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WPP Wpp Plc

829.20
-4.00 (-0.48%)
23 Dec 2024 - Closed
Delayed by 15 minutes
Share Name Share Symbol Market Type Share ISIN Share Description
Wpp Plc LSE:WPP London Ordinary Share JE00B8KF9B49 ORD 10P
  Price Change % Change Share Price Bid Price Offer Price High Price Low Price Open Price Shares Traded Last Trade
  -4.00 -0.48% 829.20 829.80 830.80 831.00 819.20 829.20 3,987,659 16:35:14
Industry Sector Turnover Profit EPS - Basic PE Ratio Market Cap
Advertising Agencies 14.84B 110.4M 0.1024 81.09 8.99B

Interim Results - PART TWO

22/08/2003 8:01am

UK Regulatory


RNS Number:9536O
WPP Group PLC
22 August 2003

       WPP GROUP - INTERIM RESULTS FOR THE SIX MONTHS ENDED 30 JUNE 2003

                                    PART TWO



Appendix I


                                 WPP GROUP PLC

             Interim results for the six months ended 30 June 2003

Unaudited consolidated interim profit and loss account for the six months ended
                                  30 June 2003


                                                           Six months  Six months
                                                                ended       ended                         Year ended
                                                              30 June     30 June              Constant  31 December
                                                    Notes        2003        2002           Currency(3)         2002
                                                                   #m          #m    +/(-)%      +/(-)%           #m
Turnover (gross billings)                                     8,639.2     8,779.9     (1.6)         1.6     18,028.7


Cost of sales                                               (6,728.4)   (6,820.1)       1.3       (1.5)   (14,120.4)
Revenue                                               4       1,910.8     1,959.8     (2.5)         1.8      3,908.3


Direct costs                                                  (110.1)     (110.7)       0.5       (3.3)      (218.2)
Gross profit                                                  1,800.7     1,849.1     (2.6)         1.7      3,690.1

Operating costs excluding goodwill
amortisation and impairment                                 (1,582.4)   (1,611.0)       1.8       (2.8)    (3,239.9)
Goodwill amortisation and impairment                  8        (43.5)      (36.7)    (18.5)      (17.5)      (177.7)
Operating costs                                             (1,625.9)   (1,647.7)       1.3       (3.1)    (3,417.6)
Operating profit                                                174.8       201.4    (13.2)      (10.3)        272.5

Income from associates                                           15.8        15.8         -         3.6         30.0
Profit on ordinary activities before interest,
taxation, fixed asset gains and write-downs                     190.6       217.2    (12.2)       (9.3)        302.5

Profits on disposal of fixed assets                                 -           -         -           -          9.2
Amounts written off fixed asset investments                         -           -         -           -       (19.9)
Net interest payable and similar charges
on net borrowings                                              (31.2)      (41.0)      23.9        19.0       (79.6)
Net interest charges on defined benefit
pension schemes                                                 (5.8)       (2.5)   (132.0)     (141.9)        (6.8)
Net interest payable and similar charges                       (37.0)      (43.5)      14.9         9.6       (86.4)
Profit on ordinary activities before taxation                   153.6       173.7    (11.6)       (9.2)        205.4

Taxation on profit on ordinary activities             5        (51.7)      (53.4)       3.2         3.4      (103.4)
Profit on ordinary activities after taxation                    101.9       120.3    (15.3)      (12.0)        102.0

Minority interests                                              (6.7)       (6.0)    (11.7)      (12.5)       (14.0)
Profit attributable to ordinary share owners                     95.2       114.3    (16.7)      (13.4)         88.0

Ordinary dividends                                    6        (24.5)      (20.0)      22.5        22.5       (62.5)
Retained profit for the period                                   70.7        94.3    (25.0)      (21.8)         25.5

Headline PBIT (1)                                     4         234.1       253.9     (7.8)       (5.2)        480.2
Headline PBIT (1) margin                                        12.3%       13.0%                              12.3%
Headline PBT (1)                                                202.9       212.9     (4.7)       (2.5)        400.6

Headline earnings per share (2)
Basic earnings per ordinary share                     7         13.0p       13.8p     (5.8)       (2.5)        25.5p
Diluted earnings per ordinary share                   7         12.8p       13.4p     (4.5)       (1.6)        24.9p


Standard earnings per share
Basic earnings per ordinary share                     7          8.6p       10.3p    (16.5)      (13.0)         7.9p
Diluted earnings per ordinary share                   7          8.5p       10.0p    (15.0)      (12.2)         7.7p


(1) Headline PBIT: Profit on ordinary activities before interest, taxation,
goodwill amortisation and impairment, fixed asset gains and write-downs.

Headline PBT:  Profit on ordinary activities before taxation, goodwill
amortisation and impairment, fixed asset gains and write-downs, and net
interest charges on defined benefit pension schemes. The calculations of
Headline PBIT and Headline PBT are presented in Appendix IV.

(2) Headline earnings per ordinary share excludes goodwill amortisation and
impairment, fixed asset gains and write-downs, and net interest charges on
defined benefit pension schemes. The calculation of Headline earnings is
presented in Appendix IV.

(3) Constant currency is defined in Appendix IV




                                WPP GROUP PLC

         Unaudited consolidated summary interim cash flow statement for

                       the six months ended 30 June 2003

                                                                      Six months       Six months     Year ended
                                                                   ended 30 June    ended 30 June    31 December
                                                                            2003             2002           2002
Reconciliation of operating profit to net cash (outflow)/inflow               #m               #m             #m
from operating activities:
Operating profit                                                           174.8            201.4          272.5
Depreciation                                                                53.0             59.5          116.6
Goodwill amortisation and impairment charges                                43.5             36.7          177.7
Movements in working capital and provisions                              (321.2)          (252.5)          213.1
Net cash (outflow)/inflow from operating activities                       (49.9)             45.1          779.9
Dividends received from associates                                           6.0              4.4            9.4
Returns on investments and servicing of finance                           (47.7)           (48.5)         (78.2)
United Kingdom and overseas tax paid                                      (43.0)           (43.6)         (85.0)
Purchase of tangible fixed assets                                         (32.9)           (34.0)        (100.5)
Purchase of own shares by ESOP Trust                                       (2.8)           (67.9)         (67.6)
Proceeds from sale of tangible fixed assets                                  3.3              1.8           10.2
Capital expenditure and financial investment                              (32.4)          (100.1)        (157.9)
Initial cash consideration for acquisitions                               (47.2)          (112.3)        (141.2)
Earnout payments                                                          (45.4)           (44.9)         (82.4)
Loan note redemptions                                                      (6.5)           (44.9)         (93.7)
Net cash acquired                                                            0.6             58.0           62.8
Purchase of majority of Cordiant bank debt from its lenders              (176.6)                -              -
Purchases of other investments (including associates)                     (51.0)            (2.0)         (26.1)
Proceeds from disposal of other investments                                  2.2              3.3            3.3
Acquisitions and disposals                                               (323.9)          (142.8)        (277.3)
Equity dividends paid                                                          -                -         (55.6)
Net cash (outflow)/inflow before management of
liquid resources and financing                                           (490.9)          (285.5)          135.3
Management of  liquid resources                                            118.8             43.7        (113.6)
Proceeds from issue of convertible bond                                        -            450.0          450.0
Increase/(reduction) in drawings on bank loans                             125.5          (116.2)        (239.3)
Financing and share issue costs                                            (2.7)            (9.0)         (12.9)
Share placement                                                            100.2                -              -
Proceeds from other issue of shares                                          5.0             20.5           24.4
Share cancellations                                                       (20.2)                -          (8.3)
Net cash inflow from financing                                             207.8            345.3          213.9
(Decrease)/increase in cash and overdrafts for the period                (164.3)            103.5          235.6
Translation difference                                                      11.4              6.1          (0.4)
Balance of cash and overdrafts at beginning of period                      500.9            265.7          265.7
Balance of cash and overdrafts at end of period                            348.0            375.3          500.9
Reconciliation of net cash flow to movement in net debt:
(Decrease)/increase in cash and overdrafts for the period                (164.3)            103.5          235.6
Cash (inflow)/outflow from increase in liquid resources                  (118.8)           (43.7)          113.6
Cash inflow from increase in debt financing                              (125.1)          (324.9)        (201.2)
Other movements                                                            (6.5)            (3.9)          (8.8)
Translation difference                                                    (15.6)            (6.1)           23.2
Movement of net debt in the period                                       (430.3)          (275.1)          162.4
Net debt at beginning of period                                          (722.7)          (885.1)        (885.1)
Net debt at end of period (Note 11)                                    (1,153.0)        (1,160.2)        (722.7)

                                 WPP GROUP PLC

            Unaudited consolidated balance sheet as at 30 June 2003

                                                                      30 June         30 June       31 December
                                                        Notes            2003            2002              2002
                                                                           #m              #m                #m
Fixed assets
Intangible assets:
   Corporate brands                                                     950.0           950.0             950.0
   Goodwill                                                 8         4,441.7         4,452.2           4,407.0
Tangible assets                                                         354.4           396.9             377.3
Investments                                                 8           855.6           635.8             628.7
                                                                      6,601.7         6,434.9           6,363.0
Current assets
Stocks and work in progress                                             371.8           328.5             291.6
Debtors                                                               2,306.9         2,420.2           2,256.4
Trade debtors within working capital facility:
   Gross debts                                                          379.3           409.5             385.7
   Non-returnable proceeds                                            (211.8)         (229.1)           (217.4)
                                                                        167.5           180.4             168.3
Current asset investments
(short-term bank and escrow deposits)                                    71.6            33.1             190.4
Cash at bank and in hand                                                690.1           690.6             689.1
                                                                      3,607.9         3,652.8           3,595.8
Creditors:  amounts falling due within one year             9       (4,313.0)       (4,038.8)         (4,120.1)
Net current liabilities                                               (705.1)         (386.0)           (524.3)
Total assets less current liabilities                                 5,896.6         6,048.9           5,838.7

Creditors: amounts falling due after more than one year    
(including convertible bonds)                              10       (1,734.2)       (2,016.6)         (1,837.5)
Provisions for liabilities and charges                                (101.6)         (106.5)           (102.0)
Net assets excluding pension provision                                4,060.8         3,925.8           3,899.2
Pension provision                                                     (184.8)         (135.3)           (184.8)
Net assets including pension provision                                3,876.0         3,790.5           3,714.4

Capital and reserves
Called up share capital                                                 117.8           115.6             115.7
Share premium account                                                   939.4           834.6             836.6
Shares to be issued                                                     166.4           206.1             195.7
Merger reserve                                                        2,891.8         2,855.4           2,869.3
Other reserves                                                        (253.0)         (307.0)           (254.3)
Profit and loss account                                                (24.9)            40.5            (87.4)
Equity share owners' funds                                            3,837.5         3,745.2           3,675.6
Minority interests                                                       38.5            45.3              38.8
Total capital employed                                                3,876.0         3,790.5           3,714.4



                                 WPP GROUP PLC



     Unaudited consolidated statement of total recognised gains and losses

                     for the period ended 30 June 2003


                                                                     Six months      Six months      Year ended
                                                                       ended 30        ended 30     31 December
                                                                      June 2003       June 2002            2002
                                                                             #m              #m              #m
Profit for the period                                                      95.2           114.3            88.0
Exchange adjustments on foreign currency net investments                    2.7            29.8            82.3
Actuarial loss on defined benefit pension schemes in accordance
with FRS17 (Retirement Benefits)                                              -               -          (52.8)
Total recognised gains and losses relating to the period                   97.9           144.1           117.5





   Unaudited reconciliation of movements in consolidated share owners' funds

                       for the period ended 30 June 2003




                                                                     Six months      Six months      Year ended
                                                                       ended 30        ended 30     31 December
                                                                      June 2003       June 2002            2002
                                                                             #m              #m              #m
Profit for the period                                                      95.2           114.3            88.0
Ordinary dividends payable                                               (24.5)          (20.0)          (62.5)
                                                                           70.7            94.3            25.5
Exchange adjustments on foreign currency net investments                    2.7            29.8            82.3
Ordinary shares issued in respect of acquisitions                           5.7             0.5             8.2
Share placement                                                           100.2               -               -
Share issue costs charged to share premium account or merger
reserve                                                                   (2.2)               -           (3.4)
Other share issues                                                          5.0            20.8            24.3
Share cancellations                                                      (20.2)               -           (8.3)
Actuarial loss on defined benefit schemes                                     -               -          (52.8)
Net additions to equity share owners' funds                               161.9           145.4            75.8
Opening equity share owners' funds                                      3,675.6         3,599.8         3,599.8
Closing equity share owners' funds                                      3,837.5         3,745.2         3,675.6






                                 WPP GROUP PLC

 Notes to the unaudited consolidated interim financial statements (Notes 1-12)



1.     Basis of accounting



The unaudited consolidated interim financial statements are prepared under the
historical cost convention.



2.       Accounting policies



The unaudited consolidated interim financial statements comply with relevant
accounting standards and have been prepared using the accounting policies set
out on pages 104 to 106 of the Group's 2002 Annual Report and Accounts.  No
changes have been made to the accounting policies since this time.



The policies set out in the 2002 Annual Report and Accounts are in accordance
with applicable accounting standards in the United Kingdom (UK GAAP).



FRS 17 "Retirement benefits"



As disclosed in the 2002 Annual Report and Accounts, the Group accounts for
pension costs and retirement benefits in accordance with FRS 17. This requires
an annual actuarial assessment of the defined benefit pension schemes, which is
carried out by the Group's independent actuarial advisers. In the six months
ended 30 June 2003 the Group has charged the profit and loss account with #6.6
million (period ended 30 June 2002: #7.1 million; year ended 31 December 2002:
#11.4 million) of service cost and #5.8 million (period ended 30 June 2002: #2.5
million; year ended 31 December 2002: #6.8 million) of notional interest in
respect of defined benefit schemes on the basis of the 2002 actuarial
assessment. This will be updated during the second half of the year, and any
actuarial gains and losses arising on pension assets and liabilities in the
balance sheet will be shown in the statement of total recognised gains and
losses for 2003.



Statutory Information and Independent Review



The interim financial statements for the six months to 30 June 2003 and 2002 do
not constitute statutory accounts. The statutory accounts for the year ended 31
December 2002 received an unqualified auditors' report and have been filed with
the Registrar of Companies. The interim financial statements are unaudited but
have been reviewed by the auditors and their report is set out on page 20.



The announcement of the interim results was approved by the board of directors
on 21 August 2003.



3.      Currency conversion



The 2003 unaudited consolidated interim profit and loss account is prepared
using, among other currencies, an average exchange rate of US$1.6118 to the
pound (period ended 30 June 2002: US$1.4441; year ended 31 December 2002:
US$1.5036).  The unaudited consolidated interim balance sheet as at 30 June 2003
has been prepared using the exchange rate on that day of US$1.6528 to the pound
(period ended 30 June 2002: US$1.5279; year ended 31 December 2002: US$1.6100).



The unaudited consolidated interim profit and loss account and balance sheet are
presented in euros in Appendix II for illustrative purposes.  The unaudited
consolidated interim profit and loss account has been prepared using an average
exchange rate of Euro 1.4591 to the pound (period ended 30 June 2002:

Euro 1.6096; year ended 31 December 2002: Euro 1.5910).  The unaudited
consolidated interim balance sheet at 30 June, 2003 has been prepared using the
exchange rate on that day of Euro 1.4393 to the pound (period ended 30 June
2002: Euro 1.5435; year ended 31 December 2002: Euro 1.5345). This translation
should not be construed as a representation that the pound sterling amounts
actually represent, or could be converted into euros at the rates indicated.



The basis for calculating the constant currency percentage changes, shown on the
face of the consolidated interim profit and loss account, is presented in
Appendix IV.

                                 WPP GROUP PLC

  Notes to the unaudited consolidated interim financial statements (continued)



4.                  Segmental analysis



                Reported contributions by geographical area were as follows:

                                                                      Six months     Six months
                                                                           ended          ended      Year ended
                                                                         30 June        30 June     31 December
                                                                            2003           2002            2002
                                                                              #m             #m              #m
Revenue
United Kingdom                                                             306.5          312.2           619.2
United States                                                              786.4          855.1         1,655.0
Continental Europe                                                         496.8          444.2           929.6
Canada, Asia Pacific, Latin America, Africa & Middle East                  321.1          348.3           704.5

                                                                         1,910.8        1,959.8         3,908.3

Headline PBIT(1)
United Kingdom                                                              31.4           39.1            67.5
United States                                                              123.8          140.4           239.2
Continental Europe                                                          49.2           41.9            99.7
Canada, Asia Pacific, Latin America, Africa & Middle East                   29.7           32.5            73.8

                                                                           234.1          253.9           480.2



                Reported contributions by operating sector were as follows:

                                                                      Six months      Six months
                                                                           ended           ended      Year ended
                                                                         30 June         30 June     31 December
                                                                            2003            2002            2002
                                                                              #m              #m              #m
Revenue
Advertising and Media investment management                                886.8           896.0         1,810.0
Information, insight and consultancy(2)                                    334.0           331.0           664.7
Public relations and public affairs                                        212.9           232.9           447.6
Branding and identity, Healthcare and Specialist communications(2)         477.1           499.9           986.0

                                                                         1,910.8         1,959.8         3,908.3
Headline PBIT(1)
Advertising and Media investment management                                126.3           140.3           274.7
Information, insight and consultancy(2)                                     23.8            26.0            48.5
Public relations and public affairs                                         28.1            27.8            46.5
Branding and identity, Healthcare and Specialist communications(2)          55.9            59.8           110.5

                                                                           234.1           253.9           480.2

(1) Headline PBIT:  Profit on ordinary activities before interest, taxation,
goodwill amortisation and impairment, fixed asset gains and write-downs.    The
calculation of PBIT is presented in Appendix IV.

(2) In 2003 certain of the Group's Specialist communications companies in
strategic marketing consulting were moved into the renamed Information,
insight and consultancy sector. As a result the comparative figures for both
Information, insight and consultancy and Branding and identity,
Healthcare and Specialist communications have been restated to reflect this
change.



                                 WPP GROUP PLC

  Notes to the unaudited consolidated interim financial statements (continued)



5.            Taxation



The Group tax rate on headline PBT(1) is 25.5% (30 June 2002: 25.1% and 31
December 2002: 25.8%). The tax charge comprises:


                                                             Six months        Six months
                                                                  ended             ended          Year ended
                                                                30 June           30 June         31 December
                                                                   2003              2002                2002
                                                                     #m                #m                  #m
Total current tax                                                  45.4              47.6                93.8
Total deferred tax                                                    -                 -               (1.5)
Share of associates tax                                             6.3               5.8                11.1
Total tax on profits                                               51.7              53.4               103.4

(1) Headline PBT: Profit on ordinary activities before taxation, goodwill
amortisation and impairment, fixed asset gains and write-downs, and net
interest charges on defined benefit pension schemes. The calculation of
headline PBT is presented in Appendix IV.





6.            Ordinary dividends



The Board has recommended an interim dividend of 2.08p (2002: 1.73p) per
ordinary share.

This is expected to be paid on 17 November 2003 to share owners on the register
at 17 October 2003.




                                                           Six months         Six months
                                                                ended              ended           Year ended
                                                         30 June 2003       30 June 2002     31 December 2002
Ordinary dividend per share -
interim                                                         2.08p              1.73p                1.73p
final                                                               -                  -                3.67p
                                                                2.08p              1.73p                5.40p
Ordinary dividend per ADR(1) -
interim                                                         16.8c              13.0c                13.0c
final                                                               -                  -                27.6c
                                                                16.8c              13.0c                40.6c

(1) These figures have been translated for convenience purposes only, using the
profit and loss exchange rates shown in note 3.

This translation should not be construed as a representation that the pound
sterling amounts actually represent, or could be converted
into, US dollars at the rates indicated.



                                 WPP GROUP PLC

  Notes to the unaudited consolidated interim financial statements (continued)



7.            Earnings per share



Basic and diluted earnings per share have been calculated in accordance with
FRS14 "Earnings per Share".



Headline basic earnings per share have been calculated using earnings of #95.2
million (period ended 30 June 2002: #114.3 million; year ended 31 December 2002:
#88.0 million), and adjusted for goodwill amortisation and impairment, fixed
asset gains and write downs and net interest charges on defined benefit pension
schemes of #49.3 million (period ended 30 June 2002: #39.2 million; year ended
31 December 2002: #195.2 million).  The weighted average number of shares in
issue used was 1,108,373,801 shares (period ended 30 June 2002: 1,112,746,764;
year ended 31 December 2002: 1,110,556,878 shares).



Headline diluted earnings per share have been calculated using earnings of #95.2
million (period ended 30 June 2002: #114.3 million; year ended 31 December 2002:
#88.0 million) and adjusted for goodwill amortisation and impairment, fixed
asset gains and write downs and net interest charges on defined benefit pension
schemes of #49.3 million (period ended 30 June 2002: #39.2 million; year ended
31 December 2002: #195.2 million).  The weighted average number of shares in
issue used was 1,125,489,621 shares (period ended 30 June 2002: 1,141,408,177;
year ended 31 December 2002: 1,136,548,459 shares).  This takes into account the
exercise of employee share options, where these are expected to dilute earnings,
and convertible debt. For the six month periods ended 30 June 2003 and 30 June
2002 and the year ended 31 December 2002, both the $287.5 million convertible
loan note and the #450 million convertible bond were accretive to earnings and
therefore excluded from the calculation.



Standard basic earnings per share have been calculated using earnings of #95.2
million (period ended 30 June 2002: #114.3 million; year ended 31 December 2002:
#88.0 million) and weighted average shares in issue during the period of
1,108,373,801 shares (period ended 30 June 2002: 1,112,746,764 shares; year
ended 31 December 2002: 1,110,556,878 shares).



Standard diluted earnings per share have been calculated using earnings of #95.2
million (period ended 30 June 2002: #114.3 million; year ended 31 December 2002:
#88.0 million).  The weighted average number of shares used was 1,125,489,621
shares (period ended 30 June 2002: 1,141,408,177 shares; year ended 31 December
2002: 1,136,548,459 shares). This takes into account the exercise of employee
share options where these are expected to dilute earnings and convertible debt.
For the six month periods ended 30 June 2003 and 30 June 2002, and the year
ended 31 December 2002, both the $287.5 million convertible loan note and the
#450 million convertible bond were accretive to earnings and therefore excluded
from the calculation.



At 30 June 2003 there were 1,178,096,488 ordinary shares in issue.


                                                Six months   Six months                             Year ended
                                                  ended 30     ended 30               Constant     31 December
Earnings per ADR                                 June 2003    June 2002            Currency(3)            2002
Headline earnings per ADR (1),(2)                                         +/(-)%        +/(-)%
Basic earning per ADR                                $1.05        $1.00      5.0         (2.5)           $1.92
Diluted earnings per ADR                             $1.03        $0.97      6.2         (1.6)           $1.87

Standard earnings per ADR (1)
Basic earnings per ADR                               $0.69        $0.74    (6.8)        (13.0)           $0.59
Diluted earnings per ADR                             $0.69        $0.72    (4.2)        (12.2)           $0.58

     (1) These figures have been translated for convenience purposes only,
using the profit and loss exchange rates shown in note 3. This translation
should not be construed as a representation that the pound sterling amounts
actually represent, or could be converted into, US dollars at the rates
indicated.

     (2) Headline earnings per ADR excludes goodwill amortisation and
impairment, fixed asset gains and write downs, and net interest charges on
defined benefit pension schemes.

     (3) Constant currency is defined in Appendix IV.



                                 WPP GROUP PLC

      Notes to the unaudited consolidated financial statements (continued)



8.            Goodwill and acquisitions



During the period, the Group charged #16.5 million (30 June 2002: #12.7 million;
31 December 2002: #32.0 million) of goodwill amortisation and #27.0 million (30
June 2002: #24.0 million; 31 December 2002: #145.7 million) of goodwill
impairment to the profit and loss account, a total of #43.5 million (30 June
2002: #36.7 million; 31 December 2002: #177.7 million). The impairment charge of
#27.0 million represents less than 1% of goodwill shown in the balance sheet at
the start of the year.



The impairment charge relates to a number of under-performing businesses in the
Information, insight and consultancy, and Branding and identity, Healthcare and
Specialist communications sectors. The impact of the current economic climate on
these businesses is sufficiently severe to indicate an impairment to the
carrying value of goodwill. All of the impairment charge relates to goodwill
that was previously being amortised. The Directors will reassess the need for
any further impairment write-downs at the year end.



The directors continue to assess the useful life of goodwill arising on
acquisitions.  Goodwill of #493.2 million is subject to amortisation over
periods of between 10 and 20 years.



Goodwill in relation to subsidiary undertakings increased by #34.7 million in
the period. Other than amortisation and impairment this includes both goodwill
arising on acquisitions completed in the period and also adjustments to goodwill
relating to acquisitions completed in prior periods. Goodwill in relation to
associate undertakings increased by #23.3 million in the period.



These acquisitions do not have a significant impact on the Group's results for
the six months to 30 June 2003.



Future anticipated payments to vendors in respect of earnouts totalled #201.3
million (period ended 30 June 2002: #227.9 million; year ended 31 December 2002:
#237.8 million), based on the directors' best estimates of future obligations,
which are dependent on the future performance of the interests acquired and
assume the operating companies improve profits in line with directors'
estimates.



On 1 August 2003, the Group completed its acquisition, via a scheme of
arrangement, of Cordiant Communications Group plc ("Cordiant"). The results of
Cordiant will be consolidated into the results of WPP Group plc from that date.



As at 30 June 2003, the Group had purchased #176.6 million of Cordiant's debt
from its lenders and this debt is shown within fixed asset investments in the
Group's balance sheet.



                                 WPP GROUP PLC

  Notes to the unaudited consolidated interim financial statements (continued)



9.            Creditors:  amounts falling due within one year



The following are included in creditors falling due within one year:


                                                               30 June            30 June        31 December
                                                                  2003               2002               2002
                                                                    #m                 #m                 #m
Bank loans and overdrafts                                        590.9              350.2              199.7
Trade creditors                                                2,335.4            2,353.9            2,477.8
Corporate income tax payable                                      35.5               47.7               29.9
Deferred income                                                  346.4              301.8              335.0
Earnouts (note 8)                                                 65.1               59.0               73.6
Loan notes due to vendors                                         37.9               53.8               27.3
Other creditors and accruals                                     901.8              872.4              976.8
                                                               4,313.0            4,038.8            4,120.1



Overdraft balances included within bank loans and overdrafts amount to #342.1
million (30 June 2002: #315.3 million; 31 December 2002: #188.2 million).



10.             Creditors:  amounts falling due after more than one year



The following are included in creditors falling due after more than one year:




                                                                30 June            30 June       31 December
                                                                   2003               2002              2002
                                                                     #m                 #m                #m
Corporate and convertible bonds and bank loans                  1,323.8            1,533.7           1,402.5
Corporate income tax payable                                      214.7              227.4             215.7
Earnouts (note 8)                                                 136.2              168.9             164.2
Other creditors and accruals                                       59.5               86.6              55.1
                                                                1,734.2            2,016.6           1,837.5




The following table sets out the directors' best estimates of future earnout
related obligations:


                                                                30 June            30 June       31 December
                                                                   2003               2002              2002
                                                                     #m                 #m                #m
Within one year                                                    65.1               59.0              73.6
Between 1 and 2 years                                              60.7               57.5              75.9
Between 2 and 3 years                                              31.2               43.8              20.8
Between 3 and 4 years                                              28.0               26.7              36.5
Between 4 and 5 years                                              14.5               28.1              29.0
Over 5 years                                                        1.8               12.8               2.0
                                                                  201.3              227.9             237.8



                                 WPP GROUP PLC

  Notes to the unaudited consolidated interim financial statements (continued)



10.             Creditors:  amounts falling due after more than one year
                (continued)



The corporate and convertible bonds, bank loans and overdrafts included within
short and long term creditors fall due for repayment as follows:


                                                                30 June            30 June       31 December
                                                                   2003               2002              2002
                                                                     #m                 #m                #m
Within one year                                                   590.9              350.2             199.7
Between 1 and 2 years                                             170.9              227.6             227.4
Between 2 and 3 years                                             120.6              188.2             302.3
Between 3 and 4 years                                             521.6              129.9                 -
Between 4 and 5 years                                             450.4              506.4             420.1
Over 5 years                                                       60.3              481.6             452.7
                                                                1,914.7            1,883.9           1,602.2





11.       Net debt


                                                                 30 June            30 June       31 December
                                                                    2003               2002              2002
                                                                      #m                 #m                #m
Cash at bank and in hand                                           690.1              690.6             689.1
Current asset investments                                           71.6               33.1             190.4
Bank loans and overdrafts due within one year (note 9)           (590.9)            (350.2)           (199.7)
Corporate bond and loans due after one year (note 10)          (1,323.8)          (1,533.7)         (1,402.5)
Net debt                                                       (1,153.0)          (1,160.2)           (722.7)



Current asset investments represent cash on deposit with a maturity of greater
than 24 hours.



There are no investor put options on any outstanding debt instruments.





12.       Contingent liabilities in respect of option agreements



WPP has entered into agreements with certain share owners of partially owned
subsidiaries and associate companies to acquire additional equity interests.
These agreements typically contain options requiring WPP to purchase their
shares at specified times up to 2009 on the basis of average earnings both
before and after the exercise of the option.



All arrangements contain clauses that cap the maximum amount payable by WPP. The
table below shows the illustrative amounts that would be payable by WPP in
respect of these options, on the basis of the relevant companies' current
financial performance, if all the options had been exercised at 30 June 2003.


                                                               Currently      Not Currently
                                                             Exercisable        Exercisable            Total
                                                                      #m                 #m               #m
Subsidiaries                                                        10.0               18.6             28.6
Associates                                                           4.3               10.4             14.7
Total                                                               14.3               29.0             43.3







                   INDEPENDENT REVIEW REPORT TO WPP GROUP PLC



Introduction



We have been instructed by the company to review the financial information for
the six months ended 30 June 2003 which comprises the consolidated profit and
loss account, the consolidated balance sheet, the consolidated cash flow
statement, the consolidated statement of total recognised gains and losses, the
reconciliation of movements in consolidated share owners' funds and the related
notes 1 - 12. We have read the other information contained in the interim report
and considered whether it contains any apparent misstatements or material
inconsistencies with the financial information.



This report is made solely to the company in accordance with Bulletin 1999/4
issued by the Auditing Practices Board. Our work has been undertaken so that we
might state to the company those matters we are required to state to them in an
independent review report and for no other purpose. To the fullest extent
permitted by law, we do not accept or assume responsibility to anyone other than
the company, for our review work, for this report, or for conclusions we have
formed.



Directors' responsibilities



The interim report, including the financial information contained therein, is
the responsibility of, and has been approved by, the directors.  The directors
are responsible for preparing the interim report in accordance with the Listing
Rules of the Financial Services Authority which require that the accounting
policies and presentation applied to the interim figures should be consistent
with those applied in preparing the preceding annual accounts except where any
changes, and the reason for them, are disclosed.



Review work performed



We conducted our review in accordance with the guidance contained in Bulletin
1999/4 issued by the Auditing Practices Board for use in the United Kingdom.  A
review consists principally of making enquiries of group management and applying
analytical procedures to the financial information and underlying financial data
and, based thereon, assessing whether the accounting policies and presentation
have been consistently applied unless otherwise disclosed.  A review excludes
audit procedures such as tests of controls and verification of assets,
liabilities and transactions.  It is substantially less in scope than an audit
performed in accordance with United Kingdom auditing standards and therefore
provides a lower level of assurance than an audit.  Accordingly, we do not
express an audit opinion on the financial information.



Review conclusion



On the basis of our review we are not aware of any material modifications that
should be made to the financial information as presented for the six months
ended 30 June 2003.



Deloitte & Touche LLP

Chartered Accountants

London



21 August 2003



Appendix II



                                 WPP GROUP PLC



 Unaudited consolidated profit & loss account for the six months ended 30 June
                                      2003

              Presented in Euros for illustrative purposes only(3)

                                                                    Six months       Six months       Year ended
                                                                 ended 30 June    ended 30 June      31 December
                                                                          2003             2002             2002
                                                                        Euro m           Euro m           Euro m
Turnover (gross billings)                                             12,605.4         14,132.1         28,683.7
Costs of sales                                                       (9,817.4)       (10,977.6)       (22,465.6)
Revenue                                                                2,788.0          3,154.5          6,218.1


Direct Costs                                                           (160.6)          (178.2)          (347.2)
Gross Profit                                                           2,627.4          2,976.3          5,870.9

Operating costs excluding goodwill                                   (2,308.9)        (2,593.0)        (5,154.7)
Goodwill amortisation and impairment                                    (63.5)           (59.1)          (282.7)
Operating costs                                                      (2,372.4)        (2,652.1)        (5,437.4)
Operating profit                                                         255.0            324.2            433.5

Income from associates                                                    23.1             25.4             47.7


Profit on ordinary activities before interest,
taxation, fixed asset gains and write-downs                              278.1            349.6            481.2

Profits on disposal of fixed assets                                          -                -             14.6

Amounts written off fixed asset investments                                  -                -           (31.7)

Net interest payable and similar charges on net
borrowings                                                              (45.5)           (66.0)          (126.6)
Net interest charges on defined benefit pension
schemes                                                                  (8.5)            (4.0)           (10.8)
Net interest payable and similar charges                                (54.0)           (70.0)          (137.4)
Profit on ordinary activities before taxation                            224.1            279.6            326.7

Taxation on profit on ordinary activities                               (75.4)           (85.9)          (164.5)
Profit on ordinary activities after taxation                             148.7            193.7            162.2

Minority interests                                                       (9.8)            (9.7)           (22.3)
Profit attributable to ordinary share owners                             138.9            184.0            139.9

Ordinary dividends                                                      (35.7)           (32.2)           (99.4)
Retained profit for the year                                             103.2            151.8             40.5

Headline PBIT (1)                                                        341.6            408.7            764.0
Headline PBIT (1) margin                                                 12.3%            13.0%            12.3%
Headline PBT (1)                                                         296.1            342.7            637.3

Headline earnings per share (2)
Basic earnings per ordinary share                                        19.0c            22.2c            40.6c
Diluted earnings per ordinary share                                      18.7c            21.6c            39.6c


Standard earnings per share
Basic earnings per ordinary share                                        12.5c            16.6c            12.6c
Diluted earnings per ordinary share                                      12.4c            16.1c            12.3c


(1) Headline PBIT: Profit on ordinary activities before interest, taxation,
excluding goodwill amortisation and impairment, fixed asset gains
and write-downs.

    Headline PBT:  Profit on ordinary activities before taxation, excluding
goodwill amortisation and impairment, fixed asset gains and write
downs, and net interest charges on defined benefit pension schemes. The
calculations of PBIT and Headline PBT are presented in Appendix IV.

(2) Headline earnings per ordinary share exclude goodwill amortisation and
impairment, investment gains and write downs, and net
interest charges on defined benefit pension schemes.

(3) These figures have been translated for convenience purposes only, using the
profit and loss exchange rates shown in Note 3.



                                 WPP GROUP PLC



            Unaudited consolidated balance sheet as at 30 June 2003

               Presented in Euros for illustrative purposes only1

                                                                     30 June           30 June       31 December
                                                                        2003              2002              2002
                                                                      Euro m            Euro m            Euro m
Fixed assets
Intangible assets:
    Corporate brands                                                 1,367.3           1,466.3           1,457.8
    Goodwill                                                         6,392.9           6,872.0           6,762.5
Tangible assets                                                        510.1             612.6             579.0
Investments                                                          1,231.5             981.4             964.7
                                                                     9,501.8           9,932.3           9,764.0
Current assets
Stocks and work in progress                                            535.1             507.0             447.5
Debtors                                                              3,320.3           3,735.6           3,462.4
Trade debtors within working capital facility:
    Gross debts                                                        545.9             632.1             591.9
    Non-returnable proceeds                                          (304.8)           (353.6)           (333.6)
                                                                       241.1             278.5             258.3
Current asset investments (short-term bank and escrow                  103.1              51.1             292.2
deposits)
Cash at bank and in hand                                               993.3           1,065.9           1,057.4
                                                                     5,192.9           5,638.1           5,517.8
Creditors:  amounts falling due within one year                    (6,207.7)         (6,233.9)         (6,322.3)
Net current liabilities                                            (1,014.8)           (595.8)           (804.5)
Total assets less current liabilities                                8,487.0           9,336.5           8,959.5




Creditors: amounts falling due after more than one year
(including convertible loan notes)                                 (2,496.0)         (3,112.6)         (2,819.7)
Provisions for liabilities and charges                               (146.2)           (164.4)           (156.5)
Net assets excluding pension provision                               5,844.8           6,059.5           5,983.3
Pension provision                                                    (266.0)           (208.9)           (283.6)
Net assets including pension provision                               5,578.8           5,850.6           5,699.7

Capital and reserves
Called up share capital                                                169.5             178.4             177.5
Share premium account                                                1,352.1           1,288.2           1,283.8
Shares to be issued                                                    239.5             318.1             300.3
Merger reserve                                                       4,162.2           4,407.3           4,402.9
Other reserves                                                       (364.1)           (473.8)           (390.2)
Profit and loss account                                               (35.8)              62.5           (134.1)
Equity share owners' funds                                           5,523.4           5,780.7           5,640.2
Minority interests                                                      55.4              69.9              59.5
Total capital employed                                               5,578.8           5,850.6           5,699.7

(1) These figures have been translated for convenience purposes only, using the
rates of exchange shown in Note 3.

Appendix III

                                 WPP GROUP PLC



 To present the impact of US transitional guidelines on the expensing of share
                    options, for illustrative purposes only

  Unaudited pro forma consolidated interim profit and loss account for the six
                           months ended 30 June 2003



                                                                Six months        Six months         Year ended
                                                             ended 30 June     ended 30 June        31 December
                                                                      2003              2002               2002
                                                                        #m                #m                 #m
Turnover (gross billings)                                          8,639.2           8,779.9           18,028.7


Cost of sales                                                    (6,728.4)         (6,820.1)         (14,120.4)
Revenue                                                            1,910.8           1,959.8            3,908.3




Direct costs                                                       (110.1)           (110.7)            (218.2)
Gross Profit                                                       1,800.7           1,849.1            3,690.1
Operating costs excluding goodwill                               (1,582.4)         (1,611.0)          (3,239.9)
Fair value of share options                                          (6.3)             (1.3)              (5.0)
Goodwill amortisation and impairment                                (43.5)            (36.7)            (177.7)
Operating costs                                                  (1,632.2)         (1,649.0)          (3,422.6)
Operating profit                                                     168.5             200.1              267.5


Income from associates                                                15.8              15.8               30.0


Profit on ordinary activities before interest, taxation,
fixed asset gains and write-downs                                    184.3             215.9              297.5



Profits on disposal of fixed assets                                      -                 -                9.2

Amounts written off fixed asset investments                              -                 -             (19.9)

Net interest payable and similar charges on net                     (31.2)            (41.0)             (79.6)
borrowings
Net interest charges on defined benefit pension schemes              (5.8)             (2.5)              (6.8)
Net interest payable and similar charges                            (37.0)            (43.5)             (86.4)
Profit on ordinary activities before taxation                        147.3             172.4              200.4

Taxation on profit on ordinary activities                           (51.0)            (53.0)            (102.7)
Profit on ordinary activities after taxation                          96.3             119.4               97.7

Minority interests                                                   (6.7)             (6.0)             (14.0)
Profit attributable to ordinary share owners                          89.6             113.4               83.7

Ordinary dividends                                                  (24.5)            (20.0)             (62.5)
Retained profit for the period                                        65.1              93.4               21.2
Headline PBIT (1)                                                    227.8             252.6              475.2
Headline PBIT(1) margin                                              11.9%             12.9%              12.2%
Headline PBT (1)                                                     196.6             211.6              395.6
Headline earnings per share (2)
Basic earnings per ordinary share                                    12.5p             13.7p              25.1p
Diluted earnings per ordinary share                                  12.3p             13.3p              24.5p

Standard earnings per share
Basic earnings per ordinary share                                     8.1p             10.2p               7.5p
Diluted earnings per ordinary share                                   8.0p              9.9p               7.4p
Headline earnings per ADR (2),(3)
Basic earnings per ADR                                               $1.01             $0.99              $1.89
Diluted earnings per ADR                                             $0.99             $0.96              $1.84
Standard earnings per ADR (3)
Basic earnings per ADR                                               $0.65             $0.74              $0.56
Diluted earnings per ADR                                             $0.64             $0.71              $0.56

(1) Headline PBIT: Profit on ordinary activities before interest, taxation,
goodwill amortisation and impairment, fixed asset gains and write-downs.

Headline PBT: Profit on ordinary activities before taxation, goodwill
amortisation and impairment, fixed asset gains and write-downs, and net
interest charges on defined benefit pension schemes.

(2) Headline earnings per ordinary share and ADR excludes goodwill amortisation
and impairment, fixed asset gains and write-downs and net interest charges on 
defined benefit pension schemes.

(3) These figures have been translated for convenience purposes only, using the
profit and loss exchange rates shown in Note 3.

Appendix III (continued)

                                 WPP GROUP PLC









Share options - illustrative charge



The unaudited pro forma consolidated interim profit and loss account above
illustrates the impact on WPP were it to adopt an approach to expensing the
weighted average fair value of options consistent with current United States
transitional guidelines under the prospective adoption method contained within
FAS 148, adopting a Black Scholes valuation model. This would give rise to a
charge to operating profit of #6.3 million (#5.6 million after taxation) for the
six months ended 30 June 2003, #1.3 million (#0.9 million after taxation) for
the six months ended 30 June 2002, and #5.0 million (#4.3 million after
taxation) for the year ended 31 December 2002, in respect of executive share
options granted since 1 January 2002.



On a proforma basis, had WPP adopted a policy of charging the weighted average
fair value of options to the profit and loss account over the vesting period of
each options grant, adopting a Black Scholes basis of valuation, then the
resulting charge to operating profit would be #13.3 million (#11.9 million after
taxation or 8.2% of headline earnings) for the six months ended 30 June 2003,
and #10.0 million (#7.0 million after taxation or 4.6% of headline earnings) for
the six months ended 30 June 2002, and #22.4 million (#20.0 million after
taxation or 7.1% of headline earnings) for the year ended 31 December 2002.



The following assumptions have been made in determining the fair value of
options granted in the year:


UK Risk-free rate                                       3.58%
US Risk-free rate                                       2.27%
Expected life                                           48 months
Expected volatility                                     45%
Dividend yield                                          1.0%





Appendix IV

                                 WPP GROUP PLC



   Reconciliation of profit on ordinary activities before interest, taxation,

fixed asset gains and write downs to PBIT for the six months ended 30 June 2003




                                                                    Six months        Six months      Year ended
                                                                 ended 30 June     ended 30 June     31 December
                                                                          2003              2002            2002
                                                                            #m                #m              #m
Profit on ordinary activities before interest, taxation,
fixed asset gains and write downs                                        190.6             217.2           302.5

Goodwill amortisation and impairment                                      43.5              36.7           177.7

Headline PBIT                                                            234.1             253.9           480.2

Net interest payable and similar charges                                  37.0              43.5            86.4

Interest cover on headline PBIT                                      6.3 times         5.8 times       5.6 times






                                                                    Six months        Six months      Year ended
                                                                 ended 30 June     ended 30 June     31 December
                                                                          2003              2002            2002
                                                                            #m                #m              #m
Interest cover on headline PBIT (excluding FRS17 interest)

Headline PBIT                                                            234.1             253.9           480.2

Net interest payable and similar charges on net borrowings                31.2              41.0            79.6

Interest cover on headline PBIT (excluding FRS17 interest)           7.5 times         6.2 times       6.0 times





        Reconciliation of profit on ordinary activities before taxation

  to headline PBT and headline earnings for the six months ended 30 June 2003




                                                                    Six months        Six months      Year ended
                                                                 ended 30 June     ended 30 June     31 December
                                                                          2003              2002            2002
                                                                            #m                #m              #m
Profit on ordinary activities before taxation                            153.6             173.7           205.4

Goodwill amortisation and impairment                                      43.5              36.7           177.7
Profits on disposal of fixed assets                                          -                 -           (9.2)
Amounts written off fixed asset investments                                  -                 -            19.9
Net interest charges on defined benefit pension schemes                    5.8               2.5             6.8

Headline PBT                                                             202.9             212.9           400.6

Taxation on profit on ordinary activities                               (51.7)            (53.4)         (103.4)
Minority interests                                                       (6.7)             (6.0)          (14.0)

Headline earnings                                                        144.5             153.5           283.2

Ordinary dividends                                                        24.5              20.0            62.5

Dividend cover on headline earnings                                  5.9 times         7.7 times       4.5 times





                                 WPP GROUP PLC



                             Segmental margin analysis

                       for the six months ended 30 June 2003



                Reported margins by geographical area were as follows:
                                                                                          Headline

                                                                              Revenue      PBIT(1)    Margin (%)

                                                                                   #m           #m
United Kingdom                                                                  306.5         31.4         10.2%
United States                                                                   786.4        123.8         15.7%
Continental Europe                                                              496.8         49.2          9.9%
Canada, Asia Pacific, Latin America, Africa & Middle East                       321.1         29.7          9.2%

                                                                              1,910.8        234.1         12.3%









                Reported margins by operating sector were as follows:
                                                                                          Headline

                                                                              Revenue      PBIT(1)    Margin (%)

                                                                                   #m           #m
Advertising and Media investment management                                     886.8        126.3         14.2%
Information, insight and consultancy                                            334.0         23.8          7.1%
Public relations and public affairs                                             212.9         28.1         13.2%
Branding and identity, Healthcare and Specialist communications                 477.1         55.9         11.7%

                                                                              1,910.8        234.1         12.3%





                Reported margins before and after income from associates were as follows:

                                                                        Six months                     Six months
                                                                     ended 30 June                  ended 30 June
                                                      Margin (%)              2003   Margin (%)              2002
                                                                                #m                             #m

Revenue                                                                    1,910.8                        1,959.8
Headline PBIT                                              12.3%             234.1        13.0%             253.9
Income from associates                                                        15.8                           15.8
Headline PBIT excluding income from associates             11.4%             218.3        12.1%             238.1



(1) Headline PBIT: Profit on ordinary activities before interest, taxation,
goodwill amortisation and impairment, fixed asset gains and write-downs.
The calculation of headline PBIT is presented above.





                                 WPP GROUP PLC



     Reconciliation of free cash flow for the six months ended 30 June 2003



                                                                    Six months        Six months      Year ended
                                                                 ended 30 June     ended 30 June     31 December
                                                                          2003              2002            2002
                                                                            #m                #m              #m
Operating profit                                                         174.8             201.4           272.5
Add back:
Depreciation and amortisation, including impairment                       96.5              96.2           294.3
Plus:
Dividends received from associates                                         6.0               4.4             9.4
Proceeds from the issue of shares                                          5.0              20.5            24.4
Proceeds from sale of tangible fixed assets                                3.3               1.8            10.2
Proceeds from disposal of investments                                      2.2               3.3             3.3
Less:
Purchase of tangible fixed assets                                       (32.9)            (34.0)         (100.5)
UK and overseas tax paid                                                (43.0)            (43.6)          (85.0)
Returns on investments and servicing of finance                         (47.7)            (48.5)          (78.2)
Free Cash Flow                                                           164.2             201.5           350.4



WPP GROUP PLC



                   GLOSSARY AND BASIS OF PREPARATION





Average net debt



Average net debt is calculated as the average daily net bank borrowings of the
Group, derived from the Group's automated banking system. Net debt at a period
end is calculated as the sum of the net bank borrowings of the Group, derived
from the cash ledgers and accounts in the balance sheet.





Constant currency



The Group uses US dollar-based, constant currency models to measure performance.
These are calculated by applying constant exchange rates to local currency
reported results for the current and prior year. This gives a US dollar -
denominated income statement and balance sheet which exclude any variances
attributable to foreign exchange rate movements.





Free cash flow



Free cash flow is calculated as headline PBIT before equity income and
depreciation (including dividends received from associates, proceeds from the
issue of shares, and proceeds from disposal of tangible fixed assets and
investments), less tax paid, returns on investments and servicing of finance and
the purchase of tangible fixed assets.





Headline PBIT



Profit on ordinary activities before interest, taxation, goodwill amortisation
and impairment, fixed asset gains and write-downs.





Headline PBT



Profit on ordinary activities before taxation, goodwill amortisation and
impairment, fixed asset gains and write-downs, and net interest charges on
defined benefit pension schemes.





Pro forma ('like for like')



Pro forma comparisons are calculated as follows: current year actual results
(which include acquisitions from the relevant date of completion) are compared
with prior year actual results, adjusted to include the results of acquisitions
for the commensurate period in the prior year. The Group uses the terms 'pro
forma' and 'like for like' interchangeably.










                      This information is provided by RNS
            The company news service from the London Stock Exchange
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