TEXT-EXTRACT 2 filename2.txt United States securities and exchange commission logo October 27, 2020 John Rogers Chief Financial Officer WPP plc Sea Containers, 18 Upper Ground London, United Kingdom SE1 9GL Re: WPP plc Form 20-F for Fiscal Year Ended December 31, 2019 Filed April 30, 2020 File No. 001-38303 Dear Mr. Rogers: We have reviewed your filing and have the following comment. In our comment, we may ask you to provide us with information so we may better understand your disclosure. Please respond to this comment within ten business days by providing the requested information or advise us as soon as possible when you will respond. If you do not believe our comment applies to your facts and circumstances, please tell us why in your response. After reviewing your response to this comment, we may have additional comments. Form 20-F for Fiscal Year Ended December 31, 2019 Financial Statements Note 11. Analysis of Cash Flows, page F-27 1. It appears you have bank overdrafts as of the end of each period presented in your Form 20-F and your Form 6-K submitted September 3, 2020. Please tell us how you determined that these bank overdrafts met the criteria in paragraphs 7 to 9 of IAS 7 to be included in cash and cash equivalents. In doing so, please explain the terms of these bank overdrafts and whether they are repayable on demand. Further, explain in detail how you concluded that these bank overdrafts form an integral part of your cash management and do not represent a form of financing. Also, demonstrate for us that the balances often fluctuated to being positive during each period presented in your Form 20-F and your Form 6-K submitted September 3, 2020. John Rogers WPP plc October 27, 2020 Page 2 We remind you that the company and its management are responsible for the accuracy and adequacy of their disclosures, notwithstanding any review, comments, action or absence of action by the staff. You may contact Angela Lumley at (202) 551-3398 or Rufus Decker at (202) 551-3769, if you have any questions. FirstName LastNameJohn Rogers Sincerely, Comapany NameWPP plc Division of Corporation Finance October 27, 2020 Page 2 Office of Trade & Services FirstName LastName