WPP plc 6-K, filed Mar 11, 2021
WPP plc (WPP)
6-K
2021-03-11
For: 2021-03-11
View Original
Added on
April 12, 2026
About this 6-K
WPP plc filed this 6-K on March 11, 2021.
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
_____________________
FORM 6-K
____________________
Report of Foreign Private Issuer
Pursuant to Rule 13a-16 or 15d-16
under the Securities Exchange Act of 1934
For the Month of March 2021
Commission File Number: 001-38303
______________________
WPP plc
(Translation of registrant's name into English)
________________________
Sea Containers, 18 Upper Ground
London, United Kingdom SE1 9GL
(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 registrant’s “home
country”), or under the rules of the home country exchange on
which the registrant’s 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 registrant’s 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.
Forward-Looking Statements
In
connection with the provisions of the Private Securities Litigation
Reform Act of 1995 (the “Reform Act”), WPP plc and its
subsidiaries (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 Company’s exposure to changes in the
values of major currencies other than the UK pound sterling
(because a substantial portion of its revenues are derived and
costs incurred outside of the United Kingdom) and the overall level
of economic activity in the Company’s major markets (which
varies depending on, among other things, regional, national and
international political and economic conditions and government
regulations in the world’s advertising markets). In addition,
you should consider the risks described in Item 3D, captioned
“Risk Factors” in the Company’s Form 20-F for the
year ended 31 December 2019, 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 Company’s plans and
objectives will be achieved.
The
Company undertakes no obligation to update or revise any such
forward-looking statements, whether as a result of new information,
future events or otherwise.
EXHIBIT INDEX
|
Exhibit
No.
|
Description
|
|
1
|
2020 Preliminary Results dated 11 March 2021, prepared by WPP
plc.
|
|
FOR
IMMEDIATE RELEASE
|
11
MARCH 2021
|
WPP PLC ("WPP")
2020 Preliminary Results
Resilient performance: further recovery in Q4; net debt down to
£0.7 billion; share buyback to start immediately. Well
positioned to grow in 2021, in line with guidance
Key figures – continuing operations
|
£
million
|
2020
|
+/(-)%
reported1
|
+/(-)%
LFL2
|
2019
|
|
Revenue
|
12,003
|
(9.3)
|
(7.3)
|
13,234
|
|
Revenue
less pass-through costs
|
9,762
|
(10.0)
|
(8.2)
|
10,847
|
|
|
|
|
|
|
|
Reported:
|
|
|
|
|
|
Operating
(loss)/profit
|
(2,278)
|
n/m3
|
-
|
1,296
|
|
(Loss)/profit
before tax
|
(2,791)
|
n/m
|
-
|
1,2144
|
|
Diluted
EPS (p)
|
(243.2)
|
n/m
|
-
|
68.24
|
|
Dividends
per share (p)
|
24.0
|
5.7
|
-
|
22.7
|
|
|
|
|
|
|
|
Headline5:
|
|
|
|
|
|
Operating
profit
|
1,261
|
(19.2)
|
(17.2)
|
1,561
|
|
Operating
profit margin
|
12.9%
|
(1.5)pt*
|
(1.4)pt*
|
14.4%
|
|
Profit
before tax
|
1,041
|
(23.6)
|
-
|
1,363
|
|
Diluted
EPS (p)
|
59.9
|
(23.3)
|
-
|
78.1
|
*
Margin points
Full year and Q4 financial highlights
●
FY continuing operations reported revenue -9.3%, LFL revenue
-7.3%
●
FY LFL revenue less pass-through costs -8.2%; sequential recovery
since initial lockdowns: Q2 -15.1%, Q3 -7.6%, Q4 -6.5%
●
Q4 LFL revenue less pass-through costs by major market: US -6.2%,
UK -7.4%, Germany -0.8%, Greater China -12.1%, India
-8.9%
●
FY headline operating margin 12.9%, down 1.5pt on prior year as
cost savings of over £800 million offset the majority of the
revenue decline; H2 headline operating margin +0.5pt
●
Reported loss before tax impacted by £3.1 billion of
impairments (£2.8 billion goodwill, £0.3 billion
investment and other write-downs)
●
Net debt at 31 December 2020 £0.7 billion, better than
expected and down £0.8 billion year-on-year, reflecting
continued strong working capital and cash management
Strategic progress, shareholder returns and 2021
guidance
●
Transformation delivering results: VMLY&R +2.9% in
Q4
●
Continued focus on simplification: alignment of Grey with AKQA,
Geometry with VMLY&R
●
Offer resonating with clients: market-leading $4.4
billion6 of net new
business won ($7.3 billion gross)
●
Continued recognition of creativity and effectiveness: Effies
winner for ninth successive year; Cannes Lions Agency Holding
Company of the Decade
●
Final dividend of 14.0p per share proposed, in line with new
dividend policy
●
£620 million Kantar share buyback to resume immediately: up to
£300 million to be completed over the next three
months
●
2021 outlook in line with guidance provided in December 2020: LFL
revenue less pass-through costs growth of mid-single-digits %, with
headline operating margin of 13.5-14.0%
Mark Read, Chief Executive Officer, WPP:
“2020
was a tough year for everyone, including our people who faced the
personal and professional challenges of COVID-19. Their commitment
to our clients, support for one another and contribution to the
communities we serve have been a constant source of inspiration and
pride.
“WPP’s
performance has been remarkably resilient, thanks to these efforts
and the demonstrable value of what we do for our clients. While
revenue was significantly impacted as clients reduced spending, our
performance exceeded our own expectations and those of the market
throughout the year. There is no doubt that the actions we took
during the previous two years to transform and simplify the
business and reduce debt
– to a 16-year low at the end of 2020
– played a crucial role in the strength of our
response.
“At
the height of the pandemic we saw five years’ worth of
innovation in five weeks, with a dramatic shift to digital media
and ecommerce as people’s lives went online – trends on
which we based our vision for WPP. Having modernised our client
offer, refined our structure and strengthened our agency brands, we
were well prepared for this shift and saw the benefits of this
acceleration in parts of our business. Our strategic progress was
also evident in our very strong new business performance, with key
wins including Alibaba, HSBC, Intel, Uber and
Unilever.
“In
December 2020, we outlined our plans to continue to transform our
business, to accelerate our growth and to put purpose at the heart
of what we do. We see many areas of attractive growth for WPP, from
the permanent shift to ecommerce, the digitisation of media and the
need from our clients to convert brand purpose into action. The
past 12 months have demonstrated the importance and impact of
communications. The demand from clients for simple, integrated
solutions that combine outstanding creativity with sophisticated
data and technology capability is only set to grow and, while
uncertainties remain around the impact of the vaccine roll-out and
economic growth, we continue to expect 2021 to be a year of solid
recovery.”
For
further information:
|
Investors and analysts
Peregrine
Riviere
Caitlin
Holt
Fran
Butera (US)
|
+44
7909 907193
+44
7392 280178
+1 914
484 1198
|
|
Media
Chris
Wade
Richard
Oldworth,
Buchanan
Communications
wpp.com/investors
|
+44 20
7282 4600
+44 20
7466 5000
+44
7710 130 634
|
Overview and strategic progress
Market environment
The impact of COVID-19 began to be felt from March onwards, causing
widespread restrictions on economic activity. The market began to
recover in the latter half of the year, with GroupM estimating that
global advertising fell by 5.8% during 2020, a substantially better
outcome than the 11.8% annual decline predicted in June. Within
this, spend on digital media increased to 59.3% of total spend in
2020, from 51.6% in 2019, underpinned by growth in ecommerce and
the increasing importance of a seamless omnichannel customer
experience.
One of the prevailing outcomes of the pandemic has been the
acceleration in underlying structural trends. Lockdown restrictions
across the globe have brought about unprecedented growth in
ecommerce, with a greater proportion of consumers shopping online.
GroupM estimates that global retail ecommerce – including
automotive sales but excluding food and delivery services –
saw growth of 21% in 2020, amounting to 17% of global retail sales.
China, the world’s largest ecommerce market, saw penetration
reach 25% in 2020 and equivalent sales accounted for 14% and 18% of
total retail activity in the US and UK, respectively. As a result,
brands have had to put greater focus on their digital
strategies.
In terms of trends by sector, linear TV advertising has continued
to decline with production and live events taking a pause, while
streaming services have grown at a rapid pace. Advertising spend on
outdoor, cinema and print has fallen significantly as consumers
have been spending an increased amount of time at
home.
Trends in spend by geography have predominantly been driven by
restrictions on economic activity and the maturity of digital
channels. Based on GroupM findings, China saw growth in advertising
spend of 6.2% in the year, reflecting its rapid response to the
pandemic. Spend in the UK and US, excluding political advertising,
declined by 4.4% and 7.3% respectively, with these markets
performing better than expected in the second half of the year as
they benefitted from the growth in ecommerce. Across other major
markets in Europe activity was mixed: France saw advertising spend
fall by 15.5%, while the market in Germany was more robust with
spend falling by 2.0% in the year.
Consumer packaged goods, technology and pharmaceuticals businesses
(57% of WPP’s revenue less pass-through costs from our top
200 clients for 2020) have held up reasonably well as demand for
their services has either been less impacted or in some cases
slightly increased. On the other hand, automotive, luxury &
premium, travel and leisure businesses (22% of revenue less
pass-through costs from the top 200 clients) have been the hardest
hit and this in turn has been reflected in their marketing
spend.
COVID-19 has transformed the way we work; for companies, engaging
with employees has never been more important. The pandemic has also
put a spotlight on the interrelationship between business,
government, employees and communities. Considering this, companies
have been prompted to re-evaluate their purpose and many have
recognised the need to take a stand on important issues,
particularly with a renewed focus on people and
society.
2020 performance and COVID-19
We started the year strongly, building on the progress made over
the course of 2019. From March, the environment became more
challenging, but we responded positively as an organisation,
supporting our people, staying closer than ever to clients and
working with a number of partners to protect our communities. The
second quarter was the toughest from a performance perspective, but
activity began to stabilise in the third quarter and this continued
through to the end of the year.
The nature of our work for clients evolved rapidly as they sought
to make both short- and long-term changes to their brand messaging
and interaction with customers. During the immediate response to
the pandemic, we helped clients develop appropriate brand
communications, working with great pace and agility. Within media,
the pivot to digital accelerated, reflecting the rapid change in
media consumption, with GroupM’s billing mix increasing from
38% digital in 2019 to 41% in 2020. Most significantly, we saw huge
demand from clients for ecommerce services, across both media and
our integrated creative agencies. We worked with 76 of our top 100
clients on ecommerce during 2020.
Overall, our financial performance has been less geared to client
media expenditure than in previous cycles, reflecting the broader
spread of marketing services we now provide, as well as an ongoing
shift to resource-driven revenue models and away from commission on
media investment.
Our sector exposure has contributed significantly to our resilient
performance. Within our top 200 clients, the combined growth in LFL
revenue less pass-through costs from consumer packaged goods,
technology and healthcare & pharmaceutical businesses in 2020
was 0.9%. Within retail, financial services, telecommunications,
media & entertainment and other clients, LFL revenue less
pass-through costs was down 4.7%. The sectors which suffered the
most – automotive, luxury & premium and travel &
leisure – saw a LFL decline of 9.8%.
We have responded very effectively to the material impact that
COVID-19 has had on the way we and our clients work. The
significant majority of our people have been working remotely since
March 2020, and we have ensured strong continuity of service to
clients at a time when the need for our services and expertise has
been greater than ever.
We have continued to work with clients, governments, national
health organisations and NGOs to help limit the impact of COVID-19
on society, including our multi-agency support for the World Health
Organization on a pro bono basis, delivering global and regional
public awareness campaigns to encourage people to stay at home and
adopt safe behaviours.
We have significantly improved the financial resilience of the
business from both a liquidity and cost perspective. We raised over
£900 million in the bond markets in May as a prudent measure
in the face of uncertainty, and at 31 December 2020 had total
liquidity of £6.4 billion. Our working capital position has
improved year-on-year as a result of increased focus and
discipline, leaving year-end net debt at £0.7 billion –
the lowest level since 2004. Finally we have reduced operating
costs by 8.4% year-on-year, limiting the impact on profitability
from the sharp decline in revenue less pass-through
costs.
To protect liquidity, we also took the decision back in March 2020
to suspend the 2019 final dividend and the share buyback funded by
the proceeds of the Kantar transaction. We recommenced the dividend
with the payment of an interim distribution of 10p per share in
November 2020, and today the Board is proposing a final dividend
for 2020 of 14.0p per share. In addition, we are recommencing the
share buyback immediately, with a plan to purchase up to £300
million by June 2021.
We have generally not applied for government support in response to
COVID-19, although in some overseas markets funding has been
obtained, or has been applied automatically. We did not use the UK
Government funded Job Retention Scheme. In total we have received
£77 million of funding, none of which related to the UK, and
have also benefited from the deferral of certain taxes under local
initiatives available to all companies in the countries concerned.
These benefits are described in more detail in Appendix
1.
Impairments of £3.1 billion (including £2.8 billion of
goodwill impairments and £0.3 billion of investment and other
write-downs) were recognised in 2020. The goodwill impairments
relate to historical acquisitions whose carrying values have been
reassessed in light of the impact of COVID-19. The impairments are
driven by a combination of higher discount rates used to value
future cash flows, a lower profit base in 2020 and lower industry
growth rates.
Strategic progress
WPP is a radically different business from two years ago. It is a
simpler, more nimble organisation with much stronger technology
capabilities and a culture of collaboration, openness and mutual
respect. After the success of the VMLY&R and Wunderman Thompson
mergers, we have recently announced the formation of the AKQA Group
with AKQA and Grey, and the creation of VMLY&R Commerce through
the combination with Geometry. These new integrated agency models
provide clients with simple solutions not only in communications
but also in experience, health, ecommerce, data and technology.
Under GroupM, our media business continues to lead its
industry.
The power of our strategy is becoming evident in our improving
performance. We led the new business tables globally in 2020, both
in media and creative, winning a total of $4.4 billion in net new
business. Key wins included Intel (global creative), HSBC (global
creative), Unilever (China media) and WW (global integrated
creative and media). We are seeing very strong levels of
collaboration across WPP, with most pitches involving multi-agency
teams with strong co-ordination and support from the client, new
business and technology expertise we are building in the
centre.
VMLY&R was the stand-out performer for the year, achieving
almost a flat performance for the year as a whole and growing in
the second half. Our relative performance has consistently improved
over recent quarters, both globally and in the US, as we have begun
to outperform the average of our global marketing services peers;
and our client satisfaction scores continue to improve, with a
clear acceleration during the pandemic as clients placed additional
value on the work that we do for them.
Our commitment to creativity also continues to be reflected in the
industry recognition our campaigns attract. In June, WPP was ranked
the most effective marketing communications company in the world in
the 2020 Effie Index for the ninth successive year. Campaign US
named VMLY&R as Advertising Network of the Year for 2020, and
Adweek named MediaCom Global Media Agency of the Year. The Cannes
Lions International Festival of Creativity named WPP as holding
company of the decade, in global rankings to recognise those
companies which have demonstrated the greatest sustained creative
excellence, based on winning and shortlisted work over the last 10
years.
We are building a strong culture and attracting new talent. Many of
our major agencies have new leadership, from internal promotions
and external hires, who are working together as part of a WPP
Executive Committee. We have bolstered our creative talent around
the world, attracting some of the best people in our industry
– most recently announcing the appointment of Rob Reilly as
Global Chief Creative Officer. We now have around a third of our
people co-located on 20 campuses around the world, bringing our
agencies closer together.
We have significantly simplified WPP, allowing us to reduce
complexity and cost, and respond more quickly to client needs. We
have sold more than 60 businesses and investments, raising over
£3.5 billion; merged 100 small, local offices; and closed a
further 80 business units. As a result, we have reduced net debt by
over £4 billion from £4.9 billion at September 2018 to
£0.7 billion at December 2020, leaving us well positioned to
invest in future growth.
Accelerating our growth
In December 2020 we set out our plans to accelerate our growth,
leveraging the significant progress made in strengthening WPP. Our
goal is to deliver sustainable growth in Communications through a
focus on digital communications, and to expand further into the
high-growth areas of Commerce, Experience and Technology, growing
our mix from 25% to 40% by 2025.
Furthermore, leveraging WPP’s existing global strength we
will accelerate our investment in high growth potential markets,
such as China, India and South America; and in our innovative
digital platforms, such as Xaxis, our programmatic business, and
Finecast, our market-leading addressable TV platform. We will
supplement organic growth with targeted acquisitions, scalable
across WPP, which bring in additional talent, capability and
technology. Already in 2021 we have acquired growth businesses in
digital experience and mobile commerce which exactly align with our
strategy.
WPP has a very material opportunity to unlock efficiency savings,
creating a better operating platform for our agencies and
reinvesting these savings back into growth. We aim to achieve
annual gross savings of around £600 million by 2025 by
simplifying our operating model, generating efficiencies in
procurement and real estate, and through improving the
effectiveness of our support functions and shared
services.
Of the total cost savings target, we expect to reinvest around
two-thirds into talent, technology and incentives to drive growth.
These cost savings will be phased over the next five
years.
Purpose and sustainability progress and priorities
Our purpose is to use the power of creativity to build better
futures for our people, planet, clients and communities. We must do
this through the actions we take as a company. We also have the
ability to use the power of marketing to communicate the actions
that our clients are taking to build a sustainable future and a
more inclusive society.
WPP is committed to real progress on diversity, equity and
inclusion. In June 2020 we made a number of commitments to advance
racial equity. First, we are taking decisive action on each of the
12 points in the “Call for Change” open letter to the
industry from more than 1,200 Black advertising professionals,
including a fundamental review of our hiring, retention and
promotion practices and the annual publication of our racial
diversity data.
Second, we will use our voice to fight racism and advance the cause
of racial equality in and beyond our industry. We have established
a Diversity Review Subcommittee to prevent negative and harmful
stereotypes in creative work, and in July 2020 published our
Commitment to Inclusiveness, Diversity and Anti-Racism in our Work.
In December, in collaboration with UniWorld, we created the
Inclusive Marketing Playbook to set the standard for inclusive
marketing principles and best practice for our
agencies.
Third, we have committed to investing $30 million over three years
to fund inclusion programmes within WPP and to support external
organisations. Our first investment is focused on broadening access
to a more diverse talent pipeline, with formal partnerships with
six organisations in the US and UK. In addition, we have put in
place an employee donation match programme, through which we will
match donations up to $1,000 per person and $1 million in total to
relevant non-profit organisations.
We have made significant progress in driving gender equality, with
women now representing 51% of our senior managers. At the most
senior executive level, this figure is 40%, and our aim is to
achieve parity. From 2021, we will be integrating inclusion and
diversity metrics into executive remuneration to hold our leaders
accountable for progress.
We have seen a material reduction in our environmental impact this
year, in part due to the restrictions on movement. Our overall
Scope 1 and 2 market-based carbon emissions are down 41%, office
energy consumption has decreased by 25%, total waste is down 62%
and our Scope 3 carbon emissions from business air travel fell by
81% year-on-year.
In 2020, we sourced 65% of our electricity from renewables (2019:
37%), including purchasing 100% of electricity from renewable
sources in the US and, for the first time, Canada, the UK and most
European markets.
In the coming weeks we will announce new sustainability targets for
WPP, adding to our interim goals of reaching net zero carbon
emissions in our campuses and sourcing 100% of our electricity from
renewable sources by 2025. We are also completing a Scope 3 carbon
inventory in order to set value chain carbon reduction targets. We
have started to address the carbon emissions in our value chain,
for example as a founding member of AdGreen, a new standard aimed
at reducing the emissions associated with advertising
production.
Outlook for 2021
As the
global economy starts to recover from COVID-19, having simplified
our business and reduced debt, WPP is well positioned to support
our clients in achieving their growth aspirations.
We
reiterate our guidance for 2021:
●
Organic growth
(defined as like-for-like revenue less pass-through costs growth)
of mid-single-digits %, returning to growth in Q2 2021
●
Headline operating
margin in the range of 13.5-14.0%
●
Capex £450-500
million
In
addition, our current projections for foreign exchange movements
imply around a 5 percentage point drag to reported revenue less
pass-through costs from the strength of sterling year-on-year. We
also anticipate a net working capital outflow for 2021 of
£200-300 million, reflecting some normalisation from the very
strong position at the end of 2020.
Medium-term guidance
At our
Capital Markets Day in December 2020, we set out our new
medium-term financial targets that will allow us to invest in
talent, incentives and technology, improve our competitive position
and deliver sustainable long-term growth. These are:
●
Recovery to 2019
revenue less pass-through costs levels by 2022
●
3-4% annual growth
in revenue less pass-through costs from 2023, including M&A
benefit of 0.5-1.0% annually
●
15.5-16.0% headline
operating margin in 2023
●
Dividend: intention
to grow annually with a pay-out ratio around 40% of headline
diluted EPS
●
Average net
debt/EBITDA maintained in the range 1.5-1.75x
Financial results
Unaudited headline income statement:
|
£
million
|
2020
|
2019
|
+/(-)
%
reported
|
+/(-)
%
∆
LFL
|
|
Continuing operations
|
|
|
|
|
|
Revenue
|
12,003
|
13,234
|
(9.3)
|
(7.3)
|
|
Revenue
less pass-through costs
|
9,762
|
10,847
|
(10.0)
|
(8.2)
|
|
Operating
profit
|
1,261
|
1,561
|
(19.2)
|
(17.2)
|
|
Operating
margin %
|
12.9%
|
14.4%
|
(1.5)pt
|
(1.4)pt
|
|
Income
from associates
|
10
|
62
|
(83.8)
|
|
|
PBIT
|
1,271
|
1,623
|
(21.7)
|
|
|
Net
finance costs
|
(230)
|
(260)
|
11.8
|
|
|
Profit
before tax
|
1,041
|
1,363
|
(23.6)
|
|
|
Tax
|
(242)
|
(300)
|
19.2
|
|
|
Profit
after tax
|
799
|
1,063
|
(24.9)
|
|
|
Non-controlling
interests
|
(59)
|
(79)
|
25.6
|
|
|
Profit
attributable to shareholders
|
740
|
984
|
(24.8)
|
|
|
Diluted
EPS
|
59.9p
|
78.1p
|
(23.3)
|
|
Reconciliation of operating (loss)/profit to headline operating
profit:
|
£
million
|
2020
|
2019
|
|
Continuing operations
|
|
|
|
Operating (loss)/profit
|
(2,278)
|
1,296
|
|
Amortisation
and impairment of acquired intangible assets
|
89
|
121
|
|
Goodwill
impairment
|
2,823
|
48
|
|
Gains
on disposal of investments and subsidiaries
|
(8)
|
(40)
|
|
Gains
on remeasurement of equity interests arising from a change in scope
of ownership
|
(1)
|
-
|
|
Investment
and other write-downs
|
296
|
8
|
|
Litigation
settlement
|
26
|
(17)
|
|
Gain on
sale of freehold property in New York
|
-
|
(8)
|
|
Restructuring
and transformation costs
|
81
|
153
|
|
Restructuring
costs in relation to COVID-19
|
233
|
-
|
|
Headline operating profit
|
1,261
|
1,561
|
Reported
billings were £46.9 billion, down 11.6%, and down 9.6%
like-for-like.
Reported
revenue from continuing operations was down 9.3% at
£12.0 billion.
Revenue on a constant currency basis was down 8.1% compared with
last year. Net changes from acquisitions and disposals had a
negative impact of 0.8% on growth, leading to a like-for-like
performance, excluding the impact of currency and acquisitions, of
-7.3%.
Reported
revenue less pass-through costs was down 10.0%, and down 8.8% on a
constant currency basis. Excluding the impact of acquisitions and
disposals, like-for-like growth was -8.2%. In the fourth quarter,
like-for-like revenue less pass-through costs was down 6.5%,
reflecting a sequential recovery from Q3 as client spend showed
some resilience in response to renewed lockdowns.
Regional review
Revenue analysis
|
£
million
|
2020
|
Reported
growth %
|
LFL
growth %
|
2019
|
|
N. America
|
4,465
|
(8.0)
|
(5.8)
|
4,855
|
|
United Kingdom
|
1,637
|
(8.9)
|
(7.9)
|
1,797
|
|
W
Cont. Europe
|
2,442
|
(7.1)
|
(8.1)
|
2,629
|
|
AP, LA, AME, CEE7
|
3,459
|
(12.5)
|
(8.1)
|
3,953
|
|
Total Group
|
12,003
|
(9.3)
|
(7.3)
|
13,234
|
Revenue less pass-through costs analysis
|
£
million
|
2020
|
Reported
growth %
|
LFL
growth %
|
2019
|
|
N. America
|
3,744
|
(7.2)
|
(5.8)
|
4,034
|
|
United Kingdom
|
1,234
|
(11.2)
|
(10.5)
|
1,390
|
|
W
Cont. Europe
|
2,019
|
(7.2)
|
(8.1)
|
2,177
|
|
AP, LA, AME, CEE
|
2,765
|
(14.8)
|
(10.3)
|
3,246
|
|
Total Group
|
9,762
|
(10.0)
|
(8.2)
|
10,847
|
Headline operating profit analysis
|
£
million
|
2020
|
%
margin*
|
2019
|
%
margin*
|
|
N. America
|
612
|
16.3
|
662
|
16.4
|
|
United
Kingdom
|
138
|
11.2
|
189
|
13.6
|
|
W Cont. Europe
|
199
|
9.8
|
261
|
12.0
|
|
AP, LA, AME, CEE
|
312
|
11.3
|
449
|
13.8
|
|
Total Group
|
1,261
|
12.9
|
1,561
|
14.4
|
*
Headline operating profit as a percentage of revenue less
pass-through costs
North America like-for-like revenue less pass-through costs
was down 5.7% in the final quarter. The USA continued its trend of
relative resilience compared to other markets, with VMLY&R and
BCW both growing in the fourth quarter. This was offset by GroupM,
which saw a slight deterioration compared to the third quarter.
Canada finished the year strongly, on the back of new business
wins. On a full year basis, like-for-like revenue less pass-through
costs in North America was -5.8%.
United Kingdom like-for-like revenue less pass-through costs
was down 7.4% in the final quarter, a slight deterioration on the
third quarter. AKQA and BCW were the best performers in the fourth
quarter, both growing year-on-year. The lockdown in the UK limited
the recovery in the larger integrated agencies. On a full year
basis, like-for-like revenue less pass-through costs was
-10.5%.
Western Continental Europe like-for-like revenue less
pass-through costs was down 3.9% in the final quarter, an
improvement on the third quarter performance. The recovery was led
by Germany, the Netherlands, Denmark and Sweden. France, Spain and
Italy continued to experience COVID-related headwinds. On a full
year basis, like-for-like revenue less pass-through costs was
-8.1%.
In Asia
Pacific, Latin America, Africa & the Middle East and Central
& Eastern Europe, like-for-like revenue less
pass-through costs was down 8.8% in the final quarter, the best
quarter-on-quarter improvement of all the regions. The sequential
improvement from the third quarter was driven by Asia Pacific and
Latin America, with performance in the other regions slightly
deteriorating in the fourth quarter. On a full year basis,
like-for-like revenue less pass-through costs was
-10.3%.
Business sector review
Revenue analysis
|
£
million
|
2020
|
Reported
growth %
|
LFL
growth %
|
2019
|
|
Global
Int. Agencies
|
9,303
|
(8.8)
|
(6.1)
|
10,205
|
|
Public
Relations
|
893
|
(6.6)
|
(5.8)
|
957
|
|
Specialist Agencies
|
1,807
|
(12.8)
|
(13.3)
|
2,072
|
|
Total Group
|
12,003
|
(9.3)
|
(7.3)
|
13,234
|
Revenue less pass-through costs analysis
|
£
million
|
2020
|
Reported
growth %
|
LFL
growth %
|
2019
|
|
Global
Int. Agencies
|
7,319
|
(9.7)
|
(7.9)
|
8,108
|
|
Public
Relations
|
854
|
(4.9)
|
(4.0)
|
898
|
|
Specialist Agencies
|
1,589
|
(13.7)
|
(11.5)
|
1,841
|
|
Total Group
|
9,762
|
(10.0)
|
(8.2)
|
10,847
|
Headline operating profit analysis
|
£
million
|
2020
|
%
margin*
|
2019
|
%
margin*
|
|
Global
Int. Agencies
|
968
|
13.2
|
1,219
|
15.0
|
|
Public Relations
|
141
|
16.5
|
141
|
15.7
|
|
Specialist Agencies
|
152
|
9.5
|
201
|
10.9
|
|
Total Group
|
1,261
|
12.9
|
1,561
|
14.4
|
*
Headline operating profit as a percentage of revenue less
pass-through costs
Global Integrated Agencies like-for-like revenue less
pass-through costs was down 6.3% in the final quarter, a small
improvement on the third quarter performance. VMLY&R was the
best performing integrated agency, returning to growth in the
fourth quarter and demonstrating its improving business momentum
since the merger. GroupM like-for-like revenue less pass-through
costs was down 4.1% in the fourth quarter, similar to the third
quarter. Of the other agencies, Wunderman Thompson improved
slightly quarter-on-quarter, while trends at Ogilvy and Grey
marginally deteriorated. From 2021, AKQA and Grey will come
together within the AKQA Group, and Geometry will be incorporated
within VMLY&R. For the full year, like-for-like revenue less
pass-through costs for the segment was -7.9%.
Public Relations like-for-like revenue less pass-through
costs was -4.1% in the final quarter. The trend at BCW, our largest
agency within Public Relations, continued to improve, but H+K
Strategies and Specialist PR were weaker in the fourth quarter as a
result of a strong comparative period. In July, we announced the
merger of Finsbury, Glover Park and Hering Schuppener to form
Finsbury Glover Hering, to create a leading global strategic
communications and public affairs business. Since the transaction,
the business has achieved strong traction both with clients and in
attracting new talent. For the full year, like-for-like revenue
less pass-through costs for the segment was -4.0%.
Specialist Agencies like-for-like revenue less pass-through
costs was down 8.6% in the final quarter. All of our main agencies improved
performance over the third quarter, with AKQA, Superunion and
Landor showing the biggest sequential improvements. For the full
year, like-for-like revenue less pass-through costs for the segment
was -11.5%.
Operating profitability
Reported
loss before tax was £2.8 billion, compared to a profit of
£1.2 billion in 2019, reflecting principally the £3.1
billion of impairment charges and investment writedowns and
£313 million of restructuring and transformation costs (see
table on page 10).
Reported
loss after tax was £2.9 billion compared to a profit in 2019
of £939 million.
Headline
EBITDA (including IFRS 16 depreciation) for 2020 was down 19.1% to
£1.5 billion, compared to £1.8 billion the previous year,
and down 17.7% in constant currency. Headline operating profit was
down 19.2% to £1.3 billion, and down 17.2% like-for-like. The
sharp decline in profitability year-on-year reflects the sudden and
significant impact of COVID-19 on revenue less pass-through
costs.
Headline
operating margin was down 150 basis points to 12.9%, and down 140
basis points like-for-like. Operating costs were down 8.8%, with a
year-on-year saving of £810 million excluding severance. The
main areas of cost reduction were in travel and discretionary
expenditure (down 59.5%), property costs (down 5.1%) and staff
costs (down 7.9%). Over the course of the year, we offset 74.7% of
the decline in revenue less pass-through costs with cost saving
actions. In the second half, this figure was 92.4%.
The
Group’s headline operating margin is after charging £68
million of severance costs, compared with £43 million in 2019
and £185 million of incentive payments, compared to £294
million in 2019.
On a
like-for-like basis, the average number of people in the Group in
2020 was 102,822 compared to 106,185 in 2019. On the same basis,
the total number of people at 31 December 2020 was 99,830 compared
to 106,478 at 31 December 2019.
Impairments
Impairments
of £3.1 billion (including £2.8 billion of goodwill
impairments and £0.3 billion of investment and other
write-downs) were recognised in 2020. The goodwill impairments
relate to historical acquisitions whose carrying values have been
reassessed in light of the impact of COVID-19. The impairments are
driven by a combination of higher discount rates used to value
future cash flows, a lower profit base in 2020 and lower industry
growth rates. The majority of the impairments relate to businesses
acquired as part of the Y&R acquisition in 2000. A full
analysis of the impairments is provided in Appendix 1.
Exceptional items
In
addition to the impairments outlined above, the Group incurred a
net exceptional loss of £477 million in 2020. This comprises
the Group’s share of associate company exceptional losses
(£146 million), restructuring and transformation costs
(£313 million) and other net exceptional losses (£18
million). Restructuring and transformation costs mainly comprise
severance and property-related costs arising from the continuing
structural review of parts of the Group’s operations and our
response to the COVID-19 situation. This compares with a net
exceptional loss in 2019 of £136 million.
Interest and taxes
Net
finance costs (excluding the revaluation of financial instruments)
were £229 million, a decrease of £31 million
year-on-year, primarily as a result of lower average net
debt.
The
headline tax rate (excluding associate income) was 23.5% (2019:
23.0%). The reported tax charge was £129 million (2019:
£275 million). Given the Group’s geographic mix of
profits and the changing international tax environment, the tax
rate is expected to increase slightly over the next few
years.
Earnings and dividend
Headline
profit before tax was down 23.6% to £1.0 billion, and down 24.6%
like-for-like.
Losses
attributable to share owners were £3.0 billion, again
reflecting principally the £3.1 billion of impairments and
£451 million of other net exceptional losses.
Headline
diluted earnings per share from continuing operations fell by 23.3%
to 59.9p and was down 3.8% like-for-like. Reported diluted loss per
share, on the same basis, was 243.2p, compared to earnings per
share of 68.2p in the prior period.
The
Board is proposing a final dividend for 2020 of 14.0p per share,
which together with the interim dividend paid in November 2020
gives a full-year dividend of 24.0p per share. The record date for
the final dividend is 11 June
2021, and the dividend will be payable on 9 July 2021.
Further
details of WPP’s financial performance are provided in
Appendix 1.
Cash flow highlights
|
Twelve months ended (£ million)
|
31 December
2020
|
31 December
2019
|
|
|
Operating (loss)/profit of continuing and discontinued
operations
|
(2,267)
|
1,580
|
|
|
Depreciation and amortisation
|
631
|
686
|
|
|
Impairments and investment write-downs
|
3,316
|
56
|
|
|
Lease payments (inc interest)
|
(399)
|
(355)
|
|
|
Non-cash compensation
|
74
|
71
|
|
|
Net interest paid
|
(100)
|
(190)
|
|
|
Tax paid
|
(372)
|
(536)
|
|
|
Capex
|
(273)
|
(394)
|
|
|
Earnout payments
|
(115)
|
(130)
|
|
|
Other
|
(50)
|
(94)
|
|
|
Trade working capital
|
780
|
563
|
|
|
Other receivables, payables and provisions
|
58
|
(213)
|
|
|
Free cash flow
|
1,283
|
1,044
|
|
|
Disposal proceeds
|
284
|
2,315
|
|
|
Net initial acquisition payments
|
(144)
|
(94)
|
|
|
Dividends
|
(122)
|
(750)
|
|
|
Share repurchases and buybacks
|
(290)
|
(44)
|
|
|
Net cash flow
|
1,011
|
2,471
|
|
In 2020, net cash inflow was £1.0 billion, compared to
£2.5 billion in 2019. The main drivers of the cash flow
performance year-on-year were the lower operating profit as a
result of the impact of the pandemic, lower net disposal proceeds,
and the share buybacks, offset by the very strong working capital
performance and a reduction in the dividend. A summary of the
Group’s unaudited cash flow statement and notes for the
twelve months to 31 December 2020 is provided in Appendix
1.
Balance sheet highlights
As at
31 December 2020 we had cash and cash equivalents of £4.3
billion and total liquidity, including undrawn credit facilities,
of £6.4 billion. Average net debt in 2020 was £2.3
billion, compared to £4.4 billion in the prior period, at 2020
exchange rates. On 31 December 2020 net debt was £0.7 billion,
against £1.5 billion on 31 December 2019, a reduction of
£1.0 billion at 2020 exchange rates. The reduced net debt
figure year-on-year mainly reflects the benefit of the improved
working capital performance and the reduced outflow from dividend
payments.
In May
2020, we issued bonds of €750 million and £250 million.
Our bond portfolio at 31 December 2020 had an average maturity of
7.4 years, with no maturities until 2022.
The
average net debt to EBITDA ratio in the 12 months to 31 December
2020 is 1.57x, which excludes the impact of IFRS 16. This is within
our target range of 1.5 – 1.75x average net debt to
EBITDA.
A
summary of the Group’s unaudited balance sheet and notes as
at 31 December 2020 is provided in Appendix 1.
Adjustment of 30 June 2020 goodwill impairment
The goodwill impairment charge recognised for the year ended 31
December 2020 includes £2.8 billion related to the six-month
period ended 30 June 2020. This figure is £0.3 billion higher
than the £2.5 billion previously reported in our 30 June 2020
interim financial statements as a result of an adjustment to
appropriately reflect the working capital cash flow assumptions in
the impairment model. This has been fully reflected in the
consolidated financial statements for the year ended 31 December
2020, and the amount will be reflected in our future filings,
including in the comparatives included in the 30 June 2021
financial statements. A full analysis is provided in Appendix 1
(Note 14 “Goodwill and Acquisitions”) and Appendix
3.
Appendix 1: Preliminary results for the year ended 31 December
2020
Unaudited preliminary consolidated income statement for the year
ended 31 December 2020
|
£
million
|
Notes
|
2020
|
20191
|
+/(-)%
|
|
|
Continuing operations
|
|
|
|
|
|
|
Revenue
|
7
|
12,002.8
|
13,234.1
|
(9.3)
|
|
|
Costs
of services
|
4
|
(9,987.9)
|
(10,825.1)
|
7.7
|
|
|
Gross profit
|
|
2,014.9
|
2,409.0
|
(16.4)
|
|
|
General
and administrative costs
|
4
|
(4,293.0)
|
(1,113.1)
|
(285.7)
|
|
|
Operating (loss)/profit
|
|
(2,278.1)
|
1,295.9
|
(275.8)
|
|
|
Share
of results of associates
|
5
|
(136.0)
|
14.7
|
-
|
|
|
(Loss)/profit before interest and taxation
|
|
(2,414.1)
|
1,310.6
|
(284.2)
|
|
|
Finance
and investment income
|
6
|
82.7
|
99.0
|
(16.5)
|
|
|
Finance
costs
|
6
|
(312.0)
|
(359.1)
|
13.1
|
|
|
Revaluation
and retranslation of financial instruments
|
6
|
(147.2)
|
163.8
|
-
|
|
|
(Loss)/profit before taxation
|
|
(2,790.6)
|
1,214.3
|
(329.8)
|
|
|
Taxation
|
8
|
(129.3)
|
(275.0)
|
53.0
|
|
|
(Loss)/profit for the year from
continuing operations
|
|
(2,919.9)
|
939.3
|
(410.9)
|
|
|
|
|
|
|
|
|
|
Discontinued operations
|
|
|
|
|
|
|
Profit
for the year from
discontinued
operations
|
13
|
16.4
|
10.8
|
51.9
|
|
|
|
|
|
|
|
|
|
(Loss)/profit for the year
|
|
(2,903.5)
|
950.1
|
(405.6)
|
|
|
|
|
|
|
|
|
|
Attributable to:
|
|
|
|
|
|
|
Equity
holders of the parent
|
|
|
|
|
|
|
|
Continuing
operations
|
(2,973.8)
|
860.1
|
(445.8)
|
|
|
|
Discontinued
operations
|
6.5
|
(3.8)
|
271.1
|
|
|
|
|
(2,967.3)
|
856.3
|
(446.5)
|
|
|
Non-controlling
interests
|
|
|
|
|
|
|
|
Continuing
operations
|
53.9
|
79.2
|
31.9
|
|
|
|
Discontinued
operations
|
9.9
|
14.6
|
32.2
|
|
|
|
|
63.8
|
93.8
|
32.0
|
|
|
|
|
|
|
|
|
|
|
|
(2,903.5)
|
950.1
|
(405.6)
|
|
|
Earnings per share from continuing and discontinued
operations
|
|
|
|
|
|
|
Basic
earnings per ordinary share
|
10
|
(242.7p)
|
68.5p
|
(454.3)
|
|
|
Diluted
earnings per ordinary share
|
10
|
(242.7p)
|
67.9p
|
(457.4)
|
|
|
|
|
|
|
|
|
|
Earnings per share from continuing operations
|
|
|
|
|
|
|
Basic
earnings per ordinary share
|
10
|
(243.2p)
|
68.8p
|
(453.5)
|
|
|
Diluted
earnings per ordinary share
|
10
|
(243.2p)
|
68.2p
|
(456.6)
|
|
1 Figures have been
restated as described in note 2.
Unaudited preliminary consolidated statement of comprehensive
income for the year ended 31 December 2020
|
£
million
|
|
2020
|
20191
|
|
|
(Loss)/profit for the year
|
|
(2,903.5)
|
950.1
|
|
|
Items that may be reclassified subsequently to profit or
loss:
|
|
|
|
|
|
Exchange
adjustments on foreign currency net investments
|
|
23.6
|
(625.1)
|
|
|
Exchange
adjustments recycled to the income statement on disposal of
discontinued operations
|
|
(20.6)
|
(284.0)
|
|
|
|
|
3.0
|
(909.1)
|
|
|
Items that will not be reclassified subsequently to profit or
loss:
|
|
|
|
|
|
Actuarial
gain/(loss) on defined benefit pension plans
|
|
2.0
|
(36.6)
|
|
|
Deferred tax on
defined benefit pension plans
|
|
7.4
|
6.4
|
|
|
Movements on equity
investments held at fair value through other comprehensive
income
|
|
(127.7)
|
(141.4)
|
|
|
|
|
(118.3)
|
(171.6)
|
|
|
Other comprehensive loss relating to the year
|
|
(115.3)
|
(1,080.7)
|
|
|
Total comprehensive loss relating to the year
|
|
(3,018.8)
|
(130.6)
|
|
|
|
|
|
|
|
|
Attributable to:
|
|
|
|
|
|
Equity
holders of the parent
|
|
|
|
|
|
|
Continuing
operations
|
(3,066.1)
|
180.0
|
|
|
|
Discontinued
operations
|
(12.6)
|
(386.4)
|
|
|
|
|
(3,078.7)
|
(206.4)
|
|
|
Non-controlling
interests
|
|
|
|
|
|
|
Continuing
operations
|
50.5
|
61.9
|
|
|
|
Discontinued
operations
|
9.4
|
13.9
|
|
|
|
|
59.9
|
75.8
|
|
|
|
|
(3,018.8)
|
(130.6)
|
|
1 Figures have been
restated as described in note 2.
Unaudited preliminary consolidated cash flow statement for the year
ended
31 December 2020
|
£
million
|
Notes
|
2020
|
2019
|
|
Net cash inflow from operating activities
|
11
|
2,054.8
|
1,850.5
|
|
Investing activities
|
|
|
|
|
Acquisitions
|
11
|
(178.4)
|
(161.3)
|
|
Disposals
of investments and subsidiaries
|
11
|
272.3
|
2,141.0
|
|
Purchase
of property, plant and equipment
|
|
(218.3)
|
(339.3)
|
|
Purchase
of other intangible assets (including capitalised computer
software)
|
|
(54.4)
|
(54.8)
|
|
Proceeds
on disposal of property, plant and equipment
|
|
11.2
|
174.0
|
|
Net cash (outflow)/inflow from investing activities
|
|
(167.6)
|
1,759.6
|
|
Financing activities
|
|
|
|
|
Repayment
of lease liabilities
|
|
(300.1)
|
(249.8)
|
|
Share
option proceeds
|
|
-
|
0.6
|
|
Cash
consideration for non-controlling interests
|
11
|
(80.6)
|
(62.7)
|
|
Share
repurchases and buy-backs
|
11
|
(290.2)
|
(43.8)
|
|
Net
increase/(decrease) in borrowings
|
11
|
632.8
|
(1,713.2)
|
|
Financing
and share issue costs
|
|
(7.1)
|
(6.4)
|
|
Equity
dividends paid
|
|
(122.0)
|
(750.5)
|
|
Dividends
paid to non-controlling interests in subsidiary
undertakings
|
|
(83.3)
|
(96.2)
|
|
Net cash outflow from financing activities
|
|
(250.5)
|
(2,922.0)
|
|
Net increase in cash and cash equivalents
|
|
1,636.7
|
688.1
|
|
Translation
of cash and cash equivalents
|
|
(99.2)
|
(89.7)
|
|
Cash
and cash equivalents at beginning of year
|
|
2,799.6
|
2,201.2
|
|
Cash and cash equivalents including cash held in disposal group at
end of year
|
|
4,337.1
|
2,799.6
|
|
Cash
and cash equivalents held in disposal group presented as held for
sale
|
|
-
|
(66.3)
|
|
Cash and cash equivalents at end of year
|
11
|
4,337.1
|
2,733.3
|
|
|
|
|
|
|
Reconciliation
of net cash flow to movement in net debt:
|
|
|
|
|
Net increase in cash and cash equivalents
|
|
1,636.7
|
688.1
|
|
Cash
(inflow)/outflow from (increase)/decrease in debt
financing
|
|
(625.7)
|
1,719.6
|
|
Other
movements
|
|
(6.1)
|
(32.5)
|
|
Translation
differences
|
|
(227.2)
|
168.2
|
|
Movement of net debt in the year
|
|
777.7
|
2,543.4
|
|
Net
debt at beginning of year
|
|
(1,473.3)
|
(4,016.7)
|
|
Net debt including net cash in disposal group at end of
year
|
|
(695.6)
|
(1,473.3)
|
|
Net
cash in disposal group
|
|
-
|
(66.3)
|
|
Net debt at end of year
|
12
|
(695.6)
|
(1,539.6)
|
Unaudited preliminary consolidated balance sheet as at 31 December
2020
|
£
million
|
Notes
|
2020
|
20191
|
20181
|
|
Non-current assets
|
|
|
|
|
|
Intangible
assets:
|
|
|
|
|
|
Goodwill
|
14
|
7,388.8
|
10,110.6
|
13,132.6
|
|
Other
|
15
|
1,389.3
|
1,468.8
|
1,842.0
|
|
Property,
plant and equipment
|
|
790.9
|
876.0
|
1,083.0
|
|
Right-of-use
assets
|
|
1,504.5
|
1,734.5
|
-
|
|
Interests
in associates and joint ventures
|
|
330.7
|
813.0
|
796.8
|
|
Other
investments
|
|
387.3
|
498.3
|
666.7
|
|
Deferred
tax assets
|
|
212.9
|
187.9
|
153.0
|
|
Corporate
income tax recoverable
|
|
24.8
|
-
|
-
|
|
Trade
and other receivables
|
16
|
156.2
|
137.6
|
180.0
|
|
|
|
12,185.4
|
15,826.7
|
17,854.1
|
|
Current assets
|
|
|
|
|
|
Corporate
income tax recoverable
|
|
133.1
|
165.4
|
198.7
|
|
Trade
and other receivables
|
16
|
10,972.3
|
11,822.3
|
13,101.5
|
|
Cash
and short-term deposits
|
|
12,899.1
|
11,305.7
|
11,065.8
|
|
|
|
24,004.5
|
23,293.4
|
24,366.0
|
|
Assets
classified as held for sale
|
|
-
|
485.3
|
-
|
|
|
|
24,004.5
|
23,778.7
|
24,366.0
|
|
|
|
|
|
|
|
Current liabilities
|
|
|
|
|
|
Trade
and other payables
|
17
|
(13,859.7)
|
(14,188.1)
|
(15,021.9)
|
|
Corporate
income tax payable
|
|
(330.9)
|
(499.9)
|
(545.9)
|
|
Short-term
lease liabilities
|
|
(323.8)
|
(302.2)
|
-
|
|
Bank
overdrafts, bonds and bank loans
|
|
(8,619.2)
|
(8,798.0)
|
(9,447.7)
|
|
|
|
(23,133.6)
|
(23,788.2)
|
(25,015.5)
|
|
Liabilities
associated with assets classified as held for sale
|
|
-
|
(170.4)
|
-
|
|
|
|
(23,133.6)
|
(23,958.6)
|
(25,015.5)
|
|
Net current assets/(liabilities)
|
|
870.9
|
(179.9)
|
(649.5)
|
|
Total assets less current liabilities
|
|
13,056.3
|
15,646.8
|
17,204.6
|
|
|
|
|
|
|
|
Non-current liabilities
|
|
|
|
|
|
Bonds
and bank loans
|
|
(4,975.5)
|
(4,047.3)
|
(5,634.8)
|
|
Trade
and other payables
|
18
|
(313.5)
|
(449.6)
|
(810.0)
|
|
Corporate
income tax payable
|
|
(1.3)
|
-
|
-
|
|
Deferred
tax liabilities
|
|
(304.1)
|
(379.8)
|
(479.5)
|
|
Provisions
for post-employment benefits
|
|
(156.7)
|
(159.0)
|
(184.3)
|
|
Provisions
for liabilities and charges
|
|
(306.3)
|
(247.8)
|
(311.7)
|
|
Long-term
lease liabilities
|
|
(1,832.5)
|
(1,947.5)
|
-
|
|
|
|
(7,889.9)
|
(7,231.0)
|
(7,420.3)
|
|
|
|
|
|
|
|
Net assets
|
|
5,166.4
|
8,415.8
|
9,784.3
|
|
|
|
|
|
|
|
Equity
|
|
|
|
|
|
Called-up
share capital
|
19
|
129.6
|
132.8
|
133.3
|
|
Share
premium account
|
|
570.3
|
570.3
|
569.7
|
|
Other
reserves
|
|
196.0
|
(169.9)
|
962.4
|
|
Own
shares
|
|
(1,118.3)
|
(1,178.7)
|
(1,255.7)
|
|
Retained
earnings
|
|
5,070.7
|
8,689.9
|
8,950.2
|
|
Equity shareholders’ funds
|
|
4,848.3
|
8,044.4
|
9,359.9
|
|
Non-controlling
interests
|
|
318.1
|
371.4
|
424.4
|
|
Total equity
|
|
5,166.4
|
8,415.8
|
9,784.3
|
1 Figures have been restated as described in note
2.
Unaudited preliminary consolidated statement of changes in equity
for the year ended 31 December 2020
|
£
million
|
Called-up share capital
|
Share premium account
|
Other reserves1
|
Own
shares
|
Retained
earnings1
|
Total equity share
holders’ funds1
|
Non- controlling interests
|
Total1
|
|
Restated
balance at 1 January 2019
|
133.3
|
569.7
|
962.4
|
(1,255.7)
|
8,950.2
|
9,359.9
|
424.4
|
9,784.3
|
|
Accounting policy
change (IFRS 16)
|
-
|
-
|
-
|
-
|
(128.9)
|
(128.9)
|
-
|
(128.9)
|
|
Deferred tax on
accounting policy change (IFRS 16)
|
-
|
-
|
-
|
-
|
27.8
|
27.8
|
-
|
27.8
|
|
Revised
balance at 1 January 2019
|
133.3
|
569.7
|
962.4
|
(1,255.7)
|
8,849.1
|
9,258.8
|
424.4
|
9,683.2
|
|
Ordinary shares
issued
|
-
|
0.6
|
-
|
-
|
-
|
0.6
|
-
|
0.6
|
|
Share
cancellations
|
(0.5)
|
-
|
0.5
|
-
|
(47.7)
|
(47.7)
|
-
|
(47.7)
|
|
Treasury share
allocations
|
-
|
-
|
-
|
1.0
|
(1.0)
|
-
|
-
|
-
|
|
Profit
for the year
|
-
|
-
|
-
|
-
|
856.3
|
856.3
|
93.8
|
950.1
|
|
Exchange
adjustments on foreign currency net investments
|
-
|
-
|
(607.1)
|
-
|
-
|
(607.1)
|
(18.0)
|
(625.1)
|
|
Exchange
adjustments recycled to the income statement on disposal of
discontinued operations
|
-
|
-
|
(284.0)
|
-
|
-
|
(284.0)
|
-
|
(284.0)
|
|
Movements on equity
investments held at fair value through other comprehensive
income
|
-
|
-
|
-
|
-
|
(141.4)
|
(141.4)
|
-
|
(141.4)
|
|
Actuarial loss on
defined benefit pension plans
|
-
|
-
|
-
|
-
|
(36.6)
|
(36.6)
|
-
|
(36.6)
|
|
Deferred tax on
defined benefit pension plans
|
-
|
-
|
-
|
-
|
6.4
|
6.4
|
-
|
6.4
|
|
Other
comprehensive loss
|
-
|
-
|
(891.1)
|
-
|
(171.6)
|
(1,062.7)
|
(18.0)
|
(1,080.7)
|
|
Total
comprehensive (loss)/income
|
-
|
-
|
(891.1)
|
-
|
684.7
|
(206.4)
|
75.8
|
(130.6)
|
|
Dividends
paid
|
-
|
-
|
-
|
-
|
(750.5)
|
(750.5)
|
(96.2)
|
(846.7)
|
|
Non-cash
share-based incentive plans (including share options)
|
-
|
-
|
-
|
-
|
71.4
|
71.4
|
-
|
71.4
|
|
Tax
adjustment on share-based payments
|
-
|
-
|
-
|
-
|
3.1
|
3.1
|
-
|
3.1
|
|
Net
movement in own shares held
by ESOP
Trusts
|
-
|
-
|
-
|
76.0
|
(76.0)
|
-
|
-
|
-
|
|
Recognition/remeasurement
of financial instruments
|
-
|
-
|
10.6
|
-
|
13.1
|
23.7
|
-
|
23.7
|
|
Share
purchases – close period commitments2
|
-
|
-
|
(252.3)
|
-
|
-
|
(252.3)
|
-
|
(252.3)
|
|
Acquisition of
subsidiaries3
|
-
|
-
|
-
|
-
|
(56.3)
|
(56.3)
|
(32.6)
|
(88.9)
|
|
Restated
balance at 31 December 2019
|
132.8
|
570.3
|
(169.9)
|
(1,178.7)
|
8,689.9
|
8,044.4
|
371.4
|
8,415.8
|
|
Share
cancellations
|
(3.2)
|
-
|
3.2
|
-
|
(281.2)
|
(281.2)
|
-
|
(281.2)
|
|
Treasury share
allocations
|
-
|
-
|
-
|
0.6
|
(0.6)
|
-
|
-
|
-
|
|
(Loss)/profit for
the year
|
-
|
-
|
-
|
-
|
(2,967.3)
|
(2,967.3)
|
63.8
|
(2,903.5)
|
|
Exchange
adjustments on foreign currency net investments
|
-
|
-
|
27.5
|
-
|
-
|
27.5
|
(3.9)
|
23.6
|
|
Exchange
adjustments recycled to the income statement on disposal of
discontinued operations
|
-
|
-
|
(20.6)
|
-
|
-
|
(20.6)
|
-
|
(20.6)
|
|
Movements on equity
investments held at fair value through other comprehensive
income
|
-
|
-
|
-
|
-
|
(127.7)
|
(127.7)
|
-
|
(127.7)
|
|
Actuarial gain on
defined benefit pension plans
|
-
|
-
|
-
|
-
|
2.0
|
2.0
|
-
|
2.0
|
|
Deferred tax on
defined benefit pension plans
|
-
|
-
|
-
|
-
|
7.4
|
7.4
|
-
|
7.4
|
|
Other
comprehensive income/(loss)
|
-
|
-
|
6.9
|
-
|
(118.3)
|
(111.4)
|
(3.9)
|
(115.3)
|
|
Total
comprehensive income/(loss)
|
-
|
-
|
6.9
|
-
|
(3,085.6)
|
(3,078.7)
|
59.9
|
(3,018.8)
|
|
Dividends
paid
|
-
|
-
|
-
|
-
|
(122.0)
|
(122.0)
|
(83.3)
|
(205.3)
|
|
Non-cash
share-based incentive plans (including share options)
|
-
|
-
|
-
|
-
|
74.4
|
74.4
|
-
|
74.4
|
|
Net
movement in own shares held
by ESOP
Trusts
|
-
|
-
|
-
|
59.8
|
(64.9)
|
(5.1)
|
-
|
(5.1)
|
|
Recognition/remeasurement
of financial instruments
|
-
|
-
|
103.5
|
-
|
(26.6)
|
76.9
|
-
|
76.9
|
|
Share
purchases – close period commitments2
|
-
|
-
|
252.3
|
-
|
-
|
252.3
|
-
|
252.3
|
|
Acquisition of
subsidiaries3
|
-
|
-
|
-
|
-
|
(112.7)
|
(112.7)
|
(29.9)
|
(142.6)
|
|
Balance
at 31 December 2020
|
129.6
|
570.3
|
196.0
|
(1,118.3)
|
5,070.7
|
4,848.3
|
318.1
|
5,166.4
|
1 Figures have been restated as described in note
2.
2 During 2019, the Company entered into an arrangement with
a third party to conduct share buybacks on its behalf in the close
period commencing on 2 January 2020 and ending on 27 February 2020,
in accordance with UK listing rules. The commitment resulting from
this agreement constituted a liability at 31 December 2019 and was
recognised as a movement in other reserves in the year ended 31
December 2019. As the close period ended on 27 February 2020 the
movement in other reserves has been reversed in the year ended 31
December 2020.
3 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.
Notes to the unaudited preliminary consolidated financial
statements
1.
Basis
of accounting
The
unaudited preliminary consolidated financial statements are
prepared under the historical cost convention, except for the
revaluation of certain financial instruments and held for sale
assets as disclosed in our accounting policies.
2.
Accounting
policies
The
unaudited preliminary consolidated financial statements comply with
the recognition and measurement criteria of International Financial
Reporting Standards (IFRS) as adopted by the European Union and
issued by the International Accounting Standards Board (IASB) and
with the accounting policies of the Group which were set out on
pages 140 to 146 of the 2019 Annual Report and Accounts. With the
exception of the impact of Interest Rate Benchmark Reform
(Amendments to IFRS 9, IAS 39 and IFRS 7), which is discussed
below, no changes have been made to the Group’s accounting
policies in the year ended 31 December 2020.
Whilst
the financial information included in this preliminary announcement
has been computed in accordance with IFRS, this announcement does
not itself contain sufficient information to comply with all IFRS
disclosure requirements. The Company’s 2020 Annual Report and
Accounts will be prepared in compliance with IFRS. The unaudited
preliminary announcement does not constitute a dissemination of the
annual financial report and does not therefore need to meet the
dissemination requirements for annual financial reports. A separate
dissemination announcement in accordance with Disclosure and
Transparency Rules (DTR) 6.3 will be made when the annual report
and audited financial statements are available on the
Company’s website.
Impact of Interest Rate Benchmark Reform
The amendments issued by the IASB, Interest Rate Benchmark Reform
(Amendments to IFRS 9, IAS 39 and IFRS 7), are mandatory and are
effective from 1 January 2020. They provide relief on specific
aspects of pre-replacement issues that impact hedge accounting,
whereby entities applying hedge accounting requirements will be
able to assume that the interest rate benchmark on which the hedged
cash flows and cash flows of the hedging instrument are based are
not altered as a result of Interest Rate Benchmark Reform. The
Group does not consider that these amendments have a significant
impact on the financial statements as they provide relief for the
possible effects of the uncertainty arising from interest rate
benchmark reform.
Restatement
After
the consolidated financial statements for the year ended 31
December 2019 were issued it was determined that they did not
comply with certain elements of the application of IAS 32 Financial
Instruments: Presentation and IAS 39 Financial Instruments:
Recognition and Measurement, resulting in the incorrect
presentation of the Company’s notional cash pooling
arrangements on the balance sheet, the inappropriate deferral of
foreign exchange movements in the Company’s translation
reserve due to the inappropriate application of hedge accounting in
respect of non-derivative financial instruments and the
inappropriate discount rate being applied in the calculation of the
fair value of liabilities in respect of put option agreements and
payments due to vendors (earnout agreements).
The
presentation of cash and overdrafts within notional cash pooling
arrangements did not meet the requirements for offsetting in
accordance with IAS 32 Financial Instruments: Presentation. This
resulted in the incorrect presentation of the notional cash pooling
arrangements on the balance sheet. Therefore, there has been a
restatement of the year ended 31 December 2019. The impact of this
change is to increase cash and short-term deposits and bank
overdrafts, bonds and bank loans by £8,336.7 million for the
year ended 31 December 2019 (2018: £8,422.6 million), while
having no impact on the Company’s debt less cash position.
This adjustment does not impact the consolidated income statement
or consolidated cash flow statement.
Net
investment hedging was inappropriately applied against certain
foreign exchange exposures and net investment in foreign
operations, where the relationship was either an ineligible hedging
relationship under IFRS or insufficiently documented, such that the
criteria to apply hedge accounting under IAS 39 Financial
Instruments: Recognition and Measurement were not met. Therefore,
there has been a restatement of the year ended 31 December 2019,
resulting in the reclassification of gains/losses recognised in
exchange adjustments on foreign currency net investments within the
consolidated statement of comprehensive income to be reported in
the consolidated income statement as revaluation and retranslation
of financial instruments (note 6). The impact of this change is a
£245.7 million gain for the year ended 31 December 2019 (2018:
£205.1 million loss) being recognised in revaluation and
retranslation of financial instruments. This change also reduces
the opening retained earnings balance as at 1 January 2019 by
£517.4 million with a corresponding increase in the foreign
currency translation reserve.
Notes to the unaudited preliminary consolidated financial
statements (continued)
2.
Accounting
policies (continued)
The
fair value of liabilities in respect of put option agreements and
payments due to vendors (earnout agreements) are recorded at the
present value of the expected cash outflows of the obligation. The
discount rate historically used in this calculation represented the
Company’s cost of debt. To fully reflect the risk in the cash
flows, the Company has changed the discount rate used in this
calculation, and restated the year ending 31 December 2019 to
reflect the change, which resulted in the following
adjustments:
●
Liabilities in
respect of put options (note 21) have decreased by £22.3
million at 31 December 2019 (2018: £34.0 million) and a charge
of £10.8 million in 2019 (2018: £8.5 million) recognised
in the consolidated income statement within the revaluation and
retranslation of financial instruments (note 6). Other reserves on
the consolidated balance sheet increased by £59.6 million at
31 December 2019 (2018: £51.5 million).
●
Payments due to
vendors (earnout agreements) (note 18) have decreased by £10.1
million at 31 December 2019 (2018: £13.9 million) and a charge
of £2.7 million in 2019 (2018: £32.1 million) recognised
in the consolidated
income statement within the revaluation and retranslation of
financial instruments (note 6). Goodwill on the consolidated
balance sheet decreased by £60.1 million at 31 December 2019
(2018: £70.2 million).
●
These changes also
decreased the opening retained earnings balance as at 1 January
2019 by £73.8 million.
The
restatements described in this note resulted in an increase in the
basic and diluted earnings per share from continuing and
discontinued operations of 18.6p and 18.4p, respectively, for the
year ended 31 December 2019.
Impact of COVID-19 on critical judgements and estimation
uncertainty
The
critical judgements and estimation uncertainty in applying
accounting policies set out on page 145 and 146 of the 2019 Annual
Report and Accounts remain applicable. However, the level of
judgement and estimation uncertainty has increased since 31
December 2019 due to the impact of the COVID-19 pandemic. COVID-19
has had the most significant impact on the following areas of
estimation uncertainty:
Impairment
of goodwill:
Given
the COVID-19 pandemic, impairment indicators such as a decline in
revenue less pass-through costs forecasts, and downturns in the
global economy and the advertising industry were identified in
2020. As such, the Group performed impairment tests over goodwill
and intangible assets with indefinite useful lives. In performing
the impairment tests, estimates are required in regard to the
discount rates, long-term growth rates and the level of cash flows
during the five-year projection period, which involves judgement on
the duration and shape of the recovery from COVID-19. Further
details of the goodwill impairment charge are outlined in note
14.
Expected
credit losses:
Under
IFRS 9, the expected credit losses are measured as the difference
between the asset’s gross carrying amount and the present
value of discounted estimated future cash flows. As a result of the
impact of the COVID-19 pandemic on the Group’s clients,
estimates of future cash flows from clients involve significant
judgement. The Group performed a detailed review of trade
receivables, work in progress and accrued income at 31 December
2020, focussing on significant individual clients along with the
industry and country in which the clients operate where there is
increased risk due to the pandemic. The Group’s approach to
expected credit losses is outlined in note 16.
Payments due to vendors (earnout agreements) and liabilities in
respect of put options:
When measuring the liabilities for earnouts and put options,
estimates are required regarding discount rates and growth rates in
determining future financial performance, which involves judgement
on the duration and shape of the recovery from COVID-19 in this
period. Further details on liabilities for earnouts and put options
are set out in note 21.
Notes to the unaudited preliminary consolidated financial
statements (continued)
2.
Accounting
policies (continued)
Government Support
In reaction to the COVID-19 pandemic, certain governments have
introduced measures to assist companies. A reduction to operating
costs is recorded in relation to government subsidies/schemes where
these amounts will never have to be repaid. Further details of such
amounts are included in note 4. In other cases, this involves the
deferral of certain tax payments in order to stimulate the economy.
The deferral of payments does not impact the income statement and
these are charged as normal in the period they are
incurred.
Statutory information
The
financial information included in this preliminary announcement
does not constitute statutory accounts. The statutory accounts for
the year ended 31 December 2019 have been delivered to the Jersey
Registrar and received an unqualified auditors’ report. The
statutory accounts for the year ended 31 December 2020 will be
finalised on the basis of the financial information presented by
the directors in this unaudited preliminary announcement and will
be delivered to the Jersey Registrar following the Company’s
General Meeting. The audit report for the year ended 31 December
2020 has yet to be signed. The announcement of the preliminary
results was approved on behalf of the board of directors on 11
March 2021.
3.
Currency
conversion
The
presentation currency of the Group is pound sterling and the
unaudited preliminary consolidated financial statements have been
prepared on this basis.
The
2020 unaudited preliminary consolidated income statement is
prepared using, among other currencies, average exchange rates of
US$1.2836 to the pound (2019:
US$1.2765) and €1.1248 to the pound (2019:
€1.1403). The unaudited
preliminary consolidated balance sheet as at 31 December 2020 has
been prepared using the exchange rates on that day of US$1.3670 to the pound (2019: US$1.3263) and €1.1166 to the pound (2019:
€1.1813).
Notes to the unaudited preliminary consolidated financial
statements (continued)
4.
Costs
of services and general and administrative costs
|
£
million
|
2020
|
2019
|
|
Continuing operations
|
|
|
|
Costs
of services
|
9,987.9
|
10,825.1
|
|
General
and administrative costs
|
4,293.0
|
1,113.1
|
|
|
14,280.9
|
11,938.2
|
Costs
of services and general and administrative costs
include:
|
£
million
|
2020
|
2019
|
|
Continuing operations
|
|
|
|
Staff
costs
|
6,556.5
|
7,090.6
|
|
Establishment
costs
|
638.5
|
672.9
|
|
Media
pass-through costs
|
1,555.2
|
1,656.2
|
|
Other
costs of services and general and administrative costs1
|
5,530.7
|
2,518.5
|
|
|
14,280.9
|
11,938.2
|
Staff
costs include:
|
£
million
|
2020
|
2019
|
|
Continuing operations
|
|
|
|
Wages
and salaries
|
4,781.0
|
4,946.2
|
|
Cash-based
incentive plans
|
110.7
|
227.6
|
|
Share-based
incentive plans
|
74.4
|
66.0
|
|
Social
security costs
|
570.9
|
591.7
|
|
Pension
costs
|
171.7
|
169.7
|
|
Severance
|
68.2
|
42.6
|
|
Other
staff costs
|
779.6
|
1,046.8
|
|
|
6,556.5
|
7,090.6
|
Other
costs of services and general and administrative costs
include:
|
£
million
|
2020
|
2019
|
|
Continuing operations
|
|
|
|
Amortisation and
impairment of acquired intangible assets
|
89.1
|
121.5
|
|
Goodwill
impairment
|
2,822.9
|
47.7
|
|
Gains
on disposal of investments and subsidiaries
|
(7.8)
|
(40.4)
|
|
Gains
on remeasurement of equity interests arising from a change in scope
of ownership
|
(0.6)
|
(0.4)
|
|
Investment and
other write-downs
|
296.2
|
7.5
|
|
Restructuring and
transformation costs
|
80.7
|
153.5
|
|
Restructuring costs
in relation to COVID-19
|
232.5
|
-
|
|
Litigation
settlement
|
25.6
|
(16.8)
|
|
Gain on
sale of freehold property in New York
|
-
|
(7.9)
|
|
Depreciation of
property, plant and equipment
|
174.8
|
185.5
|
|
Depreciation of
right-of-use assets
|
331.9
|
301.6
|
|
Amortisation of
other intangible assets
|
35.2
|
21.2
|
|
Short-term lease
expense
|
36.7
|
83.8
|
|
Low-value lease
expense
|
2.3
|
2.9
|
1 Other costs of
services and general and administrative costs include £685.6
million (2019: £731.4 million) of other pass-through
costs.
Notes to the unaudited preliminary consolidated financial
statements (continued)
4.
Costs
of services and general and administrative costs
(continued)
Amortisation and impairment of acquired intangibles in 2020
includes an impairment charge in the year of £21.6 million
(2019: £26.5 million) in regard to certain brand names and
customer relationships for entities which have closed.
Further
details of the goodwill impairment charge of £2,822.9 million
are provided in note 14. The goodwill impairment charge of
£47.7 million in 2019 relates to a number of under-performing
businesses in the Group where the impact of past, local economic
conditions and trading circumstances on these businesses is
sufficiently severe to indicate impairment to the carrying value of
goodwill.
Investment
and other write-downs of £296.2 million primarily relate to
the impairment of certain investments in associates, including
£255.6 million in relation to Imagina in Spain.
Restructuring
costs in relation to COVID-19 of £232.5 million primarily
relate to severance and property costs which the Group undertook in
response to the COVID-19 pandemic.
Restructuring
and transformation costs of £80.7 million (2019: £153.5
million) are in relation to the continuing restructuring plan,
first outlined on the Investor Day in December 2018. As part of that plan, restructuring actions have
been taken to right-size under-performing businesses, address
high-cost severance markets and simplify operational structures.
Further restructuring and transformation costs will be incurred in
2021.
In
2020, a provision of £25.6 million was made for potential
legal settlements. In 2019, the Group received £16.8 million
in settlement of a class action lawsuit against Comscore Inc. for
providing materially false and misleading information regarding
their company and its financial performance.
In
2020, the Group received £77.1 million of aid from governments
around the world in relation to the COVID-19 pandemic,
predominantly in Western Continental Europe and Asia Pacific, which
is included as a credit in other staff costs.
Operating
profit includes impairments of £196.7 million arising from the
Group’s re-assessment of its property requirements as a
result of effective remote working practises during the COVID-19
pandemic and continued focus on campuses. As management continues
to assess the impact of COVID-19 on long-term working practices and
the Group’s real estate portfolio, further impairments may
occur in the future.
Operating profit includes credits totalling £46.3
million (2019: £26.9 million) relating to the release of excess provisions and other
balances established in respect of acquisitions completed prior to
2019.
In
March 2019, the Group entered into a sale and leaseback agreement
for its office space at 3 Columbus Circle in New York. The Group
sold the freehold for proceeds of £159.0 million and
simultaneously entered into a 15-year lease. The net gain
recognised from the sale and leaseback was £7.9
million.
Gains on disposal of investments and subsidiaries
of £40.4 million in 2019 include a gain of £28.6 million
on the disposal of the Group’s interest in
Chime.
Notes to the unaudited preliminary consolidated financial
statements (continued)
5.
Share
of results of associates
Share
of results of associates include:
|
£
million
|
2020
|
2019
|
|
Continuing operations
|
|
|
|
Share
of profit before interest and taxation
|
142.5
|
99.2
|
|
Share
of exceptional losses
|
(146.1)
|
(47.8)
|
|
Share
of interest and non-controlling interests
|
(91.4)
|
(19.4)
|
|
Share
of taxation
|
(41.0)
|
(17.3)
|
|
|
(136.0)
|
14.7
|
Share
of exceptional losses of £146.1 million (2019: £47.8
million) primarily comprise £54.3 million (2019: £5.3 million)
of amortisation and impairment of acquired intangible assets as
well as restructuring and one-off transaction costs of £89.3
million (2019: £20.3 million) within Kantar.
6.
Finance
and investment income, finance costs and revaluation and
retranslation of financial instruments
Finance
and investment income includes:
|
£
million
|
2020
|
2019
|
|
Continuing operations
|
|
|
|
Income
from equity investments
|
8.7
|
18.3
|
|
Interest
income
|
74.0
|
80.7
|
|
|
82.7
|
99.0
|
Finance
costs include:
|
£
million
|
2020
|
2019
|
|
Continuing operations
|
|
|
|
Net
interest expense on pension plans
|
2.9
|
3.5
|
|
Interest on other
long-term employee benefits
|
3.1
|
3.9
|
|
Interest payable
and similar charges
|
205.0
|
252.0
|
|
Interest expense
related to lease liabilities
|
101.0
|
99.7
|
|
|
312.0
|
359.1
|
|
|
|
|
Revaluation
and retranslation of financial instruments include:
|
£
million
|
2020
|
20191
|
|
Continuing operations
|
|
|
|
Movements in fair
value of treasury instruments
|
15.4
|
0.4
|
|
Premium
on the early repayment of bonds
|
-
|
(63.4)
|
|
Revaluation of
investments held at fair value through profit or loss
|
8.0
|
9.1
|
|
Revaluation of put
options over non-controlling interests
|
12.3
|
(24.3)
|
|
Revaluation of
payments due to vendors (earnout agreements)
|
13.4
|
(3.7)
|
|
Retranslation of
financial instruments
|
(196.3)
|
245.7
|
|
|
(147.2)
|
163.8
|
1 Figures have been
restated to be in accordance with IAS 39 Financial Instruments:
Recognition and Measurement, as described in note 2.
Notes to the unaudited preliminary consolidated financial
statements (continued)
7.
Segmental
analysis
Reported
contributions by operating sector were as follows:
|
£
million
|
|
2020
|
2019
|
|
Continuing operations
|
|
|
|
|
Revenue
|
|
|
|
|
Global
Integrated Agencies
|
|
9,302.5
|
10,205.2
|
|
Public
Relations
|
|
892.9
|
956.5
|
|
Specialist
Agencies
|
|
1,807.4
|
2,072.4
|
|
|
|
12,002.8
|
13,234.1
|
|
Revenue less pass-through costs1
|
|
|
|
|
Global
Integrated Agencies
|
|
7,318.5
|
8,108.1
|
|
Public
Relations
|
|
854.4
|
898.0
|
|
Specialist
Agencies
|
|
1,589.1
|
1,840.4
|
|
|
|
9,762.0
|
10,846.5
|
|
Headline operating profit2
|
|
|
|
|
Global
Integrated Agencies
|
|
967.8
|
1,219.5
|
|
Public
Relations
|
|
141.3
|
140.6
|
|
Specialist
Agencies
|
|
151.4
|
200.5
|
|
|
|
1,260.5
|
1,560.6
|
Reported
contributions by geographical area were as follows:
|
£
million
|
2020
|
2019
|
|
Continuing operations
|
|
|
|
Revenue
|
|
|
|
North
America3
|
4,464.9
|
4,854.7
|
|
United
Kingdom
|
1,637.0
|
1,797.1
|
|
Western
Continental Europe
|
2,441.6
|
2,628.8
|
|
Asia
Pacific, Latin America, Africa & Middle East and Central &
Eastern Europe
|
3,459.3
|
3,953.5
|
|
|
12,002.8
|
13,234.1
|
|
Revenue
less pass-through costs1
|
|
|
|
North
America3
|
3,743.4
|
4,034.3
|
|
United
Kingdom
|
1,233.8
|
1,390.1
|
|
Western
Continental Europe
|
2,019.4
|
2,176.4
|
|
Asia
Pacific, Latin America, Africa & Middle East and Central &
Eastern Europe
|
2,765.4
|
3,245.7
|
|
|
9,762.0
|
10,846.5
|
|
Headline
operating profit2
|
|
|
|
North
America3
|
611.9
|
662.0
|
|
United
Kingdom
|
137.7
|
188.5
|
|
Western
Continental Europe
|
198.7
|
261.5
|
|
Asia
Pacific, Latin America, Africa & Middle East and Central &
Eastern Europe
|
312.2
|
448.6
|
|
|
1,260.5
|
1,560.6
|
1 Revenue less pass-through costs is defined in Appendix
2.
2 Headline operating profit is defined in Appendix
2.
3 North America
includes the US with revenue of £4,216.1 million (2019:
£4,576.5 million), revenue less pass-through costs of £3,524.8
million (2019: £3,806.3 million) and headline operating profit
of £563.7 million (2019: £620.6 million).
Notes to the unaudited preliminary consolidated financial
statements (continued)
8.
Taxation
The tax
rate on reported loss/profit before tax was -4.6% (2019:
22.6%).
The tax
charge comprises:
|
£
million
|
2020
|
2019
|
|
Continuing operations
|
|
|
|
Corporation
tax
|
|
|
|
Current
year
|
310.0
|
423.0
|
|
Prior
years
|
(83.2)
|
(63.4)
|
|
|
226.8
|
359.6
|
|
Deferred
tax
|
|
|
|
Current
year
|
(80.2)
|
(78.3)
|
|
Prior
years
|
(17.3)
|
(6.3)
|
|
|
(97.5)
|
(84.6)
|
|
Tax
charge
|
129.3
|
275.0
|
The tax
charge may be affected by the impact of acquisitions, disposals and
other corporate restructurings, the resolution of open tax issues,
and the ability to use brought forward tax losses. Changes in local
or international tax rules, for example, as a consequence of the
financial support programmes implemented by governments during the
COVID-19 pandemic, changes arising from the application of existing
rules or challenges by tax or competition authorities, may expose
the Group to additional tax liabilities or impact the carrying
value of deferred tax assets, which could affect the future tax
charge.
Liabilities
relating to open and judgemental matters are based upon an
assessment of whether the tax authorities will accept the position
taken, after taking into account external advice where appropriate.
Where the final tax outcome of these matters is different from the
amounts which were initially recorded then such differences will
impact the current and deferred income tax assets and liabilities
in the period in which such determination is made. The Group does
not currently consider that judgements made in assessing tax
liabilities have a significant risk of resulting in any material
additional charges or credits in respect of these matters, within
the next financial year, beyond the amounts already
provided.
In the
UK Budget on 3 March 2021, the Chancellor of the Exchequer
announced an increase in the UK corporation tax rate from 19% to
25%, which is due to be effective from 1 April 2023. This change
was not substantively enacted at the balance sheet date and hence
has not been reflected in the measurement of deferred tax balances
at the period end. This change is not expected to have a material
impact on the Group’s deferred tax balances.
9.
Ordinary
dividends
The
Board has recommended a final dividend of 14.0p (2019: £nil)
per ordinary share in addition to the interim dividend of 10.0p
(2019: 22.7p) per share. This makes a total for the year of 24.0p
(2019: 22.7p). Payment of the final
dividend of 24.0p per ordinary
share will be made on 9 July 2021 to holders of ordinary shares in the
Company on 11 June 2021.
Notes to the unaudited preliminary consolidated financial
statements (continued)
10.
Earnings
per share
Basic EPS
The
calculation of basic reported and headline EPS is as
follows:
Continuing
operations:
|
|
2020
|
20191
|
+/(-)%
|
|
Reported
earnings2
(£ million)
|
(2,973.8)
|
860.1
|
|
|
Headline
earnings3
(£ million)
|
740.3
|
984.2
|
|
|
Weighted average
shares used in basic EPS calculation (million)
|
1,223.0
|
1,250.0
|
|
|
Reported
EPS
|
(243.2p)
|
68.8p
|
(453.5)
|
|
Headline
EPS
|
60.5p
|
78.7p
|
(23.1)
|
Discontinued
operations:
|
|
2020
|
2019
|
+/(-)%
|
|
Reported
earnings2
(£ million)
|
6.5
|
(3.8)
|
|
|
Weighted average
shares used in basic EPS calculation (million)
|
1,223.0
|
1,250.0
|
|
|
Reported
EPS
|
0.5p
|
(0.3p)
|
(266.7)
|
Continuing
and discontinued operations:
|
|
2020
|
20191
|
+/(-)%
|
|
Reported
earnings2
(£ million)
|
(2,967.3)
|
856.3
|
|
|
Weighted average
shares used in basic EPS calculation (million)
|
1,223.0
|
1,250.0
|
|
|
Reported
EPS
|
(242.7p)
|
68.5p
|
(454.3)
|
1 Earnings figures have been restated as described in note
2.
2 Reported earnings is equivalent to profit for the year
attributable to equity holders of the parent.
3 Headline earnings is defined in Appendix 2.
Notes to the unaudited preliminary consolidated financial
statements (continued)
10.
Earnings
per share (continued)
Diluted EPS
The
calculation of diluted reported and headline EPS is as
follows:
Continuing
operations:
|
|
2020
|
20191
|
+/(-)%
|
|
Diluted
reported earnings (£ million)
|
(2,973.8)
|
860.1
|
|
|
Diluted
headline earnings (£ million)
|
740.3
|
984.2
|
|
|
Weighted average
shares used in reported diluted EPS calculation
(million)2
|
1,223.0
|
1,260.6
|
|
|
Weighted average
shares used in headline diluted EPS calculation
(million)
|
1,236.0
|
1,260.6
|
|
|
Diluted
reported EPS
|
(243.2p)
|
68.2p
|
(456.6)
|
|
Diluted
headline EPS
|
59.9p
|
78.1p
|
(23.3)
|
Discontinued
operations:
|
|
2020
|
2019
|
+/(-)%
|
|
Diluted
reported earnings (£ million)
|
6.5
|
(3.8)
|
|
|
Weighted average
shares used in diluted EPS calculation (million)2
|
1,223.0
|
1,260.6
|
|
|
Diluted
reported EPS
|
0.5p
|
(0.3p)
|
(266.7)
|
Continuing
and discontinued operations:
|
|
2020
|
20191
|
+/(-)%
|
|
Diluted
reported earnings (£ million)
|
(2,967.3)
|
856.3
|
|
|
Weighted average
shares used in diluted EPS calculation (million)2
|
1,223.0
|
1,260.6
|
|
|
Diluted
reported EPS
|
(242.7p)
|
67.9p
|
(457.4)
|
A
reconciliation between the shares used in calculating basic and
diluted EPS is as follows:
|
million
|
2020
|
2019
|
|
Weighted
average shares used in basic EPS calculation
|
1,223.0
|
1,250.0
|
|
Dilutive
share options outstanding
|
-
|
0.3
|
|
Other
potentially issuable shares
|
13.0
|
10.3
|
|
Weighted
average shares used in diluted EPS calculation
|
1,236.0
|
1,260.6
|
At 31
December 2020 there were 1,296,080,242 (2019: 1,328,167,813)
ordinary shares in issue, including treasury shares of 70,748,100
(2019: 70,787,730).
1 Earnings figures have been restated as described in note
2.
2 The weighted average shares used in the basic EPS
calculation has also been used for reported diluted EPS due to the
anti-dilutive effect of the weighted average shares calculated for
the reported diluted EPS calculation.
Notes to the unaudited preliminary consolidated financial
statements (continued)
11.
Analysis
of cash flows
The
following tables analyse the items included within the main cash
flow headings on page 19:
Net cash inflow from operating activities:
|
£
million
|
2020
|
20191
|
|
(Loss)/profit
for the year
|
(2,903.5)
|
950.1
|
|
Taxation
|
131.5
|
353.8
|
|
Revaluation and
retranslation of financial instruments
|
147.2
|
(154.4)
|
|
Finance
costs
|
312.3
|
376.4
|
|
Finance
and investment income
|
(82.8)
|
(102.6)
|
|
Share
of results of associates
|
136.0
|
(21.2)
|
|
Goodwill impairment
on classification as held for sale
|
-
|
94.5
|
|
Gain on
sale of discontinued operations
|
(10.0)
|
(73.8)
|
|
Attributable tax
expense on sale of discontinued operations
|
1.9
|
157.4
|
|
Operating
(loss)/profit of continuing and discontinued
operations
|
(2,267.4)
|
1,580.2
|
|
Adjustments
for:
|
|
|
|
Non-cash
share-based incentive plans (including share options)
|
74.4
|
71.4
|
|
Depreciation of
property, plant and equipment
|
174.8
|
203.2
|
|
Depreciation of
right-of-use assets
|
331.9
|
317.9
|
|
Impairment charges
included within restructuring costs
|
196.7
|
-
|
|
Goodwill
impairment
|
2,822.9
|
47.7
|
|
Amortisation and
impairment of acquired intangible assets
|
89.1
|
135.6
|
|
Amortisation of
other intangible assets
|
35.2
|
29.6
|
|
Investment and
other write-downs
|
296.2
|
7.5
|
|
Gains
on disposal of investments and subsidiaries
|
(7.8)
|
(45.1)
|
|
Gains
on remeasurement of equity interests arising from a change in scope
of ownership
|
(0.6)
|
(0.4)
|
|
Gain on
sale of freehold property in New York
|
-
|
(7.9)
|
|
Losses
on sale of property, plant and equipment
|
0.3
|
3.2
|
|
Operating
cash flow before movements in working capital and
provisions
|
1,745.7
|
2,342.9
|
|
Movements in trade
working capital2
|
780.2
|
563.4
|
|
Movements in other
working capital and provisions
|
58.0
|
(213.1)
|
|
Cash
generated by operations
|
2,583.9
|
2,693.2
|
|
Corporation and
overseas tax paid
|
(371.5)
|
(536.0)
|
|
Payment
on early settlement of bonds
|
-
|
(63.4)
|
|
Interest and
similar charges paid
|
(173.9)
|
(270.6)
|
|
Interest paid on
lease liabilities
|
(98.5)
|
(105.1)
|
|
Interest
received
|
73.6
|
80.8
|
|
Investment
income
|
8.7
|
18.3
|
|
Dividends from
associates
|
32.5
|
33.3
|
|
Net
cash inflow from operating activities
|
2,054.8
|
1,850.5
|
1 Figures have been
restated, as described in note 2.
2 Trade working
capital represents trade receivables, work in progress, accrued
income, trade payables and deferred income.
Notes to the unaudited preliminary consolidated financial
statements (continued)
11.
Analysis
of cash flows (continued)
Acquisitions and disposals:
|
£
million
|
2020
|
2019
|
|
Initial
cash consideration
|
(32.8)
|
(3.9)
|
|
Earnout
payments
|
(115.2)
|
(130.2)
|
|
Purchase of other
investments (including associates)
|
(30.4)
|
(27.2)
|
|
Acquisitions
|
(178.4)
|
(161.3)
|
|
|
|
|
|
Proceeds on
disposal of investments and subsidiaries1
|
320.0
|
2,468.5
|
|
Cash
and cash equivalents disposed
|
(47.7)
|
(327.5)
|
|
Disposals
of investments and subsidiaries
|
272.3
|
2,141.0
|
|
|
|
|
|
Cash
consideration for non-controlling interests
|
(80.6)
|
(62.7)
|
|
Net
acquisition payments and investments
|
13.3
|
1,917.0
|
Share repurchases and buy-backs:
|
£
million
|
2020
|
2019
|
|
Purchase of own
shares by ESOP Trusts
|
(5.1)
|
-
|
|
Shares
purchased into treasury
|
(285.1)
|
(43.8)
|
|
|
(290.2)
|
(43.8)
|
Net increase/(decrease) in borrowings:
|
£
million
|
2020
|
2019
|
|
Decrease in
drawings on bank loans
|
(59.6)
|
(70.6)
|
|
Proceeds from issue
of €750 million bonds
|
665.5
|
-
|
|
Proceeds from issue
of £250 million bonds
|
250.0
|
-
|
|
Repayment of
€250 million bonds
|
(223.1)
|
-
|
|
Repayment of
€600 million bonds
|
-
|
(512.7)
|
|
Repayment of $812
million bonds
|
-
|
(618.8)
|
|
Partial
repayment of $272 million bonds
|
-
|
(135.4)
|
|
Partial
repayment of $450 million bonds
|
-
|
(176.2)
|
|
Repayment of
£200 million bonds
|
-
|
(199.5)
|
|
|
632.8
|
(1,713.2)
|
Cash and cash equivalents:
|
£
million
|
2020
|
20192
|
|
Cash at
bank and in hand
|
10,075.0
|
10,442.1
|
|
Short-term bank
deposits
|
2,824.1
|
863.6
|
|
Overdrafts3
|
(8,562.0)
|
(8,572.4)
|
|
|
4,337.1
|
2,733.3
|
1 Proceeds on disposal of investments and subsidiaries
includes return of capital from investments in
associates.
2 Figures have been restated to be in accordance with IAS 32
Financial Instruments: Presentation, as described in note
2.
3 Bank overdrafts are included in cash and cash equivalents
because they form an integral part of the Group’s cash
management.
Notes to the unaudited preliminary consolidated financial
statements (continued)
12.
Net
debt
|
£
million
|
2020
|
20191
|
|
Cash
and short-term deposits
|
12,899.1
|
11,305.7
|
|
Bank
overdrafts, bonds and bank loans due within one year
|
(8,619.2)
|
(8,798.0)
|
|
Bonds
and bank loans due after one year
|
(4,975.5)
|
(4,047.3)
|
|
|
(695.6)
|
(1,539.6)
|
The
Group estimates that the fair value of corporate bonds is
£5,509.1 million at 31 December 2020 (2019: £4,439.8
million). The carrying value of corporate bonds is £4,976.2
million at 31 December 2020 (2019: £4,162.9 million). The
Group considers that the carrying amount of bank loans at 31
December 2020 of £57.2 million (2019: £110.4 million)
approximates their fair value.
The
following table is an analysis of future anticipated cash flows in
relation to the Group’s debt, on an undiscounted basis which,
therefore, differs from the carrying value:
|
£
million
|
2020
|
20191
|
|
Within
one year
|
(182.2)
|
(324.8)
|
|
Between
one and two years
|
(725.6)
|
(204.0)
|
|
Between
two and three years
|
(795.7)
|
(692.1)
|
|
Between
three and four years
|
(649.1)
|
(726.3)
|
|
Between
four and five years
|
(528.2)
|
(634.2)
|
|
Over
five years
|
(3,387.1)
|
(2,761.9)
|
|
Debt financing (including interest) under the Revolving Credit
Facility and in relation to unsecured loan notes
|
(6,267.9)
|
(5,343.3)
|
|
Short-term
overdrafts – within one year
|
(8,562.0)
|
(8,572.4)
|
|
Future anticipated cash flows
|
(14,829.9)
|
(13,915.7)
|
|
Effect
of discounting/financing rates
|
1,235.2
|
1,070.4
|
|
Debt financing
|
(13,594.7)
|
(12,845.3)
|
|
Cash
and short-term deposits
|
12,899.1
|
11,305.7
|
|
Net debt
|
(695.6)
|
(1,539.6)
|
1 Figures have been restated to be in accordance with IAS 32
Financial Instruments: Presentation, as described in note
2.
Notes to the unaudited preliminary consolidated financial
statements (continued)
13.
Assets
held for sale and discontinued operations
On 12
July 2019, the Group announced the proposed sale of its Kantar
business to Bain Capital. On 5
December 2019 the first stage of the transaction completed
with consideration of £2,140.2
million after tax and disposal costs. The sale involved the
Group disposing of the Kantar business and holding a 40% equity
stake post-transaction which is treated as an associate. This
generated a pre-tax gain of £73.8 million, tax charge of
£157.4 million and goodwill impairment of £94.5 million
for the Group in 2019. In 2020 the remaining stages of the
transaction completed with total consideration of £236.1 million after tax and
disposal costs. This generated a pre-tax gain of £10.0 million and a tax charge of
£1.9 million.
Under
IFRS 5: Non-current Assets Held for Sale and Discontinued
Operations where certain conditions are met, an asset or disposal
group that has been put up for sale should be recognised as
‘held for sale’. The criterion was met on 9 July 2019,
following Board approval of the disposal of Kantar to Bain Capital,
representing the date at which the appropriate level of management
was committed to a plan to sell the disposal group. The Kantar
disposal group therefore became held for sale on this
date.
The
Kantar group is classified as a discontinued operation in 2019 and
2020 under IFRS 5, as it forms a separate major line of business
and there was a single co-ordinated plan to dispose of
it.
Results
of the discontinued operations, which have been included in profit
for the year, were as follows:
|
£
million
|
2020
|
2019
|
|
Revenue
|
107.4
|
2,387.5
|
|
Costs
of services
|
(92.3)
|
(1,951.5)
|
|
Gross profit
|
15.1
|
436.0
|
|
General
and administrative costs
|
(4.4)
|
(151.7)
|
|
Operating profit
|
10.7
|
284.3
|
|
Share
of results of associates
|
-
|
6.5
|
|
Profit before interest and taxation
|
10.7
|
290.8
|
|
Finance
income
|
0.1
|
3.6
|
|
Finance
costs
|
(0.3)
|
(17.3)
|
|
Revaluation and
retranslation of financial instruments
|
-
|
(9.4)
|
|
Profit before taxation
|
10.5
|
267.7
|
|
Attributable
tax expense
|
(2.2)
|
(78.8)
|
|
Profit after taxation
|
8.3
|
188.9
|
|
|
|
|
|
Goodwill
impairment on classification as held for sale1
|
-
|
(94.5)
|
|
Gain on
sale of discontinued operations
|
10.0
|
73.8
|
|
Attributable
tax expense on sale of discontinued operations
|
(1.9)
|
(157.4)
|
|
|
|
|
|
Net gain attributable to discontinued operations
|
16.4
|
10.8
|
|
|
|
|
|
Attributable to:
|
|
|
|
Equity
holders of the parent
|
6.5
|
(3.8)
|
|
Non-controlling
interests2
|
9.9
|
14.6
|
|
|
16.4
|
10.8
|
For the
year ended 31 December 2020, the Kantar group contributed
£30.8 million (2019: £322.9 million) to the Group’s
net operating cash flows, paid £0.9 million (2019: £53.2
million) in respect of investing activities and paid £0.7
million (2019: £27.2 million) in respect of financing
activities.
1 Goodwill impairment
of £94.5 million arose from the assessment of fair value less
costs to sell under IFRS 5.
2 In 2020,
non-controlling interests includes £9.3 million recognised on
the disposal of Kantar within WPP Scangroup, a 56.25% owned
subsidiary of the Group.
Notes to the unaudited preliminary consolidated financial
statements (continued)
13.
Assets
held for sale and discontinued operations (continued)
The
gain on sale of discontinued operations is calculated as
follows:
|
£
million
|
2020
|
2019
|
|
Intangible
assets (including goodwill)
|
162.5
|
2,410.0
|
|
Property,
plant and equipment
|
15.1
|
115.7
|
|
Right-of-use
assets
|
27.2
|
103.5
|
|
Interests
in associates and joint ventures
|
4.6
|
92.3
|
|
Other
investments
|
-
|
11.5
|
|
Deferred
tax assets
|
6.1
|
44.1
|
|
Corporate
income tax recoverable
|
16.9
|
49.8
|
|
Trade
and other receivables
|
170.3
|
748.8
|
|
Cash
and cash equivalents
|
32.2
|
324.9
|
|
Trade
and other payables
|
(141.6)
|
(839.8)
|
|
Corporate
income tax payable
|
(5.6)
|
(48.2)
|
|
Lease
liabilities
|
(23.2)
|
(106.3)
|
|
Deferred
tax liabilities
|
(1.3)
|
(98.6)
|
|
Provisions
for post-employment benefits
|
(7.9)
|
(26.7)
|
|
Provisions
for liabilities and charges
|
(0.6)
|
(22.4)
|
|
Net assets
|
254.7
|
2,758.6
|
|
|
|
|
|
Non-controlling
interests
|
(6.1)
|
(19.1)
|
|
Net assets excluding non-controlling interests
|
248.6
|
2,739.5
|
|
|
|
|
|
Consideration
received in cash and cash equivalents
|
240.9
|
2,352.1
|
|
Re-investment
in equity stake1
|
-
|
231.7
|
|
Transaction
costs
|
(4.5)
|
(56.1)
|
|
Deferred
consideration2
|
1.6
|
1.6
|
|
Total consideration received
|
238.0
|
2,529.3
|
|
|
|
|
|
Loss on sale before exchange adjustments
|
(10.6)
|
(210.2)
|
|
Exchange
adjustments recycled to the income statement
|
20.6
|
284.0
|
|
Gain on sale of discontinued operations
|
10.0
|
73.8
|
1 Re-investment in equity stake represents the value of the
Group’s 40% stake in the new Kantar group as part of the
disposal.
2 Deferred consideration in
the year ended 31 December 2019 is made up of £79.6 million
expected to be received in future periods on the satisfaction of
certain conditions and the deferral of £78.0 million
consideration against services the Group will supply to Kantar on
favourable terms in the future.
Notes to the unaudited preliminary consolidated financial
statements (continued)
14.
Goodwill
and acquisitions
Cash-generating
units (CGUs) with significant goodwill and brands with an
indefinite useful life are:
|
CGU
|
Goodwill
|
Brands with an indefinite useful life
|
||
|
£
million
|
2020
|
20191
|
2020
|
2019
|
|
GroupM
|
2,953.7
|
2,921.7
|
-
|
-
|
|
Wunderman
Thompson
|
949.4
|
2,121.9
|
403.9
|
409.7
|
|
VMLY&R
|
411.9
|
901.0
|
193.4
|
199.1
|
|
Ogilvy
|
782.0
|
758.6
|
206.5
|
211.1
|
|
Burson
Cohn & Wolfe
|
591.1
|
739.3
|
128.8
|
130.2
|
|
Other
|
1,700.7
|
2,668.1
|
126.5
|
128.1
|
|
|
7,388.8
|
10,110.6
|
1,059.1
|
1,078.2
|
Other
goodwill represents goodwill on a large number of CGUs, none of
which is individually significant in comparison to the total
carrying value of goodwill. Separately identifiable brands with an
indefinite life are carried at historical cost in accordance with
the Group’s accounting policy for intangible assets. The
carrying values of the other brands with an indefinite useful life
are not individually significant in comparison with the total
carrying value of brands with an indefinite useful
life.
Goodwill
in relation to subsidiary undertakings decreased by £2,721.8
million (2019: £3,022.0 million) in the year. This movement
primarily relates to impairment charges of £2,822.9 million,
partially offset by the effect of currency translation of
£88.4 million, as well as both goodwill arising on
acquisitions completed in the year and adjustments to goodwill
relating to acquisitions completed in prior years.
In
accordance with the Group’s accounting policy, the carrying
values of goodwill and intangible assets with indefinite useful
lives are reviewed for impairment annually or more frequently if
events or changes in circumstances indicate that the asset might be
impaired. The impairment review is undertaken annually on 30
September. Given the COVID-19 pandemic, impairment indicators such
as a decline in revenue less pass-through costs forecasts, and
downturns in the global economy and the advertising industry were
identified in the first half of 2020. As such, the Group performed
an impairment test over goodwill and intangible assets with
indefinite useful lives as at 30 June 2020. Given the continued
impact of COVID-19, an additional impairment test was performed as
of 31 December 2020.
Under
IFRS, an impairment charge is required for both goodwill and other
indefinite-lived assets when the carrying amount exceeds the
"recoverable amount", defined as the higher of fair value less
costs to sell and value in use. The review assessed whether the
carrying value of goodwill and intangible assets with indefinite
useful lives was supported by the value in use determined as the
net present value of future cash flows.
Due to
a significant number of CGUs, the impairment test was performed in
two steps. In the first step, the recoverable amount was calculated
for each CGU using the latest available forecasts for 2020 and/or
2021, nil growth rate thereafter (2019: 3.0%) and a conservative
pre-tax discount rate of 13.5% (2019: 8.5%). The pre-tax discount
rate of 13.5% was above the rate calculated for the global networks
of 12.5%. For smaller CGUs that operate primarily in a particular
region subject to higher risk, the higher of 13.5% or 100 basis
points above the regional discount rate was used in the first
step.
The
recoverable amount was then compared to the carrying amount. CGUs
where the recoverable amount exceeded the carrying amount were not
considered to be impaired. Those CGUs where the recoverable amount
did not exceed the carrying amount were then further reviewed in
the second step.
In the
second step, the CGUs were retested for impairment using more
refined assumptions. This included using a CGU specific pre-tax
discount rate and management forecasts for a projection period of
up to five-years, followed by an assumed long-term growth rate of
2.0% (2019: 3.0%). If the recoverable amount using the more
specific assumptions did not exceed the carrying value of a CGU, an
impairment charge was recorded.
In
developing the cash flows, we considered the impact of the COVID-19
pandemic to our businesses and adjusted projected revenue less
pass-through costs and operating margins in 2020 and/or 2021
accordingly. For the remaining years in the projection period, we
assessed when the cash flows would recover to 2019 levels as
representative of pre-COVID-19 revenue less pass-through costs and
operating margins. For many of our CGUs, recovery to 2019 levels by
2023 was estimated with some CGUs using alternative recovery
profiles as considered appropriate.
1 Figures have been restated, as described in note
2.
Notes to the unaudited preliminary consolidated financial
statements (continued)
14.
Goodwill
and acquisitions (continued)
The
long-term growth rate is derived from management’s best
estimate of the likely long-term trading performance with reference
to external industry reports and other relevant market trends. As
at 31 December 2020, we have assessed long-term industry trends
based on recent historical data including the long-term impact of
COVID-19 and assumed a long-term growth rate of 2.0% (2019: 3.0%).
Management have made the judgement that the long-term growth rate
does not exceed the long-term average growth rate for the
industry.
The
discount rate uses the capital asset pricing model (CAPM) to derive
the cost of equity along with an estimated cost of debt that is
weighted by an appropriate capital structure to derive an
indication of a weighted average cost of capital. The cost of
equity is calculated based on long-term government bond yield, an
estimate of the required premium for investment in equity relative
to government securities and further considers the volatility
associated with peer public companies relative to the market. The
cost of debt reflects an estimated market yield for long-term debt
financing after taking into account the credit profile of public
peer companies in the industry. The capital structure used to
weight the cost of equity and cost of debt has been derived from
the observed capital structure of public peer
companies.
Given
current market factors, there has been an increase in the estimated
cost of equity from previous years. This has been driven by
increased levels of market uncertainty and volatility which is
reflected in the market valuations for global advertising agencies.
This has led to upward adjustments to the estimates for the equity
risk premium as well as the applicable beta (i.e., volatility of
public peer companies relative to the market). Additionally, given
the magnitude of the declines in our market capitalisation, the
cost of equity reflects an increase in the size premium applicable
to the Group, and a company specific risk premium to reflect
implied market discount rates. This increase in the cost of equity,
combined with an increase in the cost of debt as a result of
increased corporate bond yields, resulted in the discount rates
applied to our CGUs increasing relative to the prior
year.
The
pre-tax discount rate applied to the cash flow projections for the
CGUs that operate globally was 12.5% (2019: 6.3% to 7.4%). We
developed a global discount rate that takes into account the
diverse nature of the operations, as these CGUs operate with a
diverse range of clients in a range of industries throughout the
world, hence are subject to similar levels of market risks. The
pre-tax discount rates applied to the CGUs that have more regional
specific operations ranged from 10.8% to 18.6% for the 30 June 2020
test, 11.3% to 14.4% for the 30 September 2020 test, and 11.2% to
13.6% for the 31 December 2020 test (2019: 4.1% to
13.6%).
Our
approach in determining the recoverable amount utilises a
discounted cash flow methodology, which necessarily involves making
numerous estimates and assumptions regarding revenue less
pass-through costs growth, operating margins, appropriate discount
rates and working capital requirements. The key assumptions used
for estimating cash flow projections in the Group’s
impairment testing are those relating to revenue less pass-through
costs growth and operating margins. The key assumptions take
account of the businesses’ expectations for the projection
period. These expectations consider the macroeconomic environment,
industry and market conditions, the CGU’s historical
performance and any other circumstances particular to the unit,
such as business strategy and client mix.
These
estimates will likely differ from future actual results of
operations and cash flows, and it is possible that these
differences could be material. In addition, judgements are applied
in determining the level of CGU identified for impairment testing
and the criteria used to determine which assets should be
aggregated. A difference in testing levels could affect whether an
impairment is recorded and the extent of impairment
loss.
As part
of the overall effort to simplify operations and become more
client-centric, certain operations have been realigned between the
various networks. These realignments have been reflected in the
CGUs being tested. The most significant of these for the 30 June
2020 test included the treatment of Landor and FITCH as a single
CGU given the collaboration of the two brands from both a
management and client perspective; the shift of certain European
operations into VMLY&R; and the transfer of certain Asian
operations from VMLY&R to Ogilvy in order to improve the
operational synergies and offer in the respective
regions.
Subsequent
realignments were reflected in the September and December tests
including the shift of certain Latin American and European
operations between Wunderman Thompson, VMLY&R and GroupM; and
the transfer of certain Asian operations to VMLY&R that
previously operated independent from a network also to improve the
operational synergies and regional offers.
The
transfers of carrying value between CGUs were determined on a
relative value basis. The impact of these realignments has not had
a significant impact on the impairment figures
recognised.
Notes to the unaudited preliminary consolidated financial
statements (continued)
14.
Goodwill
and acquisitions (continued)
The
goodwill impairment charge of £2,822.9 million largely
reflects the adverse impacts of COVID-19 to a number of businesses
in the Group. The impact of these global economic conditions and
trading circumstances was sufficiently severe to indicate
impairment to the carrying value of goodwill. By operating sector,
£1,820.1 million of the impairment charge relates to Global
Integrated Agencies, £161.5 million relates to Public
Relations and £841.3 million relates to Specialist
Agencies.
The
CGUs with significant impairments of goodwill as at 31 December
2020 are set out in the below table with the latest recoverable
amount determined as of the December test.
|
£
million
|
Operating Sector
|
Recoverable amount
|
Goodwill impairment charge
|
|
Wunderman
Thompson
|
Global
Integrated Agencies
|
1,956.8
|
1,207.5
|
|
VMLY&R
|
Global
Integrated Agencies
|
1,075.7
|
516.9
|
|
Burson
Cohn & Wolfe
|
Public
Relations
|
790.2
|
144.8
|
|
Geometry
Global
|
Specialist
Agencies
|
164.4
|
305.8
|
|
Landor
& FITCH
|
Specialist
Agencies
|
177.6
|
185.4
|
|
Other
|
|
1,409.5
|
462.5
|
|
|
|
5,574.2
|
2,822.9
|
The
goodwill impairment charge recognised for the year ended 31
December 2020 includes £2,812.9 million related to the
six-month period ended 30 June 2020. This figure is £328.2
million higher than the £2,484.7 million previously reported
in the 30 June 2020 interim financial statements as a result of an
adjustment to appropriately reflect the working capital cash flow
assumptions in the impairment model. This has been fully reflected
in the consolidated financial statements for the year ended 31
December 2020, and the amount will be reflected in our future
filings, including in the comparatives included in the 30 June 2021
financial statements.
The
following table presents the CGUs with significant goodwill
impairments that were recognised as at 30 June 2020, both as
previously reported and as adjusted for the identified
adjustment.
|
|
|
As reported
|
As adjusted
|
||
|
CGU
£ million
|
Operating Sector
|
Recoverable amount
as at 30 June 2020
|
Goodwill impairment charge
for the period ended 30 June 2020
|
Recoverable amount
as at 30 June 2020
|
Goodwill impairment charge
for the period ended 30 June 2020
|
|
Wunderman Thompson
|
Global
Integrated Agencies
|
1,932.2
|
1,054.4
|
1,759.5
|
1,207.5
|
|
VMLY&R
|
Global
Integrated Agencies
|
918.3
|
472.0
|
871.0
|
516.9
|
|
Burson Cohn & Wolfe
|
Public
Relations
|
859.8
|
127.0
|
845.9
|
140.3
|
|
Geometry Global
|
Specialist
Agencies
|
205.9
|
232.5
|
128.4
|
305.8
|
|
Landor & FITCH
|
Specialist
Agencies
|
197.5
|
158.1
|
169.5
|
185.4
|
|
Other
|
|
1,349.3
|
440.7
|
1,325.7
|
457.0
|
|
|
|
5,463.0
|
2,484.7
|
5,100.0
|
2,812.9
|
For
more information on the impact to the income statement line items,
see Appendix 3: Adjustment of 30 June 2020 goodwill
impairment.
Acquisitions
The
contribution to revenue and operating profit of acquisitions
completed in the year was not material. There were no material
acquisitions completed during the year or between 31 December 2020
and the date these preliminary consolidated financial statements
were approved.
Notes to the unaudited preliminary consolidated financial
statements (continued)
15.
Other
intangible assets
The
following are included in other intangibles:
|
£
million
|
2020
|
2019
|
|
Brands
with an indefinite useful life
|
1,059.1
|
1,078.2
|
|
Acquired
intangibles
|
240.5
|
323.6
|
|
Other
(including capitalised computer software)
|
89.7
|
67.0
|
|
|
1,389.3
|
1,468.8
|
16.
Trade
and other receivables
Amounts falling due within one year:
|
£
million
|
2020
|
2019
|
|
Trade
receivables
|
6,572.2
|
7,007.6
|
|
Work in
progress
|
264.1
|
349.5
|
|
VAT and
sales taxes recoverable
|
236.6
|
212.7
|
|
Prepayments
|
248.1
|
287.1
|
|
Accrued
income
|
3,150.1
|
3,292.7
|
|
Fair
value of derivatives
|
0.2
|
1.4
|
|
Other
debtors
|
501.0
|
671.3
|
|
|
10,972.3
|
11,822.3
|
Amounts falling due after more than one year:
|
£
million
|
2020
|
2019
|
|
Prepayments
|
2.8
|
2.2
|
|
Fair
value of derivatives
|
9.6
|
-
|
|
Other
debtors
|
143.8
|
135.4
|
|
|
156.2
|
137.6
|
The
Group has applied the practical expedient permitted by IFRS 15 to
not disclose the transaction price allocated to performance
obligations unsatisfied (or partially unsatisfied) as of the end of
the reporting period as contracts typically have an original
expected duration of a year or less.
The
Group considers that the carrying amount of trade and other
receivables approximates their fair value.
Expected credit losses
The
Group has applied the simplified approach to measuring expected
credit losses, as permitted by IFRS 9: Financial Instruments.
Therefore the Group does not track changes in credit risk over the
life of a financial asset, but recognises a loss allowance based on
the financial asset's lifetime expected credit loss. Under IFRS 9,
the expected credit losses are measured as the difference between
the asset’s gross carrying amount and the present value of
estimated future cash flows discounted at the financial
asset’s original effective interest rate. Given the
short-term nature of the Group’s trade receivables, work in
progress and accrued income, which are mainly due from large
national or multinational companies, the Group’s assessment
of expected credit losses includes provisions for specific clients
and receivables where the contractual cash flow is deemed at risk.
Additional provisions are made based on the assessment of
recoverability of aged receivables, where the following criteria
are met:
●
100% of the asset
aged over one year;
●
50% of the asset
aged between 180 days and one year; and
●
sufficient evidence
of recoverability is not evident.
These
criteria form the basis of expected future losses based on
historical loss rates. As a result of the COVID-19 pandemic, the
Group also performed a detailed review of trade receivables, work
in progress and accrued income aged less than 180 days, taking into
account the level of credit insurance the Group has along with
internal and external data including historical and forward-looking
information. This review focused on significant individual clients
along with the industry and country in which the clients operate
where there is increased risk due to the pandemic.
Notes to the unaudited preliminary consolidated financial
statements (continued)
16.
Trade
and other receivables (continued)
This
resulted in a bad debt expense of £40.8 million (2019:
£25.8 million) on the Group’s trade receivables in the
period. The allowance for bad and doubtful debts is equivalent to
1.7% (2019: 1.6%) of gross trade receivables.
17.
Trade
and other payables: amounts falling due within one
year
|
£
million
|
2020
|
20191
|
|
Trade
payables
|
10,206.5
|
10,112.1
|
|
Deferred
income
|
1,153.7
|
1,024.6
|
|
Payments
due to vendors (earnout agreements)
|
57.8
|
143.4
|
|
Liabilities
in respect of put option agreements with vendors
|
9.3
|
75.7
|
|
Fair
value of derivatives
|
1.8
|
1.5
|
|
Share
repurchases – close period commitments2
|
-
|
252.3
|
|
Other
creditors and accruals
|
2,430.6
|
2,578.5
|
|
|
13,859.7
|
14,188.1
|
The
Group considers that the carrying amount of trade and other
payables approximates their fair value.
18.
Trade
and other payables: amounts falling due after more than one
year
|
£
million
|
2020
|
20191
|
|
Payments
due to vendors (earnout agreements)
|
56.5
|
100.3
|
|
Liabilities
in respect of put option agreements with vendors
|
101.4
|
128.8
|
|
Fair
value of derivatives
|
11.2
|
21.2
|
|
Other
creditors and accruals
|
144.4
|
199.3
|
|
|
313.5
|
449.6
|
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
contingent consideration and the directors’ best estimates of
future earnout related obligations:
|
£
million
|
2020
|
20191
|
|
Within
one year
|
57.8
|
143.4
|
|
Between
1 and 2 years
|
17.2
|
36.3
|
|
Between
2 and 3 years
|
6.0
|
34.6
|
|
Between
3 and 4 years
|
30.5
|
12.3
|
|
Between
4 and 5 years
|
2.8
|
7.7
|
|
Over 5
years
|
-
|
9.4
|
|
|
114.3
|
243.7
|
The
Group’s 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 year:
|
£
million
|
2020
|
20191
|
|
At the beginning of the year
|
243.7
|
400.8
|
|
Earnouts
paid
|
(115.2)
|
(130.0)
|
|
New
acquisitions
|
7.3
|
9.6
|
|
Revision
of estimates taken to goodwill
|
(2.8)
|
(14.1)
|
|
Revaluation
of payments due to vendors
|
(13.4)
|
3.8
|
|
Transfer
to disposal group classified as held for sale
|
-
|
(11.5)
|
|
Exchange
adjustments
|
(5.3)
|
(14.9)
|
|
At the end of the year
|
114.3
|
243.7
|
The
Group does not consider there to be any material contingent
liabilities as at 31 December 2020.
1 Figures have been restated to be in accordance with IAS 39
Financial Instruments: Recognition and Measurement, as described in
note 2.
2 During 2019, the Company entered into an arrangement with
a third party to conduct share buybacks on its behalf in the close
period commencing on 2 January 2020 and ending on 27 February 2020,
in accordance with UK listing rules. The commitment resulting from
this agreement constitutes a liability at 31 December 2019, which
is included in Trade and other payables: amounts falling due within
one year and has been recognised as a movement in
equity.
Notes to the unaudited preliminary consolidated financial
statements (continued)
19.
Issued
share capital
|
Number
of equity ordinary shares (million)
|
2020
|
2019
|
|
At the beginning of the year
|
1,328.2
|
1,332.7
|
|
Share
cancellations
|
(32.1)
|
(4.5)
|
|
At the end of the year
|
1,296.1
|
1,328.2
|
20.
Going
concern and liquidity risk
In
considering going concern and liquidity risk, the Directors have
reviewed the Group’s 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
Company’s forecasts and projections, taking account of (i)
reasonably possible declines in revenue less pass-through costs;
(ii) remote declines in revenue less pass-through costs for
stress-testing purposes as a consequence of the COVID-19 pandemic
compared to 2020; and considering the Group's bank covenant and
liquidity headroom and cost mitigation actions which are and which
could be implemented, show that the Company and the Group would be
able to operate with appropriate liquidity and within its banking
covenants and be able to meet its liabilities as they fall due. The
Company modelled a range of revenue less pass-through costs up to a
decline of 30% compared with the year ended 31 December 2020 and a
number of mitigating cost actions that are available to the
Company. The Directors have concluded that the Group will 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 and that there are no material
uncertainties which gives rise to a significant going concern
risk.
At 31 December 2020, the Group has access to £7.1
billion of committed facilities with
maturity dates spread over the years 2021 to 2046 as
illustrated below:
|
£
million
|
|
|
|
|
|
|
|
|
|
2021
|
2022
|
2023
|
2024
|
2025+
|
|
£ bonds £400m (2.875% ‘46)
|
400.0
|
|
|
|
|
400.0
|
|
US bond $220m (5.625% ‘43)
|
160.8
|
|
|
|
|
160.8
|
|
US bond $93m (5.125% ’42)
|
67.9
|
|
|
|
|
67.9
|
|
£ bonds £250m (3.750% ‘32)
|
250.0
|
|
|
|
|
250.0
|
|
Eurobonds €600m (1.625% ’30)
|
537.3
|
|
|
|
|
537.3
|
|
Eurobonds €750m (2.375%,’27)
|
671.7
|
|
|
|
|
671.7
|
|
Eurobonds €750m (2.25%,’26)
|
671.7
|
|
|
|
|
671.7
|
|
Eurobonds €500m (1.375% ’25)
|
447.8
|
|
|
|
|
447.8
|
|
US bond $750m (3.75%,’24)
|
548.6
|
|
|
|
548.6
|
|
|
Bank revolver ($2,500m ’24)
|
1,828.8
|
|
|
|
1,828.8
|
|
|
Eurobonds €750m (3.0% ’23)
|
671.7
|
|
|
671.7
|
|
|
|
US bond $500m (3.625% ’22)
|
365.8
|
|
365.8
|
|
|
|
|
Eurobonds €250m (3m EURIBOR + 0.45% ’22)
|
223.9
|
|
223.9
|
|
|
|
|
Bank revolver (A$150m ’21, A$270m ‘23)
|
236.7
|
84.5
|
|
152.2
|
|
|
|
Total committed facilities available
|
7,082.7
|
84.5
|
589.7
|
823.9
|
2,377.4
|
3,207.2
|
|
Drawn down facilities at 31 December 2020
|
5,059.5
|
42.3
|
589.7
|
671.7
|
548.6
|
3,207.2
|
|
Undrawn committed credit facilities
|
2,023.2
|
|
|
|
|
|
|
Drawn down facilities at 31 December 2020
|
5,059.5
|
|
|
|
|
|
|
Net cash at 31 December 2020
|
(4,337.1)
|
|
|
|
|
|
|
Other adjustments
|
(26.8)
|
|
|
|
|
|
|
Net debt at 31 December 2020
|
695.6
|
|
|
|
|
|
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
Group’s 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
Group’s 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 2019 Annual Report and Accounts and in the
opinion of the Board remain relevant.
Notes to the unaudited preliminary consolidated financial
statements (continued)
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, or based on observable inputs:
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);
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).
|
£
million
|
Level 1
|
Level 2
|
Level 3
|
|
Derivatives in designated hedge relationships
|
|
|
|
|
Derivative
assets
|
-
|
9.6
|
-
|
|
Derivative
liabilities
|
-
|
(6.3)
|
-
|
|
Held at fair value through profit or loss
|
|
|
|
|
Other
investments
|
0.1
|
-
|
263.2
|
|
Derivative
assets
|
-
|
0.2
|
-
|
|
Derivative
liabilities
|
-
|
(6.7)
|
-
|
|
Payments
due to vendors (earnout agreements) (note 18)
|
-
|
-
|
(114.3)
|
|
Liabilities
in respect of put options
|
-
|
-
|
(110.7)
|
|
Held at fair value through other comprehensive income
|
|
|
|
|
Other
investments
|
20.6
|
-
|
103.4
|
Reconciliation of level 3 fair value measurements:
|
£
million
|
Liabilities in respect of put options
|
Other investments
|
|
1 January 2020
|
(204.5)1
|
456.1
|
|
Gains
recognised in the income statement
|
12.3
|
7.9
|
|
Losses
recognised in other comprehensive income
|
-
|
(106.1)
|
|
Additions
|
(4.2)
|
15.9
|
|
Disposals
|
-
|
(7.0)
|
|
Reclassification
from other investments to interests in associates
|
-
|
(0.2)
|
|
Cancellations
|
30.5
|
-
|
|
Settlements
|
52.9
|
-
|
|
Exchange
adjustments
|
2.3
|
-
|
|
31 December 2020
|
(110.7)
|
366.6
|
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 IFRS 9. 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.
Other investments
The
fair value of 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. Certain
investments are valued using revenue multiples.
1 Figures have been restated to be in accordance with IAS 39
Financial Instruments: Recognition and Measurement, as described in
note 2.
Principal risks and uncertainties
The Board regularly reviews the principal and emerging risks and
uncertainties affecting the Group and these are summarised
below:
COVID-19 Pandemic
●
The coronavirus
pandemic negatively impacted our business, revenues, results of
operations, financial condition and prospects in 2020. The extent
of the continued impact of the COVID-19 pandemic on our business
will depend on numerous factors that we are not able to accurately
predict, including the duration and scope of the pandemic,
government actions to mitigate the effects of the pandemic and the
intermediate and long-term impact of the pandemic on our
clients’ spending plans.
Strategic Risks
●
The Group updated
its strategic plan in December 2020, to return the business to
growth and simplify the Group structure. A failure or delay in
implementing and fully realising the benefits from the strategic
plan, may have a material adverse effect on the Group’s
market share and its business, revenues, results of operations,
financial condition, or prospects. The COVID-19 pandemic is
impacting the implementation of the strategic plan and we cannot
predict the extent or duration of the impact.
Operational Risks
Clients
●
The Group competes
for clients in a highly competitive and evolving industry which is
undergoing structural change and which has been accelerated by the
COVID-19 pandemic. Client loss or consolidation or a reduction in
marketing budgets due to recessionary economic conditions, may have
a material adverse effect on the Group’s market share and its
business, revenues, results of operations, financial condition or
prospects.
●
The Group receives
a significant portion of its revenues from a limited number of
large clients and the net loss of one or more of these clients
could have a material adverse effect on the Group’s
prospects, business, financial condition and results of
operations.
People, Culture and Succession
●
The Group’s
performance could be adversely affected if we do not react quickly
enough to changes in our market and fail to attract, develop and
retain key and diverse creative, commercial technology and
management talent or are unable to retain and incentivise key and
diverse talent.
Cyber and Information Security
●
The Group is
undertaking a series of IT transformation programmes to support the
Group’s strategic plan and a failure or delay in implanting
the IT programmes may have a material adverse effect on its
business, revenues, results of operations, financial conditions or
prospects. The Group is reliant on third parties for the
performance of a significant part of its information technology and
operational functions. A failure to provide these functions
including as a result of a cyber event, could have an adverse
effect on the Group's business. A significant percentage of the
Group’s people continue to work remotely as a consequence of
the COVID-19 pandemic which has the potential to increase the risk
of compromised data security and cyber-attacks.
Financial Risks
●
The Group is
subject to credit risk through the default of a client or other
counterparty.
Principal risks and uncertainties (continued)
Compliance Risks
●
The Group is
subject to strict data protection and privacy legislation in the
jurisdictions in which we operate and rely extensively on
information technology systems. The Group stores, transmits and
relies on critical and sensitive data. Security of this type of
data is exposed to escalating external cyber threats that are
increasing in sophistication as well as internal
breaches.
●
The Group’s
performance could be adversely impacted if it failed to ensure
adequate internal control procedures are in place generally and
through the period of remote working as a consequence of the
COVID-19 pandemic.
Regulatory, Sanctions, Anti-Trust and Taxation
●
The Group may be
subject to regulations restricting its activities or effecting
changes in taxation for example as a consequence of the financial
support programmes implemented by governments during the COVID-19
pandemic.
●
The Group is
subject to anti-corruption, anti-bribery and anti-trust legislation
and enforcement in the countries in which it operates.
●
Civil liabilities
or judgements against the Company or its Directors or officers
based on United States federal or state securities laws may not be
enforceable in the United States or in England and Wales or in
Jersey.
●
The Group is
subject to the laws of the United States, EU and other
jurisdictions regulating and imposing sanctions on the supply of
services to certain countries. Failure to comply with these laws
could expose the Group to civil and criminal
penalties.
Emerging Risks
●
The Group’s
operations could be disrupted by an increased frequency of extreme
weather and climate-related natural disasters as a consequence of
the physical impacts of climate change in the next 30
years.
●
The Group is
subject to increased reputational risk associated with working on
environmentally detrimental client briefs and/or misrepresenting
environmental claims.
Cautionary statement regarding forward-looking
statements
This
document contains statements that are, or may be deemed to be,
“forward-looking statements”. Forward-looking
statements give the Group’s current expectations or forecasts
of future events. An investor can identify these statements by the
fact that they do not relate strictly to historical or current
facts. They use words such as ‘anticipate’,
‘estimate’, ‘expect’, ‘intend’,
‘will’, ‘project’, ‘plan’,
‘believe’, ‘target’ and other words and
terms of similar meaning in connection with any discussion of
future operating or financial performance.
These
forward-looking statements may include, among other things, plans,
objectives, projections and anticipated future economic performance
based on assumptions and the like that are subject to risks and
uncertainties. As such, actual results or outcomes may differ
materially from those discussed in the forward-looking statements.
Important factors which may cause actual results to differ include
but are not limited to: the unanticipated loss of a material client
or key personnel, delays or reductions in client advertising
budgets, shifts in industry rates of compensation, regulatory
compliance costs or litigation, natural disasters or acts of
terrorism, the Company’s exposure to changes in the values of
other major currencies (because a substantial portion of its
revenues are derived and costs incurred outside of the UK) and the
overall level of economic activity in the Company’s major
markets (which varies depending on, among other things, regional,
national and international political and economic conditions and
government regulations in the world’s advertising markets).
In addition, you should consider the risks described under Item 3D
‘Risk Factors’ in the Group’s Annual Report on
Form 20-F for 2019 and any impacts of the COVID-19 pandemic which
could also cause actual results to differ from forward-looking
information. In light of these and other uncertainties, the
forward-looking statements included in this document should not be
regarded as a representation by the Company that the
Company’s plans and objectives will be achieved. Other than
in accordance with its legal or regulatory obligations (including
under the Market Abuse Regulation, the UK Listing Rules and the
Disclosure Guidance and Transparency Rules of the Financial Conduct
Authority), the Group undertakes no obligation to update any
forward-looking statements, whether as a result of new information,
future events or otherwise. The reader should, however, consult any
additional disclosures that the Group may make in any documents
which it publishes and/or files with the SEC. All readers, wherever
located, should take note of these disclosures. Accordingly, no
assurance can be given that any particular expectation will be met
and investors are cautioned not to place undue reliance on the
forward-looking statements.
Any
forward looking statements made by or on behalf of the Group speak
only as of the date they are made and are based upon the knowledge
and information available to the Directors on the date of this
document
Appendix 2: Alternative performance measures for the year ended 31
December
Management
includes non-GAAP measures as they consider these measures to be
both useful and necessary. They are used by management for internal
performance analyses; the presentation of these measures
facilitates comparability with other companies, although
management’s 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.
Reconciliation of revenue to revenue less pass-through
costs:
|
£
million
|
2020
|
2019
|
|
Continuing operations
|
|
|
|
Revenue
|
12,002.8
|
13,234.1
|
|
Media
pass-through costs
|
(1,555.2)
|
(1,656.2)
|
|
Other
pass-through costs
|
(685.6)
|
(731.4)
|
|
Revenue less pass-through costs
|
9,762.0
|
10,846.5
|
Pass-through
costs comprise fees paid to external suppliers when they are
engaged to perform part or all of a specific project and are
charged directly to clients, predominantly media and data
collection costs. This includes the cost of media where the Group
is buying digital media for its own account on a transparent opt-in
basis and, as a result, the subsequent media pass-through costs
have to be accounted for as revenue, as well as billings.
Therefore, management considers that revenue less pass-through
costs gives a helpful reflection of top-line growth.
Reconciliation of operating (loss)/profit to headline operating
profit:
|
£
million
|
2020
|
2019
|
|
Continuing operations
|
|
|
|
Operating (loss)/profit
|
(2,278.1)
|
1,295.9
|
|
Amortisation
and impairment of acquired intangible assets
|
89.1
|
121.5
|
|
Goodwill
impairment
|
2,822.9
|
47.7
|
|
Gains
on disposal of investments and subsidiaries
|
(7.8)
|
(40.4)
|
|
Gains
on remeasurement of equity interests arising from a change in scope
of ownership
|
(0.6)
|
(0.4)
|
|
Investment
and other write-downs
|
296.2
|
7.5
|
|
Litigation
settlement
|
25.6
|
(16.8)
|
|
Gain on
sale of freehold property in New York
|
-
|
(7.9)
|
|
Restructuring
and transformation costs
|
80.7
|
153.5
|
|
Restructuring
costs in relation to COVID-19
|
232.5
|
-
|
|
Headline operating profit
|
1,260.5
|
1,560.6
|
|
|
|
|
|
Finance
and investment income
|
82.7
|
99.0
|
|
Finance
costs (excluding interest expense related to lease
liabilities)
|
(211.0)
|
(259.4)
|
|
|
(128.3)
|
(160.4)
|
|
|
|
|
|
Interest cover1 on headline
operating profit
|
9.8
times
|
9.7
times
|
Headline
operating profit is one of the metrics that management uses to
assess the performance of the business.
Headline operating profit margin before and after share of results
of associates:
|
£
million
|
Margin
|
2020
|
Margin
|
2019
|
|
Continuing operations
|
|
|
|
|
|
Revenue less pass-through costs
|
|
9,762.0
|
|
10,846.5
|
|
Headline operating profit
|
12.9%
|
1,260.5
|
14.4%
|
1,560.6
|
|
Share
of results of associates (excluding exceptional
gains/losses)
|
|
10.1
|
|
62.5
|
|
Headline PBIT
|
13.0%
|
1,270.6
|
15.0%
|
1,623.1
|
1 Interest expense related to lease liabilities is excluded
from interest cover as lease liabilities are excluded from the
Group’s key leverage metrics.
Calculation of headline EBITDA:
|
£
million
|
2020
|
2019
|
|
Continuing operations
|
|
|
|
Headline
PBIT
|
1,270.6
|
1,623.1
|
|
Depreciation
of property, plant and equipment
|
174.8
|
185.5
|
|
Amortisation
of other intangible assets
|
35.2
|
21.2
|
|
Headline EBITDA (including depreciation of right-of-use
assets)
|
1,480.6
|
1,829.8
|
|
Depreciation
of right-of-use assets
|
331.9
|
301.6
|
|
Headline EBITDA
|
1,812.5
|
2,131.4
|
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
(including depreciation of right-of-use assets) is used in the
Group’s key leverage metric.
Reconciliation of (loss)/profit before taxation to headline PBT and
headline earnings:
|
£
million
|
2020
|
20191
|
|
Continuing operations
|
|
|
|
(Loss)/profit before taxation
|
(2,790.6)
|
1,214.3
|
|
Amortisation
and impairment of acquired intangible assets
|
89.1
|
121.5
|
|
Goodwill
impairment
|
2,822.9
|
47.7
|
|
Gains
on disposal of investments and subsidiaries
|
(7.8)
|
(40.4)
|
|
Gains
on remeasurement of equity interests arising from a change in scope
of ownership
|
(0.6)
|
(0.4)
|
|
Investment
and other write-downs
|
296.2
|
7.5
|
|
Restructuring
and transformation costs
|
80.7
|
153.5
|
|
Restructuring
costs in relation to COVID-19
|
232.5
|
-
|
|
Share
of exceptional losses of associates
|
146.1
|
47.8
|
|
Litigation
settlement
|
25.6
|
(16.8)
|
|
Gain on
sale of freehold property in New York
|
-
|
(7.9)
|
|
Revaluation
and retranslation of financial instruments
|
147.2
|
(163.8)
|
|
Headline PBT
|
1,041.3
|
1,363.0
|
|
Headline
tax charge
|
(242.1)
|
(299.6)
|
|
Headline
non-controlling interests
|
(58.9)
|
(79.2)
|
|
Headline earnings
|
740.3
|
984.2
|
Headline
PBT and headline earnings are metrics that management use to assess
the performance of the business.
Calculation of headline taxation:
|
£
million
|
2020
|
2019
|
|
Continuing operations
|
|
|
|
Headline
PBT
|
1,041.3
|
1,363.0
|
|
Share
of results of associates (excluding exceptional
gains/losses)
|
(10.1)
|
(62.5)
|
|
Headline
PBT excluding headline share of results of associates
|
1,031.2
|
1,300.5
|
|
Tax
charge
|
129.3
|
275.0
|
|
Tax
charge relating to gains on disposal of investments and
subsidiaries
|
(2.7)
|
(6.9)
|
|
Tax
credit relating to restructuring and transformation
costs
|
14.3
|
29.2
|
|
Tax
credit relating to restructuring and transformation costs in
relation to COVID-19
|
51.2
|
-
|
|
Tax
credit relating to gain on sale of freehold property in New
York
|
-
|
0.5
|
|
Tax
charge relating to litigation settlement
|
5.4
|
(4.2)
|
|
Deferred tax impact
of the amortisation of acquired intangible assets and other
goodwill items
|
36.0
|
13.3
|
|
Deferred tax
relating to gains on disposal of investments and
subsidiaries
|
8.6
|
(7.3)
|
|
Headline
tax charge
|
242.1
|
299.6
|
|
Headline tax
rate
|
23.5%
|
23.0%
|
1 Figures have been
restated, as described in note 2.
Following
the disposal of a majority stake in Kantar and its subsequent
classification as an associate in December 2019, the Group
considers the most relevant metric to assess the underlying tax
charge is to use the headline tax charge on headline PBT excluding
the share of headline results of associates, as the tax charge on
associate income is reflected within the share of results of
associates. On this basis, the headline tax rate was 23.5% (2019:
23.0%).
Given
the Group’s geographic mix of profits and the changing
international tax environment, the headline tax rate is expected to
increase slightly over the next few years.
Calculation of headline non-controlling interests:
|
£
million
|
2020
|
2019
|
|
Continuing operations
|
|
|
|
Non-controlling
interests
|
53.9
|
79.2
|
|
Non-controlling
interests relating to restructuring costs in relation to
COVID-19
|
5.0
|
-
|
|
Headline non-controlling interests
|
58.9
|
79.2
|
Reconciliation of free cash flow:
|
£
million
|
2020
|
2019
|
|
Cash generated by continuing and discontinued
operations
|
2,583.9
|
2,693.2
|
|
Plus:
|
|
|
|
Interest
received
|
73.6
|
80.8
|
|
Investment
income
|
8.7
|
18.3
|
|
Dividends
from associates
|
32.5
|
33.3
|
|
Share
option proceeds
|
-
|
0.6
|
|
Less:
|
|
|
|
Earnout
payments
|
(115.2)
|
(130.2)
|
|
Interest
and similar charges paid
|
(173.9)
|
(270.6)
|
|
Purchase
of property, plant and equipment
|
(218.3)
|
(339.3)
|
|
Purchase
of other intangible assets (including capitalised computer
software)
|
(54.4)
|
(54.8)
|
|
Repayment
of lease liabilities
|
(300.1)
|
(249.8)
|
|
Interest
paid on lease liabilities
|
(98.5)
|
(105.1)
|
|
Corporation
and overseas tax paid
|
(371.5)
|
(536.0)
|
|
Dividends
paid to non-controlling interests in subsidiary
undertakings
|
(83.3)
|
(96.2)
|
|
Free cash flow
|
1,283.5
|
1,044.2
|
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 Group’s funds available for
acquisition related payments, dividends to shareholders, 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).
Constant currency and pro forma
(‘like-for-like’)
These
preliminary consolidated financial statements are presented in
pounds sterling. However, the Group’s significant
international operations give rise to fluctuations in foreign
exchange rates. To neutralise foreign exchange impact and
illustrate the underlying change in revenue and profit from one
year to the next, the Group 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.
Management
also believes that discussing pro forma or like-for-like
contributes to the understanding of the Group’s performance
and trends because it allows for meaningful comparisons of the
current year to that of prior years.
Further
details of the constant currency and pro forma methods are given in
the glossary on page 51.
Appendix 3: Adjustment of 30 June 2020 goodwill
impairment
The
goodwill impairment charge recognised for the year ended 31
December 2020 includes £2,812.9 million related to the
six-month period ended 30 June 2020. This figure is £328.2
million higher than the £2,484.7 million previously reported
in the 30 June 2020 interim financial statements as a result of an
adjustment to appropriately reflect the working capital cash flow
assumptions in the impairment model.
The
table below reflects the impact of the adjustment on key income
statement and balance sheet line items. The £333.3 million
adjustment reflects the £328.2 million increase in the
goodwill impairment charge and a £5.1 million increase
primarily in impairment of right-of-use assets with a related
increase in the deferred tax credit of £13.1 million and a
corresponding decrease in deferred tax liabilities.
|
Six months ended 30 June 2020
£ million
|
As previously reported
|
Adjusted
|
|
Continuing operations
|
|
|
|
General and administrative costs
|
3,195.3
|
3,528.6
|
|
Operating loss
|
(2,417.3)
|
(2,750.6)
|
|
Loss before interest and taxation
|
(2,469.2)
|
(2,802.5)
|
|
Loss before taxation
|
(2,843.9)
|
(3,177.2)
|
|
Loss for the period from continuing operations
|
(2,867.9)
|
(3,188.1)
|
|
Loss for the period
|
(2,864.8)
|
(3,185.0)
|
|
Headline operating profit
|
382.3
|
382.3
|
|
Loss for the period attributable to equity holders of the
parent
|
(2,889.0)
|
(3,209.2)
|
|
Weighted average shares used in basic EPS calculation
(million)
|
1,224.7
|
1,224.7
|
|
Reported basic earnings per share
|
(235.9p)
|
(262.0p)
|
|
Goodwill
|
8,096.3
|
7,768.1
|
|
Deferred tax liabilities
|
(398.9)
|
(385.8)
|
|
Net assets
|
5,779.7
|
5,459.5
|
We will
reflect these adjustments in the comparatives included in the 2021
interim financial statements.
Glossary and basis of preparation
Average net debt and net debt
Average
net debt is calculated as the average daily net borrowings of the
Group. Net debt at a period end is calculated as the sum of the net
borrowings of the Group, derived from the cash ledgers and accounts
in the balance sheet. Net debt excludes lease
liabilities.
Billings and estimated net new billings
Billings
comprise the gross amounts billed to clients in respect of
commission-based/fee-based income together with the total of other
fees earned. 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.
Constant currency
The
Group uses US dollar-based, constant currency models to measure
performance. These are calculated by applying budgeted 2020
exchange rates to local currency reported results for the current
and prior year, which excludes any variances attributable to
foreign exchange rate movements.
Exceptional gains/losses
Exceptional
gains/losses include gains/losses on disposal of investments and
subsidiaries, gains/losses on remeasurement of equity interests
arising from a change in scope of ownership, investment and other
write-downs, litigation settlement, gain on sale of freehold
property in New York, restructuring and transformation costs,
restructuring costs in relation to COVID-19 and share of
exceptional gains/losses of associates.
Free cash flow
Free
cash flow is calculated as cash generated by operations plus
dividends received from associates, interest received, investment
income received, and proceeds from the issue of shares, less
corporation and overseas tax paid, interest and similar charges
paid, dividends paid to non-controlling interests in subsidiary
undertakings, repayment of lease liabilities (including interest),
earnout payments and purchases of property, plant and equipment and
purchases of other intangible assets.
General and administrative costs
General
and administrative costs include marketing costs, certain
professional fees, and an allocation of other costs, including
staff and establishment costs, based on the function of employees
within the Group.
Headline earnings
Headline
PBT less headline tax charge and non-controlling
interests.
Headline EBITDA
Profit
before finance income/costs and revaluation and retranslation of
financial instruments, taxation, gains/losses on disposal of
investments and subsidiaries, investment and other write-downs,
goodwill impairment and other goodwill write-downs, amortisation
and impairment of acquired intangible assets, amortisation of other
intangibles, depreciation of property, plant and equipment,
depreciation of right-of-use assets, restructuring and
transformation costs, restructuring costs in relation to COVID-19,
litigation settlement, gain on sale of freehold property in New
York, share of exceptional gains/losses of associates and
gains/losses on remeasurement of equity interests arising from a
change in scope of ownership.
Headline non-controlling interests
Non-controlling
interests excluding non-controlling interests relating to
restructuring costs in relation to COVID-19.
Headline operating profit
Operating
profit before gains/losses on disposal of investments and
subsidiaries, investment and other write-downs, goodwill impairment
and other goodwill write-downs, amortisation and impairment of
acquired intangible assets, restructuring and transformation costs,
restructuring costs in relation to COVID-19, litigation settlement,
gain on sale of freehold property in New York and gains/losses on
remeasurement of equity interests arising from a change in scope of
ownership.
Headline PBIT
Profit
before finance income/costs and revaluation and retranslation of
financial instruments, taxation, gains/losses on disposal of
investments and subsidiaries, investment and other write-downs,
goodwill impairment and other goodwill write-downs, amortisation
and impairment of acquired intangible assets, restructuring and
transformation costs, restructuring costs in relation to COVID-19,
litigation settlement, gain on sale of freehold property in New
York, share of exceptional gains/losses of associates and
gains/losses on remeasurement of equity interests arising from a
change in scope of ownership.
Headline operating profit margin
Headline
operating profit margin is calculated as headline operating profit
as a percentage of revenue less pass-through costs.
Headline PBT
Profit
before taxation, gains/losses on disposal of investments and
subsidiaries, investment and other write-downs, goodwill impairment
and other goodwill write-downs, amortisation and impairment of
acquired intangible assets, restructuring and transformation costs,
restructuring costs in relation to COVID-19, litigation settlement,
gain on sale of freehold property in New York, share of exceptional
gains/losses of associates, gains/losses arising from the
revaluation and retranslation of financial instruments and
gains/losses on remeasurement of equity interests arising from a
change in scope of ownership.
Headline tax charge
Taxation
excluding tax/deferred tax relating to gains/losses on disposal of
investments and subsidiaries, investment and other write-downs,
goodwill impairment and other goodwill write-downs, restructuring
and transformation costs, restructuring costs in relation to
COVID-19, litigation settlement, gain on sale of freehold property
in New York, and the deferred tax impact of the amortisation of
acquired intangible assets and other goodwill items.
Net working capital
The
movement in net working capital consists of movements in trade
working capital and movements in other working capital and
provisions per the analysis of cash flows note.
Pass-through costs
Pass-through
costs comprise fees paid to external suppliers where they are
engaged to perform part or all of a specific project and are
charged directly to clients, predominantly media
costs.
Pro forma (‘like-for-like’)
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 and disposals for the commensurate period in the prior
year. The Group uses the terms ‘pro forma’ and
‘like-for-like’ interchangeably.
Revenue less pass-through costs
Revenue
less pass-through costs is revenue less media and other
pass-through costs.
1 Percentage change in reported
sterling.
2 Like-for-like. LFL 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 reflect the results of acquisitions and disposals for
the commensurate period in the prior year.
3 Not meaningful.
4 Restated, as set out in note 2 of Appendix
1.
5 In this press release not all of the figures and
ratios used are readily available from the unaudited preliminary
results included in Appendix 1. Management believes these non-GAAP
measures, including constant currency and like-for-like growth,
revenue less pass-through costs and headline profit measures, are
both useful and necessary to better understand the Group’s
results. Where required, details of how these have been arrived at
are shown in Appendix 2.
6 Billings, as defined in the glossary on page
51.
7 Asia Pacific, Latin America, Africa & Middle
East and Central & Eastern Europe.
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.
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WPP PLC
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(Registrant)
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Date:
11 March 2021.
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By:
______________________
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Balbir
Kelly-Bisla
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Company
Secretary
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