8-K

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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

Form 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): November 6, 2002

TMP Worldwide Inc.
(Exact name of issuer as specified in its charter)

Delaware (State or other jurisdiction of incorporation)	0-21571 (Commission File Number)	13-3906555 (I.R.S. Employer Identification No.)
622 Third Avenue New York, NY 10017 (Address of Principal Executive Offices) (Zip Code)

Registrant's telephone number, including area code (212) 351-7000

None.
(Former address, if changed since last report.)

ITEM 5. OTHER EVENTS.

        On November 6, 2002, TMP Worldwide Inc. (the "Company") announced its results of operations for the nine months ended September 30, 2002.

ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS.

(a)

Financial Statements.

None.

(b)

Pro Forma Financial Information.

None.

(c)

Exhibits



99.1.

     Press Release of the Company issued on November 6, 2002 relating to the Company's third quarter earnings.

(All other items on this report are inapplicable.)

SIGNATURES

        Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this Report to be signed on its behalf by the undersigned hereunto duly authorized.

TMP WORLDWIDE INC. (REGISTRANT)
By:	/s/  MICHAEL SILECK Michael Sileck Chief Financial Officer

Dated: November 7, 2002

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ITEM 5. OTHER EVENTS.
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS.

SIGNATURES

EX-99.1

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Exhibit 99.1

For Immediate Release	Contact:	Christian Harper Weber Shandwick (212) 445-8135 charper@webershandwick.com
		David Rosa TMP Worldwide (212) 351-7067 david.rosa@tmp.com

TMP Worldwide Announces Third Quarter 2002 Results

Q3 Highlights

•

Adjusted Diluted EPS of $0.14

•

Adjusted Quarterly Operating Expenses Declined 10%

•

GAAP Diluted EPS of $0.12

•

Third Quarter Cash Flow from Operations of $29.9 Million

•

Net Cash Position $181.8 Million

•

Repurchased 927,000 Shares

New York, November 6, 2002—TMP Worldwide Inc. (NASDAQ: TMPW), the world's leading supplier of human capital solutions, including the pre-eminent Internet career portal Monster®, today announced adjusted diluted earnings per share of $0.14 for the third quarter ended September 30, 2002, compared with $0.40 for the third quarter of 2001. On a GAAP (Generally Accepted Accounting Principles) basis, TMP reported net income of $0.12 per diluted share, compared to net income of $0.23 per diluted share in the third quarter of 2001.

        Total commissions and fees declined by 21% to $284.0 million for the third quarter of 2002 from $361.2 million in the third quarter of 2001, primarily as a result of the global slowdown in employment. Total Interactive commissions and fees were $128.3 million for the third quarter, down 26% from the $174.3 million reported for the prior year period.

        Quarter versus quarter comparative results for TMP Worldwide, are as follows (dollar amounts in thousands, except per share amounts):

Operating Highlights	3Q'02			3Q'01(4)			% Change
Total Commissions & Fees	$	284,024		$	361,173		-21	%
Interactive Commission & Fees	$	128,252		$	174,319		-26	%
Adjusted Operating Expenses(1)	$	263,165		$	293,933		-10	%
Adjusted Operating Income(1)	$	20,859		$	67,240		-69	%
Adjusted Operating Margin(1)		7.3	%		18.6	%	-61	%
Adjusted EBITDA(1)	$	36,066		$	80,989		-55	%
Adjusted Net Income(2)	$	15,434		$	45,441		-66	%
Adjusted Diluted EPS(3)	$	0.14		$	0.40		-65	%
Diluted Weighted Avg. Shares		112,076			113,665		-1	%

        The adjusted operating expenses, operating income, operating margin, EBITDA, net income and diluted EPS amounts reflect adjustments made to exclude business reorganization and other special charges, merger and integration costs, the elimination of goodwill amortization in the prior year period and the tax benefits thereon.

        "Despite the continuation of adverse business conditions in some of our key markets, we're pleased to report adjusted EPS of $0.14," said Andrew J. McKelvey, Chairman and CEO of TMP Worldwide. "While Monster North America and our Directional Marketing division performed well, our staffing and search businesses were adversely affected by the prolonged slow down in economic activity and sluggish European markets. Moving forward, we will continue to right-size our business, and believe that the planned spin-off of our eResourcing and Executive Search units into a separate company will allow both organizations to more clearly focus and capitalize on their core competencies and markets. These plans also will create more opportunities for Monster to attract new clients and establish stronger partnerships with existing clients in the extremely important staffing industry."

        "Additionally, our newly appointed Chief Operating Officer Bill Pastore brings a wealth of operations and organizational experience as well as a proven track record. Bill's expertise will enable us to continue our efforts at bringing increased efficiencies and lower operational costs throughout our global organization," added Mr. McKelvey.

Third Quarter Business Review

        The following tables include quarter versus quarter comparative results for TMP Worldwide's commissions and fees, percentage of Interactive commissions and fees, adjusted operating income (loss) and adjusted operating margin by operating division. During the quarter, the Company further streamlined its operating divisions and integrated the operations of Monstermoving into Directional Marketing, thereby strengthening the relationship between the business and its client base. (Dollar amounts in thousands).

	For The Three Months Ended September 30, 2002
Segment Data	Monster			Advertising & Communications			Directional Marketing			eResourcing			Executive Search			Total
Total Commissions & Fees	$	103,169		$	42,166		$	34,137		$	88,590		$	15,962		$	284,024
% Interactive Commissions & Fees		100.0	%		18.0	%		15.2	%		13.7	%		1.0	%		45.2	%
Adjusted Operating Income (Loss)(1)	$	14,144		$	1,894		$	10,843		$	(6,043	)	$	21		$	20,859
Adjusted Operating Margin(1)		13.7	%		4.5	%		31.8	%		-6.8	%		0.1	%		7.3	%

	For The Three Months Ended September 30, 2001
Segment Data	Monster			Advertising & Communications			Directional Marketing			eResourcing			Executive Search			Total
Total Commissions & Fees	$	144,800		$	50,813		$	34,746		$	107,853		$	22,961		$	361,173
% Interactive Commissions & Fees		100.0	%		4.9	%		17.0	%		19.6	%		0.0	%		48.3	%
Adjusted Operating Income (Loss)(1)	$	52,057		$	3,340		$	3,810		$	7,694		$	339		$	67,240
Adjusted Operating Margin(1)		36.0	%		6.6	%		11.0	%		7.1	%		1.5	%		18.6	%

		For The Three Months Ended September 30, 2002 compared with 2001
Comparative Segment Data		Monster			Advertising & Communications			Directional Marketing			eResourcing			Executive Search			Total
Total Commissions & Fees		$	(41,631	)	$	(8,647	)	$	(609	)	$	(19,263	)	$	(6,999	)	$	(77,149	)
Adj. Operating Income (Loss)(1)		$	(37,913	)	$	(1,446	)	$	7,033		$	(13,737	)	$	(318	)	$	(46,381	)
% Change:
•	Commissions & Fees		-28.8	%		-17.0	%		-1.8	%		-17.9	%		-30.5	%		-21.4	%
•	Adj. Operating Income (Loss)		-72.8	%		-43.3	%		184.6	%		-178.5	%		-93.8	%		-69.0	%

Moving.com Acquisition

        During the quarter, TMP Worldwide's Directional Marketing division acquired Moving.com, one of the largest online marketplaces for relocation services and information. Moving.com is expected to enhance the division's Monstermoving.com product offerings and bolster its presence and position in the online relocation sector. This strategic acquisition brings a new dimension to Monstermoving.com by capturing new traffic and leveraging an intuitive URL. Through the combined resources, consumers will have access to a premier network of relocation related services currently viewed by a total monthly audience of approximately 2.5 million visitors.

Balance Sheet Remains Strong

        In the third quarter of 2002, cash provided by operations was $29.9 million and capital expenditures totaled $14.6 million. In addition, TMP used cash of $9.8 million in the third quarter of 2002 to repurchase 927,000 shares of its own common stock in the open market, at an average price of $10.62 per share, in connection with its five million share buyback program announced in September 2002. Net cash as of September 30, 2002 was $181.8 million, relatively flat when compared with $183.0 million as of June 30, 2002. Days Sales Outstanding ("DSO") was 65 at September 30, 2002, as compared to 66 days at June 30, 2002.

2

Nine Month Results

        Nine month comparative results for TMP Worldwide are as follows (dollar amounts in thousands, except per share amounts):

Operating Highlights	9M 02			9M 01(4)			% Change
Total Commissions & Fees	$	865,800		$	1,121,974		-23	%
Interactive Commissions & fees	$	390,030		$	507,586		-23	%
Adjusted Operating Expenses(1)	$	797,770		$	960,073		-17	%
Adjusted Operating Income(1)	$	68,030		$	161,901		-58	%
Adjusted Operating Margin(1)		7.9	%		14.4	%	-46	%
Adjusted EBITDA(1)	$	112,391		$	200,158		-44	%
Adjusted Net Income(2)	$	46,819		$	111,092		-58	%
Adjusted Diluted EPS(3)	$	0.41		$	0.98		-58	%
Diluted Weighted Avg. Shares		113,103			113,215		0	%

Update on eResourcing and Executive Search Spin-off

        As previously announced, TMP Worldwide plans to spin off its eResourcing and Executive Search business units, in the form of a tax-free dividend to its shareholders. These business units will be combined in a new, publicly traded company. Led by industry veteran Jon Chait as Chief Executive Officer, the new company will have a separate board of directors and will enter the marketplace as one of the world's leading staffing firms.

        Separate unaudited condensed consolidated statements of operating income for the three and nine months ending September 30, 2002 for the businesses that will comprise both the new company ("NewCo.") and the remaining companies ("OldCo."), including allocation of corporate overhead for both, based on TMP's current structure, are included in this press release as supplementary financial information. TMP expects to file a preliminary Registration Statement for the spin-off with the Securities and Exchange Commission in December 2002.

        The spin-off is subject to a number of customary conditions, such as receipt of an opinion that the spin-off will be tax-free for federal income tax purposes and the effectiveness of the registration statement relating to the shares of the new company. The company expects the transaction to be completed in the first quarter of 2003.

Outlook

        Michael Sileck, Chief Financial Officer of TMP Worldwide, commented, "Indicative of the progress we have made right-sizing the business from a cost standpoint, adjusted operating expenses for the quarter were down 10% as compared to a year ago. We will continue to focus on managing our business prudently and believe the proposed spin-off will provide the two companies with both the capital structure and management focus required for long-term growth and success."

        OldCo. expected results are anticipated to be generally consistent with the Company's view of Q4 that was provided on the last quarterly conference call with the exception of Monster Europe revenues, which are anticipated to be flat sequentially. Monster sales for North America are anticipated to grow sequentially in Q4 in part because of a higher available renewal base.

        NewCo. results reflect the continued sluggishness in the labor markets generally and the staffing business specifically. The tables below present guidance for the 2002 fourth quarter for OldCo. and

3

NewCo., by operating division, after allocation of corporate overhead, which will vary post spin-off (dollars in millions, except per share amounts):

OldCo.		Q4' 02*		Operating margins
Monster		$	101.0	11	%
Advertising & Communications			41.1	1	%
Directional Marketing			29.4	2	%
	Total Commissions & Fees	$	171.5	7	%
Adjusted Operating Income(1)		$	12.4
Adjusted EBITDA(1)		$	21.7
Adjusted Diluted EPS**(2)		$	0.08

NewCo.		Q4' 02*			Operating margins
eResourcing		$	85.8		-12	%
Executive Search			15.6		-15	%
	Total Commissions & Fees	$	101.4		-12	%
Adjusted Operating Loss(1)		$	(12.5	)
Adjusted EBITDA(1)		$	(7.6	)
Adjusted Diluted EPS**(2)		$	(0.08	)

*

Expectations

**

EPS amounts are based on current TMP diluted shares outstanding and are not an indication of the shares to be issued in connection with the spin-off. Adjusted diluted EPS for TMP (OldCo. & NewCo.) is anticipated to be zero.

        As a consequence of the proposed spin-off, previously released 2003 outlook scenarios are no longer relevant, and therefore not applicable. The Company intends to provide a further update at its annual Analyst Day conference on December 3, 2002.

About TMP Worldwide

        Founded in 1967, TMP Worldwide Inc., with approximately 9,000 employees in 33 countries, is the online recruitment leader, the world's largest Recruitment Advertising agency network, and one of the world's largest Executive Search & Executive Selection agencies. TMP Worldwide, headquartered in New York, is also the world's largest Yellow Pages advertising agency and a provider of direct marketing services. The Company's clients include more than 90 of the Fortune 100 and more than 490 of the Fortune 500 companies. TMP Worldwide is a member of the S&P 500 Index. More information about TMP Worldwide is available at www.tmp.com.

        Monster, headquartered in Maynard, Mass., is the leading global careers website, recording over 43.4 million unique visits during the month of September 2002 according to independent research conducted by I/PRO. Monster connects the most progressive companies with the most qualified career-minded individuals, offering innovative technology and superior services that give them more control over the recruiting process. The Monster global network consists of local content and language sites in the United States, United Kingdom, Australia, Canada, the Netherlands, Belgium, New Zealand, Singapore, Hong Kong, France, Germany, Ireland, Spain, Luxembourg, India, Italy, Sweden, Norway, Denmark, Switzerland, Finland and Scotland. Monster is the official online career management services sponsor of the 2002 Olympic Games and the 2002 and 2004 U.S. Olympic Teams. More information about Monster is available at www.monster.com or by calling 1-800-MONSTER.

        Condensed consolidated statements of operations for the three and nine months ending September 30, 2002 and 2001 and condensed consolidated balance sheets for September 30, 2002,

4

June 30, 2002 and December 31, 2001 for TMP Worldwide Inc. and subsidiaries follow. For an investment kit, please contact David Rosa at (212) 351-7067 or visit www.tmp.com.

        Third quarter 2002 results will be discussed on TMP Worldwide's quarterly conference call taking place on November 7, 2002. To join the conference call, please dial in on 1-800-633-8620 at 8:20 AM EST. For those outside the United States, please call in on 1-212-346-6395. The call will begin promptly at 8:30 AM E.S.T. Individuals can also access TMP Worldwide's quarterly conference call online through Yahoo! Finance at www.yahoo.com and the investor information section of the Company's website at www.tmp.com. Interactive Metrics for TMP Worldwide and Monster are available at www.monster.com or www.tmp.com.

Endnotes

(1)

Operating expenses, operating income, operating margin and EBITDA have been adjusted to exclude the effects of merger and integration costs, business reorganization and other special charges, and for 2001, goodwill amortization. For the three months ended September 30, 2002 and 2001, merger and integration costs (benefits) were $(0.9) million and $20.2 million, respectively. Business reorganization and other special charges was $2.6 million for the three months ended September 30, 2002. Goodwill amortization for the September 2001 quarter was $6.8 million. For the nine months ended September 30, 2002 and 2001, merger and integration costs were $10.7 million and $61.9 million, respectively. Business reorganization and other special charges was $117.0 million for the nine months ended September 30, 2002. Goodwill amortization was $17.6 million for the nine months ended September 30, 2001.

(2)

Net income and diluted earnings per share have been adjusted to exclude the after-tax effects of the cumulative effect of the change in accounting principle, merger and integration costs and business reorganization and other special charges. 2001 amounts also exclude the amortization of goodwill. The after-tax cumulative effect of the change in accounting principle was $428.4 million for the nine months ended September 30, 2002. The after-tax merger and integration costs (benefits) were $(0.7) million and $14.0 million for the three months ended September 30, 2002 and 2001, respectively. The after-tax business reorganization and other special charges was $2.1 million for the three months ended September 30, 2002. The after-tax merger and integration costs for the nine months ended September 30, 2002 and 2001 were $7.9 million and $44.8 million, respectively. The after-tax business reorganization and other special charges was $94.4 million for the nine months ended September 30, 2002. The after-tax amount of goodwill amortization for the three and nine months ended September 30, 2001 was $5.9 million and $15.1million, respectively.

(3)

Net income applicable to common and Class B shareholders after excluding the cumulative effect of change in accounting principle, merger and integration costs and business reorganization and other special charges, and, for 2001, goodwill amortization, net of the tax benefits thereon.

(4)

Prior period results are adjusted to exclude the effects of merger and integration costs and goodwill amortization.

Special Note: Except for historical information contained herein, the statements made in this release constitute forward-looking statements within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934. Such forward-looking statements involve certain risks and uncertainties, including statements regarding the Company's strategic direction, prospects and future results. Certain factors, including factors outside of our control, may cause actual results to differ materially from those contained in the forward-looking statements, including economic and other conditions in the markets in which we operate, risks associated with acquisitions, competition, seasonality and the other risks discussed in our Form 10-K and our other filings made with the Securities and Exchange Commission, which discussions are incorporated in this release by reference.

5

TMP WORLDWIDE INC.

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

For the Nine Months Ended September 30,

(in thousands, except per share amounts)

(unaudited)

	2002			2001
Gross billings:
Interactive	$	416,258		$	563,243
Advertising & Communications		442,652			589,852
Directional Marketing		504,295			440,640
eResourcing		249,989			324,049
Executive Search		51,638			86,963
Total gross billings	$	1,664,832		$	2,004,747
Commissions & fees:
Interactive	$	390,030		$	507,586
Advertising & Communications		105,721			140,836
Directional Marketing		78,708			75,239
eResourcing		239,780			311,351
Executive Search		51,561			86,962
Total commissions & fees:		865,800			1,121,974
Operating expenses:
Salaries & related		480,039			574,123
Office & general		210,208			231,521
Marketing & promotion		105,082			152,437
Merger & integration		10,748			61,934
Business reorganization and other special charges		117,017			—
Amortization of intangibles		2,441			19,578
Total operating expenses		925,535			1,039,593
Operating income (loss)		(59,735	)		82,381
Other income (expense):
Interest income, net		107			10,720
Other, net		(207	)		312
Total other income (expense), net		(100	)		11,032
Income (loss) before income taxes and minority interests		(59,835	)		93,413
Provision (benefit) for income taxes		(2,862	)		43,355
Income (loss) before minority interests		(56,973	)		50,058
Minority interests		(1,550	)		(1,094	)
Income (loss) before cumulative effect of change in accounting principle		(55,423	)		51,152
Cumulative effect of change in accounting principle, net of tax		(428,374	)		—
Net income (loss) applicable to common and Class B common stockholders	$	(483,797	)	$	51,152

6

Adjusted net income (loss):
Net income (loss)	$	(483,797	)	$	51,152
Goodwill amortization, net of tax		—			15,143
Net income (loss) adjusted for goodwill amortization		(483,797	)		66,295
Merger & integration		10,748			61,934
Business reorganization and other special charges		117,017			—
Cumulative effect of change in accounting principle, net of tax		428,374			—
Tax benefit on merger and integration costs		(2,857	)		(17,137	)
Tax benefit on business reorganization and other special charges		(22,666	)		—
Adjusted net income	$	46,819		$	111,092
Basic earnings (loss) per share:
Income (loss) before cumulative effect of change in accounting principle	$	(0.50	)	$	0.47
Cumulative effect of change in accounting principle, net of tax		(3.85	)		—
Net income (loss) applicable to common and Class B common stockholders	$	(4.35	)	$	0.47
Diluted earnings (loss) per share:
Income (loss) before cumulative effect of change in accounting principle	$	(0.50	)	$	0.45
Cumulative effect of change in accounting principle, net of tax		(3.85	)		—
Net income (loss) applicable to common and Class B common stockholders	$	(4.35	)	$	0.45
Adjusted Diluted earnings per share:
Net income (loss)	$	(4.35	)	$	0.45
Goodwill amortization, net of tax		—			0.13
Diluted income (loss) per share adjusted for goodwill amortization		(4.35	)		0.59
Merger & integration		0.09			0.57
Business reorganization and other special charges		1.05			—
Cumulative effect of change in accounting principle, net of tax		3.85			—
Tax benefit on merger and integration costs		(0.03	)		(0.16	)
Tax benefit on business reorganization and other special charges		(0.20	)		—
Adjusted diluted earnings per share	$	0.41		$	0.98
Weighted average shares outstanding:
Basic		111,367			108,975
Diluted		113,103			113,215
Adjusted E B I T D A **	$	112,391		$	200,158

**

Earnings before interest, income taxes, depreciation and amortization, are adjusted to exclude the effects of merger and integration costs and business reorganization and other special charges. EBITDA is presented to provide additional information about the Company's ability to meet its future debt service, capital expenditures and working capital requirements, and is one of the measures which determines the Company's ability to borrow under its credit facility. EBITDA should not be considered in isolation or as a substitute for operating income, cash flows from operating activities, and other income or cash flow statement data prepared in accordance with generally accepted accounting principles, or as a measure of the Company's profitability or liquidity.

7

TMP WORLDWIDE INC.
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
For the Three Months Ended September 30,
(in thousands, except per share amounts)
(unaudited)

	2002			2001
Gross billings:
Interactive	$	138,057		$	190,855
Advertising & Communications		145,692			172,552
Directional Marketing		195,726			165,293
eResourcing		80,945			90,136
Executive Search		15,884			22,956
Total gross billings	$	576,304		$	641,792
Commissions & fees:
Interactive	$	128,252		$	174,319
Advertising & Communications		34,584			48,317
Directional Marketing		28,965			28,832
eResourcing		76,415			86,749
Executive Search		15,808			22,956
Total commissions & fees:		284,024			361,173
Operating expenses:
Salaries & related		154,556			179,798
Office & general		67,513			71,722
Marketing & promotion		40,346			41,743
Merger & integration		(902	)		20,208
Business reorganization and other special charges		2,597			—
Amortization of intangibles		750			7,473
Total operating expenses		264,860			320,944
Operating income		19,164			40,229
Other income:
Interest income, net		26			1,345
Other, net		447			912
Total other income, net		473			2,257
Income before income taxes and minority interests		19,637			42,486
Provision for income taxes		6,131			17,389
Income before minority interests		13,506			25,097
Minority interests		(497	)		(534	)
Net income applicable to common and Class B common stockholders	$	14,003		$	25,631
Adjusted net income:
Net income	$	14,003		$	25,631
Goodwill amortization, net of tax		—			5,858
Net income adjusted for goodwill amortization		14,003			31,489
Merger & integration		(902	)		20,208
Business reorganization and other special charges		2,597			—
Tax (benefit) expense on merger and integration costs		239			(6,256	)
Tax benefit on business reorganization and other special charges		(503	)		—
Adjusted net income	$	15,434		$	45,441

8

	2002		2001
Basic earnings per share:
Net income applicable to common and Class B common stockholders	$	0.13	$	0.23
Diluted earnings per share:
Net income applicable to common and Class B common stockholders	$	0.12	$	0.23
Adjusted Diluted earnings per share:
Net income	$	0.12	$	0.23
Goodwill amortization, net of tax		—		0.05
Diluted income per share adjusted for goodwill amortization		0.12		0.28
Merger & integration		—		0.18
Business reorganization and other special charges		0.02		—
Tax benefit on merger and integration costs		—		(0.06	)
Adjusted diluted earnings per share	$	0.14	$	0.40
Weighted average shares outstanding:
Basic		111,519		109,862
Diluted		112,076		113,665
Adjusted E B I T D A **	$	36,066	$	80,989

**

Earnings before interest, income taxes, depreciation and amortization, are adjusted to exclude the effects of merger and integration costs and business reorganization and other special charges. EBITDA is presented to provide additional information about the Company's ability to meet its future debt service, capital expenditures and working capital requirements, and is one of the measures which determines the Company's ability to borrow under its credit facility. EBITDA should not be considered in isolation or as a substitute for operating income, cash flows from operating activities, and other income or cash flow statement data prepared in accordance with generally accepted accounting principles, or as a measure of the Company's profitability or liquidity.

9

TMP WORLDWIDE INC.
CONDENSED CONSOLIDATED BALANCE SHEETS
(in thousands)
(unaudited)

	Sept. 30, 2002		June 30, 2002		Dec. 31, 2001
Assets:
Cash and cash equivalents	$	199,901	$	213,340	$	340,581
Accounts receivable, net		510,425		496,385		507,373
Property and equipment, net		168,302		166,833		192,695
Intangibles, net		564,900		554,031		939,847
Other assets		196,039		227,490		225,866
Total Assets	$	1,639,567	$	1,658,079	$	2,206,362
Liabilities and Stockholders' Equity:
Accounts payable and accrued expenses	$	565,315	$	566,739	$	647,229
Accrued integration and restructuring		29,284		35,922		44,121
Accrued business reorganization costs		53,805		67,271		—
Deferred commissions and fees		130,562		139,081		139,100
Other liabilities		20,626		19,512		70,686
Debt		18,079		30,378		75,964
Total Liabilities		817,671		858,903		977,100
Stockholders' Equity		821,896		799,176		1,229,262
Total Liabilities and Stockholders' Equity	$	1,639,567	$	1,658,079	$	2,206,362

10

OldCo.*
CONDENSED CONSOLIDATED STATEMENT OF OPERATING INCOME
For the Nine Months Ended September 30,
(in thousands, except per share amounts)
(unaudited)

	2002		2001
Commissions & fees:
Monster**	$	316,579	$	420,232
Advertising & Communications		128,722		160,226
Directional Marketing		92,675		91,388
Total commissions & fees:		537,976		671,846
Operating expenses:
Salaries & related, office & general and marketing & promotion		451,297		537,383
Merger & integration		4,692		32,951
Business reorganization and other special charges		63,884		—
Amortization of intangibles		1,862		8,844
Total operating expenses		521,735		579,178
Operating income	$	16,241	$	92,668
Adjusted operating income:
Operating income	$	16,241	$	92,668
Merger & integration		4,692		32,951
Business reorganization and other special charges		63,884		—
Goodwill amortization		—		7,107
Adjusted operating income	$	84,817	$	132,726
Adjusted E B I T D A ***	$	114,440	$	158,375

*

Represents the continuing operations of the business segments that will remain with TMP after the proposed spin-off and includes the allocation of overhead based on current TMP structure. Overhead costs are likely to vary after the spin-off.

**

For the nine months ended September 30, 2002 and 2001, Monster commissions and fees include $15.9 million and $17.2 million for Monster services sold by eResourcing, a division which will be spun-off as part of NewCo.

***

Earnings before interest, income taxes, depreciation and amortization, are adjusted to exclude the effects of merger and integration costs and business reorganization and other special charges. EBITDA is presented to provide additional information about the Company's ability to meet its future debt service, capital expenditures and working capital requirements. EBITDA should not be considered in isolation or as a substitute for operating income, cash flows from operating activities, and other income or cash flow statement data prepared in accordance with generally accepted accounting principles, or as a measure of the Company's profitability or liquidity.

11

OldCo.*

CONDENSED CONSOLIDATED STATEMENT OF OPERATING INCOME

For the Three Months Ended September 30,

(in thousands, except per share amounts)

(unaudited)

	2002		2001
Commissions & fees:
Monster**	$	103,169	$	144,800
Advertising & Communications		42,166		51,123
Directional Marketing		34,137		34,436
Total commissions & fees:		179,472		230,359
Operating expenses:
Salaries & related, office & general and marketing & promotion		152,026		170,564
Merger & integration		—		9,361
Business reorganization and other special charges		2,190		—
Amortization of intangibles		564		3,369
Total operating expenses		154,780		183,294
Operating income	$	24,692	$	47,065
Adjusted operating income:
Operating income	$	24,692	$	47,065
Merger & integration		—		9,361
Business reorganization and other special charges		2,190		—
Goodwill amortization		—		2,782
Adjusted operating income	$	26,882	$	59,208
Adjusted E B I T D A **	$	36,932	$	68,916

*

Represents the continuing operations of the business segments that will remain with TMP after the proposed spin-off and includes the allocation of overhead based on current TMP structure. Overhead costs are likely to vary after the spin-off.

**

For the three months ended September 30, 2002 and 2001, Monster commissions and fees include $5.9 million and $7.1 million for Monster services sold by eResourcing, a division which will be spun-off as part of NewCo.

***

Earnings before interest, income taxes, depreciation and amortization, and adjusted to exclude the effects of merger and integration costs and business reorganization and other special charges. EBITDA is presented to provide additional information about the Company's ability to meet its future debt service, capital expenditures and working capital requirements. EBITDA should not be considered in isolation or as a substitute for operating income, cash flows from operating activities, and other income or cash flow statement data prepared in accordance with generally accepted accounting principles, or as a measure of the Company's profitability or liquidity.

12

NewCo.*

CONDENSED CONSOLIDATED STATEMENT OF OPERATING INCOME

For the Nine Months Ended September 30,

(in thousands, except per share amounts)
(unaudited)

	2002			2001
Commissions & fees:
eResourcing	$	275,727		$	363,142
Executive Search		52,097			86,986
Total commissions & fees:		327,824			450,128
Operating expenses:
Salaries & related, office & general and marketing & promotion		344,032			420,698
Merger & integration		6,056			28,983
Business reorganization and other special charges		53,133			—
Amortization of intangibles		579			10,734
Total operating expenses		403,800			460,415
Operating loss	$	(75,976	)	$	(10,287	)
Adjusted operating income (loss):
Operating loss	$	(75,976	)	$	(10,287	)
Merger & integration		6,056			28,983
Business reorganization and other special charges		53,133			—
Goodwill amortization		—			10,478
Adjusted operating income (loss)	$	(16,787	)	$	29,174
Adjusted E B I T D A **	$	(2,049	)	$	41,783

*

Represents the operating results of the business segments that are proposed to be spun-off, which are eResourcing and Executive Search, and includes the allocation of overhead based on current TMP structure. Overhead costs are likely to vary after the spin-off.

**

Earnings before interest, income taxes, depreciation and amortization, are adjusted to exclude the effects of merger and integration costs and business reorganization and other special charges. EBITDA is presented to provide additional information about the Company's ability to meet its future debt service, capital expenditures and working capital requirements. EBITDA should not be considered in isolation or as a substitute for operating income, cash flows from operating activities, and other income or cash flow statement data prepared in accordance with generally accepted accounting principles, or as a measure of the Company's profitability or liquidity.

13

NewCo.*

CONDENSED CONSOLIDATED STATEMENT OF OPERATING INCOME

For the Three Months Ended September 30,

(in thousands, except per share amounts)

(unaudited)

	2002			2001
Commissions & fees:
eResourcing	$	88,590		$	107,853
Executive Search		15,962			22,961
Total commissions & fees:		104,552			130,814
Operating expenses:
Salaries & related, office & general and marketing & promotion		110,389			122,699
Merger & integration		(902	)		10,847
Business reorganization and other special charges		407			—
Amortization of intangibles		186			4,104
Total operating expenses		110,080			137,650
Operating loss	$	(5,528	)	$	(6,836	)
Adjusted operating income (loss):
Operating loss	$	(5,528	)	$	(6,836	)
Merger & integration		(902	)		10,847
Business reorganization and other special charges		407			—
Goodwill amortization		—			4,022
Adjusted operating income (loss)	$	(6,023	)	$	8,033
Adjusted E B I T D A **	$	(866	)	$	12,073

*

Represents the operating results of the business segments that are proposed to be spun-off, which are eResourcing and Executive Search, and includes the allocation of overhead based on current TMP structure. Overhead costs are likely to vary after the spin-off.

**

Earnings before interest, income taxes, depreciation and amortization, are adjusted to exclude the effects of merger and integration costs and business reorganization and other special charges. EBITDA is presented to provide additional information about the Company's ability to meet its future debt service, capital expenditures and working capital requirements. EBITDA should not be considered in isolation or as a substitute for operating income, cash flows from operating activities, and other income or cash flow statement data prepared in accordance with generally accepted accounting principles, or as a measure of the Company's profitability or liquidity.

14

QuickLinks

TMP Worldwide Announces Third Quarter 2002 Results
TMP WORLDWIDE INC. CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS For the Nine Months Ended September 30, (in thousands, except per share amounts) (unaudited)
TMP WORLDWIDE INC. CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS For the Three Months Ended September 30, (in thousands, except per share amounts) (unaudited)
TMP WORLDWIDE INC. CONDENSED CONSOLIDATED BALANCE SHEETS (in thousands) (unaudited)
OldCo.* CONDENSED CONSOLIDATED STATEMENT OF OPERATING INCOME For the Nine Months Ended September 30, (in thousands, except per share amounts) (unaudited)
OldCo.* CONDENSED CONSOLIDATED STATEMENT OF OPERATING INCOME For the Three Months Ended September 30, (in thousands, except per share amounts) (unaudited)
NewCo.* CONDENSED CONSOLIDATED STATEMENT OF OPERATING INCOME For the Nine Months Ended September 30, (in thousands, except per share amounts) (unaudited)
NewCo.* CONDENSED CONSOLIDATED STATEMENT OF OPERATING INCOME For the Three Months Ended September 30, (in thousands, except per share amounts) (unaudited)