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Wolters Kluwer

Earnings Release Aug 1, 2013

3899_ir_2013-08-01-102100_53b4d6f1-3d3f-4029-bf68-857adebb4eb9.pdf

Earnings Release

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Wolters Kluwer 2013 Half-Year Report

Alphen aan den Rijn (July 31, 2013) - Wolters Kluwer, a global leader in professional information services, today released its 2013 half-year results.

Highlights

  • Full-year 2013 guidance reiterated.
  • First half revenues up 1% in constant currencies and up 1% organically.
  • Electronic & services subscription revenues (54% of total) up 4% organically.
  • Total recurring revenues (77% of total) up 2% organically.
  • Leading, growing positions (45% of total revenues) all achieving organic growth of 5% or higher.
  • North America and Asia Pacific driving growth; Europe remains challenging.
  • First half ordinary EBITA €334 million; Ordinary EBITA margin 19.2%.
  • Margin reflects investments in growth, impact of disposals, and timing of restructuring.
  • Margin expected to improve as the year progresses.
  • First half ordinary diluted EPS €0.66.
  • Ordinary free cash flow €140 million, up 1% at constant currencies.
  • Net-debt-to-EBITDA of 2.6x, following 100% cash dividend paid in second quarter.
  • €20 million share repurchase program completed as of July 9, 2013.

Interim Report of the Executive Board

Nancy McKinstry, CEO and Chairman of the Executive Board, commented:

"Our portfolio continues to strengthen as our leading, growing positions and electronic revenues achieved good organic growth in the first half, helping to more than offset continued weakness in Europe and legacy print products. We sustained investment in growth opportunities and continued efforts to drive efficiencies. We reaffirm our guidance for the full year."

Key Figures 2013 Half-Year

Six months ended June 30
(in millions of euros, unless otherwise stated) 2013 2012* ∆ CC ∆ OG
Business performance – benchmark figures
Revenue 1,742 1,735 0% +1% +1%
Ordinary EBITA 334 340 -2% 0% -1%
Ordinary EBITA margin (%) 19.2% 19.6%
Ordinary net income 197 201 -2% -1%
Diluted ordinary EPS (€) 0.66 0.67 -2% -1%
Ordinary free cash flow 140 142 -1% +1%
Net debt 2,276 2,258 +1%
IFRS results1
Revenue 1,742 1,735 0%
Operating profit 285 247 +15%
Profit for the period2 164 120 +37%
Diluted EPS (€)2 0.55 0.40 +38%
Net cash from operating activities 199 191 +4%

∆ - % Change; ∆ CC - % Change constant currencies (EUR/USD 1.29); ∆ OG – % Organic growth. Benchmark and IFRS figures are for continuing operations unless otherwise noted. Benchmark (ordinary) figures are performance measures used by management. See Note 2 of the Interim Financial Report for a reconcilation from IFRS to benchmark figures. *2012 restated for IAS 19R 'Employee benefits' and early adoption of IFRS 11 'Joint arrangements'. 1) International Financial Reporting Standards as adopted by the European Union. 2) Includes discontinued operations.

Full-Year 2013 Outlook

We reiterate our full-year guidance. The ordinary EBITA margin is expected to improve in the second half. The table below provides our guidance for the continuing operations for 2013.

Performance indicators 2013 Guidance
Ordinary EBITA margin 21.5-22.0%
Ordinary free cash flow ≥ €475 million
Return on invested capital ≥ 8%
Diluted ordinary EPS Low single-digit growth

Guidance for ordinary free cash flow and diluted ordinary EPS is in constant currencies (EUR/USD 1.29). Guidance reflects IAS 19R and IFRS 11, the removal of the pension financing credit or charge from ordinary figures, and includes the estimated impact of performance share issuance offset by share repurchases.

Guidance is based on constant exchange rates. Wolters Kluwer generates more than half of its ordinary EBITA in North America. As a rule of thumb, based on our 2012 currency profile, a 1 U.S. cent move in the average EUR/USD exchange rate for the year causes an opposite 1.0 euro-cent change in diluted ordinary EPS.

In Legal & Regulatory, we expect our North American operations to see good organic growth in revenues, driven by Corporate Legal Services. However, European legal and regulatory markets are expected to remain challenging. As indicated in February, we expect the divisional margin to contract and to be offset by margin improvement in other divisions.

In Tax & Accounting, we expect organic growth and margins to be similar to 2012. Growth in software should continue across the division, while trends in print and bank products are expected to remain weak.

In Health, we anticipate another year of strong growth in Clinical Solutions. Market conditions for print journals and books are expected to remain soft. Margins will reflect investment in new products and global expansion, compensated by the positive effect of the ongoing mix shift towards Clinical Solutions.

Financial & Compliance Services faces tough comparables in Originations & Compliance, while Audit is expected to see some revenue attrition over the coming 12-18 months as it migrates Axentis customers to TeamMate and other software platforms. We expect good growth in Finance, Risk & Compliance (FRC). Market conditions for our European transport business are expected to remain challenging. We expect divisional organic growth and margin to see improvement in the second half.

Ordinary net finance results are expected to be approximately €130 million in constant currencies, including the temporary negative carry caused by early refinancing of our bonds due in 2014.

The full year benchmark effective tax rate on ordinary income before tax is expected to be broadly in line with the benchmark tax rate of 2012 (27.7%).

The impact of divestitures made in the year to date is expected to be slightly dilutive to earnings in 2013.

Anti-dilution Policy with regard to Performance Shares

Wolters Kluwer has a policy to offset the dilution of its performance share issuance annually via share repurchases. To accomplish this in 2013, the Company has completed share repurchases of €20 million as of July 9, 2013.

Strategy

Wolters Kluwer provides legal, tax, accounting, health, and financial compliance professionals the essential information, software, and services they need to make decisions with confidence. Our strategy focuses on accelerating our organic revenue growth and improving returns.

Expand our leading, high growth positions. We are focusing the majority of investment on high growth segments in our portfolio where we have achieved market leadership. These positions, such as Clinical Solutions and Finance, Risk & Compliance, provide global expansion opportunities. In addition, we will continue to drive growth in digital solutions and services across the divisions.

Deliver solutions and insights. We will continuously invest in our products and services to deliver the tailored solutions and insights our professional customers need in order to make critical decisions and increase their productivity. We are investing in mobile applications, cloud-based services and integrated solutions. Product investment, including capital expenditure, is expected to remain approximately 8-10% of revenues in the coming years.

Drive efficiencies. We will continue to find more ways to drive efficiencies in areas such as sourcing, technology, real estate, organizational processes, and distribution channels. As in the past, these operational excellence programs will deliver cost savings to support investments and margin expansion, while mitigating cost inflation. In 2013, restructuring costs are expected to be funded by cost savings.

First-Half 2013 Results

The interim financial statements have not been audited or reviewed.

Financial Review

In the first half of 2013, Wolters Kluwer revenues were stable overall at €1,742 million. Excluding the effect of exchange rate movements, revenues rose 1%. On an organic basis, revenues increased 1% in the first half, following 3% organic growth in the second quarter.

Revenues from North America rose 2% organically, while revenues generated in Europe declined 2%. Revenues derived from Asia Pacific and the Rest of World rose 8%.

Benchmark Figures

Ordinary EBITA declined 2% to €334 million and the ordinary EBITA margin declined to 19.2% (HY 2012: 19.6%). At constant currencies, ordinary EBITA was stable. On an organic basis, excluding the effect of currency, acquisitions and divestitures, ordinary EBITA declined 1%, principally as a result of investments in growth opportunities, dilutive disposals, and the timing of restructuring charges.

The net acquisitions and divestitures effect was to add €15 million to revenues with no change to ordinary EBITA in the first half. The ordinary EBITA margin of divested operations has been above Group average.

Ordinary net finance results, which include a settlement (related to Lehman Brothers) of €3 million, were €61 million (HY 2012: €62 million). Ordinary net finance costs exclude the employee benefits financing component and exclude results on the sale of investments in equity-accounted investees.

The tax rate on ordinary income before tax increased to 27.7% (HY 2012: 27.4%) due to an increased proportion of profits from higher tax jurisdictions, mainly the United States. Ordinary net income declined 2% overall and 1% in constant currencies. Diluted ordinary EPS was €0.66 (HY 2012: €0.67), declining 1% in constant currencies.

IFRS Reported Figures

Operating profit, which includes amortization of acquired publishing rights, as well as non-recurring or exceptional items, increased 15% to €285 million. Operating profit benefitted from a €50 million net gain on divestment of operations, principally relating to the disposal of Best Case Solutions in May 2013.

Net finance results were €51 million (HY 2012: €64 million), benefitting from a €12 million gain on the disposal of the minority investment in AccessData in March 2013. Net finance results includes employee benefits financing costs of €2 million and a €3 million settlement received in the first half related to Lehman Brothers.

The total effective tax rate increased to 29.3% (HY 2012: 24.3%) mainly due to higher taxable income in the U.S. resulting from capital gains on divestments. Profit for the period from continuing operations increased 20% to €166 million, driven principally by the disposal gains.

Discontinued operations recorded a loss of €2 million in the first half, compared to €19 million in the comparable period. Profit for the period including discontinued operations, rose 37% to €164 million (HY 2012: €121 million) and diluted EPS increased 38% to €0.55 (HY 2012: €0.40), largely as a result of the gains on divestments and lower losses on discontinued operations.

Cash Flow

Ordinary cash flow from operations was €282 million (HY 2012: €313 million), a reduction of 8% in constant currencies. Cash conversion (CAR) was 85% compared to 92% a year ago, due to higher working capital outflows of €46 million (HY 2012: €18 million outflow) as a result of the timing of payments. Capital expenditures increased 4% at constant currencies to €70 million (HY 2012: €67 million) and represented 4% of revenues.

Ordinary free cash flow was broadly stable at €140 million (HY 2012: €142 million) as the effect of lower cash conversion was compensated for by lower cash spend on restructuring and lower cash taxes compared to first half 2012.

Acquisition spending in first half 2013 was €170 million (HY 2012: €7 million) including earn-out payments for acquisitions made in prior years. The main acquisitions in first half 2013 were Health Language in the U.S. and Prosoft in Brazil. Receipts from divestments, net of tax paid, were €75 million (HY 2012: €4 million). Divestitures during the first half of 2013 included Best Case Solutions and the minority interest in AccessData.

Following the decision announced in February 2013 to abolish the stock dividend, total cash dividend payments more than doubled to €205 million (HY 2012: €90 million). Share repurchases totalled €14 million in the first half. As of July 9, 2013, the share buy-back program of €20 million was completed.

Balance Sheet and Net Debt

Net debt at June 30, 2013, was €2,276 million compared to €2,086 million at December 31, 2012, reflecting net use of cash during the period as a result of higher acquisition spend. The leverage ratio net-debt-to-EBITDA (12 month rolling basis) was 2.6x as of June 30, 2013, compared to 3.0x at June 30, 2012 and 2.4x at December 31, 2012. Our target net-debt-to-EBITDA ratio remains 2.5x, and we expect this leverage ratio to reach or be better than our target by year-end 2013.

In March 2013, Wolters Kluwer issued a new €700 million Eurobond with coupon rate of 2.875%. Part of the funds raised were used to redeem the perpetual cumulative subordinated bonds of €225 million (6.875%) in May. The remaining net proceeds of the bond will be used to refinance part of our €700 million 2014 senior bonds (5.125%) and for general corporate purposes.

Operating and Divisional Review

Health, Tax & Accounting, and Legal & Regulatory organic revenue growth rates improved in the second quarter, helping to drive positive 1% organic revenue growth for the Group in the first half. Health and Tax & Accounting increased ordinary EBITA on an organic basis, partially mitigating declines in Financial & Compliance Services and Legal & Regulatory.

Six months ended June 30 2013 2012* ∆ CC ∆ OG
Revenues
Legal & Regulatory 707 720 -2% -1% -1%
Tax & Accounting 483 486 -1% 0% +1%
Health 364 349 +4% +6% +4%
Financial & Compliance Services 188 180 +4% +5% -3%
Total revenues 1,742 1,735 0% +1% +1%
Ordinary EBITA
Legal & Regulatory 135 140 -4% -3% -3%
Tax & Accounting 121 121 0% +1% +4%
Health 72 68 +7% +9% +5%
Financial & Compliance Services 28 32 -14% -13% -17%
Corporate (22) (21) +6% +6% +6%
Total ordinary EBITA 334 340 -2% 0% -1%

Divisional Revenues and Ordinary EBITA (in millions of euros, unless otherwise stated)

∆ - % Change; ∆ CC - % Change constant currencies (EUR/USD 1.29); ∆ OG – % Organic growth. *2012 restated for IAS 19R 'Employee benefits' and early adoption of IFRS 11 'Joint arrangements'.

Tax & Accounting and Legal & Regulatory acquisitions, net of divestments, include the effect of the net transfer of assets in the U.S. from Tax & Accounting to the Legal & Regulatory division in 2013.

Total recurring revenues (77% of total revenues) increased 3% in constant currencies and 2% organically. Of this, electronic and services subscriptions grew 6% in constant currencies and 4% organically. Print subscriptions, more than half of which relate to Legal & Regulatory in Europe, decreased 6% organically, with the rate of decline abating slightly (HY 2012: 8% decline). Books (7% of Group revenues), reduced 8% on an organic basis. Demand for printed book editions remains weak, both in Europe and North America, and we further pruned the front list. Corporate Legal Services (CLS) transactional revenues increased 8% organically, despite a tough comparable. Financial Services (FS) transactional revenues, which are largely driven by purchase and refinancing mortgage volumes, declined 4% organically compared to the first half of 2012, when they rose 25%. Other cyclical revenues, including training, consulting, advertising and other transactional revenues, declined 8% organically. Online, software and services revenues, which represent 78% of total revenue, increased 4% organically.

Six months ended June 30 2013 2012* ∆ CC ∆ OG
Revenues
Electronic & services subscription 944 904 +4% +6% +4%
Print subscription 216 236 -8% -8% -6%
Other non-cyclical 178 175 +2% +3% +3%
Total recurring revenues 1,338 1,315 +2% +3% +2%
Books 123 137 -10% -9% -8%
CLS transactional 97 90 +8% +8% +8%
FS transactional 34 35 -3% -3% -4%
Other cyclical 150 158 -5% -4% -8%
Total Revenues 1,742 1,735 0% +1% +1%

Revenues by Type (in millions of euros, unless otherwise stated)

∆ - % Change; ∆ CC - % Change constant currencies (EUR/USD 1.29); ∆ OG – % Organic growth. *2012 restated for IAS 19R 'Employee benefits' and early adoption of IFRS 11 'Joint arrangements'.

Legal & Regulatory

  • Growth in North America, driven by Corporate Legal Services, partly mitigates decline in Europe.
  • Electronic and services subscriptions organic growth sustained at 3%.
  • EBITA margin declines, as expected.
Six months ended June 30 2013 2012* ∆ CC ∆ OG
Revenues 707 720 -2% -1% -1%
Ordinary EBITA 135 140 -4% -3% -3%
Ordinary EBITA margin 19.0% 19.4%
Operating profit 160 109 +47%
Net capital expenditure (CAPEX) 21 19
Ultimo FTEs 7,474 7,578

(in millions of euros, unless otherwise stated)

∆ - % Change; ∆ CC - % Change constant currencies (EUR/USD 1.29); ∆ OG – % Organic growth. *2012 restated for IAS 19R 'Employee benefits' and early adoption of IFRS 11 'Joint arrangements'.

Tax & Accounting and Legal & Regulatory acquisitions, net of divestments, include the effect of the net transfer of assets in the U.S. from Tax & Accounting to the Legal & Regulatory division in 2013.

Legal & Regulatory revenues declined 1% at constant currencies reflecting the net effect of disposals and the transfer of assets from Tax & Accounting. On an organic basis, revenues declined 1%, improving from the 2% decline experienced throughout 2012. Ordinary EBITA declined 3% at constant currencies and the Ordinary EBITA margin contracted, as anticipated, due to the lower revenue, wage inflation and dilutive disposals.

Operating profit increased to €160 million, principally due to €50 million capital gain on the divestiture of Best Case Solutions in May 2013.

Corporate Legal Services (31% of divisional revenues) delivered 6% organic growth. Despite volatile market conditions, CLS transactional revenues were up 8% (HY 2012: 9%), driven by UCC filing and searches. New products, such as CT Lien Solutions' mortgage offering, iLienRED, continue to drive growth. Tymetrix, a leader in legal spend management software, launched its new user interface and extended its legal analytics and benchmarking product line.

Law & Business (13% of divisional revenues) saw strong growth in its digital solutions, particularly RBsource for securities attorneys, but this was offset by print declines, with legal education books affected by the impact of a strong front list in 2012 and lower student enrollments. The Daily Reporting Suite designed for mobile devices has been well received and this year was expanded to include more areas of the law, including most recently Insurance Law Daily, launched in collaboration with Wolters Kluwer Financial & Compliance Services division.

Our European Legal & Regulatory operations (56% of divisional revenues) saw first half organic revenue decline of 4%, compared to a 5% decline in first half 2012. Online and software solutions are holding up well, but print subscriptions, books, training, and advertising remain weak across the region. Efforts to drive cost efficiencies continue while investments in mobile and productivity solutions for legal professionals support the ongoing transformation of the business. A legal process management tool developed in Italy, ITER, was adapted and introduced in Poland, Spain and France.

Tax & Accounting

  • Tax & Accounting software up 6% organically, growing in all regions including Europe.
  • Investing in mobile applications and cloud-based solutions.
  • Acquisition of Prosoft establishes foothold in Brazil.
Six months ended June 30 2013 2012* ∆ CC ∆ OG
Revenues 483 486 -1% 0% +1%
Ordinary EBITA 121 121 0% +1% +4%
Ordinary EBITA margin 25.1% 24.8%
Operating profit 84 86 -3%
Net capital expenditure (CAPEX) 24 24
Ultimo FTEs 5,878 5,581

(in millions of euros, unless otherwise stated)

∆ - % Change; ∆ CC - % Change constant currencies (EUR/USD 1.29); ∆ OG – % Organic growth. *2012 restated for IAS 19R 'Employee benefits' and early adoption of IFRS 11 'Joint arrangements'.

Tax & Accounting and Legal & Regulatory acquisitions, net of divestments, include the effect of the net transfer of assets in the U.S. from Tax & Accounting to the Legal & Regulatory division in 2013.

Tax & Accounting revenues were stable in constant currencies, including the effect of small disposals and a transfer of assets to Legal & Regulatory. Revenues increased 1% on an organic basis. Ordinary EBITA increased 1% at constant currencies. Revenues and margins benefitted from phasing in the first half of 2013. Operating profit decreased to €84 million.

North America (56% of divisional revenues) achieved 4% organic growth in tax software revenues, which was partially offset by ongoing decline in bank product transaction fees and weakness in publishing revenues. CCH Axcess, our cloud-based solution that provides tax and accounting firms a suite of tax compliance and practice management products which leverage a single, centralized client database on an open architecture platform, has been well-received. Last month, the product won the CPA Practice Advisor's 2013 Technology Innovation Award, and early users have reported 10%-30% productivity gains.

Europe (35% of divisional revenues) achieved positive organic growth. The macro economic environment remains challenging, but there are early signs that growth in software revenues is starting to outweigh decline in legacy print formats and cyclical services such as training. Twinfield, which offers SaaS accounting solutions, achieved double-digit organic growth and is investing in geographic expansion.

Asia Pacific and Rest of World (9% of divisional revenues) achieved good growth in tax & accounting software products, while publishing products declined. Global Tax Integrator in the corporate segment is performing well. Acclipse, acquired in July 2012, is performing according to plan. In May 2013, we established a foothold in Brazil with the acquisition of Prosoft, one of the largest tax software providers in the country.

Health

  • Revenues up 4% organically, driven by Clinical Solutions.
  • Clinical Solutions maintains double-digit organic growth.
  • Margins rise despite increased investment.

(in millions of euros, unless otherwise stated)

Six months ended June 30 2013 2012* ∆ CC ∆ OG
Revenues 364 349 +4% +6% +4%
Ordinary EBITA 72 68 +7% +9% +5%
Ordinary EBITA margin 19.9% 19.5%
Operating profit 53 55 -3%
Net capital expenditure (CAPEX) 22 20
Ultimo FTEs 2,713 2,475

∆ - % Change; ∆ CC - % Change constant currencies (EUR/USD 1.29); ∆ OG – % Organic growth. *2012 restated for IAS 19R 'Employee benefits' and early adoption of IFRS 11 'Joint arrangements'.

Wolters Kluwer Health revenues increased 6% in constant currencies, including the contribution from Health Language, acquired in January 2013. Revenues increased 4% on an organic basis. Ordinary EBITA increased 9% at constant currencies, and the margin rose to 19.9%, despite lower print revenues and increased investments to capitalize on growth opportunities for Clinical Solutions. Operating profit decreased to €53 million.

Clinical Solutions (43% of divisional revenues) maintained double-digit organic growth and continued its efforts to pursue global growth opportunities. UpToDate further increased its penetration of U.S. hospitals and launched its 21st speciality, Dermatology. UpToDate added local language search in nine languages and work has begun to create a Chinese language version. ProVation Medical achieved double-digit growth with its order sets and clinical documentation software. The clinical drug information group saw positive organic growth supported by Medi-Span in the U.S., Europe and Middle East, and by Medicom in China. Health Language, acquired January 2013, is on track to see double-digit revenue growth in 2013.

Medical Research revenues (41% of divisional revenues) were broadly stable, as sustained organic revenue growth at Ovid and LWW's online journals was offset by continued weakness in print subscriptions. Advertising declined modestly. Ovid, the world's leading online resource for medical research, expanded its exclusive content offerings with BMJ Clinical Evidence in May. LWW won two new society journal contracts in the year to date — Dermatologic Surgery and the Journal of Acute Care Physical Therapy — and launched its first fully open access journal, Plastic and Reconstructive Surgery Global Open. Medknow, our open access journal publisher based in India, has expanded its list of open access titles to 275. Half of LWW journals and nearly 80 percent of MedKnow's open access journals increased their Impact Factor in the most recent Journal Citation Reports.

Professional & Education (16% of divisional revenues) saw organic revenue decline in the first half due to continued weak demand for print books in certain segments, pruning of front list titles and timing of international and wholesaler orders. Nursing and medical education books are performing well. Digital products are approaching 20% of the unit's revenues (excluding digital revenues bundled with print).

Financial & Compliance Services

  • Finance, Risk & Compliance and core Audit products achieved strong organic growth.
  • Demanding comparables and product pruning held back performance.
  • Margins reflect investment in global infrastructure and the timing of restructuring.

(in millions of euros, unless otherwise stated)

Six months ended June 30 2013 2012* ∆ CC ∆ OG
Revenues 188 180 +4% +5% -3%
Ordinary EBITA 28 32 -14% -13% -17%
Ordinary EBITA margin 14.6% 17.8%
Operating profit 11 18 -42%
Net capital expenditure (CAPEX) 3 4
Ultimo FTEs 2,349 2,114

∆ - % Change; ∆ CC - % Change constant currencies (EUR/USD 1.29); ∆ OG – % Organic growth. *2012 restated for IAS 19R 'Employee benefits' and early adoption of IFRS 11 'Joint arrangements'.

Financial & Compliance Services revenues increased 5% in constant currencies, including the acquisition of FinArch in mid 2012. Revenue decreased 3% on an organic basis, primarily due to lower transaction volumes and upfront implementation services revenue following strong growth in the comparable period last year. Ordinary EBITA margins declined, reflecting revenue decline, investment in product development and global infrastructure, and the timing of restructuring costs.

Finance, Risk & Compliance (42% of divisional revenues) achieved accelerated organic revenue growth, driven by new customer licenses for its Enterprise Risk Management solutions. The integration of FRSGlobal and FinArch is progressing and further investment is being made to extend our global capabilities and expand our regulatory risk consulting service. In early 2013, Wolters Kluwer Financial Services was named a global top 5 provider of Enterprise Governance Risk and Compliance Solutions and Operational Risk Solutions by Chartis.

Originations & Compliance (35% of divisional revenues), the leading provider of mortgage document solutions for banks in the U.S., experienced a decline in transaction volumes, partly due to a downturn in the U.S. mortgage refinancing market. FS transactional revenue decreased 4% compared to an increase of 25% in first half 2012. In addition, upfront implementation revenues were lower than in the comparable period. iSentry, a software and workflow solutions provider in the U.K., was acquired during the first half.

Audit, Risk & Compliance (10% of divisional revenues) continues to gain market share with its TeamMate internal audit platform, but this growth was offset by revenue attrition associated with the planned migration of Axentis customers to TeamMate and other platforms. Excluding the effect of this migration, TeamMate achieved 5% organic growth in the first half. The Audit unit has stepped up investments in its next generation platform and opened a hosting center in London to support European clients.

Transport Services (13% of divisional revenues) continues to face challenging market conditions in Europe. Freight posting volumes and revenues declined while margins were also impacted by the timing of restructuring charges.

Corporate

Corporate costs increased 6% mainly due to timing of expenses.

Six months ended June 30 2013 2012* ∆ CC ∆ OG
Ordinary EBITA (22) (21) +6% +6% +6%
Operating profit (23) (21) +7%
Net capital expenditure (CAPEX) 0 0
Ultimo FTEs 103 101

(in millions of euros, unless otherwise stated)

∆ - % Change; ∆ CC - % Change constant currencies (EUR/USD 1.29); ∆ OG – % Organic growth. *2012 restated for IAS 19R 'Employee benefits' and early adoption of IFRS 11 'Joint arrangements'.

Risk Management

In the 2012 Annual Report, the Company has described certain risk categories that could have a material adverse effect on its operations and financial position. Those risk categories are deemed to be incorporated and repeated in this report by reference. In the Company's view, the nature and potential impact of these risk categories on the business are not materially different for the second half of 2013.

The Company's defined benefit plans are affected by the developments in the international markets and may be further affected by future development in these markets. A decline of interest rates since December 31, 2012, may negatively impact the funded status of these plans. However, at this time the Company does not expect to make material additional contributions to its pension plans other than the ones already scheduled.

As weak macro economic conditions in Europe, most pronounced in Southern Europe, continue this may have a negative impact on our business in Italy, Spain and France, in particular for more cyclical products. The impact of these conditions depends on the severity of the economic slowdown, the countries affected and government responses.

Statement by the Executive Board

The Executive Board is responsible for the preparation of the Half-Year Report, which includes the Interim Report of the Executive Board and the condensed consolidated interim financial statements for the six months ended June 30, 2013. The condensed consolidated interim financial statements for the six months ended June 30, 2013 are prepared in accordance with International Financial Reporting Standards (IFRS) as adopted by the European Union. The responsibility of the Executive Board includes selecting and applying appropriate accounting policies and making accounting estimates that are reasonable in the circumstances.

The Interim Report of the Executive Board endeavors to present a fair review of the situation of the business at balance sheet date and of the state of affairs in the half-year under review. Such an overview contains a selection of some of the main developments in the first six months of the financial year and can never be exhaustive. This Interim Report also contains the current expectations of the Executive Board for the second half of the financial year. With respect to these expectations, reference is made to the disclaimer about forward-looking statements at page 39 of this half-year report. As required by provision 5:25d (2)(c) of the Dutch act on financial supervision (Wet op het financieel toezicht) and on the basis of the foregoing, the Executive Board confirms that to its knowledge:

  • The condensed consolidated interim financial statements for the six months ended June 30, 2013, give a true and fair view of the assets, liabilities, financial position, and profit or loss of the Company and the undertakings included in the consolidation taken as a whole; and
  • The Interim Report of the Executive Board includes a fair overview of the situation at the balance sheet date, the course of affairs during the first six months of the financial year of the company and the undertakings included in the consolidation taken as a whole, and the expected course of affairs for the second half of 2013 as well as an indication of important events that have occurred during the six months ended June 30, 2013, and their impact on the condensed consolidated interim financial statements, together with a description of the principal risks and uncertainties for the second half of 2013, and also includes the major related parties transactions entered into during the six months ended June 30, 2013.

Alphen aan den Rijn, July 30, 2013

Executive Board

  • N. McKinstry, CEO and Chairman of the Executive Board
  • K. B. Entricken, CFO and Member of the Executive Board

CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS

Condensed Consolidated Interim Financial Statements for the six months ended June 30, 2013, and 2012

Unaudited Condensed Consolidated Statement of Income Unaudited Condensed Consolidated Statement of Comprehensive Income Unaudited Condensed Consolidated Statement of Cash Flows Unaudited Condensed Consolidated Statement of Financial Position Unaudited Condensed Consolidated Statement of the Changes in Total Equity Notes to the Unaudited Condensed Consolidated Interim Financial Statements

Unaudited Condensed Consolidated Statement of Income

(in millions of euros, unless otherwise stated)

Six months ended June 30
2013 2012*
Continuing operations:
Revenues 1,742 1,735
Cost of sales 571 580
Gross profit 1,171 1,155
Sales costs 334 329
General and administrative costs 602 579
Total operating expenses 936 908
Results on divestments of operations 50 0
Operating profit 285 247
Finance income 15 6
Finance costs (66) (70)
Share of profit of equity-accounted investees, net of tax 0 0
Profit before tax 234 183
Income tax expense (68) (44)
Profit for the period from continuing operations 166 139
Discontinued operations:
Profit/(loss) from discontinued operations, net of tax (2) (19)
Profit for the period 164 120
Attributable to:
Equity holders of the Company
164 121

Non-controlling interests
0 (1)
Profit for the period 164 120
Earnings per share (EPS) (€)
Basic EPS from continuing operations 0.56 0.47
Basic EPS from discontinued operations 0.00 (0.06)
Basic EPS 0.56 0.41
Diluted EPS from continuing operations 0.55 0.46
Diluted EPS from discontinued operations 0.00 (0.06)
Diluted EPS 0.55 0.40

Unaudited Condensed Consolidated Statement of Comprehensive Income

(in millions of euros)

Six months ended June 30
2013 2012*
Comprehensive income:
Profit for the period 164 120
Other comprehensive income:
Items that are or may be reclassified subsequently to the statement
of income:
Net gains/(losses) on hedges of net investments and exchange
differences on translation of foreign operations (17) 76
Gains/(losses) on cash flow hedges 14 (12)
(3) 64
Items that will not be reclassified to the statement of income:
Actuarial gains/(losses) on defined benefit plans 21 (28)
Income tax on other comprehensive income (8) 9
13 (19)
Other comprehensive income/(loss) for the period, net of tax 10 45
Total comprehensive income for the period 174 165
Attributable to:

Equity holders of the Company
176 166

Non-controlling interests
(2) (1)
Total 174 165

Unaudited Condensed Consolidated Statement of Cash Flows

(in millions of euros)

Six months ended June 30
2013 2012*
Cash flows from operating activities
Profit for the period from continuing operations 166 139
Adjustments for:
Net finance costs 51 64
Share of profit of equity-accounted investees, net of tax 0 0
Income tax expense 68 44
Amortization, impairments, and depreciation 157 146
Additions to acquisition integration provisions 5 4
Fair value changes of deferred acquisition payments (1) -
Share-based payments 8 9
Book (profit)/loss on divestments of operations (51) 0
Autonomous movements in working capital (46) (18)
Paid financing costs (102) (103)
Paid corporate income tax (38) (56)
Appropriation of provisions for restructuring (17) (32)
Other (1) (6)
Net cash from operating activities 199 191
Cash flows from investing activities
Capital expenditure (70) (67)
Disposal of discontinued operations, net of cash disposed of - 6
Acquisition spending, net of cash acquired (170) (7)
Receipts from divestments of operations, net of tax 75 4
Dividends received 2 2
Net cash used in investing activities (163) (62)
Cash flows from financing activities
Repayment of loans (377) (34)
Proceeds from new loans 697 0
Repurchased shares (14) (89)
Dividends paid (205) (90)
Net cash from/(used) in financing activities 101 (213)
Net cash from/(used) in continuing operations 137 (84)
Net cash used in discontinued operations 0 (12)
Net cash from/(used) in continuing and discontinued operations 137 (96)
Cash and cash equivalents less bank overdrafts at January 1 215 282
Exchange differences on cash and cash equivalents and bank overdrafts (8) 5
207 287
Cash and cash equivalents less bank overdrafts at June 30 344 191
Add: Bank overdrafts at June 30 (159) (109)
Cash and cash equivalents at June 30 503 300

Unaudited Condensed Consolidated Statement of Financial Position

(in millions of euros)

June 30, 2013 December 31, 2012* June 30, 2012*
Non-current assets
Goodwill and intangible assets 4,778 4,651 4,756
Property, plant, and equipment 134 138 144
Investments in equity-accounted
investees and joint ventures 33 61 100
Financial assets 49 49 67
Deferred tax assets 76 78 79
Total non-current assets 5,070 4,977 5,146
Current assets
Inventories 106 95 86
Trade and other receivables 916 1,122 901
Income tax receivable 23 34 44
Cash and cash equivalents 503 328 300
Assets held for sale 1 0 0
Total current assets 1,549 1,579 1,331
Current liabilities
Deferred income 1,140 1,233 1,147
Trade and other payables 310 383 295
Income tax payable 36 32 31
Short-term provisions 47 58 54
Borrowings and bank overdrafts 161 267 418
Other current liabilities 356 457 365
Short-term portion of long-term debt 700 225 -
Liabilities held for sale 0 0 16
Total current liabilities 2,750 2,655 2,326
Working capital (1,201) (1,076) (995)
Capital employed 3,869 3,901 4,151
Non-current liabilities
Long-term debt 1,902 1,918 2,156
Deferred tax liabilities 293 252 234
Employee benefits 150 169 200
Provisions 4 4 7
Total non-current liabilities 2,349 2,343 2,597
Equity
Issued share capital 36 36 36
Share premium reserve 87 87 87
Other reserves 1,377 1,415 1,411
Equity attributable to equity holders 1,500 1,538 1,534
Non-controlling interests 20 20 20
Total equity 1,520 1,558 1,554
Total financing 3,869 3,901 4,151

Unaudited Condensed Consolidated Statement of Changes in Total Equity

(in millions of euros)

2013
Equity
attributable
to equity
holders of
the Company
Non
controlling
interests
Total equity
Balance at January 1* 1,538 20 1,558
Total comprehensive income for the period 176 (2) 174
Share-based payments, net of tax 6 - 6
Cash dividend (205) - (205)
Repurchased shares (15) - (15)
Other - 2 2
Balance at June 30 1,500 20 1,520
2012*
Equity
attributable
to equity
holders of
the Company
Non
controlling
interests
Total equity
Balance at January 1 1,542 21 1,563
Total comprehensive income for the period 166 (1) 165
Share-based payments, net of tax 7 - 7
Cash dividend (90) - (90)
Repurchased shares (91) - (91)
Balance at June 30 1,534 20 1,554

Notes to the Unaudited Condensed Consolidated Interim Financial Statements

Note 1 Reporting entity

Wolters Kluwer nv ('the Company') with its subsidiaries (together 'the Group') is a market-leading global information services company. These unaudited condensed consolidated interim financial statements ('interim financial statements') for six months ended June 30, 2013, comprise the Group and the Group's interests in associates and a joint venture.

Note 2 Basis of preparation

(a) Statement of compliance

These interim financial statements have been prepared in accordance with International Accounting Standards (IAS) 34 'Interim Financial Reporting', as adopted by the European Union. They do not include all the information required for a complete set of IFRS financial statemens. However, selected explanatory notes are included to explain events and transactions that are significant to an understanding of the changes in the Group's financial position and performance since the last annual consolidated financial statements for the year ended December 31, 2012.

The interim financial statements for six months ended June 30, 2013, has been abridged from the Wolters Kluwer's 2012 Financial Statements. The 2012 comparatives have been restated for the new accounting standards adopted as of January 1, 2013 (see Note 3). These interim financial statements have not been audited or reviewed.

The interim financial statements were authorized for issue by the Executive Board and Supervisory Board on July 30, 2013.

(b) Judgments and estimates

The preparation of the interim financial statements requires management to make judgments, estimates, and assumptions that affect the application of accounting policies and the reported amounts of assets and liabilities, income, and expenses. In preparing these interim financial statements, the significant judgments made by management in applying the Group's accounting policies and the key sources of estimation uncertainty were the same as those that applied to Wolters Kluwer's 2012 Annual Report. Reference is made to Note 3 'Accounting Estimates and Judgments' to the Consolidated Financial Statements of Wolters Kluwer. Further reference is made to Note 26 'Financial Risk Management'. Note 26 outlines Wolters Kluwer's exposure to currency risks, interest rate risks, liquidity risks, and credit risks. Actual results in the future may differ from these estimates and current risk judgments.

Estimates and judgments are being continuously evaluated and are based on historic experience and other factors, including expectations of future events believed to be reasonable under the circumstances.

(c) Currency

The interim financial statements are presented in euro, which is the Company's functional and presentation currency. Unless otherwise stated the financial information in these interim financial statements is in euro and has been rounded to the nearest million.

Exchange rates to the euro 2013 2012
U.S. dollar (at June 30) 1.31 1.26
U.S. dollar (average six months) 1.31 1.30
U.S. dollar (at December 31) 1.32

Note 3 Significant accounting policies

The accounting policies applied in these interim financial statements are the same as those applied in Wolters Kluwer's 2012 Annual Report, except for a number of new standards that became effective as of January 1, 2013. Of these standards, IFRS 11 'Joint Arrangements' and IAS 19 'Employee benefits' (amended 2011) have an impact on the results and equity of the Group.

(a) Defined benefit plans

IAS 19 Revised ('IAS 19R') 'Employee benefits' (amended 2011) was adopted by the Group on January 1, 2013. The 2012 results were restated retrospectively. The main changes are:

  • IAS 19R prohibits the deferred recognition of actuarial gains and losses on employee benefit plans (the socalled 'corridor method'). The removal of the 'corridor method' has no impact on the Group results as the Group already immediately recognized actuarial gains and losses in other comprehensive income.
  • IAS 19R requires calculation of the net interest costs on the net defined benefit liability or asset using the discount rate measuring the defined benefit obligation. As a consequence, net interest income on plan assets is no longer based on the long-term rate of expected return, but based on corporate bond yields irrespective of actual compisition of plan assets. This results in a reduction of net profit if the discount rate applied to the defined benefit obligations is a lower rate than the rate used to determine the expected return on plan assets.
  • IAS 19R requires past service costs to be recognized in the statement of income in the period of a plan amendment. Under the former standard the portion of past service costs related to unvested benefits was deferred and amortized over the remaining average vesting period.
  • The employee benefits financing component will be presented as part of Finance costs/(income), rather than within operating profit as reported in previous years.
  • IAS 19R no longer allows for accrual of future pension administration costs as part of the defined benefit obligations. These costs are expensed as incurred. Previously, for the Dutch pension plan, the Company included a surcharge for pension administration costs as part of the current service costs into the defined benefit obligations. With the adoption of IAS 19R this provision is eliminated resulting in a lower defined benefit obligation.

The Group's benchmark figures will exclude the net employee benefits financing component to better reflect the operating pension expenses related to the Group's pension and post-retirement plans.

The impact of the IAS 19R changes as described above results in an increase in the Group's equity by €1 million, and lowering of the net profit for the year by €10 million for the full year 2012. For the half-year 2012 the restated net profit is €4 million lower and Group equity showed no impact.

(b) Joint arrangements

The Group early adopted IFRS 11 'Joint Arrangements' as part of a suite of five amended consolidation standards (IFRS 10 – Consolidated Financial Statements, IFRS 11 – Joint Arrangements, IFRS 12 – Disclosure of Interests in Other Entities, IAS 27 – Separate Financial Statements (2011), and IAS 28 – Investments in Associates and Joint Ventures (2011)) to align with the IASB effective date of January 1, 2013. Of these five standards, only IFRS 11 has an impact on the presentation of the results of the Group. Under the new standard the structure of the joint arrangement is no longer the main factor to determine the type of joint arrangement and therefore the subsequent accounting. Under IFRS 11, the company's interests in joint ventures will be equity-accounted. Adoption of IFRS 11 results in a decrease in the Group's revenues (€6 million) and operating profit (€2 million) for the full year 2012. There is no full year 2012 impact on equity and net profit. For the half-year 2012 the restated revenue is €4 million and operating profit is €2 million lower. Group equity and net profit were not impacted.

The reconciliations between the previously reported IFRS figures under the existing standards and the restated amounts are presented in Appendix 1.

(c) Fair value measurement

IFRS 13 established a single framework for measuring fair value and making disclosures about fair value measurements. More specifically, the definition of fair value is clarified to be the price at which an orderly transaction to sell an asset or to transfer a liability would take place between market participants at the measurement date. In accordance with the transitional provisions of IFRS 13, the Group has applied the new fair value measurements guidance prospectively. The change had no impact on the measurement of the Group's assets and liabilities.

(d) Presentation of items of other comprehensive income

As a result of the amendments to IAS 1, the Group has modified the presentation of items of other comprehensive income in its condensed consolidated statement of comprehensive income, to present separately items that would be reclassified to the statement of income in the future from those that would not be. Comparative information has also been re-presented accordingly.

(e) Offsetting disclosures financial assets and liabilities

The amendment to IFRS 7 requires disclosing information about rights of offset and related arrangements for financial instruments under an enforceable master netting agreement or similar agreement. The adoption of the amendment to IFRS 7 did not have any impact on our interim financial statements.

Note 4 Seasonality

Some of the Group's businesses are impacted by seasonal purchasing patterns. Revenues of Wolters Kluwer's tax and regulatory businesses are strongest in the fourth and first quarters, in line with statutory (tax) filing requirements. The cash flow is typically strongest in the fourth quarter as calendar-year subscription renewals are received.

Note 5 Benchmark Figures

Wherever used in this half-year report, the term 'ordinary' refers to figures adjusted for non-benchmark items and, where applicable, amortization and impairment of goodwill and publishing rights. 'Ordinary' figures are non-IFRS compliant financial figures, but are internally regarded as key performance indicators to measure the underlying performance of the business from continuing operations. These figures are presented as additional information and do not replace the information in the statement of income and in the statement of cash flows. The term 'ordinary' is not a defined term under IFRS.

Reconciliation between operating profit and ordinary EBITA

(in millions of euros) Six months ended June 30
2013 2012*
Operating profit 285 247
Amortization of publishing rights and impairments 93 88
EBITA 378 335
Non-benchmark (income)/costs in operating profit (44) 5
Ordinary EBITA 334 340

*2012 restated for IAS 19R 'Employee benefits' and early adoption of IFRS 11 'Joint arrangements'.

Reconciliation between finance income, finance costs, and ordinary net finance results

(in millions of euros) Six months ended June 30
2013 2012*
Finance income 15 6
Finance costs (66) (70)
Net finance results (51) (64)
Non-benchmark (income)/costs in net finance results (10) 2
Ordinary net finance results (61) (62)

*2012 restated for IAS 19R 'Employee benefits' and early adoption of IFRS 11 'Joint arrangements'.

Reconciliation between profit for the period and ordinary net income

(in millions of euros) Six months ended June 30
2013 2012*
Profit for the period from continuing operations attributable
to equity holders of the Company (A) 166 140
Amortization of publishing rights and impairments (adjusted for
non-controlling interests) 92 86
Tax on amortization and impairments of publishing rights and
goodwill (adjusted for non-controlling interests) (32) (30)
Non-benchmark costs, net of tax (29) 5
Ordinary net income (B) 197 201

Reconciliation between net cash from operating activities and ordinary free cash flow

(in millions of euros) Six months ended June 30
2013 2012*
Net cash from operating activities 199 191
Capital expenditure (70) (67)
Acquisition related costs 2 1
Paid divestment expenses 1 0
Dividends received 2 2
Appropriation of Springboard provisions, net of tax 6 15
Ordinary free cash flow (C) 140 142

* 2012 restated for IAS 19R 'Employee benefits' and early adoption of IFRS 11 'Joint arrangements'.

Per share information
(in euros, unless otherwise stated) Six months ended June 30
2013 2012*
Total number of shares outstanding at June 301 295.6 298.5
Weighted average number of shares (D)1 296.1 296.4
Diluted weighted average number of shares (E)1 299.7 299.9
Ordinary EPS (B/D) 0.66 0.68
Diluted ordinary EPS (minimum of ordinary EPS and (B/E)) 0.66 0.67
Diluted ordinary EPS in constant currencies 0.68 0.68
Ordinary free cash flow per share (C/D) 0.47 0.48
Diluted ordinary free cash flow per share (minimum of ordinary
free cash flow per share and (C/E) 0.47 0.47

1 in millions of shares. * 2012 restated for IAS 19R 'Employee benefits' and early adoption of IFRS 11 'Joint arrangements'.

Non-benchmark costs

(in millions of euros) Six months ended June 30
2013 2012*
Included in operating profit:
Additions to acquisition integration provisions 5 4
Fair value changes of deferred acquisition payments (1) -
Acquisition related costs 2 1
Total non-benchmark costs included in general and
administrative costs 6 5
Results on divestments of operations (50) 0
Total non-benchmark costs in operating profit (44) 5
Included in finance results:
Results from divestments of equity-accounted investees (12) -
Employee benefits financing component 2 2
Total non-benchmark costs in finance results (10) 2
Total non-benchmark costs (54) 7

Benchmark tax rate

(in millions of euros, unless otherwise stated) Six months ended June 30
2013 2012*
Income tax expense 68 44
Tax benefit on amortization of publishing rights and impairments 32 30
Tax benefit on non-benchmark costs (25) 2
Tax on ordinary income (F) 75 76
Ordinary net income (B) 197 201
Adjustment for non-controlling interests 1 1
Ordinary income before tax (G) 273 278
Benchmark tax rate (F/G) (%) 27.7 27.4

* 2012 restated for IAS 19R 'Employee benefits' and early adoption of IFRS 11 'Joint arrangements'.

Calculation of cash conversion ratio (CAR)

(in millions of euros, unless otherwise stated) Six months ended June 30
2013 2012*
Ordinary EBITA (H) 334 340
Amortization of other intangible assets 48 42
Depreciation of property, plant, and equipment 16 16
Ordinary EBITDA 398 398
Autonomous movements in working capital (46) (18)
Capital expenditure (70) (67)
Ordinary cash flow from operations (I) 282 313
Cash conversion ratio (I/H) (%) 85 92

Note 6 Segment Reporting

Divisional revenues and operating profit

(in millions of euros, unless otherwise stated) Six months ended June 30
2013 2012*
Revenues
Legal & Regulatory 707 720
Tax & Accounting 483 486
Health 364 349
Financial & Compliance Services 188 180
Total revenues 1,742 1,735
Operating profit
Legal & Regulatory 160 109
Tax & Accounting 84 86
Health 53 55
Financial & Compliance Services 11 18
Corporate (23) (21)
Total operating profit 285 247

* 2012 restated for IAS 19R 'Employee benefits' and early adoption of IFRS 11 'Joint arrangements'.

Tax & Accounting and Legal & Regulatory, include the effect of the net transfer of assets in the U.S. from Tax & Accounting to the Legal & Regulatory division in 2013.

Note 7 Earnings per Share

Earnings per share (EPS)

(in millions of euros, unless otherwise stated) Six months ended June 30
2013 2012*
Profit for the period attributable to the equity holders of the Company
From continuing operations (A) 166 140
From discontinued operations (B) (2) (19)
Profit for the period attributable to the equity holders of the Company (C) 164 121
Weighted average number of shares
in millions of shares
Outstanding ordinary shares at January 1 301.9 301.7
Effect of stock dividend - 0.1
Effect of treasury shares - -
Effect of issued shares - 0.0
Effect of repurchased shares (5.8) (5.4)
Weighted average number of shares (D) 296.1 296.4
Basic EPS from continuing operations (€) (A/D) 0.56 0.47
Basic EPS from discontinued operations (€) (B/D) 0.00 (0.06)
Basic EPS (€) (C/D) 0.56 0.41
Diluted weighted average number of shares
in millions of shares
Weighted average number of shares (D) 296.1 296.4
Long-Term Incentive Plan 3.6 3.5
Diluted weighted average number of shares (E) 299.7 299.9
Diluted EPS from continuing operations (€) (minimum of basic EPS and [A/E]) 0.55 0.46
Diluted EPS from discontinued operations (€) (minimum of basic EPS and [B/E]) 0.00 (0.06)
Diluted EPS (€) (minimum of basic EPS and [C/E]) 0.55 0.40

Note 8 Discontinued Operations and Assets Held for Sale

In 2011, Wolters Kluwer announced the planned sale of its pharma business. The sale of the pharma-related business is part of Wolters Kluwer's strategy to focus on our core health markets and accelerate growth by providing innovative solutions to clinicians globally.

On May 15, 2012, Wolters Kluwer completed the sale of its pharma-related Healthcare Analytics business to a private equity firm in exchange for a 19.44% minority interest in a newly created entity.

The following table summarizes the results from discontinued operations:

Pharma business
(in millions of euros) Six months ended June 30
2013 2012
Revenues 15 56
Expenses (18) (65)
Operating profit (3) (9)
Income tax 1 4
Results from operating activities, net of tax (2) (5)
Impairment - (3)
Restructuring costs - (11)
Profit/(loss) on sale of discontinued operations - (1)
Income tax on loss on sale of discontinued operations - 1
Result from discontinued operations (2) (19)

Ordinary EBITA for the pharma business was €(2) million (HY 2012: €(9) million).

Note 9 Acquisitions and Divestments

Acquisitions

Acquisition spending in first half of 2013 was €170 million (HY 2012: €7 million), including payments for acquisitions made in previous years (€2 million; e.g. earn-out arrangements). Acquisition related costs were €2 million (HY 2012: €1 million). The total purchase price consideration was €192 million in the first half.

The largest acquisition completed in the first half was Health Language:

On January 4, 2013, Wolters Kluwer acquired 100% of the shares of Health Language, Inc., a leader in medical terminology management, a rapidly growing segment of the point-of-care market. Health Language provides customers with access to a comprehensive set of evidence-based disease and drug information knowledge platforms and software solutions; its products and services are highly complementary to those of Wolters Kluwer Clinical Solutions. Health Language is headquartered in Denver, Colorado, U.S., and has 85 employees. The purchase price consideration was €84 million. The entity has annualized revenues of approximately €23 million.

Other acquisitions completed in the first half, with a total consideration of €108 million, include:

  • On April 2, 2013, Wolters Kluwer acquired certain assets of iSentry, an U.K.-based provider of secure electronic data storage, delivery and e-signature solutions. iSentry has 7 employees and is part of the Financial & Compliance Services division;
  • On May 20, 2013, Wolters Kluwer acquired 100% of the shares of Prosoft (Prosoft Tecnologia, S.A.), a leading provider of tax and accounting software based in São Paulo, Brazil. Prosoft is one of the largest tax and accounting software solutions providers in Brazil, with 250 employees, and serving all 27 states; and
  • On June 5, 2013, Wolters Kluwer acquired 100% of the shares of Avantiq (IQS Avantiq AG), registered in Switzerland, a provider of multi-national trademark research services. Avantiq, founded in 1986, has 28 employees based in Luxembourg and Australia, and is part of Corporate Legal Services in the Legal & Regulatory division.
Acquisitions
(in millions of euros) Six months ended June 30
2013 2012
Consideration payable in cash 177 2
Fair value of equity-accounted investees 3 -
Deferred considerations 12 1
Total consideration payable 192 3
Non-current assets 109 3
Current assets 16 0
Current liabilities (15) 0
Deferred tax liability (38) 0
Fair value of net identifiable assets/(liabilities) 72 3
Non-controlling interests (2) -
Goodwill on acquisitions 118 0
The cash effect of the acquisitions is:
Consideration payable in cash 177 2
Cash acquired (9) 0
Deferred considerations paid 2 5
Acquisition spending, net of cash acquired 170 7

The fair value of the 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 which will be completed within 12 months from the acquisition date.

The goodwill recognized for the acquisitions represents a payment in anticipation of the future economic benefits to be derived by Wolters Kluwer as a result of the acquisition. These future economic benefits relate to revenue opportunities (such as cross-selling) or cost efficiencies (such as sharing of infrastructure).

Contingent consideration

The acquisitions completed in 2013 resulted in a maximum contingent consideration of €34 million if the EBITDA of the Group during a three year earn-out period exceeds a certain EBITDA threshold. The fair value of this contingent consideration is valued based on probability of achieving the target and amounts to €12 million.

In the first half of 2013 the Group recognized fair value changes in the statement of income for the amount of €1 million for acquisitions stemming from previous years.

Divestments

In the first half of 2013, the Legal & Regulatory division made two divestitures in North America: Best Case Solutions and the minority stake in AccessData, in order to focus on areas of more strategic interest. The largest divestment was Best Case Solutions. The total capital gain on divestments was €63 million in the first half. The comparable period of 2012 included the sale of certain activities in the Netherlands.

Divestments of operations

(in millions of euros) Six months ended June 30
2013 2012
Consideration receivable in cash 91 4
Consideration receivable in assets - 2
Consideration receivable 91 6
Non-current assets 31 3
Current assets 1 3
Current liabilities (4) (4)
Employee benefits - (1)
Restructuring provisions - 5
Deferred tax liability - 0
Net identifiable assets and liabilities 28 6
Book profit/(loss) on divestments 63 0
Divestment expenses (1) 0
Result on divestments before tax 62 0
Of which recognized under:
Finance income 12 -
Results on divestments of operations 50 0
The cash effect of the disposal is:
Consideration receivable in cash 91 4
Paid corporate income tax (16) -
Receipts from divestments of operations, net of tax 75 4

Note 10 Provisions

Provisions for restructuring commitments

(in millions of euros) Six months ended June 30
2013 2012
Position at January 1 4 22
Add: short-term commitments 58 60
Total at January 1 62 82
Movements:
Additions due to divestments of operations - 5
Additions acquisition integration 5 4
Total additions 5 9
Appropriation of provisions for restructuring (17) (32)
Exchange differences and other movements 1 2
Total movements (11) (21)
Total at June 30 51 61
Less: short-term commitments (47) (54)
Position at June 30 4 7

Appropriations in 2013 mainly relate to Springboard projects (€8 million) and acquisition integration projects (€4 million).

Note 11 Issuance, repurchase, and repayments of debt

In March 2013, Wolters Kluwer issued a new €700 million Eurobond with a coupon rate of 2.875%. Part of the funds raised were used to redeem the perpetual cumulative subordinated bonds of €225 million in May.

The remaning net proceeds of the bond will be used to refinance part of our €700 million 2014 senior bonds (5.125%) and for general corporate purposes.

In 2012, there were no repurchases of debt securities.

(in millions of euros, unless otherwise stated) June 30, 2013 December 31,
2012
June 30, 2012
Gross debt
Bonds 1,478 1,482 1,481
Private placements 401 421 446
Perpetual cumulative subordinated bonds - - 225
Other long-term loans 0 1 -
Deferred acquisition payments 17 14 4
Total long-term loans 1,896 1,918 2,156
Derivative financial instruments 6 0 0
Total long-term debt 1,902 1,918 2,156
Borrowings and bank overdrafts 161 267 418
Short-term portion of long-term debt 700 225 -
Deferred acquisition payments 11 5 4
Derivative financial instruments 5 1 20
Total short-term debt 877 498 442
Total gross debt
Minus:
2,779 2,416 2,598
Cash and cash equivalents (503) (328) (300)
Derivative financial instruments:
Non-current receivable 0 (2) (39)
Current receivable - - (1)
Net debt 2,276 2,086 2,258
Net-debt-to-EBITDA (on a rolling basis), (ratio) 2.6 2.4 3.0

Reconciliation gross debt to net debt

Note 12 Share Buy-Back, Equity issuance, Dividends, LTIP

As part of its 2013 share-buy back program of €20 million the Company repurchased 912,800 ordinary shares, for a total consideration of €14.8 million, by June 30, 2013 (0.9 million shares purchased at an average price of €16.20). The Company completed this share repurchase program on July 9th acquiring €20 million shares in total at an average price of €16.32.

In the first six months of 2013, treasury shares were used for the vesting of Long-Term Incentive Plan (LTIP) shares; no new shares were issued.

The annual cash dividend of €205 million (in 2012: €90 million) was paid in May 2013. Of the 2012 dividend of €0.69 per share, 100% was distributed as cash dividend (2012: 45.3%).

The LTIP 2010-12 vested on December 31, 2012. Total Shareholder Return (TSR) ranked eight relative to its peer group of 15 companies, resulting in a pay-out of 75% of the conditional base number of shares awarded to the Executive Board members and a pay-out of 100% of the conditional number of shares awarded to other senior managers. The shares were released on February 21, 2013, and equaled a total number of 1,141,748 shares.

Under the 2013-15 LTIP, 1,574,126 shares were conditionally awarded to the Executive Board and other senior managers in the first six months of 2013. In the first six months of 2013, 323,740 shares were forfeited under the long-term incentive plans.

At June 30, 2013, Ms. McKinstry held 123,350 shares (December 31, 2012: 123,350 shares). Mr. Entricken has no shares in the Company.

Divisional supplemental information

(in millions of euros, unless otherwise stated)

Legal & Regulatory Change (in millions of euros)
Six months ended June 30 Acquisition/
2013 2012* Organic Divestment Currency Total
Revenues 707 720 (5) (2) (6) (13)
Ordinary EBITA 135 140 (4) 0 (1) (5)
Ordinary EBITA margin 19.0% 19.4%
Tax & Accounting Change (in millions of euros)
Six months ended June 30 Acquisition/
2013 2012* Organic Divestment Currency Total
Revenues 483 486 6 (5) (4) (3)
Ordinary EBITA 121 121 5 (3) (2) 0
Ordinary EBITA margin 25.1% 24.8%
Health Change (in millions of euros)
Six months ended June 30 Acquisition/
2013 2012* Organic Divestment Currency Total
Revenues 364 349 14 7 (6) 15
Ordinary EBITA 72 68 3 2 (1) 4
Ordinary EBITA margin 19.9% 19.5%
Financial & Compliance Services Change (in millions of euros)
Six months ended June 30 Acquisition/
2013 2012* Organic Divestment Currency Total
Revenues 188 180 (6) 15 (1) 8
Ordinary EBITA 28 32 (5) 1 0 (4)
Ordinary EBITA margin 14.6% 17.8%
Change (in millions of euros)
Corporate
Six months ended June 30 Acquisition/
2013 2012* Organic Divestment Currency Total
Revenues - - - - - -
Ordinary EBITA (22) (21) (1) 0 0 (1)
Total Continuing Operations Wolters Kluwer Change (in millions of euros)
Six months ended June 30 Acquisition/
2013 2012* Organic Divestment Currency Total
Revenues 1,742 1,735 9 15 (17) 7
Ordinary EBITA 334 340 (2) 0 (4) (6)
Ordinary EBITA margin 19.2% 19.6%

* 2012 restated for IAS 19R 'Employee benefits' and early adoption of IFRS 11 'Joint arrangements'.

Acquisition column includes the contribution from 2013 acquisitions, as well as the contribution from 2012 acquisitions before these become organic 12 months from their acquisition date. Tax & Accounting and Legal & Regulatory acquisition/divestment columns include the effect of the net transfer of assets in the U.S. from Tax & Accounting to the Legal & Regulatory division in 2013.

Divisional Revenues by Type

(in millions of euros, unless otherwise stated)

Six months ended June 30 2013 2012* ∆ CC ∆ OG
Legal & Regulatory
Electronic & services subscription 325 322 +1% +3% +3%
Print subscription 149 156 -4% -5% -6%
Other non-cyclical 24 28 -14% -8% -5%
Total recurring revenues 498 506 -2% 0% 0%
CLS transactional 97 90 +8% +8% +8%
Books 43 49 -12% -13% -11%
Other cyclical 69 75 -8% -10% -7%
Total Revenues 707 720 -2% -1% -1%
Tax & Accounting
Electronic & services subscription 320 309 +4% +4% +4%
Print subscription 32 39 -18% -18% -7%
Other non-cyclical 93 97 -4% -3% -1%
Total recurring revenues 445 445 0% +1% +2%
Books 19 21 -10% -4% -4%
Other cyclical 19 20 -5% -5% -6%
Total Revenues 483 486 -1% 0% +1%
Health
Electronic & services subscription 216 193 +12% +14% +10%
Print subscription 35 40 -13% -10% -10%
Other non-cyclical 24 21 +14% +17% +20%
Total recurring revenues 275 254 +8% +10% +8%
Books 61 67 -9% -8% -8%
Other cyclical 28 28 0% +1% -2%
Total Revenues 364 349 +4% +6% +4%
Financial & Compliance Services
Electronic & services subscription 83 80 +4% +3% -2%
Print subscription 0 1 -100% -66% -66%
Other non-cyclical 37 29 +28% +20% +12%
Total recurring revenues 120 110 +9% +8% +2%
FS Transactional 34 35 -3% -3% -4%
Other cyclical 34 35 -3% +5% -20%
Total Revenues 188 180 +4% +5% -3%

∆ - % Change; ∆ CC - % Change constant currencies (EUR/USD 1.29); ∆ OG – % Organic growth. *2012 restated for IAS 19R 'Employee benefits' and early adoption of IFRS 11 'Joint arrangements'.

Tax & Accounting and Legal & Regulatory acquisitions, net of divestments, include the effect of the net transfer of assets in the U.S. from Tax & Accounting to the Legal & Regulatory division in 2013.

Appendix 1: Effect of the implementation of IAS 19 Revised and IFRS 11

Presented below are the unaudited condensed reconciliations for the 2012 results between the results published previously in the Half-Year Report 2012 and the Annual Report 2012, and the restated amounts.

Key figures for Half-Year 2012
(in millions of euros, unless otherwise stated)
Six months ended June 30, 2012 IFRS 11
IAS 19R Joint
2012 Employee Arrange 2012
Reported Benefits ments Restated
Business performance - benchmark figures
Revenues 1,739 (4) 1,735
Ordinary EBITA 346 (4) (2) 340
Ordinary EBITA margin (%) 19.9 19.6
Ordinary net income 204 (3) 0 201
Diluted ordinary EPS (€) 0.68 (0.01) 0.00 0.67
Ordinary free cash flow 142 0 0 142
Benchmark tax rate (%) 27.5 27.4
Net debt 2,258 2,258
IFRS results
Revenues 1,739 (4) 1,735
Operating profit 253 (4) (2) 247
Profit for the period 124 (4) 0 120
Diluted EPS (€) 0.42 (0.02) 0.00 0.40
Net cash from operating activities 192 0 (1) 191

Division overview

(in millions of euros, unless otherwise stated)

Six months ended June 30, 2012 IFRS 11
IAS 19R Joint
2012 Employee Arrange 2012
Reported Benefits ments Restated
Revenues
Legal & Regulatory 724 (4) 720
Tax & Accounting 486 486
Health 349 349
Financial & Compliance Services 180 180
Total revenues 1,739 0 (4) 1,735
Ordinary EBITA
Legal & Regulatory 144 (2) (2) 140
Tax & Accounting 122 (1) 121
Health 68 0 68
Financial & Compliance Services 32 0 32
Corporate (20) (1) (21)
Total Ordinary EBITA 346 (4) (2) 340

IFRS Figures Half-Year 2012

(in millions of euros)

Six months ended June 30, 2012 IFRS 11
IAS 19R Joint
2012
Reported
Employee
Benefits
Arrange
ments
2012
Restated
Consolidated statement of income
Revenues 1,739 (4) 1,735
Cost of sales 581 (1) 580
Gross profit 1,158 0 (3) 1,155
Sales costs 330 (1) 329
General and administrative operating expenses 487 4 0 491
Operating profit 253 (4) (2) 247
Finance costs (68) (2) (70)
Share of profit of equity-accounted investees, net of tax (1) 1 0
Profit before tax 190 (6) (1) 183
Income tax expense (47) 2 1 (44)
Profit for the period from continuing operations 143 (4) 0 139
Profit for the period 124 (4) 0 120
Profit attributable to:
Equity holders of the Company 125 (4) 0 121
Statement of financial position
Investments in equity-accounted investees 99 1 100
Trade and other receivables 903 (2) 901
Deferred income 1,148 (1) 1,147
Deferred tax liabilities 233 1 234
Employee benefits 201 (1) 200
Equity attributable to equity holders of the Company 1,534 0 0 1,534
Consolidated statement of comprehensive income
Profit for the period 124 (4) 0 120
Other comprehensive income:
Actuarial gains/(losses) on defined benefit plans (32) 4 (28)
Income tax on other comprehensive income 11 (2) 9
Other comprehensive income for the period, net of tax 43 2 0 45
Total comprehensive income for the period, net of tax 167 (2) 0 165
Attributable to:
Equity holders of the Company 168 (2) 0 166

IFRS Figures Half-Year 2012 (continued)

(in millions of euros, unless otherwise stated)

Six months ended June 30, 2012 IFRS 11
IAS 19R Joint
2012 Employee Arrange 2012
Reported Benefits ments Restated
Consolidated statement of cash flows
Net cash from operating activities 192 0 (1) 191
Net cash used in investing activities (63) 0 1 (62)
Earnings per share (EPS) (€)
Basic EPS from continuing operations 0.48 (0.01) 0.47
Basic EPS from discontinued operations (0.06) 0.00 (0.06)
Basic EPS 0.42 (0.01) 0.41
Diluted EPS from continuing operations 0.48 (0.02) 0.46
Diluted EPS from discontinued operations (0.06) 0.00 (0.06)
Diluted EPS 0.42 (0.02) 0.40

Key figures for Full-Year 2012

(in millions of euros, unless otherwise stated)

Full year-ended December 31, 2012 IFRS 11
IAS 19R Joint
2012 Employee Arrange 2012
Reported Benefits ments Restated
Business performance - benchmark figures
Revenues 3,603 (6) 3,597
Ordinary EBITA 785 (9) (2) 774
Ordinary EBITA margin (%) 21.8 21.5
Ordinary net income 476 (7) 0 469
Diluted ordinary EPS (€) 1.58 (0.02) 0.00 1.56
Ordinary free cash flow 507 0 0 507
Benchmark tax rate (%) 27.8 27.7
Net debt 2,086 2,086
Net-debt-to-EBITDA (ratio) 2.4 0.0 0.0 2.4
Return on invested capital (%) 8.8 8.7
IFRS results
Revenues 3,603 (6) 3,597
Operating profit 579 (9) (2) 568
Profit for the year 321 (10) 0 311
Diluted EPS (€) 1.07 (0.03) 0.00 1.04
Net cash from operating activities 619 0 (1) 618
Division overview
(in millions of euros)
Full year-ended December 31, 2012 IFRS 11
IAS 19R Joint
2012 Employee Arrange 2012
Reported Benefits ments Restated
Revenues
Legal & Regulatory 1,491 (6) 1,485
Tax & Accounting 981 981
Health 745 745
Total Ordinary EBITA 785 (9) (2) 774
Corporate (47) (1) (48)
Financial & Compliance Services 73 0 73
Health 163 0 163
Tax & Accounting 262 (3) 259
Legal & Regulatory 334 (5) (2) 327
Ordinary EBITA
Total revenues 3,603 0 (6) 3,597
Financial & Compliance Services 386 386
Health 745 745
Tax & Accounting 981 981

IFRS Figures Full-Year 2012

(in millions of euros)

Full year-ended December 31, 2012 IFRS 11
2012 IAS 19R
Employee
Joint
Arrange
2012
Reported Benefits ments Restated
Consolidated statement of income
Revenues 3,603 (6) 3,597
Cost of sales 1,171 (1) 1,170
Gross profit 2,432 0 (5) 2,427
Sales costs 682 (2) 680
General and administrative operating expenses 983 9 (1) 991
Operating profit 579 (9) (2) 568
Finance costs (130) (5) (135)
Share of profit of equity-accounted investees, net of tax (1) 1 0
Profit before tax 457 (14) (1) 442
Income tax expense (114) 4 1 (109)
Profit for the year from continuing operations 343 (10) 0 333
Profit for the year 321 (10) 0 311
Profit attributable to:
Equity holders of the Company 322 (10) 0 312
Statement of financial position
Investments in equity-accounted investees 59 2 61
Trade and other receivables 1,124 (2) 1,122
Deferred tax liabilities 251 1 252
Employee benefits 171 (2) 169
Equity attributable to equity holders of the Company 1,537 1 0 1,538
Consolidated statement of comprehensive income
Profit for the year 321 (10) 0 311
Other comprehensive income:
Actuarial gains/(losses) on defined benefit plans (41) 12 (29)
Income tax on other comprehensive income 12 (3) 9
Other comprehensive loss for the year, net of tax (109) 9 0 (100)
Total comprehensive income for the year, net of tax 212 (1) 0 211
Attributable to:
Equity holders of the Company 211 (1) 0 210

Key figures for Full-Year 2012 (continued)

(in millions of euros, unless otherwise stated)

Full year-ended December 31, 2012 IFRS 11
IAS 19R Joint
2012 Employee Arrange 2012
Reported Benefits ments Restated
Consolidated statement of cash flows
Net cash from operating activities 619 0 (1) 618
Net cash used in investing activities (258) 0 1 (257)
Net cash used in continuing and discontinued operations (68) 0 0 (68)
Earnings per share (EPS) (€)
Basic EPS from continuing operations 1.16 (0.03) 1.13
Basic EPS from discontinued operations (0.08) 0.00 (0.08)
Basic EPS 1.08 (0.03) 1.05
Diluted EPS from continuing operations 1.14 (0.03) 1.11
Diluted EPS from discontinued operations (0.07) 0.00 (0.07)
Diluted EPS 1.07 (0.03) 1.04

About Wolters Kluwer

Wolters Kluwer is a global leader in professional information services. Professionals in the areas of legal, business, tax, accounting, finance, audit, risk, compliance and healthcare rely on Wolters Kluwer's market leading information-enabled tools and software solutions to manage their business efficiently, deliver results to their clients, and succeed in an ever more dynamic world.

Wolters Kluwer reported 2012 annual revenues of €3.6 billion. The Group employs over 19,000 people worldwide and maintains operations in over 40 countries across Europe, North America, Asia Pacific and Latin America. The Company is headquartered in Alphen aan den Rijn, the Netherlands.

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

For more information about our products and organization, visit www.wolterskluwer.com, follow @Wolters_Kluwer on Twitter, or search for Wolters Kluwer videos on YouTube.

Calendar

November 6, 2013 Third Quarter 2013 Scheduled Trading Update February 19, 2014 Full Year 2013 Results

Media Investors/Analysts
Caroline Wouters Meg Geldens
Corporate Communications Investor Relations
t + 31 (0)172 641 459 t + 31 (0)172 641 407
[email protected] [email protected]

Forward-looking Statements

This half-year 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.

Management Presentations – July 31, 2013 - www.wolterskluwer.com

Half-Year 2013 Results Presentation for Analysts and Investors - 10:00 AM CET. This event takes place at the Hilton hotel, Amsterdam and will also be simultaneously video webcast. Webcast details and conference call dial-in numbers can be found at www.wolterskluwer.com/investors.

Media Roundtable - 11:45 AM CET. This event will be held for members of the press at the Hilton hotel, Amsterdam and will be podcasted on the corporate website.

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