Final Results - Year Ended 31 Dec 1999, Part 2

Reed International PLC Elsevier NV 24 February 2000 PART 2 Combined profit and loss ACCOUNT FOR THE YEAR ENDED 31 DECEMBER 1999 1999 1998 1999 1998 Note £m £m Em Em Turnover Including share of turnover in joint ventures 3,464 3,271 5,265 4,867 Less: share of turnover in joint ventures (74) (80) (112) (118) 3 3,390 3,191 5,153 4,749 Continuing operations before acquisitions 3,359 3,163 5,106 4,708 Acquisitions 31 - 47 - Continuing operations 3,390 3,163 5,153 4,708 Discontinued operations - 28 - 41 Cost of sales (1,185) (1,092) (1,801) (1,625) Gross profit 2,205 2,099 3,352 3,124 Operating expenses (2,028) (1,706) (3,083) (2,540) Before amortisation and exceptional items (1,420) (1,304) (2,159) (1,941) Amortisation of goodwill and intangible assets (369) (323) (561) (481) Exceptional items 4 (239) (79) (363) (118) Operating profit (before joint ventures) 177 393 269 584 Continuing operations before acquisitions 191 394 290 586 Acquisitions (14) - (21) - Continuing operations 177 394 269 586 Discontinued operations - (1) - (2) Share of operating profit in joint ventures 3 9 5 14 Operating profit including joint ventures 180 402 274 598 Non operating items 4 Continuing - net profit on sale of fixed asset investments 7 - 11 - - merger expenses - (10) - (15) Discontinued - net profit on sale of businesses - 692 - 1,031 Profit on ordinary activities before interest 187 1,084 285 1,614 Net interest expense (82) (40) (125) (60) Profit on ordinary activities before taxation 105 1,044 160 1,554 Tax on profit on ordinary activities (167) (271) (254) (404) (Loss)/profit on ordinary activities after taxation (62) 773 (94) 1,150 Minority interests and preference dividends (1) (1) (1) (1) (Loss)/profit attributable to parent companies' shareholders (63) 772 (95) 1,149 Ordinary dividends paid and proposed (234) (349) (356) (519) Retained (loss)/profit taken to combined reserves (297) 423 (451) 630 ADJUSTED FIGURES 1999 1998 1999 1998 Note £m £m Em Em Adjusted operating profit 5 792 813 1,204 1,210 Adjusted profit before tax 5 710 773 1,079 1,150 Adjusted profit attributable to parent companies' shareholders 5 527 571 801 850 Adjusted figures exclude the amortisation of goodwill and intangible assets, exceptional items and related tax effects, and are presented as additional performance measures. Combined cash flow statement FOR THE YEAR ENDED 31 DECEMBER 1999 1999 1998 1999 1998 Note £m £m Em Em Net cash inflow from operating activities before exceptional items 6 898 937 1,365 1,395 Payments relating to exceptional items charged to operating profit 6 (138) (258) (210) (384) Net cash inflow from operating activities 760 679 1,155 1,011 Dividends received from joint ventures 4 11 6 16 Interest received 33 61 50 91 Interest paid (114) (106) (173) (158) Returns on investments and servicing of finance (81) (45) (123) (67) Taxation (including £74m/E112m (1998 £nil/Enil) exceptional repayments) (99) (144) (150) (214) Purchase of tangible fixed assets (137) (151) (208) (225) Proceeds from sale of fixed assets 15 11 23 17 Capital expenditure (122) (140) (185) (208) Acquisitions (166) (1,232) (252) (1,833) Payments against acquisition provisions (1) (11) (2) (16) Exceptional net proceeds from sale of fixed asset investments and businesses 3 913 5 1,359 Merger expenses - (8) - (13) Acquisitions and disposals (164) (338) (249) (503) Equity dividends paid to the shareholders of the parent companies (339) (362) (515) (540) Cash outflow before changes in short term investments and financing (41) (339) (61) (505) Decrease in short term investments 297 63 451 94 Financing (197) 192 (300) 286 Increase/(decrease) in cash 59 (84) 90 (125) Short term investments include deposits of under one year if the maturity or notice period exceeds 24 hours, commercial paper investments and interest bearing securities that can be realised without significant loss at short notice. ADJUSTED FIGURES 1999 1998 1999 1998 Note £m £m Em Em Adjusted operating cash flow 5 780 808 1,186 1,203 Adjusted operating cash flow conversion 98% 99% 98% 99% Reed Elsevier businesses focus on adjusted operating cash flow as the key cash flow measure. Adjusted operating cash flow is measured after dividends from joint ventures, tangible fixed asset spend and proceeds from the sale of fixed assets but before operating exceptional payments and proceeds. Adjusted operating cash flow conversion expresses adjusted operating cash flow as a percentage of adjusted operating profit. Combined BALANCE SHEET AS AT 31 DECEMBER 1999 1999 1998 1999 1998 £m £m Em Em Fixed assets Goodwill and intangible assets 3,400 3,598 5,474 5,110 Tangible assets 386 399 622 567 Investments 119 87 192 123 3,905 4,084 6,288 5,800 Current assets Stocks 113 101 183 144 Debtors: amounts falling due within one year 666 731 1,072 1,038 Debtors: amounts falling due after more than one year 148 136 238 193 Cash and short term investments 440 708 708 1,005 1,367 1,676 2,201 2,380 Creditors: amounts falling due within one year (2,676) (2,791) (4,308) (3,963) Net current liabilities (1,309) (1,115) (2,107) (1,583) Total assets less current liabilities 2,596 2,969 4,181 4,217 Creditors: amounts falling due after more than one year (620) (797) (998) (1,132) Provisions for liabilities and charges (113) (36) (182) (51) Minority interests (8) (6) (14) (9) Net assets 1,855 2,130 2,987 3,025 Capital and reserves Combined share capitals 168 168 270 239 Combined share premium accounts 341 353 549 501 Combined reserves 1,346 1,609 2,168 2,285 Combined shareholders' funds 1,855 2,130 2,987 3,025 Net borrowings 1,066 962 1,717 1,366 The combined financial statements were approved by the Boards of Reed International P.L.C. and Elsevier NV, 23 February 2000. Combined statement of total recognised gains and losses FOR THE YEAR ENDED 31 DECEMBER 1999 1999 1998 1999 1998 £m £m Em Em (Loss)/profit attributable to parent companies' shareholders (63) 772 (95) 1,149 Exchange translation differences 17 (3) 405 (196) Total recognised gains and losses for the year (46) 769 310 953 Combined shareholders' funds reconciliation FOR THE YEAR ENDED 31 DECEMBER 1999 1999 1998 1999 1998 £m £m Em Em Combined shareholders' funds at 1 January 2,130 1,692 3,025 2,564 (Loss)/profit attributable to parent companies' shareholders (63) 772 (95) 1,149 Ordinary dividends paid and proposed (234) (349) (356) (519) Issue of shares on exercise of options, less capital redemptions 5 18 8 27 Exchange translation differences 17 (3) 405 (196) Combined shareholders' funds at 31 December 1,855 2,130 2,987 3,025 COMBINED FINANCIAL STATEMENTS NOTES TO THE COMBINED FINANCIAL STATEMENTS 1 Basis of preparation The Reed Elsevier combined financial statements encompass the businesses of Reed Elsevier plc and Elsevier Reed Finance BV and their respective subsidiaries, joint ventures and associates, together with the parent companies, Reed International and Elsevier. They are presented in both £ sterling and euros. 2 Exchange translation rates Profit & loss Balance sheet 1999 1998 1999 1998 Euros to sterling 1.52 1.49* 1.61 1.42 Dutch guilders to sterling 3.35 3.28 3.55 3.13 US dollars to sterling 1.62 1.66 1.62 1.66 Euros to US dollars 0.94 0.90* 0.99 0.86 *based on the average guilder rate for 1998. 3 Segment analysis Adjusted Adjusted operating operating Turnover profit Turnover profit 1999 1998 1999 1998 1999 1998 1999 1998 £m £m £m £m Em Em Em Em Geographical origin North America 1,836 1,663 359 390 2,791 2,476 547 581 United Kingdom 698 692 191 204 1,061 1,030 290 304 The Netherlands 391 383 135 128 594 570 205 190 Rest of Europe 307 293 87 76 467 436 132 113 Rest of world 158 132 20 15 240 196 30 22 Continuing operations 3,390 3,163 792 813 5,153 4,708 1,204 1,210 Discontinued operations - 28 - - - 41 - - Total 3,390 3,191 792 813 5,153 4,749 1,204 1,210 1999 1998 1999 1998 £m £m Em Em Geographical market North America 1,906 1,726 2,898 2,569 United Kingdom 484 483 736 719 The Netherlands 237 222 360 330 Rest of Europe 418 407 635 606 Rest of world 345 325 524 484 Continuing operations 3,390 3,163 5,153 4,708 Discontinued operations - 28 - 41 Total 3,390 3,191 5,153 4,749 Discontinued operations comprise IPC Magazines and the remaining consumer book publishing operations sold in 1998. COMBINED FINANCIAL STATEMENTS NOTES TO THE COMBINED FINANCIAL STATEMENTS 4 Exceptional items 1999 1998 1999 1998 £m £m Em Em Reorganisation costs (161) - (244) - Acquisition related integration costs (28) (26) (43) (39) Year 2000 compliance costs (50) (53) (76) (79) Charged to operating profit (239) (79) (363) (118) Net profit on sale of fixed asset investments and businesses 7 692 11 1,031 Merger expenses - (10) - (15) Total exceptional (charge)/credit (232) 603 (352) 898 Tax credit/(charge) 15 (70) 23 (105) 5 Adjusted figures Adjusted profit and cash flow figures are used by the Reed Elsevier businesses as additional performance measures. These exclude the amortisation of goodwill and intangible assets, exceptional items and related tax effects, and are derived as follows: 1999 1998 1999 1998 £m £m Em Em Operating profit 180 402 274 598 Adjustments: Amortisation of goodwill and intangible assets 373 332 567 494 Exceptional items 239 79 363 118 Adjusted operating profit 792 813 1,204 1,210 Profit before tax 105 1,044 160 1,554 Adjustments: Amortisation of goodwill and intangible assets 373 332 567 494 Exceptional items 232 (603) 352 (898) Adjusted profit before tax 710 773 1,079 1,150 (Loss)/profit attributable to parent companies' shareholders (63) 772 (95) 1,149 Adjustments: Amortisation of goodwill and intangible assets 373 332 567 494 Exceptional items 217 (533) 329 (793) Adjusted profit attributable to parent companies' shareholders 527 571 801 850 Net cash inflow from operating activities 760 679 1,155 1,011 Dividends received from joint ventures 4 11 6 16 Purchase of tangible fixed assets (137) (151) (208) (225) Proceeds from sale of fixed assets 15 11 23 17 Payments in relation to exceptional items charged to operating profit 138 258 210 384 Adjusted operating cash flow 780 808 1,186 1,203 COMBINED FINANCIAL STATEMENTS NOTES TO THE COMBINED FINANCIAL STATEMENTS 6 Reconciliation of net cash inflow from operating activities 1999 1998 1999 1998 £m £m Em Em Operating profit (before joint ventures) 177 393 269 584 Exceptional charges to operating profit 239 79 363 118 Operating profit before exceptional items 416 472 632 702 Amortisation of goodwill and intangible assets 369 323 561 481 Depreciation charges 117 97 178 144 Net SSAP24 pension credit (3) (4) (5) (6) Total non cash items 483 416 734 619 Increase in stocks (9) - (14) - (Increase)/decrease in debtors (8) 17 (12) 26 Increase in creditors 16 32 25 48 Movement in working capital (1) 49 (1) 74 Net cash inflow from operating activities before exceptional items 898 937 1,365 1,395 Payments relating to exceptional items charged to operating profit (138) (258) (210) (384) Net cash inflow from operating activities 760 679 1,155 1,011 7 Reconciliation of net borrowings 1999 1998 1999 1998 £m £m £m Em Net borrowings at 1 January (962) (630) (1,366) (955) Increase/(decrease) in cash 59 (84) 90 (125) Decrease in short term investments (297) (63) (451) (94) Decrease/(increase) in borrowings 202 (174) 308 (259) Change in net borrowings resulting from cash flows (36) (321) (53) (478) Inception of finance leases (11) (10) (17) (15) Exchange translation differences (57) (1) (281) 82 Net borrowings at 31 December (1,066) (962) (1,717) (1,366) 8 Contingent liabilities A lawsuit has been filed in the United States against Reed Elsevier Inc. by Jurisline.com LLC seeking declaratory relief relating to copyrights and trademarks and challenging the validity of subscription agreements. It also alleges that Reed Elsevier Inc. has engaged in anti-competitive behaviour and seeks damages and injunctive relief. The lawsuit is being vigorously defended. In a related lawsuit the Reed Elsevier subsidiary, Matthew Bender & Company Inc., has filed a suit alleging that Jurisline has fraudulently obtained its products and has sought to use those products in developing a legal information service in breach of express contractual restrictions. Reed Elsevier fully expects the courts to reaffirm the enforceability of its contracts and dismiss the claims filed against Reed Elsevier Inc.. A decision against Reed Elsevier could, however, have significant consequences across the information industry in relation to the protection of databases. A lawsuit has also been recently filed against Reed Elsevier Inc. and the Thomson Corporation by two practising attorneys in the US Virgin Islands alleging anti-competitive behaviour and claiming $6bn in damages and penalties. The claim is regarded as baseless and Reed Elsevier expects that it will be successfully defended. No amounts have been provided in respect of the above claims. REED INTERNATIONAL P.L.C. SUMMARY FINANCIAL INFORMATION Basis of preparation The results for the year ended 31 December 1999 reflect Reed International's 50% share of the Reed Elsevier combined businesses, and its 5.8% interest in Elsevier, both of which are accounted for on an equity basis. Adjusted figures, which exclude amortisation of goodwill and intangible assets, exceptional items and related tax effects, are presented as additional performance measures. Summary consolidated profit and loss account 1999 1998 FOR THE YEAR ENDED 31 DECEMBER 1999 £m £m Share of combined turnover 1,793 1,688 Share of adjusted profit before tax Reed Elsevier combined businesses (50%) 355 387 Elsevier (5.8%) 21 22 376 409 Share of amortisation (197) (176) Share of exceptional items before tax (122) 319 Elsevier's share of UK tax credit on distributed earnings (6) (12) Profit on ordinary activities before taxation 51 540 Tax on profit on ordinary activities (90) (144) (Loss)/profit attributable to ordinary shareholders (39) 396 Dividends paid and proposed (116) (172) Retained (loss)/profit taken to reserves (155) 224 Basic (loss)/earnings per share (3.4)p 34.7p Diluted (loss)/earnings per share (3.4)p 34.6p Adjusted earnings per share 24.4p 26.4p Adjusted earnings per share is based upon the Reed International's shareholders' 52.9% share of the adjusted profit attributable of the Reed Elsevier combined businesses. Tax on profit on ordinary activities includes £95m (1998 £143m) in respect of joint ventures. Dividends The directors of Reed International have proposed a final dividend of 5.4p per ordinary share (1998 10.4p) which when added to the interim dividend already paid of 4.6p per ordinary share (1998 4.6p), amounts to a total 1999 dividend of 10.0p per ordinary share (1998 15.0p), a decrease of 33%. Dividends paid to Reed International and Elsevier shareholders are equalised at the gross level inclusive of the UK tax credit received by certain Reed International shareholders. The equalisation adjustment equalises the benefit of the tax credit between the two sets of shareholders in accordance with the equalisation agreement. Reconciliation of shareholders' funds 1999 1998 £m £m Shareholders' funds at 1 January 1,127 895 Retained (loss)/profit (155) 224 Issue of shares on exercise of options 4 14 Redemption of preference shares (4) - Exchange translation differences 9 (6) Shareholders' funds as at 31 December 981 1,127 The balance sheet of Reed International reflects its shareholders' 52.9% interest in the net assets of the Reed Elsevier combined businesses. Shareholders' funds are largely represented by the investment in Reed Elsevier. The financial information set out above has been abridged from the financial statements for the year ended 31 December 1999, which have been audited by Deloitte & Touche, and will be filed with the UK Registrar of Companies following the Annual General Meeting. The audit report was unqualified and did not contain statements under S237(2) or (3) Companies Act 1985. ELSEVIER NV SUMMARY FINANCIAL INFORMATION Basis of preparation The results for the year ended 31 December 1999 reflect Elsevier's 50% share of the Reed Elsevier combined businesses, which are accounted for on an equity basis. Adjusted figures, which exclude amortisation of goodwill and intangible assets, exceptional items and related tax effects, are presented as additional performance measures. Summary profit and loss account 1999 1998 FOR THE YEAR ENDED 31 DECEMBER 1999 Em Em Share of combined turnover 2,577 2,375 Share of adjusted profit before tax from Reed Elsevier combined businesses (50%) 540 575 Share of amortisation (284) (247) Share of exceptional items before tax (176) 449 Taxation (128) (203) (Loss)/profit attributable to shareholders (48) 574 Allocation of (loss)/profit Dividends paid and proposed 179 263 Transfer (from)/to reserves (227) 311 (Loss)/profit attributable to shareholders (48) 574 Adjusted earnings per share (in euros) 0.57 0.60 Adjusted earnings per share is based upon Elsevier's shareholders' 50% share of the adjusted profit attributable of the Reed Elsevier combined businesses. Dividends The directors of Elsevier have proposed a final dividend of E0.15/Dfl 0.33 per ordinary share (1998 E0.26/Dfl 0.58), which when added to the interim dividend already paid of E0.12/Dfl 0.26 per ordinary share (1998 E0.13/Dfl 0.29), amounts to a total 1999 dividend of E0.27/Dfl 0.59 per ordinary share (1998 E0.39/Dfl 0.87), a decrease of 31%. Dividends paid to Reed International and Elsevier shareholders are equalised at the gross level inclusive of the UK tax credit received by certain Reed International shareholders. Equalisation represents the net movement to maintain Elsevier's shareholders' funds at 50% of the combined net assets. Movements include Elsevier's share of the UK tax credit on distributed earnings and an adjustment to recognise Reed International's entitlement on its shareholders' 5.8% interest to distributions equivalent to those payable to other Elsevier shareholders. Reconciliation of shareholders' funds 1999 1998 Em Em Shareholders' funds at 1 January 1,512 1,282 Retained (loss)/profit (227) 311 Issue of shares on exercise of options 8 5 Exchange translation differences and equalisation 200 (86) Shareholders' funds at 31 December 1,493 1,512 The balance sheet of Elsevier reflects its 50% share of the net assets of the combined businesses. Shareholders' funds are largely represented by the investments in Reed Elsevier. The financial information in respect of the year ended 31 December 1999 has been extracted from the statutory accounts of Elsevier which have been audited by Deloitte & Touche. ADDITIONAL information FOR us INVESTORS REED ELSEVIER SUMMARY COMBINED FINANCIAL INFORMATION UNDER US GAAP SUMMARY OF PRINCIPAL differences between UK and Dutch GAAP and US GAAP Basis of preparation The combined financial statements for Reed Elsevier are prepared in accordance with UK and Dutch GAAP, which differ in certain significant respects from US GAAP. The principal differences relate to the US GAAP requirements in respect of the capitalisation and amortisation of goodwill and other intangibles, deferred taxes, and the definition of continuing and discontinued operations. A more complete explanation of accounting policies used by the combined businesses and the differences between UK and Dutch GAAP and US GAAP will be set out in the 1999 Reed Elsevier Annual Report and Reed Elsevier Annual Report on Form 20-F. Net income For the year ended 31 December 1999 1999 1998 1999 1998 £m £m Em £m Net income under UK and Dutch GAAP (63) 772 (95) 1,149 US GAAP adjustments: Amortisation of goodwill and other intangibles (83) (477) (126) (710) Deferred taxation 67 77 101 114 Pensions 6 30 9 45 Other items - (4) - (6) Net income under US GAAP (73) 398 (111) 592 Analysed: Continuing operations (73) (122) (111) (182) Discontinued operations - income from operations - (1) - (1) - gain on sales - 521 - 775 Net income under US GAAP (73) 398 (111) 592 Discontinued operations comprised IPC Magazines and the remaining consumer book publishing operations which were the final elements of the Consumer segment sold in 1998. The adjustment for amortisation of goodwill and intangible assets in 1998 includes the additional write downs arising as a consequence of the re-evaluation of the remaining asset lives of goodwill and intangible assets under US GAAP. Shareholders' funds As at 31 December 1999 1998 1999 1998 £m £m Em £m Combined shareholders' funds under UK and Dutch GAAP 1,855 2,130 2,987 3,025 US GAAP adjustments: Goodwill and other intangibles 553 637 890 905 Deferred taxation (180) (242) (290) (344) Pensions 63 57 102 81 Other items 5 7 8 10 Ordinary dividends not declared in the period 127 244 204 346 Combined shareholders' funds under US GAAP 2,423 2,833 3,901 4,023 NOTES FOR EDITORS Reed Elsevier is a world leading publisher and information provider and its principal operations are in North America and Europe. Its two parent companies - Reed International P.L.C. ('Reed International') and Elsevier NV ('Elsevier') - are listed on the Amsterdam, London and New York Stock Exchanges and the returns to their respective shareholders are equalised in terms of dividend and capital rights. 'Reed Elsevier' and 'the combined businesses' comprise Reed International and Elsevier plus their two jointly owned companies, Reed Elsevier plc and Elsevier Reed Finance BV and their respective subsidiaries and joint ventures. Both Reed International ('RUK', CUSIP No. 758212872) and Elsevier ('ENL', CUSIP No. 290259100) have American Depositary Shares (ADSs) listed on the New York Stock Exchange (Depositary: Citibank NA). An ADS in Elsevier represents two ordinary shares in Elsevier, while a Reed International ADS represents four ordinary shares in Reed International. Final dividends on Reed International and Elsevier ADSs will be paid on 30 May 2000. The final dividends will be paid on 22 May 2000 to Reed International and Elsevier shareholders. The ex-dividend date for the Reed International ordinary shares is 2 May 2000 and for the Elsevier ordinary shares is 1 May 2000. For the Reed International payment the record date will be 8 May 2000. The Reed Elsevier Annual Review 1999 and Reed International P.L.C. 1999 Report and Accounts are being posted to Reed International shareholders on 17 March 2000. Copies of the Reed Elsevier Annual Review 1999 and Elsevier NV Annual Report 1999 will be available to shareholders in Elsevier on request. Copies of the Preliminary Statement are available to the public from the respective companies: Reed International P.L.C. Elsevier NV 25 Victoria Street Van de Sande Bakhuyzenstraat 4 London SW1H 0EX 1061 AG, Amsterdam UK The Netherlands Copies of all recent announcements, including this Preliminary Statement, and additional information on Reed Elsevier can be found on the Reed Elsevier Home Page on the World Wide Web: http://www.reed-elsevier.com

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