FORM 6-K
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Report of Foreign Private Issuer
Pursuant to Rule 13a-16 or 15d-16
under the Securities Exchange Act of 1934
For the Month of August 2016
Commission File Number: 0-16350
WPP PLC
(Translation of registrants name into English)
27 Farm Street, London W1J 5RJ, England
(Address of principal executive offices)
Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F:
Form 20-F x Form 40-F ¨
Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1): ¨
Note: Regulation S-T Rule 101(b)(1) only permits the submission in paper of a Form 6-K if submitted solely to provide an attached annual report to security holders.
Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7): ¨
Note: Regulation S-T Rule 101(b)(7) only permits the submission in paper of a Form 6-K if submitted to furnish a report or other document that the registrant foreign private issuer must furnish and make public under the laws of the jurisdiction in which the registrant is incorporated, domiciled or legally organized (the registrants home country), or under the rules of the home country exchange on which the registrants securities are traded, as long as the report or other document is not a press release, is not required to be and has not been distributed to the registrants security holders, and, if discussing a material event, has already been the subject of a Form 6-K submission or other Commission filing on EDGAR.
Explanatory Note
WPP plc (the Company) and certain of its subsidiaries, including WPP Finance 2010, WPP 2005 Limited and WPP Jubilee Limited, may from time to time file registration statements for the registration of securities that may from time to time be offered by WPP Finance 2010 or other subsidiaries of the Company with guarantees of WPP plc, WPP 2005 Limited and WPP Jubilee Limited and, to the extent so indicated in an applicable prospectus supplement or otherwise established following the offer and sale of a series of debt securities, guarantees of other entities. The Company is filing this report on Form 6-K for the purpose of presenting its results for the six months ended 30 June 2016 in a format that can be incorporated by reference into any such registration statement. This report on Form 6-K is incorporated by reference into the registration statement on Form F-3, File No. 333-192115 (the Registration Statement), for the purpose of updating the financial statements in the Registration Statement to comply with Item 8A of Form 20-F and to provide an operating and financial review for the period ended 30 June 2016.
Forward-Looking Statements
In connection with the provisions of the Private Securities Litigation Reform Act of 1995 (the Reform Act), the Company 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 that 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 Companys 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 Companys major markets (which varies depending on, among other things, regional, national and international political and economic conditions and government regulations in the worlds advertising markets). In addition, you should consider the risks described in Item 3D, captioned Risk Factors in the Companys Form 20-F for the year ended 31 December 2015, 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 the oral or written public statements should not be regarded as a representation by the Company that the Companys 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.
EXHIBIT INDEX
Exhibit No. |
Description | |||
1 | Operating and Financial Review for the period ended 30 June 2016 | |||
2 | Unaudited Condensed Consolidated Interim Financial Statements of WPP plc for the six months ended 30 June 2016 and 2015 and the year ended 31 December 2015 | |||
(i) |
Unaudited condensed consolidated interim income statement for the six months ended 30 June 2016 and 2015 and the year ended 31 December 2015 | |||
(ii) |
Unaudited condensed consolidated interim statement of comprehensive income for the six months ended 30 June 2016 and 2015 and the year ended 31 December 2015 | |||
(iii) |
Unaudited condensed consolidated interim cash flow statement for the six months ended 30 June 2016 and 2015 and the year ended 31 December 2015 | |||
(iv) |
Unaudited condensed consolidated interim balance sheet as at 30 June 2016 and 2015 and 31 December 2015 | |||
(v) |
Unaudited condensed consolidated interim statement of changes in equity for the six months ended 30 June 2016, 31 December 2015 and 30 June 2015 | |||
(vi) |
Notes to the unaudited condensed consolidated interim financial statements |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
WPP PLC | ||||||
(Registrant) | ||||||
Date: August 24, 2016 | By: | /s/ Paul W. G. Richardson | ||||
Paul W. G. Richardson | ||||||
Group Finance Director |
Exhibit 1
Operating and Financial Review for the period ended 30 June 2016
Six months ended June 2016 compared with six months ended June 2015
Introduction
Certain Non-GAAP measures included in this operating and financial review 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), net sales margin, headline PBT (Profit Before Taxation), headline EBITDA (Earnings before Interest, Taxation, Depreciation and Amortisation), headline operating costs, billings, estimated net new billings, free cash flow, and net debt and average net debt, which we define, explain the use of and reconcile to the nearest IFRS measure on pages 11 to 15.
Management believes that these measures are both useful and necessary to present herein because they are used by management for internal performance analyses; the presentation of these measures facilitates comparability with other companies, although managements measures may not be calculated in the same way as similarly titled measures reported by other companies; and these measures are useful in connection with discussions with the investment community.
Review of Group results
Revenues
Billings were up 9.3% at £25.319 billion, and up 6.3% in constant currency. Estimated net new business billings of £1.930 billion ($2.992 billion) were won in the first half of the year against £1.301 billion ($2.082 billion) in the same period last year. Generally, the Group continues to benefit from consolidation trends in the industry, winning assignments from existing and new clients, including several very large industry-leading advertising, media and digital assignments, the full benefit of which will be seen reflected in Group revenue later in 2016 and into 2017, although two recent losses have checked progress. Having said that, one of these losses, in particular, opens up a significant competitive restricted category for parts of our advertising and media investment management sector in the United States and Mexico.
Revenue was up 11.9% at £6.536 billion. Revenue on a constant currency basis was up 8.9% compared with last year, the difference reflecting the continuing weakness of the pound sterling against the US dollar and the euro, particularly more recently, following the United Kingdom decision to exit the European Union.
On a like-for-like basis, which excludes the impact of acquisitions and currency, revenue was up 4.3% in the first half, with net sales up 3.8%, with the gap compared to revenue growth reversing in the second quarter, as the impact of the Groups investment in technology had an increasingly positive impact on net sales and as data investment management direct costs reduced. In the second quarter, like-for-like revenue was up 3.5%, lower than the first quarters 5.1%, giving 4.3% for the first half, with net sales significantly stronger at 4.3%, following 3.2% in the first quarter, giving 3.8% for the first half, against comparatives of 4.9% and 2.3% for revenue and net sales respectively, in 2015.
Despite GDP growth in the 3.0-3.5% range with little inflation and consequent lack of pricing power, client data continues to reflect some increase in 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 Groups major geographic and functional sectors. Quarter two saw a continuation of the relative strength of advertising spending in fast moving consumer goods, especially. Nonetheless, clients understandably continue to demand increased effectiveness and efficiency, i.e. better value for money.
1
Operating profitability
Profit before interest and taxation was down 29.2% to £570 million. Headline EBITDA was up 13.7% to £889 million, up 9.5% in constant currency. Headline PBIT was up 14.9% to £769 million from £669 million, up 10.3% in constant currency. As has been noted before, our profitability tends to be more skewed to the second half of the year compared with some of our competitors.
Net sales margins were up 0.4 margin points at 13.7%, up 0.3 margin points in constant currency, in line with the Groups full year margin target of a 0.3 margin points improvement, on a constant currency basis. On a like-for-like basis, net sales margins were also up 0.3 margin points.
Given the significance of data investment management revenue to the Group, with none of our direct parent company competitors significantly present in that sector, net sales remain a much more meaningful measure of competitive comparative top line and margin performance. Net sales is a more appropriate measure because data investment management revenue includes pass-through costs, principally for data collection, on which no margin is charged and with the growth of the internet, the process of data collection becomes more efficient. In addition, the Groups media investment management sub-sector is increasingly buying digital media as principal and as a result, the subsequent billings to clients have to be accounted for as revenue, as well as billings. Thus, revenue and revenue growth rates will tend to increase, although net sales and net sales growth will remain unaffected and the latter will present a clearer picture of underlying performance. Because of these two significant factors, the Group, whilst continuing to report revenue and revenue growth, focuses even more on net sales and the net sales margin.
Net sales margins, before all incentives, were 15.9%, up 0.4 margin points, compared with 15.5% last year. The Groups staff costs to net sales ratio, including incentives, fell by 0.1 margin points to 65.4% compared with 65.5% in the first half of 2015. This continues to reflect good staff costs to net sales ratio management, through better control of the growth of staff numbers and salary and related costs, as compared to net sales, than in the first half of 2015.
Operating costs
Operating costs increased by 18.5% to £5,040 million. In the first half of 2016, headline operating costs increased by 10.3% and were up by 7.7% in constant currency, compared with net sales up 11.0% and constant currency net sales growth of 8.1%. Staff costs, excluding all incentives, were down 0.1 margin points at 63.2% of net sales and flat in constant currency. Incentive costs amounted to £121.6 million or 14.0% of headline PBIT before incentives and income from associates (excluding exceptional gains/losses), compared to £111.6 million last year, or 14.8%, an increase of £10.0 million or 9.0%. Target incentive funding is set at 15% of headline PBIT, excluding share of results of associates (excluding exceptional gains/losses) and before bonus, maximum at 20% and in some instances super-maximum at 25%. Severance costs were £29.7 million versus £15.9 million for the same period last year. Variable staff costs were 6.2% of revenue and 7.2% of net sales, at the higher end of historical ranges and, again, reflecting good staff cost management and continued flexibility in the cost structure.
On a like-for-like basis, the average number of people in the Group, excluding associates, was 131,239 in the first half of the year, compared to 131,047 in the same period last year, a slight increase of 0.1%. On the same basis, the total number of people in the Group, excluding associates, at 30 June 2016 was 133,902, up 0.3% compared to 133,474 at 30 June 2015. This reflected, partly, the transfer of approximately 250 staff to IBM in the first half of 2016, the second phase of the strategic partnership agreement and IT transformation programme. Since 1 January 2016, on a like-for-like basis, the number of people in the Group has increased by 0.7% or over 900 at 30 June 2016 (including the staff transferred to IBM), and also reflecting the continued caution by the Groups operating companies in hiring and the usual seasonality of a relatively smaller absolute first half in comparison to the second half. On the same basis revenue increased 4.3%, with net sales up 3.8%.
2
Exceptional gains and investment write-downs
In the first half of 2016, the Group had net exceptional losses of £122 million, relating primarily to the write down of its investment in comScore, which has not released any financial statements in relation to its 2015 results, due to an internal investigation by their Audit Committee. Following the announcement of the internal investigation, the market value of comScore fell below the Groups carrying value. The effect of the write down is to reverse the net gains recognised by the Group in 2014 and 2015 on the disposal of assets to comScore. The Group continues to monitor the position and welcomes the most recent management changes, although remains puzzled as to why the audit investigation has taken so long, remains unresolved and has proved so costly. It expects the situation to be resolved early on, in the second half of 2016, when comScore should announce the results of its investigation.
Interest and taxes
Net finance costs, finance income less finance costs, (excluding the revaluation of financial instruments) were £79.0 million compared to £73.4 million in the first half of 2015, an increase of £5.6 million, or 7.6%, reflecting higher levels of average net debt, partly offset by lower funding costs and more efficient management of cash pooling. The weighted average debt maturity is now 9 years, with a weighted average interest rate of 3.4% at 30 June 2016 versus 4.0% at 30 June 2015.
The tax rate on profit before tax rose by 18.4% to 33.7% (2015 15.3%), largely because certain exceptional losses in the period were not tax deductible compared to minimal tax on exceptional gains last year.
Earnings and dividend
Profit before tax fell by 40.1% to £425 million from £710 million, or down 45.5% in constant currency. This reflected the significant difference between the net exceptional losses of £121.6 million, principally the comScore write-down, in the first half of 2016, compared with the net exceptional gains of £202.5 million in the first half of last year. Excluding these exceptional items, profit before tax would be up 7.8%. Headline profit before tax was up 15.8% to £690 million from £596 million and up 11.7% in constant currency.
Profits attributable to share owners fell by 56.6% to £246 million from £566 million, again reflecting the impact of exceptional items. In constant currency, profits attributable to share owners fell by 62.5%.
Diluted earnings per share fell by 56.0% to 18.9p from 43.0p and by 62.0% in constant currency, as a result of the net exceptional charges in the first half of 2016, compared with the net exceptional gains in the first half of last year.
The Board declared an interim dividend of 19.55p per share, an increase of 22.9%. The record date for the interim dividend is 7 October 2016, payable on 7 November 2016.
3
Regional review
The pattern of revenue and net sales growth differed regionally. The following tables give details of revenue and net sales, revenue and net sales growth, as well as the proportion of Group revenues and net sales by region for the second quarter and first half of 2016. Headline PBIT and net sales margin by region are provided in note 6 of Exhibit 2.
Revenue analysis
Three months ended 30 June 2016 |
Reported revenue change three months ended 30 June 2016 |
Constant currency revenue change three months ended 30 June 2016 |
Like-for-like revenue change three months ended 30 June 2016 |
As a % of total Group revenue three months ended 30 June 2016 |
Three months ended 30 June 2015 |
As a % of total Group revenue three months ended 30 June 2015 |
||||||||||||||||||||||
£m | £m | |||||||||||||||||||||||||||
N. America |
1,250 | 10.8 | % | 3.9 | % | 2.2 | % | 36.1 | % | 1,128 | 36.9 | % | ||||||||||||||||
United Kingdom |
475 | 7.4 | % | 7.4 | % | 3.5 | % | 13.7 | % | 443 | 14.5 | % | ||||||||||||||||
W. Cont. Europe |
726 | 21.6 | % | 12.3 | % | 6.2 | % | 21.0 | % | 596 | 19.5 | % | ||||||||||||||||
AP, LA, AME, CEE1 |
1,009 | 13.6 | % | 13.9 | % | 3.4 | % | 29.2 | % | 889 | 29.1 | % | ||||||||||||||||
Total Group |
3,460 | 13.2 | % | 8.8 | % | 3.5 | % | 100.0 | % | 3,056 | 100.0 | % |
1 | Asia Pacific, Latin America, Africa & Middle East and Central & Eastern Europe |
Six months ended 30 June 2016 |
Reported revenue change six months ended 30 June 2016 |
Constant currency revenue change six months ended 30 June 2016 |
Like-for-like revenue change six months ended 30 June 2016 |
As a % of total Group revenue six months ended 30 June 2016 |
Six months ended 30 June 2015 |
As a % of total Group revenue six months ended 30 June 2015 |
||||||||||||||||||||||
£m | £m | |||||||||||||||||||||||||||
N. America |
2,440 | 12.7 | % | 6.4 | % | 4.4 | % | 37.3 | % | 2,164 | 37.1 | % | ||||||||||||||||
United Kingdom |
927 | 7.8 | % | 7.8 | % | 4.1 | % | 14.2 | % | 860 | 14.7 | % | ||||||||||||||||
W. Cont. Europe |
1,342 | 17.4 | % | 10.8 | % | 5.4 | % | 20.5 | % | 1,143 | 19.6 | % | ||||||||||||||||
AP, LA, AME, CEE |
1,827 | 9.3 | % | 11.6 | % | 3.4 | % | 28.0 | % | 1,672 | 28.6 | % | ||||||||||||||||
Total Group |
6,536 | 11.9 | % | 8.9 | % | 4.3 | % | 100.0 | % | 5,839 | 100.0 | % |
4
Net sales analysis
Three months ended 30 June 2016 |
Reported net sales change three months ended 30 June 2016 |
Constant currency net sales change three months ended 30 June 2016 |
Like-for-like net sales change three months ended 30 June 2016 |
As a % of total three months 30 June 2016 |
Three months ended 30 June 2015 |
As a % of total Group net sales three months ended 30 June 2015 |
||||||||||||||||||||||
£m | £m | |||||||||||||||||||||||||||
N. America |
1,084 | 12.7 | % | 5.7 | % | 4.0 | % | 36.4 | % | 962 | 36.7 | % | ||||||||||||||||
United Kingdom |
400 | 7.3 | % | 7.3 | % | 3.4 | % | 13.4 | % | 373 | 14.2 | % | ||||||||||||||||
W. Cont. Europe |
604 | 20.3 | % | 11.1 | % | 6.2 | % | 20.3 | % | 503 | 19.2 | % | ||||||||||||||||
AP, LA, AME, CEE1 |
890 | 13.5 | % | 14.1 | % | 3.8 | % | 29.9 | % | 784 | 29.9 | % | ||||||||||||||||
Total Group |
2,978 | 13.6 | % | 9.4 | % | 4.3 | % | 100.0 | % | 2,622 | 100.0 | % | ||||||||||||||||
1 Asia Pacific, Latin America, Africa & Middle East and Central & Eastern Europe |
| |||||||||||||||||||||||||||
Six months ended 30 June 2016 |
Reported net sales change six months ended 30 June 2016 |
Constant currency net sales change six months ended 30 June 2016 |
Like-for-like net sales change six months ended 30 June 2016 |
As a % of total Group net sales six months ended 30 June 2016 |
Six months ended 30 June 2015 |
As a % of total Group net sales six months ended 30 June 2015 |
||||||||||||||||||||||
£m | £m | |||||||||||||||||||||||||||
N. America |
2,103 | 12.0 | % | 5.8 | % | 4.0 | % | 37.6 | % | 1,877 | 37.2 | % | ||||||||||||||||
United Kingdom |
775 | 7.2 | % | 7.2 | % | 3.3 | % | 13.8 | % | 723 | 14.3 | % | ||||||||||||||||
W. Cont. Europe |
1,112 | 15.3 | % | 8.9 | % | 4.3 | % | 19.9 | % | 965 | 19.1 | % | ||||||||||||||||
AP, LA, AME, CEE |
1,604 | 8.7 | % | 11.2 | % | 3.5 | % | 28.7 | % | 1,476 | 29.4 | % | ||||||||||||||||
Total Group |
5,594 | 11.0 | % | 8.1 | % | 3.8 | % | 100.0 | % | 5,041 | 100.0 | % |
North America like-for-like revenue increased 2.2% in the second quarter, with like-for-like net sales growth stronger at 4.0%, slightly higher than the first quarter, as parts of the Groups Advertising and Media Investment Management businesses investment in technology generated a higher growth rate in net sales compared to revenue, along with growth in data investment management. As a result, like-for-like revenue and net sales growth rates in the first half were similar at 4.4% and 4.0% respectively. Advertising and Media Investment Management showed the strongest growth in the second quarter, with Data Investment Management, Public Relations and Public Affairs and Branding & Identity all growing stronger in the second quarter, with parts of the Groups healthcare businesses continuing to be more challenged.
United Kingdom like-for-like revenue, perhaps reflecting pre-Brexit vote uncertainties, was up 3.5%, slower than the first quarter growth of 4.7%, as the Groups Media Investment Management businesses grew less strongly, although still double digit, together with parts of the Groups Data Investment Management and public relations and public affairs businesses, which were also slower. Net sales overall showed a similar pattern to revenue, up slightly to 3.4% like-for-like in the second quarter, compared with 3.2% in the first quarter, with parts of the Groups advertising, Data Investment Management and healthcare businesses stronger than the first quarter.
Western Continental Europe, which remains patchy from a macro-economic point of view, showed considerable improvement in the second quarter, with like-for-like revenue growth up 6.2% in the second quarter, compared with 4.4% in the first quarter. Austria, Belgium, Denmark, Greece, Finland, Italy, the Netherlands, Norway and Sweden performed stronger than the first quarter, with France, Portugal and Spain more difficult. Net sales also improved over the first quarter, with like-for-like growth of 6.2%, compared with 2.3% in the first quarter, following a similar pattern to the growth in revenue.
Asia Pacific, Latin America, Africa & the Middle East and Central & Eastern Europe, revenue growth was the same as the first quarter, at 3.4% like-for-like, but net sales improved markedly, up 3.8%, compared with 3.0% in
5
the first quarter, on the same basis. Revenue growth in Latin America and Central & Eastern Europe showed an improving trend, with Asia Pacific, Africa and the Middle East slower. Net sales growth showed a similar trend to revenue, although Asia Pacific and the Middle East showed stronger comparative growth than revenue. In South East Asia, India, the Groups second largest market in the region, remains a shining beacon, with like-for-like net sales growth over 17% in the second quarter. Indonesia, Japan, the Philippines, Singapore, Thailand and Vietnam all grew net sales well above the average, but Greater China remains sluggish. Net sales growth in the BRICs (Brazil, Russia, India, China) improved significantly in the second quarter, with all the major countries, except China, improving.
In Central & Eastern Europe, like-for-like net sales grew strongly in the second quarter, up over 10%, with Croatia, Hungary, Poland, Romania, Russia and the Ukraine improving over the first quarter, and with the Czech Republic slightly slower. Sadly, the Groups media measurement business in Russia was effectively expropriated by a recent Act passed by the Duma and control sold after the half-year end to a State controlled research institute.
Primarily reflecting the usually lower first-half seasonal pattern, the continued higher growth rates in the mature markets, and generally weaker foreign exchange rates in so called faster growth markets, only 28.7% of the Groups net sales came from Asia Pacific, Latin America, Africa & the Middle East and Central & Eastern Europe, against the Groups revised and strengthened strategic objective of 40-45% over the next four to five years. This was down on the same period last year, but up over one percentage point compared with the first quarter, reflecting in part the merger of most of the Groups Australian and New Zealand assets with STW Communications Group Limited in Australia. The re-named WPP AUNZ became a listed subsidiary of the Group on 8 April 2016.
Business sector review
The pattern of revenue and net sales growth also varied by communications services sector and operating brand. The following tables give details of revenue and net sales, revenue and net sales growth, as well as the proportion of Group revenue and net sales by communications services sector for the second quarter and first half of 2016. Headline PBIT and net sales margin by communications services sector are provided in note 6 of Exhibit 2.
Revenue analysis
Three months ended 30 June 2016 |
Reported revenue change three months ended 30 June 2016 |
Constant currency revenue change three months ended 30 June 2016 |
Like-for-like revenue change three months ended 30 June 2016 |
As a % of total Group revenue three months ended 30 June 2016 |
Three months ended 30 June 2015 |
As a % of total Group revenue three months ended 30 June 2015 |
||||||||||||||||||||||
£m | £m | |||||||||||||||||||||||||||
AMIM1 |
1,576 | 12.4 | % | 8.3 | % | 5.4 | % | 45.6 | % | 1,402 | 45.9 | % | ||||||||||||||||
Data Inv. Mgt.2 |
652 | 5.8 | % | 2.0 | % | -0.4 | % | 18.8 | % | 616 | 20.1 | % | ||||||||||||||||
PR & PA3 |
260 | 10.6 | % | 5.3 | % | 3.0 | % | 7.5 | % | 235 | 7.7 | % | ||||||||||||||||
BI, HC & SC4 |
972 | 21.0 | % | 16.0 | % | 3.4 | % | 28.1 | % | 803 | 26.3 | % | ||||||||||||||||
Total Group |
3,460 | 13.2 | % | 8.8 | % | 3.5 | % | 100.0 | % | 3,056 | 100.0 | % |
1 | Advertising, Media Investment Management |
2 | Data Investment Management |
3 | Public Relations & Public Affairs |
4 | Branding & Identity, Healthcare and Specialist Communications |
6
Six months ended 30 June 2016 |
Reported revenue change six months ended 30 June 2016 |
Constant currency revenue change six months ended 30 June 2016 |
Like-for-like revenue change six months ended 30 June 2016 |
As a % of total Group revenue six months ended 30 June 2016 |
Six months ended 30 June 2015 |
As a % of total Group revenue six months ended 30 June 2015 |
||||||||||||||||||||||
£m | £m | |||||||||||||||||||||||||||
AMIM |
2,963 | 12.3 | % | 9.6 | % | 6.6 | % | 45.4 | % | 2,638 | 45.2 | % | ||||||||||||||||
Data Inv. Mgt. |
1,244 | 5.9 | % | 3.5 | % | 0.0 | % | 19.0 | % | 1,174 | 20.1 | % | ||||||||||||||||
PR & PA |
499 | 8.8 | % | 4.7 | % | 2.7 | % | 7.6 | % | 459 | 7.9 | % | ||||||||||||||||
BI, HC & SC |
1,830 | 16.7 | % | 13.1 | % | 4.0 | % | 28.0 | % | 1,568 | 26.8 | % | ||||||||||||||||
Total Group |
6,536 | 11.9 | % | 8.9 | % | 4.3 | % | 100.0 | % | 5,839 | 100.0 | % |
Net sales analysis
Three months |
Reported net sales |
Constant currency net sales change three months ended 30 June 2016 |
Like-for-like net sales change three months ended 30 June 2016 |
As a % of total Group net sales three months ended 30 June 2016 |
Three months ended 30 June 2015 |
As a % of total Group net sales three months ended 30 June 2015 |
||||||||||||||||||||||
£m | £m | |||||||||||||||||||||||||||
AMIM1 |
1,301 | 12.2 | % | 8.3 | % | 5.8 | % | 43.7 | % | 1,160 | 44.3 | % | ||||||||||||||||
Data Inv. Mgt.2 |
489 | 8.8 | % | 5.1 | % | 2.0 | % | 16.4 | % | 450 | 17.1 | % | ||||||||||||||||
PR & PA3 |
256 | 10.8 | % | 5.5 | % | 3.2 | % | 8.6 | % | 231 | 8.8 | % | ||||||||||||||||
BI, HC & SC4 |
932 | 19.4 | % | 14.5 | % | 3.7 | % | 31.3 | % | 781 | 29.8 | % | ||||||||||||||||
Total Group |
2,978 | 13.6 | % | 9.4 | % | 4.3 | % | 100.0 | % | 2,622 | 100.0 | % |
1 | Advertising, Media Investment Management |
2 | Data Investment Management |
3 | Public Relations & Public Affairs |
4 | Branding & Identity, Healthcare and Specialist Communications |
Six months ended 30 June 2016 |
Reported net sales change six months ended 30 June 2016 |
Constant currency net sales change six months ended 30 June 2016 |
Like-for-like net sales 30 June 2016 |
As a % of six months |
Six months ended 30 June 2015 |
As a % of six months |
||||||||||||||||||||||
£m | £m | |||||||||||||||||||||||||||
AMIM |
2,423 | 9.1 | % | 6.7 | % | 4.6 | % | 43.3 | % | 2,221 | 44.1 | % | ||||||||||||||||
Data Inv. Mgt. |
922 | 7.6 | % | 5.1 | % | 1.0 | % | 16.5 | % | 857 | 17.0 | % | ||||||||||||||||
PR & PA |
490 | 8.9 | % | 4.8 | % | 2.8 | % | 8.8 | % | 450 | 8.9 | % | ||||||||||||||||
BI, HC & SC |
1,759 | 16.3 | % | 12.8 | % | 4.4 | % | 31.4 | % | 1,513 | 30.0 | % | ||||||||||||||||
Total Group |
5,594 | 11.0 | % | 8.1 | % | 3.8 | % | 100.0 | % | 5,041 | 100.0 | % |
Advertising and Media Investment Management
As in the first quarter, Advertising and Media Investment Management remains the strongest performing sector. Like-for-like revenue grew by 5.4% in the second quarter, slower than the 7.9% seen in the first quarter, with a reduction in the growth rate in North America. However, like-for-like net sales growth was 5.8%, compared with 3.4% in the first quarter, as the Groups investment in technology had an increasingly positive impact on net sales. The rate of growth in the Groups advertising businesses improved in the second quarter, with North America, the United Kingdom, Western Continental Europe and the Middle East showing an improving trend, but overall remains challenging.
7
The Group gained a total of £1.930 billion ($2.992 billion) in net new business wins (including all losses and excluding retentions) in the first half, a significant increase compared to £1.301 billion ($2.082 billion) in the same period last year. Of this, J. Walter Thompson Company, Ogilvy & Mather Worldwide, Y&R and Grey generated net new business billings of £637 million ($987 million). Also, out of the Group total, GroupM, the Groups Media Investment Management company (which includes Mindshare, MEC, MediaCom, Maxus, GroupM Search, Xaxis and Essence), together with tenthavenue, generated net new business billings of £958 million ($1.485 billion).
On a reportable basis, net sales margins continued to improve, up 0.3 margin points to 15.2%.
Data Investment Management
On a like-for-like basis, data investment management revenue fell 0.4% in the second quarter, compared with growth of 0.5% in the first quarter, with all regions, except North America and Asia Pacific slower than the first quarter. However, like-for-like net sales grew 2.0%, compared with -0.1% in the first quarter, with all regions, except the United Kingdom, which was flat, showing net sales growth. Latin America grew over 5% with Asia Pacific up almost 4%. Net sales margins improved strongly by 1.8 margin points, reflecting both good cost control and the benefit of the restructuring actions taken in 2014 and 2015.
Public Relations and Public Affairs
Public Relations and Public Affairs like-for-like revenue increased 3.0% in the second quarter, compared with 2.3% in the first quarter. Like-for-like net sales showed a similar pattern, up 3.2% in the second quarter, compared with 2.3% in the first quarter, with all regions showing growth, particularly in Asia Pacific, Latin America and Africa. Cohn & Wolfe and parts of the specialist public relations and public affairs businesses in the United States and Germany performed particularly well. Net sales margins fell slightly, down 0.3 margin points, although H+K Strategies, Ogilvy Public Relations, Cohn & Wolfe and the specialist public relations companies in this sector showed improved margins in the first half.
Branding and Identity, Healthcare and Specialist Communications
At the Groups Branding & Identity, Healthcare and Specialist Communications businesses (including direct, digital and interactive) like-for-like net sales grew 3.7% in the second quarter, compared with 5.2% in the first quarter. The Groups Branding & Identity and Direct, Digital and Interactive businesses grew strongly in the second quarter, with parts of the Groups healthcare businesses in the United States and Specialist Communications businesses in Asia Pacific slower. Net sales margins for this sector, as a whole, were up 0.2 margin points, with branding & identity and direct, digital and interactive margins up strongly, but with pressure in healthcare and specialist communications. Like-for-like, digital revenue now accounts for over 38% of Group revenue, up 1.0 percentage point from the previous year and grew by 7.2% in the first half with net sales up 7.1%.
Cash flow and Balance Sheet
The Groups unaudited cash flow statement, balance sheet and notes as at 30 June 2016 are provided in Exhibit 2.
In the first half of 2016, operating profit was £554 million, non-cash exceptional losses £103 million, depreciation, amortisation and impairment £199 million, non-cash share-based incentive charges £52 million, net interest paid £81 million, tax paid £250 million, capital expenditure £143 million and other net cash inflows £25 million. Free cash flow available for working capital requirements, debt repayment, acquisitions, share re-purchases and dividends was, therefore, £459 million.
This free cash flow was absorbed by £226 million in net cash acquisition payments and investments (of which £21 million was for earnout payments with the balance of £205 million for investments and new acquisitions payments) and £197 million in share re-purchases, a total outflow of £423 million. This resulted in a net cash inflow of £36 million, before any changes in working capital and also reflects our strategic objectives of investing approximately £300-£400 million annually in acquisitions and investments and executing share buy-backs of 2-3% of the issued share capital.
8
In line with the Groups strategic focus on new markets, new media and data investment management, the Group completed 36 transactions in the first six months; 13 acquisitions and investments were in new markets and 23 in quantitative and digital. Of these, 9 were driven by individual client or agency needs and 9 were in both new markets and quantitative and digital.
Specifically, in the first six months of 2016, acquisitions and increased equity stakes have been completed in advertising and media investment management in the United Kingdom; in data investment management in the United States, Denmark, Greece, India and New Zealand; in public relations and public affairs in Canada, Switzerland, Turkey and Brazil; in branding & identity in the Netherlands; in direct, digital and interactive in the United States, the United Kingdom, Germany, China, Singapore, South Korea, Brazil, Colombia and Mexico; in healthcare in the United States; in sports marketing in the United States.
A further 6 acquisitions and investments were made in July and August, with two in advertising and media investment management in Turkey and Ecuador; and four in direct, digital and interactive in the United States, France, Turkey and China.
Net debt at 30 June 2016 was £4.249 billion, compared to £3.383 billion on 30 June 2015, an increase of £866 million. Average net debt in the first six months of 2016 was £3.986 billion, compared to £3.374 billion in 2015, at 2016 exchange rates. This represents an increase of £612 million. The increased average and period end net debt figures reflect significant net acquisition payments and share repurchases of £831 million, and a weakened pound sterling, offsetting a relative improvement in working capital.
The Board continues to examine the allocation of its headline EBITDA of over £2.1 billion or over $2.7 billion, for the preceding twelve months and substantial free cash flow of over £1.2 billion, or over $1.6 billion per annum, also for the previous twelve months, to enhance share owner value. Headline EBITDA for the preceding twelve months is computed using the headline EBITDA metrics included on pages 12-13 (£2,002.4 million less £782.0 million plus £889.2 million) and free cash flow for the previous twelve months is computed using the free cash flow metrics included on page 14 (£1,263.4 million less £492.3 million plus £459.4 million). The Groups current market capitalisation of £22.431 billion ($29.586 billion) implies a headline EBITDA multiple of 10.6 times, on the basis of the trailing 12 months headline EBITDA to 30 June 2016. Including net debt at 30 June of £4.249 billion, the Groups enterprise value to headline EBITDA multiple is 12.6 times. The average net debt to headline EBITDA ratio is 1.89x, within the Groups target range of 1.5-2.0x.
During the first six months of 2016, 12.5 million shares, or 1.0% of the issued share capital, were purchased at a cost of £197 million and an average price of £15.70 per share.
Client Development in the First Half of 2016
Including 100% of associates and investments, the Group has annual revenue of over $28 billion and over 200,000 full-time people in over 3,000 offices in 113 countries. The Group, therefore, has access to an unparalleled breadth and depth of marketing communications resources. It services 353 of the Fortune Global 500 companies, all 30 of the Dow Jones 30, 74 of the NASDAQ 100 and 781 national or multi-national clients in three or more disciplines. 494 clients are served in four disciplines and these clients account for almost 52% of Group revenue. This reflects the increasing opportunities for co-ordination between activities, both nationally and internationally. The Group also works with 400 clients in 6 or more countries. The Group estimates that well over a third of new assignments in the first half of the year were generated through the joint development of opportunities by two or more Group companies. Horizontality, or making sure our people in different disciplines work together for the benefit of clients, is clearly becoming an increasingly important part of client strategies, particularly as they continue to invest in brand in slower-growth markets and both capacity and brand in faster-growth markets.
9
Trend Information
The discussion below 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 elsewhere in this report on Form 6-K.
In July, like-for-like revenue and net sales were up 4.6% and 1.9% respectively. All regions and sectors (except Data Investment Management) were positive, and showed a similar pattern to the first half, with Advertising, Media Investment Management, Public Relations and Public Affairs and Specialist Communications (including Direct, Digital and Interactive) up strongly. The United Kingdom was stronger than the previous quarter, perhaps reflecting a post-Brexit vote recovery, driven by a weaker pound sterling. Cumulative like-for-like revenue and net sales growth for the first seven months of 2016 is now 4.3% and 3.5% respectively. The Groups quarter 2 revised forecast, having been reviewed at the parent company level in the first half of August, indicates full year like-for-like revenue growth of well over 3% and net sales growth of over 3%, and a slightly weaker second half, partly reflecting more difficult comparatives in 2015 and the usual fourth quarter conservatism.
10
NON-GAAP INFORMATION
As introduced on page 1, the following metrics are the Groups Non-GAAP measures.
Constant currency
The Companys reporting currency is the UK pound sterling. However, the Companys significant international operations give rise to fluctuations in foreign exchange rates. To neutralize 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 2016 exchange rates to local currency reported results for the current and prior year. This gives a US dollar-denominated income statement which excludes 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 Companys 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 net sales growth for the three month and six month periods ended 30 June 2016 and 2015, to like-for-like revenue and net sales growth for the same periods.
Three months ended 30 June |
Six months ended 30 June |
Three months 30 June |
Six months ended 30 June |
|||||||||||||||||||||||||||||
Revenue | Revenue | Net Sales | Net Sales | |||||||||||||||||||||||||||||
£m | £m | £m | £m | |||||||||||||||||||||||||||||
2015 Reported |
3,056 | 5,839 | 2,622 | 5,041 | ||||||||||||||||||||||||||||
Impact of exchange rate changes |
134 | 4.4 | % | 175 | 3.0 | % | 110 | 4.2 | % | 146 | 2.9 | % | ||||||||||||||||||||
Changes in scope of consolidation |
163 | 5.3 | % | 271 | 4.6 | % | 133 | 5.1 | % | 215 | 4.3 | % | ||||||||||||||||||||
Like-for-like growth |
1017 | 3.5 | % | 251 | 4.3 | % | 113 | 4.3 | % | 192 | 3.8 | % | ||||||||||||||||||||
2016 Reported |
3,460 | 13.2 | % | 6,536 | 11.9 | % | 2,978 | 13.6 | % | 5,594 | 11.0 | % |
Headline PBIT
Headline PBIT is one of the metrics that management uses to assess the performance of the business.
Headline PBIT is calculated as profit before finance income/costs and revaluation of financial instruments, taxation, gains/losses on disposal of investments and subsidiaries, investment write-downs, goodwill impairment and other goodwill write-downs, amortisation and impairment of acquired intangible assets, Group restructuring costs, IT asset write downs, share of exceptional gains/losses of associates and gains/losses on remeasurement of equity interest on acquisition of controlling interest.
A tabular reconciliation of profit before interest and taxation to headline PBIT is provided in note 19 of the unaudited condensed consolidated interim financial statements of the Company, which appear in Exhibit 2.
11
Net sales margin
Given the significance of Data Investment Management revenues to the Group, with none of the direct competitors present in that sector, net sales and net sales margin are more meaningful measures of comparative, competitive revenue growth and margin performance. This is because Data Investment Management revenues include pass-through costs, principally for data collection, on which no margin is charged and with the growth of the internet, the process of data collection becomes more efficient. In addition, the Groups Media Investment Management sub-sector is increasingly buying digital media for its own account and, as a result, the subsequent billings to clients have to be accounted for as revenue, as well as billings.
Net sales margin is calculated as headline PBIT (defined above) as a percentage of net sales.
Headline PBT
Headline PBT is one of the metrics that management uses to assess the performance of the business.
Headline PBT is calculated as profit before taxation, gains/losses on disposal of investments and subsidiaries, investment write-downs, goodwill impairment and other goodwill write-downs, amortisation and impairment of acquired intangible assets, Group restructuring costs, IT asset write downs, share of exceptional gains/losses of associates, gains/losses arising from the revaluation of financial instruments, and gains/losses on remeasurement of equity interest on acquisition of controlling interest.
A tabular reconciliation of profit before taxation to headline PBT is shown below.
Six months ended 30 June 2016 |
Six months ended 30 June 2015 |
Year ended |
||||||||||
£m | £m | £m | ||||||||||
Profit before taxation |
425.1 | 709.7 | 1,492.6 | |||||||||
Amortisation and impairment of acquired intangible assets |
77.6 | 66.7 | 140.1 | |||||||||
Goodwill impairment |
| | 15.1 | |||||||||
Gains on disposal of investments and subsidiaries |
(19.5 | ) | (91.9 | ) | (131.0 | ) | ||||||
Losses/(gains) on re-measurement of equity interest on acquisition of controlling interest |
38.9 | (140.2 | ) | (165.0 | ) | |||||||
Investment write-downs |
83.3 | | 78.7 | |||||||||
Restructuring costs |
10.5 | 21.2 | 106.2 | |||||||||
IT asset write-downs |
| | 29.1 | |||||||||
Share of exceptional losses of associates |
8.4 | 8.4 | 21.8 | |||||||||
Revaluation of financial instruments |
65.4 | 21.8 | 34.7 | |||||||||
Headline PBT |
689.7 | 595.7 | 1,622.3 |
Headline EBITDA
Headline EBITDA is a key metric that private equity firms, for example, use for valuing companies, and is one of the metrics that management uses to assess the performance of the business.
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, IT asset write-downs, 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 Group restructuring costs.
12
A tabular reconciliation of profit before interest and taxation for the period to headline EBITDA is shown below.
Six months 30 June 2016 |
Six months 30 June 2015 |
Year ended |
||||||||||
£m | £m | £m | ||||||||||
Profit before interest and taxation for the period |
569.5 | 804.9 | 1,679.0 | |||||||||
Amortisation and impairment of acquired intangible assets |
77.6 | 66.7 | 140.1 | |||||||||
Depreciation of property, plant and equipment |
102.6 | 97.5 | 194.7 | |||||||||
Amortisation of other intangible assets |
17.9 | 15.4 | 33.7 | |||||||||
Goodwill impairment |
| | 15.1 | |||||||||
Gains on disposal of investments and subsidiaries |
(19.5 | ) | (91.9 | ) | (131.0 | ) | ||||||
Losses/(gains) on re-measurement of equity interest on acquisition of controlling interest |
38.9 | (140.2 | ) | (165.0 | ) | |||||||
Investment write-downs |
83.3 | | 78.7 | |||||||||
Restructuring costs |
10.5 | 21.2 | 106.2 | |||||||||
IT asset write-downs |
| 29.1 | ||||||||||
Share of exceptional losses of associates |
8.4 | 8.4 | 21.8 | |||||||||
Headline EBITDA |
889.2 | 782.0 | 2,002.4 |
Headline operating costs
Headline operating costs is one of the metrics that management uses to assess the performance of the business.
Headline operating costs is calculated as operating costs excluding goodwill impairment, amortisation and impairment of acquired intangibles, gains/losses on disposal of investments and subsidiaries, investment write-downs, gains/losses on remeasurement of equity interest on acquisition of controlling interest, Group restructuring costs and IT asset write-downs.
Six months ended 30 June 2016 |
Six months ended 30 June 2015 |
Year ended |
||||||||||
£m | £m | £m | ||||||||||
Operating costs |
5,040.2 | 4,251.8 | 8,892.3 | |||||||||
Amortisation and impairment of acquired intangible assets |
(77.6 | ) | (66.7 | ) | (140.1 | ) | ||||||
Goodwill impairment |
| | (15.1 | ) | ||||||||
Gains on disposal of investments and subsidiaries |
19.5 | 91.9 | 131.0 | |||||||||
(Losses)/gains on remeasurement of equity interest on acquisition of controlling interest |
(38.9 | ) | 140.2 | 165.0 | ||||||||
Investment write-downs |
(83.3 | ) | | (78.7 | ) | |||||||
Restructuring costs |
(10.5 | ) | (21.2 | ) | (106.2 | ) | ||||||
IT asset write-downs |
| | (29.1 | ) | ||||||||
Headline operating costs |
4,849.4 | 4,396.0 | 8,819.1 |
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.
13
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 Companys funds available for acquisition related 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.
Free cash flow is calculated as net cash flow from operating activities plus proceeds from the issue of shares, proceeds from the disposal of property, plant and equipment, movements in working capital and provisions, less purchases of property, plant and equipment, purchases of other intangible assets and dividends paid to non-controlling interests in subsidiary undertakings.
A tabular reconciliation of net cash inflow/(outflow) from operating activities to free cash flow is shown below:
Six months ended 30 June 2016 |
Six months ended 30 June 2015 |
Year ended |
||||||||||
£m | £m | £m | ||||||||||
Net cash inflow/(outflow) from operating activities |
66.2 | (180.7 | ) | 1,359.9 | ||||||||
Share option proceeds |
5.3 | 5.4 | 27.6 | |||||||||
Proceeds on disposal of property, plant and equipment |
9.7 | 11.2 | 13.4 | |||||||||
Movements in working capital and provisions |
555.8 | 772.2 | 164.1 | |||||||||
Purchases of property, plant and equipment |
(126.7 | ) | (73.1 | ) | (210.3 | ) | ||||||
Purchase of other intangible assets (including capitalised computer software) |
(15.9 | ) | (17.0 | ) | (36.1 | ) | ||||||
Dividends paid to non-controlling interests in subsidiary undertakings |
(35.0 | ) | (25.7 | ) | (55.2 | ) | ||||||
Free cash flow |
459.4 | 492.3 | 1,263.4 |
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 othersthough our cash resources could be used to repay the debt concerned.
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. Average net debt is calculated as the average daily net borrowings of the Group, derived from the Groups automated banking system.
14
The following table is an analysis of net debt:
30 June 2016 |
30 June 2015 |
31 December 2015 |
||||||||||
£m | £m | £m | ||||||||||
Cash and short-term deposits |
2,147.4 | 1,353.0 | 2,382.4 | |||||||||
Bank overdrafts and loans due within one year |
(1,057.2 | ) | (518.7 | ) | (932.0 | ) | ||||||
Bonds and bank loans due after one year |
(5,339.1 | ) | (4,217.0 | ) | (4,661.2 | ) | ||||||
Net debt |
(4,248.9 | ) | (3,382.7 | ) | (3,210.8 | ) |
15
Exhibit 2
Unaudited Condensed Consolidated Interim Financial Statements of WPP plc for the six months ended
30 June 2016 and 2015 and the year ended 31 December 2015
WPP plc
Unaudited condensed consolidated interim income statement
for the six months ended 30 June 2016 and 2015 and the year ended 31 December 2015
Notes | Six months ended 30 June 2016 £m |
Six months ended 30 June 2015 £m |
Year ended 31 December 2015 £m |
|||||||||||||
Revenue |
6 | 6,536.5 | 5,839.4 | 12,235.2 | ||||||||||||
Direct costs |
(942.7 | ) | (798.7 | ) | (1,710.9 | ) | ||||||||||
Net sales |
6 | 5,593.8 | 5,040.7 | 10,524.3 | ||||||||||||
Operating costs |
4 | (5,040.2 | ) | (4,251.8 | ) | (8,892.3 | ) | |||||||||
Operating profit |
553.6 | 788.9 | 1,632.0 | |||||||||||||
Share of results of associates |
4 | 15.9 | 16.0 | 47.0 | ||||||||||||
Profit before interest and taxation |
569.5 | 804.9 | 1,679.0 | |||||||||||||
Finance income |
5 | 43.1 | 38.1 | 72.4 | ||||||||||||
Finance costs |
5 | (122.1 | ) | (111.5 | ) | (224.1 | ) | |||||||||
Revaluation of financial instruments |
5 | (65.4 | ) | (21.8 | ) | (34.7 | ) | |||||||||
Profit before taxation |
425.1 | 709.7 | 1,492.6 | |||||||||||||
Taxation |
7 | (143.1 | ) | (108.6 | ) | (247.5 | ) | |||||||||
Profit for the period |
282.0 | 601.1 | 1,245.1 | |||||||||||||
Attributable to: |
||||||||||||||||
Equity holders of the parent |
245.8 | 566.2 | 1,160.2 | |||||||||||||
Non-controlling interests |
36.2 | 34.9 | 84.9 | |||||||||||||
282.0 | 601.1 | 1,245.1 | ||||||||||||||
Earnings per share |
||||||||||||||||
Basic earnings per ordinary share |
9 | 19.1p | 43.7p | 90.0p | ||||||||||||
Diluted earnings per ordinary share |
9 | 18.9p | 43.0p | 88.4p |
Note
The accompanying notes form an integral part of this unaudited condensed consolidated interim income statement.
1
WPP plc
Unaudited condensed consolidated interim statement of comprehensive income
for the six months ended 30 June 2016 and 2015 and the year ended 31 December 2015
Six months ended 30 June 2016 £m |
Six months ended 30 June 2015 £m |
Year ended 31 December 2015 £m |
||||||||||
Profit for the period |
282.0 | 601.1 | 1,245.1 | |||||||||
Items that may be reclassified subsequently to profit or loss: |
||||||||||||
Exchange adjustments on foreign currency net investments |
990.9 | (316.0 | ) | (275.9 | ) | |||||||
(Loss)/gain on revaluation of available for sale investments |
(1.4 | ) | (2.1 | ) | 206.0 | |||||||
989.5 | (318.1 | ) | (69.9 | ) | ||||||||
Items that will not be reclassified subsequently to profit or loss: |
||||||||||||
Actuarial gain on defined benefit pension plans |
| | 33.5 | |||||||||
Deferred tax on defined benefit pension plans |
| | (5.2 | ) | ||||||||
| | 28.3 | ||||||||||
Other comprehensive income/(loss) relating to the period |
989.5 | (318.1 | ) | (41.6 | ) | |||||||
Total comprehensive income relating to the period |
1,271.5 | 283.0 | 1,203.5 | |||||||||
Attributable to: |
||||||||||||
Equity holders of the parent |
1,199.7 | 257.0 | 1,121.6 | |||||||||
Non-controlling interests |
71.8 | 26.0 | 81.9 | |||||||||
1,271.5 | 283.0 | 1,203.5 |
Note
The accompanying notes form an integral part of this unaudited condensed consolidated interim statement of comprehensive income.
2
WPP plc
Unaudited condensed consolidated interim cash flow statement
for the six months ended 30 June 2016 and 2015 and the year ended 31 December 2015
Notes | Six months ended 30 June 2016 £m |
Six months ended 30 June 2015 £m |
Year ended 31 December 2015 £m |
|||||||||||||
Net cash inflow/(outflow) from operating activities |
10 | 66.2 | (180.7 | ) | 1,359.9 | |||||||||||
Investing activities |
||||||||||||||||
Acquisitions and disposals |
10 | (182.8 | ) | (459.3 | ) | (669.5 | ) | |||||||||
Purchase of property, plant and equipment |
(126.7 | ) | (73.1 | ) | (210.3 | ) | ||||||||||
Purchase of other intangible assets (including capitalised computer software) |
(15.9 | ) | (17.0 | ) | (36.1 | ) | ||||||||||
Proceeds on disposal of property, plant and equipment |
9.7 | 11.2 | 13.4 | |||||||||||||
Net cash outflow from investing activities |
(315.7 | ) | (538.2 | ) | (902.5 | ) | ||||||||||
Financing activities |
||||||||||||||||
Share option proceeds |
5.3 | 5.4 | 27.6 | |||||||||||||
Cash consideration for non-controlling interests |
10 | (43.4 | ) | (7.9 | ) | (23.6 | ) | |||||||||
Share repurchases and buybacks |
10 | (196.8 | ) | (405.4 | ) | (587.6 | ) | |||||||||
Net (decrease)/increase in borrowings |
10 | (62.9 | ) | 141.1 | 492.0 | |||||||||||
Financing and share issue costs |
(0.5 | ) | (9.0 | ) | (11.4 | ) | ||||||||||
Equity dividends paid |
| | (545.8 | ) | ||||||||||||
Dividends paid to non-controlling interests in subsidiary undertakings |
(35.0 | ) | (25.7 | ) | (55.2 | ) | ||||||||||
Net cash outflow from financing activities |
(333.3 | ) | (301.5 | ) | (704.0 | ) | ||||||||||
Net decrease in cash and cash equivalents |
(582.8 | ) | (1,020.4 | ) | (246.6 | ) | ||||||||||
Translation differences |
237.3 | (39.9 | ) | (54.4 | ) | |||||||||||
Cash and cash equivalents at beginning of period |
1,946.6 | 2,247.6 | 2,247.6 | |||||||||||||
Cash and cash equivalents at end of period |
10 | 1,601.1 | 1,187.3 | 1,946.6 |
Note
The accompanying notes form an integral part of this unaudited condensed consolidated interim cash flow statement.
3
WPP plc
Unaudited condensed consolidated interim balance sheet
as at 30 June 2016 and 2015 and 31 December 2015
Notes | 30 June 2016 £m |
30 June 2015 £m |
31 December 2015 £m |
|||||||||||||
Non-current assets |
||||||||||||||||
Intangible assets: |
||||||||||||||||
Goodwill |
12 | 12,293.5 | 10,057.3 | 10,670.6 | ||||||||||||
Other |
13 | 2,036.7 | 1,714.2 | 1,715.4 | ||||||||||||
Property, plant and equipment |
925.9 | 731.1 | 797.7 | |||||||||||||
Interests in associates and joint ventures |
690.8 | 694.3 | 758.6 | |||||||||||||
Other investments |
1,303.7 | 920.9 | 1,158.7 | |||||||||||||
Deferred tax assets1 |
94.0 | 107.6 | 94.1 | |||||||||||||
Trade and other receivables |
14 | 254.9 | 141.9 | 178.7 | ||||||||||||
17,599.5 | 14,367.3 | 15,373.8 | ||||||||||||||
Current assets |
||||||||||||||||
Inventory and work in progress |
408.8 | 321.7 | 329.0 | |||||||||||||
Corporate income tax recoverable |
224.2 | 168.1 | 168.6 | |||||||||||||
Trade and other receivables |
14 | 11,751.1 | 9,985.0 | 10,495.4 | ||||||||||||
Cash and short-term deposits |
2,147.4 | 1,353.0 | 2,382.4 | |||||||||||||
14,531.5 | 11,827.8 | 13,375.4 | ||||||||||||||
Current liabilities |
||||||||||||||||
Trade and other payables |
15 | (13,868.2 | ) | (11,359.8 | ) | (12,685.0 | ) | |||||||||
Corporate income tax payable2 |
(584.0 | ) | (571.9 | ) | (598.5 | ) | ||||||||||
Bank overdrafts and loans |
(1,057.2 | ) | (518.7 | ) | (932.0 | ) | ||||||||||
(15,509.4 | ) | (12,450.4 | ) | (14,215.5 | ) | |||||||||||
Net current liabilities |
(977.9 | ) | (622.6 | ) | (840.1 | ) | ||||||||||
Total assets less current liabilities |
16,621.6 | 13,744.7 | 14,533.7 | |||||||||||||
Non-current liabilities |
||||||||||||||||
Bonds and bank loans |
(5,339.1 | ) | (4,217.0 | ) | (4,661.2 | ) | ||||||||||
Trade and other payables |
16 | (1,122.0 | ) | (707.5 | ) | (891.5 | ) | |||||||||
Deferred tax liabilities1 |
(713.0 | ) | (556.1 | ) | (552.3 | ) | ||||||||||
Provisions for post-employment benefits |
(260.4 | ) | (283.3 | ) | (229.3 | ) | ||||||||||
Provisions for liabilities and charges |
(208.9 | ) | (173.2 | ) | (183.6 | ) | ||||||||||
(7,643.4 | ) | (5,937.1 | ) | (6,517.9 | ) | |||||||||||
Net assets |
8,978.2 | 7,807.6 | 8,015.8 | |||||||||||||
Equity |
||||||||||||||||
Called-up share capital |
17 | 133.0 | 132.7 | 132.9 | ||||||||||||
Share premium account |
540.5 | 513.3 | 535.3 | |||||||||||||
Shares to be issued |
| 0.1 | | |||||||||||||
Other reserves |
824.4 | (226.0 | ) | (9.7 | ) | |||||||||||
Own shares |
(760.7 | ) | (572.2 | ) | (719.6 | ) | ||||||||||
Retained earnings |
7,782.5 | 7,619.6 | 7,698.5 | |||||||||||||
Equity share owners funds |
8,519.7 | 7,467.5 | 7,637.4 | |||||||||||||
Non-controlling interests |
458.5 | 340.1 | 378.4 | |||||||||||||
Total equity |
8,978.2 | 7,807.6 | 8,015.8 |
Notes
The accompanying notes form an integral part of this unaudited condensed consolidated interim balance sheet.
1 | The Group has restated the balance sheet as at 30 June 2015 to reduce both the deferred tax assets and the deferred tax liabilities by £140.7 million. This is consistent with the current period presentation. |
2 | The Group has restated the balance sheet as at 30 June 2015 to reclassify £533.6 million of corporate income tax payable from non-current liabilities to current liabilities. This is consistent with the current period presentation. |
4
WPP plc
Unaudited condensed consolidated interim statement of changes in equity
for the six months ended 30 June 2016, 31 December 2015, and 30 June 2015
Called-up £m |
Share premium account £m |
Shares to be issued £m |
Other reserves £m |
Own shares £m |
Retained earnings £m |
Total equity £m |
Non- controlling interests £m |
Total £m |
||||||||||||||||||||||||||||
Balance at 1 January 2015 |
132.6 | 508.0 | 0.3 | 36.2 | (283.7 | ) | 7,106.7 | 7,500.1 | 326.7 | 7,826.8 | ||||||||||||||||||||||||||
Ordinary shares issued |
0.1 | 5.3 | (0.2 | ) | | | 0.1 | 5.3 | | 5.3 | ||||||||||||||||||||||||||
Treasury share additions |
| | | | (345.7 | ) | | (345.7 | ) | | (345.7 | ) | ||||||||||||||||||||||||
Treasury share allocations |
| | | | 3.1 | (3.1 | ) | | | | ||||||||||||||||||||||||||
Net profit for the period |
| | | | | 566.2 | 566.2 | 34.9 | 601.1 | |||||||||||||||||||||||||||
Exchange adjustments on foreign currency net investments |
| | | (307.1 | ) | | | (307.1 | ) | (8.9 | ) | (316.0 | ) | |||||||||||||||||||||||
Loss on revaluation of available for sale investments |
| | | (2.1 | ) | | | (2.1 | ) | | (2.1 | ) | ||||||||||||||||||||||||
Comprehensive (loss)/ income |
| | | (309.2 | ) | | 566.2 | 257.0 | 26.0 | 283.0 | ||||||||||||||||||||||||||
Dividends paid |
| | | | | | | (25.7 | ) | (25.7 | ) | |||||||||||||||||||||||||
Non-cash share-based incentive plans (including stock options) |
| | | | | 48.5 | 48.5 | | 48.5 | |||||||||||||||||||||||||||
Tax adjustment on share-based payments |
| | | | | 21.8 | 21.8 | | 21.8 | |||||||||||||||||||||||||||
Net movement in own shares held by ESOP Trusts |
| | | | 54.1 | (113.8 | ) | (59.7 | ) | | (59.7 | ) | ||||||||||||||||||||||||
Recognition/remeasurement of financial instruments |
| | | (33.0 | ) | | 0.4 | (32.6 | ) | | (32.6 | ) | ||||||||||||||||||||||||
Share purchasesclose period commitments |
| | | 80.0 | | 2.9 | 82.9 | | 82.9 | |||||||||||||||||||||||||||
Acquisition of subsidiaries1 |
| | | | | (10.1 | ) | (10.1 | ) | 13.1 | 3.0 | |||||||||||||||||||||||||
Balance at 30 June 2015 |
132.7 | 513.3 | 0.1 | (226.0 | ) | (572.2 | ) | 7,619.6 | 7,467.5 | 340.1 | 7,807.6 | |||||||||||||||||||||||||
Ordinary shares issued |
0.2 | 22.0 | (0.1 | ) | | | 0.1 | 22.2 | | 22.2 | ||||||||||||||||||||||||||
Treasury share additions |
| | | | (60.3 | ) | | (60.3 | ) | | (60.3 | ) | ||||||||||||||||||||||||
Treasury share allocations |
| | | | 0.5 | (0.5 | ) | | | | ||||||||||||||||||||||||||
Net profit for the period |
| | | | | 594.0 | 594.0 | 50.0 | 644.0 | |||||||||||||||||||||||||||
Exchange adjustments on foreign currency net investments |
| | | 34.2 | | | 34.2 | 5.9 | 40.1 | |||||||||||||||||||||||||||
Gain on revaluation of available for sale investments |
| | | 208.1 | | | 208.1 | | 208.1 | |||||||||||||||||||||||||||
Actuarial gain on defined benefit pension plans |
| | | | | 33.5 | 33.5 | | 33.5 | |||||||||||||||||||||||||||
Deferred tax on defined benefit pension plans |
| | | | | (5.2 | ) | (5.2 | ) | | (5.2 | ) | ||||||||||||||||||||||||
Comprehensive income |
| | | 242.3 | | 622.3 | 864.6 | 55.9 | 920.5 | |||||||||||||||||||||||||||
Dividends paid |
| | | | | (545.8 | ) | (545.8 | ) | (29.5 | ) | (575.3 | ) | |||||||||||||||||||||||
Non-cash share-based incentive plans (including stock options) |
| | | | | 50.5 | 50.5 | | 50.5 | |||||||||||||||||||||||||||
Tax adjustment on share-based payments |
| | | | | (3.8 | ) | (3.8 | ) | | (3.8 | ) | ||||||||||||||||||||||||
Net movement in own shares held by ESOP Trusts |
| | | | (87.6 | ) | (34.3 | ) | (121.9 | ) | | (121.9 | ) | |||||||||||||||||||||||
Recognition/remeasurement of financial instruments |
| | | (26.0 | ) | | (1.1 | ) | (27.1 | ) | | (27.1 | ) | |||||||||||||||||||||||
Acquisition of subsidiaries1 |
| | | | | (8.5 | ) | (8.5 | ) | 11.9 | 3.4 | |||||||||||||||||||||||||
Balance at 31 December 2015 |
132.9 | 535.3 | | (9.7 | ) | (719.6 | ) | 7,698.5 | 7,637.4 | 378.4 | 8,015.8 | |||||||||||||||||||||||||
Ordinary shares issued |
0.1 | 5.2 | | | | | 5.3 | | 5.3 | |||||||||||||||||||||||||||
Treasury share additions |
| | | | (148.5 | ) | | (148.5 | ) | | (148.5 | ) | ||||||||||||||||||||||||
Treasury share allocations |
| | | | 3.5 | (3.5 | ) | | | | ||||||||||||||||||||||||||
Net profit for the period |
| | | | | 245.8 | 245.8 | 36.2 | 282.0 | |||||||||||||||||||||||||||
Exchange adjustments on foreign currency net investments |
| | | 955.3 | | | 955.3 | 35.6 | 990.9 | |||||||||||||||||||||||||||
Loss on revaluation of available for sale investments |
| | | (1.4 | ) | | | (1.4 | ) | | (1.4 | ) | ||||||||||||||||||||||||
Comprehensive income |
| | | 953.9 | | 245.8 | 1,199.7 | 71.8 | 1,271.5 | |||||||||||||||||||||||||||
Dividends paid |
| | | | | | | (35.0 | ) | (35.0 | ) | |||||||||||||||||||||||||
Non-cash share-based incentive plans (including share options) |
| | | | | 52.0 | 52.0 | | 52.0 | |||||||||||||||||||||||||||
Tax adjustments on share-based payments |
| | | | | (37.8 | ) | (37.8 | ) | | (37.8 | ) | ||||||||||||||||||||||||
Net movement in own shares held by ESOP Trusts |
| | | | 103.9 | (152.2 | ) | (48.3 | ) | | (48.3 | ) | ||||||||||||||||||||||||
Recognition/remeasurement of financial instruments |
| | | (2.3 | ) | | 24.4 | 22.1 | | 22.1 | ||||||||||||||||||||||||||
Share purchases-close period commitments |
| | | (117.5 | ) | | | (117.5 | ) | | (117.5 | ) | ||||||||||||||||||||||||
Acquisition of subsidiaries1 |
| | | | | (44.7 | ) | (44.7 | ) | 43.3 | (1.4 | ) | ||||||||||||||||||||||||
Balance at 30 June 2016 |
133.0 | 540.5 | | 824.4 | (760.7 | ) | 7,782.5 | 8,519.7 | 458.5 | 8,978.2 |
Note
The accompanying notes form an integral part of this unaudited condensed consolidated interim statement of changes in equity.
1 Acquisition of subsidiaries represents movements in retained earnings and non-controlling interests arising from changes in ownership of existing subsidiaries and recognition of non-controlling interests on new acquisitions.
5
Notes to the unaudited condensed consolidated interim financial statements
1. | Basis of accounting |
The unaudited condensed consolidated interim financial statements are prepared under the historical cost convention, except for the revaluation of certain financial instruments as disclosed in our accounting policies.
2. | Accounting policies |
The unaudited condensed consolidated interim financial statements comply with the recognition and measurement criteria of International Financial Reporting Standards (IFRS) as issued by the International Accounting Standards Board (IASB), IAS 34 Interim Financial Reporting and with the accounting policies of the Group which were set out on pages F-2 to F-7 of the 2015 Annual Report on Form 20-F. No changes have been made to the Groups accounting policies in the period ended 30 June 2016.
The announcement of the interim results was approved by the board of directors on 24 August 2016.
3. | Currency conversion |
The presentation currency of the Group is pound sterling and the unaudited condensed consolidated interim financial statements have been prepared on this basis. The 2016 unaudited condensed consolidated interim income statement is prepared using, among other currencies, average exchange rates of US$1.4330 to the pound (period ended 30 June 2015: US$1.5239; year ended 31 December 2015: US$1.5288) and 1.2838 to the pound (period ended 30 June 2015: 1.3659; year ended 31 December 2015: 1.3782). The unaudited condensed consolidated interim balance sheet as at 30 June 2016 has been prepared using the exchange rates on that day of US$1.3268 to the pound (30 June 2015: US$1.5725; 31 December 2015: US$1.4734 ) and 1.1982 to the pound (30 June 2015: 1.4100; 31 December 2015: 1.3559).
4. | Operating costs and share of results of associates |
Six months ended 30 June 2016 |
Six months ended 30 June 2015 |
Year ended |
||||||||||
£m | £m | £m | ||||||||||
Staff costs |
3,656.8 | 3,303.2 | 6,652.6 | |||||||||
Establishment costs |
395.2 | 358.8 | 726.3 | |||||||||
Other operating costs |
988.2 | 589.8 | 1,513.4 | |||||||||
Total operating costs |
5,040.2 | 4,251.8 | 8,892.3 |
Staff costs include:
Six months ended 30 June 2016 |
Six months ended 30 June 2015 |
Year ended |
||||||||||
£m | £m | £m | ||||||||||
Wages and salaries |
2,520.4 | 2,277.8 | 4,578.4 | |||||||||
Cash-based incentive plans |
69.6 | 63.1 | 231.8 | |||||||||
Share-based incentive plans |
52.0 | 48.5 | 99.0 | |||||||||
Social security costs |
324.6 | 302.3 | 578.4 | |||||||||
Pension costs |
85.2 | 81.5 | 160.0 | |||||||||
Severance |
29.7 | 15.9 | 24.0 | |||||||||
Other staff costs |
575.3 | 514.1 | 981.0 | |||||||||
3,656.8 | 3,303.2 | 6,652.6 | ||||||||||
Staff cost to net sales ratio |
65.4% | 65.5% | 63.2% |
6
Notes to the unaudited condensed consolidated interim financial statements (continued)
4. | Operating costs and share of results of associates (continued) |
Other operating costs include:
Six months ended 30 June 2016 |
Six months ended 30 June 2015 |
Year ended |
||||||||||
£m | £m | £m | ||||||||||
Amortisation and impairment of acquired intangible assets |
77.6 | 66.7 | 140.1 | |||||||||
Goodwill impairment |
| | 15.1 | |||||||||
Gains on disposal of investments and subsidiaries |
(19.5 | ) | (91.9 | ) | (131.0 | ) | ||||||
Losses/(gains) on remeasurement of equity interest on acquisition of controlling interest |
38.9 | (140.2 | ) | (165.0 | ) | |||||||
Investment write-downs |
83.3 | | 78.7 | |||||||||
Restructuring costs |
10.5 | 21.2 | 106.2 | |||||||||
IT asset write-downs |
| | 29.1 |
Losses on remeasurement of equity interest on acquisition of controlling interest in 2016 primarily comprise losses of £24.0 million in relation to the merger of most of the Groups Australian and New Zealand assets with STW Communications Group Limited in Australia. The re-named WPP AUNZ became a listed subsidiary of the Group on 8 April 2016.
Gains on remeasurement of equity interest on acquisition of controlling interest in 2015 primarily comprise gains of £131.7 million in relation to the acquisition of a majority stake in IBOPE in Latin America.
Investment write-downs in 2016 of £83.3 million primarily relate to comScore Inc, which has not released any financial statements in relation to its 2015 results due to an internal investigation by their Audit Committee. Following the announcement of this internal investigation, the market value of comScore Inc fell below the Groups carrying value.
Gains on disposal of investments and subsidiaries in 2015 include £43.6 million of gains arising on the sale of certain Kantar internet measurement businesses to comScore Inc in consideration for newly issued equity in the buyer; £29.7 million of gains arising on the sale of the Groups minority stake in eRewards; and, in the second half of 2015, £30.6 million of gains arising on the Groups equity interest in Chime Communications plc following its acquisition by Providence Equity Partners in conjunction with WPP.
In 2016, restructuring costs of £10.5 million (period ended 30 June 2015: £21.2 million) predominantly comprise costs resulting from the project to transform and rationalise the Groups IT services and infrastructure.
In the year ended 31 December 2015, restructuring costs of £106.2 million comprise £69.5 million of costs (including £52.0 million of severance costs) arising from a structural reassessment of certain of the Groups operations, primarily in the mature markets of Western Europe; and £36.7 million of costs resulting from the project to transform and rationalise the Groups IT services and infrastructure. In 2015, IT asset write-downs comprise £29.1 million of accelerated depreciation of IT assets in Asia and Europe.
Share of results of associates include:
Six months ended 30 June 2016 |
Six months ended 30 June 2015 |
Year ended |
||||||||||
£m | £m | £m | ||||||||||
Share of profit before interest and taxation |
39.0 | 39.2 | 95.2 | |||||||||
Share of exceptional losses |
(8.4 | ) | (8.4 | ) | (21.8 | ) | ||||||
Share of interest and non-controlling interests |
(3.2 | ) | (0.8 | ) | (1.7 | ) | ||||||
Share of taxation |
(11.5 | ) | (14.0 | ) | (24.7 | ) | ||||||
15.9 | 16.0 | 47.0 |
7
Notes to the unaudited condensed consolidated interim financial statements (continued)
5. | Finance income, finance costs and revaluation of financial instruments |
Finance income includes:
Six months ended 30 June 2016 |
Six months ended 30 June 2015 |
Year ended 31 December 2015 |
||||||||||
£m | £m | £m | ||||||||||
Income from available for sale investments |
9.6 | 10.2 | 18.9 | |||||||||
Interest income |
33.5 | 27.9 | 53.5 | |||||||||
43.1 | 38.1 | 72.4 |
Finance costs include:
Six months ended 30 June 2016 |
Six months ended 30 June 2015 |
Year ended 31 December 2015 |
||||||||||
£m | £m | £m | ||||||||||
Net interest expense on pension plans |
3.2 | 3.8 | 7.3 | |||||||||
Interest on other long-term employee benefits |
1.3 | 1.2 | 2.5 | |||||||||
Interest payable and similar charges |
117.6 | 106.5 | 214.3 | |||||||||
122.1 | 111.5 | 224.1 |
Revaluation of financial instruments include:
Six months ended 30 June 2016 |
Six months ended 30 June 2015 |
Year ended 31 December 2015 |
||||||||||
£m | £m | £m | ||||||||||
Movements in fair value of treasury instruments |
(3.9 | ) | (5.9 | ) | (3.7 | ) | ||||||
Movements in fair value of other derivatives |
| 15.9 | 15.9 | |||||||||
Revaluation of put options over non-controlling interests |
(23.5 | ) | (5.8 | ) | (11.3 | ) | ||||||
Revaluation of payments due to vendors (earnout agreements) |
(38.0 | ) | (26.0 | ) | (35.6 | ) | ||||||
(65.4 | ) | (21.8 | ) | (34.7 | ) |
8
Notes to the unaudited condensed consolidated interim financial statements (continued)
6. | Segmental analysis |
Reported contributions by operating sector were as follows:
Six months ended 30 June 2016 |
Six months ended 30 June 2015 |
Year ended 31 December 2015 |
||||||||||
£m | £m | £m | ||||||||||
Revenue |
||||||||||||
Advertising and Media Investment Management |
2,963.4 | 2,638.8 | 5,552.8 | |||||||||
Data Investment Management |
1,243.6 | 1,173.8 | 2,425.9 | |||||||||
Public Relations & Public Affairs |
499.2 | 458.7 | 945.8 | |||||||||
Branding & Identity, Healthcare and Specialist Communications |
1,830.3 | 1,568.1 | 3,310.7 | |||||||||
6,536.5 | 5,839.4 | 12,235.2 | ||||||||||
Net sales |
||||||||||||
Advertising and Media Investment Management |
2,423.0 | 2,221.1 | 4,652.0 | |||||||||
Data Investment Management |
921.7 | 856.7 | 1,768.1 | |||||||||
Public Relations & Public Affairs |
490.4 | 450.3 | 929.7 | |||||||||
Branding & Identity, Healthcare and Specialist Communications |
1,758.7 | 1,512.6 | 3,174.5 | |||||||||
5,593.8 | 5,040.7 | 10,524.3 | ||||||||||
Headline PBIT1 |
||||||||||||
Advertising and Media Investment Management |
369.1 | 330.4 | 855.6 | |||||||||
Data Investment Management |
124.7 | 100.6 | 286.1 | |||||||||
Public Relations & Public Affairs |
70.6 | 66.0 | 155.4 | |||||||||
Branding & Identity, Healthcare and Specialist Communications |
204.3 | 172.1 | 476.9 | |||||||||
768.7 | 669.1 | 1,774.0 | ||||||||||
Net sales margin2 |
% | % | % | |||||||||
Advertising and Media Investment Management |
15.2 | 14.9 | 18.4 | |||||||||
Data Investment Management |
13.5 | 11.7 | 16.2 | |||||||||
Public Relations & Public Affairs |
14.4 | 14.7 | 16.7 | |||||||||
Branding & Identity, Healthcare and Specialist Communications |
11.6 | 11.4 | 15.0 | |||||||||
13.7 | 13.3 | 16.9 | ||||||||||
Total assets |
||||||||||||
Advertising and Media Investment Management |
15,150.7 | 12,363.6 | 12,911.4 | |||||||||
Data Investment Management |
4,046.0 | 3,703.9 | 3,713.3 | |||||||||
Public Relations & Public Affairs |
2,029.4 | 1,709.8 | 1,839.2 | |||||||||
Branding & Identity, Healthcare and Specialist Communications |
8,439.3 | 6,789.1 | 7,640.2 | |||||||||
Segment assets |
29,665.4 | 24,566.4 | 26,104.1 | |||||||||
Unallocated corporate assets3,4 |
2,465.6 | 1,628.7 | 2,645.1 | |||||||||
32,131.0 | 26,195.1 | 28,749.2 |
Notes
1 | A reconciliation from profit before interest and taxation to headline PBIT is provided in note 19. |
2 | Net sales margin is calculated as headline PBIT as a percentage of net sales. |
3 | Included in unallocated corporate assets and liabilities are corporate income tax, deferred tax and net interest-bearing debt. |
4 | The Group has restated the balance sheet as at 30 June 2015 to reduce both the deferred tax assets and the deferred tax liabilities by £140.7 million. This is consistent with the current period presentation. |
9
Notes to the unaudited condensed consolidated interim financial statements (continued)
6. | Segmental analysis (continued) |
Reported contributions by operating sector were as follows:
Six months ended 30 June 2016 |
Six months ended 30 June 2015 |
Year ended 31 December 2015 |
||||||||||
£m | £m | £m | ||||||||||
Total liabilities |
||||||||||||
Advertising and Media Investment Management |
(11,624.6 | ) | (9,667.3 | ) | (10,506.9 | ) | ||||||
Data Investment Management |
(1,204.2 | ) | (995.3 | ) | (1,067.0 | ) | ||||||
Public Relations & Public Affairs |
(473.5 | ) | (355.6 | ) | (425.1 | ) | ||||||
Branding & Identity, Healthcare and Specialist Communications |
(2,157.2 | ) | (1,505.6 | ) | (1,990.4 | ) | ||||||
Segment liabilities |
(15,459.5 | ) | (12,523.8 | ) | (13,989.4 | ) | ||||||
Unallocated corporate liabilities1,2 |
(7,693.3 | ) | (5,863.7 | ) | (6,744.0 | ) | ||||||
(23,152.8 | ) | (18,387.5 | ) | (20,733.4 | ) |
Notes
1 | Included in unallocated corporate assets and liabilities are corporate income tax, deferred tax and net interest-bearing debt. |
2 | The Group has restated the balance sheet as at 30 June 2015 to reduce both the deferred tax assets and the deferred tax liabilities by £140.7 million. This is consistent with the current period presentation. |
10
Notes to the unaudited condensed consolidated interim financial statements (continued)
6. | Segmental analysis (continued) |
Reported contributions by geographical area were as follows:
Six months ended |
Six months ended 30 June 2015 |
Year ended 31 December 2015 |
||||||||||
£m | £m | £m | ||||||||||
Revenue |
||||||||||||
North America1 |
2,440.5 | 2,164.6 | 4,491.2 | |||||||||
United Kingdom |
927.0 | 860.0 | 1,777.4 | |||||||||
Western Continental Europe |
1,341.7 | 1,143.2 | 2,425.6 | |||||||||
Asia Pacific, Latin America, Africa & Middle East and Central & Eastern Europe |
1,827.3 | 1,671.6 | 3,541.0 | |||||||||
6,536.5 | 5,839.4 | 12,235.2 | ||||||||||
Net sales |
||||||||||||
North America1 |
2,103.2 | 1,877.2 | 3,882.3 | |||||||||
United Kingdom |
774.8 | 722.9 | 1,504.5 | |||||||||
Western Continental Europe |
1,112.0 | 964.8 | 2,016.2 | |||||||||
Asia Pacific, Latin America, Africa & Middle East and Central & Eastern Europe |
1,603.8 | 1,475.8 | 3,121.3 | |||||||||
5,593.8 | 5,040.7 | 10,524.3 | ||||||||||
Headline PBIT2 |
||||||||||||
North America1 |
349.1 | 307.5 | 728.2 | |||||||||
United Kingdom |
97.8 | 92.0 | 243.1 | |||||||||
Western Continental Europe |
137.8 | 102.8 | 277.2 | |||||||||
Asia Pacific, Latin America, Africa & Middle East and Central & Eastern Europe |
184.0 | 166.8 | 525.5 | |||||||||
768.7 | 669.1 | 1,774.0 | ||||||||||
Net sales margin3 |
% | % | % | |||||||||
North America |
16.6 | 16.4 | 18.8 | |||||||||
United Kingdom |
12.6 | 12.7 | 16.2 | |||||||||
Western Continental Europe |
12.4 | 10.7 | 13.7 | |||||||||
Asia Pacific, Latin America, Africa & Middle East and Central & Eastern Europe |
11.5 | 11.3 | 16.8 | |||||||||
13.7 | 13.3 | 16.9 |
Notes
1 | North America includes the US with revenue of £2,320.8 million (period ended 30 June 2015: £2,048.3 million; year ended 31 December 2015: £4,257.4 million), net sales of £1,998.0 million (period ended 30 June 2015: £1,773.5 million; year ended 31 December 2015: £3,674.3 million) and headline PBIT of £334.4 million (period ended 30 June 2015: £295.0 million; year ended 31 December 2015: £697.3 million). |
2 | A reconciliation from profit before interest and taxation to headline PBIT is provided in note 19. |
3 | Net sales margin is calculated as headline PBIT as a percentage of net sales. |
11
Notes to the unaudited condensed consolidated interim financial statements (continued)
7. | Taxation |
The tax rate on profit before tax was 33.7% (30 June 2015: 15.3%; 31 December 2015: 16.6%). The increase in the tax rate was largely because certain exceptional losses in the period were not tax deductible compared to minimal tax on exceptional gains last year.
The tax charge comprises:
Six months ended 30 June 2016 |
Six months ended 30 June 2015 |
Year ended 31 December 2015 |
||||||||||
£m | £m | £m | ||||||||||
Corporation tax |
||||||||||||
Current year |
154.8 | 113.7 | 403.0 | |||||||||
Prior years |
(22.2 | ) | 9.2 | (108.4 | ) | |||||||
132.6 | 122.9 | 294.6 | ||||||||||
Deferred tax |
||||||||||||
Current year |
2.4 | (11.0 | ) | (35.8 | ) | |||||||
Prior years |
8.1 | (3.3 | ) | (11.3 | ) | |||||||
10.5 | (14.3 | ) | (47.1 | ) | ||||||||
Tax charge |
143.1 | 108.6 | 247.5 |
8. | Ordinary dividends |
The Board has recommended an interim dividend of 19.55p (2015: 15.91p) per ordinary share. This is expected to be paid on 7 November 2016 to share owners on the register at 7 October 2016. The Board recommended a final dividend of 28.78p per ordinary share in respect of 2015. This was paid on 4 July 2016.
9. | Earnings per share |
Basic EPS
The calculation of basic EPS is as follows:
Six months ended 30 June 2016 |
Six months ended 30 June 2015 |
Year ended 31 December 2015 |
||||||||||
Earnings1 (£ million) |
245.8 | 566.2 | 1,160.2 | |||||||||
Average shares used in basic EPS calculation (million) |
1,284.0 | 1,294.6 | 1,288.5 | |||||||||
EPS |
19.1p | 43.7p | 90.0p |
Note
1 | Earnings is equivalent to profit for the period attributable to equity holders of the parent. |
Diluted EPS
The calculation of diluted EPS is as follows:
Six months ended 30 June 2016 |
Six months ended 30 June 2015 |
Year ended 31 December 2015 |
||||||||||
Diluted earnings (£ million) |
245.8 | 566.2 | 1,160.2 | |||||||||
Shares used in diluted EPS calculation (million) |
1,300.0 | 1,317.1 | 1,313.0 | |||||||||
Diluted EPS |
18.9p | 43.0p | 88.4p |
12
Notes to the unaudited condensed consolidated interim financial statements (continued)
9. | Earnings per share (continued) |
A reconciliation between the shares used in calculating basic and diluted EPS is as follows:
Six months ended 30 June 2016 |
Six months ended 30 June 2015 |
Year ended 31 December 2015 |
||||||||||
m | m | m | ||||||||||
Average shares used in basic EPS calculation |
1,284.0 | 1,294.6 | 1,288.5 | |||||||||
Dilutive share options outstanding |
2.2 | 3.2 | 3.5 | |||||||||
Other potentially issuable shares |
13.8 | 19.3 | 21.0 | |||||||||
Shares used in diluted EPS calculation |
1,300.0 | 1,317.1 | 1,313.0 |
At 30 June 2016 there were 1,330,032,727 ordinary shares in issue.
10. | Analysis of cash flows |
The following tables analyse the items included within the main cash flow headings on page 3:
Net cash inflow/(outflow) from operating activities:
Six months ended 30 June 2016 |
Six months ended 30 June 2015 |
Year ended 31 December 2015 |
||||||||||
£m | £m | £m | ||||||||||
Profit for the period |
282.0 | 601.1 | 1,245.1 | |||||||||
Taxation |
143.1 | 108.6 | 247.5 | |||||||||
Revaluation of financial instruments |
65.4 | 21.8 | 34.7 | |||||||||
Finance costs |
122.1 | 111.5 | 224.1 | |||||||||
Finance income |
(43.1 | ) | (38.1 | ) | (72.4 | ) | ||||||
Share of results of associates |
(15.9 | ) | (16.0 | ) | (47.0 | ) | ||||||
Non-cash share-based incentive plans (including share options) |
52.0 | 48.5 | 99.0 | |||||||||
Depreciation of property, plant and equipment |
102.6 | 97.5 | 194.7 | |||||||||
Goodwill impairment |
| | 15.1 | |||||||||
Amortisation and impairment of acquired intangible assets |
77.6 | 66.7 | 140.1 | |||||||||
Amortisation of other intangible assets |
17.9 | 15.4 | 33.7 | |||||||||
Investment write-downs |
83.3 | | 78.7 | |||||||||
Gains on disposal of investments and subsidiaries |
(19.5 | ) | (91.9 | ) | (131.0 | ) | ||||||
Losses/(gains) on remeasurement of equity interest on acquisition of controlling interest |
38.9 | (140.2 | ) | (165.0 | ) | |||||||
Losses/(gains) on sale of property, plant and equipment |
0.2 | (0.1 | ) | 1.1 | ||||||||
Movements in working capital and provisions1 |
(555.8 | ) | (772.2 | ) | (164.1 | ) | ||||||
Corporation and overseas tax paid |
(249.5 | ) | (165.0 | ) | (301.2 | ) | ||||||
Interest and similar charges paid |
(116.7 | ) | (110.0 | ) | (212.0 | ) | ||||||
Interest received |
35.3 | 28.6 | 61.3 | |||||||||
Investment income |
9.6 | 3.0 | 4.9 | |||||||||
Dividends received from associates |
36.7 | 50.1 | 72.6 | |||||||||
66.2 | (180.7 | ) | 1,359.9 |
Note
1 | The Group typically experiences an outflow of working capital in the first half of the financial year and an inflow in the second half. This is primarily due to the seasonal nature of working capital flows associated with its media buying activities on behalf of clients. |
13
Notes to the unaudited condensed consolidated interim financial statements (continued)
10. | Analysis of cash flows (continued) |
Acquisitions and disposals:
Six months ended 30 June 2016 |
Six months ended 30 June 2015 |
Year ended 31 December 2015 |
||||||||||
£m | £m | £m | ||||||||||
Initial cash consideration |
(108.3 | ) | (307.8 | ) | (463.5 | ) | ||||||
Cash and cash equivalents acquired (net) |
37.9 | 19.2 | 57.7 | |||||||||
Earnout payments |
(20.5 | ) | (10.9 | ) | (43.9 | ) | ||||||
Purchase of other investments (including associates) |
(121.9 | ) | (201.7 | ) | (283.2 | ) | ||||||
Proceeds on disposal of investments and subsidiaries |
30.0 | 41.9 | 63.4 | |||||||||
Acquisitions and disposals |
(182.8 | ) | (459.3 | ) | (669.5 | ) | ||||||
Cash consideration for non-controlling interests |
(43.4 | ) | (7.9 | ) | (23.6 | ) | ||||||
Net acquisition payments and investments |
(226.2 | ) | (467.2 | ) | (693.1 | ) |
Share repurchases and buybacks:
Six months ended 30 June |
Six months ended 30 June |
Year ended 31 December |
||||||||||
£m | £m | £m | ||||||||||
Purchase of own shares by ESOP Trusts |
(48.3 | ) | (59.7 | ) | (181.6 | ) | ||||||
Shares purchased into treasury |
(148.5 | ) | (345.7 | ) | (406.0 | ) | ||||||
(196.8 | ) | (405.4 | ) | (587.6 | ) |
Net (decrease)/increase in borrowings:
Six months ended 30 June 2016 |
Six months ended 30 June 2015 |
Year ended 31 December 2015 |
||||||||||
£m | £m | £m | ||||||||||
Increase in drawings on bank loans |
329.2 | 197.7 | 128.9 | |||||||||
Repayment of 498 million bonds |
(392.1 | ) | | | ||||||||
Proceeds from issues of 600 million bonds |
| 439.0 | 858.7 | |||||||||
Repayment of 500 million bonds |
| (481.9 | ) | (481.9 | ) | |||||||
Premium on exchange of 252 million bonds |
| (13.7 | ) | (13.7 | ) | |||||||
(62.9 | ) | 141.1 | 492.0 |
14
Notes to the unaudited condensed consolidated interim financial statements (continued)
10. | Analysis of cash flows (continued) |
Cash and cash equivalents:
Six months ended 30 June |
Six months ended 30 June |
Year ended 31 December |
||||||||||
£m | £m | £m | ||||||||||
Cash at bank and in hand |
1,985.7 | 1,206.9 | 2,227.8 | |||||||||
Short-term bank deposits |
161.7 | 146.1 | 154.6 | |||||||||
Overdrafts1 |
(546.3 | ) | (165.7 | ) | (435.8 | ) | ||||||
1,601.1 | 1,187.3 | 1,946.6 |
Note
1 | Bank overdrafts are included in cash and cash equivalents because they form an integral part of the Groups cash management. |
11. | Debt financing |
The Group estimates that the fair value of corporate bonds is £5,633.0 million at 30 June 2016 (30 June 2015: £4,611.9 million; 31 December 2015: £5,207.4 million). The Group considers that the carrying amount of bank loans approximates their fair value.
The following table is an analysis of future anticipated cash flows in relation to the Groups debt, on an undiscounted basis which, therefore, differs from the carrying value:
30 June 2016 |
30 June 2015 |
31 December 2015 |
||||||||||
£m | £m | £m | ||||||||||
Within one year |
(678.4 | ) | (528.7 | ) | (541.7 | ) | ||||||
Between one and two years |
(365.2 | ) | (550.0 | ) | (548.2 | ) | ||||||
Between two and three years |
(361.9 | ) | (308.4 | ) | (325.4 | ) | ||||||
Between three and four years |
(652.8 | ) | (129.2 | ) | (581.6 | ) | ||||||
Between four and five years |
(343.0 | ) | (129.2 | ) | (335.0 | ) | ||||||
Over five years |
(5,258.1 | ) | (4,682.5 | ) | (4,459.5 | ) | ||||||
Debt financing (including interest) under the Revolving Credit Facility and in relation to unsecured loan notes |
(7,659.4 | ) | (6,328.0 | ) | (6,791.4 | ) | ||||||
Short-term overdrafts within one year |
(546.3 | ) | (165.7 | ) | (435.8 | ) | ||||||
Future anticipated cash flows |
(8,205.7 | ) | (6,493.7 | ) | (7,227.2 | ) | ||||||
Effect of discounting/financing rates |
1,809.4 | 1,758.0 | 1,634.0 | |||||||||
Debt financing |
(6,396.3 | ) | (4,735.7 | ) | (5,593.2 | ) |
12. | Goodwill and acquisitions |
Goodwill in relation to subsidiary undertakings increased by £1,622.9 million (30 June 2015: £77.9 million) in the period. This movement primarily relates to the effect of currency translation and also includes both goodwill arising on acquisitions completed in the period and adjustments to goodwill relating to acquisitions completed in prior years.
The contribution to revenue and operating profit of acquisitions completed in the period was not material. There were no material acquisitions completed during the period or between 30 June 2016 and the date the interim financial statements were approved.
15
Notes to the unaudited condensed consolidated interim financial statements (continued)
13. | Other intangible assets |
The following are included in other intangibles:
30 June 2016 |
30 June 2015 |
31 December 2015 |
||||||||||
£m | £m | £m | ||||||||||
Brands with an indefinite useful life |
1,083.4 | 937.4 | 968.1 | |||||||||
Acquired intangibles |
846.8 | 674.3 | 667.6 | |||||||||
Other (including capitalised computer software) |
106.5 | 102.5 | 79.7 | |||||||||
2,036.7 | 1,714.2 | 1,715.4 |
14. | Trade and other receivables |
Amounts falling due within one year:
30 June 2016 |
30 June 2015 |
31 December 2015 |
||||||||||
£m | £m | £m | ||||||||||
Trade receivables |
7,340.2 | 6,109.2 | 6,799.4 | |||||||||
VAT and sales taxes recoverable |
146.5 | 122.3 | 154.9 | |||||||||
Prepayments |
363.3 | 369.5 | 235.0 | |||||||||
Accrued income |
3,412.8 | 2,805.2 | 2,853.8 | |||||||||
Fair value of derivatives |
15.2 | 1.2 | 4.6 | |||||||||
Other debtors |
473.1 | 577.6 | 447.7 | |||||||||
11,751.1 | 9,985.0 | 10,495.4 |
Amounts falling due after more than one year:
30 June 2016 |
30 June 2015 |
31 December 2015 |
||||||||||
£m | £m | £m | ||||||||||
Prepayments |
3.5 | 1.7 | 1.5 | |||||||||
Accrued income |
14.5 | 11.8 | 5.8 | |||||||||
Other debtors |
172.1 | 98.6 | 131.7 | |||||||||
Fair value of derivatives |
64.8 | 29.8 | 39.7 | |||||||||
254.9 | 141.9 | 178.7 |
The Group considers that the carrying amount of trade and other receivables approximates their fair value.
15. | Trade and other payables: amounts falling due within one year |
30 June 2016 |
30 June 2015 |
31 December 2015 |
||||||||||
£m | £m | £m | ||||||||||
Trade payables |
9,379.8 | 7,764.4 | 8,538.3 | |||||||||
Deferred income |
1,216.4 | 1,017.4 | 1,081.0 | |||||||||
Payments due to vendors (earnout agreements) |
234.6 | 102.8 | 126.0 | |||||||||
Liabilities in respect of put option agreements with vendors |
49.5 | 43.0 | 51.1 | |||||||||
Fair value of derivatives |
6.4 | 0.8 | 0.7 | |||||||||
Share purchases close period commitments |
119.6 | | | |||||||||
Other creditors and accruals |
2,861.9 | 2,431.4 | 2,887.9 | |||||||||
13,868.2 | 11,359.8 | 12,685.0 |
The Group considers that the carrying amount of trade and other payables approximates their fair value.
16
Notes to the unaudited condensed consolidated interim financial statements (continued)
16. | Trade and other payables: amounts falling due after more than one year |
30 June 2016 |
30 June 2015 |
31 December 2015 |
||||||||||
£m | £m | £m | ||||||||||
Payments due to vendors (earnout agreements) |
651.7 | 321.8 | 455.3 | |||||||||
Liabilities in respect of put option agreements with vendors |
223.3 | 163.8 | 183.3 | |||||||||
Fair value of derivatives |
1.3 | 3.2 | 2.3 | |||||||||
Other creditors and accruals |
245.7 | 218.7 | 250.6 | |||||||||
1,122.0 | 707.5 | 891.5 |
The Group considers that the carrying amount of trade and other payables approximates their fair value.
The following table sets out payments due to vendors, comprising deferred consideration and the directors best estimates of future earnout-related obligations:
30 June 2016 |
30 June 2015 |
31 December 2015 |
||||||||||
£m | £m | £m | ||||||||||
Within one year |
234.6 | 102.8 | 126.0 | |||||||||
Between 1 and 2 years |
153.1 | 87.3 | 104.9 | |||||||||
Between 2 and 3 years |
168.7 | 68.8 | 105.1 | |||||||||
Between 3 and 4 years |
174.3 | 63.6 | 110.9 | |||||||||
Between 4 and 5 years |
121.1 | 67.7 | 122.5 | |||||||||
Over 5 years |
34.5 | 34.4 | 11.9 | |||||||||
886.3 | 424.6 | 581.3 |
The Groups approach to payments due to vendors is outlined in note 21.
The following table sets out the movements of deferred and earnout related obligations during the period:
Six months ended 30 June 2016 |
Six months ended 30 June 2015 |
Year ended 31 December 2015 |
||||||||||
£m | £m | £m | ||||||||||
At the beginning of the period |
581.3 | 311.4 | 311.4 | |||||||||
Earnouts paid |
(20.5 | ) | (10.9 | ) | (43.9 | ) | ||||||
New acquisitions |
185.3 | 92.7 | 262.2 | |||||||||
Revision of estimates taken to goodwill |
38.9 | 19.5 | 19.9 | |||||||||
Revaluation of payments due to vendors (note 5) |
38.0 | 26.0 | 35.6 | |||||||||
Exchange adjustments |
63.3 | (14.1 | ) | (3.9 | ) | |||||||
At the end of the period |
886.3 | 424.6 | 581.3 |
The Group does not consider there to be any material contingent liabilities as at 30 June 2016.
17. | Issued share capital movement in the period |
Six months ended 30 June 2016 |
Six months ended 30 June 2015 |
Year ended 31 December 2015 |
||||||||||
Number of equity ordinary shares | m | m | m | |||||||||
At the beginning of the period |
1,329.4 | 1,325.7 | 1,325.7 | |||||||||
Exercise of share options |
0.6 | 0.9 | 3.7 | |||||||||
At the end of the period |
1,330.0 | 1,326.6 | 1,329.4 |
17
Notes to the unaudited condensed consolidated interim financial statements (continued)
18. | Related party transactions |
From time to time the Group enters into transactions with its associate undertakings. These transactions were not material for any of the periods presented.
19. | Reconciliation of profit before interest and taxation to headline PBIT |
Six months ended 30 June 2016 |
Six months ended 30 June 2015 |
Year ended 31 December 2015 |
||||||||||
£m | £m | £m | ||||||||||
Profit before interest and taxation |
569.5 | 804.9 | 1,679.0 | |||||||||
Amortisation and impairment of acquired intangible assets |
77.6 | 66.7 | 140.1 | |||||||||
Goodwill impairment |
| | 15.1 | |||||||||
Gains on disposal of investments and subsidiaries |
(19.5 | ) | (91.9 | ) | (131.0 | ) | ||||||
Losses/(gains) on remeasurement of equity interest on acquisition of controlling interest |
38.9 | (140.2 | ) | (165.0 | ) | |||||||
Investment write-downs |
83.3 | | 78.7 | |||||||||
Restructuring costs |
10.5 | 21.2 | 106.2 | |||||||||
IT asset write downs |
| | 29.1 | |||||||||
Share of exceptional losses of associates |
8.4 | 8.4 | 21.8 | |||||||||
Headline PBIT |
768.7 | 669.1 | 1,774.0 | |||||||||
Net sales margin (Headline PBIT as a percentage of net sales) |
13.7% | 13.3% | 16.9% |
20. | Going concern and risk management policies |
In considering going concern and liquidity risk, the directors have reviewed the Groups future cash requirements and earnings projections. The directors believe these forecasts have been prepared on a prudent basis and have also considered the impact of a range of potential changes to trading performance. The directors have concluded that the Group should be able to operate within its current facilities and comply with its banking covenants for the foreseeable future and therefore believe it is appropriate to prepare the financial statements of the Group on a going concern basis.
18
Notes to the unaudited condensed consolidated interim financial statements (continued)
20. | Going concern and risk management policies (continued) |
At 30 June 2016, the Group has access to £7.4 billion of committed facilities with maturity dates spread over the years 2017 to 2043 as illustrated below:
Maturity by year | ||||||||||||||||||||||||
2017 | 2018 | 2019 | 2020 | 2021+ | ||||||||||||||||||||
£m | £m | £m | £m | £m | £m | |||||||||||||||||||
US bond $500m (5.625% 43) |
376.8 | 376.8 | ||||||||||||||||||||||
US bond $300m (5.125% 42) |
226.1 | 226.1 | ||||||||||||||||||||||
Eurobonds 600m (1.625% 30) |
500.8 | 500.8 | ||||||||||||||||||||||
Eurobonds 750m (2.25% 26) |
625.9 | 625.9 | ||||||||||||||||||||||
US bond $750m (3.75% 24) |
565.3 | 565.3 | ||||||||||||||||||||||
Eurobonds 750m (3.0% 23) |
625.9 | 625.9 | ||||||||||||||||||||||
US bond $500m (3.625% 22) |
376.8 | 376.8 | ||||||||||||||||||||||
US bond $812m (4.75% 21) |
612.3 | 612.3 | ||||||||||||||||||||||
Bank revolver ($2,500m) |
1,884.2 | 1,884.2 | ||||||||||||||||||||||
£ bonds £200m (6.375% 20) |
200.0 | 200.0 | ||||||||||||||||||||||
Eurobonds 600m (0.75% 19) |
500.8 | 500.8 | ||||||||||||||||||||||
Bank revolver (A$520m) |
291.8 | 291.8 | ||||||||||||||||||||||
Eurobonds 252m (0.43% 18) |
210.2 | 210.2 | ||||||||||||||||||||||
£ bonds £400m (6.0% 17) |
400.0 | 400.0 | ||||||||||||||||||||||
Total committed facilities available |
7,396.9 | 400.0 | 210.2 | 792.6 | 200.0 | 5,794.1 | ||||||||||||||||||
Drawn down facilities at 30 June 2016 |
5,766.7 | 400.0 | 210.2 | 708.4 | 200.0 | 4,248.1 | ||||||||||||||||||
Undrawn committed credit facilities |
1,630.2 |
Given the strong cash generation of the business, its debt maturity profile and available facilities, the directors believe the Group has sufficient liquidity to match its requirements for the foreseeable future.
Treasury management
The Groups treasury activities are principally concerned with monitoring of working capital, managing external and internal funding requirements and monitoring and managing financial market risks, in particular risks from movements in interest and foreign exchange rates.
The Groups risk management policies relating to foreign currency risk, interest rate risk, liquidity risk, capital risk and credit risk are presented in the notes to the consolidated financial statements of the 2015 Annual Report on Form 20-F and in the opinion of the Board remain relevant for the remaining six months of the year.
21. | Financial instruments |
The fair values of financial assets and liabilities are based on quoted market prices where available. Where the market value is not available, the Group has estimated relevant fair values on the basis of publicly available information from outside sources or on the basis of discounted cash flow models where appropriate.
The following table provides an analysis of financial instruments that are measured subsequent to initial recognition at fair value, grouped into levels 1 to 3 based on the degree to which the fair value is observable:
Level 1 fair value measurements are those derived from quoted prices (unadjusted) in active markets for identical assets or liabilities;
Level 2 fair value measurements are those derived from inputs other than quoted prices included within level 1 that are observable for the asset or liability, either directly (i.e. as prices) or indirectly (i.e. derived from prices);
19
Notes to the unaudited condensed consolidated interim financial statements (continued)
21. | Financial instruments (continued) |
Level 3 fair value measurements are those derived from valuation techniques that include inputs for the asset or liability that are not based on observable market data (unobservable inputs).
Level 1 | Level 2 | Level 3 | ||||||||||
£m | £m | £m | ||||||||||
30 June 2016 |
||||||||||||
Derivatives in designated hedge relationships |
||||||||||||
Derivative assets |
| 69.5 | | |||||||||
Derivative liabilities |
| (0.4 | ) | | ||||||||
Held for trading |
||||||||||||
Derivative assets |
| 10.5 | | |||||||||
Derivative liabilities |
| (7.3 | ) | | ||||||||
Share purchases close period commitments |
(119.6 | ) | | | ||||||||
Payments due to vendors (earnout agreements) (note 16) |
| | (886.3 | ) | ||||||||
Liabilities in respect of put options |
| | (272.8 | ) | ||||||||
Available for sale |
||||||||||||
Other investments |
310.8 | | 992.9 |
Reconciliation of level 3 fair value measurements1:
Liabilities in respect of put options |
Other investments |
|||||||
£m | £m | |||||||
1 January 2016 |
(234.4 | ) | 847.3 | |||||
Losses recognised in the income statement |
(23.5 | ) | | |||||
Gains recognised in other comprehensive income |
| 17.1 | ||||||
Exchange adjustments |
(37.0 | ) | 94.7 | |||||
Additions |
(14.6 | ) | 37.2 | |||||
Disposals |
| (3.4 | ) | |||||
Settlements |
36.7 | | ||||||
30 June 2016 |
(272.8 | ) | 992.9 |
Note
1 | Payments due to vendors (earnout agreements) are reconciled in note 16. |
Payments due to vendors and liabilities in respect of put options
Future anticipated payments due to vendors in respect of contingent consideration (earnout agreements) are recorded at fair value, which is the present value of the expected cash outflows of the obligations. Liabilities in respect of put option agreements are initially recorded at the present value of the redemption amount in accordance with IAS 32 and subsequently measured at fair value in accordance with IAS 39. Both types of obligations are dependent on the future financial performance of the entity and it is assumed that future profits are 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. At 30 June 2016, the weighted average growth rate in estimating future financial performance was 23.3%, which reflects the prevalence of recent acquisitions in the faster growing markets and new media sectors. The risk adjusted discount rate applied to these obligations at 30 June 2016 was 1.1%.
A one percentage point increase or decrease in the growth rate in estimated future financial performance would increase or decrease the combined liabilities due to earnout agreements and put options by approximately £14.2 million and £20.8 million, respectively. A 0.5 percentage point increase or decrease in the risk adjusted discount rate would decrease or increase the combined liabilities by approximately £15.1 million and £15.5 million, respectively. An increase in the liability would result in a loss in the revaluation of financial instruments (note 5), while a decrease would result in a gain.
20
Notes to the unaudited condensed consolidated interim financial statements (continued)
21. | Financial instruments (continued) |
Other investments
Other investments included in level 1 are based on quoted market prices. Other investments included in level 3 are unlisted securities, where market value is not readily available. The Group has estimated relevant fair values on the basis of publicly available information from outside sources or on the basis of discounted cash flow models where appropriate. The sensitivity to changes in unobservable inputs is specific to each individual investment.
22. | Condensed consolidating financial information for bonds issued by WPP Finance 2010 with WPP plc as parent guarantor and WPP Air 1, WPP 2008 Limited, WPP 2005 Limited, WPP 2012 Limited, and WPP Jubilee Limited as subsidiary guarantors |
WPP Finance 2010 has in issue $500 million of 3.625% bonds due September 2022, $300 million of 5.125% bonds due September 2042 and $812 million of 4.75% bonds due November 2021 with WPP plc as parent guarantor and WPP Air 1, WPP 2008 Limited, WPP 2005 Limited, WPP 2012 Limited and WPP Jubilee Limited as subsidiary guarantors.
The issuer and guarantors of the bonds (issuer and subsidiary guarantors are 100% owned by WPP plc) are each subject to the reporting requirements under section 15(d) of the Securities Exchange Act of 1934. In accordance with SEC Regulation S-X Rule 3-10, condensed consolidating financial information containing financial information for WPP Finance 2010 and the guarantors is presented beginning on page 22. Condensed consolidating financial information is prepared in accordance with IFRS as issued by the IASB, except to the extent that, in the parent company, subsidiary issuer and subsidiary guarantors columns investments in subsidiaries are accounted for under the equity method of accounting. Under the equity method, earnings of subsidiaries are reflected as share of results of subsidiaries in the income statement and as investment in subsidiaries in the balance sheet, as required by the SEC.
In the event that WPP Finance 2010 fails to pay the holders of the securities, thereby requiring WPP plc, WPP Air 1, WPP 2008 Limited, WPP 2005 Limited, WPP 2012 Limited or WPP Jubilee Limited to make payment pursuant to the terms of their full and unconditional, and joint and several guarantee of those securities, there is no impediment to WPP plc, WPP Air 1, WPP 2008 Limited, WPP 2005 Limited, WPP 2012 Limited or WPP Jubilee Limited in obtaining reimbursement for any such payments from WPP Finance 2010.
21
Notes to the unaudited condensed consolidated interim financial statements (continued)
22. | Condensed consolidating financial information for bonds issued by WPP Finance 2010 with WPP plc as parent guarantor and WPP Air 1, WPP 2008 Limited, WPP 2005 Limited, WPP 2012 Limited, and WPP Jubilee Limited as subsidiary guarantors (continued) |
Condensed consolidating income statement information
For the six months ended 30 June 2016, £m
WPP plc |
Subsidiary Guarantors |
WPP Finance 2010 |
Other Subsidiaries |
Reclassifications / Eliminations |
Consolidated WPP plc |
|||||||||||||||||||
Revenue |
| | | 6,536.5 | | 6,536.5 | ||||||||||||||||||
Direct costs |
| | | (942.7 | ) | | (942.7 | ) | ||||||||||||||||
Net sales |
| | | 5,593.8 | | 5,593.8 | ||||||||||||||||||
Operating costs |
7.6 | (566.7 | ) | (0.1 | ) | (4,481.0 | ) | | (5,040.2 | ) | ||||||||||||||
Operating profit/(loss) |
7.6 | (566.7 | ) | (0.1 | ) | 1,112.8 | | 553.6 | ||||||||||||||||
Share of results of subsidiaries |
293.3 | 953.8 | | | (1,247.1 | ) | | |||||||||||||||||
Share of results of associates |
| | | 15.9 | | 15.9 | ||||||||||||||||||
Profit/(loss) before interest and taxation |
300.9 | 387.1 | (0.1 | ) | 1,128.7 | (1.247.1 | ) | 569.5 | ||||||||||||||||
Finance income |
| 15.6 | 47.1 | 111.9 | (131.5 | ) | 43.1 | |||||||||||||||||
Finance costs |
(53.0 | ) | (109.4 | ) | (46.8 | ) | (44.4 | ) | 131.5 | (122.1 | ) | |||||||||||||
Revaluation of financial instruments |
(2.1 | ) | | | (63.3 | ) | | (65.4 | ) | |||||||||||||||
Profit before taxation |
245.8 | 293.3 | 0.2 | 1,132.9 | (1,247.1 | ) | 425.1 | |||||||||||||||||
Taxation |
| | | (143.1 | ) | | (143.1 | ) | ||||||||||||||||
Profit for the period |
245.8 | 293.3 | 0.2 | 989.8 | (1,247.1 | ) | 282.0 | |||||||||||||||||
Attributable to: |
||||||||||||||||||||||||
Equity holders of the parent |
245.8 | 293.3 | 0.2 | 953.6 | (1,247.1 | ) | 245.8 | |||||||||||||||||
Non-controlling interests |
| | | 36.2 | | 36.2 | ||||||||||||||||||
245.8 | 293.3 | 0.2 | 989.8 | (1,247.1 | ) | 282.0 |
For the six months ended 30 June 2015, £m
WPP plc |
Subsidiary Guarantors |
WPP Finance 2010 |
Other Subsidiaries |
Reclassifications / Eliminations |
Consolidated WPP plc |
|||||||||||||||||||
Revenue |
| | | 5,839.4 | | 5,839.4 | ||||||||||||||||||
Direct costs |
| | | (798.7 | ) | | (798.7 | ) | ||||||||||||||||
Net sales |
| | | 5,040.7 | | 5,040.7 | ||||||||||||||||||
Operating costs |
10.8 | 151.9 | (0.1 | ) | (4,414.4 | ) | | (4,251.8 | ) | |||||||||||||||
Operating profit/(loss) |
10.8 | 151.9 | (0.1 | ) | 626.3 | | 788.9 | |||||||||||||||||
Share of results of subsidiaries |
652.4 | 549.3 | | | (1,201.7 | ) | | |||||||||||||||||
Share of results of associates |
| | | 16.0 | | 16.0 | ||||||||||||||||||
Profit/(loss) before interest and taxation |
663.2 | 701.2 | (0.1 | ) | 642.3 | (1,201.7 | ) | 804.9 | ||||||||||||||||
Finance income |
1.1 | 10.7 | 44.2 | 75.6 | (93.5 | ) | 38.1 | |||||||||||||||||
Finance costs |
(94.0 | ) | (62.6 | ) | (43.8 | ) | (4.6 | ) | 93.5 | (111.5 | ) | |||||||||||||
Revaluation of financial instruments |
(4.1 | ) | | | (17.7 | ) | | (21.8 | ) | |||||||||||||||
Profit before taxation |
566.2 | 649.3 | 0.3 | 695.6 | (1,201.7 | ) | 709.7 | |||||||||||||||||
Taxation |
| 3.1 | | (111.7 | ) | | (108.6 | ) | ||||||||||||||||
Profit for the period |
566.2 | 652.4 | 0.3 | 583.9 | (1,201.7 | ) | 601.1 | |||||||||||||||||
Attributable to: |
||||||||||||||||||||||||
Equity holders of the parent |
566.2 | 652.4 | 0.3 | 549.0 | (1,201.7 | ) | 566.2 | |||||||||||||||||
Non-controlling interests |
| | | 34.9 | | 34.9 | ||||||||||||||||||
566.2 | 652.4 | 0.3 | 583.9 | (1,201.7 | ) | 601.1 |
22
Notes to the unaudited condensed consolidated interim financial statements (continued)
22. | Condensed consolidating financial information for bonds issued by WPP Finance 2010 with WPP plc as parent guarantor and WPP Air 1, WPP 2008 Limited, WPP 2005 Limited, WPP 2012 Limited, and WPP Jubilee Limited as subsidiary guarantors (continued) |
Condensed consolidating income statement information (continued)
For the year ended 31 December 2015, £m
WPP plc |
Subsidiary Guarantors |
WPP Finance 2010 |
Other Subsidiaries |
Reclassifications / Eliminations |
Consolidated WPP plc |
|||||||||||||||||||
Revenue |
| | | 12,235.2 | | 12,235.2 | ||||||||||||||||||
Direct costs |
| | | (1,710.9 | ) | | (1,710.9 | ) | ||||||||||||||||
Net sales |
| | | 10,524.3 | | 10,524.3 | ||||||||||||||||||
Operating costs |
10.6 | (83.0 | ) | (0.1 | ) | (8,819.8 | ) | | (8,892.3 | ) | ||||||||||||||
Operating profit/(loss) |
10.6 | (83.0 | ) | (0.1 | ) | 1,704.5 | | 1,632.0 | ||||||||||||||||
Share of results of subsidiaries |
1,298.5 | 1,507.3 | | | (2,805.8 | ) | | |||||||||||||||||
Share of results of associates |
| | | 47.0 | | 47.0 | ||||||||||||||||||
Profit/(loss) before interest and taxation |
1,309.1 | 1,424.3 | (0.1 | ) | 1,751.5 | (2,805.8 | ) | 1,679.0 | ||||||||||||||||
Finance income |
1.2 | 32.0 | 88.4 | 166.0 | (215.2 | ) | 72.4 | |||||||||||||||||
Finance costs |
(146.1 | ) | (161.6 | ) | (87.4 | ) | (44.2 | ) | 215.2 | (224.1 | ) | |||||||||||||
Revaluation of financial instruments |
(4.0 | ) | | | (30.7 | ) | | (34.7 | ) | |||||||||||||||
Profit before taxation |
1,160.2 | 1,294.7 | 0.9 | 1,842.6 | (2,805.8 | ) | 1,492.6 | |||||||||||||||||
Taxation |
| 3.8 | | (251.3 | ) | | (247.5 | ) | ||||||||||||||||
Profit for the year |
1,160.2 | 1,298.5 | 0.9 | 1,591.3 | (2,805.8 | ) | 1,245.1 | |||||||||||||||||
Attributable to: |
||||||||||||||||||||||||
Equity holders of the parent |
1,160.2 | 1,298.5 | 0.9 | 1,506.4 | (2,805.8 | ) | 1,160.2 | |||||||||||||||||
Non-controlling interests |
| | | 84.9 | | 84.9 | ||||||||||||||||||
1,160.2 | 1,298.5 | 0.9 | 1,591.3 | (2,805.8 | ) | 1,245.1 |
23
Notes to the unaudited condensed consolidated interim financial statements (continued)
22. | Condensed consolidating financial information for bonds issued by WPP Finance 2010 with WPP plc as parent guarantor and WPP Air 1, WPP 2008 Limited, WPP 2005 Limited, WPP 2012 Limited, and WPP Jubilee Limited as subsidiary guarantors (continued) |
Condensed consolidating statement of comprehensive income
For the six months ended 30 June 2016, £m
WPP plc |
Subsidiary Guarantors |
WPP Finance 2010 |
Other Subsidiaries |
Reclassifications / Eliminations |
Consolidated WPP plc |
|||||||||||||||||||
Profit for the period |
245.8 | 293.3 | 0.2 | 989.8 | (1,247.1 | ) | 282.0 | |||||||||||||||||
Items that may be reclassified subsequently to profit or loss: |
||||||||||||||||||||||||
Exchange adjustments on foreign currency net investments |
955.3 | 955.3 | (2.0 | ) | 992.9 | (1,910.6 | ) | 990.9 | ||||||||||||||||
Loss on revaluation of available for sale investments |
(1.4 | ) | (1.4 | ) | | (1.4 | ) | 2.8 | (1.4 | ) | ||||||||||||||
953.9 | 953.9 | (2.0 | ) | 991.5 | (1,907.8 | ) | 989.5 | |||||||||||||||||
Items that will not be reclassified subsequently to profit or loss: |
||||||||||||||||||||||||
Actuarial gain/(loss) on defined benefit pension plans |
| | | | | | ||||||||||||||||||
Deferred tax on defined benefit pension plans |
| | | | | | ||||||||||||||||||
| | | | | | |||||||||||||||||||
Other comprehensive income/(loss) relating to the period |
953.9 | 953.9 | (2.0 | ) | 991.5 | (1,907.8 | ) | 989.5 | ||||||||||||||||
Total comprehensive income/(loss) relating to the period |
1,199.7 | 1,247.2 | (1.8 | ) | 1,981.3 | (3,154.9 | ) | 1,271.5 | ||||||||||||||||
Attributable to: |
||||||||||||||||||||||||
Equity holders of the parent |
1,199.7 | 1,247.2 | (1.8 | ) | 1,909.5 | (3,154.9 | ) | 1,199.7 | ||||||||||||||||
Non-controlling interests |
| | | 71.8 | | 71.8 | ||||||||||||||||||
1,199.7 | 1,247.2 | (1.8 | ) | 1,981.3 | (3,154.9 | ) | 1,271.5 |
For the six months ended 30 June 2015, £m
WPP plc |
Subsidiary Guarantors |
WPP Finance 2010 |
Other Subsidiaries |
Reclassifications / Eliminations |
Consolidated WPP plc |
|||||||||||||||||||
Profit for the period |
566.2 | 652.4 | 0.3 | 583.9 | (1,201.7 | ) | 601.1 | |||||||||||||||||
Items that may be reclassified subsequently to profit or loss: |
||||||||||||||||||||||||
Exchange adjustments on foreign currency net investments |
(307.1 | ) | (307.1 | ) | 0.1 | (316.1 | ) | 614.2 | (316.0 | ) | ||||||||||||||
Loss on revaluation of available for sale investments |
(2.1 | ) | (2.1 | ) | | (2.1 | ) | 4.2 | (2.1 | ) | ||||||||||||||
(309.2 | ) | (309.2 | ) | 0.1 | (318.2 | ) | 618.4 | (318.1 | ) | |||||||||||||||
Items that will not be reclassified subsequently to profit or loss: |
||||||||||||||||||||||||
Actuarial gain/(loss) on defined benefit pension plans |
| | | | | | ||||||||||||||||||
Deferred tax on defined benefit pension plans |
| | | | | | ||||||||||||||||||
| | | | | | |||||||||||||||||||
Other comprehensive (loss)/income relating to the period |
(309.2 | ) | (309.2 | ) | 0.1 | (318.2 | ) | 618.4 | (318.1 | ) | ||||||||||||||
Total comprehensive income relating to the period |
257.0 | 343.2 | 0.4 | 265.7 | (583.3 | ) | 283.0 | |||||||||||||||||
Attributable to: |
||||||||||||||||||||||||
Equity holders of the parent |
257.0 | 343.2 | 0.4 | 239.7 | (583.3 | ) | 257.0 | |||||||||||||||||
Non-controlling interests |
| | | 26.0 | | 26.0 | ||||||||||||||||||
257.0 | 343.2 | 0.4 | 265.7 | (583.3 | ) | 283.0 |
24
Notes to the unaudited condensed consolidated interim financial statements (continued)
22. | Condensed consolidating financial information for bonds issued by WPP Finance 2010 with WPP plc as parent guarantor and WPP Air 1, WPP 2008 Limited, WPP 2005 Limited, WPP 2012 Limited, and WPP Jubilee Limited as subsidiary guarantors (continued) |
Condensed consolidating statement of comprehensive income (continued)
For the year ended 31 December 2015, £m
WPP plc |
Subsidiary Guarantors |
WPP Finance 2010 |
Other Subsidiaries |
Reclassifications / Eliminations |
Consolidated WPP plc |
|||||||||||||||||||
Profit for the year |
1,160.2 | 1,298.5 | 0.9 | 1,591.3 | (2,805.8 | ) | 1,245.1 | |||||||||||||||||
Items that may be reclassified subsequently to profit or loss: |
||||||||||||||||||||||||
Exchange adjustments on foreign currency net investments |
(272.9 | ) | (272.9 | ) | (0.9 | ) | (275.0 | ) | 545.8 | (275.9 | ) | |||||||||||||
Gain on revaluation of available for sale investments |
206.0 | 206.0 | | 206.0 | (412.0 | ) | 206.0 | |||||||||||||||||
(66.9 | ) | (66.9 | ) | (0.9 | ) | (69.0 | ) | 133.8 | (69.9 | ) | ||||||||||||||
Items that will not be reclassified subsequently to profit or loss: |
||||||||||||||||||||||||
Actuarial gain on defined benefit pension plans |
33.5 | 33.5 | | 33.5 | (67.0 | ) | 33.5 | |||||||||||||||||
Deferred tax on defined benefit pension plans |
(5.2 | ) | (5.2 | ) | | (5.2 | ) | 10.4 | (5.2 | ) | ||||||||||||||
28.3 | 28.3 | | 28.3 | (56.6 | ) | 28.3 | ||||||||||||||||||
Other comprehensive loss for the year |
(38.6 | ) | (38.6 | ) | (0.9 | ) | (40.7 | ) | 77.2 | (41.6 | ) | |||||||||||||
Total comprehensive income for the year |
1,121.6 | 1,259.9 | | 1,550.6 | (2,728.6 | ) | 1,203.5 | |||||||||||||||||
Attributable to: |
||||||||||||||||||||||||
Equity holders of the parent |
1,121.6 | 1,259.9 | | 1,468.7 | (2,728.6 | ) | 1,121.6 | |||||||||||||||||
Non-controlling interests |
| | | 81.9 | | 81.9 | ||||||||||||||||||
1,121.6 | 1,259.9 | | 1,550.6 | (2,728.6 | ) | 1,203.5 |
25
Notes to the unaudited condensed consolidated interim financial statements (continued)
22. | Condensed consolidating financial information for bonds issued by WPP Finance 2010 with WPP plc as parent guarantor and WPP Air 1, WPP 2008 Limited, WPP 2005 Limited, WPP 2012 Limited, and WPP Jubilee Limited as subsidiary guarantors (continued) |
Condensed consolidating cash flow statement information
For the six months ended 30 June 2016, £m
WPP plc |
Subsidiary Guarantors |
WPP Finance 2010 |
Other Subsidiaries |
Reclassifications/ Eliminations |
Consolidated WPP plc |
|||||||||||||||||||
Net cash inflow/(outflow) from operating activities |
311.7 | 1,270.0 | 9.1 | (1,524.6 | ) | | 66.2 | |||||||||||||||||
Investing activities |
||||||||||||||||||||||||
Acquisitions and disposals |
| | | (182.8 | ) | | (182.8 | ) | ||||||||||||||||
Purchase of property, plant and equipment |
| (0.4 | ) | | (126.3 | ) | | (126.7 | ) | |||||||||||||||
Purchase of other intangible assets (including capitalised computer software) |
| | | (15.9 | ) | | (15.9 | ) | ||||||||||||||||
Proceeds on disposal of property, plant and equipment |
| | | 9.7 | | 9.7 | ||||||||||||||||||
Net cash outflow from investing activities |
| (0.4 | ) | | (315.3 | ) | | (315.7 | ) | |||||||||||||||
Financing activities |
||||||||||||||||||||||||
Share option proceeds |
5.3 | | | | | 5.3 | ||||||||||||||||||
Cash consideration for non-controlling interests |
| | | (43.4 | ) | | (43.4 | ) | ||||||||||||||||
Share repurchases and buybacks |
(148.5 | ) | | | (48.3 | ) | | (196.8 | ) | |||||||||||||||
Net (decrease)/increase in borrowings |
(392.1 | ) | | | 329.2 | | (62.9 | ) | ||||||||||||||||
Financing and share issue costs |
| | | (0.5 | ) | | (0.5 | ) | ||||||||||||||||
Equity dividends paid |
| | | | | | ||||||||||||||||||
Dividends paid to non-controlling interests in subsidiary undertakings |
| | | (35.0 | ) | | (35.0 | ) | ||||||||||||||||
Net cash (outflow)/inflow from financing activities |
(535.3 | ) | | | 202.0 | | (333.3 | ) | ||||||||||||||||
Net (decrease)/ increase in cash and cash equivalents |
(223.6 | ) | 1,269.6 | 9.1 | (1,637.9 | ) | | (582.8 | ) | |||||||||||||||
Translation differences |
(2.0 | ) | (102.3 | ) | (7.5 | ) | 349.1 | | 237.3 | |||||||||||||||
Cash and cash equivalents at beginning of period |
(926.5 | ) | (2,468.9 | ) | (67.5 | ) | 5,409.5 | | 1,946.6 | |||||||||||||||
Cash and cash equivalents at end of period |
(1,152.1 | ) | (1,301.6 | ) | (65.9 | ) | 4,120.7 | | 1,601.1 |
For the six months ended 30 June 2015, £m
WPP plc |
Subsidiary Guarantors |
WPP Finance 2010 |
Other Subsidiaries |
Reclassifications/ Eliminations |
Consolidated WPP plc |
|||||||||||||||||||
Net cash (outflow)/inflow from operating activities |
903.2 | (1,636.9 | ) | 27.2 | 525.8 | | (180.7 | ) | ||||||||||||||||
Investing activities |
||||||||||||||||||||||||
Acquisitions and disposals |
| | | (459.3 | ) | | (459.3 | ) | ||||||||||||||||
Purchase of property, plant and equipment |
| (0.6 | ) | | (72.5 | ) | | (73.1 | ) | |||||||||||||||
Purchase of other intangible assets (including capitalised computer software) |
| | | (17.0 | ) | | (17.0 | ) | ||||||||||||||||
Proceeds on disposal of property, plant and equipment |
| | | 11.2 | | 11.2 | ||||||||||||||||||
Net cash outflow from investing activities |
| (0.6 | ) | | (537.6 | ) | | (538.2 | ) | |||||||||||||||
Financing activities |
||||||||||||||||||||||||
Share option proceeds |
5.4 | | | | | 5.4 | ||||||||||||||||||
Cash consideration for non-controlling interests |
| | | (7.9 | ) | | (7.9 | ) | ||||||||||||||||
Share repurchases and buybacks |
(345.7 | ) | | | (59.7 | ) | | (405.4 | ) | |||||||||||||||
Net increase/(decrease) in borrowings |
(13.7 | ) | | | 154.8 | | 141.1 | |||||||||||||||||
Financing and share issue costs |
| | | (9.0 | ) | | (9.0 | ) | ||||||||||||||||
Equity dividends paid |
| | | | | | ||||||||||||||||||
Dividends paid to non-controlling interests in subsidiary undertakings |
| | | (25.7 | ) | | (25.7 | ) | ||||||||||||||||
Net cash (outflow)/inflow from financing activities |
(354.0 | ) | | | 52.5 | | (301.5 | ) | ||||||||||||||||
Net (decrease)/increase in cash and cash equivalents |
549.2 | (1,637.5 | ) | 27.2 | 40.7 | | (1,020.4 | ) | ||||||||||||||||
Translation differences |
3.9 | 37.0 | 0.7 | (81.5 | ) | | (39.9 | ) | ||||||||||||||||
Cash and cash equivalents at beginning of period |
(982.6 | ) | (1,794.0 | ) | (58.6 | ) | 5,082.8 | | 2,247.6 | |||||||||||||||
Cash and cash equivalents at end of period |
(429.5 | ) | (3,394.5 | ) | (30.7 | ) | 5,042.0 | | 1,187.3 |
26
Notes to the unaudited condensed consolidated interim financial statements (continued)
22. | Condensed consolidating financial information for bonds issued by WPP Finance 2010 with WPP plc as parent guarantor and WPP Air 1, WPP 2008 Limited, WPP 2005 Limited, WPP 2012 Limited, and WPP Jubilee Limited as subsidiary guarantors (continued) |
Condensed consolidating cash flow statement information (continued)
For the year ended 31 December 2015, £m
WPP plc |
Subsidiary Guarantors |
WPP Finance 2010 |
Other Subsidiaries |
Reclassifications/ Eliminations |
Consolidated WPP plc |
|||||||||||||||||||
Net cash inflow/(outflow) from operating activities |
983.6 | (658.3 | ) | (5.6 | ) | 1,040.2 | | 1,359.9 | ||||||||||||||||
Investing activities |
||||||||||||||||||||||||
Acquisitions and disposals |
| (16.9 | ) | | (652.6 | ) | | (669.5 | ) | |||||||||||||||
Purchase of property, plant and equipment |
| (2.0 | ) | | (208.3 | ) | | (210.3 | ) | |||||||||||||||
Purchase of other intangible assets (including capitalised computer software) |
| | | (36.1 | ) | | (36.1 | ) | ||||||||||||||||
Proceeds on disposal of property, plant and equipment |
| | | 13.4 | | 13.4 | ||||||||||||||||||
Net cash outflow from investing activities |
| (18.9 | ) | | (883.6 | ) | | (902.5 | ) | |||||||||||||||
Financing activities |
||||||||||||||||||||||||
Share option proceeds |
27.6 | | | | | 27.6 | ||||||||||||||||||
Cash consideration for non-controlling interests |
| | | (23.6 | ) | | (23.6 | ) | ||||||||||||||||
Share repurchases and buybacks |
(406.0 | ) | | | (181.6 | ) | | (587.6 | ) | |||||||||||||||
Net increase/(decrease) in borrowings |
(13.7 | ) | | | 505.7 | | 492.0 | |||||||||||||||||
Financing and share issue costs |
| | | (11.4 | ) | | (11.4 | ) | ||||||||||||||||
Equity dividends paid |
(545.8 | ) | | | | | (545.8 | ) | ||||||||||||||||
Dividends paid to non-controlling interests in subsidiary undertakings |
| | | (55.2 | ) | | (55.2 | ) | ||||||||||||||||
Net cash (outflow)/inflow from financing activities |
(937.9 | ) | | | 233.9 | | (704.0 | ) | ||||||||||||||||
Net (decrease)/increase in cash and cash equivalents |
45.7 | (677.2 | ) | (5.6 | ) | 390.5 | | (246.6 | ) | |||||||||||||||
Translation differences |
10.4 | 2.3 | (3.3 | ) | (63.8 | ) | | (54.4 | ) | |||||||||||||||
Cash and cash equivalents at beginning of year |
(982.6 | ) | (1,794.0 | ) | (58.6 | ) | 5,082.8 | | 2,247.6 | |||||||||||||||
Cash and cash equivalents at end of year |
(926.5 | ) | (2,468.9 | ) | (67.5 | ) | 5,409.5 | | 1,946.6 |
27
Notes to the unaudited condensed consolidated interim financial statements (continued)
22. | Condensed consolidating financial information for bonds issued by WPP Finance 2010 with WPP plc as parent guarantor and WPP Air 1, WPP 2008 Limited, WPP 2005 Limited, WPP 2012 Limited, and WPP Jubilee Limited as subsidiary guarantors (continued) |
Condensed consolidating balance sheet information
At 30 June 2016, £m
WPP plc |
Subsidiary Guarantors |
WPP Finance 2010 |
Other Subsidiaries |
Reclassifications/ Eliminations |
Consolidated WPP plc |
|||||||||||||||||||
Non-current assets |
||||||||||||||||||||||||
Intangible assets: |
||||||||||||||||||||||||
Goodwill |
| | | 12,293.5 | | 12,293.5 | ||||||||||||||||||
Other |
| | | 2,036.7 | | 2,036.7 | ||||||||||||||||||
Property, plant and equipment |
| 7.6 | | 918.3 | | 925.9 | ||||||||||||||||||
Investment in subsidiaries |
11,907.1 | 22,362.1 | | | (34,269.2 | ) | | |||||||||||||||||
Interests in associates and joint ventures |
| | | 690.8 | | 690.8 | ||||||||||||||||||
Other investments |
| | | 1,303.7 | | 1,303.7 | ||||||||||||||||||
Deferred tax assets |
| | | 94.0 | | 94.0 | ||||||||||||||||||
Trade and other receivables |
| | | 254.9 | | 254.9 | ||||||||||||||||||
Intercompany receivables |
| 233.3 | 2,118.4 | 6,764.6 | (9,116.3 | ) | | |||||||||||||||||
11,907.1 | 22,603.0 | 2,118.4 | 24,356.5 | (43,385.5 | ) | 17,599.5 | ||||||||||||||||||
Current assets |
||||||||||||||||||||||||
Inventory and work in progress |
| | | 408.8 | | 408.8 | ||||||||||||||||||
Corporate income tax recoverable |
| | | 224.2 | | 224.2 | ||||||||||||||||||
Trade and other receivables |
0.2 | 347.8 | 0.1 | 11,403.0 | | 11,751.1 | ||||||||||||||||||
Intercompany receivables |
1,746.2 | 1,584.0 | 70.6 | 2,826.5 | (6,227.3 | ) | | |||||||||||||||||
Cash and short-term deposits |
7.5 | 356.0 | | 4,580.6 | (2,796.7 | ) | 2,147.4 | |||||||||||||||||
1,753.9 | 2,287.8 | 70.7 | 19,443.1 | (9,024.0 | ) | 14,531.5 | ||||||||||||||||||
Current liabilities |
||||||||||||||||||||||||
Trade and other payables |
(116.2 | ) | (86.7 | ) | (20.0 | ) | (13,645.3 | ) | | (13,868.2 | ) | |||||||||||||
Intercompany payables |
(2,784.9 | ) | (3,264.4 | ) | | (178.0 | ) | 6,227.3 | | |||||||||||||||
Corporate income tax payable |
| | | (584.0 | ) | | (584.0 | ) | ||||||||||||||||
Bank overdrafts and loans |
(1,567.6 | ) | (1,657.6 | ) | (65.9 | ) | (562.8 | ) | 2,796.7 | (1,057.2 | ) | |||||||||||||
(4,468.7 | ) | (5,008.7 | ) | (85.9 | ) | (14,970.1 | ) | 9,024.0 | (15,509.4 | ) | ||||||||||||||
Net current (liabilities)/assets |
(2,714.8 | ) | (2,720.9 | ) | (15.2 | ) | 4,473.0 | | (977.9 | ) | ||||||||||||||
Total assets less current liabilities |
9,192.3 | 19,882.1 | 2,103.2 | 28,829.5 | (43,385.5 | ) | 16,621.6 | |||||||||||||||||
Non-current liabilities |
||||||||||||||||||||||||
Bonds and bank loans |
| | (2,122.4 | ) | (3,216.7 | ) | | (5,339.1 | ) | |||||||||||||||
Trade and other payables |
| | | (1,122.0 | ) | | (1,122.0 | ) | ||||||||||||||||
Intercompany payables |
(672.6 | ) | (7,975.0 | ) | | (468.7 | ) | 9,116.3 | | |||||||||||||||
Deferred tax liabilities |
| | | (713.0 | ) | | (713.0 | ) | ||||||||||||||||
Provisions for post-employment benefits |
| | | (260.4 | ) | | (260.4 | ) | ||||||||||||||||
Provisions for liabilities and charges |
| | | (208.9 | ) | | (208.9 | ) | ||||||||||||||||
(672.6 | ) | (7,975.0 | ) | (2,122.4 | ) | (5,989.7 | ) | 9,116.3 | (7,643.4 | ) | ||||||||||||||
Net assets/(liabilities) |
8,519.7 | 11,907.1 | (19.2 | ) | 22,839.8 | (34,269.2 | ) | 8,978.2 | ||||||||||||||||
Attributable to: |
||||||||||||||||||||||||
Equity share owners funds |
8,519.7 | 11,907.1 | (19.2 | ) | 22,381.3 | (34,269.2 | ) | 8,519.7 | ||||||||||||||||
Non-controlling interests |
| | | 458.5 | | 458.5 | ||||||||||||||||||
Total equity |
8,519.7 | 11,907.1 | (19.2 | ) | 22,839.8 | (34,269.2 | ) | 8,978.2 |
28
Notes to the unaudited condensed consolidated interim financial statements (continued)
22. | Condensed consolidating financial information for bonds issued by WPP Finance 2010 with WPP plc as parent guarantor and WPP Air 1, WPP 2008 Limited, WPP 2005 Limited, WPP 2012 Limited, and WPP Jubilee Limited as subsidiary guarantors (continued) |
Condensed consolidating balance sheet information (continued)
At 30 June 2015, £m
WPP plc |
Subsidiary Guarantors |
WPP Finance 2010 |
Other Subsidiaries |
Reclassifications/ Eliminations |
Consolidated WPP plc |
|||||||||||||||||||
Non-current assets |
||||||||||||||||||||||||
Intangible assets: |
||||||||||||||||||||||||
Goodwill |
| | | 10,057.3 | | 10,057.3 | ||||||||||||||||||
Other |
| | | 1,714.2 | | 1,714.2 | ||||||||||||||||||
Property, plant and equipment |
| 12.8 | | 718.3 | | 731.1 | ||||||||||||||||||
Investment in subsidiaries |
9,910.4 | 19,232.6 | | | (29,143.0 | ) | | |||||||||||||||||
Interests in associates and joint ventures |
| | | 694.3 | | 694.3 | ||||||||||||||||||
Other investments |
| | | 920.9 | | 920.9 | ||||||||||||||||||
Deferred tax assets1 |
| | | 107.6 | | 107.6 | ||||||||||||||||||
Trade and other receivables |
17.8 | | | 124.1 | | 141.9 | ||||||||||||||||||
Intercompany receivables |
| 1,558.9 | 1,787.4 | 5,367.2 | (8,713.5 | ) | | |||||||||||||||||
9,928.2 | 20,804.3 | 1,787.4 | 19,703.9 | (37,856.5 | ) | 14,367.3 | ||||||||||||||||||
Current assets |
||||||||||||||||||||||||
Inventory and work in progress |
| | | 321.7 | | 321.7 | ||||||||||||||||||
Corporate income tax recoverable |
| | | 168.1 | | 168.1 | ||||||||||||||||||
Trade and other receivables |
0.5 | 256.8 | 0.1 | 9,727.6 | | 9,985.0 | ||||||||||||||||||
Intercompany receivables |
1,655.5 | 350.4 | 31.0 | 885.8 | (2,922.7 | ) | | |||||||||||||||||
Cash and short-term deposits |
0.2 | 283.8 | | 5,207.7 | (4,138.7 | ) | 1,353.0 | |||||||||||||||||
1,656.2 | 891.0 | 31.1 | 16,310.9 | (7,061.4 | ) | 11,827.8 | ||||||||||||||||||
Current liabilities |
||||||||||||||||||||||||
Trade and other payables |
(13.6 | ) | (36.2 | ) | (16.9 | ) | (11,293.1 | ) | | (11,359.8 | ) | |||||||||||||
Intercompany payables |
(703.8 | ) | (1,877.8 | ) | | (341.1 | ) | 2,922.7 | | |||||||||||||||
Corporate income tax payable2 |
| | | (571.9 | ) | | (571.9 | ) | ||||||||||||||||
Bank overdrafts and loans |
(782.7 | ) | (3,678.3 | ) | (30.7 | ) | (165.7 | ) | 4,138.7 | (518.7 | ) | |||||||||||||
(1,500.1 | ) | (5,592.3 | ) | (47.6 | ) | (12,371.8 | ) | 7,061.4 | (12,450.4 | ) | ||||||||||||||
Net current (liabilities)/assets |
156.1 | (4,701.3 | ) | (16.5 | ) | 3,939.1 | | (622.6 | ) | |||||||||||||||
Total assets less current liabilities |
10,084.3 | 16,103.0 | 1,770.9 | 23,643.0 | (37,856.5 | ) | 13,744.7 | |||||||||||||||||
Non-current liabilities |
||||||||||||||||||||||||
Bonds and bank loans |
(415.8 | ) | | (1,788.0 | ) | (2,013.2 | ) | | (4,217.0 | ) | ||||||||||||||
Trade and other payables |
| | | (707.5 | ) | | (707.5 | ) | ||||||||||||||||
Intercompany payables |
(2,201.0 | ) | (6,192.6 | ) | | (319.9 | ) | 8,713.5 | | |||||||||||||||
Deferred tax liabilities1 |
| | | (556.1 | ) | | (556.1 | ) | ||||||||||||||||
Provisions for post-employment benefits |
| | | (283.3 | ) | | (283.3 | ) | ||||||||||||||||
Provisions for liabilities and charges |
| | | (173.2 | ) | | (173.2 | ) | ||||||||||||||||
(2,616.8 | ) | (6,192.6 | ) | (1,788.0 | ) | (4,053.2 | ) | 8,713.5 | (5,937.1 | ) | ||||||||||||||
Net assets/(liabilities) |
7,467.5 | 9,910.4 | (17.1 | ) | 19,589.8 | (29,143.0 | ) | 7,807.6 | ||||||||||||||||
Attributable to: |
||||||||||||||||||||||||
Equity share owners funds |
7,467.5 | 9,910.4 | (17.1 | ) | 19,249.7 | (29,143.0 | ) | 7,467.5 | ||||||||||||||||
Non-controlling interests |
| | | 340.1 | | 340.1 | ||||||||||||||||||
Total equity |
7,467.5 | 9,910.4 | (17.1 | ) | 19,589.8 | (29,143.0 | ) | 7,807.6 |
Notes
1 | The Group has restated the balance sheet as at 30 June 2015 to reduce both the deferred tax assets and the deferred tax liabilities by £140.7 million. This is consistent with the current period presentation. |
2 | The Group has restated the balance sheet as at 30 June 2015 to reclassify £533.6 million of corporate income tax payable from non-current liabilities to current liabilities. This is consistent with the current period presentation. |
29
Notes to the unaudited condensed consolidated interim financial statements (continued)
22. | Condensed consolidating financial information for bonds issued by WPP Finance 2010 with WPP plc as parent guarantor and WPP Air 1, WPP 2008 Limited, WPP 2005 Limited, WPP 2012 Limited, and WPP Jubilee Limited as subsidiary guarantors (continued) |
Condensed consolidating balance sheet information (continued)
At 31 December 2015, £m
WPP plc |
Subsidiary Guarantors |
WPP Finance 2010 |
Other Subsidiaries |
Reclassifications/ Eliminations |
Consolidated WPP plc |
|||||||||||||||||||
Non-current assets |
||||||||||||||||||||||||
Intangible assets: |
||||||||||||||||||||||||
Goodwill |
| | | 10,670.6 | | 10,670.6 | ||||||||||||||||||
Other |
| | | 1,715.4 | | 1,715.4 | ||||||||||||||||||
Property, plant and equipment |
| 8.3 | | 789.4 | | 797.7 | ||||||||||||||||||
Investment in subsidiaries |
10,716.4 | 20,437.3 | | | (31,153.7 | ) | | |||||||||||||||||
Interests in associates and joint ventures |
| | | 758.6 | | 758.6 | ||||||||||||||||||
Other investments |
| | | 1,158.7 | | 1,158.7 | ||||||||||||||||||
Deferred tax assets |
| | | 94.1 | | 94.1 | ||||||||||||||||||
Trade and other receivables |
19.1 | | | 159.6 | | 178.7 | ||||||||||||||||||
Intercompany receivables |
| 276.3 | 1,907.7 | 4,856.1 | (7,040.1 | ) | | |||||||||||||||||
10,735.5 | 20,721.9 | 1,907.7 | 20,202.5 | (38,193.8 | ) | 15,373.8 | ||||||||||||||||||
Current assets |
||||||||||||||||||||||||
Inventory and work in progress |
| | | 329.0 | | 329.0 | ||||||||||||||||||
Corporate income tax recoverable |
| | | 168.6 | | 168.6 | ||||||||||||||||||
Trade and other receivables |
0.7 | 292.6 | 0.1 | 10,202.0 | | 10,495.4 | ||||||||||||||||||
Intercompany receivables |
1,685.4 | 1,605.9 | 70.1 | 2,655.2 | (6,016.6 | ) | | |||||||||||||||||
Cash and short-term deposits |
83.8 | 951.0 | | 5,845.3 | (4,497.7 | ) | 2,382.4 | |||||||||||||||||
1,769.9 | 2,849.5 | 70.2 | 19,200.1 | (10,514.3 | ) | 13,375.4 | ||||||||||||||||||
Current liabilities |
||||||||||||||||||||||||
Trade and other payables |
(41.7 | ) | (105.1 | ) | (18.0 | ) | (12,520.2 | ) | | (12,685.0 | ) | |||||||||||||
Intercompany payables |
(2,436.5 | ) | (3,378.7 | ) | | (201.4 | ) | 6,016.6 | | |||||||||||||||
Corporate income tax payable |
| | | (598.5 | ) | | (598.5 | ) | ||||||||||||||||
Bank overdrafts and loans |
(1,377.5 | ) | (3,419.9 | ) | (67.5 | ) | (564.8 | ) | 4,497.7 | (932.0 | ) | |||||||||||||
(3,855.7 | ) | (6,903.7 | ) | (85.5 | ) | (13,884.9 | ) | 10,514.3 | (14,215.5 | ) | ||||||||||||||
Net current (liabilities)/assets |
(2,085.8 | ) | (4,054.2 | ) | (15.3 | ) | 5,315.2 | | (840.1 | ) | ||||||||||||||
Total assets less current liabilities |
8,649.7 | 16,667.7 | 1,892.4 | 25,517.7 | (38,193.8 | ) | 14,533.7 | |||||||||||||||||
Non-current liabilities |
||||||||||||||||||||||||
Bonds and bank loans |
(411.8 | ) | | (1,909.8 | ) | (2,339.6 | ) | | (4,661.2 | ) | ||||||||||||||
Trade and other payables |
| | | (891.5 | ) | | (891.5 | ) | ||||||||||||||||
Intercompany payables |
(600.5 | ) | (5,951.3 | ) | | (488.3 | ) | 7,040.1 | | |||||||||||||||
Deferred tax liabilities |
| | | (552.3 | ) | | (552.3 | ) | ||||||||||||||||
Provisions for post-employment benefits |
| | | (229.3 | ) | | (229.3 | ) | ||||||||||||||||
Provisions for liabilities and charges |
| | | (183.6 | ) | | (183.6 | ) | ||||||||||||||||
(1,012.3 | ) | (5,951.3 | ) | (1,909.8 | ) | (4,684.6 | ) | 7,040.1 | (6,517.9 | ) | ||||||||||||||
Net assets/(liabilities) |
7,637.4 | 10,716.4 | (17.4 | ) | 20,833.1 | (31,153.7 | ) | 8,015.8 | ||||||||||||||||
Attributable to: |
||||||||||||||||||||||||
Equity share owners funds |
7,637.4 | 10,716.4 | (17.4 | ) | 20,454.7 | (31,153.7 | ) | 7,637.4 | ||||||||||||||||
Non-controlling interests |
| | | 378.4 | | 378.4 | ||||||||||||||||||
Total equity |
7,637.4 | 10,716.4 | (17.4 | ) | 20,833.1 | (31,153.7 | ) | 8,015.8 |
30
Notes to the unaudited condensed consolidated interim financial statements (continued)
23. | Condensed consolidating financial information for bonds issued by WPP Finance 2010 with WPP plc as parent guarantor and WPP Jubilee Limited and WPP 2005 Limited as subsidiary guarantors |
WPP Finance 2010 has in issue $750 million of 3.750% bonds due September 2024 and $500 million of 5.625% bonds due November 2043, with WPP plc as parent guarantor and WPP Jubilee Limited and WPP 2005 Limited as subsidiary guarantors.
The issuer and guarantors of the bonds (issuer and subsidiary guarantors are 100% owned by WPP plc) are each subject to the reporting requirements under section 15(d) of the Securities Exchange Act of 1934. In accordance with SEC Regulation S-X Rule 3-10, condensed consolidating financial information containing financial information for WPP Finance 2010 and the guarantors is presented beginning on page 32. Condensed consolidating financial information is prepared in accordance with IFRS as issued by the IASB, except to the extent that, in the parent company, subsidiary issuer and subsidiary guarantors columns investments in subsidiaries are accounted for under the equity method of accounting. Under the equity method, earnings of subsidiaries are reflected as share of results of subsidiaries in the income statement and as investment in subsidiaries in the balance sheet, as required by the SEC.
In the event that WPP Finance 2010 fails to pay the holders of the securities, thereby requiring WPP plc, WPP Jubilee Limited and WPP 2005 Limited to make payment pursuant to the terms of their full and unconditional, and joint and several guarantee of those securities, there is no impediment to WPP plc, WPP Jubilee Limited and WPP 2005 Limited in obtaining reimbursement for any such payments from WPP Finance 2010.
31
Notes to the unaudited condensed consolidated interim financial statements (continued)
23. | Condensed consolidating financial information for bonds issued by WPP Finance 2010 with WPP plc as parent guarantor and WPP Jubilee Limited and WPP 2005 Limited as subsidiary guarantors (continued) |
Condensed consolidating income statement information
For the six months ended 30 June 2016, £m
WPP plc |
Subsidiary Guarantors |
WPP Finance 2010 |
Other Subsidiaries |
Reclassifications / Eliminations |
Consolidated WPP plc |
|||||||||||||||||||
Revenue |
| | | 6,536.5 | | 6,536.5 | ||||||||||||||||||
Direct costs |
| | | (942.7 | ) | | (942.7 | ) | ||||||||||||||||
Net sales |
| | | 5,593.8 | | 5,593.8 | ||||||||||||||||||
Operating costs |
7.6 | (566.7 | ) | (0.1 | ) | (4,481.0 | ) | | (5,040.2 | ) | ||||||||||||||
Operating profit/(loss) |
7.6 | (566.7 | ) | (0.1 | ) | 1,112.8 | | 553.6 | ||||||||||||||||
Share of results of subsidiaries |
293.3 | 953.8 | | | (1,247.1 | ) | | |||||||||||||||||
Share of results of associates |
| | | 15.9 | | 15.9 | ||||||||||||||||||
Profit/(loss) before interest and taxation |
300.9 | 387.1 | (0.1 | ) | 1,128.7 | (1,247.1 | ) | 569.5 | ||||||||||||||||
Finance income |
| 15.6 | 47.1 | 111.9 | (131.5 | ) | 43.1 | |||||||||||||||||
Finance costs |
(53.0 | ) | (109.4 | ) | (46.8 | ) | (44.4 | ) | 131.5 | (122.1 | ) | |||||||||||||
Revaluation of financial instruments |
(2.1 | ) | | | (63.3 | ) | | (65.4 | ) | |||||||||||||||
Profit before taxation |
245.8 | 293.3 | 0.2 | 1,132.9 | (1,247.1 | ) | 425.1 | |||||||||||||||||
Taxation |
| | | (143.1 | ) | | (143.1 | ) | ||||||||||||||||
Profit for the period |
245.8 | 293.3 | 0.2 | 989.8 | (1,247.1 | ) | 282.0 | |||||||||||||||||
Attributable to: |
||||||||||||||||||||||||
Equity holders of the parent |
245.8 | 293.3 | 0.2 | 953.6 | (1,247.1 | ) | 245.8 | |||||||||||||||||
Non-controlling interests |
| | | 36.2 | | 36.2 | ||||||||||||||||||
245.8 | 293.3 | 0.2 | 989.8 | (1,247.1 | ) | 282.0 |
For the six months ended 30 June 2015, £m
WPP plc |
Subsidiary Guarantors |
WPP Finance 2010 |
Other Subsidiaries |
Reclassifications / Eliminations |
Consolidated WPP plc |
|||||||||||||||||||
Revenue |
| | | 5,839.4 | | 5,839.4 | ||||||||||||||||||
Direct costs |
| | | (798.7 | ) | | (798.7 | ) | ||||||||||||||||
Net sales |
| | | 5,040.7 | | 5,040.7 | ||||||||||||||||||
Operating costs |
10.8 | 151.9 | (0.1 | ) | (4,414.4 | ) | | (4,251.8 | ) | |||||||||||||||
Operating profit/(loss) |
10.8 | 151.9 | (0.1 | ) | 626.3 | | 788.9 | |||||||||||||||||
Share of results of subsidiaries |
652.4 | 549.3 | | | (1,201.7 | ) | | |||||||||||||||||
Share of results of associates |
| | | 16.0 | | 16.0 | ||||||||||||||||||
Profit/(loss) before interest and taxation |
663.2 | 701.2 | (0.1 | ) | 642.3 | (1,201.7 | ) | 804.9 | ||||||||||||||||
Finance income |
1.1 | 10.7 | 44.2 | 75.6 | (93.5 | ) | 38.1 | |||||||||||||||||
Finance costs |
(94.0 | ) | (62.6 | ) | (43.8 | ) | (4.6 | ) | 93.5 | (111.5 | ) | |||||||||||||
Revaluation of financial instruments |
(4.1 | ) | | | (17.7 | ) | | (21.8 | ) | |||||||||||||||
Profit before taxation |
566.2 | 649.3 | 0.3 | 695.6 | (1,201.7 | ) | 709.7 | |||||||||||||||||
Taxation |
| 3.1 | | (111.7 | ) | | (108.6 | ) | ||||||||||||||||
Profit for the period |
566.2 | 652.4 | 0.3 | 583.9 | (1,201.7 | ) | 601.1 | |||||||||||||||||
Attributable to: |
||||||||||||||||||||||||
Equity holders of the parent |
566.2 | 652.4 | 0.3 | 549.0 | (1,201.7 | ) | 566.2 | |||||||||||||||||
Non-controlling interests |
| | | 34.9 | | 34.9 | ||||||||||||||||||
566.2 | 652.4 | 0.3 | 583.9 | (1,201.7 | ) | 601.1 |
32
Notes to the unaudited condensed consolidated interim financial statements (continued)
23. | Condensed consolidating financial information for bonds issued by WPP Finance 2010 with WPP plc as parent guarantor and WPP Jubilee Limited and WPP 2005 Limited as subsidiary guarantors (continued) |
Condensed consolidating income statement information (continued)
For the year ended 31 December 2015, £m
WPP plc |
Subsidiary Guarantors |
WPP Finance 2010 |
Other Subsidiaries |
Reclassifications / Eliminations |
Consolidated WPP plc |
|||||||||||||||||||
Revenue |
| | | 12,235.2 | | 12,235.2 | ||||||||||||||||||
Direct costs |
| | | (1,710.9 | ) | | (1,710.9 | ) | ||||||||||||||||
Net sales |
| | | 10,524.3 | | 10,524.3 | ||||||||||||||||||
Operating costs |
10.6 | (83.0 | ) | (0.1 | ) | (8,819.8 | ) | | (8,892.3 | ) | ||||||||||||||
Operating profit/(loss) |
10.6 | (83.0 | ) | (0.1 | ) | 1,704.5 | | 1,632.0 | ||||||||||||||||
Share of results of subsidiaries |
1,298.5 | 1,507.3 | | | (2,805.8 | ) | | |||||||||||||||||
Share of results of associates |
| | | 47.0 | | 47.0 | ||||||||||||||||||
Profit/(loss) before interest and taxation |
1,309.1 | 1,424.3 | (0.1 | ) | 1,751.5 | (2,805.8 | ) | 1,679.0 | ||||||||||||||||
Finance income |
1.2 | 32.0 | 88.4 | 166.0 | (215.2 | ) | 72.4 | |||||||||||||||||
Finance costs |
(146.1 | ) | (161.6 | ) | (87.4 | ) | (44.2 | ) | 215.2 | (224.1 | ) | |||||||||||||
Revaluation of financial instruments |
(4.0 | ) | | | (30.7 | ) | | (34.7 | ) | |||||||||||||||
Profit before taxation |
1,160.2 | 1,294.7 | 0.9 | 1,842.6 | (2,805.8 | ) | 1,492.6 | |||||||||||||||||
Taxation |
| 3.8 | | (251.3 | ) | | (247.5 | ) | ||||||||||||||||
Profit for the year |
1,160.2 | 1,298.5 | 0.9 | 1,591.3 | (2,805.8 | ) | 1,245.1 | |||||||||||||||||
Attributable to: |
||||||||||||||||||||||||
Equity holders of the parent |
1,160.2 | 1,298.5 | 0.9 | 1,506.4 | (2,805.8 | ) | 1,160.2 | |||||||||||||||||
Non-controlling interests |
| | | 84.9 | | 84.9 | ||||||||||||||||||
1,160.2 | 1,298.5 | 0.9 | 1,591.3 | (2,805.8 | ) | 1,245.1 |
33
Notes to the unaudited condensed consolidated interim financial statements (continued)
23. | Condensed consolidating financial information for bonds issued by WPP Finance 2010 with WPP plc as parent guarantor and WPP Jubilee Limited and WPP 2005 Limited as subsidiary guarantors (continued) |
Condensed consolidating statement of comprehensive income
For the six months ended 30 June 2016, £m
WPP plc |
Subsidiary Guarantors |
WPP Finance 2010 |
Other Subsidiaries |
Reclassifications / Eliminations |
Consolidated WPP plc |
|||||||||||||||||||
Profit for the period |
245.8 | 293.3 | 0.2 | 989.8 | (1,247.1 | ) | 282.0 | |||||||||||||||||
Items that may be reclassified subsequently to profit or loss: |
||||||||||||||||||||||||
Exchange adjustments on foreign currency net investments |
955.3 | 955.3 | (2.0 | ) | 992.9 | (1,910.6 | ) | 990.9 | ||||||||||||||||
Loss on revaluation of available for sale investments |
(1.4 | ) | (1.4 | ) | | (1.4 | ) | 2.8 | (1.4 | ) | ||||||||||||||
953.9 | 953.9 | (2.0 | ) | 991.5 | (1,907.8 | ) | 989.5 | |||||||||||||||||
Items that will not be reclassified subsequently to profit or loss: |
||||||||||||||||||||||||
Actuarial gain/(loss) on defined benefit pension plans |
| | | | | | ||||||||||||||||||
Deferred tax on defined benefit pension plans |
| | | | | | ||||||||||||||||||
| | | | | | |||||||||||||||||||
Other comprehensive income/(loss) relating to the period |
953.9 | 953.9 | (2.0 | ) | 991.5 | (1,907.8 | ) | 989.5 | ||||||||||||||||
Total comprehensive income/(loss) relating to the period |
1,199.7 | 1,247.2 | (1.8 | ) | 1,981.3 | (3,154.9 | ) | 1,271.5 | ||||||||||||||||
Attributable to: |
||||||||||||||||||||||||
Equity holders of the parent |
1,199.7 | 1,247.2 | (1.8 | ) | 1,909.5 | (3,154.9 | ) | 1,199.7 | ||||||||||||||||
Non-controlling interests |
| | | 71.8 | | 71.8 | ||||||||||||||||||
1,199.7 | 1,247.2 | (1.8 | ) | 1,981.3 | (3,154.9 | ) | 1,271.5 |
For the six months ended 30 June 2015, £m
WPP plc |
Subsidiary Guarantors |
WPP Finance 2010 |
Other Subsidiaries |
Reclassifications / Eliminations |
Consolidated WPP plc |
|||||||||||||||||||
Profit for the period |
566.2 | 652.4 | 0.3 | 583.9 | (1,201.7 | ) | 601.1 | |||||||||||||||||
Items that may be reclassified subsequently to profit or loss: |
||||||||||||||||||||||||
Exchange adjustments on foreign currency net investments |
(307.1 | ) | (307.1 | ) | 0.1 | (316.1 | ) | 614.2 | (316.0 | ) | ||||||||||||||
Loss on revaluation of available for sale investments |
(2.1 | ) | (2.1 | ) | | (2.1 | ) | 4.2 | (2.1 | ) | ||||||||||||||
(309.2 | ) | (309.2 | ) | 0.1 | (318.2 | ) | 618.4 | (318.1 | ) | |||||||||||||||
Items that will not be reclassified subsequently to profit or loss: |
||||||||||||||||||||||||
Actuarial gain/(loss) on defined benefit pension plans |
| | | | | | ||||||||||||||||||
Deferred tax on defined benefit pension plans |
| | | | | | ||||||||||||||||||
| | | | | | |||||||||||||||||||
Other comprehensive (loss)/income relating to the period |
(309.2 | ) | (309.2 | ) | 0.1 | (318.2 | ) | 618.4 | (318.1 | ) | ||||||||||||||
Total comprehensive income relating to the period |
257.0 | 343.2 | 0.4 | 265.7 | (583.3 | ) | 283.0 | |||||||||||||||||
Attributable to: |
||||||||||||||||||||||||
Equity holders of the parent |
257.0 | 343.2 | 0.4 | 239.7 | (583.3 | ) | 257.0 | |||||||||||||||||
Non-controlling interests |
| | | 26.0 | | 26.0 | ||||||||||||||||||
257.0 | 343.2 | 0.4 | 265.7 | (583.3 | ) | 283.0 |
34
Notes to the unaudited condensed consolidated interim financial statements (continued)
23. | Condensed consolidating financial information for bonds issued by WPP Finance 2010 with WPP plc as parent guarantor and WPP Jubilee Limited and WPP 2005 Limited as subsidiary guarantors (continued) |
Condensed consolidating statement of comprehensive income (continued)
For the year ended 31 December 2015, £m
WPP plc |
Subsidiary Guarantors |
WPP Finance 2010 |
Other Subsidiaries |
Reclassifications / Eliminations |
Consolidated WPP plc |
|||||||||||||||||||
Profit for the year |
1,160.2 | 1,298.5 | 0.9 | 1,591.3 | (2,805.8 | ) | 1,245.1 | |||||||||||||||||
Items that may be reclassified subsequently to profit or loss: |
||||||||||||||||||||||||
Exchange adjustments on foreign currency net investments |
(272.9 | ) | (272.9 | ) | (0.9 | ) | (275.0 | ) | 545.8 | (275.9 | ) | |||||||||||||
Gain on revaluation of available for sale investments |
206.0 | 206.0 | | 206.0 | (412.0 | ) | 206.0 | |||||||||||||||||
(66.9 | ) | (66.9 | ) | (0.9 | ) | (69.0 | ) | 133.8 | (69.9 | ) | ||||||||||||||
Items that will not be reclassified subsequently to profit or loss: |
||||||||||||||||||||||||
Actuarial gain on defined benefit pension plans |
33.5 | 33.5 | | 33.5 | (67.0 | ) | 33.5 | |||||||||||||||||
Deferred tax on defined benefit pension plans |
(5.2 | ) | (5.2 | ) | | (5.2 | ) | 10.4 | (5.2 | ) | ||||||||||||||
28.3 | 28.3 | | 28.3 | (56.6 | ) | 28.3 | ||||||||||||||||||
Other comprehensive loss for the year |
(38.6 | ) | (38.6 | ) | (0.9 | ) | (40.7 | ) | 77.2 | (41.6 | ) | |||||||||||||
Total comprehensive income for the year |
1,121.6 | 1,259.9 | | 1,550.6 | (2,728.6 | ) | 1,203.5 | |||||||||||||||||
Attributable to: |
||||||||||||||||||||||||
Equity holders of the parent |
1,121.6 | 1,259.9 | | 1,468.7 | (2,728.6 | ) | 1,121.6 | |||||||||||||||||
Non-controlling interests |
| | | 81.9 | | 81.9 | ||||||||||||||||||
1,121.6 | 1,259.9 | | 1,550.6 | (2,728.6 | ) | 1,203.5 |
35
Notes to the unaudited condensed consolidated interim financial statements (continued)
23. | Condensed consolidating financial information for bonds issued by WPP Finance 2010 with WPP plc as parent guarantor and WPP Jubilee Limited and WPP 2005 Limited as subsidiary guarantors (continued) |
Condensed consolidating cash flow statement information
For the six months ended 30 June 2016, £m
WPP plc |
Subsidiary Guarantors |
WPP Finance 2010 |
Other Subsidiaries |
Reclassifications/ Eliminations |
Consolidated WPP plc |
|||||||||||||||||||
Net cash inflow/(outflow) from operating activities |
311.7 | 1,270.0 | 9.1 | (1,524.6 | ) | | 66.2 | |||||||||||||||||
Investing activities |
||||||||||||||||||||||||
Acquisitions and disposals |
| | | (182.8 | ) | | (182.8 | ) | ||||||||||||||||
Purchase of property, plant and equipment |
| (0.4 | ) | | (126.3 | ) | | (126.7 | ) | |||||||||||||||
Purchase of other intangible assets (including capitalised computer software) |
| | | (15.9 | ) | | (15.9 | ) | ||||||||||||||||
Proceeds on disposal of property, plant and equipment |
| | | 9.7 | | 9.7 | ||||||||||||||||||
Net cash outflow from investing activities |
| (0.4 | ) | | (315.3 | ) | | (315.7 | ) | |||||||||||||||
Financing activities |
||||||||||||||||||||||||
Share option proceeds |
5.3 | | | | | 5.3 | ||||||||||||||||||
Cash consideration for non-controlling interests |
| | | (43.4 | ) | | (43.4 | ) | ||||||||||||||||
Share repurchases and buybacks |
(148.5 | ) | | | (48.3 | ) | | (196.8 | ) | |||||||||||||||
Net (decrease)/increase in borrowings |
(392.1 | ) | | | 329.2 | | (62.9 | ) | ||||||||||||||||
Financing and share issue costs |
| | | (0.5 | ) | | (0.5 | ) | ||||||||||||||||
Equity dividends paid |
| | | | | | ||||||||||||||||||
Dividends paid to non-controlling interests in subsidiary undertakings |
| | | (35.0 | ) | | (35.0 | ) | ||||||||||||||||
Net cash (outflow)/inflow from financing activities |
(535.3 | ) | | | 202.0 | | (333.3 | ) | ||||||||||||||||
Net (decrease)/increase in cash and cash equivalents |
(223.6 | ) | 1,269.6 | 9.1 | (1,637.9 | ) | | (582.8 | ) | |||||||||||||||
Translation differences |
(2.0 | ) | (102.3 | ) | (7.5 | ) | 349.1 | | 237.3 | |||||||||||||||
Cash and cash equivalents at beginning of period |
(926.5 | ) | (2,472.7 | ) | (67.5 | ) | 5,413.3 | | 1,946.6 | |||||||||||||||
Cash and cash equivalents at end of period |
(1,152.1 | ) | (1,305.4 | ) | (65.9 | ) | 4,124.5 | | 1,601.1 |
For the six months ended 30 June 2015, £m
WPP plc |
Subsidiary Guarantors |
WPP Finance 2010 |
Other Subsidiaries |
Reclassifications/ Eliminations |
Consolidated WPP plc |
|||||||||||||||||||
Net cash (outflow)/inflow from operating activities |
903.2 | (1,636.9 | ) | 27.2 | 525.8 | | (180.7 | ) | ||||||||||||||||
Investing activities |
||||||||||||||||||||||||
Acquisitions and disposals |
| | | (459.3 | ) | | (459.3 | ) | ||||||||||||||||
Purchase of property, plant and equipment |
| (0.6 | ) | | (72.5 | ) | | (73.1 | ) | |||||||||||||||
Purchase of other intangible assets (including capitalised computer software) |
| | | (17.0 | ) | | (17.0 | ) | ||||||||||||||||
Proceeds on disposal of property, plant and equipment |
| | | 11.2 | | 11.2 | ||||||||||||||||||
Net cash outflow from investing activities |
| (0.6 | ) | | (537.6 | ) | | (538.2 | ) | |||||||||||||||
Financing activities |
||||||||||||||||||||||||
Share option proceeds |
5.4 | | | | | 5.4 | ||||||||||||||||||
Cash consideration for non-controlling interests |
| | | (7.9 | ) | | (7.9 | ) | ||||||||||||||||
Share repurchases and buybacks |
(345.7 | ) | | | (59.7 | ) | | (405.4 | ) | |||||||||||||||
Net increase/(decrease) in borrowings |
(13.7 | ) | | | 154.8 | | 141.1 | |||||||||||||||||
Financing and share issue costs |
| | | (9.0 | ) | | (9.0 | ) | ||||||||||||||||
Equity dividends paid |
| | | | | | ||||||||||||||||||
Dividends paid to non-controlling interests in subsidiary undertakings |
| | | (25.7 | ) | | (25.7 | ) | ||||||||||||||||
Net cash (outflow)/inflow from financing activities |
(354.0 | ) | | | 52.5 | | (301.5 | ) | ||||||||||||||||
Net (decrease)/increase in cash and cash equivalents |
549.2 | (1,637.5 | ) | 27.2 | 40.7 | | (1,020.4 | ) | ||||||||||||||||
Translation differences |
3.9 | 37.0 | 0.7 | (81.5 | ) | | (39.9 | ) | ||||||||||||||||
Cash and cash equivalents at beginning of period |
(982.6 | ) | (1,797.7 | ) | (58.6 | ) | 5,086.5 | | 2,247.6 | |||||||||||||||
Cash and cash equivalents at end of period |
(429.5 | ) | (3,398.2 | ) | (30.7 | ) | 5,045.7 | | 1,187.3 |
36
Notes to the unaudited condensed consolidated interim financial statements (continued)
23. | Condensed consolidating financial information for bonds issued by WPP Finance 2010 with WPP plc as parent guarantor and WPP Jubilee Limited and WPP 2005 Limited as subsidiary guarantors (continued) |
Condensed consolidating cash flow statement information (continued)
For the year ended 31 December 2015, £m
WPP plc |
Subsidiary Guarantors |
WPP Finance 2010 |
Other Subsidiaries |
Reclassifications/ Eliminations |
Consolidated WPP plc |
|||||||||||||||||||
Net cash inflow/(outflow) from operating activities |
983.6 | (658.3 | ) | (5.6 | ) | 1,040.2 | | 1,359.9 | ||||||||||||||||
Investing activities |
||||||||||||||||||||||||
Acquisitions and disposals |
| (16.9 | ) | | (652.6 | ) | | (669.5 | ) | |||||||||||||||
Purchases of property, plant and equipment |
| (2.0 | ) | | (208.3 | ) | | (210.3 | ) | |||||||||||||||
Purchases of other intangible assets (including capitalised computer software) |
| | | (36.1 | ) | | (36.1 | ) | ||||||||||||||||
Proceeds on disposal of property, plant and equipment |
| | | 13.4 | | 13.4 | ||||||||||||||||||
Net cash outflow from investing activities |
| (18.9 | ) | | (883.6 | ) | | (902.5 | ) | |||||||||||||||
Financing activities |
||||||||||||||||||||||||
Share option proceeds |
27.6 | | | | | 27.6 | ||||||||||||||||||
Cash consideration for non-controlling interests |
| | | (23.6 | ) | | (23.6 | ) | ||||||||||||||||
Share repurchases and buy-backs |
(406.0 | ) | | | (181.6 | ) | | (587.6 | ) | |||||||||||||||
Net increase/(decrease) in borrowings |
(13.7 | ) | | | 505.7 | | 492.0 | |||||||||||||||||
Financing and share issue costs |
| | | (11.4 | ) | | (11.4 | ) | ||||||||||||||||
Equity dividends paid |
(545.8 | ) | | | | | (545.8 | ) | ||||||||||||||||
Dividends paid to non-controlling interests in subsidiary undertakings |
| | | (55.2 | ) | | (55.2 | ) | ||||||||||||||||
Net cash (outflow)/inflow from financing activities |
(937.9 | ) | | | 233.9 | | (704.0 | ) | ||||||||||||||||
Net (decrease)/increase in cash and cash equivalents |
45.7 | (677.2 | ) | (5.6 | ) | 390.5 | | (246.6 | ) | |||||||||||||||
Translation differences |
10.4 | 2.2 | (3.3 | ) | (63.7 | ) | | (54.4 | ) | |||||||||||||||
Cash and cash equivalents at beginning of year |
(982.6 | ) | (1,797.7 | ) | (58.6 | ) | 5,086.5 | | 2,247.6 | |||||||||||||||
Cash and cash equivalents at end of year |
(926.5 | ) | (2,472.7 | ) | (67.5 | ) | 5,413.3 | | 1,946.6 |
37
Notes to the unaudited condensed consolidated interim financial statements (continued)
23. | Condensed consolidating financial information for bonds issued by WPP Finance 2010 with WPP plc as parent guarantor and WPP Jubilee Limited and WPP 2005 Limited as subsidiary guarantors (continued) |
Condensed consolidating balance sheet information
At 30 June 2016, £m
WPP plc |
Subsidiary Guarantors |
WPP Finance 2010 |
Other Subsidiaries |
Reclassifications/ Eliminations |
Consolidated WPP plc |
|||||||||||||||||||
Non-current assets |
||||||||||||||||||||||||
Intangible assets: |
||||||||||||||||||||||||
Goodwill |
| | | 12,293.5 | | 12,293.5 | ||||||||||||||||||
Other |
| | | 2,036.7 | | 2,036.7 | ||||||||||||||||||
Property, plant and equipment |
| 7.6 | | 918.3 | | 925.9 | ||||||||||||||||||
Investment in subsidiaries |
11,907.1 | 22,193.5 | | | (34,100.6 | ) | | |||||||||||||||||
Interests in associates and joint ventures |
| | | 690.8 | | 690.8 | ||||||||||||||||||
Other investments |
| | | 1,303.7 | | 1,303.7 | ||||||||||||||||||
Deferred tax assets |
| | | 94.0 | | 94.0 | ||||||||||||||||||
Trade and other receivables |
| | | 254.9 | | 254.9 | ||||||||||||||||||
Intercompany receivables |
| 233.3 | 2,118.4 | 6,764.6 | (9,116.3 | ) | | |||||||||||||||||
11,907.1 | 22,434.4 | 2,118.4 | 24,356.5 | (43,216.9 | ) | 17,599.5 | ||||||||||||||||||
Current assets |
||||||||||||||||||||||||
Inventory and work in progress |
| | | 408.8 | | 408.8 | ||||||||||||||||||
Corporate income tax recoverable |
| | | 224.2 | | 224.2 | ||||||||||||||||||
Trade and other receivables |
0.2 | 347.8 | 0.1 | 11,403.0 | | 11,751.1 | ||||||||||||||||||
Intercompany receivables |
1,746.2 | 1,584.0 | 70.6 | 2,826.5 | (6,227.3 | ) | | |||||||||||||||||
Cash and short-term deposits |
7.5 | 352.2 | | 4,584.4 | (2,796.7 | ) | 2,147.4 | |||||||||||||||||
1,753.9 | 2,284.0 | 70.7 | 19,446.9 | (9,024.0 | ) | 14,531.5 | ||||||||||||||||||
Current liabilities |
||||||||||||||||||||||||
Trade and other payables |
(116.2 | ) | (86.7 | ) | (20.0 | ) | (13,645.3 | ) | | (13,868.2 | ) | |||||||||||||
Intercompany payables |
(2,784.9 | ) | (3,092.0 | ) | | (350.4 | ) | 6,227.3 | | |||||||||||||||
Corporate income tax payable |
| | | (584.0 | ) | | (584.0 | ) | ||||||||||||||||
Bank overdrafts and loans |
(1,567.6 | ) | (1,657.6 | ) | (65.9 | ) | (562.8 | ) | 2,796.7 | (1,057.2 | ) | |||||||||||||
(4,468.7 | ) | (4,836.3 | ) | (85.9 | ) | (15,142.5 | ) | 9,024.0 | (15,509.4 | ) | ||||||||||||||
Net current (liabilities)/assets |
(2,714.8 | ) | (2,552.3 | ) | (15.2 | ) | 4,304.4 | | (977.9 | ) | ||||||||||||||
Total assets less current liabilities |
9,192.3 | 19,882.1 | 2,103.2 | 28,660.9 | (43,216.9 | ) | 16,621.6 | |||||||||||||||||
Non-current liabilities |
||||||||||||||||||||||||
Bonds and bank loans |
| | (2,122.4 | ) | (3,216.7 | ) | | (5,339.1 | ) | |||||||||||||||
Trade and other payables |
| | | (1,122.0 | ) | | (1,122.0 | ) | ||||||||||||||||
Intercompany payables |
(672.6 | ) | (7,975.0 | ) | | (468.7 | ) | 9,116.3 | | |||||||||||||||
Deferred tax liabilities |
| | | (713.0 | ) | | (713.0 | ) | ||||||||||||||||
Provisions for post-employment benefits |
| | | (260.4 | ) | | (260.4 | ) | ||||||||||||||||
Provisions for liabilities and charges |
| | | (208.9 | ) | | (208.9 | ) | ||||||||||||||||
(672.6 | ) | (7,975.0 | ) | (2,122.4 | ) | (5,989.7 | ) | 9,116.3 | (7,643.4 | ) | ||||||||||||||
Net assets/(liabilities) |
8,519.7 | 11,907.1 | (19.2 | ) | 22,671.2 | (34,100.6 | ) | 8,978.2 | ||||||||||||||||
Attributable to: |
||||||||||||||||||||||||
Equity share owners funds |
8,519.7 | 11,907.1 | (19.2 | ) | 22,212.7 | |
(34,100.6 |
) |
8,519.7 | |||||||||||||||
Non-controlling interests |
| | | 458.5 | | 458.5 | ||||||||||||||||||
Total equity |
8,519.7 | 11,907.1 | (19.2 | ) | 22,671.2 | (34,100.6 | ) | 8,978.2 |
38
Notes to the unaudited condensed consolidated interim financial statements (continued)
23. | Condensed consolidating financial information for bonds issued by WPP Finance 2010 with WPP plc as parent guarantor and WPP Jubilee Limited and WPP 2005 Limited as subsidiary guarantors (continued) |
Condensed consolidating balance sheet information (continued)
At 30 June 2015, £m
WPP plc |
Subsidiary Guarantors |
WPP Finance 2010 |
Other Subsidiaries |
Reclassifications/ Eliminations |
Consolidated WPP plc |
|||||||||||||||||||
Non-current assets |
||||||||||||||||||||||||
Intangible assets: |
||||||||||||||||||||||||
Goodwill |
| | | 10,057.3 | | 10,057.3 | ||||||||||||||||||
Other |
| | | 1,714.2 | | 1,714.2 | ||||||||||||||||||
Property, plant and equipment |
| 12.8 | | 718.3 | | 731.1 | ||||||||||||||||||
Investment in subsidiaries |
9,910.4 | 19,063.9 | | | (28,974.3 | ) | | |||||||||||||||||
Interests in associates and joint ventures |
| | | 694.3 | | 694.3 | ||||||||||||||||||
Other investments |
| | | 920.9 | | 920.9 | ||||||||||||||||||
Deferred tax assets1 |
| | | 107.6 | | 107.6 | ||||||||||||||||||
Trade and other receivables |
17.8 | | | 124.1 | | 141.9 | ||||||||||||||||||
Intercompany receivables |
| 1,558.9 | 1,787.4 | 5,367.2 | (8,713.5 | ) | | |||||||||||||||||
9,928.2 | 20,635.6 | 1,787.4 | 19,703.9 | (37,687.8 | ) | 14,367.3 | ||||||||||||||||||
Current assets |
||||||||||||||||||||||||
Inventory and work in progress |
| | | 321.7 | | 321.7 | ||||||||||||||||||
Corporate income tax recoverable |
| | | 168.1 | | 168.1 | ||||||||||||||||||
Trade and other receivables |
0.5 | 256.8 | 0.1 | 9,727.6 | | 9,985.0 | ||||||||||||||||||
Intercompany receivables |
1,655.5 | 350.4 | 31.0 | 885.8 | (2,922.7 | ) | | |||||||||||||||||
Cash and short-term deposits |
0.2 | 280.1 | | 5,211.4 | (4,138.7 | ) | 1,353.0 | |||||||||||||||||
1,656.2 | 887.3 | 31.1 | 16,314.6 | (7,061.4 | ) | 11,827.8 | ||||||||||||||||||
Current liabilities |
||||||||||||||||||||||||
Trade and other payables |
(13.6 | ) | (36.2 | ) | (16.9 | ) | (11,293.1 | ) | | (11,359.8 | ) | |||||||||||||
Intercompany payables |
(703.8 | ) | (1,705.4 | ) | | (513.5 | ) | 2,922.7 | | |||||||||||||||
Corporate income tax payable2 |
| | | (571.9 | ) | | (571.9 | ) | ||||||||||||||||
Bank overdrafts and loans |
(782.7 | ) | (3,678.3 | ) | (30.7 | ) | (165.7 | ) | 4,138.7 | (518.7 | ) | |||||||||||||
(1,500.1 | ) | (5,419.9 | ) | (47.6 | ) | (12,544.2 | ) | 7,061.4 | (12,450.4 | ) | ||||||||||||||
Net current (liabilities)/assets |
156.1 | (4,532.6 | ) | (16.5 | ) | 3,770.4 | | (622.6 | ) | |||||||||||||||
Total assets less current liabilities |
10,084.3 | 16,103.0 | 1,770.9 | 23,474.3 | (37,687.8 | ) | 13,744.7 | |||||||||||||||||
Non-current liabilities |
||||||||||||||||||||||||
Bonds and bank loans |
(415.8 | ) | | (1,788.0 | ) | (2,013.2 | ) | | (4,217.0 | ) | ||||||||||||||
Trade and other payables |
| | | (707.5 | ) | | (707.5 | ) | ||||||||||||||||
Intercompany payables |
(2,201.0 | ) | (6,192.6 | ) | | (319.9 | ) | 8,713.5 | | |||||||||||||||
Deferred tax liabilities1 |
| | | (556.1 | ) | | (556.1 | ) | ||||||||||||||||
Provisions for post-employment benefits |
| | | (283.3 | ) | | (283.3 | ) | ||||||||||||||||
Provisions for liabilities and charges |
| | | (173.2 | ) | | (173.2 | ) | ||||||||||||||||
(2,616.8 | ) | (6,192.6 | ) | (1,788.0 | ) | (4,053.2 | ) | 8,713.5 | (5,937.1 | ) | ||||||||||||||
Net assets/(liabilities) |
7,467.5 | 9,910.4 | (17.1 | ) | 19,421.1 | (28,974.3 | ) | 7,807.6 | ||||||||||||||||
Attributable to: |
||||||||||||||||||||||||
Equity share owners funds |
7,467.5 | 9,910.4 | (17.1 | ) | 19,081.0 | (28,974.3 | ) | 7,467.5 | ||||||||||||||||
Non-controlling interests |
| | | 340.1 | | 340.1 | ||||||||||||||||||
Total equity |
7,467.5 | 9,910.4 | (17.1 | ) | 19,421.1 | (28,974.3 | ) | 7,807.6 |
Notes
1 | The Group has restated the balance sheet as at 30 June 2015 to reduce both the deferred tax assets and the deferred tax liabilities by £140.7 million. This is consistent with the current period presentation. |
2 | The Group has restated the balance sheet as at 30 June 2015 to reclassify £533.6 million of corporate income tax payable from non-current liabilities to current liabilities. This is consistent with the current period presentation. |
39
Notes to the unaudited condensed consolidated interim financial statements (continued)
23. | Condensed consolidating financial information for bonds issued by WPP Finance 2010 with WPP plc as parent guarantor and WPP Jubilee Limited and WPP 2005 Limited as subsidiary guarantors (continued) |
Condensed consolidating balance sheet information (continued)
At 31 December 2015, £m
WPP plc |
Subsidiary Guarantors |
WPP Finance 2010 |
Other Subsidiaries |
Reclassifications/ Eliminations |
Consolidated WPP plc |
|||||||||||||||||||
Non-current assets |
||||||||||||||||||||||||
Intangible assets: |
||||||||||||||||||||||||
Goodwill |
| | | 10,670.6 | | 10,670.6 | ||||||||||||||||||
Other |
| | | 1,715.4 | | 1,715.4 | ||||||||||||||||||
Property, plant and equipment |
| 8.3 | | 789.4 | | 797.7 | ||||||||||||||||||
Investment in subsidiaries |
10,716.4 | 20,268.7 | | | (30,985.1 | ) | | |||||||||||||||||
Interests in associates and joint ventures |
| | | 758.6 | | 758.6 | ||||||||||||||||||
Other investments |
| | | 1,158.7 | | 1,158.7 | ||||||||||||||||||
Deferred tax assets |
| | | 94.1 | | 94.1 | ||||||||||||||||||
Trade and other receivables |
19.1 | | | 159.6 | | 178.7 | ||||||||||||||||||
Intercompany receivables |
| 276.3 | 1,907.7 | 4,856.1 | (7,040.1 | ) | | |||||||||||||||||
10,735.5 | 20,553.3 | 1,907.7 | 20,202.5 | (38,025.2 | ) | 15,373.8 | ||||||||||||||||||
Current assets |
||||||||||||||||||||||||
Inventory and work in progress |
| | | 329.0 | | 329.0 | ||||||||||||||||||
Corporate income tax recoverable |
| | | 168.6 | | 168.6 | ||||||||||||||||||
Trade and other receivables |
0.7 | 292.6 | 0.1 | 10,202.0 | | 10,495.4 | ||||||||||||||||||
Intercompany receivables |
1,685.4 | 1,605.9 | 70.1 | 2,655.2 | (6,016.6 | ) | | |||||||||||||||||
Cash and short-term deposits |
83.8 | 947.2 | | 5,849.1 | (4,497.7 | ) | 2,382.4 | |||||||||||||||||
1,769.9 | 2,845.7 | 70.2 | 19,203.9 | (10,514.3 | ) | 13,375.4 | ||||||||||||||||||
Current liabilities |
||||||||||||||||||||||||
Trade and other payables |
(41.7 | ) | (105.1 | ) | (18.0 | ) | (12,520.2 | ) | | (12,685.0 | ) | |||||||||||||
Intercompany payables |
(2,436.5 | ) | (3,206.3 | ) | | (373.8 | ) | 6,016.6 | | |||||||||||||||
Corporate income tax payable |
| | | (598.5 | ) | | (598.5 | ) | ||||||||||||||||
Bank overdrafts and loans |
(1,377.5 | ) | (3,419.9 | ) | (67.5 | ) | (564.8 | ) | 4,497.7 | (932.0 | ) | |||||||||||||
(3,855.7 | ) | (6,731.3 | ) | (85.5 | ) | (14,057.3 | ) | 10,514.3 | (14,215.5 | ) | ||||||||||||||
Net current (liabilities)/assets |
(2,085.8 | ) | (3,885.6 | ) | (15.3 | ) | 5,146.6 | | (840.1 | ) | ||||||||||||||
Total assets less current liabilities |
8,649.7 | 16,667.7 | 1,892.4 | 25,349.1 | (38,025.2 | ) | 14,533.7 | |||||||||||||||||
Non-current liabilities |
||||||||||||||||||||||||
Bonds and bank loans |
(411.8 | ) | | (1,909.8 | ) | (2,339.6 | ) | | (4,661.2 | ) | ||||||||||||||
Trade and other payables |
| | | (891.5 | ) | | (891.5 | ) | ||||||||||||||||
Intercompany payables |
(600.5 | ) | (5,951.3 | ) | | (488.3 | ) | 7,040.1 | | |||||||||||||||
Deferred tax liabilities |
| | | (552.3 | ) | | (552.3 | ) | ||||||||||||||||
Provisions for post-employment benefits |
| | | (229.3 | ) | | (229.3 | ) | ||||||||||||||||
Provisions for liabilities and charges |
| | | (183.6 | ) | | (183.6 | ) | ||||||||||||||||
(1,012.3 | ) | (5,951.3 | ) | (1,909.8 | ) | (4,684.6 | ) | 7,040.1 | (6,517.9 | ) | ||||||||||||||
Net assets/(liabilities) |
7,637.4 | 10,716.4 | (17.4 | ) | 20,664.5 | (30,985.1 | ) | 8,015.8 | ||||||||||||||||
Attributable to: |
||||||||||||||||||||||||
Equity share owners funds |
7,637.4 | 10,716.4 | (17.4 | ) | 20,286.1 | (30,985.1 | ) | 7,637.4 | ||||||||||||||||
Non-controlling interests |
| | | 378.4 | | 378.4 | ||||||||||||||||||
Total equity |
7,637.4 | 10,716.4 | (17.4 | ) | 20,664.5 | (30,985.1 | ) | 8,015.8 |
40