SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 11-K
| x |
ANNUAL REPORT PURSUANT TO SECTION l5(d) OF THE SECURITIES EXCHANGE ACT OF l934 |
For
the fiscal year ended December 31, 2014
OR
| ¨ |
TRANSITION REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the transition period from
to
Commission file number 0-16350
| A. |
Full title of the plan and address of the plan, if different from that of the issuer named below: |
THE M 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
THE M PLAN
INDEX TO FINANCIAL STATEMENTS
|
|
|
|
|
| |
|
Page |
|
| REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM |
|
|
1 |
|
|
|
| FINANCIAL STATEMENTS: |
|
|
|
|
| Statements of Net Assets Available for Benefits December 31, 2014 and 2013 |
|
|
2 |
|
|
|
| Statement of Changes in Net Assets Available for Benefits For the Year Ended December 31, 2014 |
|
|
3 |
|
|
|
| Notes to Financial Statements |
|
|
4 -11 |
|
|
|
| SUPPLEMENTAL SCHEDULES: * |
|
|
|
|
|
|
| Form 5500, Schedule H, Part IV, line 4i - Schedule of Assets (Held at End of Year) - December 31,
2014 |
|
|
12 |
|
|
|
| Form 5500, Schedule H, Part IV, line 4a - Schedule of Delinquent Participant Contributions For the Year Ended December 31,
2014 |
|
|
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 M
Plan
We have audited the accompanying statements of net assets available for benefits of The M Plan (the “Plan”) as of December 31,
2014 and 2013, and the related statement of changes in net assets available for benefits for the year ended December 31, 2014. These financial statements are the responsibility of the Plan’s management. Our responsibility is to express an
opinion on these financial statements based on our audits.
We conducted our audits in accordance with the standards of the Public Company Accounting
Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis,
evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement
presentation. We believe that our audits provide a reasonable basis for our opinion.
In our opinion, the financial statements referred to above present
fairly, in all material respects, the net assets available for benefits of the Plan as of December 31, 2014 and 2013, and the changes in net assets available for benefits for the year ended December 31, 2014, in conformity with accounting
principles generally accepted in the United States of America.
The supplemental information in the accompanying schedules of Form 5500, Schedule H, Part
IV, line 4i - Schedule of Assets (Held at End of Year) - December 31, 2014 and Form 5500, Schedule H, Part IV, line 4a - Schedule of Delinquent Participant Contributions For the Year Ended December 31, 2014, have been subjected to audit
procedures performed in conjunction with the audit of the Plan’s financial statements. The supplemental information is presented for the purpose of additional analysis and is not a required part of the financial statements, but includes
supplemental information required by the Department of Labor’s Rules and Regulations for Reporting and Disclosure under the Employee Retirement Income Security Act of 1974. 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 in the accompanying schedules, 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 in the accompanying schedules is
fairly stated in all material respects in relation to the financial statements as a whole.
/S/ BENCIVENGA
WARD & COMPANY, CPA’S, P.C.
Valhalla, New York
June 29, 2015
1
THE M PLAN
STATEMENTS OF NET ASSETS AVAILABLE FOR BENEFITS
DECEMBER 31, 2014 AND 2013
|
|
|
|
|
|
|
|
|
| |
|
2014 |
|
|
2013 |
|
| ASSETS |
|
|
|
|
|
|
|
|
| Investments, at fair value |
|
$ |
251,576,726 |
|
|
$ |
215,626,281 |
|
|
|
|
|
|
|
|
|
|
| Receivables: |
|
|
|
|
|
|
|
|
| Employer contributions |
|
|
6,033,569 |
|
|
|
4,754,299 |
|
| Notes receivable from participants |
|
|
2,914,259 |
|
|
|
2,291,989 |
|
|
|
|
|
|
|
|
|
|
| Total receivables |
|
|
8,947,828 |
|
|
|
7,046,288 |
|
|
|
|
|
|
|
|
|
|
| Total assets |
|
|
260,524,554 |
|
|
|
222,672,569 |
|
|
|
|
|
|
|
|
|
|
| LIABILITIES |
|
|
|
|
|
|
|
|
|
|
|
| Return of excess employee contributions |
|
|
3,162 |
|
|
|
— |
|
|
|
|
|
|
|
|
|
|
| Total liabilities |
|
|
3,162 |
|
|
|
— |
|
|
|
|
|
|
|
|
|
|
| NET ASSETS AVAILABLE FOR BENEFITS, AT FAIR VALUE |
|
|
260,521,392 |
|
|
|
222,672,569 |
|
|
|
|
| Adjustment from fair value to contract value for fully benefit-responsive investment contracts |
|
|
(227,515 |
) |
|
|
(82,742 |
) |
|
|
|
|
|
|
|
|
|
| NET ASSETS AVAILABLE FOR BENEFITS |
|
$ |
260,293,877 |
|
|
$ |
222,589,827 |
|
|
|
|
|
|
|
|
|
|
See accompanying notes to the financial statements.
2
THE M PLAN
STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS
FOR THE YEAR ENDED DECEMBER 31, 2014
|
|
|
|
|
| ADDITIONS: |
|
|
|
|
|
|
| Net Investment Income: |
|
|
|
|
| Interest and dividend income |
|
$ |
10,962,057 |
|
| Net appreciation in fair value of investments |
|
|
5,025,851 |
|
|
|
|
|
|
| Net investment income |
|
|
15,987,908 |
|
|
|
|
|
|
| Interest income on notes receivable from participants |
|
|
74,369 |
|
|
|
|
|
|
| Contributions: |
|
|
|
|
| Participant contributions |
|
|
17,308,524 |
|
| Employer contributions |
|
|
11,236,084 |
|
| Rollover contributions |
|
|
2,057,255 |
|
|
|
|
|
|
| Total contributions |
|
|
30,601,863 |
|
|
|
|
|
|
| Net asset transfers in |
|
|
11,784,040 |
|
|
|
|
|
|
| Total additions |
|
|
58,448,180 |
|
|
|
|
|
|
| DEDUCTIONS: |
|
|
|
|
| Benefits paid to participants |
|
|
20,469,835 |
|
| Administrative expenses |
|
|
274,295 |
|
|
|
|
|
|
| Total deductions |
|
|
20,744,130 |
|
|
|
|
|
|
| INCREASE IN NET ASSETS |
|
|
37,704,050 |
|
|
|
| NET ASSETS AVAILABLE FOR BENEFITS: |
|
|
|
|
| Beginning of year |
|
|
222,589,827 |
|
|
|
|
|
|
| End of year |
|
$ |
260,293,877 |
|
|
|
|
|
|
See accompanying notes to the financial statements.
3
THE M PLAN
NOTES TO FINANCIAL STATEMENTS
DECEMBER 31, 2014 AND 2013, AND FOR THE YEAR ENDED DECEMBER 31, 2014
| 1. |
DESCRIPTION OF THE PLAN |
The following description of The M Plan (the “Plan”), as
amended and restated effective January 1, 2010, is provided for general information purposes only. Participants should refer to the Plan document for a more complete description of the Plan’s provisions.
General
The Plan is a defined contribution plan, subject
to the provisions of the Employee Retirement Income Security Act of 1974 (“ERISA”). Mercer HR Services, LLC (“Trustee”) is the Trustee and Recordkeeper of the Plan.
The Plan was established effective as of January 1, 2001. Effective August 1, 2003, the Plan name was changed from the “MyShare Retirement
Plan” to “The M Plan.” The Plan is a defined contribution 401(k) plan sponsored by GroupM Worldwide, LLC (the “Company”), a wholly-owned subsidiary of WPP plc. The Plan covers substantially all employees of GroupM Worldwide,
LLC, Mindshare USA, LLC, MAXUS Communications, LLC, Mediaedge:CIA, LLC, Mediacom Worldwide, LLC, IEG, LLC, Leverage Group, Inc., Catalyst Online, LLC, The Midas Exchange, Inc., Xaxis, Inc., Metavision Media LLC, and MSIX Communications LLC, (each an
indirect wholly-owned subsidiary of WPP plc, each a participating “Employer” and collectively the participating “Employers”) who have attained age 18. The Retirement Plan Committee of the Company controls and manages the
operation and administration of the Plan.
Contributions/Eligibility
Deferred Contributions
Participants may contribute up to 50% of their pretax annual compensation, as defined by the Plan. Participants may also contribute amounts
representing distributions from other qualified defined contribution plans.
For Plan years 2014 and 2013, eligible
compensation is limited to $260,000 and $255,000, respectively.
Matching Contributions
The Company and each participating Employer may contribute a matching contribution equal to 50% of the first 6% of compensation that a
participant contributes to the Plan. Additional matching contributions may be contributed at the discretion of each participating Employer. All contributions are subject to Internal Revenue Code (“IRC”) limitations.
Catch-up Contributions
Participating employees who have attained age 50 may contribute an additional percentage of eligible compensation as catch-up contributions (up
to the annual federal dollar limit for these contributions).
Profit Sharing Contributions
Each year the Company and each participating Employer, at its discretion, may contribute a profit sharing contribution. A participant is
eligible to participate in the profit sharing contribution component of the Plan on the first day of the month following one year of continuous service, and a participant must be employed on the last day of the Plan year in order to receive the
profit sharing contribution.
4
THE M PLAN
NOTES TO FINANCIAL STATEMENTS
DECEMBER 31, 2014 AND 2013, AND FOR THE YEAR ENDED DECEMBER 31, 2014
| 1. |
DESCRIPTION OF THE PLAN - (continued) |
Participant Accounts
Each participant’s account is credited with the participant’s contributions, the Employer’s matching and profit sharing contributions, and
investment earnings. Individual accounts are charged with withdrawals, Plan losses and an allocation of administrative expenses. The benefit to which a participant is entitled is the benefit that can be provided from the participant’s vested
account.
Investments
Participants direct the
investment of their account balances from among various investment options offered under the Plan. The Plan offers a number of mutual funds, a common collective trust fund and a WPP Stock Fund, which invests in American Depositary Shares of WPP plc
(“WPP plc ADSs”).
Vesting
Participants
are vested immediately in their own contributions plus actual earnings thereon. Participants are 100% vested in both their profit sharing contributions and matching contributions after 3 years of service.
Forfeited Accounts
At December 31, 2014 and 2013,
forfeited non-vested amounts totaled approximately $489,000 and $257,000, respectively. These amounts will be used to reduce future employer contributions. In 2014, employer contributions were reduced by $427,043 from forfeited non-vested accounts.
Notes Receivable from Participants
Participants may
borrow from their fund accounts a minimum of $1,000 up to a maximum equal to the lesser of $50,000, or 50% of their vested account balance. The loans are secured by the balance in the participant’s account and bear interest at rates
commensurate with local prevailing rates as determined quarterly by the Plan Administrator. At December 31, 2014, interest rates ranged from 3.25% to 9.50% for outstanding loans.
Payment of Benefits
Upon termination of employment due
to death, disability, or retirement, a participant may elect to receive either a lump-sum amount equal to the value of the participant’s vested interest in his or her account, or annual installments over a period not exceeding the life
expectancy of the participant or the participant’s designated beneficiary. The Company may distribute participant account balances in a lump-sum without consent to terminated participants whose vested account balances are $1,000 or less.
| 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”).
5
THE M PLAN
NOTES TO FINANCIAL STATEMENTS
DECEMBER 31, 2014 AND 2013, AND FOR THE YEAR ENDED DECEMBER 31, 2014
| 2. |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES – (continued) |
Basis of Accounting - (continued)
Investment contracts held by a defined contribution plan are required to be reported at fair value. However,
contract value is the relevant measurement attribute for that portion of the net assets available for benefits of a defined contribution plan attributable to fully benefit-responsive investment contracts because contract value is the amount
participants would receive if they were to initiate permitted transactions under the terms of the Plan. The Statements of Net Assets Available for Benefits present the fair value of the investment contracts as well as the adjustment of the fully
benefit-responsive investment contracts from fair value to contract value. The Statement of Changes in Net Assets Available for Benefits is prepared using the contract value basis for fully benefit-responsive investment contracts.
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.
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 recorded as administrative expenses and are expensed when they are incurred. No allowance for credit losses has been recorded as of December 31, 2014 and 2013.
Excess Contributions Payable
Amounts payable to
participants for contributions in excess of amounts allowed by the Internal Revenue Service (“IRS”) are recorded as a liability with a corresponding reduction to contributions. The Plan distributed the 2014 excess contributions to the
applicable participants prior to March 15, 2015.
Use of Estimates
The preparation of financial statements in conformity 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.
Payment of Benefits
Benefits are recorded when paid.
Administrative Expenses
Certain 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 evaluated
subsequent events through June 29, 2015, the date the financial statements were available to be issued, and no additional disclosures were required.
6
THE M PLAN
NOTES TO FINANCIAL STATEMENTS
DECEMBER 31, 2014 AND 2013, AND FOR THE YEAR ENDED DECEMBER 31, 2014
| 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 Financial Accounting Standards Board (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.
The
following is a description of the valuation methodologies used for assets measured at fair value. There have been no changes in the methodologies used at December 31, 2014 and 2013.
Level 1
The fair value of the WPP Stock Fund is based on
quoted net asset values (“NAV”) of the shares held by the Plan at year-end. The mutual funds are valued at the daily closing price 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 NAV and to transact at that price. The mutual funds held by the Plan are deemed to be actively traded.
Level 2
The Morley Stable Value Fund (“MSVF”),
a common collective trust, invests primarily in a variety of stable value investment contracts issued by insurance companies. The MSVF is valued at the NAV as provided by the trustee, which is used as a practical expedient to estimate fair value.
The NAV is based on the fair value of the underlying investments held by the fund less its liabilities. This practical expedient is not used when it is determined to be probable that the fund will sell the investment for an amount different than the
reported NAV. Participant transactions (purchases and sales) may occur daily. Were the Plan to initiate a full redemption of the MSVF, the investment adviser reserves the right to temporarily delay withdrawal from the MSVF in order to ensure that
securities liquidations will be carried out in an orderly business manner.
7
THE M PLAN
NOTES TO FINANCIAL STATEMENTS
DECEMBER 31, 2014 AND 2013, AND FOR THE YEAR ENDED DECEMBER 31, 2014
| 3. |
FAIR VALUE MEASUREMENTS – (continued) |
The following tables set forth by level, within the fair value hierarchy, the Plan’s assets at fair
value as of December 31, 2014 and 2013:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |
|
Assets at Fair Value as of December 31, 2014 |
|
| |
|
Level 1 |
|
|
Level 2 |
|
|
Level 3 |
|
|
Total |
|
| Mutual funds: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Balanced fund |
|
$ |
2,090,567 |
|
|
$ |
— |
|
|
$ |
— |
|
|
$ |
2,090,567 |
|
| Bond funds |
|
|
19,885,983 |
|
|
|
— |
|
|
|
— |
|
|
|
19,885,983 |
|
| Growth funds |
|
|
53,212,688 |
|
|
|
— |
|
|
|
— |
|
|
|
53,212,688 |
|
| Index funds |
|
|
36,780,278 |
|
|
|
— |
|
|
|
— |
|
|
|
36,780,278 |
|
| International funds |
|
|
26,111,795 |
|
|
|
— |
|
|
|
— |
|
|
|
26,111,795 |
|
| Target funds |
|
|
41,302,651 |
|
|
|
— |
|
|
|
— |
|
|
|
41,302,651 |
|
| US Government money market fund |
|
|
1,022,825 |
|
|
|
— |
|
|
|
— |
|
|
|
1,022,825 |
|
| Value funds |
|
|
40,516,364 |
|
|
|
— |
|
|
|
— |
|
|
|
40,516,364 |
|
| Common collective trust |
|
|
— |
|
|
|
24,480,884 |
|
|
|
— |
|
|
|
24,480,884 |
|
| WPP Stock Fund |
|
|
6,171,954 |
|
|
|
— |
|
|
|
— |
|
|
|
6,171,954 |
|
| Cash |
|
|
737 |
|
|
|
— |
|
|
|
— |
|
|
|
737 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Total assets at fair value |
|
$ |
227,095,842 |
|
|
$ |
24,480,884 |
|
|
$ |
— |
|
|
$ |
251,576,726 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |
|
Assets at Fair Value as of December 31, 2013 |
|
| |
|
Level 1 |
|
|
Level 2 |
|
|
Level 3 |
|
|
Total |
|
| Mutual funds: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Bond funds |
|
$ |
18,147,233 |
|
|
$ |
— |
|
|
$ |
— |
|
|
$ |
18,147,233 |
|
| Growth funds |
|
|
59,221,567 |
|
|
|
— |
|
|
|
— |
|
|
|
59,221,567 |
|
| Index fund |
|
|
20,522,406 |
|
|
|
— |
|
|
|
— |
|
|
|
20,522,406 |
|
| International funds |
|
|
24,588,983 |
|
|
|
— |
|
|
|
— |
|
|
|
24,588,983 |
|
| Target funds |
|
|
25,360,109 |
|
|
|
— |
|
|
|
— |
|
|
|
25,360,109 |
|
| US Government money market fund |
|
|
1,135,091 |
|
|
|
— |
|
|
|
— |
|
|
|
1,135,091 |
|
| Value funds |
|
|
34,621,820 |
|
|
|
— |
|
|
|
— |
|
|
|
34,621,820 |
|
| Common collective trust |
|
|
— |
|
|
|
25,386,173 |
|
|
|
— |
|
|
|
25,386,173 |
|
| WPP Stock Fund |
|
|
6,641,689 |
|
|
|
— |
|
|
|
— |
|
|
|
6,641,689 |
|
| Cash |
|
|
1,210 |
|
|
|
— |
|
|
|
— |
|
|
|
1,210 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Total assets at fair value |
|
$ |
190,240,108 |
|
|
$ |
25,386,173 |
|
|
$ |
— |
|
|
$ |
215,626,281 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
8
THE M PLAN
NOTES TO FINANCIAL STATEMENTS
DECEMBER 31, 2014 AND 2013, AND FOR THE YEAR ENDED DECEMBER 31, 2014
| 4. |
INVESTMENT IN COLLECTIVE TRUST |
The investment in the MSVF includes fully benefit-responsive
investment contracts stated at fair value. Contract value is equal to invested principal plus accrued interest. There are no reserves against contract value for credit risk of the contract issuer or otherwise. There are no unfunded commitments and
the redemption frequency is daily. The redemption notice period of the fund is twelve months, which provides for Plan redemptions at contract value, subject to the provisions of the fund. The average yield and crediting interest rates for the MSVF
were 1.29% and 1.41% and 1.27% and 1.17%, respectively, for 2014 and 2013.
Certain events limit the ability of the Plan to transact at contract value
with issuer. Such events include (1) amendments to the Plan documents (including complete or partial Plan termination or merger with another plan), (2) changes to the Plan’s prohibition on competing investment options or deletion of
equity wash provisions, (3) bankruptcy of the Plan sponsor or other Plan sponsor events (for example, divestitures or spin-offs of a subsidiary) that cause a significant withdrawal from the Plan, or (4) the failure of the trust to qualify
for exemption under ERISA. The Plan Administrator believes that any events that would limit the Plan’s ability to transact at contract value with participants are probable of not occurring.
The Plan’s investments that represent five percent or more of the Plan’s
net assets available for benefits as of December 31, 2014 and 2013 are as follows:
|
|
|
|
|
|
|
|
|
| Description of Investment |
|
2014 |
|
|
2013 |
|
| Mainstay Large Cap Growth Fund |
|
$ |
25,636,535 |
|
|
$ |
24,008,907 |
|
| Morley Stable Value Fund |
|
|
24,480,884 |
|
|
|
25,386,173 |
|
| Vanguard Institutional Index Fund |
|
|
24,094,213 |
|
|
|
20,522,406 |
|
| Vanguard Primecap Fund |
|
|
19,551,412 |
|
|
|
16,205,524 |
|
| PIMCO Total Return Fund |
|
|
16,751,845 |
|
|
|
16,297,025 |
|
| Vanguard Equity Income Fund |
|
|
15,892,490 |
|
|
|
14,783,514 |
|
| American Capital World GR & Inc Fund |
|
|
13,462,595 |
|
|
|
12,844,582 |
|
| Vanguard Wellington Fund |
|
|
13,015,533 |
|
|
|
* |
|
| Royce Pennsylvania Fund |
|
|
* |
|
|
|
12,501,918 |
|
| * |
This investment did not represent 5% or more of the Plan’s net assets available for benefits at December 31, 2014 or 2013. |
During 2014, the Plan’s investments (including gains and losses on investments bought and sold, as well as held during the year) appreciated in value by
$5,025,851 as follows:
|
|
|
|
|
| Investment Category |
|
|
|
|
| Common collective trust |
|
$ |
257,498 |
|
| Mutual funds |
|
|
5,393,470 |
|
| WPP Stock Fund |
|
|
(625,117 |
) |
|
|
|
|
|
| Net appreciation in fair value of investments |
|
$ |
5,025,851 |
|
|
|
|
|
|
9
THE M PLAN
NOTES TO FINANCIAL STATEMENTS
DECEMBER 31, 2014 AND 2013, AND FOR THE YEAR ENDED DECEMBER 31, 2014
The IRS has determined and informed the Company by a letter dated August 1,
2012, that the Plan and related Trust are designed in accordance with applicable sections of the IRC. Although the Plan has been amended since receiving the determination letter, 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 Administrator has analyzed the tax positions taken by the Plan, and has concluded that as of December 31, 2014, there are no uncertain positions taken or expected to
be taken that would require recognition of a liability or disclosure in the financial statements. 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 2011.
| 7. |
PARTY-IN-INTEREST TRANSACTIONS |
The Plan provides participants the option to invest in the WPP
Stock Fund, a party-in-interest. At December 31, 2014, the Plan held 59,289 WPP plc ADSs in the WPP Stock Fund valued at $6,171,954, and at December 31, 2013 the Plan held 57,824 WPP Group plc ADSs in the WPP Stock Fund valued at
$6,641,689.
These transactions qualify as exempt party-in-interest transactions. There have been no known prohibited transactions with
parties-in-interest.
Fees incurred by the Plan for the investment management services from the Trustee were $274,295 for the year ended December 31,
2014.
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 their employer contributions.
| 9. |
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
THE M PLAN
NOTES TO FINANCIAL STATEMENTS
DECEMBER 31, 2014 AND 2013, AND FOR THE YEAR ENDED DECEMBER 31, 2014
During 2014, net assets of $11,784,040, representing certain participant
account balances were transferred in from the Savings & Investment Plan and M80 Services 401(k) Plan, both tax-qualified retirement plans sponsored by an affiliate of the Plan sponsor.
| 11. |
RECONCILIATION OF FINANCIAL STATEMENTS TO FORM 5500 |
The following is a reconciliation of net
assets available for benefits per the financial statements at December 31, 2014 and 2013 to IRS Form 5500:
|
|
|
|
|
|
|
|
|
| |
|
2014 |
|
|
2013 |
|
| Net assets available for benefits per financial statements |
|
$ |
260,293,877 |
|
|
$ |
222,589,827 |
|
| Employer contributions receivable |
|
|
(6,033,569 |
) |
|
|
(4,754,299 |
) |
| Deemed loans |
|
|
(27,590 |
) |
|
|
(25,163 |
) |
|
|
|
|
|
|
|
|
|
| Net assets available for benefits per IRS Form 5500 |
|
$ |
254,232,718 |
|
|
$ |
217,810,365 |
|
|
|
|
|
|
|
|
|
|
***
11
|
|
|
| EIN: 52-2228835 |
|
THE M PLAN |
| PN: 001 |
|
|
|
|
Form 5500, Schedule H, Part IV, line 4i - |
|
|
Schedule of Assets (Held at End of Year) |
| December 31, 2014 |
|
|
|
|
|
|
|
|
|
|
|
| (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 |
|
|
|
Common Collective Trust: |
|
|
|
|
|
|
|
|
|
|
Union Bond & Trust Company |
|
Morley Stable Value Fund |
|
** |
|
$ |
24,480,884 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Mutual Funds: |
|
|
|
|
|
|
|
|
|
|
American Funds |
|
American Capital World GR & Inc Fund |
|
** |
|
|
13,462,595 |
|
|
|
American Funds |
|
American Europacific Growth Fund |
|
** |
|
|
11,079,761 |
|
|
|
Federated Investment Management |
|
Federated Government Obligations Fund |
|
** |
|
|
1,022,825 |
|
|
|
Glenmede |
|
Glenmede Small Cap Equity Fund |
|
** |
|
|
12,686,065 |
|
|
|
JPMorgan |
|
JPMorgan Mid Cap Value Fund |
|
** |
|
|
11,608,341 |
|
|
|
Mainstay Investments |
|
Mainstay Large Cap Growth Fund |
|
** |
|
|
25,636,535 |
|
|
|
Neuberger Berman Funds |
|
Neuberger & Berman Mid Cap Growth Fund |
|
** |
|
|
5,056,180 |
|
|
|
PIMCO |
|
PIMCO Real Return Fund |
|
** |
|
|
892,341 |
|
|
|
PIMCO |
|
PIMCO Total Return Fund |
|
** |
|
|
16,751,845 |
|
|
|
T. Rowe Price |
|
T. Rowe Price Retirement Balanced Fund |
|
** |
|
|
2,090,567 |
|
|
|
T. Rowe Price |
|
T. Rowe Price Retirement 2005 Fund |
|
** |
|
|
43,042 |
|
|
|
T. Rowe Price |
|
T. Rowe Price Retirement 2010 Fund |
|
** |
|
|
758,223 |
|
|
|
T. Rowe Price |
|
T. Rowe Price Retirement 2015 Fund |
|
** |
|
|
830,578 |
|
|
|
T. Rowe Price |
|
T. Rowe Price Retirement 2020 Fund |
|
** |
|
|
2,567,454 |
|
|
|
T. Rowe Price |
|
T. Rowe Price Retirement 2025 Fund |
|
** |
|
|
3,521,574 |
|
|
|
T. Rowe Price |
|
T. Rowe Price Retirement 2030 Fund |
|
** |
|
|
5,374,970 |
|
|
|
T. Rowe Price |
|
T. Rowe Price Retirement 2035 Fund |
|
** |
|
|
5,465,395 |
|
|
|
T. Rowe Price |
|
T. Rowe Price Retirement 2040 Fund |
|
** |
|
|
10,871,803 |
|
|
|
T. Rowe Price |
|
T. Rowe Price Retirement 2045 Fund |
|
** |
|
|
5,103,420 |
|
|
|
T. Rowe Price |
|
T. Rowe Price Retirement 2050 Fund |
|
** |
|
|
4,577,612 |
|
|
|
T. Rowe Price |
|
T. Rowe Price Retirement 2055 Fund |
|
** |
|
|
2,188,580 |
|
|
|
Vanguard |
|
Vanguard Equity Income Fund |
|
** |
|
|
15,892,490 |
|
|
|
Vanguard |
|
Vanguard Extended Market Index Fund |
|
** |
|
|
2,968,561 |
|
|
|
Vanguard |
|
Vanguard Institutional Index Fund |
|
** |
|
|
24,094,213 |
|
|
|
Vanguard |
|
Vanguard Intermediate Term Bond Index Fund |
|
** |
|
|
2,241,797 |
|
|
|
Vanguard |
|
Vanguard Primecap Fund |
|
** |
|
|
19,551,412 |
|
|
|
Vanguard |
|
Vanguard Total International Stock Fund |
|
** |
|
|
1,569,439 |
|
|
|
Vanguard |
|
Vanguard Wellington Fund |
|
** |
|
|
13,015,533 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total Mutual Funds |
|
|
|
|
|
|
220,923,151 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash |
|
Cash |
|
|
|
|
737 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
WPP Stock Fund: |
|
|
|
|
|
|
|
|
| * |
|
WPP plc Stock |
|
American Depositary Shares |
|
** |
|
|
6,171,954 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total Investments |
|
|
|
|
|
|
251,576,726 |
|
|
|
Notes receivable from participants |
|
Interest rates from 3.25% - 9.50% |
|
|
|
|
|
|
|
|
|
|
maturing through December 2029. |
|
|
|
|
2,914,259 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total Assets Held at End of Year |
|
|
|
|
|
$ |
254,490,985 |
|
|
|
|
|
|
|
|
|
|
|
|
| * |
Permitted party-in-interest |
| ** |
Cost information is not required for participant-directed investments and, therefore, is not included above. |
See Report of Independent Registered Public Accounting Firm.
12
|
|
|
| EIN: 52-2228835 |
|
THE M PLAN |
| PN: 001 |
|
|
| |
|
Form 5500, Schedule H, Part IV, line 4a - |
| |
|
Schedule of Delinquent Participant Contributions |
| For the Year Ended December 31, 2014 |
Total that Constitute Nonexempt Prohibited Transactions
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Participant Contributions Transferred Late to Plan |
|
Contributions
Not Corrected |
|
|
Contributions
Corrected Outside
VFCP |
|
|
Contributions
Pending Correction
in VFCP |
|
|
Total Fully
Corrected Under
VFCP and PTE
2002-51 |
|
| Late Participant Loan Repayments are included |
|
$ |
— |
|
|
$ |
2,298,026 |
|
|
$ |
— |
|
|
$ |
— |
|
The item listed above refers to certain participant contributions that were deposited to the Plan in a delayed manner, caused
by an inadvertent administrative error. The Company has fully corrected this matter by making all affected participant accounts whole, crediting them with any lost earnings and appreciation for the period of the delayed transfer.
See 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.
|
|
|
|
|
|
|
|
|
|
|
THE M PLAN |
|
|
|
|
| Date: June 29, 2015 |
|
|
|
By: |
|
/s/ Timothy P. Cecere |
|
|
|
|
Name: |
|
Timothy P. Cecere |
|
|
|
|
Title: |
|
Director of Human Resources, |
|
|
|
|
|
|
GroupM North America |
14
INDEX TO EXHIBITS
|
|
|
| Exhibit
No. |
|
Description |
|
|
| 23.1 |
|
Consent of Independent Registered Public Accounting Firm |
15
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 29, 2015 appearing in this Annual Report on Form 11-K of The M Plan for the year ended
December 31, 2014.
/s/ Bencivenga Ward & Company, CPA’s, P.C.
Valhalla, New York
June 29, 2015
WPP (NYSE:WPP)
Historical Stock Chart
From Mar 2024 to Apr 2024
WPP (NYSE:WPP)
Historical Stock Chart
From Apr 2023 to Apr 2024
