Annual Reports

  • 20-F (Apr 28, 2017)
  • 20-F (Apr 29, 2016)
  • 20-F (Apr 30, 2015)
  • 20-F (Apr 30, 2014)
  • 20-F (Apr 30, 2013)
  • 20-F (Apr 30, 2012)

 
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WPP plc 20-F 2013
Form 20-F
Table of Contents

 

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

 

FORM 20-F

 

(Mark One)

 

¨ REGISTRATION STATEMENT PURSUANT TO SECTION 12(b) OR (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 31 December 2012

 

OR

 

¨   TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

 

For the transition period from                      to                     

 

OR

 

¨   SHELL COMPANY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

 

Date of event requiring this shell company report                     

 

Commission file number 0-16350

 

WPP plc

(Exact Name of Registrant as specified in its charter)

 

Jersey

(Jurisdiction of incorporation or organization)

 

27 Farm Street

London, United Kingdom, W1J 5RJ

(Address of principal executive offices)

 

Andrea Harris, Esq.

Group Chief Counsel

27 Farm Street, London, United Kingdom, W1J 5RJ

+44(0) 20 7408 2204

(Name, Telephone, E-mail and/or Facsimile number and Address of Company Contact Person)

 

Securities registered or to be registered pursuant to Section 12(b) of the Act.

 

Title of each class

 

Name of each exchange on which registered

Not applicable   Not applicable

 

Securities registered or to be registered pursuant to Section 12(g) of the Act.

 

Ordinary Shares of 10p each

 

(Title of Class)

 

American Depositary Shares, each representing five Ordinary Shares (ADSs)

 

(Title of Class)


Table of Contents

Securities for which there is a reporting obligation pursuant to Section 15(d) of the Act.

 

None

 

(Title of Class)

 

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.

 

At December 31, 2012, the number of outstanding ordinary shares was 1,265,407,107 which included at such date ordinary shares represented by 10,159,573 ADSs.

 

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.

YES  x    NO   ¨

 

If this report is an annual or transition report, indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934.

YES  ¨    NO   x

 

Note – Checking the box above will not relieve any registrant required to file reports pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 from their obligations under those Sections.

 

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 whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).

YES  ¨    NO   ¨

 

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, or a non-accelerated filer. See definition of “accelerated filer and large accelerated filer” in Rule 12b-2 of the Exchange Act. (Check one):

 

Large accelerated filer  x                    Accelerated filer  ¨                    Non-accelerated filer  ¨

 

Indicate by check mark which basis of accounting the registrant has used to prepare the financial statements included in this filing:

 

U.S. GAAP  ¨

   International Financial Reporting Standards issued by the International Accounting Standards Board  x    Other  ¨

 

If “Other” has been checked in response to the previous question, indicate by check mark which financial statement item the registrant has elected to follow.

 

Item 17  ¨    Item 18  ¨

 

If this is an annual report, indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).

YES  ¨    NO   x

 

 

 


Table of Contents

TABLE OF CONTENTS

 

     Page  

FORWARD – LOOKING STATEMENTS

     1   

Part I

     1   

  Item 1

  

IDENTITY OF DIRECTORS, SENIOR MANAGEMENT AND ADVISERS

     1   

  Item 2

  

OFFER STATISTICS AND EXPECTED TIMETABLE

     1   

  Item 3

  

KEY INFORMATION

     1   
   A   

Selected Financial Data

     1   
   B   

Capitalization and Indebtedness

     4   
   C   

Reasons for the Offer and Use of Proceeds

     4   
   D   

Risk Factors

     5   

  Item 4

  

INFORMATION ON THE COMPANY

     7   
   A   

History and Development of the Company

     7   
   B   

Business Overview

     8   
   C   

Organizational Structure

     13   
   D   

Property, Plant and Equipment

     15   

  Item 4A

  

UNRESOLVED STAFF COMMENTS

     15   

  Item 5

  

OPERATING FINANCIAL REVIEW AND PROSPECTS

     16   
   A   

Operating Results

     16   
   B   

Liquidity and Capital Resources

     23   
   C   

Research and Development, Patents and Licenses

     25   
   D   

Trend Information

     26   
   E   

Off-Balance Sheet Arrangements

     27   
   F   

Tabular Disclosure of Contractual Obligations

     27   

  Item 6

  

DIRECTORS, SENIOR MANAGEMENT AND EMPLOYEES

     37   
   A   

Directors and Senior Management

     37   
   B   

Compensation

     39   
   C   

Board Practices

     57   
   D   

Employees

     65   
   E   

Share Ownership

     66   

  Item 7

  

MAJOR SHAREHOLDERS AND RELATED PARTY TRANSACTIONS

     67   
   A   

Major Shareholders

     67   
   B   

Related Party Transactions

     68   
   C   

Interests of Experts and Counsel

     68   

  Item 8

  

FINANCIAL INFORMATION

     69   
   A   

Consolidated Statements and Other Financial Information

     69   
   B   

Significant Changes

     69   

  Item 9

  

THE OFFER AND LISTING

     70   
   A   

Offer and Listing Details

     70   
   B   

Plan of Distribution

     71   
   C   

Markets

     71   
   D   

Selling Shareholders

     71   
   E   

Dilution

     71   
   F   

Expenses of the Issue

     71   


Table of Contents
     Page  

  Item 10

  

ADDITIONAL INFORMATION

     72   
   A   

Share Capital

     72   
   B   

Memorandum and Articles of Association

     72   
   C   

Material Contracts

     80   
   D   

Exchange Controls

     84   
   E   

Taxation

     84   
   F   

Dividends and Paying Agents

     89   
   G   

Statements by Experts

     89   
   H   

Documents on Display

     90   
   I   

Subsidiary Information

     90   

  Item 11

  

QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

     91   

  Item 12

  

DESCRIPTION OF SECURITIES OTHER THAN EQUITY SECURITIES

     91   
   A   

Debt Securities

     91   
   B   

Warrants and Rights

     91   
   C   

Other Securities

     91   
   D   

American Depositary Shares

     92   

Part II

     94   

  Item 13

  

DEFAULTS, DIVIDEND ARREARAGES AND DELINQUENCIES

     94   

  Item 14

  

MATERIAL MODIFICATIONS TO THE RIGHTS OF SECURITY HOLDERS AND USE OF PROCEEDS

     94   

  Item 15

  

CONTROLS AND PROCEDURES

     94   

  Item 16A

  

AUDIT COMMITTEE FINANCIAL EXPERT

     96   

  Item 16B

  

CODE OF ETHICS

     96   

  Item 16C

  

PRINCIPAL ACCOUNTANT FEES AND SERVICES

     97   

  Item 16D

  

EXEMPTIONS FROM THE LISTING STANDARDS FOR AUDIT COMMITTEES

     97   

  Item 16E

  

PURCHASES OF EQUITY SECURITIES BY THE ISSUER AND AFFILIATED PURCHASERS

     97   

  Item 16F

  

CHANGE IN REGISTRANT’S CERTIFYING ACCOUNTANT

     98   

  Item 16G

  

CORPORATE GOVERNANCE

     98   

  Item 16H

  

MINE SAFETY DISCLOSURE

     98   

Part III

     99   

  Item 17

  

FINANCIAL STATEMENTS

     99   

  Item 18

  

FINANCIAL STATEMENTS

     99   

  Item 19

  

EXHIBITS

     99   


Table of Contents

Forward-Looking Statements

 

In connection with the provisions of the Private Securities Litigation Reform Act of 1995 (the ‘Reform Act’), the Company (as defined below) may include forward-looking statements (as defined in the Reform Act) in oral or written public statements issued by or on behalf of the Company. These forward-looking statements may include, among other things, plans, objectives, projections and anticipated future economic performance based on assumptions and the like that are subject to risks and uncertainties. As such, actual results or outcomes may differ materially from those discussed in the forward-looking statements. Important factors which may cause actual results to differ include but are not limited to: the unanticipated loss of a material client or key personnel, delays or reductions in client advertising budgets, shifts in industry rates of compensation, regulatory compliance costs or litigation, natural disasters or acts of terrorism, the Company’s exposure to changes in the values of major currencies other than the UK pound sterling (because a substantial portion of its revenues are derived and costs incurred outside of the United Kingdom) and the overall level of economic activity in the Company’s major markets (which varies depending on, among other things, regional, national and international political and economic conditions and government regulations in the world’s advertising markets). In addition, you should consider the risks described in Item 3D, captioned “Risk Factors,” which could also cause actual results to differ from forward-looking information. In light of these and other uncertainties, the forward-looking statements included in this document should not be regarded as a representation by the Company that the Company’s plans and objectives will be achieved.

 

The Company undertakes no obligation to update or revise any such forward-looking statements, whether as a result of new information, future events or otherwise.

 

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

 

Overview

 

WPP plc and its subsidiaries (WPP) comprise one of the largest communications services businesses in the world. At 31 December 2012, the Group had 115,711 employees. Including all employees of associated companies, this figure was approximately 165,000. For the year ended 31 December 2012, the Group had revenue of £10,373 million and operating profit of £1,241 million.

 

Unless the context otherwise requires, the terms “Company”, “Group” and “Registrant” as used herein shall also mean WPP plc and its subsidiaries.

 

A. Selected Financial Data

 

The selected financial data should be read in conjunction with, and is qualified in its entirety by reference to, the Consolidated Financial Statements of the Company, including the notes thereto.

 

The selected income statement data for each of the three years ended 31 December 2012, 2011 and 2010 and the selected balance sheet data as at 31 December 2012 and 2011 are derived from the Consolidated Financial Statements of the Company that appear elsewhere in this Form 20-F. The selected financial data for prior periods

 

1


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is derived from the Consolidated Financial Statements of the Company previously filed with the Securities and Exchange Commission (SEC) as part of the Company’s Annual Reports on Form 20-F. The Consolidated Financial Statements were prepared in accordance with International Financial Reporting Standards (IFRS) as issued by the International Accounting Standards Board (IASB).

 

The reporting currency of the Group is the UK pound sterling and the selected financial data has been prepared on this basis.

 

Selected Consolidated Income Statement Data

 

      Year ended 31 December  
     2012     2011     2010     2009     2008  
      £m     £m     £m     £m     £m  

Revenue

     10,373.1        10,021.8        9,331.0        8,684.3        7,476.9   

Operating profit

     1,241.1        1,192.2        973.0        761.7        876.0   

Profit for the year

     894.7        916.5        661.0        506.9        513.9   

Profit attributable to equity holders of the parent

     822.7        840.1        586.0        437.7        439.1   

Earnings per ordinary share:

          

Basic

     66.2  p      67.6  p      47.5  p      35.9  p      38.4  p 

Diluted

     62.8  p      64.5  p      45.9  p      35.3  p      37.6  p 

Earnings per ADS1:

          

Basic

     331.0  p      338.0  p      237.5  p      179.5  p      192.0  p 

Diluted

     314.0  p      322.5  p      229.5  p      176.5  p      188.0  p 

Dividends per ordinary share

     25.94  p      19.28  p      16.25  p      15.47  p      14.32  p 

Dividends per ADS (US dollars)2

     207.1  ¢      151.2  ¢      126.7  ¢      135.9  ¢      139.5  ¢ 

1    Basic and diluted earnings per American Depositary Share (ADS) have been calculated using the same method as earnings per share, multiplied by a factor of five.

2    These figures have been translated for convenience purposes only, using the approximate average rates shown in the exchange rate table on page 3. This conversion should not be construed as a representation that the pound sterling amounts actually represent, or could be converted into, US dollars at the rates indicated.

        

         

 

Selected Consolidated Balance Sheet Data

 

      At 31 December  
     2012      2011      2010      2009      2008  
      £m      £m      £m      £m      £m  

Total assets

     24,877.6         24,694.9         24,345.1         22,351.5         24,463.3   

Net assets

     7,060.6         6,894.3         6,647.9         6,075.7         5,959.8   

Called-up share capital

     126.5         126.6         126.4         125.6         125.5   

Number of shares (in millions)

     1,265.4         1,266.4         1,264.4         1,256.5         1,255.3   

 

Dividends

 

Dividends on the Company’s ordinary shares, when paid, are paid to share owners as of a record date, which is fixed by the Company.

 

2


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The table below sets forth the amounts of first interim, final or second interim and total dividends paid on the Company’s ordinary shares in respect of each fiscal year indicated. In the United States, the Company’s ordinary shares are represented by ADSs, which are evidenced by American Depositary Receipts (ADRs) or held in book-entry form. The Group uses the terms ‘ADS’ and ‘ADR’ interchangeably. The dividends are also shown translated into US cents per ADS using the approximate average rates as shown in the exchange rate table below, for each year presented.

 

             Pence per ordinary share               US cents per ADS  
In respect of the year ended 31 December:    First
Interim
     Final or
Second
Interim
     Total      First
Interim
     Final or
Second
Interim
     Total  

2008

     5.19         10.28         15.47         48.07         95.21         143.28   

2009

     5.19         10.28         15.47         40.66         80.53         121.19   

2010

     5.97         11.82         17.79         46.15         91.37         137.52   

2011

     7.46         17.14         24.60         59.80         137.39         197.19   

2012

     8.80         19.71         28.51         69.75         156.22         225.97   

 

The 2012 first interim dividend was paid on 12 November 2012 to share owners on the register at 12 October 2012. The 2012 proposed final dividend will be paid on 8 July 2013 to share owners on the register at 7 June 2013.

 

Exchange rates

 

Fluctuations in the exchange rate between the pound sterling and the US dollar will affect the dollar equivalent of the pound sterling prices of the Company’s ordinary shares on The London Stock Exchange Limited (The London Stock Exchange) and, as a result, are likely to affect the market price of the ADSs in the United States. US dollar amounts paid to holders of ADSs also depend on the sterling/US dollar exchange rate at the time of payment.

 

The following table sets forth for each of the most recent six months, the high and low exchange rates between the pound sterling and the US dollar. As at 25 April 2013, the closing exchange rate was 1.5429.

 

Month ended    High      Low  

31 October 2012

     1.6183         1.5941   

30 November 2012

     1.6124         1.5856   

31 December 2012

     1.6276         1.6032   

31 January 2013

     1.6254         1.5692   

28 February 2013

     1.5794         1.5136   

31 March 2013

     1.5224         1.4902   

 

The annual average exchange rates between the pound sterling and the US dollar for each of the five years ended 31 December were:

 

Year ended 31 December    Average  

2008

     1.8524   

2009

     1.5667   

2010

     1.5461   

2011

     1.6032   

2012

     1.5852   

 

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B. Capitalization and Indebtedness

 

Not applicable.

 

C. Reasons for the Offer and Use of Proceeds

 

Not applicable.

 

4


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D. Risk Factors

 

The Company is subject to a variety of possible risks that could adversely impact its revenues, results of operations or financial condition. Some of these risks relate to the industries in which the Company operates while others are more specific to the Company. The table below sets out principal risks the Company has identified that could adversely affect it. See also the discussion of Forward-Looking Statements preceding Item 1.

 

Risk      Potential impact
Clients       
The Group competes for clients in a highly-competitive industry and client loss may have a material adverse effect on the Group’s market share and its business, revenues, results of operations, financial condition or prospects.     

Competitors include large multinational advertising and marketing communication companies and regional and national marketing services companies, database marketing and modelling companies, telemarketers and internet companies.

 

Service agreements with clients are generally terminable by the client on 90 days’ notice and many clients put their advertising and communications business up for competitive review from time to time. The ability to attract new clients and to retain or increase the amount of work from existing clients may also in some cases be limited by clients’ policies on conflicts of interest.

The Group receives a significant portion of its revenues from a limited number of large clients and the loss of these clients could have a material adverse effect on the Group’s prospects, business, financial condition and results of operations.      A relatively small number of clients contribute a significant percentage of the Group’s consolidated revenues. The Group’s 10 largest clients accounted for 17.4% of revenues in the year ended 31 December 2012. Clients generally are able to reduce advertising and marketing spend or cancel projects on short notice. The loss of one or more of the Group’s largest clients, if not replaced by new client accounts or an increase in business from existing clients, would adversely affect the Group’s financial condition.
Economic       
The Group’s businesses are subject to recessionary economic cycles. Many of the economies in which the Group operates (including the Eurozone) currently have significant economic challenges.      Reduction in client spending or postponing spending on the services offered by the Group or switching of client expenditure to non-traditional media and renegotiation of contract terms can lead to reduced profitability and cash flow.
Financial       
Currency exchange rate fluctuations could adversely impact the Group’s consolidated results.      The Company’s reporting currency is pounds sterling. Given the Group’s significant international operations, fluctuations in currency exchange rates can affect the Group’s consolidated results.
The interest rates and fees payable by the Group in respect of certain of its borrowings are, in part, influenced by the credit ratings issued by the international debt rating agencies.      If the Company’s financial performance and outlook materially deteriorate, a ratings downgrade could occur and the interest rates and fees payable on certain of the Company’s revolving credit facilities and certain of the Group’s bonds could be increased.
The Group is subject to credit risk through the default of a client or other counterparty.     

The Group is generally paid in arrears for its services. Invoices are typically payable within 30 to 60 days.

 

The Group commits to media and production purchases on behalf of some of its clients as principal or agent depending on the client and market circumstances. If a client is unable to pay sums due, media and production companies may look to the Group to pay such amounts to which it committed as an agent on behalf of those clients.

Mergers & Acquisitions       
The Group may be unsuccessful in evaluating material risks involved in completed and future acquisitions and may be unsuccessful in integrating any acquired operations with its existing businesses.      The Group regularly reviews potential acquisitions of businesses that are complementary to its operations and clients’ needs. If material risks are not identified prior to acquisition or the Group experiences difficulties in integrating an acquired business, it may not realise the expected benefits from such an acquisition and the Group’s financial condition could be adversely affected.
Goodwill and other intangible assets recorded on the Group’s balance sheet with respect to acquired companies may become impaired.      The Group has a significant amount of goodwill and other intangible assets recorded on its balance sheet with respect to acquired companies. The Group annually tests the carrying value of goodwill and other intangibles for impairment. The estimates and assumptions about results of operations and cash flows made in connection with impairment testing could differ from future results of operations and cash flows. Future events could cause the Group to conclude that the asset values associated with a given operation have become impaired which could have a material impact on the Group’s financial condition.

 

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Risk      Potential impact
Operational        
The Group operates in 110 countries and is exposed to the risks of doing business internationally.      The Group’s international operations are subject to the following risk factors: (i) restrictions and/or changes in taxation on repatriation of earnings; (ii) economic, social or political instability within different countries, regions and markets; (iii) changes in foreign laws and regulatory requirements, such as those on foreign ownership of assets or data usage; and (iv) uncertainty or potential ineffectiveness or lack of enforcement in relation to the Group’s client service agreements or other contractual rights.
People       
The Group’s performance could be adversely affected if it were unable to attract and retain key talent or had inadequate talent management and succession planning for key management roles.      The Group is highly dependent on the talent, creative abilities and technical skills of our personnel as well as their relationships with clients. The Group is vulnerable to the loss of personnel to competitors and clients leading to disruption to the business.
Regulatory/Legal       
The Group may be subject to regulations restricting its activities or effecting changes in taxation.      Governments, government agencies and industry self-regulatory bodies from time to time adopt statutes and regulations that directly or indirectly affect the form, content and scheduling of advertising, public relations and public affairs and market research or otherwise limit the scope of the activities of the Group and its clients which could have a material adverse impact on our financial position. Changes in tax laws and international tax treaties or their application may also adversely affect the Group’s reported results.
The Group may be exposed to liabilities from allegations that certain of its clients’ advertising claims may be false or misleading or that its clients products may be defective or harmful.      The Group works for a large number of clients across a broad spectrum of industries and end markets, some of which may become subject to litigation. As a consequence of providing services to such clients, the Group may itself become involved as a defendant in litigation brought against its clients by third parties, including its clients, competitors or consumers or governmental or regulatory authorities.
The Group is subject to strict anti-corruption and anti-bribery legislation and enforcement in the countries in which it operates.      The Group may be exposed to liabilities in the event of breaches of anti-corruption and anti-bribery legislation in all of the 110 countries in which it operates.
The Group is subject to strict data protection and privacy legislation in the jurisdictions in which it operates and relies extensively on information technology systems. The Group operates on a largely decentralised basis with a large number of different agencies and operating entities and the resulting size and diversity of the operational systems increases the vulnerability of such systems to breakdown or malicious intrusion.      The Group may be subject to investigative or enforcement action or legal claims or incur fines, damages, or costs if the Group fails adequately to protect data or observe privacy legislation in every instance. A system breakdown or intrusion could have a material adverse effect on the Group’s business, revenues, results of operations, financial condition or prospects.
Civil liabilities or judgements against the Company or its directors or officers based on U.S. federal or state securities laws may not be enforceable in the U.S. or in England and Wales or in Jersey.      The Company is a public limited company incorporated under the laws of Jersey. Some of the Company’s directors and officers reside outside of the United States. In addition, a substantial portion of the directly owned assets of the Company are located outside of the United States. As a result, it may be difficult or impossible for investors to effect service of process within the United States against the Company or its directors and officers or to enforce against them any of the judgements, including those obtained in original actions or in actions to enforce judgements of the U.S. courts, predicated upon the civil liability provisions of the federal or state securities laws of the United States.

 

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ITEM 4. INFORMATION ON THE COMPANY

 

The Company operates through a number of established global, multinational and national advertising and marketing services companies that are organised into four business segments. Our largest segment is Advertising and Media Investment Management where we operate the well-known advertising networks Ogilvy & Mather Advertising, JWT, Y&R, Grey, Bates CHI&Partners and the United Network, as well as Media Investment Management companies such as MediaCom, MEC, Mindshare, Maxus and tenthavenue. Our other segments are Consumer Insight, where our operations are conducted through Kantar; Public Relations & Public Affairs, where we operate through well-known companies such as Burson-Marsteller, Cohn & Wolfe, Hill+Knowlton Strategies and Ogilvy Public Relations; and Branding & Identity, Healthcare and Specialist Communications, where our operations are conducted by B to D Group, ghg, Wunderman, Sudler & Hennessey, OgilvyOne Worldwide, Ogilvy CommonHealth Worldwide, G2, OgilvyAction, 24/7 Media, POSSIBLE, AKQA and other companies.

 

The Company’s ordinary shares are admitted to the Official List of the UK Listing Authority and trade on The London Stock Exchange and American Depositary Shares (which are evidenced by ADRs or held in book-entry form) representing deposited ordinary shares are quoted on the NASDAQ Global Select Market (NASDAQ). At 25 April 2013 the Company had a market capitalisation of £13.6 billion.

 

The Company’s executive office is located at 27 Farm Street, London, United Kingdom, W1J 5RJ, Tel:+44 (0)20 7408 2204 and its registered office is located at Queensway House, Hilgrove Street, St Helier, Jersey JE1 IES.

 

A. History and Development of the Company

 

WPP plc was incorporated in Jersey on 25 October 2012 under the name WPP 2012 plc.

 

On 2 January 2013, under a scheme of arrangement between WPP 2012 Limited (formerly known as WPP plc), (Old WPP), the former holding company of the Group, and its share owners pursuant to Article 125 of the Companies (Jersey) Law 1991, and as sanctioned by the Royal Court of Jersey (the Jersey Court), a Jersey incorporated and United Kingdom tax resident company, WPP 2012 plc became the new parent company of the WPP Group and adopted the name WPP plc. Under the scheme of arrangement, all the issued shares in Old WPP were cancelled and the same number of new shares were issued to WPP plc in consideration for the allotment to share owners of one share in WPP plc for each share in Old WPP held on the record date, 31 December 2012. Citibank, N.A., depositary for the ADSs representing Old WPP shares, cancelled Old WPP ADSs held in book-entry uncertificated form in the direct registration system maintained by it and issued ADSs representing shares of WPP plc in book entry uncertificated form in the direct registration system maintained by it to the holders. Holders of certificated ADSs, or ADRs, of Old WPP were entitled to receive ADSs of WPP plc upon surrender of the Old WPP ADSs, or ADRs, to the Depositary. Each Old WPP ADS represented five shares of Old WPP and each WPP plc ADS represents five shares of WPP plc.

 

Pursuant to Rule 12g-3 under the Securities Exchange Act of 1934, as amended (the Exchange Act), WPP plc succeeded to Old WPP’s registration and periodic reporting obligations under the Exchange Act.

 

Old WPP was incorporated in Jersey on 12 September 2008 and became the holding company of the WPP Group on 19 November 2008 when the company now known as WPP 2008 Limited, the previous holding company of the WPP Group which was incorporated in England and Wales, completed a reorganisation of its capital and corporate structure. WPP 2008 Limited had itself become the holding company of the Group on 25 October 2005 when the company now known as WPP 2005 Limited, the original holding company of the WPP Group, completed a reorganisation of its capital and corporate structure. WPP 2005 Limited was incorporated and registered in England and Wales in 1971 and is a private limited company under the Companies Act 1985, and until 1985 operated as a manufacturer and distributor of wire and plastic products. In 1985, new investors acquired a significant interest in WPP and changed the strategic direction of the Company from being a wire and plastics manufacturer and distributor to being a multinational communications services organisation. Since then,

 

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the Company has grown both organically and by the acquisition of companies, most significantly the acquisitions of JWT Group, Inc. in 1987, The Ogilvy Group, Inc. in 1989, Young & Rubicam Inc. (Young & Rubicam or Young & Rubicam Brands, as the group is now known) in 2000, Tempus Group plc (Tempus) in 2001, Cordiant Communications Group plc (Cordiant) in 2003, Grey Global Group, Inc. (Grey) in 2005, 24/7 Real Media Inc (TFSM) in 2007, Taylor Nelson Sofres plc (TNS) in 2008 and AKQA Holdings, Inc. (AKQA) in 2012.

 

The Company spent £586.6 million, £532.4 million and £215.2 million for acquisitions and investments in 2012, 2011 and 2010, respectively, including payments in respect of loan note redemptions and earnout payments resulting from acquisitions in prior years, net of cash and cash equivalents acquired (net) and proceeds on disposal of investments. For the same periods, cash spent on purchases of property, plant and equipment and other intangible assets was £330.1 million, £253.2 million and £217.5 million, respectively, and cash spent on share repurchases and buy-backs was £134.5 million, £182.2 million and £46.4 million, respectively.

 

B. Business Overview

 

The Company’s business comprises the provision of communications services on a national, multinational and global basis. It operates from over 3,000 offices in 110 countries including associates. The Company organises its businesses in the following areas: Advertising and Media Investment Management; Consumer Insight; Public Relations & Public Affairs; and Branding & Identity, Healthcare and Specialist Communications (including direct, digital, promotion and relationship marketing).

 

Approximately 41% of the Company’s reported revenues in 2012 were from Advertising and Media Investment Management, with the remaining 59% of its revenues being derived from the business segments of Consumer Insight; Public Relations & Public Affairs; and Branding & Identity, Healthcare and Specialist Communications.

 

The following table shows, for the last three fiscal years, reported revenue attributable to each business segment in which the Company operates.

 

Revenue1    2012      2011      2010  
      £m     

% of

total

     £m     

% of

total

     £m     

% of

total

 

Advertising and Media Investment Management

     4,273.2         41.2         4,157.2         41.5         3,733.3         40.0   

Consumer Insight

     2,460.2         23.7         2,458.0         24.5         2,430.2         26.0   

Public Relations & Public Affairs

     917.1         8.8         885.4         8.8         844.5         9.1   

Branding & Identity, Healthcare and Specialist Communications

     2,722.6         26.3         2,521.2         25.2         2,323.0         24.9   

Total

     10,373.1         100.0         10,021.8         100.0         9,331.0         100.0   
1   

Intersegment sales have not been separately disclosed as they are not material.

 

The following table shows, for the last three fiscal years, reported revenue attributable to each geographic area in which the Company operates and demonstrates the Company’s regional diversity.

 

Revenue1    2012      2011      2010  
      £m     

% of

total

     £m     

% of

total

     £m     

% of

total

 

North America2

     3,546.5         34.2         3,388.2         33.8         3,299.8         35.3   

United Kingdom

     1,275.2         12.3         1,183.5         11.8         1,087.6         11.7   

Western Continental Europe3

     2,439.2         23.5         2,505.1         25.0         2,325.3         24.9   

Asia Pacific, Latin America, Africa & Middle East and Central & Eastern Europe

     3,112.2         30.0         2,945.0         29.4         2,618.3         28.1   

Total

     10,373.1         100.0         10,021.8         100.0         9,331.0         100.0   
1   

Intersegment sales have not been separately disclosed as they are not material.

2   

North America includes the US with revenues of £3,309.4 million (2011: £3,149.9 million, 2010: £3,097.9 million).

3   

Western Continental Europe includes Ireland with revenues of £36.6 million (2011: £40.3 million, 2010: £37.4 million).

 

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The Company’s principal disciplines within each of its business segments are described below. Item 4C sets forth the Group brands operating within each discipline.

 

Advertising and Media Investment Management

 

Advertising – The principal functions of an advertising agency are the planning and creation of marketing and branding campaigns and the design and production of advertisements for all types of media such as television, cable, the internet, radio, magazines, newspapers and outdoor locations such as billboards.

 

Media Investment Management – GroupM is WPP’s leading global media investment management operation. With its agencies, GroupM has capabilities in business science, consumer insight, communications and media planning implementation, interactions, content development, and sports and entertainment marketing. The primary purpose of GroupM is to maximise the performance of WPP’s media agencies, operating not only as a parent company but as a collaborator on performance-enhancing activities, such as trading, content creation, sports, digital, finance, tool development and other business-critical capabilities, in order to leverage the combination of GroupM’s core and talent resources. Our offering in this discipline also includes the network tenthavenue, which integrates some of the Group’s key specialist media offerings in online, mobile, experiential and out of home (OOH).

 

Consumer Insight

 

To help optimise its worldwide research offering to clients, the Company’s separate global research and strategic marketing consultancy businesses are managed on a centralised basis under the umbrella of the Kantar Group. The Kantar Group offering includes: custom research in a wide range of business sectors and areas of marketplace information including strategic market studies; brand positioning; equity research; customer satisfaction surveys; product development; international research; advanced modeling; advertising research; pre-testing, tracking and sales modeling; and trends and futures research and consultancy.

 

Public Relations & Public Affairs

 

Public Relations & Public Affairs companies advise clients who are seeking to communicate with consumers, governments and/or the business and financial communities. Public Relations & Public Affairs activities include national and international corporate, financial and marketing communications, crisis management, reputation management, public affairs and government lobbying.

 

Branding & Identity, Healthcare and Specialist Communications

 

Branding & Identity – consumer, corporate and employee branding and design services, covering identity, packaging, literature, events, training and architecture.

 

Healthcare Communications – provide integrated healthcare marketing solutions from advertising to medical education and online marketing.

 

Direct, Digital, Promotion & Relationship Marketing – the full range of general and specialist customer, channel, direct, field, retail, promotional and point-of-sale services.

 

Specialist Communications – a comprehensive range of specialist services, from custom media and multicultural marketing to event, sports, youth and entertainment marketing; corporate and business-to-business; and media, technology and production services.

 

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WPP Digital – Through WPP Digital, WPP makes acquisitions and strategic investments in companies that bolster the Group’s presence in digital marketing & media and provide access for WPP companies and their clients to a portfolio of digital experts. Services provided by WPP Digital full-service interactive agencies include: digital marketing solutions for advertisers and publishers; integrated digital marketing strategy services; mobile solutions for handset manufacturers and wireless operators; creating measurable interactive marketing; and proprietary platforms which enable advertisers to engage with global audiences across the universe of digital media.

 

Manufacturing

 

The original business of the Group remains as the manufacturing division, which operates through subsidiaries of Wire and Plastic Products Limited. The division produces a wide range of products for commercial, industrial and retail applications.

 

WPP Head Office

 

WPP, the parent company, with its offices in London, New York, Tokyo, Hong Kong, Shanghai and São Paulo develops the professional and financial strategy of the Group, promotes operating efficiencies, coordinates cross referrals of clients among the Group companies and monitors the financial performance of its operating companies. The principal activity of the Group continues to be the provision of communications services worldwide. WPP acts only as a parent company and does not trade. The parent company complements the operating companies in three distinct ways.

 

   

First, the parent company relieves them of much administrative work. Financial matters (such as planning, budgeting, reporting, control, treasury, tax, mergers, acquisitions, investor relations, legal affairs and internal audit) are co-ordinated centrally.

 

   

Second, the parent company encourages and enables operating companies of different disciplines to work together for the benefit of clients. The parent company also plays an across-the-Group role in the management of talent, property, procurement, information technology (IT), knowledge sharing, practice development, and sustainability.

 

   

And, finally, the parent company itself can function as the 21st-century equivalent of the full-service agency. For some clients, predominantly those with a vast geographical spread and a need for a wide range of marketing services, WPP can act as a portal to provide a single point of contact and accountability.

 

The parent company operates with a limited group of approximately 400 people.

 

WPP Strategy

 

Our reason for being, the justification for WPP’s existence, continues to be to add value to our clients’ businesses and our people’s careers. Our goal remains to be the world’s most successful provider of communications services to multinational, regional and local companies, not just the largest.

 

The Group has four core strategic priorities.

 

   

Increase the share of revenues from the faster-growing markets of Asia Pacific, Latin America, Africa and the Middle East, and Central and Eastern Europe to 35-40%.

 

   

Increase the share of revenues of new media to 35-40%.

 

   

Increase the share of more measurable marketing services – such as Consumer Insight and direct, digital and interactive – to be more than 50% of revenues, with a focus on the application of new technology, big data and digital.

 

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Achieve ‘horizontality’ by ensuring our people work together for the benefit of clients, primarily through two horizontal integrators: client leaders and Country Managers.

 

If we implement this strategy effectively then our business will be geographically and functionally well positioned to compete successfully and to deliver on our long-term financial targets:

 

   

Revenue and gross profit growth greater than the industry average supplemented by acquisitions.

 

   

Annual improvement in headline PBIT margin of 0.5 margin points or more depending on revenue growth and staff cost to revenue ratio improvement of 0.3 margin points or more.

 

   

Annual headline PBIT growth of 10% to 15% delivered through revenue growth, margin expansion and acquisitions.

 

Sustainability

 

Sustainability issues are important to WPP in the work we do for our clients, the way we run our offices and consider our people and other stakeholders. Our five areas of focus are:

 

   

The impact of our work for clients. Our companies advise clients on sustainability, helping them to refine their strategies and create compelling communications. The value of client business supported by our sustainability credentials was worth at least $1.2 billion to the Group in 2012.

 

   

Marketing standards. We work to embed high ethical standards in our conduct and work for clients and to protect consumer data used for marketing purposes.

 

   

Employment practices. Our talent strategy includes competitive remuneration alongside a focus on diversity and inclusion, high-quality training and employee engagement. 32% of Board members and executive leaders are women, although this is still not good enough.

 

   

Environmental performance. We have reduced our carbon footprint per person by 28% since 2006. Our target is a 65% reduction by 2020.

 

   

Social investment including pro bono work. Our total social investment was worth £16.2 million, the equivalent of 1.5% of reported profit before tax.

 

Clients

 

The Group services 350 of the Fortune Global 500 companies, all 30 of the Dow Jones 30, 63 of the NASDAQ 100, 31 of the Fortune e-50 and almost 760 national or multinational clients in three or more disciplines. Almost 480 clients are served in four disciplines, and these clients account for over 57% of Group revenues. The Group also works with almost 360 clients in six or more countries.

 

The Company’s 10 largest clients accounted for 17.4% of the Company’s revenues in the year ended 31 December 2012. No client of the Company represented more than 5% of the Company’s aggregate revenues in 2012. The Group’s companies have maintained long-standing relationships with many of their clients, with an average length of relationship for the top 10 clients of approximately 50 years.

 

Government Regulation

 

From time to time, governments, government agencies and industry self-regulatory bodies in the United States, European Union and other countries in which the Company operates have adopted statutes, regulations, and rulings that directly or indirectly affect the form, content, and scheduling of advertising, public relations and public affairs, and market research, or otherwise limit the scope of the activities of the Company and its clients. Some of the foregoing relate to privacy and data protection and general considerations such as truthfulness, substantiation and interpretation of claims made, comparative advertising, relative responsibilities of clients and advertising, public relations and public affairs firms, and registration of public relations and public affairs firms’ representation of foreign governments.

 

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In addition, there is an increasing trend towards expansion of specific rules, prohibitions, media restrictions, labeling disclosures and warning requirements with respect to advertising for certain products, such as over-the-counter drugs and pharmaceuticals, cigarettes, food and certain alcoholic beverages, and to certain groups, such as children. Proposals have been made for the adoption of additional laws and regulations that could further restrict the activities of advertising, public relations and public affairs, and market research firms and their clients. Though the Company does not expect any existing or proposed regulations to have a material adverse impact on the Company’s business, the Company is unable to estimate the effect on its future operations of the application of existing statutes or regulations or the extent or nature of future regulatory action.

 

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C. Organizational Structure

 

The Company’s business comprises the provision of communications services on a national, multinational and global basis. It operates out of over 3,000 offices in 110 countries including associates. For a list of the Company’s principal subsidiary undertakings and their country of incorporation see note 29 to the Consolidated Financial Statements.

 

The Company organises its businesses in the following segments: Advertising and Media Investment Management; Consumer Insight; Public Relations & Public Affairs; and Branding & Identity, Healthcare & Specialist Communications. These business segments are comprised of the following principal disciplines: Advertising; Media Investment Management; Consumer Insight; Public Relations & Public Affairs; Branding & Identity; Healthcare Communications; Direct, Digital, Promotion & Relationship Marketing; Specialist Communications; WPP Digital; WPP Digital partner companies; and WPP knowledge community. A listing of the Group brands operating within these disciplines as at April 2013 is set forth below.

 

Advertising

ADK1

Bates CHI&Partners

CHI&Partners1

Dentsu Y&R1, 2, 4

Grey

HS Ad1

john st.

JWT

Ogilvy & Mather Advertising

Santo

Scangroup1

Scholz & Friends

Soho Square

TAXI4

Team Detroit

The Jupiter Drawing Room1

United Network

Y&R4

 

Media Investment Management

GroupM:

KR Media

Maxus

MediaCom

MEC

Mindshare

Outrider

Catalyst

Xaxis

Quisma

Other media agencies

M/Six2

tenthavenue:

Forward

Joule

Kinetic Worldwide

Spafax

 

Consumer Insight

Kantar:

Added Value

Center Partners

IMRB International

Kantar Health

Kantar Japan

Kantar Media

Kantar Operations

Kantar Retail

Kantar Worldpanel

Lightspeed Research

Millward Brown

  

Consumer Insight (continued)

The Futures Company

TNS

Other marketing consultancies

ohal

 

Public Relations & Public Affairs

Blanc & Otus7

Buchanan Communications

Burson-Marsteller4

Chime Communications PLC1

Clarion Communications

Cohn & Wolfe4

Dewey Square Group

Glover Park Group

Hering Schuppener

Hill+Knowlton Strategies

Ogilvy Government Relations

Ogilvy Public Relations

PBN Hill+Knowlton Strategies

Penn Schoen Berland4

Prime Policy Group

QGA

RLM Finsbury

Wexler & Walker Public Policy Associates7

 

Branding & Identity

Addison6

BDG architecture + design

Coley Porter Bell

Dovetail

FITCH6

Lambie-Nairn6

Landor Associates4, 6

PeclersParis6

The Brand Union6

The Partners6

VBAT6

 

Healthcare Communications

Feinstein Kean Healthcare8

GCI Health

ghg

Ogilvy CommonHealth Worldwide

Sudler & Hennessey4

 

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Direct, Digital, Promotion & Relationship Marketing

A. Eicoff & Co

Actis Wunderman5

AGENDA5

AKQA

Aqua5

Barrows1

Blast Radius5

Brierley & Partners1

Designkitchen5

Dialogue

Digit

EWA

FullSIX3

Grass Roots1

G29

- G2 Branding & Design

- G2 Interactive

- G2 Direct & Digital

- G2 Promotional Marketing

High Co1

iconmobile4

Kassius5

KBM Group5

Mando

Maxx Marketing

OgilvyAction

OgilvyOne Worldwide

OOT2

RTC4

Smollan Group1

Smollan/Headcount

Studiocom4

These Days5

VML4

Wunderman4

 

Specialist Communications

Corporate/B2B

    Ogilvy Primary Contact

Demographic marketing

    Bravo4

    K&L4

    MosaicaMD

    UniWorld1

    Wing9

Employer branding/recruitment

    JWT Inside

Event/face-to-face marketing

    MJM

    Metro

Foodservice marketing

    The Food Group

  

Specialist Communications (continued)

Sports marketing

    9ine Sports & Entertainment

    JMI1

    PRISM Group

Entertainment marketing

    Alliance

Youth marketing

    The Geppetto Group

Real estate marketing

    Pace

Technology marketing

    Banner Corporation4

Media & production services

    The Farm Group

    Imagina3

    MRC3

    United Visions

    The Weinstein Company3

 

WPP Digital

24/7 Media

Acceleration

Blue State Digital

The Data Alliance

Fabric Worldwide1

F.biz

Hogarth Worldwide

Johannes Leonardo1

POSSIBLE

Rockfish

Salmon

Syzygy1

The Media Innovation Group

 

WPP Digital partner companies

Ace Metrix3

eCommera3

Globant1

HDT Holdings Technology3

In Game Ad Interactive3

Invidi3

Jumptap3

mySupermarket3

Moment Systems3

nPario1

Proclivity Systems3

Say Media3

SFX Entertainment3

Vice Media3

Visible1

WildTangent3

 

WPP knowledge community

The Store

 

 

Notes

1    Associate

2    Joint venture

3     Investment

4    A Young & Rubicam Group company

5    Part of the Wunderman network

6    A member of B to D Group

7    A Hill+Knowlton Strategies company

8    An Ogilvy company

9    A Grey Group company

 

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D. Property, Plant and Equipment

 

The majority of the Company’s properties are leased, although certain properties which are used mainly for office space are owned. In the United States owned properties include the 214,000 square foot Young & Rubicam office condominium for their new headquarters located at 3 Columbus Circle in New York, New York and the 152,000 square foot TNS property located near Toledo, Ohio. Other owned properties are in Latin America (principally in Argentina, Brazil, Chile, Mexico, Peru and Puerto Rico), Asia (India and China) and in Europe (Spain, France, UK and Italy). In Europe owned properties include the 135,626 square foot TNS office located at 2 Rue Francis Pedron, Chambourcy, Paris, France and the 101,592 square foot TNS House at Westgate, Hangar Lane, London. Manufacturing facilities are owned in the United Kingdom. Principal leased properties, which are accounted for as operating leases, include office space at the following locations:

 

Location    Use     
 
Approximate
square footage
  
  

636 Eleventh Avenue, New York, NY

   Ogilvy & Mather      554,800   

285 Madison Avenue, New York, NY1

   Young & Rubicam      459,900   

498 Seventh Avenue, New York, NY

   GroupM, Mindshare,
Maxus, Mediacom
     358,000   

200 Fifth Avenue, New York, NY

   Grey Global Group, Cohn &
Wolfe
     343,000   

500/550 Town Center Drive, Dearborn, MI

   Team Detroit, JWT, Ogilvy
& Mather, Y&R
Advertising, PRISM,
Burrows, ZAAZ
     282,900   

466 Lexington Avenue, New York, NY

   JWT      270,300   

230 Park Avenue South, New York, NY

   Burson-Marsteller,

Landor, Sudler & Hennessey

     270,000   
1   

Short term lease to 30 April 2013 following building sale

 

The Company considers its properties, owned or leased, to be in good condition and generally suitable and adequate for the purposes for which they are used. At 31 December 2012, the fixed asset value (cost less depreciation) representing land, freehold buildings and leasehold buildings as reflected in the Company’s consolidated financial statements was approximately £488.6 million.

 

In 2012 the Company again reduced its core property portfolio. While overall square footage rose by 1.4% from 23.2 million sq ft to 23.5 million sq ft, this was less than half the 2.9% increase in revenue attributable to acquisitions, and considerably less than the 5.8% growth in constant currency revenues.

 

Average square foot per head dropped from 211 sq ft to 207 sq ft, but this was partly offset by a 1.6% increase in cost per square foot to £29.50. As a result, the Company held the establishment cost-to-revenue ratio at 6.7%, flat with prior year and ahead of our long term 7% run-rate target.

 

The Company’s aim for 2013 is to improve on this level in spite of sharp increases in Asia property costs and the impending end of a number of significant below market leases in the region.

 

See note 3 to the Consolidated Financial Statements for a schedule by years of future minimum rental payments to be made and future sublease rental payments to be received, as at 31 December 2012, under non-cancelable operating leases of the Company.

 

ITEM 4A. UNRESOLVED STAFF COMMENTS

 

Not applicable.

 

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ITEM 5. OPERATING AND FINANCIAL REVIEW AND PROSPECTS

 

Introduction

 

Certain Non GAAP measures included in this operating and financial review and prospects have been derived from amounts calculated in accordance with IFRS but are not themselves IFRS measures. They should not be viewed in isolation as alternatives to the equivalent IFRS measure, rather they should be read in conjunction with the equivalent IFRS measure. These include constant currency, pro-forma (‘like-for-like’), headline PBIT (Profit Before Interest and Taxation), headline PBIT margin, headline PBIT margin on gross profit, headline PBT (Profit Before Taxation), headline EBITDA (Earnings before Interest, Taxation, Depreciation and Amortisation), billings, estimated net new billings, free cash flow and net and average net debt, which we define, explain the use of and reconcile to the nearest IFRS measure on pages 28 to 31.

 

A. Operating Results

 

Overview

 

The Company is one of the world’s most comprehensive marketing communications groups. It operates through a large number of established national, multinational and global advertising and marketing services companies. The Company offers services in four reportable segments:

 

   

Advertising and Media Investment Management;

 

   

Consumer Insight;

 

   

Public Relations & Public Affairs; and

 

   

Branding & Identity, Healthcare and Specialist Communications.

 

In 2012, approximately 41% of the Company’s consolidated revenues were derived from Advertising and Media Investment Management, with the remaining 59% of its revenues being derived from the remaining three segments.

 

The following objectives represent the Group’s key performance indicators.

 

1.   First, to continue to improve operating margins. In 2012, we achieved a headline PBIT margin of 14.8%, a new high. We continue to believe a headline PBIT margin of around 18% or more is a tough, but realistic, objective given that our best-performing companies in each services sector have already demonstrated they can perform at a combined Group margin of 17%. It may well be that headline PBIT as a percentage of gross profit is a more accurate competitive comparison and we achieved 16.1% in 2012, the highest level in the industry.

 

2.   Second, to increase flexibility in the cost structure. In 2012, flexible staff costs (including incentives, freelance and consultants) remained close to historical highs of around 7% of revenues and continue to position the Group extremely well, if current market conditions change.

 

3.   Third, to enhance share owner value and maximize the return on investment on the Company’s substantial free cash flow across the alternative uses of funds: capital expenditure; mergers and acquisitions; and dividends or share buy-backs.

 

4.   Fourth, we will continue to develop the value added by the parent company and build unique integrated marketing approaches for clients. WPP is not just a holding company focused on planning, budgeting, reporting and financial issues, but a parent company that can add value to our clients and our people in the areas of human resources, property, procurement, information technology and practice development including sustainability. This does not mean that we seek to diminish the strength of our operating brands, but rather to learn from one another. Our objective is to maximise the added value for our clients in their businesses and our people in their careers.

 

5.   Fifth, to emphasise revenue growth more as margins improve through our practice development activities, aimed at helping us position our portfolio in the faster-growing functional and geographic areas.

 

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6.   Sixth, to improve still further the creative capabilities and reputation of all our businesses by stepping up our training and development programs; by recruiting the finest external talent; by celebrating and rewarding outstanding creative success tangibly and intangibly; by acquiring strong creative companies; and by encouraging, monitoring and promoting our companies’ achievements in winning creative awards.

 

The following discussion is based on the Company’s audited Consolidated Financial Statements beginning on page F-1 of this report. The Group’s consolidated financial statements have been prepared in accordance with IFRS as issued by the IASB.

 

2012, our twenty-seventh year, was another record one, with revenue, profitability, headline PBIT margin and earnings per share all reaching new highs and, for the second year running, the Company was awarded a Cannes Lion for Creative Holding Company of the Year, in recognition of the Company’s collective creative excellence. These record results were achieved against a backdrop of economic uncertainty and fragile client confidence.

 

The share price rose sharply in 2012 – an increase of over 31% to 888.0p at year end. Dividends were increased by almost 16% to 28.51p, a record level.

 

Reported billings were down slightly at £44.4 billion, but up well over 1% in constant currencies. Revenues were up 3.5% to £10.4 billion and up almost 6% in constant currencies. Our revenues exceeded all our competitors for the fifth consecutive year and by an increasing amount.

 

Reported profit before interest and taxation rose over 4% to £1.311 billion from £1.258 billion. Headline PBIT was up over 7% to £1.531 billion against £1.429 billion in 2011 and up over 11% in constant currencies. Headline PBIT margin was 14.8% in 2012 against 14.3% last year, in line with target and also surpassing the historical pro- forma high of 14.3% in 2008. On gross profit, the headline PBIT margin was 16.1%, up 0.6 margin points on 2011.

 

Profit for the year decreased by 2% to £0.895 billion. Headline EBITDA increased by 7% to £1.756 billion. Headline profit before tax was up over 7% to £1.317 billion and reported profit before tax was up over 8% to £1.092 billion. Diluted earnings per share decreased by over 2% to 62.8p, reflecting the release of prior year tax provisions in 2011.

 

Net cash inflow from operating activities strengthened to £0.908 billion in the year. Free cash flow strengthened to £1.094 billion in the year, over £1 billion for the second consecutive year. Net debt averaged £3.2 billion in 2012, up £0.4 billion at 2012 exchange rates, and net debt at 31 December 2012 was £2.8 billion, £0.3 billion higher than 2011, reflecting increased spending on acquisitions (chiefly AKQA) and higher dividends.

 

Estimated net new business billings of £3.9 billion ($6.2 billion) were won in 2012, up almost 21% on 2011.

 

Segment performance

 

Performance of the Group’s businesses is reviewed by management based on headline PBIT. A table showing these amounts by operating sector and geographical area for each of the three years ended 31 December 2012, 2011 and 2010 is presented in note 2 to the Consolidated Financial Statements. To supplement the reportable currency segment information presented in note 2 to the Consolidated Financial Statements, the following tables give details of revenue growth by geographical area and operating sector on a reported, constant currency, and like-for-like basis.

 

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Geographical area

 

      Reported
revenue
growth %+/(-)
    

Constant
currency
revenue

growth %+/(-)

     Like-for-like
revenue
growth %+/(-)
 
      2012     2011      2012      2011      2012     2011  

North America

     4.7        2.7         3.7         6.3         (0.1     2.9   

United Kingdom

     7.7        8.8         7.7         8.8         4.0        6.7   

Western Continental Europe1

     (2.6     7.7         3.7         6.3         0.1        2.2   

Asia Pacific, Latin America, Africa & Middle East and Central & Eastern Europe

     5.7        12.5         9.3         12.6         8.3        10.5   

Total Group

     3.5        7.4         5.8         8.4         2.9        5.3   

1    Western Continental Europe includes Ireland.

               

 

Like-for-like revenue growth in North America declined as the year progressed, from over 1% in the first quarter to down -0.6% in quarter four. Relatively strong growth in the Group’s Advertising and Media Investment Management businesses was more than offset by parts of the Group’s Consumer Insight, Public Relations & Public Affairs and Branding & Identity, Healthcare and Specialist Communications businesses. This seems to be indicative of continued pressure on discretionary client spending. In constant currencies, full year revenue growth was well over 3%, while like-for-like revenues were down marginally at -0.1%.

 

Conversely, and against market trends, the UK showed an improving rate of quarterly like-for-like revenue growth as the year progressed, from 2.5% in the first quarter to over 5% in quarter four. In the last quarter, particularly strong growth in Advertising and Media Investment Management was partly offset by slower growth in Consumer Insight, Branding & Identity and Healthcare Communications. Full year revenue growth in constant currencies was well over 7% and like-for-like growth was 4%.

 

Western Continental Europe, although relatively more difficult, actually showed some improvement in the fourth quarter, with growth in Italy, Turkey and (surprisingly) Greece, but Spain, Portugal, Scandinavia, France, the Netherlands and Switzerland were tougher, with the continuing effects of the Eurozone crisis impacting parts of the region. Full year revenue growth in constant currencies was well over 3%, while like-for-like growth was only slightly positive at 0.1%.

 

Our strongest region in 2012 was again Asia Pacific, Latin America, Africa & Middle East and Central & Eastern Europe, with constant currency growth of over 9% and like-for-like growth of over 8%, principally driven by Latin America and the BRICs1.

 

Latin America showed the strongest growth of all of our sub-regions in the year, with constant currency revenues up almost 13% and like-for-like revenues up well over 11%. The Middle East & Africa showed the strongest growth of our sub-regions in the fourth quarter, with like-for-like revenues up almost 10% and with all sectors improving. Full year revenue growth was almost 9%. Central and Eastern Europe, after a difficult third quarter, improved significantly in the final quarter, with like-for-like growth of over 12% in Russia. Full year like-for-like growth in this sub-region was 0.7%.

 

1    Brazil, Russia, India and China

 

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Full year revenues for the BRICs, which account for almost $2 billion of revenue, were up over 11% on a like-for-like basis. In 2012, 30% of the Group’s revenues came from Asia Pacific, Latin America, Africa & Middle East and Central & Eastern Europe, 0.6 percentage points more compared with the previous year and against the Group’s strategic objective of 35-40% over the next two to three years. Markets outside North America now account for 66% of our revenues.

 

Operating Sector

 

      Reported
revenue
growth %+/(-)
    

Constant
currency
revenue

growth %+/(-)

     Like-for-like
revenue
growth %+/(-)
 
      2012      2011      2012      2011      2012     2011  

Advertising and Media Investment Management

     2.8         11.4         5.2         12.2         5.1        7.4   

Consumer Insight

     0.1         1.1         2.8         1.7         0.8        0.8   

Public Relations & Public Affairs

     3.6         4.8         4.2         6.2         (1.0     4.6   

Branding & Identity, Healthcare and Specialist Communications

     8.0         8.5         10.2         10.1         2.6        6.9   

Total Group

     3.5         7.4         5.8         8.4         2.9        5.3   

 

Advertising and Media Investment Management remained the strongest-performing sector with full year revenues up 5.2% in constant currencies and 5.1% like-for-like. In the final quarter, constant currency revenues were up 4.0% and like-for-like revenues were up 5.4%, considerably stronger than the third quarter like-for-like growth of 2.9%.

 

Of the Group’s advertising networks, Ogilvy & Mather, which was named Network of the Year at Cannes, performed especially well in North America, the UK and Latin America, with Grey in North America even stronger. However, the Group’s advertising businesses in Western Continental Europe generally remained under pressure with like-for-like revenues down. Growth in the Group’s Media Investment Management businesses has been very consistent throughout the year, with constant currency revenues up over 12% for the year and like-for-like growth of 11.0%. tenthavenue, the ‘engagement’ network focused on out-of-home media, was established towards the end of 2010 and in 2012 showed strong revenue growth, with like-for-like revenues up over 7% following growth of over 14% in 2011. The strong revenue growth across most of the Group’s businesses, together with good cost control, resulted in the combined headline PBIT margin of this sector improving by 1.6 margin points to 17.7%.

 

In 2012, Ogilvy & Mather, JWT, Y&R, Grey and United generated estimated net new business billings of £1.087 billion ($1.740 billion). GroupM (the Group’s Media Investment Management arm, which includes Mindshare, MEC, MediaCom, Maxus, GroupM Search and Xaxis), together with tenthavenue, generated estimated net new business billings of £2.148 billion ($3.437 billion).

 

Consumer Insight revenues grew 2.8% on a constant currency basis, with gross profit up 0.8% on the same basis. On a like-for-like basis revenues were up 0.8% with gross profit down 1.1% on the same basis. The pattern of revenue growth seen in the first nine months continued into the final quarter, with the mature markets of North America and Continental Europe difficult but counterbalanced by strong growth in the faster growing markets of Asia Pacific, Latin America, Africa & the Middle East. In the fourth quarter, the UK also slowed. Headline PBIT margins fell 0.5 margin points to 10.0%, while headline PBIT margins on gross profit fell 0.4 margin points to 13.9%. The central issue continues to be like-for-like revenue growth in the custom businesses in mature markets, where discretionary spending remains under review by clients. Custom businesses in faster-growth markets, and syndicated and semi-syndicated businesses in all markets, remain robust, with strong like-for-like revenue growth.

 

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The Group’s Public Relations & Public Affairs businesses had a more difficult year with full-year growth in constant currencies of 4.2% and like-for-like revenues down 1.0%, with continuing pressure in North America and Continental Europe across most of the Group’s brands, only partly offset by strong growth in the UK, Latin America and the Middle East & Africa. Headline PBIT margins fell by 1.2 margin points to 14.9%.

 

At the Group’s Branding & Identity, Healthcare and Specialist Communications businesses (including direct, digital and interactive), constant currency revenues grew strongly at 10.2% with like-for-like growth of 2.6%. Like-for-like revenue growth slipped slightly in quarter four, due primarily to slower growth in parts of the Group’s Branding & Identity and Healthcare Communications businesses, but remained close to 2%. AKQA, the leading digital agency acquired in July 2012, performed well with full year like-for-like revenues up 10%. Headline PBIT margins for the sector as a whole improved slightly, up 0.1 margin points to 14.4%.

 

Over 32% of the Group’s 2012 revenues came from direct, digital and interactive, up over 1.0 percentage point from the previous year and growing 6.7% like-for-like over 2011. Marketing services comprised almost 60% of our revenues in 2012, a similar proportion to 2011.

 

2012 compared with 2011

 

Revenues

 

Reported revenue growth for the year of 3.5% was impacted by the strength of sterling, primarily against the Euro. On a constant currency basis, which excludes the impact of currency movements, revenues were up almost 6%. On a like-for-like basis, which excludes the impact of currency and acquisitions, revenues were up 2.9%, with like- for-like gross profit up 2.4%, reflecting pressure on gross profit in the Group’s Consumer Insight custom businesses in the mature markets of North America, the UK and Western Continental Europe. In the fourth quarter, like-for-like revenues were up 2.5%, an improvement on the third quarter of 1.9%, due to stronger growth in all regions except North America. This reflects a reversal of the declining quarterly like-for-like revenue growth trend which went from 4% in quarter one, to 3% in quarter two and to 2% in quarter three.

 

Operating costs

 

Operating costs increased by 2.8% in 2012 to £8,273.7 million from £8,046.3 million in 2011 on a reported basis and by 4.7% on a constant currency basis. During 2012, the Group continued to reap the benefits of containing operating costs, with improvements across most cost categories, particularly property, commercial and office costs.

 

On a like-for-like basis the average number of people in the Group increased by 1.6% in 2012. On the same basis, the number of people in the Group at 31 December 2012 was 0.4% lower than at the end of 2011. This point-to-point decrease reflects the adjustments in staff costs made in the second half of 2012, following the slowdown in revenue growth after the first quarter of the year. Also on a like-for-like basis, revenues increased by 2.9% and gross profit 2.4%.

 

Reported staff costs, excluding incentives, rose by over 5% and by over 7% in constant currency. Incentive payments amounted to £291 million (or over $465 million) which was well over 16% of headline PBIT before incentives and income from associates compared with £338 million or almost 20% in 2011. Performance in parts of the Group’s custom research, public relations and public affairs, healthcare and direct, digital and interactive businesses fell short of the maximum performance objectives agreed for 2012, as the like-for-like revenue growth rate slowed in quarters two and three in 2012. This followed the record profit and margin performance in 2011, when most of the Group’s operating companies achieved maximum incentive levels. Headline PBIT margins, before all incentives and income from associates, were 16.9%, down 0.1 margin points, compared with 17.0% last year. The Group’s staff cost to revenue ratio, including incentives, increased by 0.3 margin points to 58.9% compared with 58.6% in 2011. Following intentional reductions in 2009 and 2010 after the Lehman crisis, the Group increased its investment in people, particularly in the latter part of 2011 and in early 2012, mainly in the faster-growing geographic and functional markets (such as media investment management and digital) as like-for-like revenues and gross profit increased.

 

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In 2012, the ratio of variable staff costs (incentives, freelance and consultants costs) to total staff costs was 11.4%, compared with 12.2% in 2011. As a proportion of revenue, variable staff costs were 6.7% in 2012 compared with 7.2% in 2011.

 

In the second half of 2012, the Group received the proceeds from the sale of the stake in Buddy Media and also completed the sale of the freehold of 285 Madison Avenue, the New York headquarters of Young & Rubicam Inc. These two transactions combined resulted in a gain of £102 million. Offsetting this gain, are restructuring costs of £93.4 million which include £62.9 million of severance cost arising from a structural reassessment of certain of the Group’s operations, primarily in Western Continental Europe; and £30.5 million of other costs, primarily accelerated depreciation of IT assets in the US and Europe, arising from an overhaul of its centralised IT infrastructure.

 

Profit before interest and taxation

 

As a result of the above, reported PBIT rose over 4% to £1.311 billion from £1.258 billion, up over 8% in constant currencies. Headline PBIT rose over 7% to £1.531 billion from £1.429 billion, up over 11% in constant currencies.

 

Finance income, finance costs and revaluation of financial instruments

 

Finance income decreased to £85.9 million in 2012 from £97.3 million in 2011. Finance costs increased to £299.8 million in 2012 from £297.2 million in 2011. Therefore, net finance costs were £213.9 million, up from £199.9 million last year, reflecting higher average net debt, offset by lower funding costs. Revaluation of financial instruments resulted in a charge of £4.7 million in 2012 and a charge of £50.0 million in 2011.

 

Taxation

 

The Company’s effective tax rate on reported profit before tax in 2012 was 18.1%, compared to 9.1% in 2011. The difference in the reported tax rate is primarily due to the release in 2011 of prior year corporate tax provisions following the resolution of a number of open tax matters.

 

Profit for the year

 

Profit for the year decreased by 2.4% to £894.7 million in 2012 from £916.5 million in 2011 on a reported basis and increased by 2.4% in constant currency, reflecting a higher effective tax rate, which is only partially offset by the higher revenue and lower charges for revaluation of financial instruments. In 2012, £822.7 million of profit for the year was attributable to equity holders of the parent and £72.0 million attributable to non-controlling interests. Diluted earnings per share decreased by over 2% (increased by almost 2% in constant currencies) to 62.8p, again reflecting the release of prior year tax provisions in 2011.

 

2011 compared with 2010

 

Revenues

 

Reported revenues were up 7.4% in 2011 to £10,021.8 million from £9,331.0 million in 2010. The Group’s reported revenue growth for the year of over 7% reflected the strength of sterling, primarily against the US dollar. On a constant currency basis, which excludes the impact of currency movements, revenues were up over 8%. On a like-for-like basis, excluding the impact of acquisitions and currency, revenues were up 5.3%, with gross profit up 5.9%. In the fourth quarter, like-for-like revenues were up 4.5%, down slightly on the third quarter, primarily due to stronger comparatives.

 

Despite the slowdown in economic activity resulting from the uncertainty triggered by the Eurozone crisis, advertising and marketing services expenditures continued to rise and there seem to have been some significant changes, particularly in corporate behaviour, to explain why. In 2009, post-Lehman, all bets were off. Consumers

 

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Table of Contents

and corporates were focused almost totally on rapidly reducing costs and de-leveraging. In 2010 and 2011, however, the situation seemed to change. The financial world did not come to an end as some had predicted. Western-based multinational companies, which today are reputed to be sitting on as much as $2 trillion net cash with relatively un-leveraged balance sheets, were still fearful of making mistakes but prepared to invest in capacity and behind brands in fast-growing markets. At the same time, they were also prepared to invest in brands to maintain or increase market share even in slow-growth Western markets, such as the US and Western Europe. This approach has the virtue of not increasing fixed costs, although we in the communications services business naturally regard brand spending as a fixed investment and not a discretionary cost.

 

On a combined basis, over the last two years, there has been a sequential improvement in like-for-like quarterly revenue growth, with 6.7% for the first quarter, 10.3% in the second, 12.2% for the third and 13.1% for the fourth. This two-year combined sequential quarterly growth continues to reflect increased client advertising and promotional spending – with the former tending to grow faster than the latter, which from our point of view is more positive – across most of the Group’s major geographic markets and functional sectors despite tougher comparatives. Nonetheless, clients understandably continue to demand increased effectiveness and efficiency, i.e. better value for money.

 

Operating costs

 

Operating costs increased by 6.0% in 2011 to £8,046.3 million from £7,587.5 million in 2010 on a reported basis and by 7.1% on a constant currency basis. During 2011, the Group continued to reap the benefits of containing operating costs, with improvements across most cost categories, particularly direct, property, commercial and office costs.

 

On a like-for-like basis the average number of people in the Group increased by 4.6% in 2011. On the same basis, the number of people in the Group at 31 December 2011 was 4.3% higher than at the end of 2010. Also on a like-for-like basis, revenues increased by 5.3% and gross profit 5.9%.

 

Reported staff costs, excluding incentives, rose by 8.6% and by 9.6% in constant currency. Incentive payments amounted to £338 million (or over $500 million) which was almost 20% of headline PBIT before incentives and income from associates and represented close to maximum achievement of agreed performance targets. The Group’s reported staff cost to revenue ratio, including incentives, increased by 0.3 margin points to 58.6% compared with 58.3% in 2010. Following intentional containment in 2009 and 2010 post-Lehman, the Group continued to increase its investment in human capital in 2011, particularly in the faster-growing geographic and functional markets as like-for-like revenues and gross profit increased significantly. However, the Group’s more representative staff costs to gross profit ratio remained flat at 63.6% compared with the prior year, as gross profit grew faster than revenues.

 

In 2011, the ratio of variable staff costs (incentives, freelance and consultants costs) to total staff costs was 12.2%, compared with 13.4% in 2010. As a proportion of revenue, variable staff costs were 7.2% in 2011 compared with 7.8% in 2010.

 

In 2011 we were able to reduce our core property portfolio. Although square footage rose by 1.7% from 22.8 million sq ft to 23.2 million sq ft at the end of the year, this increase was less than the 3.1% of revenue growth attributable to acquisitions and considerably less than constant currency revenue growth of 8.4%, meaning our core portfolio (excluding the impact of acquisitions) reduced. As a result of this improvement in space utilisation the establishment cost-to-revenue ratio in 2011 dropped to 6.7% (in spite of a 3% increase in cost per square foot) from 7.1% in 2010.

 

Profit before interest and taxation

 

As a result of the above, reported PBIT rose over 22% to £1.258 billion from £1.028 billion, up over 23% in constant currencies. Headline PBIT rose over 16% to £1.429 billion from £1.229 billion, up over 17% in constant currencies.

 

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Finance income, finance costs and revaluation of financial instruments

 

Finance income increased to £97.3 million in 2011 from £81.7 million in 2010. Finance costs increased to £297.2 million in 2011 from £276.8 million in 2010. Therefore, net finance costs were £199.9 million, up from £195.1 million last year, reflecting lower average net debt, offset by higher funding costs. Revaluation of financial instruments resulted in a charge of £50.0 million in 2011 and income of £18.2 million in 2010. The 2011 charge is predominantly attributable to revaluation of put options over non-controlling interests.

 

Taxation

 

The Company’s effective tax rate on reported profit before tax in 2011 was 9.1%, compared to 22.4% in 2010. The difference was primarily due to the release of prior year corporate tax provisions following the resolution of a number of open tax matters, together with deferred tax credits in relation to amortisation of acquired intangible assets.

 

Profit for the year

 

Profit for the year increased by 38.7% to £916.5 million in 2011 from £661.0 million in 2010 on a reported basis and increased by 40.2% in constant currency, reflecting higher profit margins and a lower effective tax rate. In 2011, £840.1 million of profit for the year was attributable to equity holders of the parent and £76.4 million attributable to non-controlling interests.

 

Inflation

 

As in 2011, in management’s opinion inflation did not have a material impact on the Company’s results for the year or financial position at 31 December 2012.

 

Foreign currency fluctuations

 

See Item 11 for a discussion of the impact of currency exchange rate fluctuations on the Group’s consolidated results.

 

B. Liquidity and Capital Resources

 

General—The primary sources of funds for the Group are cash generated from operations and funds available under its credit facilities. The primary uses of cash funds in recent years have been for debt service and repayment, capital expenditures, acquisitions, share repurchases and cancellations and dividends. For a breakdown of the Company’s sources and uses of cash and for the Company’s liquidity risk management see the “Consolidated Cash Flow Statement” and note 24, which are included as part of the Company’s Consolidated Financial Statements in Item 18 of this Report.

 

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There are broadly three alternative uses of funds.

 

   

Capital expenditure, which usually approximates the depreciation cost. Pressure here has eased as technology pricing has fallen, although we have increased investment in our digital- and technology-based service offering, in line with our strategic goals. The Group has actively assessed its IT infrastructure in 2012 and consequently accelerated its overhaul of centralised IT services, although the pace of process simplification, offshoring and outsourcing needs to be quickened. The Company has also invested significantly more in real estate following lease renewals to secure greater efficiencies. A large part of the proceeds from the sale of the freehold of 285 Madison Avenue in New York have been reinvested in relocating the headquarters of Young & Rubicam Inc. to a more modern, efficient facility at 3 Columbus Circle.

 

   

Mergers and acquisitions, which have historically taken the lion’s share of free cash flow. Here the Group has raised the hurdle rate on capital employed so that return on capital may be increased. There is a very significant pipeline of reasonably-priced small- and medium-sized potential acquisitions, with the exception of Brazil and India and digital in the US, where prices seem to have got ahead of themselves because of pressure on our competitors to catch up. This is clearly reflected in some of the operational and governance issues that are starting to surface elsewhere in the industry, particularly in fast-growing markets like China and Brazil.

 

The Group’s acquisition focus in 2012 was again on the triple play of faster-growing geographic markets, new media and consumer insight, including the application of technology and big data, totally consistent with the Group’s strategic priorities in the areas of geography, new communication services and measurability. In 2012, the Group spent £500 million on initial acquisition payments, net of cash acquired and disposal proceeds. Net acquisition spend is currently targeted at around £300 to £400 million per annum and the Group will continue to seize opportunities in line with its strategy.

 

   

Dividends or share buy-backs. The Group has increasingly come to the view, based on co-operative research with leading investment institutions, that, currently, the markets favour consistent increases in dividends and higher maintainable pay-out ratios, along with anti-dilutive buy-backs and, of course, sensibly-priced strategic acquisitions.

 

Following the strong first-half results in 2012, the Board raised the interim dividend by 18%. The final dividend has been increased by 15%, bringing the total dividend for the year to 28.51p per share, up 15.9%. Dividends paid in respect of 2012 will total almost £360 million for the year.

 

Share buy-backs will continue to be targeted to absorb any share dilution from issues of options or restricted stock, although the Company does also have considerable free cash flow to take advantage of any anomalies in market values, as it did last year. Share buy-backs in 2012 cost £135 million, representing 1.3% of issued share capital.

 

The Group’s liquidity is affected primarily by the working capital flows associated with its media buying activities on behalf of clients. The working capital movements relate primarily to the Group’s billings. Billings comprise the gross amounts billed to clients in respect of commission-based/fee-based income together with the total of other fees earned. In 2012, billings were £44.4 billion, or 4.3 times the revenue of the Group. The inflows and outflows associated with media buying activity therefore represent significant cash flow within each month of the year and are forecast and re-forecast on a regular basis throughout the year by the Group’s treasury staff so as to ensure that there is continuing coverage of peak requirements through committed borrowing facilities from the Group’s bankers and other sources.

 

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Liquidity risk management—The Group manages liquidity risk by ensuring continuity and flexibility of funding even in difficult market conditions. Undrawn committed borrowing facilities are maintained in excess of peak net borrowing levels and debt maturities are closely monitored. Targets for debt and cash position are set on an annual basis and, to assist in meeting this, working capital targets are set for all the Group’s major operations. See additional discussion on liquidity risk in note 24 to the consolidated financial statements.

 

Debt

 

The Company’s borrowings consist of bonds and revolving credit facilities, details on the Company’s borrowings are provided in note 10 to the consolidated financial statements.

 

Borrowings under the Revolving Credit Facility are governed by certain financial covenants based on the results and financial position of the Group, including requirements that (i) the interest coverage ratio for each financial period equal or exceed 5.0 to 1 and (ii) the ratio of borrowed funds to earnings before interest, taxes, depreciation and amortisation at 30 June and 31 December in each year shall not exceed 3.5 to 1, both covenants as defined in the relevant agreement. The Group is in compliance with both covenants.

 

Hedging of financial instruments—The Group’s policy on interest rate and foreign exchange rate management sets out the instruments and methods available to hedge interest and currency risk exposures and the control procedures in place to ensure effectiveness. The Group uses derivative financial instruments to reduce exposure to foreign exchange risk and interest rate movements. The Group does not hold or issue derivative financial instruments for speculative purposes.

 

In 2012, net cash inflow from operating activities was £908.3 million. Free cash flow available for debt repayment, acquisitions, share buy-backs and dividends was £1,094.0 million. This free cash flow was partially absorbed by £586.6 million in net acquisitions and disposals, by £134.5 million in share repurchases and buy-backs and by £306.6 million in dividends, leaving £66.3 million.

 

In September 2012, the Group successfully issued $500 million of 10-year bonds at a coupon of 3.625%, together with $300 million of 30-year bonds at 5.125%.

 

At 31 December 2012, the Group’s net debt was £2.8 billion, up £0.3 billion from £2.5 billion in 2011, reflecting increased spending on acquisitions (chiefly AKQA) and higher dividends. Net debt averaged £3.2 billion in 2012, up £0.4 billion at 2012 exchange rates. The Group’s average net debt was around 1.8 times headline EBITDA in 2012 compared with 1.7 times in 2011, well within the Group’s current target range of 1.5-2.0 times.

 

Interest (finance cost net of finance income, excluding revaluation of financial instruments) cover based on headline PBIT in 2012 was 7.2 times. So far, in the first three months of 2013, average net debt was up approximately £0.3 billion at £3.0 billion against £2.7 billion for the same period in 2012, at 2013 exchange rates.

 

With a current equity market capitalisation of approximately £13.6 billion, the total enterprise value of the Company is approximately £16.6 billion, a multiple of 9.3 times 2012 headline EBITDA.

 

The Company’s borrowings are evenly distributed between fixed and floating rate debt. Given the strong cash generation of the business, its debt maturity profile and available facilities, the directors believe the Company has sufficient liquidity to match its requirements for the foreseeable future.

 

Refer to Item 5F for details on the Company’s material commitments for capital expenditures at 31 December 2012.

 

C. Research and Development, Patents and Licenses

 

Not applicable.

 

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D. Trend Information

 

The discussion below and in the rest of this Item 5 includes forward-looking statements regarding plans, objectives, projections and anticipated future performance based on assumptions that are subject to risks and uncertainties. As such, actual results or outcomes may differ materially from those discussed in the forward-looking statements. See “Forward-Looking Statements” preceding Item 1 in this annual report.

 

In the first quarter of 2013, reported revenues were up 5.9% at £2.532 billion. Revenues in constant currency were up 5.1%, reflecting the slight weakness of the pound sterling against the US dollar and the Euro. On a like-for-like basis, excluding the impact of acquisitions and currency fluctuations, revenues were up 2.1% with like-for-like gross profit up 1.9% compared with the same period last year, as the scale of digital activities increased.

 

The pattern of revenue growth in 2013 has started similarly to the final quarter of 2012, with constant currency growth showing continuing improvement across all sectors, except Public Relations & Public Affairs, and across all geographies. On a like-for-like basis, Advertising and Media Investment Management and Branding & Identity, Healthcare and Specialist Communications (including direct, digital and interactive), as in the final quarter of 2012, were the strongest by sector, with Consumer Insight also improving. Our budgets for 2013 indicated like-for-like growth of around 3% over last year. For the first three months actual performance was well ahead of the projections for quarter one. A preliminary look at our quarter one revised forecasts for the full year indicates revenue growth ahead of budget with a stronger second half than previously, partly reflecting easier comparatives with the second half of 2012. The mature markets of the United States and Western Continental Europe slowed in 2012, although the United Kingdom, against market trends, grew strongly. This pattern has continued into the first quarter of 2013 and as indicated in the budgets for this year, the faster growing markets of Asia Pacific, Latin America, Africa & Middle East and Central & Eastern Europe were strongest in the first quarter, followed by the United Kingdom. Headline PBIT is above budget and well ahead of last year and the increase in margin is in line with the Group’s full year headline PBIT margin target of 0.5 margin points improvement.

 

The Group gained a total of £940 million ($1.504 billion) in net new business wins (including all losses) in the first quarter, compared to £1.159 billion ($1.855 billion) in the same period last year.

 

Concerns globally about the Eurozone crisis, the Middle East, a Chinese or BRICs hard or soft landing and, perhaps, most importantly, dealing with the US deficit and a record $16 trillion of debt, continue to make clients reluctant to take further risks, despite stronger balance sheets. Clients remain focused on a strategy of adding capacity and brand building in both fast growth geographic markets and functional markets like media and digital.

 

The pattern of 2013 looks similar to 2012 and equally demanding, perhaps with slightly increased client confidence balancing the lack of maxi- or mini-quadrennial events. Forecasts of worldwide real GDP growth still hover around 3%, with inflation of 2% giving nominal GDP growth of 5%. Advertising as a proportion of GDP should at least remain constant overall, although it is still at relatively depressed historical levels, particularly in mature markets, post-Lehman and advertising should, as a result, grow at least at a similar rate to nominal GDP. Both consumers and corporates are likely to remain cautious and risk averse, but corporates should continue to invest in capacity and brands in fast growth markets, and in slow growth markets invest in brands to maintain market share, as they squeeze capacity. 2014 looks a better prospect, however, with the World Cup in Brazil, the Winter Olympics in Sochi and the United States mid-term Congressional elections.

 

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E. Off-Balance Sheet Arrangements

 

None.

 

F. Tabular Disclosure of Contractual Obligations

 

The following summarises the Company’s estimated contractual obligations at 31 December 2012, and the effect such obligations are expected to have on its liquidity and cash flows in the future periods. Certain obligations presented below held by one subsidiary of the Company may be guaranteed by another subsidiary in the ordinary course of business.

 

              Payments due in  
(£m)    Total      2013      2014      2015      2016      2017      Beyond
2017
 

Debt financing under the Revolving Credit Facility and in relation to unsecured loan notes1

  

Eurobonds

     1,503.2         487.5        —           406.3        609.4         —           —     

Sterling and convertible bonds

     1,050.0         —           450.0         —           —           400.0        200.0   

US$ bonds

     1,589.1         —           596.4         —           —           —           992.7   

Other

     15.4         —           15.4         —           —           —           —     

Subtotal

     4,157.7         487.5        1,061.8         406.3         609.4         400.0         1,192.7   

Interest payable

     1,120.9         233.9         183.0         123.3         98.0         65.1         417.6   

Total

     5,278.6         721.4         1,244.8         529.6         707.4         465.1         1,610.3   

Operating leases2

     2,171.2         356.6         306.6         274.6         225.7         179.1         828.6   

Capital commitments3

     47.0         47.0         —           —           —           —           —     

Investment commitments3

     18.8         18.8         —           —           —           —           —     

Estimated obligations under acquisition earnouts and put option agreements

     338.3         97.7         38.6         78.4         32.5         86.7         4.4   

Total contractual obligations

     7,853.9         1,241.5         1,590.0         882.6         965.6         730.9         2,443.3   

 

1   

In addition to debt financing under the Revolving Credit Facility and in relation to unsecured loan notes, the Company had short-term overdrafts at 31 December 2012 of £586.0 million. The Group’s net debt at 31 December 2012 was £2,821.2 million and is analysed in Item 5B.

2   

Operating leases are net of sub-let rentals of £17.4 million.

3   

Capital and investment commitments include commitments contracted, but not provided for in respect of property, plant and equipment and in respect of interests in associates and other investments, respectively.

 

The Company expects to make annual contributions to its funded defined benefit plans, as determined in line with local conditions and practices. Contributions in respect of unfunded plans are paid as they fall due. The total contributions (for funded plans) and benefit payments (for unfunded plans) paid for 2012 amounted to £56.5 million (2011: £66.8 million, 2010: £53.3 million). Employer contributions and benefit payments in 2013 are expected to be in the range of £50 million to £70 million depending on the performance of the assets. Projections for years after 2013 are subject to a number of factors, including future asset performance and changes in assumptions which mean the Company is unable to make sufficiently reliable estimations of future contributions.

 

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Non-GAAP Information

 

Constant currency

 

The Company’s reporting currency is the UK pound sterling. However, the Company’s significant international operations give rise to fluctuations in foreign exchange rates. To neutralise foreign exchange impact and to better illustrate the underlying change in revenue and profit from one year to the next, the Company has adopted the practice of discussing results in both reportable currency (local currency results translated into pounds sterling at the prevailing foreign exchange rate) and constant currency.

 

The Group uses US dollar-based, constant currency models to measure performance. These are calculated by applying budgeted 2012 exchange rates to local currency reported results for the current and prior year. This gives a US-dollar denominated income statement and balance sheet which exclude any variances attributable to foreign exchange rate movements.

 

Pro-forma (‘like-for-like’)

 

Management believes that discussing like-for-like provides a better understanding of the Company’s performance and trends because it allows for more meaningful comparisons of current period to that of prior periods.

 

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

 

The following table reconciles reported revenue and gross profit growth for 2012 and 2011 to like-for-like revenue and gross profit growth for the same period.

 

      Revenue        Gross profit  
      £m               £m          

2010 Reportable

     9,331                   8,561            

Impact of exchange rate changes

     (93     (1.0%)          (94)         (1.1%)  

Changes in scope of consolidation

     289        3.1%           267          3.1%   

Like-for-like growth

     495        5.3%           505          5.9%   

2011 Reportable

     10,022        7.4%           9,239          7.9%   

Impact of exchange rate changes

     (231     (2.3%)           (203)         (2.2%)   

Changes in scope of consolidation

     291        2.9%           258          2.8%   

Like-for-like growth

     291        2.9%           221          2.4%   

2012 Reportable

     10,373        3.5%           9,515          3.0%   

 

Headline PBIT

 

Headline PBIT is one of the metrics that management uses to assess the performance of the business. Management believes that it is both useful and necessary to report headline PBIT because this measure is used by management for internal performance analysis; the presentation of this measure facilitates comparability with other companies who may use similar titled measures, although management’s measure may not be calculated in the same way as similarly titled profit measures reported by other companies; and it is useful in connection with discussion with the investment community.

 

Headline PBIT is calculated as profit before finance income/costs and revaluation of financial instruments, taxation, investment gains/losses and write-downs, goodwill impairment and other goodwill write-downs, amortisation and impairment of acquired intangible assets, share of exceptional gains/losses of associates and

 

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gains/losses on remeasurement of equity interest on acquisition of controlling interest; and, in 2012, the gain on sale of freehold property in New York, Group restructuring costs and costs incurred in changing the corporate structure of the Company.

 

A tabular reconciliation of profit before interest and taxation to headline PBIT is provided in note 31 to the consolidated financial statements.

 

Headline PBIT margin

 

Calculated as headline PBIT (defined above) as a percentage of revenue.

 

Headline PBIT margin on gross profit

 

Given the significance of Consumer Insight revenues to the Group, with none of the direct competitors present in that sector, gross profit and headline PBIT margin on gross profit are a more meaningful measure of comparative, competitive revenue growth and margin performance. This is because Consumer Insight revenues include pass-through costs, principally for data collection, on which no margin is charged.

 

Calculated as headline PBIT (defined above) as a percentage of gross profit.

 

Headline PBT

 

Headline PBT is one of the metrics that management uses to assess the performance of the business. Management believes that it is both useful and necessary to report headline PBT because this measure is used by management for internal performance analysis; the presentation of this measure facilitates comparability with other companies who may use similar titled measures, although management’s measure may not be calculated in the same way as similarly titled profit measures reported by other companies; and it is useful in connection with discussion with the investment community.

 

Headline PBT is calculated as profit before taxation, investment gains/losses and write-downs, goodwill impairment and other goodwill write-downs, amortisation and impairment of acquired intangible assets, share of exceptional losses/gains of associates, gains/losses arising from the revaluation of financial instruments, and gains/losses on remeasurement of equity interest on acquisition of controlling interest; and, in 2012, the gain on sale of freehold property in New York, Group restructuring costs and costs incurred in changing the corporate structure of the Company.

 

A tabular reconciliation of profit before taxation to headline PBT is shown below.

 

      Year ended 31 December  
     

2012

£m

   

2011

£m

   

2010

£m

 

Profit before taxation

     1,091.9        1,008.4        851.3   

Amortisation and impairment of acquired intangible assets

     171.9        172.0        170.5   

Goodwill impairment

     32.0        —          10.0   

Gains on disposal of investments

     (26.8     (0.4     (4.1

Gains on re-measurement of equity on acquisition of controlling interest

     (5.3     (31.6     (13.7

Investment write-downs

     19.6        32.8        37.5   

Cost of changes to corporate structure

     4.1        —          —     

Gain on sale of freehold property in New York

     (71.4     —          —     

Restructuring costs

     93.4        —          —     

Share of exceptional losses/(gains) of associates

     3.0        (2.1     0.3   

Revaluation of financial instruments

     4.7        50.0        (18.2

Headline PBT

     1,317.1        1,229.1        1,033.6   

 

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Headline EBITDA

 

Headline EBITDA is a key metric that private equity firms, for example, use for valuing companies.

 

Headline EBITDA is calculated as profit before finance income/costs and revaluation of financial instruments, taxation, investment gains/losses and write-downs, goodwill impairment and other goodwill write-downs, amortisation and impairment of intangible assets, share of exceptional losses/gains of associates, depreciation of property, plant and equipment and gains/losses on remeasurement of equity interest on acquisition of controlling interest; and, in 2012, the gain on sale of freehold property in New York, Group restructuring costs and costs incurred in changing the corporate structure of the Group.

 

A tabular reconciliation of profit for the year to headline EBITDA is shown below.

 

      Year ended 31 December  
     

2012

£m

   

2011

£m

   

2010

£m

 

Profit for the year

     894.7        916.5        661.0   

Taxation

     197.2        91.9        190.3   

Finance income, finance cost and revaluation of financial instruments, net

     218.6        249.9        176.9   

Amortisation and impairment of acquired intangible assets

     171.9        172.0        170.5   

Depreciation of property, plant and equipment

     191.0        185.8        184.9   

Amortisation of other intangible assets

     33.7        25.7        25.4   

Goodwill impairment

     32.0        —          10.0   

Gains on disposal of investments

     (26.8     (0.4     (4.1

Gains on re-measurement of equity on acquisition of controlling interest

     (5.3     (31.6     (13.7

Investment write-downs

     19.6        32.8        37.5   

Cost of changes to corporate structure

     4.1        —          —     

Gain on sale of freehold property in New York

     (71.4     —          —     

Restructuring costs

     93.4        —          —     

Share of exceptional losses/(gains) of associates

     3.0        (2.1     0.3   

Headline EBITDA

     1,755.7        1,640.5        1,439.0   

 

Billings

 

Billings is one of the metrics that management uses to assess the performance of the business.

 

Billings comprise the gross amounts billed to clients in respect of commission-based/fee-based income together with the total of other fees earned.

 

Estimated net new billings

 

Estimated net new billings is one of the metrics that management uses to assess the performance of the business.

 

Estimated net new billings represent the estimated annualised impact on billings of new business gained from both existing and new clients, net of existing client business lost. The estimated impact is based upon initial assessments of the clients’ marketing budgets, which may not necessarily result in actual billings of the same amount.

 

Free cash flow

 

The Group bases its internal cash flow objectives on free cash flow. Management believes free cash flow is meaningful to investors because it is the measure of the Company’s funds available for acquisition related

 

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payments, dividends to shareowners, share repurchases and debt repayment. The purpose of presenting free cash flow is to indicate the ongoing cash generation within the control of the Group after taking account of the necessary cash expenditures of maintaining the capital and operating structure of the Group (in the form of payments of interest, corporate taxation and capital expenditure). Net working capital movements are excluded from this measure since these are principally associated with our media buying activities on behalf of clients and are not necessarily within the control of the Group. This computation may not be comparable to that of similarly titled measures presented by other companies.

 

A tabular reconciliation of net cash inflow from operating activities to free cash flow is shown below.

 

      Year ended 31 December  
     

2012

£m

   

2011

£m

   

2010

£m

 

Net cash inflow from operating activities

     908.3        665.2        1,361.2   

Share option proceeds

     56.0        28.8        42.7   

Proceeds on disposal of property, plant and equipment

     123.5        13.2        7.6   

Movement in working capital and provisions

     388.2        620.9        (225.5

Purchases of property, plant and equipment

     (290.3     (216.1     (190.5

Purchase of other intangible assets (including capitalised computer software)

     (39.8     (37.1     (27.0

Dividends paid to non-controlling interests in subsidiary undertakings

     (51.9     (62.2     (66.7

Free cash flow

     1,094.0        1,012.7        901.8   

 

Net debt and average net debt

 

Management believes that net debt and average net debt are appropriate and meaningful measures of the debt levels within the Group. This is because of the seasonal swings in our working capital generally, and those resulting from our media buying activities on behalf of our clients in particular, together with the fact that we choose for commercial reasons to locate the debt of the Group in particular countries and leave cash resources in others—though our cash resources could be used to repay the debt concerned.

 

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

 

The following table is an analysis of net debt:

 

     

2012

£m

   

2011

£m

   

2010

£m

 

Debt financing

     (4,766.5     (4,411.4     (3,853.6

Cash and short-term deposits

     1,945.3        1,946.6        1,965.2   

Net debt

     (2,821.2     (2,464.8     (1,888.4

 

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Use of Estimates

 

The preparation of financial statements requires management to make estimates, judgements and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingencies at the date of the financial statements, and the reported amounts of revenues and expenses during the reporting period. Actual results could differ materially from those estimates.

 

Critical Accounting Policies

 

The Company’s financial statements have been prepared in accordance with IFRS as issued by the IASB. A summary of the Group’s principal accounting policies is provided in the Accounting Policies section of the Financial Statements. The Company believes certain of these accounting policies are particularly critical to understanding the more significant judgements and estimates used in the preparation of its consolidated financial statements. Therefore, we have prepared the following supplemental discussion of critical accounting policies, which should be read together with our financial statements and notes thereto.

 

Goodwill and other intangibles

 

The Company has a significant amount of goodwill and other intangible assets. In accordance with the Group’s accounting policy, the carrying values of goodwill and intangible assets with indefinite useful lives are reviewed for impairment annually or more frequently if events or changes in circumstances indicate that the asset might be impaired.

 

The carrying values of brands with an indefinite useful life are assessed for impairment purposes by using the royalty and loyalty methods of valuation, both of which utilise the net present value of future cash flows associated with the brands.

 

In years prior to 2012, the goodwill impairment review was initially undertaken as at 30 June and then updated as at 31 December which was the annual testing date. For 2012, the annual testing date was changed to 30 September to better align the impairment testing procedures with the financial planning process. This change did not accelerate, delay, avoid or cause a goodwill impairment charge.

 

Under IFRS, an impairment charge is required for both goodwill and other indefinite lived assets when the carrying amount exceeds the ‘recoverable amount’, defined as the higher of fair value less costs to sell and value in use. Our approach in determining the recoverable amount utilises a discounted cash flow methodology, which necessarily involves making numerous estimates and assumptions regarding revenue growth, operating margins, appropriate discount rates and working capital requirements. These estimates will likely differ from future actual results of operations and cash flows, and it is possible that these differences could be material. In addition, judgements are applied in determining the level of cash-generating unit identified for impairment testing and the criteria used to determine which assets should be aggregated. A difference in testing levels could affect whether an impairment is recorded and the extent of impairment loss. Changes in our business activities or structure may also result in changes to the level of testing in future periods. Further, future events could cause the Company to conclude that impairment indicators exist and that the asset values associated with a given operation have become impaired. Any resulting impairment loss could have a material impact on the Company’s financial condition and results of operations.

 

Historically our impairment losses have resulted from a specific event, condition or circumstance in one of our companies, such as the loss of a significant client. As a result, changes in the assumptions used in our impairment model have not had a significant effect on the impairment charges recognised. The carrying value of goodwill and other intangible assets will continue to be reviewed at least annually for impairment and adjusted to the recoverable amount if required.

 

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The most significant assumptions employed by the Company in determining recoverable amounts are as follows:

 

   

Future cash flows derived from each cash-generating unit are based on a projection period of up to five years. These projections utilise the latest budget information available for each cash-generating unit covering one or more twelve month periods from the balance sheet date. These budgets have been prepared by management;

 

   

After the projection period, there is an assumed annual long-term growth rate of 3.0% (2011: 3.0%), with no improvements in operating margins. Management have made the judgement that this long-term growth rate does not exceed the long-term growth rate for the industry; and

 

   

The net present value of the future cash flows was calculated using a pre-tax discount rate of 9.5% (2011: 9.5%).

 

Acquisition accounting

 

The Group accounts for acquisitions in accordance with IFRS 3 ‘Business Combinations’. IFRS 3 requires the acquiree’s identifiable assets, liabilities and contingent liabilities (other than non-current assets or disposal groups held for sale) to be recognised at fair value at acquisition date. In assessing fair value at acquisition date, management make their best estimate of the likely outcome where the fair value of an asset or liability may be contingent on a future event. In certain instances, the underlying transaction giving rise to an estimate may not be resolved until some years after the acquisition date. IFRS 3 requires the release to profit of any acquisition reserves which subsequently become excess in the same way as any excess costs over those provided at acquisition date are charged to profit. At each period end management assess provisions and other balances established in respect of acquisitions for their continued probability of occurrence and amend the relevant value accordingly through the consolidated income statement or as an adjustment to goodwill as appropriate under IFRS 3. In 2012, operating profit includes credits totaling £19.8 million (2011: £14.0 million, 2010: £16.5 million) relating to the release of excess provisions and other balances established in respect of acquisitions completed prior to 2011.

 

Future anticipated payments to vendors in respect of contingent consideration (earnout agreements) are initially recorded at fair value which is the present value of the expected cash outflows of the obligations. The obligations are dependent on the future financial performance of the interests acquired (typically over a four- to five-year period following the year of acquisition) and assume the operating companies improve profits in line with directors’ estimates. The directors derive their estimates from internal business plans together with financial due diligence performed in connection with the acquisition. Subsequent adjustments to the fair value are recorded in the consolidated income statement within revaluation of financial instruments. For acquisitions completed prior to 1 January 2010, such adjustments are recorded in the consolidated balance sheet within goodwill. A summary of earnout related obligations included in creditors is shown in note 19 to the Consolidated Financial Statements.

 

WPP has also entered into option agreements that allow the Group’s equity partners to require the Group to purchase the non-controlling interest. These agreements are treated as derivatives over equity instruments and are recorded in the consolidated balance sheet at fair value and the valuation is remeasured at each period end. Fair value is based on the present value of expected cash outflows and the movement in the fair value is recognised as income or expense within revaluation of financial instruments in the consolidated income statement.

 

Actual performance may differ from the assumptions used resulting in amounts ultimately paid out with respect to these earnout and option agreements at more or less than the recorded liabilities.

 

Revenue recognition

 

Advertising and Media Investment Management revenue is typically derived from commissions on media placements and fees for advertising services. Revenue may consist of various arrangements involving commissions, fees, incentive-based revenue or a combination of the three, as agreed upon with each client.

 

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Revenue is recognised when the service is performed, in accordance with the terms of the contractual arrangement. Incentive-based revenue typically comprises both quantitative and qualitative elements; on the element related to quantitative targets, revenue is recognised when the quantitative targets have been achieved; on the element related to qualitative targets, revenue is recognised when the incentive is received or receivable.

 

The Group receives volume rebates from certain suppliers for transactions entered into on behalf of clients that, based on the terms of the relevant contracts and local law, are either remitted to clients or retained by the Group. If amounts are passed on to clients they are recorded as liabilities until settled or, if retained by the Group, are recorded as revenue when earned.

 

In applying the proportional performance method of revenue recognition for both market research and other long-term contracts, management is required to make significant judgements, estimates and assumptions. In assessing contract performance, both input and output criteria are reviewed. Costs incurred are used as an objective input measure of performance. The primary input of all work performed under these arrangements is labour. As a result of the relationship between labour and cost, there is normally a direct relationship between costs incurred and the proportion of the contract performed to date. Costs incurred as a proportion of expected total costs is used as an initial proportional performance measure. The indicative proportional performance measure is subsequently validated against other more subjective criteria (i.e. relevant output measures) such as the percentage of interviews completed, percentage of reports delivered to a client and the achievement of any project milestones stipulated in the contract. In the event of divergence between the objective and more subjective measures, the more subjective measures takes precedence since these are output measures.

 

Since project costs can vary from initial estimates, the reliance on total project cost estimate represents an uncertainty inherent in the revenue recognition process. Individual project budgets are reviewed regularly with project leaders to ensure that cost estimates are based upon up to date and as accurate information as possible, and take into account any relevant historic performance experience. Also, the majority of contracted services subject to proportional performance method revenue recognition are in relation to short term projects, averaging approximately 3 months. Due to this close and frequent monitoring of budgeted costs and the preponderance of short term projects, the impact of variances between actual and budgeted project costs has historically been minimal. The Company does not believe that the effect of these uncertainties, taken as a whole, will significantly impact their results of operations in the future.

 

Pension costs

 

Pension costs are assessed in accordance with the advice of local independent qualified actuaries. The latest full actuarial valuations for the various plans were carried out at various dates in the last three years. These valuations have been updated by the local actuaries to 31 December 2012.

 

The Group’s policy is to close existing defined benefit plans to new members. This has been implemented across a significant number of pension plans. As a result, these plans generally have an ageing membership population. In accordance with IAS 19, the actuarial calculations have been carried out using the projected unit credit method. In these circumstances, use of this method implies that the contribution rate implicit in the current service cost will increase in future years.

 

The Group’s pension deficit was £334.3 million at 31 December 2012, compared to £280.8 million at 31 December 2011. The increase in the deficit is primarily due to lower discount rates. These factors are partially offset by actions taken by WPP to curtail and settle plans.

 

There are a number of areas in the pension accounting that involve judgements made by management. These include establishing the long-term expected rates of investment return on pension assets, mortality assumptions, discount rates, inflation, rate of increase in pensions, in payment and salary increases.

 

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Most of the Group’s pension plan assets are held by its plans in the UK and North America. In the UK, the forecasted weighted average return on assets decreased to 4.3% at 31 December 2012 from 4.6% at 31 December 2011, and in North America, the forecasted weighted average return decreased to 5.3% from 5.9%, broadly in line with the yields available in both markets. Management reviews the expected long-term rates of return on an annual basis and revises them as appropriate.

 

Management periodically commission detailed asset and liability studies performed by third-party professional investment advisors and actuaries that generate probability-adjusted expected future returns on those assets. These studies also project the estimated future pension payments and evaluate the efficiency of the allocation of the pension plan assets into various investment categories.

 

At 31 December 2012, the life expectancies underlying the value of the accrued liabilities for the main defined benefit pension plans operated by the Group were as follows:

 

Years life expectancy after age 65    All
Plans
     North
America
     UK     

Western
Continental

Europe

     Other1  

Current pensioners – male

     21.9         20.4         24.4         20.5         19.3   

Current pensioners – female

     23.9         22.6         25.6         23.6         24.7   

Future pensioners (current age 45) – male

     24.1         22.5         26.5         23.0         19.3   

Future pensioners (current age 45) – female

     26.0         24.5         27.9         25.6         24.7   

1    Includes Asia Pacific, Latin America, Africa & Middle East and Central & Eastern Europe.

       

 

In the determination of mortality assumptions, management uses the most up-to-date mortality tables available in each country.

 

For a 0.25% increase or decrease in the discount rate at 31 December 2012, the effect on the year-end 2012 plan liabilities would be a decrease or increase, respectively, of approximately £34 million.

 

Taxation

 

Corporate taxes are payable on taxable profits at current rates. The tax expense represents the sum of the tax currently payable and deferred tax.

 

The Group is subject to corporate taxes in a number of different jurisdictions and judgement is required in determining the appropriate provision for transactions where the ultimate tax determination is uncertain. In such circumstances, the Group recognises liabilities for anticipated taxes based on the best information available and where the anticipated liability is both probable and estimable. Such liabilities are classified as current when the Group expects to settle the liability within 12 months and the remainder as non-current. Any interest and penalties accrued are included in income taxes both in the consolidated income statement and balance sheet. Where the final outcome of such matters differs from the amount recorded, any differences may impact the income tax and deferred tax provisions in the period in which the final determination is made.

 

We record deferred tax assets and liabilities using tax rates that are expected to apply in the period when the liability is settled or the asset is realised based on enacted, or substantively enacted legislation, for the effect of temporary differences between book and tax bases of assets and liabilities. Currently we have deferred tax assets resulting from operating loss carryforwards and deductible temporary differences, all of which could reduce taxable income in the future. Based on available evidence, both positive and negative, we determine whether it is

 

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probable that all or a portion of the deferred tax assets will be realised. The main factors that we consider include:

 

   

future earnings potential determined through the use of internal forecasts;

 

   

cumulative losses in recent years;

 

   

the various jurisdictions in which the potential deferred tax assets arise;

 

   

history of loss carryforwards and other tax assets expiring;

 

   

the timing of future reversal of taxable temporary differences;

 

   

the expiry period associated with the deferred tax assets; and

 

   

the nature of the income that can be used to realise the deferred tax asset.

 

If it is our belief that it is probable that some portion of these assets will not be realised, then no asset is recognised in relation to the portion not considered to be realisable. At 31 December 2012 no deferred tax asset has been recognised in respect of gross tax losses and other temporary differences of £4,043.0 million.

 

If market conditions improve and future results of operations exceed our current expectations, our existing recognised deferred tax assets may be adjusted, resulting in future tax benefits. Alternatively, if market conditions deteriorate further or future results of operations are less than expected, future assessments may result in a determination that some or all of the deferred tax assets are not realisable. As a result, we may need to reverse all or a portion of the deferred tax assets, which may have a significant effect on our results of operations and financial condition.

 

New IFRS Accounting Pronouncements

 

See page F-7 of the consolidated financial statements for a description of new IFRS accounting pronouncements.

 

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ITEM 6. DIRECTORS, SENIOR MANAGEMENT AND EMPLOYEES

 

A. Directors and Senior Management

 

The directors and executive officers of the Company are as follows:

 

Philip Lader, age 67: Non-executive chairman. Philip Lader was appointed chairman of WPP in 2001. The US Ambassador to the Court of St James’s from 1997 to 2001, he previously served in several senior executive roles in the US government, including as a member of the President’s Cabinet and as White House Deputy Chief of Staff. Before entering government service, he was executive vice president of the company managing the late Sir James Goldsmith’s US holdings and president of both a prominent American real estate company and universities in the US and Australia. A lawyer, he is also a senior advisor to Morgan Stanley, a director of Marathon Oil, Rusal and AES Corporations, a trustee of the Smithsonian Museum of American History and the Atlantic Council and a member of the Council on Foreign Relations.

 

Sir Martin Sorrell, age 68: Chief executive. Sir Martin Sorrell joined WPP in 1986 as a director, becoming Group chief executive in the same year. He is a non-executive director of Formula One and Alcoa Inc.

 

Paul Richardson, age 55: Finance director. Paul Richardson became Group finance director of WPP in 1996 after four years with the Company as director of treasury. He is responsible for the Group’s worldwide functions in finance, information technology, procurement, property, treasury, taxation, internal audit and sustainability. He is a chartered accountant and fellow of the Association of Corporate Treasurers. He is a non-executive director of CEVA Group plc, Chime Communications PLC and STW Communications Group Limited in Australia, the last two being companies associated with the Group.

 

Mark Read, age 46: Strategy director and CEO, WPP Digital. Mark Read was appointed a director in March 2005. He has been WPP’s director of strategy since 2002 and is also chief executive of WPP Digital. He is a member of the Supervisory Board of HighCo and a director of CHI&Partners. He worked at WPP between 1989 and 1995 in both parent company and operating company roles. Prior to rejoining WPP in 2002, he was a principal at the consultancy firm of Booz-Allen & Hamilton and founded and developed the company WebRewards in the UK. He is a trustee of the Natural History Museum Development Trust.

 

Colin Day, age 58: Non-executive director. Colin Day was appointed a non-executive director of WPP in July 2005. He is the Chief Executive of Filtrona plc and a non-executive director of Amec. He was the group finance director of Reckitt Benckiser plc until April 2011, having been appointed to its board in September 2000. Previously he has been group finance director of Aegis Group plc and held a number of senior finance positions with the ABB Group plc and De La Rue Group plc. He was a non-executive director of Vero Group plc until 1998, Bell Group plc until 2004, Imperial Tobacco plc until February 2007, easyJet plc until September 2005 and Cadbury plc until 2010.

 

Esther Dyson, age 61: Non-executive director. Esther Dyson was appointed a director of WPP in 1999. In 2004, she sold her business, EDventure Holdings, to CNET Networks, the US-based interactive media company now owned by CBS. She left CNET at the end of 2006 and now operates as an independent investor and writer, again under the name EDventure. She has been highly influential for the past 30 years on the basis of her insights into online/information technology markets and their commercial/social impact worldwide, including the emerging markets of Central & Eastern Europe, Asia and Africa. An active investor as well as an analyst/observer, she participated in the sale of Flickr to Yahoo!, of Medstory and Powerset to Microsoft, and of Vizu to Nielsen, among others. She sits on the boards of Russia’s leading search company Yandex (YNDX), and also of non-listed start-ups including 23andMe, Eventful.com, Meetup, NewspaperDirect (Canada), Voxiva (US) and XCOR Aerospace (US). Her current investments include Evernote, Gridpoint, LinkedIn, Nomanini, Omada Health, Space Adventures and Square. She is also active in public affairs and was founding chairman of ICANN, the domain name policy agency, from 1998 to 2000. She currently sits on the board of the Sunlight Foundation, which advocates transparency in government, and writes a monthly column for Project Syndicate (http://www.project-syndicate.org/contributor/esther-dyson) which is distributed worldwide.

 

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Orit Gadiesh, age 62: Non-executive director. Orit Gadiesh was appointed a director in April 2004. She is chairman of Bain & Company Inc., and a world-renowned expert on management and corporate strategy. She holds an MBA from Harvard Business School, was a Baker Scholar and was also presented the Brown Award. Ms. Gadiesh is a member of the Foundation Board for the World Economic Forum as well as a member of the International Business Council of the World Economic Forum. She is on the Board of Directors of The Peres Institute for Peace, sits on the International Advisory Board of The Atlantic Council of the United States, and the Advisory Board for the British-American Business Council, as well as an Advisory Board member at the China Europe International Business School (CEIBS). She is the Chairman of the International Business Leaders’ Advisory Council for the Mayor of Shanghai (IBLAC) and sits on the International Advisory Board at HEC School of Management in France.

 

Ruigang Li, age 43: Non-executive director. Ruigang Li was appointed a director of WPP in October 2010. He is Founding Chairman of China Media Capital (CMC), China’s first sovereign private equity fund dedicated to Media and Entertainment sector investment. Through Li’s chairmanship, CMC’s most important investments include controlling stake acquisition of News Corporation’s China assets, a joint venture with DreamWorks Animation, a joint venture with world-leading Chinese language TV content provider and broadcaster TVB, China’s largest TV shopping company OCJ, all of groundbreaking industrial significance in China and beyond. Li was CEO of SMG (Shanghai Media Group) for 10 years while he grew SMG into China’s leading media conglomerate with the most diversified media assets of national reach.

 

Stanley (Bud) Morten, age 69: Non-executive director. Bud Morten was appointed a director in 1991. He is a consultant and private investor. From 2003 to 2009 he was the Independent Consultant to Citigroup/Smith Barney with responsibility for its independent research requirements. Previously, he was the chief operating officer of Punk, Ziegel & Co., a New York investment banking firm with a focus on the healthcare and technology industries. Before that he was the managing director of the equity division of Wertheim Schroder & Co., Inc., in New York. He is a former non-executive director of Register.com, which was sold to a private equity firm in November 2005, and of The Motley Fool, Inc. He is also a non-executive director of Darien Rowayton Bank, a private company.

 

Koichiro Naganuma, age 68: Non-executive director. Koichiro Naganuma was appointed a director in February 2004. He is chairman of the Board of Asatsu-DK Inc., also known as ADK. He is also vice chairman of the Japan Advertising Association and chairman of the Japan Advertising Industry Pension Fund. Joining ADK in 1981, he was president and Group CEO from 1991-2010. ADK is Japan’s third largest advertising and communications company, and 15th largest in the world.

 

John Quelch, age 61: Non-executive director. John Quelch was appointed a director of WPP in 1988. He is the Charles Edward Wilson Professor of Business Administration at Harvard Business School and Professor in Health Policy and Management at Harvard School of Public Health. He also serves as the Honorary Consul General of the Kingdom of Morocco for New England. Between 2011 and 2013 he served as Dean, Vice President and Distinguished Professor of International Management at China Europe International Business School in Shanghai. Between 2001 and 2011 he was the Lincoln Filene Professor of Business Administration and Senior Associate Dean at Harvard Business School. Between 1998 and 2001 he was Dean of the London Business School. Between 2002 and 2011 he served as chairman of Massachusetts Port Authority and as Honorary Chairman of the British American Business Council of New England. Professor Quelch’s writings focus on global business practice in emerging as well as developed markets, international marketing and the role of the multinational corporation and the nation state. He is a non-executive director of Alere, Inc and a member of the Trilateral Commission and the Council on Foreign Relations. He served previously on the boards of Blue Circle Industries plc, easyJet plc, Pentland Group plc, Pepsi Bottling Group and Reebok International Limited. In the 2011 Honours List, he was awarded a CBE for services to the promotion of British business.

 

Jeffrey A. Rosen, age 65: Non-executive director. Jeffrey Rosen was appointed a director of WPP in December 2004. He is a deputy chairman and managing director of Lazard with over 40 years’ experience in international

 

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investment banking and corporate finance. He is a member of the Council on Foreign Relations and is President of the Board of Trustees of the International Center of Photography in New York.

 

Timothy A. Shriver, age 53: Non-executive director. Tim Shriver was appointed a director of WPP in August 2007. He is a social leader, educator, activist, film producer and business entrepreneur. As Chairman and CEO of Special Olympics, he serves nearly four million Special Olympic athletes in 180 countries all working to promote health, education, and unity through the joy of sports. Before joining Special Olympics in 1995, he was (and remains) a leading educator focusing on the social and emotional factors in learning. He co-founded and currently chairs the Collaborative for Academic, Social and Emotional Learning (CASEL), the leading research organisation in the field of social and emotional learning. He is a member of the Council on Foreign Relations. He chairs the board of Lovin’ Scoopful a cause-related consumer products brand specializing in ice cream that ‘loves you as much as you love it’.

 

Paul Spencer, age 63: Non-executive director. Paul Spencer was appointed a director of WPP in April 2004. He is a financier with 20 years’ experience in the financial management of a number of blue-chip companies, including British Leyland plc, Rolls-Royce plc, Hanson plc and Royal & Sun Alliance plc. He has held a number of non-executive directorships including until 2009 Chairman of NS&I (National Savings and Investments). He is the Independent Trustee of BT, BA and Rolls-Royce Group pension funds. He is Chairman of Hermes Asset Managers Ltd. In the 2010 Honours List he was awarded a CBE for services to the financial services industry. Paul is a governor of Motability, a UK charity for the disabled.

 

Sol Trujillo, age 61: Non-executive director. Sol Trujillo was appointed a director of WPP in October 2010. He is an international business executive with three decades’ experience as CEO of large market cap global companies in the US, the EU and Asia Pacific, including US West (now CenturyLink), Orange (now France Telecom) and Telstra, the Australian communications company. A digital pioneer operating in the telecommunications, technology, and media space, he has been a long-time champion of high-speed broadband and a pioneer and innovator of smartphone and the mobile internet to stimulate productivity and innovation across all sectors of the economy. He has managed operations in more than 25 countries – including developed and emerging markets from the EU and North America to China, South Asia, Africa and the Middle East. He currently sits on corporate boards in the US, EU and China – including Target, Western Union and ProAmerica Bank in the US and in Asia, Silk Road Technologies in China, where he is Board chairman. In the public sector, Mr Trujillo served as trade policy advisor to the Clinton and Bush administrations and remains active on public policy issues related to immigration, trade, productivity and fiscal affairs.

 

The board of directors has determined that all of the non-executive directors are independent under NASDAQ Rule 5605(a)(2).

 

B. Compensation

 

Review of compensation

 

The outcome of the 2012 Annual General Meeting (AGM) vote on the Compensation Committee Report was disappointing for the members of the Committee and the Board. The vote indicated that the changes which were made to the CEO’s compensation in 2011, and our engagement on these changes with share owners and representative bodies, fell short of the expectations of a majority of them.

 

Therefore, following the 2012 AGM, the chairman of the Company and the chairman of the Compensation Committee began a series of meetings with share owners and representative bodies to listen to their issues and concerns so that the committee could formulate proposals to address them.

 

The dialogue with share owners has been extensive; the Compensation Committee has engaged with the largest share owners and the representative bodies numerous times. Their input and approach have been very helpful and constructive. In formulating changes which the committee has made to remuneration policy in general, the CEO remuneration package, and the design of a long-term incentive plan.

 

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Details of these changes are set out later in this report. Among the key changes which have been made or which are proposed are the following:

 

   

the CEO’s remuneration package has been reduced through adjustments to base salary, pension allowance and short- and long-term incentive opportunity;

 

   

the short-term incentive plan for executive directors has been restructured, where appropriate, to emphasise Group financial performance;

 

   

a new long-term incentive plan (LTIP) is being proposed to share owners for approval at the AGM. As before, it is based on a five-year performance and vesting period, but performance will be assessed against: three measures – relative TSR; earnings per share growth; and average return on equity, rather than relative TSR alone; and

 

   

outcomes for the four Leadership Equity Acquisition Plan (LEAP) awards that vest in each of 2014-2017 will be measured on a common currency basis only, with no application of a fairness review to take account of currency movements during the five-year performance periods. For the new LTIP, the TSR outcome will be measured half in common currency, half in local currency, to reflect the division of opinion amongst share owners as to the appropriate measure.

 

The changes to the Executive Remuneration Policy and the proposed LTIP were framed against the background of WPP’s significant growth in size, complexity, and share owner value since 2007, and its strong relative TSR performance against its comparators since that date. They were also structured to be consistent with WPP’s overall philosophy of executive compensation: that it should be substantially oriented towards performance-based compensation; that a substantial proportion of that compensation should require long performance periods; and that it should be consistent with, and, indeed, reinforce, the Group’s strategy.

 

The CEO’s remuneration opportunity is now consistent with the lower levels which prevailed in the 2007-2010 period, 2007 being the last year prior to 2011 in which changes to his remuneration opportunity were implemented. This reduction in no way reflects the committee’s or the Board’s view of the importance of the CEO to the Company and its success and his unique mix of skills, and for which numerous share owners have expressed their appreciation. Nevertheless, the changes made were designed to be responsive to an environment in which moderation of executive compensation is considered necessary and appropriate.

 

The Group performed at record levels in 2012 in what proved to be a very challenging general economic environment. Because of equally challenging performance criteria, short-term incentive payments were at or just above target levels.

 

For the five years to year-end 2012, WPP’s TSR performed strongly relative to its comparators. As a result, the five-year LEAP awards which were granted in 2008 vested at a level equivalent to 86% of the maximum payout, measured on a common currency basis. This result reflects the strong underlying performance of the Company and the focus on share owner value, created by the management team which steered the Group to success over these five-years. The committee is supportive of the UK Department for Business, Innovation & Skills drive to improve the transparency and clarity in the reporting of directors’ remuneration. To that end, the Compensation Committee has voluntarily incorporated many of the proposed changes contained in the draft regulations into the report this year.

 

What we have changed

 

The changes that have been made as a result of the Compensation Committee’s consultation with share owners are described below in summary and in more detail later in this report.

 

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CEO remuneration

 

While share owners recognised the increased scale and complexity of WPP since the previous compensation changes in 2007, the global nature of the group and the exceptional performance and leadership of the CEO, share owners nonetheless advised the Company that they believed the CEO’s 2011 remuneration package was too high relative to the UK market. Informed by extensive consultation with many of our major share owners, significant reductions have therefore been made to the CEO’s remuneration package.

 

For 2012, the CEO’s short- and long-term incentive opportunities were both substantially reduced. Target short-term incentive opportunity reduced from £3.2 million to £2.5 million with a corresponding reduction in the maximum opportunity from £6.5 million to £5.0 million. This reduction was effective 1 January 2012. The maximum long-term incentive opportunity was also reduced by over 23% in 2012.

 

For 2013, further reductions to the package have been implemented. Base salary has been reduced to £1.15 million (from £1.3 million) and the pension contribution has reduced from 45% of base salary and fees to 40%. Overall, the impact of the changes is a reduction in the CEO’s target pay to result in it being at a level similar to that received from 2007 to 2010.

 

                       
        2012        2013  

Change in CEO total target pay versus 2011

       -20%           -34%   

 

Short-term incentive

 

The structure of the short-term incentive opportunities for the executive directors has remained stable over many years. However, as part of the overall review of the Executive Remuneration Policy, it was considered that there was an opportunity to update the short-term incentive arrangements and strengthen the link between payouts and the performance of the Company. With effect from 2012, the performance of the executives has been assessed relative to a scorecard, 70% of which is linked to WPP financial performance and 30% based on personal strategic goals. Previously, performance was based equally on financial performance, financial performance relative to our competitors and personal goals.

 

New 2013 long-term incentive plan

 

LEAP was one of a number of innovative co-investment plans which have served the Company well since the introduction of the first co-investment plan in 1994. The final awards under LEAP III were made in 2012. As a result, a new plan is being recommended to share owners for approval at the AGM in June 2013. This plan adopts a simpler structure while retaining some of the key features of LEAP such as a five-year performance period, ‘clawback’ and pro-ration of awards for early leavers.

 

Three independent measures will be used to assess performance over each five-year period: relative TSR against an industry peer group; earnings per share (EPS) growth; and average return on equity (ROE). These measures aim to capture and reward stretching performance in growth, capital efficiency and returns to share owners. Threshold vesting will reduce from 30% to 20% of an award.

 

These proposed changes in plan design accord with much of the feedback received from share owners during the extensive consultation process.

 

As the Company is moving from a co-investment plan structure to a more standard performance share plan design, Share Ownership Guidelines are also being introduced. These share ownership requirements will be amongst the highest in the UK.

 

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How we have performed

 

LOGO    LOGO

 

Relative TSR Rebased to 31 December 20071

 

LOGO

 

  1   

Measured on a common currency basis with a rolling three-month averaging period against our primary competitors and the FTSE 100 (the broad market equity index of which WPP is a constituent). Source: DataStream.

 

 

How much the executive directors earned in 2012

 

LOGO

 

2012 share owner engagement and changes to compensation

 

Following the 2012 AGM where share owners’ concerns were demonstrated by the low level of support for the Compensation Committee Report, the committee undertook a review of many aspects of the Executive Remuneration Policy, as detailed on page 39. While the changes have been discussed elsewhere, it is also important to set out how the Company dealt with another aspect of share owners’ concerns, namely how the Company engaged with share owners to address this feedback on the Executive Remuneration Policy.

 

During the summer, the chairmen of both the Company and the Compensation Committee met with WPP’s largest share owners (reflecting in excess of 40% of the Company’s issued share capital) and prominent institutional investor advisory bodies. The objective of these meetings was to solicit feedback generally, in order to understand share owner concerns and opinions before formulating new proposals.

 

These meetings provided the committee with constructive feedback with respect to its own processes, as well as the structure and level of compensation for executive directors. Building on this feedback, the committee undertook extensive discussions throughout the formulation of its recommendations for the structures and levels of compensation for executive directors in 2013.

 

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Between late September and November 2012, the committee presented these proposals to share owners for discussion, with a view to incorporating feedback into the process of fine-tuning many aspects of the Executive Remuneration Policy. In January to March 2013, the committee reverted to share owners to discuss the final proposals as disclosed in this Compensation Committee Report. Following these rounds of consultation, the aggregate changes to the CEO’s remuneration amounted to a reduction in the target package of 34% when compared to 2011.

 

While the final arrangements detailed on page 41 will not meet every share owner’s individual preferences or views on what is best for the Company, the committee has sought to balance the broad range of views expressed by share owners with the needs of the business. The committee believes that the changes to the Executive Remuneration Policy are in the best collective interests of the share owners of WPP while reinforcing the alignment with business strategy, and that they will continue to incentivise, motivate and reward the executive directors for truly exceptional performance.

 

How to use this report

 

This year’s Compensation Committee Report is split into two main sections, as envisaged by the UK Department for Business Innovation & Skills’ proposals.

 

Within this report, colour is used to denote different elements of remuneration as follows:

 

LOGO

 

Looking forward

 

This first section of the Compensation Committee Report, entitled Looking forward, contains details of the Company’s Executive Remuneration Policy that will govern the Company’s intentions as regards future payments.

 

Policy table

 

The Company’s mission statement and six business objectives shape the Executive Remuneration Policy. Broadly, this Policy is determined by three guiding principles:

 

   

performance driven reward;

 

   

competitiveness; and

 

   

alignment with share owner interests.

 

Specifically, the six business objectives (as set out on page 16) are reflected in the design of the compensation plans as set out below:

 

WPP’s six business objectives    Alignment with compensation structure
Continue to improve operating margins    Short-term incentive measure for the CEO and CFO
Increase flexibility in the cost structure    Short-term incentive measure for the CFO
Use free cash flow to enhance share owner value and improve return on capital    Total share owner return and average ROE are long-term incentive measures for the executive directors
Continue to develop the value added by the parent company    Short-term incentive measures (parent company-led efficiency projects) for the CEO and CFO
Emphasise revenue growth more as margins improve    Short-term incentive measure for the CEO and CFO (Group) and CEO Digital (Digital)
Improve still further the creative capabilities and reputation of all the businesses    Short-term incentive measure for the CEO

 

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The executive remuneration policy is designed to drive and reward exceptional performance producing long-term value for share owners. In applying this policy, the committee takes into account the pay and conditions elsewhere in the Group, which in turn are informed by general market conditions and internal factors such as the performance of the Group or relevant business unit.

 

Executive directors

 

      Operation    Changes for 2013
Fixed elements            

Base salary and fees

To maintain package competitiveness and reflect skills and experience.

  

Base salary levels are determined by taking a number of relevant factors into account, including individual and business performance, level of experience, scope of responsibility and the competitiveness of total remuneration against competitors, and companies of a similar size and complexity.

 

Base salaries are reviewed every two years or following a significant change in the scope of a role.

  

The salaries of Paul Richardson and Mark Read, last reviewed on 1 January 2011, will be reviewed in 2013.

 

Sir Martin Sorrell’s base salary was reduced to £1.15 million with effect from 1 January 2013. This will next be subject to review in 2015.

Benefits

To enable the executive to undertake their role by ensuring their wellbeing and security.

   Benefits provided to executive directors include car allowance, healthcare, life insurance, long-term disability insurance, plus spousal travel together with amounts in respect of tax liabilities incurred on expenditure considered to be essential to the delivery of the executive’s role, housing allowances and club membership which are required for business purposes. Housing allowances are paid where the executive is required to spend considerable time working away from their primary place of business or temporarily where an executive has moved location.    None

Pension

To enable provision for personal and dependant retirement benefits.

  

Pension is provided by way of defined contributions or a cash allowance determined as a percentage of base salary.

 

The pension contribution is 40% of salary for the CEO, 30% of salary for the CFO and 10% for the CEO WPP Digital.

  

The pension contributions for Paul Richardson and Mark Read will be reviewed, but not necessarily amended, as part of the remuneration review that will take place in 2013.

Short-term incentives            
To drive the achievement of business priorities for the financial year and to motivate, retain and reward executives over a medium term, while aligning with interests of share owners.   

Cash Bonus and Executive Share Awards (ESA)

Executive directors’ short-term incentive opportunity is delivered in the form of a cash bonus and a deferred share award (ESA), the latter constituting at least 50% of the total bonus achieved. The ESA will vest after a minimum of two years subject to continued employment, together with additional shares in respect of accrued dividends. ESAs are subject to clawback during the vesting period.

 

Performance measures and targets are reviewed and set annually to ensure continuing strategic alignment. Achievement levels are determined following year-end by the Compensation Committee, based on performance against targets.

 

Opportunity:

Total bonus opportunity - minimum, target and maximum (as a % of base salary and fees)

   None

 

      Min      Target     Max  

Sir Martin Sorrell

  0%      217.5     435

Paul Richardson

  0%      200     300

Mark Read

  0%      134     200

 

    

Performance conditions:

70% subject to financial performance, either at a Group or divisional level depending on the role.

30% subject to personal objectives linked to the strategy of WPP or the relevant business area.

    

 

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      Operation    Changes for 2013
Long-term incentives (proposed)      
To incentivise long-term performance and to focus on long-term retention and strategic priorities, while maximising alignment with share owner interests.   

Executive Performance Share Plan

Executives may receive an annual award of conditional shares. The Compensation Committee has the authority to make awards. The Compensation Committee will retain discretion to adjust the levels of vesting if it considers that, as a result of an exceptional event or exceptional circumstances, it is materially easier or harder for WPP to achieve a performance measure. The committee will not make adjustments based on currency fluctuations. Clawback applies to unvested awards.

 

Proposed award levels in 2013 (as a multiple of base salary and fees):

Sir Martin Sorrell = 9.74

Paul Richardson = 4.00

Mark Read = 2.00

 

Plan maximum: 9.75 times base salary and fees

 

Performance measures (measured over a five-year period):

33% relative TSR (50% common and 50% local currency)

33% EPS growth

33% average ROE

 

All measures are independent of each other.

 

Vesting schedule:

Threshold = 20%/Maximum = 100% (straight-line vesting between threshold and maximum)

   Subject to approval at the 2013 AGM, awards will be made to the executive directors and other senior management in 2013.
Long-term incentives (legacy awards)      
    

LEAP III (no further grants to be made)

Executives were invited to participate in the plan annually by the Compensation Committee. Individuals must have invested in WPP shares and committed to hold them for the five-year performance period. Investment levels were determined by the committee, subject to an overall maximum. A final number of matching shares, together with dividends that would have accrued on the matching shares, will be awarded, proportionate to the investment, dependent on the performance of WPP. Clawback applies to unvested awards. The Plan was terminated at 31 December 2012.

 

Award level:

Select employees were invited to commit investments in WPP shares at the discretion of the Compensation Committee, subject to an overall maximum of one-times the individual’s total target earnings. The maximum award is equivalent to five-times an individual’s investment.

 

Performance conditions:

100% relative TSR (common currency) performance against a customised group of WPP’s peers, weighted by market capitalisation measured over five years.

 

Following the end of the performance period, the Compensation Committee undertakes a ‘fairness review’ to determine whether any exceptional events have impacted the outcome and that the resulting match is in line with financial performance relative to the comparator group and the underlying financial performance of the Group.

 

Vesting schedule:

Threshold = 30% / Maximum = 100% (straight-line vesting between threshold and maximum)

  

For the four outstanding LEAP awards, TSR will be measured using a common currency, with vesting levels subject to a fairness review that will not consider adjustments driven by currency movements.

 

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      Operation    Changes for 2013
Long-term incentives (legacy awards) (continued)      
    

Deferred awards

The Company has previously received share owner approval to permit the CEO to defer the receipt of several of his share awards. These include the UK and US Deferred Stock Units Awards Agreements (which are the agreements that now comprise the awards granted under the Capital Investment Plan in 1995), In accordance with share owner approval, Sir Martin Sorrell receives dividend equivalent payments (DEPs) in respect of these two awards.

 

In addition, Sir Martin Sorrell has deferred receipt of his UK and US 2004, 2005 and 2007 LEAP awards and the UK part of his 2006 LEAP award. The UK awards are options that can be exercised at any time until November 2017. The US awards will vest on the earlier of the end of his employment with the Company and 30 November 2017. Sir Martin has also received share owner approval to jointly elect (with the Company) to defer receipt of his UK and US 2009 LEAP awards.

   None
    

Outstanding options

Mark Read was granted two tranches of options under the Executive Stock Option Plan prior to his appointment as a director. These options are fully exercisable and are detailed in Item 6E.

   None

 

Chairman and non-executive directors

 

     Operation        Changes for 2013
Fixed elements               

Fees

To reflect the skills, experience and time required to undertake the role.

 

Fees are reviewed every two years and take into account the skills, experience and time required to undertake the role, as well as fee levels in similarly-sized UK companies. The chairman of the Company advised the Compensation Committee that, while entitled, his fee should not be reviewed in 2012. The review of the fees of all non-executive directors was deferred and will take place in 2013. An aggregate fee is paid to the chairman with non-executive directors receiving a Board fee and then additional fees, as appropriate, for serving on the Audit, Compensation, and Nomination and Governance Committees.

 

The committee retains the discretion to pay consultancy fees to any non-executive director whose work falls outside the remit of their role (any such payments are detailed on page 53). In addition, former non-executive directors may be retained by the Company to provide consulting services or advice to the Group.

  Subject to review in 2013
 

Current fee level (£000)

   
 

Chairman

  425  
 

Senior independent director

  20  
 

Non-executive director

  65  
 

Chairmanship of Audit or Compensation Committee

  40  
 

Chairmanship of Nomination and Governance Committee

  15  
 

Member of Audit or Compensation Committee

  20  
 

Member of Nomination and Governance Committee

  5  

Benefits

To enable the chairman and non-executive directors to undertake their roles.

  Individuals who are required to travel outside of their home country to consider Company-related matters at meetings called at short notice will be paid £1,000 for attendance at each of those meetings.   None

 

Other policies

 

     
     Operation        Changes for 2013

Share ownership guidelines

To align the interests of executives with those of share owners.

 

CEO - 600% of base salary and fees

CFO - 300% of base salary and fees

CEO WPP Digital - 200% of base salary and fees

 

Executive directors will be permitted a period of seven years from date of appointment to achieve the guideline level.

  With effect from 1 January 2013

 

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How do these policies affect potential compensation packages?

 

These graphs seek to demonstrate how pay varies with performance. Given the significant reduction to Sir Martin Sorrell’s compensation package from 1 January 2013, the committee considered it helpful to illustrate the impact of this reduction.

 

LOGO

 

In illustrating the scenario charts above, the following assumptions have been made:

 

Fixed elements

 

Consists of base salary & fees, benefits (including DEPs) and pension

  

 

Base salary & fees are as per the policy table for the CEO and the single figure table for the CFO and the CEO WPP Digital

  

 

Benefits and DEPs are as per the single figure table

  

                          
 

Pension is as per the policy table

                                   
    £000    Base salary & fees      Benefits & dividends      Pension      Total fixed  
 

Sir Martin Sorrell (2011 figures)

     1,150 (1,306)