Stephane Bello
Analyst · RBC Capital Markets
Thank you, Jim, and it's a pleasure to speak with all of you today. Last year, I began by setting out the priorities for how I would lead the finance organization. What I said at the time is just as true today. It is imperative that the finance organization provides the leadership, control and transparency to support our businesses on the front line everyday. We made good progress in 2012, executing against these priorities, but there is obviously still more to do. Simplification is a key focus and includes simplification around processes, products, systems and even businesses. Jim spoke earlier about some of the accomplishments made last year by our financial business. The progress we have made both with regard to simplifying our product platforms, as well as our back-office systems, including moving the majority of F&R on one order to cash system. We are driving a similar simplification effort across professional businesses. For instance, Legal has been rolling out a more simple and transparent pricing structure for its core research product, and we've also launched an initiative aimed at consolidating over 240 different order-to-cash systems across professional into 1 single system by 2016. We launched this initiative last year in our IP & Science business, and we expect to implement additional deployments in other businesses this year. These are just some examples of the simplification initiatives we are pushing throughout the organization. Today, there is also greater transparency into the financial business. About 75% of its costs are now controllable and visible to the segment managers, who have the authority and accountability to make the day-to-day decisions required to help drive F&R forward. Collaboration has also improved. Where we see opportunities, we are more effectively leveraging assets across the company to drive growth. This is best reflected in the success of our global growth organization, working closely with each of our 4 business segments include 19%, 10% organic last year. Restoring our growth engine in F&R has been our #1 priority. We have made tangible progress by driving a more focused organic and inorganic capital allocation process. As Jim mentioned, we are encouraged by the positive momentum we are seeing, but F&R's revenue growth performance in 2013 will be lower than in 2012 due to the lagging impact of our net sales performance. For 2013, we expect better net sales than in 2012, which should lead to an improving growth performance in 2014. And lastly, today, we reported ongoing free cash flow growth of 20% and reported free cash flow growth of 8%. This performance is a direct result of our heightened focus on what we consider to be the most important metric to measure the financial success of our strategy. Now as Frank indicated earlier, I will speak to revenue growth before currency throughout today's presentation. Reported revenues are also highlighted on each slide. In addition, for comparability purposes with our previously reported results throughout 2012, today's results include the corporate services business in F&R and several small businesses, which we have sold or in the process of divesting. This makes sense from a 2012 reporting perspective, given that these businesses were included in the guidance we provided 1 year ago, and also because we managed these businesses throughout last year. However, these businesses are excluded from our 2013 guidance. And at the end of my presentation, I will provide a walk from our 2012 reported results to the 2012 restated results, which excludes the disposals and also reflect a couple of accounting changes we must adopt under IFRS. So turning back to our fourth quarter results. Revenues were 2% due to acquisitions. Organic revenues were unchanged from the prior period. EBITDA was up 11%, with the margin up 28.2%, representing an increase of 240 basis points. The margin improvement was primarily driven by the benefit of lower integration expenses and severance cost than incurred in 2011. Underlying operating profit increased 2%, and the margin was 19.6%, up slightly. For the full year, revenues rose 3% to $12.9 billion due largely to acquisitions. Organic growth was flat. Full year EBITDA increased 5%, with the margin up 100 basis points, driven by the same factors, which impacted the fourth quarter's performance. Underlying operating profit declined by 5%, with a decline of 130 basis points in margin. Now a new metric I would like to speak about is EBITDA less CapEx or as we refer to it internally, cash OI. This is a key metric we use to drive additional focus internally on the capital intensity of our business. Starting in 2012, cash OI, along with revenue growth and free cash flow, were the 3 metrics used in our annual bonus plans across the company. And last year, cash OI was up 7% and the related margin rose 110 basis points versus the prior year. We like cash OI because it treats both OpEx and CapEx investments equally. Any cash investments hits this metric immediately, whether you capitalize or expense the investment. So the increase of 7% in our 2012 cash OI relative to the 5% EBITDA growth is a reflection of lower CapEx spend last year, which was exactly what we were hoping to achieve with this new metric. Let me now spend a moment on another way to review revenue across the company. As you can see on this next slide, over 75% of our business segments delivered positive revenue growth last year. The 5 segments, which experienced declining revenues, were all in the financial business. Equities and Investment Management experienced the biggest declines. These are also the sectors for which we are introducing more functionality with Eikon in 2013. We did so in the first quarter for Equities, and Investment Management will be upgraded later in the year. Finally, we will exit our Corporate Service segment in the first half with the sale of that business to NASDAQ. And if we aggregate the green portions of the pie for the F&R business, they represent about 60% of F&R's total revenues and grew 6% last year. The professional businesses grew 6%, and actually, they were 8% if we exclude U.S. print, which is a good performance overall. Now let me review the fourth quarter results for our individual business segments, starting with Legal. Now as we discussed in prior earnings calls, growth in the U.S. legal research market continues to face headwinds, yet we continue to deliver strong performance in areas away from core legal research. We have now converted 76% of our annual contract value to WestlawNext, and close to 47,000 legal professionals are now WestlawNext customers. During the fourth quarter, Legal's overall revenues were up 2%, 1% on an organic basis. U.S. print revenues, which represent about $600 million in annual sales were down 5%. So excluding U.S. print revenues, Legal revenues were 4% in the fourth quarter, 3% organic. For the full year, Legal revenues were up 3%, out of which 1% was organic, and again, excluding U.S. print, revenue for Legal grew by 5%, 3% organic in 2012. EBITDA and operating profit increased for the fourth quarter and for the full year, with margins expanding slightly for both periods. Our Legal business continues to prudently manage its cost base in core legal research, as margins for the other faster growing businesses continue to improve as they gain scale. Let me provide a bit more color on this. Out of Legal's total revenue base of $3.3 billion, 40% or about $1.4 billion consists of core legal research sold to U.S. law firms. For perspective, that percentage was closer to 50% back in 2008. The remaining 60% of Legal's revenues grew 6%, both for the fourth quarter and for the full year, which reflects the success we have had in diversifying the business over the past 4 years by investing in faster growing geographies and higher growing adjacent markets. U.S. Law Firm Solutions, which is our largest subsegment at 54% of the total, increased by 1% for the full year, driven by a 12% growth in business of law services, offset by a decline in research-related revenues of 2%. In corporate, government and academic, revenues were up 3% for the full year, 2% organic. This was driven primarily by the strong performance of our legal process outsourcing business. And finally, our global legal revenues grew 8% for the full year, out of which 5% was organic, and this was once again driven by a very strong growth performance in Latin America, which was up 18% in 2012. Now on the prior slide, I spoke about how we have been diversifying our Legal business over the past 4 years from what used to be a very research-centric business towards what we refer to as a true solution business, in which our legal content is enhanced through broader software and service offerings. This strategy rested on a deliberate capital allocation process, which saw a fairly significant shift over the last few years, and this slide speaks to that point. Our U.S. core legal research business sold to U.S. law firms, including both online and print, represented 49% of Legal's total revenue base back in 2008. The other 51% of our revenue base back then included businesses such FindLaw, Elite, our corporate and government business, as well as our global businesses outside of the U.S. These businesses, in aggregate, grew by 7% per year on average over the last 4 years both through acquisitions and fast organic growth. As a result, these other businesses went from representing 51% of a revenue base in 2008 to representing a forecasted amount of 61% in 2013, and we expect that shift to continue over the coming years. I mentioned at the start of this year, we began allocating capital to these higher growth sectors 4 years ago. As you can see on this slide, the proportion of our capital investments going towards these higher growth segments has increased dramatically from 39% in '08 to a forecast 62% in 2013. Importantly, our Legal segment has been able to a higher level of investment in its growth businesses, while at the same time reducing total CapEx as a percentage of revenue from 7.6% in '08 to about 7.2% this year. Our early focus on WestlawNext kept us at the forefront of legal research innovation, and its success now enables us to deploy more capital to the promising growth areas that had been and will continue to drive growth over the next 5 years. The product of these investments is starting to show up, as we introduce new software-based products this year, including Concourse and Firm Central, a new generation of powerful matter-centric workflow tools. We applied an even bigger focus on growth sectors in our acquisition spending. Legal completed over 50 acquisitions over the last 4 years, including PLC, which just closed. Out of the amount we spent on these acquisitions, 97% has been in high-growth segments, 52% in growth sectors and 45% target towards international expansion. We are confident that continuing to focus our investment in these areas will enable us to meet and anticipate our customers' needs as we continue to build on a century-long legacy of innovation by connecting our unrivaled legal information with new software and service solutions in entirely new ways. Let me now turn to the results of our Tax & Accounting business. For the quarter, revenues were 4%, but organic growth was only 1%, unusually low for this business. This is explained by the fact that a strong underlying performance by 95% of the business was matched by a lumpy government contract revenue flow and a difficult period-on-period comparison. Government revenues, which represent about 5% of Tax & Accounting revenues, declined over 50% during the fourth quarter versus the year-ago period. The remaining 95% of the Tax & Accounting business grew 6% organically in the quarter. This lower-than-expected growth was nearly entirely due to the slowing of government-related contracts and the signing of a large government software sale in Q4 last year that did not reoccur this year. Let's look at this more closely on the next slide. For the full year, revenues grew 16%, 5% organic, and full year organic revenue growth was 7%, excluding government, and speaks to the growing global Tax & Accounting market and the demand for our products. On this slide, you can see how well each of the other segments performed for the year. Corporate revenues were up 18%, 10% organic. Professional grew 18%, with organic growth of 8%, and knowledge solutions was up 9%, with organic growth of 4%. On the other hand, government organic revenues were down 29% in 2012. Now turning back to the reported numbers. In the fourth quarter, EBITDA declined by 4%, and EBITDA margin was 37.3%, a 260-basis-point decline. Excluding government, EBITDA grew 9%. Fourth quarter operating profit decreased 6%, and the operating margin declined by 300 basis points. Excluding government, net margin increased 30 basis points. Full year EBITDA growth was 13%, as margin declined 40 basis points. If you exclude government, EBITDA growth was close to 20%, which would have translated into an EBITDA margin improvement of more than 100 basis points for the full year, a strong performance. Full year operating profit increased 10%, and the margin declined 100 basis points. And once again, excluding government, the margin would have increased by 100 basis points. The long-term prospects for our government tax automation business remain positive, so we are not changing our long-term strategy in that space just because of timing issues in any given period. Now turning to IP & Science. Revenues grew 12% in the fourth quarter, with organic growth of 3%. Growth was driven by our Scientific & Scholarly Research business, which was up 7% organically, and bio life science business, which was up 6%, all organic. Revenues in our IP Solutions business were up 20%, primarily driven by the MarkMonitor acquisition. Organic revenues were flat for the quarter, primarily due to weak transaction revenues in our trademark business. For the full year, IP & Science revenues grew 6%, of which 3% was organic. Now subscription revenue growth was very strong for the year, but transaction revenues were softer than expected, and you can clearly see this dynamic on this next slide. Given the weaker global economy, customers are focused on controlling their discretionary or transaction spend. For IP & Science, full year 2012 transactional revenues represented about 25% of the total, and these revenues declined by 4%. On the other hand, subscription revenues, which represented about 3/4 of the total, continued to perform well, growing 9%, out of which 5% was organic. And in fact, organic revenue growth for IP & Science subscription revenues has been in the mid-single digits for the last 6 quarters. IP & Science's EBITDA and operating profit both increased for the fourth quarter. However, EBITDA and operating margins declined due to the dilutive impact of the MarkMonitor acquisition. And for the full year, EBITDA grew by 2%, with an 80 basis points decline in margin, while operating profit declined by 1%, with a 150 basis point decline in margin. Let me remind you that we have previously said that the MarkMonitor acquisition would have a dilutive impact on EBITDA margins in 2012 and 2013, but is expected to become accretive in 2014. Turning to Finance & Risk, the fourth quarter revenues were up 1%, with 2% coming from acquisitions. As such, organic revenues declined by 1% during the quarter. Recurring revenues, which represent about 75% of F&R's revenue base, were down 1%, as the benefit of this year's price increase was offset by the impact of negative sales -- negative net sales over the course of the year. Recoveries were flat and Outright revenues, which together accounted for 13% of total revenues, were up 9%, led by our GRC business. Finally, transactions revenues, which represented 12% of the total, were up 12% due to acquisitions of FXall and Rafferty. Organic transaction revenues declined by 1%, reflecting lower market volumes versus last year. Fourth quarter EBITDA and operating profit both increased as F&R benefited from tighter cost controls and lower reorganization costs that were incurred in the prior-year period. EBITDA margin and operating profit margin expanded 150 basis points and 70 basis points, respectively. For the full year, revenues also grew 1%, with 2% from acquisitions and a 1% decline in organic revenues. EBITDA was down 7%, with the margin declining 140 basis points, and the operating profit was down 13%, with the margin down 220 basis points due to the declining organic revenue and a $50 million increase in depreciation and amortization versus the prior-year period, resulting from new product launches. Now I'll briefly review the results for the individual segments within our financial business. Trading's fourth quarter revenues declined 3%. The Commodities & Energy and data feeds and Elektron Managed Services businesses were all up. However, this was offset by desktop cancellation in Equities and Fixed Income and lower revenues in Omgeo related to lower transaction volumes. Investors revenues were flat for the quarter. Enterprise Content and Wealth Management revenues were up 9% and 5%, respectively. Banking & Advisory was flat and Corporate Services declined 3%. Lastly, Investment Management revenues declined 7% due to the flow-through from negative net sales. Marketplaces revenues increased 11%, driven by acquisitions, and organic revenues were flat. And our Governance, Risk & Compliance business continues to perform strongly, with organic revenues up 18% in the quarter and 17% for the full year. Demand continues to be strong across the business. Lastly, a small housekeeping item. In 2013, all of our $1.4 billion of FX-related revenues will be managed and recorded in Marketplaces. Our restated results on our IR website reflect this change of moving about $550 million of revenues from Trading to Marketplaces. Foreign Exchange is a strategic priority for us, and we have the assets to provide a powerful integrated offering that is a winning end-to-end proposition for the market and our customers. Now let me turn back to our consolidated results. Adjusted EPS for the fourth quarter was $0.60 per share, up $0.06 from the prior year, primarily due to the elimination of integration expenses and higher underlying operating profit. These 2 factors contributed to an $0.08 increase in EPS. This was partially offset by higher effective tax rate this quarter versus a year ago, 12% compared to 10%. Our full year 2012 adjusted EPS was $2.12 per share, up $0.16 versus the prior year, driven again by the elimination of integration expenses incurred in 2011, and offset by lower operating profit. These 2 factors combined have a positive impact of $0.08 on full year EPS, and the balance of the full year of this increase was primarily due to lower tax rate. And finally, currency had a $0.04 negative impact on full year EPS. Free cash flow for the full year increased 8%, in line with our guidance of 5% to 10% growth, and we are particularly pleased to report that free cash flow from ongoing businesses increased by 20% and was at the top end of our guidance of 15% to 20% growth. The year-over-year improvement was primarily attributable to the elimination of integration spending, lower cash taxes and our increased focus on cash OI, as we described earlier. Let me now turn to 2013. We thought that it would be helpful to provide a walk from our 2012 actual results to our 2012 restated results, and we will use these restated results as the basis for our 2013 outlook. So moving from left to right on this slide. We first remove disposals. The numbers in that column reflect primarily the impact of our corporate services business, which we sold to NASDAQ. There are also several small disposals across the business, which make up the balance. In aggregate, these divestitures have an $0.11 per share impact on our 2012 results. For perspective, we expect to generate gross profit of about $0.5 billion for these businesses, which we will collect in 2013. We then have 2 required IFRS adjustments. The first is the removal of $19 million or $0.02 per share related to joint ventures that must now be accounted for as equity investments. This relates principally to our equity interest in Omgeo. The second adjustment is a noncash pension accounting change that became effective on January 1. Under the new rules, the return on pension assets must be computed using a rate of return equivalent to a portfolio comprised of high-quality corporate bonds, with the same interest rate used to discount the pension liability. This results in a net decrease to pretax income of $111 million or $0.10 per share after tax. Because we are also reclassifying the net interest component of our pension expense to interest expense, this results in an operating profit for 2012 being reduced by $48 million and restated interest, again, noncash, increasing by $63 million. Due to these changes, our 2013 results will be lower than we would otherwise have reported. A bit more on free cash flow and our expectations for 2013, having now just walked through our restated financials for 2012. As Jim mentioned earlier, we expect to incur about $100 million of severance cost this year, and divestitures executed in 2012 and 2013 would also continue to negatively impact free cash flow in 2013, as shown on this slide. This negative impact occurs as we only receive cash flow from the businesses during the period of the year in which we own them. And as you can see, cash from disposed businesses is forecasted to drop by about $140 million in 2013 from $180 million to $40 million. Now the exact timing of when these sales close will determine their ultimate contribution. Despite this negative impact of $240 million, we are targeting free cash flow to be in line with 2012, coming somewhere between $1.7 billion and $1.8 billion. This effectively implies that we are also targeting another year of strong improvement in the free cash flow from our ongoing businesses, more than covering the $100 million in severance cost we will be taking. As I have said before, free cash flow is the most important metric to track our ability to create value for our shareholders while also fueling reinvestments back into the business and returning capital. In 2012, we made good progress, but there is far more to accomplish, and we will continue to increase our efforts across the organization to ramp up free cash flow growth. Now Jim has already provided our outlook for 2013 for most of the metrics on this slide, but there are 3 items I'd like to address. First, we expect our depreciation and amortization expense to increase by about $100 million from the 2012 level, reaching approximately 9.5% of revenues. This is primarily due to additional depreciation and amortization related to Eikon, Elektron and software amortization from acquisitions. As a result, our underlying operating margin is expected to range between 16.5% and 17.5%, down from last year's 17.7% restated number. These are noncash costs embedded in our balance sheet primarily for past investments that we have no ability to alter. However, what we can control and what we focus in the organization on is our cash OI performance, i.e, our EBITDA minus the CapEx investments that we are making this year. As I said earlier, cash OI was up 7% in 2012 as we increased our focus on managing capital investments. Our CapEx, as a percentage of revenues, was 7.6% in 2012, and we expect a similar performance in 2013, with a lower level than we experienced back in 2009, 2010 when CapEx, as a percentage of revenue, was closer to 9% on average. As stated earlier, we have turned the focus of the organization more squarely on this cash metric, and the impact on our D&A expense will become visible in future years, but not yet in 2013. Second, interest expense is expected to range between $470 million and $490 million, and this projected range includes the noncash component related to the required IFRS pension accounting adjustment. This means that cash interest expense will be about $60 million to $70 million less than total interest expense. Cash interest expense is expected to be similar to 2012. And third, we expect our effective tax rate to range between 11% and 13% for the full year. Now I'd like to remind you that this effective tax rate understates the amount of cash taxes we paid. In other words, our cash tax rate was higher than our effective tax rate over the last couple of years, which is mostly attributable to the fact that the number of noncash expenses we booked under IFRS, including pension expense and the $620 million amortization expense for intangible assets related to acquisition activity, are not deductible from a cash tax perspective, and this explains why we paid higher taxes than our effective tax rate may imply. So in conclusion, let me share with you the key priorities I presented to my finance team last month for 2013. First, driving for growth remains our top priority, and we will continue to do this organically and through tactical acquisitions. To achieve this, we will keep shifting our revenue mix from mature businesses to higher growth businesses as we have successfully done in our professional business for several years now. Second, we are aggressively focusing on our cost structure, as we seek to cut our cloth according to our plot, to use James' now famous expression. In the year ahead, we will continue to look for ways we can streamline costs and increase free cash flow by making improvements to our infrastructure that can deliver meaningful savings. And lastly, we continue to simplify our systems and processes across the organization. We made some early progress in 2012, but there's more opportunity to simplify and reduce costs. And as Jim said, we entered 2013 in a much better place than we were a year ago, and we are on track with regard to our turnaround efforts. With that, let me turn it back over to Frank.