0001193125-18-207473.txt : 20180628 0001193125-18-207473.hdr.sgml : 20180628 20180628151307 ACCESSION NUMBER: 0001193125-18-207473 CONFORMED SUBMISSION TYPE: 11-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20171231 FILED AS OF DATE: 20180628 DATE AS OF CHANGE: 20180628 FILER: COMPANY DATA: COMPANY CONFORMED NAME: WPP plc CENTRAL INDEX KEY: 0000806968 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-ADVERTISING AGENCIES [7311] IRS NUMBER: 000000000 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 11-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-38303 FILM NUMBER: 18925150 BUSINESS ADDRESS: STREET 1: 27 FARM STREET CITY: LONDON STATE: X0 ZIP: W1J5RJ BUSINESS PHONE: 011442074082204 MAIL ADDRESS: STREET 1: 27 FARM STREET CITY: LONDON STATE: X0 ZIP: W1J5RJ FORMER COMPANY: FORMER CONFORMED NAME: WPP GROUP PLC DATE OF NAME CHANGE: 19960514 11-K 1 d583781d11k.htm FORM 11-K Form 11-K

 

 

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

FORM 11-K

 

 

 

ANNUAL REPORT PURSUANT TO SECTION l5(d) OF THE SECURITIES EXCHANGE ACT OF l934

For the fiscal year ended December 31, 2017

OR

 

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

For the transition period from                 to                 

Commission file number 1-38303

 

 

 

A. Full title of the plan and address of the plan, if different from that of the issuer named below:

J. Walter Thompson Company Profit Sharing and Matched Savings Plan

 

B. Name of issuer of the securities held pursuant to the plan and the address of its principal executive office:

WPP plc

27 Farm Street

London, United Kingdom, W1J5RJ

 

 

 


J. WALTER THOMPSON COMPANY PROFIT SHARING

AND MATCHED SAVINGS PLAN

INDEX TO FINANCIAL STATEMENTS

 

 

     Page  

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

     1-2  

FINANCIAL STATEMENTS:

  

Statements of Net Assets Available for Benefits December  31, 2017 and 2016

     3  

Statement of Changes in Net Assets Available for Benefits For the Year Ended December 31, 2017

     4  

Notes to Financial Statements

     5-12  

SUPPLEMENTAL SCHEDULE: *

  

Form 5500, Schedule H, Part IV, line 4i - Schedule of Assets (Held at End of Year) - December 31, 2017

     13  

*All other schedules required by Section 2520.103-10 of the Department of Labor’s Rules and Regulations for Reporting and Disclosure under the Employee Retirement Income Security Act of 1974 have been omitted because they are not applicable.


REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Participants and Plan Administrator of the

J. Walter Thompson Company Profit Sharing and Matched Savings Plan

Opinion on the Financial Statements

We have audited the accompanying statements of net assets available for benefits of the J. Walter Thompson Company Profit Sharing and Matched Savings Plan (the “Plan”) as of December 31, 2017 and 2016, and the related statement of changes in net assets available for benefits for the year ended December 31, 2017, and the related notes (collectively referred to as the “financial statements”). In our opinion, the financial statements present fairly, in all material respects, the net assets available for benefits of the Plan as of December 31, 2017 and 2016, and the changes in net assets available for benefits for the year ended December 31, 2017, in conformity with accounting principles generally accepted in the United States of America.

Basis for Opinion

These financial statements are the responsibility of the Plan’s management. Our responsibility is to express an opinion on the Plan’s financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (“PCAOB”) and are required to be independent with respect to the Plan in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud.

Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion.

 

1


Supplemental Information

The supplemental information in the accompanying schedule of Form 5500, Schedule H, Part IV, line 4i – Schedule of Assets (Held at End of Year) - December 31, 2017, has been subjected to audit procedures performed in conjunction with the audit of the Plan’s financial statements. The supplemental information is the responsibility of the Plan’s management. Our audit procedures included determining whether the supplemental information reconciles to the financial statements or the underlying accounting and other records, as applicable, and performing procedures to test the completeness and accuracy of the information presented in the supplemental information. In forming our opinion on the supplemental information, we evaluated whether the supplemental information, including its form and content, is presented in conformity with the Department of Labor’s Rules and Regulations for Reporting and Disclosure under the Employee Retirement Income Security Act of 1974. In our opinion, the supplemental information is fairly stated, in all material respects, in relation to the financial statements as a whole.

/S/ BENCIVENGA WARD & COMPANY, CPA’S, P.C.

We have served as the Plan’s auditor since 2006.

Valhalla, New York

June 28, 2018

 

2


J. WALTER THOMPSON COMPANY PROFIT SHARING

AND MATCHED SAVINGS PLAN

STATEMENTS OF NET ASSETS AVAILABLE FOR BENEFITS

DECEMBER 31, 2017 AND 2016

 

 

     2017      2016  

ASSETS

     

Investments, at fair value

   $ 429,593,031      $ 374,312,586  
  

 

 

    

 

 

 

Receivables:

     

Notes receivable from participants

     5,138,018        5,070,509  

Participating employer contributions

     14,264,678        14,314,572  
  

 

 

    

 

 

 

Total receivables

     19,402,696        19,385,081  
  

 

 

    

 

 

 

Total assets

     448,995,727        393,697,667  
  

 

 

    

 

 

 

LIABILITIES

     

Return of excess employee contributions

     3,094        1,078  
  

 

 

    

 

 

 

Total liabilities

     3,094        1,078  
  

 

 

    

 

 

 

NET ASSETS AVAILABLE FOR BENEFITS

   $ 448,992,633      $ 393,696,589  
  

 

 

    

 

 

 

See accompanying notes to the financial statements.

 

3


J. WALTER THOMPSON COMPANY PROFIT SHARING

AND MATCHED SAVINGS PLAN

STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS

FOR THE YEAR ENDED DECEMBER 31, 2017

 

 

ADDITIONS:

  

Net investment income:

  

Interest and dividend income

   $ 19,389,931  

Net appreciation in fair value of investments

     38,986,972  
  

 

 

 

Net investment income

     58,376,903  
  

 

 

 

Interest income on notes receivable from participants

     222,557  
  

 

 

 

Contributions:

  

Participating employers

     14,264,678  

Participants

     19,244,142  

Rollovers

     4,289,043  
  

 

 

 

Total contributions

     37,797,863  
  

 

 

 

Other additions

     111,049  
  

 

 

 

Net asset transfers in

     1,660,093  
  

 

 

 

Total additions

     98,168,465  
  

 

 

 

DEDUCTIONS:

  

Benefits paid to participants

     42,681,763  

Administrative and investment expenses

     190,658  
  

 

 

 

Total deductions

     42,872,421  
  

 

 

 

INCREASE IN NET ASSETS

     55,296,044  

NET ASSETS AVAILABLE FOR BENEFITS:

  

Beginning of year

     393,696,589  
  

 

 

 

End of year

   $ 448,992,633  
  

 

 

 

See accompanying notes to the financial statements.

 

4


J. WALTER THOMPSON COMPANY PROFIT SHARING

AND MATCHED SAVINGS PLAN

NOTES TO FINANCIAL STATEMENTS

DECEMBER 31, 2017 AND 2016 AND FOR THE YEAR ENDED DECEMBER 31, 2017

 

 

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 Plan’s 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 Merrill Lynch, Pierce, Fenner & Smith, Inc. (“Merrill”) is the 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, GTB 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 2017 and 2016, eligible compensation is limited to $270,000 and $265,000, respectively. The maximum 401(k) contribution as established by the IRS was $18,000 for the years 2017 and 2016. 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.

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, 2017 and 2016, was $6,000. Catch-up contributions are not eligible for Company Matching Contributions.

 

5


J. WALTER THOMPSON COMPANY PROFIT SHARING

AND MATCHED SAVINGS PLAN

NOTES TO FINANCIAL STATEMENTS

DECEMBER 31, 2017 AND 2016 AND FOR THE YEAR ENDED DECEMBER 31, 2017

 

 

1. DESCRIPTION OF THE PLAN – (continued)

 

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.

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 participant’s account is credited with the participant’s 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 participant’s 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, 2017 and 2016, forfeited non-vested accounts totaled $467,698 and $768,872, respectively. These amounts will be used to reduce future employer contributions or pay Plan expenses. In 2017, employer contributions were reduced by $677,152 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 participant’s 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 participant’s vested account balance.

 

6


J. WALTER THOMPSON COMPANY PROFIT SHARING

AND MATCHED SAVINGS PLAN

NOTES TO FINANCIAL STATEMENTS

DECEMBER 31, 2017 AND 2016 AND FOR THE YEAR ENDED DECEMBER 31, 2017

 

 

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 participant’s employment with a Participating Employer. The notes are secured by the balance in the participant’s 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, 2017, 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  12, 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 Plan’s 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 Plan’s 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 participant’s account and are included in administrative expenses when incurred. No allowance for credit losses has been recorded as of December 31, 2017 and 2016. 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.

 

7


J. WALTER THOMPSON COMPANY PROFIT SHARING

AND MATCHED SAVINGS PLAN

NOTES TO FINANCIAL STATEMENTS

DECEMBER 31, 2017 AND 2016 AND FOR THE YEAR ENDED DECEMBER 31, 2017

 

 

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 2017 and 2016 excess contributions to the applicable participants prior to March 15, 2018 and March 15, 2017, 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 participant’s account and are included in administrative expenses. Investment related expenses are included in net appreciation/depreciation of fair value of investments.

Subsequent Events

The Plan’s management has evaluated subsequent events through June 28, 2018, 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 liability’s 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.

 

8


J. WALTER THOMPSON COMPANY PROFIT SHARING

AND MATCHED SAVINGS PLAN

NOTES TO FINANCIAL STATEMENTS

DECEMBER 31, 2017 AND 2016 AND FOR THE YEAR ENDED DECEMBER 31, 2017

 

 

3. FAIR VALUE MEASUREMENTS – (continued)

 

The following is a description of the valuation methodologies used for assets measured at fair value:

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 NAV’s 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 Plan’s investments at fair value as of December 31, 2017 and 2016:

 

     Investments at Fair Value as of
December 31, 2017
 
     Level 1      Level 2      Total  

Mutual funds

   $ 319,266,636      $ —        $ 319,266,636  

MRJ Value Equity Fund

     —          55,496,708        55,496,708  

WPP Stock Fund

     8,273,046        —          8,273,046  

Cash equivalent and accrued income

     287,581        —          287,581  
  

 

 

    

 

 

    

 

 

 

Total investments in the fair value hierarchy

     327,827,263        55,496,708        383,323,971  

Investment in Wells Fargo Stable Value Fund C (a)

     —          —          46,269,060  
  

 

 

    

 

 

    

 

 

 

Investments at fair value

   $ 327,827,263      $ 55,496,708      $ 429,593,031  
  

 

 

    

 

 

    

 

 

 

 

9


J. WALTER THOMPSON COMPANY PROFIT SHARING

AND MATCHED SAVINGS PLAN

NOTES TO FINANCIAL STATEMENTS

DECEMBER 31, 2017 AND 2016 AND FOR THE YEAR ENDED DECEMBER 31, 2017

 

 

3. FAIR VALUE MEASUREMENTS – (continued)

 

 

     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  
  

 

 

    

 

 

    

 

 

 

 

  (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, 2017 and 2016, respectively. There are no participant redemption restrictions for these investments; the redemption notice period is applicable only to the Plan.

 

As of December 31, 2017

       

Fair Value

   

Unfunded

Commitments

 

Redemption Frequency

(If Currently Eligible)

 

Redemption

Notice Period

$ 46,269,060     Not applicable   Daily   12 months

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

 

10


J. WALTER THOMPSON COMPANY PROFIT SHARING

AND MATCHED SAVINGS PLAN

NOTES TO FINANCIAL STATEMENTS

DECEMBER 31, 2017 AND 2016 AND FOR THE YEAR ENDED DECEMBER 31, 2017

 

 

4. TAX STATUS

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 2014.

 

5. PARTY-IN-INTEREST TRANSACTIONS

Shares of a mutual fund are managed by BOA, the Trustee of the Plan.

The Plan provides participants the option to invest in the WPP Stock Fund, a party-in-interest. The Plan held 91,354 WPP plc ADSs in the WPP Stock Fund valued at $8,273,046 at December 31, 2017, and at December 31, 2016 the Plan held 100,449 WPP plc ADSs in the WPP Stock Fund valued at $11,115,647.

These transactions qualify as exempt party-in-interest transactions. There have been no known prohibited transactions with parties-in-interest.

 

11


J. WALTER THOMPSON COMPANY PROFIT SHARING

AND MATCHED SAVINGS PLAN

NOTES TO FINANCIAL STATEMENTS

DECEMBER 31, 2017 AND 2016 AND FOR THE YEAR ENDED DECEMBER 31, 2017

 

 

6. PLAN TERMINATION

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.

 

8. NET ASSET TRANSFERS

During 2017, the LBOX, LLC 401(k) Profit Sharing Plan & Trust (employees of Mirum LLC), transferred all participant account balances into the Plan in the amount of $1,660,093.

*****

 

12


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, 2017

 

 

(a)

  

(b)

Identity of Issue, Borrower,

Lessor or Similar Party

  

(c)

Description of Investment,

Including Maturity Date, Rate

of Interest, Collateral, Par

or Maturity Value

   (d)
Cost
     (e)
Current
Value
 
  

WPP Stock Fund

       
*   

WPP plc

  

American Depositary Shares

   **      $ 8,273,046  
             

 

 

 
  

Common Collective Trust

          
  

Wells Fargo Stable Value Fund C

  

Common Collective Trust

   **        46,269,060  
             

 

 

 
  

Mutual Funds

          
*   

BlackRock High Equity Income Fund

  

Mutual fund

   **        28,459,189  
  

Fidelity Advisor Small Cap Fund

  

Mutual fund

   **        10,769,809  
  

JP Morgan Gov’t Bond Fund Select

  

Mutual fund

   **        39,351,949  
  

MFS International Diversification Fund

  

Mutual fund

   **        53,803,208  
  

PIMCO Total Return Fund

  

Mutual fund

   **        50,871,099  
  

T. Rowe Price Inflation Prot. Bond Fund

  

Mutual fund

   **        6,831,323  
  

T. Rowe Price Institutional Lg Fund

  

Mutual fund

   **        48,195,401  
  

Vanguard Institutional Index Fund

  

Mutual fund

   **        40,334,335  
  

Vanguard Selected Value Fund

  

Mutual fund

   **        23,594,784  
  

Wells Fargo Special Small Value Fund

  

Mutual fund

   **        17,055,539  
             

 

 

 
  

Total mutual funds

             319,266,636  
             

 

 

 
  

MRJ Value Equity Fund

  

Stock Fund

   **        55,496,708  
             

 

 

 
  

Cash equivalent and accrued income

             287,581  
             

 

 

 
  

Total Investments

             429,593,031  
  

Notes receivable from participants

  

Interest rates from 4.25% - 9.25%

       
     

maturing through November 2037

          5,138,018  
             

 

 

 
  

Total Assets Held at End of Year

           $ 434,731,049  
             

 

 

 
*   

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.

 

13


SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the trustees (or other persons who administer the employee benefit plan) have duly caused this annual report to be signed on its behalf by the undersigned hereunto duly authorized.

 

    J. WALTER THOMPSON COMPANY PROFIT SHARING AND MATCHED SAVINGS PLAN
Date: June 28, 2018     By:  

/s/ Donna Matteo

    Name:   Donna Matteo
    Title:   Director of Benefits


INDEX TO EXHIBITS

 

Exhibit

    No.    

  

Description

23.1    Consent of Independent Registered Public Accounting Firm
EX-23.1 2 d583781dex231.htm EX-23.1 EX-23.1

Exhibit 23.1

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

We consent to the incorporation by reference in Registration Statement No. 333-108149 and 333-185886 of WPP Group plc on Form S-8 of our report dated June 28, 2018 appearing in this Annual Report on Form 11-K of the J. Walter Thompson Company Profit Sharing and Matched Savings Plan for the year ended December 31, 2017.

/s/ Bencivenga Ward & Company, CPA’s, P.C.

Valhalla, New York

June 28, 2018