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: |
Hill and Knowlton Retirement and 401k 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
HILL AND KNOWLTON RETIREMENT AND 401K SAVINGS PLAN
INDEX TO FINANCIAL STATEMENTS
* |
All other schedules required by Section 2520.103-10 of the Department of Labors 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
Hill
and Knowlton Retirement and 401k Savings Plan
We have audited the accompanying statements of net assets available for benefits of the Hill and
Knowlton Retirement and 401k Savings 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 Plans 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 schedule of Form 5500, Schedule H, Part IV, line 4i - Schedule of Assets (Held at End of Year) -
December 31, 2014, has been subjected to audit procedures performed in conjunction with the audit of the Plans 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 Labors Rules and Regulations for Reporting and Disclosure under the Employee Retirement Income Security Act of 1974. The supplemental
information is the responsibility of the Plans 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 schedule, we evaluated whether the supplemental
information, including its form and content, is presented in conformity with the Department of Labors 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 schedule is fairly stated in all material respects in relation to the financial statements as a whole.
/S/ BENCIVENGA WARD & COMPANY, CPAS, P.C.
Valhalla, New York
June 29, 2015
1
HILL AND KNOWLTON RETIREMENT AND 401K SAVINGS PLAN
STATEMENTS OF NET ASSETS AVAILABLE FOR BENEFITS
DECEMBER 31, 2014 AND 2013
|
|
|
|
|
|
|
|
|
|
|
2014 |
|
|
2013 |
|
ASSETS |
|
|
|
|
|
|
|
|
Investments, at fair value |
|
$ |
66,156,295 |
|
|
$ |
71,911,653 |
|
|
|
|
|
|
|
|
|
|
Receivables: |
|
|
|
|
|
|
|
|
Employer matching contribution |
|
|
1,364,962 |
|
|
|
1,499,487 |
|
Employer retirement contribution |
|
|
806,331 |
|
|
|
891,196 |
|
Participant contributions |
|
|
79,489 |
|
|
|
90,631 |
|
Notes receivable from participants |
|
|
496,637 |
|
|
|
566,506 |
|
|
|
|
|
|
|
|
|
|
Total receivables |
|
|
2,747,419 |
|
|
|
3,047,820 |
|
|
|
|
|
|
|
|
|
|
NET ASSETS AVAILABLE FOR BENEFITS, AT FAIR VALUE |
|
|
68,903,714 |
|
|
|
74,959,473 |
|
|
|
|
Adjustment from fair value to contract value for fully benefit-responsive investment contracts |
|
|
(237,450 |
) |
|
|
(255,031 |
) |
|
|
|
|
|
|
|
|
|
NET ASSETS AVAILABLE FOR BENEFITS |
|
$ |
68,666,264 |
|
|
$ |
74,704,442 |
|
|
|
|
|
|
|
|
|
|
See accompanying notes to the financial statements.
2
HILL AND KNOWLTON RETIREMENT AND 401K SAVINGS 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 |
|
$ |
2,681,133 |
|
Net appreciation in fair value of investments |
|
|
1,581,793 |
|
|
|
|
|
|
Net investment income |
|
|
4,262,926 |
|
|
|
|
|
|
Interest income on notes receivable from participants |
|
|
22,257 |
|
|
|
|
|
|
|
|
Contributions: |
|
|
|
|
Participant contributions |
|
|
2,831,404 |
|
Employer contributions |
|
|
2,171,293 |
|
Rollover contributions |
|
|
394,191 |
|
|
|
|
|
|
Total contributions |
|
|
5,396,888 |
|
|
|
|
|
|
Total additions |
|
|
9,682,071 |
|
|
|
|
|
|
DEDUCTIONS: |
|
|
|
|
Benefits paid to participants |
|
|
15,717,729 |
|
Administrative expenses |
|
|
2,520 |
|
|
|
|
|
|
Total deductions |
|
|
15,720,249 |
|
|
|
|
|
|
DECREASE IN NET ASSETS |
|
|
(6,038,178 |
) |
|
|
NET ASSETS AVAILABLE FOR BENEFITS: |
|
|
|
|
|
|
Beginning of year |
|
|
74,704,442 |
|
|
|
|
|
|
End of year |
|
$ |
68,666,264 |
|
|
|
|
|
|
See accompanying notes to the financial statements.
3
HILL AND KNOWLTON RETIREMENT AND 401K SAVINGS PLAN
NOTES TO FINANCIAL STATEMENTS
AS OF DECEMBER 31, 2014 AND 2013 AND FOR THE YEAR ENDED DECEMBER 31, 2014
1. |
DESCRIPTION OF THE PLAN |
The following description of the Hill and Knowlton Retirement and 401k
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.
General
The Plan is a defined contribution plan covering
substantially all employees of Hill and Knowlton Strategies, LLC, (the Company or Plan Sponsor) formerly Hill & Knowlton, Inc., and is a wholly-owned subsidiary of WPP plc. The Plan allows employees to make deferred
contributions after their date of hire, as defined in the Plan document. Vanguard Fiduciary Trust Company (VFTC) is the Trustee and Recordkeeper for the Plan. The Plan is subject to the provisions of the Employee Retirement Income
Security Act of 1974 (ERISA).
Contributions/Eligibility
Deferred Contributions
Each year participants may contribute up to 50% of their pretax annual compensation, as defined in the Plan. In addition, effective
August 31, 2011, participants may make Roth elective deferrals to their account. Eligible employees are automatically enrolled in the Plan at a deferral rate of 4% of their eligible compensation, unless the employee elects prior to his or her
date of Plan participation either not to defer compensation or to defer a larger or smaller percentage of compensation. Eligible employees are also deemed to have elected to increase their deferred contributions in 1% increments in each Plan year
following their automatic enrollment up to a maximum deferral rate of 10% of compensation. These contributions are invested in the default investment fund, as defined in the Plan. For Plan years 2014 and 2013, participating compensation is limited
to $260,000 and $255,000, respectively.
Participants may also contribute amounts representing qualifying distributions from other
qualified plans. Contributions are subject to certain Internal Revenue Code (IRC) limitations.
Matching Contributions
Effective January 1, 2012, the Company contributes up to 4% of annual eligible compensation a participant contributes to the Plan who
is an active employee on the last day of the Plan year (Matching Contributions). Effective January 1, 2012, an employee becomes eligible to receive Matching Contributions on his or her employment commencement date, as defined in the
Plan.
Retirement Contributions
Effective January 1, 2009, the Company, in its sole discretion, may make a contribution on behalf of each participant who was employed on
the last day of the Plan year, in an amount to be determined by the Company. In 2014, the Retirement Contribution equaled 3% of annual eligible compensation. For purposes of receiving Retirement Contributions an employee becomes eligible on the
first day of the month coincident with, or after the completion of two years of service.
4
HILL AND KNOWLTON RETIREMENT AND 401K SAVINGS PLAN
NOTES TO FINANCIAL STATEMENTS
AS OF DECEMBER 31, 2014 AND 2013 AND FOR THE YEAR ENDED DECEMBER 31, 2014
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 (up
to the annual federal dollar limit for these contributions).
Participant Accounts
Each participants account is credited with the participants contribution, the Companys Matching Contribution, the Companys Retirement
Contribution and Plan earnings. Participant accounts are charged with an allocation of Plan losses and 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.
Investments
Participants direct the investment of their contributions into various investment options offered by the Plan. The Plan currently offers a number of mutual
funds, a common collective trust, and a WPP Stock Fund, which invests in American Depositary Shares of WPP plc (WPP plc ADSs).
Vesting
Participants are vested immediately in their contributions and the Companys Retirement Contributions, plus actual earnings
thereon. Participants employed prior to January 1, 2012, vest in Company Matching Contributions on a three-year graded schedule. Participants employed after such date vest on a four-year graded schedule.
Forfeited Accounts
At December 31, 2014 and 2013,
forfeited non-vested accounts totaled $669,738 and $497,655, respectively. These amounts will be used to reduce the Companys future contributions (Matching or Retirement) and Plan expenses. Forfeitures were not used in 2014.
Notes Receivable from Participants
Participants may
borrow from their 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 participants account and bear interest at rates commensurate with
local prevailing rates as determined quarterly by the Plan Administrator. The loan interest rate is set at 1% above the prime rate. Principal and interest are paid ratably through payroll deductions. At December 31, 2014, interest rates ranged
from 4.25% to 7.00%, for outstanding loans. Loan repayment periods are not to exceed 5 years, except that loans made to purchase a principal residence may be paid over 20 years.
5
HILL AND KNOWLTON RETIREMENT AND 401K SAVINGS PLAN
NOTES TO FINANCIAL STATEMENTS
AS OF DECEMBER 31, 2014 AND 2013 AND FOR THE YEAR ENDED DECEMBER 31, 2014
1. |
DESCRIPTION OF THE PLAN - (continued) |
Payment of Benefits
On termination of service due to
death, disability, retirement, or termination, a married participant (or surviving spouse) whose account was transferred in from the Money Purchase Pension Plan, a former plan that was previously merged into the Plan, may elect to receive payment of
that portion of his or her benefit in the form of a qualified joint and survivor annuity (as to the Money Purchase portion of the account), or in the form of a lump-sum distribution with the consent of the participants spouse. An unmarried
participant whose account was transferred in from the Money Purchase Pension Plan may elect to receive that portion of his or her benefit in the form of a monthly annuity (not to exceed the life expectancy of the participant and only as to the Money
Purchase portion of the account), or in the form of a lump-sum distribution. The remainder of each participants account that is not attributable to the Money Purchase Pension Plan will be distributed in a lump-sum payment. All participants who
were not participants of the Money Purchase Pension Plan and those whose accounts do not exceed $1,000, receive their distributions in a lump-sum payment. All participant distributions are equal to the value of the participants vested interest
in his or her account with commencement of payment as prescribed in the Plan document.
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 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 contract as well as the adjustment of the fully
benefit-responsive investment contract 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
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.
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.
6
HILL AND KNOWLTON RETIREMENT AND 401K SAVINGS PLAN
NOTES TO FINANCIAL STATEMENTS
AS OF DECEMBER 31, 2014 AND 2013 AND FOR THE YEAR ENDED DECEMBER 31, 2014
2. |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - (continued) |
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.
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
administrative and investment expenses of 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 evaluated
subsequent events through June 29, 2015, 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 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 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 used need to maximize the use of relevant observable inputs and minimize the use of unobservable inputs.
7
HILL AND KNOWLTON RETIREMENT AND 401K SAVINGS PLAN
NOTES TO FINANCIAL STATEMENTS
AS OF DECEMBER 31, 2014 AND 2013 AND FOR THE YEAR ENDED DECEMBER 31, 2014
3. |
FAIR VALUE MEASUREMENTS - (continued) |
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 Vanguard Retirement Savings Trust
(VRST), a common collective trust, invests primarily in synthetic guaranteed investment contracts and short-term money market funds. The VRST 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 collective trust, the investment adviser reserves the right to temporarily delay withdrawal
from the trust in order to ensure that securities liquidations will be carried out in an orderly business manner.
The following tables set forth by
level, within the fair value hierarchy, the Plans 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: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Bond funds |
|
$ |
5,495,314 |
|
|
$ |
|
|
|
$ |
|
|
|
$ |
5,495,314 |
|
Growth funds |
|
|
8,806,876 |
|
|
|
|
|
|
|
|
|
|
|
8,806,876 |
|
Index funds |
|
|
8,543,831 |
|
|
|
|
|
|
|
|
|
|
|
8,543,831 |
|
International funds |
|
|
3,187,188 |
|
|
|
|
|
|
|
|
|
|
|
3,187,188 |
|
Money market funds |
|
|
669,738 |
|
|
|
|
|
|
|
|
|
|
|
669,738 |
|
Target funds |
|
|
19,439,811 |
|
|
|
|
|
|
|
|
|
|
|
19,439,811 |
|
Value funds |
|
|
11,359,898 |
|
|
|
|
|
|
|
|
|
|
|
11,359,898 |
|
Common collective trust |
|
|
|
|
|
|
7,972,745 |
|
|
|
|
|
|
|
7,972,745 |
|
WPP Stock Fund |
|
|
680,894 |
|
|
|
|
|
|
|
|
|
|
|
680,894 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total assets at fair value |
|
$ |
58,183,550 |
|
|
$ |
7,972,745 |
|
|
$ |
|
|
|
$ |
66,156,295 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
8
HILL AND KNOWLTON RETIREMENT AND 401K SAVINGS PLAN
NOTES TO FINANCIAL STATEMENTS
AS OF DECEMBER 31, 2014 AND 2013 AND FOR THE YEAR ENDED DECEMBER 31, 2014
3. |
FAIR VALUE MEASUREMENTS - (continued) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Assets at Fair Value as of December 31, 2013 |
|
|
|
Level 1 |
|
|
Level 2 |
|
|
Level 3 |
|
|
Total |
|
Mutual funds: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Bond funds |
|
$ |
6,331,190 |
|
|
$ |
|
|
|
$ |
|
|
|
$ |
6,331,190 |
|
Growth funds |
|
|
11,573,608 |
|
|
|
|
|
|
|
|
|
|
|
11,573,608 |
|
Index funds |
|
|
10,131,274 |
|
|
|
|
|
|
|
|
|
|
|
10,131,274 |
|
International funds |
|
|
4,032,192 |
|
|
|
|
|
|
|
|
|
|
|
4,032,192 |
|
Money market funds |
|
|
497,655 |
|
|
|
|
|
|
|
|
|
|
|
497,655 |
|
Target funds |
|
|
15,651,136 |
|
|
|
|
|
|
|
|
|
|
|
15,651,136 |
|
Value funds |
|
|
13,167,745 |
|
|
|
|
|
|
|
|
|
|
|
13,167,745 |
|
Common collective trust |
|
|
|
|
|
|
9,631,184 |
|
|
|
|
|
|
|
9,631,184 |
|
WPP Stock Fund |
|
|
895,669 |
|
|
|
|
|
|
|
|
|
|
|
895,669 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total assets at fair value |
|
$ |
62,280,469 |
|
|
$ |
9,631,184 |
|
|
$ |
|
|
|
$ |
71,911,653 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
4. |
INVESTMENT IN COLLECTIVE TRUST |
The investment in the VRST includes fully benefit-responsive
investments stated at fair value. Contract value is equal to principal balance 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 Trust is twelve months, which provides for Plan redemptions at contract value, subject to the provisions of the Trust. The average yield and crediting interest rates for the VRST
were 2.30% and 1.89%, respectively, for 2014 and 1.98% and 1.56%, respectively, for 2013. The crediting interest rate is based on a formula agreed upon with the issuer.
Certain events limit the ability of the Plan to transact at contract value. Such events include (1) amendments to the Plan documents (including complete
or partial Plan termination or merger with another plan), (2) changes to the Plans 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 from federal income taxes or any required prohibited transaction exemption
under ERISA. The Plan Administrator believes that any events that would limit the Plans ability to transact at contract value with participants are probable of not occurring.
9
HILL AND KNOWLTON RETIREMENT AND 401K SAVINGS PLAN
NOTES TO FINANCIAL STATEMENTS
AS OF DECEMBER 31, 2014 AND 2013 AND FOR THE YEAR ENDED DECEMBER 31, 2014
The following presents Plan investments that represent five percent or more of the
Plans net assets available for benefits as of December 31, 2014 and 2013:
|
|
|
|
|
|
|
|
|
Description of Investment |
|
2014 |
|
|
2013 |
|
Vanguard Retirement Savings Trust |
|
$ |
7,972,745 |
|
|
$ |
9,631,184 |
|
Vanguard Morgan Growth Fund |
|
|
6,229,172 |
|
|
|
8,321,428 |
|
Vanguard Wellington Fund |
|
|
5,027,047 |
|
|
|
6,556,320 |
|
Vanguard Total Bond Mkt Index Fund |
|
|
4,033,761 |
|
|
|
4,395,479 |
|
Vanguard Windsor II Fund |
|
|
4,007,736 |
|
|
|
3,961,949 |
|
Vanguard Small-Cap Value Index Fund |
|
|
3,810,680 |
|
|
|
4,449,040 |
|
During 2014, the Plans investments (including gains and losses on investments bought and sold, as well as held during
the year) appreciated in value by $1,581,793 as follows:
|
|
|
|
|
Investment Category |
|
|
|
Mutual funds |
|
$ |
1,655,532 |
|
WPP Stock Fund |
|
|
(73,739 |
) |
|
|
|
|
|
Net appreciation in fair value of investments |
|
$ |
1,581,793 |
|
|
|
|
|
|
The IRS has determined and informed the Company by a letter dated April 30,
2014, 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 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 approximately 6,541 WPP plc ADSs in the WPP Stock Fund, which is valued at $680,894, and at December 31, 2013 the Plan held 7,798 WPP Group plc ADSs in the WPP Stock
Fund, which is valued at $895,669.
Certain Plan investments are shares of mutual funds managed by an affiliate of VFTC. VFTC is the Trustee as defined by
the Plan and, therefore, these transactions qualify as exempt party-in-interest transactions. There have been no known prohibited transactions with parties-in-interest.
10
HILL AND KNOWLTON RETIREMENT AND 401K SAVINGS PLAN
NOTES TO FINANCIAL STATEMENTS
AS OF DECEMBER 31, 2014 AND 2013 AND 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 the Company contribution portion of their account.
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. |
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 |
|
$ |
68,666,264 |
|
|
$ |
74,704,442 |
|
Deemed loans |
|
|
(4,409 |
) |
|
|
(22,788 |
) |
Adjustment from fair value to contract value for fully benefit-responsive investment
contracts |
|
|
237,450 |
|
|
|
255,031 |
|
|
|
|
|
|
|
|
|
|
Net assets available for benefits per the IRS Form 5500 |
|
$ |
68,899,305 |
|
|
$ |
74,936,685 |
|
|
|
|
|
|
|
|
|
|
***
11
HILL AND KNOWLTON RETIREMENT AND 401K SAVINGS PLAN
|
|
|
EIN: 13-3016062 |
|
|
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: |
|
|
|
|
|
|
|
|
* |
|
Vanguard Retirement Savings Trust |
|
Common Collective Trust |
|
** |
|
$ |
7,972,745 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Mutual Funds: |
|
|
|
|
|
|
|
|
|
|
American Europacific Growth Fund |
|
Mutual Fund |
|
** |
|
|
2,221,026 |
|
|
|
Buffalo Small Cap Fund |
|
Mutual Fund |
|
** |
|
|
169,494 |
|
|
|
Columbia Acorn Fund Class Z |
|
Mutual Fund |
|
** |
|
|
1,421,847 |
|
|
|
PIMCO Total Return Fund |
|
Mutual Fund |
|
** |
|
|
1,125,397 |
|
* |
|
Vanguard 500 Index Fund |
|
Mutual Fund |
|
** |
|
|
3,141,959 |
|
* |
|
Vanguard Extended Market Index Fund |
|
Mutual Fund |
|
** |
|
|
986,361 |
|
* |
|
Vanguard Global Equity Fund |
|
Mutual Fund |
|
** |
|
|
1,591,192 |
|
* |
|
Vanguard Inflation-Protected Securities Fund |
|
Mutual Fund |
|
** |
|
|
336,156 |
|
* |
|
Vanguard Morgan Growth Fund |
|
Mutual Fund |
|
** |
|
|
6,229,172 |
|
* |
|
Vanguard Prime Money Market Fund |
|
Mutual Fund |
|
** |
|
|
669,738 |
|
* |
|
Vanguard Selected Value Fund |
|
Mutual Fund |
|
** |
|
|
2,325,115 |
|
* |
|
Vanguard Small-Cap Value Index Fund |
|
Mutual Fund |
|
** |
|
|
3,810,680 |
|
* |
|
Vanguard Target Retirement 2010 |
|
Mutual Fund |
|
** |
|
|
458,152 |
|
* |
|
Vanguard Target Retirement 2015 |
|
Mutual Fund |
|
** |
|
|
359,296 |
|
* |
|
Vanguard Target Retirement 2020 |
|
Mutual Fund |
|
** |
|
|
2,775,034 |
|
* |
|
Vanguard Target Retirement 2025 |
|
Mutual Fund |
|
** |
|
|
1,521,073 |
|
* |
|
Vanguard Target Retirement 2030 |
|
Mutual Fund |
|
** |
|
|
2,045,509 |
|
* |
|
Vanguard Target Retirement 2035 |
|
Mutual Fund |
|
** |
|
|
3,393,022 |
|
* |
|
Vanguard Target Retirement 2040 |
|
Mutual Fund |
|
** |
|
|
3,415,168 |
|
* |
|
Vanguard Target Retirement 2045 |
|
Mutual Fund |
|
** |
|
|
2,542,858 |
|
* |
|
Vanguard Target Retirement 2050 |
|
Mutual Fund |
|
** |
|
|
1,706,860 |
|
* |
|
Vanguard Target Retirement 2055 |
|
Mutual Fund |
|
** |
|
|
694,765 |
|
* |
|
Vanguard Target Retirement 2060 |
|
Mutual Fund |
|
** |
|
|
122 |
|
* |
|
Vanguard Retirement Income Fund |
|
Mutual Fund |
|
** |
|
|
527,953 |
|
* |
|
Vanguard Total Bond Mkt Index Fund |
|
Mutual Fund |
|
** |
|
|
4,033,761 |
|
* |
|
Vanguard Total International Stk Index Fund |
|
Mutual Fund |
|
** |
|
|
966,163 |
|
* |
|
Vanguard Wellington Fund |
|
Mutual Fund |
|
** |
|
|
5,027,047 |
|
* |
|
Vanguard Windsor II Fund |
|
Mutual Fund |
|
** |
|
|
4,007,736 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total Mutual Funds |
|
|
|
|
|
|
57,502,656 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
WPP Stock Fund: |
|
|
|
|
|
|
|
|
* |
|
WPP plc |
|
American Depositary Shares |
|
** |
|
|
680,894 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total Investments |
|
|
|
|
|
|
66,156,295 |
|
|
|
Notes receivable from participants |
|
Interest rates from 4.25% - 7.00% |
|
|
|
|
|
|
|
|
|
|
maturing through February 2031. |
|
|
|
|
496,637 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total Assets Held at End of Year |
|
|
|
|
|
$ |
66,652,932 |
|
|
|
|
|
|
|
|
|
|
|
|
* |
|
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
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.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
HILL AND KNOWLTON RETIREMENT AND 401k SAVINGS PLAN |
|
|
|
|
|
Date: June 29, 2015 |
|
|
|
|
|
By: |
|
/s/ Mark Thorne |
|
|
|
|
|
|
Name: |
|
Mark Thorne |
|
|
|
|
|
|
Title: |
|
Global Chief Operating Officer |
13
INDEX TO EXHIBITS
|
|
|
Exhibit No. |
|
Description |
|
|
23.1 |
|
Consent of Independent Registered Public Accounting Firm |
14
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 Hill and Knowlton
Retirement and 401k Savings Plan for the year ended December 31, 2014.
/s/ Bencivenga Ward & Company, CPAs, P.C.
Valhalla, New York
June 29, 2015
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