Thank you, Melanie. Welcome, everyone, to the Q4 call.

As you know, we go directly to questions. Melanie is going to provide the introduction for how to queue up those questions.

Just maybe, first of all, Mark, the Q4 EBITA margin was I think a fairly big surprise. I noticed a couple of inter-quarter accrual movements.

But I guess the question I wanted to ask is should we be thinking about higher CSU [ph] selects x the TSS acquisition margins? Or is it still call it, let's say, in the 20% to 21% annual EBITA margin range?

So it's a bit of a surprise for me too, Scott. The first thing I did was dive into the inter-quarter accrual one-time event type stuff.

And I think we called that out fairly specifically. Jamal did a nice job of explaining it in the MD&A.

So outside of that, I think there was still an increase in EBITA margin compared to what we have seen over the last little while. Perhaps not back a few years ago.

And the problem, as always with our business, is that it really is the 100 and something business units, and so there's no -- nothing generic happening out there that leads me to believe that we're going to see a significant increase in margins over an extended period of time. So I think it's a blip.

A couple of quarters into it, I'll tell -- I'll be able to tell better.

Okay. In the TSS letter to shareholders, you mentioned that some of the businesses at TSS either have a reduced or really no vertical market component at all.

Is -- some of those businesses are selected divestitures, something we could see from the TSS business?

It's not something we like to do. We pride ourselves in buying and holding forever businesses and believe that, that affects how we act towards them.

And so a strong, strong preference is to hold things. Now there are some businesses that were sold in the past, for instance, our hardware distribution business that related to school, where it clearly was not core competency and something we focused on, and we ended up selling it.

So I wouldn't say it's out of the question, but it's certainly not a first priority. The first priority is talking to the TSS people about our best practices, how we do stuff and trying to get them to think about the businesses that we do -- the way we do.

One last one for me, and that is on the R&D initiatives at TSS. Organic growth looks fairly low for an extended period of time in that business.

Do they manage and treat track initiatives similar to you? And is there an opportunity in your mind to take that investment higher?

So there are multiple business units inside of TSS. They have different approaches to initiatives.

One, which is kind of interesting and unique is a group where they, in essence, have almost an incubator for initiatives. And so I'm intrigued to study that and understand how they do it.

We've tried that here as well and we sort of have a hybrid of that approach inside of one of our operating groups. So all kinds of models and approaches to doing initiatives are being tried already inside of Constellation, and welcome the opportunity to figure out what they're doing inside of TSS.

It will probably be the area that we have the least influence on in the short term because it's a long-term investment in many of these investments they've already launched into, and they have views on how they're going to evolve. But it warrants tracking from the get-go, and so I'm trying to get them to break out initiatives and start tracking them and start forecasting how they will do with the initiatives, but I don't anticipate that there'll be any change in how they do, what they do on the initiative front for a while.

Mark, with TSS being one of your international acquisitions, that kind of signal's at -- that's really where a lot of the opportunities are going to come from over the next few years here?

I still see very, very significant growth in our prospects in the international area. We add a lot more leads there than we add in North America on a percentage basis.

Nonetheless, we still add a ton of leads from the North American markets. So I think it's going to be a balance, Richard.

It really comes down to attractive opportunities and where they pop up.

Right. And I don't know if we can comment on this, but by region, there are certain areas that you see more opportunities than others in Europe and abroad?

Or is it pretty much equal all over the place?

I think the point I've made previously is that software tends to be a substitute for labor. And, hence, high labor cost areas tend to have more attractive software prospects for us to acquire.

Hence, we have not gone into developing nations as a target, an aggressive target. And we are doing a few things in developing nations, but very small.

Okay. And there is one final one for me.

If you look at the cost in the professional service side, it seems to be up kind of a little bit more than some of your other areas of spending. Is that sort of a temporary lift or you need to sort of build that services organization a bit more to support some of these new acquisitions?

I'm looking vacantly at Jamal right now.

My sense is in some of the groups, like North American transit, they have been adding professional services staff, but I don't get that sense generally across the board. It's something to watch because as I've mentioned before, I think professional services expenses are a bellwether for what happens in the business.

I don't tend to look at it in an aggregate, but if it keeps trending upwards, it probably means that the managers see within each of their businesses the opportunity to deploy professional services people, which means that they're probably installing systems, which means the maintenance is probably likely to go up. So I think it tends to be tied to economic circumstances more closely than a lot of other functions inside the software businesses.

It's not something you often hear people talk about, but I think it's one of the better bellwethers.

Mark, now that you've owned TSS for a couple of months, can you talk about the opportunity for margin expansion in that business as you start talking to the managers and sharing the best practices with them?

Well, whenever you have intelligent managers they, of course, believe that they're doing a great job. And when you come in and say there are some best practices that you might consider, they -- because they're smart people, can explain to you the hundreds of reasons why those best practices won't work.

So we're sort of going through that phase right now. We're trying to expose them as much as we can to the people and the practices at Constellation.

I'm very hopeful that over time, some of those will transfer to TSS. And so, my expectation and hope is that we can help them run those businesses better, and presumably, some of that will show up on the bottom line.

Okay. In the MD&A, you comment that you're looking at selling a minority stake in TSS.

And since that's not something that you typically do, could you provide some color on your thinking there?

It was part and parcel of the transaction. We have not historically had minority shareholders in subsidiaries.

The managers and shareholders of TSS wanted that ability to reinvest, and so that was negotiated as part of the transaction.

Okay, and finally, how should we think about management's available bandwidth and then your term with respect to completing more M&A. So does TSS slow you down in any way, shape or form, while you're digesting this acquisition?

Or on the contrary, could TSS actually sustain or accelerate your pace of M&A given that you now have more of a team in Europe that can help you identify more targets?

Well, there's certainly one school of thought that having me spending time with TSS, keeps me out of the hair of the general managers of the other operating groups, and hence, the business will do better. And I don't anticipate personally being involved in any large transaction for the next year or so.

So it'll be business as usual at head office, with the exception that I'll be spending time with TSS. And down the operating groups, I don't think they're really affected other than I am trying to get them involved in sharing best practices.

So I don't see any real bandwidth issue, Thanos, in terms of TSS. Obviously, banging through 30 little acquisitions a year is nontrivial, and the operating groups have been doing it for a few years.

It should be lovely to see that ramp to 50 a year and that will be the challenge providing that integration capability. The ability to bring those companies into the fold and bring them up to speed is a challenge that a lot of the operating group general managers have to deal with.

But is it fair to assume that since -- with TSS, you're buying a team that had done M&A previously? Might that help you, over a long term, scale up your M&A deployments?

As you may have noticed and I don't recall specifically, they've already completed one acquisition since June that's became part of Constellation. And I anticipate that they will very quickly fall into the same sort of cadence of acquisitions that our other operating groups have.

Just a bit of a follow-up to Thanos' question. In terms of the pipeline for larger acquisitions, are you seeing more larger deals after doing a couple of big ones this year?

And what does the pipeline look like?

Two questions in there. What does the pipeline look like and what is the large company pipeline look like.

Large acquisitions tend to be in the pipeline for relatively short periods of time, from NDA through to close. They tend to be broker transactions that got a life of, let's call it, a couple of months, and you run to a clock that is set by the brokers and the vendors.

Hence, we don't see those a long time before they happen, and when they do, we tend to go very quickly because that's how they drive you through that process. And I guess what I'm trying to say is, there's very little visibility on the large transactions, and when they're going to happen and when they're going to enter the funnel and how quickly they'll level the funnel.

Back to the smaller transactions, the ones where we, call it, the owners stay in touch with them as opportunities arise, talk to them about how it might work, and then hopefully, having built a relationship, sort of gradually move towards an acquisition. We see those a lot further out.

And right now, the funnel is not particularly robust. It's back sort of mid-last year kind of levels and I have no real sense of what that means because as we've said before, the predictive power of our M&A funnel is very, very poor.

Obviously, Q4 was a big surprise compared to what we expected, both on the large transaction front and on the small transaction front.

Okay. And in terms of organic growth in both the public and private businesses, can you talk about the outlook going into 2014?

Organic growth has been pretty strong in the last couple of quarters.

Yes. The operating group general managers tend to be optimistic.

They nearly always slip a few points of organic growth during the course of the year from what they forecast at the beginning. Right now, I'd say they're modestly optimistic.

But given that history of slippage, you have to look at that with a somewhat jaundiced eye. Now there are some outliers where they actually hit their organic growth forecast and I went back and did an analysis of this about a year ago.

So my ability to forecast based on their forecast is limited. But I'd say, if you wandered around the groups right now, there's a slight feeling of optimism about the economy compared to the last 2 or 3 years.

Okay. And just one for Jamal.

On the -- can you talk about the adjustments between in the TSS income statement in the bar and your Q4 report? It looks that the TSS margins in the bar were a bit higher than in your Q4 report.

Is that just translation -- currency translation?

It shouldn't be. So are you saying that the margins in the bar are different than in our MD&A?

In terms of the TSS acquisitions, it looked a bit higher in the bar.

It could be that one is EBITDA. Are you doing EBITDA to EBITA?

Maybe that's it. Okay.

Yes, I'll go back and look at that.

Then the other issue is capitalization of software, as well, maybe?

No, but everything else should tie. Like -- they come -- like it's the same number is going in both, it's just must be a matter of what we put in the bar tied to our financials versus the MD&A as it has EBITA in them.

Yes, you're right. That's probably is what it is.

Mark, maybe we can talk a little bit about the TSS, the statement that you're investigating or looking to adopt some of the financing techniques of, maybe some of the private equity peers to compete a little more effectively for deals of certain sizes. What do you entail that sort of envisioning down the road as we go here in terms of leverage, comfort levels?

That really comes down to management, the TSS and what they want to do. I've seen private equity firms leverage firms to the hilt, drive for cash flow, pay down the debt, do recaps, and basically run their business around a financial model rather than operating model.

I've seen other private equity firms use something they call a leverage build up, where they use leverage but they also acquire and they build their financing facilities, so they can continue to acquire. And you don't get as much financial leverage there, but you get some, hopefully, strategic and operating leverage.

So it'll be an evolving thing, Paul. This is a team that is very sophisticated and capable of doing either of those approaches.

I obviously much rather see them build the business as opposed to melt the business. And I'm pretty sure that's where we'll end up going.

Is there the potential to go back and refinance and implement this strategy across some of the other groups in the business?

It's for sure would be a way of financing Constellation if other sources of capital were not easily available. Right now, I feel that other sources of capital are available and that we don't need to do that.

Okay, great. I guess the second one is more on management structure.

You talked a little bit, I think, first off to Scott, maybe in one of his questions, just about the cost and the margin. But as you steam towards 7,000 staff across the overall group, what about the need for additional structure?

Or you feel like it's pretty much just organically getting built in, we're sort of assuming that in the cost base as we go?

Well, hopefully, it's already there because we're over 8,000 right now. So -- but your underlying question is a legitimate one, and that's how do you manage something with hundreds of business units.

And we're obviously studying people who've done before to see how they've done it.

Fair enough.

All of our businesses are dealing with the issue right now. And what tends to happen is, like many of the things inside of Constellation, we bubble up people who have both the ambition and the talent inside the organization to roles that are increasingly large.

So someone who ran a function often ends up running a business unit; someone who run a business unit, ends up running a group of businesses; and someone who runs a group of business units, end up running an operating group. And that's worked well for us over the years, and I feel really comfortable with the quality of people that we have in the organization and their cultural alignment with the organization.

And it means that we can run the place with relatively low overheads compared to command and control type organization.

Okay, and last one for me, just maybe revisiting what we talked about, I guess, March 7 of last year around some of the European margins and the impact. And we spent some time on that call talking about, we weren't sure how long it was going to take to bring them on plan.

It seems like you made great progress there -- would appear, there's good progress there. What's played out, I guess, over the last, almost now it's a year?

So there's definitely been progress, but it's been uneven. Some of our European operations are doing far, far better than others, and we're learning a lot about operating in Europe.

I wouldn't call us masterful yet, in terms of our ability to manage European critical market softer businesses and be great owners of such businesses, but I think we're learning.

Mark, just going back to some of the previous questions. Could you maybe talk a little bit more about some of the best practices that you could adopt as a company, based on the TSS acquisition for further larger deals down the road?

That's a big question. So the most obvious thing is benchmarking.

You compare business units to each other, and you look at how they differ and you try and understand whether there's legitimate differences or merely differences in execution. If it's execution, then you work on execution.

Okay.

It's compensation. It's a host of different things.

It's kind of like trying to describe a building as a whole as opposed to the individual bricks that go into it. If you pick a brick, I can talk about it.

But there's an awful lot of bricks in the building.

Right. Okay.

So fair enough to say that, I mean, based on the TSS acquisition and the fact that there's enough bandwidth, you would not be sort of constrained in any sort of way for further larger deals, just from a management capacity and bandwidth point of view, right?

No. I think I said the opposite of that.

I personally will not be able to go work on a large transaction for the foreseeable future. I think each of our operating group managers has that capacity.

But within their realm, there may only be a low handful of large potential transactions that they'd want to go chase, nearly always somewhat strategic. So there aren't going to be a lot of those bubbling along.

And -- but if something in North America came along in one of our key verticals, that was large, I think we'd do it. We'd find a way.

Right, right. Okay, fair enough.

And just a couple of quick housekeeping questions. Does TSS have any sort of expense seasonality, which is similar to what Constellation might have?

I'm not close enough to their tax issues to understand whether they run into that Q1 tax and HR contribution issue that we run into in North America.

Okay, and just one last one. Then overall, how should we think about the tax rate going forward?

Maybe not on a quarterly basis, but just sort of rough ballpark.

Well, I think long term, I would think about tax rates going up. It appears that governments everywhere are keen to shut down whatever tax structures that are available and move everyone towards marginal rate.

So as we've said, year-after-year, if we were to stop acquiring, our tax rate would go up dramatically. We're in the fortunate position that right now in both the U.S., Canada, when you acquire, particularly if you acquire assets, you can write them off relatively quickly for tax purposes, and that shields our short-term tax rate.

Mark, I wonder if you can just touch on maintenance renewal levels in the sort of December, January timeframe and the pricing environment, and also how does that -- how do renewals look at the TSS business?

We have so many clients that it would be very, very hard to do that on a monthly kind of basis. What we do is once a year send out a request to the operating groups and generate the stats for the year.

And we usually publish that around May, early May, and you'll be able to sort of delve into that in some detail. There's pricing, there's attrition, there's new adds and there's acquired maintenance, broken out separately, and hopefully, adding up to our overall net maintenance revenue.

Okay, great. And then, in terms of Software as a Service, you've talked in the past about, maybe starting to disclose your business, your Software as a Service offerings.

So what's your thinking at this point on that?

So we had a discussion in the board yesterday. We have the information.

We are recently comfortable that we've got a crisp enough that we could share it. I'm a little uncomfortable that the cost of goods sold associated with a lot of the SaaS, and hosting and transaction-based models are not clear yet to us.

And, hence, if we tell you that SaaS revenues are x percentage of overall maintenance revenues and we can't answer the subsequent question of whether that's a good or a bad thing, I'm not comfortable. And so we're going to get some more information before we start sharing that information.

Okay. Great.

And Jamal, just one for you. In the business -- in the bar report, it notes the service revenue of EUR 166 million last year for TSS.

What was -- how much of that was maintenance revenues versus what you would consider consulting services or IT Services?

So in the MD&A we break out the different revenue streams for TSS, is that the number you're actually referring?

Yes, I think that's what I'd like.

So I think Blair there's more detail in the MD&A.

Yes. Like in the MD&A, we break out license, PS [ph], hardware and maintenance occurring, right?

Okay, great. I just saw the minor breakouts.

What's the page?

It's Page 12 of the MD&A.

Mark, I just like to pick your brain for a moment on sort of the longer term strategy and the move to financially levered deals. And so, I think in your letter last year, you mentioned that it will be a fundamental change to move to those type of structure.

And in particular, considering the use of stand-alone debt financing and that the return is below your hurdle rate if you don't use the leverage. My question is, what do you see is the opportunity?

Or why go this route considering the hassle of having to put in place the financing structure versus your model in the past, which has been, acquire a lot of small businesses?

We're going to keep acquiring a lot of small businesses. I wouldn't see us touching this largely rich transaction market until we felt we had exhausted the small business acquisition market.

So it's a -- I would say, much less attractive business model than our core business model.

And so there's no -- the core is still in place, which is 20 to 30, perhaps 50, smaller deals per year?

Absolutely. And I would not do anything to put that at risk or to divert capital from that.

So is it -- is this more of a, just putting your toe in the water? And it's almost an experiment at this point, before delving into it at some point when the smaller market is exhausted?

Absolutely.

Okay. And then thinking also about these financially leveraged deals, it's probably safe to assume that you're paying closer to market rates for the assets in the smaller ones.

So is there inherently more value-creation opportunity based on time in the market and making opportunistic acquisitions during market duress? So like in 2007, 2008?

So I think, 2 different issues there. One is I think we pay market for both.

And so in the small transaction market, they tend to trade at lower multiples then very large businesses that have been optimized. In the large transaction market, usually, you've had fairly sophisticated though perhaps, short-term oriented shareholders owning these businesses.

They may or may not have had software expertise to bring it to table. If it was a strategic acquire and they decide that software is hard or not as good a fit as they thought, those distressed assets can be very attractive to us.

If it's an economic recession, it may not be that the softer assets are suffering, it could be that the parent business is suffering and they're looking for ways to free up capital. What we discovered during recession, John Billowits and I at that time, John was the CFO, went around and visited all private equity groups because we thought we were going to have a heyday buying up troubled software businesses.

But what we discovered was they all came through the recession in pretty good shape. So despite the fact that they were leveraged to the gills, they managed to do fairly well.

So I don't think you see a lot of distress because of financial leverage type opportunities, even during recessions. I think it's more of the sort of strategic disposition market.

You don't need, if you're getting them at attractive prices, to leverage them up. And I think there's real benefit to not having management worry about both financial risk and operating risk.

If they're focusing on building a great business as opposed to meeting bank covenants, I think they're going to do a better job of building that business. And so financial leverage to me is a last resort as opposed to a first resort inside of our operating groups.

But the parent company, it may be a different issue as I've studied the high performance conglomerates over the years. What I've seen is that nearly all of them have used increasing amounts of leverage over time, particularly, if they are fairly diversified.

I think we'd certainly qualify for that category. The trick, of course, is to end up with the right kind of capital in the business.

Capital that you feel good about, that is long-term oriented and that you can live with. And that's the challenge that I've got right now, is trying to figure out what the best sources of capital for Constellation are long term.

Did I answer the least part of your question, Paul?

Yes. And I think that the follow on to that is, I think the comment about the dividend and your flexibility around the dividend.

And is that more about using it as a source of capital if there are the right opportunities available?

Yes. The dividend has got me torn.

Finance theory says if you need the cash and you're paying a dividend and there's no transaction cost, it's a legitimate place to go and raise capital, so to speak. At the same time, we feel this obligation to the people that came in to help us transition out our private equity shares -- shareholders, 2 or 3 years ago, or over that period of time to maintain the dividend because that's one of the things that attracted them.

And so we're torn between sort of 2 poles. However, what I wanted to do is signal to shareholders that the dividend is always up for consideration by the board.

If we were to stumble across an attractive acquisition for one of our -- in one of our key verticals and needed the capital, we would sacrifice the dividend, absolutely.

Okay. And just lastly on TSS specifically.

It seems like in the past, just looking at the past annual reports, they had a slightly different strategy than the way you've run your business. I think they used a little bit more integration of the units in more sort of like a branding strategy across the units.

From a philosophical point of view, I mean, do you think that you see that model changing towards the way you run the business more? Or is that -- are they dead set on that strategy on the way they run that business?

Or is it sort of a blending of the 2?

Well, we are quite different in our approaches to branding and things of that ilk. What I find wonderful is they're intelligent, open to rational argument and I suspect will end up somewhere in between, although I'm not about to end up with a pink and blue logo.

I mean, just looking at your pipeline going into 2014 versus last year, are you seeing better quality targets that need less restructuring? As you sort of take a first look at these companies?

Or the quality sort of remains the same year-over-year?

So this is one of the debates that comes up with the board all the time, which is, should we buy quality companies or companies that are great value? And I think we have the capacity to do either, but they tend to fall into natural categories.

So the businesses that people have built over 20 or 30 years that are independently owned by founders, tend to be high quality businesses. They love their clients, their products and their people.

And they pour, usually the proceeds of the business, back into building those things. Hence, they are inherently high quality businesses.

A business that has been a subsidiary of larger business and has been sold, has been mismanaged, let's say, and is being sold distressed, often has lost some of its franchise, some of its key employees, some of its products have gotten longer in the tooth and will be more of a long-term challenge. So those are the 2 sort of broadish categories you tend to run into.

And what are you seeing more this year versus last year? Or is it the same?

Or...

I would say, mostly we're seeing the mom-and-pop businesses that are 25 to 50 people, maybe 100 people, that have been built up over the years. They tend to be nice businesses.

Okay. Excellent.

And then on the vertical side, where are you seeing the highest opportunities for growth; healthcare, automotive, logistics as you sort of look at the private sector opportunities?

Yes. We tend to be kind of cyclical, so we're usually looking for the things that are suffering right now.

And so there aren't very many, unfortunately, sectors that are suffering. But if there is one, we're probably looking.

I wanted to follow-up on Paul's line of questioning, and I dearly hope you didn't answer this, I might have missed some of the answer, Mark. But rather than keying on size and the considerations, really a decide [ph] on the need or desire for debt, I wonder if we could just focus on the idea of complexion of a deal and whether maintenance and events, as having been such a great model with the encouragement of more SaaS, may change the complexion of the acquisitions and therefore, the cash flow dynamics, such that debt may be more of a requirement.

Is that a consideration?

It certainly would affect the economics of whatever business we buy. But there are some heartening trends out there in the industry.

So the original promise of SaaS was pay as you go, and a lot of the models were monthly pay. What we're seeing is that sales force has started to change the way they're charging.

I saw a stat and I can't remember where, but I think it's between 80% and 90% of their revenues are now, annually in advance. So the economic model of SaaS, I think, is recognized that it's way better to collect the dough in advance.

And with the leader in the SaaS world going there, I think others will follow. And so I'm hopeful that, that will become a norm in the industry and it won't be any different from a normal conventional maintenance model from an economic perspective.

Just, Jamal, I wanted to kind of pin you down a bit on the tax rate, at least on the income statement. I think in the past, you've said 10% to 15%, and it will probably creep towards the high end of that range.

What -- I mean, is that commentary still hold with the combined company in the next year?

Yes, definitely. I mean, the tax rate at TSS average is probably higher than what's CSI's was, so it -- that wouldn't bring it down by anyway -- it's not -- material enough to bring it outside of that range.

Okay, and lastly, the -- any worthwhile commentary on what would give rise to the bargain purchase gain in the quarter? Is that more of an accounting construct than anything else?

Yes. Again, it's just an acquisition we found, where the assets weren't of value to the seller, better of value to us.

Thank you for joining the Q4 call. And we are always happy to meet with shareholders.

So if you'd like to meet in person, just give us a call and we'll make the time to see you at our office. Goodbye now, and we'll talk to you on the Q1 call.

Thank you, Melanie.