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, 2009
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: |
Ogilvy & Mather Profit Sharing Retirement
and 401(k) Plan
| B. | Name of issuer of the securities held pursuant to the plan and the address of its principal executive office: |
WPP plc
6 Ely Place
Dublin 2, Ireland
OGILVY & MATHER PROFIT SHARING RETIREMENT AND 401(k) PLAN
INDEX TO FINANCIAL STATEMENTS
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, as amended, have been omitted because they are not applicable.
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To the Participants and Plan Administrator of the
Ogilvy & Mather Profit Sharing Retirement and 401(k) Plan:
We have audited the accompanying statements of net assets available for benefits of the Ogilvy & Mather Profit Sharing Retirement and 401(k) Plan (the “Plan”) as of December 31, 2009 and 2008, and the related statement of changes in net assets available for benefits for the year ended December 31, 2009. 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 at December 31, 2009 and 2008 and the changes in net assets available for benefits for the year ended December 31, 2009 in conformity with accounting principles generally accepted in the United States of America.
Our audits were conducted for the purpose of forming an opinion on the basic financial statements taken as a whole. The supplemental Schedule H, Part IV, line 4i – Schedule of Assets (Held at End of Year) as of December 31, 2009 is presented for the purpose of additional analysis and is not a required part of the basic financial statements, but is supplementary 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 schedule is the responsibility of the Plan’s management. The supplemental schedule has been subjected to the auditing procedures applied in our audits of the basic financial statements and, in our opinion, is fairly stated in all material respects when considered in relation to the basic financial statements taken as a whole.
|
/S/ BENCIVENGA WARD & COMPANY CPA’s, P.C. |
|
Valhalla, New York |
June 24, 2010 |
1
OGILVY & MATHER PROFIT SHARING RETIREMENT AND 401(k) PLAN
STATEMENTS OF NET ASSETS AVAILABLE FOR BENEFITS
DECEMBER 31, 2009 AND 2008
| | | | | | | |
| | | 2009 | | | 2008 |
ASSETS: | | | | | | | |
Investments, at fair value | | $ | 141,503,375 | | | $ | 105,371,452 |
| | |
Receivables: | | | | | | | |
Employee contributions | | | 342,958 | | | | 392,246 |
| | | | | | | |
| | |
NET ASSETS AVAILABLE FOR BENEFITS, AT FAIR VALUE | | | 141,846,333 | | | | 105,763,698 |
| | |
Adjustment from fair value to contract value for fully benefit-responsive investment contracts | | | (1,236,552 | ) | | | 1,834,985 |
| | | | | | | |
| | |
NET ASSETS AVAILABLE FOR BENEFITS | | $ | 140,609,781 | | | $ | 107,598,683 |
| | | | | | | |
See accompanying notes to financial statements.
2
OGILVY & MATHER PROFIT SHARING RETIREMENT AND 401(k) PLAN
STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS
FOR THE YEAR ENDED DECEMBER 31, 2009
| | | |
ADDITIONS: | | | |
| |
CONTRIBUTIONS- | | | |
| |
Rollover contributions | | $ | 264,088 |
Employee contributions | | | 12,442,898 |
| | | |
Total Contributions | | | 12,706,986 |
| | | |
| |
INVESTMENT INCOME- | | | |
| |
Net appreciation in fair value of investments | | | 22,043,488 |
Interest and dividend income | | | 3,276,184 |
Loan interest | | | 135,119 |
| | | |
Total Investment Income | | | 25,454,791 |
| | | |
| |
ASSETS TRANSFERRED IN | | | 6,617,831 |
| | | |
| |
Total Additions | | | 44,779,608 |
| | | |
| |
DEDUCTIONS: | | | |
| |
Benefits paid to participants | | | 11,768,510 |
| | | |
Total Deductions | | | 11,768,510 |
| | | |
| |
INCREASE IN NET ASSETS | | | 33,011,098 |
| |
NET ASSETS AVAILABLE FOR BENEFITS: | | | |
| |
Beginning of year | | | 107,598,683 |
| | | |
| |
End of year | | $ | 140,609,781 |
| | | |
See accompanying notes to financial statements.
3
OGILVY & MATHER PROFIT SHARING RETIREMENT AND 401(k) PLAN
NOTES TO FINANCIAL STATEMENTS
AS OF DECEMBER 31, 2009 AND 2008 AND FOR THE YEAR ENDED DECEMBER 31, 2009
The following description of the Ogilvy & Mather Profit Sharing Retirement and 401(k) Plan (the “Plan”), as amended and restated effective September 1, 2005, is provided for general informational purposes only. Participants should refer to the Plan document for more complete information.
General - The Plan is a defined contribution plan sponsored by The Ogilvy Group, Inc. (the “Company”), a wholly-owned subsidiary of WPP plc. The Plan covers all full-time employees of The Ogilvy Group, Inc., A. Eicoff and Company, Inc., Marketing Intelligence Services, Inc., Soho Square, Inc., Shire Health International Inc. and 141Worldwide LLC (collectively the “Companies”). Mercer HR Services is the recordkeeper and Trustee of the Plan. The Plan is subject to the provisions of the Employee Retirement Income Security Act of 1974, as amended (“ERISA”).
Eligibility - All employees are eligible to participate in the Plan, except employees who are: (a) covered by collective bargaining agreements, unless otherwise stipulated in such collective bargaining agreements, and (b) leased employees. Employees who are determined to be temporary, part-time or contingent employees are eligible to participate on the first day of the month coinciding with, or next following, the completion of one year of service, as defined. All other employees are eligible to participate on the first day of the month coinciding with, or next, following the one-month anniversary of the employee’s employment commencement date, as defined.
Contributions - All employer contributions to the Plan are made at the discretion of the management of the Companies. There were no employer contributions for 2009. Participants may elect to make 401(k) contributions in an amount from 1% to 50% of their eligible compensation in any calendar year. These contributions constitute salary reductions and are subject to tax deferral under the Internal Revenue Code (“IRC”). In addition, effective January 1, 2006, participants may make Roth elective deferrals to their account. Participants direct the investment of their contributions into various investment options offered by the Plan. A separate account is maintained by the Trustee for each participant to record the participant’s contribution, the employer contributions, and employee rollovers.
Effective September 1, 2005, eligible employees shall be automatically enrolled in the Plan at a deferral rate of 3% 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. Such election shall be made in writing or via telephone or internet access to the Company’s Benefits Department.
The maximum 401(k) contribution as established by the Internal Revenue Service (“IRS”) for the year ended December 31, 2009 was $16,500. In addition, participants who have attained the age of 50 before the close of the Plan year, may make catch-up contributions in accordance with the IRC. The maximum amount of catch-up contributions for the year ended December 31, 2009 was $5,500.
Vesting - All participants are fully vested in their accounts at all times. Elective employee 401(k) contributions and earnings thereon are always fully vested. Participants are fully vested in their Roth elective deferrals.
4
OGILVY & MATHER PROFIT SHARING RETIREMENT AND 401(k) PLAN
NOTES TO FINANCIAL STATEMENTS
AS OF DECEMBER 31, 2009 AND 2008 AND FOR THE YEAR ENDED DECEMBER 31, 2009
| 1. | PLAN DESCRIPTION – (continued) |
Participant Accounts - Individual accounts are maintained for each plan participant. Each participant’s account is credited with the participant’s contribution, the allocation of company discretionary contributions and plan earnings, and charged with withdrawals and an allocation of plan losses and administrative expenses. Allocations are based on participant earnings or account balances as defined.
The benefit to which a participant is entitled is the benefit that can be provided from the participant’s vested account. The Company’s contributions, if any, are allocated to each participant provided the participant is employed by one of the Companies at the end of the plan year.
Investments - Participants direct the investment of their contributions and Company contributions into various investment options offered by the Plan. The Plan offers a number of mutual funds, including a family of target retirement funds, a common collective trust fund and the WPP Stock Fund, which invests in American Depositary Shares (“ADSs”) of WPP plc (“WPP plc ADSs”).
Payment of Benefits - Plan participants or beneficiaries are eligible to receive a benefit payment equal to their vested account balance upon termination of employment, retirement, or death, as stipulated in the Plan agreement. Such benefit shall be made in a lump-sum payment, subject to certain restrictions as defined in the Plan. All distributions under the Plan are made in cash, except to the extent that the participant has an investment in the WPP Stock Fund and elects to have such portion of the participant’s account distributed in WPP plc ADSs held in the WPP Stock Fund. The plan was amended in 2004 to allow for in-service age 59 1/2 and in-service rollover withdrawals.
Plan Administration - The Plan is administered by the Retirement Plan Committee, which was established by the Board of Directors of the Company to serve in such capacity.
Administrative Expenses - Administrative expenses of the Plan are paid by the Plan, as provided for in the Plan document, to the extent not paid by the Company. Brokerage fees are included in the cost of investments when purchased and deducted from the proceeds when investments are sold.
Plan Termination - Although it has not expressed any intent to do so, the Company may terminate the Plan at any time, subject to the provisions set forth in ERISA. In the event of Plan termination, the accounts of all participants affected shall become fully vested and non-forfeitable. Assets remaining in the trust fund will be distributed to the participants and beneficiaries in proportion to their respective account balances.
Participant Hardships and Loans - The Retirement Plan Committee may permit an eligible employee, as defined, to withdraw all or a portion of a participant’s account balance upon the next valuation date upon hardship subject to certain provisions in the Plan. Hardships are defined by the Plan agreement as certain medical expenses, purchase of a primary residence, payment of certain tuition and education fees, and to prevent eviction from their primary residence. Effective January 1, 2006, hardships include certain payments for burial and funeral expenses and damages to a principal residence as defined by the IRC. A participant receiving a hardship withdrawal may not make employee contributions to any plans maintained by the Company or any affiliate for a period of six months.
5
OGILVY & MATHER PROFIT SHARING RETIREMENT AND 401(k) PLAN
NOTES TO FINANCIAL STATEMENTS
AS OF DECEMBER 31, 2009 AND 2008 AND FOR THE YEAR ENDED DECEMBER 31, 2009
| 1. | PLAN DESCRIPTION – (continued) |
Participant Hardships and Loans (continued)-
All eligible employees can request a loan. Only two personal loans and one residential loan can be outstanding at any time. The minimum loan is $1,000 and may not exceed 50% of the eligible employee’s vested account balance. Loan repayment and interest rates are determined at the discretion of the Retirement Plan Committee, generally five and fifteen years for personal and residential loans, respectively. The loans are secured by the pledge of the participant’s interest in the Plan. Upon terminating a participant can: (a) pay-off the entire outstanding loan balance, (b) transfer the loan to a successor employer qualified retirement plan as part of an eligible rollover distribution, or (c) elect to continue repayment in a form or manner determined by the Retirement Plan Committee, subject to the provisions of the Plan. An eligible employee who takes an approved unpaid leave of absence, as defined in the Plan, may discontinue payments on the loan for a period of absence up to 12 months. Upon return to employment, the eligible employee must repay the missed payments within the original loan term. Loans made to participants generally have a term of five and fifteen years for personal and residential loans, respectively. At December 31, 2009, interest rates ranged from 4.25% to 9.25%, for outstanding loans. Participant loans at December 31, 2009 and 2008 were $2,256,032 and $2,262,076, respectively.
| 2. | SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES |
Basis of Accounting - The financial statements of the Plan have been prepared on the accrual basis in accordance with accounting principles generally accepted in the United States of America.
Recent Accounting Pronouncements - In April 2009, the Financial Accounting Standards Board (“FASB”) issued guidance under ASC 820, formerly known as FSP FAS 157-4, Determining Fair Value When the Volume and Level of Activity for the Asset or Liability Have Significantly Decreased and Identifying Transactions That Are Not Orderly. This guidance reaffirms that 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 under current market conditions. The guidance also reaffirms the need to use judgment in determining if a formerly active market has become inactive and in determining fair values when the market has become inactive. This guidance was adopted by the Plan during 2009 and did not have a material impact on the Plan’s accompanying financial statements.
In June 2009, the FASB issued guidance under ASC 105, Generally Accepted Accounting Principles, which was formerly referred to as FASB Statement of Financial Accounting Standards No. 168, FASB Accounting Standards Codification and the Hierarchy of Generally Accepted Accounting Principles – A Replacement of FASB Statement No. 162. This guidance establishes the FASB Accounting Standards Codification (“Codification”) as the source of authoritative U.S. generally accepted accounting principles (“GAAP”) for nongovernmental entities. The codification supersedes all existing non-SEC accounting and reporting standards. Rules and interpretive releases of the SEC under authority of federal security laws remain authoritative GAAP for SEC registrants. This guidance and the Codification are effective for financial statements issued for annual periods ending after September 15, 2009. As the Codification did not change existing GAAP, the adoption did not have an impact on the Plan’s accompanying financial statements.
6
OGILVY & MATHER PROFIT SHARING RETIREMENT AND 401(k) PLAN
NOTES TO FINANCIAL STATEMENTS
AS OF DECEMBER 31, 2009 AND 2008 AND FOR THE YEAR ENDED DECEMBER 31, 2009
| 2. | SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES – (continued) |
Recent Accounting Pronouncements (continued)-
During 2009, the Plan adopted FASB Statement No. 165, Subsequent Events, or ASC 855, which was issued in May 2009 and is effective for fiscal years and interim periods ending after June 15, 2009. ASC 855 requires evaluation of subsequent events through the date of financial statement issuance. The adoption of this guidance is reflected in these financial statements.
In September 2009, the FASB issued ASC update 2009-12, Fair Value Measurements and Disclosures (Topic 820) – Investment in Certain Entities that Calculate Net Asset Value per Share (or Its Equivalent). This update provides guidance on estimating the fair value of a company’s investments in investment companies when the investment does not have a readily determinable fair value. It permits the use of the investment’s net asset value as a practical expedient to determine fair value. This guidance also required additional disclosure of the attributes of these investments such as: (i) the nature of any restrictions on the reporting entity’s ability to redeem its investment; (ii) unfunded commitments; and (iii) investment strategies of the investees. This guidance is effective for periods ending after December 15, 2009. The adoption did not have a material impact on the Plan’s financial condition or results of operations and all applicable disclosures are included in these financial statements.
Use of Estimates - The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect reported amounts of net assets available for benefits and changes therein. Actual results could differ from those estimates.
Risks and Uncertainties - The Plan provides various investment options. Investment securities in general are exposed to various risks, such as interest rate risk, credit risk and overall market volatility. Due to the level of risk associated with certain investment securities, it is reasonably possible that changes in the values of investment securities will occur in the near term and that such changes could materially affect the amounts reported in the financial statements.
Investment Valuation and Income Recognition - Investments are stated at fair value. Purchases and sales of securities are recorded on a trade-date basis. Interest income is recorded on the accrual basis. Dividend income is recorded on the ex-dividend date.
The FASB ASC 962 (formerly known as FASB Staff Position No. AAG INV-1 and SOP 94-4-1, Reporting of Fully Benefit-Responsive Investment Contracts Held by Certain Investment Companies Subject to the AICPA Investment Company Guide and Defined-Contribution Health and Welfare and Pension Plans), requires investment contracts held by a defined-contribution plan 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 Plan. As required by the ASC, 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.
Payment of Benefits - Benefit payments to participants are recorded upon distribution.
7
OGILVY & MATHER PROFIT SHARING RETIREMENT AND 401(k) PLAN
NOTES TO FINANCIAL STATEMENTS
AS OF DECEMBER 31, 2009 AND 2008 AND FOR THE YEAR ENDED DECEMBER 31, 2009
| 3. | FAIR VALUE MEASUREMENTS |
The Plan’s investments are reported at fair value in the statements of net assets available for benefits, classified for 2009 and 2008 as follows:
| | | | | | | | | | | | |
| | | | | Fair Value
Measurements Using |
As of December 31, 2009 | | Fair Value | | Quoted Prices in
Active Markets for
Identical Assets
(Level 1) | | Significant Other
Observable Inputs
(Level 2) | | Significant
Unobservable
Inputs
(Level 3) |
Mutual funds | | $ | 102,604,425 | | $ | 102,604,425 | | $ | — | | $ | — |
Common collective trusts | | | 30,755,576 | | | — | | | 30,755,576 | | | — |
Participant loans | | | 2,256,032 | | | — | | | 2,256,032 | | | — |
WPP Stock Fund | | | 5,887,342 | | | 5,887,342 | | | — | | | — |
| | | | | | | | | | | | |
Total | | $ | 141,503,375 | | $ | 108,491,767 | | $ | 33,011,608 | | $ | — |
| | | | | | | | | | | | |
| | | | | | | | | | | | |
| | | | | Fair Value
Measurements Using |
As of December 31, 2008 | | Fair Value | | Quoted Prices in
Active Markets for
Identical Assets
(Level 1) | | Significant Other
Observable Inputs
(Level 2) | | Significant
Unobservable
Inputs
(Level 3) |
Mutual funds | | $ | 72,952,316 | | $ | 72,952,316 | | $ | — | | $ | — |
Common collective trust | | | 26,513,304 | �� | | — | | | 26,513,304 | | | — |
Participant loans | | | 2,262,076 | | | — | | | 2,262,076 | | | — |
WPP Stock Fund | | | 3,643,756 | | | 3,643,756 | | | — | | | — |
| | | | | | | | | | | | |
Total | | $ | 105,371,452 | | $ | 76,596,072 | | $ | 28,775,380 | | $ | — |
| | | | | | | | | | | | |
The Plan adopted FASB ASC 820 (formerly known as FASB Statement 157, Fair Value Measurements), as of January 1, 2008. ASC 820 does not determine or affect the circumstances under which fair value measurements are used, but defines fair value, expands disclosure requirements around fair value and specifies a hierarchy of valuation techniques based on whether the inputs to those valuation techniques are observable or unobservable. Observable inputs reflect market data obtained from independent sources, while unobservable inputs reflect the Company’s market assumptions. This guidance establishes a hierarchy that prioritizes the inputs to valuation techniques used to measure fair value. This hierarchy consists of three broad levels: Level 1 inputs consist of unadjusted quoted prices in active markets for identical assets and have the highest priority; Level 2 inputs are significant other observable inputs other than Level 1 prices such as quoted prices for similar assets or liabilities in active markets, quoted prices in markets that are not active or other inputs that are observable or can be corroborated by observable market data; and Level 3 inputs are significant unobservable inputs that reflect the Plan’s own assumptions about the assumptions that market participants would use in pricing an asset or liability and have the lowest priority. The Plan uses appropriate valuation techniques based on the available inputs to measure the fair value of investments.
8
OGILVY & MATHER PROFIT SHARING RETIREMENT AND 401(k) PLAN
NOTES TO FINANCIAL STATEMENTS
AS OF DECEMBER 31, 2009 AND 2008 AND FOR THE YEAR ENDED DECEMBER 31, 2009
| 3. | FAIR VALUE MEASUREMENTS – (continued) |
Level 1 Fair Value Measurements
The fair value of the WPP Stock Fund and mutual funds is based on quoted net asset values of the shares held by the Plan at year-end.
Level 2 Fair Value Measurements
The Putnam Stable Value Fund (“Putnam Trust”) and the Vanguard Retirement Savings Trust (“Vanguard Trust”) are common collective trusts, that invest primarily in traditional, security-backed, and synthetic guaranteed investment contracts. The investment objective of the Putnam Trust is to provide a fixed income yield with minimal market-related risk. The investment objective of the Vanguard Trust is to provide an attractive rate of interest and safety of principal. Both trusts are valued at fair market value based on the fair value of the underlying assets and include an adjustment in the statements of net assets available for benefits to present these investments at contract value. Participant-directed redemptions at contract value ordinarily have no restrictions; nevertheless, certain events, such as premature termination of the contract by the Plan or termination of the Plan, can limit the Plan’s ability to transact at contract value with the Trust. In those events, the amounts withdrawn may be payable at fair value rather than contract value. However, based upon experience to date, the Plan Administrator does not believe that such events are probable of occurring. Investment contracts may have elements of risk due to lack of a secondary market and resale restrictions, which may result in the inability of the trusts to sell a contract at a fair price and may substantially delay sale of contracts that the trusts seek to sell.
The value of the participant loans is equal to the amortized cost of the loans, which approximates fair value. The participant loans’ fair value is ultimately based on observable market inputs such as current interest rates and other relevant factors.
The Plan’s investments that represented five percent or more of the Plan’s net assets available for benefits as of December 31, 2009 and 2008 are as follows:
| | | | | | | | |
| | | December 31, 2009 | | December 31, 2008 |
Description of Investment | | Shares | | $ Value | | Shares | | $ Value |
The Boston Co. Small Cap Growth Fund | | 158,025.353 | | 7,049,511 | | 157,611.822 | | 5,785,930 |
Davis NY Venture Fund Cl A | | 256,536.657 | | 7,947,506 | | 256,698.260 | | 6,063,213 |
The Growth Fund of America | | 771,719.163 | | 20,782,397 | | 728,641.664 | | 14,718,562 |
Capital World Growth and Income Fund | | 288,744.992 | | 9,823,105 | | 284,869.990 | | 7,554,752 |
Artio International Equity Fund | | 283,332.776 | | 8,001,318 | | 248,498.155 | | 6,105,600 |
Putnam Stable Value Fund | | 27,769,759.740 | | 28,970,802 | | 28,348,288.950 | | 26,513,304 |
PIMCO Total Return Fund | | 950,708.508 | | 10,267,652 | | 849,851.878 | | 8,617,498 |
Vanguard Institutional Index Fund | | 70,041.626 | | 7,142,845 | | | | * |
|
* This investment did not represent 5% or more of the Plan’s net assets available for benefits at December 31, 2008. |
9
OGILVY & MATHER PROFIT SHARING RETIREMENT AND 401(k) PLAN
NOTES TO FINANCIAL STATEMENTS
AS OF DECEMBER 31, 2009 AND 2008 AND FOR THE YEAR ENDED DECEMBER 31, 2009
| 4. | INVESTMENTS (continued) |
During the year ended December 31, 2009, the Plan’s investments (including gains and losses on investments bought and sold, as well as held during the year) appreciated in value by $22,043,488 as follows:
| | | |
Investment Category | | | |
Mutual funds | | $ | 19,737,487 |
WPP Stock Fund | | | 2,306,001 |
| | | |
| |
Net appreciation of investments | | $ | 22,043,488 |
| | | |
| 5. | FEDERAL INCOME TAX STATUS |
The IRS has determined and informed the Company in a letter dated May 4, 2004 that the Plan is in compliance with the applicable requirements of the IRC. The Plan has been amended since receiving the determination letter. However, the plan administrator believes that the Plan is designed and is currently being operated in compliance with the applicable requirements of the IRC.
| 6. | RELATED PARTY TRANSACTIONS |
The Plan provides participants the option to invest in the WPP Stock Fund, a party-in-interest. At December 31, 2009 the Plan held 121,014 WPP plc ADSs in the WPP Stock Fund, valued at $5,887,342, and at December 31, 2008 the Plan held 123,141 WPP Group plc ADSs in the WPP Stock Fund valued at $3,643,756. This investment appreciated (depreciated) in value by $2,306,001 and $(4,266,468) for the years ended December 31, 2009 and 2008, respectively.
These transactions qualify as exempt party-in-interest transactions. There have been no known prohibited transactions with parties in interest.
During 2009, the Plan accepted transfers of assets representing participant accounts in the amount of $6,617,831 from Ogilvy Healthcare.
The Plan’s management evaluated subsequent events through June 24, 2010, the date on which the financial statements were issued and no additional disclosures were required.
* * * * * *
10
OGILVY & MATHER PROFIT SHARING RETIREMENT AND 401(k) PLAN
Form 5500, Schedule H, Part IV, Line 4i
Schedule of Assets (Held at End of Year)
December 31, 2009
| | | | | | | | | | |
(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 Trusts: | | | | | | | | |
| | Putnam Stable Value Fund | | Common Collective Trust | | * | * | | $ | 28,970,802 |
| | Vanguard Retirement Savings Trust | | Common Collective Trust | | * | * | | | 1,784,774 |
| | | | | | | | | | |
| | Total common collective trusts | | | | | | | | 30,755,576 |
| | | | | | | | | | |
| | | | |
| | Mutual Funds: | | | | | | | | |
| | T. Rowe Price Retirement Income Fund | | Mutual Fund | | * | * | | | 296,346 |
| | T. Rowe Price Retirement 2005 Fund | | Mutual Fund | | * | * | | | 664,110 |
| | T. Rowe Price Retirement 2010 Fund | | Mutual Fund | | * | * | | | 739,336 |
| | T. Rowe Price Retirement 2015 Fund | | Mutual Fund | | * | * | | | 1,627,490 |
| | T. Rowe Price Retirement 2020 Fund | | Mutual Fund | | * | * | | | 2,803,227 |
| | T. Rowe Price Retirement 2025 Fund | | Mutual Fund | | * | * | | | 2,902,329 |
| | T. Rowe Price Retirement 2030 Fund | | Mutual Fund | | * | * | | | 2,881,862 |
| | T. Rowe Price Retirement 2035 Fund | | Mutual Fund | | * | * | | | 2,810,380 |
| | T. Rowe Price Retirement 2040 Fund | | Mutual Fund | | * | * | | | 2,781,132 |
| | T. Rowe Price Retirement 2045 Fund | | Mutual Fund | | * | * | | | 1,456,200 |
| | T. Rowe Price Retirement 2050 Fund | | Mutual Fund | | * | * | | | 683,679 |
| | T. Rowe Price Retirement 2055 Fund | | Mutual Fund | | * | * | | | 101,467 |
| | PIMCO Total Return Fund | | Mutual Fund | | * | * | | | 10,267,652 |
| | Davis NY Venture Fund Cl A | | Mutual Fund | | * | * | | | 7,947,506 |
| | JP Morgan Mid Cap Core Growth Fund | | Mutual Fund | | * | * | | | 4,548,122 |
| | The Growth Fund of America | | Mutual Fund | | * | * | | | 20,782,397 |
| | The Boston Co. Small Cap Growth Fund | | Mutual Fund | | * | * | | | 7,049,511 |
| | Munder Mid Cap Core Growth Fund | | Mutual Fund | | * | * | | | 3,835,881 |
| | Capital World Growth and Income Fund | | Mutual Fund | | * | * | | | 9,823,105 |
| | Artio International Equity Fund | | Mutual Fund | | * | * | | | 8,001,318 |
| | Vanguard Institutional Index Fund | | Mutual Fund | | * | * | | | 7,142,845 |
| | Allianz NFJ Small Cap | | Mutual Fund | | * | * | | | 3,458,530 |
| | | | | | | | | | |
| | Total mutual funds | | | | | | | | 102,604,425 |
| | | | | | | | | | |
| | Participant Loans: | | | | | | | | |
| * | | Various participants | | Loans (maturing 2010 to 2024 at interest rates from 4.25% to 9.25%) | | | | | | 2,256,032 |
| | | | | | | | | | |
| | WPP Stock Fund: | | | | | | | | |
| * | | WPP plc | | American Depositary Shares | | * | * | | | 5,887,342 |
| | | | | | | | | | |
| | | | |
| | Total assets (held at end of year) | | | | | | | $ | 141,503,375 |
| | | | | | | | | | |
| * | 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.
* * * * * *
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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.
| | | | |
| | OGILVY & MATHER PROFIT SHARING AND 401(k) PLAN |
| | |
| Date: June 28, 2010 | | By: | | /s/ Gerri Stone |
| | Name: | | Gerri Stone |
| | Title: | | Senior Partner, Director of Benefits NA |
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INDEX TO EXHIBITS
| | |
Exhibit No. | | Description |
| 23.1 | | Consent of Independent Registered Public Accounting Firm |
13
