Stephane Bello
Analyst · JPMorgan
Thank you, Jim, and good morning or good afternoon to you all. As Frank indicated earlier, I will speak to revenue growth before currency throughout today's presentation. So this first slide provides a snapshot of our fourth quarter and full year results on a reported basis. These reported results reflect the impact of the charge we took during the fourth quarter, consistent with what we announced last October. And as you have read in our press release, this charge had a $260 million impact at the EBITDA level and a $275 million impact at the operating profit level. Our fourth quarter revenues were up 1% due to acquisitions. Organic revenues declined 1% primarily due to the continuing lag effect from negative net sales in our Financial segment. Overall, our Professional businesses grew 5% during the quarter, 2% organic, while F&R declined 2% and was down 3% organically. For the full year, revenues were up 2% due to acquisitions. Organic revenues declined 1% due to the same drivers that impacted Q4. Now adjusted EBITDA on a reported basis in Q4 was down to -- 32%, and our EBITDA margin was 18.7%. This decline was primarily due to the charge I mentioned earlier. Foreign exchange had a 50 basis point positive impact in the quarter. Adjusted EBITDA for the full year was down 7%, and the margin declined 210 basis points. And here, foreign exchange had a 20 basis points positive impact on EBITDA margin for the full year. Underlying operating profit in Q4 declined 50%, again primarily due to the $275 million charge. And for the full year, operating profit declined 15%, impacted by the aforementioned charge and increased depreciation and amortization expenses. Now for the remainder of this presentation, as Frank mentioned, I will be speaking to our results excluding the charges include -- incurred in our fourth quarter results since these results are comparable to the full year 2013 outlook we did provide in February of last year. So let me focus on the results highlighted in the orange-framed box on each slide, which excludes the Q4 charges. Adjusted EBITDA was down 3%, and the margin declined 90 basis points due to a 1% decrease in organic revenue growth. The EBITDA decline was primarily related to the Financial and Legal businesses, which I will explain in more detail in a moment. Underlying operating profit was down 5%, and the margin was down 100 basis points. Free cash flow for the quarter was $714 million, up 1% from last year, and earnings per share was $0.49 as compared to $0.54 in Q4 last year primarily due to the decline in underlying profit and to a higher tax rate. For the full year, and again excluding fourth quarter charges, adjusted EBITDA grew by 1%, and the margin went down 10 basis points. Let me remind you that the numbers on this slide exclude the charges we took in Q4, but they do include $97 million of severance charges we took over the first 3 quarters of the year. The margin declined only 10 basis points despite the negative organic revenue decline and, despite about $100 million of severance expenses, reflects the progress we are making to take costs out on a sustainable basis. Underlying operating profit declined by 2%, and the margin was down 50 basis points primarily related to the charges across the first 3 quarters and to the increase in depreciation and amortization I mentioned earlier. Free cash flow was $1.7 billion, excluding the $500 million voluntary pension contribution that we made in the fourth quarter. This was down slightly from last year's free cash flow performance. The primary driver for the free cash flow decline was the loss of about $150 million of free cash flow from divested businesses. The free cash flow from our ongoing businesses was actually up 7% or over $100 million for the year. Now let me provide you with some additional color on the performance of our individual businesses, starting with our Legal segment. The U.S. legal market remains challenging. Demand for legal services, as measured by Peer Monitor, was down 1% in 2013 following a flat year in 2012. During the quarter, our Legal business grew 2% but was down 2% organically. This organic revenue decline was due to 2 main factors. First, as expected, U.S. print continues to be a drag on overall performance. Our U.S. print business was down 5% in the quarter. As Jim mentioned, this is a structural decline which we do not expect to turn around in the foreseeable future. However, the silver lining is that U.S. print represents an increasingly smaller portion of our overall Legal business. It represented about 15% of Legal's total revenue in 2013, down from about 24% back in 2008. As such, the impact of U.S. print on Legal's overall revenue growth performance should continue to diminish over time. The second factor which negatively impacted Legal's revenue growth in the quarter was our Latin America business. Overall, our Legal business in LatAm was down 10% organically in 2013, with most of the decline taking place in Q4. And this decline is due to a combination of factors: First, we are seeing a slowdown in emerging markets, which is also impacting the legal publishing market in LatAm. And second, we are in the process of rolling out a new Order-to-Cash system across our Legal and Tax & Accounting businesses in Latin America. And as part of this project, we are also harmonizing tighter commercial policies in the region. The implementation of these common processes, policies and systems is causing some short-term pain on our performance, but they are essential in solidifying the platform we have established in the region, and they will position us for strong growth in the future. As the last phase of the new system implementation is scheduled for Q2, we expect some additional short-term pain this year, but we remain confident in the growth prospects of our LatAm business in the long term. If you exclude the impact of print in the U.S. and in Latin America, Legal's organic revenue growth would have been positive 1%. Subscription revenues, which account for 70% of total Legal revenues, were up 7% in Q4, 1% organic. And transaction revenues, which are 13% of the revenues, these were down 13% primarily due to lower book sales in Latin America. Turning to our profitability metrics. Legal's EBITDA decreased 6%, and the margin was down 270 basis points in Q4. The margin decline was due to the revenue decrease in LatAm, the dilutive impact of the Practical Law acquisition and the decline in core legal research. Finally, operating profit decreased 9% due to the same factors. Although we've made every effort to offset the negative revenue mix impact through cost savings, the decline in Latin American revenue, combined with the dilutive impact of an acquisition the size of PLC, overshadowed these efforts in the fourth quarter. For the full year, our Legal business grew 3% and was down 1% organically. Excluding U.S. print, which declined 6% for the full year, revenues grew organically. Subscription revenues, again 70% of total Legal revenues, were up 8% for the year and up 2% organically, which reflects expanding sales in our newer lines of business, somewhat offset by a continued challenging core legal research market. And transactional revenues, which represented 14% of the total Legal revenues for the full year, were down 5%, again primarily due to lower book sales in Latin America. Now again, looking at our profitability metrics for the full year, Legal's EBITDA decreased 1%, and the margin was down 150 basis points. And as you can see on this slide, we experienced a 300 basis points decline in our margin due to the combined effect of the revenue decline in our Latin American business, the dilutive impact of the PLC acquisition and the decline in print, with each of these 3 factors contributing to a decline of about 100 basis points individually, of 300 basis points combined. And we're able to offset about half of this decline through an improvement in profitability in our growth businesses and through expense savings. Finally, operating profit decreased 3%, and the margin also declined 150 basis points. Now for 2014, we estimate that Legal's EBITDA margin will be flat to down slightly from its 2013 level as we only experience the year-on-year impact of the PLC acquisition for the first couple of months of the year. And finally, here's a more detailed look at the performance of our 3 subsegments within Legal. U.S. Law Firm Solutions' revenues were flat and down 1% organic. This is our largest subsegment, representing just over 50% of Legal's revenues for the year. Within that subsegment, Business of Law increased 7%, driven by strong growth from FindLaw and Elite, while research-related revenues were down 1%. The second subsegment, Corporate, Government & Academic, which is about 1/4 of the total, was up 1% for the year. And the last subsegment, Global Legal, which is also 1/4 of the total, achieved revenue growth of 14%, driven by the acquisition of PLC. It was down 1% organically given the decline in Latin America. Now turning to our Tax & Accounting business, that segment delivered another strong quarter. Revenues grew 11%, of which 7% was organic, driven by strong growth across all segments. Recurring revenues, about 85% of Tax & Accounting's revenue base, grew 7% organically. And transaction revenues grew 6% organically. From a profitability standpoint, EBITDA and operating profits were each up 10% in the quarter with the related margins up 40 and 50 basis points, respectively. For the full year, revenues were up 9%, 5% organic. EBITDA was up 10% with an 80 basis points margin improvement, while operating profit was up 12% with the margin up 90 basis points. And finally, as you can see on this slide, we achieved strong growth in the Tax & Accounting business for the full year across each segment except Government. However, we did see the start of a turnaround in the Government business in the fourth quarter as revenues increased 7%. We implemented a number of changes to that business in the second half of the year, including a new management team, and we expect that this business will continue its turnaround in 2014. Turning to IP & Science. Fourth quarter revenues grew 11% with organic revenue up 9%. Each of the IP & Science businesses recorded good organic growth for the quarter. There were several large contracts signed by our Life Sciences and our Scientific & Scholarly Research business in the quarter that did drive the growth. The strong revenue growth led to a 17% increase in both EBITDA and operating profit. As I have said previously, full year results are much more representative of the performance of the business. And on a full year basis, revenues were up 11%, 4% organically. EBITDA grew 8% with the margin declining 60 basis points due to the dilutive impact of the MarkMonitor acquisition. Operating profit grew 6% with the margin declining 100 basis points. Now we have shown this last slide in prior quarters, and we've just updated it to show you the full year balance between subscription and transactional revenues for IP & Science. As you can see, the majority of the revenue is subscription based and showing strong growth. Subscription revenues in the fourth quarter were up 8%, all organic, and represent about 3/4 of IP & Science's total revenue base. Transaction revenues in Q4 were up 16% due to several large onetime deals that were closed in the fourth quarter. And for the full year, subscription revenues were up 12%, out of which 5% was organic, driven by strong growth from Life Sciences and Scientific & Scholarly Research, both of which were up 7%. And finally, transaction revenues for the year were up 6%, of which 4% was organic. Financial & Risk revenues were down 2% with a 1% contribution from acquisitions. So organic revenue was down 3%. These declines reflect the continued impact of our sales performance over the past 12 months and a repeat of the lower transaction volumes we saw in the third quarter. Recurring revenues, which are 76% of the total, declined 2% organically. Transaction revenues increased 2%, but they were down 4% on an organic basis as a result of lower volumes across the industry. As we noted in Q3, this decline in transactional revenues is largely market related. Recoveries, which are about 10% of total revenue, declined 5% due to a combination of desktop losses and the fact that some exchanges have moved to billing customers directly. As a reminder, recoveries are low-margin revenues. The EBITDA margin was down 100 basis points, and the operating margin was down 140 basis points. As we said on the third quarter call, we did not anticipate the same margin improvement in Q4 as we saw in Q3, but this decline was in line with our expectations. That said, we expect improvement in the trajectory of the EBITDA and OI margins for F&R to continue, and our full year margin performance is far more indicative of the underlying expense savings the business is achieving. So for the full year, Financial's revenues were down 1% with a 2% contribution from acquisitions. So organic revenues were again down 3%. Recoveries contributed to 50 basis points of the organic revenue decline with the remainder a result of the sales performance in the second half of 2012 and the first half of 2013. Adjusted EBITDA declined 4%. Let me remind you that these results include $73 million of severance charges that were incurred in the first 3 quarters of the year. So Financial & Risk's full year EBITDA margin declined a modest 40 basis points for the full year despite a 3% decline in organic revenues and despite incurring $73 million of severance charges. It is a testament to the success the F&R team is having in taking costs out by effectively managing headcount, shutting down platforms and operating more efficiently. Underlying operating profit was down 8% with the margin decreasing by 90 basis points. And depreciation and amortization was up $26 million compared to the prior year. By the end of the fourth quarter, we had installed 122,000 Eikon desktops with essentially all legacy 3000 Xtra customers upgraded to Eikon. So F&R almost tripled the number of installed Eikon desktops from 45,000 at the end of 2012 to 123,000 as of today. As we had said before, the light [ph] between billed and installed Eikons would be eliminated over time, and you can see that, that was the case as of January 31. Now here is an update on a slide we presented last quarter. You can see on this slide that at year-end 2013, 55% of our Financial desktop revenue base has now been upgraded to Eikon. This represents about $1.7 billion in annual revenue. The remaining 25% which is still to be upgraded represents largely Thomson ONE accesses [ph], and it is expected to be completed over the next couple of years. As such, reporting the quarterly increase in Eikon desktop will be a less relevant metric going forward now that all the 3000 Xtra terminals have been upgraded. As a reminder, desktop revenues make up around 45% of the total revenue of Financial & Risk. Now I'd like to update you on our capital position, free cash flow and earnings. And as Jim said, 2013 was a very active year from a capital structure standpoint. We issued $2.8 billion of debt in 2013, including $800 million to redeem and pre-fund some bonds maturing October 2014. Through these various transactions, we took advantage of the very favorable interest rate environment to extend the average maturity of our debt portfolio from 7 to 9 years while at the same time reducing our average interest rate to about 5%. We ended up the year with a net debt-to-EBITDA ratio of 2.1x, and we had $6.7 billion of net debt outstanding. We also bought back $400 million of our outstanding shares, out of which $300 million was executed in the fourth quarter alone. And this puts us well on our way to achieve $1 billion buyback target by the end of 2014. Free cash flow for the full year was about $1.2 billion, and this number included the voluntary $500 million pension contribution, about $27 million of severance payments made in the fourth quarter, as well as the loss of $150 million related to disposals. So full year 2013 ongoing free cash flow, which excludes the pension contribution and severance payments, was $1.6 billion, $100 million higher than in 2012, representing a 7% year-on-year increase. Adjusted EPS for the fourth quarter was $0.21 per share, down $0.33 from the prior year primarily due to the $275 million of charges incurred in the fourth quarter. Excluding these charges, EPS for the quarter was $0.49. A higher tax rate had a negative $0.02 impact on EPS during the quarter, and currency had a positive $0.01 impact in the quarter. Full year 2013 adjusted EPS was $1.54 per share, down $0.35 versus the prior year, driven again by the severance expenses incurred in the fourth quarter. Excluding fourth quarter charges, full year EPS was $1.83. And currency had no impact on full year EPS. Now Jim has presented our key metrics for the 2014 outlook, so I will speak to those that he did not address. Capital expenditures are expected to remain at approximately 8% of revenue, similar to 2013, and I'd like to remind you that CapEx has remained flat since 2011. Interest expense is expected to range between $450 million and $475 million and reflects lower interest rates resulting from debt refinanced in 2013. The projected interest expense is comparable to 2013 despite an expected increase in average debt outstanding. And we forecast that our effective tax rate will range between 13% and 15% in 2014, up slightly from 12% in 2013. Now I would like to remind you that we historically pay more in cash taxes than our effective tax rate may imply. For instance, our cash taxes in 2013 were over $300 million as compared to the $87 million booked tax expense based on our effective tax rate. This is somewhat unusual and attributable to multiple factors. For instance, a number of noncash expenses we book under IFRS, including amortization expense for intangible assets related to most of our acquisition activity. These expenses are not deductible from a cash perspective. Also, we obviously continued to pay cash taxes on the businesses we are in the process of divesting, but we exclude the results from these businesses and the associated taxes from our adjusted earnings. Finally, 2 important reminders. First, our EBITDA and OI margin outlook for 2014 include about $120 million of charges announced in Q3, which we expect to take over the balance of the year. Most of these charges will consist of severance expenses and additional lease write-downs we will take in connection with the lower headcount. Second, our free cash flow projection reflects the cash impact of the charge we took in Q4 and the majority of the additional $120 million charge we expect to take throughout 2014. And we expect the total cash impact of this charge to be around $300 million on a $240 million free cash flow performance. And finally, our 2014 cash flow will also be negatively impacted by loss of about $75 million of cash coming from the businesses we divested last year. So our free cash flow projections for 2014 reflects the impact of these 2 items, which in aggregate amounts to close to $400 million. With that, let me turn it back over to Jim.