- Part 3: For the preceding part double click ID:nRSC4151Yb
327.0 250.6
1,273.8 891.5
The Group considers that the carrying amount of trade and other payables approximates their fair value.
The following table sets out payments due to vendors, comprising deferred consideration and the directors' best estimates
of future earnout related obligations:
£ million 2016 2015
Within one year 277.5 126.0
Between 1 and 2 years 220.1 104.9
Between 2 and 3 years 170.2 105.1
Between 3 and 4 years 176.6 110.9
Between 4 and 5 years 122.4 122.5
Over 5 years 9.7 11.9
976.5 581.3
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 2016 2015
At the beginning of the year 581.3 311.4
Earnouts paid (92.3) (43.9)
New acquisitions 359.5 262.2
Revision of estimates taken to goodwill 28.4 19.9
Revaluation of payments due to vendors (note 5) 11.6 35.6
Exchange adjustments 88.0 (3.9)
At the end of the year 976.5 581.3
The Group does not consider there to be any material contingent liabilities as at 31 December 2016.
Notes to the unaudited preliminary consolidated financial statements (continued)
17. Issued share capital - movement in the year
Number of equity ordinary shares (million) 2016 2015
At the beginning of the year 1,329.4 1,325.7
Exercise of share options 2.5 3.7
At the end of the year 1,331.9 1,329.4
18. Related party transactions
From time to time the Group enters into transactions with its associate undertakings. These transactions were not material
for either year presented.
19. Non-GAAP measures of performance
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 profit before interest and taxation to headline PBIT for the year ended 31 December 2016:
£ million 2016 2015
Profit before interest and taxation 2,112.9 1,679.0
Amortisation and impairment of acquired intangible assets 168.4 140.1
Goodwill impairment 27.0 15.1
Gains on disposal of investments and subsidiaries (44.3) (131.0)
Gains on remeasurement of equity interests arising from a change in scope of ownership (232.4) (165.0)
Investment write-downs 86.1 78.7
Restructuring costs 27.4 106.2
IT asset write-downs - 29.1
Share of exceptional losses of associates 15.2 21.8
Headline PBIT 2,160.3 1,774.0
Finance income 80.4 72.4
Finance costs (254.5) (224.1)
(174.1) (151.7)
Interest cover on headline PBIT 12.4 times 11.7 times
Calculation of headline EBITDA:
£ million 2016 2015
Headline PBIT (as above) 2,160.3 1,774.0
Depreciation of property, plant and equipment 220.8 194.7
Amortisation of other intangible assets 38.6 33.7
Headline EBITDA 2,419.7 2,002.4
Notes to the unaudited preliminary consolidated financial statements (continued)
19. Non-GAAP measures of performance (continued)
Net sales margin before and after share of results of associates:
£ million Margin 2016 Margin 2015
Net sales 12,397.8 10,524.3
Headline PBIT 17.4% 2,160.3 16.9% 1,774.0
Share of results of associates (excluding exceptional gains/losses) 65.0 68.8
Headline PBIT excluding share of results of associates 16.9% 2,095.3 16.2% 1,705.2
Reconciliation of profit before taxation to headline PBT and headline earnings for the year ended 31 December 2016:
£ million 2016 2015
Profit before taxation 1,890.5 1,492.6
Amortisation and impairment of acquired intangible assets 168.4 140.1
Goodwill impairment 27.0 15.1
Gains on disposal of investments and subsidiaries (44.3)33 (131.0)3333
Gains on remeasurement of equity interests arising from a change in scope of ownership (232.4) (165.0)
Investment write-downs 86.1 78.7
Restructuring costs 27.4 106.2
IT asset write-downs - 29.1
Share of exceptional losses of associates 15.2 21.8
Revaluation of financial instruments 48.3 34.7
Headline PBT 1,986.2 1,622.3
Headline tax charge (note 7) (417.2) (308.3)
Non-controlling interests (101.5) (84.9)
Headline earnings 1,467.5 1,229.1
Ordinary dividends 616.5 545.8
Dividend cover on headline earnings 2.4 times 2.3 times
Reconciliation of free cash flow for the year ended 31 December 2016:
£ million 2016 2015
Cash generated by operations (note 10) 2,283.3 1,734.3
Plus:
Interest received 73.9 61.3
Investment income 12.5 4.9
Dividends from associates 60.4 72.6
Share option proceeds 27.2 27.6
Proceeds on disposal of property, plant and equipment 7.7 13.4
Movements in other receivables, payables and provisions 269.6 2.5
Less:
Movements in trade working capital (118.3) 161.6
Interest and similar charges paid (242.1) (212.0)
Purchase of property, plant and equipment (252.1) (210.3)
Purchase of other intangible assets (including capitalised computer software) (33.0) (36.1)
Corporation and overseas tax paid (414.2) (301.2)
Dividends paid to non-controlling interests in subsidiary undertakings (89.6) (55.2)
Free cash flow 1,585.3 1,263.4
Notes to the unaudited preliminary consolidated financial statements (continued)
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 directors have concluded that the Group should be
able to operate within its current facilities and comply with its banking covenants for the foreseeable future and
therefore believe it is appropriate to prepare the financial statements of the Group on a going concern basis.
At 31 December 2016, the Group has access to £8.2 billion of committed facilities with maturity dates spread over the years
2017 to 2046 as illustrated below:
£ million
2017 2018 2019 2020 2021+
£ bonds £400m (2.875% '46) 400.0 400.0
US bond $500m (5.625% '43) 405.0 405.0
US bond $300m (5.125% '42) 243.0 243.0
Eurobonds E600m (1.625% '30) 512.6 512.6
Eurobonds E750m (2.25%,'26) 640.8 640.8
US bond $750m (3.75%,'24) 607.5 607.5
Eurobonds E750m (3.0% '23) 640.8 640.8
US bond $500m (3.625% '22) 405.0 405.0
US bond $812m (4.75% '21) 658.0 658.0
Bank revolver ($2,500m) 2,025.1 2,025.1
£ bonds £200m (6.375% '20) 200.0 200.0
Eurobonds E600m (0.75% '19) 512.6 512.6
Bank revolver (A$520m) 304.0 304.0
Eurobonds E252m (0.43% '18) 215.3 215.3
£ bonds £400m (6.0% '17) 400.0 400.0
Total committed facilities available 8,169.7 400.0 215.3 816.6 200.0 6,537.8
Drawn down facilities at 31 December 2016 6,047.4 400.0 215.3 719.4 200.0 4,512.7
Undrawn committed credit facilities 2,122.3
Drawn down facilities at 31 December 2016 6,047.4
Net cash at 31 December 2016 (1,902.6)
Other adjustments (14.3)
Net debt at 31 December 2016 4,130.5
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 2015 Annual Report and Accounts
and in the opinion of the Board remain relevant at 31 December 2016.
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 - 20.0 -
Derivative liabilities - (3.0) -
Held for trading
Derivative assets - 3.0 -
Derivative liabilities - (2.9) -
Payments due to vendors (earnout agreements) (note 16) - - (976.5)
Liabilities in respect of put options - - (297.0)
Available for sale
Other investments 429.3 - 881.0
Notes to the unaudited preliminary consolidated financial statements (continued)
21. Financial instruments (continued)
Reconciliation of level 3 fair value measurements1:
£ million Liabilities in respect of put options Other investments
1 January 2016 (234.4) 847.3
Losses recognised in the income statement (17.2) (1.6)
Losses recognised in other comprehensive income - (105.6)
Additions (42.9) 105.7
Disposals - (3.4)
Reclassification from other investments to interests in associates - (74.3)
Settlements 44.9 -
Exchange adjustments (47.4) 112.9
31 December 2016 (297.0) 881.0
Payments due to vendors and liabilities in respect of put options
Future anticipated payments due to vendors in respect of contingent consideration (earnout agreements) are recorded at fair
value, which is the present value of the expected cash outflows of the obligations. Liabilities in respect of put option
agreements are initially recorded at the present value of the redemption amount in accordance with IAS 32 and subsequently
measured at fair value in accordance with IAS 39. Both types of obligations are dependent on the future financial
performance of the entity and it is assumed that future profits are in line with directors' estimates. The directors derive
their estimates from internal business plans together with financial due diligence performed in connection with the
acquisition. At 31 December 2016, the weighted average growth rate in estimating future financial performance was 25.0%,
which reflects the prevalence of recent acquisitions in the faster growing markets and new media sectors. The risk adjusted
discount rate applied to these obligations at 31 December 2016 was 1.5%.
A one percentage point increase or decrease in the growth rate in estimated future financial performance would increase or
decrease the combined liabilities due to earnout agreements and put options by approximately £13.4 million and £17.9
million, respectively. A 0.5 percentage point increase or decrease in the risk adjusted discount rate would decrease or
increase the combined liabilities by approximately £16.0 million and £16.4 million, respectively. An increase in the
liability would result in a loss in the revaluation of financial instruments (note 5), while a decrease would result in a
gain.
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 or on the basis of discounted cash flow models where
appropriate. The sensitivity to changes in unobservable inputs is specific to each individual investment.
1 Payments due to vendors (earnout agreements) are reconciled in note 16.
Notes to the unaudited preliminary consolidated financial statements (continued)
22. Principal risks and uncertainties
The Board has carried out a robust assessment of the principal risks and uncertainties affecting the Group for the year
ended 31 December 2016 and these are updated and summarised below:
Clients
n The Group competes for clients in a highly competitive industry and client loss or consolidation may have a material
adverse effect on the Group's market share and its business, revenues, results of operations, financial condition or
prospects.
n The Group receives a significant portion of its revenues from a limited number of large clients and the loss of these
clients could have a material adverse effect on the Group's prospects, business, financial condition and results of
operations.
Data Security
n Existing and proposed data protection laws may restrict the Group's activities and increase our costs.
n The Group is carrying out an IT transformation project and will rely on third parties for the performance of a
significant part of its information technology and operational functions. A failure to provide these functions could have
an adverse effect on the Group's business.
n The Group stores, transmits and relies on critical and sensitive data. Security of this type of data is exposed to
escalating external threats that are increasing in sophistication, as well as internal breaches.
Financial
n The Group is subject to credit risk through the default of a client or other counterparty.
Operational
n The Group's performance could be adversely impacted if it failed to ensure adequate internal control procedures are in
place in relation to the Group's increased media trading.
People and Succession
n The Group's performance could be adversely affected if it were unable to attract and retain key talent or had inadequate
talent management and succession planning for key management roles at the parent and operating companies.
Regulatory, Sanctions, Anti-Trust and Taxation
n The Group may be subject to regulations restricting its activities or effecting changes in taxation.
n The Group is subject to anti-corruption, anti-bribery and anti-trust legislation and enforcement in the countries in
which it operates.
n 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.
n The Group is subject to 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.
Appendix 2: Preliminary results for the year ended 31 December 2016 in reportable US Dollars1
Unaudited illustrative preliminary consolidated income statement for the year ended 31 December 2016
$ million 2016 2015 +/(-)%
Billings 74,439.6 72,766.7 2.3
Revenue 19,379.3 18,693.2 3.7
Direct costs (2,688.6) (2,614.3) (2.8)
Net sales 16,690.7 16,078.9 3.8
Operating costs (13,989.6) (13,585.1) (3.0)
Operating profit 2,701.1 2,493.8 8.3
Share of results of associates 65.3 71.2 (8.3)
Profit before interest and taxation 2,766.4 2,565.0 7.9
Finance income 109.6 110.9 (1.2)
Finance costs (344.1) (342.6) (0.4)
Revaluation of financial instruments (71.4) (53.2) -
Profit before taxation 2,460.5 2,280.1 7.9
Taxation (516.7) (378.4) (36.5)
Profit for the year 1,943.8 1,901.7 2.2
Attributable to:
Equity holders of the parent 1,808.7 1,771.6 2.1
Non-controlling interests 135.1 130.1 (3.8)
1,943.8 1,901.7 2.2
Headline PBIT 2,864.6 2,704.3 5.9
Net sales margin 17.2% 16.8% 0.42
Headline PBT 2,630.1 2,472.6 6.4
Reported earnings per share3
Basic earnings per ordinary share 141.5¢ 137.5¢ 2.9
Diluted earnings per ordinary share 139.6¢ 134.9¢ 3.5
Headline earnings per share3
Basic earnings per ordinary share 151.6¢ 145.2¢ 4.4
Diluted earnings per ordinary share 149.5¢ 142.5¢ 4.9
1 The unaudited consolidated income statement above is presented in reportable US Dollars for information purposes only and
has been prepared assuming the US Dollar is the reporting currency of the Group, whereby local currency results are
translated into US Dollars at actual monthly average exchange rates in the years presented. Among other currencies, this
includes an average exchange rate of US$1.3547 to the pound for the year ended 31 December 2016 (2015: US$1.5288).
2 Margin points.
3 The basis of the calculations of the Group's earnings per share and headline earnings per share are set out in note 9 of
Appendix 1.
Appendix 3: Preliminary results for the year ended 31 December 2016 in reportable Euros1
Unaudited illustrative preliminary consolidated income statement for the year ended 31 December 2016
E million 2016 2015 +/(-)%
Billings 67,305.1 65,677.2 2.5
Revenue 17,527.2 16,873.7 3.9
Direct costs (2,429.2) (2,360.9) (2.9)
Net sales 15,098.0 14,512.8 4.0
Operating costs (12,627.2) (12,253.5) (3.0)
Operating profit 2,470.8 2,259.3 9.4
Share of results of associates 60.1 64.3 (6.5)
Profit before interest and taxation 2,530.9 2,323.6 8.9
Finance income 99.5 99.5 -
Finance costs (311.4) (308.5) (0.9)
Revaluation of financial instruments (62.2) (48.0) -
Profit before taxation 2,256.8 2,066.6 9.2
Taxation (469.9) (341.8) (37.5).
Profit for the year 1,786.9 1,724.8 3.6
Attributable to:
Equity holders of the parent 1,665.0 1,607.1 3.6
Non-controlling interests 121.9 117.7 (3.6)
1,786.9 1,724.8 3.6
Headline PBIT 2,604.2 2,452.8 6.2
Net sales margin 17.2% 16.9% 0.32
Headline PBT 2,392.3 2,243.8 6.6
Reported earnings per share3
Basic earnings per ordinary share 130.3¢ 124.7¢ 4.5
Diluted earnings per ordinary share 128.5¢ 122.4¢ 5.0
Headline earnings per share3
Basic earnings per ordinary share 138.1¢ 132.0¢ 4.6
Diluted earnings per ordinary share 136.1¢ 129.5¢ 5.1
1 The unaudited consolidated income statement above is presented in reportable Euros for information purposes only and has
been prepared assuming the Euro is the reporting currency of the Group, whereby local currency results are translated into
Euros at actual monthly average exchange rates in the years presented. Among other currencies, this includes an average
exchange rate of E1.2234 to the pound for the year ended 31 December 2016 (2015: E1.3782).
2 Margin points
3 The basis of the calculations of the Group's earnings per share and headline earnings per share are set out in note 9 of
Appendix 1.
Appendix 4: Preliminary results for the year ended 31 December
2016in reportable Japanese Yen1
Unaudited illustrative preliminary consolidated income statement for the year ended 31 December 2016
¥ billion 2016 2015 +/(-)%
Billings 8,090.4 8,810.5 (8.2)
Revenue 2,106.7 2,264.1 (7.0)
Direct costs (292.2) (316.8) 7.8
Net sales 1,814.5 1,947.3 (6.8)
Operating costs (1,518.4) (1,644.2) 7.7
Operating profit 296.1 303.1 (2.3)
Share of results of associates 7.3 8.6 (15.1)
Profit before interest and taxation 303.4 311.7 (2.7)
Finance income 12.2 13.3 (8.3)
Finance costs (37.8) (41.4) 8.7
Revaluation of financial instruments (7.1) (6.5) -
Profit before taxation 270.7 277.1 (2.3)
Taxation (56.2) (46.0) (22.2).
Profit for the year 214.5 231.1 (7.2)
Attributable to:
Equity holders of the parent 200.0 215.3 (7.1)
Non-controlling interests 14.5 15.8 8.2
214.5 231.1 (7.2)
Headline PBIT 311.6 328.3 (5.1)
Net sales margin 17.2% 16.9% 0.32
Headline PBT 286.0 300.2 (4.7)
Reported earnings per share3
Basic earnings per ordinary share ¥156.5 ¥167.1 (6.3)
Diluted earnings per ordinary share ¥154.3 ¥164.0 (5.9)
Headline earnings per share3
Basic earnings per ordinary share ¥164.9 ¥176.3 (6.5)
Diluted earnings per ordinary share ¥162.6 ¥173.0 (6.0)¥
1 The unaudited consolidated income statement above is presented in reportable Japanese Yen for information purposes only
and has been prepared assuming the Japanese Yen is the reporting currency of the Group, whereby local currency results are
translated into Japanese Yen at actual monthly average exchange rates in the years presented. Among other currencies, this
includes an average exchange rate of ¥147.3525 to the pound for the year ended 31 December 2016 (2015: ¥185.1067).
2 Margin points
3 The basis of the calculations of the Group's earnings per share and headline earnings per share are set out in note 9 of
Appendix 1.
Glossary and Basis of Preparation
Average net debt
Average net debt is calculated as the average daily net bank borrowings of the Group. Net debt at a year end is calculated
as the sum of the net borrowings of the Group, derived from the cash ledgers and accounts in the balance sheet.
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
2016 exchange rates to local currency reported results for the current and prior year. This gives a US dollar - denominated
income statement which excludes any variances attributable to foreign exchange rate movements.
Free cash flow
Free cash flow is calculated as headline operating profit before non-cash charges for share-based incentive plans,
depreciation of property, plant and equipment and amortisation of other intangible assets, including dividends received
from associates, interest received, investment income received, proceeds from the issue of shares, and proceeds from the
disposal of property, plant and equipment, less corporation and overseas tax paid, interest and similar charges paid,
dividends paid to non-controlling interests in subsidiary undertakings, purchases of property, plant and equipment and
purchases of other intangible assets.
Net sales/Net sales margin
Net sales are revenue less direct costs. Net sales margin is calculated as headline PBIT (defined below) as a percentage of
net sales. The Group has previously used the terms gross margin and gross profit to refer to net sales.
Headline earnings
Headline PBT less headline tax charge and non-controlling interests.
Headline operating profit/Headline PBIT
Profit before finance income/costs and revaluation of financial instruments, taxation, gains/losses on disposal of
investments and subsidiaries, investment write-downs, goodwill impairment and other goodwill write-downs, amortisation and
impairment of acquired intangible assets, Group restructuring costs, IT asset write-downs, share of exceptional
gains/losses of associates and gains/losses on remeasurement of equity interests arising from a change in scope of
ownership.
Headline PBT
Profit before taxation, gains/losses on disposal of investments and subsidiaries, investment write-downs, goodwill
impairment and other goodwill write-downs, amortisation and impairment of acquired intangible assets, Group restructuring
costs, IT asset write-downs, share of exceptional gains/losses of associates, gains/losses arising from the revaluation of
financial instruments, and gains/losses on remeasurement of equity interests arising from a change in scope of ownership.
Headline tax charge
Taxation excluding tax charge/deferred tax relating to gains on disposal of investments and subsidiaries, deferred tax
impact of the amortisation of acquired intangible assets and other goodwill items and tax charge/credit relating to
restructuring costs.
Operating margin
Headline operating profit as a percentage of net sales.
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 for the commensurate year in the prior year. The Group uses the terms 'pro forma' and
'like-for-like' interchangeably.
1 Percentage change in reported sterling
2 Percentage change at constant currency exchange rates
3 Headline earnings before interest, tax, depreciation and amortisation
4 Headline profit before interest and tax
5 Headline profit before interest and tax, as a percentage of net sales
6 Diluted earnings per share based on headline earnings
7 Diluted earnings per share based on reported earnings
8 Return on equity is headline diluted EPS divided by equity share owners funds per share
9 Percentage change at constant currency exchange rates
10 Like-for-like growth at constant currency exchange rates and excluding the effects of acquisitions and disposals
11 Ranked by market capitalisation as at 2 March 2017
12 Short and long-term incentives and the cost of share-based incentives
13 Excluding direct costs, goodwill impairment, amortisation of acquired intangibles, investment gains and write-downs
(in 2016 exceptional gains were £277 million, investment write-downs of £86 million, restructuring charges and costs in
relation to the IT transformation project were £27 million)
14 Percentage change at constant currency exchange rates
15 Like-for-like growth at constant currency exchange rates and excluding the effects of acquisitions and disposals
16 Asia Pacific, Latin America, Africa & Middle East and Central & Eastern Europe
17 Bangladesh, Egypt, Indonesia, South Korea, Mexico, Nigeria, Pakistan, Philippines, Vietnam and Turkey - the Group has
no operations in Iran (accounting for over $1.1 billion revenue, including associates)
18 Colombia, Indonesia, Vietnam, Egypt, Turkey and South Africa (accounting for almost $1 billion revenue, including
associates)
19 Mexico, Indonesia, South Korea and Turkey (accounting for over $820 million revenue, including associates)
20 Brazil, Russia, India and China (accounting for over $2.8 billion revenue, including associates)
21 Percentage change at constant currency exchange rates
22 Like-for-like growth at constant currency exchange rates and excluding the effects of acquisitions and disposals
23 Advertising, Media Investment Management
24 Public Relations & Public Affairs
25 Branding and Identity, Healthcare and Specialist Communications (including direct, digital and interactive)
26 Re-classification of associate business now split between advertising and branding & identity, healthcare and
specialist communications
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