SECURITIES AND EXCHANGE COMMISSION FORM 20-F Annual and transition report of foreign private issuers pursuant to sections 13 or 15(d) Filing Date: 2007-06-25 | Period of Report: 2006-12-31 SEC Accession No. 0001193125-07-141494 (HTML Version on secdatabase.com) FILER WPP GROUP PLC Mailing Address Business Address 27 FARM ST 27 FARM ST CIK:806968| IRS No.: 000000000 | Fiscal Year End: 1231 WIJ 5RJ WIJ 5RJ Type: 20-F | Act: 34 | File No.: 000-16350 | Film No.: 07938300 LONDON ENGLAND LONDON ENGLAND SIC: 7311 Advertising agencies 011442074082204 Copyright © 2012 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 20-F (Mark One) ¨ REGISTRATION STATEMENT PURSUANT TO SECTION 12(B) OR (G) OF THE SECURITIES EXCHANGE ACT OF 1934 OR x ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended 31 December 2006 OR ¨ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 OR ¨ SHELL COMPANY REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of event requiring this shell company report For the transition period from to Commission file number 0-16350 WPP Group plc (Exact Name of Registrant as specified in its charter) (Translation of Registrants name into English) United Kingdom (Jurisdiction of incorporation or organization) 27 Farm Street, London W1J 5RJ England (Address of principal executive offices) Securities registered or to be registered pursuant to Section 12(b) of the Act. Title of each class Name of each exchange on which registered Not applicable Not applicable Securities registered or to be registered pursuant to Section 12(g) of the Act. Ordinary Shares of 10p each Copyright © 2012 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document (Title of Class) American Depositary Shares, each representing five Ordinary Shares (ADSs) (Title of Class) Copyright © 2012 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document Securities for which there is a reporting obligation pursuant to Section 15(d) of the Act. None (Title of Class) Indicate the number of outstanding shares of each of the issuers classes of capital or common stock as of the close of the period covered by the annual report. The number of outstanding ordinary shares is 1,240,605,187 which includes the underlying ordinary shares represented by 20,706,642 ADSs. Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. YES x NO ¨ If this report is an annual or transition report, indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934. YES ¨ NO x Note Checking the box above will not relieve any registrant required to file reports pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 from their obligations under those Sections. Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. YES x NO ¨ Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, or a non-accelerated filer. See definition of accelerated filer and large accelerated filer in Rule 12b-2 of the Exchange Act. (Check One): Large accelerated filer x Accelerated filer ¨ Non-accelerated filer ¨ Indicate by check mark which financial statement item the registrant has elected to follow. Item 17 ¨ Item 18 x If this is an annual report, indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). YES ¨ NO x Copyright © 2012 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document Forward-Looking Statements In connection with the provisions of the Private Securities Litigation Reform Act of 1995 (the Reform Act), the Company may include forward-looking statements (as defined in the Reform Act) in oral or written public statements issued by or on behalf of the Company. These forward-looking statements may include, among other things, plans, objectives, projections and anticipated future economic performance based on assumptions and the like that are subject to risks and uncertainties. As such, actual results or outcomes may differ materially from those discussed in the forward-looking statements. Important factors which may cause actual results to differ include but are not limited to: the unanticipated loss of a material client or key personnel, delays or reductions in client advertising budgets, shifts in industry rates of compensation, government compliance costs or litigation, natural disasters or acts of terrorism, the Companys exposure to changes in the values of other major currencies (because a substantial portion of its revenues are derived and costs incurred outside of the United Kingdom) and the overall level of economic activity in the Companys major markets (which varies depending on, among other things, regional, national and international political and economic conditions and government regulations in the worlds advertising markets). In light of these and other uncertainties, the forward-looking statements included in this document should not be regarded as a representation by the Company that the Companys plans and objectives will be achieved. The Company undertakes no obligation to update or revise any such forward-looking statements, whether as a result of new information, future events or otherwise. ITEM 1. IDENTITY OF DIRECTORS, SENIOR MANAGEMENT AND ADVISERS Not applicable. ITEM 2. OFFER STATISTICS AND EXPECTED TIMETABLE Not applicable. ITEM 3. KEY INFORMATION Overview WPP Group plc (WPP) and its subsidiaries and affiliates comprise one of the largest communication services businesses in the world. As of 31 December 2006, the Group had approximately 79,000 employees. For the year ended 31 December 2006, the Group had revenue of approximately £5.9 billion and operating profit of approximately £742 million. Unless the context otherwise requires, the terms Company, Group and Registrant as used herein shall mean WPP and its subsidiaries. A. Selected Financial Data The selected financial data should be read in conjunction with, and is qualified in its entirety by reference to, the Consolidated Financial Statements of the Company, including the notes thereto. WPP prepared its primary financial statements under UK Generally Accepted Accounting Practice (UK GAAP) extant in respect of 2004 (2004 UK GAAP) for the years up to and including the year ended 31 December 2004. For periods beginning on or after 1 January 2005, all listed companies in the European Union, including WPP, were required to prepare their consolidated financial statements in accordance with International Financial Reporting Standards including International Accounting Standards (IFRS). WPPs date of transition to IFRS was 1 January 2004. The selected financial data under IFRS is presented for three years. IFRS differ in certain significant respects from generally 1 Copyright © 2012 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document accepted accounting principles in the United States (US GAAP). A reconciliation to US GAAP for these periods is set forth on pages F-36 to F-75 of the Consolidated Financial Statements. The selected financial data under IFRS and US GAAP as of and for the three years ended 31 December 2006 is derived from the Consolidated Financial Statements of the Company, which appear elsewhere in this Form 20-F. The selected financial data under 2004 UK GAAP as of and for the two years ended 31 December 2003 has been presented in a separate table for informational purposes. The 2004 UK GAAP information, together with the US GAAP information as of and for the two years ended 31 December 2003 is derived from the Consolidated Financial Statements of the Company previously filed with the Securities and Exchange Commission as part of the Companys Annual Reports on Form 20-F. The reporting currency of the Group is the pound sterling and the selected financial data has been prepared on this basis. Selected Consolidated Income Statement Data under IFRS1 Year ended 31 December 2006 2005 2004 £m £m £m Revenue 5,907.8 5,373.7 4,299.5 Operating profit 741.6 652.8 475.5 Profit attributable to equity holders of the parent 435.8 363.9 273.0 Earnings per ordinary share: Basic 36.3 p 30.3 p 24.0 p Diluted 35.2 p 29.7 p 23.4 p Earnings per ADS2: Basic 181.5 p 151.5 p 120.0 p Diluted 176.0 p 148.5 p 117.0 p Cash dividends per ordinary share 9.94 p 8.28 p 6.90 p Cash dividends per ADS (US dollars) 90.9 c 75.7 c 58.9 c Copyright © 2012 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document 2 Copyright © 2012 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document Selected Consolidated Income Statement Data under US GAAP3,4 Year ended 31 December 2006 2005 2004 2003 2002 £m £m £m £m £m Operating profit 657.5 506.2 327.8 294.7 187.0 Net income before the cumulative effect