NOTES TO FINANCIAL STATEMENTS
DECEMBER 31, 2016 AND 2015 AND FOR THE YEAR ENDED DECEMBER 31, 2016
1.
|
DESCRIPTION OF THE PLAN
|
The following description of the J. Walter Thompson Company Profit
Sharing and Matched Savings Plan (the Plan) provides only general information. Plan participants should refer to the Plan document for a more complete description of the Plans provisions. The Plan was originally adopted on
December 31, 1942 and was most recently amended and restated on January 21, 2016 in accordance with the Internal Revenue Service (IRS) cyclical determination letter procedures for individually designed plans.
General
The Plan is a defined contribution plan
sponsored by J. Walter Thompson Company LLC (the Company or JWT), subject to the provisions of the Employee Retirement Income Security Act of 1974 (ERISA). Bank of America, N.A. (BOA) is the Trustee
and Record Keeper of the Plan.
Contributions/Eligibility
Deferred Contributions
The Matched Savings portion of the Plan is available to all eligible U.S. employees of J. Walter Thompson Company LLC,
J. Walter Thompson U.S.A., LLC, GTB Agency, LLC (formerly TeamDetroit LLC), GTB Stat, LLC (formerly TeamDetroit Stat LLC), JWT Specialized
Communications, LLC, Team Garage LLC, Mirum LLC (formerly Mirum Inc.), Public Relations & Intl. Sports Marketing, Inc., Direct.com LLC, SCPF America LLC, Santo USA LLC, Data Alliance, Inc., coretech USA LLC, and WPP Group USA, Inc. (each an
indirect wholly-owned subsidiary of WPP plc, each a Participating Employer, and collectively the Participating Employers).
Employees become eligible to participate in the Plan on the first day of the month following their employment commencement date. The Plan
includes an auto-enrollment provision whereby all newly eligible employees are automatically enrolled in the Plan unless they affirmatively elect not to participate in the Plan. Automatically enrolled participants have their deferral rate set at 3%
of eligible compensation and their contributions invested in a designated fund until changed by the participant.
Participating employees
may contribute between 1% and 50% of their eligible compensation in Deferred Contributions (up to the annual federal dollar limit for these contributions) to the Matched Savings portion of the Plan. For Plan years 2016 and 2015, eligible
compensation is limited to $265,000. An eligible employee of a Participating Employer, whether or not a participant in the Plan, may make rollover contributions in accordance with the terms of the Plan.
Matching Contributions
Each Participating Employer determines annually whether a discretionary matching contribution (Matching Contribution) will be made.
To receive a Matching Contribution, if any, an eligible participant must be employed on December 31 of the relevant Plan year and have completed one year of qualifying service as defined by the Plan.
The Company Matching Contribution is made to the account of each participant in an amount up to one half of the first 6% in Deferred
Contributions.
4
J. WALTER THOMPSON COMPANY PROFIT SHARING
AND MATCHED SAVINGS PLAN
NOTES TO FINANCIAL STATEMENTS
DECEMBER 31, 2016 AND 2015 AND FOR THE YEAR ENDED DECEMBER 31, 2016
1.
|
DESCRIPTION OF THE PLAN (continued)
|
Catch-up Contributions
Participating employees who have attained age 50 may contribute an additional percentage of eligible compensation as catch-up contributions in
accordance with the Internal Revenue Code (IRC). The maximum amount of catch-up contributions for the years ended December 31, 2016 and 2015, was $6,000. Catch-up contributions are not eligible for Company Matching Contributions.
Profit Sharing Contributions
The Profit Sharing portion of the Plan is available to eligible U.S. employees of the Participating Employers, except the employees of JWT
Specialized Communications, LLC. Eligible employees must have completed two years of qualifying service before incurring a one year break in service, as defined by the Plan. Annual discretionary Profit Sharing Contributions under the Plan are
determined by the relevant Participating Employer and are allocated to each participant employed by the Participating Employer as of December 31 of the relevant Plan year based upon eligible compensation, as defined by the Plan. There are no
participant contributions to the Profit Sharing portion of the Plan.
Participant Accounts
Each participants account is credited with the participants contributions and allocations of (a) any Company contributions and (b) Plan
earnings (losses), and is charged with an allocation of administrative expenses that are paid by the Plan. The benefit to which a participant is entitled is the benefit that can be provided from the participants vested account balance.
Investments
Participants direct the investment of their
account balances into various investment options offered by the Plan. The Plan currently offers a number of mutual funds, a common collective trust, the MRJ Value Equity Fund, and a WPP Stock Fund, which invests in American Depositary Shares of WPP
plc (WPP plc ADSs).
Vesting
Deferred
Contributions, Catch-up Contributions and their related earnings are 100% vested and non-forfeitable. Matching Contributions and related earnings are not vested and are forfeitable upon termination of employment until a participant completes three
years of service. Profit Sharing Contributions and their related earnings are 100% vested and non-forfeitable.
Forfeited Accounts
At December 31, 2016 and 2015, forfeited non-vested accounts totaled $768,872 and $1,708,384, respectively. These amounts will be used to reduce future
employer contributions or pay Plan expenses. In 2016, employer contributions were reduced by $1,223,367 from forfeited non-vested accounts.
Notes
Receivable from Participants
The Plan provides for loans and hardship withdrawals. Eligible participants can obtain loans from their qualifying
account balances, as defined by the Plan. General purpose loans and residential loans (for purchasing the participants principal residence) are available. A loan to a participant may not be made in an amount less than $1,000. Total outstanding
loans may not exceed the lesser of $50,000 or 50% of the participants vested account balance.
5
J. WALTER THOMPSON COMPANY PROFIT SHARING
AND MATCHED SAVINGS PLAN
NOTES TO FINANCIAL STATEMENTS
DECEMBER 31, 2016 AND 2015 AND FOR THE YEAR ENDED DECEMBER 31, 2016
1.
|
DESCRIPTION OF THE PLAN (continued)
|
Notes Receivable from Participants
(continued)
General purpose loans must be repaid within five years and residential loans must be repaid within twenty
years. However, the term of a loan may not extend beyond the participants employment with a Participating Employer. The notes are secured by the balance in the participants account and bear interest at 1% above the prime rate as
determined quarterly by the Plan Administrator. Principal and interest are paid ratably through payroll deductions. When loans are repaid the principal and interest are reinvested in the investment funds in which the participant is currently
enrolled. At December 31, 2016, interest rates ranged from 4.25% to 9.25% for outstanding loans.
Payment of Benefits
Distributions from the Plan are generally made in the form of a lump-sum payment. Distributions are made at the time of retirement, termination, disability or
death, according to Plan provisions. In addition, upon reaching age 59
1
⁄
2
, participants may elect to withdraw an amount equal to all or any portion of his or
her interest in their vested Company Contributions, Deferred Contributions and Catch-up Contributions, including earnings thereon. In addition, rollover contributions may be withdrawn at any time.
2.
|
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
|
Basis of Accounting
The financial statements of the Plan are prepared on the accrual basis of accounting in accordance with accounting principles generally accepted in the United
States of America (GAAP).
Investment Valuation and Income Recognition
The Plans investments are reported at fair value. Fair value is the price that would be received to sell an asset or paid to transfer a liability in an
orderly transaction between market participants at the measurement date.
Purchases and sales of securities are recorded on a trade-date basis. Interest
income is recorded on the accrual basis. Dividends are recorded on the ex-dividend date. Net appreciation/depreciation includes the Plans gains and losses on investments bought and sold as well as held during the year.
Use of Estimates
The preparation of financial statements
in accordance with GAAP requires Plan management to make estimates and assumptions that affect the reported amounts of assets and liabilities and changes therein, and disclosure of contingent assets and liabilities. Actual results could differ from
those estimates.
Notes Receivable from Participants
Notes receivable from participants are measured at their unpaid principal balance plus any accrued but unpaid interest. Interest income is recorded on the
accrual basis. Related fees are charged directly to the borrowing participants account and are included in administrative expenses when incurred. No allowance for credit losses has been recorded as of December 31, 2016 and 2015. If a
participant does not make loan repayments and the Plan Administrator considers the participant loan to be in default, the loan balance is reduced, and the delinquent participant note receivable is recorded as a benefit payment based on the terms of
the Plan document.
6
J. WALTER THOMPSON COMPANY PROFIT SHARING
AND MATCHED SAVINGS PLAN
NOTES TO FINANCIAL STATEMENTS
DECEMBER 31, 2016 AND 2015 AND FOR THE YEAR ENDED DECEMBER 31, 2016
2.
|
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)
|
Excess Contributions Payable
Amounts payable to participants for contributions in excess of amounts allowed by the IRS are recorded as a liability with a corresponding reduction to
contributions. The Plan distributed the 2016 and 2015 excess contributions to the applicable participants prior to March 15, 2017 and March 15, 2016, respectively.
Payment of Benefits
Benefits are recorded when paid.
Administrative and Investment Expenses
Certain
administrative and investment expenses of maintaining the Plan are paid by the Plan, unless otherwise paid by the Company. Expenses that are paid by the Company are excluded from these financial statements. Fees related to the administration of
notes receivable from participants are charged directly to the participants account and are included in administrative expenses. Investment related expenses are included in net appreciation/depreciation of fair value of investments.
Subsequent Events
The Plans management has
evaluated subsequent events through June 27, 2017, the date the financial statements were available to be issued, and no additional disclosures were required.
3.
|
FAIR VALUE MEASUREMENTS
|
The framework for measuring fair value provides a fair value hierarchy
that prioritizes the inputs to valuation techniques used to measure fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1) and the lowest priority to
unobservable inputs (Level 3). The three levels of the fair value hierarchy under the FASB Accounting Standards Codification (ASC) 820 are described as follows: Level 1 inputs consist of unadjusted quoted prices for identical assets or liabilities
in active markets that the Plan has the ability to access; Level 2 inputs include quoted prices for similar assets or liabilities in active markets, quoted prices in markets that are not active, inputs other than quoted prices that are observable
for the asset or liability, or other inputs that are derived principally from, or corroborated by, observable market data by correlation or other means. If the asset or liability has a specified (contractual) term, the Level 2 input must be
observable for substantially the full term of the asset or liability. Level 3 inputs are unobservable and significant to the fair value measurement.
The
asset or liabilitys fair value measurement level within the fair value hierarchy is based on the lowest level of any input that is significant to the fair value measurement. Valuation techniques maximize the use of relevant observable inputs
and minimize the use of unobservable inputs.
The following is a description of the valuation methodologies used for assets measured at fair value.
7
J. WALTER THOMPSON COMPANY PROFIT SHARING
AND MATCHED SAVINGS PLAN
NOTES TO FINANCIAL STATEMENTS
DECEMBER 31, 2016 AND 2015 AND FOR THE YEAR ENDED DECEMBER 31, 2016
3.
|
FAIR VALUE MEASUREMENTS (continued)
|
Mutual Funds
The mutual funds are valued at the daily closing prices as reported by the fund. Mutual funds held by the Plan are open-end mutual funds that are registered
with the Securities and Exchange Commission. These funds are required to publish their daily net asset value (NAV) and to transact at that price. The mutual funds held by the Plan are deemed to be actively traded.
WPP Stock Fund
The fair value of the WPP Stock Fund is
based on quoted NAVs of the shares held by the Plan at year-end.
MRJ Value Equity Fund
The fair value of the MRJ Value Equity fund, which is not traded in an active market, is based on the fair value of the underlying investments.
Wells Fargo Stable Value Fund C
The investment in the
Wells Fargo Stable Value Fund C, which is solely invested in the Wells Fargo Stable Return Fund G, is composed primarily of fully benefit-responsive investment contracts that are valued at the NAV of the bank collective trust. The NAV is used as a
practical expedient to estimate fair value. This practical expedient would not be used if it is determined to be probable that the fund will sell the investment for an amount different from the reported NAV. Participant transactions (purchases and
sales) may occur daily. If the Plan initiates a full redemption of the collective trust, the issuer reserves the right to require sufficient notification in order to ensure that securities liquidations will be carried out in an orderly business
manner.
The Wells Fargo Stable Value Fund C, included in the table below, files a U.S. Department of Labor Form 5500,
Annual Return/Report of Employee
Benefit Plan
, as a direct filing entity. Accordingly, certain disclosure requirements under FASB ASU 2015-12 with respect to investment strategies for investments measured using the net asset value practical expedient are not required in this
report.
The following tables set forth by level, within the fair value hierarchy, the Plans investments at fair value as of December 31, 2016
and 2015:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Investments at Fair Value as of
December 31, 2016
|
|
|
|
Level 1
|
|
|
Level 2
|
|
|
Total
|
|
|
|
|
|
Mutual funds
|
|
$
|
273,499,602
|
|
|
$
|
|
|
|
$
|
273,499,602
|
|
MRJ Value Equity Fund
|
|
|
|
|
|
|
47,100,477
|
|
|
|
47,100,477
|
|
WPP Stock Fund
|
|
|
11,115,647
|
|
|
|
|
|
|
|
11,115,647
|
|
Cash equivalent and accrued income
|
|
|
147,696
|
|
|
|
|
|
|
|
147,696
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total investments in the fair value hierarchy
|
|
|
284,762,945
|
|
|
|
47,100,477
|
|
|
|
331,863,422
|
|
|
|
|
|
Investment in Wells Fargo Stable Value Fund C (a)
|
|
|
|
|
|
|
|
|
|
|
42,449,164
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Investments at fair value
|
|
$
|
284,762,945
|
|
|
$
|
47,100,477
|
|
|
$
|
374,312,586
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
8
J. WALTER THOMPSON COMPANY PROFIT SHARING
AND MATCHED SAVINGS PLAN
NOTES TO FINANCIAL STATEMENTS
DECEMBER 31, 2016 AND 2015 AND FOR THE YEAR ENDED DECEMBER 31, 2016
3.
|
FAIR VALUE MEASUREMENTS (continued)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Investments at Fair Value as of
December 31, 2015
|
|
|
|
Level 1
|
|
|
Level 2
|
|
|
Total
|
|
|
|
|
|
Mutual funds
|
|
$
|
262,868,462
|
|
|
$
|
|
|
|
$
|
262,868,462
|
|
MRJ Value Equity Fund
|
|
|
|
|
|
|
46,398,299
|
|
|
|
46,398,299
|
|
WPP Stock Fund
|
|
|
11,256,460
|
|
|
|
|
|
|
|
11,256,460
|
|
Cash equivalent and accrued income
|
|
|
86,319
|
|
|
|
|
|
|
|
86,319
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total investments in the fair value hierarchy
|
|
|
274,211,241
|
|
|
|
46,398,299
|
|
|
|
320,609,540
|
|
|
|
|
|
Investment in Wells Fargo Stable Value Fund C (a)
|
|
|
|
|
|
|
|
|
|
|
40,783,857
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Investments at fair value
|
|
$
|
274,211,241
|
|
|
$
|
46,398,299
|
|
|
$
|
361,393,397
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(a)
|
In accordance with FASB Subtopic 820-10, certain investments that are measured at NAV (or its equivalent) have not been classified in the fair value hierarchy. The fair value amounts presented in this table are intended
to permit reconciliation of the fair value hierarchy to the line items presented in the Statements of Net Assets Available for Benefits.
|
Investments Measured at Fair Value Using the Practical Expedient
The following table summarizes investments for which fair value is measured using the NAV per share practical expedient for the Wells Fargo Stable Value Fund C
as of December 31, 2016 and 2015, respectively. There are no participant redemption restrictions for these investments; the redemption notice period is applicable only to the Plan.
|
|
|
|
|
|
|
|
|
As of December 31, 2016
|
|
|
|
|
Fair Value
|
|
|
Unfunded
Commitments
|
|
Redemption Frequency
(If Currently
Eligible)
|
|
Redemption
Notice Period
|
$
|
42,449,164
|
|
|
Not applicable
|
|
Daily
|
|
12 months
|
|
|
|
As of December 31, 2015
|
|
|
|
|
Fair Value
|
|
|
Unfunded
Commitments
|
|
Redemption Frequency
(If Currently
Eligible)
|
|
Redemption
Notice Period
|
$
|
40,783,857
|
|
|
Not applicable
|
|
Daily
|
|
12 months
|
9
J. WALTER THOMPSON COMPANY PROFIT SHARING
AND MATCHED SAVINGS PLAN
NOTES TO FINANCIAL STATEMENTS
DECEMBER 31, 2016 AND 2015 AND FOR THE YEAR ENDED DECEMBER 31, 2016
The IRS has determined and informed the Company by a letter dated April 6, 2017,
that the Plan and related Trust are designed in accordance with applicable sections of the IRC. The Plan Administrator believes that the Plan is designed, and is currently being operated, in compliance with the applicable requirements of the IRC
and, therefore, believes that the Plan is qualified and the related trust is tax-exempt.
GAAP requires Plan management to evaluate tax positions taken by
the Plan and recognize a tax liability if the Plan has taken an uncertain position that more likely than not would not be sustained upon examination by the IRS. The Plan is subject to routine audits by taxing jurisdictions; however, there are
currently no audits for any tax periods in progress. The Plan Administrator believes it is no longer subject to income tax examinations for years prior to 2013.
5.
|
PARTY-IN-INTEREST TRANSACTIONS
|
Certain Plan investments are shares of mutual funds managed by
BOA, the Trustee and Record Keeper of the Plan.
The Plan provides participants the option to invest in the WPP Stock Fund, a party-in-interest. The Plan
held 100,449 WPP plc ADSs in the WPP Stock Fund valued at $11,115,647 at December 31, 2016, and at December 31, 2015 the Plan held 98,104 WPP plc ADSs in the WPP Stock Fund valued at $11,256,460.
These transactions qualify as exempt party-in-interest transactions. There have been no known prohibited transactions with parties-in-interest.
Although it has not expressed any intent to do so, the Company has the right
under the Plan to discontinue its contributions at any time and to terminate the Plan subject to the provisions of ERISA. In the event of Plan termination, participants would become 100% vested in the Company contribution portion of their account.
7.
|
RISKS AND UNCERTAINTIES
|
The Plan invests in various investment securities. Investment
securities, are exposed to various risks, such as interest rate, market, and credit risks. Due to the level of risk associated with certain investment securities, it is at least reasonably possible that changes in the values of investment securities
will occur in the near term and that such changes could materially affect participants account balances and the amounts reported in the Statements of Net Assets Available for Benefits.
10
J. WALTER THOMPSON COMPANY PROFIT SHARING
AND MATCHED SAVINGS PLAN
NOTES TO FINANCIAL STATEMENTS
DECEMBER 31, 2016 AND 2015 AND FOR THE YEAR ENDED DECEMBER 31, 2016
During 2016, the Plan received a transfer of $1,394,787 from a multiple
employer plan sponsored by an unrelated third party, representing the accounts of eligible employees of two Participating Employers, Direct.com LLC and SCPF America LLC, that were formerly participating employers of such multiple employer plan. In
addition, during 2016, the Plan transferred $3,332,411, representing the Plan accounts of employees of The Brand Union Inc., formerly a Participating Employer in the Plan, to The Savings & Investment Plan, a qualified plan sponsored by an
affiliate of the Company.
***
11
|
|
|
EIN: 13-1378860
|
|
J. WALTER THOMPSON COMPANY PROFIT SHARING
|
PN: 010
|
|
AND MATCHED SAVINGS PLAN
|
|
|
|
|
Form 5500, Schedule H, Part IV, line 4i -
Schedule of Assets (Held at End of Year)
December 31, 2016
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(c)
Description of Investment,
|
|
|
|
|
|
|
|
|
(b)
|
|
Including Maturity Date, Rate
|
|
|
|
|
(e)
|
|
|
|
Identity of Issue, Borrower,
|
|
of Interest, Collateral, Par
|
|
(d)
|
|
|
Current
|
|
(a)
|
|
Lessor or Similar Party
|
|
or Maturity Value
|
|
Cost
|
|
|
Value
|
|
|
|
|
|
|
|
WPP Stock Fund
|
|
|
|
|
|
|
|
|
*
|
|
WPP plc
|
|
American Depositary Shares
|
|
|
*
|
*
|
|
$
|
11,115,647
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Common Collective Trust
|
|
|
|
|
|
|
|
|
|
|
|
|
Wells Fargo Stable Value Fund C
|
|
Common Collective Trust
|
|
|
*
|
*
|
|
|
42,449,164
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Mutual Funds
|
|
|
|
|
|
|
|
|
|
|
|
|
Allianz NFJ Small-Cap Value Fund
|
|
Mutual fund
|
|
|
*
|
*
|
|
|
16,633,455
|
|
*
|
|
BlackRock US Opportunities Port Fund
|
|
Mutual fund
|
|
|
*
|
*
|
|
|
25,176,762
|
|
|
|
Fidelity Advisor Small Cap Fund
|
|
Mutual fund
|
|
|
*
|
*
|
|
|
9,289,619
|
|
|
|
JP Morgan Govt Bond Fund Select
|
|
Mutual fund
|
|
|
*
|
*
|
|
|
35,409,805
|
|
|
|
MFS International Diversification Fund
|
|
Mutual fund
|
|
|
*
|
*
|
|
|
44,080,338
|
|
|
|
PIMCO Total Return Fund
|
|
Mutual fund
|
|
|
*
|
*
|
|
|
44,833,579
|
|
|
|
T. Rowe Price Inflation Prot. Bond Fund
|
|
Mutual fund
|
|
|
*
|
*
|
|
|
5,737,090
|
|
|
|
T. Rowe Price Institutional Lg Fund
|
|
Mutual fund
|
|
|
*
|
*
|
|
|
38,716,709
|
|
|
|
Vanguard Institutional Index Fund
|
|
Mutual fund
|
|
|
*
|
*
|
|
|
34,365,226
|
|
|
|
Vanguard Selected Value Fund
|
|
Mutual fund
|
|
|
*
|
*
|
|
|
19,257,019
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total mutual funds
|
|
|
|
|
|
|
|
|
273,499,602
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
MRJ Value Equity Fund
|
|
Stock Fund
|
|
|
*
|
*
|
|
|
47,100,477
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash equivalent and accrued income
|
|
|
|
|
|
|
|
|
147,696
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total Investments
|
|
|
|
|
|
|
|
|
374,312,586
|
|
|
|
|
|
|
|
|
Notes receivable from participants
|
|
Interest rates from 4.25% - 9.25%
|
|
|
|
|
|
|
|
|
|
|
|
|
maturing through September 2036
|
|
|
|
|
|
|
5,070,509
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total Assets Held at End of Year
|
|
|
|
|
|
|
|
$
|
379,383,095
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
*
|
|
Permitted party-in-interest.
|
|
|
|
|
|
**
|
|
Cost information is not required for participant-directed investments and, therefore,
is not included above.
|
|
See accompanying Report of Independent Registered Public Accounting Firm.
12