Wolters Kluwer Nv

Hello everyone and welcome to the Wolters Kluwer full year 2022 results webcasting conference call. My name is Daisy and I'll be your coordinator for today's event. Today's conference is being recorded. Please note for the duration of the call your lines will be on listen only. You will have the opportunity to ask questions at the end of the call. This can be done by pressing star 1 on your telephone keypad to register a question. At any time if you require assistance please press star zero and you'll be connected to an operator. I will now hand the call over to your host, Meg Gelden, Vice President of Investor Relations, to begin today's conference. Please go ahead, Meg. Thank you.

Thank you, Daisy. Good morning and welcome, everyone, to Volterskuller Full Year 2022 Full Year Results Call. Today's earnings release and the slides for this presentation are available on our website, volterskuller.com. With us on the call today are Nancy McKinstry, our CEO, and Kevin Endrigan, our CFO, who will discuss our 22 results and will take your questions at the end. Before we start, I'll remind you that some statements we make today may be forward-looking. We caution that these statements are subject to risks and uncertainties that may cause actual results to differ materially from those indicated in the statements. Factors that could affect our future financial results are discussed in note two of today's release and in our annual report. As usual in the presentation today, we will refer to adjusted profits, which exclude non-benchmark items. We also refer to growth in constant currencies, which excludes the effect of currency movements. And we refer to organic growth, which excludes both the effect of currency and the effect of acquisitions and divestments. Reconciliations to IFRS can be found in Note 3 of today's release. At this time, I'd like to hand the call over to Nancy McKinstry.

Thank you, Meg. Hello, everyone, and thank you for taking the time to join us on this call. I will start by giving you the key highlights of 2022, then Kevin will take you through the financials in more detail. After that, I'll come back to discuss divisional developments and the progress that we've made against our strategy, including the creation of a new division comprised of four of our enterprise software units. I will then finish with an outlook for 2023. So let me start with the key highlights of 2022. I'm pleased to say that 2022 was a good year for us on many fronts. We sustained organic growth of 6% and drove a significant increase in our adjusted operating profit margins. Excluding the favorable effect of the stronger US dollar, we delivered 8% growth in diluted adjusted earnings per share in constant currencies. Adjusted free cash flow was 1.2 billion euros, an increase of 7% in constant currencies. ROIC improved to 15.5% and the balance sheet remains very strong. We returned more than 100% of our free cash flow to shareholders in the form of dividends and share buybacks. We also made significant progress on strategic and ESG goals. Expert solutions grew 9% and now represent 56% of our total revenues. We increased both our employee engagement and belonging scores by 1% last year. And we made very important progress against our TCFD roadmap, completing an assessment of our greenhouse gas footprint and submitting our near-term targets to the science-based targets initiative for validation. We also prepared plans to create a new division called Corporate Performance in ESG to leverage market opportunities and synergies. I will come back on all of these developments, as well as the divisional highlights and the outlook. But first, Kevin will present the financials in more detail.

Thank you, Nancy. Let's start with the financial highlights on slide six. Full year 2022 revenues were 5,453,000,000 euros, an increase of 5% in constant currencies. Organic revenue growth was 6% in line with the prior year. Adjusted operating profit was €1,424,000, an increase of 7% in constant currencies. The adjusted operating profit margin improved by 80 basis points to 26.1%. Diluted adjusted earnings per share increased 8% in constant currencies. Adjusted free cash flow was €1,220,000, an increase of 7% in constant currencies. Including the effective currency, most notably the stronger US dollar, adjusted free cash flow increased 21%. We ended the year with net debt to EBITDA ratio of 1.3 times. These strong results led to a step up in return on invested capital to 15.5%. Let's look at revenues more closely on the next slide. As you can see on slide seven, all four divisions contributed to a year of robust organic growth. Health grew 5% organically compared to 7% in 2021. This reflected the continued high single-digit growth in clinical solutions, while learning, research, and practice slowed due to a challenging comparable created by the ASCO journal added in 2021. Tax and accounting delivered 9% organic growth, accelerating from 6% a year ago. Across both corporate performance and professional tax and accounting, cloud-based software solutions achieved double-digit organic growth. Governance risk and compliance delivered organic growth of 4% compared to 6% a year ago. This was supported by robust growth in recurring revenues as GRC's total Transactional revenue saw significantly slower growth compared to a year ago. Finally, legal and regulatory recorded 5% organic growth versus 3% a year ago, benefiting from strong performance in software and digital information solutions. Let's turn to slide eight to review revenues by type. The chart on the left of this slide shows our recurring revenues, which together make up 80% of group revenues. Of these recurring revenues, digital and service subscription, shown in blue, make up 72% of group revenues. This significant revenue stream required 8% organic growth in full year 2022 after slowing slightly in the second half. Print subscriptions were down 4% for the year after improving in the second half. while other recurring revenues in gray were up 2% organically for the year. On the right hand of the slide, you will see our non-recurring revenues, which make up 20% of total revenues. Of these non-recurring revenues, GRC legal services transaction revenues, shared by the dashed red line, declined 1% organically in 2022, compared to a growth of 21% the year before. GRC financial services transaction revenues, shown here by the dotted red line, increased 2% organically in 2022, or 11% if we exclude the PPP program. This strength on the financial service side was due to continued double-digit growth in lien search and filing volumes, which more than offset a sharp decline in U.S. mortgage volumes. Current revenues represented by the solid dark red line includes on-premise software licenses and implementation fees, as well as outsourced professional services. This non-recurring revenue stream was quite strong in 2022, up 7% organically versus 4% the year before, mainly driven by higher licenses and implementation fees for Tagedica and Avalon, but also hire outsourced professional services in tax and accounting. Let's turn to divisional margins on slide nine. As mentioned, the adjusted operating margin increased 80 basis points to 26.1%. Three divisions saw improved margin, while legal and regulatory posted a small margin decline due to one-time items in both years related to the Netherlands pension. If we exclude those one-time items, legal and regulatory would have seen an increased margin. Across the board, the margin increase was driven by a favorable currency increase, operational gearing, and the continued shift in business makes. Of the 80 basis point improvement margin, half was due to favorable currency makes. These factors more than offset an increase in operational costs, including an increase in product development spending. Now, let's turn to the rest of the income statement on slide 10. Adjusted net finance costs were 56 million euros lower than the prior year, mainly due to higher interest income on cash balances. Adjusted net financing costs included a 5 million euro net foreign exchange loss, mainly related to the translation of intercompany balances. This non-cash loss was lower than we had guided in early November 22, as the U.S. dollar reversed course and depreciated in the final two months of the year. The benchmark tax rate on adjusted pre-tax profit increased to 22.6%, This increase was mainly due to new restrictions on tax deductibility of finance costs in the Netherlands. All 2021 had benefited from a one-time release of contingencies following the closure of tax orders. Adjusted net profit after tax was 1 billion and 59 million euros, up 20% overall and up 6% in constant currencies. And lastly, The alluded adjusted EPS increased 8% in constant currencies to 4 euros and 14 euro cents. This reflected the increase in adjusted net profit and the lower weighted average shares outstanding due to our share buyback program. Now turning to cash flows on slide 11. Our cash conversion ratio was strong at 107%, but down from the prior year as we expected. CapEx was 295 million euros, up 16% in constant currencies. CapEx spending was 5.4% of group revenues, which was within our guided range of between 5% and 6% of revenues. Cash interest paid was 45 million euros, lower than a year ago due to the interest income mentioned earlier. Cash taxes increased to 289 million euros, reflecting the increase in net profit and the new U.S. tax rules on the capitalization of R&D. Net cash outflows related to restructuring were only €12 million, less than half of the outflows in 2021. All in all, adjusted free cash flow was €1,220,000,000, up 21% in reporting currencies and up 7% in constant currencies. Now, let's turn to the uses of cash on slide 12. More than 150% of adjusted free cash flow was returned to shareholders in the form of dividend payments and share by vets. Dividends totaled 424 million euros. Acquisition spending totaled 95 million euros, largely related to the acquisition of IDS and governance risk and compliance. Net cash proceeds from divestments generated 103 million euros, primarily related to the sale of our French and Spanish legal and regulatory publishing assets. And cash deployed toward last year's buyback amounted to 1 billion euros. We ended the year with a slight increase in net debt and a net debt to EBITDA ratio of 1.3 times. Let's turn to our proposed dividend for 2022 and our share buyback plans for 2023 on slide 13. In view of the continued good financial performance and our balance sheet position, we are proposing an increase to the total 2022 dividend per share by 15% to one Euro and 81 Euro cents per share. This would be the final dividend to one euro and 18 euro cents per share, subject to shareholder approval at our annual general meeting in May. With regard to our share buyback plan for 2023, we are today announcing our intention to repurchase up to 1 billion euros in shares this year. This amount, 100 million euros, has already been completed in January and February. We have a third party mandate in place to repurchase 160 million euros starting this Friday through the end of April. So now to sum up results. 2022 was a good year financially. We delivered robust organic growth of 6% and 80 basis point increase in the margin. The strong operating results and the lower share count drove 8% increase in diluted adjusted EPS and constant currencies. Return on invested capital stepped up to 15.5%. Adjusted free cash flow increased to 1.2 billion euros, up 7% in constant currencies. And of this, more than 100% was returned to shareholders in the form of dividends and share buybacks. We finished the year with a net debt to EBITDA ratio of 1.3 times. And now I'd like to turn the call back over to Nancy.

Thank you, Kevin. Let's begin with a review of the key developments for the four division, starting with health on slide 16. Health delivered 5% organic growth and improved its operating margin by 70 basis points, benefiting from the continued shift towards clinical solution and favorable currency mix. Slowing modestly after the strong performance in 2021, of 8% growth. Up to date drove high single-digit organic growth driven by renewals and new customer wins. Our drug databases delivered good organic growth and EMI, our patient engagement offering, saw a marked improvement with high single-digit growth. Legal research and practice delivered 3% organic growth against a tough comparable created by the ASCO journal publishing contract implemented in early 2021. Our medical research platform, Ovid, delivered strong organic growth driven by subscription renewals. We expanded our open access offering with the acquisition of IJS Publishing Group. Our digital nursing education and practice business delivered 6% organic growth and an early 2023, we extended our test preparation solutions with the acquisition of Nurse Tim. Turning now to tax and accounting on the next slide. Tax and accounting delivered 9% organic growth, accelerating from 6% a year ago. This was led by strong performance of our cloud-based software solutions. The margins increased by 80 basis points, reflecting operational gearing, and a favorable currency mix. Corporate performance grew 15% organically, led by CCH Tagedic, which was up 19%. CCH Tagedic, Vanguard, and our US corporate tax units have now been fully integrated, bringing increased scale to our North American position in corporate performance. Our North American professional tax and accounting business grew 9% organically with continued success from our cloud CCH access suite, combined with a strong year in outsourced professional services and transactional fees. The European and rest of world professional and tax and accounting businesses delivered 6% organic growth. In Europe, we continue to build out our cloud collaboration software, And in Asia Pacific, China had a strong growth in subscription revenues. Moving now to slide 18. Governance risk and compliance delivered organic growth of 4%, with robust recurring revenues overcoming a challenging comparable for transactional revenues. Margins increased by 50 basis points, driven by operational gearing and favorable currency mix. Legal services delivered 3% organic growth as robust growth in recurring revenues offset a decline in legal services transactional revenues. CT Corporation delivered low single-digit organic growth compared to a double-digit increase a year ago. Enterprise Legal Management, which provides spend and matter management software, posted strong organic growth driven by transactional volumes. Financial services grew 6% organically, driven by robust recurring revenues and 2% organic growth in FS transactional revenues. Compliance services posted 6% organic growth, supported by sustained recurring revenue growth. Here, a decline in mortgage transaction volumes was more than offset by another year of double-digit growth from Lean Solutions. IDS, which we acquired in April, is being integrated with our existing loan compliance solutions business. Finance risk and reporting delivered 4% organic growth, despite the impact of suspending business in Russia and Belarus. Moving now to slide 19. Legal and regulatory had a very good year, growing 5% organically. The adjusted operating profit margin decreased slightly, but this was due to one-time items. Excluding these items, the margin would have increased. EHS, ORM, and legal software delivered organic growth of 16%, accelerating from 8% in 2021. At Enabon, organic growth was lifted by a combination of double-digit organic growth for its cloud-based software and an increase in license fees for its on-premise software. Legal software, which is mainly Klaos and Legisway, also recorded double-digit organic growth and expanded its offerings with the acquisition of Level Programs in June and Della AI in December. Information Solutions recorded 3% organic growth, driven by 6% growth for Digital Information Solutions. Print revenues declined 8%. We successfully completed the divestment of our French and Spanish publishing assets in November. Digital information solutions now represent over 75% of the unit's revenues, and the team delivered many new and enhanced solutions across the division in 2022. Now let me turn to the progress we've made in the first year of our current strategy on the next slide. Our first priority is to accelerate our expert solutions. We invested at record levels last year with organic product development spending at 11% of total 2022 revenues. Across the group, expert solutions grew 9% organically. Our second priority, expand our reach. Here, there are several notable developments that we made last year. Health signed a partnership with Microsoft whereby third parties such as virtual care companies can build on Azure and easily integrate our digital health architect content as a service. CCH Access further rolled out its marketplace, bringing on board additional third-party solutions. We also launched Legisway in the US market. Several of our enterprise software units built out their ESG offerings, and this has ultimately led us to create a new division to harness these efforts. Our third priority, evolve our core capabilities. Here, we've taken early steps to strengthen our capabilities in sales and marketing and customer support. We also made significant progress in advancing our ESG performance on several fronts. So let me touch on that on the next slide. Advancing our performance against material ESG objectives is firmly embedded in our strategy. We made progress on many fronts, but I want to highlight just two. Firstly, we improved our employee engagement and belonging scores by one point, to 77 and 73 respectively. As you may know, we conducted annual survey to measure engagement and belonging. These results give us insights into how we can support, develop, and retain our highly engaged, high-performing workforce. Secondly, we made significant progress on our commitment to align with the guidelines recommended by the TCFD and to set science-based targets. I'm very pleased to say that we have now submitted our near-term targets to SBTI for validation. This will take some time, but we are confident we prepared a robust plan. We continue to receive AAA ratings from MSCI, and our sustained analytics ESG risk rating score has improved slightly in recent months and places us in the top eighth percentile for software and services industry. Now turning to the next slide. Today, we are announcing that in March, we will bring together four of our global enterprise software businesses to form a new division, Corporate Performance and ESG. This new division will be comprised of our Corporate Performance Unit, CCH to get it, our EHS ORM solution in AGLON, our finance risk and reporting unit, as well as our internal audit solution teammate. All four businesses serve global corporations and banks with cloud and on-premise solutions and have leading market positions in their specific areas of expertise. Combining these assets will allow us to accelerate synergies and leverage their combined global strengths to meet the growing demand from corporations and banks for integrated financial, operational, and ESG performance solutions. We are excited about the value we can bring to our customers with this new division. So now let me finish up with an outlook for 2023. Slide 24 provides our specific guidance for 2023. We expect our adjusted operating profit margin increase and to be in the range of 26.1 to 26.5%. We expect adjusted free cash flow to be around 1.2 billion euros and return on invested capital to increase to be in the range of 16.5 to 17%. And we are guiding to high single digit growth and deleted adjusted EPS and constant currencies. Let me conclude with the trends we expect for each of our divisions on the next slide. As indicated in our release, we expect that in the first half of 2023, organic growth will be slower and margins will ease compared to the prior year period. For the full year, we expect all divisions to achieve organic growth in line with 2022 levels, and we expect the group margin to improve driven by tax and accounting and GRC. We've seen a good start to this year and we look forward to continuing to execute against our strategy. So thanks very much for your attention. Operator, we can now turn to questions.

Thank you. As a reminder, if you would like to ask a question on today's call, please press star followed by one on your telephone keypad. To withdraw your question, please press star followed by two. Please ensure you are unmuted locally when it is your turn to speak. You will be advised when to ask your question. A question has been submitted. Please stand by while I retrieve the first call of details. Our first question today comes from Adam Berlin from UBS. Adam, please go ahead. Your line is open.

Good morning, everyone. I've got three questions, if I can. The first question is on Tagetic in the tax and accounting segment, which grew 19%. Can you talk a little bit about what drove the strong performance in that division? Was it Europe just doing really well in Europe, or have you started to make traction in the US, and is that helping the acceleration in Tagetic? So that's the first question. The second question is on the new segment's I just want to check, does the guidance you've given around sustainable organic growth by segment also apply to the new segments? Or is there going to be some moving parts around that that we should just think about? And also, when are we going to get the margin by new segments so we can model it according to the new segments? And then a third question is, the legal and regulatory business doesn't seem to have changed in size despite changes. taking the EHS business outside of an Avalon outside of LNR. So what's gone in to legal and regulatory in the new segment cut that was to notice so that the overall revenues stay the same. Thanks very much.

Great. Uh, thank you. Uh, so just starting on to get it, uh, they had good growth across all regions. Uh, you know, in 2022, we also expanded into some new countries in Asia Pacific. and saw good performance there. We've increased our penetration in the North American market. And of course, Europe is really the cornerstone of the business. So most of the growth came from new logo acquisitions, new customers, but then we are also continuing to increase the wallet share of some of our existing base as well. So we're very pleased with the performance coming out of Tagedic. In terms of the new, uh, segments, uh, the, the, uh, organic growth, uh, guidance that we gave by division will hold. So even as we re, uh, orient, uh, the divisions and the four businesses into the new, uh, uh, division of corporate performance and ESG from a total Walter school perspective. that guidance will stay as we indicate. And you should get additional information on the margins of the new division in June, you know, before the June results will show you sort of the 2022 look and then the 2023 look under the new composition. And then legal and regulatory, Enablon is moving into the new division, but our enterprise legal management solution business, which is currently in GRC, will move into legal and regulatory. And the rationale for that is that we want to bring together our legal software businesses so that we can, again, get some better synergies from a technology perspective and also accelerate some of our growth, particularly of ELM outside of the North American market.

Fantastic. Thank you very much indeed.

Thank you. Our next question today comes from Nick Dempsey from Barclays. Nick, please go ahead. Your line is open.

Yeah, good morning. I've got three questions as well. So the first one, Given that there are still some headwinds to transactional revenue in GRC in 2023 compared to, I guess, a normal year, and you're still able to go into the same growth again in 23 as you achieved in 22, does that mean that we could logically hope for some room for improvement again in 2024 on organic growth versus 23? Second question. your GRC organic growth guidance is the thing that I guess is most comfortably ahead of market expectations in 23. When you look at the transactional organic growth, that was pretty good in 2022, considering the mortgage challenges. So how are you kind of holding that organic? Is it because the subscription part will get better? Or is it that you can expect continuing good growth from leading Or is it the fact that you have easy comps in some of the areas that were weak in 22? And then my third question, when we're talking about creating the new legal division, certainly the heart of that division was growing 3% organic in 2022. Do you have a path to grow that closer to the group level? Or does it make sense to now think about selling that business and reinvesting in the new area of corporate performance in ESG.

Sure. So, Nick, I'll take the last question first and then ask Kevin to comment on transactional developments in GRC and, you know, both comparing to 22 and a few comments, maybe about 24. So, on legal and regulatory, the key is if you look at what the division has accomplished in, over the last five years, it's actually pretty remarkable in terms of, you know, some of the disposals and the acquisitions that we've made. What you see is that we have very strong positions in the legal market, both for law firms as well as corporations. And the key for us is that organic growth in our digital product lines remains high. So this year it was six, this past year was 6%. And what you see is as that continues to grow at those positive levels, print continues to get smaller and smaller. So today within legal and regulatory systems, print is only now about 20%. And that still does weigh on the divisions. But if you look at forward to 24 and 25, what you will see is that that division will become more and more digital. So we are happy with the legal and regulatory performance. And we really see it now as becoming a digital business around some of our information solutions, as well as legal software. So there are no plans to dispose of legal and regulatory. We're really happy with where they're going, and we see it as core to the overall business of Walters Kloer. So, Kevin, you want to talk about transactions?

Sure. In GRC, it's worth reminding everybody that just over 60% of revenues are recurring, so we've got some good visibility there. The remaining revenues that are transactional, as you can imagine, those are probably the hardest ones to predict. And in 2022, we did see some mixed results. And as you mentioned, comparables did play a big part of those results with legal solutions in particular. We saw 21 growth in the prior year and then last year, a quick deceleration. We have considered all of this as we set guidance going forward. And we do recognize that potentially we are setting into some economic headwinds. However, our guidance does reflect that. It does reflect our thinking on transactions, and it also reflects what we do see on the subscription portfolio, which certainly is quite robust at this time. So that has gone into our thinking. Nick, hopefully that helps you with your question.

Could I just ask about my question on 24, where is there any potential to improve group organic simply as a result of GRC having fewer headwinds in 2015?

Yeah, I think it's too early to tell right now. I mean, as you can see, you know, really the metrics that we focus a lot of attention on is, of course, expert solution growth. as well as our overall digital growth. And you saw that, you know, in 22, up 9 and 7% respectively. So that's kind of the core. And then there's a lot of moving parts both on what remains in print and the transactional. So I think it's too early to talk about transactional revenues at this point.

Very good.

Thank you. Thank you. Our next question is from Omar Sheikh from Morgan Stanley. Omar, please go ahead. Your line is open.

Thanks very much. I've got three as well, if I could, please. Maybe the first one on margin for Kevin. If you could maybe just give us some colour on what you're assuming at the bottom and the top end of the guidance range, because some of your comments about 22, it sounded like you had about 40 basis point tailwind in 22 from operational data. gearing and the business mix. I'm just wondering why, given that you're expecting the same revenue growth, why you wouldn't expect the same sort of 40 basis points as the bottom end of your margin guidance range for 2023. That would be a helpful starting point. And then secondly, on the new division, Nancy, you mentioned that you're expecting to accelerate synergies from creating this new division, does that mean that you're expecting a positive impact on overall group growth, group growth from the reorganization? Or is this just kind of more cosmetic? Should we assume that it's more cosmetic than actually driving incremental growth for the group? And then finally, on leverage, you're at the low end, or you're significantly below, rather, your two and a half times leverage target. Can you just maybe give us some sense of how you're expecting to get back to that two and a half times levered target? Is that something you're thinking about for 23? Or should we just assume that, you know, current levels are kind of the new normal? Thanks.

Sure. Thanks, Omar. So, Kevin, you want to talk about margin and leverage, and then I'll cover the new division?

Yeah, certainly. And, you know, considering our margin guidance for 2023, obviously we've taken into account what our expectations are on organic growth. And we've given you some indication in our commentary in the press release on what we expect by division. So I do expect there will be a flow through of organic growth into margin. But I'd like to remind everybody, we also expect to step up in some costs that were muted during the pandemic years. So we do expect things like T&E to come back to more normalized levels as we go forward. So we will see some of those costs increase. That altogether has been reflected in our guidance range of the 26.1 to the 26.5. Nancy, do you want me to take leverage?

Yeah, why don't we take leverage? Yeah, yeah.

And as far as our leverage is concerned, yes, we are below the target of the 2.5 times. I'll remind everybody that is a target, meaning there are times when we deviate from it. Years ago, we were above that target. Most recently, we have been below that target. being below the target has allowed us to reward our shareholders with the 15% increase in dividends over the last couple of years and the buyback program that we're announcing today of $1 billion. So we are below the target. I would say I'm probably comfortable being slightly below the target as we go into some economic uncertainty than I would be if I were above the target. So I'm It's a target, and we will deviate from time to time.

And then on the new division, the expectation around, you know, what for growth is, the growth guidance that we've given by division, you know, stands for 2023. As we look forward to 24 and 25, we do expect that by bringing these four businesses together, we will find additional opportunities What we hear from customers in corporations and banks is that they have growing demands for integrated solutions around ESG. We are well positioned to meet those demands. And so we anticipate that in 24 and 25 that we will be able to accelerate some of the growth coming from that new division because we'll have more opportunities to, again, do some product integration and create some new offerings.

Great, that's very clear. Thank you very much.

Thank you. Our next question is from Silvia Caneo from Deutsche Bank. Silvia, your line is open. Please go ahead.

Thank you. Good morning, everyone. I would like to ask two questions. The first one is on revenues by geography. We can mix revenues from Asia Pacific and rest of the world grew faster than the rest, up 10% organically, and the European business continued to expand its cloud and hybrid cloud solutions as well in tax and accounting. So can you please remind us of your competitive position outside of the US and opportunities to sustain this faster growth rate? Then the second question is on the expert solutions. In 2022 revenues increased by 9% organically, and we've seen that software revenues was also up nine, but cloud software up 17. So wondering if you could please help us think about the drivers of the 17% growth, what was driven by volume, price, or upselling perhaps, and how do these compare with competitors in the space? Thank you.

Okay, thank you. So if you look at the geographic mix at Walters Kohler and the growth rates, North America still is our most important region and will remain so certainly in the near and medium term. We do, however, see good growth coming out of Europe and Asia. Much of the growth in Asia comes from our global solutions. That is supporting the good growth around the world, as well as the rebound that we saw in both India and China as it's come out of the pandemic in the case of India. And then in China, we saw some good growth in core products, both in health and in tax and accounting. But going forward, again, you should expect that, you know, the U.S. will still be the primary region for the company. As we look to the cloud growth of 17%, the vast majority of that is coming from new customer wins, as well as some customers migrating from on-premise solution. We do get some from price, but that is not the major driver. It's really coming from the fact that our customers are very focused on digital transformation and cloud solutions help them achieve that. So again, mostly new customer wins as well as migration from some existing on-premise customers.

Okay, very clear. Thank you.

Thank you. Our next question is from Tom Singlehurst from Citi. Tom, please go ahead. Your line is open.

Thank you. It's Tom here from Citi. Thank you for taking the questions. First one, backwards looking, specifically interested in the impact of the divestment of the legal information units in France and Spain, whether that was taken out of the organic. The reason I ask is, obviously, originally you were guiding to slow down in 4Q organic, which then didn't transpire, and I'm wondering whether that has something some impact. So that was the first question. The second question was on the organic growth guidance. Obviously, the first time you've given organic growth guidance, and it's a very, very good number. As one of the earlier questions alluded to, you obviously have much more comfort in transactional revenue outlook. And it's clear that a big part of that is lean solutions. So I'm just interested whether you could just give us a little bit more color on what specifically is driving growth in lean solutions such that it will defy sort of what would, I suppose you would normally assume is the sort of negative impact of rising interest rates. Um, and then the very final question, um, just a broad one, uh, and a slightly surprised no one else has asked it, um, on sort of generative AI, um, uh, in particular on some of the, you know, the sort of workflow solution type, um, tools, just whether you've got any sort of broad brush views on the risk or indeed the opportunity from generative AI for your business. Thank you.

Okay. Thank you, Tom. So Kevin's going to cover the organic growth question around France and Spain and touch on legal solutions. And then I'll finish up with chat, GBT.

Yeah. Sure. Tom, as far as the impact of the divestment of the Stephen Hamilton, Spain and France publishing assets in legal and regulatory we closed on that business quite late in the year, I think we made the announcement in November, so their results were in 2022 organic growth calculation for the majority of the year, so there really was not. any kind of impact one way or the other on those businesses for 2022. Obviously, with those coming out in 2023, you know, that will certainly help organic growth going forward. But it is a smaller business, so I can't imagine it's going to have terribly immaterial impact. But nonetheless, those businesses did grow below the group average. With organic growth, one thing I'd remind you, we're not giving numerical guidance on organic growth. As is our practice, though, we will give you what we're seeing by division. And I think if you look in our division commentary on page two of the press release, you will see what our thoughts are on how growth will go in the future. With regard to transaction, as I mentioned earlier, that's the hardest business for us to predict. because it is the most cyclically volatile. But there are, you know, a mixed bag of what we saw in 22. We did see mortgage volumes come down, as you would expect, as overall the mortgage market came down. But lien solutions was quite robust, and that was following the trends we saw in corporate lending and companies placing liens or searching for liens. So that business did quite well in 22. As I say, hard exactly to predict what the future will hold, but we do recognize that we are going into somewhat of an uncertain economy going forward, and we've incorporated that into our guidance.

Yes, and we also have launched, you know, this goes back, you know, probably four years ago now, an offering in the motor vehicle market, which is a little bit counterproductive. cyclical or counter to some of the lending trends. And so it's a small business right now, but it's been contributing nicely to growth. So that helps as we look forward. And then on generative AI, lots of course discussion on chat, GBT. We've been experimenting with generative AI for several years now. There's a number of solutions out there. I think what makes chat GBT notable is, in fact, because it's really operating at such scale in terms of the amount of data that it's using. We see that the opportunities right now, you know, for us are very focused on internal applications, you know, looking for it to be used in customer support. We do a lot with bots and can it help us with that today and other kinds of You know, processes that we have internally to Walter's core from trying to find efficiencies and productivity. And then we are experimenting with some of these newer technologies as it relates to our customer products. But we really see this very much as an evolutionary step in AI. About 40%, 50% of our products use AI today, and that capability is embedded. And so we just see this as sort of a next step there. So more to come as the technology matures.

That's very clear. Thank you very much.

Thank you. Our next question is from Sami Kassab from BNP Paribas. Sami, please go ahead, your line's open.

Thank you very much and good morning, everyone. To start with, could you please comment on the year-to-date trends within financial services and legal services transaction revenues and possibly excluding mortgage? We know it's been a difficult place there. Secondly, Thomson Reuters recently guided for some revenue pressure at Elite, their legal software. as it moves from on-premise to the cloud, do you see any similar pressure with LegiWay or any other legal software you have? And then at 11%, product development spending came above the historical range and the three-year guidance. What's driving that? Is that reflective of better growth opportunities ahead you want to capitalize on? Is it reflective of a worsening of the competitive landscape? or is it just the evolution of the revenue mix? And lastly, I heard the comment on LNR, but I'm still keen to ask the following idea or debate the following idea with you Nancy, please. You did sell the Nordics to Karnov, you sold France to Karnov, you sold Spain to Karnov. What makes Germany and Italy so specific that you think they are best kept within the group? Thank you, Nancy.

Yeah. Okay. So why don't I take sort of in reverse order, and Kevin can touch on financial services and legal transactions at the end. So just looking at our enterprise legal software business, which operates primarily in the U.S., and then we have several software solutions in Europe. They had a good year last year. Our pipelines are robust coming into 2023, so we're confident that they will continue to be able to deliver growth. We have not yet, you know, we are aware, of course, of economic headwinds, but we have not yet seen that impact, you know, our business in terms of the outlook. We also have on top of the core solutions, we have other offerings, things like our legal bill view analyzer in the U.S., which continues to grow nicely. So we have quite a robust set of products within those businesses that create some level of diversification for us. On product development spend, the 11% reflects investments across the board in every division, both on enhancements and on new, very focused on cloud products. So we do see more opportunities, which is why we have invested a bit more. I would also say that we are able to stretch our development investments further as we have leveraged core centralized technologies as well as the fact that technology costs tend to go down as things mature. So we feel really good about our innovation pipeline and believe that we'll continue to sort of invest at that sort of 10% kind of level, 10, 11% over time. And then on Europe, I would say, again, what is different about our country positions that remain in Europe. It's really that we have leading positions. We did not have a leading position in France. We did not have a leading position in Spain. It was a market of sort of three equals there. So we really, you know, quarter our strategy has always been to be the market leader, which we define as sort of number one or close number two. And so, you know, the positions that remain in our European portfolio really are very strong, and we can continue to build on those. So, Kevin, you want to talk about transactions?

Sure. Sammy, as far as transaction revenues, you know, we did see a mix. of performance in 2022. We did note that we did see some softening toward the end of 2022. I would say coming out of the year this year, the first month or so in 23, I would say pretty much the same. So in line with our expectations. So no real surprises there. With regard to other parts of our business, you know, when we look at the guidance that we give you, we're looking at things like subscription inventories and sales pipelines. And through the first month of this year, those are holding up with our expectations.

Thank you very much.

Thank you. Our next question is from Lisa Yang from Goldman Sachs. Lisa, please go ahead. Your line is open. Hi.

Good morning. I only have a few questions left now. Thinking about your 2022 margins, obviously you raised the guidance of H1 and you came at the bottom end of the range. I'm just wondering if there's anything that sort of happened at the end of the year to basically not, I guess, deliver a slightly better performance because it sounds like you were maybe more positive, you know, at the H1 results. And thinking about 2023, there's a second question on the margins. I'm just wondering why you expect margins to be stable in legal and regular channels, so in health, given the operating leverage. And I guess in legal, that's a segment where obviously margins are lower. So just wondering, Mike, what's driving this lack of margin improvement in that segment? And just lastly, really quickly, just up to there, I mean, obviously that continues to grow really nicely. You said highs in the digit. Do you expect that to obviously continue for the coming years. Maybe you could comment about the drivers and how much contribution you're now getting from the international expansion. Thank you.

Great. Thank you. Kevin will take the margin questions.

Yeah. Yeah. I would say that in the 2022 margin, a couple things are at play as we go into the end of the year. We did obviously, as you mentioned, upgrade the margin at the half year. As we moved into the final months of the year, you did see a little bit of weakening in the U.S. dollar, and obviously that does impact our margin. But more notably, you know, we did step up some investments, particularly in our GRC software businesses. So that also is embedded in our 22 margin results. For 23 margins, you know, it's much of the same story. When we look at stable margins in our health business and our L&R business, We do have a number of, you know, product ideas and enhancements for innovation that is incorporated in that margin guidance. So that is why we've given you the view that we have.

And then on up to date, we did achieve high single digit organic growth in 2022. We had a strong renewal season. We continue to win new customers around the world. We are seeing good growth in the non-U.S. markets, and we expect that that will continue. We've also launched some new products in up-to-date, like the Digital Health Architect, which is a content-as-a-service product. So this allows virtual care companies and other sort of non-hospital units to use the up-to-date product within their kind of workflow or within their ER, EHS systems. And so those kind of new products are also adding to the future growth opportunities for up-to-date. So we feel very pleased about up-to-date remains sort of a cornerstone product within clinical solutions, but we've also had very good growth coming from our drug database businesses, not just in the U.S., but outside the U.S., and it was nice to see, you know, kind of ME rebound and get into growth territory. So all in all, within clinical effectiveness, very good growth prospects looking forward. So while the hospital market in the U.S. in particular is under pressure, you know, we continue to see that we're performing well despite that.

Thank you very much. A quick follow-up. So on the disposals you announced in front of us, is it fair to assume that these were lower margin than the segment, or how should we think about the impact of the disposal margin?

Yeah, so France and Spain were lower margin than certainly the group average of Walter's core, yeah.

Of the legal and regulatory?

Yes, and legal and regulatory as well.

Okay. Okay. Okay. Thank you very much. Thank you.

Thank you. Our next question is from Matthew Walker from Credit Suisse. Matthew, please go ahead. Your line is open.

Thanks. Hi, Nancy. Hi, Kevin. Yeah, I've got a few questions, please. The first one would be on price increases. And I guess this goes across the whole group. What kind of price increases are you putting through for 23? And then how does that compare to 22? The second question would be on acquisitions. I mean, compared to the other groups, your acquisition spending is much lower, your buyback is higher. Can you just explain around why you're not doing more on the M&A front? And then final question is on tax. You've indicated it could grow another 9% again, which is also a pretty high rate. I think back when you did the tax investor day, You indicated there'd been some one-offs, some companies that you'd bought where there were some people doing filings, et cetera. How can you sustain such a high growth rate in tax for 23?

Okay, so I'll take, and then Kevin, feel free to chime in. So on price, I think as we've talked with all of you in the past, we try hard to understand do very surgical pricing, meaning price to value across the portfolio. We have thousands of products. Second philosophy around price is to cover wage inflation through our price increases. So we balance value to customers and, of course, attempting to get wage inflation covered. So we began to see the markets kind of move on the wage side, really going back to And of course, we have to price virtually a year out because of the recurring nature of our business model. So if you look at the price increases we put in place in 22 and 23, they're really sort of at similar levels of rate of increase. So we used to guide sort of 2% to 3% sort of pre-pandemic prices. Coming out of the pandemic in 22, 23, it's a bit higher than that. But again, very much focused on where we have, you know, extremely strong products and good market positions. So there is more coming from price in 22 and 23. Acquisition spend, you know, I'll start and Kevin can chime in. Our strategy is very organically growth-focused, so we see M&A as really augmenting that, and our M&A in the last several years is really focused on largely entering adjacent spaces and some product gap-filling, where that makes sense. We are very active looking at different opportunities, not just for M&A, but also partnerships, and we will continue to do that. I do see that, you know, our activity does reflect the fact that asset prices remain very high. So of course we will stay financially disciplined. So I think a little bit of the explanation for why we see less activity in 22 and likely in 23, it relates to sort of the market. There's not a lot of inventory out there. And then the properties that are out there that we're interested in remain expensive. So we will continue to look, but as I say, we are very focused on organic growth. And then tax, we have guided to, you know, similar levels to 22. We have a terrific business, both in North America and in Europe and Asia Pacific, smaller business, but but well positioned and the growth is coming largely from cloud. We still remain the only provider in the US with a full cloud suite and we have a growing cloud offering in Europe. And then of course we have some newer product lines, both in audit and what we call this outsourcing tax business that delivered good growth last year, and we expect a good growth in 23 as well. So we feel confident in our guidance for the tax and accounting division.

Okay, many thanks. Thank you.

Thank you. Our next question is from Hank Slotboom from The Idea. Hank, please go ahead. Your line is open.

Good morning, Nancy. Good morning, Kevin. And good morning, Meg. I'm intrigued about the new division you're setting up and a couple of questions about that, if I can. First of all, as we can see on slide 22, it will account for a performer 12% of sales. Is that a basis that is large enough for you that that offers a nice basis for further organic growth, or does it require investments? Are you missing certain parts you would like to be able to offer to your clients as well? The second thing is the integration of these four units, the building blocks on which the new division is based, does that require additional integration costs? And what kind of impact will it have on product development spending? And the last question that is attached to this subject is, you're taking away a couple of very rapidly growing elements, was already mentioned earlier, from existing divisions. And to what extent will it affect the organic growth of the other divisions going forward? Those were my questions.

Yep. Thank you. So, Kevin, you'll take the last one on the growth. So it is 12% of group revenues when we, as we form this new division. The goal, but it's growing faster than the group average. This division will grow, has grown in the past at double digit levels. We would expect that in 23 as well. They operate today in large and growing markets, and ESG is a large and growing market as well. So we see in the future that this division will have upside potential to grow. That growth will come from continuing to acquire new customers for our core products and then upsell that customer base with both existing ESG solutions, but then new solutions, which we will create. And what you see in the, particularly in the corporate market and in the banking market is that ESG is, we call it a team sport, right? It really involves several different functional areas within most corporations, including the office of the CFO, sustainability operations. And so we have solutions that cover each of those functions, and we're uniquely positioned in the market because we do have a broad range of solutions. So the goal behind this is that today we already have combined solutions, for example, between Tagedec and Enablon. But as we form this division, we believe that we'll have more opportunities not only for product integration and creating new solutions, but a lot around the go-to-market. You know, how do we tap in to our installed base and upsell with these ESG solutions? So in the guidance we've given you, all of the costs for additional product development and integration is all embedded in the guidance. So you shouldn't expect anything new from what we're telling you today. But again, this is really designed to set forth a path for accelerated growth in these four product areas, largely, again, tapping into not just the core, but also some additional ESG opportunities. So, Kevin, on, yeah. Sure.

And on, you know, the faster-growing properties, you're absolutely right. We put a table in the appendix of the press release just showing what growth would have been on a performance in ESG. would have had 12% organic growth in 2022. And you see what the relative is in the other areas. However, I will like remind you that each of our divisions separate from these assets also has fast-growing businesses. So for instance, in tax and accounting, cloud software, as we commented earlier, is a double-digit growth business. You'll see that also in legal software. There we also see very good growth in legislate Clios. And now adding to that division, the legal and regulatory division will be ELM. So, you know, we will give you more of an insight into what pro forma numbers will look like in the first half of the year. So stay tuned for that. But I'm not concerned necessarily that, you know, these fast growing assets are going to put a a shadow on the other businesses, because in their own right, they've got their own fast-growing, strong contributors.

Okay, very clear. Thank you very much. Have a nice day.

Thank you. We will now take our last question from Conrad Zomer from ABN AMRO. Conrad, please go ahead. Your line is open.

Hi, good morning, everybody. I've got two questions, please. The first one on the new division and the relationship with your expert solutions growth rate, which has been 9% for the last two years above the average of the group. It's been one of the main focus points in your strategy. What do you think the impact on the growth rate of the cloud-based expert solutions business could be because of the new division? Is it going to accelerate that growth rate or is it going to deviate it and be slightly less one of the key focus points? And the second question is on your guidance. you imply the results both in terms of margins and in terms of growth are likely to be second half weighted. Is that purely because of transactional revenues facing a more difficult environment in the first half than the second? Or is it just because of tougher comparables with 2022?

Okay, so in terms of the new division, All of the solutions offered by the new division are categorized as expert solutions. They contribute to that 9% growth rate that we had in 2022. The growth guidance that we're giving for 2023 includes the new division, right? So that won't see accelerated growth beyond what we're already guiding today in 2023. The goal of forming the new division, as I said, is to be better positioned to meet these growing needs that we hear from customers today and to, by bringing them together, integrating products a little bit more tightly, changing some of our go-to-market that we will be positioned for further growth in 24 and 25. So that's why we, that's one of the motivations behind this. is really being very much driven by the market. When we go out and talk to customers, it's clear that they have needs out there that are not fully being met, and we believe that we can meet those needs as we bring these assets together.

And Conrad, in our guidance, yes, you should expect a second half waiting in our guidance, and that has everything to do with comparables in many of our businesses. If you remember, we did have a a very strong first half with regards to transaction revenues. So that will be a tough comparable. And then I expect in the second half, it'll be more forgiving. So it is the comparables at play here in our guidance and the phasing around our growth.

Okay. Thank you both.

So I think that concludes our call. We want to thank you all very much for your attention, and we look forward to seeing you over the course of 2023. Thank you.