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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 20-F
[ ] REGISTRATION STATEMENT PURSUANT TO SECTION 12(b) OR 12(g)
OF THE SECURITIES EXCHANGE ACT OF 1934
OR
[X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
FOR THE FISCAL YEAR ENDED DECEMBER 31, 2000
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
FOR THE TRANSITION PERIOD FROM TO
COMMISSION FILE NUMBER:
PUBLICIS GROUPE S.A.
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
N/A 133, AVENUE DES CHAMPS-ELYSEES REPUBLIC OF FRANCE
(TRANSLATION OF REGISTRANT'S 75008 PARIS FRANCE (JURISDICTION OF INCORPORATION
NAME INTO ENGLISH) (ADDRESS OF PRINCIPAL EXECUTIVE OR ORGANIZATION)
OFFICES)
Securities registered or to be registered pursuant to Section 12(b) of the Act:
NAME OF EACH EXCHANGE
TITLE OF EACH CLASS: ON WHICH REGISTERED:
-------------------- ---------------------
Ordinary shares, nominal value E0.40 per share, The New York Stock Exchange
represented by American Depositary Shares (as
evidenced by American Depositary Receipts), each
American Depositary Share representing one share
Securities registered or to be registered pursuant to Section 12(g) of the
Act: None
Securities for which there is a reporting obligation pursuant to Section 15(d)
of the Act: None
Indicate the number of outstanding shares of each of the issuer's classes
of capital or common stock as of the close of the period covered by the annual
report: 138,219,819 ordinary shares, nominal value E0.40 per share.
Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days: Yes [X] No [ ].
Indicate by check mark which financial statement item the registrant has
elected to follow: Item 17 [ ] Item 18 [X].
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FORWARD-LOOKING STATEMENTS
We make some forward-looking statements in this annual report. When we use
the words "aim(s)," "expect(s)," "feel(s)," "will," "may," "believe(s),"
"anticipate(s)" and similar expressions in this annual report, we are intending
to identify those statements as forward looking. Forward-looking statements are
subject to risks and uncertainties that could cause actual results to differ
materially from those projected. You should not place undue reliance on these
forward-looking statements, which speak only as of the date of this annual
report. Other than in connection with applicable securities laws, we undertake
no obligation to publish revised forward-looking statements to reflect events or
circumstances after the date of this annual report or to reflect the occurrence
of unanticipated events. We urge you to review and consider the various
disclosures we make concerning the factors that may affect our business
carefully, including the disclosures made under "Key Information -- Risk
Factors," "Operating and Financial Review and Prospects," and "Quantitative and
Qualitative Disclosures About Market Risk." Unless otherwise indicated,
information and statistics presented in this document regarding market trends
and our market share relative to our competitors are based on our own research
and various publicly available sources.
EXPLANATORY NOTE
Unless otherwise indicated, all references to our competitive positions
made in this annual report are in terms of revenue generated.
The term "billings," as used in this annual report, represents calculated
amounts determined in accordance with common industry practices to facilitate
comparison with other major companies in our industry and does not represent
amounts generated from our accounting systems. The commission and fee revenues
that are generated directly from our accounting systems do not permit a reliable
comparison with the operations of other major companies because they exclude,
notably in France following the implementation of the Loi Sapin in March 1993,
purchases of media space by agents on behalf of their clients. See "Information
on the Company -- Business Overview -- Governmental Regulation." In addition, in
some foreign countries, total purchases and sales of media space are not
reflected in statements of income.
Billings are determined by taking the advertising budgets of clients and
applying a coefficient (typically 6.67) corresponding to the traditional agency
commission of 15%. Billings therefore reflect the volume of advertising budgets
managed, independent of the contractual provisions between our company and our
clients.
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TABLE OF CONTENTS
PAGE
----
Identity of Directors, Senior Management and Advisers....... 1
Offer Statistics and Expected Timetable..................... 1
Key Information............................................. 1
Information on the Company.................................. 7
Operating and Financial Review and Prospects................ 18
Directors, Senior Management and Employees.................. 27
Major Shareholders and Related Party Transactions........... 33
Financial Information....................................... 35
The Offer and Listing....................................... 36
Additional Information...................................... 38
Quantitative and Qualitative Disclosures About Market
Risk...................................................... 50
Description of Securities Other Than Equity Securities...... 51
Defaults, Dividend Arrearages and Delinquencies............. 52
Material Modifications to the Rights of Security Holders and
Use of Proceeds........................................... 52
Financial Statements........................................ 53
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PART I
ITEM 1: IDENTITY OF DIRECTORS, SENIOR MANAGEMENT AND ADVISERS
Not Applicable.
ITEM 2: OFFER STATISTICS AND EXPECTED TIMETABLE
Not Applicable.
ITEM 3: KEY INFORMATION
SELECTED FINANCIAL DATA
The following table sets forth selected consolidated financial data of our
company and should be read in conjunction with our financial statements and the
information provided under "Operating and Financial Review and Prospects" and
"-- Risk Factors." As described in note 2 to our financial statements, the
selected financial data presented below have been prepared on a basis consistent
with that used in our financial statements. Prior years have been restated as
necessary for a consistent presentation. Our financial statements have been
prepared in accordance with accounting principles generally accepted in France
(French GAAP), which differs in certain significant respects from accounting
principles generally accepted in the United States (U.S. GAAP). See note 29 to
our financial statements for (i) a discussion of the principal differences
between French GAAP and U.S. GAAP as they relate to us and (ii) a reconciliation
to U.S. GAAP of our net income and shareholders' equity as calculated under
French GAAP. The selected consolidated financial data for each of the five years
ended December 31, 2000 have been extracted or derived from our audited
financial statements, which were translated into euros using the fixed exchange
rate for French francs and euros on January 1, 1999.
Since January 1, 2000, our financial statements have been prepared in
conformity with new accounting rules applicable to consolidated financial
statements in France (nouvelles regles et methodes relatives aux comptes
consolides). The new rules, issued by the French accounting rules and regulation
committee (the Comite de Reglementation Comptable), were approved on June 22,
1999 and became effective on January 1, 2000. The new rules differ from the
rules previously applied in terms of accounting for business combinations,
deferred income taxes, assets under capital leases, conversion of French
financial statements of foreign subsidiaries and exchange rate differences on
accounts receivable and payable stated in foreign currencies. In accordance with
the new rules, we have elected not to restate retroactively our accounting for
business combinations and disposals completed in prior years.
YEAR ENDED DECEMBER 31,
---------------------------------------------
2000(3) 1999 1998(2) 1997(2) 1996(2)
------- ----- ------- ------- -------
(IN MILLIONS OF EUROS, EXCEPT PER SHARE DATA)
INCOME STATEMENT DATA
Revenue............................................ 1,770 1,042 851 663 571
Amounts in accordance with French GAAP
Operating income................................... 275 156 116 86 67
Group net income................................... 128 74 47 35 28
Basic earnings per share(1)........................ 1.18 0.85 0.59 0.51 0.38
Diluted earnings per share(1)...................... 1.15 0.84 0.56 0.47 0.35
Dividends per share................................ 0.20 0.17 0.12 0.08 0.07
Amounts in accordance with U.S. GAAP
Group net income................................... 34 73 -- -- --
Basic earnings per share(1)........................ 0.31 0.84 -- -- --
Diluted earnings per share(1)...................... 0.31 0.83 -- -- --
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YEAR ENDED DECEMBER 31,
---------------------------------------------
2000(3) 1999 1998(2) 1997(2) 1996(2)
------- ----- ------- ------- -------
(IN MILLIONS OF EUROS, EXCEPT PER SHARE DATA)
BALANCE SHEET DATA
Amounts in accordance with French GAAP
Tangible and intangible assets, net................ 1,303 437 383 255 272
Total assets....................................... 4,130 2,078 1,604 1,290 1,160
Bank borrowings and overdrafts (short and
long-term)....................................... 901 212 124 124 106
Shareholders' equity............................... 299 345 314 240 238
Amounts in accordance with U.S. GAAP
Shareholders' equity............................... 2,622 580 -- -- --
---------------
(1) Per share data have been adjusted to reflect the 10 for 1 stock split that
occurred on August 29, 2000.
(2) Amounts have been restated from French francs into euros using the exchange
rate set by the Council of the European Union for use as of January 1, 1999
of E1 = FF 6.55957.
(3) 2000 amounts include the operations of Saatchi & Saatchi for the period
between the acquisition date in September 2000 through December 31, 2000.
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EXCHANGE RATE INFORMATION
Under the provisions of the Treaty on European Union negotiated at
Maastricht in 1991 and signed by the then 11 member states of the European Union
in early 1992, a European Monetary Union, known as EMU, was implemented on
January 1, 1999 and a single European currency, known as the euro, was
introduced. As of December 31, 2000, the following 11 member states participated
in EMU and had adopted the euro as their national currency: Austria, Belgium,
Finland, France, Germany, Ireland, Italy, Luxembourg, The Netherlands, Portugal
and Spain. The legal rate of conversion between the French franc and the euro
was fixed on December 31, 1998 at E1.00 = FF 6.55957, and we have translated
French francs into euros at that rate.
Share capital in our company is represented by ordinary shares with a
nominal value of E0.40 per share (generally referred to as "our shares"). Our
shares are denominated in euros. Because we intend to pay cash dividends
denominated in euros, exchange rate fluctuations will affect the U.S. dollar
amounts that our shareholders will receive on conversion of dividends from euros
to dollars.
The following table shows the French franc/U.S. dollar exchange rate for
1996 through 1998 based on the noon buying rate expressed in French francs per
$1.00, and the euro/U.S. dollar exchange rate for 1999 through June, 2001 based
on the noon buying rate expressed in dollars per euro. For information regarding
the effect of currency fluctuations on our results of operations, see "Operating
and Financial Review and Prospects."
PERIOD AVERAGE
END RATE* HIGH LOW
------ ------- ---- ----
EURO/U.S. DOLLAR
June 2001................................................... 0.85 0.85 0.87 0.84
May 2001.................................................... 0.85 0.87 0.89 0.85
April 2001.................................................. 0.89 0.89 0.91 0.87
March 2001.................................................. 0.88 0.91 0.94 0.88
February 2001............................................... 0.92 0.92 0.94 0.90
January 2001................................................ 0.93 0.94 0.96 0.91
2000........................................................ 0.93 0.92 1.03 0.83
1999........................................................ 1.00 1.06 1.17 1.00
U.S. DOLLAR/FRENCH FRANC
1998........................................................ 5.62 5.90 6.17 5.41
1997........................................................ 5.99 5.84 6.35 5.21
1996........................................................ 6.23 5.12 5.29 4.89
---------------
* For yearly totals, the average of the noon buying rates for French francs or
euros, as the case may be, on the last business day of each month during the
relevant period.
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RISK FACTORS
You should carefully consider the risk factors described below in addition
to the other information presented in this annual report.
WE MAY HAVE DIFFICULTY COMPETING IN THE HIGHLY COMPETITIVE ADVERTISING AND
COMMUNICATIONS INDUSTRY
The advertising and communications industry is highly competitive and we
expect it to remain so. Our competitors in the advertising and communications
business run the gamut from large multinational marketing and communications
companies to smaller agencies that operate only in local or regional markets. In
addition, major consulting firms have recently begun to develop practices in
marketing and communications. New competitors also include systems integrators,
database marketing and modeling companies and telemarketers offering
technological solutions to marketing and communications issues faced by clients.
We must compete with these companies and agencies to maintain existing client
relationships and to obtain new clients and assignments. Some clients require us
to compete for business at mandatory periodic intervals.
We believe that large multinational companies will increasingly seek to
consolidate their accounts with a limited number of organizations that can
satisfy their marketing and communications needs worldwide. This trend is likely
to require companies seeking to compete effectively in the international
advertising and communications industry to provide a comprehensive range of
advertising and communications services. Some of our competitors may be able to
provide a more complete range of services, or provide services in more markets,
than we can at present.
WE MAY BE ADVERSELY AFFECTED BY A DOWNTURN IN THE ADVERTISING AND
COMMUNICATIONS INDUSTRY
The advertising and communications industry is subject to downturns
corresponding to those in general economic conditions and changes in client
business and marketing budgets. Because some clients may respond to general
economic downturns by reducing their marketing budgets in order to meet earnings
goals, downturns may be more severe in the advertising and communications
industry than in other industries. For this reason, our prospects, business,
financial condition and results of operations may be materially adversely
affected by a downturn in general economic conditions in one or more markets or
changes in client business and marketing budgets.
WE MAY NOT BE SUCCESSFUL IN IDENTIFYING APPROPRIATE ACQUISITION CANDIDATES
OR INVESTMENT OPPORTUNITIES, COMPLETING ACQUISITIONS OR INVESTMENTS ON
SATISFACTORY TERMS OR INTEGRATING NEWLY ACQUIRED COMPANIES
Our business strategy includes enhancing our existing advertising and
communications capabilities and deepening our geographic presence. We intend to
implement this strategy in part by making acquisitions and other investments. We
may not be successful in identifying appropriate acquisition candidates or
investment opportunities or consummating acquisitions or investments on terms
satisfactory to us. In addition, we may not succeed in integrating any newly
acquired companies into our existing global networks in a way that produces the
synergies or other benefits we hope to achieve. Furthermore, we may use our
shares as consideration in future acquisitions and investments, which could
result in dilution to existing shareholders.
WE ARE DEPENDENT UPON, AND RECEIVE A SIGNIFICANT PERCENTAGE OF OUR REVENUES
FROM, LARGE CLIENTS
A significant reduction in advertising and communications spending by, or
the loss of one or more of, our largest clients could weaken our financial
condition and cause our business and results of operations to suffer. Our major
clients may not continue to use our services to the same extent, or at all, in
the future. Clients can typically cancel contracts with their advertising
agencies on 90 to 180 days' notice. In addition, clients generally are able to
reduce advertising and communications spending or cancel projects at any time
for any reason.
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GOVERNMENT REGULATIONS OR SELF-REGULATORY STANDARDS RELATING TO THE USE OF
INFORMATION ABOUT CONSUMERS COULD HARM OUR OPERATIONS
In a number of countries, particularly in Europe and North America, growing
concern regarding privacy and the collection, distribution and use of
information about Internet users has led to increased governmental scrutiny and
legislative and regulatory activity concerning data collection and use
practices. Various governmental authorities have recently proposed limitations
on the collection and use of information regarding Internet users. In October
1998, the European Union adopted a directive that limits the collection and use
of information regarding Internet users in Europe. In addition to government
activity, a number of industry and privacy advocacy groups are considering
various new, additional or different self-regulatory standards. Because some of
our operations rely on the collection and use of client data, this scrutiny, and
any legislation, regulations or standards promulgated as a result, could
adversely affect our business and results of operations.
WE ARE EXPOSED TO A NUMBER OF RISKS FROM OPERATING IN DEVELOPING COUNTRIES
We conduct business in various developing countries around the world. The
risks associated with conducting business in developing countries can include
slower payment of invoices, nationalization, social, political and economic
instability, increased currency exchange risk and currency repatriation
restrictions, among other risks. We may not be able to insure or hedge against
these risks. In addition, commercial laws in many of these countries can be
vague, arbitrary, contradictory, inconsistently administered and retroactively
applied. It is therefore difficult for us to determine with certainty at all
times the exact requirements of these laws. If we are deemed not to be in
compliance with applicable laws in developing countries in which we conduct
business, our prospects, business and results of operations could be harmed, and
our financial condition could be weakened.
WE ARE EXPOSED TO POTENTIAL LIABILITIES, INCLUDING LIABILITIES ARISING FROM
ALLEGATIONS THAT OUR CLIENTS' ADVERTISING CLAIMS ARE FALSE OR MISLEADING OR
THAT OUR CLIENTS' PRODUCTS ARE DEFECTIVE
From time to time, we may be, or may be joined as, a defendant in
litigation brought against our clients by third parties, including our clients'
competitors, governmental or regulatory authorities or consumers. These actions
could involve claims alleging that:
- advertising claims made with respect to our clients' products or services
are false, deceptive or misleading;
- our clients' products are defective or injurious; or
- marketing and communications materials created for our clients infringe
on the proprietary rights of third parties.
The damages, costs, expenses or attorneys' fees arising from any of these
claims could have an adverse effect on our prospects, business, results of
operations and financial condition to the extent we are not adequately insured
and are not indemnified for them by clients. In addition, our contracts with
clients generally require us to indemnify clients for claims brought by
competitors or others asserting that our advertisements or other communications
infringe upon their intellectual property rights.
OUR ABILITY TO MAINTAIN OUR COMPETITIVE POSITION DEPENDS ON RETAINING THE
SERVICES OF OUR MANAGEMENT AND ATTRACTING AND RETAINING OTHER KEY EMPLOYEES
The loss of the services of key members of our management could harm our
business and results of operations. In addition, our success has been, and is
expected to continue to be, highly dependent upon the skills of our creative,
research, media and account personnel and practice group specialists, and their
relationships with our clients. Our employees have generally not signed
non-compete agreements that restrict their ability to work for our competitors.
If we are unable to continue to attract and retain additional key personnel, or
if we are unable to retain and motivate our existing key personnel, our
prospects, business, financial condition and results of operations would be
materially adversely affected.
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CURRENCY EXCHANGE RATE FLUCTUATIONS MAY NEGATIVELY AFFECT OUR FINANCIAL
RESULTS, THE PRICE OF OUR SHARES AND THE VALUE OF DIVIDENDS RECEIVED BY
HOLDERS OF OUR ADSs
We hold assets and liabilities, earn income and pay expenses of our
subsidiaries in a variety of currencies. Our financial statements are presented
in euros. Therefore, when we prepare our financial statements, we must translate
our assets, liabilities, income and expenses in currencies other than the euro
into euros at then-applicable exchange rates. Consequently, increases and
decreases in the value of the euro will affect the value of these items in our
financial statements, even if their value has not changed in their original
currency. In this regard, an increase in the value of the euro relative to other
currencies may result in a decline in the reported value, in euros, of our
interests held in those currencies. To the extent this has a negative effect on
our financial condition as presented in our financial statements, it could cause
the price of our shares to decline. Conversely, if the relative value of the
euro to the U.S. dollar declines, the U.S. dollar equivalent of cash dividends
paid in euros on our American Depositary Shares (ADSs) will decline as well.
THE ABILITY OF HOLDERS OF OUR ADSs TO INFLUENCE THE GOVERNANCE OF OUR
COMPANY MAY BE LIMITED
Holders of our ADSs may not have the same ability to influence the
governance of our company as shareholders in some U.S. companies would. For
example, holders of our ADSs may not receive voting materials in time to ensure
that they can instruct the depositary to vote their shares. In addition, the
depositary's liability to holders of our ADSs for failing to carry out voting
instructions or for the manner of carrying out voting instructions is limited by
contract.
SOME PROVISIONS OF FRENCH LAW AND OUR STATUTS COULD HAVE ANTI-TAKEOVER
EFFECTS
French law requires any person who acquires more than 5%, 10%, 20%,
one-third, one-half or two-thirds of our outstanding shares or voting rights to
inform us within 15 days of crossing the threshold percentage. A person
acquiring more than 10% or 20% of our share capital or voting rights must
include in the report a statement of the person's intentions relating to future
acquisitions or participation in the management of our company for the following
12-month period. Shareholders who fail to comply with this requirement may be
deprived of voting rights for a period of up to five years and may, in some
cases, be subject to criminal fines. In addition, our statuts provide double
voting rights for shares owned by the same shareholder in registered form for at
least two years. Our statuts further provide that any person who acquires or
disposes of more than 1% of our outstanding shares or voting rights must inform
us within 15 days of crossing the threshold percentage. Shareholders who fail to
comply with this requirement may be deprived of voting rights in excess of the
relevant threshold for a period of up to two years. Finally, our shareholders
have authorized our management board to increase our capital in response to a
third party tender offer for our shares. These circumstances could have the
effect of discouraging or preventing a change in control of our company without
the consent of our current management. Giving effect to the double voting rights
provision of our statuts, we estimate that at least 45% of the voting power of
our company is held by descendants of Marcel Bleustein-Blanchet, our founder,
and our directors and employees.
WE ARE SUBJECT TO CORPORATE DISCLOSURE STANDARDS THAT ARE LESS DEMANDING
THAN THOSE APPLICABLE TO SOME U.S. COMPANIES
As a foreign private issuer, we are not required to comply with the notice
and disclosure requirements of the Securities Exchange Act of 1934, as amended,
relating to the solicitation of proxies for shareholders' meetings. Although we
are subject to the periodic reporting requirements of the Exchange Act, the
periodic disclosure required of non-U.S. issuers under the Exchange Act is more
limited than the periodic disclosure required of U.S. issuers. Therefore, there
may be less publicly available information about our company than is regularly
published by or about other public companies in the United States.
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ITEM 4: INFORMATION ON THE COMPANY
HISTORY AND DEVELOPMENT OF THE COMPANY
The legal name of our company is Publicis Groupe S.A. and its commercial
name is Publicis. Our company is a societe anonyme, a form of corporation. It
was incorporated in 1938, pursuant to the French commercial code, for a term of
99 years. Our registered office is located at 133, avenue des Champs-Elysees,
75008 Paris, France, and the phone number of that office is 331 44 43 70 00.
HISTORICAL BACKGROUND
Our company was founded in 1926 by Marcel Bleustein-Blanchet, known as the
"father of modern advertising in France" and the "David Ogilvy of French
advertising" because of his drive for innovation, his creativity in developing
successful campaigns for clients and the new standards of excellence he set.
Among his early innovations was the use of radio for advertising: In 1934, due
to a ban on advertising on France's government-owned radio stations, he created
Radio Cite, the country's first private station. He launched Regie Presse, a
subsidiary dedicated to the sale of advertising space in the press, in 1937.
When the Second World War began, Mr. Bleustein-Blanchet decided to shut
down both our company and Radio Cite. We re-opened in 1946 and won our first
major post-war client, Colgate Palmolive, a year later. Through Regie Presse, we
also expanded into the sale of media space in mass transit systems. Realizing
the importance of monitoring consumer habits and expectations, Mr.
Bleustein-Blanchet established a market research unit as part of our company.
Our expansion continued in the 1940's and 50's in other ways as well. Nestle
became a client in 1952; Shell joined us in 1954. We moved our headquarters to
its current location on the Champs-Elysees in Paris in 1957.
Our reputation for innovation was strengthened in 1968 when we created the
first television advertising campaign in France. Also in 1968, we provided
communications advice to Saint Gobain in its successful defense of a hostile
takeover attempt by BSN, the first hostile takeover bid in French business
history. Clients won in the 1960's included Renault and L'Oreal.
We became a public company in 1970. In 1972, our headquarters building was
destroyed by fire and we had to rebuild it. We began pursuing a strategy of
expansion in Europe through acquisitions the same year, purchasing the
Intermarco network in the Netherlands (with offices in Belgium, Germany,
Scandinavia, Italy and Spain) and Farner in Switzerland (with offices in Germany
and Austria). By 1974, we were present in 14 European countries. We made our
first inroads in interactive communications in this period with the founding of
SGIP, since renamed Publicis Technology. Our current chief executive officer,
Maurice Levy, joined our company in 1971 and became chief operating officer of
Publicis Conseil in 1976. In 1978, our European expansion continued through our
acquisition of the McCormick agency, a well-known U.K. firm.
In 1981, we opened our first New York office. In 1984, we regrouped our
network, then present in 23 countries, under the "Publicis" name. We founded our
media buying subsidiary Optimedia in 1987, and it began operations in France,
the United Kingdom and Switzerland. Also in 1987, Maurice Levy became our chief
executive officer and president of our management board. We entered into a major
strategic alliance with U.S.-based Foote, Cone & Belding Communications (FCB) in
1988. We merged our operations in Europe with those of FCB, thus becoming the
leading advertising network in Europe. We managed the combined European
operations, making substantial investments in developing them, particularly in
Spain and Italy. Through FCB, we also raised our profile among corporations in
the United States. In 1989, we began expanding into eastern Europe. The same
year, we won Whirlpool's worldwide account and launched a European direct
marketing network, since renamed Publicis Dialog.
Our expansion accelerated in the 1990's. We created BMZ, a new network
operating in Germany, France, the United Kingdom, Belgium, The Netherlands and
Italy, in 1992. The next year we acquired FCA, the fourth largest communications
group in France. We then merged FCA and BMZ to create FCA!BMZ, a subsidiary with
operations in 12 European countries. In 1994, we merged our New York office with
Bloom, a U.S. subsidiary of FCA, as part of an effort to further increase our
presence in the United States. Coca-Cola
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became a client in 1994. We discontinued our alliance with FCB in 1995 due to
strategic divergences with its parent company, True North Communications, Inc.
Mr. Bleustein-Blanchet died in 1996, and Elisabeth Badinter, Mr.
Bleustein-Blanchet's daughter, succeeded him as chair of the supervisory board.
We began our expansion outside of Europe in 1996, acquiring operations in
Mexico, Brazil and Canada. Over the next three years, we built an impressive
international network with a string of acquisitions in eastern Europe, the
Middle East, Latin America and the Asia-Pacific region. We also expanded in the
United States during this period, acquiring Hal Riney & Partners and EvansGroup
in 1998 and a 49% interest in Burrell Communications in 1999. At the beginning
of 2000, we had operations in 130 locations in 76 countries and ranked tenth
worldwide among communications groups. (Unless otherwise indicated, all
references to our competitive positions made in this annual report are in terms
of revenue generated).
The year 2000 was marked by a further acceleration of our expansion
strategy. We acquired controlling interests in a number of major U.S. agencies,
including the Fallon Group, Frankel & Company, DeWitt Media and Winner &
Associates, thus becoming a major competitor in the U.S. market. Even more
significantly, we dramatically increased the size of our operations with the
acquisition of Saatchi & Saatchi plc, with its network of operations across 92
countries. In addition, we became the world's leading healthcare communications
company as a result of our acquisition of a controlling interest in Nelson
Communications. Reflecting our increasingly international focus, our shares,
represented by ADSs, began trading on the New York Stock Exchange following the
Saatchi & Saatchi acquisition.
As a result of our internal and external expansion, we are now the sixth
leading advertising and communications company in the world, with operations in
170 cities in 102 countries around the world and over 20,000 employees. On a pro
forma basis, we generated revenue of E2.2 billion in 2000.
PRINCIPAL CAPITAL EXPENDITURES AND DIVESTITURES
As a result of our strategy of global expansion, our principal capital
expenditures since the beginning of 1998 have been associated with acquisitions
of other advertising and communications firms. In 1998, for example, we acquired
all of, or controlling interests in:
- Hal Riney, a U.S. advertising and public relations firm (that has been
renamed Publicis & Hal Riney);
- Casadevall Pedreno & PRG, one of Spain's most prestigious agencies;
- Malaysia's Wet Desert agency and a 50% interest in Prakit, an agency with
operations in Thailand, Myanmar, Vietnam, Laos and Cambodia.
- Capurro in Argentina, the "67" agency in Venezuela and Unitros in Chile.
- SMW and Mediabec in Canada.
We invested a total of E81 million (net of disposals and not including
equity consideration) to acquire other companies in 1998. We made E62 million in
other investments, of which E13 million went to repurchasing our own shares.
In 1999, we continued to bolster our positions in key areas around the
world:
- in Asia, we acquired controlling interests in the Welcomm agency (Korea),
AD Link (China) and AMA (the Philippines);
- in the Middle East, we acquired a controlling interest in Publi-Graphics,
a firm based in Lebanon with offices in seven countries in the region;
and
- in the United States, we acquired 49% of Burrell Communications, a
respected agency focused on the African-American community and urban
youth.
Net acquisitions totaled E51 million in 1999. Other investments came to
E115 million, of which E57 million was invested in repurchasing our own shares.
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As noted above, we made a number of major acquisitions in 2000. The largest
of these, Saatchi & Saatchi, was acquired in exchange for our shares, and
therefore did not require any capital expenditure as such. Several of our other
2000 acquisitions, however, did involve capital expenditures, including our
acquisitions of all of, or controlling interests in:
- Fallon, a prestigious U.S. advertising agency;
- Frankel, a leader in marketing services in the United States;
- DeWitt Media, an agency that specializes in consulting and media buying,
a focus that enabled us to introduce the Optimedia brand in the United
States;
- Winner & Associates, a U.S.-based public relations agency;
- Nelson Communications, the largest healthcare advertising network in the
United States (90% of the consideration for which consisted of our
treasury shares); and
- Publicistas Asociados, Peru's biggest advertising agency.
We invested a total of E541 million (net of disposals and not including
equity consideration) in making these acquisitions. We also invested in
interactive communications by forming Publicis.Net, which brings together our
new Internet-related operations around the world. Other investments came to E148
million, including E106 million of investments in fixed assets and E34 million
spent in repurchasing our shares. For information concerning our level of
ownership in the foregoing acquired agencies and our other subsidiaries as of
December 31, 2000, see note 28 to our financial statements.
We have made several acquisitions since the beginning of 2001 in pursuit of
our strategy of increasing our emphasis on specialized agencies and marketing
services and extending our geographical presence in key markets. The major
acquisitions completed so far in 2001 include controlling interests in:
- Fisch.Maier.Direkt, a Swiss direct marketing firm;
- Carre Noir, one of the best design agencies in France;
- Sanchez & Levitan, among the largest agencies in the United States
focused on the rapidly-growing Hispanic community;
- The Triangle Group, a leading U.K. marketing services agency; and
- Fabianne Gershon Associates and Hudson Stone Group, two corporate and
financial communications firms based in New York.
BUSINESS OVERVIEW
We are the world's sixth largest advertising and communications firm and
operate two major global networks, Publicis Worldwide and Saatchi & Saatchi
Worldwide. We intend to expand Fallon into a third global network with regional
hubs in several key countries. We also have the world's largest healthcare
communications network, combining Nelson Communications with the healthcare
activities of the Publicis and Saatchi & Saatchi networks. In addition, through
Zenithmedia (which we own jointly with Cordiant Communications) and Optimedia (a
wholly owned subsidiary), we are the world's fourth largest media buying group.
We have strong positions in key markets around the world. We rank first in
Europe overall, and are among the top five advertising and communications
companies in France, Germany, the United Kingdom, The Netherlands, Spain, Italy
and Switzerland. As a result of our recent expansion, we are now among the ten
largest advertising and communications firms in the United States and Canada as
well. We are also well
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represented in Asia, where our acquisition of Saatchi & Saatchi gives us a
significantly expanded presence, the Middle East and Latin America. We provide
services primarily in the following areas:
- Traditional advertising services. We provide traditional advertising
services through the Publicis, Saatchi & Saatchi and Fallon networks.
These activities accounted for approximately two-thirds of our total
revenue in 2000.
- Specialized agencies and marketing services. We provide specialized
communications services such as public relations, corporate and financial
communications, direct marketing, sales promotion, interactive
communications, design, media buying and media sales (collectively
referred to as "SAMS") through subsidiaries including Nelson
Communications, Frankel, Publicis Dialog, Publicis Consultants and
Optimedia.
CLIENTS
We provide advertising and communications services to national and
multinational clients around the world. In 2000, approximately one-third of our
revenue came from globally-managed accounts (i.e., those for which we provide
services in five or more countries). We generated the remaining two-thirds from
clients of our subsidiaries around the world. This client mix, we believe, is
advantageous in that locally-managed clients are often more profitable and tend
to be focused on the discrete markets in which they operate, therefore
diversifying our exposure to fluctuations in general market conditions.
Locally-managed clients also give us an opportunity to take advantage of, and
add to, our intimate knowledge of national and local cultures and business
environments and to raise our profile in local markets. No one client accounted
for more than 5% of our total revenue in 2000. The following chart discloses,
for each of our largest clients in 2000, the number of countries in which we
provide services and the length of our relationship:
NUMBER OF YEARS AS
COUNTRIES CLIENT
--------- --------
PUBLICIS WORLDWIDE
Nestle.................................................. 50 48
Renault................................................. 20 37
Sara Lee/Dim............................................ 12 37
L'Oreal................................................. 70 21
Whirlpool............................................... 47 11
Siemens................................................. 34 9
Rowenta................................................. 23 7
Coca-Cola............................................... 33 6
British Airways......................................... 57 5
Hewlett-Packard......................................... 40 4
Inmarsat................................................ 79 4
Hermes.................................................. 20 3
Tefal................................................... 29 3
Club Med................................................ 29 2
UBS..................................................... 32 2
Ericsson................................................ 32 1
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NUMBER OF YEARS AS
COUNTRIES CLIENT
--------- --------
SAATCHI & SAATCHI WORLDWIDE
Procter & Gamble........................................ 67 80
General Mills CPW....................................... 22 77
DuPont.................................................. 13 52
Visa International...................................... 22 14
Toyota.................................................. 28 26
Johnson & Johnson....................................... 30 30
Sony Consumer Electronics............................... 29 2
Diageo Guinness......................................... 23 11
STRATEGY
In 2000, we became a world leader in the advertising and communications
industry in terms of geographical presence, array of services and flexibility.
In view of this growth, our overall priority now is to increase on a
country-by-country basis the scope of services we provide to clients,
particularly services for which demand is growing rapidly, and to make selected
acquisitions to round out our geographical presence and service offerings. The
main components of this strategy are to:
- EXPAND OUR OPERATIONS THAT PROVIDE SAMS -- SPECIALIZED AGENCIES AND
MARKETING SERVICES
We currently have a number of operations that complement our traditional
advertising services by providing direct marketing, sales promotion, design,
corporate communications, financial communications, interactive communications,
public relations, media buying and media sales services. Demand in these areas
is growing faster than demand for traditional advertising services, a trend we
believe is likely to continue for the foreseeable future. Moreover, providing
non-advertising services helps us to build and maintain a "total relationship"
between consumers and our clients' brands. Demand is also growing rapidly for
specialized communications services such as those directed at particular ethnic
groups (in particular, African-American and Hispanic communities in the United
States), healthcare communications and human resources communications. We intend
to take advantage of these trends by growing our existing SAMS operations and by
making selective acquisitions. Our goal is to have SAMS generate 45% of our
total revenue in 2003, up from an estimated 33% in 2000.
- PENETRATE THE JAPANESE ADVERTISING MARKET
While we currently have some operations in Japan through the Publicis
Worldwide and Saatchi & Saatchi Worldwide networks, it is our goal to become a
major competitor there, possibly through one or more acquisitions. According to
Zenithmedia, advertising expenditures in Japan were $37 billion in 2000, or $294
per capita; both figures were the highest in the world outside the United
States. Increasing our presence in Japan will enhance our ability to provide
services to multinational clients on a global basis. In addition, we believe
that our strong brands, expertise and international experience provide us with
competitive advantages that will allow us to gain market share and generate
significant revenue growth from the Japanese market.
- MAKE SELECTIVE ACQUISITIONS TO ACHIEVE CRITICAL MASS IN OTHER SELECTED
MARKETS
We rank among the top five to ten advertising and communications firms in
most of the major countries in which we operate, and we believe this gives us a
visibility that is useful in the competition for new clients. In some countries,
however, we have only limited operations, and acquisitions may be required in
order for us to reach a position of market leadership. In addition, we believe
that our extensive international experience gives us a competitive advantage in
pursuing opportunities for growth in emerging economies. For these reasons, we
intend to seek acquisition candidates in selected markets around the world in
order to expand into promising new markets and, where necessary, to enhance our
competitive positions.
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FINANCIAL TARGETS
We believe that pursuing the strategy outlined above, and continuing the
process of integrating our operations with those of companies we have acquired,
especially Saatchi & Saatchi, will allow us to enhance our profitability and
maximize shareholder value significantly over the near term. Our primary
financial goals are to achieve in the 2003 fiscal year an 18% margin in terms of
EBITDA over revenue and a 15% margin in terms of EBITA (earnings before
interest, taxes and amortization of goodwill) over revenue, in each case as
calculated under French GAAP. We had achieved those targets prior to the
acquisition of Saatchi & Saatchi; accordingly, our current goals can be achieved
by bringing Saatchi & Saatchi up to a level of profitability consistent with our
pre-acquisition performance. We expect that the majority of the improvement in
our profitability will come from developing Saatchi & Saatchi's European
operations and taking advantage of cross-selling opportunities and synergies in
the provision of administrative and back office services. As noted above, our
goal in terms of business mix is to generate 55% of our revenue from traditional
advertising and 45% from SAMS businesses by 2003.
MARKETS
We conduct operations in 102 countries and 170 cities around the world. Our
primary markets are Europe and the United States. Below we show the contribution
of selected geographical markets to our revenue for the years ending December
31, 2000, 1999 and 1998 (in millions of euros):
EUROPE
(INCLUDING NORTH REST OF
YEAR FRANCE) FRANCE AMERICA WORLD TOTAL
---- -------------- ---------- ----------- ----------- ---------
2000 878 342 688 204 1,770
1999 702 294 214 126 1,042
1998 631 274 154 66 851
OPERATING DIVISIONS
We conduct our business through one segment -- advertising and
communications -- which operates primarily through two divisions: Communications
and Other Activities. Below we show the contribution of each division to our
consolidated revenue for the years ending December 31, 2000, 1999 and 1998 (in
millions of euros):
OTHER
YEAR COMMUNICATIONS ACTIVITIES TOTAL
---- ------------------ --------------- ----------
2000.......................... 1,635 135 1,770
1999.......................... 923 119 1,042
1998.......................... 737 114 851
COMMUNICATIONS
The Communications division consists of all our agencies involved in
advertising, marketing services, media buying, planning and consulting and
related disciplines. We generated more than 90% of our 2000 revenue from our
Communications operations.
Communications services
We provide a full range of advertising and communications services,
designing a customized package of services to meet each client's particular
needs. The communications services we provide typically include one or more of
the following:
- Traditional advertising services. Traditional advertising services
principally involve the creation of advertising for products, services
and brands. They may also include strategic planning involving analysis
of a product, service or brand compared to its competitors through market
research, sociological and psychological studies and creative insight.
The creation of advertising includes the
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writing, design and development of concepts. When a concept has been
approved by a client, we supervise the production of materials necessary
to implement it, including film, video, print and electronic materials.
Our advertising programs involve various media, including television,
magazines, newspapers, cinema, radio, outdoor, electronic and interactive
media. We evaluate the choice of media to reach the desired market most
efficiently and monitor the effectiveness of the program. In the case of
global and regional campaigns, we plan and coordinate the implementation
of the program through the efforts of our worldwide account directors and
our networks of national agencies.
- SAMS. The full range of specialized communication services we offer
complement our traditional advertising activities. Services provided by
our specialized agencies and marketing services operations include:
- Direct marketing. Direct marketing, also known as customer
relationship management or CRM, focuses on building clients'
relationships with individual customers (as opposed to traditional
advertising services, which target groups of consumers or the public
at large). Through our direct marketing operations, we assist clients
in creating direct communications programs and provide the appropriate
tools and database support to maximize the efficiency of those
programs.
- Sales promotion. Our sales promotion operations seek to increase
sales and awareness of clients' products and consumer loyalty through
point-of-sale promotions, coupon programs and similar means.
- Specialized advertising services. Our specialized agencies provide
services that are generally similar to those offered by our
traditional agencies. Unlike traditional agencies, however, our
specialized operations focus on particular areas of advertising that
have distinct characteristics and require special knowledge and
experience. We provide specialized services primarily in the following
areas:
-- Healthcare. We have a network of agencies, centered around Nelson
Communications, that work exclusively with clients in the
healthcare industry to reach consumers and doctors and other
medical professionals through advertising campaigns, medical
conferences and symposia and other means. These agencies also
provide marketing services such as public relations, consulting
and sales personnel recruitment and training.
-- Human resources communications. Through our human resources
operations, we create employee recruitment-related advertising,
including classified advertising and campaigns to improve a
client's overall image with prospective applicants, for companies
seeking job applicants and recruiting firms. We also assist
clients in developing internal communications programs.
-- Ethnic communications. Some of our agencies have developed
expertise in creating advertising and communications services
aimed at particular ethnic groups, particularly African-Americans
and Hispanics in the United States.
- Media buying. Media buying services are often, though not always,
provided in conjunction with other advertising services. Through our
media buying operations, we analyze various media outlets, including
television, print, radio, Internet and outdoor venues, and demographic
and ratings information. In light of this analysis, we help plan the
most effective means of pursuing an advertising or communications
strategy. We then book the media space necessary to implement the
strategy, using our experience and buying power to obtain favorable
rates for our client.
- Media sales. We provide media sales services through Medias & Regies
Europe, as described under "-- Other Activities -- Medias & Regies
Europe."
- Corporate and financial communications. We provide corporate and
financial communications services designed to assist clients in
delivering their message to investors and the public and, in
particular, to help clients achieve their goals in connection with
mergers and acquisitions, initial
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public offerings, spin-offs, proxy contests and similar matters. We
also provide services aimed at helping clients address the
communications and public relations aspects of publicized crises and
other major events.
- Public relations. Our public relations services are designed to
assist clients with the management of their ongoing relations with the
press and the public. These services include strategic message and
identity development to help clients position themselves in their
markets and differentiate themselves from their competitors; product
and company launch or re-launch services, which aim to create
awareness of and position a product or company with customers; and
media relations services, which help clients enhance their brand
recognition and image.
- Design. Our design services are intended to enhance the visual
symbols that affect a client's image and to ensure that the design and
packaging of products are consistent with the means used to market
them.
- Interactive communications. Our interactive communications services
consist primarily of website and intranet design, Internet-related
direct marketing and related services and banner advertisement design.
Research programs
We have developed a number of programs designed to enhance the
effectiveness of our communications services by providing anthropological,
psychological and cultural insights into the behavior and attitudes of consumers
and other target audiences. Our research programs include the following:
- Get It Right. A strategic planning process developed within the Publicis
Worldwide network, Get It Right is designed to ensure that a viable
strategic opportunity and/or brand concept is identified before creative
work is initiated;
- Context Analysis. Context Analysis is a media screening tool used by
agencies in the Publicis Worldwide network involved in strategic planning
that uses sociological methods to track new trends and analyze the way
the media covers them;
- Tweens. Tweens is a qualitative research tool intended to aid analysis
of teenager behavior and lifestyles. Tweens is used by agencies in the
Publicis Worldwide network;
- The Ideas Brief. The Ideas Brief is a system developed by Saatchi &
Saatchi to help an agency identify ideas for transforming a client's
business, brand, and reputation. The system has three parts: the "Equity
Onion," which is used to identify a brand's core values or essence, the
"Brand Axle," used to identify the extent to which a brand associated
with one product can be successfully used to market other products, and
the "Brand Temple" for multi-product companies that use several
sub-brands;
- The Ideas Toolkit. The Ideas Toolkit is a Saatchi & Saatchi program that
facilitates the monitoring of the effectiveness of a communications
program using anthropological and psychological methods; and
- Yurban. Yurban is a unit of Burrell Communications dedicated to
researching marketing strategies aimed at urban youth.
Organization
Major business units in our Communications division include the following:
- Publicis Worldwide. This unit is comprised of all the Publicis agencies
in Europe (other than France), Israel, the Middle East, South Africa, the
Asia-Pacific region, Latin America and Canada. The majority of its
operations focus on traditional advertising services, but it has
specialized agencies as well. Publicis Worldwide also includes some
Publicis Dialog offices that are primarily involved in marketing
services, some Optimedia units that provide media buying services and
some interactive communications operations.
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- Publicis Conseil. Publicis Conseil operates exclusively in France, and
consists of subsidiaries involved in a variety of communications
disciplines, including Publicis Dialog, a provider of marketing services
and Media System, a provider of human resources communications.
- Publicis Consultants. Publicis Consultants is a specialized agency
focusing upon corporate communications, financial communications, public
relations and design. It has offices in France and elsewhere in Europe.
- Publicis USA Holdings. This group includes the majority of our
operations in the United States: Publicis Inc., Publicis Dialog, Publicis
& Hal Riney, Fallon, Duffy Design, Frankel, Burrell Communications,
Sanchez & Levitan, Nelson Communications, Optimedia US and Winner &
Associates, among others. These operations provide a full range of
advertising and communications services.
- Saatchi & Saatchi Worldwide. This network consists principally of
Saatchi & Saatchi agencies in 92 countries around the world. It also
includes The Facilities Group, a U.K. firm that provides a range of
technical and creative services in the areas of design, artwork, print
and audiovisual production, and Rowland Communications, a public
relations and corporate communications specialist with offices in the
United States and several countries in Europe.
- WAM. WAM is a production company located in France that creates audio
and video commercials.
- Publicis.Net. Created in 2000, Publicis.Net includes Internet-oriented
companies operating in France and elsewhere.
- Optimedia. Optimedia operates a media buying network in 32 countries
around the world. It has a strong presence in the United Kingdom, the
United States, Germany and France.
- Zenithmedia. This media buying group operates in 38 countries, with a
strong presence in the United Kingdom, the United States and Spain. We
own Zenithmedia jointly with Cordiant.
OTHER ACTIVITIES
Medias & Regies Europe
Medias & Regies Europe consists of all our media sales activities. We
conduct these activities, which are considered SAMS, in France and other
European countries. Medias & Regies Europe contributed approximately 6% of our
total revenue in 2000 on a pro forma basis.
Medias & Regies Europe sells advertising space to advertising and media
buying firms on behalf of media companies. In some instances, it sells space to
advertising and media buying operations that are part of our Communications
division. It does so, however, on an arm's-length basis, dealing with those
businesses on the same terms as other customers. In 2000, more than 90% of our
revenue in this category came from external clients; the remainder came from
clients of our Communications operations. Broken down by type of venue, our
primary Medias & Regies Europe activities are as follows:
- Outdoor media. We place advertisements on billboards, in subways, at bus
stops and in other public venues primarily through Metrobus, which
operates in several French cities, Publex in Holland (a 50/50 joint
venture with JC Decaux, a French media company) and Publisistemas in
Spain.
- Print. We place advertisements in major French newspapers and magazines
such as Le Monde, Liberation, EDJ, Pariscope, Marianne, Tele Z and Le
Nouvel Economiste.
- Radio. Through Regie 1 in France and Intervoz Publicidade in Portugal,
we place radio advertisements on stations including Europe 1 in France.
- Movie Theatres. We place advertisements in movie theaters through
Mediavision, France's largest movie theater advertising firm. Mediavision
has subsidiaries located in Brazil, Holland, Switzerland, Italy, Spain
and Poland.
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In 2000, Medias & Regies Europe generated 48% of its revenue from outdoor
media, 29% from print, 13% from radio and 10% from movie theatres.
Others
We also operate the Champs-Elysees drugstore, a shopping mall that includes
a bookstore, gift shops, a pharmacy, a restaurant and a movie theatre. The
drugstore is located on the first floor of our headquarters buildings on the
Champs-Elysees in Paris, near the Arc de Triomphe. Our other activities also
include internal accounting and administrative operations and a small subsidiary
that manages invested funds.
COMPETITION
Our principal competitors include major international advertising and
communications groups such as Omnicom Group, Inc., the Interpublic Group of
Companies, Inc., WPP Group plc and Havas Advertising, independent local
advertising agencies in markets around the world and SAMS businesses that focus
on specialized areas of communications services.
Advertising and communications markets are generally highly competitive and
we continuously compete with national and international agencies for business.
Competition may increase in the near future as a result of multinational
clients' increasing consolidation of their advertising accounts with a very
limited number of firms.
GOVERNMENTAL REGULATION
Our business is subject to government regulation in France, the United
States and elsewhere. As the owner of advertising agencies operating in the
United States which create and place print, television, radio and Internet
advertisements, we are subject to the U.S. Federal Trade Commission Act. This
statute regulates advertising in all media, including the Internet, and requires
advertisers and advertising agencies to have substantiation for advertising
claims before disseminating advertisements. In the event that any advertising we
create is found to be false, deceptive or misleading, the Federal Trade
Commission Act could potentially subject us to liability.
In France, media buying activities are subject to the Loi Sapin, a law
intended to require transparency in media buying transactions. Pursuant to the
Loi Sapin, an advertising agency may not purchase advertising space from media
companies on its own behalf and then resell the space on different terms to
clients. Instead, the agency must act exclusively as the agent of its clients
when purchasing advertising space. The Loi Sapin applies to advertising
activities in France when both the media company and the client or the
advertising agency are French or are located in France. We are not aware of any
existing, or contemplated, similar legislation in the other countries in which
we operate.
Governmental authorities in a variety of countries have proposed
limitations on the collection and use of information regarding Internet users.
In October 1998, the European Union adopted a directive that limits the
collection and use of information regarding Internet users in Europe. In
addition to government activity, a number of industry and privacy advocacy
groups are considering various new, additional or different self-regulatory
standards. Because our marketing services activities rely on the collection and
use of client data, new regulations or standards imposed in this area could have
a material adverse impact on our operations.
SEASONALITY
Clients' advertising and communications expenditures typically fluctuate in
response to actual or expected changes in consumer spending. Because consumer
spending in many of our major markets is typically lower in the beginning of the
year (following the holiday season) and in July and August (the most popular
vacation months in Europe and North America) than at other times of the year,
advertising and communications expenditures are typically lower as well.
Accordingly, our results of operations are often stronger in the second and
fourth quarters of the year than they are in the first and third quarters.
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RAW MATERIALS
Our business is not typically affected in any material respect by changes
in the availability or prices of any raw materials.
MARKETING CHANNELS
We market our services primarily by analyzing the communications needs of
our clients and prospective clients and by demonstrating to such clients and
prospective clients how we propose to meet those needs. Our strong brands and
reputation are key elements of our marketing strategy.
ORGANIZATIONAL STRUCTURE
We conduct our operations primarily through the following subsidiaries:
COUNTRY OF OUR OWNERSHIP OUR VOTING
NAME INCORPORATION INTEREST INTEREST
---- ------------- ------------- ----------
Saatchi & Saatchi plc............................ U.K. 100.00% 100.00%
Publicis Conseil S.A. ........................... France 99.61% 99.61%
Publicis Worldwide B.V. ......................... Netherlands 100.00% 100.00%
Publicis USA Holdings Inc. ...................... U.S. 100.00% 100.00%
Medias & Regies Europe S.A. ..................... France 99.99% 99.99%
PROPERTY, PLANTS AND EQUIPMENT
We conduct operations in 170 cities around the world. In general, we lease,
rather than own, the office properties we use. As of December 31, 2000, we owned
real property assets with a net book value of E59 million.
Our principal real property asset is the building we own and use as our
headquarters at 133 avenue des Champs-Elysees in Paris. We use approximately
11,000 square meters of office space in the building for advertising and
communications activities; we use an additional 1,500 square meters for the
Champs-Elysees drugstore.
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ITEM 5: OPERATING AND FINANCIAL REVIEW AND PROSPECTS
The following discussion should be read in conjunction with the financial
statements and related notes included elsewhere in this annual report. Our
financial statements have been prepared in accordance with French GAAP, which
differs in certain significant respects from U.S. GAAP. See note 30 to our
financial statements for (i) a discussion of the principal differences between
French GAAP and U.S. GAAP as they relate to us and (ii) a reconciliation to U.S.
GAAP of our net income and shareholders' equity as calculated under French GAAP.
The following discussion contains forward-looking statements that involve risks
and uncertainties, including, but not limited to, those described under "Key
Information -- Risk Factors."
Since the introduction of the euro on January 1, 1999, the functional and
reporting currency of our company has been the euro (see note 1 to our financial
statements). Prior to that date, the functional and reporting currency of our
company was the French franc. Consequently, prior periods have been restated
from French francs into euros using the official fixed exchange rate of E1 = FF
6.55957. These restated financial statements in euros reflect the same trends as
would have been presented if our company had continued to present financial
statements in French francs.
OVERVIEW
Our company grew dramatically in the 1998-2000 period, becoming one of the
six largest advertising and communications groups in the world. This growth
resulted both from acquisitions and from substantial improvements in the
performance of our existing businesses in terms of revenue and income. Revenue
grew 108% over the period and net income rose 172%. Organic growth in revenue
(i.e., growth excluding the effect of acquisitions, disposals and changes in
exchange rates) averaged 13.5% per year for the period due to new business and
increased revenue from existing clients.
Information concerning our principal acquisitions in the 1998-2000 period
is provided under "Information on the Company -- History and Development of the
Company -- Principal Capital Expenditures and Divestitures." Acquisitions added
an average of 18% per year to our revenue growth in 1998 and 1999 and 51% in
2000. Among the significant advertising contracts we won in the period were the
following:
- North America -- Citibank, Fuji Film USA, Citizen Watches USA, Sprint
Broadband, Discovery, Principal Financial group and Office Max in the
United States and Bombardier Industries, CIBC and Heineken in Canada;
- Europe -- Wal-Mart in Germany, chello Broadband, Wilcon Homes and Mr.
Kipling Cakes in the United Kingdom, Quiero TV, Nabisco and San Miguel
beer in Spain and Faconnable, Sanofi-Synthelabo and Helena Rubinstein in
France. We also won a contract with the finance ministries of France,
Germany and Holland to promote the launch of the euro;
- Asia/Pacific -- Renault in Japan and across the Asia-Pacific region,
Telstra and Gatorade in Australia and the Sampoerna group in Indonesia;
- South America -- Carrefour and Polo Ralph Lauren in Brazil; and
- Global/multi-country -- Ericsson, Club Med, UBS, United Biscuits,
Hewlett-Packard, Syngenta, Arc International and the European Central
Bank.
OUTLOOK FOR 2001
We face the challenge in 2001 of weaker general economic conditions in the
United States and a slowdown in advertising markets in the United States and
other parts of the world. Europe, Latin America and
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the Asia/Pacific region are expected to show stronger growth than North America.
Among the factors that are likely to affect our results of operations for 2001
are the following:
NEW CONTRACTS
We expect to generate continued growth from contracts won since the
beginning of 2001, including contracts with United Airlines, Iomega, Voice
Stream, ATA Airlines, Lens Express, Informix in the United States, Siemens
Corporate (global), Renault Samsung and Korea Telecom in Korea, The Post Office
(U.K.), Credito Italiano in Italy and Guinness Asia. In addition, General Mills
has decided to substantially expand the scope of services we provide it.
ACQUISITIONS
We have continued to pursue our strategy of making selective acquisitions
in important geographical areas and key fields in 2001 as described under
"Information on the Company -- History and Development of the Company --
Principal Capital Expenditures and Divestitures."
INTERPUBLIC MERGER WITH TRUE NORTH
We own approximately 4.7 million shares in True North (approximately 9% of
the total), a U.S. advertising firm that has agreed to merge with a subsidiary
of Interpublic. If the merger is completed, each outstanding True North share
will be exchanged for 1.14 shares of Interpublic. In that event, we would
receive approximately 5.3 million Interpublic shares.
AGREEMENT WITH CORDIANT
We have reached an agreement in principle with Cordiant to create a new
holding company to hold 100% interests in Zenithmedia, formerly a 50/50 joint
venture between Cordiant and Saatchi & Saatchi, and Optimedia. We expect that we
will own 75% of the holding company and Cordiant will own the remaining 25%.
Pursuant to the agreement, Zenithmedia and Optimedia would continue to provide
services independently of each other, but would combine their purchasing,
administrative and related functions. Combined, Zenithmedia and Optimedia would
constitute the fourth largest media buying business in the world.
INTEGRATION WITH SAATCHI & SAATCHI
Although the Publicis Worldwide network and the Saatchi & Saatchi Worldwide
network are and will remain operationally independent, we continue to pursue the
integration of administrative, financial, procurement and information systems
services in countries where both networks have significant operations. We
estimate that this integration process will yield cost savings of approximately
E10 million (on a full year basis) over the course of 2001.
OTHER FACTORS
Among the factors that could cause our results of operations to differ
materially from our expectations are those described under "Key
Information -- Risk Factors."
BASIS OF PRESENTATION
ACCOUNTING POLICIES
See note 1 to our financial statements for a summary of our significant
accounting policies. Beginning on January 1, 2000, our financial statements have
been prepared in conformity with new accounting rules applicable to consolidated
financial statements in France (nouvelles regles et methodes relatives aux
comptes consolides). The new rules were approved on June 22, 1999 and became
effective on January 1, 2000. The new rules differ from the rules previously
applied in terms of accounting for business combinations, deferred income taxes,
assets under capital leases, conversion of financial statements of foreign
subsidiaries and exchange rate differences on accounts receivable and payable
stated in foreign currencies. In accordance with
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the new rules, we have elected not to restate retroactively our accounting for
business combinations and disposals completed in prior years.
The application of the new rules has been treated as a change in accounting
methods. Due to the insignificant impact of the change in accounting methods on
the financial statements for the years ended December 31, 1999 and 1998, we have
elected not to present pro forma information for those years. However, our
balance sheet and income statements as of and for the years ended December 31,
1999 and 1998 have been presented in accordance with the presentation
requirements of the new rules.
SCOPE OF CONSOLIDATION
Information regarding operations acquired in the 1998-2000 period is
generally included only from the date of acquisition. For example, we include
only four months of results for Saatchi & Saatchi because we acquired it at the
beginning of September, 2000. We have not disposed of any material operations
since the beginning of 1998.
CONSOLIDATED OPERATIONS -- 2000 COMPARED TO 1999
OUR COMPANY AS A WHOLE
Revenue
We generated E1.77 billion in revenue in 2000, up 69.8% from E1.04 billion
in 1999. Growth from acquisitions (net of disposals) was 46%, including 25%
resulting from the consolidation of Saatchi & Saatchi for the last four months
of the year. Organic growth was 15%, primarily resulting from favorable business
conditions in most geographical areas and new business wins. According to Credit
Suisse First Boston, our performance in generating new business in 2000 on a
full year basis was the second best in the world among major advertising groups
in terms of billings (see "Explanatory Note" above for a description of the term
"billings"). Organic growth was 14.3% in our communications businesses
(primarily advertising) and 17% in Medias & Regies Europe. Changes in exchange
rates, particularly the decline of the euro against the U.S. dollar, accounted
for the remainder of the increase.
Expenses
Total operating expenses rose 67.7% to E1.45 billion in 2000 (up from E0.87
billion in 1999), principally due to the organic and acquisition-related growth
of our operations. Staff costs rose 70.8% to E984 million (representing 55.6% of
revenues), an increase slightly greater than the increase in revenue for the
year; however, growth in other operating expenses of E179 million (61.5%) was
significantly less than revenue growth.
Financial income/expense
Our net financial expense was E11 million in 2000, compared to E9 million
in net financial income in 1999. This change was caused by a substantial
increase in our debt in connection with our significant acquisition program in
2000, particularly in the United States. Interest expense also rose as a result
of the implementation of a share repurchase program.
Income tax
We incurred income tax of E92 million in 2000, up from E65 million in 1999.
We also incurred additional taxes of E4 million in 2000 with respect to gains on
the sale of investments. Our effective rate of tax was 35%. This was slightly
lower than the statutory French rate of 37.8% due to our use of deferred tax
assets (which resulted from operating losses generated in prior years by some of
our subsidiaries) and the effect of different tax rates imposed in different
jurisdictions.
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Income from companies accounted for by the equity method
Our income from equity-method investments rose from E2 million in 1999 to
E5 million in 2000. This increase was due primarily to the inclusion of four
months of results from Zenithmedia.
Exceptional income (loss)
Our exceptional income was E15 million in 2000, up from E12 million in
1999. Our exceptional income in 2000 consisted largely of capital gains
generated by the disposal of a U.S. subsidiary of Mediavision.
Goodwill amortization
Goodwill amortization (excluding minority interest) in 2000 was E33
million, up from E19 million in 1999, primarily as a result of our substantial
acquisitions in 2000, particularly in the United States.
Minority interests
Income from minority interests rose from E21 million in 1999 to E31 million
in 2000. This increase was due to acquisitions, and corresponding increases in
the number of minority interests, and also to increased earnings from companies
in which we had pre-existing minority interests.
Net income and earnings per share
As a result of all of the above, our net income including minority
interests rose 67.4% to E159 million in 2000. Excluding minority interests, our
net income increased 72.9% to E128 million in 2000. Basic earnings per share
rose 38.8% (from E0.85 to E1.18); this increase trailed the rise in net income
on a percentage basis due to the substantial issuance of shares in the
acquisition of Saatchi & Saatchi. Diluted earnings per share rose from E0.84 to
E1.15, a 36.9% increase.
BY BUSINESS DIVISION
Communications
Our Communications division generated revenue of E1,635 million in 2000, up
77.2% over 1999. Acquisitions, particularly of Saatchi & Saatchi, Fallon and
Frankel, accounted for the majority of the increase. Substantial organic growth
was generated by Publicis network agencies in Europe, Canada and the Asia-
Pacific region; Publicis & Hal Riney in the United States also recorded healthy
growth. Within Saatchi & Saatchi, revenue rose 11.6% over a 12-month period in
2000 (from E645 to E720), largely as a result of strong performances in the
United Kingdom, Australia and Singapore.
Other Activities
Revenue generated by our other activities grew 13.4% in 2000 to E135
million. Growth resulted from increased revenues in each category of Medias &
Regies Europe's services: print (where revenue rose 11.2% to E39.5 million),
radio (up 21.6% to E101 million), movie theatres (up 18.1% to E17 million) and
billboards (up 20.8% to E65 million). Our movie theatre advertising operations
benefited from expansion into The Netherlands, Italy, Switzerland and Brazil.
The increase in our billboard advertising revenue was due largely to Metrobus,
which generated E33 million in revenue, up 31.6% from 1999. Revenue from our
financial and services operations increased 4.1% to E11.2 million, while revenue
from the Champs-Elysees drugstore declined from E6.7 million to E5.8 million.
BY GEOGRAPHICAL AREA
France
Revenue in France was E342 million in 2000, up 16.3% from 1999's total of
E294 million. This increase was due largely to the organic growth of our
Communications and Medias & Regies Europe businesses. In our Communications
division, strong growth was recorded in Publicis Dialog, Media System and
Publicis
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Consultants in direct marketing, human resources communications and corporate
communications, respectively. The results of these operations offset weaker
performances elsewhere. Medias & Regies Europe, where revenue was up 15.4% to
E135 million, achieved good revenue growth in all its French businesses.
Europe outside France
Excluding France, our revenue in Europe increased by 31% in 2000 to E536
million. Saatchi & Saatchi accounted for 16% of the increase and was the most
significant acquisition in this area. We also generated strong organic revenue
growth, predominantly in the United Kingdom, Germany, Spain, Italy and The
Netherlands. Our Communications businesses in Portugal and the Czech Republic
generated weaker than expected revenue.
North America
Growth in our North American revenue more than tripled, rising from E214
million in 1999 to E688 million in 2000. This gain was due primarily to the
acquisitions of Saatchi & Saatchi, Frankel and Fallon. The acquisition of Nelson
Communications had a more limited effect, as its results were consolidated for
only two months. We also generated substantial organic growth in communications
in the United States, particularly through Publicis & Hal Riney and some
Publicis agencies. The income resulting from this growth was partially offset by
the costs of expanding operations at Fallon (through Fallon Interactive, Brand
Consulting and Duffy Design), Frankel (through its Siren and BrandGuard units,
which are described below under "-- Research and Development") and DeWitt Media
(in connection with the launch of Optimedia in the United States).
Rest of world
In other areas of the world, we generated revenue of E204 million in 2000,
up from E126 million in 1999. Saatchi & Saatchi contributed E33 million of the
increase; other acquired companies such as Publicistas Asociados, Peru's leading
advertising agency in 2000, made significant contributions as well. The organic
growth was the product of strong performances across most of the Asia-Pacific
region, especially in Korea, Australia, Malaysia and Singapore. These
performances compensated for weakness in the Philippines market caused by
political instability and poor economic conditions in Argentina and South
Africa.
CONSOLIDATED OPERATIONS -- 1999 COMPARED TO 1998
OUR COMPANY AS A WHOLE
Revenue
We generated revenue of E1.04 billion in 1999, a 22.4% increase over 1998's
total of E851 million. Organic growth was 12%, resulting from an increase in the
amount and scale of services provided to existing clients and contracts won with
new clients. New business won included world-wide accounts for Ericsson and
United Biscuits and the communications campaign for the euro by the European
Central Bank. The Communications division generated growth of 12% and Medias &
Regies Europe grew 16% in 1999. The remainder of the increase was due to
acquisitions, primarily of Burrell Communications in the United States and
operations in South Korea, China, India, Germany and the Middle East.
Expenses
Total operating expenses were E867 million in 1999, up 19.6% from 1998's
total of E725 million. As a percentage of revenue, staff costs fell from 56.2%
in 1998 to 55.3% in 1999, and other operating expenses declined from 29% of
revenue to 27.9%. These changes were the result of productivity gains in many
agencies throughout the Publicis Worldwide network and successful cost control
programs. These programs consisted primarily of the merger and rationalization
of some of our regional agencies in France and in our marketing services
businesses.
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Financial income/expense
Net financial income declined from E10 million in 1998 to E9 million in
1999, due primarily to more substantial expenditures for repurchases of our own
shares (E57 million in 1999 compared to E13 million in 1998).
Income tax
We incurred E65 million in income tax in 1999, an increase of 38% from
1998's total of E47 million. Our effective rate of tax was 39.4%, a rate very
close to the French statutory rate of 40%. In addition, we recorded a E7 million
tax on extraordinary gains in 1999.
Income from companies accounted for by the equity method
Income from companies accounted for by the equity method rose to E2 million
in 1999, up from E1 million in 1998.
Exceptional income (loss)
We had exceptional income of E12 million in 1999, primarily resulting from
a capital gain associated with the disposal of real estate of the Paris Matignon
drugstore, a business similar to the Champs-Elysees drugstore. Other capital
gains included those associated with disposals of real estate assets outside of
France and some unconsolidated investments.
Goodwill amortization
Goodwill amortization in 1999 was E19 million, a 46% increase from the
total for 1998. Excluding goodwill associated with minority interests, the
charge rose 79%. Of the 1999 total, E4 million was an extraordinary write down
charge related to an acquisition in the United Kingdom. The other E15 million
related to the full-year effect of major acquisitions completed in 1998
(especially Publicis & Hal Riney) and to acquisitions made in 1999.
Minority interests
Income from minority interests was stable in 1999 compared to 1998, rising
from E20 million to E21 million.
Net income and earnings per share
As a result of the factors discussed above, total net income including
minority interests rose from E67 million in 1998 to E95 million in 1999, a 42%
increase. Net income excluding minority interests was E74 million, up 57.4% from
1998's total of E47 million. Basic earnings per share rose from E0.59 to E0.85.
Diluted earnings per share increased 50% from E0.56 to E0.84.
BY BUSINESS DIVISION
Communications
Revenue generated by our Communications division rose 25.2% in 1999 to E923
million. Organic growth was 12%, supported by above-average performances in
Europe and in various other operations around the world. Acquisitions included
Burrell Communications in the United States, Publi-Graphics in the Middle East
and a number of operations in the Asia-Pacific region.
Organic growth was particularly strong in Germany, Spain, Portugal, Italy,
the Netherlands, Switzerland and Sweden and more than offset weakness in our
operations in Norway, Austria and two of our U.K. subsidiaries. Our French
operations generated moderate growth in 1999. Operations in other parts of the
world generally performed well, with the exception of those in Argentina.
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Other Activities
Our other activities generated revenue of E119 million in 1999, 11.4% of
our total for the year. Excluding the effect of the restructuring that occurred
in June 1998 and the effect of acquisitions and disposals, this represented a
16% increase over its total for 1998. The majority of this increase was the
result of significant increases in the volume of print media, billboard and
movie theater advertising placed. In particular, rapid growth in classified ads
and business advertising placed in newspapers and magazines, primarily in
France, led to a 41.6% increase in revenue for our print media businesses.
Revenue from the Champs-Elysees and Matignon drugstores declined due to poor
operating performances. The Matignon drugstore was sold in July 1999.
BY GEOGRAPHICAL AREA
France
Revenue generated by our French operations was E294 million in 1999, up
from E274 million in 1998. This growth was primarily organic, resulting in part
from strong performances by Publicis Consultants and PCM, a media buying unit.
Europe outside France
Outside France, our European operations had E408 million in revenue in
1999, up from E357 million in 1998. Germany, Italy, Spain, Portugal and Northern
Europe contributed the majority of these gains.
North America
Our North American operations saw revenue rise 39% in 1999 to E214 million.
Revenue growth excluding the effect of acquisitions (net of disposals) was 34%.
Organic growth was primarily driven by Publicis & Hal Riney and Publicis Dialog,
which won substantial amounts of new business. The acquisition of Burrell
Communications contributed significantly to our U.S. revenue.
Rest of world
Growth was strong in the rest of the world as well in 1999, with revenue
increasing more than 90% to E126 million. Revenue doubled in the Asia-Pacific
region, both as a result of organic growth and acquisitions (primarily AD Link
in Hong Kong and China, Wellcomm in Korea and AMA in the Philippines). The
Africa/Middle East region saw even stronger increases in revenue, from E10
million in 1998 to E33 million in 1999, largely due to the acquisition of
Publicis-Graphics (which has operations in seven countries throughout the Middle
East) and AB Data and Superpush in Israel. Our operations in Latin America
generated modest revenue growth.
LIQUIDITY
We meet our need for liquidity primarily through a combination of cash
generated from operations and bank loans.
Net cash flow from operating activities reflects funds generated from
operations and changes in operating assets and liabilities. Net cash from
operating activities was E204 million in 2000 and E178 million in 1999. This
increase was mainly due to the strong increase in profit in 2000.
Net cash flow from investing activities includes acquisitions and
divestitures of intangible and tangible assets, acquisitions of businesses,
investments in companies accounted for using the equity method and net
differences in other investments and marketable securities. Net cash used in
investing activities was E655 million in 2000, up from E109 million in 1999. A
E541 million increase in cash used in acquisitions (net of disposals) was the
primary cause of this increase.
Net cash flow from financing activities includes dividends, changes in debt
position and share repurchase programs. Net cash provided by financing
activities was E572 million in 2000; net cash used in financing
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activities was E68 million in 1999. This change resulted largely from a E630
million increase in borrowings, primarily in connection with acquisitions.
There are no significant legal or economic restrictions on the ability of
our subsidiaries to transfer funds to us in the form of dividends, loans or
advances.
Currently unused sources of liquidity include our holding of 4.7 million
shares of True North (a holding that will become 5.3 million shares of
Interpublic when the proposed transaction between those companies is
consummated) that could be sold.
We expect that we will be able to satisfy our cash requirements for the
next 12 months from cash flow generated by operations and additional bank loans.
Our general policy is to avoid dilution of existing shareholders by using cash
or treasury shares to make acquisitions, but we may incur some additional
indebtedness in connection with acquisitions. Overall, however, we expect to
reduce our debt in 2001.
CAPITAL RESOURCES AND INDEBTEDNESS
As of December 31, 2000, we had total outstanding bank borrowings and
overdrafts of E901 million, comprised of E630 million in bank loans, E266
million in bank overdrafts and E5 million in obligations under capital leases.
Of this indebtedness, E721 million is due within one year and the remainder is
due within five years. The refinancing of this debt, through structured
financing schemes, is currently being considered by our senior management. The
majority of our debt bears interest at variable rates; the average annual
interest rate for 2000 was 6.2%. As of December 31, 2000, approximately 50% of
our debt was denominated in euros and 40% was denominated in U.S. dollars. Our
policy is to hold cash and cash equivalents in various currencies corresponding
to the exposure of our various subsidiaries around the world. As we have only
modest exposure to interest risk due to variable rate debt, we generally do not
use financial instruments to hedge this risk. We believe that our currency
exchange rate risk is minimal as most of our commercial transactions are
conducted in local currencies. See "Quantitative and Qualitative Disclosures
About Market Risk."
We use only bilateral lines of credit, rather than syndicated loans. As
described under "Information on the Company -- Business Overview --
Seasonality," we often generate greater revenue in the second and fourth
quarters of the year than we do in the first and third quarters. As a result,
our financing needs are sometimes greater in the first and third quarters.
COMMITMENTS FOR CAPITAL EXPENDITURES
Our capital expenditures in 2000 amounted to E676 million, up from E165
million in 1999. Most of the increase was due to acquisitions (E541 million, net
of disposals, compared to E51 million the previous year). Current capital
expenditures (i.e., excluding those associated with acquisitions) rose from E56
million in 1999 to E102 million in 2000 as a result of our organic and external
growth. Expenditures associated with share repurchase programs amounted to E34
million in 2000, down from E57 million in 1999.
RESEARCH AND DEVELOPMENT
As described under "Information on the Company -- Business Overview --
Operating Divisions -- Communications -- Communications Services -- Research
Programs," we have a variety of programs designed primarily to use
psychological, anthropological and other methods to assess and enhance the
efficiency of our advertising and communications services. In addition, we have
developed a number of systems that use advanced technology to address clients'
needs, including Siren Technologies, an in-store updateable digital signage
system, and BrandGuard, an integrated on-line marketing and communications
system designed to enhance clients' control of their brand assets.
SUMMARY OF SIGNIFICANT DIFFERENCES BETWEEN FRENCH GAAP AND U.S. GAAP
Under U.S. GAAP, our net income amounted to E34 million in 2000 and E73
million in 1999, compared to E128 million and E74 million, respectively, under
French GAAP. Under U.S. GAAP, shareholders' equity
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amounted to E2,622 million at December 31, 2000 and E580 million at December 31,
1999, compared to E299 million and E345 million, respectively, under French
GAAP.
The differences between French GAAP and U.S. GAAP in terms of their effect
on our net income consist mainly of (i) the change in the fair value of
contingent value rights issued in connection with the business combination with
Saatchi & Saatchi, which is recognized in earnings under U.S. GAAP and resulted
in a charge of E46 million in 2000, whereas those rights are considered to be
off-balance sheet commitments under French GAAP (ii) the amortization of
tangible assets, intangible assets and goodwill related to the business
combination with Saatchi & Saatchi, which was treated as a purchase business
combination under U.S. GAAP but was accounted for using the derogatory method
under French GAAP (which is similar to the pooling of interests method under
U.S. GAAP), (iii) the impact of provisions recorded in the French financial
statements in prior years which were not in accordance with U.S. GAAP
requirements for recording provisions for contingencies, and (iv) compensation
arrangements related to acquisitions, which were recorded using the purchase
accounting method in the French financial statements and are recorded as
compensation expense when incurred under U.S. GAAP.
In addition, classification differences between French GAAP and U.S. GAAP
also give rise to differences in operating income, relating in particular to the
amortization of goodwill.
The differences between French GAAP and U.S. GAAP in terms of their effect
on shareholders' equity at December 31, 2000 and 1999 relate primarily to (i)
the accounting for the business combination with Saatchi & Saatchi, which was
treated as a purchase business combination under U.S. GAAP but was accounted for
using the derogatory method under French GAAP, (ii) the valuation of marketable
securities, which are carried at fair value under U.S. GAAP and historical cost
under French GAAP, and (iii) the impact of goodwill related to an acquisition in
1993 written-off to shareholders' equity under previous French accounting
guidance.
In connection with the business combination with Saatchi & Saatchi, we
acquired approximately E503 million in net operating loss carryforwards related
to former Saatchi & Saatchi operations. These net operating loss carryforwards
expire between 2001 and 2011. In the French financial statements, deferred taxes
were not recognized related to these carryforwards due to the uncertainty of
their recoverability. For U.S. GAAP purposes, deferred tax assets have been
recorded and a 100% valuation allowance has been provided because, at December
31, 2000, the recoverability of the deferred tax assets was not considered to
satisfy the applicable "more likely than not" standard.
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ITEM 6: DIRECTORS, SENIOR MANAGEMENT AND EMPLOYEES
DIRECTORS AND SENIOR MANAGEMENT
We have a two-tier management structure pursuant to which a management
board (directoire) manages our day-to-day affairs under the general supervision
of a supervisory board (conseil de surveillance), the members of which are
elected by shareholders. The members of our management board are also our senior
managers. We refer to members of the supervisory board and management board
collectively as "directors."
SUPERVISORY BOARD
The supervisory board has the responsibility of exercising whatever ongoing
supervisory authority over the management and operations of our company it deems
appropriate. Throughout the year it carries out such inspections as it considers
appropriate and is given access to any documents it considers necessary. The
supervisory board also reviews the annual accounts prepared by the management
board and presents a report on these accounts to the shareholders at the annual
shareholders' meeting. It authorizes the management board to take actions
related to strategic decisions, including those related to transactions that
could substantially affect the scope of our activities and significant
agreements. In addition, under French law, the supervisory board holds certain
specific powers, including the power to appoint the members of the management
board. Our statuts provide that each member is elected by the shareholders at an
ordinary general shareholders' meeting. Members of the supervisory board can be
removed from office by a majority shareholder vote at any time. They meet as
often as the interests of our company require. Pursuant to our statuts, each
member of the supervisory board must own at least 200 of our shares.
The following table sets forth, for each member of our supervisory board,
the member's current function in our company and principal business activities
outside of our company, the date the member's current term of office is
scheduled to expire and the date the member joined the supervisory board.
EXPIRATION
DATE OF DATE
PRINCIPAL PRINCIPAL BUSINESS CURRENT INITIALLY
NAME FUNCTION IN PUBLICIS ACTIVITIES OUTSIDE PUBLICIS TERM APPOINTED
---- ------------------------- --------------------------- ---------- --------------
Elisabeth Badinter Chair, Supervisory Board Lecturer, Ecole June, 2006 November, 1987
Polytechnique, and author
Robert Badinter Director Professor Emeritus, June, 2002 June, 1996
University of Paris I
(Pantheon-Sorbonne)
Simon Badinter Director; Director of None June, 2005 June, 1999
International
Development -- Medias &
Regies Europe
Monique Bercault Director; Technical None June, 2004 June, 1998
Consultant to the
Chairman of Medias &
Regies Europe
Michel Cicurel Director Chairman of the Management June, 2004 June, 1999
Board of Compagnie
Financiere Edmond de
Rothschild and
Compagnie-Financiere
Saint-Honore; various
directorships
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EXPIRATION
DATE OF DATE
PRINCIPAL PRINCIPAL BUSINESS CURRENT INITIALLY
NAME FUNCTION IN PUBLICIS ACTIVITIES OUTSIDE PUBLICIS TERM APPOINTED
---- ------------------------- --------------------------- ---------- --------------
Michel David-Weill Director Chairman and Chief June, 2002 June, 1990
Executive Officer of Maison
Lazard Developpement,
Managing Partner of Lazard
Freres et Compagnie;
numerous positions within
the Lazard group; Vice
President and Director of
the Danone Group
Sophie Dulac Director, Vice President Manager -- Sophie Dulac June, 2004 June, 1997
Conseil and Moira
Helene Ploix Director Chair of Pechel Industries June, 2004 June, 1998
and Director of Lafarge
Felix George Rohatyn Director Director of Comcast June, 2007 June, 2001
Corporation and Fiat SpA
Robert Seelert Director, Chairman of Director of Vanteq, Inc. June, 2006 August, 2000
Saatchi & Saatchi plc
Amaury-Daniel de Seze Director Member of the Management June, 2004 June, 1998
Board of BNP Paribas
Henri-Calixte Suaudeau Director of Publicis None June, 2006 November, 1987
Conseil; Director of
Publicis Real Estate
Department
Gerard Worms Director Chairman of the Board of June, 2004 June, 1998
General Partners of
Rothschild et Cie Banque.
Director of SG Belgique,
Telecom Italia, Metropole
Te1evision and Degremont
ELISABETH BADINTER, born on March 5, 1944, is the daughter of Marcel
Bleustein-Blanchet. Ms. Badinter is a philosopher and lecturer at the Ecole
Polytechnique and is the author of numerous books. She has been a member of our
supervisory board since 1987 and its chair since 1996.
ROBERT BADINTER, born on March 30, 1928, is the husband of Elisabeth
Badinter. Mr. Badinter has served as the president of France's Constitutional
Court. He has also been a practising attorney. He is currently a professor
emeritus of law at the Paris I University (Pantheon Sorbonne).
SIMON BADINTER, born on June 23, 1968, is the son of Elisabeth Badinter and
Robert Badinter. Mr. Badinter joined Medias & Regies Europe in 1991. He was
appointed director of Medias & Regies Europe's international business
development in 1996.
MONIQUE BERCAULT, born on January 13, 1931, has held a variety of positions
with our company since joining us in 1953. In 1972, she was named head of human
resources at the predecessor company of Medias & Regies Europe. She currently
serves as a consultant to the chairman of Medias & Regies Europe regarding human
resources matters.
MICHEL CICUREL, born on September 5, 1947, is currently chairman of
Compagnie Financiere Edmond de Rothschild and Compagnie Financiere Saint-Honore.
He holds numerous directorships as well. He was previously a senior official in
the French Treasury Department, after which he served as deputy general manager
of Compagnie Bancaire, general manager of Cortal Bank, president of Dumenil-
Leble Bank and administrator, general manager and vice president of Cerus.
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MICHEL DAVID-WEILL, born on November 23, 1932, has held a variety of senior
positions in the Lazard group, which he joined in 1961. He is currently chairman
and chief executive officer of Maison Lazard Developpement, associated partner
of Lazard Freres et Cie (Paris) and chairman of Lazard Freres and Co. LLC (New
York) and Lazard Strategic Coordination Cy LLC. He is also currently a vice
president and director of the Danone Group and serves on the boards of Instituto
Finanziario Industriale SpA in Italy, Pearson plc in the United Kingdom and the
NYSE.
SOPHIE DULAC, born on December 26, 1957, is the niece of Elisabeth Badinter
and the granddaughter of Marcel Bleustein-Blanchet. Ms. Dulac is the founder and
manager of a recruitment counselling company. She has been a member of our
supervisory board since 1997 and a vice president of our company since 1999.
HELENE PLOIX, born on September 25, 1944, has served as president of the
Banque Industrielle et Mobiliere Privee, adviser to the French Prime Minister,
director of the International Monetary Fund and the World Bank, deputy general
manager of the Caisse des Depots et Consignations and president of the Caisse
Autonome de Refinancement and CDC Participations. She has been president of
Pechel Industries since 1997.
ROBERT SEELERT, born on September 1, 1942, worked from 1966 to 1989 for
General Foods Corporation, serving as president and chief executive officer of
its Worldwide Coffee and International Foods subsidiary from 1986 until 1989. He
served as president and chief executive officer of Topco Associates, Inc. from
1989 to 1991 and held the same positions for Kayser Roth Corporation from 1991
to 1994. He became chief executive officer of Cordiant in 1995 and took the same
position with Saatchi & Saatchi in 1997. He was appointed chairman of Saatchi &
Saatchi in 1999.
FELIX GEORGE ROHATYN, born on May 29, 1928, served as the U.S. Ambassador
to France from 1997 until 2000. He had previously been a managing director of
Lazard Freres and Company. He joined Lazard Freres in 1948 and became a partner
there in 1961. From 1968 to 1972, he also served as a member of the Board of
Governors of the NYSE. From 1975 to 1993, he was chairman of the Municipal
Assistance Corporation of the City of New York. He is currently a director of
Comcast Corporation and Fiat SpA.
AMAURY-DANIEL DE SEZE, born on May 7, 1946, has held senior operating and
management positions in a number of major companies. He was appointed general
manager of Volvo France in 1981 and served as chairman from 1986 to 1993. From
1990 to 1993, he was also president of Volvo's European operations, senior vice
president of AB Volvo and a member of the executive committee of the Volvo group
(AB Volvo). Since 1993, he has been a member of the management boards of
Compagnie Financiere de Paribas and Banque Paribas. Since 1994, he has also been
a member of the French Postal Service's supervisory board and has served on the
boards of numerous other companies (including Schneider, Sema Group, Bruxelles
Lambert Group, Poliet, Clemessy, Compagnie de Fives Lille and Eiffage).
HENRI-CALIXTE SUAUDEAU, born on February 4, 1936, joined our company in
1989 and served as president of our drugstore subsidiary until 1999. Prior to
1989, he was an estate administrator and real estate valuation consultant for
the French court system. He has led our real estate department since 1997.
GERARD WORMS, born on August 1, 1936, began his career as a technical
adviser in the French civil service. Beginning in 1972, he held general
management positions at the Hachette Group, the Rhone Poulenc Group and then at
the Societe Generale de Belgique. From 1990 to 1995, he served as chairman and
chief executive officer of the Compagnie de Suez and chairman of the Indosuez
Bank. From 1995 to 1999, he was chairman of the Conseil des Commanditaires of
Rothschild et Cie Banque (Paris). Since 1999, he has been an associate partner
at Rothschild et Cie and Rothschild et Cie Banque. He is also a member of the
board of directors of numerous companies including Societe Generale de Belgique,
Telecom Italia, Metropole Television and Degremont.
MANAGEMENT BOARD
Under French law, the management board has broad powers to act on behalf of
our company to further our corporate purposes, subject to those powers expressly
granted by law to the supervisory board and to our shareholders. The management
board must obtain the authorization of the supervisory board to enter into
certain transactions. However, these restrictions cannot be used to rescind a
transaction with a third party who has entered into the transaction in good
faith.
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Pursuant to our statuts, the management board must have at least two but no
more than five members. Our supervisory board may fill any vacancies on the
management board within two months. The supervisory board also appoints one of
the members of the management board as chairman. Under French law, the chairman
of the management board is appointed and may be removed as chairman (but not as
a member of the management board) at any time by the supervisory board with or
without cause. A member of our management board may be removed by the
shareholders only with cause and only upon the recommendation of our supervisory
board. The management board meets as often as the interests of our company
requires. Under French law, members of the management board must be natural
persons, but need not be shareholders of our company. There is no limitation,
other than applicable age limits, on the number of terms that a member of the
management board may serve.
The following table sets forth, for each member of our management board,
the member's current function in our company and principal business activities
outside of our company, the date the member's current term of office is
scheduled to expire and the date the member joined the management board.
EXPIRATION
DATE OF DATE
PRINCIPAL PRINCIPAL BUSINESS CURRENT INITIALLY
NAME FUNCTION IN PUBLICIS ACTIVITIES OUTSIDE PUBLICIS TERM APPOINTED
---- -------------------------- --------------------------- --------------- --------------
Maurice Levy Chairman of management None December, 2003 November, 1987
board
Bruno Desbarats-Bollet Director, Chief Executive None December, 2003 November, 1987
Officer of Medias & Regies
Europe
Kevin Roberts Director, Chief Executive None December, 2003 September,
Officer of Saatchi & 2000
Saatchi
Bertrand Siguier Director, Executive Vice None December, 2003 June, 1999
President of Publicis
Worldwide
MAURICE LEVY, born on February 18, 1942, joined our company in 1971 and was
given responsibility for our data processing and information technology systems.
He was successively appointed corporate secretary (1973), managing director
(1976) and chairman and chief executive officer (1981) of Publicis Conseil. He
became vice chairman of our company in 1986 and chairman of our management board
in 1988.
BRUNO DESBARATS-BOLLET, born on June 6, 1943, began working for Publicis
Conseil in 1970. He was appointed director of client service at Regie Presse,
since renamed Medias & Regies Europe, in 1977. He became administrator, general
manager and president of Regie Presse in 1984. His title became president of the
management board of Medias & Regies Europe in 1999. He has served as a member of
our management board since 1987.
KEVIN ROBERTS, born on October 20, 1949, joined Saatchi & Saatchi Worldwide
as chief executive officer and Cordiant as director in 1997. In 1999, he became
chief executive officer of Saatchi & Saatchi. Mr. Roberts had previously been a
group marketing manager for Procter & Gamble, which he left in 1982 to become
regional president of Pepsi-Cola Middle East. In 1987, he was appointed regional
president of Pepsi-Cola Canada. He became chief operating officer and director
of Lion Nathan Limited in 1989.
BERTRAND SIGUIER, born on June 10, 1941, was a financial analyst at the
Neuflize Schlumberger Mallet Bank from 1967 to 1969. He joined our account
management department in 1969. Throughout his tenure with us, Mr. Siguier has
been involved with managing some of our most important client accounts. He
served as deputy manager and international coordinator of Publicis Intermarco
Farner from 1974 until 1979, when he became deputy managing director of our
agency in London. He joined the board of directors of Publicis Conseil in 1982,
serving there until his appointment as vice president of Publicis Communication
in 1988. He has been a member of our management board since 1999, and currently
serves as executive vice president of Publicis Worldwide with responsibility for
the supervision of worldwide account directors.
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ADDITIONAL INFORMATION
Except as noted above: (i) there are no familial relationships between any
of our directors, (ii) none of our directors were selected pursuant to
arrangements or understandings with major shareholders, customers, suppliers or
others and (iii) we have no agreements with any of our directors providing for
benefits to be paid upon termination of employment, nor do any of our
subsidiaries have any such agreements, except that we have a five year
employment agreement with Kevin Roberts, and a three year employment agreement
with Robert Seelert, pursuant to which we would continue to provide salary and
other benefits to the applicable director within the contract period if we
terminate his employment for reasons other than those agreed upon in his
contract.
COMPENSATION
Our directors as a group (which, as noted above, includes our senior
managers) received aggregate compensation with respect to the 2000 fiscal year
of approximately E3.2 million for services to our company and its subsidiaries.
This amount includes bonuses and directors' fees. It also includes payments made
to Robert Seelert and Kevin Roberts with respect to the period between September
8, 2000, the date our acquisition of Saatchi & Saatchi was completed, and
December 31, 2000. Bonuses are paid to members of our management board based
upon an analysis of our performance for the year conducted by our compensation
committee. We granted our directors as a group a total of 100,000 options in
2000. These options have an exercise price of E43.55 per share and will expire
in 2005. We did not set aside or accrue any funds to provide pension, retirement
or similar benefits for our directors as a group during the 2000 fiscal year.
BOARD PRACTICES
Our supervisory board has established an appointments and remuneration
committee and an audit committee. The appointments and remuneration committee is
currently comprised of Elisabeth Badinter, Henri-Calixte Suaudeau and Gerard
Pedraglio. Elisabeth Badinter chairs the committee. The committee reviews, and
makes recommendations to the supervisory board concerning, the appointment of
managers of our company and our principal subsidiaries and the remuneration of
those managers.
The audit committee is comprised of Gerard Worms, Simon Badinter and
Jean-Paul Morin. Gerard Worms chairs the committee. The committee oversees the
organization and execution of our audits with a view to ensuring the consistency
and accuracy of the financial statements and reviews our financial procedures
and the implementation of recommendations of our external auditors. The audit
committee is also responsible for approving the budget for external audits.
EMPLOYEES
As of December 31, 2000, we employed approximately 20,340 people worldwide:
AT DECEMBER 31, 2000
APPROXIMATE NUMBER
OF EMPLOYEES
--------------------
Communications.............................................. 19,133
Other Activities............................................ 1,207
Our employees are distributed geographically as follows:
France...................................................... 3,411
Rest of Europe.............................................. 5,493
United States............................................... 6,954
Rest of World............................................... 4,482
Our employees' membership in trade unions varies from country to country,
and we are party to numerous collective bargaining agreements. As is generally
required by law, we renegotiate our labor
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agreements in Europe annually in each country in which we operate. There is no
material level of trade union membership in our U.S. operations.
No material work stoppages due to labor disagreements have occurred during
the past three years. We believe that our relationship with our employees is
good.
SHARE OWNERSHIP
Except as described under "Major Shareholders and Related Party
Transactions -- Major Shareholders," none of our directors owns 1% or more of
our shares. Our directors as a group directly own approximately 6.2% of our
shares. See "Major Shareholders and Related Party Transactions -- Major
Shareholders" for further information concerning ownership of our shares by
certain of our directors. Our directors as a group also own options to purchase
343,170 of our shares. These options have an exercise prices ranging from E4.9
to E43.5 per share, and expiration dates ranging from 2005 to 2008.
We have a number of stock option plans for the benefit of our directors,
managers and other employees. As of December 31, 2000, options remaining to be
exercised pursuant to these plans were as follows:
NUMBER
OF OPTIONS
REMAINING TO EXERCISE EXPIRATION
GRANT DATE BE EXERCISED PRICE(E) DATE
---------- ------------ -------- ----------
February 1992........................................... 17,700 7.2 2002
December 1992........................................... 25,450 6.9 2002
March 1994.............................................. 28,760 6.4 2004
March 1995.............................................. 93,970 6.6 2005
April 1996.............................................. 87,260 4.9 2006
March 1997.............................................. 75,960 5.6 2007
March 1998.............................................. 66,000 8.7 2008
November 1998........................................... 331,500 10.2 2008
September 2000.......................................... 100,000 43.5 2005
-------
TOTAL................................................... 826,600
=======
In addition, before we acquired it, Saatchi & Saatchi put in place several
stock option plans. When the acquisition was completed, options under these
plans were converted into options to purchase our shares. As of December 31,
2000, 1,595,773 of these options were outstanding, including 700,493 options
granted pursuant to an "Equity Participation Plan." No exercise price will be
payable upon exercise of the Equity Participation Plan options. As of December
31, 2000, the weighted average exercise price of the other options was E10.87
per share. The options will become exercisable as follows:
EQUITY
PARTICIPATION OTHER
TIME EXERCISABLE PLAN PLANS TOTAL
---------------- ------------- ------- ---------
Immediately........................................... 601,932 649,335 1,251,267
In 2001............................................... 98,561 147,385 245,946
In 2002............................................... 0 78,483 78,483
In 2003............................................... 0 20,077 20,077
------- ------- ---------
TOTAL................................................. 700,493 895,280 1,595,773
======= ======= =========
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ITEM 7: MAJOR SHAREHOLDERS AND RELATED PARTY TRANSACTIONS
MAJOR SHAREHOLDERS
As of June 30, 2001, to the best of our knowledge, no person holds 5% or
more of our shares, except as described below. All our shareholders have the
same proportional voting rights with respect to the shares they hold, except
that shares owned by the same shareholder in registered form for at least two
years carry double voting rights.
Below we show the number of our shares held by certain shareholders, and
the percentage ownership in our company of those shareholders, as of December
31, 2000.
PERCENTAGE
OF TOTAL
SHAREHOLDER SHARES HELD SHARES
----------- ----------- ----------
Societe Anonyme Somarel..................................... 30,960,000 22.4%
The Putnam Company.......................................... 9,336,255 6.8%
Elisabeth Badinter.......................................... 7,766,800 5.6%*
Treasury Stock.............................................. 6,982,929 5.1%
---------------
* Does not include Ms. Badinter's indirect interest in our company held through
Somarel. Including that indirect interest, her interest in our company is
approximately 15.2%.
Below we show the percentage ownership in our company of the persons listed
above as of December 31, 1997, 1998 and 1999.
PERCENTAGE OF TOTAL
SHARES
--------------------
SHAREHOLDER 1997 1998 1999
----------- ---- ---- ----
Societe Anonyme Somarel..................................... 38.0% 34.5% 32.8%
The Putnam Company.......................................... -- -- 5.4%
Elisabeth Badinter*......................................... 7.5% 8.7% 8.2%
Treasury Stock.............................................. -- 1.2% 4.4%
---------------
* Does not include Ms. Badinter's indirect interest in our company held through
Somarel. Including that indirect interest, her percentage ownership of our
company as of December 31, 1997, 1998 and 1999 was approximately 23.0%, 22.8%
and 22.3%, respectively.
SOMAREL
Somarel is owned primarily by descendants of our founder, Marcel
Bleustein-Blanchet, and our current and former directors and employees. As of
December 31, 2000, approximate ownership of Somarel's ordinary shares was as
follows:
- Elisabeth Badinter -- 43%;
- Publicis employees -- 18%;
- Institutional investors -- 18%;
- Sophie Dulac -- 16%;
- Michele Bleustein-Blanchet, daughter of Marcel Bleustein-Blanchet -- 2%;
and
- Nicolas Rachline, grandson of Marcel Bleustein-Blanchet -- 1%.
All Somarel shareholders are party to a shareholders' agreement pursuant to
which they will agree to approve a merger of Somarel into our company by June
30, 2003 at the latest. In the merger, the Somarel shareholders will exchange
their shares for an economically-equivalent number of shares of our company.
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VOTING POWER OF FOUNDING FAMILY, DIRECTORS AND STAFF
Giving effect to the double voting rights provision of our statuts, we
estimate that at least 45% of the voting power of our company is held by
descendants of Marcel Bleustein-Blanchet and our directors and employees.
OWNERSHIP BY U.S. HOLDERS
To the best of our knowledge, approximately 15.5 million, or 17.3%, of our
bearer shares were held in the United States by approximately 125 holders as of
December 31, 2000.
RELATED PARTY TRANSACTIONS
Except as described under "Directors, Senior Management and Employees --
Directors and Senior Management -- Additional Information," our company
(inclusive of its subsidiaries) has not, since January 1, 1997, engaged in any
material transactions with related parties, nor has it agreed to engage in any
such transactions.
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ITEM 8: FINANCIAL INFORMATION
CONSOLIDATED STATEMENTS AND OTHER FINANCIAL INFORMATION
CONSOLIDATED FINANCIAL STATEMENTS
See our financial statements.
LITIGATION
In the ordinary course of our business, we are named, from time to time, as
a defendant in various legal proceedings. We maintain liability insurance and
believe that our coverage is sufficient to protect us adequately from any
material financial loss as a result of any legal claims made against us.
DIVIDEND POLICY
On July 10, 2001, we paid a dividend of E0.20 per share, plus a tax credit
of E0.10 per share, with respect to the 2000 fiscal year to persons who held our
shares as of March 10, 2001. This represents an 18% increase over the dividend
paid per share with respect to the 1999 fiscal year (and corresponds to a 170%
increase in the total amount paid as dividends), which was itself a 39% increase
over the per share dividend paid with respect to the 1998 fiscal year. Our
current intention is to continue our dividend growth in order to reach a
dividend yield close to the average for stocks listed on Euronext Paris. The
payment and amount of any future dividends will depend on a number of factors,
including our financial performance and net income, general business conditions
and our business plans and investment policies. See "Additional Information --
Memorandum and Articles of Association -- Rights, Preferences and Restrictions
Applicable to Our Ordinary Shares -- Dividends."
SIGNIFICANT CHANGES
See "Operating and Financial Review and Prospects -- Outlook for 2001."
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ITEM 9: THE OFFER AND LISTING
OFFER AND LISTING DETAILS
MARKET PRICE INFORMATION
Our ordinary shares trade on Euronext Paris and, since September 12, 2000,
our ADSs have traded on the NYSE. The tables below set forth, for the periods
indicated, the reported high and low sales prices of our ordinary shares on
Euronext Paris in euros and the reported high and low sales prices of our ADSs
on the NYSE in dollars.
LAST SIX MONTHS
EURONEXT PARIS NYSE
-------------- --------------
HIGH LOW HIGH LOW
----- ----- ----- -----
June, 2001.................................................. 37.85 28.17 32.30 23.90
May, 2001................................................... 38.77 35.20 34.40 31.30
April, 2001................................................. 38.50 30.49 34.10 27.00
March, 2001................................................. 37.70 31.35 35.00 28.00
February, 2001.............................................. 36.99 33.02 34.50 30.50
January, 2001............................................... 39.27 32.11 36.88 31.38
LAST TWO YEARS BY QUARTER
EURONEXT PARIS NYSE
-------------- --------------
HIGH LOW HIGH LOW
----- ----- ----- -----
2001
First Quarter............................................... 39.27 32.11 36.88 28.00
2000
Fourth Quarter.............................................. 41.89 29.10 37.44 25.75
Third Quarter............................................... 45.89 33.50 -- --
Second Quarter.............................................. 57.00 37.05 -- --
First Quarter............................................... 69.70 33.00 -- --
1999
Fourth Quarter.............................................. 38.50 21.33 -- --
Third Quarter............................................... 22.20 17.80 -- --
Second Quarter.............................................. 20.50 14.50 -- --
First Quarter............................................... 16.91 11.70 -- --
LAST FIVE YEARS
EURONEXT PARIS NYSE
-------------- --------------
HIGH LOW HIGH LOW
----- ----- ----- -----
2000........................................................ 69.70 29.10 36.25 25.75
1999........................................................ 38.50 11.70 -- --
1998........................................................ 16.48 7.29 -- --
1997........................................................ 9.71 6.88 -- --
1996........................................................ 7.50 4.20 -- --
We urge you to obtain current market quotations.
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SHARE CAPITAL INFORMATION
As of December 31, 2000, 138,219,819 of our ordinary shares were
outstanding, each with a nominal value of E0.40. Our statuts provide that our
shares may be held in registered or bearer form, at the option of the
shareholder.
ARRANGEMENTS FOR TRANSFER AND RESTRICTIONS ON TRANSFERABILITY
Our statuts provide that registered shares may be transferred only by means
of a share transfer order signed by the transferor and recorded in our books. If
the shares to be transferred are not fully paid-up, the share transfer order
must also be signed by the transferee. Regarding bearer shares, our statuts
require that transfers of bearer shares be recorded in the books of the relevant
authorized intermediary.
Pursuant to French regulations, registered shares must be converted into
bearer form before being transferred on Euronext Paris and, accordingly, must be
registered in an account maintained by an accredited intermediary. A shareholder
may initiate a transfer by giving instructions to the relevant accredited
intermediary. For dealings on Euronext Paris, a tax assessed on the price at
which the securities are traded, or impot sur les operations de bourse, is
payable at the rate of 0.3% on transactions of up to FF 1,000,000 and at a rate
of 0.15% for larger trades. This tax is subject to a rebate of FF 150 per
transaction and a maximum assessment of FF 4,000 per transaction. Non-residents
of France are not required to pay this tax. In addition, a fee or commission is
payable to the broker involved in the transaction, regardless of whether the
transaction occurs in France. No registration duty is normally payable in
France, unless a transfer instrument has been executed in France.
MARKETS
Our ordinary shares trade on the Premier Marche of Euronext Paris and our
ADSs trade on the NYSE.
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ITEM 10: ADDITIONAL INFORMATION
MEMORANDUM AND ARTICLES OF ASSOCIATION
OBJECTS AND PURPOSES
Under Article 2 of our statuts, our corporate purposes are to:
- produce and develop publicity;
- organize shows and radio or television broadcasts, set up radio,
television and other programs, use movie theaters, recording or
broadcasting studios and projection and viewing rooms, publish documents
and publish music, sketches, scripts and theater productions; and
- carry out commercial, financial, industrial and real and movable property
transactions directly or indirectly related to the above in order to
foster our growth.
We may also acquire interests in other businesses, regardless of such
businesses' purposes.
DIRECTORS
Our statuts provide that a member of our supervisory board must own at
least 200 of our shares for as long as he or she serves as a director. Members
of our management board are not required to own any of our shares.
Each director is eligible for reappointment upon the expiration of his or
her term of office. Members of the supervisory board serve four year terms. No
member of the supervisory board may serve after the annual ordinary
shareholders' meeting following his or her 74th birthday. Members of the
management board serve six year terms. No member of the management board may
serve after the ordinary shareholders' meeting following his or her 65th
birthday.
Under the French commercial code, any transaction directly or indirectly
between a company and one of its directors that cannot be reasonably considered
in the ordinary course of business of the company is subject to the prior
consent of the supervisory board. Any such transaction concluded without the
prior consent of the supervisory board can be nullified if it causes prejudice
to the company. An interested director, or a person acting on the director's
behalf, can be held liable on this basis. The statutory auditor must be informed
of the transaction within one month following its conclusion and must prepare a
report to be submitted to the shareholders for approval at their next meeting.
At the meeting, the interested director may not vote on the resolution approving
the transaction, nor may his or her shares be taken into account in determining
the outcome of the vote or whether a quorum is present. In the event the
transaction is not ratified by the shareholders at a shareholders' meeting, it
will remain enforceable by third parties against the company, but the company
may in turn hold the interested director and, in some circumstances, the other
directors, liable for any damages it may suffer as a result. In addition, the
transaction may be canceled if it is fraudulent. In the case of transactions
with directors that can be considered within the company's ordinary course of
business, the interested director must provide a copy of the governing agreement
to the chair of the supervisory board, and the members of the supervisory board
and the statutory auditor must be informed of the principal terms of each such
transaction. Similar limitations apply to transactions between a company and a
holder of shares carrying 5% or more of its voting power (or, if such
shareholder is a legal entity, the entity's parent, if any). Certain
transactions between a corporation and one of its directors are prohibited under
the French commercial code. Members of our supervisory board are not authorized,
in the absence of a quorum, to vote compensation to themselves or other
supervisory board members.
RIGHTS, PREFERENCES AND RESTRICTIONS APPLICABLE TO OUR ORDINARY SHARES
DIVIDENDS
Dividends on our ordinary shares are distributed to shareholders pro rata.
Outstanding dividends are payable to shareholders on the date of the
shareholders' meeting at which the distribution of dividends is
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approved, subject to any conditions imposed by the shareholders at the meeting.
The dividend payment date is decided by the shareholders at an ordinary general
meeting (or by the management board in the absence of such a decision by the
shareholders). Under the French commercial code, we must pay any dividends
within nine months of the end of our fiscal year unless otherwise authorized by
court order. Subject to certain conditions, our management board can decide the
distribution of interim dividends during the course of the fiscal year, but in
any case before the approval of the annual accounts by the annual ordinary
general meeting of shareholders. Dividends on shares that are not claimed within
five years of the date of declared payment revert to the French government.
VOTING RIGHTS
Each of our shares carries the right to cast one vote in shareholder
elections, except that a share held by the same shareholder in registered form
for at least two years carries the right to cast two votes.
LIQUIDATION RIGHTS
If our company is liquidated, any assets remaining after payment of our
debts, liquidation expenses and all of our remaining obligations will be
distributed first to repay in full the nominal value of our shares. Any surplus
will be distributed pro rata among shareholders in proportion to the nominal
value of their shareholdings.
PREFERENTIAL SUBSCRIPTION RIGHTS
Under the French commercial code, if we issue additional shares, or any
equity securities or other specific kinds of additional securities carrying a
right, directly or indirectly, to purchase equity securities issued by our
company for cash, current shareholders will have preferential subscription
rights to these securities on a pro rata basis. These preferential rights will
require us to give priority treatment to those shareholders over other persons
wishing to subscribe for the securities. The rights entitle the individual or
entity that holds them to subscribe to an issue of any securities that may
increase our share capital by means of a cash payment or a set-off of cash
debts. Preferential subscription rights are transferable during the subscription
period relating to a particular offering. These rights may also be listed on
Euronext Paris. A two-thirds majority of our shares entitled to vote at an
extraordinary general meeting may vote to waive preferential subscription rights
with respect to any particular offering. French law requires a company's board
of directors and independent auditors to present reports that specifically
address any proposal to waive preferential subscription rights. In the event of
a waiver, the issue of securities must be completed within the period prescribed
by law. The shareholders may also decide at an extraordinary general meeting to
give the existing shareholders a non-transferable priority right to subscribe
for the new securities during a limited period of time. Shareholders may also
waive their own preferential subscription rights with respect to any particular
offering.
AMENDMENTS TO RIGHTS OF HOLDERS
Shareholder rights can be amended only by action of an extraordinary
general meeting of the class of shareholders affected. Two-thirds of the shares
of the affected class voting either in person or by mail or proxy must approve
any proposal to amend shareholder rights. The voting and quorum requirements for
this type of special meeting are the same as those applicable to an
extraordinary general meeting, except that the quorum requirements for a special
meeting are 50% of the voting shares, or 25% upon resumption of an adjourned
meeting.
Except as described under "-- Anti-Takeover Provisions," our statuts do not
contain any provisions that discriminate against existing or prospective holders
of substantial numbers of our shares. See also "-- Anti-Takeover Effects of
Applicable Law and Regulations."
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ORDINARY AND EXTRAORDINARY MEETINGS
General
In accordance with the French commercial code, there are two types of
shareholders' general meetings: ordinary and extraordinary.
Ordinary general meetings of shareholders are required for matters that are
not specifically reserved by law to extraordinary general meetings, such as:
- electing, replacing and removing members of the supervisory board;
- appointing independent auditors;
- declaring dividends or authorizing dividends to be paid in shares;
- approving the company's annual financial statements; and
- issuing debt securities.
Extraordinary general meetings of shareholders are required for approval of
matters such as amendments to our statuts, including any amendment required in
connection with extraordinary corporate actions. Extraordinary corporate actions
include:
- changing our company's name or corporate purpose;
- increasing or decreasing our share capital;
- creating a new class of equity securities;
- authorizing the issuance of investment certificates or convertible or
exchangeable securities;
- establishing any other rights to equity securities;
- selling or transferring substantially all of our assets; and
- voluntarily liquidating our company.
Shareholders' meetings
The French commercial code requires our management board to convene an
annual ordinary general meeting of shareholders for approval of the annual
accounts. This meeting must be held within six months of the end of each fiscal
year. This period may be extended by an order of the President of the Tribunal
de Commerce. The management board and the supervisory board may also convene an
ordinary or extraordinary meeting of shareholders upon proper notice at any time
during the year. If the management board and our supervisory board fail to
convene an annual shareholders' meeting, our independent auditors or a court-
appointed agent may call the meeting. Any of the following may request the court
to appoint an agent:
- one or several shareholders holding at least 5% of our share capital;
- in cases of urgency, by designated employee representatives or any
interested party;
- duly qualified associations of shareholders who have held their shares in
registered form for at least two years and who together hold at least 1%
of the voting rights of our company; or
- in a bankruptcy, our liquidator or court-appointed agent may also call a
shareholders' meeting in some instances.
Shareholders holding more than 50% of our share capital or voting rights
may also convene a shareholders' meeting after a public offer to acquire control
of our company or a sale of a controlling stake in our capital.
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Notice of shareholders' meetings
We must announce general shareholders' meetings at least 30 days in advance
by means of a preliminary notice published in the Bulletin des Annonces Legales
Obligatoires (BALO). The preliminary notice must first be sent to the Commission
des Operations de Bourse (the COB). The COB also recommends that the preliminary
notice be published in a newspaper of national circulation in France. The
preliminary notice must disclose, among other things, the time, date, and place
of the meeting, whether the meeting will be ordinary or extraordinary, the
agenda, a draft of the resolutions to be submitted to the shareholders, a
description of the procedures which holders of bearer shares must follow to
attend the meeting, the procedure for voting by mail, and a statement informing
the shareholders that they may propose additional resolutions to the management
board within ten days of the publication of the notice.
We must send a final notice containing the agenda and other information
about the meeting at least 15 days prior to the meeting or at least six days
prior to the resumption of any meeting adjourned for lack of a quorum. The final
notice must be sent by mail to all registered shareholders who have held shares
for more than one month prior to the date of the preliminary notice. The final
notice must also be published in BALO and in a newspaper authorized to publish
legal announcements in the local administrative department in which our company
is registered, with prior notice having been given to the COB.
In general, shareholders can take action at shareholders' meetings only on
matters listed in the agenda for the meeting. One exception to this rule is that
shareholders may take action with respect to the dismissal of members of the
supervisory board and various other matters regardless of whether these actions
are on the agenda. Additional resolutions to be submitted for approval by the
shareholders at the meeting may be proposed to the management board (within ten
days of the publication of the preliminary notice in the BALO) by:
- designated employee representatives;
- one or several shareholders holding a specified percentage of shares; or
- a duly qualified association of shareholders who have held their shares
in registered form for at least two years and who together hold at least
1% of our voting rights.
The management board must submit properly proposed resolutions to a vote of
the shareholders.
During the two weeks preceding a meeting of shareholders, any shareholder
may submit written questions to the management board relating to the agenda for
the meeting. The management board must respond to these questions during the
meeting.
Attendance and voting at shareholders' meetings
Each share confers on the shareholder the right to cast one vote, except
that shares owned by the same shareholder in registered form for at least two
years carry double voting rights. Shareholders may attend ordinary and
extraordinary shareholders' meetings and exercise their voting rights subject to
the conditions specified in the French commercial code and our statuts. There is
no requirement that shareholders have a minimum number of shares in order to
attend or to be represented at an ordinary or extraordinary general meeting.
To participate in any general meeting, a holder of shares held in
registered form must have shares registered in his or her name in a shareholder
account maintained by us or on our behalf by an agent appointed by us at least
five days prior to the date set for the meeting. A holder of bearer shares must
obtain a certificate from the accredited intermediary with whom the holder has
deposited his or her shares. This certificate must indicate the number of bearer
shares the holder owns and must state that these shares are not transferable
until the time fixed for the meeting. The holder must deposit this certificate
at the place specified in the notice of the meeting at least five days before
the meeting.
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Proxies and votes by mail
In general, all shareholders who have properly registered their shares or
duly presented a certificate from their accredited financial intermediary may
participate in general shareholders' meetings. Shareholders may participate in
general meetings either in person or by proxy. Shareholders may vote in person,
by proxy or by mail.
Proxies will be sent to any shareholder on request. To be counted, such
proxies must be received at our registered office, or at any other address
indicated on the notice convening the meeting, prior to the date of the meeting.
A shareholder may grant proxies to his or her spouse or to another shareholder.
A shareholder that is a corporation may grant proxies to a legal representative.
Alternatively, a shareholder may send us a blank proxy without nominating any
representative. In this case, the chairman of the meeting will vote blank
proxies in favor of all resolutions proposed by the management board and against
all others.
With respect to votes by mail, we are required to send shareholders a
voting form. The completed form must be returned to us at least three days prior
to the date of the shareholders' meeting.
Quorum
The French commercial code requires that shareholders having at least 25%
of the shares entitled to voting rights must be present in person or be voting
by mail or by proxy to fulfill the quorum requirement for:
- an ordinary general meeting; or
- an extraordinary general meeting where an increase in our share capital
is proposed through incorporation of reserves, profits or share premium.
The quorum requirement is one third of the shares entitled to voting
rights, on the same basis, for any other extraordinary general meeting.
If a quorum is not present at a meeting, the meeting is adjourned. When an
adjourned meeting is resumed, there is no quorum requirement for an ordinary
meeting or for an extraordinary general meeting where an increase in our share
capital is proposed through incorporation of reserves, profits or share premium.
However, only questions that were on the agenda of the adjourned meeting may be
discussed and voted upon. In the case of any other reconvened extraordinary
general meeting, shareholders having at least 25% of outstanding voting rights
must be present in person or be voting by mail or proxy for a quorum. If a
quorum is not present, the reconvened meeting may be adjourned for a maximum of
two months. Any deliberation by the shareholders taking place without a quorum
is void.
Majority
Holders of a simple majority of a company's voting power may pass any
resolution on matters required to be considered at an ordinary general meeting,
or concerning a capital increase by incorporation of reserves, profits or share
premium at an extraordinary general meeting. At any other extraordinary general
meeting, a two-thirds majority of the shareholder votes cast is required.
A unanimous shareholder vote is required to increase liabilities of
shareholders.
Abstention from voting by those present or those represented by proxy or
voting mail is counted as a vote against the resolution submitted to the
shareholder vote.
In general, a shareholder is entitled to one vote per share at any general
meeting, except that shares owned by the same shareholder in registered form for
at least two years carry double voting rights. Under the French commercial code,
shares of a company held by entities controlled directly or indirectly by that
company are not entitled to voting rights and are not considered for quorum
purposes.
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LIMITATIONS ON RIGHT TO OWN SECURITIES
Our statuts contain no provisions that limit the right of shareholders to
own our securities or hold or exercise voting rights associated with those
securities. See "-- Exchange Controls" for a description of certain requirements
imposed by French law.
ANTI-TAKEOVER PROVISIONS
Our statuts provide double voting rights for shares held by the same
shareholder in registered form for at least two years. Our statuts further
provide that any person or group that fails to notify us within 15 days of
acquiring or disposing of 1% or any multiple of 1% of our shares will be
deprived of voting rights for shares in excess of the unreported fraction. In
addition, our shareholders have authorized our management board to increase our
capital in response to a third party tender offer for our shares.
ANTI-TAKEOVER EFFECTS OF APPLICABLE LAW AND REGULATIONS
The French commercial code provides that any individual or entity, acting
alone or in concert with others, that becomes the owner, directly or indirectly,
of more than 5%, 10%, 20%, one-third, 50% or two-thirds of the outstanding
shares or voting rights of a listed company in France, such as our company, or
that increases or decreases its shareholding or voting rights above or below any
of those percentages, must notify the company within 15 calendar days of the
date it crosses such thresholds of the number of shares it holds and their
voting rights. The individual or entity must also notify the Conseil des Marches
Financiers (CMF) within five trading days of the date it crosses these
thresholds.
French law and COB regulations impose additional reporting requirements on
persons who acquire more than 10% or 20% of the outstanding shares or voting
rights of a listed company. These persons must file a report with the company,
the COB and the CMF within 15 days of the date they cross the threshold. In the
report, the acquiror must specify its intentions for the following 12-month
period, including whether or not it intends to continue its purchases, to
acquire control of the company in question or to nominate candidates for the
board of directors. The CMF makes the notice public. The acquiror must also
publish a press release stating its intentions in a financial newspaper of
national circulation in France. The acquiror may amend its stated intentions,
provided that it does so on the basis of significant changes in its own
situation or that of its shareholders. Upon any change of intention, it must
file a new report.
To permit holders to give the required notice, we are required to publish
in the BALO no later than 15 calendar days after the annual ordinary general
shareholders' meeting information with respect to the total number of voting
rights outstanding as of the date of such meeting. In addition, if the number of
outstanding voting rights changes by 5% or more between two annual ordinary
general meetings, we are required to publish in the BALO, within 15 calendar
days of such change, the number of voting rights outstanding and provide the CMF
with written notice of such information. The CMF publishes the total number of
voting rights so notified by all listed companies in a weekly notice (avis),
noting the date each such number was last updated.
If any person fails to comply with the legal notification requirement, the
shares or voting rights in excess of the relevant threshold will be deprived of
voting rights for all shareholders' meetings until the end of a two-year period
following the date on which their owner complies with the notification
requirements. In addition, any shareholder who fails to comply with these
requirements may have all or part of the shareholder's voting rights suspended
for up to five years by the Commercial Court at the request of the chairman, any
shareholder or the COB, and may be subject to a fine.
Under CMF regulations, and subject to limited exemptions granted by the
CMF, any person or persons acting in concert that own in excess of one-third of
the share capital or voting rights of a French listed company must initiate a
public tender offer for the balance of the share capital of such company.
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In addition, a number of provisions of the French commercial code allow
corporations to adopt statuts that have anti-takeover effects, including
provisions that allow:
- limitations on the voting power of shareholders; and
- shareholders' agreements that provide for preemptive rights in case of a
sale of shares by a shareholder.
EXCHANGE CONTROLS
The French commercial code currently does not limit the right of
nonresidents of France or non-French persons to own and vote shares. However,
nonresidents of France must file an administrative notice with French
authorities in connection with the acquisition of a controlling interest in our
company. Under existing administrative rulings, ownership of 20% or more of our
share capital or voting rights is regarded as a controlling interest, but a
lower percentage might be held to be a controlling interest in some
circumstances depending upon factors such as:
- the acquiring party's intentions; and
- the acquiring party's ability to elect directors, and financial reliance
by us on the acquiring party.
French exchange control regulations currently do not limit the amount of
payments that we may remit to nonresidents of France. Laws and regulations
concerning foreign exchange controls do require, however, that all payments or
transfers of funds made by a French resident to a nonresident be handled by an
accredited intermediary. In France, all registered banks and most credit
establishments are accredited intermediaries.
TAXATION
On August 31, 1994, the United States and France signed a tax treaty (the
Treaty). The following is a general summary of the principal tax effects that
may apply to you as a holder of our shares for purposes of U.S. federal income
tax and French tax, if all of the following apply to you:
- you own, directly or indirectly, less than 10% of our share capital;
- you are:
-- a citizen or resident of the United States for United States federal
income tax purposes;
-- a United States domestic corporation; or
-- otherwise subject to United States federal income taxation on a net
income basis in respect of your shares of our company;
- you are entitled to the benefits of the Treaty under the "Limitations on
Benefits" article of the Treaty;
- you hold your shares of our company as capital assets; and
- your functional currency is the U.S. dollar.
YOU ARE STRONGLY URGED TO CONSULT YOUR OWN TAX ADVISOR REGARDING THE
CONSEQUENCES TO YOU OF ACQUIRING, OWNING OR DISPOSING OF OUR SHARES, RATHER THAN
RELYING ON THIS SUMMARY. The summary may not apply to you or may not completely
or accurately describe tax consequences to you. For example, special rules may
apply to U.S. expatriates, insurance companies, tax-exempt organizations,
financial institutions, persons subject to the alternative minimum tax,
securities broker-dealers, traders in securities that elect to mark-to-market
and persons holding their shares as parties to a conversion transaction, among
others. Those special rules are not discussed in this annual report. The summary
is based on the laws, conventions and treaties in force as of the date of this
annual report, all of which are subject to changes, possibly with retroactive
effect. Also, this summary does not discuss any tax rules other than U.S.
federal income tax and French tax rules. Further, the U.S. and French tax
authorities and courts are not bound by this summary and may disagree with its
conclusions.
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TAXATION OF DIVIDENDS
Withholding Tax and Avoir Fiscal
We will withhold tax from your dividend at the reduced rate of 15%,
provided that you have complied with the following procedures:
- You must complete French Treasury Form RF1 A EU-No. 5052, "Application
for Refund," and send it to the French tax authorities before the date of
payment of the dividend. If you are not an individual, you must also send
the French tax authorities an affidavit attesting that you are the
beneficial owner of all the rights attached to the full ownership of the
shares, including, among other things, the dividend rights, at the Centre
des Impots des Non Residents, 9 rue d'Uzes, 75094 Paris Cedex 2, France.
- If you cannot complete Form RF1 A EU-No. 5052 before the date of payment
of the dividend, you may complete a simplified certificate and send it to
the French tax authorities. This certificate must state that:
-- you are a resident of the United States for purposes of the Treaty;
-- your ownership of our shares is not effectively connected with a
permanent establishment or a fixed base in France;
-- you own all the rights attached to the full ownership of the shares,
including, among other things, the dividend rights;
-- you meet all the requirements of the Treaty for the reduced rate of
withholding tax; and
-- you claim the reduced rate of withholding tax.
If you have not completed Form RF1 A EU-No. 5052 or the simplified
certificate before the dividend payment date, we will deduct French withholding
tax at the rate of 25%. In that case, you may claim a refund of the excess
withholding tax by completing and providing the French tax authorities with Form
RF1 A EU-No. 5052 before December 31 of the calendar year following the year
during which the dividend is paid.
The Application for Refund, together with instructions, can be obtained
from the U.S. Internal Revenue Service or from the Centre des Impots des Non
Residents upon request. After it is complete, it should be sent to the Centre
des Impots des Non Residents.
Under the Treaty, you may be entitled, in certain circumstances, to a
French tax credit called the avoir fiscal. The avoir fiscal is generally equal
to 50% of the dividend paid for individuals, or 40% of the dividend paid for
shareholders other than individuals. You may be entitled to a payment equal to
the avoir fiscal, less a 15% withholding tax, if any one of the following
applies to you:
- you are an individual or other non-corporate holder that is a resident of
the United States for purposes of the U.S.-France tax treaty;
- you are a U.S. corporation, other than a regulated investment company;
- you are a U.S. corporation that is a regulated investment company and
that owns, directly or indirectly, less than 10% of the share capital of
our company, provided that less than 20% of your shares are beneficially
owned by persons who are neither citizens nor residents of the United
States; or
- you are a partnership or trust that is a resident of the United States
for purposes of the Treaty, but only to the extent that your partners,
beneficiaries or grantors would qualify as eligible under the first or
second points on this list and are subject to U.S. income tax with
respect to such dividends and payment of the avoir fiscal.
If you are eligible, you may claim the avoir fiscal by completing Form RF1
A EU-No. 5052 and sending it to the French tax authorities at the Centre des
Impots des Non Residents before December 31 of the year following the year in
which the dividend is paid. As noted below, you will not receive this payment
until after January 15 of the calendar year following the year in which the
dividend was paid. To receive the payment,
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you must submit a claim to the French tax authorities and attest that you are
subject to U.S. federal income taxes on the payment of the avoir fiscal and the
related dividend. For partnerships or trusts, the partners, beneficiaries or
grantors, as applicable, must make this attestation.
Specific rules apply to the following:
- tax-exempt U.S. pension funds, which include the exempt pension funds
established and managed in order to pay retirement benefits subject to
the provisions of Section 401(a) of the Internal Revenue Code (qualified
retirement plans), Section 403 of the Internal Revenue Code (tax deferred
annuity contracts) or Section 457 of the Internal Revenue Code (deferred
compensation plans); and
- various other tax-exempt entities, including certain state-owned
institutions, not-for-profit organizations and individuals (with respect
to dividends they beneficially own and that are derived from an
individual retirement account).
Entities in these two categories are eligible for a reduced withholding tax
rate of 15% on dividends, subject to the same withholding tax filing
requirements as eligible U.S. holders, except that they may have to supply
additional documentation evidencing their entitlement to these benefits. These
entities are not entitled to the full avoir fiscal. They may claim a partial
avoir fiscal equal to 30/85 of the gross avoir fiscal, provided that they own,
directly or indirectly, less than 10% of our capital and that they satisfy the
filing formalities specified in the applicable U.S. Treasury regulations.
The avoir fiscal or partial avoir fiscal and any French withholding tax
refund are generally expected to be paid within 12 months after the holder of
shares files Form RF1 A EU-No. 5052. However, they will not be paid before
January 15 following the end of the calendar year in which the dividend is paid.
For U.S. federal income tax purposes, the gross amount of a dividend and
any avoir fiscal, including any French withholding tax, will be included in your
gross income as dividend income when payment is received by you, to the extent
they are paid or declared paid out of our current or accumulated earnings and
profits as calculated for U.S. federal income tax purposes. Dividends paid by
our company will not give rise to any U.S. dividends received deduction. They
will generally constitute foreign source "passive" income for foreign tax credit
purposes. For recipients predominantly engaged in the active conduct of a
banking, insurance, financing or similar business, dividends paid by our company
will generally constitute foreign source "financial services" income for foreign
tax credit purposes.
Also for U.S. federal income tax purposes, the amount of any dividend paid
in euros or French francs, including any French withholding taxes, will be equal
to the U.S. dollar value of the euros or French francs on the date the dividend
is included in income, regardless of whether the payment is in fact converted
into U.S. dollars. You will generally be required to recognize U.S. source
ordinary income or loss when you sell or dispose of euros or French francs. You
may also be required to recognize foreign currency gain or loss if you receive a
refund under the Treaty of tax withheld in excess of the treaty rate. This
foreign currency gain or loss will generally be U.S. source ordinary income or
loss.
To the extent that any dividends paid exceed our current and accumulated
earnings and profits as calculated for U.S. federal income tax purposes, the
distribution will be treated as follows:
- first, as a tax-free return of capital, which will cause a reduction in
the adjusted basis of your shares in our company. This adjustment will
increase the amount of gain, or decrease the amount of loss, that you
will recognize if you later dispose of those shares; and
- second, the balance of the dividend in excess of the adjusted basis will
be taxed as capital gain recognized on a sale or exchange.
French withholding tax imposed on the dividends you receive and on any
avoir fiscal at 15% under the Treaty is treated as payment of a foreign income
tax. You may take this amount as a credit against your U.S. federal income tax
liability, subject to specific conditions and limitations.
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The Precompte
A French company must pay an equalization tax known as the precompte to the
French tax authorities if it distributes dividends out of:
- profits that have not been taxed at the ordinary corporate income tax
rate, or
- profits that have been earned and taxed more than five years before the
distribution.
The amount of the precompte is 50% of the net dividends before withholding
tax.
If you are not entitled to the full avoir fiscal (as described above), you
may generally obtain a refund from the French tax authorities of any precompte
paid by us with respect to dividends distributed to you. Under the Treaty, the
amount of the precompte refunded to U.S. residents is reduced by the 15%
withholding tax applied to dividends and by the partial avoir fiscal, if any.
You are entitled to a refund of any precompte that we actually pay in cash, but
not to any precompte that we pay by offsetting French and/or foreign tax
credits. To apply for a refund of the precompte, you should file French Treasury
Form RF1 B EU-No. 5053 before the end of the year following the year in which
the dividend was paid. The form and its instructions are available from the
Internal Revenue Service in the United States or from the Centre des Impots des
Non Residents.
For U.S. federal income tax purposes, the amount of the precompte will be
included in your gross income as dividend income in the year you receive it. It
will generally constitute foreign source "passive" income for foreign tax credit
purposes. For recipients predominantly engaged in the active conduct of a
banking, insurance, financing or similar business, the precompte will generally
constitute foreign source "financial services" income for foreign tax credit
purposes. The amount of any precompte paid in euros or French francs, including
any French withholding taxes, will be equal to the U.S. dollar value of the
euros or French Francs on the date the precompte is included in income,
regardless of whether the payment is in fact converted into U.S. dollars. You
will generally be required to recognize a U.S. source ordinary income or loss
when you sell or dispose of the euros or French francs.
TAXATION OF CAPITAL GAINS
If you are a resident of the United States for purposes of the Treaty, you
will not be subject to French tax on any capital gain if you sell or exchange
your shares, unless you have a permanent establishment or fixed base in France
and the shares you sold or exchanged were part of the business property of that
permanent establishment or fixed base. Special rules apply to individuals who
are residents of more than one country.
In general, for U.S. federal income tax purposes, you will recognize
capital gain or loss if you sell or exchange your shares in the same manner as
you would if you were to sell or exchange any other shares held as capital
assets. Any gain or loss will generally be U.S. source gain or loss. If you are
an individual, any capital gain will generally be subject to U.S. federal income
tax at preferential rates if you meet the specified minimum holding periods.
PFIC
We believe that we will not be treated as a passive foreign investment
company, or PFIC, for U.S. federal income tax purposes for the current taxable
year or for future taxable years. However, an actual determination of PFIC
status is fundamentally factual in nature and cannot be made until the close of
the applicable taxable year. We will be a PFIC for any taxable year in which
either:
- 75% or more of our gross income is passive income; or
- our assets that produce passive income or that are held for the
production of passive income amount to at least 50% of the value of our
total assets on average.
If we were to become a PFIC, the tax applicable to distributions on our
shares and any gains you realize when you dispose of our shares may be less
favorable to you. You should consult your own tax advisors regarding the PFIC
rules and their effect on you if you purchase our shares.
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FRENCH ESTATE AND GIFT TAXES
Under "The Convention Between the United States of America and the French
Republic for the Avoidance of Double Taxation and the Prevention of Fiscal
Evasion with Respect to Taxes on Estates, Inheritance and Gifts of November 24,
1978," if you transfer your shares by gift or if they are transferred by reason
of your death, that transfer will be subject to French gift or inheritance tax
only if one of the following applies:
- you are domiciled in France at the time of making the gift, or at the
time of your death; or
- you used the shares in conducting a business through a permanent
establishment or fixed base in France, or you held the shares for that
use.
FRENCH WEALTH TAX
The French wealth tax does not generally apply to shares if the holder is a
resident of the United States for purposes of the Treaty.
UNITED STATES INFORMATION REPORTING AND BACKUP WITHHOLDING
Dividend payments on the shares and proceeds from the sale, exchange or
other disposition of the shares may be subject to information reporting to the
Internal Revenue Service and possible U.S. backup withholding. U.S. federal
backup withholding generally is a withholding tax imposed at the rate of 31% on
specified payments to persons that fail to furnish required information. Backup
withholding will not apply to a holder who furnishes a correct taxpayer
identification number or certificate of foreign status and makes any other
required certification, or who is otherwise exempt from backup withholding. Any
U.S. persons required to establish their exempt status generally must file
Internal Revenue Service Form W-9, entitled Request for Taxpayer Identification
Number and Certification. Finalized Treasury regulations have generally expanded
the circumstances under which information reporting and backup withholding may
apply.
Amounts withheld as backup withholding may be credited against your U.S.
federal income tax liability. You may obtain a refund of any excess amounts
withheld under the backup withholding rules by filing the appropriate claim for
refund with the Internal Revenue Service and furnishing any required
information.
DOCUMENTS ON DISPLAY
Certain documents referred to in this annual report can be inspected at our
headquarters building at 133 Avenue des Champs-Elysees in Paris.
We are subject to the periodic reporting and other informational
requirements of the Exchange Act. Under the Exchange Act, we are required to
file reports and other information with the U.S. Securities and Exchange
Commission (SEC). Specifically, we are required to file annually a Form 20-F no
later than six months after the close of each fiscal year. Copies of reports and
other information, when so filed, may be inspected without charge and may be
obtained at prescribed rates at the public reference facilities maintained by
the SEC at Judiciary Plaza, 450 Fifth Street, N.W., Washington, D.C. 20549. The
public may obtain information regarding the Washington, D.C. Public Reference
Room by calling the SEC at 1-800-SEC-0330. The public may also view our annual
reports and other documents filed with the SEC on the Internet at www.sec.gov.
As a foreign private issuer, we are exempt from the rules under the Exchange Act
prescribing the furnishing and content of quarterly reports and proxy
statements, and our officers, directors and principal shareholders are exempt
from the reporting and short-swing profit recovery provisions in Section 16 of
the Exchange Act.
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ENFORCEABILITY OF CIVIL LIABILITIES AGAINST FOREIGN PERSONS
Our company is a corporation organized under the laws of France. The
majority of our directors are citizens and residents of countries other than the
United States, and the majority of our assets are located outside of the United
States. Accordingly, it may be difficult for investors:
- to obtain jurisdiction over our company or our directors in courts in the
United States in actions predicated on the civil liability provisions of
the U.S. federal securities laws;
- to enforce judgements obtained in such actions against us or our
directors;
- to obtain judgements against us or our directors in original actions in
non-U.S. courts predicated solely upon the U.S. federal securities laws;
or
- to enforce against us or our directors in non-U.S. courts judgements of
courts in the United States predicated upon the civil liability
provisions of the U.S. federal securities laws.
Each of the foregoing statements applies to our auditors as well.
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ITEM 11: QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
As a result of our global operating activities and our financing
activities, we are subject to various market risks relating primarily to foreign
currency exchange rate risk and interest rate risk.
INTEREST RATE RISK
In the course of our operations, we are exposed risks related to interest
rate changes, primarily as a result of the credit facilities used to finance our
investment activity and to maintain financial liquidity. We borrow primarily at
variable rates.
As of December 31, 2000, we had total outstanding bank borrowings and
overdrafts of E901 million, comprised of E630 million in bank loans, E266
million in bank overdrafts and E5 million in obligations under capital leases.
Of this indebtedness, E721 million is due within one year and the remainder is
due within five years. The majority of our debt bears interest at variable
rates; the average annual interest rate at December 31, 2000 was 6.2%. As of
December 31, 2000, approximately 50% of our debt was denominated in euros and
40% was denominated in U.S. dollars. Our policy is to hold cash and cash
equivalents in various currencies corresponding to the exposure of our various
subsidiaries around the world.
We generally do not use financial instruments to hedge interest rate risk.
Based on the above information, a hypothetical increase of 1% in average
interest rates on long-term borrowings at variable rates as of December 31, 2000
would result in an increase in annual interest expense of approximately E2
million.
FOREIGN CURRENCY EXCHANGE RATE RISK
We conduct operations in over 102 countries around the world. The
geographic diversity of our operations is reflected by the currencies that make
up our results of operations. In 2000, more than half of our revenues were
realized in currencies other than the euro, including more than 38% realized in
U.S. dollars. The majority of our subsidiaries carry out businesses which are
essentially local, with almost all of their revenues received in local currency
and almost all of their costs incurred in local currency. In addition, most of
our acquisitions in the United States have been funded through local borrowings,
resulting in financial expenses and repayment obligations in the same currency.
For these reasons, our exposure to losses resulting from differences between the
currencies in which we receive revenues and the currencies in which we incur
costs tends to be limited. However, we cannot assure you that we will be able to
avoid such differences in the future or that any such differences will not
materially affect our results of operations.
For the reasons discussed above, we generally do not hedge our exposure to
foreign currencies.
We hold assets and liabilities, earn income and pay expenses of our
subsidiaries in a variety of currencies. Our consolidated financial statements
are presented in euros. Therefore, when we prepare our financial statements, we
must translate our assets, liabilities, income and expenses in currencies other
than the euro into euros at then-applicable exchange rates. Consequently,
increases and decreases in the value of the euro will affect the value of these
items in our financial statements, even if their value has not changed in their
original currency. In this regard, an increase in the value of the euro relative
to other currencies may result in a decline in the reported value, in euros, of
our interests held in those currencies. To the extent this has a negative effect
on our financial condition as presented in our financial statements, it could
cause the price of our shares to decline. Conversely, if the relative value of
the euro to the U.S. dollar declines, the U.S. dollar equivalent of cash
dividends paid in euros on our ADSs will decline as well.
EQUITY MARKETS RISK
Our exposure to equity markets risk relates primarily to our investment in
equity securities of unconsolidated entities, namely True North. At December 31,
2000, the market value of our quoted equity securities amounted to E213 million,
compared to a carrying value for French GAAP purposes of E22 million.
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ITEM 12: DESCRIPTION OF SECURITIES OTHER THAN EQUITY SECURITIES
Not applicable.
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PART II
ITEM 13: DEFAULTS, DIVIDEND ARREARAGES AND DELINQUENCIES
None.
ITEM 14: MATERIAL MODIFICATIONS TO THE RIGHTS OF SECURITY HOLDERS AND USE OF
PROCEEDS
None.
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PART III
ITEM 18: FINANCIAL STATEMENTS
INDEX TO FINANCIAL STATEMENTS
Audited Consolidated Financial Statements for Publicis
Groupe S.A.
Report of Independent Auditors.............................. F-1
Consolidated Statements of Income for the years ended
December 31, 2000, 1999 and 1998.......................... F-3
Consolidated Balance Sheets as of December 31, 2000 and
1999...................................................... F-4
Consolidated Statements of Changes in Shareholders' Equity
for the years ended December 31, 2000, 1999 and 1998...... F-5
Consolidated Statements of Cash Flows for the years ended
December 31, 2000, 1999 and 1998.......................... F-6
Notes to Consolidated Financial Statements.................. F-7
53
57
REPORT OF INDEPENDENT AUDITORS
To the Board of Directors
and Shareholders of Publicis Groupe S.A.
We have audited the accompanying consolidated balance sheets of Publicis
Groupe S.A. as of December 31, 2000, and the related consolidated statements of
income, changes in shareholders' equity, and cash flows for the year then ended.
These financial statements are the responsibility of the Company's management.
Our responsibility is to express an opinion on these financial statements based
on our audit.
We conducted our audit in accordance with auditing standards generally
accepted in France and in the United States. Those standards require that we
plan and perform the audit to obtain reasonable assurance about whether the
financial statements are free of material misstatement. An audit includes
examining, on a test basis, evidence supporting the amounts and disclosures in
the financial statements. An audit also includes assessing the accounting
principles used and significant estimates made by management, as well as
evaluating the overall financial statement presentation. We believe that our
audit provides a reasonable basis for our opinion.
In our opinion, the consolidated financial statements referred to above
present fairly, in all material respects, the consolidated financial position of
Publicis Groupe S.A. at December 31, 2000, and the consolidated results of its
operations and its cash flows for the year then ended in conformity with
accounting principles generally accepted in France, which differ in certain
respects from those generally accepted in the United States (see Note 29 to the
financial statements).
As discussed in Note 1 to the financial statements, in 2000 the Company
changed its method of accounting for business combinations, deferred income
taxes, assets under capital leases, conversion of financial statements of
foreign subsidiaries and exchange rate differences on accounts receivable and
payable stated in foreign currencies to be in accordance with the new accounting
rules applicable to consolidated financial statements in France.
ERNST & YOUNG Audit Mazars & Guerard S.A.
Represented by Represented by
Bruno Perrin Frederic Allilaire
Paris, France
April 23, 2001
F-1
58
REPORT OF INDEPENDENT AUDITORS
To the Board of Directors
and Shareholders of Publicis Groupe S.A.
We have audited the accompanying consolidated balance sheets of Publicis
Groupe S.A. as of December 31, 1999 and 1998, and the related consolidated
statements of income, changes in shareholders' equity, and cash flows for the
years then ended, which have been prepared on the basis of accounting principles
generally accepted in France. These financial statements are the responsibility
of the Company's management. Our responsibility is to express an opinion on
these financial statements based on our audits.
We conducted our audits in accordance with auditing standards generally
accepted in the United States. Those standards require that we plan and perform
the audit to obtain reasonable assurance about whether the financial statements
are free of material misstatement. An audit includes examining, on a test basis,
evidence supporting the amounts and disclosures in the financial statements. An
audit also includes assessing the accounting principles used and significant
estimates made by management, as well as evaluating the overall financial
statement presentation. We believe that our audits provide a reasonable basis
for our opinion.
In our opinion, the consolidated financial statements referred to above
present fairly, in all material respects, the consolidated financial position of
Publicis Groupe S.A. at December 31, 1999 and 1998, and the consolidated results
of its operations and its cash flows for the years then ended in conformity with
accounting principles generally accepted in France, which differ in certain
respects from those generally accepted in the United States (see Note 29 to the
financial statements).
Mazars & Guerard S.A. Mazars LLP
Represented by Represented by
Frederic ALLILAIRE Timothy J. DOHERTY
March 17, 2000
F-2
59
PUBLICIS GROUPE S.A.
CONSOLIDATED STATEMENTS OF INCOME
(IN MILLIONS OF EUROS, EXCEPT PER SHARE DATA)
(All 1998 amounts have been translated from the previous reporting
currency, the French franc, to euros using the fixed official exchange rate as
of January 1, 1999.)
YEAR ENDED DECEMBER 31
-----------------------
NOTE 2000 1999 1998
---- ------ ----- ----
REVENUES.................................................... 1,770 1,042 851
Salaries and related expenses............................... 20 (984) (576) (478)
Office and general expenses................................. 21 (470) (291) (247)
Total operating expenses.................................... (1,454) (867) (725)
Other operating income...................................... 18 12 17
OPERATING INCOME BEFORE DEPRECIATION AND AMORTIZATION....... 334 187 143
Depreciation and amortization expense....................... 22 (59) (31) (27)
OPERATING INCOME............................................ 275 156 116
Interest and dividend (expense) income, net................. 23 (11) 9 10
INCOME OF CONSOLIDATED COMPANIES BEFORE TAXES, EXCEPTIONAL
ITEMS AND AMORTIZATION OF GOODWILL........................ 264 165 126
Income taxes................................................ 16 (92) (65) (47)
NET INCOME OF CONSOLIDATED COMPANIES BEFORE EXCEPTIONAL
ITEMS AND AMORTIZATION OF GOODWILL........................ 172 100 79
Equity in net income of affiliates.......................... 5 2 1
NET INCOME BEFORE EXCEPTIONAL ITEMS AND AMORTIZATION OF
GOODWILL.................................................. 177 102 80
OF WHICH GROUP INTERESTS.................................... 151 82 58
Exceptional income, net of tax.............................. 24 15 12 --
Amortization of goodwill.................................... 22 (33) (19) (13)
NET INCOME BEFORE MINORITY INTERESTS........................ 159 95 67
Minority interests.......................................... (31) (21) (20)
GROUP NET INCOME............................................ 128 74 47
PER SHARE DATA (in Euros)*
Net earnings per share...................................... 1.18 0.85 0.59
Earnings per share after tax and before exceptional items
and the amortization of goodwill.......................... 1.40 0.94 0.72
Net earnings per share - diluted............................ 1.15 0.84 0.56
Earnings per share after tax and before exceptional items
and the amortization of goodwill - diluted................ 1.37 0.93 0.68
---------------
* Earnings per share amounts for 1999 and 1998 have been adjusted to reflect the
10-for-1 stock split of August 29, 2000.
See notes to consolidated financial statements
F-3
60
PUBLICIS GROUPE S.A.
CONSOLIDATED BALANCE SHEETS
(AMOUNTS IN MILLIONS OF EUROS)
(All 1998 amounts have been translated from the previous reporting
currency, the French franc, to euros using the fixed official exchange rate as
of January 1, 1999.)
DECEMBER 31
-----------------------
NOTE 2000 1999 1998
---- ----- ----- -----
ASSETS
Goodwill, net............................................... 4 861 237 203
Intangible assets, net...................................... 4 22 20 12
Property and equipment, net................................. 5 331 123 96
Investments and other financial assets, net................. 6 82 50 65
Investments accounted for by the equity method.............. 6,7 7 7 7
----- ----- -----
TANGIBLE AND INTANGIBLE ASSETS, NET......................... 1,303 437 383
Inventory and costs billable to clients..................... 8 129 49 50
Accounts receivable......................................... 9 1,770 1,002 667
Other receivables........................................... 10 399 240 244
Marketable securities....................................... 11 100 76 34
Cash and cash equivalents................................... 429 273 226
CURRENT ASSETS.............................................. 2,827 1,641 1,221
TOTAL ASSETS................................................ 4,130 2,078 1,604
LIABILITIES AND SHAREHOLDERS' EQUITY
Capital stock............................................... 53 36 34
Additional paid-in capital and retained earnings............ 246 309 280
SHAREHOLDERS' EQUITY........................................ 12 299 345 314
Minority interests.......................................... 13 77 51 44
Provisions for contingencies and charges.................... 14 169 70 66
Bank borrowings and overdrafts.............................. 15 901 212 124
Accounts payable............................................ 17 1,590 872 585
Accrued expenses and other liabilities...................... 18 1,094 528 471
----- ----- -----
BANK BORROWINGS AND CURRENT LIABILITIES..................... 3,585 1,612 1,180
TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY.................. 4,130 2,078 1,604
NET FINANCIAL DEBT (CASH AND MARKETABLE SECURITIES, LESS
BANK BORROWINGS AND OVERDRAFTS)........................... 372 (137) (136)
See notes to consolidated financial statements
F-4
61
PUBLICIS GROUPE S.A.
CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS' EQUITY
(AMOUNTS IN MILLIONS OF EUROS)
(All 1998 amounts have been translated from the previous reporting
currency, the French franc, to euros using the fixed official exchange rate as
of January 1, 1999.)
ADDITIONAL
PAID-IN
CAPITAL AND TOTAL
NUMBER OF CAPITAL RETAINED SHAREHOLDERS'
IN MILLIONS OF EUROS SHARES* STOCK EARNINGS EQUITY
-------------------- ----------- ------- ----------- -------------
DECEMBER 31, 1997............................... 81,431,130 31 209 240
Impact of the merger of Publicis Communication/
Publicis S.A. ................................ 7,920,760 3 45 48
Consolidated net income, group.................. -- 47 47
Other 1998...................................... 430,220 -- (8) (8)
----------- -- ---- ----
December 31, 1998 before impact of treasury
stock......................................... 89,782,110 34 293 327
Treasury stock at December 31, 1998............. (1,068,420) -- (13) (13)
DECEMBER 31, 1998 AFTER IMPACT OF TREASURY
STOCK......................................... 88,713,690 34 280 314
Consolidated net income, group.................. -- 74 74
Other 1999...................................... 4,477,850 2 26 28
----------- -- ---- ----
December 31, 1999 before impact of treasury
stock......................................... 94,259,960 36 380 416
Treasury stock at December 31, 1999............. (4,181,920) (71) (71)
DECEMBER 31, 1999 AFTER IMPACT OF TREASURY
STOCK......................................... 90,078,040 36 309 345
Capital increase Publicis Groupe SA............. 70,710 -- -- --
Dividends paid by Publicis Groupe SA............ -- (15) (15)
Impact of acquisition S&S -- pooling of
interests..................................... 43,889,149 17 (215) (198)
Application of rule 99-02....................... -- 8 8
Translation adjustment.......................... -- (6) (6)
Consolidated net income, group.................. -- 128 128
----------- -- ---- ----
December 31, 2000 before impact of treasury
stock......................................... 138,219,819 53 280 333
Treasury stock at December 31, 2000............. (871,309) -- (34) (34)
----------- -- ---- ----
DECEMBER 31, 2000 AFTER IMPACT OF TREASURY
STOCK......................................... 137,348,510 53 246 299
----------- -- ---- ----
---------------
* Amounts above have been adjusted to reflect the 10-for-1 stock split of August
29, 2000.
See notes to consolidated financial statements.
F-5
62
PUBLICIS GROUPE S.A.
CONSOLIDATED STATEMENTS OF CASH FLOWS
(AMOUNTS IN MILLIONS OF EUROS)
(All 1998 amounts have been translated from the previous reporting
currency, the French franc, to euros using the fixed official exchange rate as
of January 1, 1999.)
YEAR ENDED DECEMBER 31
-----------------------
2000 1999 1998
----- ----- -----
I - CASH FLOWS FROM OPERATING ACTIVITIES
Net income................................................ 128 74 47
Gain on sales of fixed assets (before tax)................ (24) (12) 0
Depreciation and amortization............................. 93 51 40
Equity in net income of non-consolidated companies........ (5) (2) (1)
Minority interest applicable to consolidated companies.... 31 21 20
Change in working capital requirements.................... (19) 46 91
NET CASH PROVIDED BY OPERATING ACTIVITIES................... 204 178 197
II - CASH FLOWS FROM INVESTING ACTIVITIES
Purchases of property and equipment and intangible
assets................................................. (106) (66) (50)
Sales of property and equipment........................... 4 10 0
Purchases of investments and other financial assets,
net.................................................... (13) (4) (1)
Dividends received from investments accounted for under
the equity method...................................... 1 2 2
Acquisitions of businesses, net of cash acquired.......... (565) (55) (105)
Disposal of businesses.................................... 24 4 24
NET CASH USED IN INVESTING ACTIVITIES....................... (655) (109) (130)
III - CASH FLOWS FROM FINANCING ACTIVITIES
Dividends paid to shareholders of Publicis SA............. (15) (11) (6)
Dividends paid to minority shareholders of subsidiaries... (14) (14) (12)
Increase in capital....................................... 5 14 1
Change in borrowings...................................... 630 0 0
Share repurchases......................................... (34) (57) (13)
NET CASH PROVIDED BY FINANCING ACTIVITIES................... 572 (68) (30)
IV - IMPACT OF EXCHANGE RATE FLUCTUATIONS................. 5 0 0
NET CHANGE IN CONSOLIDATED CASH FLOWS (I + II + III +
IV).................................................... 126 1 37
Cash and cash equivalents (including marketable securities
less bank overdrafts) at beginning of year............. 137 136 99
Cash and cash equivalents (including marketable securities
less bank overdrafts) at end of year................... 263 137 136
NET CHANGE IN CASH AND CASH EQUIVALENTS (INCLUDING
MARKETABLE SECURITIES LESS BANK OVERDRAFTS)............... 126 1 37
F-6
63
PUBLICIS GROUPE S.A.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(AMOUNTS IN MILLIONS OF EUROS, EXCEPT PER SHARE DATA)
1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Beginning January 1, 2000, the consolidated financial statements of
Publicis Groupe S.A. and subsidiaries ("Publicis", "the Group") are prepared in
conformity with the new accounting rules ("new rules") applicable to
consolidated financial statements in France ("nouvelles regles et methodes
relatives aux comptes consolides"). The new rules, 99-02 of the accounting rules
and regulation committee ("Comite de Reglementation Comptable), were approved on
June 22, 1999 and were effective January 1, 2000. The new rules differ from the
rules previously applied in the accounting for business combinations, deferred
income taxes, assets under capital leases, conversion of financial statements of
foreign subsidiaries and exchange rate differences on accounts receivable and
payable stated in foreign currencies.
As permitted by the provisions of the new rules, the Group has elected not
to retroactively restate the accounting for business combinations and disposals
performed in prior years.
The application of the new rules has been treated as a change in accounting
method. Due to the insignificant impact of the change in accounting method on
the financial statements for the years ended December 31, 1999 and 1998, the
Group has elected not to present pro-forma information for those years. However,
the consolidated balance sheets and income statements as of and for the years
ended December 31, 1999 and 1998 have been presented in accordance with the
presentation requirements of the new rules. The reclassifications resulting from
this change in presentation are explained in note 2.2.
1.1 PRINCIPLES OF CONSOLIDATION
REPORTING CURRENCY
Since January 1, 1999, Publicis prepares and reports its consolidated
financial statements in euros. All previous historical financial information has
been converted to euros using the official conversion rate established on
January 1, 1999 of FF 6.55957 = 1 euro.
Although the 1998 consolidated financial statements depict the same trends
as would have been shown had they been presented in French francs, they may not
be directly comparable to the euro financial statements of other companies that
previously prepared their financial statements in a currency other than French
francs.
SCOPE OF CONSOLIDATION
Publicis consolidates all subsidiaries for which it exercises exclusive
direct or indirect control.
Zenith is held 50% by Saatchi & Saatchi and is accounted for by the equity
method in the consolidated financial statements. Zenith, which is controlled
jointly by Publicis (through Saatchi & Saatchi) and Cordiant, has not been
consolidated proportionately because financial statements for Zenith in
accordance with Publicis accounting and reporting policies were not available.
Companies over which Publicis exercises significant influence, generally
where the percentage of ownership and share of the voting rights is at least
20%, are accounted for by the equity method.
A list of principal affiliated companies and their method of consolidation
is presented in note 28.
F-7
64
PUBLICIS GROUPE S.A.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
(AMOUNTS IN MILLIONS OF EUROS, EXCEPT PER SHARE DATA)
TRANSLATION OF ACCOUNTS OF FOREIGN SUBSIDIARIES
The financial statements of subsidiaries located outside of the euro zone
and expressed in local currencies are translated into euros as follows:
- assets and liabilities are translated at year-end exchange rates;
- statement of income items are translated at average exchange rates for
the year;
- translation gains and losses resulting from the application of these
rates are recorded in retained earnings for the portion related to the
Group interest, with the remainder recorded in minority interests.
Through 1999, the Group applied the method of conversion at the year-end
exchange rates for the balance sheet and the income statement. Therefore, the
translation method described above constitutes a change in accounting method and
the impact of this change is presented in note 2.
INTER-COMPANY TRANSACTIONS
Inter-company transactions, including related revenues and expenses,
accounts receivable and accounts payable, are eliminated in consolidation.
1.2 SIGNIFICANT ACCOUNTING POLICIES
RESEARCH COSTS
Publicis records expenses related to studies and research in the period in
which they are incurred.
These expenses relate primarily to the following: studies and tests related
to advertising campaigns, costs resulting from the development of internet sites
and related tools, research programs on consumer behavior and advertisers' needs
in various areas, and studies and modeling conducted in order to optimize the
use and choice of media for the clients of the Group.
GOODWILL
Goodwill arising on consolidation represents the difference between the
acquisition cost of interests in consolidated companies (including subsequent
additional purchase price) and the Group's equity in the underlying net assets
at the date of acquisition, as adjusted in accordance with the Group's
accounting policies.
Goodwill is amortized on a straight-line basis in accordance with the
following principles:
- goodwill related to media purchasing and sales subsidiaries is amortized
over five years;
- goodwill related to communications subsidiaries is amortized over a
period of 10 to 40 years based on the country, size and the specific
characteristics of each agency.
The fair value of goodwill amortized over long periods is reviewed each
year based on the valuation criteria used at the time of the acquisition. If the
fair value of the goodwill is lower than the carrying value and this impairment
is considered to be permanent (lasting more than three years), a provision is
made to reduce the carrying value of the goodwill to the fair value.
OTHER INTANGIBLE ASSETS
Other intangible assets are comprised primarily of leasehold rights, client
relationships and software. Client relationships are accounted for in the same
manner as goodwill.
F-8
65
PUBLICIS GROUPE S.A.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
(AMOUNTS IN MILLIONS OF EUROS, EXCEPT PER SHARE DATA)
Software consists of the following:
- software purchased for internal use, which is stated at purchase cost;
- internally developed software for sales and marketing purposes, which is
used primarily by the Group's information systems services subsidiary,
and is stated at production cost.
Software is primarily amortized over a period of one or two years and not
in excess of three years.
PROPERTY AND EQUIPMENT
Property and equipment is stated at historical acquisition cost. A limited
number of assets have been revalued in accordance with French legislation; the
value of such assets is not significant.
Property and equipment is depreciated on a straight-line basis over their
estimated useful lives as described below:
- Buildings: between 20 and 50 years.
- Fixtures, fittings and general installations: 10 years.
- Billboards: 4 to 7 years.
- Office furniture and equipment: 5 to 10 years.
- Vehicles: 4 years.
- Computer hardware: 2 to 4 years.
In application of the new rules for consolidated financial statements
(99-02 of the Comite de Reglementation Comptable or CRC), beginning January 1,
2000, Publicis records assets under capital leases in property, plant and
equipment with corresponding amounts recorded in financial debt. These assets
are amortized over the periods described above. In the statement of income, the
lease rental expenses are replaced by interest expense on the debt and the
depreciation expense on the assets.
INVESTMENTS
Investments are recorded at historical acquisition cost. They are
depreciated when their fair market value is lower than their carrying value.
Fair market value is determined on the basis of criteria such as revalued net
assets, capitalized earnings, quoted stock prices, the outlook for the sector or
industry and the strategic value of the investment to the Group.
LOANS AND ADVANCES TO AFFILIATES
Loans and advances to affiliates represent receivables from affiliates
accounted for by the equity method or other non-consolidated affiliates.
A provision is recorded against these receivables when there is a
recoverability risk resulting from the financial condition of the affiliates
concerned.
INVENTORY AND COSTS BILLABLE TO CLIENTS
Inventory and costs billable to clients represent primarily
work-in-progress related to advertising which consists of technical, creative
and production work (graphic design, TV and radio production, editing, etc.)
which is billable, but has not yet been billed to clients. A provision for
depreciation is recorded when the revenue to be received on completion of the
work is expected to be inferior to the production costs incurred.
F-9
66
PUBLICIS GROUPE S.A.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
(AMOUNTS IN MILLIONS OF EUROS, EXCEPT PER SHARE DATA)
Non-billed work or costs incurred relating to new client development activities
are not capitalized except when the eventual billing of expenses incurred during
the proposal process is specified in the contract.
ACCOUNTS RECEIVABLE
Accounts receivable are recorded at their carrying value. An allowance for
doubtful accounts is recorded for receivables for which there is a collection
risk.
Accounts receivable denominated in foreign currencies are recorded at the
year-end exchange rate. Transaction gains and losses resulting from currency
translation are recorded in the income statement. This method is the one
recommended by rule 99-02 of the CRC and results in a change in accounting
method from prior periods.
MARKETABLE SECURITIES
Marketable securities are recorded at acquisition cost. In the event the
quoted fair market value of these securities, as determined by the most recent
monthly average of the quoted price on the stock exchange, falls below cost, a
provision is recorded to reduce the securities to the fair value.
TREASURY STOCK
Treasury stock is shown in consolidation as a reduction of shareholders'
equity.
PENSIONS AND OTHER POST-EMPLOYMENT BENEFITS
The policies applied by Publicis are in accordance with the laws and
regulations of the respective countries in which the subsidiaries of the Group
are located and are described below:
- the German and Italian regulatory requirements are applied in the form of
retirement indemnities,
- in France, the provisions of the collective bargaining agreement of the
advertising industry are applied and result in the recording of a
provision for costs,
- in Great Britain and the United States, the obligations related to
pensions and other retirement benefits are held in investment trusts with
insurance companies. These plans include:
- defined contribution plans: the amount of contributions by the Group
to the investment funds is defined and recorded as expense during the
period.
- multi-employer defined benefit plans: the benefit amounts to be
received upon retirement are defined and accounted for by establishing
a provision intended to cover the present value of the obligation to
be paid to employees at retirement, as calculated by actuaries based
upon years of service.
RESTRUCTURING RESERVES
Restructuring costs are fully provided for in the period in which the
decision to implement the restructuring plan has been made. These costs consist
primarily of indemnities for severance and early retirement and other employment
expenses.
VACANT PROPERTY
A provision is established for the amount of rent and related expenses to
be paid - net of any sublease revenues to be received - for all buildings that
are sublet or vacant and not intended to be used for the principal activities of
the Group.
F-10
67
PUBLICIS GROUPE S.A.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
(AMOUNTS IN MILLIONS OF EUROS, EXCEPT PER SHARE DATA)
REVENUES
Revenues represent the commissions and fees for services of companies in
the advertising industry. The Group's revenue recognition policies are
summarized below:
- Fees: when the service is provided to the client,
- Sales of media space: date of publication or broadcast,
- Sales of technical advertising: when services are performed.
INCOME TAXES
Net income is taxed based on the tax laws and regulations in effect in the
respective countries where the income is recognized. In accordance with the
provisions of rule 99-02 of the CRC, Publicis records deferred income taxes
resulting from temporary differences between the tax basis and the book basis of
assets and liabilities.
Taxable and deductible temporary differences are determined by their dates
of maturity and may reverse from year-to-year. Temporary differences are
calculated by taxable entity.
Deferred taxes are calculated based on the tax laws and regulations in
effect at the respective year-ends and using the tax rates expected to be in
effect when the temporary differences reverse. The impact of changes in enacted
tax rates are recorded in the income statement in the period in which the change
in the tax rate is decided.
Deferred tax assets are recognized when it is more likely than not that the
respective taxable entities will recover the benefits in future periods.
The recording of deferred taxes has been treated as a change in accounting
method and therefore the effect has been recorded in opening shareholders'
equity.
EXCEPTIONAL INCOME
Exceptional income represents exceptional items, net of tax, which do not
result from normal operations.
INTEREST RATE RISK
The Group has limited exposure to interest rate risk as the majority of its
debt bears interest at variable rates. The Group does not use derivative
financial instruments to hedge interest rate risk.
EXCHANGE RATE RISK
The majority of sales transactions are denominated in the local currencies
of the countries in which they are realized. Exchange rate risk is not
significant and is at times hedged via short-term foreign currency forward
contracts.
BASIC AND DILUTED EARNINGS PER SHARE
Basic earnings per share is calculated by dividing net income by the
weighted average number of ordinary shares outstanding during the period,
excluding treasury shares held at year-end. Diluted earnings per share is
calculated based on the weighted average number of ordinary shares outstanding
during the period excluding treasury shares held at year-end and including
potential ordinary shares resulting from stock options outstanding at year-end.
F-11
68
PUBLICIS GROUPE S.A.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
(AMOUNTS IN MILLIONS OF EUROS, EXCEPT PER SHARE DATA)
2. COMPARABILITY OF ACCOUNTS
2.1 PRESENTATION OF FINANCIAL STATEMENTS
Publicis modified the presentation of the consolidated balance sheets and
income statements to be in conformity with new rules for consolidated financial
statements.
The changes consist essentially of disclosing certain items:
- in the balance sheet: goodwill, marketable securities; and
- in the income statement: operating income and net income of consolidated
companies.
In order to present financial statements comparable to those for 2000, the
financial statements for 1998 and 1999 have also been presented under the new
format.
2.2 OTHER CHANGES RESULTING FROM THE APPLICATION OF RULE 99-02 OF THE CRC
The principles of rule 99-02 of the Comite de Reglementation Comptable
(CRC) differ from the rules previously applied in the accounting for business
combinations, deferred income taxes, assets under capital leases, conversion of
financial statements of foreign subsidiaries and exchange rate differences on
accounts receivable and payable stated in foreign currencies. The impacts of the
first time application of rule 99-02 are treated in accordance with opinion
no. 97.06 of the Conseil National de la Comptabilite relating to accounting
changes.
Due to the insignificant impact of the change in accounting method on the
financial statements for the years ended December 31, 1999 and 1998, the Group
has elected not to present pro-forma information for those years.
For informational purposes, the impact on opening shareholders' equity and
consolidated net income for these two periods would have been the following:
IN MILLIONS OF EUROS 1999 1998
-------------------- ---- ----
Shareholders' equity (opening).............................. 8 10
Consolidated net income..................................... -- (2)
The impact of the change in accounting method related to the application of
rule 99-02, which is primarily due to the recording of deferred income taxes and
the treatment of capital leases, has been recorded in its entirety in the
opening balance sheet for the year 2000 and is set out as follows:
IMPACT ON OPENING
BALANCE SHEET
IN MILLIONS OF EUROS JANUARY 1, 2000
-------------------- -----------------
Property and equipment...................................... 8
Accumulated depreciation.................................... (2)
Other receivables........................................... 7
--
TOTAL ASSETS................................................ 13
==
Retained earnings........................................... 8
Bank borrowings and overdrafts.............................. 5
--
TOTAL LIABILITIES........................................... 13
==
F-12
69
PUBLICIS GROUPE S.A.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
(AMOUNTS IN MILLIONS OF EUROS, EXCEPT PER SHARE DATA)
2.3 ACQUISITION OF SAATCHI & SAATCHI
In September 2000, Publicis made a public exchange offer for Saatchi &
Saatchi with the goal of establishing one of the largest advertising groups in
the world. This significant transaction has been treated in accordance with the
derogatory method under article 215 of rule 99-02 of the CRC, which permits
Publicis to substitute the value of net assets acquired, adjusted to conform
with Group accounting policies, for the purchase price of the shares of Saatchi
& Saatchi. Therefore, no goodwill resulted from this transaction and the
difference resulting from the application of the derogatory method has been
recorded in consolidated shareholders' equity. This transaction resulted in an
increase in capital stock and additional paid-in capital of euros 1,883 million
through the issuance of 43,889,149 shares. Publicis simultaneously issued
43,889,149 contingent value rights with a maturity date of March 2002.
For the purpose of the presentation of the consolidated financial
statements of the Group in accordance with generally accepted accounting
principles in the United States (U.S. GAAP), the acquisition of Saatchi &
Saatchi will be treated as a "purchase". As of December 31, 2000, the purchase
accounting as determined in accordance with U.S. GAAP was not yet finalized.
3. ACQUISITIONS
In addition to the acquisition of Saatchi & Saatchi, Publicis made several
acquisitions during the year ended December 31, 2000.
In the beginning of 2000, Publicis acquired 100% of Frankel and Company, an
independent American agency specialized in the marketing services segment.
Also in early 2000, Publicis acquired 100% of the American agency Fallon,
an independent agency in the United States, and expected to develop a new
concept of worldwide agency.
In November 2000, the Group acquired 100% of Nelson Communications, a
company specializing in advertising communications for the health industry in
the United States. This acquisition has been 90% financed through an exchange of
stock.
During the year 2000, Publicis also acquired interests in the companies
DeWitt Media and Winner & Associates in the United States, Boebel Adam in
Germany, Publicis Asociados in Peru and Publicis Networks in France.
F-13
70
PUBLICIS GROUPE S.A.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
(AMOUNTS IN MILLIONS OF EUROS, EXCEPT PER SHARE DATA)
4. GOODWILL AND INTANGIBLE ASSETS, NET
An analysis of the principal components of goodwill related to consolidated
subsidiaries is as follows:
OTHER NORTH REST OF
IN MILLIONS OF EUROS FRANCE EUROPE AMERICA WORLD TOTAL
-------------------- ------ ------ ------- ------- -----
NET VALUE 1998.................................... 25 47 101 30 203
NET VALUE 1999.................................... 27 51 92 67 237
Year 2000:
Acquisitions.................................... 9 20 586* 32 647
Other........................................... 35 71 107 85 298
--- --- --- --- ---
Total gross value................................. 44 91 693 117 945
Amortization...................................... (13) (28) (18) (25) (84)
--- --- --- --- ---
TOTAL NET VALUE 2000.............................. 31 63 675 92 861
=== === === === ===
---------------
* primarily amortized over 40 years. The allocation of goodwill resulting from
2000 acquisitions is in process and will be finalized in the year following
the acquisition in accordance with guidelines.
CHANGES IN GOODWILL AND OTHER INTANGIBLE ASSETS, GROSS
GROSS VALUE
---------------------------------
SOFTWARE AND
IN MILLIONS OF EUROS GOODWILL OTHER TOTAL
-------------------- -------- ------------ -----
DECEMBER 31, 1997........................................... 104 12 116
--- -- ---
Additions................................................... 144 5 149
Disposals................................................... (1) (1) (2)
Translation and other....................................... (1) -- (1)
--- -- ---
DECEMBER 31, 1998........................................... 246 16 262
--- -- ---
Additions................................................... 83 4 87
Disposals................................................... (33) (1) (34)
Translation and other....................................... 6 -- 6
--- -- ---
DECEMBER 31, 1999........................................... 302 19 321
--- -- ---
Additions................................................... 647 12 659
Disposals................................................... (2) -- (2)
Translation and other....................................... 5 7 12
--- -- ---
DECEMBER 31, 2000........................................... 952 38 990
--- -- ---
F-14
71
PUBLICIS GROUPE S.A.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
(AMOUNTS IN MILLIONS OF EUROS, EXCEPT PER SHARE DATA)
CHANGES IN ACCUMULATED AMORTIZATION OF GOODWILL AND OTHER INTANGIBLE ASSETS
ACCUMULATED AMORTIZATION
---------------------------------
SOFTWARE AND
IN MILLIONS OF EUROS GOODWILL OTHER TOTAL
-------------------- -------- ------------ -----
DECEMBER 31, 1997........................................... 12 8 20
-- -- ---
Additions................................................... 26 1 27
Disposals................................................... -- -- --
Translation and other....................................... -- -- --
-- -- ---
DECEMBER 31, 1998........................................... 38 9 47
-- -- ---
Additions................................................... 19 2 21
Disposals................................................... (4) -- (4)
Translation and other....................................... -- -- --
-- -- ---
DECEMBER 31, 1999........................................... 53 11 64
-- -- ---
Additions................................................... 34 5 39
Disposals................................................... -- (2) (2)
Translation and other....................................... -- 5 5
-- -- ---
DECEMBER 31, 2000........................................... 87 19 106
== == ===
5. PROPERTY AND EQUIPMENT, NET
CHANGES IN GROSS PROPERTY AND EQUIPMENT
GROSS VALUE
---------------------------
LAND AND
IN MILLIONS OF EUROS BUILDINGS OTHER TOTAL
-------------------- --------- ----- -----
DECEMBER 31, 1997........................................... 30 204 234
-- --- ---
Additions................................................... -- 31 31
Disposals................................................... -- (21) (21)
Translation and other....................................... -- 20 20
-- --- ---
DECEMBER 31, 1998........................................... 30 234 264
-- --- ---
Additions................................................... 13 40 53
Disposals................................................... (5) (16) (21)
Translation and other....................................... 3 9 12
-- --- ---
DECEMBER 31, 1999........................................... 41 267 308
-- --- ---
Impact of the application of rule 99-02..................... 8 8
-- --- ---
DECEMBER 31, 1999 ADJUSTED.................................. 49 267 316
-- --- ---
Impact of acquisitions...................................... 15 391 406
Additions................................................... 8 83 91
Disposals................................................... (2) (30) (32)
Translation and other....................................... 4 (1) 3
-- --- ---
DECEMBER 31, 2000........................................... 74 710 784
== === ===
F-15
72
PUBLICIS GROUPE S.A.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
(AMOUNTS IN MILLIONS OF EUROS, EXCEPT PER SHARE DATA)
LAND AND BUILDINGS
Publicis has land and buildings with a net book value of euros 59 million
at December 31, 2000.
The principal asset is the corporate headquarters located at 133 avenue des
Champs-Elysees, in Paris. This seven-story building is primarily occupied by
Group companies and commercial property occupied by the Champs-Elysees Drugstore
and two public cinemas.
The parent company, Publicis Groupe S.A., owns four floors of a building
occupied by Metrobus at 15 rue du Dome in Boulogne, a suburb of Paris. Publicis
also has a capital lease contract expiring in 2007 for two other floors in this
building. Following the acquisition of Saatchi & Saatchi, the Group also owns a
six-story building located at 30 rue Vital Bouhot in Neuilly-sur-Seine, a suburb
of Paris, comprising office space which is for the most part occupied by Group
companies.
Outside France, Publicis agencies own buildings in Brussels, Amsterdam,
Lisbon, Lima and Seoul, all in center city locations.
OTHER PROPERTY AND EQUIPMENT
The Group has significant information systems equipment dedicated to the
creation and production of advertising, the management of media buying and
administrative functions. Publicis Technology, the Group's computer services and
electronic communications subsidiary, owns significant amounts of conventional
computer and information systems equipment as well as equipment for new media
and technologies.
In addition, gross property, plant and equipment includes euros 51 million
(euros 8 million, net) of billboards and furniture and fixtures belonging to the
Group's outdoor display companies, principally Publex in the Netherlands and
Metrobus, a sales unit specializing in public transportation advertising space.
ASSETS UNDER CAPITAL LEASES
The application of rule 99-02 of the CRC required Publicis to restate the
accounting for assets under capital leases, including these assets as property,
plant and equipment with a corresponding amount recorded as financial debt. This
change in method required the Group to capitalize euros 8 million of assets at
December 31, 2000, which are included in "land and buildings". Amortization
expense on assets under capital leases is included in depreciation of property
and equipment.
F-16
73
PUBLICIS GROUPE S.A.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
(AMOUNTS IN MILLIONS OF EUROS, EXCEPT PER SHARE DATA)
CHANGES IN ACCUMULATED DEPRECIATION OF PROPERTY AND EQUIPMENT
ACCUMULATED DEPRECIATION
----------------------------
LAND AND
IN MILLIONS OF EUROS BUILDINGS OTHERS TOTAL
-------------------- --------- ------ -----
DECEMBER 31, 1997.......................................... 8 148 156
-- --- ---
Additions.................................................. -- 26 26
Disposals.................................................. -- (19) (19)
Translation and other...................................... -- 5 5
-- --- ---
DECEMBER 31, 1998.......................................... 8 160 168
-- --- ---
Additions.................................................. 1 28 29
Disposals.................................................. (1) (16) (17)
Translation and other...................................... -- 5 5
-- --- ---
DECEMBER 31, 1999.......................................... 8 177 185
-- --- ---
Impact of the application of rule 99-02.................... 2 -- 2
-- --- ---
DECEMBER 31, 1999 ADJUSTED................................. 10 177 187
-- --- ---
Impact of acquisitions..................................... 5 239 244
Additions.................................................. 1 52 53
Disposals.................................................. (2) (27) (29)
Translation and other...................................... 1 (2) (1)
-- --- ---
DECEMBER 31, 2000.......................................... 15 439 454
== === ===
6. INVESTMENTS AND OTHER FINANCIAL ASSETS, NET
DECEMBER 31, DECEMBER 31, DECEMBER 31,
IN MILLIONS OF EUROS 2000 1999 1998
-------------------- ------------ ------------ ------------
Investments................................... 37 29 46
Investments accounted for by the equity
method...................................... 7 7 7
Advances to affiliates........................ 19 6 5
Loans......................................... 6 -- --
Other financial assets, gross................. 26 17 16
-- -- --
GROSS VALUE................................... 95 59 74
Provisions for investments and financial
assets...................................... (6) (2) (2)
NET VALUE..................................... 89 57 72
== == ==
LIST OF INVESTMENTS IN NON-CONSOLIDATED ENTITIES AT DECEMBER 31, 2000
% OF GROSS NET MARKET
IN MILLIONS OF EUROS OWNERSHIP VALUE VALUE VALUE
-------------------- --------- ----- ----- ------
True North................................................ 9% 22 22 213
Other..................................................... -- 15 13 --
-- -- -- ---
TOTAL..................................................... 37 35 213
== == == ===
F-17
74
PUBLICIS GROUPE S.A.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
(AMOUNTS IN MILLIONS OF EUROS, EXCEPT PER SHARE DATA)
7. INVESTMENTS ACCOUNTED FOR BY THE EQUITY METHOD
Investments accounted for by the equity method amount to euros 7 million at
December 31, 2000 (December 31, 1999: euros 7 million; December 31, 1998: euros
7 million). These investments do not include our investment in Zenith, which due
to a shareholders' deficit, is provided for in "provisions for contingencies and
charges" in the balance sheet for an amount of euros 19 million.
SUMMARY INFORMATION FOR ZENITH (CONSOLIDATED AMOUNTS)
IN MILLIONS OF EUROS 2000
-------------------- ----
Revenues.................................................... 110
Net income.................................................. 14
Total assets................................................ 441
Cash and cash equivalents, net.............................. 121
Shareholders' deficit....................................... (39)
8. INVENTORY AND COSTS BILLABLE TO CLIENTS
DECEMBER 31, DECEMBER 31, DECEMBER 31,
IN MILLIONS OF EUROS 2000 1999 1998
-------------------- ------------ ------------ ------------
Advertising costs billable to clients......... 123 44 44
Other inventory............................... 6 5 6
--- -- --
GROSS VALUE................................... 129 49 50
Provision for depreciation.................... -- -- --
--- -- --
NET VALUE..................................... 129 49 50
=== == ==
9. ACCOUNTS RECEIVABLE
DECEMBER 31, DECEMBER 31, DECEMBER 31,
IN MILLIONS OF EUROS 2000 1999 1998
-------------------- ------------ ------------ ------------
Trade accounts receivable..................... 1,721 996 660
Notes receivable.............................. 81 26 27
----- ----- ---
GROSS VALUE................................... 1,802 1,022 687
Allowance for doubtful accounts............... (32) (20) (20)
----- ----- ---
NET VALUE..................................... 1,770 1,002 667
===== ===== ===
All accounts receivable are due within one year.
Note: for situations in which Publicis is buying media space as an agent on
behalf of its clients in France (transactions for which there is no income
statement impact), the related accounts receivable are recorded in "other
receivables" in the balance sheet.
F-18
75
PUBLICIS GROUPE S.A.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
(AMOUNTS IN MILLIONS OF EUROS, EXCEPT PER SHARE DATA)
10. OTHER RECEIVABLES
DECEMBER 31,
IN MILLIONS OF EUROS 2000
-------------------- ------------
Taxes receivable............................................ 76
Receivables on agency transactions.......................... 88
Deferred tax assets......................................... 15
Advances to suppliers....................................... 25
Other receivables........................................... 137
Prepaid expenses and other.................................. 69
---
GROSS VALUE................................................. 410
Provision................................................... (11)
---
NET VALUE................................................... 399
===
Other receivables are due within one year.
11. MARKETABLE SECURITIES
Marketable securities consist primarily of money market funds, mutual funds
and certificates of deposit.
The market value of quoted securities amounts to euros 70.7 million at
December 31, 2000 compared to a carrying value of euros 70.1 million.
12. SHAREHOLDERS' EQUITY
IMPACT OF THE ACQUISITION OF SAATCHI & SAATCHI
Publicis treated the Saatchi & Saatchi acquisition in accordance with the
derogatory method under article 215 of rule 99-02 of the CRC, which permits
Publicis to substitute the value of net assets acquired, adjusted to conform
with Group accounting policies, for the purchase price of the shares of Saatchi
& Saatchi. This resulted in an amount of euros 2,069 million being recorded in
shareholders' equity, increased for costs incurred by Publicis related to the
acquisition or euros 11 million after tax (recorded in shareholders' equity in
accordance with rule 99-02 of the Comite de la Reglementation Comptable). In
total, the net effect amounts to euros (198 million) after considering the
capital increase and additional paid-in capital related to the issuance of
shares (euros 1,883 million).
The amount of the capital increase related to this transaction amounts to
euros 17 million, representing 43,889,149 shares at a par value of euros 0.3811
(francs 2.50).
F-19
76
PUBLICIS GROUPE S.A.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
(AMOUNTS IN MILLIONS OF EUROS, EXCEPT PER SHARE DATA)
TREASURY STOCK AT DECEMBER 31, 2000
In connection with the approvals given in previous extraordinary
shareholders' meetings, Publicis Groupe S.A. has continued to proceed with
purchases of treasury stock during the year 2000. The related activity is as
follows:
NUMBER OF
SHARES COST
---------- ----------
(millions
of euros)
Treasury stock at December 31, 1999................... 4,181,920 71
Purchases in 2000..................................... 3,480,077 141
Shares approved for use in acquiring Nelson
Communications...................................... (6,790,688) (178)
---------- ----
TREASURY STOCK AT DECEMBER 31, 2000................... 871,309 34
========== ====
In accordance with the guidelines established by the accounting authorities
in France (Conseil National de la Comptabilite), the shares have been eliminated
in consolidation through a reduction of shareholders' equity.
IMPUTATION OF GOODWILL TO SHAREHOLDERS' EQUITY
Over the last 10 years, the only significant imputation of goodwill to
shareholders' equity related to the acquisition of Groupe FCA for which a
goodwill of euros 54 million was recognized. This goodwill, which related to all
of the subsidiaries of the FCA network, would have been amortized over periods
of 10 to 40 years.
13. MINORITY INTERESTS
RETAINED
IN MILLIONS OF EUROS EARNINGS
-------------------- --------
DECEMBER 31, 1997........................................... 81
---
Impact of the merger of Publicis Communication/Publicis
S.A....................................................... (48)
Dividends paid by subsidiaries to minority interests........ (11)
Consolidated net income for the period, minority interest... 21
Other....................................................... 1
---
DECEMBER 31, 1998........................................... 44
---
Dividends paid by subsidiaries to minority interests........ (13)
Consolidated net income for the period, minority interest... 20
---
DECEMBER 31, 1999........................................... 51
---
Dividends paid by subsidiaries to minority interests........ (14)
Consolidated net income for the period, minority interest... 31
Other....................................................... 9
---
DECEMBER 31, 2000........................................... 77
===
F-20
77
PUBLICIS GROUPE S.A.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
(AMOUNTS IN MILLIONS OF EUROS, EXCEPT PER SHARE DATA)
14. PROVISIONS FOR CONTINGENCIES AND CHARGES
PENSIONS AND
OTHER ZENITH
POST-EMPLOYMENT CLIENT EQUITY VACANT
BENEFITS LITIGATION RISKS RESTRUCTURING METHOD PROPERTY OTHER TOTAL
In millions of euros --------------- ---------- ------ ------------- ------ -------- ----- -----
DECEMBER 31, 1997............... 22 10 5 -- -- 5 18 60
-- -- -- -- -- --- --- ---
Additions....................... 1 -- -- -- -- -- 7 8
Reversals and utilization....... -- (1) (1) -- -- -- (2)
-- -- -- -- -- --- --- ---
DECEMBER 31, 1998............... 23 9 4 -- -- 5 25 66
-- -- -- -- -- --- --- ---
Additions....................... 3 -- -- 3 -- 1 14 21
Reversals and utilization....... -- (4) (2) -- -- -- (11) (17)
-- -- -- -- -- --- --- ---
DECEMBER 31, 1999............... 26 5 2 3 -- 6 28 70
-- -- -- -- -- --- --- ---
Impact of acquisitions.......... 8 6 -- 12 16 75 117
Additions....................... 5 3 6 -- 3 2 16 35
Reversals and utilization....... (4) (1) (2) (5) -- (9) (20) (41)
Translation and other........... 2 -- -- -- -- (10) (4) (12)
-- -- -- -- -- --- --- ---
DECEMBER 31, 2000............... 37 13 6 10 19 64 20 169
== == == == == === === ===
VACANT PROPERTY PROVISIONS
Vacant property provisions consist primarily of a reserve recorded at
Saatchi & Saatchi to cover future losses related principally to the lease
contract for the building at 375 Hudson Street in New York (euros 62 million at
December 31, 2000).
PROVISIONS FOR RESTRUCTURING
Restructuring provisions represent primarily an estimate of the
restructuring costs related to the acquisition of Saatchi & Saatchi (including
the balance of expenses for the closing of the headquarters in New York and
London).
15. BANK BORROWINGS AND OVERDRAFTS
DECEMBER 31
--------------------
2000 1999 1998
In millions of euros ---- ---- ----
Loans....................................................... 630 -- --
Obligations under capital leases............................ 5 -- --
Bank overdrafts............................................. 266 212 124
--- --- ---
TOTAL....................................................... 901 212 124
=== === ===
F-21
78
PUBLICIS GROUPE S.A.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
(AMOUNTS IN MILLIONS OF EUROS, EXCEPT PER SHARE DATA)
ANALYSIS BY DATE OF MATURITY
DECEMBER 31
--------------------
2000 1999 1998
In millions of euros ---- ---- ----
Due in less than one year................................... 721 212 124
Due in one to five years.................................... 180 -- --
--- --- ---
TOTAL....................................................... 901 212 124
=== === ===
ANALYSIS BY CURRENCY
DECEMBER 31
--------------------
2000 1999 1998
In millions of euros ---- ---- ----
Euros or currencies in the euro zone........................ 446 158 73
U.S. dollars................................................ 360 1 18
Other currencies............................................ 95 53 33
--- --- ---
TOTAL....................................................... 901 212 124
=== === ===
ANALYSIS BY TYPE OF INTEREST RATE
The principal portion of debt is made up of loans with variable rates of
interest. The average interest rate on this debt as of December 31, 2000 amounts
to 6.2%.
16. INCOME TAXES
ANALYSIS OF INCOME TAX EXPENSE
2000 1999 1998
In millions of euros ---- ---- ----
Current income tax expense.................................. (93) (65) (47)
Deferred income tax expense................................. 1 -- --
--- --- ---
INCOME TAX ON INCOME OF CONSOLIDATED COMPANIES.............. (92) (65) (47)
=== === ===
Taxes on exceptional income are not presented above. They amount to euros 4
million in 2000 and consist of income taxes on the gain on sale of investments
(taxes on 1999 exceptional income: euros 7 million).
F-22
79
PUBLICIS GROUPE S.A.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
(AMOUNTS IN MILLIONS OF EUROS, EXCEPT PER SHARE DATA)
EFFECTIVE TAX RATE
The effective tax rate is as follows:
2000
In millions of euros -----
Income of consolidated companies before taxes, exceptional
items and amortization of goodwill........................ 264
Statutory tax rate.......................................... 37.8%
Expected tax expense........................................ (100)
Impact of:
- income of subsidiaries taxed at different rates...... 5
- income taxes at reduced rates........................ (1)
- utilization of deferred tax assets on operating
losses............................................... 8
- permanent differences................................ (4)
-----
Income taxes recorded in the income statement............... (92)
=====
Effective tax rate.......................................... 35%
DEFERRED TAXES
Deferred tax assets and liabilities are included in the following balance
sheet line items:
DECEMBER 31,
2000
In millions of euros ------------
Other receivables:
- short-term portion............................... 11
- long-term portion................................ 4
--
TOTAL DEFERRED TAX ASSETS............................... 15
ACCRUED EXPENSES AND OTHER LIABILITIES:
- short-term portion............................... (1)
- long-term portion................................ --
--
TOTAL DEFERRED TAX LIABILITIES.......................... (1)
--
DEFERRED TAX ASSETS, NET................................ 14
==
SOURCES OF DEFERRED TAXES
DECEMBER 31,
2000
In millions of euros ------------
Deferred tax assets resulting from temporary
differences........................................... 12
Deferred tax assets resulting from operating loss
carryforwards......................................... 3
--
TOTAL DEFERRED TAX ASSETS............................... 15
Deferred tax liabilities resulting from temporary
differences........................................... (1)
--
TOTAL DEFERRED TAX LIABILITIES.......................... (1)
--
DEFERRED TAX ASSETS (LIABILITIES), NET.................. 14
==
F-23
80
PUBLICIS GROUPE S.A.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
(AMOUNTS IN MILLIONS OF EUROS, EXCEPT PER SHARE DATA)
17. ACCOUNTS PAYABLE
The line "accounts payable" includes all trade accounts payable (including
notes payable and accrued purchases) related to the purchase of goods and
services, except for purchases of media space in France under the Sapin Law (Loi
Sapin) which are included in "accrued expenses and other liabilities".
18. ACCRUED EXPENSES AND OTHER LIABILITIES
DECEMBER 31,
IN MILLIONS OF EUROS 2000
-------------------- ------------
Payables to the state................................. 108
Payables related to agency transactions............... 119
Deferred tax liabilities.............................. 1
Other liabilities..................................... 79
Advances received..................................... 156
Other payables........................................ 581
Deferred revenues and other liabilities............... 50
-----
TOTAL................................................. 1,094
=====
19. OFF BALANCE SHEET COMMITMENTS
GIVEN RECEIVED
IN MILLIONS OF EUROS 2000 1999 1998 2000 1999 1998
-------------------- ---- ----- ---- ---- -------- ----
Discounted notes (drafts)...................... -- 1 -- -- -- --
Guarantees..................................... 4 3 4 19 12 11
Contingent value rights (CVR) on Publicis
shares(1).................................... 199 -- -- -- -- --
Other.......................................... 5 12 11 2 3 2
--- -- -- -- -- --
TOTAL.......................................... 208 16 15 21 15 13
=== == == == == ==
---------------
(1) Publicis Groupe SA issued contingent value rights to recipients of the
Publicis shares exchanged for Saatchi & Saatchi shares which guarantee the
value of each Publicis share exchanged for Saatchi & Saatchi shares.
The recipients of the contingent value rights will receive in the 60 days
following the expiration of a waiting period of 18 months after the issuance
of the rights, a cash sum equal to the difference, if negative, between the
average Publicis share price during the 10 days preceding the expiration of
the 18 month waiting period and the share price at the closing, limited to a
maximum amount of euros 4.32 for each contingent value right.
The number of contingent value rights issued at December 31, 2000 is
43,889,149 or an amount of euros 189,601 thousand. Considering the number of
options remaining, this amount cannot exceed 46,096,133 or a maximum amount
of euros 199,135 thousand.
20. EMPLOYEE COMPENSATION AND HEADCOUNT
Employee compensation includes salaries, appointments, commissions,
bonuses, profit sharing and paid vacation. Payroll taxes on salaries are
included in general and administrative expenses.
F-24
81
PUBLICIS GROUPE S.A.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
(AMOUNTS IN MILLIONS OF EUROS, EXCEPT PER SHARE DATA)
COMPENSATION OF OFFICERS AND DIRECTORS
Compensation paid to members of the Supervisory Board and the Management
Board in 2000 totaled euros 0.2 million and euros 1.5 million, respectively.
HEADCOUNT
AT DECEMBER 31,
-------------------------
2000 1999 1998
------ ------ -----
BY GEOGRAPHIC REGION:
- France............................................. 3,411 2,922 2,862
- Other Europe....................................... 5,493 3,480 3,119
- North America...................................... 6,954 1,628 1,363
- Rest of world...................................... 4,482 2,332 1,365
------ ------ -----
TOTAL..................................................... 20,340 10,362 8,709
====== ====== =====
BY DIVISION:
- Communication...................................... 19,133 9,167 7,342
- Other Activities................................... 1,207 1,195 1,367
------ ------ -----
TOTAL..................................................... 20,340 10,362 8,709
====== ====== =====
BREAK DOWN BY FUNCTION (%)
--------------------------
Sales....................................................... 45%
Creative development........................................ 20%
Administration/Management................................... 20%
Production.................................................. 10%
Media and Research.......................................... 5%
---
TOTAL....................................................... 100%
===
21. OTHER OPERATING EXPENSES
Other operating expenses represent all of the external charges other than
purchases of production and media. They principally include taxes (other than
income taxes) and additions to and reversals of provisions.
22. DEPRECIATION AND AMORTIZATION EXPENSE
DECEMBER 31, DECEMBER 31, DECEMBER 31,
IN MILLIONS OF EUROS 2000 1999 1998
-------------------- ------------ ------------ ------------
Amortization expense on other intangible
assets (excluding goodwill)................. 6 2 1
Depreciation expense on property and
equipment................................... 53 29 26
-- -- --
DEPRECIATION AND AMORTIZATION OF OTHER
INTANGIBLE ASSETS AND PROPERTY AND
EQUIPMENT................................... 59 31 27
Amortization of goodwill...................... 33 19 13
-- -- --
TOTAL DEPRECIATION AND AMORTIZATION EXPENSE... 92 50 40
== == ==
Amortization expense on other intangible assets for the year ended December
31, 2000 includes exceptional amortization of euros 3 million (1999: euros 4
million).
F-25
82
PUBLICIS GROUPE S.A.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
(AMOUNTS IN MILLIONS OF EUROS, EXCEPT PER SHARE DATA)
23. INTEREST AND DIVIDEND (EXPENSE) INCOME
IN MILLIONS OF EUROS 2000 1999 1998
-------------------- ---- ---- ----
Dividends received from non-consolidated affiliates......... 4 3 3
Other interest and dividend (expense) income, net........... (15) 6 7
--- -- --
TOTAL....................................................... (11) 9 10
=== == ==
24. EXCEPTIONAL INCOME, NET OF TAX
In 2000, exceptional income consists of the gain on sale, net of tax, of a
non-consolidated investment.
In 1999, exceptional income was comprised of the gain on sale of the
Drugstore Matignon in Paris, a gain on the sale of foreign real estate and a
gain on the sale of a non-consolidated investment.
25. BASIC AND DILUTED EARNINGS PER SHARE
Basic earnings per share amounted to euros 1.18 in 2000, compared to euros
0.85 per share in 1999 and euros 0.59 per share in 1998.
The weighted average shares outstanding for the calculation of diluted
earnings per share amounted to 110,454,999 shares for 2000. The corresponding
diluted earnings per share was euros 1.15 in 2000, compared to euros 0.84 in
1999 and euros 0.56 in 1998.
26. SEGMENT INFORMATION
The Company operates in one industry segment, advertising and
communications. Revenues and operating results are derived from advertising and
communications services provided to clients. These services include related
activities such as agency services for media advertising such as press, radio
and billboards and film.
The Company evaluates performance by geographic region based on revenues,
operating income and net income before amortization of goodwill and exceptional
items.
F-26
83
PUBLICIS GROUPE S.A.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
(AMOUNTS IN MILLIONS OF EUROS, EXCEPT PER SHARE DATA)
INFORMATION BY GEOGRAPHIC REGION
OTHER NORTH REST OF
IN MILLIONS OF EUROS FRANCE EUROPE AMERICA WORLD TOTAL
-------------------- ------ ------ ------- ------- -----
2000
Revenues......................................... 342 536 688 204 1,770
Operating income................................. 72 97 83 23 275
Net income after tax, Group interest*............ 38 58 46 9 151
Goodwill, property and equipment and intangible
assets, net.................................... 85 172 818 139 1,214
1999
Revenues......................................... 294 408 214 126 1,042
Operating income................................. 45 76 21 14 156
Net income after tax, Group interest*............ 24 36 18 4 82
Goodwill, property, plant and equipment and
intangible assets, net......................... 72 106 116 86 380
1998
Revenues......................................... 274 357 154 66 851
Operating income................................. 33 66 15 1 115
Net income after tax, Group interest*............ 18 27 13 -- 58
Goodwill, property, plant and equipment and
intangible assets, net......................... 70 89 113 39 311
---------------
* before amortization of goodwill and exceptional income
27. STOCK OPTION PLANS
PUBLICIS OPTIONS
As a result of the merger of Publicis Communication and Publicis Groupe
S.A. on December 11, 1998, 62,397 stock options previously authorized and
granted by Publicis Communication were assumed by Publicis Groupe S.A. and
converted into 935,960 new stock options to subscribe to Publicis Groupe
S.A. shares at euros 0.40.
A last tranche of options was granted on September 7, 2000 in connection
with the authorization given by the Board of Directors in the August 29,
2000 meeting.
The recipients have the right to exercise the options for a period of 10
years.
During the year ended December 31, 2000, 70,710 options were exercised
resulting in an increase in share capital, including additional paid-in
capital, of euros 0.4 million.
F-27
84
PUBLICIS GROUPE S.A.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
(AMOUNTS IN MILLIONS OF EUROS, EXCEPT PER SHARE DATA)
At December 31, 2000, options remaining to be exercised were as follows:
NUMBER OF OPTIONS
REMAINING TO BE EXERCISE PRICE EXPIRATION
SHARES FRANCS 2.50 PAR VALUE GRANT DATE EXERCISED (EUROS) DATE
---------------------------- ----------------- ----------------- -------------- ----------
Second tranche..................... February 20, 1992 17,700 7.2 2002
Third tranche...................... December 15, 1992 25,450 6.9 2002
Fourth tranche..................... March 22, 1994 28,760 6.4 2004
Fifth tranche...................... March 30, 1995 93,970 6.6 2005
Sixth tranche...................... April 26, 1996 87,260 4.9 2006
Seventh tranche.................... March 20, 1997 75,960 5.6 2007
Eighth tranche..................... March 11, 1998 66,000 8.7 2008
Ninth tranche...................... November 4, 1998 331,500 10.2 2008
Tenth tranche...................... September 7, 2000 100,000 43.5 2010
-------
TOTAL TRANCHES....................... 826,600
=======
SAATCHI & SAATCHI OPTIONS
Several stock option plans were put in place by Saatchi & Saatchi prior to
the acquisition. These plans involve several plan execution criteria for the
grant of options. At the time of the merger with Publicis Groupe SA, these plans
were simplified and the maximum number of options that could be granted were
granted.
Two types of options remain:
- those to be issued in connection with the Equity Participation Plan
("EPP") and for which the exercise price was paid at the grant date. No
additional payment will be made at the date of exercise of the options
and
- those to be issued related to other plans and for which the exercise
price must be paid at the date of exercise of the options.
In these two cases, the beneficiaries will receive Saatchi & Saatchi shares
upon exercise of their options. These shares will be exchanged for new shares of
Publicis Groupe SA based on a rate of 18.252 Publicis Groupe SA shares for 100
Saatchi & Saatchi shares (or the ratio applied at the time of the public
exchange offer).
The number of options that can be exercised under the two plans, converted
for simplification purposes into Publicis shares at a rate of 0.18252, is as
follows:
EQUITY OTHER
PARTICIPATION PLAN PLANS TOTAL
------------------ --------- ---------
-Remaining to be exercised at the merger date.... 2,044,928 2,208,579 4,253,507
-Exercised between September 8 and
December 31, 2000.............................. 1,344,435 1,307,824 2,652,259
-Forfeited between September 8 and
December 31, 2000.............................. 0 5,475 5,475
--------- --------- ---------
-Remaining to be exercised at December 31,
2000........................................... 700,493 895,280 1,595,773
========= ========= =========
F-28
85
PUBLICIS GROUPE S.A.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
(AMOUNTS IN MILLIONS OF EUROS, EXCEPT PER SHARE DATA)
The timetable for the exercise of the remaining options is as follows:
EQUITY OTHER
PARTICIPATION PLAN PLANS TOTAL
------------------ ------- ---------
Can be exercised:
- Immediately............................. 601,932 649,335 1,251,267
- In 2001................................. 98,561 147,385 245,946
- In 2002................................. 0 78,483 78,483
- In 2003................................. 0 20,077 20,077
------- ------- ---------
TOTAL.......................................... 700,493 895,280 1,595,773
======= ======= =========
The weighted average exercise price of options (per Publicis share) for
plans other than the EPP is established at L1.24/0.18252 X 1.60 = 10.87 euros.
28. LIST OF CONSOLIDATED ENTITIES AT DECEMBER 31, 2000
A - CONSOLIDATED ENTITIES
1 - Communications
COMPANY NAME % CONTROL ACTIVITY COUNTRY CITY
------------ --------- ---------------------- ---------------------- ----------------------------------
PUBLICIS GROUPE S.A. ......... Parent France Paris
PUBLICIS WORLDWIDE............ 100,00 Finance Netherlands Amsterdam
Publicis USA Holdings......... 100,00 Finance United States New York
Publicis...................... 100,00 Advertising United States San Francisco, Seattle, Salt Lake
City, Boise, Dallas, Indianapolis,
Los Angeles, Chicago, New York
Publicis Hal Riney............ 100,00 Advertising United States San Francisco, Atlanta, New York
Burrell Communications........ 49,00 Advertising United States Chicago
Publicis Dialog............... 100,00 Advertising United States San Francisco, Seattle, Salt Lake
City, Dallas, Indianapolis,
Chicago, New York
Nelson Communications......... 100,00 Advertising United States New York
Frankel....................... 100,00 Advertising United States Chicago
Fallon........................ 100,00 Advertising United States Minneapolis
Optimedia USA................. 100,00 Media United States New York
Winner & Associates........... 60,00 Advertising United States Los Angeles
Publicis BCP.................. 70,00 Advertising Canada Montreal
Publicis SMW.................. 87,09 Advertising Canada Toronto
Optimedia..................... 95,53 Advertising Canada Montreal, Toronto
Ove........................... 70,00 Advertising Canada Montreal
Publicis Dialog............... 94,87 Advertising Canada Montreal, Toronto
Touch......................... 100,00 Advertising Canada Montreal
Goodhue....................... 70,00 Advertising Canada Montreal
Publicis Capurro.............. 85,00 Advertising Argentina Buenos Aires
Publicis Dialog............... 80,00 Advertising Argentina Buenos Aires
Optimedia..................... 100,00 Media Argentina Buenos Aires
Publicis Norton............... 60,00 Advertising Brazil Sao Paulo, Brasilia, Porto Alegre,
Rio de Janeiro
Publicis Unitros.............. 60,00 Advertising Chile Santiago
F-29
86
PUBLICIS GROUPE S.A.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
(AMOUNTS IN MILLIONS OF EUROS, EXCEPT PER SHARE DATA)
COMPANY NAME % CONTROL ACTIVITY COUNTRY CITY
------------ --------- ---------------------- ---------------------- ----------------------------------
Publicis CB................... 60,00 Advertising Colombia Bogota
Publicis Romero............... 51,00 Advertising Mexico Mexico City
Optimedia..................... 60,00 Media Mexico Mexico City
Publicis Dialog............... 56,00 Advertising Mexico Mexico City
Publicis Asociados............ 60,00 Advertising Peru Lima
Publicis 67................... 60,00 Advertising Venezuela Caracas
Publicis Communication........ 100,00 Advertising Australia Brisbane, Melbourne, Sydney
Echo Direct................... 100,00 Advertising Australia Sydney
Optimedia..................... 100,00 Advertising Australia Sydney
Publicis Mojo................. 100,00 Advertising New Zealand Auckland
Optimedia..................... 100,00 Advertising New Zealand Auckland
RaingerDirect................. 75,00 Advertising New Zealand Auckland
Publicis Ad Link.............. 60,00 Advertising China, Hong Kong Peking, Hong Kong, Shanghai,
Canton, Chengdu
Publicis Welcomm.............. 60,00 Advertising Korea Seoul
Publicis Zen.................. 60,00 Advertising India Mumbai
Publicis Inovasi.............. 89,70 Advertising Indonesia Dakarta
Publicis...................... 100,00 Advertising Japan Tokyo
Publicis Wet Desert........... 70,00 Advertising Malaysia Kuala Lumpur
Publicis Pakistan............. 60,00 Advertising Pakistan Lashore
Basic......................... 65,63 Advertising Philippines Manila
Publicis Philippines.......... 65,63 Advertising Philippines Manila
Publicis Ama.................. 60,00 Advertising Philippines Manila
Publicis Asia Pacific......... 100,00 Finance Singapore Singapore
FCA........................... 100,00 Advertising Singapore Singapore
Publicis Eureka............... 60,00 Advertising Singapore Singapore
Publicis Taiwan............... 100,00 Advertising Taiwan Taipei
Publicis Prakit............... 50,00 Advertising Thailand Bangkok
Publicis Cape Town............ 84,30 Advertising South Africa Le Cap
Publicis Johannesburg......... 100,00 Advertising South Africa Johannesburg
Publicis Maroc................ 100,00 Advertising Morocco Casablanca
Publicis Ariely............... 82,00 Advertising Israel Tel Aviv
Ab Data....................... 70,00 Advertising Israel Tel Aviv
Super Push.................... 56,00 Advertising Israel Tel Aviv
Publicis Graphics............. 60,00 Advertising Lebanon, Jordan, Beirut, Amman, Bahrain, Cairo,
Bahrain, Egypt, EAU, Dubai, Jeddah, Riyad, Kuwait,
Saudi Arabia, Kuwait, Istanbul
Turkey
Publicis Communication........ 100,00 Finance Germany Dusseldorf
FCA! BMZ...................... 100,00 Advertising Germany Dusseldorf
Prorepro...................... 100,00 Advertising Germany Dusseldorf
More Sales.................... 84,80 Advertising Germany Dusseldorf
More Media.................... 90,50 Media Germany Dusseldorf
Publicis...................... 100,00 Advertising Germany Frankfurt
Mundocom...................... 100,00 Advertising Germany Frankfurt
Publicis Service Germany...... 100,00 Advertising Germany Frankfurt
Optimedia..................... 100,00 Media Germany Dusseldorf
Publicis Dialog............... 90,05 Advertising Germany Hamburg
F-30
87
PUBLICIS GROUPE S.A.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
(AMOUNTS IN MILLIONS OF EUROS, EXCEPT PER SHARE DATA)
COMPANY NAME % CONTROL ACTIVITY COUNTRY CITY
------------ --------- ---------------------- ---------------------- ----------------------------------
Publicis Vital................ 100,00 Advertising Germany Frankfurt
Publicis Lenze................ 90,20 Advertising Germany Cologne
Hiel.......................... 100,00 Advertising Germany Munich
ADF DTP und Datenmanagement... 51,00 Advertising Germany Frankfurt
Publicis MCD.................. 100,00 Advertising Germany Erlangen, Munich
More Media Munich............. 100,00 Advertising Germany Munich
Contur........................ 100,00 Advertising Germany Friedrichsdorf
Publicis Berlin............... 51,00 Advertising Germany Berlin
Publicis Networks............. 90,50 Advertising Germany Dusseldorf
Boebel Adam................... 90,50 Advertising Germany Frankfurt
Publicis...................... 100,00 Advertising Austria Vienna
Publicis Media................ 100,00 Advertising Austria Vienna
Publicis...................... 100,00 Advertising Belgium Brussels
Publicis...................... 100,00 Advertising Croatia Zagreb
Publicis...................... 80,00 Advertising Denmark Copenhagen
Publicis...................... 100,00 Advertising Spain Madrid, Barcelona, Seville,
Valencia, Alicante
Publicis Casadevall y
Pedreno..................... 85,00 Advertising Spain Barcelona, Madrid
Optimedia..................... 98,00 Media Spain Madrid
FCA/BMZ....................... 100,00 Advertising Spain Madrid, Barcelona, Seville
Publicis Dialog............... 100,00 Advertising Spain Madrid
Publicis International Oy..... 64,72 Advertising Finland Helsinki
Publicis Dialog............... 51,00 Advertising Finland Helsinki
Publicis Marche............... 100,00 Advertising Finland Helsinki
Publicis Torma................ 100,00 Advertising Finland Helsinki
Multi Market Services......... 100,00 Finance United Kingdom London
Publicis...................... 100,00 Advertising United Kingdom London
Mundocom...................... 100,00 Advertising United Kingdom London
Optimedia..................... 100,00 Advertising United Kingdom London
FCA!.......................... 100,00 Advertising United Kingdom London
Publicis Networks............. 100,00 Advertising United Kingdom London
Publicis Dialog............... 100,00 Advertising United Kingdom London
Publicis Blue Print........... 100,00 Advertising United Kingdom London
Publicis...................... 100,00 Advertising Greece Athens
Publicis...................... 100,00 Advertising Hungary Budapest
Publicis...................... 100,00 Advertising Italy Milan, Rome
FCA! BMZ...................... 100,00 Advertising Italy Milan
Optimedia..................... 100,00 Advertising Italy Milan
Carmi & Ubertis Design........ 80,00 Advertising Italy Milan
GGA........................... 100,00 Advertising Italy Milan
Publicis...................... 100,00 Finance Norway Oslo
FCA! Amsterdam................ 100,00 Advertising Netherlands Amsterdam
FCA! Retail................... 57,00 Advertising Netherlands Amsterdam
Compasso...................... 77,00 Advertising Netherlands Amsterdam
Change The Script............. 51,00 Advertising Netherlands Amsterdam
Overad........................ 100,00 Finance Netherlands Amsterdam
Overad Property............... 100,00 Finance Netherlands Amsterdam
F-31
88
PUBLICIS GROUPE S.A.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
(AMOUNTS IN MILLIONS OF EUROS, EXCEPT PER SHARE DATA)
COMPANY NAME % CONTROL ACTIVITY COUNTRY CITY
------------ --------- ---------------------- ---------------------- ----------------------------------
Publicis...................... 100,00 Advertising Netherlands Amsterdam
AMI........................... 51,00 Advertising Netherlands Amsterdam
Mundocom A.A.C. .............. 75,00 Advertising Netherlands Amsterdam, Eindhoven
Kern Habbema & Yap............ 87,10 Advertising Netherlands Amsterdam
Bruggenwirth, Mass &
Boswinkel................... 100,00 Advertising Netherlands Amsterdam
Optimedia Netherlands......... 100,00 Advertising Netherlands Amsterdam
Focus Netherlands............. 60,20 Advertising Netherlands Amsterdam
Publicis...................... 85,00 Advertising Poland Warsaw
Publicis...................... 90,00 Advertising Portugal Lisbon
BMZ/Park...................... 56,44 Advertising Portugal Lisbon
Optimedia..................... 93,00 Media Portugal Lisbon
Publicis...................... 60,00 Advertising Czech Republic Prague
Publicis Knut................. 60,00 Advertising Slovakia Bratislava
Publicis Etoiles.............. 100,00 Finance Sweden Stockholm
Publicis Welinder............. 73,00 Advertising Sweden Stockholm
Publicis Zurich............... 90,00 Advertising Switzerland Zurich
Publicis Lausanne............. 100,00 Advertising Switzerland Lausanne
Publicis Consultants.......... 51,00 Advertising Switzerland Zurich
PUBLICIS CONSEIL.............. 99,61 Consulting France Paris
FCA! B.M.Z.................... 100,00 Advertising France Paris
Loeb et Associes.............. 55,00 Advertising France Paris
Publicis EtNous............... 52,72 Advertising France Paris
Mundocom...................... 100,00 Advertising France Paris
Publicis Dialog............... 100,00 Advertising France Paris
Directis...................... 60,00 Advertising France Paris
Parti Print................... 90,00 Advertising France Paris
Valeur Source................. 100,00 Advertising France Paris
Media System.................. 94,96 Advertising France Paris
Guillaume Tell................ 75,01 Advertising France Paris
Verbe......................... 99,86 Advertising France Paris
Verbe Consumer................ 64,89 Advertising France Paris
GES........................... 100,00 Advertising France Paris
GEM........................... 100,00 Advertising Switzerland Cologny
Nephtalie Travel.............. 100,00 Advertising France Paris
Motivom....................... 74,50 Advertising France Paris
Publicis Hourra............... 99,93 Advertising France Lille
Publicis Cachemire............ 70,18 Advertising France Lyon, Clermont-Ferrand
Implication................... 75,00 Advertising France Lyon
Publicis Mediterranee......... 100,00 Advertising France Marseille
Publicis Soleil............... 100,00 Advertising France Toulouse, Montpellier
Publicis Grand Angle.......... 99,75 Advertising France Brest, Nantes, Rennes
Publicis Koufra............... 87,76 Advertising France Nancy, Dijon, Strasbourg
Publicis Atlantique........... 100,00 Advertising France Bordeaux
Publicis Racines.............. 100,00 Advertising France Tours
Paname........................ 89,76 Advertising France Paris
Champs Medias................. 99,80 Advertising France Paris
F-32
89
PUBLICIS GROUPE S.A.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
(AMOUNTS IN MILLIONS OF EUROS, EXCEPT PER SHARE DATA)
COMPANY NAME % CONTROL ACTIVITY COUNTRY CITY
------------ --------- ---------------------- ---------------------- ----------------------------------
Publicis Wellcare............. 70,00 Advertising France Paris
Signe......................... 100,00 Advertising France Nancy
Haubtmann..................... 100,00 Advertising France Nancy
Sirius Participations......... 100,00 Advertising France Paris
Sirius SA..................... 100,00 Advertising France Paris
Synthese...................... 100,00 Advertising France Paris
2eme Communication............ 51,00 Advertising France Lyon
O' de Formes.................. 88,00 Advertising France Lyon
WAM........................... 99,68 Advertising France Paris
PUBLICIS CENTRE MEDIA......... 100,00 Media France Paris
Credome....................... 100,00 Studies and research France Paris
PUBLICIS CONSULTANTS.......... 100,00 Advertising France Paris
Publicis Consultants.......... 90,00 Advertising Netherlands Amsterdam
Publicis Consultants.......... 100,00 Advertising Belgium Brussels
Agence de Com................. 100,00 Advertising France Paris
Publicis Design............... 77,00 Advertising France Paris
Solange Stricker.............. 100,00 Advertising France Paris
Finincom...................... 100,00 Advertising France Paris
Publicis Technology........... 100,00 Interactive France Paris
PUBLICIS NET.................. 100,00 Finance USA Dallas
Publicis e-brand.............. 87,00 Interactive France Paris
Net.Intelligenz............... 51,00 Interactive France Paris
Publicis Networks............. 75,00 Interactive France Paris
Institutional Design.......... 75,00 Interactive France Paris
SAATCHI & SAATCHI plc......... 100,00 Finance United Kingdom London
S&S North America Inc. ....... 100,00 Advertising United States New York
Klemtner Advertising Inc. .... 100,00 Advertising United States New York
Rowland Worldwide Inc. ....... 100,00 Advertising United States New York
Rowland -- Rochester (SSBC)... 100,00 Advertising United States New York
Conill Advertising Inc. ...... 100,00 Advertising United States New York
Nazca Miami -- Puerto Rico.... 75,00 Advertising United States Miami
SSA Canada.................... 100,00 Advertising Canada Toronto
Taylor Tarpay................. 100,00 Advertising Canada Toronto
Badillo Nazca S&S Inc. ....... 75,00 Advertising Puerto Rico San Juan
S&S Argentina................. 51,00 Advertising Argentina Buenos Aires
Finance Nazca Publicidade
Brazil...................... 70,00 Advertising Brazil Sao Paulo
S&S Advertising Mexico Ltd.... 75,00 Advertising Mexico Mexico City
S&S Advertising Pty Ltd....... 100,00 Advertising Australia Sydney
S&S New Zealand............... 100,00 Advertising New Zealand Wellington
S&S Great Wall Advertising Co
Ltd......................... 51,00 Advertising China Beijing
S&S Hong Kong................. 100,00 Advertising China Hong Kong
Zenith Taiwan................. 100,00 Media China Hong Kong
S&S India..................... 80,00 Advertising India Mumbai
S&S Japan KK.................. 66,67 Advertising Japan Tokyo
S&S Malaysia.................. 80,00 Advertising Malaysia Petaling Jaya
S&S Singapore................. 100,00 Advertising Singapore Singapore
F-33
90
PUBLICIS GROUPE S.A.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
(AMOUNTS IN MILLIONS OF EUROS, EXCEPT PER SHARE DATA)
COMPANY NAME % CONTROL ACTIVITY COUNTRY CITY
------------ --------- ---------------------- ---------------------- ----------------------------------
S&S Taiwan.................... 100,00 Advertising Taiwan Taipei
S&S Thailand.................. 51,00 Advertising Thailand Bangkok
Zenith Thailand............... 51,00 Media Thailand Bangkok
S&S Vietnam................... 70,00 Advertising Vietnam Ho Chi Minh City
S&S Saudi Arabia.............. 100,00 Advertising Saudi Arabia Riyad
S&S Dubai..................... 100,00 Advertising Dubai Dubai
S&S Egypt..................... 100,00 Advertising Egypt Cairo
S&S Germany................... 100,00 Advertising Germany Frankfurt
Dialog-Team Marketing......... 51,00 Advertising Germany Frankfurt
S&S Austria................... 100,00 Advertising Austria Vienna
S&S Belgium NV. .............. 99,99 Advertising Belgium Brussels
S&S Denmark A/S............... 100,00 Advertising Denmark Copenhagen
S&S Madrid.................... 100,00 Advertising Spain Madrid
S&S France SA................. 100,00 Advertising France Paris
Albemarle Marketing Research
Ltd. ....................... 100,00 Studies and research United Kingdom London
The Facilities Group Ltd...... 70,00 Advertising United Kingdom London
S&S Group Ltd. ............... 100,00 Advertising United Kingdom London
S&S Hungary................... 100,00 Advertising Hungary Budapest
S&S Italy..................... 100,00 Advertising Italy Rome, Milan
Rowland Italy................. 100,00 Advertising Italy Milan
S&S Healthcare Italy.......... 100,00 Advertising Italy Rome, Milan
S&S Holland................... 100,00 Advertising Netherlands Amstelveen
S&S Poland.................... 100,00 Advertising Poland Warsaw
S&S Portugal.................. 100,00 Advertising Portugal Lisbon
Rowland -- Switzerland
(SSBC)...................... 100,00 Advertising Switzerland Geneva
2 - Medias & Regies Europe
COMPANY NAME % CONTROL ACTIVITY COUNTRY CITY
------------ --------- ---------------------- ---------------------- ----------------------------------
MEDIAS et REGIES EUROPE....... 100,00 Press Media Sales France Paris
Le Monde Publicite............ 49,00 Press Media Sales France Paris
I-Regie.com................... 96,00 Press Media Sales France Paris
Regiscope..................... 49,00 Press Media Sales France Paris
Espaces Liberation............ 49,00 Press Media Sales France Paris
Profil 18/30.................. 50,00 Press Media Sales France Paris
Consumer Media................ 50,00 Press Media Sales France Paris
Media & Regies Interactive.... 100,00 Internet Media Sales France Paris
Metrobus...................... 100,00 Billboard Media Sales France Paris
A Nous Paris.................. 55,00 Press France Paris
Sodex......................... 100,00 Billboard Media Sales France Paris
France Index.................. 100,00 Billboard Media Sales France Paris
Publisistemas................. 100,00 Billboard Media Sales Spain Madrid
Mediavision................... 66,63 Cinema Sales France Paris
Intervoz...................... 95,00 Radio Media Sales Portugal Lisbon
Publex........................ 50,00 Billboards Netherlands Amsterdam
F-34
91
PUBLICIS GROUPE S.A.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
(AMOUNTS IN MILLIONS OF EUROS, EXCEPT PER SHARE DATA)
COMPANY NAME % CONTROL ACTIVITY COUNTRY CITY
------------ --------- ---------------------- ---------------------- ----------------------------------
V.K.M. ....................... 50,00 Billboard Media Sales Netherlands Amsterdam
REGIE 1....................... 50,00 Radio Media Sales France Paris
3 - Other activities
COMPANY NAME % CONTROL ACTIVITY COUNTRY CITY
------------ --------- ---------------------- ---------------------- ----------------------------------
Drugstore Champs Elysees...... 100,00 Distribution France Paris
Groupe Publicis Services...... 100,00 Services France Paris
Farner Publicis Holding....... 100,00 Finance Switzerland Zurich
B - COMPANIES ACCOUNTED FOR BY THE EQUITY METHOD
COMPANY NAME % CONTROL ACTIVITY COUNTRY CITY
------------ --------- ---------------------- ---------------------- ----------------------------------
Zenith Media.................. 50,00 Media United Kingdom London
Somupi........................ 34,00 Billboard France Paris
Sopact........................ 49,00 Billboard France Paris
TCS Portugal.................. 35,00 Billboard Portugal Lisbon
Metromatic.................... 50,00 Promotion Spain Madrid
Promometro.................... 34,00 Promotion France Paris
29. SUMMARY OF DIFFERENCES BETWEEN GENERALLY ACCEPTED ACCOUNTING PRINCIPLES IN
FRANCE AND THE UNITED STATES
The Group's consolidated financial statements are prepared in accordance
with accounting principles generally accepted in France ("French GAAP") which
differ from generally accepted accounting principles in the United States ("U.S.
GAAP"). The significant differences applicable to the Group are summarized
below:
ACCOUNTING FOR THE BUSINESS COMBINATION WITH SAATCHI & SAATCHI
Under French GAAP, the business combination with Saatchi & Saatchi was
accounted for in accordance with the derogatory method under article 215 of rule
99-02 of the Comite de la Reglementation Comptable (CRC) as follows:
- Assets and liabilities are recorded at historical cost less accumulated
depreciation at the combination date;
- The results and cash flows are combined from the acquisition date to
year-end;
The derogatory method is similar to the pooling of interests method under
U.S. GAAP, except that results and cash flows are combined only from the
acquisition date to the end of the period.
Under U.S. GAAP, this acquisition does not qualify to be accounted for as a
pooling of interests. Consequently, the transaction must be accounted for using
purchase accounting principles, with Publicis Groupe S.A. being the acquiror on
September 8, 2000. This gives rise to a number of differences as follows:
Intangible fixed assets
Goodwill has been calculated under U.S. GAAP by comparing the fair value of
the identifiable assets with the fair value of the consideration, including
associated transaction costs. Such goodwill is being amortized over 40 years for
the purposes of the reconciliation below. Other intangible fixed assets, which
comprise principally trade names and major client relationships are amortized
over 7 to 40 years for purposes of the reconciliation below.
F-35
92
PUBLICIS GROUPE S.A.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
(AMOUNTS IN MILLIONS OF EUROS, EXCEPT PER SHARE DATA)
Contingent Value Rights
In connection with the acquisition of Saatchi & Saatchi, the Company issued
contingent value rights (CVRs) to the former shareholders of Saatchi & Saatchi.
Each CVR represents a right to receive a cash payment if the market price of
Publicis shares 18 months after the acquisition date is below its level at the
acquisition date, limited to a maximum payment per CVR of 10% of the market
price at the acquisition date. The CVRs are actively traded on Euronext Paris.
The market price of the CVRs may fluctuate significantly over the 18 month
period. However, the amount ultimately paid by the Company will be determined by
the market price at the end of the 18 month period in March 2002.
Under French GAAP, the CVRs are considered to be an off-balance sheet
commitment which is disclosed in the financial statements.
Under U.S. GAAP, the fair value of the CVRs at the acquisition date is
included in the cost of acquisition and reflected as a liability in purchase
accounting. Subsequent changes in the fair value of the CVRs are adjusted
through earnings.
Stock options
In connection with the acquisition of Saatchi & Saatchi, the Company agreed
to exchange Publicis shares for Saatchi & Saatchi shares obtained through the
exercise of the outstanding stock options of Saatchi & Saatchi at the
acquisition date.
Under French GAAP, stock options are not recorded in shareholder's equity
until they are exercised.
For U.S. GAAP purposes the Company accounts for stock options in accordance
with APB Opinion No. 25, "Accounting for Stock Issued to Employees," FASB
Statement No. 123, "Accounting for Stock-Based Compensation," and related
interpretations. To the extent options are granted by the acquiring company for
outstanding vested options or options that vest upon change in control of the
target company, the fair value of the new options is included as part of the
purchase price and allocated to the assets acquired. The fair value of options
exchanged for outstanding unvested options is also included as part of the
purchase price and a portion of the unvested options intrinsic value is
allocated to unearned compensation cost and amortized over the remaining vesting
period. The amount of unearned compensation cost is deducted from the fair value
of the options in determining the allocation of the purchase price.
BUSINESS COMBINATIONS
Accounting for goodwill
Under French GAAP, goodwill is generally capitalized and amortized over its
estimated useful life. However, goodwill arising from an acquisition completed
in 1993 paid for by issuing new shares was written off through shareholders'
equity under previous French accounting guidance.
Under U.S. GAAP, goodwill is capitalized and amortized over its estimated
useful life, not exceeding 40 years.
Accounting for compensation arrangements
In the French financial statements, certain compensation arrangements with
employees of acquired companies have been recorded as additional purchase price
in purchase accounting.
Under U.S. GAAP, to the extent that the compensation is related to
continuing employment with the Group, it is recorded as compensation expense in
the periods in which it is earned.
F-36
93
PUBLICIS GROUPE S.A.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
(AMOUNTS IN MILLIONS OF EUROS, EXCEPT PER SHARE DATA)
STOCK COMPENSATION
Under French GAAP stock options are recorded in common stock and additional
paid-in capital when the options are exercised.
Under U.S. GAAP, the Company accounts for stock option grants in accordance
with APB Opinion No. 25, "Accounting for Stock Issued to Employees," FASB
Statement No. 123, "Accounting for Stock-Based Compensation," and related
interpretations. When stock options are granted to employees, directors,
consultants or non-employees with an exercise price inferior to the fair value
of the underlying shares at the date of grant, the resulting premium is
immediately reflected in shareholders' equity. This premium is offset in
shareholders' equity by an equivalent deferred compensation amount. Therefore,
there is no impact on total shareholders' equity. The deferred compensation
amount is amortized as compensation expense in the income statement over the
vesting period of the options.
VALUATION OF MARKETABLE SECURITIES AND INVESTMENT SECURITIES
In accordance with French regulations, the Group's policy is to value
marketable securities, on a portfolio basis, at the lower of aggregate cost and
market value. Investment securities are stated at cost and an allowance is
recorded when recoverable value, based upon management's analysis of the
specific nature of each investment, appears to be permanently less than carrying
value. Allowances can be subsequently reversed if the estimated recoverable
value of the investment increases. Unrealized gains on marketable securities and
investment securities are not recognized, and, in general, the market value of
publicly traded marketable securities and investment securities is determined
based on the average quotations for the month preceding the end of the year.
Under U.S. GAAP (SFAS 115), marketable securities and investment securities
are divided into three categories: trading (used as part of a company's cash
management activities), held-to-maturity (company has positive intent and
ability to hold the securities to maturity) and available-for-sale (all other
securities). All Publicis' investment and marketable securities are considered
to be available-for-sale and reflected at market value on the closing date on
the face of the balance sheet. All unrealized gains and unrealized losses that
are temporary are recorded as a separate component of shareholders' equity.
Unrealized losses which are other than temporary are charged to income and any
write-down is considered permanent.
ACCOUNTING FOR PROVISIONS
Under U.S. GAAP, provisions for loss contingencies are recorded if
available information indicates that it is probable that an asset has been
impaired or a liability has been incurred at the date of the financial
statements, and the amount of loss can be reasonably estimated.
Certain provisions recorded in the French financial statements do not
qualify as provisions for loss contingencies under U.S. GAAP.
FOREIGN CURRENCY TRANSLATION
For purposes of the French financial statements through December 31, 1999,
the Group converted the income statement into euros at year-end exchange rates.
Under U.S. GAAP, income statement amounts in foreign currencies are
converted at average exchange rates for the year.
F-37
94
PUBLICIS GROUPE S.A.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
(AMOUNTS IN MILLIONS OF EUROS, EXCEPT PER SHARE DATA)
Following the Saatchi & Saatchi acquisition and other U.S. GAAP adjustments
described above, the consolidated balance sheets as presented under U.S. GAAP at
December 31, 2000 and December 31, 1999 are as follows:
DECEMBER 31,
--------------
2000 1999
(IN MILLIONS) E E
------------- ----- -----
ASSETS
Goodwill, net............................................... 2,297 283
Intangible assets, net...................................... 1,353 20
Property and equipment, net................................. 342 129
Deferred income taxes....................................... 4 --
Investments and other financial assets, net................. 60 28
Investments accounted for by the equity method.............. 7 7
----- -----
TOTAL NON-CURRENT ASSETS, NET............................... 4,063 467
Inventory and costs billable to clients..................... 129 49
Accounts receivable......................................... 1,770 1,002
Other receivables........................................... 384 241
Deferred income taxes....................................... 11 7
Marketable securities....................................... 314 284
Cash and cash equivalents................................... 429 273
----- -----
CURRENT ASSETS.............................................. 3,037 1,856
----- -----
TOTAL ASSETS................................................ 7,100 2,323
===== =====
DECEMBER 31,
--------------
2000 1999
(IN MILLIONS) E E
------------- ----- -----
LIABILITIES AND SHAREHOLDERS' EQUITY
Capital stock............................................... 53 36
Additional paid-in capital.................................. 2,322 117
Retained earnings........................................... 167 346
Treasury stock.............................................. (34) (71)
Accumulated other comprehensive income...................... 114 152
----- -----
SHAREHOLDERS' EQUITY........................................ 2,622 580
Minority interests.......................................... 77 51
Long-term debt and capital lease obligations, less current
portion................................................... 184 --
Deferred income taxes....................................... 576 35
Provisions for contingencies and charges.................... 240 40
Current portion of long-term debt and capital lease
obligations............................................... 451 --
Short-term borrowings and overdrafts........................ 266 217
Accounts payable............................................ 1,590 872
Accrued expenses and other liabilities...................... 1,094 528
----- -----
CURRENT LIABILITIES......................................... 3,401 1,617
----- -----
TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY.................. 7,100 2,323
===== =====
F-38
95
PUBLICIS GROUPE S.A.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
(AMOUNTS IN MILLIONS OF EUROS, EXCEPT PER SHARE DATA)
The components of shareholders' equity for U.S. GAAP purposes as of
December 31, 2000 and 1999 are as follows:
DECEMBER 31,
---------------
2000 1999
(IN MILLIONS) E E
------------- ----- ----
Share capital............................................... 53 36
Additional paid-in capital.................................. 2,322 117
Retained earnings........................................... 167 346
Treasury stock.............................................. (34) (71)
ACCUMULATED OTHER COMPREHENSIVE INCOME:
Unrealized gains on securities.............................. 156 151
Foreign currency translation adjustment..................... (42) 1
ACCUMULATED OTHER COMPREHENSIVE INCOME:..................... 114 152
----- ---
Total shareholders' equity as adjusted for U.S. GAAP........ 2,622 580
===== ===
RECONCILIATION OF NET INCOME AND COMPREHENSIVE INCOME TO U.S. GAAP
Under U.S. GAAP, Publicis has adopted SFAS 130, Reporting Comprehensive
Income. Statement 130 establishes standards for reporting and displaying
comprehensive income and its components; however, the adoption of this Statement
has no impact on net income or shareholders' equity. Statement 130 requires
unrealized gains or losses on available-for-sale securities and the foreign
currency translation adjustments, which prior to adoption were reported
separately in shareholders' equity to be included in other comprehensive income.
Comprehensive income is reported in the reconciliation table of net income
to U.S. GAAP and in the components of shareholders' equity for U.S. GAAP
purposes.
F-39
96
PUBLICIS GROUPE S.A.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
(AMOUNTS IN MILLIONS OF EUROS, EXCEPT PER SHARE DATA)
The following is a reconciliation of net income as reported in the
consolidated statements of income to net income and comprehensive income as
adjusted for the approximate effects of the application of U.S. GAAP for the
periods ended December 31, 2000 and 1999:
DECEMBER 31,
--------------
2000 1999
(in millions, except per share data) E E
------------------------------------ ----- -----
Net income as reported in the consolidated statement of
income.................................................... 128 74
Adjustments to conform to U.S. GAAP
Amortization expense on goodwill written-off to equity...... (1) (1)
Compensation arrangements................................... (4) --
Accounting for provisions................................... (17) 2
Foreign currency translation................................ -- (2)
----- -----
106 73
Adjustments related to the business combination with Saatchi
& Saatchi:
Amortization expense on tangible assets, intangible assets
and goodwill -- Saatchi & Saatchi......................... (32) --
Contingent value rights..................................... (46) --
Stock compensation -- Saatchi & Saatchi..................... (3) --
----- -----
Total adjustments -- Saatchi & Saatchi...................... (81) --
Tax effect of above adjustments............................. 9 --
----- -----
Net income as adjusted for U.S. GAAP........................ 34 73
===== =====
Earnings per share as adjusted for U.S. GAAP
- Basic................................................ E0.31 E0.84
- Fully diluted........................................ E0.31 E0.83
Net income as adjusted for U.S. GAAP........................ 34 73
Other comprehensive income
Unrealized gains on available for sale securities........... 6 81
Foreign currency translation adjustment..................... (43) (2)
----- -----
Comprehensive (loss) income................................. (3) 152
Income tax effect on comprehensive income................... 1 (15)
----- -----
Comprehensive (loss) income, net of tax..................... (2) 137
===== =====
F-40
97
PUBLICIS GROUPE S.A.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
(AMOUNTS IN MILLIONS OF EUROS, EXCEPT PER SHARE DATA)
Certain elements of the consolidated statement of income have been
classified as non-operating expenses although they would have been considered as
operating expenses under U.S. GAAP. The consolidated statement of income
prepared under U.S. GAAP reflecting all of the above reconciling items is
presented as follows:
DECEMBER 31,
--------------
In millions of euros 2000 1999
-------------------- ---- -----
REVENUES.................................................... 1,770 1,042
Salaries and related expenses............................... (991) (576)
Office and general expenses................................. (470) (291)
Depreciation and amortization............................... (124) (51)
Other operating income...................................... -- 14
OPERATING INCOME............................................ 185 138
Interest (expense) income, net.............................. (11) 9
Other income (expense), net................................. (31) 10
----- -----
Income before income taxes.................................. 143 157
Income taxes................................................ (83) (65)
----- -----
Income after income taxes................................... 60 92
Equity in net income of non-consolidated companies.......... 5 2
Minority interests.......................................... (31) (21)
----- -----
NET INCOME.................................................. 34 73
===== =====
F-41
98
PUBLICIS GROUPE S.A.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
(AMOUNTS IN MILLIONS OF EUROS, EXCEPT PER SHARE DATA)
RECONCILIATION OF SHAREHOLDERS' EQUITY TO U.S. GAAP
The following is a reconciliation of shareholders' equity as reported in
the consolidated balance sheet to shareholders' equity as adjusted for the
approximate effects of the application of U.S. GAAP as of December 31, 2000 and
1999:
AS OF
DECEMBER 31,
------------
2000 1999
(IN MILLIONS) E E
------------- ----- ----
Shareholders' equity as reported in the consolidated balance
sheet..................................................... 299 345
Adjustments to conform to U.S. GAAP
Goodwill written-off to equity, gross....................... 54 54
Accumulated amortization on goodwill written-off to
equity.................................................... (9) (8)
Compensation arrangements................................... (4) --
Valuation of marketable securities.......................... 192 186
Accounting for provisions................................... 13 30
Other....................................................... -- 8
----- ---
545 615
Adjustments related to the business combination with Saatchi
& Saatchi:
Saatchi & Saatchi business combinations recorded as a
purchase under U.S. GAAP.................................. 2,016 --
Contingent value rights..................................... (46) --
Stock options -- Saatchi & Saatchi.......................... 152 --
----- ---
Total adjustments -- Saatchi & Saatchi...................... 2,122 --
Tax effect of above adjustments............................. (45) (35)
----- ---
Shareholders' equity as adjusted for U.S. GAAP.............. 2,622 580
===== ===
RECENT ACCOUNTING PRONOUNCEMENTS
Derivatives
In June 1998, the Financial Accounting Standards Board ("FASB") issued
Statement of Financial Accounting Standards No. 133, Accounting for Derivative
Instruments and Hedging Activities. The standard, as amended by Statement of
Financial Accounting Standards No. 137, Accounting for Derivative Instruments
and Hedging Activities -- Deferral of the Effective Date of FASB Statement No.
133, an amendment of FASB Statement No. 133, and Statement of Financial
Accounting Standards No. 138, Accounting for Certain Derivative Instruments and
Certain Hedging Activities, an amendment of FASB Statement No. 133 (referred to
hereafter as "FAS 133"), is effective for all fiscal quarters of all fiscal
years beginning after June 15, 2000 (January 1, 2001 for the Company). FAS 133
requires that all derivative instruments be recorded on the balance sheet at
their fair value. Changes in the fair value of derivatives are recorded each
period in current earnings or in other comprehensive income, depending on
whether a derivative is designated as part of a hedging relationship and, if it
is, depending on the type of hedging relationship.
The Company will adopt FAS 133 on January 1, 2001. As the use of derivative
financial instruments by the Company is limited, the impact of the adoption of
FAS 133 on the consolidated financial statements of the Company is not expected
to be material.
F-42
99
PUBLICIS GROUPE S.A.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
(AMOUNTS IN MILLIONS OF EUROS, EXCEPT PER SHARE DATA)
OTHER U.S. GAAP DISCLOSURES
Consolidated statement of cash flows
The consolidated statement of cash flows prepared under French GAAP
presents substantially the same information as that required under U.S. GAAP but
they differ with regard to the classification of items within them and as
regards the definition of net cash under French GAAP and cash and cash
equivalents under U.S. GAAP.
A reconciliation of cash under French GAAP to cash and cash equivalents
under U.S. GAAP is presented as follows:
DECEMBER 31,
------------
2000 1999
(IN MILLIONS) E E
------------- ---- ----
Net cash under French GAAP.................................. 263 137
Less: Marketable securities................................. (100) (76)
Add: Bank overdrafts........................................ 266 212
---- ----
Cash and cash equivalents under U.S. GAAP................... 429 273
==== ====
The cash flows under U.S. GAAP can be summarized as follows:
DECEMBER 31,
------------
2000 1999
(IN MILLIONS) E E
------------- ---- ----
Cash provided by operating activities....................... 204 178
Cash used in investing activities........................... (679) (151)
Cash provided by financing activities....................... 626 20
Effect of exchange rate changes on cash and cash
equivalents............................................... 5 --
---- ----
Increase in cash and cash equivalents....................... 156 47
Cash and cash equivalents at beginning of year.............. 273 226
---- ----
Cash and cash equivalents at end of year.................... 429 273
==== ====
A breakdown of the change in net working capital requirements is as
follows:
DECEMBER 31,
------------
2000 1999
(IN MILLIONS) E E
------------- ---- ----
Changes in operating assets and liabilities:
Accounts receivable and other receivables................... (217) (324)
Inventory and costs billable to clients..................... 4 1
Accounts payable and other current liabilities.............. 194 369
---- ----
Change in working capital requirements...................... (19) 46
==== ====
F-43
100
PUBLICIS GROUPE S.A.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
(AMOUNTS IN MILLIONS OF EUROS, EXCEPT PER SHARE DATA)
Supplemental cash flow information for the years ended December 31, 2000
and 1999 is as follows:
DECEMBER 31,
------------
2000 1999
(in millions) E E
------------- ---- ----
Interest paid............................................... 1 9
Income taxes paid........................................... 53 30
Use of estimates
The preparation of the consolidated financial statements in conformity with
generally accepted accounting principles requires management to make estimates
and assumptions that affect the reported amounts of assets and liabilities,
disclosure of contingent liabilities at the date of the financial statements and
the reported amounts of revenues and expenses during the reporting period.
Actual results could differ from those estimates.
Concentration of credit risk
Credit limits, ongoing credit evaluation and account monitoring procedures
are utilized to minimize the risk of loss. Collateral is generally not required.
Expected losses are provided for currently and actual losses have been within
management's expectations.
Acquisitions
In September 2000, Publicis acquired 100% of the outstanding shares of
Saatchi & Saatchi plc, a UK company specialized in multinational advertising and
marketing services. For U.S. GAAP purposes, this acquisition has been treated as
a purchase. Saatchi & Saatchi has been fully consolidated since September 8,
2000.
Total consideration paid in stock for Saatchi & Saatchi amounted to E1,883
million (43,889,149 shares), resulting in additional goodwill of E1,442 million
which will be amortized under the straight-line method over 40 years. The
components of the purchase price and preliminary allocations are as follows:
(E millions)
------------
Consideration and acquisition costs:
Stock exchanged for Saatchi & Saatchi stock................. 1,883
Fair value of options exchanged............................. 152
Fair value of contingent value rights....................... 50
Acquisition costs........................................... 11
-----
2,096
=====
(E millions)
------------
Preliminary allocation of purchase price:
Property and equipment...................................... 12
Acquired intangibles........................................ 1,401
Goodwill.................................................... 1,442
Net liabilities assumed and other........................... (759)
-----
2,096
=====
F-44
101
PUBLICIS GROUPE S.A.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
(AMOUNTS IN MILLIONS OF EUROS, EXCEPT PER SHARE DATA)
Purchase accounting for the acquisition of Saatchi & Saatchi is still being
finalized as of December 31, 2000, as the Company is awaiting information
concerning former Saatchi & Saatchi loss carryforwards.
In January 2000, Publicis acquired 100% of Frankel and Company, an
independent American agency specialized in marketing services. This acquisition
was accounted for as a purchase. Frankel has been fully consolidated since
January, 2000 and goodwill resulting from this acquisition is amortized using
the straight-line method over 40 years.
In February 2000, the Company acquired 100% of Fallon, an independent
agency in the United States. This transaction was accounted for as a purchase
and Fallon has been fully consolidated since February 2000 and Goodwill
resulting from this acquisition is amortized using the straight-line method over
40 years.
The Group acquired 100% of Nelson Communications, an American company
specialized in advertising communications for the health industry. This
transaction was financed in part by an exchange of stock (6.7 million shares).
Nelson has been fully consolidated since November 2000 and goodwill resulting
from this acquisition is amortized using the straight-line method over 40 years.
In addition to the above acquisitions, Publicis completed more than 10
small and medium-size purchase business combinations in the United States,
Europe and Latin America, in general advertising and marketing services. Total
consideration for these acquisitions in 2000 amounted to approximately E677
million.
During 1999, Publicis completed more than 15 small and medium-size purchase
business combinations in the United States, Europe, the Asia/Pacific region and
Latin America, in general advertising and marketing services, for a total
consideration of E 85 million in cash.
Pro-forma information regarding the Saatchi & Saatchi acquisition
The following pro forma information for the years ended December 31, 2000
and 1999 presents the effect of the acquisition of Saatchi & Saatchi, the most
significant acquisition of Publicis, as if it had occurred as of the beginning
of the respective period. The pro forma financial information is based on the
historical financial statements of Publicis and Saatchi & Saatchi.
FRENCH GAAP U.S. GAAP
YEAR ENDED YEAR ENDED
DECEMBER 31, DECEMBER 31,
------------- -------------
2000 1999 2000 1999
(in millions, except per share data) E E E E
------------------------------------ ----- ----- ----- -----
(UNAUDITED) (UNAUDITED)
Pro forma Revenues................................ 2,231 1,687 2,231 1,687
Pro forma Group Net income........................ 157 121 12 43
Pro forma Basic earnings per share................ E1.16 E0.94 E0.09 E0.33
Pro forma diluted earnings per share.............. E1.13 E0.91 E0.09 E0.32
Restructuring charges
The Company has accrued liabilities for restructuring charges to be
incurred related to the Saatchi & Saatchi acquisition. The liabilities relate
primarily to the acquisition of Saatchi & Saatchi consummated in September 2000.
The Company began to formulate a restructuring plan at the acquisition date
which included the closing of the Saatchi & Saatchi headquarters in London and
New York, the closing of Saatchi & Saatchi offices in certain locations and the
consolidation of Saatchi & Saatchi and Publicis facilities in other locations.
Costs included in the restructuring liabilities consist primarily of involuntary
termination benefits for former Saatchi & Saatchi employees and relocation
costs.
F-45
102
PUBLICIS GROUPE S.A.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
(AMOUNTS IN MILLIONS OF EUROS, EXCEPT PER SHARE DATA)
Long-term debt
Future minimum payments as of December 31, 2000, on long-term debt,
excluding capital leases, are as follows:
AMOUNT
(IN MILLIONS
YEAR OF E)
---- ------------
2001........................................................ 450
2002........................................................ 75
2003........................................................ 48
2004........................................................ 36
2005........................................................ 21
Thereafter.................................................. --
----
Less: Current maturities.................................... (450)
----
180
====
Shareholders' equity
Publicis' capital stock consists of 138,219,819 and 94,259,960 ordinary
shares issued and outstanding at December 31, 2000 and 1999, respectively with a
par value of E0.40. This amount includes shares held in treasury of 4,181,920 at
and 871,309 at December 31, 2000 and 1999.
At the Extraordinary General Meeting of Shareholders on August 29, 2000,
the shareholders approved a 10-for-1 stock split. The number of shares
outstanding at December 31, 1999 and 1998 has been adjusted to reflect this
stock split.
Employee stock option plans
The Company grants stock options through employee stock option plans. Under
the 1987 and 1991 stock option plans, options are granted for a fixed number of
shares to employees with an exercise price equal to 80% of the fair value of the
shares at the date of grant. Under the plans, the options vest immediately and
expire 10 years after the date of grant. Under the 2000 stock option plan,
options are granted for a fixed number of shares to employees with an exercise
price equal to the fair value of the shares at the date of grant. Under this
plan, the options vest ratably over a three-year period and expire five years
after the date of grant.
Under the former Publicis Communication stock option plan, options are
granted for a fixed number of shares to employees with an exercise price equal
to the fair value of the shares at the date of grant. Under this plan, the
options vest immediately and expire 10 years after the date of grant.
As a result of the merger of Publicis Communication into Publicis S.A. on
December 11, 1998, Publicis S.A. took over 623,970 stock options authorized and
granted by Publicis Communication and converted them into 935,960 stock options
to purchase shares of Publicis S.A.
F-46
103
PUBLICIS GROUPE S.A.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
(AMOUNTS IN MILLIONS OF EUROS, EXCEPT PER SHARE DATA)
A summary of the status of the Company's stock option plans as of December
31, 2000, 1999 and 1998 and changes for the three years then ended, is presented
below (reflects 10 to 1 stock split occurring on August 29, 2000):
2000 1999 1998
------------------- ---------------------- ---------------------
WEIGHTED- WEIGHTED- WEIGHTED-
AVERAGE AVERAGE AVERAGE
EXERCISE EXERCISE EXERCISE
SHARES PRICE SHARES PRICE SHARES PRICE
------- --------- ---------- --------- --------- ---------
1987 PLAN
Outstanding at beginning of year... -- -- 907,200 E3.48 1,104,820 E3.48
Granted............................ -- -- -- -- -- --
Exercised.......................... -- -- (907,200) E3.48 (197,620) E3.44
Forfeited.......................... -- -- -- -- -- --
Expired............................ -- -- -- -- -- --
------- ------ ---------- ----- --------- -----
Outstanding at end of year......... -- -- -- -- 907,200 E3.48
======= ====== ========== ===== ========= =====
Options exercisable at year-end.... -- -- -- -- 907,200 E3.48
Weighted-average fair value of
options granted during the
year............................. -- -- --
1991 PLAN
Outstanding at beginning of year... -- -- 3,432,000 E2.83 3,669,600 E2.82
Granted............................ -- -- -- -- -- --
Exercised.......................... -- -- (3,432,000) E2.83 (237,600) E2.65
Forfeited.......................... -- -- -- -- -- --
Expired............................ -- -- -- -- -- --
------- ------ ---------- ----- --------- -----
Outstanding at end of year......... -- -- -- -- 3,432,000 E2.83
======= ====== ========== ===== ========= =====
Options exercisable at year-end.... -- -- -- -- 3,432,000 E2.83
Weighted-average fair value of
options granted during the
year............................. -- -- --
2000 PLAN
Outstanding at beginning of year... -- -- -- -- -- --
Granted............................ 100,000 E43.55 -- -- -- --
Exercised.......................... -- -- -- -- -- --
Forfeited.......................... -- -- -- -- -- --
Expired............................ -- -- -- -- -- --
------- ------ ---------- ----- --------- -----
Outstanding at end of year......... 100,000 E43.55 -- -- -- --
======= ====== ========== ===== ========= =====
Options exercisable at year-end.... -- -- -- -- -- --
Weighted-average fair value of
options granted during the
year............................. E43.55 -- --
F-47
104
PUBLICIS GROUPE S.A.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
(AMOUNTS IN MILLIONS OF EUROS, EXCEPT PER SHARE DATA)
As described earlier, stock options related to the Publicis Communication
stock option plan were converted into Publicis S.A. stock options upon the
merger of Publicis Communication into Publicis S.A. on December 11, 1998. A
summary of the activity for this plan is presented below:
2000 1999 1998
------------------- -------------------- -------------------
WEIGHTED- WEIGHTED- WEIGHTED-
AVERAGE AVERAGE AVERAGE
EXERCISE EXERCISE EXERCISE
SHARES PRICE SHARES PRICE SHARES PRICE
------- --------- -------- --------- ------- ---------
FORMER PUBLICIS COMMUNICATION PLAN
Outstanding at beginning of year...... 797,310 E8.02 935,960 E7.76 -- --
Granted............................... -- -- -- -- -- --
Exercised............................. (70,710) E6.34 (138,650) E6.38 -- --
Forfeited............................. -- -- -- -- -- --
Expired............................... -- -- -- -- -- --
Converted from Publicis Communication
Plan................................ -- -- -- -- 935,960 E7.76
------- ----- -------- ----- ------- -----
Outstanding at end of year............ 726,600 E8.14 797,310 E8.02 935,960 E7.76
======= ===== ======== ===== ======= =====
Options exercisable at year-end....... 726,600 E8.14 797,310 E8.02 935,960 E7.76
Weighted-average fair value of options
granted during the year............. -- -- --
1998
--------------------
WEIGHTED-
AVERAGE
EXERCISE
SHARES PRICE
-------- ---------
PUBLICIS COMMUNICATION PLAN
Outstanding at beginning of year............................ 556,240 E13.39
Granted..................................................... 265,000 E13.84
Exercised................................................... (146,820) E10.39
Forfeited................................................... -- --
Expired..................................................... (50,450) E13.39
Converted to Publicis S.A................................... (623,970) E11.64
-------- ------
Outstanding at end of year.................................. -- --
======== ======
Options exercisable at year-end............................. -- --
Weighted-average fair value of options granted during the
year...................................................... E14.97
Former Saatchi & Saatchi Plans
Several stock option plans were put in place by Saatchi & Saatchi prior to
the acquisition. These plans involve several plan execution criteria for the
grant of options. At the time of the merger with Publicis Groupe S.A., these
plans were simplified and the maximum number of options that could be granted
were granted.
Two types of options remain:
- those to be issued in connection with the Equity Participation Plan
("EPP") and for which the exercise price was paid at the grant date. No
additional payment will be made at the date of exercise of the options,
F-48
105
PUBLICIS GROUPE S.A.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
(AMOUNTS IN MILLIONS OF EUROS, EXCEPT PER SHARE DATA)
- those to be issued related to other plans and for which the exercise
price must be paid at the date of exercise of the options.
In these two cases, the beneficiaries will receive Saatchi & Saatchi shares
upon exercise of their options. These shares will be exchanged for new shares of
Publicis Groupe S.A. based on a rate of 18.252 Publicis Groupe S.A. shares for
100 Saatchi & Saatchi shares (or the ratio applied at the time of the public
exchange offer).
The number of options that can be exercised under the two plans, converted
for simplification purposes into Publicis shares at a rate of 0.18252 is as
follows:
2000
----------------------------
WEIGHTED-
AVERAGE
EXERCISE
SHARES PRICE
---------- --------------
EQUITY PARTICIPATION PLAN
Outstanding at acquisition date.................... 2,044,928 --
Granted............................................ -- --
Exercised.......................................... (1,344,435) --
Forfeited.......................................... -- --
Expired............................................ -- --
---------- ------
Outstanding at end of year......................... 700,493 --
========== ======
Options exercisable at year-end.................... 601,932 --
OTHER PLANS
Outstanding at acquisition date.................... 2,208,579 E11.08
Granted............................................ -- --
Exercised.......................................... (1,307,824) E11.17
Forfeited.......................................... (5,475) E11.17
Expired............................................ -- --
---------- ------
Outstanding at end of year......................... 895,280 E10.87
========== ======
Options exercisable at year-end.................... 649,335 E10.87
The following information applies to options outstanding and exercisable at
December 31, 2000:
OUTSTANDING AND EXERCISABLE
------------------------------------------------------------------
WEIGHTED-AVERAGE
REMAINING LIFE WEIGHTED-AVERAGE
OUTSTANDING EXERCISABLE IN YEARS EXERCISE PRICE
----------- ----------- ---------------- ----------------
Former Publicis Communication Plan... 726,600 726,600 6.75 E 8.14
2000 Plan............................ 100,000 -- 5.00 E43.55
Former Saatchi & Saatchi Plans....... 1,595,773 1,251,267 4.00 E10.87
--------- --------- ---- ------
Total................................ 2,422,373 1,977,867 4.75 E11.33
========= ========= ==== ======
The Company accounts for stock option grants in accordance with APB Opinion
No. 25, "Accounting for Stock Issued to Employees", and related interpretations,
and provides the disclosures required under SFAS No. 123, "Accounting for
Stock-Based Compensation".
F-49
106
PUBLICIS GROUPE S.A.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
(AMOUNTS IN MILLIONS OF EUROS, EXCEPT PER SHARE DATA)
In accordance with SFAS No. 123, "Accounting for Stock-Based Compensation",
the Company elected to continue to account for stock-based compensation using
the "intrinsic value" method under the guidelines of APB Opinion No. 25,
"Accounting for Stock Issued to Employees" as opposed to the "fair value" method
contained in SFAS 123. For the Publicis plans, under APB No. 25, no compensation
expense has been recognized for the years ended December 31, 2000, 1999 or 1998
because the stock options were either fully vested prior to these periods, or
the exercise price of options granted in these periods is equal to the market
value at the date of grant. Concerning the former Saatchi & Saatchi plans, E 3
million of stock compensation expense was recognized for U.S. GAAP purposes for
the year ended December 31, 2000 representing stock compensation expense on
unvested options.
If the Company had elected to recognize compensation expense based upon the
fair value at the grant date for options granted under these plans to key
employees, consistent with the methodology prescribed by SFAS 123, the Company's
pro forma net earnings and earnings per common share would be as follows:
In millions of euros (except per share data) 2000 1999
-------------------------------------------- ----- -----
Net earnings -- U.S. GAAP
As reported............................................... 34 73
Pro forma................................................. 34 73
Basic earnings per common share
As reported............................................... E0.31 E0.84
Pro forma................................................. E0.31 E0.84
Diluted earnings per common share
As reported............................................... E0.31 E0.83
Pro forma................................................. E0.31 E0.83
The fair value of options was estimated at the date of grant using the
Black-Scholes option-pricing model with the following weighted-average
assumptions for 2000 and 1999: dividend yields of zero for all years; expected
volatility of 42.7% for 2000 and 42.4% for 1999; risk-free interest rate of 4.5%
for all years; and expected term of 5 years for 2000 and 7 years for 1999.
The effects of applying SFAS 123 for pro forma disclosures are not likely
to be representative of the effects on reported net income in future years.
Income taxes
The income tax disclosures required for French GAAP are included in Note 16
to the financial statements. Additional information required for U.S. GAAP
purposes is as follows:
DECEMBER 31,
--------------------
In millions of euros 2000 1999 1998
-------------------- ---- ---- ----
Net income before taxes and minority interests:
France........................................ 97 57 35
Foreign....................................... 154 103 79
--- --- ---
Total......................................... 251 160 114
=== === ===
Income tax expense:
France........................................ 26 22 14
Foreign....................................... 66 43 33
--- --- ---
Total......................................... 92 65 47
=== === ===
F-50
107
PUBLICIS GROUPE S.A.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
(AMOUNTS IN MILLIONS OF EUROS, EXCEPT PER SHARE DATA)
The effective tax rate for 1999 is as follows:
IN MILLIONS OF EUROS 1999
-------------------- -----
Income of consolidated companies before taxes, exceptional
items and amortization of goodwill........................ 165
Statutory tax rate.......................................... 36.67%
EXPECTED TAX EXPENSE........................................ (60)
Impact of:
- utilization of deferred tax assets on operating
losses............................................... 2
- permanent differences................................ (4)
- other................................................ (3)
-----
Income taxes recorded in the income statement............... (65)
=====
Effective tax rate.......................................... 39%
SOURCES OF DEFERRED TAXES
DECEMBER 31,
IN MILLIONS OF EUROS 1999
-------------------- ------------
Deferred tax assets resulting from temporary
differences........................................... 6
Deferred tax assets resulting from operating loss
carryforwards......................................... 10
Valuation allowance on deferred tax assets.............. (9)
--
TOTAL DEFERRED TAX ASSETS............................... 7
--
Deferred tax liabilities resulting from temporary
differences........................................... (1)
TOTAL DEFERRED TAX LIABILITIES.......................... (1)
--
DEFERRED TAX ASSETS (LIABILITIES), NET.................. 6
==
The valuation allowance on deferred tax assets at December 31, 2000
amounted to euros 9 million.
Expiration dates of net operating loss carryforwards
At December 31, 2000, the Group had approximately E24 million of operating
loss carryforwards that will expire between 2001 and 2006.
In connection with the business combination with Saatchi & Saatchi,
Publicis acquired approximately E503 million in net operating loss carryforwards
related to former Saatchi & Saatchi operations. These net operating loss
carryforwards expire between 2001 and 2011. In the French financial statements,
deferred taxes were not recognized related to these carryforwards due to the
uncertainty of their recoverability. For U.S. GAAP purposes, deferred tax assets
have been recorded and a 100% valuation allowance has been provided because at
December 31, 2000, the recoverability of the deferred tax assets was not
considered to satisfy the applicable "more likely than not" standard.
Pensions and other benefit plans
Employee benefit plans consist principally of defined contribution plans
and multi-employer pension plans primarily in the United States and the UK. The
Group's contributions under defined contribution plans, which are principally
based on a percentage of employee annual base compensation and are charged to
expense as incurred, amounted to approximately E 4 million and E 3 million for
the years ended December 31, 2000 and 1999, respectively.
F-51
108
PUBLICIS GROUPE S.A.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
(AMOUNTS IN MILLIONS OF EUROS, EXCEPT PER SHARE DATA)
Publicis participates in a multi-employer pension plan in the United
Kingdom. Contributions to this plan for the year ended December 31, 2000
amounted to E 1.1 million. In addition, through its acquisition of Saatchi &
Saatchi, the Company participates in a multiemployer pension plan with Cordiant
called the Cordiant Group Pension Scheme. Contributions to this plan for the
12-month period ended December 31, 2000 were E 463,000. Following the
acquisition of Saatchi & Saatchi, the Company has requested an actuarial
valuation which sectionalizes the assets and liabilities of the plan between
Saatchi & Saatchi and the Cordiant Group. This actuarial valuation is currently
in progress.
Earnings per share
Basic earnings per share is computed on the basis of the weighted-average
number of shares issued after deduction of the weighted average number of shares
of treasury stock.
Diluted earnings per share take into account share equivalents having a
dilutive effect. Potentially dilutive common shares consist of stock options to
employees. The dilutive effect of stock options is calculated using the treasury
stock method.
The following table sets forth the computation of basic and diluted
earnings from continuing operations per common share in accordance with
accounting principles generally accepted in France (in millions, except share
and per share amounts):
IN MILLIONS (EXCEPT PER SHARE DATA) 2000 1999
----------------------------------- ----- -----
Numerator:
Earnings from continuing operations....................... E 128 E 74
Denominator:*
Denominator for basic earnings per share -- weighted
average shares......................................... 108 87
Potential dilutive common shares -- employee stock
options................................................ 3 1
----- -----
Denominator for diluted earnings per share -- adjusted
weighted average shares and assumed conversions........... 111 88
----- -----
Basic earnings from continuing operations per common
share..................................................... E1.18 E0.85
----- -----
Earnings (loss) from continuing operations per common
share -- assuming dilution................................ E1.15 E0.84
----- -----
---------------
* Reflects 10 for 1 stock split occurring on August 29, 2000.
Leases
The Company leases certain premises and equipment under both capital and
operating leases. Property leases typically provide for renewal options. The
following is a schedule of future minimum lease payments for capital and
operating leases in effect at December 31, 2000.
F-52
109
PUBLICIS GROUPE S.A.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
(AMOUNTS IN MILLIONS OF EUROS, EXCEPT PER SHARE DATA)
CAPITAL OPERATING
YEARS ENDING DECEMBER 31, LEASES LEASES
------------------------- ------- ---------
2001...................................................... 1 86
2002...................................................... 1 83
2003...................................................... 1 83
2004...................................................... 1 78
2005...................................................... 1 74
Thereafter................................................ 2 392
-- ---
Total minimum lease payments.............................. 7 796
===
Less: Amount representing interest........................ (2)
--
Total obligation under capital leases..................... 5
Less: Current portion..................................... (1)
--
Long-term portion......................................... 4
==
Property, plant and equipment at year-end include the following amounts for
capitalized leases:
(E millions) 2000 1999
------------ ---- ----
Buildings................................................... 8 8
Less allowances for depreciation............................ (2) (2)
Net rental expense for operating leases was E 85.2 million and E 27.3
million for the years ended December 31, 2000 and 1999, respectively.
Marketable securities
Marketable securities consist primarily of money market funds, mutual funds
and certificates of deposit and are classified by the Group as available for
sale. Unrealized gains on marketable securities for the years ended December 31,
2000 and 1999 amounted to E 0.6 million and E 0.4 million, respectively.
Gross purchases of marketable securities amounted to approximately E 940
million and E 1,314 million and sales of marketable securities amounted to
approximately E 937 million and E 1,273 million for the years ended December 31,
2000 and 1999, respectively. Net realized gains on sales of marketable
securities amounted to E 2.0 million and E 1.6 million for the years ended
December 31, 2000 and 1999, respectively.
Fair value of financial instruments
The following table presents the carrying amounts and estimated fair values
of the Company's financial instruments at December 31, 2000 and 1999. Amounts in
parentheses represent liabilities:
2000 1999
----------------- -----------------
E in millions E in millions
----------------- -----------------
CARRYING FAIR CARRYING FAIR
AMOUNT VALUE AMOUNT VALUE
-------- ----- -------- -----
Cash, cash equivalents and marketable securities........... 743 743 557 557
Investments................................................ 60 60 28 28
Long-term debt............................................. 180 180 -- --
Financial commitments:
Contingent value rights.................................. 96 96 -- --
F-53
110
PUBLICIS GROUPE S.A.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
(AMOUNTS IN MILLIONS OF EUROS, EXCEPT PER SHARE DATA)
The following methods and assumptions were used to estimate the fair value
of each class of financial instruments for which it is practicable to estimate
that value:
Cash, cash equivalents and marketable securities
The carrying values of cash, cash equivalents and marketable securities
approximate fair value due to the relatively short maturity of these instruments
(between three months and one year).
Investments available for sale
Investments consist of available-for-sale securities, primarily those that
are publicly traded. The investments are carried at market value and the
unrealized gains and losses on these securities are included in shareholders'
equity. For the years ended December 31, 2000 and 1999, unrealized gains of E
156 million and E 151 million, net of tax, have been recorded in shareholders'
equity.
Other investments
Other long-term investments are carried at cost, which approximates
estimated fair value.
Long-term debt
The Company's long-term debt consists primarily of floating rate debt, the
carrying value of which approximates fair value.
Financial commitments
Contingent value rights are publicly traded. The liability related to these
rights is carried at market value and changes in the market value are recorded
in earnings.
Goodwill
Under U.S. GAAP, the Group provides for intangible assets if undiscounted
estimated future cash flows are not sufficient to recover the recorded amount.
If a provision is necessary, the Group would write down the value of the
intangible assets to the value of the discounted future cash flows and also
evaluate the remaining estimated useful life of the assets as appropriate.
In 2000 and 1999, the Company recorded impairment charges on goodwill
relating to certain subsidiaries. The impairment charges amounted to Euros 3
million and 4 million for the years ended December 31, 2000 and 1999,
respectively and were calculated based on the value of the discounted future
cash flows of the subsidiaries. The impairment charges are included in
depreciation and amortization in the consolidated income statements.
F-54
111
ITEM 19: EXHIBITS
The following exhibits are included herein:
EXHIBIT
NUMBER DESCRIPTION
------- -----------
1 Statuts (bylaws) of Publicis Groupe S.A. (unofficial English
translation).
8 List of Subsidiaries. See note 28 to our financial
statements.
112
SIGNATURES
The registrant hereby certifies that it meets all of the requirements for
filing on Form 20-F and that it has duly caused and authorized the undersigned
to sign this annual report on its behalf.
PUBLICIS GROUPE S.A.
By: /s/ MAURICE LEVY
------------------------------------
Name: Maurice Levy
Title: Chairman of the Management
Board
Dated: July 13, 2001