Annual Report • Apr 24, 2007
Annual Report
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Wolters Kluwer is The Professional's First Choice for information, tools, and solutions that help professionals make their most critical decisions effectively and improve their productivity.
Wolters Kluwer Health is the leading global provider of content for healthcare professionals, serving physicians, nurses, allied health professionals, pharmacists, academics, payers, and the life sciences with solutions for research and development, at the point-of-learning, the point-of-dispensing, and the point-of-care.
Wolters Kluwer Tax, Accounting & Legal is a premier provider of research, software, and workflow tools in tax and accounting and in specialized key practice areas in the legal and business compliance markets in the United States, Canada, Asia Pacific, and Europe.
Wolters Kluwer Education holds market-leading positions in primary, secondary, and vocational education in seven European countries, providing high-quality content, didactic understanding, and the latest technology to offer educators and students new, more effective and engaging ways of teaching and learning.
Wolters Kluwer Corporate & Financial Services has a leading, comprehensive portfolio of products, services, and solutions to empower professionals in the legal, banking, securities, and insurance markets in the United States.
Wolters Kluwer Legal, Tax & Regulatory Europe offers a broad range of information, software, and services to its professional customers in the European legal; fiscal/financial; human resources; public and government administration; health, safety, and environment; and transport markets.
customers Accounting firms Accounting professionals Allied health professionals Business compliance professionals Business executives Corporate legal counsel Corporate tax and auditing departments Corporations Doctors Government agencies Healthcare students and teachers Hospital administrators Human resources professionals Law firms Lawyers Lecturers Legal educators Legal professionals Life sciences executives, researchers, developers, marketers, and sales professionals Managed care professionals Medical, scientific, and academic researchers Nurses Parents Pharmacists Physicians Regulatory professionals Students Tax advisors Teachers Transport professionals
customers Accounting firms Accounting professionals Allied health professionals Business compliance professionals Business executives Corporate legal counsel Corporate tax and auditing departments Corporations Doctors Government agencies Healthcare students and teachers Hospital administrators Law firms Lawyers Lecturers Legal educators Legal professionals Life sciences executives, researchers, developers, marketers, and sales professionals Managed care professionals Medical, scientific, and academic researchers Nurses Pharmacists Physicians Regulatory professionals Students Tax advisors
customers Accounting firms Accounting professionals Allied health professionals Business compliance professionals Business executives Corporate legal counsel Corporate tax and auditing departments Corporations Doctors Government agencies Healthcare students and teachers Hospital administrators Law firms Lawyers Lecturers Legal educators Legal professionals Life sciences executives, researchers, developers, marketers, and sales professionals Managed care professionals Medical, scientific, and academic researchers Nurses Pharmacists Physicians Regulatory professionals Students Tax advisors
THE PROFESSIONAL'S FIRST CHOICE 4
MESSAGE FROM THE CHAIRMAN 7
EXECUTIVE BOARD 10
SUPERVISORY BOARD 12
FINANCIAL HIGHLIGHTS 14
The Professional's First Choice illustrated by four dedicated sections of this report
illustrates the look and feel of the transformed, agile, and innovative customer-focused Wolters Kluwer
Pride shares the special honors, awards, and prizes that Wolters Kluwer's products and employees have received
Value shows the partnership and deep knowledge that give Wolters Kluwer and its customers a competitive advantage
Passion conveys Wolters Kluwer's authentic and dedicated leadership that fosters an environment of commitment and enthusiasm
Strong Foundation to Accelerate Profitable Growth 18
Outlook 20 Dividend 21
Health 22 Corporate & Financial Services 28 Tax, Accounting & Legal 34 Legal, Tax & Regulatory Europe 40 Education 45
Personnel, Organization & Stakeholder Communications 50
2006 Financial Developments 58
Risk Management 65 Corporate Governance 72
Report of the Supervisory Board 80 Remuneration Report 84
Consolidated Income Statement 91 Consolidated Balance Sheet 92 Consolidated Cash Flow Statement 94 Consolidated Statement of Recognized Income and Expense 95
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
Notes to the Consolidated Financial Statements 98
| note 1 | Benchmark Figures 111 |
|---|---|
| note 2 | Segment Reporting 114 |
| note 3 | Acquisitions and Disposals 116 |
| note 4 | Personnel Expenses 118 |
| note 5 | Amortization and Depreciation 119 |
| note 6 | Exceptional Restructuring |
| Expense 119 | |
| note 7 | Financing Results 119 |
| note 8 | Income Tax Expense 120 |
| note 9 | Minority Interests 121 |
| note 10 | Intangible Assets 122 |
| note 11 | Property, Plant and Equipment 124 |
| note 12 | Investments in Associates 124 |
| note 13 | Financial Assets 125 |
| note 14 | Deferred Tax Assets |
| and Liabilities 126 | |
| note 15 | Inventories 127 |
| note 16 | Trade and Other Receivables 128 |
| note 17 | Cash and Cash Equivalents 128 |
| note 18 | Other Current Liabilities 128 |
| note 19 | Financial Instruments 129 |
| note 20 | Employee Benefits 132 |
|---|---|
| note 21 | Provisions for Restructuring |
| Commitments 135 | |
| note 22 | Equity 136 |
| note 23 | Share-based Payments 138 |
| note 24 | Related Party Transactions 140 |
| note 25 | Commitments and |
| Contingent Liabilities 141 | |
| note 26 | Audit Fees 142 |
| note 27 | Remuneration of the Executive Board |
| and Supervisory Board 142 | |
| note 28 | Accounting Estimates and |
| Judgments 145 |
FINANCIAL STATEMENTS OF WOLTERS KLUWER NV
Financial Statements of Wolters Kluwer nv 149
Notes to the Financial Statements of Wolters Kluwer nv 150
| note 29 | Personnel Expenses 150 |
|---|---|
| note 30 | Financial Assets 151 |
| note 31 | Accounts Receivable 151 |
| note 32 | Current Liabilities 152 |
| note 33 | Provisions 152 |
| note 34 | Shareholders' Equity 153 |
| note 35 | Commitments and |
| Contingent Liabilities 154 | |
Other Information on the Financial Statements 155
10-Year Key Figures 160 Information for Shareholders and Investors 162 Report of the Wolters Kluwer Preference Shares Foundation 166 Corporate Staff & Contact Information 168 2007 Calendar 169
Index 170
Overview of Wolters Kluwer Divisions, Business Units & Brands 172
At Wolters Kluwer, we excel at creating high-quality content for use in a professional context in the fields of health, corporate services, finance, tax, accounting, law, regulation, and education. Utilizing the latest technologies, we ensure that our customers have the solutions they need, when they need them, and in the media best suited to their requirements. We are continuously engaged in an ongoing exchange of expertise and ideas with our customers about their work. This partnership in innovation is fundamental to meeting our commitment to the lawyers, doctors, nurses, accountants, tax advisors, teachers, and business executives we serve. Knowledge of their professional workflows and the ability to apply emerging technologies to make them more efficient and productive are at the heart of our competitive advantage.
Wolters Kluwer's strategy Accelerate profitable growth through four strategic actions to deliver enhanced value for our customers, investors, and employees.
Wolters Kluwer's company values Our five company values connect all Wolters Kluwer employees and support the successful execution of our strategy.
We develop products, services, and solutions with our customers' needs in mind. We listen to our customers and treat them with professionalism, honesty, and respect.
We create bold and forward-looking solutions that combine the latest technologies with our unmatched subject matter expertise and deep knowledge of our customers.
We take full responsibility for our actions and performance, and for meeting customers' needs and shareholders' expectations. We keep our promises.
We are direct, honest, transparent, and fair in our business dealings. We encourage diversity and respect the ideas and points of view of others.
We create value for our customers, employees, and shareholders. We strive for excellence in everything we do.
Nancy McKinstry CEO and Chairman of the Executive Board of three-year strategy
On September 27, 2006, Wolters Kluwer presented its strategic priorities for 2007 and beyond. We described a strategy to accelerate profitable growth that leverages our strengths – superior content and technology, deep customer relationships, and market-leading brands – and provides a roadmap for focused and rigorous execution.
Three years of persistence and dedication from Wolters Kluwer's management and employees, along with support from our shareholders, culminated in the announcement we made that day. Wolters Kluwer has been transformed into a customer-focused operating company that is far more agile and innovative than ever before. Going forward, our strategy builds on the strong foundation we have established, and provides a clear and compelling plan to accelerate growth and enhance value for our customers, employees, and shareholders.
Successful completion 2006 marked the successful completion of our three-year strategic plan to of three-year strategy strengthen and transform Wolters Kluwer. We have delivered on the promises we made in 2003 to invest in growth, realize operating and cost efficiencies, and instill a strong commitment to our core customers and markets.
In 2006, Wolters Kluwer continued to achieve strong financial results, consistent with the plans and targets we set for the year. Revenues grew by 9% to €3,693 million. Importantly, organic growth was 3%, demonstrating clear momentum behind the company's efforts to invest in expanding our leading market positions. Revenues from electronic products increased significantly, growing 23% in 2006. This growth occurred across all divisions, highlighting the importance of integrated content and software products to our overall growth program.
Ordinary operating margins improved to 17% from 16% in the prior year, reflecting the significant savings that have resulted from our three-year effort to achieve operating efficiencies and restructure underperforming business units. Diluted ordinary earnings per share increased by 16% to €1.23. Free cash flow also increased to €443 million, providing us with the financial resources to drive growth and transform the company as well as return value to our shareholders through dividends. Reflecting the strength of these financial results, Wolters Kluwer has proposed a dividend increase of 5% for 2006.
Strength across all markets Each division within Wolters Kluwer advanced its strategic position to deliver higher revenue growth than the prior year. The Health division continued to improve its market position through new product development, as well as the acquisition of the Healthcare Analytics business and ProVation Medical. Corporate & Financial Services delivered strong revenue growth across all of its lines of business, supported by robust economic growth in the United States. Tax, Accounting & Legal grew organically by expanding its tax and accounting platform to serve customers more broadly with integrated content and software suites. The division's TaxWise and ATX/Kleinrock acquisitions further extended its leadership in the small-firm segment of the tax market. Legal, Tax & Regulatory Europe successfully completed its restructuring program, achieving modest organic revenue growth for the first time in three years and improving its profitability significantly. The Education division also enhanced its growth and profitability over the prior year.
Deep knowledge of our professional customers is fundamental to our market leadership and provides Wolters Kluwer with a competitive advantage. In 2006, we developed a comprehensive customer insight program that embeds the voice of the customer in each phase of the product life cycle, from innovation and design through product launch and portfolio management. This focus on knowing and learning from our customers, understanding their needs, and keeping their priorities as ours will continue to be central to our strategy for accelerating growth.
Well-positioned to accelerate Our strategy for 2007 continues to support our vision for Wolters Kluwer: profitable growth to be The Professional's First Choice, providing the information, tools, and solutions to help professionals make their most critical decisions effectively and improve their productivity. Our strategy builds on the success of our transformation and focuses on four strategic actions.
We will strengthen our leading positions in core vertical markets by continuing to invest in new and enhanced products as well as expanded sales and marketing initiatives. These efforts will be targeted at products and programs which provide opportunities to participate more deeply in our customers' workflows.
We will expand into attractive adjacent customer segments and markets which leverage our leading positions, brands, and technology platforms and offer opportunities to extend the growth potential of our core markets.
We will expand our global footprint in new and emerging markets and selectively extend our product lines and platforms on a worldwide basis. With our deep understanding of local markets and wide geographic reach, Wolters Kluwer is well-positioned to benefit from globalization. Our efforts will be targeted at growing our market positions in Asia, particularly China and India, continuing to extend our leadership position in Eastern Europe, and expanding our Health product portfolio in Latin America and Spain. We also have begun to extend certain product lines internationally, allowing us to leverage our investments and common platforms across multiple markets.
We will pursue opportunities to achieve greater effectiveness and efficiency by instilling a culture of continuous improvement throughout our operations. Our efforts will be focused on expanding our offshoring program in IT and other functions, continuing to build shared services in North America and Europe, and accelerating our sourcing initiatives.
Our strategy for 2007 and beyond will result in sustained and profitable growth and enhanced value for our shareholders. Wolters Kluwer is committed to continuous improvement in our capital efficiency through strong cash flow, improved return on invested capital, and a progressive dividend policy.
As Wolters Kluwer embarks on this strategy, we have begun to explore strategic options for the Education division. We have concluded that this is an opportune time to examine alternatives for the business which will provide it with the best opportunities for future expansion, and our shareholders with enhanced value.
Committed leadership team Throughout this period of transformation, we have invested in people and strengthened our leadership with a diversity of talents. During the last three years, Wolters Kluwer has increased its organizational capabilities in content, technology, and sales and marketing across all divisions to support our expansion and globalization efforts. The company has supported these initiatives with a talent management program designed to identify, develop, and retain key employees. A committed and skilled management team, with a shared vision and a passion for growth, is required to continue the successful execution of our long-term strategy.
Confidence in our future Over the past three years we implemented our strategy for strengthening and transforming Wolters Kluwer with intensity and, as a result, we have good momentum as we enter 2007. We thank you, our shareholders, for your willingness to take a long-term view of the company and for the trust you have placed in us to effect this transformation. Wolters Kluwer today is a very different company than it was in 2003. Our focus on customers, products, and people has made us a leader in our markets. For this, I especially want to thank our employees and management team. I look forward to 2007 and have confidence in our ability to accelerate profitable growth. It is a very exciting time to be at Wolters Kluwer.
Nancy McKinstry CEO and Chairman of the Executive Board
Nancy McKinstry, Chairman Boudewijn Beerkens Jean-Marc Detailleur
Nancy McKinstry is CEO and Chairman of the Executive Board of Wolters Kluwer. Since being named to her position in 2003, she has focused on creating an organization that delivers superior value to customers and shareholders.
Before assuming her present position, Ms. McKinstry gained more than a decade of experience at Wolters Kluwer and its operating companies in North America. Most recently she was an Executive Board Member of the company and previously served as CEO of Wolters Kluwer's operations in North America. She also was President and CEO of CCH Legal Information Services, now a part of Wolters Kluwer's Corporate & Financial Services division. Earlier, Ms. McKinstry held product management positions with CCH INCORPO-RATED, now part of Wolters Kluwer's Tax, Accounting & Legal division. During her tenure at CCH, the company emerged as a leading provider of electronic publishing products. In 1999, Ms. McKinstry worked as CEO of SCP Communications, a medical information company, before rejoining Wolters Kluwer to head North American operations. Early in her career, she held management positions with Booz Allen Hamilton, an international management-consulting firm, where she
focused on assignments in the media and technology industries.
Ms. McKinstry is a member of the Boards of Directors of leading telecom supplier Ericsson, the American Chamber of Commerce in the Netherlands, and TiasNimbas Business School. She is a member of the Advisory Council of ABN AMRO Holding nv and the Advisory Board for the University of Rhode Island. Ms. McKinstry earned her MBA in Finance and Marketing from Columbia University, New York, and Bachelor of Arts degree in Economics from the University of Rhode Island, Kingston, where she graduated Phi Beta Kappa. In May 2005, she was awarded the honorary degree of Doctor of Laws by the University of Rhode Island in recognition of her contributions to business.
Boudewijn Beerkens has been CFO of Wolters Kluwer since November 2002 and a member of the Executive Board since May 2003. Mr. Beerkens is responsible for the corporate areas of Accounting, Business Analysis & Control, Internal Audit and Internal Controls, Investor Relations, Mergers & Acquisitions, Risk Management, Taxation, and Treasury. Prior to joining Wolters Kluwer, Mr. Beerkens was Managing Partner at Pricewaterhouse-Coopers, responsible for the Corporate Finance and Recovery team. Previously, he held a position at Vendex do Brasil where he was charged with responsibility for strategic development of the food division in Brazil. His banking expertise derives from his time with Citicorp Investment Bank in London. Mr. Beerkens is a member of the Supervisory Board of Goedland nv, a member of the Executive Committee of Amsterdam Partners, a member of the Advisory Committee of Bencis Capital Partners, a member of the Council of Trustees of the RCOAK (Roomsch Catholijk Oude Armen Kantoor), and a Founding Friend of the United World Colleges Nederland.
Mr. Beerkens earned his MBA degree in Business Administration from the Rotterdam School of Management of the Erasmus University, Rotterdam, and a master's degree in Dutch Civil Law and Notarial Law from the Free University, Amsterdam.
since January 1, 1999, through May 2007 Jean-Marc Detailleur is member of the Executive Board of Wolters Kluwer, with responsibility for Teleroute, Human Resources, and Sustainable Entrepreneurship. Prior to assuming his present position, he was Resident Director of Wolters Kluwer France. Before joining Wolters Kluwer in 1989, Mr. Detailleur held a succession of senior positions with Lamy and Groupe Liaisons. Previously, he held several human resources and operational
positions, including with Groupe DMC, Hachette, and Pechiney. Mr. Detailleur was Chairman of the FNPS (Federation Nationale de la Presse d'Information Specialisée) from 1995-98 and Chairman of ECHR (European Club of Human Resources) in Brussels from 2002-04. He holds a Diplôme d'Etudes Supérieures de Droitand,
a Diplôme d'Etude Supérieures de Sciences Politiques as well as a Diplôme de l'Institut d'Etudes Politiques de Paris. Mr. Detailleur will retire from the Executive Board as of May 2007.
Adri Baan, Chairman Harry Pennings, Deputy Chairman Len Forman Jane Frost Stuart James Henk Scheffers Peter Wakkie
The Netherlands, 1942 Appointed in 2002, current term until 2010 Member of the Selection and Remuneration Committee and Member of the Audit
Committee
Former Executive Board Member of Royal Philips Electronics nv
Supervisory directorships and other positions Chairman of the Supervisory Board of Hagemeyer nv Member of the Supervisory Board of Océ nv Deputy Chairman of the Supervisory Board of Koninklijke Volker Wessels Stevin nv Non-Executive Director of ICI Ltd. (United Kingdom) and International Power Plc. (United Kingdom) Chairman of the Supervisory Committee of the Authority for the Financial Markets, (the Netherlands) Chairman of the Trust Office KASBANK nv (the Netherlands)
Harry Pennings, Deputy Chairman The Netherlands, 1934 Appointed in 1995, current term until 2007 Chairman of the Selection and Remuneration Committee
Former Chairman of the Executive Board of Océ nv
Supervisory directorships and other positions Chairman of the Supervisory Boards of Essent nv, NV Industriebank LIOF, and AZL nv Member of the Supervisory Boards of Océ nv (until April 2006) and Berenschot Holding bv
United States, 1945 Appointed in 2005, current term until 2009 Member of the Selection and Remuneration Committee and Member of the Audit Committee
Former Executive Vice President and Chief Financial Officer of the New York Times Company (United States)
Supervisory directorships and other positions Non-Executive Director and Chairman of the Audit Committee of TechTarget Inc. (United States)
United Kingdom, 1957 Appointed in 2001, current term until 2009
Director, Individual Customer Unit of HM Revenue & Customs (United Kingdom Government)
Supervisory directorships and other positions Non-Executive Director and Trustee of Lowry Arts Centre (United Kingdom) Non-Executive Director of BBC Children
in Need Ltd (United Kingdom) Supervisory Council Member and Chair of HTI Education Trust; Fellow, Chartered Institute of Marketing; and Fellow, Royal Society of Arts (United Kingdom)
Australia, 1948 Appointed in 2006, current term until 2010
Former Group Managing Director and CEO of Mayne Group Ltd. Former Managing Director of the Colonial State Bank (formerly State Bank of New South Wales)
Supervisory directorships and other positions Non-Executive Director and Chairman of Australia Pacific Paper Manufacturers, Balnave Corporate Ltd., Coneco Ltd., and Gold Pharma Ltd. (Australia) Non-Executive Director of Prime Financial Group (formerly AVFM) (Australia) Member of the Advisory Board of Gresham Private Equity Ltd. (Australia)
The Netherlands, 1948 Appointed in 2004, current term until 2008 Chairman of the Audit Committee
Member of the Executive Board of Directors of SHV Holdings nv
Len Forman Peter Wakkie
Henk Scheffers
Adri Baan
Stuart James
Supervisory directorships and other positions Chairman of the Investment Committee of NPM Capital nv Member of the Supervisory Board of Koninklijke Friesland Foods nv
Peter Wakkie The Netherlands, 1948 Appointed in 2005, current term until 2009
Position
Chief Corporate Governance Counsel and member of the Executive Board of Koninklijke AHOLD nv
Supervisory directorships and other positions Member of the Supervisory Board of Schuitema nv
[1] The 2003 figures referred to in this Annual Report were prepared in accordance with Dutch GAAP. The figures relating to the years 2004-2006 are based upon IFRS.
Ordinary EBITA
| in millions of euros | 2003 | 2004 | 2005 | 2006 | ||||
|---|---|---|---|---|---|---|---|---|
| 54 | 610 | 52 | 516 | 59 | 533 | 62 | 618 | |
| Health | 217 | 183 | 193 | 228 | ||||
| Corporate & Financial Services Tax, Accounting & Legal |
172 | 138 | 122 | 131 | ||||
| Legal, Tax & Regulatory Europe | 107 | 82 | 100 | 116 | ||||
| Education Corporate |
103 (43) |
103 (42) |
104 (45) |
120 (39) |
||||
| Ordinary EBITA margin (%) | 18 | 16 | 16 | 17 |
| % change | ||||
|---|---|---|---|---|
| in millions of euros (unless otherwise indicated) | 2006 | 2005 | % change | in constant currencies |
| Revenues | 3,693 | 3,374 | 9 | 10 |
| Organic revenue growth (%) | 3 | 2 | ||
| Ordinary EBITA | 618 | 533 | 16 | 16 |
| Ordinary EBITA margin (%) | 17 | 16 | ||
| EBITA | 618 | 513 | 20 | 21 |
| EBITA margin (%) | 17 | 15 | ||
| Ordinary net income | 387 | 327 | 19 | 18 |
| Diluted ordinary EPS (€) | 1.23 | 1.06 | 16 | 15 |
| Free cash flow | 443 | 351 | 26 | |
| Diluted free cash flow per share (€) | 1.41 | 1.14 | 24 | |
| Cash conversion ratio | 1.00 | 1.06 | ||
| Return on invested capital (%) | 7 | 7 | ||
| Ultimo number of FTEs | 18,871 | 17,419 | 8 | |
| IFRS figures | ||||
| Operating profit | 497 | 432 | 15 | |
| Profit for the year, attributable to equity holders | ||||
| of the parent | 321 | 260 | 24 | |
| Diluted EPS (€) | 1.03 | 0.85 | 21 |
Stock listing Euronext Amsterdam: WLSNc.NA (Bloomberg), WLSNc.AS (Reuters); security code 39590, ISIN code NL0000395903; included in the AEX and Euronext 100 indices
Report of the Executive Board
2006 was a pivotal year for Wolters Kluwer as the company successfully completed its three-year plan to transform and strengthen the company.
Strategy and vision 2006 was a pivotal year for Wolters Kluwer as the company successfully completed its three-year plan, initiated in October 2003, to transform and strengthen the company. Over the last three years, Wolters Kluwer has invested in growth around its leading market positions, reduced costs through structural improvements, reorganized the business to get closer to its customers, and strengthened its financial position.
The transformation plan, completed in 2006, created a strong foundation for Wolters Kluwer as it enters the next era. The company is accelerating profitable growth with its strategy for 2007 and beyond, announced on September 27, 2006, through four strategic actions:
The strong vertical market positions that Wolters Kluwer has established through a combination of deep customer knowledge, content expertise, and technology know-how, in the context of highly acclaimed and trusted brands, are at the core of this growth program going forward. Leveraging these strengths provides Wolters Kluwer with opportunities to expand its market-leading positions by participating more deeply in professionals' workflows through integrated products and services.
Growth in 2007 and beyond will include expansion into adjacent markets and greater globalization. Across the company, Wolters Kluwer is targeting specific adjacencies, including new customer segments and markets, that enable it to build from its existing positions to capture additional growth opportunities. Similarly, the company is leveraging its assets and capabilities to expand its global presence in new and emerging markets by selectively extending its product lines and platforms. Underpinning this emphasis on growth is a continuous drive for operational excellence - a relentless focus on improving efficiencies throughout the business provides Wolters Kluwer with opportunities to enhance customer relationships, improve time to market with new products, and increase operating margins.
The strategy is supported by the company's vision to be The Professional's First Choice, providing information, tools, and solutions to help customers make their critical decisions effectively and improve their productivity.
in millions of euros
2006 accomplishments In 2006, Wolters Kluwer focused on completing its three-year plan. This plan centered on three key strategies to create sustainable growth and improved value for Wolters Kluwer's customers, employees, and shareholders.
Since 2003, Wolters Kluwer has restored organic growth across all divisions, from (2)% in 2003 to 3% in 2006. Critical to this success has been increased investments in new and enhanced products and improved sales and marketing. These investments have been a key driver of the substantial growth in online and software revenues. During the three-year period Wolters Kluwer increased the percentage of revenues from electronic products across all divisions and geographies, to 43% of 2006 revenues from 31% in 2003. This significant growth was driven by good customer adoption of new online and software products, as well as increased retention of existing products. In addition, investments in sales and marketing were made in all divisions and included enhanced customer retention programs and increased sales force coverage for key customer segments.
Acquisitions made by Wolters Kluwer in 2006 provided the company with opportunities to consolidate leading positions, such as in the German legal market, and to enter high-growth adjacent market segments, such as the medical coding market. Key acquisitions included Healthcare Analytics and ProVation Medical, Inc. in the Health division; TaxWise, ATX/Kleinrock, and Sage products in the Tax, Accounting & Legal (TAL) division; and Carl Heymanns in the Legal, Tax & Regulatory Europe (LTRE) division.
Globalization efforts advanced in several divisions with particular emphasis on expanding the company's presence in Asia Pacific. Health expanded its presence in China and India, and entered the Spanish-language markets of Spain and Latin America with a broader product line. CCH successfully launched country-specific versions of its ProSystem fx product in Australia and Canada.
Across Wolters Kluwer, efforts took place on corporate, divisional, and business unit levels to create operating efficiencies and leverage scale. Specific restructuring efforts in the Netherlands, Belgium, and the United Kingdom were successfully completed. The LTRE division also spearheaded European initiatives to streamline print and paper supply processes, resulting in significant cost savings. In North America, the move towards shared services for technology, human resources, and select finance functions progressed in 2006. Global data center migration continued with over 70% of servers transferred to a data center outsource provider. The use of offshore technology resources to build and maintain online and software solutions increased in 2006, providing additional capacity for launching new products and better cost performance. Throughout Wolters Kluwer numerous Lean Six Sigma initiatives were implemented.
These improvements have delivered total cost savings of €327 million since 2003 with savings of €128 million in 2006.
Throughout 2006 the company continued to enhance its ability to deliver growth by making strategic investments in sales and marketing, supporting Wolters Kluwer's emphasis on deep customer knowledge. On a global level the company developed and launched a customer insight program that
embeds the voice of the customer in each phase of the product lifecycle – from concept and design through launch.
On a divisional level, several key developments are noteworthy. In LTRE, significant investments were made in sales and marketing, including sales and product training, the introduction of new remuneration and reward schemes, and the addition of sales and marketing staff to strengthen local teams. In Corporate & Financial Services (CFS), the Corporate Legal Services unit reorganized around its four customer-facing markets and Financial Services adopted the new external-facing identity of Wolters Kluwer Financial Services. Similarly, the TAL Law & Business unit's go-to-market identity became Wolters Kluwer Law & Business, unifying its positions in the legal and business compliance markets. Beginning in 2007, the United Kingdom business will be incorporated into Wolters Kluwer Law & Business in order to leverage synergies created by their similar customers and markets.
These efforts and others are designed to provide Wolters Kluwer with deeper customer insights, increased responsiveness to customer needs, and enhanced new product development programs.
| 3.5 | |
|---|---|
| Health | |
| Corporate & Financial Services | 0 |
| Tax, Accounting & Legal | |
| Legal, Tax & Regulatory Europe | (3.5) |
| Education | |
| Total | (7) |
Looking forward and outlook Today's market drivers and trends play to Wolters Kluwer's strengths. The demand for integrated content and workflow solutions is increasing as regulatory and compliance standards grow. Customers prefer to do business with providers that have a deep understanding of their workflows and can provide productivity tools to support their professional requirements. Digital distribution reaching the professional's desktop provides new opportunities for Wolters Kluwer to reach customer segments more cost-effectively and to experiment with different business models. Furthermore, as the professional class increases exponentially in emerging markets, there is significant growth potential for Wolters Kluwer. The strategy for 2007 and beyond positions Wolters Kluwer to accelerate its growth by leveraging these industry trends, its strong vertical market positions, and renowned brands.
in %
| Key Performance Indicators, in constant currencies [2] | 2007 |
|---|---|
| Organic revenue growth | 4% |
| Ordinary EBITA margin | 19-20% |
| Cash conversion ratio (CAR) | 95-105% |
| Free cash flow | ± €450 million |
| Return on invested capital | ≥ WACC [3] |
| Ordinary diluted earnings per share | €1.45-€1.55 |
| Organic revenue growth, in % | 2007 |
|---|---|
| Health | 2-3 |
| Corporate & Financial Services | 5-7 |
| Tax, Accounting & Legal | 4-6 |
| Legal, Tax & Regulatory Europe | 2-4 |
| Education | 2-4 |
Key Performance Indicators, in constant currencies
| Organic revenue growth | 4-5% |
|---|---|
| Operating margins (ordinary EBITA margin) | Continuous improvement |
| Ordinary diluted earnings per share | Double digit growth |
| Return on invested capital | Exceeding WACC as of 2007 [3] |
| Dividend policy | Progressive |
| Target net-debt-to-EBITDA ratio | Approximately 2.5x by year-end 2007 |
[1] It is expected that cost savings for 2007 will achieve a run-rate of €160 million. It is anticipated that the organic revenue growth will accelerate in the second half of 2007, as was the case in 2006 and prior years. In the first quarter of 2007 organic growth is expected to be higher
than 2006, reflecting the timing of a large tradeshow for LTRE that occurred in the second quarter of 2006, but is scheduled for the first quarter of 2007. The outlook includes the results of the Education division, pending the outcome of the review of strategic alternatives.
[2] Constant rate €/\$=1.26. Changes of the fair value of derivatives that impact the income statement are also eliminated to the extent that these result from currency fluctuations. [3] WACC (weighted average cost of capital) is currently 8% after tax.
Dividend Wolters Kluwer will propose at the Annual General Meeting of Shareholders to be held on April 20, 2007, to distribute a dividend of €0.58 per share for 2006 (a 5% increase over 2005). Going forward, Wolters Kluwer intends to have a progressive dividend policy. A dividend of €0.58 corresponds with a dividend yield of 2.7% over the closing share price of December 31, 2006.
In line with previous years, and indicating a strong belief in the future of the company, Wolters Kluwer proposes to allow its shareholders to choose between a distribution in the form of cash or stock. After acceptance of the proposal at the Annual General Meeting of Shareholders, the shareholders will be asked to make their choices known. The stock dividend ratio will be set on April 27, 2007 (after the close of trading). The cash distribution will be payable as of May 3, 2007.
For more information, see ➔ www.wolterskluwer.com.
Wolters Kluwer Health plays a leading role in driving medical excellence. Its products and services are used by professionals and organizations in almost every aspect of healthcare and across the world to advance knowledge and its
application to improve patient care.
Divisions
2006 revenues Health 22% of total revenues
Regional spread of operations and employees
Health has operations and customers worldwide, with approximately 2,700 employees.
Wolters Kluwer Health Wolters Kluwer Health is uniquely positioned to make a major contribution to the transformation of healthcare through the application of information. Its leading brands, deep content, advanced platforms, and extensive relationships across the healthcare system provide an unmatched opportunity to create integrated solutions.
The division is organized into four market-centered business units to serve the information needs of its diverse customers.
Pharma Solutions provides marketing and publications services, business intelligence products, and advanced analytical tools and services to support life sciences professionals from discovery through development and distribution.
Medical Research offers medical, scientific, and academic information research solutions for medical and academic researchers.
Professional & Education produces textbooks and point-of-learning systems for healthcare education, as well as reference books and journals for physicians, nurses, allied healthcare professionals, and students.
Clinical Solutions delivers critical information, tools, and workflow solutions at the point-of-care, including referential and embedded drug information, evidence-based medicine guidelines, synoptic content, and documentation and coding.
2006 accomplishments In 2006, Wolters Kluwer Health continued to focus on strengthening its leading positions while building broader platforms that deliver increased value to customers and create sustainable competitive advantage and growth.
The division launched numerous products to drive future growth in its core businesses, including a robust frontlist of new educational and professional titles; thePoint, an online point-of-learning platform for nursing, medical, and health professionals, students, and educators; new journals including Nursing2006 Critical Care and Men in Nursing; new tools integrating its Facts & Comparisons and Medi-Span products; and new business intelligence products to serve the pharmaceutical industry.
Health made significant investments in its sales organization, including introducing new channel models, expanding its sales coverage in a number of key global markets, and increasing its sales support in key customer segments.
The acquisition of Healthcare Analytics and ProVation Medical significantly expanded Health's market positions in pharmaceutical data solutions and in procedural documentation and coding, respectively. The division also continued to expand its global positions, extending its Spanish-language program in Spain and Latin America, as well as increasing its direct operations in India and China.
Pharma Solutions' primary focus in 2006 was centered on integrating the Healthcare Analytics acquisition. This group, formed from the acquisition of NDC's Information Management business in 2005, is an important component of the division's long-term growth strategy. The unit also achieved new sales growth from expansion of the Spanish-language business and the introduction of new business intelligence solutions. This performance was
Jeff McCaulley has been CEO of the Wolters Kluwer Health division since December 2004. He began his career with GE Medical Systems, where he held numerous positions of increasing responsibility over a 13-year period, including executive and senior executive positions. He last served as President and Chief Executive Officer of GE Clinical Services, the leading provider of comprehensive biomedical services to the healthcare industry. Prior to joining Wolters Kluwer, Mr. McCaulley was Vice President and General Manager of Medtronic's Global Diabetes, the leader in the design, development, manufacturing, and marketing of advanced device and information systems for the management of diabetes. Mr. McCaulley is a summa cum laude graduate of the University of Cincinnati with a Bachelor of Science degree in Aerospace Engineering. He also holds an executive MBA from Vanderbilt University, the Owen Graduate School of Management.
Allied health professionals Hospital administrators Life sciences executives, researchers, developers, marketers, and sales professionals Managed care professionals Medical, scientific, and academic researchers Nurses Pharmacists Physicians Professional society members Students and teachers in healthcare professions
Adis Clin-eguide ClinicalResource@Ovid Facts & Comparisons Lippincott Williams & Wilkins Medi-Span Ovid ProVation Medical Source®
offset by softness in pharmaceutical promotion programs such as books, vouchers, and medical communications related to new product launches.
In 2006, Healthcare Analytics renewed its service contracts for 2007 with key pharmeceutical customers, but experienced significant price compression in its traditional targeting and compensation product lines.
Medical Research continued to generate strong growth from its core online platform, Ovid, throughout 2006. The unit further increased its market leadership with the successful launch of the LWW Archive, a journal archive product available through the Ovid platform. Ovid introduced PubFusion 2.0, an online content management system for publishers, pharmaceutical companies, and other businesses. In order to better capitalize on future growth opportunities, the unit created two functional groups: Medical Research, which will focus on further strengthening the division's online content and tools, and LWW Journals (now part of Professional & Education), which will focus on enhancing the publishing and journals business by creating new content and expanding key society and industry relationships.
Professional & Education's nursing and medical segments delivered strong results driven by greater sales of existing products combined with an aggressive new product development program. In nursing education, growth in new adoptions was supported by new products, enhanced sales coverage, and increased school enrollments. The introduction of thePoint, an online point-of-learning platform, was rewarded by strong adoption during the year. In medicine, the unit benefited from a very strong frontlist, particularly in radiology.
Clinical Solutions delivered strong performance in its core Medi-Span and ProVation products. The unit launched a number of new products, including Integrated Facts & Comparisons (iF&C), Price Rx, and ProVation MultiCare™. iF&C, which combines F&C and Medi-Span capabilities to provide enhanced user productivity, saw positive market acceptance from pharmacy customers. This helped to offset the continued decline in F&C's core print products as customers migrate to online solutions. The launch of Price Rx, a software tool that allows for accurate price tracking of prescription drugs, was also well-received by pharmaceutical manufacturers and payers. ProVation MultiCare is the first procedural documentation and coding solution to serve the entire multi-care team, including the surgeon, anesthesiologist, and nurses. The unit continued to make progress toward building a leading position in the point-of-care market by expanding its relationships with electronic medical record partners, including signing a long-term contract with AllScripts for custom content and e-prescribing information.
Revenues and ordinary EBITA, 2003-2006
in millions of euros
Revenues Ordinary EBITA
Organic revenue growth and ordinary EBITA margin, 2003-2006
Organic revenue growth Ordinary EBITA margin
in %
Financial performance Health's 2006 revenues reached €823 million, an increase of 25% over 2005, mainly as a result of the acquisition of Healthcare Analytics, which was added to the Pharma Solutions unit. Organic revenue growth was 3%, with particularly good performance at the Professional & Education unit with strong sales in the Nursing segment and positive results at Ovid, fueled in part by new online archive offerings of historical content. Organic growth for 2006 was impacted by lower journal print revenues, in part as a result of a loss of a key journal at Medical Research, as announced in 2005, and softness in marketing and advertising spending among its key pharmaceutical customers. Ordinary EBITA margin declined from 16% to 15% driven largely by increased investments, such as thePoint, Ovid's next-generation platform, expansion of sales operations in the United States and globally, additional data purchases for Healthcare Analytics, and higher royalty expenses.
| in millions of euros (unless otherwise indicated) | 2006 | 2005 |
|---|---|---|
| Revenues | 823 | 656 |
| Ordinary EBITA | 120 | 104 |
| Ordinary EBITA margin (%) | 15 | 16 |
| CAPEX | 21 | 11 |
| FTEs ultimo (number) | 2,679 | 2,168 |
2007 focus In 2007, Wolters Kluwer Health will continue to expand its leading position in Professional & Education, with primary focus on extending both book and journal proprietary content positions in core therapeutic areas under its Lippincott Williams & Wilkins brand, as well as continuing to expand its global footprint. Recent and pending product introductions and sales force investments are intended to increase Clinical Solutions' leading position in the point-of-care market. In 2007, the business also will launch new specialties for its ProVation documentation and coding solutions, new workflow capabilities in its Clin-eguide evidence-based medicine solutions, and new enhancements in its ClinicalResource@Ovid synoptic content solutions. In the drug information area, the business will further strengthen its leading
position in the retail pharmacy space and increase its share of the hospital pharmacy, electronic medical records, and pharmaceutical manufacturers segments.
The Medical Research business will introduce its next-generation Ovid platform, OvidSP, setting the stage for rapid development and customer enhancements over the coming years. These enhancements will preserve Ovid's position as the most relevant medical and academic search platform. Health will strengthen its positions in the pharmaceutical data market by building out the Source® product suite at Healthcare Analytics, especially its anonymous patient-level data offerings, and launching the first phase of its new technology platform that will greatly increase integration and customization for customers. The division also will continue to develop local content in select markets, including China, Spain, and Latin America.
Lastly, the division's drive for operational excellence will continue with the expansion of its Lean Six Sigma program throughout the organization, focused on improving the speed, quality, and cost efficiency of all its functional areas.
Wolters Kluwer Corporate & Financial Services is a leading U.S. services and solutions provider for legal, banking, securities, and insurance professionals. The division's offerings include comprehensive content, technology, analytics, services, and solutions in the areas of compliance, litigation, governance, and intellectual property.
Services
Divisions
Corporate & Financial Services 15% of total revenues
Regional spread of operations and employees
Wolters Kluwer The division is organized into two customer-facing units – Corporate Legal Corporate & Financial Services Services and Wolters Kluwer Financial Services – that meet the unique needs of the professionals it serves.
Corporate Legal Services (CLS) provides intelligent software and service solutions that empower legal professionals to more effectively manage information, speed workflows, and make critical decisions. CLS is the market leader in corporate compliance and governance services and solutions for:
Wolters Kluwer Financial Services (WKFS) brings together industry-leading brands that provide innovative regulatory compliance solutions using its industry and content expertise, analytics, technology, and services to improve processes and minimize customers' compliance risk. The unit's comprehensive solutions include integrated software, documents, analytics, training, and consulting and advisory services in the critical areas of lending, new accounts, deposits, securities, corporate actions and capital changes, anti-money laundering, and insurance compliance.
2006 accomplishments Corporate & Financial Services (CFS) delivered another year of strong organic growth and margin expansion fueled by improving growth and execution in its core markets and steady progress in executing its product and market segment extension strategy. CLS continued its extension into the litigation support and services market while WKFS successfully penetrated the national bank market with its innovative Expere compliance content product. In keeping with Wolters Kluwer's commitment to customer focus, CFS continued its focus on collaboration with customers throughout the product development process, including with one of the top five U.S. banking institutions in the implementation of Expere. CFS units also expanded their operational excellence initiatives in the areas of Lean Six Sigma, offshoring, and software development quality.
Corporate Legal Services CLS showed significant growth in 2006 across all of its markets and products. To improve its customer focus and execution, CLS reorganized its operations into four market-facing groups: CT Compliance & Governance, UCC Solutions, Litigation Solutions, and Trademark Solutions.
www.wolterskluwer.com
CT Compliance & Governance achieved solid growth in its registered agent services, corporate transactions, and UCC solutions, along with strong sales of its hCue corporate governance software, and also reached an all-time high renewal rate for registered agent services. CT's hCue was named Records Management Software of the Year by Law Technology News® in 2006. Twelve new products were launched, including the industry's first business entity monitoring solution, which helps customers mitigate risk by sending them timely email notification of changes in the status of business entities. CLS successfully integrated The Delaware Company into its BizFilings line of business, providing an even stronger presence for the unit's registered agent
Christopher Cartwright is CEO of the Wolters Kluwer Corporate & Financial Services division. Mr. Cartwright also serves as President of the Wolters Kluwer North America Shared Services group. Prior to his current position, Mr. Cartwright held several positions with Wolters Kluwer, including CEO of Wolters Kluwer Legal, Tax & Business North America, and President and CEO of CCH Legal Information Services. Under his leadership, CCH Legal Information Services experienced rapid organic revenue growth, expanded software-based services and products, and completed a series of successful acquisitions. Before joining Wolters Kluwer in 1997, Mr. Cartwright served as a Senior Vice President for Christie's International Inc., where he was responsible for North American auction operations. Previously, he was a management consultant in the Strategic Management Services Group of Coopers & Lybrand. Mr. Cartwright earned his bachelor's and master's degrees from the University of Texas at Austin, where he graduated with honors.
Banks Brokerage companies Broker-dealers and investment advisers Corporate law departments Credit unions Indirect lenders Insurance firms Law firms Mortgage lenders Mutual fund companies Thrift institutions
UCC Solutions
Financial Services AuthenticWeb Bankers Systems CCH Capital Changes CCH Wall Street Expere GainsKeeper GulfPak NILS INSource PCi Uniform Forms VMP Mortgage Solutions business. CCH's Business Owner's Toolkit also was integrated into the BizFilings portfolio, further capitalizing on synergies in reaching the small business marketplace.
UCC Solutions delivered rapid organic growth from continued gains in market share due to strong operations execution, effective selling, and an ongoing stream of product innovations including real-time state UCC searching, a new mortgage lien filing system, automated monitoring for corporate and UCC events, and a new order processing system. This growth is attributed directly to significant efforts over the last three years in understanding clients, including ongoing customer intimacy initiatives, market research, workflow analysis, feedback from its Customer Advisory Board, and customer validation. CLS's Executive Bridge Network, where each department head takes executive ownership of key accounts, has further led to greater customer understanding and contact throughout the unit.
Litigation Solutions more than doubled the number of new agreements, representing a 192% increase in new contract value while securing very high retention rates for its CT TyMetrix product. CT Summation and CT Summation CaseVault experienced solid product innovation and growth in the market. Both products were recognized by the readers of Law Technology News® as 2006 Products of the Year in the Litigation Support Software and Electronic Data Discovery categories respectively.
Trademark Solutions achieved significant growth in the flagship Corsearch® Advantage™, supported by dramatic expansion of the product to include access to trademark research in 25 additional countries outside the United States and Canada.
Wolters Kluwer Financial Services The Financial Services unit began 2006 by re-branding itself as Wolters Kluwer Financial Services, which better conveys the broad range of compliance and workflow automation products it offers across the banking, insurance, securities, and mortgage markets. After only one year, a brand audit showed that awareness of the brand is high and its overall impression is very favorable. A new corporate portal for WKFS was launched, www.WoltersKluwerFS.com, which supports the new identity and includes online catalogs for purchasing WKFS products.
WKFS's improved financial performance was driven by better execution in its core markets, the increased breadth and depth of its product portfolio in high-priority segments, and cost reductions achieved by integrating acquisitions and streamlining, standardizing, and automating key processes through its adoption of Lean Six Sigma as a continuous improvement methodology.
WKFS also successfully launched the Expere products into the market after several years in development. Expere allows customers to manage their compliance documentation in one master XML-based content library, incorporate business rules specific to their organization, and then deliver required documentation through integration with different delivery platforms serving various sales channels. The Expere family of integrated compliance products has provided WKFS with a strategic entry into the large bank market.
PCi's continued investment in its professional consulting team has facilitated strong sales of banking analytics enterprise-class solutions to customers, including one of the top five mortgage originators in the United States. WKFS's financial intelligence solutions also contributed to revenue growth
As part of the GainsKeeper suite of tax-planning investment tools, WKFS launched BasisPro, which enables investors to accurately determine a stock's cost basis. The NILS insurance business achieved the highest organic sales growth in the past nine years due to major product enhancements, improved publication currency, and the consolidation of the Uniform Forms product into NILS INSource insurance content platform.
The realignment and increase of WKFS's sales resources at the end of 2005 also helped to increase revenues in 2006.
Organic revenue growth
Ordinary EBITA margin
Financial performance With revenues in 2006 reaching €534 million, CFS achieved total growth of 8% and organic revenue growth of 7% over 2005 results. This success is due both to strong markets for its products and services and to the effective execution of its strategy to serve multiple market segments in the deep vertical markets in which it competes with a suite of complementary and integrated products that consistently improves in breadth, depth, and ease of use. Both CLS and WKFS increased organic sales growth and expanded profit margins in 2006. CFS's ordinary EBITA margin increased from 20% in 2005 to 22% in 2006.
| in millions of euros (unless otherwise indicated) | 2006 | 2005 |
|---|---|---|
| Revenues | 534 | 496 |
| Ordinary EBITA | 116 | 100 |
| Ordinary EBITA margin (%) | 22 | 20 |
| CAPEX | 24 | 12 |
| FTEs ultimo (number) | 3,187 | 2,932 |
in millions of euros
Revenues Ordinary EBITA
2007 focus The division will continue its focus on supporting Wolters Kluwer's strategy to accelerate profitable growth in 2007. CLS will grow its leading positions by expanding the functionality of its core platforms in each of its key market areas, including CT's hCue and CTAdvantage.com in Compliance & Governance; iLienOnline in UCC Solutions; CT Summation iBlaze/WebBlaze and Enterprise, CT Summation CaseVault, and CT TyMetrix 360º in Litigation Solutions; and Corsearch® Advantage™ in the Trademark Solutions area. The unit also will focus on growth through key adjacencies such as motor vehicle in UCC Solutions and new market segments of the corporate legal and insurance claims businesses. Operational excellence will continue to be a focus in 2007 with Lean Six Sigma methodologies being implemented in key areas such as back-office fulfillment functions.
WKFS will continue to leverage its leading market position to retain and grow core customers by delivering more electronic and integrated solutions and intensifying customer intimacy initiatives. The unit will expand its strategic advisory services and consulting offerings for the banking market and increase value-added content solutions supporting indirect lending transactions. It will continue to improve sales and marketing effectiveness in reaching new markets. WKFS also will extend its Lean Six Sigma initiatives, with particular focus on improving integration of acquisitions and completing the expansion of SAP in back-office functions.
Wolters Kluwer Tax, Accounting & Legal is a market-leading provider of research, software, and workflow tools in tax and accounting and in specialized key practice areas in the legal and business compliance markets.
Tax, Accounting & Legal 18% of total revenues
Tax, Accounting & Legal has operations and customers in the United States, Canada, Europe, and Asia Pacific, with approximately 4,500 employees.
Wolters Kluwer The division is organized into two customer-facing units – Wolters Kluwer Tax, Accounting & Legal Tax and Accounting and Wolters Kluwer Law & Business – to meet the unique needs of the markets it serves.
Wolters Kluwer Tax and Accounting, which operates in the market as CCH, a Wolters Kluwer business, continues to extend its leadership position in tax and accounting research and compliance by delivering innovative integrated research and software solutions that provide a strategic business advantage to its customers. Customers include professionals in small, medium, and large accounting firms and corporate tax and auditing departments that rely on the unit's research, software, and workflow solutions to help enhance their productivity and increase value to their clients. The Tax and Accounting unit holds major market positions in the United States, Canada, and Asia Pacific.
Wolters Kluwer Law & Business is a leading information and solutions provider in key legal practice specialties and business compliance areas. It delivers market-leading proprietary educational, analytical, and primary law content and related forms and workflow tools in such specialty areas as securities, corporate law, banking, bankruptcy, trade regulation/antitrust, franchising, environmental law, intellectual property, employment law, human resources, pension, healthcare, and international law. Customers include law firms, corporate counsel, law schools, and business and compliance professionals. In 2006, the Law & Business unit primarily served the U.S. market.
2006 accomplishments Tax, Accounting & Legal (TAL) continued its strong contribution to the success of Wolters Kluwer's three-year strategy throughout 2006. In the tax and accounting market, TAL continued to grow its presence, further extending its market leadership in tax and accounting through organic growth and by reaching new customers in small and midsize firms through strategic acquisitions. In the legal market, the division continued to strengthen its niche position in strategic legal specialty areas. Both units continue to benefit from changes in the legal and regulatory climate in the United States, including the ongoing impact of Sarbanes-Oxley as well as ongoing tax and pension reform initiatives. TAL began implementing Lean Six Sigma initiatives throughout the division in 2006, and, at the unit level, Law & Business achieved cost savings from editorial production outsourcing as well as the move to print on demand, new sourcing initiatives, and leveraging newsletter production within an existing in-house facility.
Wolters Kluwer Tax and Accounting The Tax and Accounting unit successfully continued its efforts to create the most comprehensive suite of tax and accounting content and tools in the industry through both acquisition and organic growth. The acquisitions of ATX/Kleinrock and TaxWise, which serve the small and midsize firm market, now strategically position CCH as the only provider that spans the integrated research and software needs of firms across all market segments. This market position provides the unit with future growth opportunities as it continues to build out its product suites to serve the broad spectrum of customer needs. Organic growth was strong in 2006 as customers more fully adopted CCH's core paperless workflow solutions, including ProSystem fx Document, Engagement, and Tax.
Kevin Robert is CEO of Wolters Kluwer Tax and Accounting. Previously, Mr. Robert served as President and CEO of CCH Tax Compliance. During his more than 25 years with CCH, he has worked extensively in sales and marketing and was instrumental in the development and launch of such highly successful products as the company's first web-based research service, CCH Internet Tax Research NetWork, and the company's core tax preparation software product, ProSystem fx Tax. Mr. Robert also was Director of Customer Service for CCH INCORPORATED, implementing new order management and customer service systems. Mr. Robert holds a bachelor's degree from the University of New Orleans and an MBA from Pepperdine University, Malibu, California.
Robert Becker has been CEO of Wolters Kluwer Law & Business since July 2003. Prior to joining Wolters Kluwer, he was CEO of Jupiter-MediaMetrix, a publicly held internet measurement and research firm. His extensive leadership experience in the global media and information services industry includes 13 years at The Thomson Corporation where he served in both group and business unit CEO roles in the legal, regulatory, intellectual property, and insurance industry sectors. Mr. Becker also ran a technology-based internet start-up firm and spent nine years with PriceWaterhouse. Mr. Becker is a CPA and holds a bachelor of science degree from Marquette University, Milwaukee, Wisconsin, and an MBA from the University of Connecticut, Stamford, Connecticut.
Accounting firms Business compliance professionals Corporate legal counsel Corporate tax and auditing departments Law firms Legal educators
Tax and Accounting ATX CCH CANTAX Kleinrock ProSystem fx Taxprep TaxWise
Law & Business Aspen Publishers CCH Kluwer Law International Loislaw
CCH has made in-depth customer knowledge a top priority. The unit's goal is to serve as a strategic partner to professionals and continuously learn from its customers so that it can respond with the best solutions to meet customer requirements. CCH's focus on customer learning has included more than 1,000 hours spent side-by-side with customers, and this knowledge is embedded in products being created by CCH today.
During the year, CCH also focused on maintaining market leadership and positioning itself for future growth through investments in its research platform, knowledge management, and .Net initiatives. CCH also advanced its globalization efforts with strong performance in Asia Pacific and Canada where it is successfully rolling out country-specific versions of ProSystem fx products.
In 2006 CCH Canadian, which holds the leading position in the tax preparation market, became the first provider to offer an integrated suite of value-added tools to support the needs of accountants by leveraging ProSystem fx product technology for the Canadian market.
Tax and Accounting further solidified its position among customers as their first choice, with 100% of the Top 100 firms partnering with CCH. Additionally, CCH continued to build on its leading position in China with organic growth of over 40% for the year and positioned itself for future growth through increased investments in sales and marketing management.
Wolters Kluwer Law & Business Wolters Kluwer Law & Business continued to show profitable organic growth through the extension of its superior content and an increased array of workflow tools, supported by market forces that included increased regulatory complexity in key areas such as pension and securities law. During the year, Law & Business introduced 12 online libraries, which give practitioners access to an unparalleled collection of materials from the unit's major imprints, Aspen Publishers, CCH, and Kluwer Law International. This action further supports the unit's focus on integrating Aspen Publishers and CCH content where possible, providing customers with unique insight and analysis combined with primary resources in the context of their day-to-day work.
Wolters Kluwer Law & Business is capitalizing on the increasing adoption of technology by its customers to deliver not only content, but also actionable knowledge. For example, the online integrated libraries Law & Business successfully launched during the year embed an innovative taxonomy approach which adds data intelligence as well as tools to its comprehensive content, thereby providing content in context, and enabling customers to act on information within their workflows.
Law & Business, the second largest provider in the U.S. law school market with expertly authored casebooks and a complete line of study aids, achieved double-digit growth in the law school market in 2006. The unit introduced its first all-electronic courseware for legal writing and research, and launched AspenLaw Studydesk software, enabling the electronic integration of a law student's work with Aspen's study aids.
Law & Business also further developed its position through its Kluwer Law International brand as a leader in the fast-growing segment of Englishlanguage international and European legal content.
Supporting its integrated focus, the unit adopted the new external-facing identity of Wolters Kluwer Law & Business, creating a single presence in the legal and business compliance markets.
Revenues and ordinary EBITA, 2003-2006
in millions of euros
Organic revenue growth and ordinary EBITA margin, 2003-2006
Revenues
Ordinary EBITA
Organic revenue growth
in %
Ordinary EBITA margin
Financial performance In 2006, TAL recorded revenues of €678 million, an increase of 9% over 2005 with organic revenue growth of 5%. Organic revenue growth was mainly driven by CCH in the United States, which experienced strong demand for its workflow tools for tax, accounting, and audit professionals. Wolters Kluwer Law & Business also realized solid organic growth, reflecting the success of the unit's online research products and its law school publishing program. The division expanded its portfolio of workflow-oriented software products by targeted acquisitions, such as ATX/Kleinrock and TaxWise/UTS. The ordinary EBITA margin decreased from 20% in 2005 to 19% in 2006, mainly due to the investments made in the division's next-generation research and .Net platforms.
| in millions of euros (unless otherwise indicated) | 2006 | 2005 |
|---|---|---|
| Revenues | 678 | 621 |
| Ordinary EBITA | 131 | 122 |
| Ordinary EBITA margin (%) | 19 | 20 |
| CAPEX | 12 | 11 |
| FTEs ultimo (number) | 4,463 | 3,876 |
2007 focus Supporting the company's strategy to accelerate profitable growth, CCH will focus on growing its market leadership across all segments from small to large firms and on further executing on its paperless office and integrated content and software strategies. The integration of the ATX/ Kleinrock and TaxWise acquisitions will be a key priority in 2007.
The unit also will continue globalization of the ProSystem fx suite, expanding applications in Canada and Australia as well as exploring opportunities in New Zealand and Malaysia. Further expansion into emerging markets will continue, particularly in India and China, with plans for several subscription and co-published titles in China. Wolters Kluwer Law & Business will focus on four core areas related to profitable growth during 2007: content creation and enhancements; electronic revenue growth; workflow
tools and solutions development; and operational efficiencies. At the start of 2007, Wolters Kluwer U.K. will begin reporting to Wolters Kluwer Law & Business, leveraging synergies across the units. Across the division, operational excellence will continue to be driven through broadened Lean Six Sigma and additional outsourcing initiatives.
Wolters Kluwer Legal, Tax & Regulatory Europe offers a broad range of information, software, and services to law firms, accounting firms, corporations, and governments. In each country where it is present, the division has established strong partnerships with its customers to enable innovative product development, delivery of integrated online and software solutions, and access to key authors and subject matter experts.
2006 revenues Legal, Tax & Regulatory Europe 36% of total revenues
Regional spread of operations and employees
Divisions
Legal, Tax & Regulatory Europe has operations and customers
across Europe, with approximately 7,900 employees.
Wolters Kluwer The division is organized into units by country and focuses on the growth Legal, Tax & Regulatory Europe potential of six customer segments:
As the market leader in Europe, many of the division's brands have a strong heritage in local markets.
2006 accomplishments The Legal, Tax & Regulatory Europe (LTRE) division continued to contribute to the success of Wolters Kluwer's three-year strategy throughout 2006, most importantly, restoring vital top-line growth to the division. LTRE further extended its market leadership through aggressive growth of its electronic products, strategic expansion into new geographical and market areas, and focused investments in sales and marketing.
The division successfully capitalized on increased regulatory requirements which expanded the group of professionals requiring training, productivity tools, and digital access to information on their desktop. Supporting this success has been a commitment to working closely with customers to thoroughly understand their workflows as part of the division's ongoing product development initiatives. For example, in Italy, the development of Suite LaLegge – a product suite providing all the tools an attorney needs to manage a case – included more than 250 hours of input from customers, opinion leaders, and experts from across the legal market before it was introduced. In its first nine months on the market, more than 2,000 customers in midsized legal offices purchased Suite LaLegge.
Kluwer, the Netherlands, also capitalized on customer demand for greater access to information from their desktop. Navigator Pro, which launched to a very strong reception in 2006, is designed for professionals in law, accountancy, tax, public administration, and business. By integrating information from Kluwer, the customer, and third parties with a state-of-the-art search engine, Navigator enables professionals to conduct all their research from their desktop via a single, integrated search solution, saving valuable time and delivering direct results.
Revenues from electronic products showed significant growth, more than offsetting the decline of print. Particularly strong results came from the division's focus on providing integrated information solutions. Wolters Kluwer Belgium launched MonKEY, a powerful, intelligent search engine providing a single gateway to up-to-date information, tools, checklists, models, and forms tailored to customers' needs. Strategically, MonKEY enables Wolters Kluwer Belgium to reach deeper into its customers' workflows and serves as a cornerstone of the unit's strategy for developing a virtual office for Belgian tax, accountancy, audit, and financial professionals. Other information solutions introduced include Jogtár, a Hungarian marketleading legal reference tool for European Union and Hungarian regulation, and a number of electronic workflow solutions in Italy, including Break Point for high-end tax professionals and Legal Library, an online resource for legal professionals. France also experienced strong revenue performance from its online portfolio, including Lamyline Reflex for legal professionals. In Spain, the launch of Todos gives legal professionals easy access to Spain's
Rolv Eide has been CEO of Wolters Kluwer Legal, Tax & Regulatory Europe since November 2003. He joined Wolters Kluwer from Tele Atlas Europe, where he was Chief Operating Officer. From 1985 to 2001, he worked with Dun & Bradstreet, concluding his service there as Executive Vice President. His extensive experience throughout Europe includes the development of electronic platforms for corporate customers in search of critical business information. Mr. Eide's knowledge of business and sales and marketing is helping to advance the division's strategy to expand its market positions and increase operational efficiencies across Europe through shared services. Mr. Eide holds a degree in Business Administration from the University of Stockholm.
Croner
Corporations Government agencies Professionals in:
A3 Software ABC Akadémiai Kiadó Akelius AnNoText
CarlLink CCH CEDAM
CISS CompLex
DeAgostini Professionale Ecoiuris Éditions Dalian Especial Directivos Groupe Liaisons IPSOA IURA Kluwer LA LEY Lamy LEX
Luchterhand Magnus Informatik Nolis Norstedts Juridik Oficyna Osra Teleroute Transwide UTET Giuridica Werner Verlag
databases through state-of-the-art search engines, based on semantic search.
LTRE successfully expanded into new markets and geographies in 2006. In partnership with legal publisher Coimbra Editora, LTRE entered the Portuguese legal market, leveraging Wolters Kluwer's expertise in content, knowledge management, and technology with Coimbra Editora's author network and in-country knowledge. CISS strengthened its leading position in Spain's legal information sector through the incorporation of FITAX, the market-leading information provider for tax advice services in the Basque region. As result of merging the CISS and FITAX databases, customers gained comprehensive access to nationwide business and accountancy information. Wolters Kluwer Belgium expanded into Luxembourg to provide countryspecific solutions to professionals in that market.
Strong revenue growth, increased sales of electronic products and services, as well as increased book sales in Central and Eastern Europe demonstrate the potential of these emerging markets for the division.
Restructuring efforts in the United Kingdom continued, and, at the start of 2007, this group began reporting to Wolters Kluwer Law & Business, leveraging synergies across the units.
The acquisition of Carl Heymanns Verlag KG further expanded Wolters Kluwer's leadership in the academic and legal publishing market in Germany, and, on a smaller scale, the acquisition of Schulinck in the Netherlands broadened the position in the Dutch governmental market.
Strategic investments were made in sales and marketing across the division, supporting Wolters Kluwer's focus on knowing customers and growing customer share. These investments, which included training, new remuneration and reward schemes, and additional staff to strengthen local teams, already have resulted in revenue growth. Examples include an exclusive contract with the Polish Parliament to provide government professionals with legal information, an agreement with the Dutch government to make the digital information resources that Wolters Kluwer delivers to local government officials also available to the public, and an exclusive contract with the French Association of University Libraries to provide 43 of its libraries with online service for legal professionals.
LTRE's cross-divisional supply chain optimization initiatives focus on increasing efficiencies and reducing costs. In 2006, these efforts resulted in considerable streamlining of the paper and print process, including significantly reducing the number of paper suppliers and printers.
The transport business of Wolters Kluwer, known in the market under the well-respected brand names of Teleroute, Transwide, and Nolis, focuses on serving customers with freight exchange information, software, and services across Europe. In 2006 the unit continued to invest in integrated complete solutions and strengthen its customer relationships. Teleroute signed agreements with Schenker and GEFCO, two of the main logistics companies in Europe, and pursued its geographical expansion in Eastern Europe by extending its presence in Romania and Bulgaria. Transwide began its expansion overseas by making its first steps in the United States.
Revenues and ordinary EBITA, 2003-2006
in millions of euros
Organic revenue growth and ordinary EBITA margin, 2003-2006
Revenues
Ordinary EBITA
Organic revenue growth
in %
Ordinary EBITA margin
Financial performance The LTRE division generated revenues of €1,342 million, 4% above 2005 with organic revenue of 1%. Strong organic revenue growth was achieved in Central and Eastern Europe, Spain, Italy, and, to a lesser extent, France. Belgium and the Netherlands also generated modest growth. Restructuring efforts in the United Kingdom continued in 2006. Across Europe, electronic product offerings saw growth that more than offset the decline of the legacy print products. The ordinary EBITA margin improved from 15% in 2005 to 17% in 2006, resulting from positive organic revenue growth and the positive effects of the restructuring program.
| in millions of euros (unless otherwise indicated) | 2006 | 2005 |
|---|---|---|
| Revenues | 1,342 | 1,292 |
| Ordinary EBITA | 228 | 193 |
| Ordinary EBITA margin (%) | 17 | 15 |
| CAPEX | 37 | 44 |
| FTEs ultimo (number) | 7,145 | 7,051 |
2007 focus In 2007, LTRE's key growth initiatives will include expanding its leading positions through greater application of customer insight, continuing to drive online migration, and enhancing sales and marketing approaches. The division will further expand into adjacent markets such as e-learning segments and extend its global reach through continued expansion in Eastern Europe. LTRE will exploit its global scale by rolling out successful products across Europe as well as continuing development of ATLAS, Wolters Kluwer's global research platform for legal, tax, and regulatory markets. LTRE's operational excellence initiatives throughout Europe will include implementing standardized, common finance processes and launching new sourcing initiatives in such areas as pre-press production, marketing and sales, human resources services, and information technology.
Wolters Kluwer Education sets the standard in teaching and learning in the European educational world, combining high-quality content, didactic understanding, and the latest technology to offer educators and students new, more effective and engaging ways of teaching and learning.
9% of total revenues
Education has operations and customers in seven European countries,
Wolters Kluwer Education Education holds leading positions in primary, secondary, and vocational education, with educational resources that support teachers and motivate students of all abilities. The division collaborates with high-caliber partners and associates to create value for its customers and to strengthen its position as a premier provider of teaching and learning solutions in seven European countries: the Netherlands, Sweden, the United Kingdom, Germany, Belgium, Austria, and Hungary.
2006 accomplishments Education continued to focus on meeting the changing requirements of customers through the development of superior and innovative content in 2006. The division added to its successful portfolio of blended learning resources, ensuring that print and electronic material, including an online test and assessment service, are designed in parallel and inextricably linked to iconic brands. The division's strategic approach to integrated publishing has provided a solid platform for growth and increased profitability.
Maintaining Education's position as the first choice among educators as well as students is the objective behind the division's new pan-European Flexible Learning Solutions (FLS) initiative. In 2006, the division conducted an extensive survey into the electronic education market across Europe. The research identified a very apparent demand for integrated electronic resources, particularly in the primary and secondary markets. The FLS program will provide a common technology platform across the entire division that will allow Education to respond swiftly to market demands for e-learning resources. FLS, which represents a significant investment for the division, provides a foundation for future product innovation and flexibility while also offering the division tremendous economies of scale and a shared vision of product development. Most importantly, it positions Education to continue to grow and progress as the leading choice in European educational publishing.
Bildungsverlag EINS achieved positive results in 2006. Continued customer focus has resulted in the unit entering the German kindergarten market for the first time in response to customer demand for resources with more instructional content. To ensure the same high-quality solutions as it delivers in its other markets, a suite of early learning resources has been developed in collaboration with experts in research and practice in kindergarten teaching and learning. Products launched in 2006 have been well-received by the market, which places Bildungsverlag EINS in an excellent position to exploit this growth opportunity.
Nelson Thornes achieved impressive double-digit growth in a declining U.K. market as the unit began publishing support resources for math and science as part of its exclusive endorsement agreement with the Assessment and Qualifications Alliance (AQA), Britain's largest examination board. Nelson Thornes is the only publisher officially endorsed by the AQA and the resources, developed in close cooperation with the AQA, are designed to raise standards and complement all teaching styles and learning abilities. EBITA margins also improved due to stronger trading performance, operational improvements, and efficiencies of scale. The unit is currently developing new GCE-level (General Certificate of Education) resources with the AQA in preparation for major curriculum changes due in 2008.
Results in the Netherlands were impacted by negative curriculum effects and an increased competitive environment, particularly in primary education. However, Wolters-Noordhoff achieved good results from the launch of new flexible learning products and a promising start was made to a
Fred Grainger has been CEO of Wolters Kluwer Education since September 2005, previously serving as CEO of Nelson Thornes. Before joining Wolters Kluwer in 2003, Mr. Grainger was President and CEO of the Global English Corporation (U.S.), the world's largest online, subscription-based English-language instruction service provider. In this role, he created and oversaw the company's highly successful strategy to extend into the corporate educational market and established the company as the number-one provider worldwide in its industry. From 1994 until 1999, Mr. Grainger was active in several leadership roles at The Thomson Corporation; among them, CEO of Alignmark Information Publishing (U.S.), Vice President of Strategy and Business Development for the International and Media Division (U.S.), and CEO of Thomson/Yorkshire TV joint venture (now Granada Learning). Mr. Grainger was also the founder and CEO of Interactive Learning Productions. Early in his career, he was a mathematics teacher and lecturer, and senior research associate of The Interactive Learning Project. He has been at the forefront of electronic and print-based publishing for over 20 years. Mr. Grainger holds a Master of Philosophy and diploma in Advanced Educational Theory from the University of Newcastle and a Certificate of Education from Bede College, Durham University.
Customers Brands Lecturers Parents Students Teachers
Bildungsverlag EINS digital spirit Jugend & Volk Liber Mu˝szaki Kiadó Nelson Thornes Wolters-Noordhoff Wolters Plantyn
vocational health e-learning project developed in collaboration with Amsterdam Medical Center (AMC), one of the largest academic medical centers in Europe. The unit also assumed a lead role in a division-wide effort to streamline paper, print, and binding across the division, which resulted in significant cost savings and strong gross margin. For 2007, Wolters-Noordhoff will publish a new, 53rd edition of the market-leading Bosatlas.
A Belgian government decision to invest more in French education and the launch of successful new publishing projects, particularly in the Flemish primary market, resulted in solid growth for Wolters Plantyn. Revenues from electronic resources as a percentage of total revenues continued a steady year-on-year increase, which is expected to continue as the unit develops its blended learning portfolio.
In Sweden, Liber reclaimed market share in its core markets as a result of improved, more customer-focused sales and marketing. The unit performed strongly across all sectors, particularly higher education, Liber Hermods, and Liber Distribution. Driven by FLS technology, Liber is developing innovative new e-learning resources for delivery in 2008. In Hungary, Mu˝szaki Kiadó achieved positive organic growth results due mainly to winning a contract from the Hungarian Ministry of Education to develop e-learning resources in vocational education.
In late 2006 Wolters Kluwer began exploring strategic alternatives for the Education division, which may include the sale of all or part of the Education business. This decision is based on Wolters Kluwer's strategic direction for 2007 and beyond, as well as the strong market position of the Education division and its future growth plans. The goal of any changes in the Education division will be focused on providing the business with the best opportunities for future expansion and enhancing shareholder value.
302 54 309 52 309 59 316 62
Wolters Kluwer 2006 Annual Report
in millions of euros
Revenues Ordinary EBITA Financial performance The Education division achieved revenues of €316 million, an increase of 2% over 2005. Organic revenue growth was 2%, mainly as a result of the strong performance in the United Kingdom, driven by the contribution of new products resulting from the AQA relationship. The ordinary EBITA margin increased from 19% to 20%, reflecting the contribution of increased revenues and the effect of cost saving programs, particularly around procurement.
| in millions of euros (unless otherwise indicated) | 2006 | 2005 |
|---|---|---|
| Revenues | 316 | 309 |
| Ordinary EBITA | 62 | 59 |
| Ordinary EBITA margin (%) | 20 | 19 |
| CAPEX | 6 | 7 |
| FTEs ultimo (number) | 1,297 | 1,292 |
2007 focus In 2007, Education will continue focus on knowing and learning from customers and meeting their needs as it develops the European-wide Flexible Learning Solutions initiative, offering a common platform for growth and increased profitability. In support of this goal, the division is expanding from its position of providing books and e-learning components to also more broadly offering testing and assessment, continuing professional development products, and online services across its core markets. Starting in 2008, the division expects to begin delivering new products across Europe using the FLS platform.
Building leadership, improving efficiency and quality, and being a responsible and transparent corporate citizen.
Human resources Wolters Kluwer continued to build a stronger foundation of human resources practices in 2006 to support its belief that an engaged and productive workforce is a key element of its competitive strength.
Wolters Kluwer is a global company with a diverse workforce that has a common focus on providing its customers with innovative products. Over the past years, Wolters Kluwer's culture has evolved as the company has undergone significant transformation from a traditional publisher to a global provider of information, software, and services which are essential to its customers' daily work. The company has changed the way it manages its operations from a highly decentralized, locally focused business to a more centralized operating company with a strong focus on its major markets of health, corporate services, financial services, tax, accounting, law, regulation, and education. This transformation has provided the foundation for building a corporate culture that is characterized by cross-business solution development, deep customer understanding, and transparency. The company continues to invest in human development and in fostering a culture which leads to innovation and creativity, recognizing the importance of these elements to the value provided by Wolters Kluwer. The company believes that stimulating ongoing development experiences of its workforce contributes to employees who are thought-leaders within their professional areas and who are critical to providing its professional customers with the solutions they need.
The company's Talent Management Program, which was launched in 2005, established a global framework for leadership criteria, assessment, and development. The six criteria are linked to the company values of customer focus, innovation, accountability, integrity, and value creation:
The Talent Management Program not only encompasses Wolters Kluwer's current and future leaders, but also identifies future critical workforce
segments based on positions and skills that management believes are essential to the execution of the business strategy. Its goal is to retain and develop potential talent within the critical workforce segments to ensure successful implementation of the company's long-term strategy.
Developmental plans for the program's participants were determined and communicated in 2006. In addition, the company used the program as a source for filling critical positions worldwide. As a result, a greater percentage of open senior positions were filled by internal candidates than in past years. Program participants staffed a number of taskforces created to develop specific recommendations around issues that are central to executing the company's long-term strategy, including customer intimacy, globalization opportunities, operational excellence, and employee engagement. These global, cross-functional taskforces supported the strategy by leveraging Wolters Kluwer's considerable in-house expertise and talent in areas that are vital to the company's success and provided a unique opportunity for high-potential employees to take part in building the company's vision for the future.
Wolters Kluwer values a global and diverse workforce. The company believes a more diverse workforce, including people with experience in different countries and cultures, ignites innovation and challenges the company to expand its perspective in ways that ultimately benefit its customers, shareholders, and employees.
Overall, the company continued to strengthen its management team by creating new positions that support the growth agenda and adding seniorlevel positions that provide focus for process efficiencies and project management. In line with its strategic objective of exploiting global scale and scope, Wolters Kluwer has increased its geographical spread of employees.
Wolters Kluwer Human Resources (HR) teams continue to work toward increased efficiencies. In North America, HR refined and re-examined Shared Services practices to achieve continuous improvement, including the application of Lean Six Sigma principles and the further development of employee self-service modules for HR transactions. HR staff in Europe developed common processes and systems across countries and provided the foundation for shared performance management and recruiting tools that will be implemented in 2007. In the Netherlands, the operational HR activities for Corporate Office staff, LTRE and Education divisional staff, and LTRE operating companies within the Netherlands have been consolidated into one HR Support Center.
| full-time equivalent, ultimo December 31 | 2006 | 2005 |
|---|---|---|
| Health | 2,679 | 2,168 |
| Corporate & Financial Services | 3,187 | 2,932 |
| Tax, Accounting & Legal | 4,463 | 3,876 |
| Legal, Tax & Regulatory Europe | 7,145 | 7,051 |
| Education | 1,297 | 1,292 |
| Corporate | 100 | 100 |
| Total ■ |
18,871 | 17,419 |
| full-time equivalent, ultimo December 31 | 2006 | 2005 |
|---|---|---|
| Asia Pacific | 810 | 812 |
| Belgium | 766 | 754 |
| Canada | 405 | 406 |
| Central and Eastern Europe | 737 | 738 |
| France | 1,203 | 1,184 |
| Germany | 855 | 776 |
| Italy | 967 | 955 |
| Netherlands | 1,652 | 1,655 |
| Scandinavia | 518 | 520 |
| Spain | 810 | 824 |
| United Kingdom | 1,337 | 1,350 |
| United States | 8,811 | 7,445 |
| Total ■ |
18,871 | 17,419 |
| Revenues per employee |
| per average FTE, in thousands of euros | 2006 | 2005 | |
|---|---|---|---|
| Revenues per employee (average FTE) | 187 | 183 |
Shared services In its shared services initiatives, Wolters Kluwer centralizes common product platforms and support functions to improve efficiency, increase quality, and achieve cost savings. Shared services activities are embedded in global and local operations throughout Wolters Kluwer, with particular focus on the areas of human resources, back-office fulfillment, editorial processes, real estate, technology and software development, technology infrastructure, and warehousing.
Progress continued in 2006 on the implementation of a single Wolters Kluwer internet content delivery platform for the legal, tax, and regulatory businesses worldwide. This global platform will support new electronic publishing products and serve as the new platform for existing products. Leveraging Wolters Kluwer's technology investments across markets enables superior solutions for customers worldwide and improves the scale and returns from product development activities.
Aligned with the Wolters Kluwer's strategy of driving operational excellence, global shared services initiatives in 2007 will focus on achieving additional efficiencies from its current scope of activities, further savings through strategic sourcing, and increased offshoring of software development and some editorial functions. As the use of offshore outsourcing has become an integral part of Wolters Kluwer's software development and operational strategy, the company recently went through a detailed exercise to identify additional IT and content outsourcing opportunities. A plan was created to further develop savings and support product development growth in the future.
The North American Shared Services organization (NASS) provides a range of product and administrative support services to Wolters Kluwer's eight customer units in North America based within the Tax, Accounting & Legal, Corporate & Financial Services, and Health divisions. These services include IT infrastructure, content and forms technology, publishing support, accounting and financial reporting, human resources, legal, strategic sourcing, and other product and administrative support.
The transformation of Wolters Kluwer's North American IT infrastructure continued in 2006 through an outsourcing arrangement with an external supplier. Through 2006, over 70% of Wolters Kluwer's North American servers had been migrated to a primary and a back-up datacenter within Wolters Kluwer's supplier. In 2006, NASS revised the outsourcing agreement with its supplier to reflect the full scope and volume of services required by Wolters Kluwer and to increase the flexibility of the contract and the service level agreements to better meet Wolters Kluwer's needs. NASS expects to complete the remainder of the in-scope data center migrations by the end of 2007.
In the third quarter of 2006, NASS launched a new central forms product which provides a common set of forms capabilities across the Wolters Kluwer's tax, securities, and government contract products. The new platform also establishes a consistent workflow management tool that enables units to manage the offshore workforce involved in the processing and development of forms. NASS will support the rollout of this new forms platform across the Tax and Accounting, Law & Business, and Wolters Kluwer Financial Services customer units in 2007.
NASS also has completed the centralization of human resources operations around centers of excellence in staffing, benefits, and administration; compensation and benefits; employee support; and HR information systems. For talent and performance management, NASS collaborates on Wolters Kluwer's global human resources programs.
The migration of editorial production for CCH businesses in Australia, New Zealand, and Asia to a central facility in Malaysia was successfully completed in 2006. This regional editorial production facility allows the Asia Pacific businesses to exploit their scale and scope while also providing a platform to institutionalize operational excellence in editorial production.
Further refinement of a standardized financial and accounting system based on SAP continued across operations in Europe, with the United Kingdom, Belgium, and France migrated to the new system. The European Strategic Sourcing Program continued to show cost savings and improved efficiency in all aspects of the supply chain identified for optimization.
In 2007, the European focus will be on strategic sourcing optimization in marketing and sales, human resources services, and information technology. Operational excellence initiatives also have been implemented through Lean Six Sigma initiatives now underway in Germany, Italy, Spain, and the United Kingdom.
Sustainability Consistent with its mission, Wolters Kluwer's main societal role is as a trusted provider of high-quality information, tools, and solutions for the professionals it serves. With this role come responsibilities as an employer, contributor to economic health, and global corporate citizen. It is the company's intent to ensure that its expertise and resources continue to
be put to good use for the benefit of all of its stakeholders, which include not only employees, customers, partners, and shareholders, but also the countries and communities in which Wolters Kluwer operates across the world. Wolters Kluwer reports on its sustainability efforts annually. The Sustainable Entrepreneurship Report for 2006 will be published in March 2007. The report documents in a centralized and comprehensive way Wolters Kluwer's efforts and provides the foundation for increasing the scope of social responsibility goals, reporting efforts, and actions in the future.
In 2006, the company focused on the following activities to increase its sustainability efforts and its reporting capabilities:
Wolters Kluwer's global sustainability partnerships focus on the central themes of sharing knowledge, healthcare, and local initiatives which assist children and reduce poverty. In 2006, the company donated over €650,000 to different local initiatives, as well as providing employee expertise and efforts.
Business units in Europe and North America demonstrated their commitment to knowledge sharing through donations of school supplies and grants to universities and professional education organizations. Employees throughout Wolters Kluwer participated in charity sports events that raised funds for medical research. These events reflect the company's diverse global workforce, ranging from the New York City Marathon to sporting events for the Muscle Trust in the Netherlands, a fund for pioneering scientific research in the field of muscular diseases. Wolters Kluwer employees supported their local communities through participation in blood and food drives, resource sharing committees, and a project in Spain (in association with Hermanitas de los Pobres) where employees could shop online to choose the specific nonperishable goods shelters requested as well as make cash donations.
Wolters Kluwer started a global, company-wide charitable initiative at the end of 2006. Employees had a choice of three holiday cards that represented the company values, raising money with each card for CARE, one of the world's largest private humanitarian organizations; Fauna & Flora International, the world's longest established international conservation body; and UNEP, the environment program of the United Nations. Wolters Kluwer matched money for each card sent, and the company encouraged its customers, employees, and other relations to contribute as well.
At the corporate level, Wolters Kluwer supports several charities, such as
the War Trauma Foundation (www.wartraumafoundation.nl), which provides worldwide psychological support to traumatized victims of war, terror, and organized violence, by publishing Intervention, the international journal of mental health, psychosocial work, and counseling in areas of armed conflict. This peer-reviewed journal for mental health professionals working with victims of armed conflict is an essential tool in spreading the latest information gained from the practical experience of fieldworkers, so that their findings can inspire and support others carrying out similar interventions. Other organizations Wolters Kluwer supported in 2006 included the John Adams Institute, an independent, nonprofit foundation dedicated to furthering cultural exchange between the United States and the Netherlands; the Netherlands Philharmonic Orchestra; Amsterdam Partners; and NairoBits.
Full details regarding sustainable entrepreneurship at Wolters Kluwer are available at www.wolterskluwer.com/2006SER.
Communications The transformation of Wolters Kluwer over the past three years benefited from an active communication approach. The strategy set out in 2003 and the strategy for 2007 and beyond announced in September 2006 included clear, transparent communications with all stakeholders. Management at all levels of the organization has embraced communications and invested in a solid and creative program that expresses the company's values, particularly those of customer focus, integrity, and accountability. Whether communicating with customers, employees, investors, partners, media, or other communities, Wolters Kluwer's goal is to raise visibility and exchange views on how the company is executing its strategy and meeting its objectives. Open debate and communications are crucial for fostering transparency, innovation, and growth.
Communication with customers is at the heart of everything Wolters Kluwer does and is conducted through many channels. In addition to the continuous communication between the company's sales and marketing and product development teams and their customers, Wolters Kluwer organized events to proactively address the needs of professionals such as accountants, healthcare providers and researchers, bankers, lawyers, and educators. Examples include the Nursing2006 symposium, CCH's annual user conference and series of live audio conferences, and CT's seminar series and forum on the globalization of the legal profession. Several customer roundtable meetings and forums were organized in Europe, for example for legal professionals in Poland and Italy. In the online community, content experts from the Tax, Accounting & Legal division contribute to the knowledge within their fields through blogs on trade regulation and securities law. The company's executive management and content experts appeared in print, broadcast, and online media in 2006, and also presented and met with customers at numerous industry and professional events.
Wolters Kluwer plays an active role in its industry and professional communities. Individuals and teams across the company have received recognition and awards, showing that the external world understands and supports Wolters Kluwer's achievements.
Wolters Kluwer's innovative and open communications culture supports the creativity of all involved and shares best practices throughout the employee
community. The company's mission, values, strategy, objectives, goals, and achievements are shared with employees at meetings, through print and online newsletters, and via electronic platforms, including thousands of dedicated virtual discussion groups linking peers and colleagues through a global intranet. These investments in open, informal two-way communication form the foundation for the 2007 employee communications program.
In 2006, Wolters Kluwer continued building out the branding approach launched in 2005. With a history of over 100 years in many of their markets, the company's brands have a strong foundation in their communities. The unified branding approach recognizes the high value of each of the brands and links them to the global umbrella brand, Wolters Kluwer. Together they reflect the company's strongest attributes: high-quality content in the professional's context; diversity of customers, products, services, and tools; and a talented employee force that builds innovative and technologically advanced solutions.
For 2007, Wolters Kluwer will continue to invest in branding and communications that support its position as a growth company with strong competitive advantages in products, services, and software solutions. The communication program for 2007 supports a global, unified approach at all levels of the organization, bringing together the shared value of each of the units and brands. Industry events, trade shows, media, and customer events are among the venues for ongoing dialogue. Wolters Kluwer will continue to be a reliable industry source for knowledge and understanding of the challenges faced by its customers and partners. Wolters Kluwer's commitment to fostering open and transparent communication with customers, business partners, and other stakeholders is demonstrated each day through the work of its sales representatives, customer support desks, business unit managers, senior leadership team, and all employees throughout the company.
Investor Relations The company seeks to be thoroughly open with shareholders and the investment community, and is committed to a high degree of transparency in its financial reporting. Wolters Kluwer has a comprehensive program for communicating with investors. This includes communicating with its shareholders and the investment community at large during the Annual General Meeting of Shareholders as well as regularly throughout the year.
In 2006, the company reported full quarterly results (under International Financial Reporting Standards) and held quarterly results presentations which were made broadly accessible to the public. The company also held a significant number of roadshows, one-on-one, and group meetings with investors that included participating in selected sector-specific seminars throughout the year. In September, the company held an investor/analyst day to communicate its future strategy to the investment community. Furthermore, the investor part of the corporate website was upgraded by improving accessibility and adding more functionality and information.
Wolters Kluwer is strict in its compliance with applicable rules and regulations on fair disclosure to shareholders. It is the policy to post presentations to analysts and shareholders on the company's website. In adherence with fair disclosure rules, these meetings and presentations do not take place shortly before the publication of annual and quarterly financial information.
The company does not assess, comment upon, or correct, other than factually, any analyst report or valuation prior to publication.
The company is committed to help investors become better acquainted with Wolters Kluwer and its management, as well as to maintain a long-term relationship of trust with the investment community at large. See ➔ Information for Shareholders and Investors for a full overview of activities and facts.
| 2006 Highlights in millions of euros (unless otherwise indicated) |
2006 | 2005 | % change | % change in constant currencies |
|---|---|---|---|---|
| Revenues | 3,693 | 3,374 | 9 | 10 |
| Organic revenue growth (%) | 3 | 2 | ||
| Ordinary EBITA | 618 | 533 | 16 | 16 |
| Ordinary EBITA margin (%) | 17 | 16 | ||
| EBITA | 618 | 513 | 20 | 21 |
| EBITA margin (%) | 17 | 15 | ||
| Ordinary net income | 387 | 327 | 19 | 18 |
| Diluted ordinary EPS (€) | 1.23 | 1.06 | 16 | 15 |
| Free cash flow | 443 | 351 | 26 | |
| Diluted free cash flow per share (€) | 1.41 | 1.14 | 24 | |
| Cash conversion ratio | 1.00 | 1.06 | ||
| Return on invested capital (%) | 7 | 7 | ||
| Ultimo number of FTEs | 18,871 | 17,419 | 8 | |
| IFRS figures | ||||
| Operating profit | 497 | 432 | 15 | |
| Profit for the year, attributable to | ||||
| equity holders of the parent | 321 | 260 | 24 | |
| Diluted EPS (€) | 1.03 | 0.85 | 21 |
The 2006 financial performance of Wolters Kluwer was characterized by the following:
| Revenues by division | % organic | |||
|---|---|---|---|---|
| in millions of euros (unless otherwise indicated) | 2006 | 2005 | % change | change |
| Health | 823 | 656 | 25 | 3 |
| CFS | 534 | 496 | 8 | 7 |
| TAL | 678 | 621 | 9 | 5 |
| LTRE | 1,342 | 1,292 | 4 | 1 |
| Education | 316 | 309 | 2 | 2 |
| Total ■ |
3,693 | 3,374 | 9 | 3 |
Revenues in 2006 amounted to €3,693 million, compared with €3,374 million in 2005, up 9%. The net of acquisitions (mainly Healthcare Analytics), divestments, and currency changes impacted revenues positively by 6%.
Organic revenue growth (growth net of exchange rate effects, acquisitions, and divestments) was 3% (3.2%) in 2006, compared with 2% (2.2%) in 2005. Organic growth was driven by continued strength in the Corporate & Financial Services (CFS) and Tax, Accounting & Legal (TAL) divisions. CFS achieved strong results across its product lines, driven by successful new product introductions and helped by a strong economy in the United States. TAL experienced strong demand for its software products for the tax, accounting, and audit markets. Strong organic revenue growth at Health continued to be delivered by the Professional & Education unit, particularly in the nursing segment, and at Ovid, reflecting increased demand for online information. These positive results were partly offset by the decrease in journal print revenue, partly as a result of the loss of a journal contract, and softness in marketing-related programs associated with the pharmaceutical industry.
Legal, Tax & Regulatory Europe (LTRE) improved organic growth significantly after some years of decline. LTRE's results included strong organic performance in Italy, Spain, Central and Eastern Europe, and, to a lesser extent, France. Modest growth was achieved in Belgium and the Netherlands. Restructuring in the United Kingdom continued, with positive signs in the second half of the year.
Organic growth of Education was mainly driven by the performance by the United Kingdom, reflecting the success of new product introductions, linked to the agreement with the AQA.
| Ordinary EBITA, 2006 | Ordinary | ||
|---|---|---|---|
| in millions of euros (unless otherwise indicated) | Revenues | Ordinary EBITA | EBITA margin % |
| Health | 823 | 120 | 15 |
| CFS | 534 | 116 | 22 |
| TAL | 678 | 131 | 19 |
| LTRE | 1,342 | 228 | 17 |
| Education | 316 | 62 | 20 |
| Corporate | (39) | ||
| Total ■ |
3,693 | 618 | 17 |
| Ordinary EBITA, 2005 | Ordinary | ||
|---|---|---|---|
| in millions of euros (unless otherwise indicated) | Revenues | Ordinary EBITA | EBITA margin % |
| Health | 656 | 104 | 16 |
| CFS | 496 | 100 | 20 |
| TAL | 621 | 122 | 20 |
| LTRE | 1,292 | 193 | 15 |
| Education | 309 | 59 | 19 |
| Corporate | (45) | ||
| Total ■ |
3,374 | 533 | 16 |
Ordinary EBITA in 2006 amounted to €618 million, compared to €533 million in 2005, up 16%. The ordinary EBITA margin increased to 17%, up 1% compared to 2005. The increase of the margin reflects contributions of revenue growth and the restructuring program, partly offset by increased investments in product development and sales and marketing. The improvement of the ordinary EBITA margin was strongest at CFS, mainly as a result of strong revenue growth, and at LTRE and Education, also reflecting revenue growth and the increased benefits of cost-saving actions. The decrease of the margin at Health was related to increased investments and higher royalty expenses. The margin at TAL was impacted by the step-up of investments in the next-generation research and .Net platforms and sales and marketing expenditures.
[1] Ordinary income before tax is defined as ordinary EBITA plus financing results, income from investments, and results from associates.
Finance income and costs The income from investments is mainly related to the guaranteed dividend on the stake of 25.9% in Sdu Uitgevers bv.
The net of finance income and cost of €(104) million (2005: €(103) million) reflects the increase of net debt as a result of the acquisition activity in 2006, partially offset by currency benefits and a more efficient capital structure.
Taxation The effective tax rate on profit before tax decreased to 21% in 2006, from 23% in 2005, mainly related to the lower tax rate in the Netherlands, increased tax benefits on amortization expenses, and lower taxes on divestments. In 2006 the effective tax rate on the ordinary income before tax[1] was 25%, equal to 2005. For 2007, the company expects an effective tax rate on the ordinary income before tax of approximately 26%, because of the anticipated growth of profits in countries with a high tax rate.
Ordinary net income Ordinary net income amounted to €387 million in 2006, compared to €327 million in 2005, an increase of 19%. Diluted ordinary earnings per share (EPS) of €1.23 increased by 16%, compared to 2005 (€1.06). The increase of the diluted ordinary EPS was lower than the increase of ordinary net income, mainly as a result of the dilutive effect of the stock dividend. In constant currencies diluted ordinary EPS increased by 15%.
Return on invested capital (ROIC) The company strives to generate a ROIC that first meets and then exceeds the weighted average cost of capital (WACC) of approximately 8%. The ROIC in 2006 was 7% (2005: 7%).
| in millions of euros (unless otherwise indicated) | 2006 | 2005 | % change |
|---|---|---|---|
| Health | 80 | 93 | (14) |
| CFS | 106 | 83 | 27 |
| TAL | 93 | 84 | 11 |
| LTRE | 196 | 158 | 24 |
| Education | 62 | 58 | 7 |
| Corporate | (40) | (44) | (11) |
| Total ■ |
497 | 432 | 15 |
Operating profit in 2006 of €497 million is up 15% compared to 2005 (€432 million).
Operating profit increased at all divisions except for Health, reflecting revenue growth and the increased benefit of cost savings programs. Health's operating profit was impacted by increased royalty expenses and the acquisitions of Healthcare Analytics and ProVation Medical, which negatively contributed to operating income as a result of the amortization expense of the publishing rights.
In 2006, no exceptional restructuring expenses were incurred, compared to €20 million in 2005. Amortization of publishing rights increased to €121 million (2005: €81 million) as a result of the recent acquisitions in 2006 (mainly Healthcare Analytics and ProVation Medical) and the full-year effect in 2006 of 2005 acquisitions (mainly DeAgostini Professionale).
Profit for the year, attributable Profit for the year, attributable to equity holders of the parent amounted to equity holders of the parent to €321 million in 2006, and is 24% higher than in 2005 (€260 million). Diluted EPS increased by 21% to €1.03.
| in millions of euros (unless otherwise indicated) | 2006 | 2005 | Variance |
|---|---|---|---|
| Non-current assets | 4,388 | 3,805 | 583 |
| Working capital | (1,569) | (927) | (642) |
| Total equity | 1,196 | 1,099 | 97 |
| Net interest-bearing debt | 2,050 | 1,637 | 413 |
| Net interest-bearing debt to total equity (ratio) | 1.7 | 1.5 | 0.2 |
Non-current assets, mainly consisting of goodwill and publishing rights, increased in 2006 as a result of acquisitions, partly offset by the impact of a weaker U.S. dollar at the end of the year (2006 €/\$=1.32; 2005 €/\$=1.18).
In 2006, Wolters Kluwer performed its annual impairment analysis of goodwill and publishing rights on the basis of its cash-generating units, as prescribed by IAS 36. The result of the test was that no impairments were recognized in 2006 (2005: no impairment).
Shareholders' equity benefited from the profit for the year, but was impacted negatively by the decrease of the U.S. dollar compared to the euro at the end of 2006 compared to 2005.
Net interest-bearing debt increased from €1,637 million in 2005 to €2,050 million in 2006 due to increased acquisition activity. The ratio of net interest-bearing debt to total equity increased from 1.5 in 2005 to 1.7 in 2006 reflecting the increase of net interest-bearing debt.
| in millions of euros | 2006 | 2005 | Variance |
|---|---|---|---|
| Inventories | 134 | 130 | 4 |
| Operating accounts receivable [1] | 969 | 921 | 48 |
| Deferred income | (979) | (957) | (22) |
| Trade and other payables | (420) | (411) | (9) |
| Operating current liabilities [2] | (355) | (306) | (49) |
| Operating working capital ■ |
(651) | (623) | (28) |
| Cash and cash equivalents | 138 | 428 | (290) |
| Non-operating working capital [3] | (1,056) | (732) | (324) |
| Working capital ■ |
(1,569) | (927) | (642) |
other liabilities and accruals, and social security premiums and other taxes.
[3] Non-operating working capital includes receivables/payables of financial derivative instruments, the short-term part of the restructuring provision, deferred acquisition payables, interest receivable/ payable, and borrowings and bank overdrafts.
Operating working capital amounted to €(651) million, compared to €(623) million in 2005, a decrease of €(28) million. Operating accounts receivable increased as a result of recent acquisitions and the increase of sales generated in the fourth quarter of 2006 compared to the same period in the prior year. Deferred income increased due to acquisitions and increased receipts of subscription renewals. Operating current liabilities increased as a result of acquisitions, timing differences of payments, and higher accruals, reflecting the growth of the business.
Non-operating working capital increased to €(1,056) million, mainly due to higher short-term borrowing.
| Cash flow | ||
|---|---|---|
| in millions of euros (unless otherwise indicated) | 2006 | 2005 | Variance |
|---|---|---|---|
| Cash flow from operations | 714 | 654 | 60 |
| Net cash from operating activities | 535 | 429 | 106 |
| Free cash flow | 443 | 351 | 92 |
| Diluted free cash flow per share (€) | 1.41 | 1.14 | 0.27 |
| Cash conversion ratio (CAR) [4] | 1.00 | 1.06 |
[4] Cash conversion ratio (CAR) is defined as the cash flow from operations less net capital expenditure divided by ordinary EBITA.
[1] Operating accounts receivable consist of trade receivables, prepayments, and other receivables. [2] Operating current liabilities consist of salaries and holiday allowances, royalties payable,
In 2006, Wolters Kluwer continued its efforts to improve the working capital performance of the company. These efforts resulted in a contribution of autonomous movements in working capital to cash flow from operations of €9 million (€19 million improvement of operating working capital, less €10 million payment to reduce the deficit in one of the pension plans) on top of the improvement of €30 million that was realized in 2005.
Net cash from operating activities of €535 million in 2006 was significantly higher than in 2005 (€429 million). Income tax payments in 2006 were impacted by tax refunds of prior period tax overpayments in the Netherlands. The financing costs paid in 2006 include a €33 million one-off premium on the redemption of the convertible bond loan. The payments of reorganization provisions were mainly related to severance payments to former employees as a result of the ongoing implementation of the restructuring program. Capital expenditures increased, mainly reflecting the investments in electronic product platforms in both the United States and Europe.
Free cash flow provides the funds to invest in the business for future growth, acquire companies, pay dividends to shareholders, and pay down debt. In 2006, the free cash flow amounted to €443 million. The cash conversion ratio, which measures the operational cash-generating ability of the businesses, excluding tax, financing and payments for restructuring provisions, amounted to 1.00 (2005: 1.06).
| in millions of euros | 2006 | 2005 | 2004 | 2003 | Total |
|---|---|---|---|---|---|
| Cost savings | 128 | 100 | 70 | 29 | 327 |
| Investments: | |||||
| Exceptional ■ |
– | 20 | 44 | 96 | 160 |
| Non-exceptional ■ |
39 | 42 | 25 | – | 106 |
In October 2003, a restructuring program was initiated to reduce costs by improving the operational efficiency and effectiveness through staff reductions, real estate consolidation, and the implementation of shared service centers. The results of the restructuring program have exceeded expectations.
| FTEs at December 31 | 2006 | 2005 | Variance |
|---|---|---|---|
| Health | 2,679 | 2,168 | 511 |
| CFS | 3,187 | 2,932 | 255 |
| TAL | 4,463 | 3,876 | 587 |
| LTRE | 7,145 | 7,051 | 94 |
| Education | 1,297 | 1,292 | 5 |
| Corporate | 100 | 100 | – |
| Total ■ |
18,871 | 17,419 | 1,452 |
Full time equivalents (FTEs) increased by 1,452, mainly driven by the 2006 acquisitions. Organically, FTEs increased by 120, reflecting the increase of investments in product development and sales staff, offset by reductions from the restructuring program.
Acquisitions and divestments In 2006, Wolters Kluwer acquired businesses for a total consideration of €829 million, including estimated deferred payments (e.g., earn-outs). This includes an amount of €9 million relating to costs that are directly attributable to the acquisitions such as legal fees, broker costs, and audit fees. The main acquisitions are:
| Acquisitions | Division | Date of Completion | Annualized revenues in millions of euros |
|---|---|---|---|
| Healthcare Analytics (Phoenix, AZ, USA) | Health | January 6 | 140 |
| ATX/Kleinrock (Rockville, MD, USA) | TAL | August 30 | 31 |
| TaxWise/UTS (Rome, GA, USA) | TAL | October 11 | 42 |
Health acquired Healthcare Analytics, a provider of healthcare information solutions. The TAL division was strengthened by the acquisitions of ATX/Kleinrock, a supplier of tax preparation, accounting, and tax research software solutions, and TaxWise and its subsidiary Universal Tax Systems, Inc. (UTS), a provider of tax and accounting software solutions.
The acquisitions contributed €187 million to revenues in 2006. Cash payments on acquisitions amounted to €773 million, including deferred payments of acquisitions made in prior years.
Strategic, operational Markets and products
General Wolters Kluwer recognizes the following risk categories: strategic, operational, and legislative risks; financial risks; and financial reporting risks. The risk overview provided in this section can never be exhaustive.
and legislative risks Wolters Kluwer's strategy is focused on serving professionals with information, software, and services to help them make critical decisions and improve their effectiveness. Its markets are relatively stable with a strong and constant need for up-to-date information, workflow software solutions and services, particularly in the rapidly evolving fields of regulation and compliance (tax, fiscal, financial services, legal, and human resources), learning (education), and health (medical).
The company serves an important part of its customers by means of annual subscription-based products and services with high renewal rates, but also increasingly via large multiyear contracts. The ability to renew these subscriptions and contracts has an important impact on the future of the company's business. The company mitigates this risk by maintaining continuous interaction with its customers through renewal programs, conferences, and advisory boards.
Wolters Kluwer faces competitive challenges from existing and new competitors. In order to maintain growth and sustain its competitive advantage, Wolters Kluwer continuously develops new products, providing its customers with state-of-the-art technological solutions. These products are developed in close collaboration with customers, based on a multiyear product development plan. The portfolio is balanced in terms of markets and geography. Protection of intellectual property rights is important to safeguard the portfolio of information, software, and services. Technological developments make it increasingly difficult to protect intellectual property rights. The company relies on trademark, copyright, patent, and other intellectual property laws to establish and protect its proprietary rights in these products and services. Intellectual property rights could be challenged, limited, invalidated, circumvented, or infringed by competitors.
Risks with respect to the acquisition of companies can relate to the integration of the acquisitions and the realization of expected synergies and financial projections. When acquiring new businesses, or divesting existing business, Wolters Kluwer carries out extensive due diligence efforts and
involves outsider experts as appropriate. In addition, the company strongly focuses on the integration process in the period after the acquisition.
Electronic platforms and networks are an important means of the delivery of Wolters Kluwer's products and services. The company constantly strives to improve its ICT (information and communication technology) environment and performance and is involved in multiyear initiatives such as outsourcing its data centers, implementing new ERP (enterprise resource planning) systems, creating next-generation platforms for electronic products, offshoring application maintenance and development, and implementing shared service centers. These initiatives continue in 2007. New initiatives in this respect also may be taken in the future. While the company implements risk-mitigating actions during the transition phase, these initiatives are inherently subject to execution risks. Risk-mitigating actions include setting up project teams and oversight boards that are adequately resourced, and careful planning and monitoring of the progress by senior management.
The ability to the company to attract talent and retain highly skilled, experienced, and motivated personnel plays an important part in the continued success of its business. To that effect, the company has launched a talent management program aimed at providing its employees with the best opportunities in the industry. In order to assure top-quality human resources the company invests in competitive training and remuneration packages. The company mitigates risks by having a well-understood strategy in place and hiring the best management team available.
As is the case with most international businesses, the company manages a variety of treasury risks, including currency and interest rates, liquidity, and credit risk.
Fluctuations in exchange and interest rates affect Wolters Kluwer's reported results. It is the company's goal to mitigate the effects of exchange rate and interest rate movements on net income, equity, and cash flow. Whenever possible, the company tries to establish this by creating natural hedges, such as income and expenses in the same currency and matching assets and liabilities. When natural hedges are not present, Wolters Kluwer strives to realize the same effect with the aid of derivative financial instruments. For this purpose, hedging ranges have been identified and strict policies and governance are in place, including authorization procedures. The company only purchases or holds derivative financial instruments with the aim to mitigate economic risks and most of these instruments qualify for hedge accounting as defined in IAS 39. The company does not purchase or hold derivative financial instruments for speculative purposes. For additional disclosure about treasury risks, please refer to ➔ note 19 of the Consolidated Financial Statements.
The main currency risks identified by Wolters Kluwer are transaction and translation risks. The transaction risk exposure within individual Wolters Kluwer entities is considered to be limited. The prices that Wolters Kluwer charges its customers for products and services are mainly denominated
in customers' local currencies. Given the nature of the business, almost all related costs are also incurred in those local currencies. Derivative financial instruments to hedge transaction risks are not frequently used.
Translation risk, which is the risk that exchange rate gains or losses arising from translating the income statement and the balance sheet of foreign subsidiaries to the corporate reporting currency (the euro) for consolidation purposes, is partially hedged.
An instantaneous 1% decline of the U.S. dollar against the euro from their levels at December 31, 2006, with all other variables held constant, would have the following impact on the company's financials:
| in millions of euros | 2006 |
|---|---|
| Revenues | (21) |
| Operating income | (5) |
| Net income | (3) |
| Shareholders' equity | (15) |
In order to hedge its net investment in the United States, defined as the total investment in both equity and long-term receivables from the U.S. holding company, the company had U.S. dollar forward contracts outstanding for a total notional amount of €163 million (\$215 million) at December 31, 2006. In 2006, the company created a natural hedge by drawing in U.S. dollars on the credit facility. The company had U.S. dollar debt outstanding for a total notional amount of €760 million (\$1,001 million) at December 31, 2006. This represents a total U.S. dollar balance sheet cover of approximately 40% (2005: approximately 20%). This is within the minimum 20% balance sheet cover as stated in the treasury policy approved by the Audit Committee.
Part of the interest charges have been swapped into U.S. dollars through the use of derivative financial instruments. Of the total interest expense, approximately 70% was payable in U.S. dollars. Assuming the same 70% of total interest expense payable in U.S. dollars, the following sensitivity analysis can be made. An instantaneous 1% decline of the U.S. dollar against the euro from its exchange rate at December 31, 2006, with all other variables held constant, would result in a decrease of approximately €0.8 million of the financing costs (2005: approximately €0.5 million). The increased sensitivity in the financing costs for the U.S. dollar is due to the increase of U.S. dollar denominated debt.
The company strives to protect results and cash flow from interest rate movements, either by arranging fixed or variable rate funding, through the use of derivative financial instruments (interest rate swaps). Of the total interest portfolio (excluding cash and cash equivalents), approximately 33% was variable rate and 67% was fixed rate, in line with the treasury policy of 67-75% fixed and 33-25% variable interest rate debt (all percentages are calculated on principal amounts).
Assuming the same 33% variable and 67% fixed interest rate, the following sensitivity analysis can be made. An instantaneous increase of interest rates of 1% compared to the rates at December 31, 2006, with all other variables held constant, would result in an increase of approximately €7 million of the financing costs.
In order to reduce liquidity risk, Wolters Kluwer has established the following requirements:
In September 2006, Wolters Kluwer successfully renegotiated the existing credit facility agreement of €750 million with its core relationship banks. The amended terms include a higher facility amount (from €750 million to €1 billion) as well as a lower interest rate margin and a lower commitment fee. The maturity date of the renegotiated multi-currency credit facility is July 2011.
As Wolters Kluwer has access to the unused part of the committed credit facilities of €324 million and has cash and cash equivalents of €138 million minus short-term liabilities of €62 million, the headroom was €400 million at year-end 2006 and reduces the liquidity risk of the company. The company feels comfortable with the current headroom, which is less than its policy, as this is a temporary result of acquisitions and the maturity of debt, and is expected to reverse in the coming months. No property has been collateralized or in any other way secured under these contracts.
Credit risk represents the loss that would be recognized if counterparties failed to perform as contracted. It is the company's treasury policy to conclude financial transactions, where possible, under ISDA (International Swap Dealers Association) master agreements. Cash is invested and financial transactions are concluded only with financial institutions with strong credit ratings. Furthermore, credit limits per counterparty are in place. The company does not enter into derivative financial instruments to protect default of financial counterparties.
As is the case with most international businesses, the company manages a range of different insurable risks by arranging coverage for property damage, business interruption, and casualty; general liability; errors and omission liability; directors and officers liability; employment practices liability; and criminal liability.
The company has put in place a worldwide internal risk engineering program for its property damage and business interruption risks which is steered centrally and aims to improve the risk profile of the operating companies. Accompanied by insurers, the company performs loss control visits to operating company locations on a regular basis, as well as to the locations of key suppliers. The aim is to implement insurers' recommendations, however always after a cost-benefit analysis.
The financial risk of the defined contribution pension plans which have been arranged by the company in most of the countries, and the state pension plans, is limited to the contributions to be paid to the pension funds. These contributions may vary over the years, but usually follow the general trends in the respective countries.
The company faces a higher risk for the defined benefit plans, the main ones being the pension and post-retirement medical plans in the United States and the pension plans in the Netherlands, the United Kingdom, and Belgium. Over the past few years, the company has mitigated these financial risks either by closing some of the defined benefit plans to future accruals (the pension plans in the United States and the United Kingdom) or by changing the plan (in the Netherlands: average salary instead of final salary benefit). The value of the assets and liabilities of these plans depends on the developments on the international financial markets. The company engages external advisors to perform asset liability management studies and advise on the investment strategies for the various pension funds. The pension costs may fluctuate based on developments in the international financial markets. A decrease of 1% of the discount rate would increase the plan liabilities by approximately €150 million, and would increase the annual service costs with approximately €5 million.
Wolters Kluwer operates in numerous jurisdictions and is subject to various levies in these jurisdictions. Most of these taxes are transactional and employee-related and are levied from the legal entities in these jurisdictions. Local management is responsible for the proper handling of these taxes and is supported by corporate staff and external professionals.
Risks that may adversely affect the results are changes in corporate tax rates and restrictions in the tax deductibility of certain items. As a consequence, not only could current and future profits be at risk, but it is also possible that a deferred tax asset, or part of a deferred tax asset, which has become unrealizable could be reversed and taken as a charge to the income statement.
Wolters Kluwer maintains a liability for certain contingencies in line with IFRS accounting standards. This liability is judged on a continuous basis in consultation with external advisors.
Financial reporting risks The Executive Board is responsible for risk management and internal control within Wolters Kluwer. Wolters Kluwer has risk management and internal control systems in place to identify any significant risks to which the company is exposed, enable the effective management of these risks, meet strategic and operational objectives, ensure the reliability of the financial reporting, and, to the best of its knowledge, comply with relevant laws and regulations. The internal control systems are designed based on the COSO (Committee of Sponsoring Organizations of the Treadway Commission) framework, which aims at providing a reasonable level of assurance. Consequently, these systems can never provide absolute assurance regarding the achievement of the company's objectives or the reliability of the financial reporting, or entirely prevent material errors, losses, fraud, and violation of applicable laws and/or regulations.
High-quality financial reporting is of the utmost importance for Wolters Kluwer, providing a true and fair view of the company's financial performance
and position both for managerial and accountability purposes. In order to assure the continued high quality of financial reporting, the following risk management and internal control systems are in place:
The Wolters Kluwer Internal Control Framework (ICF) consists of approximately 100 key controls, designed to ensure that the results of business processes are adequately reflected in its internal and external financial reporting. In 2006, Wolters Kluwer continued its process of tailoring the key controls, per the ICF, to the business process risks identified within the various operating entities. Acquisitions are included in the Wolters Kluwer Internal Control Framework within one year after the acquisition date.
During 2006, testing of the key controls was expanded. These tests are now carried out within Wolters Kluwer's main operating companies on a regular basis, making use of an automated tool to monitor test results. Test results are discussed periodically with the Executive Board and the Audit Committee. Where needed, action plans are designed and implemented to address important risks.
In 2007 the company will continue to tailor the key controls and expand testing of their effectiveness.
The Internal Control Officers at Wolters Kluwer are located in the main operating entities. They have played an important role in tailoring key controls and implementing them in the business processes within their companies, coordinating test work of the key controls, and reporting the outcome of the tests to management and internal and external auditors.
Based on the results of the risk management and internal control systems in place to date, and after consulting the Audit Committee and Supervisory Board, the Executive Board of Wolters Kluwer is of the opinion that, to the best of its knowledge, the risk management and control systems provide
reasonable assurance that the financial reporting over 2006 does not contain any errors of material significance.
The company continues to improve its risk management and control systems. In the coming years Wolters Kluwer will continue to give high priority to improving design and effectiveness and further integrating risk management and control systems in its daily operations.
General Corporate governance is an important subject for Wolters Kluwer. The Executive Board and the Supervisory Board are responsible for the corporate governance structure of the company. A significant step that has been taken in 2006 was the termination of the issuance of depositary receipts by the Wolters Kluwer Trust Office. This decision was made in order to bring corporate governance at Wolters Kluwer even further in line with what is currently considered desirable in this area.
Wolters Kluwer complies with all of the principles and Best Practice Provisions of the Dutch Corporate Governance Code (the "Code"), unless stipulated otherwise in this chapter. Furthermore, material future corporate developments might justify deviances at the moment of occurrence. An outline of the broad corporate governance structure and an explanation of deviances from the Code will be provided in this chapter.
Executive Board The Executive Board is responsible for the strategy, policy, aims, and results of the company. The members of the Executive Board are appointed by the General Meeting of Shareholders. The full procedure of appointment and dismissal of members of the Executive Board is explained in article 15 of the company's Articles of Association. The remuneration of the members of the Executive Board is determined by the Supervisory Board, based on the advice of the Selection and Remuneration Committee of the Supervisory Board. In line with the Code, the remuneration policy and the Long-Term Incentive Plan (LTIP) for the Executive Board were adopted and approved by the Annual General Meeting of Shareholders in 2004. In connection with a number of changes to the remuneration policy and to the LTIP, these subjects will be submitted to the Annual General Meeting of Shareholders again in 2007.
Under the LTIP, Executive Board Members can earn ordinary shares after a period of three years. Granting of the ordinary shares is subject to clear and objective three-year performance criteria established in advance. After earning ordinary shares, the Executive Board Members are not restricted from selling them for a period of five years or until the end of their employment, as recommended in the Code (Best Practice Provision II.2.3). Wolters Kluwer sees no reason to require the Executive Board Members to hold their ordinary shares for five years, because under the plan, grants recur on an
annual basis and as such the Executive Board Members will always have a strong incentive to pursue the long-term interests of the company. A five-year holding period will have no added value in this respect.
In relation to Best Practice Provision II.1.1 (appointment of Executive Board Members for a term of four years), the existing contracts with current Executive Board Members will be honored. However, with respect to the nomination of Mr. J.J. Lynch, Jr. as a new member of the Executive Board, an appointment for a term of four years, in line with the Code, will be proposed.
Because the company is acting in a competitive international environment, it is of crucial importance to have enough flexibility with respect to remuneration and terms of employment when new Executive Board Members are appointed. For that reason the company does not commit to the Best Practice Provision in the Code regarding the maximum remuneration in the event of involuntary dismissal (Best Practice Provision II.2.7). Especially in an international context, such maximum remuneration is usually not in conformity with market practice, and could restrict the company in attracting and retaining the best executive management.
Wolters Kluwer has a very strict Code of Conduct on Insider Trading. The Executive Board Members are only allowed to trade in Wolters Kluwer securities during four open periods of two weeks each, after publication of the annual, half-year, and quarterly results. There also are restrictions on trading in securities of peer group companies. Under the Wolters Kluwer Code of Conduct on Insider Trading, Executive Board Members are not compelled, however, to periodically notify the compliance officer of changes of their holdings in other Dutch listed companies as recommended in the Code (Best Practice Provision II.2.6). In the industry in which Wolters Kluwer operates, board members generally do not receive sensitive information about other Dutch listed companies in the ordinary course of business. Therefore, the Supervisory Board and the Executive Board see no added value for the company to monitor trading in securities of all Dutch listed companies by members of the Executive Board.
Supervisory Board Wolters Kluwer has a two-tier board structure. The Executive Board Members are responsible for the day-to-day operations of the company. The role of the Supervisory Board is to supervise the policies of the Executive Board and the general affairs of the company and its affiliated companies, and to assist the Executive Board by providing advice.
The General Meeting of Shareholders appoints the members of the Supervisory Board. The full procedure of appointment and dismissal of members of the Supervisory Board is explained in article 21 of the company's Articles of Association. At present, all Supervisory Board Members are independent from the company. The number of supervisory board memberships of all Supervisory Board Members is limited to such extent that the proper performance of their duties is assured. None of the Supervisory Board Members is a member of more than five supervisory boards of Dutch listed companies, with any chairmanships counting as two memberships.
Wolters Kluwer considers it important that the Supervisory Board Members are well-informed about the business and operations of the company. Towards this end, operating managers, including divisional CEOs, hold presentations on their businesses on a regular basis. In addition, the company facilitates visits to operating companies and individual meetings with staff and line managers.
The Annual General Meeting of Shareholders shall determine the remuneration of the Supervisory Board Members. The remuneration shall not depend on the results of the company. The Supervisory Board Members do not receive shares or stock options by way of remuneration, nor shall they be granted loans. They are bound by the same Code of Conduct on Insider Trading as the Executive Board Members. They are not compelled to periodically notify the compliance officer of changes of their holdings in other Dutch listed companies as recommended in the Code (Best Practice Provision III.7.3), for the same reason as explained in the paragraph about the Executive Board. At present, none of the Supervisory Board Members own any securities in Wolters Kluwer.
Committees As part of its responsibilities, the Audit Committee focuses on the operation of internal risk management and control systems, and on the role and functioning of the internal audit department and external auditors. The Audit Committee consists of at least three people. In line with the Code, the Terms of Reference of the Audit Committee determine that at least one member of the Audit Committee shall be a financial expert. In the current composition both Mr. Scheffers (Chairman of the Audit Committee) and Mr. Forman are financial experts.
The Supervisory Board also has installed a Selection and Remuneration Committee. Because appointments and remuneration are often closely related, the Supervisory Board sees no advantages in two separate committees. Installing two separate committees consisting of the same members would only increase the administrative burden. In line with the Code, the Chairman of the Supervisory Board will not be the Chairman of the Selection and Remuneration Committee. The Selection and Remuneration Committee shall in any event be responsible for drafting policies associated with remuneration within the company and for a proposal to the Supervisory Board regarding the specific remuneration of individual Executive Board Members. The Selection and Remuneration Committee also is responsible for drawing up selection criteria and appointment procedures for Supervisory Board Members and Executive Board Members.
Shareholders and the General Meeting At least once a year, a General Meeting of Shareholders will be held. of Shareholders The agenda of the Annual General Meeting of Shareholders shall in each case contain the report of the Executive Board, the adoption of the financial statements, the report of the Supervisory Board, and the proposal to distribute dividends or other distributions. Resolutions to release the members of the Executive and Supervisory Boards from liability for their respective duties shall be voted on separately. Shareholders who alone or jointly represent at least half a percent (0.5%) of the issued capital of Wolters Kluwer or who alone or jointly represent a block of shares worth at least €50 million, shall have the right to request the Executive Board or Supervisory Board that items be put on the agenda of the Annual General Meeting of Shareholders.
A resolution to amend the Articles of Association may only be passed on the proposal of the Executive Board subject to the approval of the Supervisory Board.
The Articles of Association of the company determine that shares shall be issued on the proposal of the Executive Board and by virtue of a resolution of the General Meeting of Shareholders, subject to designation of the Executive Board by the General Meeting of Shareholders. At the Annual General Meeting of Shareholders of April 26, 2006, the Executive Board has been granted the authority for a period of 18 months to issue new shares, with exclusion of pre-emptive rights, subject to approval of the Supervisory Board.
Acquisition of own shares may only be effected if the General Meeting of Shareholders has authorized the Executive Board for the purpose, and while respecting the restrictions imposed by the Articles of Associations of the company. At the Annual General Meeting of Shareholders of April 26, 2006, the authorization to acquire own shares has been granted to the Executive Board for a period of 18 months.
Until May 2006, depositary receipts for ordinary shares (Depositary Receipts) were traded on the Euronext Amsterdam Stock Exchange. The Depositary Receipts had been issued by the Wolters Kluwer Trust Office, which held the underlying ordinary shares in the company. The purpose of the issuance of Depositary Receipts was to prevent a (chance) minority of shareholders from controlling the decision-making process as a result of absenteeism at an Annual General Meeting of Shareholders. Although the holders of Depositary Receipts could exchange their Depositary Receipts into ordinary shares under all circumstances and without limitations and under all circumstances had the right to vote, the termination of the issuance of Depositary Receipts is considered as a further improvement of Wolters Kluwer's corporate governance. Therefore, the Executive Board put forward, with approval of the Supervisory Board, a proposal to the Annual General Meeting of Shareholders that was held on April 26, 2006, to terminate the issuance of Depositary Receipts. This proposal was approved. This led to conversion of Depositary Receipts into ordinary shares by the end of May 2006. Consequently, at present ordinary shares are traded on the stock exchange of Euronext Amsterdam.
www.wolterskluwer.com
For the avoidance of doubt it is noted that the issuance of "American Depositary Receipts" is not linked to the issuance of Depositary Receipts of ordinary shares, as described above. The American Depositary Receipt Program will continue to exist.
Audit functions The Executive Board is responsible for the quality and completeness of publicly disclosed financial reports. The Supervisory Board shall see to it that this responsibility is fulfilled.
The external auditor is appointed by the General Meeting of Shareholders. Wolters Kluwer intends to have the external auditor appointed by the
General Meeting of Shareholders every four years, after a thorough assessment of the performance of the external auditor. This happened at the Annual General Meeting of Shareholders of April 14, 2005. In addition to this thorough assessment, the Executive Board and the Audit Committee shall report their dealings with the external auditor to the Supervisory Board on an annual basis. The Supervisory Board also has the discretion to put the appointment of the external auditor on the agenda of the General Meeting of Shareholders before the lapse of a four-year period, if so warranted. The external auditor may be questioned by the General Meeting of Shareholders in relation to his auditor's opinion on the financial statements. The external auditor shall therefore attend and be entitled to address the General Meeting of Shareholders. The company has a policy on auditor independence in place, which has been published on the company's website, www.wolterskluwer.com.
The internal auditor operates under the responsibility of the Executive Board. The external auditor and the Audit Committee are involved in drawing up the work schedule of the internal auditor. The findings of the internal auditor will be presented to the external auditor and the Audit Committee.
Preference Shares Wolters Kluwer and the Wolters Kluwer Preference Shares Foundation have concluded an agreement based on which the Foundation can take preference shares. This option on preference shares is at present a measure that could be considered as a potential protection at Wolters Kluwer against exercising influence by a third party on the policy of the company without the consent of the Executive Board and Supervisory Board, including events that could threaten the continuity, independence, identity, or coherence between the activities of the company. The Foundation is entitled to exercise the option on preference shares in such a way that the number of preference shares taken will be no more than 100% of the number of issued and outstanding ordinary shares at the time of exercise. Among others by the exercise of the option on the preference shares by the Foundation, the Executive Board and the Supervisory Board will have the possibility to determine their position with respect to, for example, a party making a bid on the shares of Wolters Kluwer and its plans, or with respect to a third party that otherwise wishes to exercise decisive influence, and enables the Boards to examine and implement alternatives. All members of the Wolters Kluwer Preference Shares Foundation are independent of the company.
Severance arrangements The employment contracts of two Executive Board Members and two other in case of a public bid senior executives contain stipulations that give those persons the right to compensation if their employment contract would end following a public bid on the shares of the company.
Information pursuant to Decree The information specified in clause 10 of both the Take-over Directive and Clause 10 Take-over Directive the Decree, which came into force on December 31, 2006 (Decree Clause 10 Take-over Directive), can be found in this chapter and in the ➔ Information for Shareholders and Investors.
Legal structure The ultimate parent company of the Wolters Kluwer group is Wolters Kluwer nv. In 2002, Wolters Kluwer nv abolished the voluntary application of the structure regime ("structuurregeling"). As a consequence, the structure regime became applicable to Wolters Kluwer Nederland bv, which is the parent company of the Dutch operating subsidiaries. Wolters Kluwer International Holding bv is the direct or indirect parent company of the operating subsidiaries outside the Netherlands.
Amsterdam, February 27, 2007
Executive Board N. McKinstry, Chairman B.L.J.M. Beerkens J.M. Detailleur
WOLTERS KLUWER 2006 ANNUAL REPORT
Report of the Supervisory Board
Financial statements The Executive Board has submitted the 2006 financial statements to the Supervisory Board. The Supervisory Board also took note of the reports and the statements by KPMG Accountants nv (as referred to in Article 27, paragraph 3 of the company's Articles of Association), which the Supervisory Board discussed with KPMG. Taking KPMG's reports into account, the members of the Supervisory Board signed the 2006 financial statements. The Supervisory Board proposes to shareholders that they adopt these financial statements ( see ➔ Financial Statements in this report) at the Annual General Meeting of Shareholders on April 20, 2007. Resolutions to release the members of the Executive Board and of the Supervisory Board from liability for their respective duties will be voted on separately at the Annual General Meeting of Shareholders. In line with the announced dividend policy, it is proposed to distribute a dividend of €0.58 per share in cash, or, at the option of shareholders, in stock. Stock payments will be determined on April 27, 2007, after close of trading. Upon approval by the Annual General Meeting of Shareholders, the payments will be made as from May 3, 2007.
Activities The Supervisory Board held eight meetings in 2006. In addition, the Supervisory Board held four conference calls to discuss specific subjects. Two of the meetings started in the absence of the Executive Board. Five of the current Supervisory Board Members were present at all meetings, one member missed one meeting, and one member missed two meetings. One of the meetings was combined with a working visit to Kluwer in Alphen aan de Rijn (the Netherlands). During that meeting, management of the Dutch Kluwer operations gave several presentations.
In accordance with the Dutch Corporate Governance Code, the functioning of the Supervisory Board and the Executive Board and the performance of the individual members of both Boards were discussed in the absence of the Executive Board. In preparation of that meeting, the members of the Supervisory Board provided feedback through a written assessment. Furthermore, individual meetings were held with members of the Executive Board. The composition of the Supervisory Board, the Audit Committee, the Selection and Remuneration Committee, and the Executive Board also was discussed in the absence of the Executive Board. In addition to the scheduled meetings, the Chairman and other members of the Supervisory Board had regular contact with the Chairman and other members of the Executive Board.
Wolters Kluwer 2006 Annual Report
The Executive Board has kept the Supervisory Board closely informed about the execution of the three-year strategy and strategic issues in general. Furthermore, the Supervisory Board was closely involved in determining the strategy for 2007 and beyond, as announced on September 27, 2006. This strategy was discussed during several Supervisory Board meetings in 2006, and one additional meeting was entirely dedicated to this subject. In addition to the general strategic future of Wolters Kluwer, these discussions also included the exploration of strategic alternatives for the Education division, the financial outlook for 2007 and beyond, and the dividend policy. The Supervisory Board and Audit Committee also were informed about the general and financial risks of the business and about the results of an assessment of internal risk management and control systems. For more information, see ➔ Risk Management.
The Supervisory Board was kept informed about acquisitions and divestments, and approved the acquisitions which represent more than 1% of Wolters Kluwer's revenues. In addition, the Supervisory Board was kept informed of long-term contracts of significant value. The Supervisory Board approved the increase of the multi-currency credit facility to €1 billion. Other subjects discussed were the 2006 budget, annual and interim financial results and press releases, progress of the shared services project in North America, hedging, outsourcing, technology developments, corporate governance, sustainability, competitive developments, and human resources. As part of his introduction program, Mr. S.B. James, the newest member of the Supervisory Board, appointed on April 26, 2006, had meetings with several corporate staff members and operational managers.
Audit Committee The Audit Committee met on four occasions in 2006, during the preparation of the annual, half-year, and quarterly results. In 2006, the Audit Committee consisted of Messrs. Scheffers (Chairman), Baan, and Forman. Mr. De Ruiter was a member of the Audit Committee until his retirement on April 26, 2006.
The meetings of the Audit Committee were held in the presence of representatives of the Executive Board, the external auditor, and corporate staff members. In line with the Dutch Corporate Governance Code, the Audit Committee met once with the external auditors without members of the Executive Board being present. Among the main items discussed during the Audit Committee meetings were the financial results of the company, IFRS, pensions, shared services, hedging, tax planning, impairment testing, the financing of the company, internal risk management and control systems including IT systems, and the reports of the internal auditor. The Audit Committee has reviewed the proposed audit scope and approach, the audit fees, the independence of the external auditor, and the non-audit services provided by the external auditor.
Selection and Remuneration The Selection and Remuneration Committee met twice in 2006. Mr. Forman Committee succeeded Mr. De Ruiter after his retirement, as member of the Committee. The Committee further consists of Messrs. Pennings (Chairman) and Baan. The Committee has extensively discussed the remuneration policy for the Executive Board, including the base salary, new conditional awards of performance shares under the Long-Term Incentive Plan, and targets for the Short-Term Incentive Plan. The Committee engaged an outside compensation advisor to analyze market benchmark levels as well as provide specific recommendations on compensation structure and levels. This advice has been given directly to the members of the Committee. The Executive Board
was not present at the meetings between the members of the Selection and Remuneration Committee and the outside compensation advisor.
The recommendations of the Selection and Remuneration Committee with respect to the remuneration of the Executive Board have been discussed and agreed upon by the full Supervisory Board. For the remuneration policy of the Executive Board, see ➔ Remuneration Report and Financial Statements. The Committee also has discussed the compensation of the Supervisory Board. Based on a recommendation of the Committee, the Supervisory Board proposes to the Annual General Meeting of Shareholders that will be held on April 20, 2007, to increase the remuneration of the Supervisory Board Members by €5,000 per person.
The Committee actively searched for candidates in relation to the retirement of Mr. De Ruiter in 2006. This has resulted in the appointment by the Annual General Meeting of Shareholders of Mr. S.B. James as new member of the Supervisory Board in 2006. Furthermore, the Committee has discussed the succession of Mr. Detailleur, who will retire from the Executive Board in 2007. In accordance with the recommendation from the Selection and Remuneration Committee, the Supervisory Board proposes to the Annual General Meeting of Shareholders that will be held on April 20, 2007, to appoint Mr. J.J. Lynch, Jr. as a new member of the Executive Board.
Composition Mr. De Ruiter retired after the Annual General Meeting of Shareholders in 2006 according to the rotation schedule, after serving as member of the Supervisory Board for three four-year terms. He has been succeeded as Chairman by Mr. Baan.
Members of the Supervisory Board are appointed by the General Meeting of Shareholders. At last year's meeting on April 26, 2006, Mr. Baan was reappointed as member of the Supervisory Board. At the same meeting, Mr. James was appointed as new member of the Supervisory Board.
Mr. Pennings will retire after the Annual General Meeting of Shareholders on April 20, 2007, because he has served on the Supervisory Board for the maximum period of three four-year terms. The Supervisory Board has decided to appoint Mr. Wakkie as new Deputy Chairman of the Supervisory Board and as member of the Selection and Remuneration Committee after the retirement of Mr. Pennings. Mr. Forman will become the new Chairman of the Selection and Remuneration Committee. To fill the vacancy that will arise due to the retirement of Mr. Pennings, the Supervisory Board proposes to appoint Mr. B.F.J.A. Angelici as new Supervisory Board Member.
For more information on each of the Supervisory Board Members in accordance with the Dutch Corporate Governance Code, see ➔ Profile Supervisory Board. All members of the Supervisory Board are independent from the company within the meaning of Best Practice Provision III.2.2 of the Dutch Corporate Governance Code.
Mr. Detailleur will retire as member of the Executive Board in 2007. Mr. Detailleur has worked for Wolters Kluwer since 1989. Prior to his appointment as member of the Executive Board per January 1, 1999, he was responsible for the French activities of Wolters Kluwer. The Supervisory Board would like to thank Mr. Detailleur for his years of dedicated service to Wolters Kluwer.
Finally, the Supervisory Board would like to take this opportunity to thank the Executive Board and all employees for their efforts in the past year.
Amsterdam, February 27, 2007 Supervisory Board Wolters Kluwer nv A. Baan, Chairman J.V.H. Pennings, Deputy Chairman L.P. Forman A.J. Frost S.B. James H. Scheffers P.N. Wakkie
Retirement of Mr. Pennings In line with the rotation schedule and the Dutch Corporate Governance Code, Mr. Pennings is due to retire as Deputy Chairman and member of the Supervisory Board after the Annual General Meeting of Shareholders on April 20, 2007, because he has served three four-year terms on the Supervisory Board. Mr. Pennings became a member of the Supervisory Board in 1995 and was appointed as Deputy Chairman of the Supervisory Board in 1998. In that capacity he has regularly replaced the Chairman, most recently when he chaired the Annual General Meeting of Shareholders in 2006. He has been member of the Selection and Remuneration Committee since 1998. In 2003 he was appointed Chairman of that Committee. As member and Chairman of the Selection and Remuneration Committee he played an important role in Executive Board appointments. Mr. Pennings also was a member of the Audit Committee from 2000 until 2003. Mr. Pennings has made an important contribution to the growth and development of the company. We would like to thank Mr. Pennings for his great commitment and dedication.
Amsterdam, February 27, 2007
Supervisory Board A. Baan, Chairman L.P. Forman A.J. Frost S.B. James H. Scheffers P.N. Wakkie
Executive Board N. McKinstry, Chairman B.L.J.M. Beerkens J.M. Detailleur
Introduction During the Annual General Meeting of Shareholders of April 21, 2004, the current Remuneration Policy for members of the Executive Board for 2004 and subsequent years was adopted and the Long-Term Incentive Plan approved. In accordance with the recommendations of the Dutch Corporate Governance Code, any material changes to Wolters Kluwer's Remuneration Policy for members of the Executive Board and major changes to the Long-Term Incentive Plan will be submitted to the General Meeting of Shareholders for approval and adoption respectively.
The Supervisory Board proposes to make various changes with respect to the remuneration policy and the Long-Term Incentive Plan for the Executive Board for 2007 and subsequent years. Although it is debatable whether these changes qualify as material or major, the Supervisory Board is of the opinion that it is good corporate governance to submit these proposed changes to the Annual General Meeting of Shareholders that will be held on April 20, 2007.
Current remuneration policy The goals of Executive Board remuneration are to align individual and company performance, strengthen long-term commitment to the company, and attract and retain the best executive management talent.
The remuneration of Executive Board Members is based on surveys and analysis by internationally recognized firms specializing in executive compensation. Because Wolters Kluwer is a global organization and its Executive Board represents diverse nationalities, remuneration is benchmarked individually against surveys from European and U.S. companies, taking into consideration geographic locations where Executive Board Members might be recruited to and where new members might be recruited from in the future.
Remuneration for the Executive Board consists of three elements: a base salary, a Short-Term Incentive Plan (STIP) on which a cash bonus can be earned, and a Long-Term Incentive Plan (LTIP) on which performance shares can be earned. The base salary is determined annually. The Supervisory Board, based on recommendations from its Selection and Remuneration Committee, determines the base salary of individual Executive Board Members.
Both the short-term and long-term incentives vary according to performance. Variable elements of the remuneration package make up the largest portion of the Executive Board's total compensation, reflecting the philosophy that all senior executive compensation is linked to shareholder value.
Executive Board Members participate in pension schemes of their home countries, except in the Netherlands where an individually defined contribution plan is used. All current Executive Board Members have (leaving aside retirement due to age) employment contracts for an indefinite period of time. Periods of notice vary between 30 and 90 days.
Severance arrangements with Executive Board Members are either specifically determined in employment contracts or will be determined based on local laws. As explained in ➔ Corporate Governance, the company does not comply with the provision of the Dutch Corporate Governance Code that Executive Board Members are not allowed to receive more than one year's salary in the event of involuntary dismissal.
Executive Board remuneration Fixed and variable compensation and other considerations for members 2006 and 2007 of the Executive Board in 2006 are detailed in ➔ note 27 of the Financial Statements.
In 2006, base salaries for Executive Board Members were increased by 2%. For 2007, taking into account the individual approach to benchmarking, the Supervisory Board has decided to increase base salaries by 3.3% (Ms. McKinstry) and 3.2% (Mr. Beerkens). These increases are in accordance with the existing Remuneration Policy.
The Wolters Kluwer STIP grants Executive Board Members a cash bonus if specific objective, quantitative business targets are met. STIP targets are based on financial criteria determined to create value, such as revenue performance and free cash flow.
The STIP bonus for performance in 2006 (payout in 2007) for members of the Executive Board was based on the achievement of targets with respect to free cash flow (50%), revenue performance (25%), and ordinary net income (25%), with a payout of 70% of base salary for performance on target and a maximum payout of 90% of base salary for performance above target. The percentage, earned in 2006 and payable in March 2007, will be 80%. Since this bonus is related to 2006 performance, this amount is included in the total remuneration for 2006 as shown in ➔ note 27 of the Financial Statements.
Proposed amendments to the For 2007 and subsequent years, the Supervisory Board proposes to revise Short-Term Incentive Plan for 2007 the prior STIP payout targets to better reflect the market midpoints for each and subsequent years of the Executive Board Members. In prior years, payout targets were the same for each Executive Board Member. The Selection and Remuneration Committee believes that this is not consistent with Wolters Kluwer's philosophy of remuneration based on individual benchmarking and that it also does not provide adequate consideration for different Executive Board functions or levels of experience. As a result, the payouts for performance on target will be 125% of the base salary for Ms. McKinstry, 95% of the base salary for Mr. Beerkens, and 75% of the base salary for Mr. Lynch, the proposed new member of Executive Board. The maximum achievable payouts will be 175% (Ms. McKinstry), 145% (Mr. Beerkens), and 125% (Mr. Lynch); these amounts would only be payable if the actual performance exceeds 110% of target. There is no payout for results below 90% of target. For 2007 (payout in 2008) the Supervisory Board has decided to base the STIP targets on free cash flow (33.3%), revenue performance (33.3%), and ordinary net income (33.3%).
Long-Term Incentive Plan At the Annual General Meeting of Shareholders on April 21, 2004, implementation of a new Long-Term Incentive Plan (LTIP) for Executive Board Members was approved. The LTIP aligns the organization and its management with the strategic goals of the company, thus rewarding the creation of shareholder value. The plan uses performance shares and at the beginning of a three-year period a conditional award of shares is established. The total number of shares that the Executive Board Members will actually receive at the end of the three-year performance period depends on the achievement of predetermined performance conditions.
Rewards are based on Wolters Kluwer's Total Shareholder Return (TSR) in relation to a group of peer companies. TSR is calculated as the share price appreciation over a three-year period including dividend reinvestment. By using a three-year performance period, based on TSR, there is a clear relation between remuneration and long-term value creation.
The peer group consists of the following companies: Arnoldo Mondadori, Dow Jones & Company, Emap, Grupo PRISA, John Wiley & Sons, Lagardère, McGraw-Hill, Pearson, Reed Elsevier, Reuters, T&F Informa, Thomson, and United Business Media. Knight Ridder and VNU, which were included in the peer group in 2006, have been delisted and were replaced by McClatchy and Dun & Bradstreet, respectively. This peer group, with the exception of Dun & Bradstreet, represents the media companies from the Morgan Stanley Capital Index (MSCI), the index most widely used by media analysts. The Supervisory Board has established a secondary tier of companies that can be used to substitute for any of the current media peers should they delist during the term of the LTIP. These companies include Reader's Digest, Axel Springer, and Trinity Mirror.
The Executive Board can earn 0-150% of the number of conditionally awarded shares at the end of the three-year period depending on Wolters Kluwer's TSR performance compared to the peer group.
For the performance periods 2004-06, 2005-07, and 2006-08, the plan pays out 100% of the number of conditionally awarded shares if Wolters Kluwer reaches a position in the second quartile (fifth to eighth position) of the TSR ranking, 150% for first or second position, 125% for third or fourth position, 75% for ninth or tenth position, 40% for eleventh or twelfth position, and 0% for thirteenth to sixteenth position. The company's external auditor or an independent expert, appointed by the Supervisory Board, will verify the ranking.
Wolters Kluwer has reached the fourth position in the TSR ranking with respect to the first three-year performance period (2004-06). This means that the participants will receive 125% of the number of conditional rights on shares that were awarded in 2004.
The conditional share awards for the Executive Board are determined by the comparable market information from European and U.S. companies. The actual number of conditionally awarded shares over the performance periods 2004-06, 2005-07, and 2006-08 can be found in ➔ note 27 of the Financial Statements.
Proposed amendments to the The Supervisory Board proposes that for LTIP with a performance period of Long-Term Incentive Plan for 2007 2007-09, as well as for future plans, there will be no payout below eighth and subsequent years position, 150% for first or second position, 125% for third or fourth position, 100% for fifth or sixth position, and 75% payout for seventh or eighth position. This change recognizes the increased value of Wolters Kluwer stock since the original plan was introduced in 2004 and is in line with best
| practice recommendations for the governance of long-term incentive plans. As explained above, shares are conditionally awarded at the beginning of a three-year performance period. For future performance periods, starting with the performance period 2007-09, the Supervisory Board proposes to change the means by which the conditional award is determined, moving from a fixed number of shares, which was used from 2004 to 2006, to a fixed percentage of base salary determined by individual benchmarking. For the 2007-09 performance period, these amounts are determined to be 285% (Ms. McKinstry), 175% (Mr. Beerkens), and 170% (Mr. Lynch). These amounts are determined through an annual benchmarking process. The number of shares that is conditionally awarded at the start of the performance period is computed by dividing the amount, as calculated above, by the fair value of a conditionally awarded share at the start of the vesting period. The actual amount granted can vary from year to year, depending upon benchmark salary reviews. This approach, for 2007, results in a lower conditional share award at target than in prior years. |
|
|---|---|
| Senior management remuneration | Senior management remuneration consists of a base salary, STIP, and LTIP. The senior management STIP is based on the achievement of specific objective targets that are linked to creating value for shareholders, such as revenue performance and cash flow. The LTIP targets of senior management are the same as those of Executive Board Members, but with incentive zones that provide more opportunity than is provided to the Executive Board. |
| Amsterdam, February 27, 2007 | Selection and Remuneration Committee J.V.H. Pennings, Chairman A. Baan L.P. Forman |
WOLTERS KLUWER 2006 ANNUAL REPORT
Over the past three years, Wolters Kluwer has created a distinctive visual style. Our products and services are recognized by all of our customers under one umbrella brand. The shared look and feel strengthens our common Wolters Kluwer culture and reflects Wolters Kluwer's strongest attributes – high-quality content in context, technology-enabled solutions, and diverse customers and employees. Whatever the medium, our solutions proclaim an agile and innovative customer-focused company, created by all of its employees together, delivering on our promise to be The Professional's First Choice.
Wolters Kluwer serves its customers worldwide via hundreds of websites. Teleroute, Wolters Kluwer's European transport business, has been online since 1986 and new product, customer support, corporate, and interactive sites launch every month.
CT Summation, part of the Corporate Legal Services unit of Wolters Kluwer Corporate & Financial Services, was
started by two lawyers who saw how technology would transform the way litigators and the courts worked. Attorneys build a case from evidence which typically consists of combinations of testimony and documents from disparate sources. Managing these materials can be a challenge. CT Summation pioneered integrated litigation support software in 1988,
providing attorneys with a more efficient way to globally search, organize, analyze, and build a case.
CT Summation's online solutions serve legal professionals in areas including arbitration, business litigation, employment/labor, intellectual property, liability, and probate litigation. See ➔ www.ctsummation.com.
CREATE
Since 1853, Wolters Kluwer has published the authoritative, critical information professionals need to do their jobs. Print products such as books, journals, looseleaf materials, newsletters, and forms still make up a large part of the company's revenues. In fact, Wolters Kluwer is the largest on-demand printer in the United States today.
Nursing Made Incredibly Easy! is the
first journal to use a lighthearted, but never simplistic, approach to help nurses master new and essential skills. Nurses need to stay up-to-date on the latest advances in patient care. They need to learn and understand a wide range of procedures in a limited amount of time.
Nursing Made Incredibly Easy! breaks down challenging clinical concepts and presents them in a refreshingly
original and engaging format.
Nursing Made Incredibly Easy! is one of 50 leading nursing journals published by Lippincott Williams & Wilkins for practicing nurses, nursing educators and students, and allied healthcare professionals. See ➔ www.nursingcenter.com.
CREATE
The medium of choice for many Wolters Kluwer databases and workflow tools is CD-ROM. It offers the advantages of local storage and control, particularly important for sensitive data, as well as fast access to content without connectivity and bandwidth issues. CD-ROM products often can be integrated with complementary print or online solutions.
Lamy Temps de Travail's CD-ROMs
provide human resources professionals with ready-to-use templates, resources, and practical answers to the whole range of questions around working time. HR managers and staff have to manage multiple dimensions of employees' working time including documentation, calculation, and remuneration. Temps de Travail explains these complicated subjects in a clear and user-friendly way,
illustrated with charts, schedules, and operational models. Lamy launched its range of CD-ROM legal supplements in 1991 and exclusive forms on CD-ROM in 2001. Temps de Travail is one of more than 150 products Lamy offers to HR and social law professionals, accountants, and lawyers. See ➔ www.lamy.fr.
Many of Wolters Kluwer's businesses support their professional customers not only with innovative products and solutions, but also with expert services such as business consulting; strategic analysis and advice; outsourcing, HR, and compliance support; and training. PCi's consulting team performs a variety of services that enable financial institutions to outsource time-consuming compliance processes. One of the biggest challenges for financial services professionals is achieving compliance goals with limited time and personnel. PCi, part of the Wolters Kluwer Financial Services unit, provides their customers with needs assessments and project scoping, risk assessments, performance analyses, updating policies and procedures, recommendations and
corrective action, and more. PCi's services help financial institutions, including 95 of the top 100 lenders in the United States, leverage the increasingly complex compliance landscape to differentiate their offerings and generate profits. See ➔ www.pciwiz.com.
Wolters Kluwer's three-year plan, 2003-06, generated sustainable growth and value for customers, investors, employees, and society at large. Many achievements of the company and individual employees in this respect have received special honors. These awards and distinctions further demonstrate the understanding we have of our customers and the value they place in our products, services, and tools. It is with pride that we share a selection of recent awards and distinctions – recognition for being The Professional's First Choice.
RECIPIENT
CT Summation iBlaze AWARD 2005 Litigation Support Software of the year PRESENTER
Law Technology News® LOCATION / DIVISION
U.S./Corporate & Financial Services
RECIPIENT CCH CertiTAX software suite AWARD Gold Certified Partner PRESENTER Microsoft Partner Program LOCATION / DIVISION U.S./Tax, Accounting & Legal
RECIPIENT Ovid North and South America Technical Services Team AWARD Certification of Excellence PRESENTER BenchmarkPortal LOCATION / DIVISION North & South America/Health
APRIL 2006
MARCH 2006
RECIPIENT Expert/M Plus AWARD
Best Buy Award PRESENTER PC World
LOCATION / DIVISION Belgium/Legal, Tax & Regulatory Europe
RECIPIENT Akadémiai Kiadó AWARD Best Publishing House 2006, 4th prize PRESENTER MKKE (Hungarian Publishers' and Booksellers' Association) LOCATION / DIVISION Hungary/Legal, Tax & Regulatory Europe
RECIPIENT 19 Lippincott Williams & Wilkins titles AWARD Gold, silver, and bronze awards, 2006 Awards Competition PRESENTER American Society of Healthcare Publication Editors LOCATION / DIVISION
U.S./Health
als Jim Barkley, Sarah Easley, T.J. La Porte, Melissa Johnson, and Kevin Whalen AWARD Certified Anti-Money Laundering Specialists PRESENTER Association of Certified Anti-Money Laundering Specialists LOCATION / DIVISION U.S./Corporate & Financial
WKFS compliance profession-
Services
Wolters Kluwer Spain
Recognition as oldest publisher in Spain (150 years) and an example of continuous quality and entrepreneurship
PRESENTER
Association of Professional Publishers
LOCATION / DIVISION
Spain/Legal, Tax & Regulatory Europe
RECIPIENT ProSystem fx Scan AWARD 2006 Tax and Accounting Technology Innovation Award PRESENTER The CPA Technology Advisor LOCATION / DIVISION U.S./Tax, Accounting & Legal
RECIPIENT
CCH Canadian, Tax, Accounting and Financial Planning AWARD CMMI (Capability Maturity Model Integration) Level II Appraisal PRESENTER William C. McKnight, Authorized CMMI Lead Appraiser
LOCATION / DIVISION Canada/Tax, Accounting & Legal
Nursing Made Incredibly Easy! from Lippincott Williams & Wilkins AWARD
2006 Innovation Award PRESENTER
American Society of Healthcare Publication Editors LOCATION / DIVISION
U.S./Health
Wolters Kluwer Law & Business author Gary Born AWARD Expert Guides to the World's Leading Lawyers - Best of the Best 2006 PRESENTER Legal Media Group Publishers LOCATION / DIVISION U.S./Tax, Accounting & Legal
RECIPIENT 20 CCH products AWARD 2006 Top 100 Products PRESENTER Accounting Today LOCATION / DIVISION
U.S./Tax, Accounting & Legal
RECIPIENT
B.Point from OSRA, Suite Avvocato from OA Sistemi, and Sistema Professionista from Ipsoa AWARD Best and Innovative Products for 2006 and Beyond in the Software for Professionals category PRESENTER
ItaliaOggi LOCATION / DIVISION
Italy/Legal, Tax & Regulatory Europe
JANUARY 2007
U.S./Health
RECIPIENT
Wolters Kluwer Financial Services AWARD Software Vendor category award, 4th Annual Financial Planning Awards PRESENTER
CPA Wealth Provider
LOCATION / DIVISION
U.S./Corporate & Financial Services
RECIPIENT CCH Asia AWARD Work-Life Achiever Award PRESENTER Singapore Ministry of Manpower LOCATION / DIVISION Singapore/Tax, Accounting & Legal
JANUARY 2007
RECIPIENT
BasisPro
AWARD 2007 Codie Awards finalist, Best Business Productivity Solution and Best Business Software Solution PRESENTER
Software & Information Industry Association
LOCATION / DIVISION U.S./Corporate & Financial
Services
RECIPIENT Wolters Kluwer Financial Services AWARD One of Ten Technology Companies to Watch PRESENTER Bank Technology News LOCATION / DIVISION U.S./Corporate & Financial Services
Facts & Comparisons author John D. Grabenstein, RPh, PhD, FAPhA AWARD 2006 Award for Sustained Contribution to the Literature of Pharmacy Practice PRESENTER American Society of Health-System Pharmacists LOCATION / DIVISION
U.S./Health
AWARD
RECIPIENT CT Summation CaseVault 2006 Electronic Document Distribution System of the year PRESENTER Law Technology News® LOCATION / DIVISION U.S./Corporate & Financial Services
AWARD 2006 Litigation Support Software of the year PRESENTER Law Technology News® LOCATION/DIVISION U.S./Corporate & Financial Services
Understanding Your Weight (Lesley Ochoa, Robert Kushner, MD and the creative staff of the Anatomical Images Group of Lippincott Williams & Wilkins) AWARD
Silver Award for Patient Education, Information, 13th Annual National Health Information Awards
PRESENTER
Health Information Resource Center LOCATION / DIVISION
U.S./Health
AWARD 2006 Records Management Software of the year PRESENTER Law Technology News® LOCATION/DIVISION U.S./Corporate & Financial
Services
PRIDE
CCH's Tax Research NetWork AWARD 5-star (highest possible) rating, Tax Research Systems PRESENTER The CPA Technology Advisor
LOCATION / DIVISION
U.S./Tax, Accounting & Legal
CCH Wealth Management Library AWARD Software Vendor category award, 4th Annual Financial Planning Awards
PRESENTER CPA Wealth Provider
LOCATION / DIVISION
U.S./Tax, Accounting & Legal
Kluwer (Belgium) AWARD One of the Top Employers to Work for in Belgium 2007 PRESENTER
Corporate Research Foundation
LOCATION / DIVISION
Belgium/Legal, Tax & Regulatory Europe
GainsKeeper AWARD Readers' Choice Award, Portfolio Management category PRESENTER Technical Analysis of Stocks & Commodities LOCATION / DIVISION U.S./Corporate & Financial Services
An accountant, a nurse, a lawyer, a doctor, a banker, a pharmacist. In Europe, in the United States, in Latin America, in Asia. All of these professionals want to serve their clients as best they can. Wolters Kluwer helps them do this, with integrated information, knowledge, and technology creating content in context. We are partners with our customers. We have deep knowledge of their work. We create value for our customers. This value gives us a competitive edge and makes Wolters Kluwer The Professional's First Choice.
Assistant Professor of Nursing and the Corbin KY Campus Site Coordinator, Lincoln Memorial University, Harrogate, TN, United States.
Bachelor of Arts (English) – Cumberland College, Williamsburg, KY, and Bachelor and Master of Science in Nursing – University of Kentucky, Lexington, KY. Average work hours per week: 40-55, and when not working, reading, golfing, playing piano, traveling, enjoying her grandchildren, and photography.
"Timely, accurate, accessible information, in formats that meet the varied needs of learners, allows the teaching-learning process that helps students achieve their goals. This information is needed to provide students with the basis upon which to build knowledge through critical thinking and application of nursing principles, as well as sources of additional information; and it provides the faculty with multiple methods of presentation. Without this information, I could not do my work properly, students could fail to pass their licensure examinations, lack the appropriate level of knowledge related to public health policies and technical advances, and ultimately compromise the quality of care and patient safety."
Karen Stephens teaches nursing students both the fundamentals and maternity courses in the AND program using, among others, the Clinical Skills Nursing DVDs and Lippincott's Nursing Drug Guide. Karen speaks with her sales contact at Wolters Kluwer Health on a weekly basis, and the accuracy, credibility, and wonderful support she gets is part of a relationship that delivers value. The full spectrum of Wolters Kluwer Health services is available on ➔ www.wkhealth.com.
Senior Manager, KPMG (Shanghai and Hong Kong) for Global Transfer Pricing Services. MBA and PhD in Economics Average work hours per week: 50, and in free time, hiking.
"With the information I need, through proper transfer pricing planning, I create and enhance tax efficiencies for my clients, which improves my clients' work and their transfer pricing position in their corporations. It also creates possible business opportunities for me. When clients face queries from local tax authorities, I can help them clarify some transfer pricing issues, because I have the latest access to information from the government, private information providers, and academics. With these reports, I update my advisory work and reorganize my clients' corporate structure to enhance the operational efficiencies."
Elaine Chen of the CCH Shanghai sales team feels a strong responsibility to contribute to her customers' success. That is also what KPMG's senior manager, Banny Lam, and his colleague Ellen Yan, recognize in their efforts to serve tax departments of large corporations entering the fast-growing Chinese market.
Wolters Kluwer has been active in China for over 20 years and provides customers professional information tools both in Mandarin and English. For more information on opportunities in China ➔ www.cchchina.com.cn.
Lawyer, Director, Okre˛gowy Urza˛d Probierczy, the Regional Assay Office, Warsaw, Poland.
Average work hours per week: 50, and if time allows likes books, theater, cooking, walking in the forest.
"Up-to-date and accurate information, acts, and decrees are indispensable to my work. I need these when I am preparing drafts of rules and decrees connected with hallmarking, which is one of my duties. Articles of precious metal which are made by Polish manufacturers and artists are in the free market in the European Union, so it is very important to maintain order in the process of testing and marking them. Having wrong, out-of-date information will create difficulties in my client's work. It may be dangerous both for our staff and our clients."
Maria Magdalena Ulaczyk was invited to contribute to the Wolters Kluwer 2006 Annual Report by Wlodek Albin, the CEO of Wolters Kluwer Poland. Maria Magdalena works with the LEX database, the full database of treaties, and online access to jurisprudence. Poland joined the European Union in May 2004, and hallmarking is one of the areas that had to deal with the new situation of the common market. Using the information tools from Wolters Kluwer Poland enabled Maria Magdalena to bring the innovative standard of the assay office to European levels. See also ➔ www.wolterskluwer.pl.
Owner/Partner, Sharvin & Associates CPAs, Columbus, Ohio, United States. Bachelor of Arts - Purdue University, and MBA - Indiana University. Average work hours per week: 50, in free time, golf, snow skiing, hiking, and reading.
"As a small firm, I am involved in multiple facets of my clients' lives: tax planning and preparation, financial and business planning. Having the necessary information at my disposal allows me to work efficiently and serve them effectively throughout the year. I may be small, but the fact that I can operate on a global and mobile platform evens out the competitive playing field."
At the 2005 CCH User Conference, Jim Sharvin met with Nancy McKinstry, other senior executives of Wolters Kluwer, and CCH's sales team, where they exchanged ideas on globalization of the CPA's workplace. Jim spends several weeks a year building orphanage housing in Thailand and Cambodia, where, from Iocal internet cafés, he manages his CPA practice back home with the support of ProSystem fx Office, CCH's award-winning suite of integrated software, using Global fx. Contact a CCH sales representative at +1-800- 739-9998 or ➔ www.tax.cchgroup.com.
"Having the latest, up-to-date clinical practice guidelines, drug information, standards of care, and regulatory requirements allows me to develop business practices, clinical practice, and meet daily patient requirements. Without this information, my patient's treatment could be delayed."
Washington Square Endoscopy Center is an eight-physician privately owned practice specialized in outpatient Gastroenterology and Endoscopy. Stephanie and her colleagues work with ProVation MD/RN, the first software designed by clinicians to automate nursing procedure documentation and workflow. They chose ProVation because it offers a mature, stable, yet flexible product. Read more on Washington Square Endoscopy Center's use of ProVation MD/RN at ➔ www.provationmedical.com.
Consultant and Staff Manager, Raiffeisenverband Südtirol, Bolzano, Italy. Average work hours per week: 50, in free time, climbing, running, skiing, and his dog.
"I need the daily news on laws and collective agreements, as well as commentary and interpretations of these. With this information, I help my clients work efficiently, save taxes, and reduce costs. If I don't have the latest, up-to-date information, my clients could face punishment or penalties for tax offenses, or problems with trade unions and employees."
As a Raiffeisenverband consultant for human resources, Christian works with many customers, one of which is Walter Eisendle, the General Manager of Kellerei Terlan, a cooperative vineyard in Northern Italy founded in 1893. True partnership and cooperation is at the core of the existence of the Raiffeisenverband. That partnership is also reflected in the cooperation between Christian Tanner and Agostino Parolin and Tomaso Fondriest of PCS Soft, part of Wolters Kluwer Italy. The Raiffeisenverband uses Giotto, the integrated content and payroll software product, and tax amnesty software of PCS Soft. For a demo of Giotto ➔ www.ipsoa.it.
Litigator with Tilleke & Gibbins International Ltd., Bangkok, Thailand. Master of Commercial Law - Deakin University, Melbourne, Australia; Master of Laws - University of Melbourne; Barristerat-Law-Bar-Institute of Legal Education, Bangkok; Graduate Diploma in Business Law and Bachelor of Laws- Thammasat University, Bangkok. Average work hours per week: 56,
in free time, reading non-fiction books, reports, news, etc., internet research for IT updates, and gardening.
"The relationship with my clients is based on trust. Gaining and maintaining that trust lies in the fact that I am able to provide every client with advice and solutions suited most to their problems. Having access to court precedents, statutes, and legal opinions; as well as the latest news, business reports, and economic statistics enables me to complete my work quicker and more precisely. As a litigator, you do not want your client to lose business opportunities, or lose a court case due to outdated advice. Having a greater understanding of my clients' problems increases their confidence in my advice and in me as a professional."
Noppramart Thammateeradaycho and her colleagues at Tilleke & Gibbins in Bangkok work with publications from Kluwer Law International, part of the Law & Business unit of Wolters Kluwer Tax, Accounting & Legal. Marcel Nieuwenhuis and Sophie Bijlaart of Kluwer Law International, based in Den Haag, the Netherlands, invited Noppramart to share her thoughts on her professional challenges and information needs. For the product portfolio of Kluwer Law International and Law & Business ➔ www.kluwerlaw.com.
Chief of Nursing, @Home Inc., Philadelphia, United States. Bachelor of Science (Business), Bachelor of Science (Nursing). Average work hours per week: 50, otherwise, travel, beach, biking, boating.
"In healthcare, information changes so fast. Having up-to-date information available to me when I need it makes me more confident and makes the patient feel comfortable. If you lose the trust of your patient, the impact could be enormous. With good supporting staff, well-managed communications, and plenty of patience, in combination with the latest healthcare information, it makes the patient, feel as though our staff is providing the best information possible, and that is the ultimate goal."
Patrick and his co-owners Joe and Lisa started @Home, a care organization with its backoffice completely online, in 2006. The cooperation between @Home and Richard Wohl, John Friscia, and their team at Wolters Kluwer Health shows the spirit of emerging opportunities in the nursing market. Combining the needs and expertise of start-ups like @Home with the heritage of Lippincott Williams & Wilkins, with its more than 200 years of deep customer knowledge, results in up-to-date information tools. For more on continuing education and cutting-edge nursing material ➔ www.lww.com.
Wolters Kluwer is made up of skilled and ambitious professionals who are passionate about their work, driven to succeed, and committed to serving their customers. On the following pages, a few of our more than 19,900 talented employees share their perspectives on customer needs, market leadership, and industry trends. It is the insight and experience of thought leaders like these that enables Wolters Kluwer to create value and accelerate profitable growth. And with an enthusiastic and collegial work environment, Wolters Kluwer is also The Professional's First Choice for its employees.
Chief Publishing Officer and Sales & Marketing Director Wolters Kluwer Spain (Madrid, Spain)
The main developments in my markets are the migration from paper and electronic offline products to online products and searching the information in natural language. Customers want updated information - practical, brief, and all on a single screen, with links to other information and official documentation. For Wolters Kluwer, this means increasing the value of our information products by increasing the integration of contents in several ways: integration of content from different products, integration of software and content, integration with third
parties' non-proprietary content, and integration with customers' own content.
We must also work on creating new approaches to the information like abstracts, quick answers followed by in-depth information, a simpler and more structured way of writing linked to smart pop-ups, alerts, and information specifically designed for cell phones and PDAs. And even more critical are all our efforts to be at the leading edge in technical developments, providing the best tools to access the information and incorporating all the possibilities
that technology provides us: searching in natural language (avoiding complex Boolean commands or difficult thesauri), score-ranking of results, semantic expansion, quick answers, etc.
As I see it, Wolters Kluwer enjoys nowadays an extraordinary position to meet our customers' needs. We increasingly have the advantage regarding knowledge of the customer's workflow as a basis to develop appropriate software and high-quality integrated content, combined with a brand of international scope and reputation.
Vice President, Software Development Wolters Kluwer Tax and Accounting (Witchita, Kansas, USA)
Four dynamics are at work in our industry: (1) The current velocity of technological advancement is unprecedented. Our ability to quickly leverage emerging and disruptive technologies to develop new and innovative solutions will differentiate us from our competition. (2) The labor force for our markets is increasingly working remotely. The users of our products are following a larger paradigm shift with labor where work is distributed all over the world to maximize economies of available supply. Our product and service offerings need to be biased toward this trend.
(3) The small to medium sized enterprises market is the fastest growing market
segment for most software companies, and we also believe this market offers great opportunities for penetration with our solutions.
(4) Security concerns from our customers and accompanying federal and state regulations (such as Sarbanes-Oxley) are at an all-time high. Our solutions need to be flexible for users, but also possess robust security requirements to deliver high confidence with our customers.
Our approach to all these dynamics is to create new development projects based on a comprehensive contextual design process where cross-functional product teams observe our customers in their working ecosystems. The collection and analysis of data captured in these exercises is extensive. Our contextual design findings are allowing us to consolidate disparate workflows, system to system, human to system, or human to human, into streamlined application solutions. By leveraging new technologies and service-oriented architectures, we are able to deploy our core application solutions to a variety of operating platforms, internet, network, or local PC. Deploying sophisticated application solutions on the internet, coupled with traditional platforms, allows us to reach the largest market preference and also leverages an upward trend of a mobile workforce.
Director, Global Content Creation Pharma Solutions Wolters Kluwer Health (Auckland, New Zealand)
The need for disclosure and transparency around drug development and promotion has recently come under considerable media and governmental scrutiny, driven by high-profile drug withdrawals. This has been an area of rapid development and change for our customers, with complex, and sometimes conflicting, requirements that continue to evolve. We have our own processes in place that reinforce best practice for our customers, and use our knowledge and experience to help our customers meet these requirements.
At the same time, the importance of health outcomes in pharmacoevaluation is continuing to grow. Limits on healthcare spending, whether imposed at the governmental level or by private payers such as insurers or managed care organizations, have increased the importance of economic assessment of pharmaceuticals. Similarly, the pharmacoeconomic evaluation of an agent is important because of the implications for reimbursement and thus the place of a drug in the market. Wolters Kluwer Health already has
products and experience in these areas. We have acknowledged expertise in health outcomes and drug safety and are expanding our capabilities. We provide our customers the ability to track the competitive landscape, and design and analyze the studies needed to demonstrate the value of their products. We regularly get feedback from those working in these areas (and from our competitors), indicating that the service and insight we provide to authors publishing in these fields is second to none.
Director, Content Development Wolters Kluwer Legal, Tax & Regulatory Europe (Mechelen, Belgium)
The information industry has been enabled by and become dependent on technology over the past 20 years. Everyone's a publisher on the web these days - this trend has been reinforced over the past two years by the rise of so-called "web 2.0" phenomena: blogs, wikis, folksonomies, etc. Blogging lawyers and accountants are no longer a curiosity in the United States, and I'm sure Europe will follow. Although need for information in our legal and tax market is still largely local because of the nature of the subject (national jurisdictions, local language), user expectations around search and retrieval features and functionality are global as everybody is "Googling," using eBay, or Wikipedia.
For Wolters Kluwer, it is important to focus on adding value to primary information. That value proposition could take various forms: of course we continue to provide explanations and comments from leading subject experts and authors, but in view of the abundant amounts of information we must also provide more context, improve "findability," ensure completeness of research material, provide tools that allow customers to rapidly select the most relevant material and tools that help efficient processing of that information. Finally, we must also offer our customers the assurance that what they retrieve today will also be available to them tomorrow.
The information industry has changed so much over the past 20 years. And the pace of change is still accelerating in my opinion. Coping with such an amount of change is a challenge, sure, but it keeps us alert, curious, and allows us to explore new territory and opportunities. For some, to change means to suffer. For me, however, it's a way of life. From marketeer to publisher to becoming involved in all aspects of the electronic publishing business, I've held about seven different positions in three different countries. Wolters Kluwer is a great place to develop a variety of skills.
Director, Business Development Wolters Kluwer Tax and Accounting (Riverwoods, Illinois, USA)
The tax and accounting profession continues to face staffing challenges – stemming from both a shortage of college graduates entering the profession and an estimated 75% of current AICPA (American Institute of Certified Public Accountants) membership scheduled to retire within the next 14 years. Additionally, Sarbanes-Oxley and ensuing legislation is driving new compliance demands on corporations. As a result, larger professional accounting firms are developing new services to address new legislation. Middle market and smaller firms are taking on larger corporate clients and offering new services. All firms must find
ways to retain knowledge as partners and senior staff retire. For corporate and professional tax and accounting departments, integrated workflow solutions that provide meaningful productivity improvements and ease compliance challenges are critical.
Wolters Kluwer Tax and Accounting is a strategic partner to our customers, working together to develop end-to-end solutions to address productivity and compliance issues. Beginning with the reorganization in 2003 into customerfacing units, we have continued this evolution to align our internal resources and expand our knowledge of customer
workflow to best serve the changing needs of our customers. Understanding our customers is at the center of each new initiative – observing how they work and listening to their concerns enables us to continually enhance our core products and offer new solutions that provide measurable benefit to customers. Our team recognizes that one size does not fit all – whether through addition of new brands or leveraging new technologies, our goal is to provide depth and breadth of content and software to enable customers' flexibility in selecting solutions that will best meet their needs.
Chief Product Manager Banking Analytics Wolters Kluwer Financial Services (Boston, Massachusetts, USA)
Increasing market and regulatory pressures on the financial services industry across a number of compliance and other risk areas, including anti-money laundering, fraud, and anti-predatory lending, are dramatically increasing the cost and complexity of compliance programs in all segments of the market. There is a shortage of expert personnel throughout the industry to address these high-visibility challenges. With the U.S. government focused on the consumer impact of increasing mortgage default rates driven
by overly exotic loan products and weakening housing markets, controlling terrorist financing, and preventing identity theft, it is clear that strong reputation and regulatory risks will continue for the foreseeable future.
Our Banking Analytics group provides the expert solutions to efficiently manage these challenges. We deliver our expertise to customers through software, consulting and professional services, and business process outsourcing. By offering compliance outsourcing that leverages our
industry-standard software and in-house experts, we can both mitigate the shortage of qualified personnel in the market and efficiently solve the regulatory risk challenges. All of this translates to an increase in potential customer account value by a factor of as much as four. It is a paradigm-shifting opportunity to transform the financial services compliance management landscape, and we are excited to have a leading role in reducing the financial service industry's regulatory burden.
Market Unit Leader and General Manager DeAgostini Professionale and UTET Giuridica (Milan, Italy)
The major development in our markets is without any doubt the importance of internet/online for legal and public administration professionals. Nearly all their professional activities are moving online. Searching, archiving, office management, contact with clients or citizens - everything has to do with online. In fact, it has become impossible to carry out their work without it.
Currently, we also see a trend towards multidisciplinary offices in which legal, fiscal, financial, and employment law competencies are concentrated. These
offices have all specialties in house and are capable of fulfilling all the needs of different customers. They have to, because of the increasing competition between offices. In order to keep the client, they need to change their role from being more of an expert to becoming more of a consultant.
We are supporting the customer by concentrating on his workflow. We developed Iter, Latin for "the way to," a workflow-based search system that saves valuable time by providing a limited number of high-quality search results,
unlike regular search engines which provide a huge number of hits of varying quality. Four of the six leading legal brands in Italy are from Wolters Kluwer. With the completely different profiles and images these brands have in the market, we can provide a total solution to all legal market segments. All brands are accessible via a single portal. By linking our portals for legal, fiscal, and financial professionals and providing practical solutions, we are capable of meeting the multidisciplinary (consulting) needs of our customers.
VALUE PASSION
Vice President, Business Development Corporate Legal Services (New York, New York, USA)
Clients expect more from their attorneys. What defines a good attorney has moved beyond the practice of law. Attorneys are expected to understand their clients' businesses to help them manage risk. When litigation inevitably occurs, clients expect attorneys to quickly answer complex questions not only about the law, but also about the case facts. Sorting through the facts in the past was a timeconsuming process and required the review of numerous boxes of paper. This task was complicated by the proliferation of electronic information and e-mail in the last 10 years, resulting in a significant increase in the documents that attorneys must review. Quickly finding the important documents in a case or being able to report on the cost of litigation, things that were nearly impossible just a few years ago, have become standard expectations. When a case includes thousands of documents this can seem like an insurmountable task.
What I'm passionate about is how Wolters Kluwer is leveraging technology to allow attorneys to redefine the practice of law. Wolters Kluwer has built the market-leading tools for litigation management, pioneering both the e-billing and litigation support markets. CT TyMetrix was the first company to provide integrated matter management and e-billing software, allowing companies to manage
litigation and track spending with a single user-friendly tool. The competition is beginning to follow suit, but CT TyMetrix will continue to redefine customer value in new ways. CT Summation created the first and only integrated tool for managing documents related to a case whether stored in a filing cabinet as paper, as an electronic computer file, e-mail, or even part of the official court transcript. CT Summation is working on further expanding their tools, raising the bar in workflow efficiency for attorneys managing case facts and allowing them to access their documents whether they are in their firm's office or in court.
Chief Medical Officer Wolters Kluwer Health and Vice President of Clinical Development, Clinical Solutions Wolters Kluwer Health (Phoenix, Arizona, USA)
Clinicians and healthcare organizations are rapidly beginning to see the value of bringing pertinent content into the workflow of patient care. Products that accomplish this are often called "Point of Care," and involve technology with embedded content that improves patient care without adding work for the clinician. The healthcare market is now spending significant amounts of their budget on IT solutions, with a primary focus on Point of Care products. In addition, EMR (electronic medical record) vendors have been working for many years to improve basic functions within healthcare organizations, and are now beginning to implement integrated content within their applications. These markets have many product entries and will expand rapidly over the next decade.
At Wolters Kluwer Health, we have a great start in the Point of Care market space, with products and content that include procedure documentation for physicians and nurses, out-patient note documentation, evidence-based guidelines for diagnosis and care, evidence-based order sets, and clinician search tools to find answers to a wide variety of clinical questions.
We also have expertise in understanding clinical workflow and developing technology that helps the clinician provide and document care.
With our extensive, well-respected content we have the opportunity to integrate this content through Point of Care technology and bring unprecedented breadth and depth to clinicians and healthcare organizations at the point of care. Our challenge will be to maintain processes that allow us to understand our many varied assets and integrate them across all of Wolters Kluwer Health.
Publishing Director CompLex Publisher (Budapest, Hungary)
We currently face three new conditions of competition: the massive amount of free information on the internet provided by the public and private sectors; changes in the media through which we obtain information; and the penetration of ICT into providing information.
My ten years of personal experience in electronic publishing give me not just faith, but the knowledge that we will be able to react to the technical challenges quickly and at least as well as our competitors. CompLex combines the reputation and good name of the oldest (51 years old) legal publishing house in Hungary, with
the freshness and credibility of a nearly 15-year-old IT-oriented electronic publishing company. Our most effective development in the past two years was the implementation of a Questions and Answers service combined with a monthly periodical to several markets, for example the labor and HR professionals where we substantially expended our market position in the last two years.
Implementing Wolters Kluwer's strategy in Hungary allowed CompLex to become the biggest publishing house in Hungary in the last years. It is quite clear to me that the source of our growth according to Wolters Kluwer's strategy was based on converting our way of thinking about publishing – we have to move our market position and definition of traditional publisher to the position of the content provider and integrated solution provider. Because we were able to successfully transmit our knowledge, experiences, and authority from paperbased publishing to electronic publishing, our goal to go deeper and provide more sophisticated software solutions combined with our high-quality content seems to be reachable in the coming years.
Vice President, Legal and Professional Group Wolters Kluwer Law & Business (Riverwoods, Illinois, USA)
Our customers are lawyers and librarians who work in law firms, corporations, and the government, in the United States and abroad. We publish market-leading content and tools in a wide range of practice areas for legal professionals who focus on securities, corporate, intellectual property, M&A, and trade regulation. New product development is a high priority for us and, for the last three years, we have focused on launching online integrated practice area libraries. These libraries combine our analytic content with relevant primary source materials, such as cases and statutes. This content
integration, supported by a variety of electronic search and retrieval tools, adds value to our content and helps our customers work more productively.
As a leading source for specialized solutions, we place a high priority on understanding professionals' needs and serving them best. We conduct in-depth interviews to learn about new and growing practice areas and how to innovate appropriately for the customers we serve. We focus closely on how the customer works and how we can help them be even more successful. Our integrated online libraries are an excellent example of the
result of this process. When we watched our customers work, we saw them turning to different sources of information throughout the research process. We knew we could help them be more productive, and enhance the quality of their research, by offering these resources through one single online source. The success of these offerings is especially exciting as it validates that our employees have built strong relationships with our customers; we understand their needs and we are creating products that they rely on and value.
Director, Talent Management Wolters Kluwer (Philadelphia, Pennsylvania, USA)
Companies are continuing to evolve and improve in their markets and industries. Successful companies often have similar strategies and business objectives. However, the key differentiator between good companies and outstanding companies is typically the people in those companies - the talent. At Wolters Kluwer, we strive to attract, challenge, and develop our leadership talent from within.
An important part of Wolters Kluwer's strategy is to strengthen our management and leadership capabilities. We have designed and implemented a global talent management program to identify and develop our next generation of leaders.
We also actively recruit and develop professionals such as lawyers, CPAs, and doctors to provide first-hand knowledge of the markets we serve and critical insight into the needs of our customers. These very talented individuals continue to find new, unique ways to deliver value to our clients by focusing on integrated offerings, global scale, and customer intimacy.
Our philosophy of talent management focuses on creating an organizational mindset about talent, which is necessary to achieve the ultimate goal of competitive advantage gained through successful talent management and development.
We facilitate on-the-job experiences that challenge and motivate employees and enable growth and career development. Examples include mentoring opportunities, coaching and feedback, networking with senior executives, leadership forums, and global task forces – all designed to build leadership capabilities. This approach has proven to be very effective at Wolters Kluwer. Global movement of talent has significantly increased, as has the promotion rate of internal candidates into key leadership positions. In the end, all these efforts help us deliver on our vision of being The Professional's First Choice.
PASSION
2006 Financial Statements
Consolidated Income Statement 91
Consolidated Balance Sheet 92
Consolidated Cash Flow Statement 94
Consolidated Statement of Recognized Income and Expense 95
in millions of euros
| 2006 | 2005 | |||
|---|---|---|---|---|
| Revenues note 2 | 3,693 | 3,374 | ||
| Cost of sales | 1,383 | 1,234 | ||
| Gross profit ■ |
2,310 | 2,140 | ||
| Sales costs | 679 | 611 | ||
| General and administrative costs | ||||
| General and administrative operating expenses ■ |
1,013 | 996 | ||
| Amortization of publishing rights ■ |
||||
| and impairments note 5 | 121 | 81 | ||
| Exceptional restructuring expense note 6 ■ |
– | 20 | ||
| Total general and administrative costs ■ |
1,134 | 1,097 | ||
| Total operating expenses ■ |
1,813 | 1,708 | ||
| Operating profit ■ |
497 | 432 | ||
| Income from investments note 13 | 6 | 5 | ||
| Finance income note 7 | 8 | 15 | ||
| Finance costs note 7 | (112) | (118) | ||
| Results on disposals note 3 | 9 | 4 | ||
| Share of profit of associates note 12 | 1 | 3 | ||
| Profit before tax ■ |
409 | 341 | ||
| Income tax expense note 8 | (87) | (80) | ||
| Profit for the year ■ |
322 | 261 | ||
| Attributable to | ||||
| Equity holders of the parent ■ |
321 | 260 | ||
| Minority interests note 9 ■ |
1 | 1 | ||
| Profit for the year ■ |
322 | 261 | ||
| Basic earnings per share (€) note 1 | 1.04 | 0.86 | ||
| Diluted earnings per share (€) | 1.03 | 0.85 | ||
in millions of euros at December 31
| 2006 | 2005 | |||
|---|---|---|---|---|
| Non-current assets | ||||
| Intangible assets note 10 | 4,015 | 3,450 | ||
| Property, Plant and Equipment note 11 | 186 | 205 | ||
| Investments in associates note 12 | 18 | 10 | ||
| Financial assets note 13 | 113 | 117 | ||
| Deferred tax assets note 14 | 56 | 23 | ||
| Total non-current assets ■ |
4,388 | 3,805 | ||
| Current assets | ||||
| Inventories note 15 | 134 | 130 | ||
| Trade and other receivables note 16 | 973 | 1,029 | ||
| Income tax receivable | 20 | 48 | ||
| Cash and cash equivalents note 17 | 138 | 428 | ||
| Total current assets ■ |
1,265 | 1,635 | ||
| Current liabilities | ||||
| Deferred income | 979 | 957 | ||
| Trade and other payables | 420 | 411 | ||
| Income tax payable | 26 | 21 | ||
| Short-term provisions | 22 | 44 | ||
| Borrowings and bank overdrafts note 19 | 943 | 719 | ||
| Other current liabilities note 18 | 444 | 410 | ||
| Total current liabilities ■ |
2,834 | 2,562 | ||
| Working capital ■ |
(1,569) | (927) | ||
| Capital employed ■ |
2,819 | 2,878 | ||
| 2006 | 2005 | |||
|---|---|---|---|---|
| Non-current liabilities | ||||
| Long-term debt | ||||
| Subordinated bonds ■ |
– | 227 | ||
| Bonds ■ |
919 | 927 | ||
| Perpetual cumulative subordinated bonds ■ |
225 | 225 | ||
| Other ■ |
88 | 57 | ||
| Total long-term debt note 19 ■ |
1,232 | 1,436 | ||
| Deferred tax liabilities note 14 | 192 | 80 | ||
| Employee benefits note 20 | 187 | 250 | ||
| Provisions note 21 | 12 | 13 | ||
| Total non-current liabilities ■ |
1,623 | 1,779 | ||
| Equity | ||||
| Issued share capital | 37 | 37 | ||
| Share premium reserve | 90 | 90 | ||
| Legal reserve | 9 | 9 | ||
| Other reserves | 1,058 | 962 | ||
| Equity attributable to equity holders ■ of the parent |
1,194 | 1,098 | ||
| Minority interests note 9 | 2 | 1 | ||
| Total equity note 22 ■ |
1,196 | 1,099 | ||
| Total financing ■ |
2,819 | 2,878 | ||
in millions of euros
| 2006 | 2005 | |||
|---|---|---|---|---|
| Cash flows from operating activities | ||||
| Operating profit | 497 | 432 | ||
| Amortization and depreciation | 208 | 172 | ||
| Exceptional restructuring expense | – | 20 | ||
| Autonomous movements in working capital | 9 | 30 | ||
| Cash flow from operations ■ |
714 | 654 | ||
| Paid financing costs | (126) | (99) | ||
| Paid corporate income tax | (36) | (83) | ||
| Appropriation of restructuring provisions | (37) | (51) | ||
| Share-based payments | 17 | 12 | ||
| Other | 3 | (4) | ||
| (179) | (225) | |||
| Net cash from operating activities ■ |
535 | 429 | ||
| Cash flows from investing activities | ||||
| Net capital expenditure | (99) | (86) | ||
| Acquisition spending note 3 | (773) | (357) | ||
| Receipts from disposal of activities note 3 | 13 | 13 | ||
| Dividends received | 7 | 8 | ||
| Cash from derivatives | 105 | 83 | ||
| Net cash used in investing activities ■ |
(747) | (339) | ||
| Cash flows from financing activities | ||||
| Exercise share options | 4 | 11 | ||
| Redemption loans | (644) | (356) | ||
| New loans | 682 | 9 | ||
| Movements in bank overdrafts | (22) | 46 | ||
| Dividend payments | (80) | (69) | ||
| Repurchased shares | (19) | – | ||
| Net cash used in financing activities ■ |
(79) | (359) | ||
| Net cash flow ■ |
(291) | (269) | ||
| Cash and cash equivalents at January 1 | 428 | 687 | ||
| Exchange differences on cash and cash equivalents | 1 | 10 | ||
| 429 | 697 | |||
| Cash and cash equivalents ■ |
||||
| at December 31 | 138 | 428 |
in millions of euros
| 2006 | 2005 | |||
|---|---|---|---|---|
| Profit for the year ■ |
322 | 261 | ||
| Exchange differences on translating foreign operations | (211) | 252 | ||
| Gains/(losses) on hedges of net investments | ||||
| in foreign operations | 12 | (78) | ||
| Gains/(losses) on cash flow hedges | (2) | – | ||
| Actuarial gains/(losses) on defined benefit plans | 38 | 3 | ||
| Tax on items taken directly to or transferred from equity | 16 | (1) | ||
| Net income recognized directly in equity ■ |
(147) | 176 | ||
| Total recognized income and expense ■ |
||||
| for the year | 175 | 437 | ||
| Attributable to: | ||||
| Equity holders of the parent ■ |
174 | 436 | ||
| Minority interests ■ |
1 | 1 | ||
| Total ■ |
175 | 437 | ||
| Effect of changes in accounting policy: | ||||
| Equity holders of the parent ■ |
– | 4 | ||
| Minority interests ■ |
– | 0 | ||
| Total ■ |
– | 4 | ||
Notes to the Consolidated Financial Statements
Notes to the Consolidated Financial Statements 98
Wolters Kluwer nv ("the Company") with its subsidiaries (together "the Group") is a leading global information services and publishing company. The Group's core markets are spread across the health, corporate services, financial services, tax, accounting, law, regulation, and education sectors. The Group maintains operations across Europe, North America, and Asia Pacific. The company is headquartered in Amsterdam, the Netherlands. The company's ordinary shares are quoted
on Euronext Amsterdam (WKL) and are included in the AEX and Euronext 100 indices. These financial statements were authorized for issue by the Executive Board and Supervisory Board on February 27, 2007.
The consolidated financial statements of the Company at and for the year ended December 31, 2006, comprise the Group and the Group's interest in associates and jointly controlled entities. The principal accounting policies applied in the preparation of these consolidated financial statements are set out below. These policies have been consistently applied by the Group entities to the financial information relating to 2006 and 2005, as presented in these consolidated financial statements.
The consolidated financial statements have been prepared in accordance with International Financial Reporting Standards (IFRS) and its interpretations including International Accounting Standards (IAS) prevailing per December 31, 2006, as adopted by the International Accounting Standards Board (IASB) and as endorsed for use in the European Union by the European Commission.
The consolidated financial statements are presented in millions of euros. They have been prepared under the historical cost convention except for financial assets and financial liabilities (including derivative financial instruments) that are recognized at their fair value. The preparation of 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 and liabilities, the disclosure of contingent assets and liabilities, and the reported amounts of income and expense. The estimates and associated assumptions are based on historical experience and various 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 readily apparent from other sources. Actual results may differ from those estimates.
The estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognized in the period in which the estimate is revised if the revision affects only that period or in the period of the revision and future periods if the revision affects both current and future periods. Judgments made by management in the application of IFRS that have significant effect on the financial statements and estimates with a significant risk of material adjustment in the next year are discussed in note 28.
Subsidiaries Subsidiaries are all entities (including special purpose entities) over which the Group has the power to govern the financial and operating policies generally accompanying a shareholding of more than one half of the voting rights. The existence and effect of potential voting rights that are currently exercisable or convertible are considered when assessing whether the Group controls another entity. Subsidiaries are fully consolidated from the date on which control is transferred to the Group. They are de-consolidated from the date that control ceases.
The purchase method of accounting is used to account for the acquisition of subsidiaries by the Group. The cost of an acquisition is measured as the fair value of the assets given, equity instruments issued, and liabilities incurred or assumed at the date of exchange, plus costs directly attributable to the acquisition. Identifiable assets acquired and liabilities and contingent liabilities assumed in a business combination are measured initially at their fair values at the acquisition date, irrespective of the extent of any minority interest. The excess of the cost of acquisition over the fair value of the Group's share of the identifiable net assets acquired is recorded as goodwill.
Associates Associates are all entities over which the Group has significant influence but not control over the financial and operating policies, generally accompanying a shareholding of between 20% and 50% of the voting rights. Investments in associates are accounted for using the equity method of accounting and are initially recognized at cost. The Group's investment in associates includes goodwill (net of any accumulated impairment loss) identified on acquisition. Associates are recognized from the date on which the Group has significant influence, and recognition ceases from the date the Group has no significant influence over an associate.
The Group's share of its associates' post-acquisition profits or loss is recognized in the income statement, and its share of post-acquisition movements in reserves is recognized in reserves. The cumulative post-acquisition movements are adjusted against the carrying amount of the investment. When the Group's share of losses in an associate equals or exceeds its interest in the associate, including any other unsecured receivables, the Group does not recognize further losses, unless it has incurred obligations or made payments on behalf of the associate.
Unrealized gains on transactions between the Group and its associates are eliminated to the extent of the Group's interest in the associates. Unrealized losses are also eliminated unless the transaction provides evidence of an impairment of the asset transferred.
Joint ventures Joint ventures are those entities over whose activities the Group has joint control, established by contractual agreement. Joint ventures are recognized using proportionate consolidation from the date that joint control commences until the date that joint control ceases.
Transactions eliminated Intragroup balances, transactions, income and expenses, and unrealized on consolidation gains on transactions between Group companies are eliminated in preparing the consolidated financial statements. Unrealized losses are also eliminated unless the transaction provides evidence of an impairment of the asset transferred.
Items included in the financial statements of each of the Group's entities are measured using the currency of the primary economic environment in which the entity operates (the functional currency). The consolidated financial statements are presented in euros, which is the Group's presentation currency.
Foreign currency transactions are translated into the functional currency using the exchange rates prevailing at the dates of the transactions. Foreign exchange gains and losses resulting from the settlement of such transactions and from the translation at year-end exchange rates of monetary assets and liabilities denominated in foreign currencies are recognized in the income statement, except when deferred in equity as qualifying cash flow hedges and qualifying net investment hedges.
Non-monetary assets and liabilities in a foreign currency that are measured in terms of historical cost are translated using the exchange rate at the transaction date. Non-monetary assets and liabilities denominated in foreign currencies that are stated at fair value are translated to the functional currency at foreign exchange rates prevailing at the dates the fair value was determined.
The assets and liabilities of Group companies, including goodwill and fair value adjustments arising on consolidation, are translated to euro at foreign exchange rates prevailing at the balance sheet date. Income and expenses of Group companies are translated to euro at exchange rates at the dates of the transactions. All resulting exchange differences are recognized in the currency translation reserve as a separate component of equity.
When a foreign Group company is disposed of, exchange differences that were recorded in equity prior to the sale are recycled through the income statement as part of the gain or loss on disposal.
Net investment in foreign operations includes equity financing and longterm inter-company loans for which settlement is neither planned nor likely to occur in the foreseeable future. Exchange rate differences arising from the translation of the net investment in foreign operations, and of related hedges are taken to the currency translation reserve in shareholders' equity. When a foreign operation is disposed of, exchange differences that were recorded in equity are recognized in the income statement as part of the gain or loss on disposal.
Main exchange rates
| to the euro | 2006 | 2005 |
|---|---|---|
| U.S. dollar (at December 31) | 1.32 | 1.18 |
| U.S. dollar (average) | 1.26 | 1.25 |
| G.B. pound (at December 31) | 0.67 | 0.69 |
| G.B. pound (average) | 0.68 | 0.68 |
Derivative financial instruments Derivative financial instruments are initially recognized at fair value on the and hedging activities date a derivative contract is entered into and are subsequently remeasured at their fair value. The method of recognizing the resulting gain or loss depends on whether the derivative is designated as a hedging instrument, and if so, the nature of the item being hedged. The Group designates certain derivatives as either: (1) hedges of the fair value of recognized assets or liabilities or a firm commitment (fair value hedge); (2) hedges of a particular risk associated with a recognized asset or liability or a highly probable forecast transaction (cash flow hedge); or (3) hedges of a net investment in a foreign operation (net investment hedge).
The Group documents at the inception of the transaction the relationship between hedging instruments and hedged items, as well as its risk management objectives and strategy for undertaking various hedge transactions. The Group also documents its assessment, both at hedge inception and on an ongoing basis, of whether the derivatives that are used in hedging transactions are highly effective in offsetting changes in fair values or cash flows of hedged items. The ineffective part is recognized immediately in the income statement. If a hedging relationship is terminated and the derivative financial instrument is not sold, future changes in its fair value are recognized in the income statement.
The fair value of derivative financial instruments is classified as a noncurrent asset or liability if the remaining maturity of the derivative financial instrument is more than 12 months, and as a current asset or liability if the remaining maturity of the derivative financial instrument is less than 12 months after the balance sheet date.
Changes in the fair value of derivatives that are designated and qualify as fair value hedges are recorded in the income statement, together with any changes in the fair value of the hedged asset or liability that are attributable to the hedged risk. The gain or loss relating to the ineffective part of the hedging instrument is recognized in the income statement within finance income or costs. Changes in the fair value of the hedged item are also recognized in the income statement within finance income or costs. If the hedge no longer meets the criteria for hedge accounting, the adjustment to the carrying amount of a hedged item, for which the effective interest method is used, is amortized to profit or loss over the period to maturity.
The effective part of changes in the fair value of derivatives that are designated and qualify as cash flow hedges are recognized in equity. The gain or loss relating to the ineffective part is recognized immediately in the income statement within finance income or costs. Amounts accumulated in equity are recycled in the income statement in the periods when the hedged item affects profit or loss. The gain or loss relating to the effective part of derivate
financial instruments is recognized in the income statement within the line where the result from the hedged transaction is recognized.
When a hedging instrument matures or is sold, or when a hedge no longer meets the criteria for hedge accounting, any cumulative gain or loss existing in equity at that time remains in equity and is recognized when the hedged transaction is ultimately recognized in the income statement. When a hedged transaction is no longer expected to occur, the cumulative gain or loss that was reported in equity is immediately transferred to the income statement.
Fair value changes of derivative financial instruments that are used to hedge the net investment in foreign operations, that are determined to be an effective hedge, are recognized directly in shareholders' equity in the translation reserve. The ineffective part is recognized immediately in the income statement within finance income or costs. Gains and losses accumulated in equity are included in the income statement when the foreign operation is disposed of.
Certain derivatives do not qualify for hedge accounting. Changes in the fair value of derivative financial instruments that do not qualify for hedge accounting are recognized immediately in the income statement within finance income or costs.
Business combinations When a business combination agreement provides for an adjustment to the cost of the combination contingent on future events (earn outs or deferred acquisition payments), the Group includes the amount of that adjustment in the cost of the combination at the acquisition date if the adjustment is probable and can be measured reliably. Identifiable assets acquired and liabilities and contingent liabilities assumed in a business combination are measured initially at their fair values at the acquisition date. Initially the fair values are determined provisionally, and will be subject to change based on the outcome of the purchase price allocation which takes place within 12 months of the acquisition date.
Goodwill represents the excess of the cost of an acquisition over the fair value of the Group's share of the net identifiable assets of the acquired subsidiary, associate, or joint venture at the date of acquisition. Goodwill recognized for acquisitions represents the consideration made by the Group in anticipation of the future economic benefits from assets that are not capable of being individually identified and separately recognized. These future economic benefits relate to, for example, opportunities with regard to cross-selling or cost efficiencies such as sharing of infrastructure.
Goodwill on acquisitions of subsidiaries is included in intangible assets. Goodwill on acquisitions of associates is included in investments in associates. Goodwill is carried at cost less any accumulated impairment losses. Gains and losses on the disposal of an entity include the carrying amount of goodwill relating to the entity that is sold.
Goodwill acquired in a business combination is not amortized. Instead, the goodwill is tested for impairment annually, or more frequently if events or changes in circumstances indicate that it might be impaired.
Intangible assets Goodwill
Goodwill is allocated to cash-generating units for the purpose of impairment testing. The allocation is made to those cash-generating units that are expected to benefit from the business combination in which the goodwill arose.
With respect to acquisitions prior to January 1, 2004, goodwill is included on the basis of its deemed cost, which represents the net book value recorded under previous GAAP. The classification and accounting treatment of business combinations that occurred prior to January 1, 2004, has not been reconsidered in preparing the Group's opening IFRS balance sheet at January 1, 2004.
The Group recognizes intangible assets acquired through business combinations (publishing rights) as well as other intangible assets. Publishing rights acquired through business combinations consist of:
Favorable purchase agreements are those purchasing agreements of the acquiree that are priced at a level that is considered below fair market value at the time of the acquisition. The amortization expense therefore represents the difference between costs at fair market value and the costs per the contract.
The fair value of the intangible assets is computed at the time of the acquisition applying one of the following methods:
■ Relief from royalty approach
This approach assumes that if the publishing right was not owned, it would be acquired through a royalty agreement. The value of actually owning the asset equals the benefits from not having to pay royalty fees.
Publishing rights are stated at cost less accumulated amortization and any impairment losses, and are amortized over their estimated useful economic life, generally applying the straight-line method. The useful life of the publishing rights is deemed finite, reflecting management's assessment of the life of the assets, usually supported by outside valuation experts, and taking into account the impact of technological change and changes in the marketplace. If and to the extent that publishing rights are considered to be impaired in value, this is immediately charged to the income statement as impairment.
Other intangible assets mainly relate to computer software that is valued at cost less accumulated amortization and any impairment losses.
Capitalized software is amortized using the straight-line method over the economic life of the software. If and to the extent that other intangible assets are considered to be impaired in value, this is immediately charged to the income statement.
No intangible asset arising from research or from the research phase of an internal project is recognized. Expenditure on research or the research phase of an internal project is recognized as an expense when it is incurred. An intangible asset arising from development or from the development phase of an internal project is recognized if, and only if, the Group can demonstrate the technical feasibility of completing the intangible asset so that it will be available for use or sale and comply with the following other requirements: the intention to complete the development project; the ability to sell or use the product; demonstration of how the product will yield probable future economic benefits; the availability of adequate technical, financial, and other resources to complete the project; and the ability to reliably measure the expenditure attributable to the project.
Subsequent expenditure on capitalized intangible assets is capitalized only when it increases the future economic benefits embodied in the specific asset to which it relates. All other expenditure is expensed as incurred.
The estimated useful life for publishing rights is 5-20 years and for other intangible assets 3-10 years.
Impairment The carrying amounts of the Group's non-current assets are reviewed at each balance sheet date to determine whether there is any indication of impairment. If any such indication exists, the asset's recoverable amount is estimated. Irrespective of whether there is any indication of impairment, the Group also (1) tests an intangible asset not yet available for use for impairment annually by comparing its carrying amount with its recoverable amount; and (2) tests goodwill acquired in a business combination for impairment annually.
An impairment loss is recognized whenever the carrying amount of an asset or its cash-generating unit exceeds its recoverable amount. Impairment losses are recognized in the income statement immediately. The recoverable amount of an asset or its cash-generating unit is the higher of its fair value less costs to sell and its value in use.
An impairment loss shall be allocated to reduce the carrying amount of the assets of the cash generating unit in the following order:
The Group assesses at each reporting date whether there is any indication that an impairment loss recognized in prior periods for an asset other than goodwill may no longer exist or may have decreased. If any such indication exists, the Group shall estimate the recoverable amount of that asset and shall recognize this in the income statement immediately.
Property, plant and equipment Property, plant and equipment, consisting of land and buildings, machinery and equipment, and other assets such as office equipment and vehicles, is valued at cost less accumulated depreciation and any impairment losses.
Depreciation is charged to the income statement on a straight-line basis over the estimated useful life of each item of Property, Plant and Equipment. Land is not depreciated.
The estimated useful life for buildings is 20-30 years, for machinery and equipment 5-10 years, and for other assets 3-10 years.
Leases Lease payments under an operating lease are recognized as an expense on a straight-line basis over the lease term unless another systematic basis is more representative of the time pattern of the Group's benefit.
A finance lease is a lease that transfers substantially all the risks and rewards incidental to ownership of an asset. Finance leases are initially recognized as assets and liabilities in the balance sheet at the fair value of the leased asset, or, if lower, the present value of the minimum lease payments, each determined at the inception of the lease. Subsequently a finance lease gives rise to depreciation expense for depreciable assets and any impairment losses, as well as finance expense for each accounting period. The depreciation policy for these depreciable leased assets is consistent with that for depreciable assets that are owned.
Financial assets Financial assets include investments, receivables, and derivative financial instruments. Financial assets are recorded initially at fair value. Subsequent measurement depends on the designation of the financial assets.
All equity investments that are not subsidiaries, joint ventures, or associates are classified as investments. Investments available-for-sale are valued at their fair value. When the fair value cannot be reliably determined, the investment is carried at cost. Income is based on the dividend received from the investments. A gain or loss arising from a change in the fair value of the investment available-for-sale shall be recognized directly in equity, except for impairment losses and foreign exchange gains and losses, until the financial asset is derecognized, at which time the cumulative gain or loss previously recognized in equity shall be recognized in profit or loss.
Loans to third parties are measured at amortized cost, if held-to-maturity. Subsidies are recognized at fair value.
Derivative financial instruments are recognized at fair value in the balance sheet as a financial asset if the remaining maturity is more than 12 months after the balance sheet date. The accounting policy for changes in fair value is set out in ➔ Derivative financial instruments and hedging activities.
Inventories Inventories are valued at the lower of cost and net realizable value. The cost of inventories comprises all costs of purchase and other costs incurred in bringing the inventories to their present location and condition. Cost is determined using the first-in-first-out principle. The cost price of internally produced goods comprises the manufacturing and publishing cost. Trade goods purchased from third parties are valued at the purchase price.
Net realizable value is the estimated selling price in the ordinary course of business less the estimated costs of completion and the estimated costs necessary to complete the sale.
Trade and other receivables Trade and other receivables are initially carried at their fair value and subsequently measured at cost less any impairment. Cash and cash equivalents Cash and cash equivalents comprise cash balances and call deposits. Bank overdrafts are shown within Borrowings and bank overdrafts in current liabilities. Deferred income Deferred income represents the part of the amount invoiced to customers that has not yet met the criteria for revenue recognition and thus still has to be earned as revenues, by means of the delivery of goods and services in the future. Deferred income is recognized at its nominal value. Trade and other payables Trade and other payables are stated at cost. Interest-bearing debt Financial liabilities, such as bond loans and other loans from credit institutions are recognized initially at fair value less attributable transaction costs. Subsequent to initial recognition, interest-bearing debt is stated at amortized cost with any difference between cost and redemption value being recognized in the income statement over the period of the borrowings on an effective interest basis. The Group opted to recognize the unsubordinated convertible bonds 2001-2006 as a financial liability at fair value through profit or loss. Fair value changes during the year, which are derived from market quotations, are recognized in finance income or costs. Taxation Income tax on the result for the year comprises current and deferred tax. Income tax is recognized in the income statement except to the extent that it relates to items recognized outside profit or loss, in which case it is recognized in equity. Current tax is the expected tax payable on the taxable income for the year, using the tax rates and tax laws that have been enacted or substantively enacted by the balance sheet date, and any adjustment to tax payable in respect of previous years. The Group recognizes deferred tax liabilities for all taxable temporary differences between the carrying amount of an asset or liability in the balance sheet and its tax base, except to the extent that the deferred tax liability arises from the initial recognition of goodwill or the initial recognition of an asset or liability in a transaction which is not a business combination, and at the time of the transaction affects neither accounting profit nor taxable profit. A deferred tax asset is recognized for a temporary difference and for the carry forward of unused tax losses and unused tax credits to the extent that it is probable that future taxable profit will be available against which these
can be utilized.
Deferred tax assets and liabilities are measured at the tax rates that are expected to be applied to the temporary differences when they reverse, based on the laws that have been enacted or substantively enacted by the reporting date. The effect of changes in tax rates on the deferred taxation is taken to the income statement if and to the extent that this provision was originally formed as a charge to the income statement.
Shareholders' equity When share capital recognized as equity is repurchased (treasury shares), the amount of the consideration paid, including directly attributable costs, is recognized as a change in equity. The company repurchases shares in stock to cover the dilutive effect of stock options and the equity-settled share-based payment (the Group's Long-Term Incentive Plan). Dividends are recognized as a liability upon being declared.
Minority interests Minority interests are the portion of the profit or loss and net assets of a subsidiary attributable to equity interests that are not owned, directly or indirectly through subsidiaries, by the Group.
Employee benefits The Company has arranged pension schemes in various countries for most of its employees in accordance with the legal requirements, customs, and the local situation of the countries involved. These pension schemes are partly managed by the Group itself and partly entrusted to external entities, such as industry pension funds, company pension funds, and insurance companies. In addition, the Group also provides certain employees with other benefits upon retirement. These benefits include contributions towards medical health plans in the United States, where the employer refunds part of the insurance premium for retirees, or, in the case of uninsured schemes, bears the medical expenses while deducting the participants' contributions.
The pension contribution of defined contribution plans is recognized as an expense in the income statement as it is incurred.
The Group's net obligation in respect of defined benefit pension plans is calculated separately for each plan by estimating the amount of future benefit that employees have earned in return for their service in the current and prior periods. That benefit is discounted to determine its present value and the fair value of any plan assets is deducted. The discount rate is the yield rate at the balance sheet date on high-quality corporate bonds that have maturity dates approximating the terms of the Group's obligations. The calculation is performed by a qualified actuary using the projected unit credit method.
Past-service costs are recognized immediately in income, unless the changes to the pension plan are conditional on the employees remaining in service for a specified period of time (the vesting period). In this case, the past-service costs are amortized on a straight-line basis over the vesting period.
All actuarial gains and losses at January 1, 2004, the date of the transition to IFRS, were recognized. With respect to actuarial gains and losses that arise subsequent to January 1, 2004, in calculating the Group's obligation in respect of a plan, the Group has opted to recognize all actuarial gains and losses outside profit or loss immediately in the period in which they occur.
Gains or losses on curtailment or settlement of a defined benefit plan are recognized when the curtailment or settlement occurs. The gain or loss comprises any resulting change in the present value of the defined benefit obligations and in the fair value of the plan assets, and any past service cost that had not previously been recognized. A curtailment occurs when the Group is demonstrably committed to make a material reduction in the
number of employees covered by a plan either as a result of a disposal or restructuring or when the Group amends the terms of a defined benefit plan such that a material element of future service by current employees will no longer qualify for benefits, or will qualify only for reduced benefits.
When the calculation result in a benefit to the Group, the recognized asset is limited to the net total of any unrecognized past service costs and the present value of any future refunds from the plan or reductions in future contributions to the plan.
The Group's net obligation in respect of long-term service benefits, such as jubilee benefits, is the amount of future benefits that employees have earned in return for their service in the current and prior periods. The obligation is calculated using the projected unit credit method and is discounted to its present value and the fair value of any related assets is deducted.
Provisions A provision is recognized when (1) the Group has a present legal or constructive obligation as a result of a past event, (2) it is probable that an outflow of resources embodying economic benefits will be required to settle the obligation, and (3) the amount of the obligation can be reliably estimated.
The provision for restructuring relates to provisions for integration of activities and other substantial changes of the organizational structure and onerous contracts. A provision for restructuring is recognized only when the aforementioned general recognition criteria are met. A constructive obligation to restructure arises only when the Group has a detailed formal plan for the restructuring and has raised a valid expectation to those affected that it will carry out the restructuring by starting to implement that plan or announcing its main features to those affected by it.
The short-term commitments relating to expected spending due within one year are presented under other current liabilities.
Revenue recognition Revenues represent the revenues billed to third parties net of value-added tax and discounts. Shipping and handling fees billed to customers are included in revenues. Subscription income received or receivable in advance of the delivery of services or publications is included in deferred income. If the Group acts as an agent, whereby the Group sells goods or services on behalf of a principal, the Group recognizes as revenues the amount of the commission.
Revenue from the sale of goods is recognized upon shipment and transfer of the significant risks and rewards of ownership to the customer, provided that the ultimate collectibility and final acceptance by the customer is reasonably assured. Revenue from the sale of goods is recognized net of estimated returns for which the Group has recognized a liability based on previous experience and other relevant factors. If returns on a product category exceed a threshold, it is assumed that the transfer of the ownership of the product has only occurred upon receipt of the payment from the customer.
Wolters Kluwer 2006 Annual Report
Revenue from the sale of services is recognized on a straight-line basis over the specified period, unless there is evidence that some other method better represents the stage of completion of the service at the balance sheet date.
Revenues of products that consist of a combination of goods and services are recognized based on the fair value and the recognition policy of the individual components.
Cost of sales Cost of sales comprises the directly attributable costs of goods and services sold and delivered. These costs include such items as the costs of raw materials, subcontracted work, other external expenses and salaries, wages and social charges for personnel to the extent that these costs are directly related to the goods and services sold and delivered. Royalties owed to professional societies relating to contract publishing are included in cost of sales.
| General and administrative | General and administrative operating expense include costs which are |
|---|---|
| operating expense | neither directly attributable to cost of sales nor to sales and marketing |
| activities. This includes costs such as product development, ICT, and general | |
| overhead. |
Exceptional restructuring expense Exceptional restructuring expense is defined as items arising from circumstances or transactions that, given their size or nature, are clearly distinct from the ordinary activities of the Group. Costs of restructuring programs, including those of acquisitions, are recognized as exceptional restructuring expense.
Share-based payments The Group's Long-Term Incentive Plan qualifies as an equity-settled sharebased payments transaction. The fair value of shares awarded is recognized as an expense with a corresponding increase in equity. The fair value is measured at the grant date and spread over the period during which the employees become unconditionally entitled to the shares. The fair value of the shares is measured using a Monte Carlo simulation model, taking into account the terms and conditions upon which the shares were awarded. The amount recognized as an expense is adjusted to reflect the actual forfeitures due to participants' resignation before the vesting date.
Finance income and costs Finance income and costs comprise interest payable on borrowings and interest receivable calculated using the effective interest rate method, interest receivable on funds invested, foreign exchange gains and losses, and gains and losses on hedging instruments that are recognized in profit or loss.
Segment reporting A business segment is a group of assets and operations engaged in providing products or services that are subject to risks and returns that are different from those of other business segments. A geographical segment is engaged in providing products or services within a particular economic environment that are subject to risks and returns that are different from those of segments operating in other economic environments.
| Cash flows from operating activities | Cash flows from operating activities are calculated by the indirect method, by adjusting the consolidated operating income for exceptional items and expenses that are not cash flows (such as amortization and depreciation), and for autonomous movements in consolidated working capital (excluding impact from acquisitions and foreign currency differences). Cash payments to employees and suppliers are all recognized as cash flow from operating activities. Operating cash flows also include the costs of financing of operating activities, income taxes paid on all activities, and spending on restructuring and acquisition provisions. |
|---|---|
| Cash flows from investing activities | Cash flows from investing activities are those arising from net capital expen diture, from the acquisition and sale of subsidiaries and business activities. Cash and cash equivalents available at the time of acquisition or sale are deducted from the related payments or proceeds. Net capital expenditure is the balance of purchases of Property, Plant and Equipment less book value of disposals and expenditure on other intangible assets less book value of disposals. Cash receipts and payments from derivative financial instruments are classified in the same manner as the cash flows of the hedged items. The Group has primarily used derivatives for the purpose of hedging its net investments in the United States. As a result, cash receipts from derivatives are classified under cash flows from investing activities. |
| Cash flows from financing activities | The cash flows from financing activities comprise the cash receipts and payments from issued and repurchased shares, dividend, and debt instru ments. Cash flows from short-term financing are also included. Movements in share capital due to stock dividend are not classified as cash flows. |
| NEW STANDARDS AND INTERPRETATIONS NOT YET ADOPTED | |
| A number of new standards, amendments to standards, and interpretations are not yet effective for the year ended December 31, 2006, and have not been applied in preparing these consolidated financial statements: IFRS 7 Financial instruments: Disclosures and Amendment to IAS 1 ■ Presentation of financial statements: capital disclosures; IFRIC 7 Applying the restatement approach under IAS 29 Financial ■ |
These new standards and interpretations will become mandatory for the Group's 2007 financial statements. The Group has not opted for earlier application.
The impact on the Group's equity and result is not expected to be material.
Unless otherwise indicated,
the figures in these financial statements
are in millions of euros.
note 1
| Benchmark figures | 2006 | 2005 | Change in actual currencies (%) |
Change in constant currencies (%) |
|---|---|---|---|---|
| Revenues | 3,693 | 3,374 | 9 | 10 |
| Ordinary EBITA | 618 | 533 | 16 | 16 |
| Ordinary EBITA margin (%) | 17 | 16 | ||
| Ordinary net income | 387 | 327 | 19 | 18 |
| Free cash flow [1] | 443 | 351 | 26 | |
| Cash conversion ratio (CAR) [2] | 1.00 | 1.06 | ||
| Return on invested capital (ROIC) (%) | 7.2 | 6.9 | ||
| Net (interest-bearing) debt [3] | 2,050 | 1,637 | ||
| Net debt to ordinary EBITDA (ratio) | 2.9 | 2.6 | ||
| Net interest coverage (ratio) [4] | 6.0 | 5.2 | ||
| Diluted ordinary EPS (€) | 1.23 | 1.06 | 16 | 15 |
| Diluted free cash flow per share (€) | 1.41 | 1.14 | 24 |
[1] Free cash flow is defined as the cash flow available for payments of dividend to shareholders, acquisitions, down payments of debt, and repurchasing of shares.
[2] Cash conversion ratio (CAR) is defined as the
cash flow from operations less net capital expenditure divided by ordinary EBITA.
[3] Net (interest-bearing) debt (see note 19)
is defined as the sum of (long-term) loans, unsub-
ordinated convertible bonds, perpetual cumulative
subordinated bonds, bank overdrafts minus cash and cash equivalents, deferred acquisition payments, and value of related derivative financial instruments. [4] Net interest coverage ratio is defined as ordinary EBITA divided by net interest costs.
| EBITA, and ordinary EBITA | 2006 | 2005 |
|---|---|---|
| Operating profit | 497 | 432 |
| Amortization of publishing rights and impairments | 121 | 81 |
| EBITA ■ |
618 | 513 |
| Exceptional restructuring expense | – | 20 |
| Ordinary EBITA ■ |
618 | 533 |
| Return On Invested Capital (ROIC) | 2006 | 2005 |
|---|---|---|
| Ordinary EBITA | 618 | 533 |
| Allocated tax | (157) | (134) |
| Net Operating Profit after ■ Allocated Tax (NOPAT) |
461 | 399 |
| Average invested capital [1] | 6,410 | 5,756 |
| ROIC (NOPAT/average invested capital) (%) | 7.2 | 6.9 |
[1] Average invested capital is defined as the average of the previous year-end invested capital and the current year-end invested capital. The invested
capital is the capital employed, net of cash items, adjusted for amortization of publishing rights, exceptional items, and goodwill written off to equity.
| and ordinary net income | 2006 | 2005 |
|---|---|---|
| Profit for the year attributable to the equity holders | ||
| of the parent (A) | 321 | 260 |
| Amortization of publishing rights and impairments | 121 | 81 |
| Tax on amortization and impairments | (47) | (29) |
| Results on disposals (after taxation) | (8) | 2 |
| Exceptional restructuring expense (after taxation) | – | 13 |
| Ordinary net income (B) ■ |
387 | 327 |
| operating activities and free cash flow | 2006 | 2005 |
|---|---|---|
| Cash flow from operating activities | 535 | 429 |
| Net capital expenditure | (99) | (86) |
| Dividends received | 7 | 8 |
| Free cash flow (C) ■ |
443 | 351 |
and weighted average number of shares
| in millions of shares | 2006 | 2005 |
|---|---|---|
| Issued ordinary shares at January 1 | 304.4 | 297.7 |
| Effect of stock dividend | 2.6 | 4.7 |
| Effect of issued shares | 0.1 | – |
| Weighted average number of shares (D) ■ |
307.1 | 302.4 |
| in millions of shares | 2006 | 2005 |
|---|---|---|
| Weighted average number of shares (D) | 307.1 | 302.4 |
| Long-term incentive plan | 3.7 | 2.8 |
| Unsubordinated convertible bonds | 12.7 | 13.6 |
| Share options | 0.4 | 0.4 |
| Repurchased shares | (2.5) | (2.6) |
| Diluted weighted average ■ |
||
| number of shares [1] (E) | 321.4 | 316.6 |
[1] Share options that are not in the money
and related interest are excluded from
the diluted earnings per share calculation.
| Per share information | 2006 | 2005 |
|---|---|---|
| Correction to income of unsubordinated | ||
| convertible bonds (net of taxes) on assumed | ||
| conversion (F) (€ million) | 9.1 | 9.9 |
| Ordinary EPS (B/D) (€) | 1.26 | 1.08 |
| Diluted ordinary EPS (minimum of ordinary | ||
| EPS and [(B+F)/E]) (€) | 1.23 | 1.06 |
| Basic EPS [2] (A/D) (€) | 1.04 | 0.86 |
| Diluted EPS (minimum of basic EPS and [(A+F)/E]) (€) | 1.03 | 0.85 |
| Free cash flow per share (C/D) (€) | 1.44 | 1.16 |
| Diluted free cash flow per share (minimum of free | ||
| cash flow per share and [(C+F)/E])(€) | 1.41 | 1.14 |
[2] Basic EPS is defined as the profit or loss attributable to ordinary shareholders of the parent divided by the weighted average number of ordinary shares outstanding during the period. Segment Reporting
| note 2 | Health | CFS | TAL | ||||
|---|---|---|---|---|---|---|---|
| Segment reporting by division | 2006 | 2005 | 2006 | 2005 | 2006 | 2005 | |
| Revenues third parties | 823 | 656 | 534 | 496 | 678 | 621 | |
| Cost of sales | 414 | 306 | 141 | 136 | 219 | 205 | |
| Gross profit | 409 | 350 | 393 | 360 | 459 | 416 | |
| Sales costs | 136 | 113 | 87 | 81 | 151 | 139 | |
| General and administrative costs | |||||||
| General and administrative operating expenses ■ |
153 | 133 | 190 | 179 | 177 | 155 | |
| Amortization of publishing rights and impairments ■ |
40 | 9 | 10 | 11 | 38 | 33 | |
| Exceptional restructuring expense ■ |
– | 2 | – | 6 | – | 5 | |
| Total operating expenses ■ |
329 | 257 | 287 | 277 | 366 | 332 | |
| Operating profit | 80 | 93 | 106 | 83 | 93 | 84 | |
| Amortization of publishing rights and impairments | 40 | 9 | 10 | 11 | 38 | 33 | |
| Exceptional restructuring expense | – | 2 | – | 6 | – | 5 | |
| Ordinary EBITA ■ |
120 | 104 | 116 | 100 | 131 | 122 | |
| Capital employed at December 31 | 972 | 558 | 647 | 680 | 921 | 723 | |
| Cash flow from operations | 143 | 97 | 154 | 130 | 150 | 153 | |
| Depreciation and amortization other intangible assets | 14 | 14 | 15 | 16 | 18 | 18 | |
| Capital expenditure | 21 | 11 | 24 | 12 | 12 | 11 | |
| Ultimo number of FTEs | 2,679 | 2,168 | 3,187 | 2,932 | 4,463 | 3,876 |
The Group provides segment information in two formats. The primary segment reporting format is by division, based on the Group's management and internal reporting structure. Internal deliveries between the divisions are conducted on an at arm's length basis with terms comparable to transactions with third parties. These revenues are limited and therefore not reported separately, but have been eliminated.
The secondary segment reporting format is geographical. Given the alignment of the divisions with the geographical segments (Health, CFS, and TAL are mainly based in North America, LTRE and Education in Europe), the information of total book value of capital employed and capital expenditures has not been presented separately as it can largely be derived from the primary segment reporting by division. The Asia Pacific region, which forms a relatively small part of the Group's operations, is primarily included in the Tax, Accounting & Legal division.
| LTRE | Education | Corporate | Total | ||||
|---|---|---|---|---|---|---|---|
| 2006 | 2005 | 2006 | 2005 | 2006 | 2005 | 2006 | 2005 |
| 1,342 | 1,292 | 316 | 309 | – | – | 3,693 | 3,374 |
| 484 | 459 | 125 | 128 | – | – | 1,383 | 1,234 |
| 858 | 833 | 191 | 181 | – | – | 2,310 | 2,140 |
| 266 | 242 | 39 | 36 | – | – | 679 | 611 |
| 364 | 398 | 90 | 86 | 39 | 45 | 1,013 | 996 |
| 32 | 27 | – | – | 1 | 1 | 121 | 81 |
| – | 8 | – | 1 | – | (2) | – | 20 |
| 662 | 675 | 129 | 123 | 40 | 44 | 1,813 | 1,708 |
| 196 | 158 | 62 | 58 | (40) | (44) | 497 | 432 |
| 32 | 27 | – | – | 1 | 1 | 121 | 81 |
| – | 8 | – | 1 | – | (2) | – | 20 |
| 228 | 193 | 62 | 59 | (39) | (45) | 618 | 533 |
| 926 | 846 | 82 | 118 | (729) | (47) | 2,819 | 2,878 |
| 251 | 250 | 70 | 70 | (54) | (46) | 714 | 654 |
| 31 | 34 | 8 | 8 | 1 | 1 | 87 | 91 |
| 37 | 44 | 6 | 7 | 1 | 1 | 101 | 86 |
| 7,145 | 7,051 | 1,297 | 1,292 | 100 | 100 | 18,871 | 17,419 |
| Geographical segments | 2006 | 2005 |
|---|---|---|
| Revenues were generated in the following regions: | ||
| Europe ■ |
1,812 | 1,746 |
| North America ■ |
1,717 | 1,472 |
| Asia Pacific ■ |
134 | 128 |
| Rest of the world ■ |
30 | 28 |
| Total ■ |
3,693 | 3,374 |
note 3
| Acquisitions | 2006 | 2005 | ||
|---|---|---|---|---|
| Carrying amount | Fair value adjustments | Recognized values | ||
| Non-current assets | 23 | 406 | 429 | 144 |
| Current assets | 38 | – | 38 | 62 |
| Current liabilities | (97) | (9) | (106) | (65) |
| Non-current liabilities | (1) | – | (1) | – |
| Provisions | (2) | – | (2) | (1) |
| Deferred tax | 16 | (87) | (71) | (26) |
| Net identifiable assets and liabilities ■ |
(23) | 310 | 287 | 114 |
| Goodwill on acquisitions | 542 | 249 | ||
| Consideration ■ |
829 | 363 | ||
| The cash effect of the acquisitions is: | ||||
| Consideration payable ■ |
829 | 363 | ||
| Cash acquired ■ |
(7) | (11) | ||
| Deferred payments ■ |
(49) | 5 | ||
| Acquisition spending ■ |
773 | 357 |
Total acquisition spending in 2006 was €773 million, including payments for acquisitions made in previous years. This includes an amount of €9 million relating to costs that are directly attributable to acquisitions, such as legal fees, broker's costs, and audit fees.
Since the acquisition date, these acquisitions have contributed €187 million to revenues, €24 million to ordinary EBITA, and €(22) million to profit for the year. If all acquisitions had been executed on January 1, 2006, full-year 2006 revenues for the Group would have been €3,758 million, ordinary EBITA €641 million, and profit for the year €315 million.
The fair value of the acquirees' identifiable assets and liabilities of some acquisitions could only be determined provisionally and will be subject to change based on the outcome of the purchase price allocation in 2007 which will be completed within 12 months from the acquisition date.
On January 6, 2006, Wolters Kluwer completed the acquisition of the Information Management business of NDCHealth Corporation, a provider of healthcare information solutions. The business, renamed Healthcare Analytics, has approximately 380 employees and is part of the Health division. Healthcare Analytics has annual revenues of approximately \$165 million (€140 million). The purchase price of \$382 million (€324 million) was paid in cash. Goodwill on this acquisition amounts to €233 million and identified intangible assets to €168 million.
On January 16, 2006, Wolters Kluwer announced the acquisition of the Sage Practice Solutions line of business, including Sage Practice Manager, Write-up, and Document Manager, from Sage Software. Sage Software offers business management software and services to small and mid-sized business customers in North America. Sage Practice Solutions has approximately 50 employees and annual revenues of approximately \$7 million (€6 million), and is part of the Tax, Accounting & Legal division.
On January 23, 2006, Wolters Kluwer completed the acquisition of ProVation Medical, Inc., a privately-held company providing medical documentation, coding, and workflow solutions to hospitals and ambulatory surgery centers in the United States. ProVation Medical is part of the Health division, has annual revenues of approximately \$13 million (€11 million) and approximately 100 employees.
On May 8, 2006, Wolters Kluwer acquired Carl Heymanns Verlag KG, one of Germany's leading academic and legal publishers. Carl Heymanns Verlag is part of the Legal, Tax & Regulatory Europe division, has annual revenues of approximately €15 million and approximately 130 employees.
On August 15, 2006, Wolters Kluwer announced the agreement to acquire GulfPak Corporation, a leading provider of automated lending and account origination solutions to U.S. financial organizations. GulfPak provides its compliance-based technology solutions to more than 700 financial organizations. GulfPak has approximately 37 employees, has annual revenues of approximately \$9 million (€7 million), and is part of the Corporate & Financial Services division.
On August 30, 2006, Wolters Kluwer acquired the assets of ATX/Kleinrock, a supplier of tax preparation, accounting and tax research software solutions to more than 48,000 tax professionals and CPAs throughout the United States. ATX/Kleinrock has almost 300 employees, has annual revenues of approximately \$40 million (€31 million), and is part of the Tax, Accounting & Legal division.
On October 11, 2006, Wolters Kluwer acquired the stock of TaxWise Corporation. TaxWise and its subsidiary, Universal Tax Systems, Inc. (UTS), provide tax and accounting software solutions to more than 9,300 accounting professionals, enrolled agents, and tax preparers across the United States. TaxWise has 300 full-time employees, annual revenues of approximately \$53 million (€42 million), and is part of the Tax, Accounting & Legal division.
| Disposals | 2006 | 2005 |
|---|---|---|
| Non-current assets | 7 | – |
| Current assets | 7 | – |
| Current liabilities | (7) | – |
| Net identifiable assets and liabilities ■ |
7 | – |
| Book profit on disposals | 9 | 4 |
| Consideration ■ |
16 | 4 |
| The cash effect of the disposals is: | ||
| Consideration receivable ■ |
16 | 4 |
| Cash disposed of ■ |
(2) | – |
| Other assets obtained ■ |
– | 8 |
| Cash from receivables ■ |
(1) | 1 |
| Receipts from disposal of activities ■ |
13 | 13 |
On January 23, 2006, Wolters Kluwer announced the sale of Segment B.V. Segment was part of the Legal, Tax & Regulatory Europe division, with annual revenues of approximately €5 million and approximately 40 employees.
On February 28, 2006, Wolters Kluwer's Corporate & Financial Services division divested two product lines, Xchange software and Financial/ Securities Exam Training, accounting for annual revenues of approximately \$8 million (€7 million) and 41 employees.
On December 22, 2006, Wolters Kluwer completed the sale of the school book part of Cedam. Cedam Scolastica was part of the Legal, Tax & Regulatory Europe division, with annual revenues of approximately €5 million and 5 employees.
note 4
| Personnel expenses | 2006 | 2005 |
|---|---|---|
| Salaries and wages | 1,061 | 932 |
| Social security charges | 157 | 143 |
| Costs of defined contribution plans | 26 | 20 |
| Costs of defined benefit plans | 9 | 17 |
| Share-based payments | 17 | 12 |
| Total ■ |
1,270 | 1,124 |
The average number of employees, expressed in full-time equivalents, in 2006 is 19,704 (2005: 18,467).
note 5 (see note 2 for detail by division)
| Amortization and Depreciation | 2006 | 2005 |
|---|---|---|
| Amortization of publishing rights | 121 | 81 |
| Impairments | – | – |
| Total amortization of publishing rights ■ |
||
| and impairments | 121 | 81 |
| Amortization of other intangible assets | 43 | 40 |
| Depreciation of property, plant and equipment | 44 | 51 |
| Total ■ |
208 | 172 |
| Exceptional Restructuring Expense | 2006 | 2005 |
|---|---|---|
| Personnel related restructuring costs | – | 18 |
| Onerous contracts/discontinuation costs | – | 2 |
| Total ■ |
– | 20 |
In 2006 no exceptional restructuring expense was incurred.
note 7
| Financing Results | 2006 | 2005 |
|---|---|---|
| Finance income | ||
| Interest income | 8 | 15 |
| Total finance income ■ |
8 | 15 |
| Finance costs | ||
| Interest expense | 118 | 121 |
| Fair value changes through profit or loss | (1) | (4) |
| Net foreign exchange (gain)/loss | (5) | 1 |
| Total finance costs ■ |
112 | 118 |
| Total financing results ■ |
(104) | (103) |
note 8
| Recognized in the income statement | 2006 | 2005 |
|---|---|---|
| Current tax expense | 59 | 56 |
| Deferred tax expense Origination and reversal of temporary differences |
28 | 24 |
| Taxation on income in income statement ■ |
87 | 80 |
The reductions of the tax rate in the Netherlands and Spain in 2007 had an impact of €0.3 million on the 2006 deferred tax expense.
| Reconciliation of the effective tax rate | % | 2006 | % | 2005 |
|---|---|---|---|---|
| Profit before tax | 409 | 341 | ||
| Normative income tax expense | 32 | 131 | 34 | 117 |
| Tax effect of: | ||||
| Financing activities | (9) | (37) | (10) | (32) |
| Utilization of tax losses carry forward | 0 | (1) | (1) | (4) |
| Tax exemption on results on disposals | (1) | (4) | (1) | (3) |
| Non-deductible costs and other | (1) | (2) | 1 | 2 |
| Taxation on income ■ |
21 | 87 | 23 | 80 |
The normative income tax expense has been computed as the weighted average rates of the jurisdictions where the group operates. The decrease of the effective income tax rate is related to a decrease of the income tax rate in the Netherlands, increased tax benefits on amortization expenses, and lower taxes on divestments.
The Company has applied the Dutch tax regulation for international intragroup financing activities (Concern Financiering Activiteit, CFA regime) as from 1999 and based on the European Commission decision of February 18, 2003, regarding a state aid investigation against the CFA regime. The Company is of the opinion that this regime can be applied until December 31, 2008. This treatment has been confirmed by the Dutch tax authorities.
The Group's share in the most material consolidated subsidiaries that are not fully owned at December 31 were:
| Ownership | ||
|---|---|---|
| in % | 2006 | 2005 |
| Akadémiai (Budapest, Hungary) | 74.0 | 74.0 |
| AnNoText (Düren, Germany) | 74.9 | 74.9 |
Minority interest of consolidated participations in the income of the Group in 2006 was €1 million (2005: €1 million). Minority interest in the equity of consolidated participations, totaling €2 million (2005: €1 million), are based on third-party shareholding in the underlying shareholders' equity of the subsidiary.
note 10
| Publishing | |||||
|---|---|---|---|---|---|
| Intangible assets | Goodwill | rights | Other | 2006 | 2005 |
| Position at January 1 | |||||
| Purchase value | 2,570 | 1,453 | 312 | 4,335 | 3,519 |
| Amortization and impairments | – | (688) | (197) | (885) | (707) |
| Book value at January 1 ■ |
2,570 | 765 | 115 | 3,450 | 2,812 |
| Movements | |||||
| Investments | – | – | 73 | 73 | 50 |
| Acquisitions through business combinations | 542 | 406 | 3 | 951 | 390 |
| Disposals | (3) | (4) | 0 | (7) | 0 |
| Net expenditures ■ |
539 | 402 | 76 | 1,017 | 440 |
| Amortization | – | (121) | (43) | (164) | (121) |
| Impairments | – | – | – | – | – |
| Reclassifications | (27) | 35 | – | 8 | 6 |
| Exchange differences and other movements | (224) | (67) | (5) | (296) | 313 |
| Total movements ■ |
288 | 249 | 28 | 565 | 638 |
| Position at December 31 | |||||
| Purchase value | 2,858 | 1,767 | 352 | 4,977 | 4,335 |
| Amortization and impairments | – | (753) | (209) | (962) | (885) |
| Book value at December 31 ■ |
2,858 | 1,014 | 143 | 4,015 | 3,450 |
Reclassifications include the deferred tax liability that relates to the final outcome of the purchase price allocation of 2005 acquisitions.
In 2006 the company recognized €13 million in its income statement for expenditures that are not components of the cost of internally generated intangible assets.
| Carrying amounts of goodwill and publishing rights per division |
Goodwill | Publishing rights |
2006 | 2005 |
|---|---|---|---|---|
| Health | 822 | 227 | 1,049 | 701 |
| CFS | 535 | 196 | 731 | 822 |
| TAL | 713 | 369 | 1,082 | 822 |
| LTRE | 714 | 222 | 936 | 917 |
| Education | 74 | – | 74 | 73 |
| Total ■ |
2,858 | 1,014 | 3,872 | 3,335 |
The company reviews at each reporting date whether there is an indication that any of the cash-generating units that contain goodwill and/or publishing rights, may be impaired. Furthermore, the company carries out an annual impairment test by comparing the carrying amount of the cash-generating unit to which the goodwill and publishing rights belong, net of related deferred taxes, to the recoverable amount of the cash-generating unit. The recoverable amount is determined based on a calculation of the value in use and compared to multiples of recent transactions to estimate the net selling price. These calculations use cash flow projections based on actual operating results and the three-year Business Development Plan as approved by the Executive Board. Projections are extrapolated beyond this three-year period using an appropriate perpetual growth rate that is consistent with the long-term average market growth rate and that does not exceed 3-4%.
The estimated post-tax cash flows are discounted to their present value using a post-tax weighted average cost of capital (WACC). A post-tax WACC is used because this is readily available in the financial markets. Calculating the recoverable amount on a post-tax basis using a post-tax WACC should lead to the same results as pre-tax calculations. The post-tax WACC used is 8%.
The Group has decided not to apply different discount rates for different parts of the business, since its businesses serve fairly consistent markets (professional customers in developed countries), and their results are impacted in a similar and limited way by changes of the economic cycle and other significant long-term market risks.
The key assumptions used in the projections are:
The impairment test carried out in 2006 showed that the recoverable amount for each cash-generating unit exceeded the carrying amount; hence no impairment of goodwill or publishing rights was recognized in 2006. The impairment test also includes an assessment, if a reasonably possible change in a key assumption would cause the carrying amount to exceed the recoverable amount. One of the cash-generating units, with a carrying amount of €282 million of goodwill and publishing rights, has a recoverable amount that exceeds the carrying amount by €3 million. Its projections include assumptions with regard to gaining new and retaining existing major customers at prevailing price levels, and a long-term average market growth rate of 4%. If the company is unsuccessful at gaining new and retaining existing major customers or if the long-term average market growth rate is below 4%, the recoverable amount would be below the carrying amount.
note 11
| Land and | Machinery | Other | |||
|---|---|---|---|---|---|
| Property, plant and equipment | buildings | and equipment | fixed assets | 2006 | 2005 |
| Position at January 1 | |||||
| Purchase value | 152 | 34 | 436 | 622 | 582 |
| Depreciation | (56) | (28) | (333) | (417) | (374) |
| Book value at January 1 ■ |
96 | 6 | 103 | 205 | 208 |
| Movements | |||||
| Investments | 1 | 3 | 24 | 28 | 39 |
| Acquisitions through business combinations | 3 | 6 | 5 | 14 | 2 |
| Disposals | – | – | (2) | (2) | (3) |
| Net expenditures ■ |
4 | 9 | 27 | 40 | 38 |
| Depreciation | (4) | (3) | (37) | (44) | (51) |
| Exchange differences and other movements | (5) | (3) | (7) | (15) | 10 |
| Total movements ■ |
(5) | 3 | (17) | (19) | (3) |
| Position at December 31 | |||||
| Purchase value | 148 | 40 | 425 | 613 | 622 |
| Depreciation | (57) | (31) | (339) | (427) | (417) |
| Book value at December 31 ■ |
91 | 9 | 86 | 186 | 205 |
| Investments in associates | 2006 | 2005 |
|---|---|---|
| Position at January 1 | 10 | 13 |
| Acquisitions | 6 | – |
| Dividends received | (1) | (2) |
| Share of profit of associates | 1 | 3 |
| Other movements | 2 | (4) |
| Position at December 31 ■ |
18 | 10 |
| in % | 2006 | 2005 |
|---|---|---|
| Boekhandels Groep Nederland | ||
| (Deventer, Netherlands) | 32.6 | 32.6 |
| Manz Iura, Manz Schulbuch (Vienna, Austria) | 40.0 | 40.0 |
| DataCert (Houston, TX, USA) | 33.9 | 19.0 |
| eLawForum (Washington, DC, USA) | 25.0 | 25.0 |
| Summary financial information, 2005 | Assets | Liabilities | Equity | Revenues | Profit/(loss) |
|---|---|---|---|---|---|
| Boekhandels Groep Nederland | 42 | 28 | 14 | 169 | 4 |
| Manz | 12 | 11 | 1 | 24 | 0 |
| DataCert | 6 | 15 | (9) | 12 | (1) |
| eLawForum | 4 | 1 | 3 | 4 | 2 |
| Summary financial information, 2006 | Assets | Liabilities | Equity | Revenues | Profit/(loss) |
|---|---|---|---|---|---|
| Boekhandels Groep Nederland | 42 | 26 | 16 | 180 | 2 |
| Manz Iura, Manz Schulbuch | 11 | 9 | 2 | 27 | 2 |
| DataCert | 6 | 17 | (11) | 13 | (2) |
| eLawForum | 2 | 0 | 2 | 1 | (1) |
note 13
| Financial assets | 2006 | 2005 |
|---|---|---|
| Investments | 71 | 75 |
| Receivables | 32 | 20 |
| Derivative financial instruments | 10 | 22 |
| Total ■ |
113 | 117 |
The most important investment at December 31, 2006, was Sdu Uitgevers bv, The Hague, Netherlands (25.9%). A dividend of €6 million is guaranteed by Sdu Uitgevers bv for the years 2004 through 2007, which is recognized as income from investments.
From January 1, 2008, the Group has the right to sell its shares in Sdu Uitgevers bv to the other shareholder (Sdu nv) at fair market value at the date of transfer. Likewise the Group is obliged to sell and transfer to Sdu nv all shares of Sdu Uitgevers bv upon request of Sdu nv under the same condition.
Even though the Group holds more than 20% of the shares of Sdu Uitgevers bv, the Group cannot exercise any influence on the company because of contractual limitations. Wolters Kluwer has no seat on the board and no access to shareholder meetings.
Because the shares of Sdu Uitgevers bv, which are classified as being available-for-sale, do not have a quoted market price in an active market, the range of reasonable fair value estimates is significant and the probabilities of the various estimates cannot be reasonably assessed. Consequently these shares are measured at cost.
The U.S. Medicare Prescription Drug, Improvement, and Modernization Act introduced a tax-free federal subsidy to sponsors of retiree health care benefit plans that provide a benefit that is at least actuarially equivalent to the Medicare Part D benefit. The Group's subsidy has been actuarially determined at €22 million (2005: €15 million), which has been reflected as a non-current asset under receivables.
| Deferred tax assets and liabilities | Assets | Liabilities | 2006 | 2005 |
|---|---|---|---|---|
| Intangible assets | 30 | (352) | (322) | (258) |
| Employee benefits | 55 | (2) | 53 | 81 |
| Interest carry-forward | 81 | – | 81 | 71 |
| Tax value of loss carry-forwards recognized | 41 | – | 41 | 51 |
| Other items | 118 | (107) | 11 | (2) |
| Tax assets/(liabilities) ■ |
325 | (461) | (136) | (57) |
| Set off of tax | (269) | 269 | – | – |
| Net tax assets/(liabilities) ■ |
56 | (192) | (136) | (57) |
The actual realization of the deferred tax assets depends on the generation of future taxable income during the periods in which the temporary differences become deductible. Based on projected future taxable income and available strategies, the Group considers the future realization of these deferred tax assets more likely than not.
Unrecognized deferred tax assets The Group has not recognized deferred tax assets that relate to unused tax losses amounting to €18 million (2005: €10 million), because it is not probable that future taxable profit will be available against which the Group can utilize the benefits.
| Balance at | Acquisitions/ | Recognized | Recognized | Exchange rate | Balance at | |
|---|---|---|---|---|---|---|
| Movement in temporary differences, 2005 | January 1 | disposals | in income | in equity | differences | December 31 |
| Intangible assets | (213) | (32) | 11 | (24) | (258) | |
| Employee benefits | 86 | (14) | (1) | 10 | 81 | |
| Interest carry-forward | 62 | 0 | 9 | 71 | ||
| Tax value of loss carry-forwards recognized | 35 | 11 | 5 | 51 | ||
| Other items | 33 | (32) | (3) | (2) | ||
| Total ■ |
3 | (32) | (24) | (1) | (3) | (57) |
| Balance at | Acquisitions/ | Recognized | Recognized | Exchange rate | Balance at | |
|---|---|---|---|---|---|---|
| Movement in temporary differences, 2006 | January 1 | disposals | in income | in equity | differences | December 31 |
| Intangible assets | (258) | (119) | 27 | 28 | (322) | |
| Employee benefits | 81 | (11) | (12) | (5) | 53 | |
| Interest carry-forward | 71 | 17 | (7) | 81 | ||
| Tax value of loss carry-forwards recognized | 51 | 15 | (20) | (5) | 41 | |
| Other items | (2) | 25 | (41) | 28 | 1 | 11 |
| Total ■ |
(57) | (79) | (28) | 16 | 12 | (136) |
Deferred tax from acquisitions/disposals consists of €71 million related to acquisitions made in 2006 (2005: €26 million) and €8 million (2005: €6 million) related to the final outcome of the purchase price allocation of 2005 acquisitions.
| Movements in overall tax position | 2006 | 2005 |
|---|---|---|
| Position at January 1 | ||
| Tax receivable | 48 | 14 |
| Tax payable | (21) | (12) |
| Deferred tax assets | 23 | 40 |
| Deferred tax liabilities | (80) | (37) |
| Overall tax position ■ |
(30) | 5 |
| Movements | ||
| Total income tax expense | (87) | (80) |
| Deferred tax on acquisitions/disposals | (79) | (32) |
| Deferred tax on items recognized immediately in equity | 16 | (1) |
| Tax payments | 36 | 83 |
| Exchange differences and other movements | 2 | (5) |
| Total movements ■ |
(112) | (35) |
| Position at December 31 | ||
| Tax receivable | 20 | 48 |
| Tax payable | (26) | (21) |
| Deferred tax assets | 56 | 23 |
| Deferred tax liabilities | (192) | (80) |
| Overall tax position ■ |
(142) | (30) |
| note 15 Inventories |
2006 | 2005 |
|---|---|---|
| Raw materials | 5 | 6 |
| Work in progress | 25 | 27 |
| Finished products and trade goods | 104 | 97 |
| Total ■ |
134 | 130 |
www.wolterskluwer.com
At December 31, 2006, the provision for obsolescence deducted from inventory book values totaled €57 million (2005: €68 million).
note 16
| Trade and other receivables | 2006 | 2005 |
|---|---|---|
| Trade receivables | 847 | 805 |
| Prepayments | 87 | 86 |
| Derivate financial instruments | 4 | 108 |
| Other receivables | 35 | 30 |
| Total ■ |
973 | 1,029 |
Trade receivables are shown net of impairment losses amounting to €43 million (2005: €43 million).
Cash and cash equivalents 2006 2005 Deposits 51 321 Cash and bank balances 87 107 ■ Total 138 428
| Other current liabilities | 2006 | 2005 |
|---|---|---|
| Salaries, holiday allowances | 140 | 134 |
| Royalties payable | 87 | 63 |
| Social security premiums and other taxation | 49 | 46 |
| Derivative financial instruments | 0 | 14 |
| Interest payable | 62 | 64 |
| Deferred acquisition payments | 27 | 26 |
| Other liabilities and accruals | 79 | 63 |
| Total ■ |
444 | 410 |
| note 19 | Effective | Nominal | Repayment | Repayment | |||
|---|---|---|---|---|---|---|---|
| interest rate | interest rate | commitments | commitments | ||||
| Net debt | (%) | (%) | 1-5 years [1] |
>5 years [1] |
2006 | 2005 | |
| Subordinated bonds 1997-2007 | 6.330 | 6.250 | – | – | – | 227 | |
| Bonds 1998-2008 | 5.340 | 5.250 | 227 | – | 227 | 226 | |
| Bonds 2003-2014 | 5.240 | 5.125 | – | 692 | 692 | 701 | |
| Perpetual cumulative subordinated bonds | 7.270 | 6.875 | – | 225 | 225 | 225 | |
| Other long-term loans | 84 | 2 | 86 | 46 | |||
| ■ | Total long-term loans | 311 | 919 | 1,230 | 1,425 | ||
| Derivative financial instruments | 2 | – | 2 | 11 | |||
| ■ | Total long-term debt | 313 | 919 | 1,232 | 1,436 | ||
| Borrowings and bank overdrafts | |||||||
| Multi-currency roll-over credit facility 2004-2011 | 676 | – | |||||
| Subordinated convertible staff bonds 2002-2007 | 5.550 | 3.000 | 1 | – | |||
| Subordinated bonds 1997-2007 | 6.330 | 6.250 | 227 | – | |||
| Bonds 1999-2006 | 5.690 | 5.550 | – | 214 | |||
| Unsubordinated convertible bonds 2001-2006 | 2.500 | 1.000 | – | 447 | |||
| Other short-term loans | 15 | 12 | |||||
| Bank overdrafts | 24 | 46 | |||||
| ■ | Total borrowings and bank overdrafts | 943 | 719 | ||||
| Deferred acquisition payments | 27 | 26 | |||||
| Derivative financial instruments | 0 | 14 | |||||
| ■ | Total short-term debt | 970 | 759 | ||||
| ■ | Gross debt | 2,202 | 2,195 | ||||
| Minus: | |||||||
| Cash and cash equivalents | (138) | (428) | |||||
| Derivative financial instruments: | |||||||
| Non-current receivable | (10) | (22) | |||||
| Current receivable | (4) | (108) | |||||
| ■ | Net debt | 2,050 | 1,637 |
[1] Repayments are presented at amortized costs.
129 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
The nominal interest rates on the bonds mentioned above are all fixed until redemption, except for the variable interest rate on the multi-currency credit facility. See ➔ Risk Management for the Group's financial risk management approach.
www.wolterskluwer.com
The following amounts of gross debt at December 31, 2006, are due within and after five years:
[1] 2007: includes drawn down on multi-currency roll-over credit facility (€676 million), maturing 2011
Bonds Wolters Kluwer has unsubordinated bonds outstanding for an amount of €919 million. On November 19, 2003, Wolters Kluwer issued unsubordinated bonds due in 2014 with a nominal value of €700 million. The coupon on the bonds is 5.125% with an issue price of 99.618%. Additionally, Wolters Kluwer has outstanding unsubordinated bonds of €227 million due in 2008.
Perpetual cumulative On May 14, 2001, a perpetual cumulative subordinated bond loan with a subordinated bonds nominal value of €225 million was issued. The issue price of the bonds was 100%. These bonds bear interest at 6.875%. Wolters Kluwer has the right to redeem the loan as from May 2008. Wolters Kluwer is allowed to refrain from paying interest if there is not declared or made available any dividend for payment. The accrued interest will be paid in a subsequent year where there is dividend declared and paid. In case of bankruptcy, Wolters Kluwer has no obligation to pay any accrued interest; the nominal amounts of the bond will then become a subordinated liability. The proceeds from this bond issue were used to refinance bank facilities, as well as for general corporate purposes.
Multi-currency credit facility In July 2004, Wolters Kluwer signed a €750 million multi-currency credit facility which was amended and restated in September 2006 to €1 billion with more favorable terms. The amended terms include a higher facility amount as well as a lower interest rate margin and a lower commitment fee. The multi-currency credit facility had an initial maturity of five years with two one-year extension options. The second extension option has been approved in 2006, the maturity of the multi-currency credit facility is 2011. The multi-currency credit facility will be used for general corporate purposes.
[1] Carrying value is defined as book value including accrued interest less the capitalized
portion of the issuing costs.
| financial instruments | December 31, 2006 | December 31, 2005 | ||
|---|---|---|---|---|
| Carrying value [1] |
Fair value | Carrying value [1] |
Fair value | |
| Bonds | (1,146) | (1,172) | (1,368) | (1,421) |
| Unsubordinated convertible bonds | – | – | (447) | (447) |
| Perpetual cumulative subordinated bonds | (225) | (231) | (225) | (233) |
| Derivative financial instruments: | ||||
| Non-current receivable ■ |
10 | 10 | 22 | 22 |
| Current receivable ■ |
4 | 4 | 108 | 108 |
| Non-current payable ■ |
(2) | (2) | (11) | (11) |
| Current payable ■ |
0 | 0 | (14) | (14) |
| Total derivative financial instruments ■ |
12 | 12 | 105 | 105 |
The fair value has been determined by the company based on market data or, if not available, appropriate valuation methods or quotes from financial institutions.
The fair value of outstanding bonds at the balance sheet date can deviate from the value at which they have been recorded in the balance sheet.
Hedge accounting At year-end the outstanding derivative financial instruments qualify for hedge accounting under IFRS. To apply for hedge accounting requires the hedge to be highly effective. During 2006 the result recorded in the income statement as a result of ineffectiveness of hedging is: fair value hedge €(0.1) million, cash flow hedge €0 million, and net investment hedge €0.1 million.
Sensitivity A sensitivity analysis on the derivative financial instruments portfolio yields the following results assuming an instantaneous 1% decline of the U.S. dollar against the euro from their levels at December 31, 2006, and an instantaneous 1% increase of both the U.S. dollar and euro interest rates respectively.
| Sensitivity | Exchange rate | Interest rate | |
|---|---|---|---|
| in millions | Amount | movement | movement |
| Fair value hedge | €200 | – | €(5) |
| Cash flow hedge | \$200 | €0 | €6 |
| Net investment hedge | \$215 | €2 | €0 |
For the effective part of the hedge, the sensitivity of the hedging item is offset by the sensitivity of the hedged item.
The multi-currency roll-over credit facility is not included in this sensitivity analysis since this is not a derivative financial instrument. However, the U.S. dollar draw-down (\$890 million at December 31, 2006) serves as a net investment hedge. See the ➔ Notes to the Consolidated Financial Statements – Derivative financial instruments and hedging activities for the principal accounting policies.
| Employee benefits | 2006 | 2005 |
|---|---|---|
| Pensions and post-employment plans | 168 | 227 |
| Other (post-)employment obligations | 19 | 23 |
| Total ■ |
187 | 250 |
The provision for pensions relates to defined benefit plans. The following weighted average principal actuarial assumptions were used to determine the net periodic pension and post-retirement plans' expense and net liability at the balance sheet date.
| in % | 2006 | 2005 |
|---|---|---|
| Pension schemes | ||
| Discount rate | 4.7 | 4.3 |
| Expected return on plan assets | 5.8 | 5.3 |
| Expected rate of salary increases | 3.3 | 3.5 |
| Post-retirement plans | ||
| Discount rate | 5.4 | 5.3 |
| Medical cost trend rate | 5.0 | 5.0 |
The expected rate of return on plan assets on individual categories of plan assets are determined by reference to relevant market indices. The overall expected rate of return on plan assets is based on the weighted average of each asset category. The mortality tables used are generally accepted in the applicable countries. The average increase in salaries is based on the non-closed pension plans. The medical cost trend rate is capped at 5% as stipulated by the Group's post-retirement medical plan in the United States.
Pension plans Post-employment plans
| Plan liabilities and assets | 2006 | 2005 | 2006 | 2005 |
|---|---|---|---|---|
| Plan liabilities | ||||
| Fair value at January 1 | 1,014 | 919 | 89 | 85 |
| Current service cost | 15 | 15 | 3 | 2 |
| Interest cost | 43 | 43 | 4 | 4 |
| Benefits paid by fund | (35) | (33) | (3) | (6) |
| Actuarial (gain) or loss | (42) | 49 | (3) | (9) |
| Contributions by plan participants | 5 | 6 | – | – |
| Curtailment (gain) or loss | (4) | – | – | – |
| Exchange rate differences | (19) | 30 | (7) | 13 |
| Plan amendments | (4) | (15) | – | – |
| Fair value at December 31 ■ |
973 | 1,014 | 83 | 89 |
| Plan assets | ||||
| Fair value at January 1 | 918 | 817 | – | – |
| Expected return on plan assets | 46 | 28 | – | – |
| Actuarial gain or (loss) | 29 | 58 | – | – |
| Benefits paid by fund | (35) | (33) | (3) | (6) |
| Contributions by the employer | 22 | 16 | 3 | 6 |
| Contributions by plan participants | 5 | 6 | – | – |
| Exchange rate differences | (16) | 26 | – | – |
| Fair value at December 31 ■ |
969 | 918 | – | – |
| Funded status | ||||
| Funded status at December 31 | 4 | 96 | 83 | 89 |
| Unrecognized past service costs | 10 | 11 | 13 | 16 |
| Asset ceiling | 36 | – | – | – |
| Reclassification of Medicare Part D to financial assets | – | – | 22 | 15 |
| Net liability at December 31 ■ |
50 | 107 | 118 | 120 |
| Pension cost | ||||
| Current service cost | 15 | 15 | 3 | 2 |
| Interest cost | 43 | 43 | 4 | 4 |
| Expected return on plan assets | (46) | (47) | – | – |
| Amortization unrecognized past service costs | (1) | 1 | (1) | (1) |
| Plan amendments and curtailment | (8) | – | – | – |
| Total pension costs ■ |
3 | 12 | 6 | 5 |
Post-employment plans consist of the post-retirement medical benefit plan in the United States and the Italian TFR plan.
The asset ceiling of €36 million in 2006 relates to the pension scheme in the Netherlands where the overfunding of the defined benefit plan cannot likely be recovered, based on the current terms of the plan, through refunds or reductions of future contributions.
The curtailment gain of €4 million in 2006 relates to a change in the pension plan in the United Kingdom where all active scheme members'
benefits ceased to be linked to their final salary and they effectively became deferred members.
The plan amendment of €4 million in 2006 also relates to a change in the pension plan in the United Kingdom where the scheme rules were changed to allow a higher amount of retirement pension to be commuted for tax-free cash, in line with new governmental rules. Allowing for this rule change (and making an assumption that members opt to utilize the higher cash allowance) has the effect of a plan amendment.
The reclassification of the Medicare Part D subsidy of €22 million (2005: €15 million) refers to the U.S. Medicare Prescription Drug subsidy (see ➔ note 13).
The pre-tax cumulative amount of actuarial gains and (losses) recognized in the statement of recognized income and expenses (SORIE) is as follows:
| Actuarial gains and (losses) | 2006 | 2005 |
|---|---|---|
| Position at January 1 Recognized in SORIE |
(56) 38 |
(59) 3 |
| Cumulative amount at December 31 ■ |
(18) | (56) |
The actual return on plan assets for the year ended December 31, 2006 amounted to €75 million (2005: €86 million).
The funded status for the years 2004-2006 is as follows:
| Funded status | 2006 | 2005 | 2004 |
|---|---|---|---|
| Present value of defined benefit obligation Fair value of plan assets |
(1,056) 969 |
(1,103) 918 |
(993) 817 |
| Funded status | (87) | (185) | (176) |
The experience adjustments, defined as the effects of differences between the previous actuarial assumptions and what has actually occurred, amount to 1% of the plan assets and liabilities.
The sensitivity for a 1% change in the discount rate is:
Sensitivity
| in millions of euros | Medical costs | Service costs | Plan liabilities |
|---|---|---|---|
| Baseline | 2 | 16 | (1,056) |
| Discount rate -1% | 2 | 21 | (1,210) |
| Discount rate +1% | 2 | 12 | (928) |
The actual medical cost trend rate in the United States exceeds the applied medical cost trend rate which is capped at 5% according to the plan rules. Consequently, the sensitivity for a 1% change in the assumed medical cost trend rate is nil. The baseline service costs of €16 million relate to the pension plans as well as the Italian TFR.
| in % | 2006 | 2005 |
|---|---|---|
| Equities | 50 | 58 |
| Bonds | 50 | 42 |
| Total ■ |
100 | 100 |
The overall expected rate of return on assets (EROA) of 5.8% in 2006 is based upon the long-term EROA per asset class. For equities, an overall long-term EROA of 7.4% is applied and for bonds 4.2%.
Wolters Kluwer estimates the contributions to be paid to the plans during 2007 at €20 million (2006: €25 million).
| Provisions for restructuring commitments | 2006 | 2005 | |
|---|---|---|---|
| Position at January 1 | 13 | 33 | |
| Add: short-term commitments | 44 | 51 | |
| Total at January 1 ■ |
57 | 84 | |
| Movements | |||
| Addition charged as exceptional restructuring expense | 0 | 20 | |
| Addition charged to ordinary operating result | 15 | 1 | |
| Total additions ■ |
15 | 21 | |
| Appropriation of restructuring provisions | (37) | (51) | |
| Exchange differences and other movements | (1) | 3 | |
| Total appropriations ■ |
(38) | (48) | |
| Total at December 31 | 34 | 57 | |
| Less: short-term commitments | (22) | (44) | |
| Position at December 31 ■ |
12 | 13 |
| note 22 | Issued share capital | Share premium reserve | Legal reserve | Translation reserve | |
|---|---|---|---|---|---|
| ■ | Balance at January 1, 2005 | 36 | 91 | 9 | (147) |
| Exchange differences on translating foreign operations | 252 | ||||
| Gains/(losses) on hedges of net investments | |||||
| in foreign operations | (78) | ||||
| Actuarial gains/(losses) on employee benefits | |||||
| Tax on items taken directly to or transferred from equity | |||||
| ■ | Net income recognized directly in equity | – | – | – | 174 |
| Profit for the year | |||||
| ■ | Total recognized income and expense | ||||
| for the year | – | – | – | 174 | |
| Share–based payments | |||||
| Cash dividend 2004 | |||||
| Stock dividend 2004 | 1 | (1) | |||
| Exercise of share options | |||||
| Other movements | 58 | ||||
| ■ | Balance at December 31, 2005 | 37 | 90 | 9 | 85 |
| Exchange differences on translating foreign operations | (211) | ||||
| Gains/(losses) on hedges of net investments | |||||
| in foreign operations | 12 | ||||
| Gains/(losses) on cash flow hedges | (2) | ||||
| Actuarial gains/(losses) on employee benefits | |||||
| Tax on items taken directly to or transferred from equity | |||||
| ■ | Net income recognized directly in equity | – | – | – | (201) |
| Profit for the year | |||||
| ■ | Total recognized income and expense | ||||
| for the year | – | – | – | (201) | |
| Share-based payments | |||||
| Cash dividend 2005 | |||||
| Stock dividend 2005 | 0 | 0 | |||
| Exercise of share options | |||||
| Repurchased shares | |||||
| ■ | Balance at December 31, 2006 | 37 | 90 | 9 | (116) |
| Treasury shares | Retained earnings | Shareholders' equity | Minority interest | Total equity |
|---|---|---|---|---|
| (53) | 772 | 708 | 6 | 714 |
| 252 | 252 | |||
| (78) | (78) | |||
| 3 | 3 | 3 | ||
| (1) | (1) | (1) | ||
| – | 2 | 176 | – | 176 |
| 260 | 260 | 1 | 261 | |
| – | 262 | 436 | 1 | 437 |
| 12 | 12 | 12 | ||
| (69) | (69) | (69) | ||
| 0 | 0 | |||
| 12 | (1) | 11 | 11 | |
| (58) | 0 | (6) | (6) | |
| (41) | 918 | 1,098 | 1 | 1,099 |
| (211) | (211) | |||
| 12 | 12 | |||
| (2) | (2) | |||
| 38 | 38 | 38 | ||
| 16 | 16 | 16 | ||
| – | 54 | (147) | – | (147) |
| 321 | 321 | 1 | 322 | |
| – | 375 | 174 | 1 | 175 |
| 17 | 17 | 17 | ||
| (80) | (80) | (80) | ||
| 0 | 0 | |||
| 7 | (3) | 4 | 4 | |
| (19) | (19) | (19) | ||
| (53) | 1,227 | 1,194 | 2 | 1,196 |
| Share capital | The authorized capital amounts to €143.04 million, consisting of €71.52 million in ordinary shares (nominal value €0.12) and €71.52 million in prefer ence shares. The issued share capital consists of ordinary shares. The number of issued ordinary shares increased from 304.4 million to 308.7 million as a result of stock dividend and shares released under the LTIP. To cover the dilutive effect of stock options and LTIP, the company holds, as of the balance sheet date, 2.7 million repurchased treasury shares. |
|---|---|
| Legal reserve | Legal reserve contains appropriations of profits of Group companies which are allocated to a legal reserve based on statutory and/or legal requirements. This reserve is not available for distribution. |
| Translation reserve | The translation reserve contains exchange rate differences arising from the translation of the net investment in foreign operations, and of the related hedges. When a foreign operation is sold, exchange differences that were recorded in equity prior to the sale are recycled through the income state ment as part of the gain or loss on divestment. This reserve is not available for distribution. |
| Treasury shares | The company repurchases shares in treasury to cover the dilutive effect of stock options and the equity-settled share-based payments (LTIP). Treasury shares are recorded at cost, representing the market price on the acquisition date. This reserve is not available for distribution. |
| Dividends | Pursuant to Article 29 of the Articles of Association, and with the approval of the Supervisory Board, a proposal will be submitted to the Annual General Meeting of Shareholders to make a distribution of €0.58 per share in cash or in shares at a ratio to be determined and announced on April 27, 2007. Of the 2005 dividend of €0.55 per share, 48.4% was distributed as cash dividend (2004: 42.9%). |
| Number of shares | For a reconciliation of average number of shares and earnings per share, see ➔ note 1. |
note 23
Long-Term Incentive Plan In late 2003, a new strategic vision was announced that focuses on value creation. As a result, a new incentive plan for Executive Board Members and senior executives was implemented to align compensation with value creation. Under the plan, share options ceased to be awarded. Instead, Executive Board Members and senior executives are awarded shares under the equity-settled Long-Term Incentive Plan (LTIP). The vesting period of the LTIP is three years (except as disclosed in note 27) at the beginning of which a base number of shares (norm payout) is conditionally awarded to each beneficiary.
Actual awards will range anywhere from 0% to 150% of target amounts; the percentage depends on the Group's Total Shareholder Return (TSR) relative to a pre-defined group of 15 peer companies. See the ➔ Remuneration Report for more details.
Wolters Kluwer 2006 Annual Report
The expense of the LTIP is recognized ratably in the income statement over the vesting period.
Vesting of the conditional grants is subject to the non-market condition that the participant stays with the Group until the plan's maturity (December 31 of the final year of the plan). These terms and conditions apply to all existing plans (LTIP 2004-06, LTIP 2005-07 and LTIP 2006-08). In 2006, €17.2 million has been recognized within personnel expenses in the income statement (2005: €11.8 million) related to the total costs of the LTIP 2004-06, 2005-07, and 2006-08.
LTIP 2004-06 The LTIP 2004-06 vested on December 31, 2006. Total shareholder return (TSR) ranked fourth relative to the peer group, resulting in a payout of 125% of the base number of shares. The shares will be released on March 1, 2007.
| Vested at December 31, 2006 ■ |
1,461,875 |
|---|---|
| Additional payout (25%) | 292,375 |
| Forfeited | (89,500) |
| Shares outstanding at January 1, 2006 | 1,259,000 |
LTIP 2005-07 and 2006-08 The fair market value of each conditionally awarded share under the LTIP 2006-08 was €14.63 (LTIP 2005-07: €13.58; LTIP 2004-06: €13.10), as determined by an outside consulting firm.
| base number of shares at 100% payout | LTIP 2005-07 | LTIP 2006-08 | Total |
|---|---|---|---|
| Outstanding at January 1, 2006 | 1,455,500 | 0 | 1,455,500 |
| Conditionally awarded | 0 | 1,399,600 | 1,399,600 |
| Vested | 0 | 0 | 0 |
| Forfeited | (115,000) | (48,850) | (163,850) |
| Outstanding at December 31, 2006 ■ |
1,340,500 | 1,350,750 | 2,691,250 |
Stock option plans At December 31, 2006, options were outstanding for 2.8 million ordinary shares in Wolters Kluwer.
| Stock option plans | 2001 | 2002 | 2003 | 2004 | Total |
|---|---|---|---|---|---|
| End of exercise period | 2006 [1] |
2007 and 2009 |
2010 | 2011 | |
| Initial number of options | 2,729,750 | 2,912,250 | 2,778,500 | 40,000 | |
| Exercise rate (average) (€) | 28.88 | 23.07 | 10.55 | 13.47 | |
| Number of options outstanding at January 1, 2006 | 1,771,000 | 2,072,750 | 1,123,500 | 40,000 | 5,007,250 |
| Movements | |||||
| Options expired/eliminated | (1,675,000) | (181,000) | (13,500) | 0 | (1,869,500) |
| Options exercised | 0 | (18,000) | (350,000) | 0 | (368,000) |
| Number of options outstanding ■ |
|||||
| at December 31, 2006 | 96,000 | 1,873,750 | 760,000 | 40,000 | 2,769,750 |
[1] The French option plans of 2001 and 2002 expire in 2007 and 2008, respectively.
For members of the Executive Board and approximately 400 managers within the Group a share option plan applied until January 1, 2004. Stock options awarded before January 1, 2004, have not been cancelled. After that date, no new stock options have been awarded, except for 40,000 stock options in 2004 to a former member of the Executive Board. Consequently, no pro forma option value information is presented.
Options are awarded at fair market value at the grant date. Every option entitles the holder to purchase one share each, for the share price on the date at which the option is awarded. The exercise period starts at least two years after the date the options are awarded until five years maximum, or in some cases six years. For options awarded after August 2002 the maturity period is seven years after the grant date.
note 24
The company has a related party relationship with its subsidiaries (Wolters Kluwer nv has filed a list of the subsidiaries at the Trade Register in Amsterdam), associates, and with members of the Supervisory Board and the Executive Board. Related party transactions are conducted on an at arm's length basis with terms comparable to transactions with third parties. Associates (see ➔ note 12) purchased goods from the Group for the amount of €8 million (2005: €8 million).
note 25
Leases The Group leases a number of offices under operating leases. The leases typically run for a period of 10 years, with an option to renew the lease. Lease payments are increased to reflect market rentals. None of the leases include contingent rentals.
At December 31, 2006, annual commitments under rental and operational lease agreements amounted to €67 million (2005: €69 million). The average term of these commitments is approximately 6.2 years (2005: 5.9 years).
Non-cancelable operating lease rentals are payable as follows:
| Non-cancelable operating lease rentals | 2006 | 2005 |
|---|---|---|
| Less than one year | 11 | 7 |
| Between one and five years | 34 | 21 |
| More than five years | 62 | 62 |
Some of the leased property is sublet by the Group. Sublease payments of €2 million are expected to be received during the following financial year. The Group has recognized a provision of €1 million in respect of these subleases.
Property, Plant and Equipment includes €4 million (2005: not applicable) relating to finance lease arrangements. The amount due within one year is €2 million, the amount due in the second to fifth years is €2 million. The present value of the lease payments does not differ materially from the nominal value.
Guarantees At December 31, 2006, the Group has outstanding guarantees regarding royalty payments to societies during the coming years of approximately €4 million (2005: €5 million).
The Group has issued formal guarantees for bank credit facilities for a total amount of €91 million (2005: €106 million) on behalf of a number of its foreign subsidiaries. At December 31, 2006, none of these credit facilities had been utilized (2005: none). At December 31, 2006, other bank guarantees had been issued at the request of the company or its subsidiaries for a total amount of €4.8 million (2005: €4.3 million). These guarantees mainly relate to rent for real estate.
Legal and judicial proceedings, claims The Group is involved in legal and judicial proceedings and claims in the ordinary course of business. Liabilities and contingencies in connection with these matters are periodically assessed based upon the latest information available, usually with the assistance of lawyers and other specialists.
A liability is accrued only if an adverse outcome is probable and the amount of the loss can be reasonably estimated. If one of these conditions is not met, the proceeding or claim is disclosed as contingent liability, if material. The actual outcome of a proceeding or claim may differ from the estimated liability, and consequently may affect the financial performance and position.
Audit Fees note 26
The aggregate fees of the Group's auditor, KPMG Accountants N.V., for professional services rendered in 2006 and 2005 are as follows:
| in million of euros | 2006 | 2005 |
|---|---|---|
| Audit fees | 4.4 | 4.4 |
| Audit-related fees | 1.8 | 1.3 |
| Tax fees | 2.1 | 1.6 |
| Total ■ |
8.3 | 7.3 |
Audit fees consist of fees for the audit of both the consolidated financial statements and local statutory financial statements. Audit-related fees primarily consist of fees in connection with acquisitions and disposals and attest services not required by statute or regulation.
For details on the Group's remuneration policy, see the ➔ Remuneration Report.
| Remuneration of Executive Board Members | Social | Other | Tax | |||||
|---|---|---|---|---|---|---|---|---|
| in thousands of euros | Salary | Bonus | Pension | security | benefits | gross up | 2006 | 2005 |
| [1] | [2] | |||||||
| N. McKinstry, Chairman | 831 | 765 | 165 | 24 | 197 | 202 | 2,184 | 1,917 |
| B.L.J.M. Beerkens | 557 | 446 | 110 | 11 | 44 | – | 1,168 | 1,041 |
| J.M. Detailleur | 476 | 381 | 290 | 154 | 81 | – | 1,382 | 1,224 |
| Total ■ |
1,864 | 1,592 | 565 | 189 | 322 | 202 | 4,734 | 4,182 |
[1] Tax gross up relates to the tax expense incurred by the Group relating to tax equalization for salary and benefits paid in 2006 per the contract between the company and Ms. McKinstry.
[2] The Group's costs of the Long-Term Incentive Plans are not included in the Executive Board Members'
remuneration as it comprises a conditional element
The 2006 bonuses as presented above relate to the performance year 2006 and will be paid in 2007. The 2006 pension contributions as presented above concern the accrued pension costs for the financial year 2006.
In 2006, 120,000 shares that vested in 2005 were released under the LTIP 2004-06 to a former member of the Executive Board. At balance sheet date, Mr. J.M. Detailleur owns 834 ordinary shares.
of compensation.
LTIP 2004-06 The LTIP 2004-06 vested on December 31, 2006. Total shareholder return (TSR) ranked fourth relative to the peer group, resulting in a payout of 125% of the base number of shares. The shares will be released on March 1, 2007.
| Outstanding | Additional | Vested | |
|---|---|---|---|
| LTIP 2004-06 | January 1, 2006 | payout (25%) | December 31, 2006 |
| N. McKinstry, Chairman | 200,000 | 50,000 | 250,000 |
| B.L.J.M. Beerkens | 80,000 | 20,000 | 100,000 |
| J.M. Detailleur | 80,000 | 20,000 | 100,000 |
| Total ■ |
360,000 | 90,000 | 450,000 |
LTIP 2005-07 and 2006-08 The Executive Board Members have been conditionally awarded the following number of shares based on a 100% payout, subject to the conditions of the LTIP for 2005-07 and 2006-08, as described in the ➔ Remuneration Report:
| Conditionally | Conditionally | Total conditionally | |
|---|---|---|---|
| LTIP 2005-07 and 2006-08 | awarded | awarded | awarded at |
| base number of shares at 100% payout | LTIP 2005-07 | LTIP 2006-08 | December 31, 2006 |
| N. McKinstry, Chairman | 200,000 | 200,000 | 400,000 |
| B.L.J.M. Beerkens | 80,000 | 80,000 | 160,000 |
| J.M. Detailleur | 80,000 | 80,000 | 160,000 |
| Total ■ |
360,000 | 360,000 | 720,000 |
The fair market value of each conditionally awarded share under the LTIP 2006-08 was €14.63 (LTIP 2005-07: €13.58; LTIP 2004-06: €13.10), as determined by an outside consulting firm. The plans have a vesting period of three years, except for the LTIP 2006-08 for Mr. Detailleur which has a two-year vesting period.
| Expired | Exercised | End of | |||||
|---|---|---|---|---|---|---|---|
| Grant | Exercise | January 1, | during | during | December | Exercise | |
| Stock options for Executive Board Members | date | price (€) | 2006 | the year | the year | 31, 2006 | period |
| N. McKinstry, Chairman | 2001 | 29.16 | 100,000 | (100,000) | 0 | 2006 | |
| 2002 | 24.00 | 90,000 | 90,000 | 2007 | |||
| 2002 | 18.27 | 80,000 | 80,000 | 2009 | |||
| 2003 | 13.00 | 80,000 | 80,000 | 2010 | |||
| B.L.J.M. Beerkens | 2003 | 10.10 | 15,000 | 15,000 | 2010 | ||
| 2003 | 13.00 | 40,000 | 40,000 | 2010 | |||
| J.M. Detailleur | 2001 | 29.16 | 20,000 | (20,000) | 0 | 2006 | |
| 2001 | 29.16 | 60,000 | 60,000 | 2007 | |||
| 2002 | 24.00 | 5,000 | 5,000 | 2007 | |||
| 2002 | 24.00 | 55,000 | 55,000 | 2008 | |||
| 2002 | 18.27 | 40,000 | 40,000 | 2009 | |||
| 2003 | 13.00 | 40,000 | 40,000 | 2010 | |||
| Total ■ |
625,000 | (120,000) | – | 505,000 |
| Member of | ||||
|---|---|---|---|---|
| Selection & | Member | |||
| Remuneration of Supervisory Board Members | Remuneration | of Audit | Remuneration | Remuneration |
| in thousands of euros | Committee | Committee | 2006 | 2005 |
| A. Baan, Chairman | ■ | ■ | 51 | 46 |
| J.V.H. Pennings, Deputy Chairman | ■ | 47 | 42 | |
| L.P. Forman | ■ | ■ | 43 | 14 |
| A.J. Frost | 37 | 37 | ||
| S.B. James | 26 | – | ||
| K.A.L.M. Van Miert | – | 12 | ||
| H. de Ruiter | 18 | 55 | ||
| H. Scheffers | ■ | 42 | 42 | |
| P.N. Wakkie | 37 | 27 | ||
| N.J. Westdijk | – | 14 | ||
| Total ■ |
301 | 289 |
Mr. James was appointed as member of the Supervisory Board by the Annual General Meeting of Shareholders on April 26, 2006. Messrs. Van Miert and Westdijk resigned in April 2005, Mr. De Ruiter resigned in April 2006.
The Supervisory Board Members do not own shares in Wolters Kluwer.
note 28
The preparation of 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 and liabilities, the disclosure of contingent assets and liabilities, and the reported amounts of revenues and expense. Actual results may differ from those estimates.
Policies that are critical for the presentation of the financial position and financial performance of the Group and that require estimates and judgments are discussed below.
Revenue recognition Revenue recognition requires estimates and judgments as far as it relates to estimating expected returns from customers and non-renewed orders. The Group recognizes a provision for these delivered goods or rendered services based on historical rates. If these rates exceed a certain threshold, revenue is recognized only upon receipt of the payment or the order. Revenue recognition of a combination of goods and services requires estimates of the fair value of the individual components.
Employee benefits Wolters Kluwer has defined benefit pension plans in some countries and in the United States also has post-retirement medical plans. The net assets and liabilities of these plans are presented in the balance sheet of the Group. The costs related to these pension plans and medical plans are included in the income statement. The assets and liabilities as well as the costs are based upon actuarial and economic assumptions. The main economic assumptions are:
For actuarial assumptions the normal mortality rates have been used. The withdrawal rates and retirement rates are based upon statistics provided by the relevant entities and compared with business practices.
Capitalized software Software development costs are only recognized if, and only if, the Group can demonstrate the technical feasibility of completing the software project so that it will be available for use or sale and comply with the following other requirements: the intention to complete the development project; the ability to sell or use the product; demonstration of how the product will yield probable future economic benefits; the availability of adequate technical, financial, and other resources to complete the project; and the ability to reliably measure the expenditure attributable to the project.
Capitalized software is amortized using the straight-line method over the economic life of the software, between 3 and 10 years. Capitalization of software is dependent on several assumptions as indicated above. While management has procedures in place to control the software development process, there is uncertainty with regard to the outcome of the development process.
Useful life of assets The useful life has to be determined for assets such as publishing rights; other intangible assets, which mainly consist of self-developed software; and
145 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
property, plant and equipment. The useful lives are estimated based upon best practice within the Group and in line with common market practice.
Valuation and impairment testing Upon acquisition, the value of intangible assets acquired is estimated, intangibles applying the methodologies as set out under the accounting policies.These calculations are usually performed by an outside consulting firm in close cooperation with management of the involved entity. These calculations require estimations regarding cash flow projections, determination of useful life, and rate of return. The estimations are based upon best practice within the Group and in line with common market practice.
IFRS 3 requires goodwill to be carried at cost with impairment reviews both annually and when there are indications that the carrying value may not be recoverable. The impairment reviews require estimates of a discount rate, cash flow projections, and a perpetual growth rate. These estimations are made by management of the entities that carry the goodwill on their balance sheet, and the calculations are based on three-year business development plans prepared by management of the entities and approved by the Executive Board of the Group.
The fair value of the assets, liabilities, and contingent liabilities of an acquired entity should be measured within 12 months from the acquisition date. This means that for some acquisitions, provisional fair values have been included in the balance sheet and final valuation of the identifiable tangible assets is still pending. Actual valuation of these assets, liabilities, and contingent liabilities may differ from the provisional valuation.
When a business combination agreement provides for an adjustment to the cost of the combination contingent on future events (earn-out), the Group includes the amount of that adjustment in the cost of the combination at the acquisition date if the adjustment is probable and can be measured reliably. The measurement will usually be based on estimates of future results of the business combination.
Accounting for income taxes Corporate taxation is calculated on the basis of income before taxation, taking into account the relevant local tax rates and regulations. For each operating entity, the current income tax expense is calculated and differences between the accounting and tax base are determined resulting in deferred tax assets or liabilities. These calculations might deviate from the final tax assessments which will be received in future periods.
A deferred tax asset shall be recognized for the carry-forward of unused tax losses and unused tax credits to the extent that it is probable that future taxable profit will be available against which the unused tax losses and unused tax credits can be utilized. Management assesses the probability that taxable profit will be available against which the unused tax losses or unused tax credits can be utilized.
Legal and judicial proceedings, claims For legal and judicial proceedings and claims against the Company and its operating entities, a liability is accrued only if an adverse outcome is probable and the amount of the loss can be reasonably estimated.
If one of these conditions is not met, the proceeding or claim is disclosed as contingent liability, if material. The actual outcome of a proceeding or claim may differ from the estimated liability, and consequently may affect the actual result.
The prediction of the outcome and the assessment of a possible loss by management is based on management's judgments and estimates. Management usually consults lawyers and other specialists for support.
Financial Statements of Wolters Kluwer nv
Notes to the Financial Statements of Wolters Kluwer nv 149
| Income statement of Wolters Kluwer nv | 2006 | 2005 |
|---|---|---|
| Results subsidiaries after tax Other income after tax note 29 |
240 81 |
197 63 |
| Profit for the year ■ |
321 | 260 |
| before appropriation of results, at December 31 | 2005 | |||
|---|---|---|---|---|
| Non-current assets | ||||
| Intangible assets | 14 | 8 | ||
| Property, Plant and Equipment | 1 | 2 | ||
| Financial assets note 30 | 2,932 | 2,311 | ||
| Total non-current assets ■ |
2,947 | 2,321 | ||
| Current assets | ||||
| Accounts receivable note 31 | 818 | 1,350 | ||
| Cash and cash equivalents | 33 | 315 | ||
| Total current assets ■ |
851 | 1,665 | ||
| Current liabilities note 32 | 1,391 | 1,249 | ||
| Working capital ■ |
(540) | 416 | ||
| Capital employed ■ |
2,407 | 2,737 | ||
| Non-current liabilities | ||||
| Long-term debt | ||||
| Subordinated bonds ■ |
– | 227 | ||
| Bonds ■ |
919 | 927 | ||
| Perpetual cumulative subordinated bonds ■ |
225 | 225 | ||
| Derivative financial instruments ■ |
2 | 11 | ||
| Total long-term debt ■ |
1,146 | 1,390 | ||
| Long-term debt to subsidiaries | 59 | 235 | ||
| Deferred tax liabilities | 4 | 9 | ||
| Provisions note 33 | 4 | 5 | ||
| Total non-current liabilities ■ |
1,213 | 1,639 | ||
| Shareholders' equity note 34 | 1,194 | 1,098 | ||
| Total financing ■ |
2,407 | 2,737 |
As provided in section 402 of the Dutch Civil Code, Book 2, the income statement of Wolters Kluwer nv includes only the after-tax results of subsidiaries and other income after tax, as Wolters Kluwer nv's figures are included in the consolidated financial statements.
Unless otherwise indicated, the figures in these financial statements are in millions of euros.
The financial statements of Wolters Kluwer nv are prepared in accordance with the Dutch Civil Code, Book 2, Title 9, with the application of the regulations of section 362.8 allowing the use of the same accounting policies as applied for the consolidated financial statements. These accounting policies are described in the ➔ Notes to the Consolidated Financial Statements.
Subsidiaries are valued using the equity method, applying the IFRS accounting policies endorsed by the European Union.
Any related party transactions between subsidiaries, associates, investments, and with members of the Supervisory Board and the Executive Board and the (ultimate) parent company Wolters Kluwer nv are conducted on an at arm's length basis with terms comparable to transactions with third parties.
Personnel Expenses note 29
| Personnel expenses | 2006 | 2005 |
|---|---|---|
| Salaries and wages | 25 | 23 |
| Social security charges | 3 | 2 |
| Costs of defined benefit plans | 2 | 1 |
| Share-based payments | 10 | 12 |
| Total ■ |
40 | 38 |
The costs of the share-based payments relate to the LTIP. In 2005 all costs (€12 million), relating to the LTIP 2004-06 and 2005-07 were recognized in the income statement of Wolters Kluwer nv. In 2006, the costs of the sharebased payments of €10 million for the LTIP 2004-06, 2005-07 and 2006-08 relate only to the Executive Board and Corporate staff. The costs of the LTIP relating to management and other employees of the divisions have been recognized in the divisions. For the remuneration of the Executive Board and the Supervisory Board, see ➔ note 27.
note 30
| Financial assets | 2006 | 2005 |
|---|---|---|
| Equity value of subsidiaries | (322) | (642) |
| Long-term receivables from subsidiaries | 3,244 | 2,931 |
| Derivative financial instruments | 10 | 22 |
| Total ■ |
2,932 | 2,311 |
| Equity value of subsidiaries | 2006 | 2005 |
|---|---|---|
| Equity value of subsidiaries at January 1 | (642) | (450) |
| Movements related to restatements | 0 | 4 |
| Movements related to results | 240 | 197 |
| Movements related to exchange differences | 49 | (85) |
| Movements related to dividend payments | (5) | (310) |
| Actuarial gain/(loss) on employee benefits | 36 | 2 |
| Equity value of subsidiaries ■ |
||
| at December 31 | (322) | (642) |
| Accounts receivable | 2006 | 2005 |
|---|---|---|
| Receivables from subsidiaries | 810 | 1,212 |
| Derivative financial instruments | 4 | 108 |
| Interest receivable | 0 | 0 |
| Current tax receivable | 0 | 29 |
| Other receivables | 4 | 1 |
| Total ■ |
818 | 1,350 |
note 32
| Current liabilities | 2006 | 2005 |
|---|---|---|
| Debt to subsidiaries | 390 | 468 |
| (Subordinated) bonds | 228 | 661 |
| Multi-currency roll-over facility 2004-2011 | 676 | – |
| Bank overdrafts | 6 | 20 |
| Derivative financial instruments | 0 | 14 |
| Interest payable | 61 | 64 |
| Current tax payable | 1 | – |
| Other liabilities | 29 | 22 |
| Total ■ |
1,391 | 1,249 |
For an explanation of the non-current liabilities, see ➔ note 19.
note 33
| Provisions | 2006 | 2005 |
|---|---|---|
| Provision for pensions | 2 | 3 |
| Provision for restructuring commitments | 2 | 2 |
| Total ■ |
4 | 5 |
note 34
| Issued | Share | Un | Share | ||||||
|---|---|---|---|---|---|---|---|---|---|
| Statements of changes in equity | share | premium | Legal | Translation | Treasury | Retained | distributed | holders' | |
| of Wolters Kluwer nv | capital | reserve | reserve | reserve | shares | earnings | profit | equity | |
| ■ | Balance at January 1, 2005 | 36 | 91 | 9 | (147) | (53) | 461 | 311 | 708 |
| Exchange differences on translating foreign operations | 252 | 252 | |||||||
| Gains/(losses) on hedges of net investments | |||||||||
| in foreign operations | (78) | (78) | |||||||
| Actuarial gains/(losses) on employee benefits | 3 | 3 | |||||||
| Tax on items taken directly to or transferred from equity | (1) | (1) | |||||||
| ■ | Net income recognized directly in equity | – | – | – | 174 | – | 2 | – | 176 |
| Profit for the year | 260 | 260 | |||||||
| ■ | Total recognized income and expense | ||||||||
| for the year | – | – | – | 174 | – | 2 | 260 | 436 | |
| Appropriation of profit previous year | 311 | (311) | 0 | ||||||
| Share-based payments | 12 | 12 | |||||||
| Cash dividend 2004 | (69) | (69) | |||||||
| Stock dividend 2004 | 1 | (1) | 0 | ||||||
| Exercise of share options | 12 | (1) | 11 | ||||||
| Other movements | 58 | (58) | 0 | ||||||
| ■ | Balance at December 31, 2005 | 37 | 90 | 9 | 85 | (41) | 658 | 260 | 1,098 |
| Exchange differences on translating foreign operations | (211) | (211) | |||||||
| Gains/(losses) on hedges of net investments | |||||||||
| in foreign operations | 12 | 12 | |||||||
| Gains/(losses) on cash flow hedges | (2) | (2) | |||||||
| Actuarial gains/(losses) on employee benefits | 38 | 38 | |||||||
| Tax on items taken directly to or transferred from equity | 16 | 16 | |||||||
| ■ | Net income recognized directly in equity | – | – | – | (201) | – | 54 | – | (147) |
| Profit for the year | 321 | 321 | |||||||
| ■ | Total recognized income and expense | ||||||||
| for the year | – | – | – | (201) | – | 54 | 321 | 174 | |
| Appropriation of profit previous year | 260 | (260) | 0 | ||||||
| Share–based payments | 17 | 17 | |||||||
| Cash dividend 2005 | (80) | (80) | |||||||
| Stock dividend 2005 | 0 | 0 | 0 | ||||||
| Exercise of share options | 7 | (3) | 4 | ||||||
| Repurchased shares | (19) | (19) | |||||||
| ■ | Balance at December 31, 2006 | 37 | 90 | 9 | (116) | (53) | 906 | 321 | 1,194 |
www.wolterskluwer.com
note 35
| Guarantees | Pursuant to section 403 of the Dutch Civil Code, Book 2, the company has assumed joint and several liabilities for the debts arising out of the legal acts of a number of subsidiaries in the Netherlands. The relevant declarations have been filed with and are open for inspection at the Trade Register for the district in which the legal entity respective to the liability has its registered office. The company has issued a guarantee on behalf of one of its foreign sub sidiaries for an amount of €20 million. |
||||
|---|---|---|---|---|---|
| Other | fiscal entity. | The company forms part of a Dutch fiscal entity, and pursuant to standard conditions has assumed joint and several liability for the tax liabilities of the |
|||
| Amsterdam, February 27, 2007 | Supervisory Board A. Baan, Chairman J.V.H. Pennings, Deputy Chairman L.P. Forman A.J. Frost S.B. James |
Executive Board N. McKinstry, Chairman B.L.J.M. Beerkens J.M. Detailleur |
H. Scheffers P.N. Wakkie
To: the Annual General Meeting of Shareholders of Wolters Kluwer nv
Report on the financial statements We have audited the 2006 financial statements of Wolters Kluwer nv, Amsterdam. The financial statements consist of the consolidated financial statements and the company financial statements. The consolidated financial statements comprise the consolidated balance sheet as at December 31, 2006, income statement, statement of recognized income and expense, and cash flow statement for the year then ended, and a summary of significant accounting policies and other explanatory notes. The company financial statements comprise the company balance sheet as at December 31, 2006, the company income statement for the year then ended and the notes.
Management's responsibility Management is responsible for the preparation and fair presentation of the financial statements in accordance with International Financial Reporting Standards as adopted by the European Union and with Part 9 of Book 2 of the Netherlands Civil Code, and for the preparation of the Report of the Executive Board in accordance with Part 9 of Book 2 of the Netherlands Civil Code. This responsibility includes: designing, implementing and maintaining internal control relevant to the preparation and fair presentation of the financial statements that are free from material misstatement, whether due to fraud or error; selecting and applying appropriate accounting policies; and making accounting estimates that are reasonable in the circumstances.
Auditor's responsibility Our responsibility is to express an opinion on the financial statements based on our audit. We conducted our audit in accordance with Dutch law. This law requires that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance whether the financial statements are free from material misstatement.
An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the financial statements. The procedures selected depend on the auditor's judgment, including the assessment of the risks of material misstatement of the financial statements, whether due to fraud or error. In making those risk assessments, the auditor considers internal control relevant to the entity's preparation and fair presentation of the
financial statements in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the entity's internal control. An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of accounting estimates made by management, as well as evaluating the overall presentation of the financial statements.
We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion.
Opinion with respect to the In our opinion, the consolidated financial statements give a true and fair consolidated financial statements view of the financial position of Wolters Kluwer nv as at December 31, 2006, and of its result and its cash flow for the year then ended in accordance with International Financial Reporting Standards as adopted by the European Union and with Part 9 of Book 2 of the Netherlands Civil Code.
Opinion with respect to the In our opinion, the company financial statements give a true and fair view company financial statements of the financial position of Wolters Kluwer nv as at December 31, 2006, and of its result for the year then ended in accordance with Part 9 of Book 2 of the Netherlands Civil Code.
Report on other legal and regulatory Pursuant to the legal requirement under 2:393 sub 5 part e of the Netherrequirements lands Civil Code, we report, to the extent of our competence, that the Report of the Executive Board is consistent with the financial statements as required by 2:391 sub 4 of the Netherlands Civil Code.
Amstelveen, February 27, 2007 KPMG ACCOUNTANTS N.V. H.H.J. Dijkhuizen RA
Article 29 of the Articles of Association Paragraph 1. From the profit as it appears from the annual accounts adopted by the General Meeting of Shareholders, a dividend shall be distributed on the preference shares, whose percentage is equal to that of the average of the interest rate on basic refinancing transactions of the European Central Bank – weighted according to the number of days on which this interest rate applied – during the financial year or part of the financial year for which the dividend is distributed, increased by three. The dividend on the lastmentioned preference shares shall be calculated on an annual basis on the paid-up part of the nominal amount. If in any financial year the distribution referred to in the first full sentence cannot be made or can only be made in part because the profits are not sufficient, the deficiency shall be distributed from the distributable part of the company's equity. No further dividend shall be distributed on the preference shares. Paragraph 2. Subsequently such allocations to reserves shall be made as the Executive Board shall determine, subject to the approval of the Supervisory
Board. Paragraph 3. Any balance remaining after that shall be distributed at the disposal of the General Meeting of Shareholders.
Paragraph 5. Distribution of profit shall be made after adoption of the annual accounts showing that it is permitted.
Paragraph 7. If a loss is suffered for any year that loss shall be transferred to a new account for set-off against future profits and for that year no dividend shall be distributed. On the proposal of the Executive Board that has been approved by the Supervisory Board, the General Meeting of Shareholders may resolve, however, to wipe off such a loss by writing it off on a reserve that need not be maintained according to the law.
Article 30 of the Articles of Association Paragraph 1. On the proposal of the Executive Board that has been approved by the Supervisory Board, the General Meeting of Shareholders may resolve that a distribution of dividend on ordinary shares shall be made entirely or partially not in money but in ordinary shares in the capital of the company. Paragraph 2. On the proposal of the Executive Board that has been approved by the Supervisory Board, the General Meeting may resolve on distributions in money or in the manner as referred to in Paragraph 1 to holders of ordinary shares against one or more reserves that need not be maintained under the law.
| in millions of euros | 2006 | 2005 |
|---|---|---|
| Proposed cash distribution | 179 | 167 |
| Total ■ |
179 | 167 |
Pursuant to Article 30 of the Articles of Association, and with the approval of the Supervisory Board, a proposal will be submitted to the Annual General Meeting of Shareholders to make a distribution of €0.58 per share in cash or in shares at a ratio to be determined and announced on April 27, 2007.
WOLTERS KLUWER 2006 ANNUAL REPORT
| IFRS | IFRS | IFRS | ||||||||
|---|---|---|---|---|---|---|---|---|---|---|
| Key Figures | 2006 | 2005 | 2004 | 2003 [1] |
2002 [1] |
2001 [1] |
2000 [1] |
1999 [1] |
1998 [1] |
1997 [1] |
| Revenues | 3,693 | 3,374 | 3,261 | 3,436 | 3,969 | 3,837 | 3,664 | 3,081 | 2,739 | 2,364 |
| Operating profit | 497 | 432 | 407 | 91 | 264 | 459 | 514 | 692 | 600 | 504 |
| Profit for the year, attributable to | ||||||||||
| equity holders of the parent | 321 | 260 | 311 | (69) | 382 | 140 | 186 | 358 | 309 | 263 |
| Ordinary EBITDA | 705 | 624 | 619 | 722 | 881 | 919 | 878 | 813 | 732 | 613 |
| Ordinary EBITA | 618 | 533 | 516 | 610 | 763 | 812 | 789 | 735 | 668 | 552 |
| Ordinary net income | 387 | 327 | 307 | 349 | 442 | 436 | 412 | 410 | ||
| (Proposed) Dividend/cash | ||||||||||
| distribution | 179 | 167 | 164 | 161 | 156 | 150 | 140 | 128 | 110 | 93 |
| Dividend proposal in % of | ||||||||||
| ordinary net income | 46.2 | 51.3 | 53.4 | 46.1 | 35.3 | 34.4 | 34.0 | 31.2 | ||
| Payout in % of profit for the year, | ||||||||||
| attributable to equity holders | ||||||||||
| of the parent | 55.8 | 64.3 | 52.7 | n.a. | 40.8 | 107.1 | 75.3 | 35.7 | 35.7 | 35.4 |
| Free cash flow | 443 | 351 | 456 | 393 | 400 | 328 | 363 | 386 | ||
| Cash conversion (ratio) | 1.00 | 1.06 | 1.26 | 1.09 | 0.91 | |||||
| Equity attributable to equity | ||||||||||
| holders of the parent | 1,194 | 1,098 | 704 | 861 | 1,278 | 1,379 | 1,146 | 1,488 | 1,011 | 823 |
| Guarantee equity [2] | 1,421 | 1,551 | 1,162 | 1,499 | 2,100 | 2,200 | 1,744 | 2,089 | 1,616 | 1,243 |
| Net (interest-bearing) debt [3] | 2,050 | 1,637 | 1,527 | 1,900 | 2,664 | 2,821 | 2,614 | 2,363 | 2,202 | 1,659 |
| Capital employed | 2,819 | 2,878 | 3,088 | 3,691 | 4,590 | 4,779 | 3,951 | 4,132 | 3,531 | 2,668 |
| Total assets | 5,653 | 5,440 | 5,022 | 5,044 | 6,161 | 6,520 | 5,792 | 5,696 | 4,743 | 3,771 |
| Amortization of goodwill, publish | ||||||||||
| ing rights, and impairments | 121 | 81 | 65 | 423 | 415 | 353 | 275 | 89 | 68 | 48 |
| Net capital expenditure | 99 | 86 | 73 | 92 | 147 | 151 | 124 | 117 | 74 | 96 |
| Amortization of other intangible | ||||||||||
| assets and depreciation of | ||||||||||
| Property, Plant and Equipment | 87 | 91 | 103 | 112 | 118 | 107 | 89 | 78 | 64 | 60 |
| As % of revenues | ||||||||||
| Operating profit | 13.5 | 12.8 | 12.5 | 2.6 | 6.7 | 12.0 | 14.0 | 22.5 | 21.9 | 21.3 |
| Profit for the year, attributable | ||||||||||
| to equity holders of the parent | 8.7 | 7.7 | 9.5 | (2.0) | 9.6 | 3.7 | 5.1 | 11.6 | 11.3 | 11.1 |
| Ordinary EBITDA | 19.1 | 18.5 | 19.0 | 21.0 | 22.0 | 23.9 | 24.0 | 26.4 | 26.7 | 25.9 |
| Ordinary EBITA | 16.7 | 15.8 | 15.8 | 17.8 | 19.2 | 21.2 | 21.5 | 23.9 | 24.4 | 23.4 |
| Ordinary net income | 10.5 | 9.7 | 9.4 | 10.2 | 11.1 | 11.4 | 11.3 | 13.3 | ||
| ROIC | 7.2 | 6.9 | 6.8 | 7.1 | 8.1 | |||||
| Net interest coverage [4] | 6.0 | 5.2 | 5.3 | 5.4 | 5.5 | 4.5 | 4.4 | 5.1 | 5.3 | 5.5 |
| Net debt to ordinary EBITDA | 2.9 | 2.6 | 2.5 | 2.6 | 3.0 | 3.1 | 3.0 | 2.9 | 3.0 | 2.7 |
| Net gearing [5] | 1.7 | 1.5 | 2.2 | 2.2 | 2.1 | 2.0 | 2.3 | 1.6 | 2.2 | 2.0 |
| Equity to capital employed | 0.42 | 0.38 | 0.23 | 0.23 | 0.28 | 0.29 | 0.29 | 0.36 | 0.29 | 0.31 |
| Guarantee equity to total assets | 0.25 | 0.29 | 0.23 | 0.30 | 0.34 | 0.34 | 0.30 | 0.37 | 0.34 | 0.33 |
| IFRS | IFRS | IFRS | ||||||||
|---|---|---|---|---|---|---|---|---|---|---|
| Information per share (€) | 2006 | 2005 | 2004 | 2003 [1] |
2002 [1] |
2001 [1] |
2000 [1] |
1999 [1] |
1998 [1] |
1997 [1] |
| On the basis of fully diluted: | ||||||||||
| ■ Diluted earnings per share | 1.03 | 0.85 | 1.04 | (0.24) | 1.30 | 0.52 | 0.68 | 1.29 | 1.12 | 0.96 |
| ■ Diluted ordinary earnings | ||||||||||
| per share | 1.23 | 1.06 | 1.02 | 1.18 | 1.50 | 1.54 | 1.47 | 1.48 | 1.34 | 1.13 |
| ■ Diluted free cash flow per share | 1.41 | 1.14 | 1.51 | 1.32 | 1.36 | 1.17 | 1.30 | 1.39 | ||
| Weighted average number of | ||||||||||
| shares, diluted (millions) | 321.4 | 316.6 | 310.1 | 309.3 | 306.2 | 289.7 | 284.2 | 281.2 | 278.9 | 276.7 |
| Ordinary earnings per share | 1.26 | 1.08 | 1.04 | 1.20 | 1.56 | 1.55 | 1.48 | 1.48 | 1.34 | 1.13 |
| Earnings per share | 1.04 | 0.86 | 1.05 | (0.24) | 1.34 | 0.50 | 0.67 | 1.29 | 1.12 | 0.96 |
| Free cash flow per share | 1.44 | 1.16 | 1.54 | 1.36 | 1.41 | 1.16 | 1.30 | 1.39 | ||
| Dividend/cash distribution | ||||||||||
| per share | 0.58 [6] |
0.55 | 0.55 | 0.55 | 0.55 | 0.53 | 0.50 | 0.46 | 0.40 | 0.34 |
| Weighted average number | ||||||||||
| of shares issued (millions) | 307.1 | 302.4 | 295.6 | 289.8 | 284.3 | 281.8 | 279.4 | 277.2 | 274.8 | 272.7 |
| Stock Exchange | ||||||||||
| Highest quotation | 22.47 | 17.45 | 15.55 | 17.35 | 26.45 | 33.00 | 44.30 | 48.56 | 45.72 | 33.09 |
| Lowest quotation | 16.67 | 13.31 | 11.90 | 8.66 | 13.40 | 20.51 | 20.10 | 27.30 | 28.54 | 23.84 |
| Quotation at December 31 | 21.79 | 17.08 | 14.77 | 12.40 | 16.60 | 25.60 | 29.04 | 33.60 | 45.58 | 29.71 |
| Average daily trading volume of | ||||||||||
| Wolters Kluwer on | ||||||||||
| Euronext Amsterdam nv, | ||||||||||
| (thousands of shares) | 1,573 | 1,393 | 1,245 | 1,660 | 1,129 | 2,037 | 2,750 | 2,160 | 2,100 | 1,492 |
| Employees | ||||||||||
| Headcount at December 31 | 19,901 | 18,452 | 18,393 | 19,689 | 20,833 | 20,297 | 19,209 | 18,793 | 17,431 | 15,385 |
| In full time equivalents | ||||||||||
| at December 31 | 18,871 | 17,419 | 17,515 | 18,687 | 19,617 | 19,317 | 18,269 | 17,812 | 16,505 | 14,538 |
| In full time equivalents | ||||||||||
| average per annum | 19,704 | 18,467 | 18,270 | 19,540 | 20,284 | 19,766 | 19,009 | 17,452 | 16,297 | 14,543 |
[1] Figures for the years 1997-2001 have not been restated. Figures for the years 2002 and 2003 have been restated for Dutch GAAP changes. As of 2005 IFRS has been applied. 2004 figures are restated for IFRS. [2] The guarantee equity is defined as the sum of total equity, subordinated (convertible) bonds, and perpetual cumulative bonds.
[3] The net (interest-bearing) debt is defined as the sum of (long-term) loans, unsubordinated convertible bonds, perpetual cumulative subordinated bonds, bank overdrafts minus cash and cash equivalents, deferred acquisition payments, and value of derivative financial instruments.
[4] Ratio between ordinary EBITA and net interes costs.
[5] Net gearing is defined as net (interest-bearing) debt divided by total equity.
[6] Proposed dividend/cash distribution per share.
Wolters Kluwer seeks to be thoroughly open with shareholders and the investment community, and is committed to a high degree of transparency in its financial reporting. The company regularly communicates with its shareholders and the investment community and has a comprehensive investor relations program throughout the entire year. The company is committed to helping investors become better acquainted with Wolters Kluwer and its management, as well as to maintain a long-term relationship of trust with the investment community at large. See ➔ Investor Relations for more information.
2006 activities for shareholders and investors included:
| 2007 Calender | February 28 | 2006 Full-Year Results |
|---|---|---|
| March 22 | Publication of 2006 Annual Report | |
| April 20 | Annual General Meeting of Shareholders | |
| April 24 | Ex-dividend quotation | |
| May 9 | 2007 First-Quarter Results | |
| August 1 | 2007 Second-Quarter Results | |
| November 7 | 2007 Third-Quarter Results | |
| in euros unless otherwise indicated | 2006 | 2005 |
|---|---|---|
| Diluted earnings per share | 1.03 | 0.85 |
| Diluted ordinary earnings per share | 1.23 | 1.06 |
| Diluted free cash flow per share | 1.41 | 1.14 |
| Basic earnings per share | 1.04 | 0.86 |
| Ordinary earnings per share | 1.26 | 1.08 |
| Free cash flow per share | 1.44 | 1.16 |
| Proposed dividend/cash distribution per share | 0.58 | 0.55 |
| Weighted average number of shares fully diluted | 321.4 | 316.6 |
| Weighted average number of shares issued | 307.1 | 302.4 |
| Highest quotation | 22.47 | 17.45 |
| Lowest quotation | 16.67 | 13.31 |
| Quotation at December 31 | 21.79 | 17.08 |
| Average daily trading volume of Wolters Kluwer | ||
| on Euronext Amsterdam nv (thousands of shares) | 1,573 | 1,393 |
Highest and lowest quotation
at December 31, 2006
Capital stock The ordinary shares have a nominal value of €0.12. The number of ordinary shares issued amounted to 308,741,698 on December 31, 2006 (December 31, 2005: 304,400,933). The weighted average number of diluted ordinary shares used to compute the diluted per share figures was 321.4 million (2005: 316.6 million).
Out of the money stock options are not included in this number. If these stock options are taken into account, the total weighted average number of diluted shares was 324.6 million (2005: 322.5 million).
Market capitalization On the basis of ordinary shares issued: €6.7 billion (2005: €5.2 billion).
Geographical spread Institutional investors hold the majority (85%) of the shares in Wolters of Wolters Kluwer shares Kluwer. With over 400 institutional investors in 25 countries, ownership is international in make-up. Investors in North America had an interest of 37% in the company in 2006 (2005: 35%), while European shareholders held an interest of 62% (2005: 64%).
Geographical spread of shareholders in approximate percentages on December 31, 2006, compared to the previous year.
| Shareholders | Shareholders | ||
|---|---|---|---|
| in % | 2006 | 2005 | in % |
| North America | 37 | 35 | |
| Netherlands | 18 | 19 | |
| United Kingdom | 28 | 30 | |
| France | 8 | 5 | |
| Germany | 4 | 3 | |
| Ireland | – | 2 | |
| Italy | – | 4 | |
| Rest of Europe | 4 | 1 | |
| Other | 1 | 1 | 37 North America |
| 62 Europe | |||
| Total ■ |
100 | 100 | 1 Other |
Shareholders exceeding 5% In accordance with the Act on the Disclosure of Major Holdings and Capital Interests in Securities Issuing Companies (Wet Melding Zeggenschap 2006):
ADR Trust Office: Deutsche Bank Trust Company Americas 60 Wall Street New York, NY 10005 United States www.adr.db.com
Other Wolters Kluwer securities Wolters Kluwer Bonds listed in Amsterdam:
Wolters Kluwer Bonds listed in both Amsterdam and Luxembourg:
■ 5.125% senior Wolters Kluwer nv Bonds, 2003/2014, €700 million (ISIN code XS0181273342)
Credit ratings In 2006, rating agencies reviewed Wolters Kluwer's credit rating. Standard & Poor's changed the long-term rating from BBB+ with stable outlook to BBB+ with negative outlook, while Moody's Investors Service maintained the rating at Baa1 with negative outlook.
| in % | Weighting |
|---|---|
| AEX | 1.60 |
| FTSE Euro 300 | 4.90 |
| DJ Euro Stoxx Media | 7.00 |
| DJS Media | 3.70 |
| MSCI Euro | 0.23 |
| S&P Euro 350 Media | 4.40 |
Wolters Kluwer is included in
approximately 50 equity indices.
www.wolterskluwer.com
Activities The Board of the Wolters Kluwer Preference Shares Foundation met twice in 2006. The matters discussed included the 2005 annual figures, 2006 halfyear results, acquisitions, and the general course of events at Wolters Kluwer. An explanation also was given on the strategy that was presented by the company to the market on September 27, 2006. As a result, the Board of the Foundation has a good view on the developments at Wolters Kluwer. The Board of the Foundation also closely monitored the developments with respect to corporate governance, and discussed that topic during the meetings. Furthermore, the composition of the Board of the Foundation was discussed. All members of the Wolters Kluwer Preference Shares Foundation are independent of the company. The Foundation acquired no preference shares during the year under review.
Exercise of the preference shares option Wolters Kluwer and the Wolters Kluwer Preference Shares Foundation have concluded an agreement based on which the Foundation can take preference shares. This option on preference shares is at present a measure that could be considered as a potential protection at Wolters Kluwer against exercising influence by a third party on the policy of the company without the consent of the Executive Board and Supervisory Board, including events that could threaten the continuity, independence, identity, or coherence between the activities of the company. The Foundation is entitled to exercise the option on preference shares in such a way that the number of preference shares taken will be no more than 100% of the number of issued and outstanding ordinary shares at the time of exercise. Among others by the exercise of the option on the preference shares by the Foundation, the Executive Board and the Supervisory Board will have the possibility to determine their position with respect to, for example, a party making a bid on the shares of Wolters Kluwer and its plans, or with respect to a third party that otherwise wishes to exercise decisive influence, and enables the Boards to examine and implement alternatives.
| Composition of the Board of the Wolters Kluwer Preference Shares Foundation |
Mr. J.C.T. van der Wielen has decided to resign as Chairman of the Board. Mr. van der Wielen will stay member of the Board. The Board has decided to appoint Mr. R.P. Voogd as Chairman as of January 1, 2007. In 2006, Mr. Bonnier retired by rotation. He was reappointed by the Board. The Board consists entirely of persons having no association with Wolters Kluwer within the meaning of Appendix X to the General Rules of Euronext Amsterdam Stock Market. |
|---|---|
| Amsterdam, February 27, 2007 | Board of Wolters Kluwer Preference Shares Foundation R.P. Voogd, Chairman R.W.J.M. Bonnier H.G. Bouwman J.H.M. Lindenbergh J.C.T. van der Wielen |
| Statement | The Executive Board of Wolters Kluwer nv and the Board of Wolters Kluwer Preference Shares Foundation hereby declare that, in their joint opinion, the requirements regarding the independence of the members of the Board of Wolters Kluwer Preference Shares Foundation, as laid down in Appendix X to the General Rules of Euronext Amsterdam Stock Market, have been satisfied. |
| Amsterdam, February 27, 2007 | Executive Board Board of Wolters Kluwer Preference Shares Foundation |
Senior Vice President, Accounting & Control Matthijs Lusse Senior Vice President, Business Development Jack Lynch Senior Vice President, Human Resources Kathy Baker Senior Vice President, Operational Auditor Paul Kooijmans Senior Vice President, Planning & Analysis Ann Riposanu Senior Vice President, Strategy Andres Sadler
Wolters Kluwer nv Apollolaan 153 P.O. Box 75248 1070 AE Amsterdam The Netherlands
Tel: +31 20 6070 400 Fax: +31 20 6070 490 [email protected] www.wolterskluwer.com
Amsterdam Chamber of Commerce Trade Registry No. 33.202.517
Vice President, Investor Relations Oya Yavuz Tel: +31 20 6070 407 Fax: +31 20 6070 499 [email protected]
Vice President, Corporate Communications Caroline Wouters Tel: +31 20 6070 459 Fax: +31 20 6070 490 [email protected]
Senior Vice President, Human Resources Kathy Baker [email protected]
Vice President, General Counsel/ Company Secretary Maarten Thompson Tel: + 31 20 6070442 Fax: + 31 20 6070378 [email protected]
Health Director of Communications Robert Dekker [email protected]
Corporate & Financial Services Corporate Legal Services Senior Manager, Corporate Communications Stacy Nobles [email protected]
Corporate & Financial Services Financial Services Director of Corporate Communications Jennifer Marso [email protected]
Tax, Accounting & Legal Director, Corporate Communications Leslie Bonacum [email protected]
Legal, Tax & Regulatory Europe Communications Manager Yvette van Braam Morris [email protected]
Public Relations Manager Claire Martin [email protected]
Auditor KPMG Accountants nv Burgemeester Rijnderslaan 10/20, Amstelveen P.O. Box 74500 1070 DB Amsterdam The Netherlands www.kpmg.com [email protected]
Deutsche Bank Trust Company Americas 60 Wall Street New York, NY 10005 United States Tel: +1 212 250 9100 www.adr.db.com
February 28
Full-year 2006 results March 22 Publication of 2006 Annual Report April 20 (2:00 p.m.) Annual General Meeting of Shareholders, Amsterdam – Okura Hotel April 24 Ex-dividend quotation May 9 First-quarter 2007 results August 1
Second-quarter/Half-year 2007 results November 7 Third-quarter 2007 results
February 25-March 1 Healthcare Information & Management Systems Society, New Orleans, Louisiana – Wolters Kluwer Health units participating March 14 Teleroute Transport Info Day, Munich, Germany March 24-26 Pharmagora, Paris, France – Wolters Kluwer France April 2-4 GulfPak User Conference, Nashville, Tennessee April 16-18 London Book Fair – several divisions of Wolters Kluwer present April 18 Teleroute Transport Info Day, Antwerp, Belgium
International Trademark Association National Show, Chicago – CT Corsearch participating May 15-16 InsideCounsel SuperConference, Chicago, Illinois – Wolters Kluwer Corporate Legal Services and CT participating May 17-20 Warsaw International Book Fair, Poland – Wolters Kluwer Poland participating May 19-22 Medical Library Association Annual Meeting, Philadelphia, Pennsylvania – Wolters Kluwer Health participating May 19-24 Digestive Disease Week, Washington, DC – Wolters Kluwer Health Clinical Solutions participating May 31-June 3 Book Expo America, New York City – CCH represented June 3-5 Special Libraries Association Annual Conference, Denver, Colorado – Wolters Kluwer Health represented June 3-6 America's Credit Union Conference and Expo, Las Vegas, Nevada – Wolters Kluwer Financial Services represented July 17-21 National Association of Federal Credit Unions Annual Conference and Exhibition,
Honolulu, Hawaii – Wolters Kluwer Financial
Services represented
August 30–September 3 Beijing International Book Fair, China – several units of Wolters Kluwer represented September CT TyMetrix User Conference October 10-14 Frankfurt Book Fair, Germany – all divisions of Wolters Kluwer represented October 14-21 Mortgage Bankers of America Annual Convention and Expo – Wolters Kluwer Financial Services represented October 29-31 Association of Corporate Counsel National Meeting, Chicago - Wolters Kluwer Corporate Legal Services – CT participating October CT User Conference November 1-11 Book Fair, Antwerp, Belgium – Wolters Kluwer Belgium participating November 4-7 CCH User Conference, Dallas, Texas December 4-6 Online Information, London, United Kingdom – several units of Wolters Kluwer represented
For a full overview of Wolters Kluwer and industry events, see ➔ www.wolterskluwer.com.
Accomplishments 19, 23, 29, 35, 41, 46 Accounting estimates and judgments 145 Accounting policies 98, 150 Acquisitions 64, 116 American Depository Receipts (ADR) 165, 168 Annual General Meeting of Shareholders 74, 169 Appropriation of profit for the year 156 Audit Committee 74, 81 Audit functions 75 Auditor's Report 155 B Balance sheet 61, 92 Benchmark figures 111, 112 Bonds 129, 165 Business principles (see also Values) Business units (see Divisions) C Calendar 169 Capital stock 164 Cash flow 7, 62
Cash flow statement 94 Chairman, Message from the 7 Communications 55 Company profile cover, 4 Consolidated balance sheet 92 Consolidated cash flow statement 94 Consolidated income statement 91 Consolidated statement of recognized income and expense 95 Contact Information 168 Corporate & Financial Services 28 Corporate governance 72, 80 Corporate Social Responsibility (see Sustainability) Credit ratings 165 D Disposals (Divestments) 64, 116 Dividend 21 E Education 45 Electronic revenues 14 Employees 50, 132
I
L
Finance income and costs 60 Financial statements 80, 89, 147 Forward-looking statements 171 Foundation of Preference Shares 166 G Geographical spread 15, 164 H Health 22 Human Resources 50 Income statement 91 Indices 165 Information for shareholders and investors 162 Internal control systems 69 Investor Relations 56, 162 K Key facts and figures 14, 160 Key perfomance indicators (KPi's) 16, 21 Legal structure 77 Legal, Tax & Regulatory Europe 40 Locations cover Long-term Incentive Plan (LTIP) 86, 138 M Management profile 10, 12 Market capitalization 164 Markets cover Mission 4 N Notes to Consolidated Financial Statements 98, 150 O Ordinary EBITA 15, 59 Ordinary net income 60 Organic revenue growth 14, 20, 21 Outlook 20 P Personnel 50 Profit for the year 16, 61, 156 R Remuneration 84, 142 Return on invested capital (ROIC) 16, 60 Revenues 14, 59 Risk management 65
Securities 165 Selection & Remuneration Committee 81 Share information 163 Share price 163 Shared Services 52 Shareholders 74, 162 Statement of recognized income and expense 95 Stichting Preferente Aandelen Wolters Kluwer 166 Stock listings 16, 165 Strategy 5, 7, 18 Supervisory Board 12, 73 Sustainability 53 T Tax, Accounting & Legal 34 Taxation 60, 106 V Values 5, 50, 55
Vision front cover
Executive Board 10, 72, 85
This annual report is available in print and online www.wolterskluwer.com in English. A Dutch Jaaroverzicht 2006 (2006 Year Overview) is available in print and as a PDF at www.wolterskluwer.com
Concept & production Wolters Kluwer Corporate Communications
Photography Taco Anema
Lay-out & design Design Studio Hans Kentie BNO Lithography Kleurgamma Grafisch Bedrijf Tuijtel
Printing Grafisch Bedrijf Tuijtel
Binding Hexspoor
Paper
This annual report is printed on Arctic The Volume Paper, FSC and PEFC certified, produced by Arctic Paper
For more information on Wolters Kluwer visit www.wolterskluwer.com, or contact Corporate Communications at [email protected]; + 31 20 6070 400
www.wolterskluwer.com
Forward-looking Statements This Annual Report contains forward-looking statements. These statements may be identified by words such as "expect," "should," "could," "shall," and similar expressions. Wolters Kluwer cautions that such forward-looking statements are qualified by certain risks and uncertainties that could cause actual results and events to differ materially from what is contemplated by the forward-looking statements. Factors which could cause actual results to differ from these forward-looking statements may include, without limitation, general economic conditions; conditions in the markets in which Wolters Kluwer is engaged; behavior of customers, suppliers, and competitors; technological developments; the implementation and execution of new ICT systems or outsourcing; and legal, tax, and regulatory rules affecting Wolters Kluwer's businesses, as well as risks related to mergers, acquisitions, and divestments. In addition, financial risks such as currency movements, interest rate fluctuations, liquidity, and credit risks could influence future results. The foregoing list of factors should not be construed as exhaustive. Wolters Kluwer disclaims any intention or obligation to publicly update or revise any forward-looking statements, whether as a result of new information, future events, or otherwise.
For a full overview of addresses,
customer services, and resources,
visit www.wolterskluwer.com
With operations in North America, Latin America, Europe, and Asia Pacific
■ Lippincott Williams & Wilkins
With operations in the United States
Corporate Legal Services
Wolters Kluwer 2006 Annual Report
With operations in Europe
Transwide
Spain
Scandinavia ■ Akelius
■ Magnus Informatik ■ Norstedts Juridik
www.wolterskluwer.com
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