Publicis Groupe: 2012 Annual Results (EUR million except EPS and dividend)

  Publicis Groupe:2012 Annual Results (EUR million except EPS and dividend)

  *Revenue 6,610 +13.7%
  *Organic growth +2.9%
  *Operating margin 1,064 +14.3%
  *Percentage Operating margin 16.1%
    (2011: 16.0%)
  *Net income 737 +22.8%
  *EPS* (euros) 3.36 +27.3%
  *Free Cash Flow ** 759 +7.8 %
  *Dividend *** (euros) 0.90 +28.6%

* Diluted Earnings Per Share
** Excl. changes in Working Capital Requirements (WCR)
*** Payable on July 5 subject to approval at the AGM of May 29, 2013

Business Wire

PARIS -- February 14, 2013

Regulatory News:

Publicis Groupe (Paris:PUB)

Message from Maurice Lévy, Chairman and CEO of Publicis Groupe:

“2012 was to be the year of recovery, but turned out to be difficult,
uncertain and disappointing as regards growth and employment, especially in
Europe. Yet it was a record year for Publicis Groupe in terms of revenue,
margin, income and the strength of its balance sheet.

The global advertising market had been expected to grow by 4.7%, but actual
growth will fell below the 3% mark with advertising income from Euro 2012 and
the London Olympics well below expectations.

We owe our good performance to the trust our clients have in us, but also to
the talent, passion and outstanding professionalism of our people whose
agility and speed of response enabled us to bring our clients original,
innovative and creative solutions. I would like to express my thanks to our
clients and employees, and tell the latter how proud I am of what they have

Publicis’ strategic orientations (digital services and high-growth countries)
played a significant part in this success story. From the start at an early
stage, these strategic options have been implemented with conviction,
determination and tenacity despite the global economic crisis that has
prevailed over the last four years. They have strengthened the Groupe’s
competitiveness in the segments with the highest growth and brightest future,
and have made Publicis the most innovative communications group of all, and
not just in the digital sector.

The list of our success stories, innovations, and strategic performances would
be too long to enumerate. However, it is a reflection of the vitality and
attractiveness of our offering, as evidenced by the vast array of awards
received, the accounts won and our clients development. We are nonetheless
aware of the need to continue to strive to be even better and to further
strengthen our Groupe, as we have just done with the acquisition of LBi which
has been combined with Digitas to constitute the world’s No.1 digital network.

While 2012 was a more difficult year than expected, 2013 looks like it will be
even more difficult, between economic uncertainty, the weakness of Europe,
where whole sectors of industry both lack competitiveness and face consumers’
concerns. Notwithstanding all this doom and gloom, there is good news from the
USA where growth is up (even if the trend is still fragile), and from the
high-growth countries where forecasts are more optimistic.

Publicis Groupe is creating jobs throughout the world, including in France,
even though this presupposes that profiles and organizations undergo change.
There is no escaping the fact that we must constantly adapt if we are to
address the issues imposed upon us by globalization and technology, probably
also a key factor for our success.

To tackle this new world, we have a healthy group with a very solid balance
sheet, capable of taking initiatives to progress again in order to provide our
clients with strong, creative, innovative and winning solutions to help them
expand their businesses.

The goals we have set ourselves are very reasonably ambitious, namely higher
growth than market average in 2012, as well as a (moderate) improvement of our

We have commenced 2013 with confidence and determination.”

Publicis Groupe’s Supervisory Board met on February 13, 2013, under the
chairmanship of Elisabeth Badinter, to examine the annual accounts for 2012
presented by Maurice Lévy, Chairman of the Management Board.


- Data from the Consolidated Income Statement

EUR million, excepting percentages  2012          2011          2012 / 2011
and per share data (in EUR)
Data from the Income Statement                                 
Revenue                              6,610          5,816          13.7%
Operating margin before              1,190          1,034          15.1%
Depreciation & Amortization
% of revenue                         18.0%          17.8%
Operating margin                     1 064          931            14.3%
% of revenue                         16.1%          16.0%
Operating income                     1,047          914            14.6%
Net Income attributable to the      737           600           22.8%
Earnings Per Share( (1))             3,67           2,96           24.0%
Diluted Earnings Per Share ((2))     3,36           2,64           27.3%
Dividend per share                  0,90          0,70          28.6%
Free cash flow before changes in    759           704           7.8%
working capital requirements
Data from the Balance Sheet         December 31,  December 31,  
                                     2012           2011
Total Assets                         16,605         16,450
Group share of consolidated         4,613         3,898         
shareholders’ equity

^(1) Earnings Per Share calculations based on an average of 201.0 million
shares in circulation in 2012 and 202.5 million shares in 2011.

^(2) Diluted Earnings Per Share (EPS) calculations based on an average of
224.1 million shares in 2012, after 237.1 million in 2011. These calculations
include stock options, free shares, equity warrants and convertible bonds that
dilute EPS. Stock options and equity warrants are deemed to have a dilutive
effect when their strike price is below the average share price for the

- 2012 revenue: +13.7%

Within a context of general economic slowdown, Publicis Groupe saw its revenue
rise by 13.7% to 6,610million euro, i.e. organic growth of +2.9%. This
growth, which was mainly driven by digital services, the USA and the
developing markets, more than offsets the adverse effects of the loss of the
GM media and Search contracts and the dip in healthcare expenditures. The
impact of exchange rates was 313 million euro.

  *Digital activities accounted for 32.9% of total revenue, up from 30.6%
    during the previous period, and recorded 6.6% organic growth;
  *The high-growth economies generated 25.5% of total revenue, up from 24.3%
    in 2011, also achieving 6.6% organic growth;
  *Strictly digital activities accounted for the largest portion of
    consolidated revenue (33%, up from 31% in 2011), followed by “analog”
    creative advertising (30%, down from 31% the previous year), the SAMS
    (unchanged at 19%) and media 18% (after 19% in 2011).

The Groupe’s transformation is clearly underway.

- Breakdown of 2012 revenue by geography

(EUR million)      Revenue        Reported Growth  Organic growth
                  2012   2011   2012/2011        2012/2011

Europe*            1,881  1,782  +5.6%            -0.3%
North America       3,146   2,721   +15.6%            +3.0%
BRIC+MISSAT*        892     706     +26.3%            +10.1%
Rest of the world   691     607     +13.8%            +3.5%
Total               6,610   5,816   +13.7%            +2.9%

* Europe excluding Russia and Turkey

** MISSAT: Mexico, Indonesia, Singapore, South Africa and Turkey

  *Europe: slight overall weakening (-0.3%) but the situation was quite
    contrasted from one country to another.
  *France resisted the trend with +0.7% growth, the UK achieved +2.8%, and
    Switzerland +5.4%. The southern European countries were clearly in
    negative territory, as were the countries of Eastern Europe and a number
    of the northern European countries except Norway.
  *North America: with 3.1% organic growth, the USA continued to resist well,
    chiefly thanks to the media and digital activities
  *BRIC and MISSAT countries: strong, double-digit growth in most of these
    countries in 2012 constitutes the growth relay taking over from mature
    economies, with notable performances in Greater China (+14.7%), Brazil
    (+10.3%), Mexico (+11.6%), South Africa (+10.8%), India (+8.0%) and Russia
  *Rest of the world: organic growth in the rest of the world was +3.5%.

- Q4 2012 revenue

- Breakdown of Q4 2012 revenue by geography

(EUR million)      Revenue            Reported Growth    Organic growth
                  Q4 2012  Q4 2011  Q4 2012 / Q4 2011  Q4 2012
Europe*            573      524      +9.4%              +0.8%
North America       834       764       +9.2%               +3.7%
BRIC+MISSAT**       287       222       +29.3%              +13.0%
Rest of the world   205       187       +9.6%               +2.8%
Total               1,899     1,697     +11.9%              +3.9%

* Europe excluding Russia and Turkey

** MISSAT: Mexico, Indonesia, Singapore, South Africa and Turkey

All regions recorded growth in the fourth quarter of 2014.

  *Europe: over the period, Europe was back in positive growth, with the UK
    and France achieving +3.8% and +2.4% respectively. Elsewhere in Western
    Europe, Germany, the Netherlands and Switzerland all returned positive
    growth. The southern and northern European countries remained negative.
  *North America: North America posted +3.7%.
  *BRIC and MISSAT countries: together, the BRIC and MISSAT countries
    achieved growth of +13.0% in the fourth quarter, with notable performances
    on the part of the Greater China Region (+22.0%), Brazil (+10.4%), and
    Mexico (+30.1%)
  *Rest of the World: the rest of the world (which includes Australia and
    Japan) grew by +2.8%.

- Operating margin: 16.1%

The operating margin before depreciation and amortization was 1,190 million
euro in 2012, up 15.1% from 1,034 million in 2011.

Operating margin increased by 14.3% to 1,064 million euro.

The percentage operating margin was 16.1% in 2012, up 10 bp on 2011. Given the
fact that organic growth was below expectations, this is a very satisfactory

Staff costs reached 4,076 million euro in 2012, i.e. up 12.8% from
3,615million in 2011, representing 61.7% of consolidated revenue. Fixed staff
costs stood at 54.5% of total revenue, compared with 54.1% in 2011. Strict
control of costs in general and of personnel costs in particular remains a
core issue and requires to operate carefully and selectively by investing in
growth segments through targeted recruitment, while managing costs in
regression sectors and low-growth countries. A number of current investments
(ERP, technological developments) should improve operational efficiency and
reduce costs in the medium term. Restructuring costs totaled 68 million euro,
after 39 million in 2011.

Other operating costs (excluding depreciation) rose by 15.2% to 1,344 million
euro, i.e. 20.3% of total revenue. Commercial expenses increased by 40.2% to
263 million. Administrative costs – which continued to fall thanks to programs
optimizing various operating expenses, largely through the regionalization of
shared services centers – amounted to 16.7% of total revenue, down from 17% in
2011. The impact of acquisition related costs was around 14 million euro.

Depreciation & amortization for the period was 126 million euro, after
103million in 2011. By region, the percentage operating margins were 12.9% in
Europe, 18.5% in North America, 13.5% in Asia-Pacific, 17.6% in Latin America,
and 16.2% in the Africa / Middle East region.

- Net income attributable to the Groupe: +22.8%

Net income attributable to the Groupe reached 737 million euro (600 million in
2011). This was after net financial expense of 26 million euro (down sharply
on 54 million in 2011). Income tax for the period was 282 million euro, after
248 million in 2011, i.e. an effective tax rate of 28.8%, exactly the same
rate as for the previous period. Income tax paid in France and the United
States increased by 31 million euro due to new tax rules, associates‘ share of
profit totaling 25 million euro and minority interests amounting to 27

- Free cash flow: +7.8%

The Groupe’s free cash flow for the period was 759 million euro, up 7.8%
before changes in working capital requirements.

- Net financial debt

At year-end 2012, the Groupe’s net cash situation was a positive 218 million
euro, after net financial debt of 110 million euro at December 31, 2011. It
should, however, be pointed out that the conversion of the 2014 Oceane bonds
in July 2012 had a positive impact on net debt. Average net debt for the
period was 628 million euro, up from 465 million in2011.

- Shareholders’ equity

The Groupe’s share of consolidated shareholders’ equity rose from 3,898
million euro at December 31, 2011 to 4,613 million euro at December 31, 2012.
This increase was mainly due to the conversion of the 2014 Oceane convertible
bonds (694 million euro).

- Dividend

A dividend of 0.90 euro, i.e. an increase of 28.6%, will be proposed to the
shareholders at their Annual General Meeting on May 29 next. Subject to
approval by the shareholders, the dividend will be payable as of July 5, 2013.


- Distinctions / Creativity

Since 2004, Publicis Groupe has held the Gunn Report’s No. 1 ranking for
Creative Performance.

Our entities and agencies received prizes and awards at approximately 275
festivals and shows, ranging from international shows such as the Cannes
Lions, One Show, EPICA, New York Festivals, LIA, Festival of Media, Andy and
EFFIEs, to regional awards such as Eurobest, Cristals, Golden Drums, Spikes
Asia, FIAP, El Ojo and Sabre Awards, in addition to local prizes.

In 2012, at the 59^th edition of the Cannes Lions International Festival of
Creativity, Publicis Groupe took a total of 153 Lions, including 3 Grand Prix,
42 Gold, 42 Silver and 66 Bronze awards.

These results show a marked progression in recent years: 101 in 2009, 116 in
2010, and 119 in 2011.

- The Groupe’s Corporate Social Responsibility (CSR) policy has been tightened

The regulatory framework of the French NRE law has led the Groupe to enhance
its CSR reporting which now includes a dedicated chapter in the 2012
Registration Document. Over the past year, considerable effort has been put
into formalizing new procedures aimed at facilitating non-financial reporting,
a task that has included input from the Financial and HR Departments within
the networks, corporate legal, the Re:Sources team, and the staff at head
office. CSR reports are now audited and certified by independent auditing
firms, and it has thus taken a big step forward, after three years (2009,
2010, 2011) during which the scope was defined and structured.

The four main pillars of this policy (Social, Society, Governance & Economics,
and Environment) structure the work carried out within the Groupe by the CSR
Department, in close conjunction with the networks and agencies. The number of
indicators is virtually unchanged since 2011, the emphasis being placed on the
quality and traceability of the information.

Diversity, in the broadest sense, continues to be one of the Groupe’s key
challenges. Measures have been taken in various areas such as the battle
against discrimination (in all its forms), the roll-out of awareness-raising
campaigns, or the setting up and running of high-visibility initiatives like
the group-wide network in the USA known as Egalité (LGBT: Lesbian, Gay,
Bisexual, Transgender).

In the field of gender balance, VivaWomen! – the internal network of women
within the Groupe – now has branches in Paris, Boston, New York, Chicago, San
Francisco, Los Angeles, Shanghai and London. Purpose of this network, which is
run by volunteers, is to help women further their careers within the Groupe.
It is a time and a place for exchanges and for sharing. The USA and France
were the two countries in which the network was most active in 2012.

- External growth

In 2012, Publicis Groupe continued to make targeted acquisitions consistent
with its strategy:

  *Mediagong: a digital agency in France specialized in digital strategy
    consulting, the social media, advergaming and mobile communications.
  *On January 26, Publicis Groupe tabled a friendly bid for Pixelpark,
    Germany’s largest independent group in digital communications. The
    proposed takeover was approved by the German Federal Cartel Office on
    February 15, 2012. Publicis Groupe now holds nearly 79% of all Pixelpark
  *The Creative Factory, to broaden Saatchi &Saatchi’s foothold in Russia.
    This Moscow-based company has a big reputation in its specialist fields,
    i.e. marketing, digital services, digital production and video.
  *U-LinkBusinessSolutions Co.Ltd., one of China’s top agencies
    specialized in healthcare communications, as well as KingHarvests and
    Luminous, two specialized marketing agencies based in China and Singapore.
  *Flip Media, which is a large network of digital agencies in the Middle
    East. This full-service network is positioned throughout the digital
    chain, offering services ranging from strategy, digital design and
    production, to content and technological platforms.
  *Indigo Consulting, a Mumbai-based, full-service Indian agency providing
    specialized website design and development, referencing, usability
    research and testing, and marketing online, on mobiles and in the social
    media. Indigo Consulting will strengthen the Leo Burnett network in India.
  *Longtuo: a Beijing-based digital marketing company with particularly
    strong e-commerce expertise in creation, customer acquisition, marketing
    solutions and measurement tools. Longtuo has become part of the Razorfish
    network and will be known as Razorfish Longtuo China.
  *BBR Group is one of the leading communications groups in Israel. BBR is a
    network of creative agencies offering a range of services in creation,
    brand identity, media, digital services and design.
  *ZOOM Advertising, a subsidiary of the Ramallah-based Massar Group, making
    Publicis Groupe the first communications group to establish a business in
    Palestine (20% stake). Zoom, which has been renamed Publicis Zoom, will be
    aligned with the Publicis Worldwide network. Zoom was founded in 2004 and
    quickly asserted itself as the leading agency in the Palestinian
    communications industry, providing sophisticated digital and interactive
    tools. Along with its expertise in multimedia applications, Zoom is the
    local leader in creative and brand strategy.
  *Bartle Bogle Hegarty (BBH): acquisition of 51% of the share capital (not
    yet tendered). This acquisition includes Brazilian agency NEOGAMA/BBH.
  *CNC in Germany, a network of agencies in strategic consulting and
    communications that also has operations in the UK, India and Japan.
  *Resultrix in India, an international digital services agency set up in
    2008. Resultrix has operations in India, Singapore, the United Arab
    Emirates, and in the USA. This agency is highly reputed for its
    performance marketing expertise.
  *Arachnid in Malaysia, a digital agency renowned for its creativity.
    Established in Kuala Lumpur in 1996, Arachnid now employs over 60 digital
    communications professionals. It offers and develops services in some 25
  *AR New York, one of America’s most reputable advertising agencies,
    specialized in communications for the luxury goods, fashion and beauty
  *iStrat and Market Gate, in India, are respectively an integrated digital
    services agency and a consulting firm specialized in strategy and
  *OUTSIDE LINE, one of the UK’s Top 5 independent digital agencies
    specialized in the social media and experiential marketing.
  *Monterosa, is an international agency based in Sweden, and is specialized
    in marketing and communications on mobile phones.
  *Rokkan Media LLC, a New York-based multiservice digital agency that
    combines e-commerce, loyalty programs, digital marketing, mobile
    communications and the social media.

Furthermore, on September 20, Publicis entered into a conditional agreement to
acquire all outstanding shares in LBi.

LBi International N.V. is Europe’s largest independent marketing and
technology agency, blending strategic insight, media, creativity and technical
expertise to create long-term value for brands. Headquartered in Amsterdam
(the Netherlands), where it is publicly traded, the company has operations in
16 countries and a staff of approximately 2,200.

On November 12, Publicis Groupe made its cash acquisition bid official at 2.85
euro per share, coupon attached, with the tender period extending from
November 13, 2012 to January 15, 2013.

- Finance

On January 31, 2012, Publicis Groupe SA redeemed its 2012 Eurobonds at
maturity for a total of 506 million euro in principal. This redemption was
funded by available liquidities within the Groupe.

Further to the Dentsu proposal of February 13, 2012, Publicis Groupe bought
back 18 million of its own shares, in the form of a block transaction before
the market opened for trading on February 17, for a total of 644 million euro
(i.e. 35.80 euro per share). The buyback was at a discount of 13.35% to the
closing price on February 16, 2012. It enhanced diluted earnings per share by
some 7% in 2012. Of the 18 million shares purchased, Publicis canceled
10,759,813. The remaining 7,240,187 shares have been held as Treasury stock
and will serve to cover presence- and performance-based share attributions,
stock options plans and acquisition programs. This share buyback was entirely
funded by available liquidities within the Groupe.

On June 29, 2012, Publicis Groupe exercised its contractual early redemption
right (issuer call) on its 2014 Oceane bonds issued on June 24, 2009. On July
19, 2012, virtually all the outstanding bonds (i.e. 24,257,895 bonds) were
converted, adding to the 1,492,735 bonds previously converted during the
period. In all, 25,750,630 bonds were converted into 25,900,629 shares in
accordance with the different conversion ratios. The remaining 11,016 bonds
were redeemed at the call price upon expiry. This conversion increased
shareholders’ equity by 694 million euro and terminated the 2014 Oceane bonds,
thereby considerably strengthening the balance sheet without further diluting
Diluted EPS.


On January 15, 2013, upon expiry of the public cash offer for all outstanding
LBi shares, Publicis Groupe declared its offer unconditional. 73.5% of LBi’s
fully diluted capital had been tendered to Publicis Groupe which, together
with shares already held by the offerer, represented a total of 97.37% of
LBi’s fully diluted capital. Publicis Groupe proposed that the remaining
shares be tendered during a “post acceptance period” extending from January 16
to 29, 2013.

On January 29, 2013, Publicis Groupe and LBi jointly announced the final
outcome of the public offer, notably that Publicis Groupe held 98.13% of LBi’s
outstanding shares.

Following the acquisition the delisting of the shares, approved by NYSE
Euronext, will take effect on March 7, 2013.

Publicis Groupe plans to initiate a squeeze-out procedure at the first
opportunity in order to buy up all remaining shares not held by the Groupe.

On February 5, Publicis announced it would merge Digitas, its integrated
global network, and LBi, the digital technology and marketing network it had
just successfully acquired by public cash offer. The new network, to be named
DigitasLBi, thus became the world’s leading digital communications network. It
will be led by LBi Chief Executive Luke Taylor, who was appointed DigitasLBi’s
Global CEO.

In creating this network, Publicis Groupe has illustrated the major role it is
playing in this crucial, fast-moving digital sector. With global revenue of
some 820 million dollars, DigitasLBi will be the most powerful and most
complete digital agency network in the world, leveraging the longstanding
dominance of Digitas in the USA – where it is the largest digital agency –
together with LBi’s strong position in Europe and the leading position enjoyed
by both agencies in Asia Pacific. DigitasLBi will comprise 5,700 best-in-class
digital and technology experts in 25 countries around the world.


In 2012, despite the volatile economic environment marked by the global
slowdown observed from the second quarter onwards, Publicis Groupe had a
successful year. Organic growth of 2.9% was made possible by the Groupe’s
ever-increasing exposure to the digital sector and high growth countries which
together accounted for 55% of its revenue at the end of 2012.

2013 is shaping up to be a difficult year, a year of uncertainty, with a
number of bridges to be crossed. Even though the euro crisis now appears to be
behind us, the situation in Europe is still highly contrasted and advertising
investment forecasts are down on 2012. The latest market growth forecasts from
ZenithOptimedia are quite high (4.1% in December after 4.6% in October) but
also fragile. Growth is chiefly expected from the USA, the high-growth
economies and the digital services sector.

The Groupe’s positions in these areas give us good grounds for confidence in
2013, with higher growth than in 2012 and a higher margin once again (slightly
in 2013).

Publicis Groupe therefore intends to continue to pursue its strategy of
expanding its digital business and its presence in high-growth economies,
through priority investments targeting segments that will ensure its future
growth while bolstering its profitability over time.

Implementation of this strategy is made possible by a solid financial
position. The Groupe continues to look the future in the eye, with confidence
in its ability to provide its clients with services that are more creative and
best suited to a new era dominated by digital technology, mobility and the
social media.

This presentation contains forward-looking statements. The use of the words
"aim(s)," "expect(s)," "feel(s)," "will," "may," "believe(s)," "anticipate(s)"
and similar expressions in this presentation are intended to identify those
statements as forward-looking. Forward-looking statements are subject to risks
and uncertainties that could cause actual results to differ materially from
those projected. You should not place undue reliance on these forward-looking
statements, which speak only as of the date of this presentation. Other than
as required by applicable securities laws, Publicis Groupe undertakes no
obligation to publish revised forward-looking statements to reflect events or
circumstances after the date of this presentation or to reflect the occurrence
of unanticipated events. Publicis Groupe urges you to review and consider
carefully the various disclosures it has made concerning the factors that may
affect its business, including the disclosures made under the caption "Risk
Factors" in the 2011 Registration Document filed with the French financial
markets authority (AMF).

About Publicis Groupe

Publicis Groupe [Euronext Paris FR0000130577, part of the CAC 40 index] is the
third largest communications group in the world, offering the full range of
services and skills: digital (Digitas, Razorfish, Rosetta, VivaKi, LBi),
traditional advertising (BBH, Leo Burnett, Publicis Worldwide, Saatchi &
Saatchi), public affairs, corporate communications and events (MSLGROUP),
media buying and strategy (Starcom MediaVest Group and ZenithOptimedia) and
specialized communications with PHCG (Publicis Healthcare Communications
Group). Present in 104 countries, the Groupe employs 58,000 professionals. | Twitter:@PublicisGroupe | Facebook:

Viva la Difference !

                              New Business 2012

                            3.5 USD billion (net)

Main accounts awarded


Old El Paso (UK); RAC (UK).


Heineken Group; L’Oréal (China, France); Whipcar (UK); eBay (USA); Puma (UK,
France); Axis Bank (India); Samsung (Brazil); Onstar (China); Delta (USA);
Aetna Healthcare (USA); Jenn-Air (China); Intel (China, Hong Kong); Emerson
(China); Dassault Falcon (China); Nestlé (India); HP (India); Kraft (USA);
TIAA-Cref (USA); Airtel (India); American Express (USA); Dunkin’ Donuts (USA);
Goodyear (USA); Aflac (USA); Buick (USA); GMC (USA); Harley-Davidson (USA);
Sprint (USA); MillerCoors (USA); Nissan (France); Renault (France); Taco Bell
(USA); Nissan (Germany); Wonderbra (France); La Poste (France); ASUS (UK);
Weight Watchers (UK); ebay (USA); Vevo (USA).

Kaplan Thaler Group

Acorda Therapeutics AMPYRA (USA); Daisy Sour Cream (USA); Shionogi Inc (USA).

Leo Burnett

Novartis – Thera-Flu, Otrivin, Voltaren brands (Lithuania); Inse – (China);
Merchant Bank of Sri Lanka – Corporate (Sri Lanka); Mengniu Dairy Company –
Zengouli Milk (China); Le Sun Chine Hotel (China); HNH Line – Mobile App
(China); Goodyear Dunlop Tires Operations S.A. (Germany); GlaxoSmithKline
–Iodex Pain Balm (India); Atria/Campomos Meat Processing Company (Russia);
Fragrant Group Ltd. – The Circle, Sukhumvit 11 properties (Thailand); Avis
Budget Group – Avis Rent A Car (USA); Ping An Insurance – Vehicle insurance
(China); Procter & Gamble and Teva (PGT); BKS Investment Services (Russia);
Bacardi (UK); Bridgestone Americas – Firestone (USA); Arcor (Argentina);
Samsung (China, Switzerland, Poland); Profamila (Dominican Republic); Coke
GmbH (Germany); Alior Bank (Poland); Free Lanka Trading Ltd. (Sri Lanka);
Chocolat Frey (Switzerland); Mister Rice (Switzerland); Coca-Cola Company
(USA); Nickelodeon (USA); Ikea (Asia Pacific); Coleman (Japan); Amana Takaful
Insurance (Sri Lanka); CIC Holdings (Sri Lanka); Organization of Professional
Associations (OPA) (Sri Lanka); Co-Operative Grocery (UK); Just Group – Jay
Jay’s (Australia); Kellogg's Be Natural (Australia); McDonald's McCafe &
Family (Australia); Decathalon Sports Goods (India); Air New Zealand (Japan);
Animex/ Berlinki Sausages (Poland); Polfarma Pharmaceutical (Poland);
Coca-Cola Company/ Vitamin Water (UK); Trinity P3/ Honda (Australia); Vodafone
(Hungary); Kraft/ Milka (Poland); PGE S.A. (State-Owned Power Company)
(Poland); Rovese (Poland); Mikado (UK); Keytrade Bank (Belgium); Carrefour
(Brazil); TD Bank (Canada) Goodyear Coach Business (Germany); Dunlop EMEA
(Germany); Holiday Iq Travel Website (India); Abbott Labs FreeStyle Blood
Sugar Monitor (India); Cosmoprof B2B Beauty Trade Show (Italy); Intersnack
Felix Snack Foods (Poland); Food Network (UK); DixcyScott Thermal Wear
(India); BSkyB - NowTV Internet TV (UK); Novartis (USA); Hard Rock Café
(Malaysia); Lomza Brewery (Poland); GM – Chevy Silverado (USA).


Walmart (Hong Kong); Taitra (Taiwan); Abbott Laboratories (Humira 10th Anniv.
Pt 2) (USA); Haier (Consumer/Corporate/Digital PR Support) (USA); March of
Dimes (PR Support) (USA); First Book (USA); Apple Tree Pharmaceuticals (USA);
Panmure Gordon (UK); Associated British Foods (UK).

PublicisWorldwide (UK); Astelit (Ukraine); Nutricia/Day Care (Netherlands); PostNL
(Netherlands); Johnson&Johnson/Vision Care (Netherlands); Randstad
(Netherlands); Reiswezen (Netherlands); Danone/Actimel, Activia (Netherlands);
Dutch Heart Foundation (Netherlands); BVG (Germany); Infoteam Software
(Germany); Knorr-Bremse (Germany); L’Oreal-GarnierOila (Germany);
MaschinenfabrikReinhausen (Germany); Nestlé/Nescafé, Nesquick (Germany);
Siemens/Mobility and Logistics (Germany); Movistar (Venezuela);Everything
Everywhere (London); REECL (Bulgaria); Sanquin Blood Supply (Netherlands);
Nestlé/Haagen-Dazs (Canada); Visa/Visa cards (Bulgaria); OMV (Romania);
Romanian Police (Romania); SAB Miller/Ursus (Romania); Bongrain/Geramont
(Germany); Commerzbank (Germany); DII/DII Annual Conference (Germany);
PatriziaImmobilien (Germany); Siemens/Siemens VAI (Germany); Insinger de
Beaufort (Netherlands); Steico (Germany); Heinz (Russia); FratelliCarli
(Italy); Jagermaister (Italy); Habib’s (Brazil); Camisaria Colombo (Brazil);
Discovery Channel (Brazil); Drogaria (Brazil); Galaxy Macau (Hong Kong);
Wrigley (China); MSD (China); Shenzhen Development Bank (China); Ahwa Infant
Product (China); Shionogi Ospemifene (USA); Presidio (USA); Cattem (USA);
Sanofi/Oenobiol/CRM (France); Universidad Mayor (Chile); Telecom (Italy);
Bosch (Australia); VIP Pet foods (Australia); Qld Government (Australia);
Banamex (Mexico); Bahlsen (Poland); Honda (USA); Nestlé (Poland);



Saatchi & Saatchi

Kraft Foods - Kool-Aid, Capri Sun (USA); Air New Zealand (New Zealand);
Parmalat (Italy); Mattessons (UK); Virgin Strauss (UK); Big W (Australia);
Port of Antwerp (Belgium); Canal+ (Poland); Carnival Cruise Lines (Australia);
Chivas - digital (China); COFCO Lolas (China); Bintan (Singapore/Saatchi Lab);
DG Com/European Parliament - Visual identity (Belgium/ pan-European); Kraft
Foods - Kool-Aid, CapriSun (US Hispanic); Nike Foundation (UK/Nigeria); Subway
(Singapore/Saatchi Lab); Club Med (France/global); Radisson Edwardian Hotels
(UK), MillerCoors/Miller Lite (USA/NY), ASB Bank (New Zealand); Springwel
(India); Mondelez International – Trident (Egypt); Lenovo (UAE/MENA –
Singapore/APAC); EE - Everything Everywhere (UK); Alta
ConsejeriaTelecomunicaciones (Colombia); Stem (USA); Tranzact (USA); Carrefour
(Italy); Parampara (India); Star Cruises (Singapore); Anaheim Ducks/Honda
Center-CRM (USA); CAPI (Australia); Coca-Cola / Minute Maid Pulpy (China); BRF
- Brasil Foods (Sadia Brand - Dairy and processed meats) (Brazil); Vietnam
Mobile (Vietnam); Cairn India (Singapore); De’Longhi (Japan); Big Cola
(Thailand); Guinness (Greater China).

StarcomMediaVest Group

Dabur India (India); DiGi Telecommunications SdnBhd (Malaysia); Lazurde (UAE);
Polbank (Poland); ZhuJiang Beer (China); Heineken (Global); Lower Silesia
Voivodship 2012 Campaign (Poland); Bertel O Steen (Norway); Björn Borg
(Norway); C’estbon (China); Kaz (PUR) (USA); Axis Bank (India); United
Laboratories, Inc. (Philippines); Silesian Voivodship (Poland); mtc (Ukraine);
William Hill (Sweden); Nike- Experiential Marketing (UAE); TXTloan (UK);
Autobarn (Australia); IDC Polonia (Poland); Reiffeisen Bank International
(Poland); Telia Sonera (Sweden); American Girl (USA); Avis Rent A Car System
(USA); KRKA (Poland); Mars Dog food planning (Russia); MOM – TAFEP
(Singapore); Singapore Navy (Singapore); Tele2 (Norway); Optus / Virgin Mobile
(Australia); Telenor (Malaysia); Tetley (UK); Centro (Poland); Medborgarskolan
(Sweden); ENEA (Poland); Nestle (Chile); Tetley (UAE); T-mobile (Poland);
Travelers (USA); Tavelodge (UK); Genesis Energy (New Zealand); Honda TriState
(USA); Taco Bell (USA); Autoglass (UK); Enterprise Qatar (UAE); Far East
Organization (Singapore); Mitsubishi (Italy); Valeant (Poland).


ABD IBRAHIM (Turkey); VAKKO (Turkey); Santander (Mexico); Kobe &Lyne
(Indonesia); Qantas (Australia); Home Depot (Canada); Rabobank (Germany);
TotalizatorSportowy (Poland); Maspex (Poland); Nestlé (Hong Kong); Energy
Market Authority (Singapore); Darty (Turkey); AMK (Turkey); Kiler (Turkey);
Qualitynet (Kuwait); Daymod (Turkey); Dollardex (Singapore); Science Centre
Board (Singapore); Save Our Planet Investments Pte Ltd (Singapore);
(Turkey); Euro 2012 (Poland); Aviva (France); Ministry of National Development
(Singapore); Group Bel (Egypt); BhartiWalMart (India); Singapore Workforce
Development Agency (Singapore); GoodvinePte Ltd (Singapore); TV 2 (Turkey);
City Developments Limited (Singapore); L’Oréal (Singapore); Nestlé (India);
Reckitt Benckiser (India); Abbott (China); OBI (Russia); MengNiu (China); RBS
Digital (UK); (UK); Siemens (India); (India); Vital
(Argentina); Armani (South Korea); Cosmetique Active (part of L'Oreal)

                             2012 Press Releases

01-11-2012 Half-Year financial statement liquidity contract with SG Securities

01-18-2012 Publicis Groupe acquires Mediagong, one of France’s most innovative
digital agencies

01-25-2012 Publicis Groupe acquires The Creative Factory, strengthening
Saatchi & Saatchi in Russia

01-25-2012 Publicis Groupe regrets that a long-lasting relationship with GM
has ended

01-26-2012 Publicis Groupe to acquire Pixelpark AG, Germany’s largest
independent digital group, via a friendly takeover bid for Eur 1.70 per share

02-01-2012 Publicis Groupe acquires Flip Media, a leading middle eastern
digital agency

02-09-2012 Publicis Groupe: 2011 Annual Results

02-13-2012 Publicis Groupe publishes public tender offer document for
Pixelpark AG

02-17-2012 Publicis Groupe announces buy-back of 18 million of its own shares
from Dentsu

02-22-2012 Publicis Groupe accelerates China expansion with acquisition of
U-Link business solutions Co. Ltd

03-08-2012 Publicis Groupe acquires King Harvests and Luminous, accelerating
its expansion in China and Singapore

03-08-2012 Pixelpark: Publicis Groupe waives minimum acceptance quota of 75%
and re-opens the acceptance period until March 21, 2012

03-08-2012 France Télécom-Orange and Publicis Groupe partner with Iris Capital
Management to create a leading European venture capital investor in the
digital economy

03-15-2012 Publicis Groupe announces Sébastien Danet’s appointment as Chairman
of VivaKi France

03-20-2012 Pixelpark: Publicis secures more than 76% of the shares in
Pixelpark AG

03-29-2012 Press Release of the Supervisory Board

04-19-2012 Q1 2012 Revenue

04-24-2012 Publicis Groupe acquires Indigo Consulting, award-winning Indian
digital marketing & technology agency

04-26-2012 Publicis Groupe announces the appointment of Anne-Gabrielle

05-14-2012 Publicis Groupe acquires Longtuo, aiming for a dominant role in
China’s booming e-Commerce market

05-21-2012 Publicis Groupe announces the creation of saatchi&saatchi duke, a
new entity combining the Saatchi & Saatchi and Duke agencies in France

05-29-2012 Publicis Groupe Annual General Shareholder’s Meeting dividend set
at 0.70 euros per share. Supervisory board: Elisabeth Badinter re-elected

05-31-2012 The Supervisory Board’s decision – May 29, 2012

06-18-2012 Publicis Groupe to acquire BBR Group becoming one of Israel’s
leading communications groups

06-18-2012 Publicis Groupe becomes first communications group to enter the
Palestinian market through acquisition of an equity stake in Zoom Advertising

06-19-2012 Russel Kelley retires after 10 years as General Counsel of Publicis
Groupe. Eric-Antoine Fredette appointed General Counsel

06-27-2012 New conversion/exchange Ratio for the Océanes 3.125% due July
30^th, 2014

06-28-2012 Overview of the share buyback program authorized by shareholders at
their Combined Ordinary and Extraordinary General Meeting of May 29, 2012

06-29-2012 Notice of the exercise of early redemption option with respect to
the 3.125% Bonds convertible into and/or exchangeable for new or existing
Publicis Groupe shares due July 30, 2014

07-03-2012 Half-Year financial statement liquidity contract with SG Securities

07-05-2012 BBH becomes 100% owned by Publicis Groupe. Deal includes
acquisition of Brazil-based agency NEOGAMA/BBH

07-10-2012 Publicis Groupe: Cessation and Implementation of a Liquidity

07-10-2012 Publicis Groupe acquires CNC, German-based strategic consultancy
network with global footprint will align to MSLGROUP

07-20-2012 Publicis Groupe 3.125% Convertible Bonds due July 30, 2014

07-20-2012 Publicis Groupe – H1 2012 Results

08-03-2012 Publicis Groupe files its 2012 Half-Year Financial Report

07-08-2012 Publicis Groupe acquires Resultrix, India’s Leading Performance
Marketing Agency

09-20-2012 Publicis Groupe SA and LBi International N.V. Agreement on Intended
Recommended Public Cash Offer

09-24-2012 Publicis Groupe SA to buy shares in LBi International N.V. in the
market in coming days

09-24-2012 Publicis Groupe SA buys 6.5 million shares of LBi International
N.V. in the market today

09-25-2012 Publicis Groupe SA owns 12% in LBi International N.V.

09-28-2012 Publicis Groupe SA – Sharepurchases in LBi International N.V.

10-09-2012 Publicis Groupe SA acquires Premier Malaysian Interactive Agency
Arachnid, bolstering Saatchi & Saatchi Digital Offer in APAC

10-09-2012 Publicis Groupe SA to request the AFM approval of the Offer
Document in respect of the Intended Recommended Public Cash Offer in due

10-10-2012 Publicis Groupe SA owns 16% in LBi International N.V.

10-24-2012 Publicis Groupe - Legal Department Appointments

10-26-2012 Publicis Groupe - Q3 2012 Revenue

11-07-2012 Publicis Groupe transforms VivaKi: a new step for growth

11-07-2012 Publicis Groupe S.A. owns over 20% in LBi International N.V.

11-12-2012 Publcis Groupe S.A. launches the recommended Public Cash Offer for
the issued and outstanding shares of LBi

11-12-2012 October trading update

11-28-2012 PR Supervisory Board

12-04-2012 Publicis Groupe acquires AR New York, an outsanding luxury
advertising agency

12-05-2012 Publicis Groupe and IBM outline aggressive plan to pursue global
commerce market opportunity

12-07-2012 Publicis Groupe announces two acquisitions in India: iStrat and

12-10-2012 Publicis Groupe S.A. – Share purchases in LBi International N.V.
and receipt of German and United States antitrust clearances

12-13-2012 Publicis Groupe acquires Outside Line, one of the UK’s most
renowned independent digital agencies move will boost Saatchi & Saatchi London

12-18-2012 Publicis Groupe acquires Monterosa, award-winning global mobile
agency move to boost BBH network’s profile in key mobile marketing segment

12-20-2012 Publicis Groupe acquires Rokkan, a leading US digital agency


Net financial debt (or net debt): equals the long and short term financial
debt plus associated derivatives fair value, less cash and cash equivalent

Average Full Year net debt: annual year average of average monthly net debt.

Net new business: this figure is derived not from financial reporting but from
estimated media-marketing budgets based on annual business (net of losses)
from new and existing clients.

Operating margin: The operating margin is equal to the revenue after deduction
of personnel expenses, other operating expenses (excluding non current income
and expenses), depreciation and amortization (excluding intangible arising
from acquisitions).

Operating margin rate: operating margin/revenue.

                          Organic growth calculation

(EUR million)      H1     H2     FY        Currency Impact (EUR
2011 Revenue       2,699  3,117  5,816                  H1    H2   2012
Currency impact    139    174    313           GBP       11    17   28
2011 Revenue at
2012 exchange       2,838   3,291   6,129         USD       100   116  216
rate (a)
2012 Revenue
before             2,917  3,391  6,308         Others    28    41   69
Revenue from        167     135     302           Total     139   174  313
2012 Revenue        3,084   3,526   6,610                 
Organic Growth     +2.8%  +3.0%  +2.9%

(1) Acquisitions (Kitcatt Nohr, Airlock, Holler, Chemistry, Talent, ICL, GP7,
Watermelon, S&S South Africa, Genedigi Group, Dreams, Rosetta Marketing Group,
Big Fuel, LB Zurich Spillman/Felser, DPZ Group, Nuatt, Schwartz, Brand
Connections, Gomye, Wangfan, Ciszewski, TCF, Luminous, Mediagong, Webformance
Saint Brieuc, Indigo, Flip, King Harvests, UBS, Pixelpark, Longtuo, BBR, BBH,
Neogama, CNC, Webformance Bordeaux, AR Media, Arachnid, Resultrix, Webformance
Spain, Grita, Istrat, Outside Line, Bromley) net of disposals.

Average exchange rate 2012:  1 USD = 0.778 EUR
                              1 GBP = 1.233 EUR

Consolidated income statement

(in millions of euros)                2012         2011         2010
Revenue                                6,610         5,816         5,418
Personnel expenses                     (4,076)       (3,615)       (3,346)
Other operating expenses               (1,344)       (1,167)       (1,105)
Operating margin before amortization   1,190         1,034         967
Depreciation and amortization
expense (excluding intangibles         (126)         (103)         (111)
arising from acquisitions)
Operating margin                       1,064         931           856
Amortization of intangibles arising    (45)          (38)          (34)
from acquisitions
Impairment loss                        (11)          -             (1)
Other non-current income and           39            21            14
Operating income                       1,047         914           835
Financial expenses                     (71)          (89)          (81)
Financial income                       41            33            16
Cost of net financial debt             (30)          (56)          (65)
Other financial income and expenses    4             2             (11)
Pre-tax income of consolidated         1,021         860           759
Income taxes                           (282)         (248)         (216)
Net income of consolidated companies   739           612           543
Share of profit of associates          25            17            8
Net income                             764           629           551
Of which:
  *Net income attributable to
    non-controlling interests          27            29            25
    (minority interests)
  *Net income attributable to
    equity holders of the parent       737           600           526
    company (Group share)
Per share data (in euros) – Net
income attributable to equity
holders of the parent company
Number of shares                       201,032,235   202,547,757   202,149,754
Earnings per share                     3.67          2.96          2.60
Number of shares - diluted             224,143,700   237,066,159   235,470,461
Diluted earnings per share            3.36         2.64         2.35

Consolidated statement of comprehensive income

(in millions of euros)                                     2012  2011  2010
Net income for the period (a)                              764   629   551
Other comprehensive income
- Adjustments to available-for-sale investments             4      (3)    12
- Actuarial gains and losses on defined benefit plans       (36)   (51)   (10)
- Consolidation translation adjustments                     (61)   49     297
- Deferred taxes on other comprehensive income              8      16     4
Total other comprehensive income (b)                        (85)   11     303
Total comprehensive income for the period (a) + (b)         679    640    854
Of which:
- Attributable to non-controlling interests (minority       24     29     33
- Attributable to equity holders of the parent company     655   611   821
(Group share)

Consolidated balance sheet

(in millions of euros)                         12.31.12  12.31.11  12.31.10
Goodwill, net                                   5,667      5,207      4,278
Intangible assets, net                          982        985        856
Property, plant and equipment, net              506        496        464
Deferred tax assets                             97         82         75
Investments in associates                       23         43         140
Other financial assets                          242        113        113
Non-current assets                              7,517      6,926      5,926
Inventory and work in progress                  342        343        326
Accounts receivable                             6,841      6,446      5,953
Other receivables and current assets            591        561        572
Cash and cash equivalents                       1,314      2,174      2,164
Current assets                                  9,088      9,524      9,015
Total assets                                    16,605     16,450     14,941
Liabilities and equity
Share capital                                   84         77         77
Additional paid-in capital and retained         4,529      3,821      3,284
earnings, (Group share)
Equity attributable to equity holders of the    4,613      3,898      3,361
parent company (Group share)
Non-controlling interests (minority             44         33         21
Total equity                                    4,657      3,931      3,382
Long-term borrowings                            730        1,460      1,783
Deferred tax liabilities                        238        240        219
Long-term provisions                            465        486        458
Non-current liabilities                         1,433      2,186      2,460
Trade payables                                  8,249      7,745      7,216
Short-term borrowings                           379        838        290
Income taxes payable                            65         66         39
Short-term provisions                           166        137        118
Other creditors and current liabilities         1,656      1,547      1,436
Current liabilities                             10,515     10,333     9,099
Total liabilities                               16,605     16,450     14,941

Consolidated cash flow statement

(in millions of euros)                                2012     2011   2010
Cash flows from operating activities                                 
Net income                                             764       629     551
Neutralization of non-cash income and expenses:
Income taxes                                           282       248     216
Cost of net financial debt                             30        56      65
Capital (gains) losses on disposals (before tax)       (38)      (19)    (14)
Depreciation, amortization and impairment on           182       141     146
property, plant and equipment and intangible assets
Non-cash expenses on stock options and similar items   26        26      26
Other non-cash income and expenses                     (7)       1       6
Share of profit of associates                          (25)      (17)    (8)
Dividends received from associates                     8         14      14
Taxes paid                                             (306)     (212)   (219)
Interest paid                                          (61)      (80)    (76)
Interest received                                      24        29      17
Change in operating working capital requirements       153       73      287
Net cash flows generated by (used in) operating        1,032     889     1,011
activities (I)
Cash flows from investing activities
Acquisitions of property, plant and equipment and      (123)     (116)   (103)
intangible assets
Proceeds from sale of property, plant and equipment    3         4       25
and intangible assets
Net acquisitions of financial assets                   (120)     13      5
Acquisitions of subsidiaries                           (369)     (728)   (166)
Disposals of subsidiaries                              -         28      1
Net cash flows provided by (used in) investing         (609)     (799)   (238)
activities (II)
Cash flows from financing activities
Dividends paid to equity holders of the parent         (119)     (129)   (107)
Dividends paid to non-controlling interests            (31)      (14)    (21)
Cash received on new borrowings                        16        77      7
Reimbursement of borrowings                            (546)     (29)    (52)
Net purchases of non-controlling interests             (30)      (11)    (9)
Net (purchases)/sales of treasury shares and           (566)     51      (198)
Net cash flows provided by (used in) financing         (1,276)   (55)    (380)
activities (III)
Impact of exchange rate fluctuations (IV)              (7)       (17)    188
Change in consolidated cash position (I + II + III +   (860)     18      581
Cash and cash equivalents on January 1                 2,174     2,164   1580
Bank overdrafts on January 1                           (28)     (36)   (33)
Net cash and cash equivalents at beginning of period   2,146     2,128   1,547
Cash and cash equivalents on December 31 (Note 18)     1,314     2,174   2,164
Bank overdrafts on December 31 (Note 22)               (28)     (28)   (36)
Net cash and cash equivalents at closing date (VI)     1,286     2,146   2,128
Change in consolidated cash position (VI – V)          (860)     18      581
(1) Breakdown of change in working capital
Change in inventory and work in progress               41        (6)     (14)
Change in accounts receivable and other receivables    (426)     (267)   (855)
Change in accounts payable, other payables and         538      346    1,156
Change in working capital requirements                 153       73      287

Consolidated statement of changes in equity

                                                       Reserves                       attributable
Number of                                 Addi-    and       Tran-    Fair     to            Non-controlling 
outstanding   (in millions of      Share     tional    earnings   slation   value     equity         interests         Total
shares        euros)               capital   paid-in   brought    reserve   reserve   holders        (minority         equity
                                             capital   forward                        of the         interests)
187,168,768   31.12.09             79        2,600     390        (377)     121            2,813    25                2,838
              Net income                               526                                  526      25                551
              Fair value
              adjustments to                                                12              12                         12
              Actuarial gains
              and losses on                            (6)                                  (6)                        (6)
              defined benefit
              plans ^ (1)
              translation                                         289                       289      8                 297
              Total other
              comprehensive       -        -        (6)       289      12             295     8                303
              Total income and
              expenses for the    -        -        520       289      12             821     33               854
              Publicis Groupe
(5,937,871)   S.A. capital         (2)       (168)     (48)                                 (218)                      (218)
              Dividends                                (107)                                (107)    (21)              (128)
              Share-based                              39                                   39                         39
              compensation ^(1)
              Additional                               (7)                                  (7)                        (7)
              interest on Orane
              Effect of
              acquisitions and
              commitments to buy
              out                                                                           -        (16)              (16)
1,140,173     Purchases/sales of                       20                                   20                         20
              treasury shares
182,371,070   31.12.10             77        2,432     807        (88)      133             3,361    21                3,382
              Net income                               600                                  600      29                629
              Fair value
              adjustments to                                                (3)             (3)                        (3)
              Actuarial gains
              and losses on                            (35)                                 (35)     -                 (35)
              defined benefit
              translation                                         49                        49       -                 49
              Total other
              comprehensive                       (35)      49       (3)            11      -                11
              Total income and
              expenses for the    -        -        565       49       (3)            611     29               640
              Publicis Groupe SA
1,712,704     capital increase     -         47        (47)                                 -                          -
              and cancellation
              of treasury shares
              Dividends                                (129)                                (129)    (14)              (143)
              Share-based                              25                                   25                         25
              Additional                               (8)                                  (8)                        (8)
              interest on Orane
              Effect of
              acquisitions and
              commitments to buy
              out                                      (13)                                 (13)     (3)               (16)
1,912,289     Purchases/sales of                       51                                   51                         51
              treasury shares
185,996,063   31.12.11             77        2,479     1,251      (39)      130             3,898    33                3,931
              Net income                               737                                  737      27                764
              Fair value
              adjustments to                                                4               4                          4
              Actuarial gains
              and losses on                            (28)                                 (28)                       (28)
              defined benefit
              translation                                         (58)                      (58)     (3)               (61)
              Total other
              comprehensive                       (28)      (58)     4              (82)    (3)              (85)
              Total income and
              expenses for the    -        -        709       (58)     4              655     24               679
              Publicis Groupe
(9,197,684)   S.A. capital         (4)       (334)     (47)                                 (385)                      (385)
              Dividends                                (119)                                (119)    (31)              (150)
              Share-based                              39                                   39                         39
              Additional                               (8)                                  (8)                        (8)
              interest on Orane
              Effect of
              acquisitions and
              commitments to buy
              out                                      20                                   20       18                38
25,900,629    Conversion of        11        706       (23)                                 694                        694
              Oceane 2014
(3,495,358)   Purchases/sales of                       (181)                                (181)                      (181)
              treasury shares
199,203,650   31.12.12             84        2,851     1,641      (97)      134             4,613    44                4,657

(1) The actuarial gains and losses on defined benefit plans as well as
share-based compensation take into account the associated deferred taxes.

Note 9 Earnings per share

Earnings per share and diluted earnings per share

(in millions of euros,            2012          2010         2009
except for share data)
Net income used for the
calculation of earnings per                                  
Net income attributable to
equity holders of the parent   a     737            600           526
Impact of dilutive
- Savings in financial
expenses related to the              17            27           27
conversion of debt
instruments, net of tax ^(1)
Diluted net income
attributable to equity         b     754            627           553
holders of the parent
Number of shares used to
calculate earnings per share
Average number of shares
that make up the share               195,194,484    191,738,061   192,754,345
Treasury shares to be
deducted (average for the            (11,345,668)   (7,935,852)   (10,912,268)
Shares to be issued to               17,183,419    18,745,548   20,307,677
redeem the Orane
Average number of shares       c     201,032,235    202,547,757   202,149,754
used for the calculation
Impact of dilutive
- Free shares and dilutive           4,489,716      5,161,031     4,389,680
stock options ^(1)
- Warrants ^(1)                      1,390,663      893,900       480,327
- Shares resulting from the
conversion of convertible            17,231,086    28,463,470   28,450,700
bonds ^(2)
Number of shares - diluted    d    224,143,700   237,066,159  235,470,461
(in euros)
Earnings per share             a/c   3.67           2.96          2.60
Diluted earnings per share     b/d   3.36           2.64          2.35

(1) Only stock options and warrants with a dilutive effect, i.e. where the
strike price is lower than the average price for the period, are included in
the calculation. In2012, all the stock options and warrants not yet exercised
at the reporting date had a dilutive effect.

(2) Over the three years 2012, 2011 and 2010, all Océanes had a dilutive
effect and were thus included in the calculation of diluted EPS.

Headline earnings per share (basic and diluted)

(in millions of euros,            2012          2011         2010
except for share data)
Net income used to calculate
headline ^(1) earnings per                                   
Net income attributable to
equity holders of the parent         737            600           526
Items excluded:
- Amortization of
intangibles arising from             28             23            21
acquisitions, net of tax
- Impairment, net of tax             8              -             1
- Capital and remeasurement          (58)           (18)          (12)
gains /losses
- Revaluation of earn-outs           (9)           (4)          
Headline net income
attributable to equity         e     706            601           536
holders of the parent
Impact of dilutive
- Savings in financial
expenses linked to the               17            27           27
conversion of debt
instruments, net of tax
Diluted headline net income
attributable to equity         f     723            628           563
holders of the parent
Number of shares used to
calculate earnings per share
Average number of shares
that make up the share               195,194,484    191,738,061   192,754,345
Treasury shares to be
deducted (average for the            (11,345,668)   (7,935,852)   (10,912,268)
Shares to be issued to               17,183,419    18,745,548   20,307,677
redeem the Orane
Average number of shares       c     201,032,235    202,547,757   202,149,754
used for the calculation
Impact of dilutive
- Free shares and dilutive           4,489,716      5,161,031     4,389,680
stock options
- Warrants                           1,390,663      893,900       480,327
- Shares resulting from the
conversion of convertible            17,231,086    28,463,470   28,450,700
Number of shares - diluted    d    224,143,700   237,066,159  235,470,461
(in euros)
Headline earnings per share    e/c   3.51           2.97          2.65
Diluted headline earnings      f/d   3.23           2.65          2.39
per share ^(1)

(1) Earnings after elimination of impairment charge, amortization on
intangibles arising on acquisition, main capital /remeasurement gains (losses)
(including mainly BBH takeover), and earn out revaluation


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