Final Results - Year Ended 31 Dec 1999, Part 2

WPP Group PLC 17 February 2000 PART 2 Balance sheet An unaudited summary of the Group's consolidated balance sheet as at 31 December 1999 is attached in Appendix I. Appendix II presents, for illustrative purposes only, the preliminary consolidated profit and loss account and the preliminary consolidated balance sheet in euros. As at 31 December 1999, the Group was cash positive with net cash of £92 million compared with £134 million at 31 December 1998 (1998 - £124 million on the basis of 1999 year end exchange rates), despite cash expenditure of £262 million on acquisitions and £18 million on share repurchases. As usual, this was primarily due to the seasonally strong fourth quarter and management efforts to improve working capital. Net debt averaged £206 million in 1999, up £63 million against £143 million in 1998 (up £51 million against £155 million in 1998 at 1999 exchange rates). These net debt figures compare with a current equity market capitalisation of approximately £9.0 billion giving a total enterprise value of approximately £9.2 billion. Cash flow continued to improve as a result of improved profitability and management of working capital. In 1999, operating profit was £264 million, capital expenditure £65 million, depreciation £42 million, tax paid £58 million, interest and similar charges paid £33 million and other net cash inflows of £21 million. Free cash flow available for debt repayment, acquisitions, share buybacks and dividends was therefore £171 million. A summarised unaudited consolidated cash flow statement is included in Appendix I. This free cash flow was more than absorbed by acquisition payments and investments of £262 million (offset by £52 million of cash acquired), share repurchases and cancellations of £18 million and dividends of £21 million. In the first five weeks of 2000 up until 4th February, the last date for which information is available prior to this announcement, net debt averaged £118 million versus net debt of £22 million for the same period last year at 2000 exchange rates. Your Board continues to examine ways of deploying its substantial cash flow of over £220 million per annum to enhance share owner value. As necessary capital expenditure normally approximates to 1-1.5 times the depreciation charge, the Company has concentrated on examining possible acquisitions or returning excess capital to share owners in the form of dividends or share buy-backs. In 1999 the Group increased its equity interests, at a combined initial cost of £262 million in cash, in advertising and media investment management agencies in Australia, Austria, Brazil, France, Italy, The Netherlands, Portugal, Spain, Sweden, the United Kingdom and the United States; in information and consultancy in Argentina, France, Germany, Mexico, Poland, the United Kingdom and the United States; in public relations and public affairs in Chile, Germany, the United Kingdom and the United States; and in branding and identity, healthcare and specialist communications in Brazil, the Czech Republic, France, Germany, the United Kingdom and the United States. Particularly interesting functional acquisitions and investments have been made in the world's leading loyalty marketing company (Brierley Partners), hi-tech public relations and public affairs (Blanc & Otus, Hiller W-st), sports sponsorship, marketing and public relations (PRISM), corporate reputation research, branding and identity (BPRI, Brand Union, Brindfors, Windi Winderlich), multi-ethnic marketing (Market Segment Group), call center marketing (Center Partners), digital and new media (NoHo, Mediaquest, High Co), on-line technology advertising (Dazai), airline marketing research (Jochems Ladendorf), television audience measurement (ILASA), outdoor advertising contracting (Portland), healthcare marketing (Shire Hall, Matthew Poppy), promotion and direct (Perspectives), specialist public relations (BWR, Feinstein Kean), financial services marketing consultancy (P7Four, International Presentations), and technology and media research (Intelliquest, SPC, SMG, DRI). As noted above, your Board has decided to increase the final dividend by 22% to 2.1p per share, taking the full year dividend to 3.1p per share which is over seven times covered. In addition, as current opportunities for cash acquisitions at sensible prices are limited particularly in the United States, the Company will be increasing the target amount available for share buy-backs in the open market to £50-100 million, when market conditions are appropriate. Such annual rolling share repurchases would represent approximately 1% of the Company's share capital which seems to have a more significant impact in improving share owner value. If sufficient small to medium sized cash acquisition opportunities are available and there are attractive opportunities for share repurchases, your Board is prepared to increase net debt further to the range of £200-250 million in comparison with the historical target range of £150-200 million. This level of debt would still represent only 2-3% of the Company's market value. Developments in 1999 Including associates, the Group had over 39,000 full-time people in over 950 offices in 92 countries at the year end. It services over 300 of the Fortune Global 500 companies, over one-third of the Nasdaq 100, and approximately 330 national or multi-national clients in three or more disciplines. More than 60 clients are serviced in four disciplines. The Group also works with over 100 clients in six or more countries. These statistics reflect the increasing opportunities for developing client relationships between activities nationally, internationally and by function. The Group estimates that 25% of new assignments in the year were generated through the joint development of opportunities by two or more Group companies. Management Stock Ownership Under the Group's 100 Club, 300 Club and High Potential 300 Club executive stock option programs, options have been granted each year since 1995 to those people with major responsibility for the success of our business. In 2000, these programs will be further expanded as a result of the significant growth of the Group over the past five years. In addition, 50% of all awards to the 500 participants in operating company long-term incentive plans are paid in WPP restricted stock. In 1997, WPP launched the Worldwide Ownership Plan to give all our people an opportunity to share in its success through stock ownership. Options have been granted annually under this program to approximately 9,000 people worldwide. Including outstanding options, interests in WPP restricted stock, stock already owned and holdings of the Employee Stock Ownership Plan, people working in the Group currently own, or have interests in, in excess of 63 million ordinary WPP shares representing over 8% of the Company. The Leadership Equity Acquisition Plan (LEAP) was approved by share owners on 2 September 1999. Fifteen executives of the Group have been invited to participate in the plan. These participants will purchase or have purchased 2,549,059 WPP ordinary shares and have made a commitment to retain them until September 2004. Under the terms of LEAP, the participants may earn matching shares over a five-year performance period, based on the Group's relative total share owner return as compared with 14 other major listed companies in our industry. Future prospects Considerable progress was again made in 1999, helped by a strong economic environment in North America and Europe and recovery in Asia Pacific. Continued progress has been made over the last seven years during which pre-tax profits have increased almost five times from £54 million in 1993 to £85 million in 1994, £114 million in 1995, £153 million in 1996, £177 million in 1997, £213 million in 1998 and £255 million in 1999. Over the same period operating margins (including income from associates) have almost doubled from 7.0% to 13.4%, and average net debt has almost halved from £361 million in 1993 to £268 million in 1994, £214 million in 1995, £145 million in 1996, £115 million in 1997, rising to £143 million in 1998 and £206 million in 1999. However, there is still a significant profit opportunity in matching the operating margins of the best-performing competition. The best-performing competitive listed holding companies, The Interpublic Group of Companies Inc. ('IPG') and Omnicom Group Inc. ('Omnicom') achieve 15%-16% operating margins, whilst their best-performing individual agencies such as McCann-Erickson Worldwide and BBDO Worldwide are estimated to achieve operating margins of as much as 20%. This compares to a WPP parent company margin of 13.4% and combined margins at the Ogilvy & Mather Worldwide and J. Walter Thompson Company brands of 16.4%. Historically, listed public relations companies showed operating margins of over 10% which have now been more than matched by our own operations. As mentioned before operating management has indicated that margin performance can be improved further. The results of our research into comparative benchmarking data on our information and consultancy and identity and branding, healthcare and specialist communications operations confirm that our businesses in these areas are competitive, although there are still opportunities to improve performance to the level of the best-performing competitors. The task of eliminating surplus property costs has been achieved over the last eight years. Over 650,000 sq ft with a cash cost of approximately £14 million ($22 million) per annum has been sublet or absorbed. Whilst WPP's rental costs to revenue ratio is competitive to its best performing competition your Board believes the Group is still capable of achieving a further =% improvement equivalent to approximately £11 million of operating profit, which would, of course, form part of any general operating profit improvement. Achievement of 'best practice' competitive operating margins and our targets in just our advertising and public relations and public affairs businesses at current revenue levels, would generate approximately £20-30 million of annual operating profits. As usual, our budgets for 2000 have been prepared on a conservative basis. They predict like-for-like revenue increases of over 7% in comparison to 1999. This compares with budgeted growth of 6% in 1998 against an actual outcome of almost 8% and budgeted growth of over 4% and actual growth of almost 8% in 1999. We only have data for one month so far in 2000, for January, and this shows a like-for-like increase well in excess of budget. Economic conditions in North America and Europe remain sound as long as interest rate increases remain moderate and financial markets stable. The economic difficulties in Asia Pacific have moderated and reasonable growth is being experienced in China, Taiwan, Singapore, Thailand, Malaysia, India and Australia. Japan and Indonesia remain problematic. Even Latin America is improving partly as year-to-year comparisons become easier and, in our case, as significant new business wins kick in. Our budgets for 2000 indicate a like-for-like growth rate of over 10% for Asia Pacific and Latin America. In the slower growth, lower inflation 1990s there are still economic uncertainties in the United States, United Kingdom and Continental Europe, as a result of continued relatively high levels of unemployment in some countries and the consequent lack of confidence and fear of further unemployment amongst both consumers and managers. In the medium-term, therefore, like-for-like revenue gains are likely to be in the mid-single to high-single digit range and in these circumstances the Company will continue to concentrate on improving the balance of its resources and the flexibility of its costs particularly in staff and property areas. To achieve this, short-term and long- term incentive plan objectives have been based on improving absolute levels of profit, operating margins, staff cost to revenue ratios, incremental revenue conversion, revenue growth and Group co-operation. These incentive plans now include 'side-car' cyber funds, minority interest IPO's and equity for fee funds which offer attractive additional inducements to our key new media and technology people. The structure of the equity for fee funds is aimed to ensure cash fees for the Group, offer effective retention incentives to our people and minimise divisiveness between the 'old' and 'new' media parts of our business. As our margins improve and come even closer to matching the very best performing competition, increasing emphasis is being placed on revenue generation through the incentive objectives. Consequently, the Group has increasingly focused on improving its competitive position in the faster growing segments of the communications services industry. Despite the recent recession, your Board continues to believe that Asia Pacific, Latin America, Africa and the Middle East and Central and Eastern Europe will offer superior opportunities for growth in the medium to long-term. These markets now account for over 17% of the Group's revenue as opposed to 13% in 1992 despite the recent slowdown in growth. These markets are still forecast to continue to grow at significantly faster rates than those of North America and Western Europe in the long-term. WPP, according to the Advertising Age Agency Report, ranks in the top three in all of the ten fastest growing markets of the world. In these circumstances there is no reason to believe that the Group cannot achieve the objective set in 1998 of further improving margins by another 0.6% in 2000. Your Board does not believe that there is any functional, geographic, account concentration or structural reason that should prevent the Group achieving operating margins of 14% by 2000. After all the two best listed performers in the industry are at 15-16% and that is where we would want to be. Neither is there any reason why operating margins could not be improved beyond this level by continued focus on revenue growth and careful husbandry of costs. As a result of this confidence, your Board is setting a new operating margin plan, its fourth since 1991, to achieve a 15% operating margin by 2002. The objective will be to achieve 14.5% in 2001 and 15% in 2002. Increasingly, WPP is concentrating on its mission of the 'management of the imagination', and ensuring it is a big company with the heart and mind of a small one. To aid the achievement of this objective and to develop the benefits of membership of the Group for both clients and our people, the parent company continues to develop its activities in the areas of human resources, property, procurement, information technology and practice development. Ten practice areas which span all our brands have been developed initially in media investment management, healthcare, privatisation, new technologies, new faster growing markets, internal communications, retailing, entertainment and media, financial services and hi-tech and telecommunications. 1999 saw the continued development of MindShare, the combined media investment management unit of our two major agencies - Ogilvy & Mather Worldwide and J. Walter Thompson Company - in North America, Europe, Asia Pacific and Latin America. Other new ventures initiated, for example, in the healthcare area include a joint company in Europe between Ogilvy & Mather Worldwide and CommonHealth; The Quantum Group, a New Jersey-based direct-to-consumer pharmaceutical company; MD&A/Salud, a Hispanic healthcare agency; EinsonHealth, a joint venture between Einson Freeman and CommonHealth; and Enterprise IG Health, a healthcare identity group which is a joint venture between CommonHealth and Enterprise IG. Innovative graduate recruitment schemes, awards and training programmes have all continued to be implemented and developed in 1999. In 1999 the parent company continued a worldwide share ownership programme for all our people with over two years service, a partnership programme rewarding outstanding examples of collaboration across operating companies with the objective of adding value to our clients' businesses and training programmes on the new media and enhancing and stimulating creativity. 2000, WPP's fifteenth year, should be another good year given the quadrennial boost of the United States Presidential Election, the Sydney Olympics and the Millennium celebrations themselves. Early indications are that the worldwide growth rate of advertising will be stronger than 1999 at approximately 6-7% with marketing services growing at 8-9%. As long as financial markets remain stable and governments do not overdo deflationary correction, the worldwide economic environment should be good for growth in communications services expenditure as a whole. Although 2001 is further afield, it should see continued growth, perhaps a percentage point or so lower reflecting a possible Millennium hangover but the overall environment is favourable. Further information Sir Martin Sorrell Paul Richardson (44) 020 7408 2204 Feona McEwan Andrew Hall (1) 212 632 2314 This press release may contain forward-looking statements within the meaning of the federal securities laws. These statements are subject to risks and uncertainties that could cause actual results to differ materially including adjustments arising from the annual audit by management and the company's independent auditors. For further information on factors which could impact the company and the statements contained herein, please refer to public filings by the company with the Securities and Exchange Commission. The statements in this press release should be considered in light of these risks and uncertainties. MORE TO FOLLOW FRCDDLBFBLBBBBQ

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