Final Results - Part 1

Reed International PLC 22 February 2001 PART 1 2/01 ISSUED ON BEHALF OF REED INTERNATIONAL P.L.C. AND 22 FEBRUARY 2001 ELSEVIER NV REED ELSEVIER: HIGHLIGHTS OF 2000 PRELIMINARY RESULTS YEAR OF REAL PROGRESS ON EXECUTION OF STRATEGY - 2000 results ahead of expectations, with momentum growing - Revenues up 9%, adjusted pre-tax profit lower by 3% (constant rates). Underlying revenue up 5%, versus 3% in 1999 - New management team in place - Successful execution of major investment and cost saving programmes - £1bn/Euro1.6bn of acquisitions completed, to accelerate growth - Target of above market revenue growth and double-digit earnings growth by 2002 firmly on track Reed Elsevier Change at Constant 2000 1999 2000 1999 currencies £m £m Eurom Eurom % Turnover 3,768 3,390 6,180 5,153 9% Adjusted profit before 690 710 1,132 1,079 (3)% taxation Parent companies Reed International Elsevier Change Change 2000 1999 % 2000 1999 % Adjusted earnings per share 23.3p 24.4p (5)% Euro0.59 Euro0.57 4% Dividend per share 10.0p 10.0p - Euro0.28 Euro0.27 4% Crispin Davis, Chief Executive Officer of Reed Elsevier, commented: We are very encouraged by the progress made over the last year in reshaping and reinvigorating the business. There is more to do, and the priority remains on execution and delivery. 2001 should see Reed Elsevier move very significantly towards our stated goal of above market revenue growth and double-digit earnings growth in 2002 and beyond. Enquiries London/Amsterdam New York Sybella Stanley Paul Richardson +44 20 7227 5760 +1 212 309 5432 Catherine May (Media) +44 20 7227 5657 FINANCIAL HIGHLIGHTS FOR THE YEAR ENDED 31 DECEMBER 2000 Reed Elsevier combined businesses Change at constant 2000 1999 2000 1999 currencies £m £m Eurom Eurom % Reported figures Turnover 3,768 3,390 6,180 5,153 9% Operating profit 210 180 344 274 28% Profit before taxation 192 105 315 160 106% Net borrowings 433 1,066 697 1,717 Adjusted figures Operating profit 793 792 1,301 1,204 (1)% Operating margin 21% 23% 21% 23% Profit before taxation 690 710 1,132 1,079 (3)% Operating cash flow 775 780 1,271 1,186 (1)% Operating cash flow conversion 98% 98% 98% 98% Interest cover (times) 8 10 8 10 The Reed Elsevier combined financial statements encompass the businesses of Reed Elsevier plc and Elsevier Reed Finance BV, together with their parent companies, Reed International and Elsevier (the 'Reed Elsevier combined businesses'). Adjusted figures, which exclude the amortisation of goodwill and intangible assets, exceptional items and related tax effects, are presented as additional performance measures. The percentage change at constant currencies refers to the movements at constant exchange rates, using 1999 full year average rates. Parent companies Reed International Elsevier 2000 1999 % 2000 1999 % £m £m change Euro m Euro m change Reported profit/(loss) 11 (39) 27 (48) attributable Adjusted profit attributable 270 279 (3)% 419 401 4% Average exchange rate Euro:£ 1.64 1.52 1.64 1.52 Reported earnings/(loss) per 1.0p (3.4)p Euro0.04 Euro(0.07) share Adjusted earnings per share 23.3p 24.4p (5)% Euro0.59 Euro0.57 4% Dividend per share 10.0p 10.0p - Euro0.28 Euro0.27 4% The results of Reed International reflect its shareholders' 52.9% economic interest in the Reed Elsevier combined businesses. The results of Elsevier reflect its shareholders' 50% economic interest in the Reed Elsevier combined businesses. The respective economic interests of the Reed International and Elsevier shareholders take account of Reed International's economic interest in Elsevier. REPORT OF THE CHAIRMAN AND THE CHIEF EXECUTIVE OFFICER 2000 has seen significant progress in the transformation of Reed Elsevier. A year ago we put in place a comprehensive new strategy to deliver sustained and accelerated growth. We are pleased to report real progress against all the key milestones of its detailed execution. As a result, we are now seeing a strengthening momentum across Reed Elsevier, confirming the core qualities of the business. The results for 2000 are ahead of our expectations on both revenue and profit with performance improving as the year progressed. Almost all of our businesses have exceeded objectives. A year ago, we set a target for 2002 and beyond of revenue growth ahead of the market, and of double-digit earnings growth. There is still a lot to be done, but we are firmly on track to deliver. In October 2000, we were pleased to announce that agreements had been reached to acquire Harcourt General, Inc's Scientific and Medical business and US Schools Education and Testing businesses in a $4.5 billion transaction. The acquisition will give Reed Elsevier a high quality leading position across the Scientific, Technical and Medical spectrum, and an excellent position in the fast growing US schools education market. It will further accelerate our revenue and profit growth. FINANCIAL RESULTS Overall 2000 revenue was up 9% at constant exchange rates with adjusted pre-tax profits 3% lower. In reported currencies, revenues were up 11% to £ 3,768m and 20% to Euro6,180m whilst adjusted pre-tax profits were lower by 3% to £690m/up 5% to Euro1,132m. Excluding acquisitions and disposals and currency translation, underlying revenue growth was up 5%. The second half continued the improving trend seen in the first, benefiting from the positive impact of the investment programme. Underlying operating profits were 2% lower reflecting this investment mitigated by the cost savings programme. Cash flow conversion was strong with operating cash flow at £775m/Euro1,271m, representing 98% of adjusted operating profits. The Science & Medical business had a good year with stronger subscription renewals and the continuing market success of the ScienceDirect series of online products. Revenues and operating profits increased by 7% and 12% respectively at constant exchange rates, or 8% and 12% excluding acquisitions and disposals. ScienceDirect now covers over 45% of subscription revenues, up from 25% a year ago, and usage is growing rapidly. New functionalities and customised web services for specific user groups have been introduced. Particularly pleasing is the strengthening trend in subscription renewals. The Legal business increased revenues by 5% whereas operating profits were 19% lower at constant exchange rate reflecting the significant step up in new product and marketing initiatives. Excluding acquisitions and disposals, the figures were 3% and 19% respectively. Substantial progress has been made in the three year programme to transform LEXIS-NEXIS' competitive position, and revenue trends have started to turnaround with continuing improvement seen in the second half of the year as new web based legal and business research services and practice tools were launched. In US Legal Markets, online revenues grew 5%, although this is largely offset by lower print and CD-ROM sales as business migrates online. In US Corporate and Federal Markets, Nexis online revenues grew 4% which compares with a decline of 4% in the previous year. In US law schools, lexis.com achieved parity in student preference by the end of the year, a substantial improvement on the position a year ago, and a clear testatment to the progress made in product and marketing. In International Markets outside the US, the legal businesses continued to perform satisfactorily. The Education business saw revenues and operating profits up 9% and 15% respectively, with a particularly strong contribution from the US schools supplemental business which grew sales by 37%. The Education business is now reported separately from the Legal segment in anticipation of the acquisition of Harcourt. The Business segment also performed well with revenues and operating profits increased respectively by 12% and 7% at constant exchange rates. Underlying revenue growth at 4% was held back by unfavourable cycling of non-annual exhibitions and lower revenue in travel businesses being sold. Improved market conditions and product and sales initiatives otherwise delivered a strong trading performance. Underlying operating profits were ahead 3% with the impact of substantial new investment largely offset by savings in core costs. Cahners saw turnover and operating profits up 5% and 30% respectively before acquisitions with strong performances across a number of sectors and a growing contribution from new product launches. The revenue growth and the benefit of the major cost restructuring programme boosted profitability despite the substantial increase in investment. Internet portals were launched in over 20 sectors and although the market opportunities are now considered somewhat smaller than originally thought, they are doing well in their markets with traffic and revenues growing. The UK and European businesses saw good sales growth with buoyant market conditions and the impact of product launches and market initiatives. Underlying profits were lower at Reed Business Information, reflecting the major increase in investment, particularly in totaljobs.com, the online recruitment service which commands the leading market share in the UK. For Reed Exhibitions, 2000 was a year when a number of important non-annual shows do not take place. Annual shows however performed well, particularly in Europe and Asia Pacific, and investment was made in a strong successful launch programme of 35 shows. Acquisitions and disposals were 2% dilutive to adjusted earnings as investment was made in the high growth businesses acquired and sale proceeds at lower multiples reflected the lower growth of businesses sold. These transactions, together with the disposals in hand, will make the business more focused in higher quality sectors and will accelerate further revenue and profit growth. Reported pre-tax profits, after exceptional items and amortisation of goodwill and intangible assets, were £192m/Euro315m compared with £105m/Euro160m in 1999, reflecting the impact of exceptional items. PROGRESS OF STRATEGY Throughout the last year we have been executing the strategy for growth that we announced last February and we are pleased to report that we have achieved virtually all of our objectives to date. Significant upgrade of management and organisation effectiveness Strong new appointments have been made to senior management positions. These include the Global CEOs for Science & Medical, Legal and Business; new CEOs for Cahners and the LEXIS-NEXIS operating businesses; a new Group Technology Officer, HR Director and General Counsel. Internet activities have been separately organised within each business with clear leadership and accountabilities. The head office has been reduced. Executive management development programmes and new incentive structures have been introduced. Major upgrade of products, leveraging Internet technology, to deliver superior services to customers New and upgraded products have been developed and launched, based on in-depth customer research; the focus is on higher value added content and services, Internet delivered, with greater ease of use and functionality, and increasing customisation. The ScienceDirect web service has been successfully rolled out. Further significant improvements have been made to content and functionality. Over 45% of scientific research subscriptions is now internet delivered. The web enabled LEXIS-NEXIS information services, through lexis.com and nexis.com, have been well received in the US legal and corporate markets, and have significantly improved competitiveness. Internet portals have been built, launched and expanded around core Business sectors internationally. 5 major portals have been launched in the US in the electronics, manufacturing and media sectors and 15 more using the e:Logic platform. The portals are well positioned in their markets with traffic and advertising revenues growing. The new and upgraded Internet portals in Europe are doing particularly well in their target markets. More effective marketing and sales programmes Customer research has been expanded across the business. Marketing programmes have been redeveloped. Sales forces have been significantly increased, most particularly in Science & Medical and Legal. In Science & Medical, the sales force and customer service activities have been doubled. In Legal, the sales force and marketing programmes for small law firms and US law schools in particular have been substantially expanded. Competitive parity has been re-established in law schools, confirmed by independent research; an important milestone since this is where product preferences are first formed. Significant increase in investment - largely against Internet - to drive revenue growth The investment programme for 2000 has been very successful in this dramatic upgrading of our products and of our marketing and sales activities, and in reigniting creativity and innovation across the organisation. Budgeted at £ 260m/Euro420m, actual spend in 2000 was £10m/Euro16m higher. This level of investment can be expected to increase as successes are built upon. An additional £20m/Euro32m is budgeted in 2001, with increases in Science & Medical and Legal and a modest reduction in Business. Aggressive cost saving programmes Cost savings of £143m/Euro235m have been achieved in 2000, £13m/Euro21m ahead of plan. These have been derived principally from non-revenue generating areas, e.g. production, infrastructure and support staff. We remain on track to deliver the full £170m/Euro278m of targeted savings in 2001. Expand geographically to build global capability and leadership position We have extended and strengthened our position in global markets through acquisition and launch. In Science & Medical, ScienceDirect is now a fully global product. Within Legal, businesses have been acquired in the US, UK, Asia and Latin America. Global content, technology and branding strategies have been developed. In Business, acquisitions have been made to fill out our presence in the global chemicals and construction sectors. Exhibitions businesses have been acquired in continental Europe. Continue to target acquisitions/alliances to accelerate achievement of strategic goals We completed over 50 acquisitions, totalling £952m/Euro1,562m including CMD Group (construction information), e:Logic (application service provider), Miller Freeman Europe (exhibitions) and legal publishing businesses internationally. These have expanded our global capability and leadership position across target markets. Together with the disposal of non core businesses, they are focused on accelerating growth and are performing to our expectation. Alliances have been formed to enhance the scope and penetration of our Internet services. Reed Elsevier Ventures has been launched to participate in emerging businesses that present strategically and financially attractive opportunities. A more detailed review of progress by business is included in the Review of Operations. ACQUISITION OF HARCOURT GENERAL STM AND EDUCATION BUSINESSES The acquisition of Harcourt General's Science, Technical and Medical (STM) business and its US Schools Education and Testing businesses represents a major step forward in our strategy. The acquisition will give Reed Elsevier a leading position across the Scientific, Technical and Medical spectrum, and an excellent position in the fast growing US Schools education market. The very positive performance of these businesses reported by Harcourt for the year to October 2000 and our meetings with management and staff have reaffirmed our high expectations. The acquisition, which is subject to the normal regulatory processes, will be effected by the purchase of the whole of Harcourt General, Inc and the onsale to The Thomson Corporation of the Higher Education business and certain Corporate and Professional Services businesses that we do not wish to retain. The total cost of the transaction, after taking into account the onsale and debt assumed and other liabilities, will be approximately $4.5 billion. To finance the acquisition, in November 2000, Reed International and Elsevier raised £1,263m/Euro2,071m through the issue of new shares representing an additional 9.9% of their respective ordinary share capitals. The remainder of the transaction cost will be funded from available debt facilities. PARENT COMPANY EARNINGS AND DIVIDENDS For the parent companies, Reed International and Elsevier, the adjusted earnings per share were 5% lower at 23.3p and up 4% at Euro0.59 respectively. At constant exchange rates, this represents a reduction of 5%. The reported earnings per share, including exceptional items and the amortisation of goodwill and intangible assets, was for Reed International shareholders 1.0p (1999 loss 3.4p) and for Elsevier shareholders Euro0.04 (1999 loss Euro0.07). The proposed Reed International final dividend is 6.9p per share, which together with the interim dividend 2000 of 3.1p gives a total 2000 dividend of 10.0p, unchanged from the prior year. As announced in February 2000, the 2000 interim dividend was reduced by one-third and the proposed final dividend adjusted upwards correspondingly to restore normal proportions between the interim and final dividends following the dividend reduction in 1999. The Elsevier 2000 final dividend under the equalisation arrangements is Euro0.19 per share. Together with the interim dividend of Euro0.09, the 2000 total Elsevier dividend will be Euro0.28, up 4%. The differences in dividend growth between Reed International and Elsevier reflect the impact of currency movements. OUTLOOK We are very encouraged by the progress made over the last year in reshaping and reinvigorating the business, with the focus on leadership, superior products and growth. There is more to do, and the priority now is even more firmly on execution and delivery. 2001 should see Reed Elsevier move very significantly towards our stated goal of above market revenue growth and double-digit earnings growth in 2002 and beyond. The acquisition of Harcourt will add meaningfully over and above that progress. Whilst the slowing US economy will have some impact on our Business to Business operations, we believe this to be manageable. The Science & Medical, Legal and Education businesses should be largely unaffected. With a clear strategy in place, a well-motivated organisation, and total focus on execution and delivery, Reed Elsevier is well placed to accelerate momentum and capitalise on the significant underlying strengths of the business. Morris Tabaksblat Crispin Davis Chairman Chief Executive Officer REVIEW OF OPERATIONS AND FINANCIAL PERFORMANCE REVIEW OF OPERATIONS % change 2000 1999 2000 1999 at constant £m £m Euro m Euro m currencies Turnover Science & Medical 693 652 1,137 991 7% Legal 1,201 1,087 1,970 1,652 5% Education 202 181 331 275 9% Business 1,672 1,470 2,742 2,235 12% Total 3,768 3,390 6,180 5,153 9% Adjusted operating profit Science & Medical 252 231 413 351 12% Legal 237 282 389 428 (19)% Education 40 34 66 52 15% Business 264 245 433 373 7% Total 793 792 1,301 1,204 (1)% Unless otherwise indicated, all percentage movements in the following commentary refer to constant currency rates, using 1999 full year average rates, and are stated before amortisation of goodwill and intangible assets and exceptional items. The Education business, previously reported within the Legal segment, has been presented separately for the first time in 2000. Comparatives have been restated accordingly. SCIENCE & MEDICAL % change 2000 1999 2000 1999 at constant £m £m Eurom Eurom currencies Turnover Elsevier Science 592 534 971 812 12% Medical Businesses 101 118 166 179 (15)% 693 652 1,137 991 7% Adjusted operating profit 252 231 413 351 12% Operating margin 36.4% 35.4% 36.4% 35.4% 1.0 pts 2000 has been a very successful year for Elsevier Science. Our results have demonstrated the good growth momentum in the business and we have made major progress in the execution of our strategy. We have significantly expanded ScienceDirect accelerating the migration of our business from print to electronic information services, and we are now reaching new usage groups. Our sales and customer services activities have been significantly expanded and we have continued to upgrade our systems infrastructure to support our growth strategy. Turnover and operating profit in the Science & Medical business increased by 7% and 12% respectively at constant rates of exchange, or 8% and 12% excluding acquisitions and disposals. The good sales growth was driven by the stronger subscription renewals in the year and the increasing contribution from Internet services. The previously adverse subscriber attrition trends were reversed. Operating margins were slightly higher reflecting the strong revenue growth, with the significant increase in investment, in new product and sales and marketing initiatives, offset by cost savings in production, distribution and back office functions. The customer takeup of the ScienceDirect online services continues to progress well. ScienceDirect now covers over 45% of the subscription revenues, up from 25% a year ago, and usage is growing rapidly with more than 15 million page views in January 2001. Over 1,200,000 scientific articles can now be retrieved in full text search over the web. New functionalities and customised web services for specific user groups, such as PhysicsDirect, PharmaDirect, and EngineeringDirect, have been introduced, increasing utility and relevance and expanding the user base. The ScienceDirect sales force was doubled and customer service activities significantly expanded to capture the market opportunity. In addition to the positive impact on subscription renewals, the Internet services contributed an additional 2 percentage points to sales growth. The new policy on pricing introduced for the 2000 subscription year, moderating increases and the impact of currencies so as to give more predictable journal pricing for customers, also contributed to the stronger renewals and helped accelerate the migration from print to electronic products. The breadth of Elsevier Science's services has extended through acquisition: to the library community with Endeavor, the leading provider of digital library systems, and to the pharmaceutical industry through Afferent, with its advanced drug screening software. In June, the Springhouse business, focused on the nursing community, was sold for $105 million. The medical publishing and communications business in 2000 reported turnover lower by 15% due to the disposal of Springhouse. Underlying sales were marginally ahead and operating profits up 22% following reorganisation of the sponsored communications business and in France after the weak performance in 1999. The year ended with good growth momentum as the benefit of the sales force expansion began to take effect. The outlook for the Science & Medical business is good. Revenue growth momentum is strong with high subscription renewals expected and an expanding customer base for the ScienceDirect product. Initiative spending will remain high as further progress is made on customisation, functionalities and marketing with the increased investment balanced by further cost savings expected from the full year effect of savings in 2000 and as new systems go live. LEGAL % change 2000 1999 2000 1999 at constant £m £m Eurom Eurom currencies Turnover LEXIS-NEXIS US 47 854 1,553 1,298 4% LEXIS-NEXIS International 254 233 417 354 11% 1,201 1,087 1,970 1,652 5% Adjusted operating profit 237 282 389 428 (19)% Operating margin 19.7% 25.9% 19.7% 25.9% (6.2) pts In 2000, we have made strong progress against our key strategic priorities. We have launched new and upgraded Internet products and services which have been well received, most importantly the core research services of lexis.com and nexis.com for the US legal and corporate/government markets respectively. We have significantly expanded our sales and marketing activities, and have been building our global capability and presence through acquisition and alliance. Our results have been impacted by this investment programme, but the progress made is substantial. Turnover in the Legal business increased by 5%, or 3% excluding acquisitions, and operating profit was down 19%. This reflects the significant step up in investment, particularly at LEXIS-NEXIS, to deliver substantially upgraded products and services, and sales and marketing programmes. The investment was partly funded by the major cost savings programme. Operating margins were correspondingly lower by 6.2 percentage points at 19.7%, from which they are expected to recover as the investment pays off. At LEXIS-NEXIS, turnover excluding acquisitions was up 2% whilst operating profits were 24% lower. In the US Legal Markets, online revenues grew 5% with the second half growth showing a continuing improvement over the first. This is partly offset by lower print and CD-ROM sales as business migrates online. Online usage is growing dramatically as customers migrate to the significantly upgraded functionalities and services of the lexis.com platform, which now accounts for more than 65% of searches. The Martindale Hubbell legal directory business had another successful year. The enhanced lexis.com is a truly competitive product and we continue to add content and functionality to improve and differentiate our service. Key content licenses were secured through long term agreements with CCH and Tax Analysts, both leading publishers of highly valued tax material, making LEXIS-NEXIS the most comprehensive online source of tax and accounting information available worldwide. Case law summaries have now been added to the LEXIS-NEXIS federal and state case law collection. These summaries cover cases since 1995 and we are working aggressively to include earlier years, having started with those cases most often accessed. Particularly encouraging for the future has been the success in meeting our goal of competitive parity in product preference in law schools, where user preferences are first formed. The most recent independent market research shows lexis.com to have a parity preference amongst law students, a substantial improvement from a year ago and representing an important milestone. To meet the needs of US attorneys in small firm and single-lawyer practices, the lexisONE.com service was launched with free and fee-based research and legal forms, as well as resources to help attorneys manage firm business, client relationships and their careers. In US Corporate and Federal Markets, Nexis online revenues grew by 4%, a major turnaround from the 4% decline seen the previous year, with a particularly strong second half. The launch of the significantly upgraded flagship product, nexis.com, has been exceptionally well received in the market and is driving new sales and expansion of existing customer accounts. As in US Legal markets, we are building customised solutions with our customers that are both industry and function specific, eg. insurance, media, sales support, mergers and acquisitions, business intelligence etc, that integrate searching across a customer's Intranet, LEXIS-NEXIS and other information sources, including the web. Alliances with major systems suppliers, such as Siebel and Verity, have embedded nexis.com in their products extending our penetration of the business market. Across LEXIS-NEXIS the major re-engineering programme has continued to deliver substantial cost savings, in excess of $90m, with almost every area reengineered, including production, IT, administration and other support services. In addition to releasing substantial funds for reinvestment, the re-engineering is making LEXIS-NEXIS a leaner, faster moving organisation. LEXIS-NEXIS International businesses outside the US (formerly the Reed Elsevier Legal Division) reported turnover and operating profit up 11% and 1% respectively, or 5% and flat excluding acquisitions, reflecting solid sales performance and a significant increase in new product and marketing investment. In the UK, the Butterworth Lexis Direct service has maintained a leadership position with expanded content and new functionalities. During the year, customised services were added in specialist fields, such as Human Rights Direct and EU Direct, and, in partnership with a leading legal training firm, CPD Direct was launched, providing online training and professional development. In France, a major initiative was the launch of the pre-eminent French case law database, Juris-Data, as an online service. Acquisitions were also made in the year in US, UK, Asia and Latin America to extend our global capability. In International Markets, Eclipse in the UK added a leading publisher in UK employment law and related fields which is an important growing area of law. In Corporate and Federal Markets, we acquired the Riskwise group of companies which provide online identify verification and fraud-risk solutions for the rapidly growing e-commerce industry and is an excellent fit with our existing public record business. In recognition that our markets and customers are increasingly becoming global, we took steps to develop a global product and technology platform to serve as an underpinning to link all of our individual country offerings, and to ensure that content available on any Reed Elsevier legal offering can be delivered to any of our customers anywhere else around the globe. We also made the important decision to adopt LEXIS-NEXIS as our global brand. This will be implemented progressively across our International markets this year. The outlook for the Legal business is positive and improving. The success of lexis.com, and the significantly upgraded sales and marketing efforts, will start to be reflected in the results going forward as opportunities are presented when subscriptions come up for renewal, and as ingrained preferences for competitor products are overcome. There is now real momentum behind nexis.com, and international markets outside the US continue to perform. Education % change 2000 1999 2000 1999 at constant £m £m Euro m Euro m currencies Turnover Reed Educational & Professional 202 181 331 275 9% Publishing Adjusted operating profit 40 34 66 52 15% Operating margin 19.8% 18.8% 19.8% 18.8% 1.0 pts Reed Educational & Professional Publishing saw revenues and operating profit increase by 9% and 15% respectively. Rigby, the US supplementary business, had a particularly good year with revenues 37% ahead driven by market share gains and a very successful launch of the new Rigby literacy programme. In UK Schools, sales in the Primary market were lower than the prior year which benefited from exceptional, ring fenced government funding for literacy materials. In Secondary, however, sales were up 23% on strong new publishing programmes addressing curriculum changes. The Australian schools business also performed well. The outlook for Reed Educational & Professional Publishing business remains good. BUSINESS % change 2000 1999 2000 1999 at constant £m £m Euro m Euro m currencies Turnover Cahners Business Information 665 542 1,090 824 15% Reed Business Information 270 243 443 369 11% Elsevier Business Information (including 278 270 456 411 11% Tuition) Reed Exhibition Companies 358 301 587 458 18% OAG Worldwide 72 85 118 129 (19)% Other 29 29 48 44 1,672 1,470 2,742 2,235 12% Adjusted operating profit 264 245 433 373 7% Operating margin 15.8% 16.7% 15.8% 16.7% (0.9) pts 2000 has seen a good recovery in trading performance and major progress on our strategic initiatives to accelerate growth. The businesses have been brought together in one cohesive global division and the portfolio refocused on fewer, faster growing sectors through a programme of acquisitions and disposals. We have successfully launched Internet portals in key sectors, as well as new print magazines and exhibitions. Efficiency was significantly improved through the major cost savings programmes, funding in part the substantial increase in investment. Turnover and operating profit in the Business segment increased by 12% and 7% respectively at constant rates of exchange. Excluding acquisitions and disposals, the figures were 4% and 3% respectively. Turnover growth was held back by the unfavourable cycling of non-annual exhibitions and lower revenues in the travel businesses being sold. Operating margins at 15.8% were 0.9 percentage points lower reflecting the significant increase in investment, although this is substantially funded by the cost saving programme. Cahners Business Information turnover and operating profits were up 5% and 30% respectively before the impact of acquisitions. The Electronics, Supply Chain, Retail and Entertainment sectors performed particularly well, with Manufacturing flat and Cahners Travel Group lower. New product launches in both print and Internet services added 2% to revenue growth. Operating margins improved, despite a significant increase in new product investment, reflecting the major restructuring programme in the second half of 1999. Substantial progress has been made in the last 12 months in the development and execution of Cahners Internet strategy, through launch, alliance and acquisition. Internet portals have been launched in key sectors including Electronics, Manufacturing, Entertainment, Television and Telecommunications and in over 15 other sectors using the e:logic platform. The market opportunities have been reassessed as clearer business models emerge and are not considered as large as first thought. Our portals have, however, been well received in their markets with good growth in traffic and growing advertising revenues. We have reprioritised some of the Internet investment to take account of this. For instance, within the Manufacturing sector we are migrating the joint venture with i2 into a more straightforward licensing arrangement and refocused the web service on the design, automation and supply chain/logistics segments of Manufacturing. The recent downturn in so many dot.com valuations reinforces the importance of the strengths that we have in strong brands, key content and an established customer base. In May, Cahners made the $300 million acquisition of CMD Group, a leading international supplier of information to the construction industry. Combined with Cahners existing construction magazines and websites, CMD provides a strong platform from which to lead the industry in print and online information services. Cahners also acquired, in June for $73 million, e:Logic, a fast growing and leading application service provider of web development, design and delivery systems to media and Internet companies. e:Logic provides Cahners with world class content management technology and is accelerating our strategy of building leading Internet portals. At Reed Business Information, turnover increased by 11%, or 7% excluding acquisitions, with stronger growth and market share gains in display and recruitment advertising in the UK magazines and in Internet revenues. The Computer, Personnel, Aerospace and Science sectors performed particularly well. Underlying operating profits were 1% lower, reflecting the major increase in investment, particularly in totaljobs.com, the online recruitment service, which commands the leading market share in the UK. Other initiatives include the 75/25 computerweekly.com joint venture with InterX to combine RBI's brands, content and publishing expertise with InterX's technical and product data services. At OAG Worldwide, turnover declined by 19% due to portfolio rationalisation ahead of its impending sale and lower sales of the print product. Investment has been significantly increased in new web products and the OAG.com and OAGMobile services were launched in the second half. The sale of the business is well advanced. At Elsevier Business Information, turnover and operating profits were up 11% and 5% respectively, or 7% and 10% excluding acquisitions. Strong performances were seen across the businesses in the Netherlands, Belgium, Spain and France. In the Netherlands, the Business and Management, Personnel, Healthcare and Retail sectors were particularly strong and buoyant advertising demand was captured with the launch of supplements. EBI's zibb.nl was successfully launched in the year and is now a leading general business information portal in the Netherlands. The portfolio was extended by the acquisition in July of the Stammer business in Italy, as part of the Miller Freeman Europe transaction, and other acquisitions were made in France, Spain and Germany. Disposals of the K G Saur reference business was completed and a number of the non core Tuition businesses have been, or are in the process of being, sold. Turnover at Reed Exhibition Companies increased by 18% and operating profit by 19%. As several major non-annual shows in the UK and US did not take place in 2000, excluding acquisitions, revenue grew by 1% and operating profit declined by 8%. This also reflects the significant new show launch programme, with over 35 new shows launched, and a significant step up in investment in show related websites, of which there are now over 250. These will provide more accessible and focused pre and post event services, including contact broking, to exhibitors and attendees. In July, Reed Elsevier acquired for £360m/Euro585m the leading trade exhibition organiser in Europe, Miller Freeman Europe, with operations in France, Spain, Italy, Germany and Scandinavia. The portfolio has over 100 shows and 66 related websites and includes prestigious international and national domestic events across a number of sectors, including building and construction, retail, food and hospitality, and environmental services. The post acquisition performance has been ahead of expectations. The outlook for the Business segment in 2001 is positive. Investment levels will remain high with more funding behind a number of successful print launches and some cutback on Internet spending to reflect changes in revenue expectations. The slowing of the US economy is a concern. However, it is expected to be manageable as the momentum across the businesses is strong and new product revenues are growing. The disposal of businesses will affect the reported results, balanced by a greater contribution from acquisitions made in the last year and favourable show cycling at Exhibitions. REVIEW OF 2000 FINANCIAL PERFORMANCE REED ELSEVIER COMBINED BUSINESSES Profit and loss The reported profit before tax for the Reed Elsevier combined businesses, including exceptional items and the FRS10 amortisation of goodwill and intangible assets, was £192m/Euro315m, which compares with a reported profit of £105m/Euro160m in 1999. The increase includes the favourable movement in exceptional items with lower reorganisation costs and the gain on disposals of businesses. The reported attributable profit of £33m/Euro54m compares with a reported attributable loss of £63m/Euro95m in 1999. Turnover increased by 11% expressed in sterling to £3,768m, and by 20% expressed in euros to Euro6,180m. Excluding exceptional items and the amortisation of goodwill and intangible assets, adjusted operating profits were flat expressed in sterling at £793m, and up 8% expressed in euros at Euro1,301m. Operating margins at 21.0% were 2.4 percentage points below the prior year principally reflecting the major investment programme less cost reductions achieved in production, distribution and support areas. Excluding acquisitions and disposals and currency translation effects, revenue growth was 5% whilst costs increased by 6%. The amortisation charge for goodwill and intangible assets amounted to £468m/ Euro768m, up £95m/Euro201m reflecting acquisitions made in 1999 and 2000, and currency translation effects. Exceptional items showed a pre-tax charge of £30m/Euro49m, comprising £38m/ Euro63m on acquisition related costs, £77m/Euro126m in respect of the major restructuring programme initiated in 1999, less £85m/Euro140m profit on sale of businesses. This compares with a net charge on exceptional items in 1999 of £232m/Euro352m, of which £161m/Euro244m related to restructuring. Net interest expense, at £103m/Euro169m, was £21m/Euro44m higher than in the previous year principally due to the financing of acquisitions completed in 2000 and currency translation. Net interest cover was 8 times. Adjusted profit before tax, which excludes the amortisation of goodwill and intangible assets and exceptional items, at £690m/Euro1,132m, was 3% lower than in previous years expressed in sterling, and 5% higher expressed in euros, or 3% lower at constant exchange rates. The effective tax rate on adjusted earnings was slightly higher at 25.9% (1999 25.6%). The adjusted profit attributable to shareholders of £511m/Euro838m compared to £527m/Euro801m in 1999, 3% lower at constant exchange rates. Cash flows, acquisitions, disposals and debt Reed Elsevier generates significant cash flows as its principal businesses do not require major fixed or working capital investments. Capital expenditure principally relates to computer equipment and, increasingly, investment in systems infrastructure to support electronic publishing activities. Total capital expenditure in the year amounted to £144m/Euro236m, broadly similar to the prior year level. Depreciation in the year was £118m/Euro194m. Working capital requirements are negative overall, due to the substantial proportion of revenues received through subscription and similar advanced receipts. Adjusted operating cash flow, before exceptional items, was £775m/Euro1,271m, representing a conversion rate of operating profit into cash flow of 98%, as for 1999. Free cash flow - after interest, taxation and dividends but before acquisition spend and exceptional receipts and payments - was £334m/Euro548m compared to £ 187m/Euro286m in 1999. The increase in 2000 principally reflects reduced dividend payments as a result of the adjustment to dividend policy, and reduced taxation payments. Net exceptional cash inflows of £90m/Euro148m relate to the £153m/Euro251m proceeds from sale of businesses, less exceptional acquisition related costs and restructuring. In 2000, acquisitions were made for a total consideration of £952m/Euro1,562m, including debt of £48m/Euro79m. An amount of £998m/Euro1,637m was capitalised as goodwill and intangible assets. The 2000 acquisitions contributed £12m/Euro 20m to adjusted operating profit in the year and added £33m/Euro54m to operating cash flow. Net borrowings at 31 December 2000 were £433m/Euro697m, a reduction of £633m/ Euro1,020m on the prior year end, which reflected proceeds from the joint international share offering by Reed International and Elsevier in November 2000, together with the free cash flow and exceptional receipts, less spend on acquisitions. Gross borrowings at 31 December 2000 amounted to £2,027m/Euro3,263m, denominated mostly in US dollars and partly offset by cash balances totalling £1,594m/Euro2,566m invested in short term deposits and marketable securities. Approximately 98% of cash balances were held in sterling, euros and US dollars. A total of 46% of Reed Elsevier's gross borrowings were at fixed rates, including £516m/Euro831m of floating rate debt fixed through the use of interest rate swaps. At 31 December 2000, the fixed rate debt had a weighted average interest coupon of 6.6% and an average remaining life of 7.7 years. The net interest expense also reflects the interest yield differentials between the short term investments and long term fixed rate borrowings. THE HARCOURT ACQUISITION AND EQUITY AND DEBT FINANCING On 27 October 2000, Reed Elsevier entered into a definitive agreement with Harcourt General, Inc (Harcourt) to make a tender offer of $59 per share of common stock, or share equivalent, for the entire issued share capital of Harcourt. The offer values the company at $4.45 billion (£3.10 billion/Euro 5.37 billion at exchange rates then prevailing). Reed Elsevier plc also entered into a definitive agreement with The Thomson Corporation (Thomson) to on-sell, for pre-tax proceeds of $2.06 billion, the Harcourt Higher Education business and the Corporate and Professional Services businesses other than educational and clinical testing. Following completion of the offer and the on-sale of businesses, Reed Elsevier will have acquired Harcourt's Scientific, Technical and Medical (STM) business and its K-12 (kindergarten to grade 12) Schools Education and Testing businesses for an implied value of approximately $4.5 billion, taking into account corporate net debt, taxes payable on the on-sale proceeds and the assumption of other corporate liabilities. In the year to 31 October 2000, these businesses had sales of $1.7 billion (STM $688m; 1999 $633m and Educational and Testing $990m, 1999 $787m), adjusted operating profits (pre-amortisation of goodwill and intangible assets) of $371 million (STM $161m; 1999 $138m and Education and Testing $210m, 1999 $159m), and net assets of $1.1 billion (including $0.7 billion of goodwill and intangible assets) before corporate net debt of $1.2 billion. The acquisition and the on-sale to Thomson is subject to customary regulatory approvals, which may require some divestment of assets. In order to fund the acquisition a placing of new shares in Reed International and Elsevier was undertaken jointly in November 2000 and new debt facilities obtained. The placing of new ordinary shares in the parent companies was executed through an accelerated bookbuild process completed on 29 November 2000. The net proceeds of the placing totalled £1,236m/Euro2,071m through the issue of 113.7m ordinary shares in Reed International at 625 pence per share and 66.26m ordinary shares in Elsevier at Euro14.50 per share, including the exercise of over-allotment options by the joint bookrunners. The majority of the proceeds have been hedged into US dollars. This amount represented 9.9% of the share capitals of both parent companies. It is intended that Reed International should subscribe for additional R-shares in Elsevier, which represent the cross-shareholding of Reed International in Elsevier, so as to maintain Reed International's indirect equity interest at 5.8% on a fully diluted basis. This will reflect the respective economic interests of the shareholders of Reed International and Elsevier in the combined businesses represented by the equalisation arrangements. The equalisation ratio is unaffected. The initial acquisition funding will be provided by cash and short term borrowings off commercial paper programmes or draw down against committed credit facilities, and potentially by the assumption of up to $850 million of Harcourt public debt securities. The facilities include $6.5bn of new bank facilities put in place in November 2000. The on-sale agreement between Reed Elsevier and Thomson has conditions which in effect mirror the terms of the merger agreement between Reed Elsevier and Harcourt, and the on-sale should therefore be completed at the time of the Harcourt acquisition or shortly thereafter dependent on the tender offer process. It is intended that the majority of the short term borrowings should be refinanced through the issuance of term debt securities. The blended financing rate on the debt component of the funding, inclusive of the Harcourt public debt which Reed Elsevier may potentially assume, and the cost of long term debt including interest rate hedging undertaken, is expected to be approximately 7.2%. Proforma combined net borrowings of the Reed Elsevier businesses (as at 31 December 2000) and Harcourt (as at 31 October 2000), and taking into account the acquisition financing and the on-sale of businesses to Thomson, would be approximately £3.2 billion/Euro5.2 billion. PARENT COMPANIES Profit and loss account Adjusted earnings per share for Reed International were 23.3p, a decline of 5% compared to the previous year. Adjusted earnings per share for Elsevier were Euro0.59, an increase of 4%. The difference in percentage change is entirely attributable to the impact of the strengthening, on average, of sterling against the euro in 2000. At constant rates of exchange, the adjusted earnings per share of both companies would have shown a decline of 5% over the previous year. After their share of the exceptional items and the charge in respect of goodwill and intangible assets amortisation, the reported earnings per share of Reed International after tax credit equalisation and Elsevier were 1.0p and Euro0.04, compared to a loss per share in 1999 of 3.4p and Euro0.07, respectively. Dividends Dividends to Reed International and Elsevier shareholders are equalised at the gross level, including the benefit of the UK attributable tax credit of 10% received by certain Reed International shareholders. The exchange rate used for each dividend calculation - as defined in the Reed Elsevier merger agreement - is the spot euro/sterling exchange rate, averaged over a period of five business days commencing with the tenth business day before the announcement of the proposed dividend. The board of Reed International has proposed a final dividend of 6.9p, giving a total dividend of 10.0p for the year, the same as for 1999. The boards of Elsevier, in accordance with the dividend equalisation arrangements, have proposed a final dividend of Euro0.19. This results in a total dividend of Euro0.28 for the year, 4% higher than in 1999. The difference in percentage growth is attributable to currency movements. Dividend cover for Reed International, using adjusted earnings, was 2.1 times. For Elsevier, the adjusted dividend cover was 2.1 times. Measured for the combined businesses, dividend cover was 2.1 times compared with 1999 at 2.3 times FORWARD-LOOKING STATEMENTS These Preliminary Statements contain forward-looking statements within the meaning of Section 27A of the Securities Act 1933, as amended and Section 21E of the Securities Exchange Act 1934, as amended. These statements are subject to a number of risks and uncertainties and actual results and events could differ materially from those currently being anticipated as reflected in such forward-looking statements. The terms 'expect', 'should be', 'will be', and similar expressions identify forward-looking statements. Factors which may cause future outcomes to differ from those foreseen in forward-looking statements include, but are not limited to, general economic conditions and business conditions in Reed Elsevier's markets, customers' acceptance of its products and services, the actions of competitors, changes in law and legal interpretation affecting Reed Elsevier's intellectual property rights, and the impact of technological change. MORE TO FOLLOW

Companies

Relx plc (REL)
UK 100

Latest directors dealings