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 accomplished. 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 margin. 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. KEY FIGURES - 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% Groupe 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 period. - 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 (+4.2%). *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 achievement. 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 million. - 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. HIGHLIGHTS FROM 2012 - 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 up 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 shares. *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 countries. *AR New York, one of America’s most reputable advertising agencies, specialized in communications for the luxury goods, fashion and beauty sectors. *iStrat and Market Gate, in India, are respectively an integrated digital services agency and a consulting firm specialized in strategy and marketing. *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. RECENT EVENTS 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. OUTLOOK 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. www.publicisgroupe.com | Twitter:@PublicisGroupe | Facebook: www.facebook.com/publicisgroupe Viva la Difference ! Appendix New Business 2012 3.5 USD billion (net) Main accounts awarded BBH Old El Paso (UK); RAC (UK). Digitas 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). MSLGROUP 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 Confused.com (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); Musafir.com (India). Razorfish DHL (USA); MASCO (USA). 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). ZenithOptimedia 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); Tatil.com (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); Totaljobs.com (UK); Siemens (India); Jabong.com (India); Vital (Argentina); Armani (South Korea); Cosmetique Active (part of L'Oreal) (Ireland). 2012 Press Releases 01-11-2012 Half-Year financial statement liquidity contract with SG Securities (Paris) 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 Heilbronner 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 President. 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 (Paris) 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 Contract 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 course 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 MarketGate 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 Glossary 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 million) 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 acquisitions^(1) (b) Revenue from 167 135 302 Total 139 174 313 acquisitions^(1) 2012 Revenue 3,084 3,526 6,610 Organic Growth +2.8% +3.0% +2.9% (b/a) (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 expenses 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 companies 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 interests) - 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 Assets 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 interests) 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 ^(1) 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) company 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) warrants 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 IV) 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 (V) 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 requirements: 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 provisions Change in working capital requirements 153 73 287 Consolidated statement of changes in equity 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) parent company 187,168,768 31.12.09 79 2,600 390 (377) 121 2,813 25 2,838 Net income 526 526 25 551 Other comprehensive income: Fair value adjustments to 12 12 12 available-for-sale investments Actuarial gains and losses on (6) (6) (6) defined benefit plans ^ (1) Consolidation translation 289 289 8 297 adjustments Total other comprehensive - - (6) 289 12 295 8 303 income Total income and expenses for the - - 520 289 12 821 33 854 period Publicis Groupe (5,937,871) S.A. capital (2) (168) (48) (218) (218) increase 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) non-controlling interests (minority interests) 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 Other comprehensive income: Fair value adjustments to (3) (3) (3) available-for-sale investments Actuarial gains and losses on (35) (35) - (35) defined benefit plans^(1) Consolidation translation 49 49 - 49 adjustments Total other comprehensive (35) 49 (3) 11 - 11 income Total income and expenses for the - - 565 49 (3) 611 29 640 period 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 compensation^(1) Additional (8) (8) (8) interest on Orane Effect of acquisitions and commitments to buy out (13) (13) (3) (16) non-controlling interests (minority interests) 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 Other comprehensive income: Fair value adjustments to 4 4 4 available-for-sale investments Actuarial gains and losses on (28) (28) (28) defined benefit plans^(1) Consolidation translation (58) (58) (3) (61) adjustments Total other comprehensive (28) (58) 4 (82) (3) (85) income Total income and expenses for the - - 709 (58) 4 655 24 679 period Publicis Groupe (9,197,684) S.A. capital (4) (334) (47) (385) (385) increase Dividends (119) (119) (31) (150) Share-based 39 39 39 compensation^(1) Additional (8) (8) (8) interest on Orane Effect of acquisitions and commitments to buy out 20 20 18 38 non-controlling interests (minority interests) 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 share Net income attributable to equity holders of the parent a 737 600 526 company Impact of dilutive instruments: - 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 company 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 capital Treasury shares to be deducted (average for the (11,345,668) (7,935,852) (10,912,268) year) 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 instruments: - 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 share Net income attributable to equity holders of the parent 737 600 526 company 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 company Impact of dilutive instruments: - 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 company 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 capital Treasury shares to be deducted (average for the (11,345,668) (7,935,852) (10,912,268) year) 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 instruments: - 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 bonds 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 ^(1) 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 Contact: Publicis Groupe Peggy Nahmany, + 33 (0)1 44 43 72 83 Corporate Communications Martine Hue, + 33 (0)1 44 43 65 00 Investor Relations Stéphanie Attelian, + 33 (0)1 44 43 74 44 Investor Relations
Publicis Groupe: 2012 Annual Results (EUR million except EPS and dividend)
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