Universal Registration Document 2022

Note 2 Impacts of the Russo-Ukrainian conflict

6.6 Notes To The Consolidated Financial statements

Note 2 Impacts of the Russo-Ukrainian conflict
  • provisions for liabilities and charges, particularly for defined benefit pension liabilities and post-employment medical care;
  • impairment of doubtful debt;
  • the fair value measurement of stock options awarded under Publicis Groupe SA’s stock option plans;
  • the term of leases in relation to optional lease periods aswell as the determination of discount rates;
  • uncertain tax positions.

Detailed disclosures concerning these matters are provided in Notes 6, 9, 21, 22, 29 and 31.

Note 2 Impacts of the Russo-Ukrainian conflict

Disposal of Russian activities

Given the Russo-Ukrainian conflict, the Groupe announced on March 15, 2022, the immediate cessation of its activities and investments in Russia with the transfer of control of its agencies. The Groupe thus transferred control of its operations to Sergey Koptev, founding Chairman of Publicis in Russia, with a contractual commitment to ensure a future for its employees in the country.

Publicis Groupe sold 100% of the share capital of MMS Communication LLC, its Russian-based subsidiary. This sale was carried out in two stages: on March 31, 2022, the Groupe sold 81.1% of the share capital of MMS Communication LLC. Following this transaction, the Groupe disposed the control of all its Russian activities, while retaining a minority stake of 18.9% (with a put option). On July 29, 2022, Publicis Groupe finally exercised its put option in application of the signed agreement allowing it to sell its minority stake to the buyer at any time.

This transaction resulted in a loss on disposal of euro 87 million in non-current income, of which euro 49 million corresponded to the cash and cash equivalents of the entities sold. The Groupe’s commitments given to the buyer are described in Note 27 “Commitments”.

Provision for liabilities and charges of the Ukrainian activities

In the midst of a sharp decline in Ukrainian activities, and in order to support its employees in Ukraine, the Groupe is continuing to provide all the necessary financial support in this extremely difficult period. As a result, Publicis Groupe recorded a provision for liabilities and charges of euro 6 million, to cover the measures guarantying Ukrainian employees’ salaries for the whole year 2023.

Note 3 Changes to consolidation scope

3.1 Acquisitions in 2022

The main acquisition during the period, in April 2022, is 100% of Profitero Limited, a world-leading SaaS platform in “Commerce intelligence”, which enables brands to increase their sales and profitability. The acquisition price is euro 199 million.

In addition, the Groupe made other acquisitions. In March 2022, the Groupe acquired 100% of Tremend in Romania, a technology Company specializing in software development. The acquisition price is euro 110 million (including the earn-out).

The fair value, at the acquisition date, of the consideration paid (excluding cash and cash equivalents acquired) of all entities that were fully consolidated (notably including the ones detailed above, as well as smaller acquisitions) with an exclusive takeover during the period, totalled euro 536 million. This amount mainly includes:

  • euro 414 million paid out during the period;
  • euro 107 million in earn-out payment commitments;
  • euro 15 million in commitments to buy-out non-controlling interests.

The amount paid out in 2022 for acquisitions (net of cash and cash equivalents acquired) totalled euro 523 million and included:

  • euro 437 million paid out during the period;
  • euro (33) million in net cash acquired;
  • euro 119 million in earn-out payments relating to prior acquisitions paid out during the period.

Acquisitions during the period represented less than 1% of consolidated net revenue in financial year 2022 and less than 1% of net income attributable to equity holders of the parent.