20-F

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

☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the fiscal year ended 31 December 2018

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 001-38303

WPP plc

(Exact Name of Registrant as specified in its charter)

Jersey

(Jurisdiction of incorporation or organization)

Sea Containers, 18 Upper Ground

London, United Kingdom, SE1 9GL

(Address of principal executive offices)

Andrea Harris

Group Chief Counsel

Sea Containers, 18 Upper Ground, London, United Kingdom, SE1 9GL

Telephone: +44(0) 20 7282 4600

E-mail: andrea.harris@wpp.com

(Name, Telephone, E-mail and/or Facsimile number and Address of Company Contact Person)

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
Ordinary Shares of 10p each American Depositary Shares, each representing five Ordinary Shares (ADSs)	New York Stock Exchange

Securities registered or to be registered pursuant to Section 12(g) of the Act.

Not applicable

(Title of Class)

Not applicable

(Title of Class)

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 issuer’s classes of capital or common stock as of the close of the period covered by the annual report.

At December 31, 2018, the number of outstanding ordinary shares was 1,332,678,227 which included at such date ordinary shares represented by 13,929,272 ADSs.

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.

YES  ☒    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  ☒

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  ☒    NO  ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).

YES  ☒    NO  ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, or a non-accelerated filer, or an emerging growth company. See definition of “large accelerated filer,” “accelerated filer,” and “emerging growth company” in Rule 12b-2 of the Exchange Act. (Check one):

Large accelerated filer	☒	Accelerated filer	☐
Non-accelerated filer	☐	Emerging growth company	☐

If an emerging growth company that prepares its financial statements in accordance with U.S. GAAP, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards† provided pursuant to Section 13(a) of the Exchange Act.    ☐

† The term “new or revised financial accounting standard” refers to any update issued by the Financial Accounting Standards Board to its Accounting Standards Codification after April 5, 2012.

Indicate by check mark which basis of accounting the registrant has used to prepare the financial statements included in this filing:

U.S. GAAP  ☐ International Financial Reporting Standards as issued by the
International Accounting Standards Board  ☒ Other  ☐

If “Other” has been checked in response to the previous question, indicate by check mark which financial statement item the registrant has elected to follow.

Item 17  ☐    Item 18  ☐

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  ☒

TABLE OF CONTENTS

			Page
FORWARD – LOOKING STATEMENTS				1
Part I				1
Item 1	IDENTITY OF DIRECTORS, SENIOR MANAGEMENT AND ADVISERS			1
Item 2	OFFER STATISTICS AND EXPECTED TIMETABLE			1
Item 3	KEY INFORMATION			1
	A	Selected Financial Data		1
	B	Capitalization and Indebtedness		3
	C	Reasons for the Offer and Use of Proceeds		3
	D	Risk Factors		3
Item 4	INFORMATION ON THE COMPANY			5
	A	History and Development of the Company		5
	B	Business Overview		7
	C	Organizational Structure		12
	D	Property, Plant and Equipment		13
Item 4A	UNRESOLVED STAFF COMMENTS			14
Item 5	OPERATING AND FINANCIAL REVIEW AND PROSPECTS			14
	A	Operating Results		14
	B	Liquidity and Capital Resources		22
	C	Research and Development, Patents and Licenses, etc.		23
	D	Trend Information		24
	E	Off-Balance Sheet Arrangements		24
	F	Tabular Disclosure of Contractual Obligations		24
Item 6	DIRECTORS, SENIOR MANAGEMENT AND EMPLOYEES			34
	A	Directors and Senior Management		34
	B	Compensation		36
	C	Board Practices		40
	D	Employees		48
	E	Share Ownership		49
Item 7	MAJOR SHAREHOLDERS AND RELATED PARTY TRANSACTIONS			50
	A	Major Shareholders		50
	B	Related Party Transactions		51
	C	Interests of Experts and Counsel		51
Item 8	FINANCIAL INFORMATION			51
	A	Consolidated Statements and Other Financial Information		51
	B	Significant Changes		51
Item 9	THE OFFER AND LISTING			52
	A	Offer and Listing Details		52
	B	Plan of Distribution		52
	C	Markets		52
	D	Selling Shareholders		52
	E	Dilution		52
	F	Expenses of the Issue		52

			Page
Item 10	ADDITIONAL INFORMATION			53
	A	Share Capital		53
	B	Memorandum and Articles of Association		53
	C	Material Contracts		61
	D	Exchange Controls		65
	E	Taxation		65
	F	Dividends and Paying Agents		70
	G	Statements by Experts		70
	H	Documents on Display		70
	I	Subsidiary Information		70
Item 11	QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK			71
Item 12	DESCRIPTION OF SECURITIES OTHER THAN EQUITY SECURITIES			71
	A	Debt Securities		71
	B	Warrants and Rights		71
	C	Other Securities		71
	D	American Depositary Shares		72
Part II				74
Item 13	DEFAULTS, DIVIDEND ARREARAGES AND DELINQUENCIES			74
Item 14	MATERIAL MODIFICATIONS TO THE RIGHTS OF SECURITY HOLDERS AND USE OF PROCEEDS			74
Item 15	CONTROLS AND PROCEDURES			74
Item 16A	AUDIT COMMITTEE FINANCIAL EXPERT			76
Item 16B	CODE OF ETHICS			76
Item 16C	PRINCIPAL ACCOUNTANT FEES AND SERVICES			76
Item 16D	EXEMPTIONS FROM THE LISTING STANDARDS FOR AUDIT COMMITTEES			77
Item 16E	PURCHASES OF EQUITY SECURITIES BY THE ISSUER AND AFFILIATED PURCHASERS			77
Item 16F	CHANGE IN REGISTRANT’S CERTIFYING ACCOUNTANT			77
Item 16G	CORPORATE GOVERNANCE			77
Item 16H	MINE SAFETY DISCLOSURE			78
Part III				79
Item 17	FINANCIAL STATEMENTS			79
Item 18	FINANCIAL STATEMENTS			79
Item 19	EXHIBITS			79

Forward-Looking Statements

In connection with the provisions of the Private Securities Litigation Reform Act of 1995 (the Reform Act), the Company (as defined below) 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, regulatory compliance costs or litigation, natural disasters or acts of terrorism, the Company’s exposure to changes in the values of major currencies other than the UK pound sterling (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 Company’s major markets (which varies depending on, among other things, regional, national and international political and economic conditions and government regulations in the world’s advertising markets). In addition, you should consider the risks described in Item 3D, captioned “Risk Factors,” which could also cause actual results to differ from forward-looking information. 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 Company’s 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.

PART I

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 plc and its subsidiaries (WPP) is a leading worldwide creative transformation organisation offering national and multinational clients a comprehensive range of communications, experience, commerce and technology services. At 31 December 2018, the Group, excluding associates, had 134,281 employees. For the year ended 31 December 2018, the Group had revenue of £15,602.4 million and operating profit of £1,431.4 million.

Unless the context otherwise requires, the terms “Company”, “Group” and “Registrant” as used herein shall also mean WPP.

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.

The selected income statement data for each of the years ended 31 December 2018, 2017 and 2016 and the selected balance sheet data as at 31 December 2018 and 2017 are derived from the consolidated financial statements of the Company that appear elsewhere in this Form 20-F. The selected financial data for prior periods

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is derived from the consolidated financial statements of the Company previously filed with the Securities and Exchange Commission (SEC) as part of the Company’s Annual Reports on Form 20-F. The consolidated financial statements were prepared in accordance with International Financial Reporting Standards (IFRS) as issued by the International Accounting Standards Board (IASB).

The reporting currency of the Group is the UK pound sterling and the selected financial data has been prepared on this basis.

Selected Consolidated Income Statement Data

	Year ended 31 December
	2018 £m			20171 £m			20161 £m			2015 £m			2014 £m
Revenue		15,602.4			15,804.2			14,887.3			12,235.2			11,528.9
Operating profit		1,431.4			1,908.2			2,063.1			1,632.0			1,507.3
Profit for the year		1,139.4			1,912.3			1,501.6			1,245.1			1,151.5
Profit attributable to equity holders of the parent		1,062.9			1,816.6			1,400.1			1,160.2			1,077.2
Earnings per ordinary share:
Basic		85.2	p		144.0	p		109.6	p		90.0	p		82.4	p
Diluted		84.3	p		142.4	p		108.0	p		88.4	p		80.5	p
Earnings per ADS2:
Basic		426.0	p		720.0	p		548.0	p		450.0	p		412.0	p
Diluted		421.5	p		712.0	p		540.0	p		442.0	p		402.5	p
Dividends per ordinary share		60.00	p		59.75	p		48.33	p		42.49	p		35.27	p
Dividends per ADS (US dollars)3		391.87	¢		397.23	¢		352.41	¢		340.57	¢		280.73	¢
1    Prior year figures have been restated for the impact of the adoption of IFRS 15 Revenue from Contracts with Customers, as described in the accounting policies section of the consolidated financial statements. No restatement has been made in 2015 or 2014. 2    Basic and diluted earnings per American Depositary Share (ADS) have been calculated using the same method as earnings per share, multiplied by a factor of five. 3    These figures have been translated for convenience purposes only, using the approximate average exchange rates of US$1.3351 to pound sterling for the year 2018 (2017: US$1.2887, 2016: US$1.3547, 2015: US$1.5288, 2014: US$1.6475). This conversion should not be construed as a representation that the pound sterling amounts actually represent, or could be converted into, US dollars at the rates indicated.

Selected Consolidated Balance Sheet Data

	At 31 December
	20181 £m		20172 £m		20162 £m		2015 £m		2014 £m
Total assets		33,867.7		33,662.8		34,562.4		28,749.2		26,622.9
Net assets		9,806.6		9,956.1		9,761.7		8,015.8		7,826.8
Called-up share capital		133.3		133.3		133.2		132.9		132.6
Number of shares (in millions)		1,332.7		1,332.5		1,331.9		1,329.4		1,325.7
1   IFRS 9 Financial Instruments has been adopted from 1 January 2018 as described in the accounting policies section of the consolidated financial statements. No restatement has been made for years prior to 2018. 2    Prior year figures have been restated for the impact of the adoption of IFRS 15 Revenue from Contracts with Customers, as described in the accounting policies section of the consolidated financial statements. No restatement has been made in 2015 or 2014.

Dividends

Dividends on the Company’s ordinary shares, when paid, are paid to share owners as of a record date, which is fixed by the Company. The following table sets forth the amounts of interim or first interim, final or second interim and total dividends paid on the Company’s ordinary shares in respect of each fiscal year indicated. In the United States, the Company’s ordinary shares are represented by ADSs, which are evidenced by American

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Depositary Receipts (ADRs) or held in book-entry form. The Group uses the terms ‘ADS’ and ‘ADR’ interchangeably. The dividends are also shown translated into US cents per ADS using the approximate average rates as shown on page 2, for each year presented.

	Pence per ordinary share						US cents per ADS
In respect of the year ended 31 December:	Interim or First Interim		Final or Second Interim		Total		Interim or First Interim		Final or Second Interim		Total
2014		11.62		26.58		38.20		95.72		218.95		314.67
2015		15.91		28.78		44.69		121.62		219.99		341.61
2016		19.55		37.05		56.60		132.42		250.96		383.38
2017		22.70		37.30		60.00		146.27		240.34		386.61
2018		22.70		37.30		60.00		151.53		249.00		400.53

The 2018 interim dividend was paid on 5 November 2018 to share owners on the register at 5 October 2018. The 2018 final dividend will be paid on 8 July 2019 to share owners on the register at 14 June 2019.

B. Capitalization and Indebtedness

Not applicable.

C. Reasons for the Offer and Use of Proceeds

Not applicable.

D. Risk Factors

The Company is subject to a variety of possible risks that could adversely impact its revenues, results of operations, reputation or financial condition. Some of these risks relate to the industries in which the Company operates while others are more specific to the Company. The table below sets out principal risks the Company has identified that could adversely affect it. See also the discussion of Forward-Looking Statements preceding Item 1.

Principal risk	Potential impact
Clients
The Group competes for clients in a highly-competitive and evolving industry which is undergoing structural change. Client loss to competitors or as a consequence of client consolidation or a reduction in marketing budgets due to economic conditions or a shift in client spending may have a material adverse effect on our market share, business, revenues, results of operations, financial condition or prospects.	The competitive landscape in our industry is constantly evolving and the role of traditional agencies is being challenged. Competitors include multinational advertising and marketing communication groups, regional and national marketing services companies, database marketing information and measurement, social media and professional services and consultants and consulting internet companies. Client contracts can generally be terminated on 90 days’ notice or are on an assignment basis and clients put their business up for competitive review from time to time. The ability to attract new clients and to retain or increase the amount of work from existing clients may be impacted if we fail to react quickly enough to changes in the market and to evolve our structure and by loss of reputation and may be limited by clients’ policies on conflicts of interest. The global economy continues to be volatile with uncertainties such as those caused by Brexit in the UK and Europe and technological disruption from disintermediators. In the past clients have responded to weak economic and financial conditions by reducing or shifting their marketing budgets which are easier to reduce in the short term than their other operating expenses.

3

Principal risk	Potential impact
The Group receives a significant portion of our revenues from a limited number of large clients and the net loss of one or more of these clients could have a material adverse effect on our prospects, business, financial condition and results of operations.	A relatively small number of clients contribute a significant percentage of our consolidated revenues. Our 10 largest clients accounted for 14.4% of revenues in the year ended 31 December 2018. Clients can reduce their marketing spend, terminate contracts, or cancel projects on short notice. The loss of one or more of our largest clients, if not replaced by new accounts or an increase in business from existing clients, would adversely affect our financial condition.
Cyber and data security
The Group is subject to strict data protection and privacy legislation in the jurisdictions in which we operate and relies extensively on information technology systems. We store, transmit and rely on critical and sensitive data such as strategic plans, personally identifiable information and trade secrets. Security of this type of data is exposed to escalating external threats that are increasing in sophistication, as well as internal data breaches. Existing and new data protection laws, General Data Protection Regulation (GDPR) and e-privacy regulation in the EU concerning user privacy, use of personal information, consent and online tracking may restrict some of our activities and increase costs. The Group is part way through an IT Transformation project and relies on third parties for the performance of a significant portion of our worldwide information technology and operations functions. A failure to provide these functions could have an adverse effect on our business. During the transformation, we are still reliant on legacy systems which could restrict our ability to change rapidly.	The Group may be subject to investigative or enforcement action or legal claims or incur fines, damages, or costs and client loss if we fail to adequately protect data or observe privacy legislation in every instance. A system breakdown or intrusion could have a material adverse effect on our business, revenues, results of operations, financial condition or prospects.
Financial
The Group is subject to credit risk through the default of a client or other counterparty.	The Group is generally paid in arrears for its services. Invoices are typically payable within 30 to 60 days. The Group commits to media and production purchases on behalf of some of our clients as principal or agent depending on the client and market circumstances. If a client is unable to pay sums due, media and production companies may look to us to pay those amounts.
Operational
The Group’s performance could be adversely impacted if it failed to ensure adequate internal control procedures are in place in relation to media trading.	Failure to ensure that trading activities are compliant with client obligations where relevant could adversely impact client relationships and business volumes.
The Group has commenced a three-year strategic plan to return the business to growth by the end of 2021 which includes the merger of some operations, disposals and the simplification of our structure.	A failure or delay in implementing the transformation plan may have a material adverse effect on our market share and our business, revenues, results of operations, financial condition or prospects.
People and succession
The Group’s performance could be adversely affected if it does not react quickly enough to changes in our market and fails to attract, develop and retain key creative, commercial and management talent.	The Group is highly dependent on the talent, creative abilities and technical skills of our personnel as well as their relationships with clients. We are vulnerable to the loss of personnel to competitors (traditional and emerging) and clients, leading to disruption to the business.

4

Principal risk	Potential impact
Regulatory, sanctions, anti-trust and taxation
The Group may be subject to regulations restricting its activities or effecting changes in taxation.	Changes in local or international tax rules, for example prompted by the OECD’s Base Erosion and Profit Shifting project (a global initiative to improve the fairness and integrity of tax systems), changes arising from the application of existing rules, or new challenges by tax or competition authorities, for example, the European Commission’s State Aid investigation into the UK CFC rules, may expose us to significant additional tax liabilities or impact the carrying value of our deferred tax assets, which would affect the future tax charge.
The Group is subject to strict anti-corruption, anti-bribery and anti-trust legislation and enforcement in the countries in which it operates.	The Group operates in a number of markets where the corruption risk has been identified as high by groups such as Transparency International. Failure to comply or to create a culture opposed to corruption or failing to instil business practices that prevent corruption could expose us to civil and criminal sanctions.
The Group is subject to the laws of the US, the EU and other jurisdictions that impose sanctions and regulate the supply of services to certain countries.	Failure to comply with these laws could expose the Group to civil and criminal penalties including fines and the imposition of economic sanctions against the Group and reputational damage and withdrawal of banking facilities which could materially impact the Group’s results.
Civil liabilities or judgements against the Company or its directors or officers based on United States federal or state securities laws may not be enforceable in the United States or in England and Wales or in Jersey.	The Company is a public limited company incorporated under the laws of Jersey. Some of the Company’s directors and officers reside outside of the United States. In addition, a substantial portion of the directly owned assets of the Company are located outside of the United States. As a result, it may be difficult or impossible for investors to effect service of process within the United States against the Company or its directors and officers or to enforce against them any of the judgements, including those obtained in original actions or in actions to enforce judgements of the U.S. courts, predicated upon the civil liability provisions of the federal or state securities laws of the United States.

ITEM 4. INFORMATION ON THE COMPANY

WPP’s offer to clients encompasses communications, experience, commerce and technology. The Company provides these services through a number of established global, multinational and national operating companies that are organised into four business segments. Our largest segment is Advertising and Media Investment Management, which accounted for approximately 46% of the Company’s revenues in 2018. The remaining 54% of our revenues were derived from the business segments of Data Investment Management; Public Relations & Public Affairs; and Brand Consulting, Health & Wellness and Specialist Communications (including direct, interactive and ecommerce). Excluding associates, the Company currently employs over 130,000 full-time people in 112 countries.

The Company’s ordinary shares are admitted to the Official List of the UK Listing Authority and trade on the London Stock Exchange and American Depositary Shares (which are evidenced by ADRs or held in book-entry form) representing deposited ordinary shares are listed on the New York Stock Exchange (NYSE). At 23 April 2019 the Company had a market capitalisation of approximately £11.814 billion.

The Company’s executive office is located at Sea Containers, 18 Upper Ground, London, United Kingdom, SE1 9GL, Tel:+44 (0)20 7282 4600 and its registered office is located at Queensway House, Hilgrove Street, St Helier, Jersey JE1 IES.

A. History and Development of the Company

WPP plc was incorporated in Jersey on 25 October 2012 under the name WPP 2012 plc.

On 2 January 2013, under a scheme of arrangement between WPP 2012 Limited (formerly known as WPP plc), (Old WPP), the former holding company of the Group, and its share owners pursuant to Article 125 of the Companies (Jersey) Law 1991, and as sanctioned by the Royal Court of Jersey (the Jersey Court), a Jersey incorporated and United Kingdom tax resident company, WPP 2012 plc became the new parent company of the

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WPP Group and adopted the name WPP plc. Under the scheme of arrangement, all the issued shares in Old WPP were cancelled and the same number of new shares were issued to WPP plc in consideration for the allotment to share owners of one share in WPP plc for each share in Old WPP held on the record date, 31 December 2012. Citibank, N.A., depositary for the ADSs representing Old WPP shares, cancelled Old WPP ADSs held in book-entry uncertificated form in the direct registration system maintained by it and issued ADSs representing shares of WPP plc in book entry uncertificated form in the direct registration system maintained by it to the holders. Holders of certificated ADSs, or ADRs, of Old WPP were entitled to receive ADSs of WPP plc upon surrender of the Old WPP ADSs, or ADRs, to the Depositary. Each Old WPP ADS represented five shares of Old WPP and each WPP plc ADS represents five shares of WPP plc.

Pursuant to Rule 12g-3 under the Securities Exchange Act of 1934, as amended (the Exchange Act), WPP plc succeeded to Old WPP’s registration and periodic reporting obligations under the Exchange Act.

Old WPP was incorporated in Jersey on 12 September 2008 and became the holding company of the WPP Group on 19 November 2008 when the company now known as WPP 2008 Limited, the prior holding company of the WPP Group which was incorporated in England and Wales, completed a reorganisation of its capital and corporate structure. WPP 2008 Limited had become the holding company of the Group on 25 October 2005 when the company now known as WPP 2005 Limited, the original holding company of the WPP Group, completed a reorganisation of its capital and corporate structure. WPP 2005 Limited was incorporated and registered in England and Wales in 1971 and is a private limited company under the Companies Act 1985, and until 1985 operated as a manufacturer and distributor of wire and plastic products. In 1985, new investors acquired a significant interest in WPP and changed the strategic direction of the Company from being a wire and plastic products manufacturer and distributor to being a multinational communications services organisation. Since then, the Company has grown both organically and by the acquisition of companies, most significantly the acquisitions of J. Walter Thompson Group, Inc. (now known as J. Walter Thompson Company LLC) in 1987, The Ogilvy Group, Inc. (now known as The Ogilvy Group LLC) in 1989, Young & Rubicam Inc. (now known as Young & Rubicam LLC) in 2000, Tempus Group plc (Tempus) in 2001, Cordiant Communications Group plc (Cordiant) in 2003, Grey Global Group, LLC (Grey) in 2005, 24/7 Real Media Inc (now known as Xaxis LLC) in 2007, Taylor Nelson Sofres plc (TNS) in 2008, AKQA Holdings, Inc. (AKQA) in 2012, IBOPE Participações Ltda (IBOPE) in 2015, Triad Digital Media, LLC and the merger of most of the Group’s Australian and New Zealand assets with STW Communications Group Limited in Australia (re-named WPP AUNZ) in 2016. During 2018, the Company focused on simplifying its organisation with the completion of the merger of VML and Y&R to create VMLY&R and the merger of Burson-Marsteller and Cohn & Wolfe to create Burson Cohn & Wolfe, and the beginning of the merger of Wunderman and J. Walter Thompson to create Wunderman Thompson.

The Company received £440.3 million and spent £228.8 million and £697.1 million related to acquisitions and investments in 2018, 2017 and 2016, respectively, including payments in respect of earnout payments resulting from acquisitions in prior years, net of cash and cash equivalents acquired (net) and proceeds on disposal of investments. For the same periods, cash spent on purchases of property, plant and equipment and other intangible assets was £375.2 million, £326.2 million and £285.1 million, respectively, and cash spent on share repurchases and buy-backs was £207.1 million, £504.2 million and £427.4 million, respectively.

The Company is subject to the informational requirements of the Exchange Act. In accordance with these requirements, the Company files reports and other information with the United States Securities and Exchange Commission. You may read and copy any materials filed with the SEC at www.sec.gov that contains reports, proxy statements and other information regarding registrants that file electronically with the SEC. The Company’s Form 20-F is also available on the Company’s website, www.wpp.com.

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B. Business Overview

Introduction

Certain Non-GAAP measures included in this business overview and in the operating and financial review and prospects have been derived from amounts calculated in accordance with IFRS but are not themselves IFRS measures. They should not be viewed in isolation as alternatives to the equivalent IFRS measure, rather they should be read in conjunction with the equivalent IFRS measure. These include constant currency, pro-forma (‘like-for-like’), headline PBIT (Profit Before Interest and Taxation), headline PBT (Profit Before Taxation), headline EBITDA (Earnings before Interest, Taxation, Depreciation and Amortisation), billings, estimated net new billings, free cash flow and net debt and average net debt, which we define, explain the use of and reconcile to the nearest IFRS measure on pages 25 to 28.

Management believes that these measures are both useful and necessary to present herein because they are used by management for internal performance analyses; the presentation of these measures facilitates comparability with other companies, although management’s measures may not be calculated in the same way as similarly titled measures reported by other companies; and these measures are useful in connection with discussions with the investment community.

The following tables show, for the last three fiscal years, reported revenue and revenue less pass-through costs attributable to each business segment in which the Company operates.

Revenue1	2018				20172				20162
	£m		% of total		£m		% of total		£m		% of total
Advertising and Media Investment Management		7,132.4		45.6		7,368.7		46.6		6,709.4		45.1
Data Investment Management		2,582.5		16.6		2,703.4		17.1		2,672.4		17.9
Public Relations & Public Affairs		1,210.7		7.8		1,204.0		7.6		1,130.6		7.6
Brand Consulting, Health & Wellness and Specialist Communications		4,676.8		30.0		4,528.1		28.7		4,374.9		29.4
Total		15,602.4		100.0		15,804.2		100.0		14,887.3		100.0

¹   Intersegment sales have not been separately disclosed as they are not material.

²  Prior year figures have been restated for the impact of the adoption of IFRS 15 Revenue from Contracts with Customers, as described in the accounting policies section of the consolidated financial statements.

Revenue less pass-through costs1	2018				20172				20162
	£m		% of total		£m		% of total		£m		% of total
Advertising and Media Investment Management		5,529.7		43.1		5,889.3		44.7		5,450.9		43.9
Data Investment Management		1,965.4		15.3		2,052.1		15.6		1,994.0		16.0
Public Relations & Public Affairs		1,136.3		8.9		1,140.6		8.7		1,078.5		8.7
Brand Consulting, Health & Wellness and Specialist Communications		4,195.2		32.7		4,087.6		31.0		3,905.2		31.4

¹   Revenue less pass-through costs is revenue less media, data collection and other pass-through costs. Pass-through costs comprise fees paid to external suppliers where they are engaged to perform part or all of a specific project and are charged directly to clients, predominantly media and data collection costs. See note 3 to the consolidated financial statements for more details of the pass-through costs.

²  Prior year figures have been restated for the impact of the adoption of IFRS 15 Revenue from Contracts with Customers, as described in the accounting policies section of the consolidated financial statements.

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The following tables show, for the last three fiscal years, reported revenue and revenue less pass-through costs attributable to each geographic area in which the Company operates and demonstrates the Company’s regional diversity.

Revenue1	2018				20173				20163
	£m		% of total		£m		% of total		£m		% of total
North America2		5,371.0		34.4		5,659.2		35.8		5,400.9		36.3
United Kingdom		2,189.4		14.0		2,133.4		13.5		1,970.7		13.2
Western Continental Europe		3,335.3		21.4		3,230.6		20.4		3,008.5		20.2
Asia Pacific, Latin America, Africa & Middle East and Central & Eastern Europe		4,706.7		30.2		4,781.0		30.3		4,507.2		30.3
Total		15,602.4		100.0		15,804.2		100.0		14,887.3		100.0

¹   Intersegment sales have not been separately disclosed as they are not material.

²  North America includes the US with revenue of £5,074.1 million (2017: £5,336.3 million, 2016: £5,107.2 million).

³  Prior year figures have been restated for the impact of the adoption of IFRS 15 Revenue from Contracts with Customers, as described in the accounting policies section of the consolidated financial statements.

Revenue less pass-through costs1	2018				20173				20163
	£m		% of total		£m		% of total		£m		% of total
North America2		4,474.2		34.9		4,793.9		36.4		4,598.4		37.0
United Kingdom		1,691.3		13.2		1,688.0		12.8		1,590.2		12.8
Western Continental Europe		2,735.4		21.3		2,630.6		20.0		2,438.3		19.6
Asia Pacific, Latin America, Africa & Middle East and Central & Eastern Europe		3,925.7		30.6		4,057.1		30.8		3,801.7		30.6

¹   Revenue less pass-through costs is revenue less media, data collection and other pass-through costs. Pass-through costs comprise fees paid to external suppliers where they are engaged to perform part or all of a specific project and are charged directly to clients, predominantly media and data collection costs. See note 3 to the consolidated financial statements for more details of the pass-through costs.

²  North America includes the US with revenue less pass-through costs of £4,236.7 million (2017: £4,535.3 million, 2016: £4,359.7 million).

³  Prior year figures have been restated for the impact of the adoption of IFRS 15 Revenue from Contracts with Customers, as described in the accounting policies section of the consolidated financial statements.

The Company’s principal disciplines and operating companies within each of its business segments are described below.

Advertising and Media Investment Management

Advertising – WPP’s creative advertising services are delivered through our integrated agency networks, which include Ogilvy, Wunderman Thompson, VMLY&R and Grey. Among the principal functions of these agencies are the planning and creation of marketing and branding campaigns and the design and production of advertisements across all media.

Media Investment Management – GroupM is the world’s leading media investment company responsible for more than $45 billion in annual media investment through agencies including Mindshare, MediaCom, Wavemaker, Essence and m/SIX, as well as the outcomes-driven programmatic audience company, Xaxis.

Data Investment Management

WPP’s data investment management services are delivered through Kantar, one of the world’s leading data, insights and consulting company.

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Public Relations & Public Affairs

WPP’s public relations and public affairs companies advise clients who are seeking to communicate with a range of stakeholders from consumers to governments and the business and financial communities. They include Burson Cohn & Wolfe and Hill+Knowlton Strategies.

Brand Consulting, Health & Wellness and Specialist Communications

Brand Consulting – Our consumer, corporate and employee brand consulting and design services, covering areas such as brand strategy, creative services, digital corporate communications, identity, motion graphics and packaging, are delivered through firms such as Landor and Superunion.

Health & Wellness – WPP provides integrated health marketing solutions through its main agency networks in the US and, internationally, specialist firms such as ghg, Sudler and Ogilvy Healthworld.

Specialist Communications (including direct, interactive and ecommerce) – WPP provides a full range of specialist communications services, including digital marketing, production, ecommerce, shopper, direct, field, retail, promotional, point-of-sale, sports marketing and events.

WPP Head Office

The central functions of WPP, with principal offices in London and New York, are to develop the strategy of the Company, coordinate the provision of services to cross-Company clients, perform a range of cross-Company functions in areas such as new business, talent recruitment and development, training, IT, finance, audit, legal affairs, mergers & acquisitions (M&A), property, sustainability, investor relations and communications, promote best practice in areas such as our agencies’ approach to diversity and inclusion, drive operating efficiencies and monitor the financial performance of WPP’s operating companies.

Our new strategy in 2018

We describe our new strategy as a radical evolution. It’s radical because we are making tough decisions and taking decisive action – having restructured a large proportion of our revenue base in 2018 – but an evolution because we are changing our business in a way that respects the people and things that make WPP such a great organisation. WPP has substantial assets, the most important of which is our people. As a talent business we need to transform at the right pace, and bring our people with us on the journey.

Our strategy focuses on growth. The restructuring of our business and associated cost savings will enable increased investment in creativity, technology and talent, so that we are well positioned for top-line growth in the future.

We aim to deliver this strategy over the next three years, incurring cash costs for restructuring of £300 million. The annual savings are anticipated to be £275 million by the end of 2021, approximately half of which will be reinvested in the business.

Our five elements to our new corporate strategy are:

• Vision & Offer. A new vision developed with our people and clients and a refreshed, more contemporary offer to meet the needs of our clients in a rapidly changing market.

• Creativity. A renewed commitment to creativity, WPP’s most important competitive advantage.

• Data & Technology. Harnessing the strength of our marketing and advertising technology, and unique partnerships with technology firms, for the benefit of clients.

• Simpler Structure. Reducing complexity and making sure our clients can access the best resources from across the Company.

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• Culture. Investment in our people, our culture and a new set of values to ensure WPP is the natural home for the best and brightest talent.

Sustainability

Our clients look to us to provide the insight, expertise and creative solutions they need to navigate this changing landscape and communicate their purpose effectively and authentically. Our own sustainability strategy helps us to do this with credibility, meeting changing client expectations while reducing risks and creating a more resilient business for the long term.

Our sustainability strategy aligns with all five elements of our new corporate strategy, which we introduced in late 2018. We work with clients on sustainability across our disciplines. This work is growing in importance as more of our clients seek to develop brands with purpose and to integrate social and environmental values into their communication. Below sets out the most material ways in which sustainability supports our strategy.

• Vision & Offer.

A stronger offer for our clients: A growing number of clients are grappling with sustainability challenges and looking to articulate the purpose of their brands. They look for partners who share their sustainability values and aspirations. Our commitment to responsible and sustainable business practices helps us to broaden and deepen these partnerships, and to meet the growing expectations and sustainability requirements in client procurement processes.

• Creativity.

Social investment: Our pro bono work can make a significant difference to charities and non-governmental organisations (NGOs), enabling our partners to raise awareness and funds, recruit members, and achieve campaign objectives. Pro bono work benefits our business too, providing rewarding creative opportunities for our people that often result in award-winning campaigns that raise the profile of our companies

Diverse and inclusive teams: Creativity thrives on diversity of background and thought. This makes having a diverse and inclusive workplace essential to our long-term business success. We want all of our people to feel valued and able to fulfil their potential, regardless of gender, ethnicity, age, or disability.

• Data & Technology.

Privacy and data ethics: Data – including consumer data – can play an essential role in our work for clients. Data security and privacy are increasingly high-profile topics for regulators, consumers and our clients. We have a responsibility to look after this data carefully; to collect data only when needed and with consent where required, and to store and transfer data securely.

• Simpler Structure.

Greener office space: Our work to simplify our structure and consolidate our office space is driving a positive impact on our energy use and carbon footprint. We are reducing the overall number of offices we occupy, moving to locations that use green building standards and reduce our impact, help us to use space more efficiently and encourage collaboration between our companies.

• Culture.

Shared values across our business and supply chain: Strong employment policies, investment in skills and inclusive working practices help us recruit, motivate and develop the talented people we need to serve our clients in all disciplines across our locations. Selecting suppliers and partners who adopt standards consistent with our own can reduce costs, improve efficiency, and protect our reputation.

Clients

• £2.07 billion revenues generated through clients who engaged with us on sustainability, equivalent to approximately 13% of our total revenue.

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People

• We spent £45.5 million on training in 2018.

• At year-end 2018, women comprised 36% of the WPP Board and Executive leadership roles, 49% of Senior Managers, and 54% of total employees.

Environment

• Our scope 1 and 2 market-based emissions per employee for 2018 were to 0.74 tonnes of CO₂e, a 9% reduction from 2017.

Social investment

• Our pro bono work was worth £11.3 million in 2018. We also made cash donations to charities of £6.2 million, resulting in a social investment worth £17.5 million. This is equivalent to 1.20% of profit before tax.

• WPP media agencies negotiated free media space worth £23.8 million on behalf of pro bono clients, 1.63% of profit before tax.

Clients

The Group works with 369 of the Fortune Global 500, all 30 of the Dow Jones 30, and 71 of the NASDAQ 100.

The Company’s 10 largest clients accounted for 14.4% of the Company’s revenues in the year ended 31 December 2018. No client of the Company represented more than 5% of the Company’s aggregate revenues in 2018. The Group’s companies have maintained long-standing relationships with many of their clients, with an average length of relationship for the top 10 clients of approximately 50 years.

Government Regulation

From time to time, governments, government agencies and industry self-regulatory bodies in the United States, European Union and other countries in which the Company operates have adopted statutes, regulations, and rulings that directly or indirectly affect the form, content, and scheduling of advertising, public relations and public affairs, and market research, or otherwise limit the scope of the activities of the Company and its clients. Some of the foregoing relate to privacy and data protection and general considerations such as truthfulness, substantiation and interpretation of claims made, comparative advertising, relative responsibilities of clients and advertising, public relations and public affairs firms, and registration of public relations and public affairs firms’ representation of foreign governments.

There has been a trend towards expansion of specific rules, prohibitions, media restrictions, labeling disclosures and warning requirements with respect to advertising for certain products, such as over-the-counter drugs and pharmaceuticals, cigarettes, food and certain alcoholic beverages, and to certain groups, such as children. Though the Company does not expect any existing or proposed regulations to have a material adverse impact on the Company’s business, the Company is unable to estimate the effect on its future operations of the application of existing statutes or regulations or the extent or nature of future regulatory action.

IT

We develop principles on privacy and data protection and compliance with local laws. We implemented extensive training ahead of GDPR implementation in 2018 and rolled out a GDPR toolkit to assist our people to prepare for implementation and will do the same as new legislation is adopted in other markets.

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A Chief Privacy Officer and Data Protection Officer have been appointed at the Company and Data Protection Officers are in place at a number of our operating companies. Our Group Chief Privacy Officer and Data Protection Officer are working with our internal audit team to review privacy risks and practices as part of our company-wide audit programme.

In 2018, we launched WPP’s Data Privacy and Security Charter to help us communicate our approach to data to our people and our clients. This brings together our Data Code of Conduct, which sets out core principles for responsible data management, with our IT security, privacy and social media policies, and our security standards (which are based on ISO 27001).

Our people must take Privacy & Data Security Awareness training and understand the WPP Data Code of Conduct and WPP policies on data privacy and security.

The Data Health Checker survey is performed annually to understand the scale and breadth of data we collect so the level of risk associated with this can be assessed. We use our Data Health Checker to review privacy risks and data security practices in our businesses. This provides us with insight into how data is used, stored and transferred and helps to identify any parts of the business that need further support on data practices. The results showed that the majority of our companies have mitigation measures that match or exceed their level of privacy risk, with the average risk score being 2.16 out of 5, where 5 is the maximum score possible indicating maximum risk. Of those companies surveyed, 80% have a dedicated privacy lead.

The IT Transformation project will enhance our data security. In addition, we have established a global internal IT company responsible for providing core IT shared services to our companies and manage external technology providers.

C. Organizational Structure

The Company’s business comprises the provision of creative transformation services on a national, multinational and global basis. It operates out of over 3,000 offices in 112 countries (including associates). For a list of the Company’s principal subsidiary undertakings and their country of incorporation see Exhibit 8.1 to this Form 20-F.

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D. Property, Plant and Equipment

The majority of the Company’s properties are leased, although certain properties which are used mainly for office space are owned. In the United States the sole owned property was the 214,000 square foot VMLY&R office condominium for their headquarters located at 3 Columbus Circle in New York, New York, which was sold and converted to a leased location in Q1 2019 in addition to 160,000 of square feet of space already leased. Other owned properties are in Latin America (principally in Argentina, Brazil, Chile, Mexico, Peru and Puerto Rico), Asia (India and China) and in Europe (Spain, France, UK and Italy). In Europe, owned properties include the 135,626 square foot TNS office located at 2 Rue Francis Pedron, Chambourcy, Paris, France and the 101,592 square foot TNS House at Westgate, Hangar Lane, London. Manufacturing facilities are owned in the United Kingdom. Principal leased properties, which are accounted for as operating leases, include office space at the following locations:

Location	Use	Approximate square footage
3 World Trade Center, New York, NY	GroupM, Mindshare, Wavemaker, Mediacom, Kantar (Occupancy Q4 2018)	690,000
636 Eleventh Avenue, New York, NY	Ogilvy, Geometry, MJM	564,000
399 Heng Feng Road, Zhabei, Shanghai	Ogilvy, GroupM, Wavemaker, Mediacom, Mindshare, Geometry, Kantar, Hill+Knowlton Strategies, GTB, Sudler MDS, Burson Cohn & Wolfe, Peclars, Hogarth, Wunderman Thompson, Superunion, Kinetic.	464,200
498 Seventh Avenue, New York, NY	GroupM, Mindshare, Wavemaker, Mediacom (Lease expired Q4 2018, Employees transferred to 3 World Trade Center)	401,000
Calle de Ríos Rosas, 26, Madrid, Spain	GroupM, Grey, Kantar, WPP Health & Wellness, Ogilvy, Hill+Knowlton Strategies, Burson Cohn & Wolfe, Axicom, WPP, Lambie Nairn, Finance +, Superunion, SCPF VMLY&R, Wunderman Thompson (Fully occupied Q1 2019)	382,402
The Orb Adjacent to JW Marriott Sahar, Chatrapati Shivaji International Airport, Andheri East, Mumbai	GroupM, Ogilvy, Kantar, Grey, Wunderman Thompson, H+K, Fitch, Landor, VMLY&R, Genesis BM & PPR.	375,000
3 Columbus Circle, New York, NY	VMLY&R, Wunderman Thompson, Midas Exchange, Berlin Cameron, CMI (See discussion above)	374,000
200 Fifth Avenue and 23 West 23rd Street, New York, NY	Grey, Burson Cohn & Wolfe, ghg, GCI Health	349,000
230 Park Avenue South, New York, NY	Burson Cohn & Wolfe, Landor, Sudler & Hennessey, Hogarth, Kinetic (Exiting H1 2019)	301,000
Tower B, DLF Cyber Park, Gurgaon	GroupM, Ogilvy, Wunderman Thompson, Hogarth, Grey, Kantar, AKQA, ADK (Q1 2020 Occupancy)	288,000
500/550 Town Center Drive, Dearborn, MI	Global Team Blue, PRISM, Burrows, Possible, VMLY&R	282,900
222 Merchandise Mart / 350 N Orleans, Chicago IL	Ogilvy, Wunderman Thompson, Geometry, Global Team Blue, Kantar, GroupM, Burson Cohn & Wolfe, Hill+Knowlton Strategies, The Futures Company, Kinetic	277,400
333 North Green Street, Chicago, IL	Ogilvy, Wunderman Thompson, Geometry, GTB, Kantar, GroupM, Burson Cohn & Wolfe, Hill+Knowlton Strategies, The Futures Company, Kinetic, VMLY&R (Estimated Q1 2020 Occupancy)	263,356
125 Queens Quay, Toronto, Canada	GroupM, Ogilvy, Kantar, Wunderman Thompson, VMLY&R, Grey, H&K (Estimated Q4 2021 Occupancy)	258,053
Sea Containers House, Upper Ground, London SE1	Ogilvy, Wavemaker, WPP, Kantar	226,000

The Company considers its properties, owned or leased, to be in good condition and generally suitable and adequate for the purposes for which they are used. At 31 December 2018, the fixed asset value (cost less depreciation) representing land, freehold buildings and leasehold buildings as reflected in the Company’s consolidated financial statements was £780.6 million.

In 2018, 21% of our floorspace was certified to advanced sustainability standards like LEED and BREEAM. Our target is 25% of global floor space certified to advanced green building standards by 2020.

We will continue to develop Campus co-locations to house our agencies in major cities, which deliver world-class working environments and increased efficiencies. The focus for 2019 includes 80 closures at local office

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level by end of 2019 and opening of new WPP Campuses such as Madrid and Amsterdam. 70 of the 100 planned office mergers have been completed and 57 of the 80 offices have been closed.

See note 3 to the consolidated financial statements for a schedule by years of future minimum rental payments to be made and future sublease rental payments to be received, as at 31 December 2018, under non-cancelable operating leases of the Company.

ITEM 4A. UNRESOLVED STAFF COMMENTS

Not applicable.

ITEM 5. OPERATING AND FINANCIAL REVIEW AND PROSPECTS

As introduced on page 7, certain Non-GAAP measures are included in the operating and financial review and prospects.

A. Operating Results

Overview

The Company is one of the world’s most comprehensive marketing communications groups. It operates through a large number of established national, multinational and global advertising and marketing services companies. The Company offers services in four reportable segments:

• Advertising and Media Investment Management;

• Data Investment Management;

• Public Relations & Public Affairs; and

• Brand Consulting, Health & Wellness and Specialist Communications

In 2018, approximately 46% of the Company’s consolidated revenues were derived from Advertising and Media Investment Management, with the remaining 54% of its revenues being derived from the remaining three segments.

The following discussion is based on the Company’s audited consolidated financial statements beginning on page F-1 of this report. The Group’s consolidated financial statements have been prepared in accordance with IFRS as issued by the IASB.

During 2018 we focused on a number of short-term strategic priorities, as well as on formulating a new long-term strategy, which was announced in December. The actions taken in 2018 are outlined below.

• Focus on our clients. Emphasis on providing faster, more agile, more effectively integrated solutions for our clients.

• Continue to simplify our organisation. Creation of VMLY&R, a new brand experience agency formed by the merger of VML and Y&R. Integration of our healthcare agencies with Ogilvy, VMLY&R and Wunderman. Began Wunderman and J. Walter Thompson merger to create Wunderman Thompson, a new creative, data and technology agency. VML, Y&R, Wunderman, J. Walter Thompson and WPP Health & Wellness collectively account for 23% of WPP revenue. Opened/announced further Campus co-locations including New York, Prague and Toronto. Completion of Burson Cohn & Wolfe merger.

• Embed data and technology much more deeply into our offer. New data and technology team in place. First WPP Chief Technology Officer appointed.

• Invest in talent that represents our changing world. Formation of new central team with key appointments including Chief Operating Officer, Chief Client Officer and Chief Technology Officer. WPP Executive Committee established for the first time, drawn from corporate and operating company leadership.

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• Evaluate the shape of the portfolio to maximise shareholder value and release capital. 30 disposals in 2018, raising £849 million to reduce our debt. Initiated a strategic review of options in relation to Kantar to maximise shareholder value. The intention is to continue to develop Kantar while remaining a shareholder with strategic links to the business.

The share price decreased by 37% in 2018, closing at 846.6p at year end. Since then it has risen to 936.2p, up 11%, at 23 April 2019. Dividends remain flat at 60.00p in 2018, same as prior year.

Revenue was down 1.3% at £15.602 billion. Revenue on a constant currency basis was up 1.5% compared with last year, the difference to the reportable number reflecting the strength of the pound sterling against most currencies, particularly in the first half of the year. On a like-for-like basis, which excludes the impact of currency and acquisitions, revenue was up 0.8%. Billings were £55.798 billion, up 0.4%, up 3.3% in constant currency and up 3.2% like-for-like.

The Group’s revenue is more weighted to the second half of the year across all regions and sectors, and, particularly, in the faster growing markets of Asia Pacific and Latin America. As a result, headline PBIT continues to be skewed to the second half of the year, with the Group earning approximately 40% of its headline PBIT in the first half and 60% in the second half.

Profit before interest and tax was down 27.0% to £1.475 billion from £2.022 billion. Headline PBIT for 2018 was down 9.7% to £2.047 billion, from £2.267 billion and down 7.4% in constant currencies. Headline EBITDA was down by 8.8% to £2.311 billion, from £2.534 billion the previous year and down 6.4% in constant currencies.

Profit before tax fell by 30.6% to £1.463 billion from £2.109 billion reflecting principally the £302 million of restructuring and transformation costs and £184 million of goodwill impairment charges. Headline profit before tax was down 11.0% to £1.863 billion from £2.093 billion.

Profit after tax fell by 40.4% to £1.139 billion from £1.912 billion. In constant currencies, profit after tax fell 38.5%.

Profits attributable to shareholders fell 41.5% to £1.063 billion from £1.817 billion, again reflecting principally the £302 million of restructuring and transformation costs and £184 million of goodwill impairment. In constant currencies, profits attributable to shareholders fell by 39.6%.

Diluted earnings per share fell by 40.8% to 84.3p from 142.4p and decreased 38.9% in constant currencies.

Net cash inflow from operating activities increased to £1.694 billion in the year. In 2018, operating profit was £1.431 billion, depreciation, amortisation and goodwill impairment £728 million, non-cash share-based incentive charges £85 million, working capital and provisions inflow £166 million, net interest paid £162 million, tax paid £384 million, capital expenditure £375 million, earnout payments £120 million and other net cash outflows £266 million, principally £235 million gains on disposal of investments and subsidiaries. Free cash flow available for debt repayment, acquisitions (excluding earnouts), share buy-backs and dividends was, therefore, £1.103 billion. This free cash flow was enhanced by £849 million of proceeds from the disposal of associates and investments, offset by £289 million in cash acquisition costs (investments and new acquisition payments), £207 million in share buy-backs and £747 million in dividends, a net outflow of £394 million. This resulted in a net cash inflow of £709 million.

Debt financing was £6.660 billion at 31 December 2018, compared to £6.875 billion at 31 December 2017. Average net debt in 2018 was £4.966 billion, compared to £5.125 billion in 2017, at 2018 exchange rates. On 31 December 2018 net debt was £4.017 billion, against £4.483 billion on 31 December 2017, a decrease of £466 million (a decrease of £605 million at 2018 exchange rates). The reduced period end debt figure reflects the benefit of £849 million proceeds in relation to disposal of our interests in certain associates and investments, the principal of which were Globant S.A., Imagina, AppNexus and Bruin.

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Segment performance

Performance of the Group’s businesses is reviewed by management based on headline PBIT. A table showing these amounts by reportable segment and geographical area for each of the three years ended 31 December 2018, 2017 and 2016 is presented in note 2 to the consolidated financial statements. To supplement the reportable currency segment information presented in note 2 to the consolidated financial statements, the following tables give details of revenue growth and revenue less pass-through costs growth by geographical area and reportable segment on a reported, constant currency, and like-for-like basis. Headline PBIT and headline PBIT margin by reportable segment are also provided below.

Geographical area

Revenue Analysis
	Reported revenue growth %+/(-)					Constant currency revenue growth %+/(-)					Like-for-like revenue growth %+/(-)
	2018			20171		2018			20171		2018			20171
North America		(5.1	)		4.8		(1.9	)		0.1		(3.0	)		(2.5	)
United Kingdom		2.6			8.3		2.6			8.3		1.5			6.8
Western Continental Europe		3.2			7.4		3.5			1.6		1.7			(0.2	)
Asia Pacific, Latin America, Africa & Middle East and Central & Eastern Europe		(1.6	)		6.1		3.8			0.8		4.4			(0.3	)
Total Group		(1.3	)		6.2		1.5			1.6		0.8			(0.2	)

¹  Prior year figures have been restated for the impact of the adoption of IFRS 15 Revenue from Contracts with Customers, as described in the accounting policies section of the consolidated financial statements.

Revenue less pass-through costs analysis
	Reported revenue less pass- through costs1 growth %+/(-)					Constant currency revenue less pass- through costs1 growth %+/(-)						Like-for-like revenue less pass- through costs1 growth %+/(-)
	2018			20172		2018			20172			2018			20172
North America		(6.7	)		4.3		(3.5	)		(0.4	)		(4.2	)		(3.2	)
United Kingdom		0.2			6.2		0.2			6.2			(0.5	)		4.9
Western Continental Europe		4.0			7.9		4.1			1.9			2.0			—
Asia Pacific, Latin America, Africa & Middle East and Central & Eastern Europe		(3.2	)		6.7		2.0			1.4			2.5			(0.9	)

¹  Revenue less pass-through costs is revenue less media, data collection and other pass-through costs. Pass-through costs comprise fees paid to external suppliers where they are engaged to perform part or all of a specific project and are charged directly to clients, predominantly media and data collection costs. See note 3 to the consolidated financial statements for more details of the pass-through costs.

²  Prior year figures have been restated for the impact of the adoption of IFRS 15 Revenue from Contracts with Customers, as described in the accounting policies section of the consolidated financial statements.

North America constant currency revenue less pass-through costs was down 4.5% in the final quarter, the same as the third quarter, and down 5.7% like-for-like, a slight deterioration on the third quarter (-5.3%). This reflects continuing challenges in our advertising businesses, with data investment management and healthcare also slower, partly offset by a significant improvement in public relations and public affairs. On a full year basis, constant currency revenue less pass-through costs was down 3.5%, with like-for-like down 4.2%. Addressing our underperforming operations in the US is a key element of WPP’s new strategy.

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United Kingdom constant currency revenue less pass-through costs was down 2.4% in the final quarter and down 2.7% like-for-like, slightly weaker than the -2.0% shown in quarter three. Media investment management and the specialist communications businesses were particularly strong with data investment management improving. Our public relations and public affairs and direct, interactive and ecommerce businesses were slower. On a full year basis, constant currency revenue less pass-through costs was up 0.2%, with like-for-like down 0.5%.

Western Continental Europe constant currency revenue less pass-through costs was up 4.1% in the final quarter, a significant improvement on the growth in quarter three of 1.3%. On a like-for-like basis revenue less pass-through costs was also up 4.1%, the strongest quarter of the year, and compared to -0.4% in quarter three. Twelve of the Group’s top 14 markets showed significant growth in quarter four, particularly Austria, Belgium, Denmark, Finland, Germany, Italy, the Netherlands, Portugal, Sweden and Turkey. For the year, Western Continental Europe constant currency revenue less pass-through costs grew 4.1% with like-for-like up 2.0%, the second strongest performing region.

In Asia Pacific, Latin America, Africa & the Middle East and Central & Eastern Europe, on a constant currency basis, revenue less pass-through costs was up 0.4% in the fourth quarter and up 2.6% like-for-like, slightly above the third quarter growth of 2.4%. In the fourth quarter, Latin America grew over 7%, stronger than the third quarter, with Central & Eastern Europe showing double-digit growth in the fourth quarter compared with almost 5% in quarter three. Asia Pacific and Africa & the Middle East were slightly weaker. On a full-year basis, constant currency revenue less pass-through costs growth in the region was 2.0% with like-for-like growth 2.5%, the strongest performing region.

Reportable Segments

Revenue Analysis
	Reported revenue growth%+/(-)					Constant currency revenue growth%+/(-)						Like-for-like revenue growth%+/(-)
	2018			20171		2018			20171			2018			20171
Advertising and Media Investment Management		(3.2	)		9.8		(0.4	)		5.2			1.0			0.1
Data Investment Management		(4.5	)		1.2		(1.8	)		(3.5	)		(2.0	)		(2.9	)
Public Relations & Public Affairs		0.6			6.5		3.4			1.7			3.1			0.8
Brand Consulting, Health & Wellness and Specialist Communications		3.3			3.5		6.3			(0.9	)		1.5			0.6
Total Group		(1.3	)		6.2		1.5			1.6			0.8			(0.2	)

¹  Prior year figures have been restated for the impact of the adoption of IFRS 15 Revenue from Contracts with Customers, as described in the accounting policies section of the consolidated financial statements.

Revenue less pass-through costs analysis
	Reported revenue less pass- through  costs1 growth %+/(-)					Constant currency revenue less pass- through costs1 growth %+/(-)						Like-for-like revenue less pass- through costs1 growth%+/(-)
	2018			20172		2018			20172			2018			20172
Advertising and Media Investment Management		(6.1	)		8.0		(3.3	)		3.5			(1.2	)		(2.3	)
Data Investment Management		(4.2	)		2.9		(1.3	)		(1.9	)		(1.8	)		(1.3	)
Public Relations & Public Affairs		(0.4	)		5.8		2.5			1.0			2.6			0.2
Brand Consulting, Health & Wellness and Specialist Communications		2.6			4.7		5.6			0.2			0.6			1.0

¹   Revenue less pass-through costs is revenue less media, data collection and other pass-through costs. Pass-through costs comprise fees paid to external suppliers where they are engaged to perform part or all of a specific project and are charged directly to clients, predominantly media and data collection costs. See note 3 to the consolidated financial statements for more details of the pass-through costs.

²  Prior year figures have been restated for the impact of the adoption of IFRS 15 Revenue from Contracts with Customers, as described in the accounting policies section of the consolidated financial statements.

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Headline PBIT analysis	2018				2017				2016
	£m		Headline PBIT margin1 %		£m		Headline PBIT margin1, 2 %		£m		Headline PBIT margin1, 2 %
Advertising and Media Investment Management		972.4		17.6		1,109.0		18.8		1,027.2		18.8
Data Investment Management		301.1		15.3		350.3		17.1		351.5		17.6
Public Relations & Public Affairs		183.7		16.2		183.2		16.1		179.8		16.7
Brand Consulting, Health & Wellness and Specialist Communications		590.1		14.1		624.6		15.3		601.8		15.4
Total		2,047.3				2,267.1				2,160.3

¹   Headline PBIT margin is calculated as headline PBIT as a percentage of revenue less pass-through costs. Previously referred to as revenue less pass-through costs margin.

²  Prior year figures have been restated for the impact of the adoption of IFRS 15 Revenue from Contracts with Customers, as described in the accounting policies section of the consolidated financial statements.

In constant currencies, advertising and media investment management revenue less pass-through costs was down 1.6% in the fourth quarter, a significant improvement on the -6.5% in the third quarter and the strongest quarter of the year. On a like-for-like basis revenue less pass-through costs was up 0.4% in the fourth quarter, the first quarter of positive growth, with both our advertising and media investment businesses showing considerable improvement over the third quarter. However, despite this improvement, our advertising businesses remain under pressure. On a full year basis, constant currency revenue less pass-through costs was down 3.3%, down 1.2% like-for-like.

The strong revenue less pass-through costs growth across most of the Group’s media investment management businesses, offset by slower growth in our advertising businesses in most regions, resulted in headline PBIT decreasing £137 million from £1,109 million in 2017 to £972 million in 2018 and the combined headline PBIT margin of this sector being down 1.2 margin points at 17.6% and down 1.4 margin points in constant currency.

In constant currencies, data investment management revenue less pass-through costs was down 2.8% in the fourth quarter, and down 2.8% like-for-like. On a full year basis, constant currency revenue less pass-through costs was down 1.3%, down 1.8% like-for-like. Geographically, revenue less pass-through costs was up strongly in Asia Pacific and Latin America, but North America was weaker. Kantar Worldpanel and Kantar Media showed strong like-for-like revenue less pass-through costs growth, with Kantar Insights, Kantar Health, Kantar Public and Lightspeed less robust. As a result, headline PBIT was down £49 million from £350 million in 2017 to £301 million in 2018. Headline PBIT margins were down 1.8 margin points to 15.3% and down 1.8 margin points in constant currency.

In the fourth quarter, in constant currencies and like-for-like, our public relations and public affairs businesses were the strongest performing sector, as they were in the first half and third quarter, with growth of 3.3% and 1.2% respectively. On a full year basis, constant currency revenue less pass-through costs grew 2.5% with like-for-like growth 2.6%. Geographically, all regions showed strong growth, with the United Kingdom and Africa & the Middle East particularly strong. Burson Cohn & Wolfe, Hill+Knowlton Strategies and the specialist public relations and public affairs businesses Finsbury, Hering Schuppener and Buchanan, performed particularly well. As a result, headline PBIT was up £1 million from £183 million in 2017 to £184 million in 2018. Overall headline PBIT margins improved 0.1 margin points to 16.2% and by 0.1 margin points in constant currency.

Brand consulting, health & wellness and specialist communications businesses (including direct, interactive and ecommerce), performed less well in the fourth quarter with constant currency revenue less pass-through costs up 0.2%, compared with 6.5% in the third quarter, with like-for-like down 1.6%, as our healthcare businesses in North America and some direct, interactive and ecommerce businesses came under pressure. On a full year basis, revenue less pass-through costs was up 5.6% in constant currency and up 0.6% like-for-like. In brand consulting, Landor and FITCH performed strongly, and in the direct, interactive and ecommerce businesses, Wunderman,

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Hogarth, AKQA, Blue State Digital, F.biz and Deeplocal performed well. Headline PBIT margins, for the sector as a whole, were down by 1.2 margin points to 14.1% and down 1.3 margin points in constant currency, with headline PBIT margins negatively affected as parts of our direct, interactive and ecommerce, brand consulting and healthcare businesses in North America slowed. As a result headline PBIT was down £35 million from £625 million in 2017 to £590 million in 2018.

2019 Reportable Segments

The restructuring actions that we are implementing, including the mergers of VMLY&R and Wunderman Thompson, the One Ogilvy strategy and the reorganization of our specialist healthcare agencies, mean that certain units will be reclassified between sectors and going forward it is likely to be less meaningful to report these sectors as we have in the past. We will review the appropriateness of this sectoral breakdown during 2019.

2018 compared with 2017

Revenues

Reported revenue was down 1.3% at £15,602.4 million. Revenue on a constant currency basis was up 1.5% compared with last year, the difference to the reportable number reflecting the strength of the pound sterling against most currencies, particularly in the first half of the year. On a like-for-like basis, which excludes the impact of currency and acquisitions, revenue was up 0.8%.

Costs of services, general and administrative costs

Costs of services increased by 0.3% in 2018 to £12,663.5 million from £12,629.0 million in 2017.

General and administrative costs increased by 19.0% to £1,507.5 million from £1,267.0 million in 2017, principally in relation to an increase in the provision for bad debts and higher IT costs.

Staff costs decreased by 1.8%. Staff costs, excluding incentives, also decreased by 1.8%. Incentive payments of £326 million were 14.2% of headline PBIT, excluding share of results of associates (excluding exceptional gains/losses), before incentives compared with £324 million or 13.1% in 2017. Achievement of target, at an individual Company level, generally generates 15% of headline PBIT, excluding share of results of associates (excluding exceptional gains/losses), before bonus as an incentive pool and 20% at maximum.

On a like-for-like basis, the average number of people in the Group, excluding associates, in 2018 was 133,903 compared to 135,521 in 2017, a decrease of 1.2%. On the same basis, the total number of people, excluding associates, at 31 December 2018 was 134,281 compared to 135,187 at 31 December 2017, a decrease of 906 or 0.7%.

As outlined in the investor day on 11 December 2018, we have undertaken a strategic review of our operations. As part of that review, restructuring actions have been taken to right-size underperforming businesses, address high cost severance markets and simplify operational structures. This has included the merger of a number of WPP’s operating companies. It also includes transformation costs with respect to strategic initiatives like co-locations in major cities, IT transformation and shared services.

£234 million of restructuring and transformation costs were recorded in the fourth quarter in relation to this plan. This included £63 million of non-cash write-offs and £171 million of actions that have a cash impact in 2018 and beyond. In 2018 the cash outflow was £50 million. The £171 million forms part of the anticipated £300 million total cash cost of the restructuring plan that we announced – with the balance to be incurred in 2019, 2020 and 2021.

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The total of restructuring and transformation costs in 2018 was £302 million. The remaining £68 million relates to severance restructuring costs recorded in the first half, together with costs in relation to the continuing global IT transformation program. These costs of £302 million and £41 million of associate company exceptional losses have been partly offset by exceptional gains of £235 million, primarily relating to the gain on the sale of the Group’s investment in Globant S.A.

This gives a net exceptional loss of £108 million and compares with a net exceptional loss in 2017 of £24 million.

Profit before interest and taxation

As a result of the above, profit before interest and tax was down 27.0% to £1.475 billion from £2.022 billion, down 24.4% in constant currencies. Headline PBIT was down 9.7% to £2.047 billion, from £2.267 billion and down 7.4% in constant currencies.

Finance income, finance costs and revaluation of financial instruments

Finance income increased to £104.8 million in 2018 from £95.2 million in 2017. Finance costs increased to £289.3 million in 2018 from £269.8 million in 2017. Therefore, net finance costs were £184.5 million, compared with £174.6 million in 2017, an increase of £9.9 million. This is due to the higher dollar interest rates. Revaluation of financial instruments resulted in a gain of £172.9 million in 2018 and a gain of £262.2 million in 2017.

Taxation

The Group’s tax rate on profit before tax was 22.1% in 2018 against 9.3% in 2017. The difference in the rates in 2017 was principally due to an exceptional tax credit in 2017, primarily relating to the re-measurement of deferred tax liabilities following US tax reform. Given the Group’s geographic mix of profits and the changing international tax environment, the tax rate is expected to increase slightly over the next few years.

Profit for the year

Profit after tax fell by 40.4% to £1,139.4 million from £1,912.3 million. In constant currencies, profit after tax fell 38.5%. Profits attributable to shareholders fell 41.5% to £1,062.9 million from £1,816.6 million, again reflecting principally the £302.3 million of restructuring and transformation costs and £183.9 million of goodwill impairment. In constant currencies, profits attributable to shareholders fell by 39.6%. Diluted earnings per share fell by 40.8% to 84.3p from 142.4p and decreased 38.9% in constant currencies.

2017 compared with 2016

Revenues

Our reported revenue growth for the year was 6.2%, and on a constant currency basis, which excludes the impact of currency movements, revenue was up 1.6%. This difference of 4.6% reflects the weakness of the pound sterling against most currencies, particularly in the first half of the year, with some strengthening in the second half.

On a like-for-like basis, which excludes the impact of currency and acquisitions, revenue was down 0.2%.

Costs of services, general and administrative costs

Costs of services increased by 6.6% in 2017 to £12,629.0 million from £11,846.5 million in 2016. The increase is in line with the increase in revenue, primarily driven by pass-through costs and staff costs.

General and administrative costs increased by 29.6% to £1,267.0 million from £977.7 million in 2016, primarily due to a net exceptional loss of £24 million in 2017 (compared to a net exceptional gain of £164 million in 2016). The remaining increase is driven by increases in various costs, such as staff costs, currency exchange (gains)/losses and impairment and amortisation of acquired intangibles.

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Reported staff costs increased by 6.9%. Reported staff costs, excluding incentives, increased by 7.8%, up 2.8% in constant currency. Incentive payments of £324 million were 13.1% of headline PBIT, excluding share of results of associates (excluding exceptional gains/losses), before incentives compared with £367 million or 14.9% in 2016. Achievement of target, at an individual Company level, generally generates 15% of headline PBIT, excluding share of results of associates (excluding exceptional gains/losses), before bonus as an incentive pool, 20% at maximum and 25% at super maximum.

On a like-for-like basis, the average number of people in the Group, excluding associates, in 2017 was 134,428 compared to 136,409 in 2016, a decrease of 1.5%. On the same basis, the total number of people in the Group, excluding associates, at 31 December 2017 was 134,413 compared to 136,775 at 31 December 2016, a decrease of 2,362 or 1.7%.

The Group has embarked on a number of programs to improve operational effectiveness including process simplification, shared service centres, offshoring certain tasks to lower-cost markets and, where appropriate, outsourcing. We are consolidating IT infrastructure and services, and centralising systems development and applications to create efficiencies and focus investment.

In 2017 the Group generated exceptional gains of £129 million, largely representing the gain on the sale of the Group’s minority interests in Asatsu-DK to Bain Capital and Infoscout to Vista Equity Partners. These were partly offset by investment write-downs of £96 million, principally in relation to comScore Inc., resulting in a net gain of £33 million, which in accordance with prior practice, has been excluded from headline PBIT. The Group took a £57 million restructuring provision, primarily against severance provisions in mature markets and the Group’s IT Transformation costs, resulting in a net exceptional loss of £24 million.

Profit before interest and taxation

As a result of the above, reported profit before interest and tax was down over 4% to £2.022 billion from £2.113 billion, down over 7% in constant currencies. Headline PBIT for 2017 was up 4.9% to £2.267 billion, from £2.160 billion and up 1.5% in constant currencies.

Finance income, finance costs and revaluation of financial instruments

Finance income increased to £95.2 million in 2017 from £80.4 million in 2016. Finance costs increased to £269.8 million in 2017 from £254.5 million in 2016. Therefore, net finance costs were up marginally by 0.3% at £174.6 million, compared with £174.1 million in 2016, an increase of £0.5 million. This is due to the weakness in sterling resulting in higher translation costs on non-sterling debt and the cost of higher average net debt being offset by the beneficial impact of lower bond coupon costs resulting from refinancing maturing debt at cheaper rates and higher investment income. Revaluation of financial instruments resulted in a gain of £262.2 million in 2017 and a loss of £48.3 million in 2016.

Taxation

The Group’s tax rate on reported profit before tax was 9.3% in 2017 against 20.6% in 2016, principally due to the exceptional tax credit, primarily relating to the re-measurement of deferred tax liabilities. Given the Group’s geographic mix of profits and the changing international tax environment, the tax rate is expected to increase slightly over the next few years. The recent tax changes outlined in the United States Tax Cuts and Jobs Act do not impact the Group’s tax rate significantly, up or down, except for the tax credit mentioned above.

Profit for the year

Profit for the year increased by over 27% to £1,912.3 million from £1,501.6 million in 2016 on a reported basis and increased by almost 23% in constant currencies. In 2017, £1,816.6 million of profit for the year was attributable to equity holders of the parent and £95.7 million attributable to non-controlling interests. Diluted earnings per share was up almost 32% to 142.4p from 108.0p and increased 26.9% in constant currencies.

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B. Liquidity and Capital Resources

General—The primary sources of funds for the Group are cash generated from operations and funds available under its credit facilities. The primary uses of cash funds in recent years have been for debt service and repayment, capital expenditures, acquisitions, share repurchases and cancellations and dividends. For a breakdown of the Company’s sources and uses of cash and for the Company’s liquidity risk management see the “Consolidated Cash Flow Statement” and note 23, which are included as part of the Company’s consolidated financial statements in Item 18 of this Report.

Progress on growth strategy: In the last seven months we have made significant progress in simplifying our operations to make them more client-centric and improving WPP’s financial position. Milestones include the launch of a new vision, offer and brand identity for WPP, the creation of two new integrated networks (VMLY&R and Wunderman Thompson), the realignment of the US healthcare agencies with major networks, the formation of WPP’s first Executive Committee and the initiation of the process to find a financial and strategic partner for Kantar.

As part of the restructuring plan we outlined in the investor day presentation, 70 of the 100 planned office mergers have been completed, 57 of the 80 offices have been closed and approximately 2,650 of the 3,500 planned redundancies have been actioned. The anticipated gross savings remain in line with the £160 million estimate in December. As we outlined in the investor day a proportion of these gross savings will be reinvested in talent and technology development.

In addition, 30 disposals were completed in 2018 realising proceeds of £849 million, helping to strengthen the Group’s balance sheet and improve leverage. The disposal programme will continue in 2019 and a further 6 disposals have been completed year-to-date.

Return of funds to shareholders: Dividends paid in respect of 2018 will total approximately £753 million for the year. Funds returned to shareholders in 2018 totalled £955 million, including share buy-backs. In 2018, 16.6 million shares, or 1.3% of the issued share capital, were purchased at a cost of £207 million.

Uses of funds: As per the investor day in December, over the next three years we will prioritise the dividend over share buy-backs and will balance targeted M&A with divestments.

The Group’s liquidity is affected primarily by the working capital flows associated with its media buying activities on behalf of clients. The working capital movements relate primarily to the Group’s billings. Billings comprise the gross amounts billed to clients in respect of commission-based/fee-based income together with the total of other fees earned. In 2018, billings were £55.8 billion, or 3.6 times the revenue of the Group. The inflows and outflows associated with media buying activity therefore represent significant cash flow within each month of the year and are forecast and re-forecast on a regular basis throughout the year by the Group’s treasury staff so as to ensure that there is continuing coverage of peak requirements through committed borrowing facilities from the Group’s bankers and other sources.

Liquidity risk management— The Group manages liquidity risk by ensuring continuity and flexibility of funding even in difficult market conditions. Undrawn committed borrowing facilities are maintained in excess of peak net-borrowing levels and debt maturities are closely monitored. Targets for debt less cash position are set on an annual basis and, to assist in meeting this, working capital targets are set for all the Group’s major operations. See additional discussion on liquidity risk in note 23 to the consolidated financial statements.

Debt

The Company’s borrowings consist of bonds and revolving credit facilities, details on the Company’s borrowings are provided in note 10 to the consolidated financial statements.

The Group had a five-year Revolving Credit Facility of $2.5 billion due July 2021. Borrowings under the Revolving Credit Facility are governed by certain financial covenants based on the results and financial position of the Group, including requirements that (i) the interest coverage ratio for each financial period equal or exceed 5.0 to 1 and (ii) the ratio of borrowed funds to earnings before interest, taxes, depreciation and amortisation at

22

30 June and 31 December in each year shall not exceed 3.5 to 1, both covenants are defined in the relevant agreement. The Group is in compliance with both covenants. On 15 March 2019, the Group refinanced the facility and extended the term of the $2.5 billion five-year Revolving Credit Facility to March 2024.

The Group also has a one-year Revolving Credit Facility of A$150 million due June 2019 and a three-year Revolving Credit Facility of A$370 million due June 2021. Borrowings under these facilities are governed by certain financial covenants based on the results and financial position of WPP AUNZ, including requirements that (i) the interest coverage ratio for each financial period equal or exceed 4.0 to 1 and (ii) the ratio of borrowed funds to earnings before interest, taxes, depreciation and amortisation at 30 June and 31 December in each year shall not exceed 3.0 to 1, both covenants are defined in the relevant agreement. The Group is in compliance with both covenants.

Hedging of financial instruments—The Group’s policy on interest rate and foreign exchange rate management sets out the instruments and methods available to hedge interest and currency risk exposures and the control procedures in place to ensure effectiveness. The Group uses derivative financial instruments to reduce exposure to foreign exchange risk and interest rate movements. The Group does not hold or issue derivative financial instruments for speculative purposes.

In 2018, operating profit was £1.431 billion, depreciation, amortisation and goodwill impairment £728 million, non-cash sharebased incentive charges £85 million, working capital and provisions inflow £166 million, net interest paid £162 million, tax paid £384 million, capital expenditure £375 million, earnout payments £120 million and other net cash outflows £266 million, principally £235 million gains on disposal of investments and subsidiaries. Free cash flow available for debt repayment, acquisitions (excluding earnouts), share buy-backs and dividends was, therefore, £1.103 billion. This free cash flow was enhanced by £849 million of proceeds from the disposal of associates and investments, offset by £289 million in cash acquisition costs (investments and new acquisition payments), £207 million in share buy-backs and £747 million in dividends, a net outflow of £394 million. This resulted in a net cash inflow of £709 million.

On 31 December 2018 net debt was £4.017 billion, against £4.483 billion on 31 December 2017, a decrease of £466 million (a decrease of £605 million at 2018 exchange rates). The reduced period end debt figure reflects the benefit of £849 million proceeds in relation to disposal of our interests in certain associates and investments, the principal of which were Globant S.A., Imagina, AppNexus and Bruin. Average net debt in 2018 was £4.966 billion, compared to £5.125 billion in 2017, at 2018 exchange rates. Interest (finance cost net of finance income, excluding revaluation of financial instruments) cover based on headline PBIT in 2018 was 11.1 times. The average net debt to headline EBITDA ratio at 2.1x, is above the revised target range of 1.5-1.75x to be achieved by the end of 2021.

Average net debt in the first quarter of 2019 was £4.163 billion, compared to £4.875 billion in 2018, at 2019 exchange rates, a decrease of £712 million. The net debt figure of £4.624 billion at 31 March 2019, compares with a current market capitalisation of approximately £11.814 billion at 23 April 2019, giving an enterprise value of £16.438 billion.

Given the strong cash generation of the business, its debt maturity profile and available facilities, the Directors believe the Group has sufficient liquidity to match its requirements for the foreseeable future.

Refer to Item 5F for details on the Company’s material commitments for capital expenditures at 31 December 2018.

C. Research and Development, Patents and Licenses, etc.

Not applicable.

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D. Trend Information

The discussion below and in the rest of this Item 5 includes forward-looking statements regarding plans, objectives, projections and anticipated future performance based on assumptions that are subject to risks and uncertainties. As such, actual results or outcomes may differ materially from those discussed in the forward-looking statements. See “Forward-Looking Statements” preceding Item 1 in this annual report.

Revenue in the first quarter of 2019 was £3.588 billion, up 0.9% compared with the same period last year on a reported basis and -0.6% on a constant currency basis. Like-for-like revenue was -1.3% compared with last year. Financial guidance for 2019 is unchanged with like-for-like revenue down 1.5% to 2.0%, with stronger headwinds in the first half, due to client assignment losses in the latter part of 2018.

E. Off-Balance Sheet Arrangements

None.

F. Tabular Disclosure of Contractual Obligations

The following summarises the Company’s estimated contractual obligations at 31 December 2018, and the effect such obligations are expected to have on its liquidity and cash flows in the future periods. Certain obligations presented below held by one subsidiary of the Company may be guaranteed by another subsidiary in the ordinary course of business.

			Payments due in
(£m)	Total		2019		2020		2021		2022		2023		Beyond 2023
Debt financing under the Revolving Credit Facility and in relation to unsecured loan notes1
Eurobonds		3,324.4		539.1		224.6		—		224.6		673.9		1,662.2
Sterling bonds		600.0		—		200.0		—		—		—		400.0
US$ bonds		2,184.5		—		—		637.4		392.3		—		1,154.8
Bank revolvers		174.0		32.0		—		142.0		—		—		—
Subtotal		6,282.9		571.1		424.6		779.4		616.9		673.9		3,217.0
Interest payable		1,728.4		177.3		172.2		157.7		125.6		112.9		982.7
Total		8,011.3		748.4		596.8		937.1		742.5		786.8		4,199.7
Operating leases2		4,231.1		600.9		468.6		410.4		358.1		320.3		2,072.8
Capital commitments3		28.4		28.4		—		—		—		—		—
Investment commitments3		31.4		31.4		—		—		—		—		—
Financial derivatives		4.8		11.4		10.0		8.2		7.0		5.0		(36.8	)
Estimated obligations under acquisition earnouts and put option agreements		656.7		185.0		177.9		70.3		119.6		40.2		63.7
Total contractual obligations		12,963.7		1,605.5		1,253.3		1,426.0		1,227.2		1,152.3		6,299.4

¹   In addition to debt financing under the Revolving Credit Facility and in relation to unsecured loan notes, the Company had short-term overdrafts at 31 December 2018 of £442.0 million. The Group’s net debt at 31 December 2018 was £4,016.7 million and is analysed in Item 5B.

²  Operating leases include lease-related costs of £602.9 million and are net of sub-let rentals of £31.5 million. Lease-related costs include real estate taxes, insurance costs and operating costs embedded in the rental payments to the landlord.

³  Capital and investment commitments include commitments contracted, but not provided for in respect of property, plant and equipment and in respect of interests in associates and other investments, respectively.

The Company expects to make annual contributions to its funded defined benefit plans, as determined in line with local conditions and practices. Contributions in respect of unfunded plans are paid as they fall due. The total contributions (for funded plans) and benefit payments (for unfunded plans) paid for 2018 amounted to £44.9 million (2017: £68.2 million, 2016: £43.7 million). Employer contributions and benefit payments in 2019 are expected to be approximately £50 million. Projections for years after 2019 are subject to a number of factors, including future asset performance and changes in assumptions which mean the Company is unable to make sufficiently reliable estimations of future contributions.

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Non-GAAP Information

As introduced on page 7, the following metrics are the Group’s Non-GAAP measures.

Constant currency

The Company’s reporting currency is the UK pound sterling. However, the Company’s significant international operations give rise to fluctuations in foreign exchange rates. To neutralize foreign exchange impact and illustrate the underlying change in revenue, profit and other relevant financial statement line items from one year to the next, the Company has adopted the practice of discussing results in both reportable currency (local currency results translated into pounds sterling at the prevailing foreign exchange rate) and constant currency.

The Group uses US dollar-based, constant currency models to measure performance. These are calculated by applying budgeted 2018 exchange rates to local currency reported results for the current and prior year. This gives a US dollar-denominated income statement which excludes any variances attributable to foreign exchange rate movements.

Pro-forma (‘like-for-like’)

Management believes that discussing like-for-like contributes to the understanding of the Company’s performance and trends because it allows for meaningful comparisons of current year to that of prior years.

Pro-forma comparisons are calculated as follows: current year, constant currency actual results (which include acquisitions from the relevant date of completion) are compared with prior year, constant currency actual results, adjusted to include the results of acquisitions for the commensurate period in the prior year. The Group uses the terms ‘pro-forma’ and ‘like-for-like’ interchangeably.

The following table reconciles reported revenue growth for 2018 and 2017 to like-for-like revenue for the same period.

	Revenue
	£m
2016 Reportable1		14,887
Impact of exchange rate changes		682		4.6	%
Changes in scope of consolidation		266		1.8	%
Like-for-like growth		(31	)	(0.2	%)
2017 Reportable1		15,804		6.2	%
Impact of exchange rate changes		(435	)	(2.8	%)
Changes in scope of consolidation		109		0.7	%
Like-for-like growth		124		0.8	%
2018 Reportable		15,602		(1.3	%)
1  Prior year figures have been restated for the impact of the adoption of IFRS 15 Revenue from Contracts with Customers, as described in the accounting policies section of the consolidated financial statements.

Headline PBIT

Headline PBIT is one of the metrics that management uses to assess the performance of the business.

Headline PBIT is calculated as profit before finance income/costs and revaluation of financial instruments, taxation, gains/losses on disposal of investments and subsidiaries, investment write-downs, goodwill impairment

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and other goodwill write-downs, amortisation and impairment of acquired intangible assets, restructuring and transformation costs, share of exceptional gains/losses of associates and gains/losses on remeasurement of equity interests arising from a change in scope of ownership.

A tabular reconciliation of profit before interest and taxation to headline PBIT is provided in note 29 to the consolidated financial statements.

Headline PBT

Headline PBT is one of the metrics that management uses to assess the performance of the business.

Headline PBT is calculated as profit before taxation, gains/losses on disposal of investments and subsidiaries, investment write-downs, goodwill impairment and other goodwill write-downs, amortisation and impairment of acquired intangible assets, restructuring and transformation costs, share of exceptional gains/losses of associates, gains/losses arising from the revaluation of financial instruments, and gains/losses on remeasurement of equity interests arising from a change in scope of ownership.

A tabular reconciliation of profit before taxation to headline PBT is shown below.

	Year ended 31 December
	2018 £m			2017 £m			2016 £m
Profit before taxation		1,463.3			2,109.3			1,890.5
Amortisation and impairment of acquired intangible assets		280.0			195.1			168.4
Goodwill impairment		183.9			27.1			27.0
Gains on disposal of investments and subsidiaries		(235.5	)		(129.0	)		(44.3	)
(Gains)/losses on remeasurement of equity interests arising from a change in scope of ownership		(2.0	)		0.3			(232.4	)
Investment write-downs		2.0			95.9			86.1
Restructuring and transformation costs		302.3			56.8			27.4
Share of exceptional losses/(gains) of associates		41.7			(0.8	)		15.2
Revaluation of financial instruments		(172.9	)		(262.2	)		48.3
Headline PBT		1,862.8			2,092.5			1,986.2

Headline EBITDA

Headline EBITDA is a key metric that private equity firms, for example, use for valuing companies, and is one of the metrics that management uses to assess the performance of the business.

Headline EBITDA is calculated as profit before finance income/costs and revaluation of financial instruments, taxation, investment gains/losses and write-downs, goodwill impairment and other goodwill write-downs, amortisation and impairment of intangible assets, share of exceptional losses/gains of associates, depreciation of property, plant and equipment, losses/gains on remeasurement of equity interests arising from a change in scope of ownership and restructuring and transformation costs.

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A tabular reconciliation of profit for the year to headline EBITDA is shown below.

	Year ended 31 December
	2018 £m			2017 £m			2016 £m
Profit for the year		1,139.4			1,912.3			1,501.6
Taxation		323.9			197.0			388.9
Finance income, finance cost and revaluation of financial instruments, net		11.6			(87.6	)		222.4
Amortisation and impairment of acquired intangible assets		280.0			195.1			168.4
Depreciation of property, plant and equipment		225.1			230.7			220.8
Amortisation of other intangible assets		38.7			36.3			38.6
Goodwill impairment		183.9			27.1			27.0
Gains on disposal of investments and subsidiaries		(235.5	)		(129.0	)		(44.3	)
(Gains)/losses on remeasurement of equity interests arising from a change in scope of ownership		(2.0	)		0.3			(232.4	)
Investment write-downs		2.0			95.9			86.1
Restructuring and transformation costs		302.3			56.8			27.4
Share of exceptional losses/(gains) of associates		41.7			(0.8	)		15.2
Headline EBITDA		2,311.1			2,534.1			2,419.7

Billings

Billings is one of the metrics that management uses to assess the performance of the business.

Billings comprise the gross amounts billed to clients in respect of commission-based/fee-based income together with the total of other fees earned.

Estimated net new billings

Estimated net new billings is one of the metrics that management uses to assess the performance of the business.

Estimated net new billings represent the estimated annualised impact on billings of new business gained from both existing and new clients, net of existing client business lost. The estimated impact is based upon initial assessments of the clients’ marketing budgets, which may not necessarily result in actual billings of the same amount.

Free cash flow

The Group bases its internal cash flow objectives on free cash flow. Management believes free cash flow is meaningful to investors because it is the measure of the Company’s funds available for acquisition related payments, dividends to shareholders, share repurchases and debt repayment. The purpose of presenting free cash flow is to indicate the ongoing cash generation within the control of the Group after taking account of the necessary cash expenditures of maintaining the capital and operating structure of the Group (in the form of payments of interest, corporate taxation and capital expenditure). This computation may not be comparable to that of similarly titled measures presented by other companies.

Free cash flow is calculated as net cash inflow from operating activities including proceeds from the issue of shares and proceeds from the disposal of property, plant and equipment, less earnout payments, purchases of property, plant and equipment, purchases of other intangible assets and dividends paid to non-controlling interests in subsidiary undertakings.

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A tabular reconciliation of net cash inflow from operating activities to free cash flow is shown below.

	Year ended 31 December
	2018 £m			20171 £m			20161 £m
Net cash inflow from operating activities		1,693.8			1,408.1			1,773.8
Share option proceeds		1.2			6.4			27.2
Proceeds on disposal of property, plant and equipment		9.5			8.0			7.7
Earnout payments		(120.2	)		(199.1	)		(92.3	)
Purchases of property, plant and equipment		(314.8	)		(288.9	)		(252.1	)
Purchases of other intangible assets (including capitalised computer software)		(60.4	)		(37.3	)		(33.0	)
Dividends paid to non-controlling interests in subsidiary undertakings		(106.2	)		(87.8	)		(89.6	)
Free cash flow		1,102.9			809.4			1,341.7
1  Prior year free cash flow has been re-presented to include movements in working capital and provisions and exclude earnout payments.

Net debt and average net debt

Management believes that net debt and average net debt are appropriate and meaningful measures of the debt levels within the Group. This is because of the seasonal swings in our working capital generally, and those resulting from our media buying activities on behalf of our clients in particular, together with the fact that we choose for commercial reasons to locate the debt of the Group in particular countries and leave cash resources in others—though our cash resources could be used to repay the debt concerned.

Net debt at a period end is calculated as the sum of the net borrowings of the Group, derived from the cash ledgers and accounts in the balance sheet. Average net debt is calculated as the average daily net borrowings of the Group.

The following table is an analysis of net debt:

	2018 £m			2017 £m			2016 £m
Debt financing		(6,659.9	)		(6,874.5	)		(6,567.4	)
Cash and short-term deposits		2,643.2			2,391.4			2,436.9
Net debt		(4,016.7	)		(4,483.1	)		(4,130.5	)

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Use of Estimates

The preparation of consolidated financial statements requires management to make estimates, judgements and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingencies at the date of the consolidated financial statements, and the reported amounts of revenues and expenses during the reporting period. Actual results could differ materially from those estimates.

Critical Accounting Policies

The Company’s consolidated financial statements have been prepared in accordance with IFRS as issued by the IASB. A summary of the Group’s principal accounting policies is provided in the Accounting Policies section of the consolidated financial statements. The Company believes certain of these accounting policies are particularly critical to understanding the more significant judgements and estimates used in the preparation of its consolidated financial statements. Therefore, we have prepared the following supplemental discussion of critical accounting policies, which should be read together with our consolidated financial statements and notes thereto.

Goodwill and other intangibles

The Company has a significant amount of goodwill and other intangible assets. In accordance with the Group’s accounting policy, the carrying values of goodwill and intangible assets with indefinite useful lives are reviewed for impairment annually or more frequently if events or changes in circumstances indicate that the asset might be impaired.

The impairment review is undertaken annually on 30 September. The review assessed whether the carrying value of goodwill and intangible assets with indefinite useful lives was supported by the net present value of future cash flows, using a pre-tax discount rate of 9.0% (2017: 8.5%) and management forecasts for a projection period of up to five years, followed by an assumed annual long-term growth rate of 3.0% (2017: 3.0%) and no assumed improvement in operating margin. Management have made the judgement that this long-term growth rate does not exceed the long-term average growth rate for the industry.

Under IFRS, an impairment charge is required for both goodwill and other indefinite-lived assets when the carrying amount exceeds the ‘recoverable amount’, defined as the higher of fair value less costs to sell and value in use.

Our approach in determining the recoverable amount utilises a discounted cash flow methodology, which necessarily involves making numerous estimates and assumptions regarding revenue growth, operating margins, appropriate discount rates and working capital requirements. The key assumptions used for estimating cash flow projections in the Group’s impairment testing are those relating to revenue growth and operating margin. The key assumptions take account of the businesses’ expectations for the projection period. These expectations consider the macroeconomic environment, industry and market conditions, the unit’s historical performance and any other circumstances particular to the unit, such as business strategy and client mix.

These estimates will likely differ from future actual results of operations and cash flows, and it is possible that these differences could be material. In addition, judgements are applied in determining the level of cash-generating unit identified for impairment testing and the criteria used to determine which assets should be aggregated. A difference in testing levels could affect whether an impairment is recorded and the extent of impairment loss. Changes in our business activities or structure may also result in changes to the level of testing in future periods. Further, future events could cause the Group to conclude that impairment indicators exist and that the asset values associated with a given operation have become impaired. Any resulting impairment loss could have a material impact on the Group’s financial condition and results of operations.

Historically our impairment losses have resulted from a specific event, condition or circumstance in one of our companies, such as the loss of a significant client. As a result, changes in the assumptions used in our impairment

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model have not had a significant effect on the impairment charges recognised and a reasonably possible change in assumptions would not lead to a significant impairment, except for VMLY&R as discussed in note 12 to the consolidated financial statements. The carrying value of goodwill and other intangible assets will continue to be reviewed at least annually for impairment and adjusted down to the recoverable amount if required.

Acquisition accounting

The Group accounts for acquisitions in accordance with IFRS 3 ‘Business Combinations’. IFRS 3 requires the acquiree’s identifiable assets, liabilities and contingent liabilities (other than non-current assets or disposal groups held for sale) to be recognised at fair value at acquisition date. In assessing fair value at acquisition date, management make their best estimate of the likely outcome where the fair value of an asset or liability may be contingent on a future event. In certain instances, the underlying transaction giving rise to an estimate may not be resolved until some years after the acquisition date. IFRS 3 requires the release to profit of any acquisition reserves which subsequently become excess in the same way as any excess costs over those provided at acquisition date are charged to profit. At each period end, management assess provisions and other balances established in respect of acquisitions for their continued probability of occurrence and amend the relevant value accordingly through the consolidated income statement or as an adjustment to goodwill as appropriate under IFRS 3. In 2018, operating profit includes credits totalling £29.9 million (2017: £44.8 million, 2016: £26.3 million) relating to the release of excess provisions and other balances established in respect of acquisitions completed prior to 2017.

Future anticipated payments to vendors in respect of contingent consideration (earnout agreements) are initially recorded at fair value which is the present value of the expected cash outflows of the obligations. The obligations are dependent on the future financial performance of the interests acquired (typically over a four- to five-year period following the year of acquisition) and assume the operating companies improve profits in line with Directors’ estimates. The Directors derive their estimates from internal business plans together with financial due diligence performed in connection with the acquisition. Subsequent adjustments to the fair value are recorded in the consolidated income statement within revaluation of financial instruments. A summary of earnout related obligations included in trade and other payables is shown in note 18 to the consolidated financial statements.

WPP has also entered into option agreements that allow the Group’s equity partners to require the Group to purchase the non-controlling interest. These agreements are treated as derivatives over equity instruments and are recorded in the consolidated balance sheet initially at the present value of the redemption amount in accordance with IAS 32 Financial Instruments: Presentation and subsequently measured at fair value in accordance with IFRS 9 Financial Instruments. The movement in the fair value is recognised as income or expense within revaluation of financial instruments in the consolidated income statement.

Actual performance may differ from the assumptions used resulting in amounts ultimately paid out with respect to these earnout and option agreements at more or less than the recorded liabilities. Estimates are required regarding growth rates in deriving future financial performance and discount rates to be applied when measuring the liabilities for earnout and option agreements. The assumptions and sensitivity to changes in these assumptions is shown in note 24 to the consolidated financial statements.

Revenue recognition

The Group is a leading worldwide creative transformation organisation offering national and multinational clients a comprehensive range of communications, experience, commerce and technology services. Contracts often involve multiple agencies offering different services in different countries. As such, the terms of local, regional, and global contracts can vary to meet client needs and regulatory requirements. Consistent with the industry, contracts are typically short-term in nature and tend to be cancellable by either party with 90 days notice. The Group is generally entitled to payment for work performed to date.

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The Group is generally paid in arrears for its services. Invoices are typically payable within 30 to 60 days. Revenue comprises commissions and fees earned in respect of amounts billed and is stated exclusive of VAT, sales taxes and trade discounts. Pass-through costs comprise fees paid to external suppliers when they are engaged to perform part or all of a specific project and are charged directly to clients, predominantly media and data collection costs. Costs to obtain a contract are typically expensed as incurred as the contracts are generally short-term in nature.

In most instances, promised services in a contract are not considered distinct or represent a series of services that are substantially the same with the same pattern of transfer to the customer and, as such, are accounted for as a single performance obligation. However, where there are contracts with services that are capable of being distinct, are distinct within the context of the contract, and are accounted for as separate performance obligations, revenue is allocated to each of the performance obligations based on relative standalone selling prices.

Revenue is recognised when a performance obligation is satisfied, in accordance with the terms of the contractual arrangement. Typically performance obligations are satisfied over-time as services are rendered. Revenue recognised over-time is based on the proportion of the level of service performed. Either an input method or an output method, depending on the particular arrangement, is used to measure progress for each performance obligation. For most fee arrangements, costs incurred are used as an objective input measure of performance. The primary input of substantially all work performed under these arrangements is labour. There is normally a direct relationship between costs incurred and the proportion of the contract performed to date. In other circumstances relevant output measures, such as the achievement of any project milestones stipulated in the contract, are used to assess proportional performance.

For our retainer arrangements, we have a stand ready obligation to perform services on an ongoing basis over the life of the contract. The scope of these arrangements are broad and generally are not reconcilable to another input or output criteria. In these instances, revenue is recognised using a time-based method resulting in straight-line revenue recognition.

The amount of revenue recognised depends on whether we act as an agent or as a principal. Certain arrangements with our clients are such that our responsibility is to arrange for a third party to provide a specified good or service to the client. In these cases we are acting as an agent as we do not control the relevant good or service before it is transferred to the client. When we act as an agent, the revenue recorded is the net amount retained. Costs incurred with external suppliers (such as production costs and media suppliers) are excluded from revenue and recorded as work in progress until billed.

The Group acts as principal when we control the specified good or service prior to transfer. When the Group acts as a principal (such as in-house production services, events, data investment management, and branding), the revenue recorded is the gross amount billed. Billings related to out-of-pocket costs such as travel are also recognised at the gross amount billed with a corresponding amount recorded as an expense. Further details on revenue recognition are detailed by sector below:

Advertising and media investment management

Revenue is typically derived from media placements and advertising services. Revenue may consist of various arrangements involving commissions, fees, incentive-based revenue or a combination of the three, as agreed upon with each client. Revenue for commissions on purchased media is typically recognised at the point in time the media is run. The Group receives volume rebates from certain suppliers for transactions entered into on behalf of clients that, based on the terms of the relevant contracts and local law, are either remitted to clients or retained by the Group. If amounts are passed on to clients they are recorded as liabilities until settled or, if retained by the Group, are recorded as revenue when earned. Variable incentive-based revenue typically comprises both quantitative and qualitative elements. Incentive compensation is estimated using the most likely amount and is included in revenue up to the amount that is highly probable not to result in a significant reversal of cumulative revenue recognised. The Group recognises incentive revenue as the related performance obligation is satisfied.

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Data investment management

Revenue for market research services is typically recognised over-time based on input measures. For certain performance obligations, output measures such as the percentage of interviews completed, percentage of reports delivered to a client and the achievement of any project milestones stipulated in the contract are used to measure progress. While most of the studies provided in connection with the Group’s market research contracts are undertaken in response to an individual client’s or group of clients’ specifications, in certain instances a study may be developed as an off-the-shelf product offering sold to a broad client base. For these transactions, revenue is recognised when the product is delivered. When the terms of the transaction provide for licensing the right to access a product on a subscription basis, revenue is recognised over the subscription period typically on a straight-line basis.

Public relations & public affairs and brand consulting, health & wellness and specialist communications

Revenue for these services is typically derived from retainer fees and fees for services to be performed subject to specific agreement. Most revenue under these arrangements is earned over-time, in accordance with the terms of the contractual arrangement.

Pension costs

Pension costs are assessed in accordance with the advice of local independent qualified actuaries. The latest full actuarial valuations for the various plans were carried out at various dates in the last three years. These valuations have been updated by the local actuaries to 31 December 2018.

The Group’s policy is to close existing defined benefit plans to new members. This has been implemented across a significant number of pension plans. As a result, these plans generally have an ageing membership population. In accordance with IAS 19, Defined Benefit Plans, the actuarial calculations have been carried out using the projected unit credit method. In these circumstances, use of this method implies that the contribution rate implicit in the current service cost will increase in future years.

The Group’s pension deficit was £183.4 million at 31 December 2018, compared to £205.4 million at 31 December 2017. The decrease in the deficit is primarily due to higher discount rates as a result of an increase in high-quality corporate bond yields.

There are a number of areas in the pension accounting that involve judgements made by management based on the advice of qualified advisors. These include establishing the discount rates, rate of increase in salaries and pensions in payment, inflation and mortality assumptions. A sensitivity analysis for each significant actuarial assumption is shown in note 22 to the consolidated financial statements.

Most of the Group’s pension plan assets are held by its plans in the UK and North America. Management considers the types of investment classes in which the pension plan assets are invested. The types of investment classes are determined by economic and market conditions and in consideration of specific asset class risk.

Management periodically commissions detailed asset and liability studies performed by third-party professional investment advisors and actuaries that generate probability-adjusted expected future returns on those assets. These studies also project the estimated future pension payments and evaluate the efficiency of the allocation of the pension plan assets into various investment categories.

Taxation

Corporate taxes are payable on taxable profits at current rates. The tax expense represents the sum of the tax currently payable and deferred tax.

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The Group is subject to corporate taxes in a number of different jurisdictions and judgement is required in determining the appropriate provision for transactions where the ultimate tax determination is uncertain. In such circumstances, the Group recognises liabilities for anticipated taxes based on the best information available and where the anticipated liability is both probable and estimable, liabilities are classified as current. Any interest and penalties accrued are included in corporate income taxes both in the consolidated income statement and balance sheet. Where the final outcome of such matters differs from the amount recorded, any differences may impact the income tax and deferred tax provisions in the period in which the final determination is made.

We record deferred tax assets and liabilities using tax rates that are expected to apply in the period when the liability is settled or the asset is realised based on enacted, or substantively enacted legislation, for the effect of temporary differences between book and tax bases of assets and liabilities. Currently we have deferred tax assets resulting from operating loss carryforwards and deductible temporary differences, all of which could reduce taxable income in the future. The main factors that we consider include:

• the future earnings potential determined through the use of internal forecasts;

• the cumulative losses in recent years;

• the various jurisdictions in which the potential deferred tax assets arise;

• the history of losses carried forward and other tax assets expiring;

• the timing of future reversal of taxable temporary differences;

• the expiry period associated with the deferred tax assets; and

• the nature of the income that can be used to realise the deferred tax asset.

If it is probable that some portion of these assets will not be realised, then no asset is recognised in relation to that portion. At 31 December 2018, no deferred tax asset has been recognised in respect of gross tax losses and other temporary differences of £4,875.2 million.

If market conditions improve and future results of operations exceed our current expectations, our existing recognised deferred tax assets may be adjusted, resulting in future tax benefits. Alternatively, if market conditions deteriorate further or future results of operations are less than expected, future assessments may result in a determination that some or all of the deferred tax assets are not realisable. As a result, all or a portion of the deferred tax assets may need to be reversed.

New IFRS Accounting Pronouncements

See page F-2 of the consolidated financial statements for a description of new IFRS accounting pronouncements.

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ITEM 6. DIRECTORS, SENIOR MANAGEMENT AND EMPLOYEES

A. Directors and Senior Management

The Directors and Executive Officers of the Company are as follows:

Roberto Quarta, Age 69: Chairman. Roberto Quarta was appointed as a Director on 1 January 2015 and became Chairman on 9 June 2015. Roberto has extensive and diverse experience in corporate governance and global commerce. He is Partner and Chairman of Clayton, Dubilier & Rice Europe, a private equity firm, which allows him to bring valuable perspective to WPP, particularly when evaluating acquisitions and new business opportunities. Roberto has an in-depth understanding of differing global governance requirements having served on the boards of a number of UK and international companies, including as Chairman of BBA Group plc and Rexel SA and as Non-Executive Director of BAE Systems plc, Equant NV and Foster Wheeler AG.

Other current appointments: Chairman, Smith & Nephew plc.

Mark Read, Age 52: Chief Executive Officer. Mark Read was appointed as an Executive Director and Chief Executive Officer on 3 September 2018. Mark has held multiple leadership positions at WPP, having first joined the Company in 1989. He was responsible for WPP’s expansion into technology through the acquisition of 24/7 Real Media, the creation of the POSSIBLE network and the launch of Stream, WPP’s celebrated “unconference”. In 2015, he was appointed Global CEO of Wunderman, which he transformed into one of the world’s leading creative, data and technology agencies. Wired magazine ranked Mark as one of the Top 25 Digital Influencers in Europe in 2014 and he was named The Drum’s Digital Individual of the Year in 2015 and 2017. In September 2018 he was named as a Financial Times and HERoes Champion of Women in Business.

Paul Richardson, Age 61: Group Finance Director. Paul Richardson became Group Finance Director in 1996 after four years with the Company as Director of Treasury. Paul is responsible for the Company’s worldwide functions in finance, information technology, procurement, property, treasury, taxation, internal audit and sustainability. Paul is a chartered accountant and fellow of the Association of Corporate Treasurers. In October 2018 he informed the Board he would step down during the course of 2019.

Nicole Seligman, Age 62: Senior Independent Director, Non-Executive Director. Nicole Seligman was appointed as a Director on 1 January 2014. Nicole is a global business leader and an internationally recognised lawyer. She brings to the Board analytical skills, in-depth knowledge of public company corporate governance and a comprehensive understanding of media and business issues. Nicole was previously President of Sony Entertainment, Inc. and global General Counsel for Sony Corporation. Prior to that, as a partner at law firm Williams & Connolly, Nicole represented key public figures and major media and other companies in complex litigation.

Other current appointments: Non-Executive Director, Viacom Inc. Non-Executive Director, Far Point Acquisition Corporation. Chairman, The Doe Fund.

Jacques Aigrain, Age 64: Non-Executive Director. Jacques Aigrain was appointed as a Director on 13 May 2013. Jacques brings business, corporate finance and governance expertise to his role on the Board of WPP. Currently a Senior Advisor at Warburg Pincus LLP, from 2001 to 2009 he was a member of the Executive Committee of Swiss Re AG. Prior to Swiss Re, he spent 20 years with JPMorgan Chase. Jacques was previously Chairman of LCH Clearnet Group Ltd, a Director of the Qatar Financial Center Authorities and a Supervisory Board Member of Lufthansa AG and Swiss International Airlines AG.

Other current appointments: Chairman, LyondellBasell NV. Non-Executive Director, London Stock Exchange Group plc. Chairman, Self Trade Bank S.A.U.

Tarek Farahat, Age 54: Non-Executive Director. Tarek Farahat was appointed as a Director with effect from 11 October 2016. Tarek has extensive leadership and brand-building experience gained in different markets

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around the world. He worked for Procter & Gamble for over 26 years in Europe, the Middle East and Latin America, leading multi-billion dollar businesses for the company. His last position at Procter & Gamble was President of Procter & Gamble Latin America and member of the Global Leadership Council. Tarek was previously Chairman of the board of JBS S.A. and a board member of Pilgrims Pride Corporation and Alpargatas. He is currently a strategic advisor and partner for several companies.

Sir John Hood, Age 67: Non-Executive Director. Sir John Hood was appointed as a Director on 1 January 2014. Sir John brings deep knowledge and experience of international business to the Board, and provides analytical rigour arising from his leadership roles in higher education and research. He has held advisory roles for the New Zealand and British governments and has served as a Non-Executive Director of British and New Zealand-based enterprises. He was formerly Vice Chancellor of the University of Oxford and the University of Auckland.

Other current appointments: President and CEO, Robertson Foundation. Chairman, BMT Group. Non-Executive Director, Study Group Limited. Non-Executive Director, Aurora Energy Research. Non-Executive Director, Blackstone Group LP.

Ruigang Li, Age 49: Non-Executive Director. Ruigang Li was appointed as a Director on 12 October 2010. As Founding Chairman and CEO of CMC Capital Group, China’s leading equity investment group in the entertainment, technology and consumer sectors, and of CMC Inc., a media and entertainment conglomerate, Ruigang offers WPP insight into the Chinese media and technology sectors. Ruigang was Chairman and President of Shanghai Media Group for over 10 years and was previously Chief of Staff of Shanghai Municipal Government.

Other current appointments: Chairman and CEO, CMC Capital Group. Chairman and CEO, CMC Inc. Board Member, City Football Group. Director, Creative Artists Agency. Vice Chairman, TVB (Hong Kong). Chairman, Shaw Brothers (Hong Kong). Board Member, Special Olympics.

Daniela Riccardi, Age 59: Non-Executive Director. Daniela Riccardi was appointed as a Director on 12 September 2013. A senior FMCG, retail and fashion products executive, Daniela is a recognised leader in business development and branding. She is currently CEO of Baccarat, the international luxury goods company, and was previously CEO of Diesel Group. Daniela has substantial global business experience, having spent 25 years at Procter & Gamble in senior management roles around the world – including Vice President of Procter & Gamble Columbia, Mexico and Venezuela, Vice President and General Manager of Procter & Gamble Eastern Europe & Russia and President of Procter & Gamble Greater China.

Other current appointments: CEO, Baccarat. Non-Executive Director, Kering. Non-Executive Director, Comite Colbert.

Sally Susman, Age 57: Non-Executive Director. Sally Susman was appointed as a Director on 13 May 2013. Sally brings expertise in communications, public affairs, governance and strategy to the Board. She is Executive Vice President, Chief Corporate Affairs Officer for Pfizer, the world’s largest biopharmaceutical company. She also heads Pfizer’s corporate responsibility group and plays a key role in shaping policy initiatives. Before joining Pfizer in 2007, Sally was EVP of Global Communications at Estée Lauder, where she directed global corporate affairs strategy and served as a member of the Executive Committee. Sally previously held several senior corporate affairs posts at American Express, in both London and the US.

Other current appointments: Co-Chair, International Rescue Committee.

Solomon D. (Sol) Trujillo, Age 67: Non-Executive Director. Solomon D. (Sol) Trujillo was appointed as a Director on 12 October 2010. An international business executive with three decades of leading high-cap global companies in the US, Europe and Asia Pacific, Sol has wide board and corporate governance experience in the

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technology, media and digital sectors. Sol has managed operations in over 25 countries from Europe and North America to China, Australasia, Africa and the Middle East. He is a Senior Advisor to Bain & Company and Chairman of Trujillo Group LLC, which manages investments and examines emerging trends in the broader digital space.

Other current appointments: Director, Western Union. Chairman, Silk Road Telecommunications.

Cindy Rose, Age 53: Non-Executive Director. Cindy Rose was appointed as a Director on 1 April 2019. A high-profile leader in the technology and media sectors, Cindy has a deep understanding of the role of technology in business transformation. As Microsoft UK CEO since 2016, she is responsible for Microsoft’s product, service and support offerings across the UK. Prior to Microsoft, she was Managing Director of the UK Consumer division at Vodafone where she led the expansion of its retail store estate from 350 to over 500 stores. Before Vodafone, Cindy was Executive Director of Digital Entertainment at Virgin Media. She also spent 15 years at The Walt Disney Company, ultimately as SVP & Managing Director of Disney Interactive Media Group.

Other current appointments: Non-Executive Director, Informa plc.

The independence of each Non-Executive Director is assessed annually by the Board under the UK Corporate Governance Code which applies in respect of WPP’s primary listing on the London Stock Exchange. The Board has confirmed that all of the Non-Executive Directors standing for election and re-election at the 2019 Annual General Meeting (AGM) continue to demonstrate the characteristics of independence.

B. Compensation

Directors’ Compensation

For the fiscal year ended 31 December 2018 the aggregate compensation paid by WPP to all directors and officers of WPP as a group for services in all capacities was £9.5 million. Such compensation was paid by WPP and its subsidiaries primarily in the form of salaries, performance-related bonuses, other benefits and deferred share awards. The sum of £0.5 million was set aside and paid in the last fiscal year to provide pension benefits for directors and officers of WPP.

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Executive Directors’ total compensation received

Single total figure of remuneration

2018	Base salary5		Benefits6		Pension7		Short-term incentive8		Long-term incentive9		Total annual compensation
	£000		£000		£000		£000		£000		£000
Mark Read1		325		12		57		244		327		965
Paul Richardson2,3		808		64		243		320		690		2,125
Sir Martin Sorrell4		391		70		102		—		2,522		3,085

¹   Mark Read was appointed as CEO on 3 September 2018 and his salary is prorated accordingly.

²  Any US dollar amounts received in 2018 have been converted into pound sterling at an exchange rate of $1.3351 to £1.

³  Paul Richardson’s base salary figure is denominated in US dollars other than his fee for Directorship of WPP plc of £100,000 which, per above, has been converted at an exchange rate of $1.3351 to £1.

⁴  Sir Martin Sorrell resigned from the Company on 14 April 2018. The base salary includes accrued and unused holiday pay.

⁵  Base salary levels are reviewed every two years or following a change in role and will normally increase by no more than the local rate of inflation. Company and personal performance are taken into account during review process.

⁶  Benefits are fixed, non-itemised allowance enabling executives to procure their own benefits as required. While the Compensation Policy allows for a benefits allowance of up to £200,000 for the CEO, Mark Read was appointed with a benefits allowance of £35,000, which is prorated for his period as CEO. The benefits, and total annual compensation, set out in the table above exclude the disclosable value of expenses related directly to attendance at Board meetings that would be chargeable to UK income tax. The expenses were for Mark Read £1,666, Sir Martin Sorrell £2,253 and Paul Richardson £7,625. Sir Martin Sorrell’s benefits allowance was estimated up to his date of resignation.

⁷  Pension is provided by way of contribution to a defined contribution retirement arrangement, or a cash allowance, determined as a percentage of base salary. Contributions/allowances are as follows (as % of base salary): CEO—30% and CFO—30%. While the Compensation Policy allows for new Executive Directors to receive an allowance of 25% of base salary, Mark Read was given an allowance of 20% less employer’s National Insurance contribution of 13.8% resulting in a net pension contribution of 17.6%. The 2018 amount is prorated for the period as CEO. Sir Martin Sorrell’s pension allowance was prorated up to his date of resignation.

⁸  In respect of the 2018 short-term incentive awards, 40% will be delivered in the form of shares as an Executive Share Award (ESA) with a two-year deferral requirement. ESAs are subject to malus provisions. The cash bonuses are subject to clawback provisions. Whilst the Policy allows for the CEO to have awards under the short-term incentive plan of up to 400% of base salary, it was determined to appoint the new CEO on 250% of base salary with a target of 50% of maximum. Mark Read’s short-term incentive relates to performance post his appointment as CEO on 3 September 2018, prorated for his four months in office. In addition, he received a short-term incentive payment of £1,246,049 related to his performance as CEO of Wunderman and then joint-COO in the course of the first eight months of the year. The STIP will be delivered £747,629 as a cash award and £498,420 as an ESA award.

⁹  This is the value of the 2014 and 2013 Executive Performance Share Plan (EPSP) awards which vested in 2019 and 2018, following the end of the five-year EPSP performance periods on 31 December 2018 and 31 December 2017 respectively. For Mark Read this figure includes the Leaders 2015 award which vested in November 2018. Sir Martin Sorrell’s EPSP award was time prorated in accordance with the plan rules as discussed on page 42.

Vesting of 2014 – 2018 EPSP awards

Vesting of the 2014 EPSP awards was dependent on performance against three measures, all assessed over a five-year period, which include relative Total Shareholder Returns (TSR), Earnings Per Share (EPS) growth and average annual Return On Equity (ROE).

	Number of shares awarded		Additional shares in respect of dividend accrual		Number of shares vesting		Share/ADR price on vesting		Value of vested 2014-2018 EPSP awards 000
Mark Read		68,174		4,504		27,228	£	8.5606	£	233
Paul Richardson1		40,927		2,732		16,374	$	56.2594	$	921
Sir Martin Sorrell2		867,756		48,728		294,591	£	8.5606	£	2,522

¹   Paul Richardson’s EPSP awards were granted in respect of ADRs.

²  In addition to the application of the performance outcome, Sir Martin Sorrell’s award was time prorated in accordance with the plan rules as discussed on page 42.

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Outstanding share-based awards

Executive Share Awards (ESAs) held by Executive Directors

All Executive Share Awards or Performance Share Awards (PSA) granted under the Restricted Stock Plan and its successor, the WPP Stock Plan, are made on the basis of satisfaction of previously determined performance conditions and are subject to continuous employment until the vesting date. Mark Read received ESAs and PSA awards prior to his appointment as Executive Director. Unless otherwise noted, awards are made in the form of WPP ordinary shares.

		Grant date		Share/ADR price on grant date		No. of Shares/ADRs granted2		Face value on grant date 0003		Additional shares granted in lieu of dividends		Total shares vesting		Vesting date		Shares/ADR price on vesting		Value on vesting 000
Mark Read	2016 PSA		06.06.17		£17.2050		25,573		£440		—		—		10.03.19		—		—
	2017 PSA		12.06.18		£12.3800		38,317		£474		—		—		10.03.20		—		—
Paul Richardson1	2015 ESA		07.06.16		$116.2700		10,837		$1,260		792		11,629		06.03.18	$	85.8183		$998
	2016 ESA		06.06.17		$110.7600		9,280		$1,028		—		—		06.03.19		—		—
Sir Martin Sorrell	2015 ESA		07.06.16		£15.9850		133,817		£2,139		9,521		143,338		06.03.18	£	12.4220		£1,781
	2016 ESA		06.06.17		£17.2050		86,955		£1,496		—		—		06.03.19		—		—

¹   Paul Richardson’s ESAs were granted in respect of ADRs.

²  Dividend shares will be due on these awards.

³  Face value has been calculated using the average closing share price for the trading day preceding the date of grant (as set out in the table).

Mark Read received awards prior to his appointment as CEO under the management incentive plans. In addition, on his appointment as joint-COO, and while the Board decided on the appointment of the next CEO, a special one-off award was made, recognising the importance and scale of the additional responsibilities that were being undertaken. Each award is subject to continuous employment and malus and clawback and were made under the Restricted Stock Plan or the WPP Stock Plan 2018.

		Grant date		Share/ADR price on grant date		No. of Shares /ADRs granted2		Face value on grant date 0003		Additional shares granted in lieu of dividends		Total shares vesting		Vesting date		Shares/ADR price on vesting		Value on vesting 000
Mark Read	Leaders 2015		23.12.15		£15.4750		9,693		£150		1,281		10,974		15.11.18		£8.5405		£94
	Leaders 2016		28.11.16		£17.0550		8,795		£150		—		—		15.11.19		—		—
	Leaders 2017		04.12.17		£13.0850		11,463		£150		—		—		15.11.20		—		—
	Special award1		12.06.18		£12.3800		121,161		£1,500		—		—		01.05.19 to 01.05.21		—		—

¹   The special one-off award will vest in three equal parts from 1 May 2019 to 1 May 2021.

²  Dividend shares will be due on these awards.

³  Face value has been calculated using the average closing share price for the trading day preceding the date of grant (as set out in the table).

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Long-term incentive plans – EPSP

The following table summarises all of the awards outstanding under the EPSP.

	Grant date		Performance period		Shares/ ADR price on grant date		Maximum number of nil cost options over shares/ADRs awarded3		During 2018
									Options vested/ (lapsed)		Additional dividend shares		Options exercised		Maximum number of nil cost options over shares/ADRs at 31 December 2018
Mark Read		04.06.14		01.01.14-31.12.18	£	12.9080		68,174		—		—		—		68,174
		09.06.15		01.01.15-31.12.19	£	15.1720		65,910		—		—		—		65,910
		28.11.16		01.01.16-31.12.20	£	17.0520		58,644		—		—		—		58,644
		04.12.17		01.01.17-31.12.21	£	12.9110		106,498		—		—		—		106,498
		06.12.18		01.01.18-31.12.22	£	8.6040		396,617		—		—		—		396,617
Paul Richardson1		04.06.14		01.01.14-31.12.18	$	107.9960		40,927		—		—		—		40,927
		09.06.15		01.01.15-31.12.19	$	115.8800		37,970		—		—		—		37,970
		28.11.16		01.01.16-31.12.20	$	105.9309		41,536		—		—		—		41,536
		04.12.17		01.01.17-31.12.21	$	86.9138		36,933		—		—		—		36,933
		06.12.18		01.01.18-31.12.22	$	55.2631		58,628		—		—		—		58,628
Sir Martin Sorrell2		04.06.14		01.01.14-31.12.18	£	12.9080		867,756		—		—		—		867,756
		09.06.15		01.01.15-31.12.19	£	15.1720		738,267		—		—		—		738,267
		28.11.16		01.01.16-31.12.20	£	17.0520		656,873		—		—		—		656,873
		04.12.17		01.01.17-31.12.21	£	12.9110		534,428		—		—		—		534,428

¹   Paul Richardson’s EPSP awards were granted in respect of ADRs.

²  Sir Martin Sorrell’s EPSP awards will be prorated to reflect retirement treatment as outlined on page 40.

³  Dividend shares will be due on these awards.

Non-Executive Directors’ total compensation received

The single total figure of compensation table below details fee payments received by the Non-Executive Directors while they held a position on the Board.

	Fees £000
	2018
Roberto Quarta		475
Jacques Aigrain		138
Tarek Farahat		98
Sir John Hood		118
Ruigang Li		88
Daniela Riccardi		88
Nicole Seligman		130
Hugo Shong1		48
Sally Susman		88
Sol Trujillo		98

¹   Hugo Shong retired from the Board 31 July 2018.

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Past directors

Remuneration Arrangement for the former Chief Executive Officer

Sir Martin Sorrell left WPP on 14 April 2018. Under the terms of his employment agreements, he was treated as having retired. The treatment of his compensation elements is discussed on page 37. The long-term incentive awards were made under the EPSP and are subject to performance conditions.

Plan	Number of shares awarded		Vesting date		Time pro rating %
2014 EPSP		867,756		March 2019		85
2015 EPSP		738,267		March 2020		65
2016 EPSP		656,873		March 2021		45
2017 EPSP		534,428		March 2022		25

Payments to past directors

During 2018, payments were made to past Directors who continued to provide advisory services to the Company. A payment of £30,000 was made to John Jackson in respect of his advisory role to WPP, which enabled the Company to benefit from his considerable knowledge and experience in the communications and marketing services sector. This arrangement was terminated on 31 December 2018. Since his retirement from the Board, Timothy Shriver has been appointed as a consultant advising the Company on certain client relationships. He received a payment of £150,497 for his consultancy services.

No payments were made for loss of office to any Director during 2018.

The full Directors’ Compensation Policy can be found at www.wpp.com/about/corporate-governance. This Annual Report on Form 20-F does not incorporate by reference information on the Company’s website.

C. Board Practices

Board attendance table
	Board (scheduled meetings)		Board (unscheduled meetings) 1		Audit Committee		Compensation Committee
Roberto Quarta	•	6/6		3/3				8/8
Mark Read2 – appointed on 3 September 2018		5/5		3/3
Paul Richardson		6/6		3/3
Jacques Aigrain		6/6		2/3	•	10/10		8/8
Tarek Farahat		6/6		2/3		10/10
Sir John Hood		6/6		3/3			•	8/8
Ruigang Li		5/6		1/3
Daniela Riccardi		6/6		3/3
Nicole Seligman – appointed to Nomination and Governance Committee on 17 April 2018		6/6		3/3				8/8
Sally Susman		6/6		1/3
Solomon D. (Sol) Trujillo		6/6		2/3		10/10
Former Directors who served for part of the year
Sir Martin Sorrell – retired on 14 April 2018		1/1
Hugo Shong – retired on 31 July 2018		3/4

¹  Additional unscheduled meetings of the Board took place in relation to the resignation of Sir Martin Sorrell on 14 April 2018.

² Mark Read attended two scheduled meetings of the Board as CEO and three scheduled meetings of the Board as Joint COO.

• Chair

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The role of the Board

The Board is collectively responsible for promoting the long-term success of the Company by directing and supervising the Company’s policy and strategy and is responsible to shareholders for the Company’s financial and operational performance and risk management. Responsibility for the development and implementation of Company policy and strategy and for day-to-day management issues is delegated by the Board to the Group Chief Executive and Group Finance Director. The list of matters reserved to the Board can be downloaded from www.wpp.com/about/corporate-governance. This Annual Report on Form 20-F does not incorporate by reference information on the Company’s website.

Re-election

The Directors submit themselves for annual re-election at each AGM, if they wish to continue serving and are considered by the Board to be eligible. Directors may be appointed by shareholders by ordinary resolution or by the Board on the recommendation of the Nomination and Governance Committee and must then stand for re-election at the next AGM, where they may be re-elected by ordinary resolution of the shareholders. With only specific exceptions to ensure Board continuity, Non-Executive Directors shall not stand for re-election after they have served for the period of their independence, as determined by applicable UK and US standards, which is nine years. Refer to Item 6A for the appointment date of each Director.

Service contracts

The Company’s policy on Executive Directors’ service contracts is that they should be on a rolling basis without a specific end date. The effective dates and notice periods under the current Executive Directors’ service contracts are summarised below:

	Effective from		Notice period
Mark Read		3 September 2018		12 months
Paul Richardson		19 November 2008		12 months

The Executive Directors’ service contracts are available for inspection at the Company’s registered office and head office.

Loss of office provisions

Fixed compensation elements

As noted above, the service contracts of the Executive Directors provide for notice to be given on termination.

The fixed compensation elements of the service contracts will continue to be paid in respect of any notice period. There are no provisions relating to payment in lieu of notice in Paul Richardson’s service contract. The Company can elect in its sole and absolute discretion to make a payment in lieu of notice in the event of termination of Mark Read’s service contract. If an Executive Director is placed on garden leave, the Compensation Committee retains the discretion to settle benefits in the form of cash. The Executive Directors are entitled to compensation for any accrued and unused holiday although, to the extent it is possible and in shareholders interests, the Committee will encourage Executive Directors to use their leave entitlements, prior to the end of their notice period.

Except in respect of any remaining notice period, no aspect of any Executive Director’s fixed compensation is payable on termination of employment.

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Short- and long-term compensation elements

If the Executive Director is dismissed for cause, there is no entitlement to a STIP award, and any unvested share-based awards will lapse. Otherwise, the table below summarises the relevant provisions from the directors’ service contracts (cash bonus) and the plan rules (Restricted Stock Plan (RSP) and EPSP), which apply in other leaver scenarios. The Compensation Committee has the authority to ensure that any awards that vest or lapse are treated in accordance with the plan rules, which are more extensive than the summary set out in the table below.

Cash bonus	Paul Richardson is entitled to receive his bonus for any particular year provided he is employed on the last date of the performance period. If Mark Read’s service contract is terminated prior to the date on which any bonus is paid (in respect of the cash element) or prior to the vesting date of the deferred stock award (in respect of the deferred stock element) he will lose all entitlements under the STIP.
ESA	Provided the Executive Director is a Good Leaver, unvested awards will be reduced on a time pro-rata basis and paid on the vesting date.
EPSP	•   The award will lapse if the Executive Director leaves during the first year of a performance period.
	•   Provided the Executive Director is a Good Leaver, awards will vest subject to performance at the end of the performance period and time pro-rating. Awards will be paid on the normal date.
	•   In exceptional circumstances, the Compensation Committee may determine that an award will vest on a different basis.
	•   Generally, in the event of death, the performance conditions are to be assessed as at the date of death. However, the Compensation Committee retains the discretion to deal with an award due to a deceased executive on any other basis that it considers appropriate.
	•   Awards will vest immediately on a change of control subject to performance and time pro-rating unless it is agreed by the Compensation Committee and the relevant Executive Director that the outstanding awards are exchanged for equivalent new awards.

Other Compensation Committee discretions not set out above

• Leaver status: the Compensation Committee has the discretion to determine an executive’s leaver classification in light of the guidance set out within the relevant plan rules.

• Settlement agreements: the Compensation Committee is authorised to reach settlement agreements with departing executives, informed by the default position set out above.

Other chairman and non-executive director policies

Letters of appointment for the chairman and non-executive directors

Letters of appointment have a two-month notice period and there are no payments due on loss of office.

Appointments to the Board

The chairman and non-executive directors are not eligible to receive any variable pay. Fees for any new non-executive directors will be consistent with the operating policy at their time of appointment. In respect of the appointment of a new chairman, the Compensation Committee has the discretion to set fees taking into account a range of factors including the profile and prior experience of the candidate, cost and external market data.

Payments in exceptional circumstances

In truly unforeseen and exceptional circumstances, the Compensation Committee retains the discretion to make emergency payments which might not otherwise be covered by this policy. The Compensation Committee will

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not use this power to exceed the recruitment policy limit, nor will awards be made in excess of the limits set out in the Directors’ Compensation Policy table. An example of such an exceptional circumstance could be the untimely death of a director, requiring another director to take on an interim role until a permanent replacement is found.

Compensation Committee

During 2018, the Compensation Committee met eight times on a formal basis, with several additional informal meetings held as needed to deal with the matters related to the resignation of the former CEO and appointment of the new CEO. A table of Board and Committee attendance can be found on page 40.

The Committee members do not have any personal financial interest (other than as a shareholder as disclosed on page 50) in the matters to be decided by the Committee, potential conflicts of interest arising from cross-directorships or day-to-day involvement in running the Group’s businesses. The terms of reference for the Compensation Committee are available on the Company’s website, www.wpp.com/about/corporate-governance, and will be on display at the AGM, as set out in the Notice of AGM. This Annual Report on Form 20-F does not incorporate by reference information on the Company’s website.

The Committee’s principal responsibilities under its terms of reference include:

• reviewing and approving the Company’s compensation strategy;

• determining appropriate remuneration for executive directors;

• approving the service agreements and severance arrangements for executive directors and other senior executives of the Company;

• maintaining appropriate procedures for evaluation of executive performance;

• overseeing succession planning and management development for senior executives in the Group who are not members of the Board;

• reviewing, approving and administering the Company’s executive long-term incentive plans, employee share schemes and other equity-related incentive plans;

• reviewing proposed special incentive awards to senior executives;

• monitoring prohibitions on personal loans to directors and officers;

• determining targets for performance-related pay schemes;

• advising on any major changes in employee benefit structures;

• overseeing the provisions for selecting, appointing and setting the terms of reference for any remuneration consultants to the Company;

• overseeing the preparation of and recommending to the board the approval of the annual report of the Committee in compliance with the disclosure requirements of the Code of Best Practice and the Directors’ Remuneration Report Regulations 2002;

• overseeing the adequacy of disclosures throughout the year regarding director compensation, stock transactions and benefits;

• approving the policy for authorising claims for expenses from directors and senior executives; and

• ensuring that procedures are in place concerning compliance with the employee welfare provisions of the Company’s Code of Business Conduct and Ethics and the Company’s Policy Manual.

Advisors to the Compensation Committee

The Compensation Committee regularly consults with Group executives. In particular, the Committee invites certain individuals to attend meetings, including the Chief Executive Officer (who is not present when matters

43

relating to his own compensation or contracts are discussed and decided), the Company Secretary, the Chief Talent Officer and the Worldwide Compensation & Benefits Director. The latter two individuals provide a perspective on information reviewed by the Committee and are a conduit for requests for information and analysis from the Company’s external advisors.

External advisors

The Committee retains Willis Towers Watson (WTW) to act as independent advisors. They provide advice to the Compensation Committee and work with management on matters related to our compensation policy and practices. They are a member of the Remuneration Consultants Group and have signed the code of conduct relating to the provision of advice in the UK. Considering this, and the level and nature of the service received, the Committee remains satisfied that the advice is objective and independent. WTW provides limited other services at a Group level and some of our operating companies engage them as advisors at a local level. In 2018, WTW received fees of £130,000 in relation to the provision of advice to the Committee. The Committee receives external legal advice, where required, to assist it in carrying out its duties.

Audit Committee

The Committee held 10 meetings during the year, which were attended by Deloitte LLP (the Company’s external auditors, “Deloitte”), the Company’s Chairman, the Senior Independent Director, the Group Finance Director, the Chief Executive Officer, the Chief Operating Officer, the Director of Internal Audit, the Group Chief Counsel, the Group Chief Accountant and the Company Secretary. Individual attendance by the Committee members during 2018 is set out in the table on page 40.

The Committee also held separate private meetings with Deloitte, the Director of Internal Audit, and the Group Chief Counsel. The Committee Chairman held pre-meetings with Deloitte and regular meetings with the Company’s Directors of Internal Audit, Tax and Treasury and the Group Chief Counsel. The Committee Chairman has an ongoing dialogue with the Group Finance Director, the Group Chief Accountant, the Director of Internal Audit and the Director of Tax and reports to the Board, as a separate agenda item, on the activities of the Committee at the following Board meeting.

Committee responsibilities and how they were discharged in 2018

The discussion below addresses the main matters covered by the Committee’s terms of reference as well as key responsibilities of the Committee during 2018:

• Monitoring the integrity of the Group’s financial statements and reviewing significant financial reporting judgements;

• Reviewing and monitoring the Group’s internal control framework and the activities and effectiveness of the Group’s internal audit function;

• Assisting the Board in meeting its responsibilities in carrying out a robust assessment of the principal risks facing the Group and reviewing and reporting on the systems and key elements of risk management as they affect the Group;

• Regular consideration of the risk dashboard and risk map for presentation to the Board. Reviewing the Group’s risk management processes, including the establishment of Risk Committees at network level;

• Reviewing the Group Treasury policy with a particular focus on debtors, working capital and cash management and the continued ability of the Group to adopt the going concern basis in preparing the financial statements;

• Reviewing reports on any material litigation or regulatory reviews involving Group Companies;

• Reviewing the Group’s mergers and acquisitions strategy, reviewing the analytical integrity for material M&A transactions and the earn-out payments profile of previous acquisitions. Reviewing integration processes;

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• Reviewing the Group’s tax position and its UK tax strategy and reviewing the impact of any significant changes in tax laws;

• Monitoring the accounting and legal reporting requirements applicable to the Company, including all relevant regulations of the UK Listing Authority, the SEC, the NYSE and the Jersey Financial Services Commission and the provisions of the UK Corporate Governance Code;

• Reviewing the implementation of IFRS 9 Financial Instruments and IFRS 15 Revenue from Contracts with Customers, adopted from 1 January 2018 and the future implementation of IFRS 16 Leases from 1 January 2019;

• Overseeing the Group’s continued compliance with Section 404 of the Sarbanes-Oxley Act (SOX), setting the SOX agenda, considering and approving audit plans and monitoring through regular status reports submitted by the Director of Internal Audit and Deloitte;

• Reviewing the continued implementation of the Group’s IT transformation project and reviewing the Group’s co-location and shared services initiatives; and

• Reviewing matters reported on the Group’s Right to Speak helpline, the investigations into such matters and the actions taken by the Group in response.

Fair, balanced and understandable

A sub-committee of the Board including members of the Committee examined whether the Annual Report & Accounts for 2018 was fair, balanced and understandable and provided the information necessary for shareholders to assess the Group’s position, performance, business model and strategy. The sub-committee received an early final draft of the report for review and comment and a report from the Disclosure Committee relating to the composition of the report. The Board subsequently considered the report as a whole and discussed the report’s tone, balance and language for compliance with these standards.

Financial reporting and significant financial judgements

The Company’s management team make key decisions and accounting judgements in the process of applying the Group’s accounting policies. The key judgements were detailed in reports and presentations by management to the Committee during 2018, which were examined by the Committee and discussed with management.

The areas of significant judgement considered by the Committee in respect of the financial statements for the year ended 31 December 2018 and how these were addressed are set out below:

Area of Focus	Actions Taken/Conclusion
The assessments made for goodwill impairment testing purposes.	The Committee received detailed reports and presentations from management and challenged management’s assumptions and goodwill impairment assessment model, with a particular focus on VMLY&R in the current year given relative sensitivity. The Committee Chairman met with management to consider the goodwill impairment assessments further. Based on management’s expectations of future performance of certain businesses and consideration of sensitivity, the Committee was satisfied with the appropriateness of the analysis performed by management and the level of disclosure and goodwill impairment charges recognised in 2018.
The judgements made in respect of the release of provisions related to other media income.	The Committee considered information from management summarising the judgements taken to support the judgements made and agreed those were appropriate.

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Area of Focus	Actions Taken/Conclusion
The valuations of non-controlled investments and unlisted associates.	The Committee examined the valuations with management which are based on local management forecasts, recent third-party investment and/or other supporting information such as industry valuation multiples and agreed that the valuations were appropriate.
The accuracy of forecasting the potential future payments due under earnout agreements in respect of acquired businesses.	The Committee considered the forecasting with management and agreed that earnouts have been accounted for appropriately.
The valuation of year-end provisions in respect of working capital.	The Committee received briefings on the approach taken by management in assessing the level of exposure across the Group. The Committee concluded that management’s approach was appropriate.
Accounting for the judgemental elements of remuneration, including pensions, bonus accruals, severances and share-based payments.	The Committee agreed that the assumptions applied by management are reasonable.
The judgements made in respect of tax, in particular the level of central tax provisioning.	The Committee supported management’s assumptions in both these areas and believe the current level of provisions is reasonable.
The going concern assessment and viability statement and key forecast assumptions.	The Committee concur with management’s going concern, viability and forecasting assumptions as set out in note 23 to the consolidated financial statements.
The judgements made as to whether the Kantar group constituted a disposal group ‘held for sale’ for the purposes of IFRS 5.	The Committee considered management’s assessment of the conditions that must be satisfied in order to conclude a disposal group is ‘held for sale’ and agreed with management’s application of the guidance and ultimate conclusion that those conditions were not satisfied.
Recognition of restructuring and transformation costs.	The Committee reviewed management’s key accounting judgements and procedures in this area. The Committee was satisfied with the quantum of costs recognised in 2018 and the presentation of such costs in the financial statements.

External audit

Deloitte has been the Group’s auditors since 2002. The lead audit partner rotates every five years. After five years in post, the current lead audit partner will step down as the Group’s lead audit partner and the Committee welcomes the new lead audit partner as his replacement in respect of accounting periods commencing from 1 January 2019. The Committee oversaw the selection of the new lead partner and the associated transition process. In 2018, the effectiveness of the audit process was evaluated through a Committee review of the audit planning process and discussions with key members of the Group’s finance function. The Committee considered the Audit Quality Review’s 2017/18 Audit Quality Inspection Report on Deloitte and the actions taken by Deloitte to address the findings in the report. The 2018 evaluations concluded that there continued to be a good quality audit process and constructive challenge where necessary to ensure balanced reporting. The Committee held private meetings with Deloitte and the Committee Chairman met privately with Deloitte before each meeting. The Committee continues to be satisfied with the performance of Deloitte and confirms that Deloitte continues to be objective and independent. The Committee recommends the reappointment of Deloitte at the AGM on 12 June 2019.

The Committee considered the Group’s position on its audit services contract in the context of the regulations concerning the audit market. Although there is no immediate intention to tender the audit contract, the Company will re-tender at the latest by the 2022 year end in compliance with the transitional arrangements for competitive tender that require mandatory rotation after the 2023 fiscal year-end.

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The Company confirms that it has complied with the Competition and Markets Authority final order on mandatory tendering and Audit Committee responsibilities.

Internal audit

The annual internal audit plan is approved by the Committee at the beginning of the financial year. Progress against the plan is monitored through the year and any significant changes to the plans require Committee approval. Significant issues identified within internal audit reports are considered in detail along with the remediation plans to resolve those issues. The Committee also considers the level of internal audit resource to ensure it is appropriate to provide the right level of assurance over the principal risks and controls throughout the Group. The Committee Chairman holds pre-meetings with the Director of Internal Audit and regular update meetings, to ensure the internal audit function has adequate standing and is free from management restrictions and has direct access to the Committee if required.

Non-audit fees

The Committee has established a policy regarding non-audit services that may be provided by Deloitte, which prohibits certain categories of work in line with relevant guidance on independence, such as the FRC revised ethical standards and ethical standards issued by the SEC. The prohibited categories of work include advice on remuneration and on tax services being provided by Deloitte in the European Union and a general default to an alternative provider elsewhere subject to adherence to regulations. Other categories of work may be provided by the auditors if appropriate and if pre-approved by the Committee, either as individual assignments or as aggregate amounts for specified categories of services. All fees are summarised periodically for the Committee to assess the aggregate value of non-audit fees against audit fees. The level of fees for 2018 is shown in note 3 of the consolidated financial statements.

Committee composition and evaluation

The Committee and its members were formally assessed by the Nomination and Governance Committee as part of the review of Committee composition in 2018 and as part of the externally facilitated evaluation process described below for their technical suitability to be members and also for its overall effectiveness. The Board has designated the Committee Chairman as the Committee’s financial expert for SOX purposes and together with Tarek Farahat as having recent and relevant financial experience for the purposes of the UK Corporate Governance Code and competence in accounting or audit for the purposes of DTR 7.1. The members of the Committee are considered by the Board to be independent and (when considered as a whole), have competence relevant to the sectors in which the Company operates, and have financial and/or financial services experience as set out in Item 6A.

Cindy Rose has been appointed as an additional member of the Committee with effect from 1 April 2019.

Terms of reference

The Committee’s terms of reference are adopted by the Board and reviewed annually by the Committee, most recently on 21 March 2019. A copy of the Committee’s terms of reference is available on the Company’s website at www.wpp.com/about/corporate-governance. This Annual Report on Form 20-F does not incorporate by reference information on the Company’s website.

Board Performance Evaluation

In line with the UK Corporate Governance Code, it is the Board’s policy to undertake an externally facilitated Board performance evaluation every three years. The 2018 Board performance evaluation was externally facilitated by Dr Tracy Long of Boardroom Review Limited who has no other connection with the Company. Dr Long undertook the previous externally facilitated review in 2015, which was completed in 2016.

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In addition to the Board evaluation, Dr Long also evaluated the performance of the:

• Chairman

• Senior Independent Director

• Chair of all three Board Committees

Dr Long has attended Board and Committee meetings as an observer and has held one-on-one discussions with each director, the Company Secretary, Group Chief Counsel and Chief Operating Officer.

Outcomes

The Board has effective leadership in place, with strong support for and relationships between the Chairman, CEO, the Senior Independent Director and Committee Chairs. Following the CEO appointment, the Board is engaging with the strategic process and transformation agenda. Alongside the CEO, who is rebuilding the leadership team and resetting its culture, the Board is developing metrics for performance, development and succession. There is an increased focus on cyber and information security and geographic risk, and strong leadership from the Audit Committee on the risk and control framework. There is open communication with shareholders and preparation for potential challenges in 2019.

D. Employees

The assets of communications services businesses are primarily their employees, and the Company is highly dependent on the talent, creative abilities and technical skills of its personnel and the relationships its personnel have with clients. The Company believes that its operating companies have established reputations in the industry that attract talented personnel. However, the Company, like all communications services businesses, is vulnerable to adverse consequences from the loss of key employees due to the competition among these businesses for talented personnel. On 31 December 2018, the Group had operations in 112 countries and more than 3,000 offices among more than 150 companies. Excluding all employees of associated undertakings, the number of employees at the end of 2018 was 134,281 (2017: 134,413, 2016: 134,341). The average number of employees in 2018 was 133,903 compared to 134,428 and 132,657 in 2017 and 2016, respectively, including acquisitions.

Their geographical distribution was as follows:

	2018		2017		2016
North America		25,990		27,399		27,246
United Kingdom		14,331		14,197		14,070
Western Continental Europe		26,825		25,700		24,996
Asia Pacific, Latin America, Africa & Middle East and Central & Eastern Europe		66,757		67,132		66,345
		133,903		134,428		132,657

Their reportable segment distribution was as follows:

	2018		2017		2016
Advertising and Media Investment Management		55,421		56,789		55,120
Data Investment Management		28,309		28,629		29,279
Public Relations & Public Affairs		9,048		9,082		9,054
Brand Consulting, Health & Wellness and Specialist Communications		41,125		39,928		39,204
		133,903		134,428		132,657

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E. Share Ownership

Executive Directors’ interests

Executive Directors’ interests in the Company’s ordinary share capital are shown in the following table. Other than as disclosed in this table, no Executive Director had any interest in any contract of significance with the Group during the year. Each Executive Director has a technical interest as an employee and potential beneficiary in shares in the Company held under the Employee Share Ownership Plan (ESOP). More specifically, the Executive Directors have potential interests in shares related to the outstanding awards under the EPSP and other share awards. As at 31 December 2018, the Company’s ESOPs (which are entirely independent of the Company and have waived their rights to receive dividends) held in total 14,820,994 shares in the Company (14,232,910 in 2017).

Director		Total beneficial interests		Shares without performance conditions (unvested)1,2		Shares with performance conditions (unvested)3,4		Total unvested shares
Mark Read	At 31 December 2018		139,487		205,309		695,843		901,152
	At 10 April 2019		168,772		179,736		627,669		807,405
Paul Richardson	At 31 December 2018		1,068,240		46,400		1,079,970		1,126,370
	At 10 April 2019		1,068,240		0		875,335		875,335

¹   For Mark Read shares due pursuant to the 2016 and 2017 Performance Share awards, 2016 and 2017 Leaders awards and 2018 special awards and for Paul Richardson, the 2016 Executive Share award, full details of these awards can be found on page 38. Additional dividend shares will be due on vesting.

²  As noted in footnote 1 above, less 2016 Performance Share and 2016 Executive Share Awards, which vested on 10 March 2019 and 6 March 2019 (full details can be found on page 38).

³  Maximum number of shares due on vesting pursuant to the outstanding EPSP awards, full details of which can be found on page 39. Additional dividend shares will be due on vesting.

⁴  As noted in footnote 3 above, less the maximum due under the 2014 EPSP Award, which vested on 13 March 2019 (full details can be found on page 39).

Share ownership guidelines

The Executive Directors are required to achieve a minimum level of share ownership of WPP shares. The CEO and Group Finance Director are required to hold shares to the value of 600% and 300% of base salary respectively.

As at 31 December 2018, the CEO held shares to the value of 121% of his base salary. He has seven years in which to reach the required level. At the same date the Group Finance Director significantly exceeded his requirement and held shares to the value of 11.19 times of his base salary. In addition, he will be required to hold shares equivalent to his shareholding requirement of 300% of base salary for two years post his retirement from the Group.

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Non-Executive Directors’ interests

Non-Executive Directors’ interests in the Company’s ordinary share capital are shown in the following table. Except as disclosed in this table, no Non-Executive Director had any interest in any contract of significance with the Group.

Non-Executive Director	Total interests at 31 December 2018		Total interests at 10 April 2019
Roberto Quarta		87,500		87,500
Jacques Aigrain		13,000		13,000
Tarek Farahat		2,100		2,100
Sir John Hood		3,000		3,000
Ruigang Li		4,000		4,000
Daniela Riccardi		4,100		4,100
Nicole Seligman		8,750		8,750
Hugo Shong1		22,915		n/a
Sally Susman		5,000		5,000
Sol Trujillo		10,000		10,000

¹   Hugo Shong retired from the Board on 31 July 2018. The information disclosed reflects his total interests at this date.

ITEM 7. MAJOR SHAREHOLDERS AND RELATED PARTY TRANSACTIONS

A. Major Shareholders

As of the dates shown below, the Company is aware of the following interests of 3% or more in the issued ordinary share capital:

			23 April 2019				24 April 2018				26 April 2017
MFS	6.02	%		75,933,531	8.03	%		101,727,776	6.64	%		84,917,360
Harris Associates LP	5.67	%		71,556,873	7.35	%		93,117,523	*			*
BlackRock Inc.	5.38	%		67,889,344	5.49	%		69,509,494	5.62	%		71,872,825

* The Company has not been notified of any interests in the issued ordinary share capital of the Company in excess of 3.0%.

The disclosed interests refer to the respective combined holdings of those entities and to interests associated with them. The Company has not been notified of any other holdings of ordinary share capital of 3% or more. None of these shareholders have voting rights that are different from those of the holders of the Company’s ordinary shares generally. As far as WPP is aware, it is neither directly nor indirectly owned or controlled by one or more corporations or by any government, or by any other natural or legal persons severally or jointly.

The number of outstanding ordinary shares at 31 December 2018 was 1,332,678,227 which included at such date the underlying ordinary shares represented by 13,929,272 ADSs. 222 share owners of record of WPP ordinary shares were US residents at 31 December 2018.

The geographic distribution of our share ownership as at 31 December 2018 is presented below:

United Kingdom	22%
United States	42%
Rest of world	36%
Total	100%

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B. Related Party Transactions

From time to time the Group enters into transactions with its associated undertakings. These transactions were not material for any of the years presented.

See Item 6B for a discussion of the service contracts between the Company and the Executive Directors.

C. Interests of Experts and Counsel

Not applicable.

ITEM 8. FINANCIAL INFORMATION

A. Consolidated Statements and Other Financial Information

See Item 18.

Outstanding legal proceedings

The Company has claims against others and there are claims against the Company in a variety of matters arising from the conduct of its business. In the opinion of the management of the Company, the ultimate liability, if any, that is likely to result from these matters would not have a material impact on the Company’s financial position, or on the results of its operations.

Dividend distribution policy

See Item 10B.

ADS holders are eligible for all stock dividends or other entitlements accruing on the underlying WPP plc shares and receive all cash dividends in US dollars. These are normally paid twice a year. Dividend cheques are mailed directly to the ADS holder on the payment date if ADSs are registered with WPP’s U.S. Depositary, Citibank N.A. Dividends on ADSs that are registered with brokers are sent to the brokers, who forward them to ADS holders.

Dollar amounts paid to ADS holders depend on the sterling/dollar exchange rate at the time of payment.

B. Significant Changes

None.

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ITEM 9. THE OFFER AND LISTING

A. Offer and Listing Details

The Company has ordinary shares (trading symbol: WPP) listed on the London Stock Exchange and ADSs for such ordinary shares (trading symbol: WPP) listed on the New York Stock Exchange.

The Depositary held 69,646,360 ordinary shares as at 31 December 2018, approximately 5.23% of the outstanding ordinary shares, represented by 13,929,272 outstanding ADSs.

B. Plan of Distribution

Not applicable.

C. Markets

See the discussion in Item 9A.

D. Selling Shareholders

Not applicable.

E. Dilution

Not applicable.

F. Expenses of the Issue

Not applicable.

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ITEM 10. ADDITIONAL INFORMATION

A. Share Capital

Not applicable.

B. Memorandum and Articles of Association

WPP is a public limited company incorporated under the name “WPP plc” in Jersey with registered number 111714.

The following summarises certain provisions of our memorandum and articles of association and applicable Jersey law. This summary is qualified in its entirety by reference to the Jersey Companies Law and our memorandum and articles of association. A copy of our memorandum and articles of association in the form adopted by special resolution passed on 5 November 2012 and including amendments to reflect the change of name of WPP, which became effective on 2 January 2013, is an exhibit to this Form 20-F.

Objects and Purposes

Under the Jersey Companies Law, the capacity of a Jersey company is not limited by anything contained in its memorandum or articles of association. Accordingly, the memorandum of association of a Jersey company does not contain an objects clause.

Rights attaching to WPP ordinary shares

Voting rights of share owners – subject to disenfranchisement in the event of: (A) non-payment of any call or other sum due and payable in respect of any ordinary share; or (B) any non-compliance with any notice requiring disclosure of the beneficial ownership of any ordinary shares and subject to any special rights or restrictions as to voting for the time being attached to any ordinary shares (as to which there are none at present), on a show of hands every qualifying person (i.e. share owner, proxy or authorised corporate representative) present has one vote other than every proxy appointed by more than one member entitled to vote on the resolution who has two votes, one vote for and one against the resolution if: (i) one or more of the members instructed him to vote for and one or more of the members instructed him to vote against the resolution; or (ii) one or more of the members instructed him to vote for the resolution and one or more of the members gave him discretion as to how to vote and he exercises his discretion by voting against the resolution; or (iii) one or more of the members instructed him to vote against the resolution and one or more of the members gave him discretion as to how to vote and he exercises his discretion by voting for the resolution, and on a poll every share owner present in person or by proxy has one vote for every ordinary share of which he or she is a holder, except that any proxy who has been appointed by the Depositary shall have such number of votes as equals the number of ordinary shares in relation to which such proxy has been appointed. In the case of joint holders, the vote of the person whose name stands first in the register of members and who tenders a vote is accepted to the exclusion of any votes tendered by any other joint holders.

Return of capital on a winding up – the liquidator may, with the sanction of a special resolution of WPP and any other sanction required by the Statutes: (A) divide among the WPP share owners in specie the whole or any part of the assets of WPP; or (B) vest the whole or any part of the assets in trustees on such trusts for the benefit of share owners as the liquidator shall think fit, but no share owner shall be compelled to accept any assets upon which there is any liability. The “Statutes” means the Jersey Companies Law and every other statute, statutory instrument, regulation or order, for the time being in force, concerning companies registered under the Jersey Companies Law, including the Electronic Communication (Jersey) Law 2000 and the Companies (Uncertificated Securities) (Jersey) Order 1999 (as amended).

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Capitalisation of reserves

The board of directors may, with the authority of an ordinary resolution of WPP: (A) resolve to capitalise any sum standing to the credit of any reserve account of WPP (including share premium account and capital redemption reserve) or any sum standing to the credit of profit and loss account not required for the payment of any preferential dividend (whether or not it is available for distribution); and (B) appropriate that sum as capital to the share owners in proportion to the nominal amount of the ordinary shares held by them respectively and apply that sum on their behalf in paying up in full any unissued ordinary shares or debentures of WPP of a nominal amount equal to that sum and allot the ordinary shares or debentures credited as fully paid to those share owners, or as they may direct, in those proportions or in paying up the whole or part of any amounts that are unpaid in respect of any issued ordinary shares held by them respectively, or otherwise deal with such sum as directed by the resolution, provided that the share premium account and the capital redemption reserve and any sum not available for distribution in accordance with the Statutes may only be applied in paying up unissued ordinary shares to be allotted credited as fully paid up.

Transfer of ordinary shares

Subject to any restrictions in the articles of association, a share owner may transfer all or any of his ordinary shares in any manner that is permitted by the Statutes and is from time to time approved by the board of directors. WPP shall register the transfer of any ordinary shares held in uncertificated form by means of a relevant system in accordance with the Statutes. The board of directors may, in its absolute discretion, refuse to register any transfer of an uncertificated share where permitted by articles of association and the Statutes.

A share owner may transfer all or any of his certificated ordinary shares by an instrument of transfer in any usual form, or in such other form as the board of directors may approve. The instrument of transfer shall be signed by or on behalf of the transferor and, except in the case of a fully paid share, by or on behalf of the transferee. The board of directors may, in its absolute discretion, refuse to register any transfer of any certificated ordinary share that is not fully paid up (but not so as to prevent dealings in ordinary shares admitted to official listing by the United Kingdom Listing Authority (UKLA) from taking place on an open and proper basis) or on which WPP has a lien. The board of directors may also refuse to register any instrument of transfer of a certificated ordinary share unless it is lodged at the registered office, or such other place as the board of directors may decide, for registration, accompanied by the share certificate for the ordinary shares to be transferred and such other evidence as the board of directors may reasonably require to prove title of the intending transferor or his right to transfer the ordinary shares and it is in respect of only one class of WPP shares. If the board of directors refuses to register a transfer of a certificated ordinary share it shall, as soon as practicable and in any event within two months after the date on which the instrument of transfer was lodged or the operator-instruction was received, give to the transferee notice of the refusal. The board of directors must provide the transferee with such further information about the reasons for the refusal as the transferee may reasonably request. Unless otherwise agreed by the board of directors in any particular case, the maximum number of persons who may be entered on the register as joint holders of an ordinary share is four.

Changes in capital

Subject to the provisions of the Jersey Companies Law, WPP may by special resolution:

• increase its share capital;

• consolidate and divide all or any of its share capital into ordinary shares of a larger amount;

• sub-divide all or part of its share capital into ordinary shares of a smaller amount;

• cancel any ordinary shares that have not, at the date of the special resolution, been taken or agreed to be taken by any person and diminish the amount of its authorised share capital by the amount of the ordinary shares so cancelled; or

• alter its share capital in any other manner permitted by the Jersey Companies Law.

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Subject to the provisions of the Jersey Companies Law, WPP may:

• purchase ordinary shares, including any redeemable ordinary shares; and

• by special resolution, reduce its share capital and any capital redemption reserve or share premium account.

Authority to allot securities and disapplication of pre-emption rights

WPP may from time to time pass an ordinary resolution authorising the board of directors to exercise all the powers of WPP to allot relevant securities up to the nominal amount specified in the resolution. The authority shall expire on the day specified in the resolution, not being more than five years after the date on which the resolution is passed. The term “relevant securities” means shares in WPP other than subscriber shares, or shares allotted pursuant to an employee share scheme, and any right to subscribe for or to convert any security into, shares in WPP. For the avoidance of doubt, any reference to the allotment of relevant securities includes the grant of such a right but not the allotment of shares pursuant to such a right.

On the passing of a special resolution, the board of directors shall have power to allot equity securities wholly for cash but that power shall be limited: (A) to the allotment of equity securities in connection with a rights issue; and (B) to the allotment (other than in connection with a rights issue) of equity securities having a nominal amount not exceeding in aggregate the sum specified in the special resolution.

Variation of rights

Whenever the share capital of WPP is divided into different classes of shares (which it is not as at the date of this document), all or any of the rights for the time being attached to any class of shares in issue may, subject to the Statutes, be varied, either in such manner as those rights may provide or with the consent in writing of the holders of two-thirds in nominal value of the issued ordinary shares of that class or with the sanction of a special resolution passed at a separate general meeting of the holders of those ordinary shares. At any separate general meeting, the necessary quorum is two persons holding or representing by proxy at least one-third in nominal amount of the issued ordinary shares of the class in question (but at any adjourned meeting, one person holding ordinary shares of the class or his proxy is a quorum).

Disclosure of interests in WPP’s shares

WPP may give a disclosure notice to any person whom it believes is either:

• interested in the WPP’s shares; or

• has been so interested at any time during the three years on which the disclosure notice is issued.

The disclosure notice may require the person:

• to confirm that fact or (as the case may be) to state whether or not it is the case; and

• if he holds, or has during that time held, any such interest, to give such further information as may be required.

The notice may require the person to whom it is addressed, where either:

• his interest is a present interest and another interest in the shares subsists; or

• another interest in the shares subsisted during that three year period at a time when his interest subsisted, to give, so far as lies within his knowledge, such particulars with respect to that other interest as may be required by the notice including:

• the identity of persons interested in the shares in question; and

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• whether persons interested in the same shares are or were parties to either an agreement to acquire interests in a particular company, or an agreement or arrangement relating to the exercise of any rights conferred by the holding of the shares.

The notice may require the person to whom it is addressed, where his interest is a past interest, to give (so far as lies within his knowledge) particulars of the identity of the person who held that interest immediately upon his ceasing to hold it.

Failure to provide the information within 14 days after the notice has been given means that the holder of the relevant shares shall not be entitled to vote either personally or by proxy at a shareholders’ meeting or to exercise any other right confirmed by membership in relation to shareholder meetings for so long as the default continues (and, if those shares represent at least 0.25 percent of the issued shares of the class, the holder shall not be entitled to receive any payment by way of dividend or to transfer any rights in the shares).

Register of members

The register of members of WPP must be kept and maintained in Jersey.

Uncertificated shares – general powers

Subject to the Jersey Companies Law and the Companies Uncertificated Securities (Jersey) Order 1999 (as amended), the board of directors may permit any class of ordinary shares to be held in uncertificated form and to be transferred by means of a relevant system and may revoke such permission. In relation to any uncertificated share, WPP may utilise the relevant system in which it is held to the fullest extent available from time to time in the exercise of any of its powers or functions under the Statutes or the articles of association or otherwise in effecting any actions. Any provision in the articles of association in relation to uncertificated shares that is inconsistent with any applicable statutory provision shall not apply. WPP may, by notice to the holder of an uncertificated share, require the holder to change the form of that share to certificated form within such period as may be specified in the notice. For the purpose of effecting any action by WPP, the board of directors may determine that holdings of the same share owner in uncertificated form and in certificated form shall be treated as separate holdings but shares of a class held by a person in uncertificated form shall not be treated as a separate class from shares of that class held by that person in certificated form.

Directors

The WPP directors (other than alternate directors) shall not, unless otherwise determined by an ordinary resolution of WPP, be fewer than six in number.

A director need not be a share owner.

At each annual general meeting every director who held office on the date seven days before the date of the notice of annual general meeting shall retire from office, but shall be eligible for re-election.

The directors shall be paid fees not exceeding in aggregate £3,000,000 per annum (or such larger sum as WPP may, by ordinary resolution, determine) as the board of directors may decide to be divided among them. Such fee shall be divided among them in such proportion and manner as they may agree or, failing agreement, equally.

The board of directors may grant special remuneration to any director who performs any special or extra services to, or at the request of, WPP. Special remuneration may be payable to a director in addition to his ordinary remuneration (if any) as a director. The directors shall also be paid out of the funds of WPP all expenses properly incurred by them in and about the discharge of their duties, including their expenses of travelling to and from the meetings of the board of directors, Committee meetings and general meetings.

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The board of directors may exercise all the powers of WPP to: (i) pay, provide, arrange or procure the grant of pensions or other retirement benefits, death, disability or sickness benefits, health, accident and other insurances or other such benefits, allowances, gratuities or insurances, including in relation to the termination of employment, to or for the benefit of any person who is or has been at any time a director of WPP or in the employment or service of WPP or of any body corporate that is or was associated with WPP or of the predecessors in business of WPP or any such associated body corporate, or the relatives or dependants of any such person. For that purpose, the board of directors may procure the establishment and maintenance of, or participation in, or contribution to, any pension fund, scheme or arrangement and the payments of any insurance premiums; (ii) establish, maintain, adopt and enable participation in any profit sharing or incentive scheme including shares, share options or cash or any similar schemes for the benefit of any director or employee of WPP or of any associated body corporate, and, subject to any restrictions under applicable legislation, to lend money to any such director or employee or to trustees on their behalf to enable any such schemes to be established, maintained or adopted; and (iii) support and subscribe to any institution or association that may be for the benefit of WPP or of any associated body corporate or any directors or employees of WPP or associated body corporate or their relatives or dependants or connected with any town or place where WPP or an associated body corporate carries on business, and to support and subscribe to any charitable or public object whatsoever.

Subject to any applicable statutory provisions and to declaring his interests in accordance with the articles of association, a director may enter into or be interested in any transaction or arrangement with WPP, either with regard to his tenure of any office or position in the management, administration or conduct of the business of WPP, or as vendor, purchaser or otherwise. A director may hold and be remunerated in respect of any other office or place of profit with WPP (other than the office of auditor of WPP) in conjunction with his office as a director and he (or his firm) may also act in a professional capacity for WPP (except as auditor) and may be remunerated for it.

A director who, to his knowledge, is in any way, whether directly or indirectly, interested in a transaction or arrangement or a proposed transaction or arrangement with WPP or any of its subsidiaries, or if any situation exists in which a director has or can have a direct or indirect interest that conflicts with or may conflict with the interests of WPP, shall disclose to WPP the nature and extent of the interest or situation in accordance with the articles of association.

A director shall not vote or be counted in the quorum at a meeting in respect of any resolution concerning his own appointment (including fixing and varying its terms), or the termination of his own appointment, as the holder of any office or place of profit with WPP or any other company in which WPP is interested but, where proposals are under consideration concerning the appointment (including fixing or varying its terms), or the termination of the appointment, of two or more directors to offices or places of profit with WPP or any company in which WPP is interested, those proposals may be divided and considered in relation to each director separately, and in such case each of the directors concerned (if not otherwise debarred from voting under the articles of association) shall be entitled to vote and be counted in the quorum in respect of each resolution except that concerning his own appointment or the termination of his own appointment.

A director shall not vote (or be counted in the quorum at a meeting) in respect of any transaction or arrangement or other proposal in which he has an interest that (together with any interest of a connected person) is to his knowledge a direct or indirect interest and as may reasonably be required as likely to give rise to a conflict. Notwithstanding the above, a director shall be entitled to vote (and be counted in the quorum) on: (A) any transaction or arrangement in which he is interested by virtue of an interest in ordinary shares, debentures or other securities of WPP or otherwise in or through WPP; (B) the giving of any guarantee, security or indemnity in respect of money lent or obligations incurred by him or by any other person at the request of, or for the benefit of, WPP or any of its subsidiaries; or a debt or obligation of WPP or any of its subsidiaries for which he himself has assumed responsibility under a guarantee or indemnity or by the giving of security; (C) (subject to the Statutes) indemnification (including loans made in connection with it) by WPP in relation to the performance of his duties on behalf of WPP or any of its subsidiaries; (D) any issue or offer of ordinary shares, debentures or

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other securities of WPP or any of its subsidiaries in respect of which he is or may be entitled to participate in his capacity as holder of any such securities or as an underwriter or sub-underwriter; (E) any transaction or arrangement concerning another company in which he and any connected person do not to his knowledge hold, directly or indirectly as shareholders, or through their direct or indirect holdings of financial instruments (within the meaning of Chapter 5 of the Disclosure and Transparency Rules) voting rights representing one percent or more of any class of shares in the capital of such company; (F) any arrangement for the benefit of employees of WPP or any of its subsidiaries that does not accord to him any privilege or benefit not generally accorded to the employees to whom the arrangement relates; and (G) the purchase or maintenance of insurance for the benefit of the directors or for the benefit of persons including the directors. “Disclosure and Transparency Rules” means the rules and regulations made by the Financial Services Authority in its capacity as the UK Listing Authority under Part VI of the UK Financial Services and Markets Act of 2000, as amended, and contained in the UK Listing Authority’s publication of the same name.

WPP shall not make a payment for loss of office to a director unless the payment has been approved by an ordinary resolution of WPP.

General meetings

The board of directors shall convene, and WPP shall hold, an annual general meeting in accordance with the Statutes. Other general meetings shall be held whenever the board of directors thinks fit or on the requisition of WPP share owners in accordance with the Statutes or the articles of association.

An annual general meeting shall be called by not less than 21 days’ written notice and any other general meeting shall be called by not less than 14 clear days’ written notice.

The requisite quorum for general meetings of WPP shall be two qualifying persons, entitled to vote on the business to be transacted at the meeting.

Borrowing powers

The board of directors may exercise all the powers of WPP to borrow money and to mortgage or charge all or any part of its undertaking, property and assets (both present and future) and uncalled capital and to issue debentures and other securities, whether outright or as collateral security for any debt, liability or obligations of WPP or of any third party. The board of directors shall restrict the borrowings of WPP and exercise all voting and other rights or powers of control exercisable by WPP in relation to its subsidiaries (if any) so as to secure (as regards subsidiaries only so far as by such exercise it can secure) that the aggregate principal amount outstanding at any time in respect of all borrowings by the WPP Group (exclusive of any borrowings that are owed by one WPP Group company to another WPP Group company) after deducting the amount of cash deposited will not, without the previous sanction of WPP in general meeting, exceed an amount equal to 2.5 times the adjusted capital and reserves (as defined in the articles of association) or any higher limit fixed by ordinary resolution of WPP that is applicable at the relevant time. “WPP Group” means WPP and its subsidiaries and subsidiary undertakings and, where the context requires, its associated undertakings.

To date, no resolution of the type referred to in the paragraph above has been passed.

Dividends

Declaration of dividends – subject to the provisions of the Jersey Companies Law, WPP may, by ordinary resolution, declare a dividend to be paid to the share owners, according to their respective rights and interests in the profits, and may fix the time for payment of such dividend, but no dividend shall exceed the amount recommended by the board of directors.

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Fixed and interim dividends – subject to the provisions of the Jersey Companies Law, the board of directors may pay such interim dividends as appear to the board of directors to be justified by the financial position of WPP and may also pay any dividend payable at a fixed rate at intervals settled by the board of directors whenever the financial position of WPP, in the opinion of the board of directors, justifies its payment. If the board of directors acts in good faith, none of the directors shall incur any liability to the share owners conferring preferred rights for any loss such share owners may suffer in consequence of the lawful payment of an interim dividend on any shares having non-preferred or deferred rights.

Calculation and currency of dividends – except insofar as the rights attaching to, or the terms of issue of, any shares otherwise provide: (A) all dividends shall be declared and paid according to the amounts paid up on the shares in respect of which the dividend is paid, but no amount paid up on a share in advance of calls shall be treated as paid up on the share; (B) all dividends shall be apportioned and paid pro rata according to the amounts paid up on the shares during any portion or portions of the period in respect of which the dividend is paid; (C) any amount paid by WPP by way of dividend will be deemed to include any amount that WPP may be compelled by law to withhold or deduct; and (D) dividends may be declared or paid in any currency. The board of directors may agree with any share owner that dividends that may at any time or from time to time be declared or become due on his or her ordinary shares in one currency shall be paid or satisfied in another, and may agree the basis of conversion to be applied and how and when the amount to be paid in the other currency shall be calculated and paid and for WPP or any other person to bear any costs involved.

Dividends not to bear interest – no dividend or other moneys payable by WPP on or in respect of any share shall bear interest as against WPP unless otherwise provided by the rights attached to the share.

Calls or debts or amounts required by law may be deducted from dividends – the board of directors may deduct from any dividend or other moneys payable to any person (either alone or jointly with another) on or in respect of a share all such sums as may be due from him (either alone or jointly with another) to WPP on account of calls or otherwise in relation to shares.

Dividends in specie – with the authority of an ordinary resolution of WPP and on the recommendation of the board of directors, payment of any dividend may be satisfied wholly or in part by the distribution of specific assets and in particular of paid up ordinary shares or debentures of any other company.

Scrip dividends – the board of directors may, with the authority of an ordinary resolution of WPP, offer any share owners the right to elect to receive further ordinary shares (whether or not of that class) credited as fully paid, by way of scrip dividend instead of cash in respect of all (or some part) of any dividend specified by the ordinary resolution.

Unclaimed dividends – any dividend unclaimed for a period of 12 years after having become due for payment shall be forfeited and cease to remain owing by WPP.

Forfeiture of shares

If the whole or any part of any call or installment remains unpaid on any share after the due date for payment, the board of directors may serve a written notice on the share owner requiring him to pay so much of the call or installment as remains unpaid, together with any accrued interest.

The written notice shall state a further day, being not less than 14 clear days from the date of the notice, on or before which, and the place where, payment is to be made and shall state that, in the event of non-payment on or before the day and at the place appointed, the share in respect of which the call was made or installment is payable will be liable to be forfeited. If the requirements of a notice are not complied with, any share in respect of which it was given may (before the payment required by the notice is made) be forfeited by a resolution of the board of directors. The forfeiture shall include all dividends declared and other moneys payable in respect of the forfeited share and not actually paid before the forfeiture.

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Every share that is forfeited or surrendered shall become the property of WPP and (subject to the Statutes) may be sold, re-allotted or otherwise disposed of, upon such terms and in such manner as the board of directors shall decide either to the person who was before the forfeiture the share owner or to any other person and whether with or without all or any part of the amount previously paid up on the share being credited as so paid up.

Website communication with share owners

The articles of association enable WPP to use its website as a means of sending or supplying documents or information to share owners. Before communicating with a share owner by means of its website, WPP must have asked the share owner, individually, to agree (generally or specifically) that WPP may send or supply documents or information to him by means of a website. A member shall be deemed to have agreed that WPP may send or supply a document or information by means of a website if no response to the request is received within 28 days. When communicating with share owners by means of website communications, WPP will notify the share owners (by post or other permitted means) of the presence of a document or information on the website.

Directors’ indemnity, insurance and defence

As far as the legislation allows, WPP may:

(i) indemnify any director (or of an associated body corporate) against any liability;

(ii) indemnify a director of a company that is a trustee of an occupational pension scheme for employees (or former employees) of WPP (or of an associated body corporate) against liability incurred in connection with WPP’s activities as trustee of the scheme;

(iii) purchase and maintain insurance against any liability for any director referred to in paragraph (i) or (ii) above; and

(iv) provide any director referred to in paragraph (i) or (ii) above with funds (whether by loan or otherwise) to meet expenditure incurred or to be incurred by him in defending any criminal, regulatory or civil proceedings or in connection with an application for relief (or to enable any such director to avoid incurring such expenditure).

Takeover Bids

The City Code on Takeovers and Mergers (the “City Code”) applies to WPP. Under the City Code, if an acquisition of ordinary shares were to increase the aggregate holding of an acquirer and its concert parties to ordinary shares carrying 30% or more of the voting rights in WPP, the acquirer (and, depending upon the circumstances, its concert parties) would be required, except with the consent of the Panel on Takeovers and Mergers (an independent body in the United Kingdom), to make a cash offer for the outstanding ordinary shares at a price not less than the highest price paid for the ordinary shares by the acquirer or its concert parties during the previous 12 months. A similar obligation to make such a mandatory offer would also arise on the acquisition of ordinary shares by a person holding (together with its concert parties) ordinary shares carrying between 30% and 50% of the voting rights in WPP if the effect of such acquisition were to increase that person’s percentage of the voting rights they hold in ordinary shares.

The Jersey Companies Law provides that where a person (the “Offeror”) makes a takeover offer to acquire all of the shares (or all of the shares of any class) in a Jersey company (other than any shares already held by the Offeror at the date of the offer), if the Offeror has by virtue of acceptances of the offer acquired or contracted to acquire not less than 90% in nominal value of the shares (or class of shares) to which the offer relates, the Offeror may (subject to the requirements of the Jersey Companies Law), by notice to the holders of the shares (or class of shares) to which the offer relates which the Offeror has not already acquired or contracted to acquire, compulsorily acquire those shares. A holder of any shares who receives a notice of compulsory acquisition may, within six weeks from the date on which such notice was given apply to the Royal Court of Jersey (the “Jersey Court”) for an order that the Offeror not be entitled and bound to purchase the holder’s shares or that the Offeror purchase the holder’s shares on terms different to those of the Offeror’s offer.

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Where before the end of the period within which the takeover offer can be accepted, the Offeror has by virtue of acceptances of the offer acquired or contracted to acquire not less than 90% in nominal value of all of the shares (or all of the shares of a particular class) of the Jersey company, the holder of any shares (or class of shares) to which the offer relates who has not accepted the offer may, by written notice to the Offeror, require the Offeror to acquire the holder’s shares. The Offeror shall (subject to the requirements of the Jersey Companies Law) be entitled and bound to acquire the holder’s shares on the terms of the offer or on such other terms as may be agreed. Where a holder gives the Offeror a notice of compulsory acquisition, each of the Offeror and the holder of the shares is entitled to apply to the Jersey Court for an order that the terms on which the Offeror is entitled and bound to acquire the holder’s shares shall be such as the Jersey Court thinks fit.

C. Material Contracts

The following is a summary of each contract (not being a contract entered into in the ordinary course of business) that has been entered into by any member of the WPP Group: (a) within the two years immediately preceding the date of this Form 20-F which are, or may be, material to the WPP Group; or (b) at any time which contain obligations or entitlements which is, or may be, material to the WPP Group as at the date of this Form 20-F:

(i) On 6 November 2007, WPP Finance S.A. issued £200,000,000 6.375% guaranteed bonds due 2020. The bonds are guaranteed by WPP 2005 Limited and WPP 2008 Limited and were constituted respectively by two Trust Deeds dated 6 November 2007 between Citicorp Trustee Company Limited, the guarantors and WPP Finance S.A. The bonds are listed on the London Stock Exchange and the terms and conditions contain a redemption provision at the option of the bondholders on a Change of Control, a negative pledge provision and events of default provisions (including a cross-default provision). The Trust Deeds also contain indemnities by WPP Finance S.A. in favour of Citicorp Trustee Company Limited. Pursuant to a supplemental trust deed dated 14 November 2008, WPP 2012 Limited (formerly known as WPP plc), WPP Air 1 and WPP Air 3 acceded as additional guarantors to the bonds. In a supplemental trust deed dated 14 December 2012, arrangements were made for WPP plc and WPP Jubilee Limited to accede as additional guarantors subject to the court approval of the scheme of arrangement referred to in Item 4.A above. Following a tender and consent offer made to bondholders, WPP Finance S.A. repaid and cancelled all the bonds on 27 March 2019;

(ii) On 21 November 2011, WPP Finance 2010 issued US$500,000,000 of 4.75% guaranteed senior notes due November 2021. On 2 December 2011, WPP Finance 2010 issued an additional $312,387,000 of 4.75% guaranteed senior notes due November 2021 in exchange for $281,369,000 of outstanding 5.875% Senior Notes due 2014 of WPP Finance (UK). In total, WPP Finance 2010 issued US$812,387,000 of the 4.75% guaranteed senior notes due November 2021 pursuant to the Indenture and the First Supplemental Indenture, both dated as at 2 November 2011, among WPP Finance 2010 as Issuer, WPP plc, WPP Air 1, WPP 2008 Limited and WPP 2005 Limited as Guarantors, and Wilmington Trust National Association as Trustee, Citibank, N.A., as Security Registrar and Principal Paying Agent and Citibank N.A., London Branch as Paying Agent. The indenture contains events of default provisions (including a cross-default provision). It also contains a restriction on the Issuer or any of the Guarantors referred to above consolidating or merging with any other person and conveying, transferring or leasing all or substantially all of their properties and assets to any person except where the entity resulting from such consolidation or merger or to whom such properties and assets are transferred becomes a primary obligor of the notes and gives certain certificates and indemnities. The covenants of the Indenture also contain a negative pledge and a limitation on the sale and leaseback of any assets by the Guarantors referred to above and their principal subsidiaries. The Indenture allows for defeasance of these covenants subject to certain conditions. The holders of the notes have the right to require the Issuer to repurchase the notes at a price equal to 101% of the principal amount of the notes in the event that there is a Change of Control of WPP plc and the notes lose their investment grade rating. The Indenture also contains a joint and several indemnity from the Issuer and the Guarantors referred to above in favour of the Trustee. In the Fourth Supplemental Indenture dated 14 December 2012, arrangements were made for WPP plc and WPP Jubilee Limited to accede as additional guarantors subject to the court approval of the scheme of arrangement referred to in Item 4.A above;

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(iii) On 7 September 2012, WPP Finance 2010 issued US$500,000,000 3.625% guaranteed senior notes due September 2022 and $300,000,000 5.125% guaranteed senior notes due September 2042. These notes were issued under the Indenture dated as at 2 November 2011, described above, as supplemented by the Second Supplemental Indenture and the Third Supplemental Indenture, respectively, each dated as at 7 September 2012, among WPP Finance 2010 as issuer, WPP 2012 Limited (formerly known as WPP plc), WPP Air 1, WPP 2008 Limited and WPP 2005 Limited as guarantors, Wilmington Trust, National Association as trustee, Citibank, N.A., as security registrar and Principal Paying Agent and Citibank, N.A., London Branch as Paying Agent. The indenture contains events of default provisions (including a cross-default provision). It also contains a restriction on the Issuer or any of the Guarantors referred to above consolidating or merging with any other person and conveying, transferring or leasing all or substantially all of their properties and assets to any person except where the entity resulting from such consolidation or merger or to whom such properties and assets are transferred becomes a primary obligor of the notes and gives certain certificates and indemnities. The covenants of the Indenture also contain a negative pledge and a limitation on the sale and leaseback of any assets by the Guarantors referred to above and their principal subsidiaries. The Indenture allows for defeasance of these covenants subject to certain conditions. The holders of the notes have the right to require the Issuer to repurchase the notes at a price equal to 101% of the principal amount of the notes in the event that there is a Change of Control of WPP plc and the notes lose their investment grade rating. The Indenture also contains a joint and several indemnity from the Issuer and the Guarantors referred to above in favour of the Trustee. During 2018 WPP Finance 2010 repurchased and cancelled $28,422,000 5.125% guaranteed senior notes due September 2042;

(iv) On 2 January 2013, WPP plc entered into a deposit agreement with Citibank, N.A., as US Depositary, and the holders and beneficial owners of ADSs that sets out the terms on which the US Depositary has agreed to act as depositary with respect to WPP ADSs. The deposit agreement contains, amongst other things, customary provisions pertaining to the form of ADRs, the deposit and withdrawal of ordinary shares, distributions to holders of ADSs, voting of ordinary shares underlying ADSs, obligations of the US Depositary and WPP plc, charges of the US Depositary, and compliance with U.S. securities laws;

(v) On 12 November 2013, WPP Finance 2010 issued US$500,000,000 5.625% guaranteed senior notes due November 2043. These notes were issued under the Indenture dated as at 12 November 2013, as supplemented by the Supplemental Indenture dated as at 12 November 2013, among WPP Finance 2010 as issuer, WPP plc, WPP Jubilee Limited, and WPP 2005 Limited as guarantors, Wilmington Trust, National Association as trustee, Citibank, N.A., as security registrar and Principal Paying Agent and Citibank, N.A., London Branch as Paying Agent. Aside from the coupon and repayment date, the terms and conditions of these notes are the same as those for the $812,387,000 4.75% notes due November 2021 described above. During 2018 WPP Finance 2010 repurchased and cancelled $49,690,000 5.625% guaranteed senior notes due November 2043;

(vi) On 20 November 2013, WPP Finance 2013 issued EUR 750,000,000 3.000% guaranteed senior bonds due November 2023. The bonds are guaranteed by WPP plc, WPP 2005 Limited, and WPP Jubilee Limited, and were constituted by a Trust Deed dated 11 November 2013 between WPP Finance 2013, the guarantors, and Citicorp Trustee Company Limited. The administration of payments to bondholders is provided for in an Agency Agreement dated 11 December 2013 between WPP Finance 2013, the guarantors, and Citibank, N.A., London Branch. The bonds are listed on the Global Exchange Market of the Irish Stock Exchange and the terms and conditions contain a redemption provision at the option of the bondholders on a Change of Control, a negative pledge provision and the events of default provisions in the terms and conditions contain a cross-default provision;

(vii) On 19 September 2014, WPP Finance 2010 issued US$750,000,000 3.750% guaranteed senior notes due September 2024. These notes were issued under the Indenture dated as at 19 September 2014, as supplemented by the Supplemental Indenture dated as at 19 September 2014, among WPP Finance 2010 as issuer, WPP plc, WPP Jubilee Limited, and WPP 2005 Limited as guarantors,

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Wilmington Trust, National Association as trustee, Citibank, N.A., as security registrar and Principal Paying Agent and Citibank, N.A., London Branch as Paying Agent. Aside from the coupon and repayment date, the terms and conditions of these notes are the same as those for the $500,000,000 5.625% notes due November 2043 described above;

(viii) On 22 September 2014, WPP Finance S.A. issued EUR 750,000,000 2.250% guaranteed senior bonds due September 2026. The bonds are guaranteed by WPP plc, WPP 2005 Limited, and WPP Jubilee Limited, and were constituted by a Trust Deed dated 11 November 2013 between WPP Finance S.A., the guarantors, and Citicorp Trustee Company Limited. The administration of payments to bondholders is provided for in an Agency Agreement dated 11 November 2013 between WPP Finance S.A., the guarantors, and Citibank, N.A., London Branch. The bonds are listed on the Global Exchange Market of the Irish Stock Exchange and the terms and conditions contain a redemption provision at the option of the bondholders on a Change of Control, a negative pledge provision and the events of default provisions in the terms and conditions contain a cross-default provision;

(ix) On 23 March 2015, WPP Finance Deutschland GmbH issued EUR 600,000,000 1.625% guaranteed senior bonds due March 2030. The bonds are guaranteed by WPP plc, WPP 2005 Limited, and WPP Jubilee Limited, and were constituted by a Trust Deed dated 11 November 2013 as supplemented by a First Supplemental Trust Deed dated 14 November 2014 between, inter alia, WPP Finance Deutschland GmbH, the guarantors, and Citicorp Trustee Company Limited. The administration of payments to bondholders is provided for in an Agency Agreement dated 11 November 2013 between, inter alia, WPP Finance Deutschland GmbH, the guarantors and Citibank, N.A., London Branch. The bonds are listed on the Global Exchange Market of the Irish Stock Exchange and the terms and conditions contain a redemption provision at the option of the bondholders on a Change of Control, a negative pledge provision and the events of default provisions in the terms and conditions contain a cross-default provision;

(x) On 18 November 2015, WPP Finance 2013 issued EUR 600,000,000 0.75% guaranteed senior bonds due November 2019. The bonds are guaranteed by WPP plc, WPP 2005 Limited, and WPP Jubilee Limited, and were constituted by a Trust Deed dated 11 November 2013 as supplemented by a First Supplemental Trust Deed dated 14 November 2014 between, inter alia, WPP Finance 2013, the guarantors, and Citicorp Trustee Company Limited. The administration of payments to bondholders is provided for in an Agency Agreement dated 11 November 2013 between, inter alia, WPP Finance 2013, the guarantors and Citibank, N.A., London Branch. The bonds are listed on the Global Exchange Market of the Irish Stock Exchange and the terms and conditions contain a redemption provision at the option of the bondholders on a Change of Control, a negative pledge provision and the events of default provisions in the terms and conditions contain a cross-default provision;

(xi) On 14 September 2016, WPP Finance 2013 issued GBP 400,000,000 2.875% fixed rate guaranteed senior bonds due 14 September 2046 under the EUR 4,000,000,000 Euro Medium Term Note Programme. The bonds are guaranteed by WPP plc, WPP 2005 Limited and WPP Jubilee Limited, and are constituted by a Trust Deed dated 14 November 2014 between, inter alia, WPP Finance 2013, the guarantors, and Citicorp Trustee Company Limited. The administration of payments to bondholders is provided for in an Agency Agreement dated 11 November 2013 between, inter alia, WPP Finance 2013, the guarantors and Citibank, N.A., London Branch. The bonds are admitted to the Official List of the Irish Stock Exchange and to trading on the Global Exchange Market. The terms and conditions of the bonds contain a redemption provision at the option of the bondholders on a Change of Control, a negative pledge provision and a cross-default event of default provision;

(xii) On 18 May 2017, WPP Finance 2013 issued EUR 250,000,000 guaranteed senior bonds due May 2020 which pay a coupon of 3 month EURIBOR + 0.32%. The bonds are guaranteed by WPP plc, WPP 2005 Limited, and WPP Jubilee Limited, and were constituted by a Trust Deed dated 8 November 2016 between, inter alia, WPP Finance 2013, the guarantors, and Citicorp Trustee Company Limited. The administration of payments to bondholders is provided for in an Agency Agreement dated

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8 November 2016 between, inter alia, WPP Finance 2013, the guarantors and Citibank, N.A., London Branch. The bonds are listed on the Global Exchange Market of the Irish Stock Exchange and the terms and conditions contain a redemption provision at the option of the bondholders on a Change of Control, a negative pledge provision and the events of default provisions in the terms and conditions contain a cross-default provision;

(xiii) On 20 March 2018, WPP Finance 2013 issued EUR 250,000,000 guaranteed senior bonds due March 2022 which pay a coupon of 3 month EURIBOR + 0.45%. The bonds are guaranteed by WPP plc, WPP 2005 Limited, and WPP Jubilee Limited, and were constituted by a Trust Deed dated 8 November 2016 between, inter alia, WPP Finance 2013, the guarantors, and Citicorp Trustee Company Limited. The administration of payments to bondholders is provided for in an Agency Agreement dated 8 November 2016 between, inter alia, WPP Finance 2013, the guarantors and Citibank, N.A., London Branch. The bonds are listed on the Global Exchange Market of the Irish Stock Exchange and the terms and conditions contain a redemption provision at the option of the bondholders on a Change of Control, a negative pledge provision and the events of default provisions in the terms and conditions contain a cross-default provision;

(xiv) On 20 March 2018, WPP Finance 2016 issued EUR 500,000,000 1.375% guaranteed senior bonds due March 2025. The bonds are guaranteed by WPP plc, WPP 2005 Limited, and WPP Jubilee Limited, and were constituted by a Trust Deed dated 8 November 2016 between, inter alia, WPP Finance 2013, the guarantors, and Citicorp Trustee Company Limited. The administration of payments to bondholders is provided for in an Agency Agreement dated 8 November 2016 between, inter alia, WPP Finance 2013, the guarantors and Citibank, N.A., London Branch. The bonds are listed on the Global Exchange Market of the Irish Stock Exchange and the terms and conditions contain a redemption provision at the option of the bondholders on a Change of Control, a negative pledge provision and the events of default provisions in the terms and conditions contain a cross-default provision;

(xv) On 26 June 2018, WPP AUNZ Limited entered into an agreement for a 1 year revolving credit facility for AUD$150 million and a 3 year revolving credit facility for AUD$370 million with a syndicate of banks and Westpac Banking Corporation acting as Agent due 29 June 2019 and 29 June 2021, respectively. Joint and several guarantees are provided by subsidiaries of WPP AUNZ that represent at least 75% of EBITDA and at least 75% of total tangible assets. These facilities are available for drawing by way of cash advances in Australian Dollars or New Zealand Dollars on a revolving basis. The rate of margin for the AUD$150 million facility is 1.1%. The rate of margin for the AUD$370 million facility is determined by the ratio of Net Debt to EBITDA. If the ratio is greater than 2.5 the rate of margin for the facility shall be 1.75%. If the ratio is greater than 2.0 and less than or equal to 2.5 the rate of margin for the facility shall be 1.45%. If the ratio is greater than 1.5 and less than or equal to 2.0 the rate of margin for the facility shall be 1.30%. If the ratio is greater than 1.0 and less than or equal to 1.5 the rate of margin for the facility shall be 1.15%. If the ratio is less than or equal to 1.0 the rate of margin for the facility shall be 1.00%. The commitment fee payable on undrawn commitments is equal to 45% of the then applicable margin. The facility contains customary representations, covenants and events of default; and

(xvi) On 15 March 2019, WPP CP LLC, WPP Finance Co. Limited and WPP CP Finance plc (as borrowers), guaranteed by WPP plc, WPP 2005 Limited and WPP Jubilee Limited entered into an agreement for a seven-year multi-currency revolving credit facility (with a US Dollar swingline option) for US$2.5 billion with a syndicate of banks and Citibank International plc as facility agent due March 2024. The facility is available for drawing by way of multi-currency cash advances on a revolving basis, with an option to draw US Dollar swingline advances up to a sub-limit of US$1.2 billion. The rate of margin for the facility is, if the long-term unsecured and non-credit enhanced debt rating of WPP published by Moody’s and Standard & Poor’s (the Credit Rating) is A-/A3 or higher, 0.25% per annum. If the Credit Rating is BBB+ or Baa1, the rate of margin for the facility is 0.30% per annum. If the Credit Rating is BBB or Baa2, the rate of margin for the facility is 0.40% per annum. If the Credit

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Rating is BBB- or Baa3, the rate of margin for the facility is 0.50% per annum. If the Credit Rating is BB+ or Ba1 or lower, the rate of margin for the facility is 0.8% per annum. If Moody’s and Standard & Poor’s assign different Credit Ratings, the margin shall be the average of the margins determined by each of Moody’s and Standard & Poor’s. The commitment fee payable on undrawn commitments is equal to 35% of the then applicable margin. A utilisation fee of 0.075% per annum is payable on outstandings on any day on which the amount of outstandings exceeds 0% of the total facility commitments but is less than or equal to 33% of the total facility commitments. A utilisation fee of 0.15% per annum is payable on outstandings on any day on which the amount of outstandings exceeds 33% of the total facility commitments but is less than or equal to 66% of the total facility commitments. A utilisation fee of 0.30% per annum is payable on outstandings on any day on which the amount of outstandings exceeds 66% of the total facility commitments. The facility agreement contains customary representations, covenants and events of default. The interest rate for swingline advances is the higher of the US prime commercial lending rate and 0.50% per annum above the federal funds rate.

D. Exchange Controls

There are currently no Jersey foreign exchange control restrictions on remittances of dividends on the ordinary shares or on the conduct of the Registrant’s operations.

E. Taxation

The taxation discussion set forth below is intended only as a descriptive summary and does not purport to be a complete technical analysis or listing of all potential tax effects relevant to a decision to purchase, hold or in any way transfer ordinary shares or ADSs. Each investor should seek advice based on their individual particular circumstances from an independent tax adviser.

The following summary of the Jersey (UK in relation to dividend distributions) and the United States tax consequences is not exhaustive of all possible tax considerations and should not be considered legal or tax advice. In addition, this summary does not represent a detailed description of the tax consequences applicable to persons subject to special treatment under Jersey and United States tax laws. Prospective purchasers of ADSs are advised to satisfy themselves as to the overall tax consequences of their ownership of ADSs and the ordinary shares represented thereby by consulting their own tax advisors. In addition, this summary only addresses holders that hold ordinary shares or ADSs as capital assets, and it does not address the taxation of a United States shareholder (either corporate or individual) where that shareholder controls, or is deemed to control, 10% or more of the voting stock of the Company.

References in this discussion to WPP Shares include references to WPP ADSs and corresponding references to WPP Share Owners (or holders of WPP ADSs) include references to holders of WPP ADSs, unless indicated otherwise.

United Kingdom, Jersey and the United States taxation

United Kingdom taxation

Tax on dividends

The Company will not be required to withhold UK tax at source from dividend payments it makes.

WPP Share Owners who are resident outside the UK for tax purposes will not generally be able to claim repayment from HMRC of any part of the tax credit attaching to dividends received from WPP paid before

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6 April 2016, although this will depend on the existence and terms of any double taxation convention between the UK and the country in which such WPP Share Owner is resident. A WPP Share Owner resident outside the UK may also be subject to taxation on dividend income under local law. A WPP Share Owner who is not solely resident in the UK for tax purposes should consult his own tax advisers concerning his tax liabilities (in the UK and any other country) on dividends received from WPP, whether they are entitled to claim any part of the tax credit and, if so, the procedure for doing so, and whether any double taxation relief is due in any country in which they are subject to tax. From 6 April 2016, the dividend tax credit previously available to UK resident individuals is replaced by a Dividend Allowance for UK taxpayers.

Taxation of disposals

An individual WPP Share Owner who has ceased to be resident or ordinarily resident for tax purposes in the UK for a period of less than five tax years and who disposes of all or part of his WPP Shares during that period may be liable to capital gains tax in respect of any chargeable gain arising from such a disposal on his return to the UK, subject to any available exemptions or reliefs.

Stamp duty and stamp duty reserve tax (SDRT)

No UK stamp duty or SDRT will be payable on the issue of WPP Shares. UK stamp duty should generally not need to be paid on a transfer of the WPP Shares. No UK SDRT will be payable in respect of any agreement to transfer WPP Shares unless they are registered in a register kept in the UK by or on behalf of WPP. It is not intended that such a register will be kept in the UK.

The statements in this paragraph summarise the current position on stamp duty and SDRT and are intended as a general guide only. Special rules apply to agreements made by, amongst others, intermediaries and certain categories of person may be liable to stamp duty or SDRT at higher rates.

Jersey taxation

General

The following summary of the anticipated tax treatment in Jersey of WPP and WPP Share Owners and holders of WPP ADSs (other than residents of Jersey) is based on Jersey taxation law as it is understood to apply at the date of this Form 20-F. It does not constitute legal or tax advice. WPP Share Owners or holders of WPP ADSs should consult their professional advisers on the implications of acquiring, buying, holding, selling or otherwise disposing of WPP Shares or WPP ADSs under the laws of the jurisdictions in which they may be liable to taxation. WPP Share Owners or holders of WPP ADSs should be aware that tax rules and practice and their interpretation may change.

Income Tax

(a) WPP

Under the Jersey Income Tax Law, WPP will be regarded as either:

(i) not resident in Jersey under Article 123(1) of the Jersey Income Tax Law provided that (and for so long as) it satisfies the conditions set out in that provision, in which case WPP will not (except as noted below) be liable to Jersey income tax; or

(ii) resident in Jersey and will fall under Article 123C of the Jersey Income Tax Law, in which case WPP (being neither a financial services company nor a specified utility company under the Jersey Income Tax Law at the date hereof) will (except as noted below) be subject to Jersey income tax at a rate of 0 percent.

WPP is tax resident in the United Kingdom and therefore should not be regarded as resident in Jersey.

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(b) Holders of WPP Shares

WPP will be entitled to pay dividends to holders of WPP Shares without any withholding or deduction for or on account of Jersey tax. Holders of WPP Shares (other than residents of Jersey) will not be subject to any tax in Jersey in respect of the holding, sale or other disposition of such WPP Shares.

(c) Holders of WPP ADSs

Under Jersey law and the WPP Articles, WPP is only permitted to pay a dividend to a person who is recorded in its register of members as the holder of a WPP Share. The US Depositary will be recorded in WPP’s register of members as the holder of each WPP Share represented by a WPP ADS. Accordingly, WPP will pay all dividends in respect of each WPP Share represented by a WPP ADS to the US Depositary (as the registered holder of each such WPP Share) rather than to the holder of the ADS.

The US Depositary will not be subject to any tax in Jersey in respect of the holding, sale or other disposition of the WPP Shares held by it. In addition, holders of the WPP ADSs (other than residents of Jersey) should not be subject to any tax in Jersey in respect of the holding, sale or other disposition of such WPP ADSs.

Goods and services tax

WPP is an “international services entity” for the purposes of the Goods and Services Tax (Jersey) Law 2007 (the “GST Law”). Consequently, WPP is not required to:

(a) register as a taxable person pursuant to the GST Law;

(b) charge goods and services tax in Jersey in respect of any supply made by it; or

(c) subject to limited exceptions that are not expected to apply to WPP, pay goods and services tax in Jersey in respect of any supply made to it.

Stamp duty

No stamp duty is payable in Jersey on the issue or inter vivos transfer of WPP Shares or WPP ADSs.

Upon the death of a WPP Share Owner, a grant of probate or letters of administration will be required to transfer the WPP Shares of the deceased person. However, WPP may (at its discretion) dispense with this requirement where: (a) the deceased person was domiciled outside of Jersey at the time of death; and (b) the value of the deceased’s movable estate in Jersey (including any WPP Shares) does not exceed £10,000.

Upon the death of a WPP Share Owner, where the deceased person was domiciled outside of Jersey at the time of death, Jersey stamp duty will be payable on the registration in Jersey of a grant of probate or letters of administration, which will be required in order to transfer or otherwise deal with the deceased person’s personal estate situated in Jersey (including any WPP Shares) if the net value of such personal estate exceeds £10,000.

The rate of stamp duty payable is:

(i) (where the net value of the deceased person’s relevant personal estate is more than £10,000 but does not exceed £100,000) 0.50 percent of the net value of the deceased person’s relevant personal estate; or

(ii) (where the net value of the deceased person’s relevant personal estate exceeds £100,000) £500 for the first £100,000 plus 0.75 percent of the net value of the deceased person’s relevant personal estate which exceeds £100,000.

In addition, application and other fees may be payable.

US federal income taxation

Introduction

The following is a summary of certain material US federal income tax consequences of the ownership and disposition of WPP Shares or WPP ADSs by a US Holder (as defined below). This summary deals only with

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initial acquirers of WPP Shares or WPP ADSs that are US Holders and that will hold the WPP Shares or WPP ADSs as capital assets. The discussion does not cover all aspects of US federal income taxation that may be relevant to, or the actual tax effect that any of the matters described herein will have on, the acquisition, ownership or disposition of WPP Shares or WPP ADSs by particular investors, and does not address state, local, foreign or other tax laws. In particular, this summary does not address all of the tax considerations that may be relevant to investors subject to special treatment under the US federal income tax laws (such as financial institutions, insurance companies, investors liable for the alternative minimum tax, investors that own (directly or indirectly) 10% or more of the voting stock of WPP, investors that hold WPP Shares or WPP ADSs through a permanent establishment, individual retirement accounts and other tax-deferred accounts, tax-exempt organisations, dealers in securities or currencies, traders that elect to mark to market, investors that will hold the WPP Shares or WPP ADSs as part of straddles, hedging transactions or conversion transactions for US federal income tax purposes, investors whose functional currency is not the US dollar or persons who received their WPP Shares or WPP ADSs in connection with the performance of services or on exercise of options received as compensation in connection with the performance of services).

As used herein, the term “US Holder” means a beneficial owner of WPP Shares or WPP ADSs that is, for US federal income tax purposes: (i) a citizen or individual resident of the United States; (ii) a corporation, or other entity treated as a corporation for US federal tax purposes, created or organised in or under the laws of the United States or any State thereof; (iii) an estate the income of which is subject to US federal income tax without regard to its source; or (iv) a trust if a court within the United States is able to exercise primary supervision over the administration of the trust and one or more US persons have the authority to control all substantial decisions of the trust, or the trust has elected to be treated as a domestic trust for US federal income tax purposes.

This discussion does not address any tax consequences applicable to holders of equity interests in a holder of WPP Shares or WPP ADSs. The US federal income tax treatment of a partner in a partnership that holds WPP Shares or WPP ADSs will depend on the status of the partner and the activities of the partnership. Holders of WPP Shares or WPP ADSs that are partnerships should consult their tax advisers concerning the US federal income tax consequences to their partners of the acquisition, ownership and disposition of WPP Shares or WPP ADSs.

WPP does not expect to become a passive foreign investment company (a “PFIC”) for US federal income tax purposes and this summary assumes the correctness of this position. WPP’s possible status as a PFIC must be determined annually and therefore may be subject to change. If WPP were to be a PFIC in any year, materially adverse consequences could result for US Holders.

The summary is based on the US federal income tax laws, including the US Internal Revenue Code of 1986 as amended, its legislative history, existing and proposed regulations thereunder, published rulings and court decisions, all as currently in effect, and all of which are subject to change, perhaps with retroactive effect.

The summary of US federal income tax consequences set out below is for general information only. US Holders are urged to consult with their own tax advisers as to the particular tax consequences to them of owning the WPP Shares or WPP ADSs, including the applicability and effect of state, local, foreign and other tax laws and possible changes in tax law.

Classification of the WPP ADSs

US Holders of WPP ADSs should be treated for US federal income tax purposes as owners of the WPP Shares represented by the WPP ADSs. Accordingly, the US federal income tax consequences discussed below apply equally to US Holders of WPP ADSs.

Tax on dividends

Distributions paid by WPP out of current or accumulated earnings and profits (as determined for US federal income tax purposes) will generally be taxable to a US Holder as foreign source dividend income, and will not be

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eligible for the dividends received deduction generally allowed to US corporations. A US Holder of WPP ADSs generally will include dividends in gross income in the taxable year in which such holder actually or constructively receives the dividend. US Holders that surrender their WPP ADSs in exchange for the underlying WPP Shares should consult their tax advisers regarding the proper timing for including dividends in gross income.

Distributions in excess of current and accumulated earnings and profits will be treated as a non-taxable return of capital to the extent of the US Holder’s basis in the WPP Shares or WPP ADSs and thereafter as capital gains. However, WPP will not maintain calculations of its earnings and profits in accordance with US federal income tax accounting principles. US Holders should, therefore, assume that any distribution by WPP with respect to the WPP Shares or WPP ADSs will constitute ordinary dividend income. US Holders should consult their tax advisers with respect to the appropriate US federal income tax treatment of any distribution received from WPP.

Under current federal income tax law, dividends paid by a foreign corporation to a non-corporate US Holder as “qualified dividend income” are taxable at the special reduced rate normally applicable to capital gains provided the foreign corporation qualifies for the benefits of the income tax treaty between the United States and the corporation’s country of residence. In such case, the non-corporate US Holder is eligible for the reduced rate only if the US Holder has held the shares or ADSs for more than 60 days during the 121 day-period beginning 60 days before the ex-dividend date. WPP believes it will qualify for the benefits of the income tax treaty between the United States and the United Kingdom (the “Treaty”).

US Holders of WPP Shares or WPP ADSs who receive distributions from WPP will need to consult their own tax advisors regarding the continued applicability of this special reduced rate to such distributions.

Dividends paid in pounds sterling will be included in income in a US dollar amount calculated by reference to the exchange rate in effect on the day the dividends are received by the US Holder in the case of WPP Shares or the US Depositary (in case of WPP ADSs), regardless of whether the pounds sterling are converted into US dollars at that time. If dividends received in pounds sterling are converted into US dollars on the day they are received, the US Holder generally will not be required to recognise a foreign currency gain or loss in respect of the dividend income. Generally, a gain or loss realised on a subsequent conversion of pounds sterling to US dollars or other disposition will be treated as US source ordinary income or loss.

Sale or other disposition

Upon a sale or other disposition of WPP Shares or WPP ADSs (other than an exchange of WPP ADSs for WPP Shares), a US Holder generally will recognise a capital gain or loss equal to the difference, if any, between the amount realised on the sale or other disposition and the US Holder’s adjusted tax basis in the WPP Shares or WPP ADSs. This capital gain or loss will generally be US source and will be a long-term capital gain or loss if the US Holder’s holding period in the WPP Shares or WPP ADSs exceeds one year. However, regardless of a US Holder’s actual holding period, any loss may be a long-term capital loss if the US Holder receives a dividend that exceeds 10% of the US Holder’s tax basis in its WPP Shares or WPP ADSs and to the extent such dividend qualifies for the reduced rate described above under the section entitled “Tax on Dividends”. Deductibility of capital losses is subject to limitations.

A US Holder’s tax basis in a WPP Share or a WPP ADS will generally be its US dollar cost. The US dollar cost of a WPP Share or a WPP ADS purchased with foreign currency will generally be the US dollar value of the purchase price on the date of purchase or, in the case of WPP Shares or WPP ADSs traded on an established securities market, as defined in the applicable Treasury Regulations, that are purchased by a cash basis US Holder (or an accrual basis US Holder that so elects), on the settlement date for the purchase. Such an election by an accrual basis US Holder must be applied consistently from year to year and cannot be revoked without the consent of the Internal Revenue Service (the “IRS”).

The surrender of WPP ADSs in exchange for WPP Shares (or vice versa) should not be a taxable event for US federal income tax purposes and US Holders should not recognise any gain or loss upon such a surrender. A

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US Holder’s tax basis in the withdrawn WPP Shares will be the same as the US Holder’s tax basis in the WPP ADSs surrendered, and the holding period of the WPP Shares will include the holding period of the WPP ADSs.

The amount realised on a sale or other disposition of WPP Shares or WPP ADSs for an amount in foreign currency will be the US dollar value of this amount on the date of sale or disposition. On the settlement date, the US Holder will recognise US source foreign currency gain or loss (taxable as ordinary income or loss) equal to the difference (if any) between the US dollar value of the amount received based on the exchange rates in effect on the date of sale or other disposition and the settlement date. However, in the case of WPP Shares or WPP ADSs traded on an established securities market that are sold by a cash basis US Holder (or an accrual basis US Holder that so elects), the amount realised will be determined using the exchange rate in effect on the settlement date for the sale, and no exchange gain or loss will be recognised at that time.

Foreign currency received on the sale or other disposition of a WPP Share or a WPP ADS will have a tax basis equal to its US dollar value on the settlement date. Any gain or loss recognised on a sale or other disposition of a foreign currency (including upon exchange for US dollars) will be US source ordinary income or loss.

Net Investment Tax

In addition, the net investment income of individuals and certain trusts (including income realised through certain pass-through entities), subject to certain thresholds, will be subject to an additional net investment tax of 3.8%. “Net investment income” is the excess of certain types of passive income, including dividends on and capital gains from distributions on or dispositions of a WPP Share or a WPP ADS, over certain related investment expenses. Thus, both dividends and capital gains realised directly or indirectly by an individual or trust will generally be added in computing the net investment income of such individual or trust subject to this additional tax. Taxpayers are urged to consult their own tax advisors with respect to the applicability of this tax.

Backup withholding and information reporting

Payments of dividends and other proceeds with respect to WPP Shares or WPP ADSs by a US paying agent or other US intermediary will be reported to the IRS and to the US Holder unless the holder is a corporation or otherwise establishes a basis for exemption. Backup withholding may apply to reportable payments if the US Holder fails to provide an accurate taxpayer identification number or certification of exempt status or fails to report all interest and dividends required to be shown on its US federal income tax returns. Any backup withholding tax will be refunded or allowed as a credit against the US Holder’s US federal income tax liability if the US Holder timely gives the appropriate information to the IRS. US Holders should consult their tax advisers as to their qualification for exemption from backup withholding and the procedure for obtaining an exemption.

F. Dividends and Paying Agents

Not applicable.

G. Statements by Experts

Not applicable.

H. Documents on Display

The Company is subject to the informational requirements of the Exchange Act. In accordance with these requirements, the Company files reports and other information with the United States Securities and Exchange Commission. You may read and copy any materials filed with the SEC at http://www.sec.gov that contains reports, proxy statements and other information regarding registrants that file electronically with the SEC. The Company’s Form 20-F is also available on the Company’s website, http://www.wpp.com.

I. Subsidiary Information

Not applicable.

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ITEM 11. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

The Company’s principal market risks are changes in interest rates and currency exchange rates. Following evaluation of these positions, the Company selectively enters into derivative financial instruments to manage its risk exposure. The fair value of derivatives held by the Company at 31 December 2018 is estimated to be a net liability of £7.1 million (£9.7 million with respect to derivative assets and £16.8 million for derivative liabilities). These amounts are based on market values of equivalent instruments at the balance sheet date.

Interest rate and foreign currency risks

The Company’s interest rate and foreign currency risks management policies are discussed in note 23 to the consolidated financial statements.

Interest rate derivatives and currency derivatives utilised by the Group are discussed in note 24 to the consolidated financial statements.

Analysis of fixed and floating rate debt by currency, including the effect of interest rate and cross currency swaps, as at the balance sheet date is provided in note 10 to the consolidated financial statements.

Sensitivity analyses that address the effect of interest rate and currency risks on the Group’s financial instruments is provided in note 23 to the consolidated financial statements.

Credit risk

Our credit risk exposure and management policies are discussed in note 23 to the consolidated financial statements.

ITEM 12. DESCRIPTION OF SECURITIES OTHER THAN EQUITY SECURITIES

A. Debt Securities

Not applicable.

B. Warrants and Rights

Not applicable.

C. Other Securities

Not applicable.

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D. American Depositary Shares

Fees and Charges

Holders of ADSs and persons depositing ordinary shares or surrendering ADSs for cancellation are currently required to pay the following service fees to the Depositary:

Service	Rate	By Whom Paid
(1)   Issuance of ADSs upon deposit of ordinary shares (excluding issuances as a result of distributions described in paragraph (4) below).	Up to U.S.$5.00 per 100 ADSs (or fraction thereof) issued.	Person depositing ordinary shares or person receiving ADSs.
(2)   Delivery of deposited securities against surrender of ADSs.	Up to U.S.$5.00 per 100 ADSs (or fraction thereof) surrendered.	Person surrendering ADSs for purpose of withdrawal of deposited securities or person to whom deposited securities are delivered.
(3)   Distribution of cash dividends or other cash distributions (i.e., sale of rights and other entitlements).	Up to U.S.$2.00 per 100 ADSs (or fraction thereof) held, unless prohibited by the exchange upon which the ADSs are listed.	Person to whom distribution is made.
(4)   Distribution of ADSs pursuant to (i) stock dividends or other free stock distributions, or (ii) exercise of rights to purchase additional ADSs.	Up to U.S.$5.00 per 100 ADSs (or fraction thereof) issued, unless prohibited by the exchange upon which the ADSs are listed.	Person to whom distribution is made.
(5)   Distribution of securities other than ADSs or rights to purchase additional ADSs (i.e., spin-off shares).	Up to U.S.$5.00 per unit of 100 securities (or fraction thereof) distributed.	Person to whom distribution is made.
(6)   Depositary Services.	Up to U.S.$2.00 per 100 ADSs (or fraction thereof) held as of the last day of each calendar year, except to the extent of any cash dividend fee(s) charged under paragraph (3) above during the applicable calendar year.	Person of record on last day of any calendar year.
(7)   Transfer of ADRs.	U.S.$1.50 per certificate presented for transfer.	Person presenting certificate for transfer.

Holders of ADSs and persons depositing ordinary shares or surrendering ADSs for cancellation and for the purpose of withdrawing deposited securities are also responsible for the payment of certain fees and expenses incurred by the Depositary, and certain taxes and governmental charges, such as:

(i) Taxes (including applicable interest and penalties) and other governmental charges;

(ii) Such registration fees as may from time to time be in effect for the registration of ordinary shares on the share register and applicable to transfers of ordinary shares or other securities on deposit to or from the name of the Custodian, the Depositary or any nominees upon the making of deposits and withdrawals, respectively;

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(iii) Such cable, telex and facsimile transmission and delivery expenses as are expressly provided in the deposit agreement to be at the expense of the person depositing or withdrawing ordinary shares or holders of ADSs;

(iv) The expenses and charges incurred by the Depositary in the conversion of foreign currency;

(v) Such fees and expenses as are incurred by the Depositary in connection with compliance with exchange control regulations and other regulatory requirements applicable to ordinary shares, ordinary shares on deposit, ADSs and ADRs; and

(vi) The fees and expenses incurred by the Depositary, the Custodian or any nominee in connection with the servicing or delivery of ordinary shares on deposit.

WPP has agreed to pay various other charges and expenses of the Depositary. Please note that the fees and charges that holders of ADSs may be required to pay may vary over time and may be changed by WPP and by the Depositary. Holders of ADSs will receive prior notice of such changes.

Depositary Payments—Fiscal Year 2018

WPP did not receive any payments from Citibank, N.A., the Depositary for its American Depositary Receipt program, in 2018.

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PART II

ITEM 13. DEFAULTS, DIVIDEND ARREARAGES AND DELINQUENCIES

None.

ITEM 14. MATERIAL MODIFICATIONS TO THE RIGHTS OF SECURITY HOLDERS AND USE OF PROCEEDS

None.

ITEM 15. CONTROLS AND PROCEDURES

Disclosure Controls and Procedures

We performed an evaluation under the supervision and with the participation of our management, including our Chief Executive Officer and our Group Finance Director, of the effectiveness of our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act) as at 31 December 2018. Notwithstanding the foregoing, a control system, no matter how well designed and operated, can provide only reasonable, not absolute, assurance that it will detect or uncover failures within the Company to disclose material information otherwise required to be set forth in the Company’s periodic reports. Following the evaluation described above, our management, including the Chief Executive Officer and Group Finance Director, concluded that our disclosure controls and procedures were effective at that time.

Management’s Annual Report on Internal Control over Financial Reporting

Our management is responsible for establishing and maintaining adequate internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act). Our management, with the participation of our Chief Executive Officer and our Group Finance Director, carried out an assessment of the effectiveness of our internal control over financial reporting as at 31 December 2018. The assessment was performed using the criteria for effective internal control reflected in the Internal Control-Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO).

Based on our assessment of the system of internal control, management concludes that as at 31 December 2018 our internal control over financial reporting was effective.

The Company’s internal control over financial reporting as at 31 December 2018 has been audited by Deloitte LLP, an independent registered public accounting firm, who also audited the Company’s consolidated financial statements. Their audit report on the effectiveness of internal control over financial reporting is presented on page 75.

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REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the shareholders and the Board of Directors of WPP plc

Opinion on Internal Control over Financial Reporting

We have audited the internal control over financial reporting of WPP plc and subsidiaries (the “Company”) as at 31 December 2018, based on criteria established in Internal Control — Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO). In our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as at 31 December 2018, based on criteria established in Internal Control — Integrated Framework (2013) issued by COSO.

We have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the consolidated financial statements at and for the year ended 31 December 2018, of the Company and our report dated 26 April 2019, expressed an unqualified opinion on those consolidated financial statements and includes an explanatory paragraph regarding the Company’s change in its method of accounting for revenue from contracts with customers for each of the three years in the period ended 31 December 2018 due to the adoption of International Financial Reporting Standard 15 Revenue from Contracts with Customers.

Basis for Opinion

The Company’s management is responsible for maintaining effective internal control over financial reporting and for its assessment of the effectiveness of internal control over financial reporting, included in the accompanying Management’s Annual Report on Internal Control over Financial Reporting. Our responsibility is to express an opinion on the Company’s internal control over financial reporting based on our audit. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether effective internal control over financial reporting was maintained in all material respects. Our audit included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, testing and evaluating the design and operating effectiveness of internal control based on the assessed risk, and performing such other procedures as we considered necessary in the circumstances. We believe that our audit provides a reasonable basis for our opinion.

Definition and Limitations of Internal Control over Financial Reporting

A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company’s internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorisations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorised acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

/s/ Deloitte LLP

Deloitte LLP

London, United Kingdom

26 April 2019

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Changes in Internal Control Over Financial Reporting

There has been no change in the Company’s internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) that occurred during 2018, that has materially affected, or is reasonably likely to materially affect, the Company’s internal control over financial reporting.

ITEM 16A. AUDIT COMMITTEE FINANCIAL EXPERT

The audit committee consisted of Jacques Aigrain, Tarek Farahat, and Sol Trujillo at 31 December 2018. Cindy Rose was appointed as a Director and a member of the audit committee on 1 April 2019. The board of directors has determined that all members of the audit committee are “independent” as that term is defined in the applicable NYSE listing standards and rules of the Securities and Exchange Commission.

WPP has two audit committee financial experts, Jacques Aigrain, serving as Chairman of the audit committee, and Tarek Farahat, a member of the committee. See the biographies of Jacques Aigrain and Tarek Farahat in Item 6A.

ITEM 16B. CODE OF ETHICS

WPP has in place a Code of Business Conduct that constitutes a “code of ethics” as defined in applicable regulations of the Securities and Exchange Commission. The Code of Business Conduct, which is regularly reviewed by the Audit Committee and the Board and was last updated in 2016, sets out the principal obligations of all directors, officers and employees. Directors and senior executives throughout the Group are required each year to sign this Code. The WPP Code of Business Conduct is available on the Company’s website, www.wpp.com/about/corporate-governance. This Annual Report on Form 20-F does not incorporate by reference information on the Company’s website.

ITEM 16C. PRINCIPAL ACCOUNTANT FEES AND SERVICES

	2018 £m	2017 £m
Audit fees	27.3	26.1
Tax fees1	0.1	0.2
All other fees2	4.7	4.6
	32.1	30.9

¹  Tax fees comprise tax advisory, planning and compliance services. All tax fees were approved by Audit Committee.

²  Other fees comprise services, including fees for due diligence and review of earn-out payment calculations. All other fees were approved by Audit Committee.

See note 3 to the consolidated financial statements for more details of auditors’ remuneration for the years ended 31 December 2018, 2017 and 2016.

Audit Committee Pre-Approval Policies and Procedures

The Audit Committee has a pre-approval policy for the engagement of the external auditors in relation to the supply of permissible non-audit services, taking into account relevant ethical and regulatory requirements. WPP’s policy regarding non-audit services that may be provided by the Group’s auditors, Deloitte, prohibits certain categories of work in line with relevant guidance on independence, such as ethical standards issued by the Auditing Practices Board and independence rules of the Public Company Accounting Oversight Board (United States) and the SEC. Other categories of work may be undertaken by Deloitte subject to an approvals process that is designed appropriately for different categories and values of proposed work.

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ITEM 16D. EXEMPTIONS FROM THE LISTING STANDARDS FOR AUDIT COMMITTEES

Not applicable.

ITEM 16E. PURCHASES OF EQUITY SECURITIES BY THE ISSUER AND AFFILIATED PURCHASERS

At the Annual General Meeting of WPP plc on 7 June 2017 a special resolution was passed authorising WPP plc to make market purchases of its own shares up to a maximum number of 127,887,590 ordinary shares. This authority expired at the Annual General Meeting of WPP plc on 13 June 2018 and was replaced by a new authority to purchase up to a maximum number of 126,611,100 ordinary shares until the earlier of the conclusion of the Annual General Meeting of WPP plc in 2019 and 1 September 2019.

	Total number of shares purchased		Average price (£)		Total number of shares purchased as part of publicly announced plan			Maximum number of shares that may yet be purchased under plan
January		3,500,000		13.39		3,500,000			106,807,946
February		2,000,000		12.89		2,000,000			104,807,946
March		6,004,127		12.03		6,004,127			98,803,819
April		2,678		12.60		2,678			98,801,141
May		2,660,000		13.01		2,660,000			96,141,141
June		1,720,000		12.31		1,720,000	1		126,611,100
July		—		—		—			126,611,100
August		—		—		—			126,611,100
September		—		—		—			126,611,100
October		—		—		—			126,611,100
November		750,000		8.54		750,000			125,861,100
December		—		—		—			125,861,100
Total		16,636,805		12.45		16,636,805

¹   1,720,000 of the shares purchased were under the authority granted at the Annual General Meeting on 7 June 2017.

ITEM 16F. CHANGE IN REGISTRANT’S CERTIFYING ACCOUNTANT

Not applicable.

ITEM 16G. CORPORATE GOVERNANCE

The Company’s ADSs are listed on the NYSE. In general, under Section 303A.11 of the NYSE’s Listed Company Manual, foreign private issuers such as WPP listed on the NYSE are permitted to follow home country corporate governance practices instead of certain of the corporate governance requirements of Section 303A of the Listed Company Manual.

The following discussion identifies the principal ways that WPP’s corporate governance practices differ from the requirements of Section 303A of the Listed Company Manual:

• Section 303A.03 requires that non-management directors hold regular executive sessions and that the listed company disclose on its website or in its annual report the name of the director presiding at such sessions. The Company’s non-management directors do not hold executive sessions as this is not required under the UK Corporate Governance Code.

• Sections 303A.04 and 303A.05 require that the written charters of the nominating/corporate governance committee and the compensation committee each require that the committee consist entirely of independent directors. While all current members of the Company’s Nomination and Governance Committee and Compensation Committee are independent, the terms of reference of these committees require, consistent with the UK Corporate Governance Code, that only a majority of the members of each committee be independent.

77

• Section 303A.05 requires that compensation committees have authority to retain compensation consultants, legal counsel and other advisers at the issuer’s expense, and that they consider specific factors before doing so. Section 303A.05 also requires that a compensation committee’s written charter cover the preparation of disclosure required of domestic issuers by Item 407(e)(5) of Regulation S-K and delegation of the committee’s duties to one or more subcommittees. The terms of reference of the Company’s Compensation Committee give the committee the authority to obtain outside legal assistance and any professional advice, at the Company’s expense, as the committee considers necessary for the discharge of its responsibilities, but do not specifically require the committee to consider the factors listed in Section 303A.05. The committee’s terms of reference also do not cover the preparation of the Item 407(e)(5) disclosure or delegation of the committee’s duties to subcommittees.

• Section 303A.07 requires that terms of reference of a listed company’s audit committee cover the preparation of disclosure required of domestic issuer by Item 407(d)(3) of Regulation S-K and require that the committee meet separately with management. The terms of reference of the Company’s Audit Committee do not cover these matters, although they do require that the committee meet separately with the auditors and the head of the Company’s internal audit team.

• Section 303A.08 requires that listed companies obtain shareholder approval before a stock option or purchase plan is established or materially revised or other equity compensation arrangement is made or materially revised pursuant to which stock may be acquired by directors, employees or other service providers of the listed company, subject to certain exceptions. The Company seeks share owner approval for the adoption or amendment of stock plans or stock purchase plans only as required by the Articles of Association of the Company, the Listing Rules of the UK Listing Authority (the Listing Rules) and the laws of Jersey.

Subject to the exceptions permitted in the Listing Rules, this involves seeking share owner approval to any such plan that falls into either of the following categories (as defined in the Listing Rules):

(a) an employees’ share scheme if the scheme involves or may involve the issue of new shares or the transfer of treasury shares; and

(b) a long-term incentive plan in which one or more directors of the Company is eligible to participate and to material amendments of that plan to the extent required by the plan’s rules. In this context, it should be noted that the provisions of the rules relating to whether amendments to the plan rules must be approved by share owners must themselves be drafted to ensure compliance with the Listing Rules.

• Section 303A.09 requires that listed companies adopt corporate governance guidelines that cover certain specified matters. The Company follows the UK Corporate Governance Code, which covers all of the matters specified in Section 303A.09 (and more). As is customary for UK companies, the Company states its compliance with the Code on an annual basis rather than adopting the elements of the Code as a separate written policy.

• Section 303A.12 requires that each listed company must provide certain certifications of compliance with the NYSE corporate governance rules annually. The Company complies instead with the requirements of the UK Corporate Governance Code in this regard.

ITEM 16H. MINE SAFETY DISCLOSURE

Not applicable.

78

PART III

ITEM 17. FINANCIAL STATEMENTS

Not applicable.

ITEM 18. FINANCIAL STATEMENTS

The consolidated financial statements of WPP plc at 31 December 2018 and 2017 and for the years ending 31 December 2018, 2017 and 2016 are included in this report beginning on page F-1.

ITEM 19. EXHIBITS

Exhibit No.	Exhibit Title
1.1	Memorandum and Articles of Association of WPP plc (incorporated herein by reference to Exhibit 1 to the Registrant’s Report on Form 6-K filed on 2 January 2013).
2.1	Deposit Agreement dated as of 2  January 2013 among the Registrant, Citibank, N.A. as Depositary, and all holders and beneficial owners from time to time of American Depositary Receipts issued thereunder (incorporated herein by reference to Exhibit 99(A)(I) to the Registrant’s Registration Statement on Form F-6EF filed on 31 December 2012).
2.2	Restricted ADS Letter Agreement dated as of 2  January 2013 between the Registrant and Citibank, N.A., as Depositary (incorporated herein by reference to Exhibit 99(A)(II) to the Registrant’s Registration Statement on Form F-6EF filed on 31  December 2012).
2.3	Agreement of Registrant to file, if requested by the Securities and Exchange Commission, instruments relating to $812.4 million of 4.75% Senior Notes due 2021 (incorporated herein by reference to Exhibit 2.22 of the Registrant’s Annual Report on Form 20-F for the year ended 31 December 2011).
2.4	Agreement of Registrant to file, if requested by the Securities and Exchange Commission, instruments relating to U.S.$500,000,000 3.625% Guaranteed Senior Notes due September 2022 and $300,000,000 5.125% Guaranteed Senior Notes due 2042 (incorporated herein by reference to Exhibit 2.15 of the Registrant’s Annual Report on Form 20-F filed for the year ended 31 December 2012).
2.5	Agreement of Registrant to file, if requested by the Securities and Exchange Commission, instruments relating to U.S.$500,000,000 5.625% Guaranteed Senior Notes due November 2043 (incorporated herein by reference to Exhibit 2.14 of the Registrant’s Annual Report on Form 20-F filed for the year ended 31 December 2013).
2.6	Agreement of Registrant to file, if requested by the Securities and Exchange Commission, instruments relating to €750  million of 3.00% Fixed Rate Senior Notes due November 2023 (incorporated herein by reference to Exhibit 2.15 of the Registrant’s Annual Report on Form 20-F filed for the year ended 31 December  2013).
2.7	Agreement of Registrant to file, if requested by the Securities and Exchange Commission, instruments relating to $750,000,000 of 3.750% Senior Notes Due 2024 (incorporated herein by reference to Exhibit 2.13 of the Registrant’s Annual Report on Form 20-F for the year ended 31 December 2014).
2.8	Agreement of Registrant to file, if requested by the Securities and Exchange Commission, instruments relating to €750,000,000 of 2.250% of Senior Notes Due 2026 (incorporated herein by reference to Exhibit 2.14 of the Registrant’s Annual Report on Form 20-F for the year ended 31 December 2014).

79

Exhibit No.	Exhibit Title
2.9	Agreement of Registrant to file, if requested by the Securities and Exchange Commission, instruments relating to €600  million of 1.625% Notes due March 2030 (incorporated herein by reference to Exhibit 2.15 of the Registrant’s Annual Report on Form 20-F for the year ended 31 December 2014).
2.10	Agreement of Registrant to file, if requested by the Securities and Exchange Commission, instruments relating to €600  million of 0.75% Notes due November 2019 (incorporated herein by reference to Exhibit 2.16 of the Registrant’s Annual Report on Form 20-F for the year ended 31 December 2015).
2.11	Agreement of Registrant to file, if requested by the Securities and Exchange Commission, instruments relating to £400 million of 2.875% Notes due September 2046 (incorporated herein by reference to Exhibit 2.14 of the Registrant’s Annual Report on Form 20-F for the year ended 31 December 2016).
2.12	Agreement of Registrant to file, if requested by the Securities and Exchange Commission, instruments relating to €250  million of senior bonds due May 2020 that pay a coupon of 3 month EURIBOR plus 0.32% (incorporated herein by reference to Exhibit 2.15 of the Registrant’s Annual Report on Form 20-F for the year ended 31 December 2017).
2.13	Agreement of Registrant to file, if requested by the Securities and Exchange Commission, instruments relating to €250  million of guaranteed senior bonds due March 2022 that pay a coupon of 3 month EURIBOR plus 0.45% (incorporated herein by reference to Exhibit 2.16 of the Registrant’s Annual Report on Form 20-F for the year ended 31 December 2017).
2.14	Agreement of Registrant to file, if requested by the Securities and Exchange Commission, instruments relating to €500  million of 1.375% guaranteed senior bonds due March 2025 (incorporated herein by reference to Exhibit 2.17 of the Registrant’s Annual Report on Form 20-F for the year ended 31 December 2017).
2.15	Agreement of Registrant to file, if requested by the Securities and Exchange Commission, instruments relating to an A$547 million and NZ$3  million Syndicated Facility Agreement entered into by WPP AUNZ Limited, dated 26 June 2018.*
2.16	U.S. $2,500,000,000 Revolving Credit Facility Agreement, dated 15  March 2019, by and among WP CP LLC, WPP Finance Co. Limited and WPP CP Finance plc, as Borrowers, and the Guarantors, Facility Agent, Swingline Agent, Bookrunners and Lenders thereto.*
4.1	J. Walter Thompson Company, Inc. Retained Benefit Supplemental Employee Retirement Plan (incorporated herein by reference to Exhibit 4.9 to the Registrant’s Annual Report on Form 20-F for the year ended 31 December 2000).
4.2	Young  & Rubicam Inc. Deferred Compensation Plan (incorporated herein by reference to Exhibit 10.26 to Young  & Rubicam’s Registration Statement on Form S-1 (File No. 333-46929)).
4.3	Amendment No. 2 to Young  & Rubicam Inc. Deferred Compensation Plan effective as of 1 January 1999 (incorporated herein by reference to Exhibit 10.27 to Young  & Rubicam’s Annual Report on Form 10-K for the year ended 31 December 1998).
4.4	Young  & Rubicam Inc. Executive Income Deferral Program (incorporated herein by reference to Exhibit 4.19 to the Registrant’s Annual Report on Form 20-F for the year ended 31 December 2000).
4.5	Ogilvy  & Mather ERISA Excess Plan Summary Plan Description (incorporated herein by reference to Exhibit 4.12 of the Registrant’s Annual Report on Form 20-F for the year ended 31 December 2008).
4.6	Ogilvy  & Mather Executive Savings Plan Summary Plan Description, in connection with a 25% matching contribution (incorporated herein by reference to Exhibit 4.13 of the Registrant’s Annual Report on Form 20-F for the year ended 31 December 2008).

80

Exhibit No.	Exhibit Title
4.7	Ogilvy  & Mather Executive Savings Plan Summary Plan Description, in connection with a 50% matching contribution (incorporated herein by reference to Exhibit 4.14 of the Registrant’s Annual Report on Form 20-F for the year ended 31 December 2008).
4.8	Ogilvy  & Mather Deferred Compensation Plan Summary Plan Description (incorporated herein by reference to Exhibit 4.15 of the Registrant’s Annual Report on Form 20-F for the year ended 31 December 2008).
4.9	WPP Executive Stock Option Plan, as amended through 12  November 2012 (incorporated herein by reference to Exhibit 4.9 of the Registrant’s Annual Report on Form 20-F filed for the year ended 31 December 2012).
4.10	WPP plc Restricted Stock Plan, as amended through 12  November 2012 (incorporated herein by reference to Exhibit 4.10 of the Registrant’s Annual Report on Form 20-F filed for the year ended 31 December 2012).
4.11	WPP 2005 Executive Stock Option Plan, as amended through 12  November 2012 (incorporated herein by reference to Exhibit 4.11 of the Registrant’s Annual Report on Form 20-F filed for the year ended 31 December 2012).
4.12	WPP plc Annual Bonus Deferral Programme, as amended through 12  November 2012 (incorporated herein by reference to Exhibit 4.12 of the Registrant’s Annual Report on Form 20-F filed for the year ended 31 December 2012).
4.13	GroupM Executive Savings Plan Summary Plan Description (incorporated herein by reference to Exhibit 4.24 of the Registrant’s Annual Report on Form 20-F for the year ended 31 December 2008).
4.14	WPP 2008 Executive Stock Option Plan, as amended through 12  November 2012 (incorporated herein by reference to Exhibit 4.14 of the Registrant’s Annual Report on Form 20-F filed for the year ended 31 December 2012).
4.15	Service Agreement in the USA, dated 30  April 2009, between WPP Group USA, Inc. and Paul W.G. Richardson (incorporated herein by reference to Exhibit 4.30 of the Registrant’s Annual Report on Form 20-F for the year ended 31  December 2008).
4.16	Director’s appointment agreement, dated 21  November 2008, between WPP plc and Paul Richardson (incorporated herein by reference to Exhibit 4.31 of the Registrant’s Annual Report on Form 20-F for the year ended 31 December 2008).
4.17	Supplemental Retirement Agreement, dated as of 1  July 2008, by and between WPP Group USA, Inc. and Paul Richardson (incorporated herein by reference to Exhibit 4.34 of the Registrant’s Annual Report on Form 20-F for the year ended 31  December 2008).
4.18	Amendment dated 19  November 2008 to Supplemental Retirement Agreement, dated as of 1 July 2008, by and between WPP Group USA, Inc. and Paul Richardson (incorporated herein by reference to Exhibit 4.35 of the Registrant’s Annual Report on Form 20-F for the year ended 31 December 2008).
4.19	Grey Advertising Inc. Senior Executive Officer Post-Employment Compensation Plan (incorporated herein by reference to Exhibit 4.40 of the Registrant’s Annual Report on Form 20-F for the year ended 31 December 2008).
4.20	Amendment No.  1 to the Grey Advertising Inc. Senior Executive Officer Post-Employment Compensation Plan, effective as of January 1, 2009 (incorporated herein by reference to Exhibit 4.41 of the Registrant’s Annual Report on Form 20-F for the year ended 31 December 2008).
4.21	Amendment No.  1 to the J. Walter Thompson Retained Benefit Supplemental Employee Retirement Plan, effective as of January  1, 2009 (incorporated herein by reference to Exhibit 4.42 of the Registrant’s Annual Report on Form 20-F for the year ended 31 December 2008).

81

Exhibit No.	Exhibit Title
4.22	Second Amendment, dated 22  June 2011, to Supplemental Retirement Agreement, dated as of 1 July 2008, by and between WPP Group USA, Inc. and Paul Richardson (incorporated herein by reference to Exhibit 4.41 to the Registrant’s Annual Report on Form 20-F for the year ended 31 December 2011).
4.23	WPP 2012 Executive Stock Option Plan (incorporated herein by reference to Exhibit 4.32 of the Registrant’s Annual Report on Form 20-F filed for the year ended 31 December 2012).
4.24	WPP plc Executive Performance Share Plan (incorporated herein by reference to Exhibit 4.33 of the Registrant’s Annual Report on Form 20-F filed for the year ended 31 December 2013).
4.25	WPP Share Option Plan 2015 (incorporated herein by reference to Exhibit 4.32 of the Registrant’s Annual Report on Form 20-F for the year ended 31 December 2016).
4.26	Service Agreement, dated 3 September 2018, between WPP 2005 Limited and Mark Read.*
4.27	The WPP plc Stock Plan 2018.*
8.1	List of subsidiaries.*
12.1	Certification of principal executive.*
12.2	Certification of principal financial officer.*
13.1	Certification of principal executive under 18 U.S.C. Section 1350.*
13.2	Certification of principal financial officer under 18 U.S.C. Section 1350.*
14.1	Consent of Independent Registered Public Accounting Firm (for WPP plc and subsidiaries).*
101.INS	XBRL Instance Document*
101.SCH	XBRL Taxonomy Extension Schema Linkbase Document*
101.CAL	XBRL Taxonomy Extension Calculation Linkbase Document*
101.DEF	XBRL Taxonomy Extension Definition Linkbase Document*
101.LAB	XBRL Taxonomy Extension Label Linkbase Document*
101.PRE	XBRL Taxonomy Extension Presentation Linkbase Document*

* Filed herewith.

82

Signatures

The Registrant hereby certifies that it meets all of the requirements for filing on Form 20-F and that it has duly caused and authorized the undersigned to sign this annual report on its behalf.

WPP plc
By:	/s/ Paul W.G. Richardson
	Paul W.G. Richardson Group Finance Director
	26 April 2019

83

Item 18

INDEX TO FINANCIAL STATEMENTS

Financial Statement Number			Page
	A.	Financial Statements of WPP plc as at 31 December 2018 and 2017 and for the years ended 31 December 2018, 2017 and 2016
		(i)  Report of Independent Registered Public Accounting Firm		F-1
		(ii)  Accounting policies		F-2
		(iii)  Consolidated income statement for the years ended 31  December 2018, 2017, 2016		F-11
		(iv)  Consolidated statement of comprehensive income for the years ended 31  December 2018, 2017, 2016		F-12
		(v)  Consolidated cash flow statement for the years ended 31  December 2018, 2017, 2016		F-13
		(vi)  Consolidated balance sheet at 31 December 2018, 2017		F-14
		(vii)  Consolidated statement of changes in equity for the years ended 31  December 2018, 2017, 2016		F-15
		(viii)  Notes to the consolidated financial statements		F-16

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the shareholders and the Board of Directors of WPP plc

Opinion on the Financial Statements

We have audited the accompanying consolidated balance sheets of WPP plc and subsidiaries (the “Company”) as at 31 December 2018 and 2017, and the related consolidated income statements, consolidated statements of comprehensive income, consolidated cash flow statements, and consolidated statements of changes in equity for each of the three years in the period ended 31 December 2018 and the related notes (collectively referred to as the “financial statements”). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as at 31 December 2018 and 2017, and the results of its operations and its cash flows for each of the three years in the period ended 31 December 2018, in conformity with International Financial Reporting Standards as issued by the International Accounting Standards Board.

We have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the Company’s internal control over financial reporting as at 31 December 2018, based on criteria established in Internal Control — Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission and our report dated 26 April 2019, expressed an unqualified opinion on the Company’s internal control over financial reporting.

Change in Accounting Principle

As discussed in the accounting policies of the financial statements, the Company has changed its method of accounting for revenue from contracts with customers for each of the three years in the period ended 31 December 2018 due to the adoption of International Financial Reporting Standard 15 Revenue from Contracts with Customers.

Basis for Opinion

These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’s financial statements based on our audits. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion.

/s/ Deloitte LLP

Deloitte LLP

London, United Kingdom

26 April 2019

We have served as the Company’s auditor since 2002.

F-1

2018 financial statements

Accounting policies

The consolidated financial statements of WPP plc and its subsidiaries (the Group) for the year ended 31 December 2018 have been prepared in accordance with International Financial Reporting Standards (IFRS) as issued by the International Accounting Standards Board as they apply to the financial statements of the Group for the year ended 31 December 2018.

Basis of preparation

The consolidated financial statements have been prepared under the historical cost convention, except for the revaluation of certain financial instruments. The principal accounting policies are set out below.

The financial statements were approved by the Board of Directors and authorized for issue on 26 April 2019

Basis of consolidation

The consolidated financial statements include the results of the Company and all its subsidiary undertakings made up to the same accounting date. All intra-Group balances, transactions, income and expenses are eliminated in full on consolidation. The results of subsidiary undertakings acquired or disposed of during the period are included or excluded from the consolidated income statement from the effective date of acquisition or disposal.

New IFRS accounting pronouncements

At the date of authorisation of these financial statements, the following Standards, which have not been applied in these financial statements, were in issue but not yet effective:

• IFRS 16 Leases; and

• IFRIC 23 Uncertainty over Income Tax Treatments.

IFRS 16 is effective from 1 January 2019. The standard eliminates the classification of leases as either operating or finance leases and introduces a single accounting model. Lessees will be required to recognise a right-of-use asset and related lease liability for the majority of their operating leases and show depreciation of leased assets and interest on lease liabilities separately in the income statement. IFRS 16 will require the Group to recognise substantially all of its operating leases on the balance sheet.

The Group will adopt IFRS 16 effective 1 January 2019 on a modified retrospective basis and apply the standard retrospectively with the cumulative effect of initially applying the standard recognised at the date of initial application as an adjustment to retained earnings. Accordingly, prior year financial information will not be restated and will continue to be reported under IAS 17 Leases. The right-of-use asset and lease liability will initially be measured at the present value of the remaining lease payments, with the right-of-use asset being subject to certain adjustments. The estimated right-of-use asset and lease liability recorded on the balance sheet as of 1 January 2019 will be approximately £2.0 billion to £2.5 billion. Depreciation of the right-of-use asset and recognition of interest on the lease liability in the income statement will replace amounts recognised as rent expense under IAS 17, resulting in an estimated increase to operating margin of approximately 0.4 to 0.6 margin points and an estimated decrease to diluted earnings per share of approximately 1.3p to 1.6p.

IFRIC 23 is effective from 1 January 2019. The Group does not consider that this Standard will have a significant impact on the financial statements of the Group.

In the current year, the following Standards and Interpretations became effective:

• IFRS 9 Financial Instruments; and

• IFRS 15 Revenue from Contracts with Customers.

Impact of the Adoption of IFRS 9 Financial Instruments

The Group has adopted IFRS 9 Financial Instruments from 1 January 2018 which resulted in the movements in fair value of certain equity investments previously designated as ‘available-for-sale’ being designated as fair value through other comprehensive income or fair value through profit or loss. The cumulative movements in fair value taken to equity up to 31 December 2017 for these investments have been transferred from other reserves to retained earnings, resulting in an increase in retained earnings of £407.4 million and a corresponding decrease in other reserves.

Amounts classified as loans and receivables under IAS 39 Financial Instruments: Recognition and Measurement have been reclassified to amortised cost under IFRS 9. Further details on reclassification are set out in note 24.

The requirement under IFRS 9 to use an expected loss method of impairment of financial assets did not have a material effect on the Group due to the short-term nature of the Group’s trade and other receivables, which are mainly due from large national or multinational companies.

The Group continues to apply the hedge accounting requirements of IAS 39, as permitted by IFRS 9.

F-2

Accounting policies (continued)

Comparatives have not been restated in accordance with the transitional guidance in IFRS 9 and the cumulative impact of adopting the standard on reserves at 1 January 2018 is shown in the consolidated statement of changes in equity.

Impact of the Adoption of IFRS 15 Revenue from Contracts with Customers

The Group has adopted IFRS 15 Revenue from Contracts with Customers from 1 January 2018 which resulted in changes in certain aspects of our accounting policies and adjustments to the amounts recognised in the financial statements. In accordance with the transition provisions in IFRS 15, the Group has adopted the new rules retrospectively and has restated comparatives for each prior year presented in the consolidated financial statements.

The new standard establishes a five-step model where consideration received or expected to be received is recognised as revenue when contractual performance obligations are satisfied by transferring control of the relevant goods or services to the customer. Adopting IFRS 15 did not have a significant impact on the timing of the Group’s revenue recognition nor on the Group’s equity.

However, for certain of our contracts, the adoption of IFRS 15 resulted in a change in our accounting for certain third-party costs. Third-party costs are included in revenue when the Group acts as principal with respect to the services provided to the client and are excluded when the Group acts as agent. Under IFRS 15, the principal versus agent assessment is based on whether the Group controls the relevant services before they are transferred to the client. As a result of the adoption of IFRS 15, there was an increase in third-party costs included in revenue and costs of services. This change increased revenue and costs of services by the same amount and therefore had no impact on gross profit or operating profit.

The following table summarises the impact of adopting IFRS 15 on the Group’s consolidated income statement for the years ended 31 December 2017 and 2016.

	Year ended 31 December 2017									Year ended 31 December 2016
£ million	As previously reported			IFRS 15 adjustments			As restated			As previously reported			IFRS 15 adjustments			As restated
Revenue		15,265.4			538.8			15,804.2			14,388.9			498.4			14,887.3
Costs of services		(12,090.2	)		(538.8	)		(12,629.0	)		(11,348.1	)		(498.4	)		(11,846.5	)
Gross profit		3,175.2			–			3,175.2			3,040.8			–			3,040.8

Work in progress includes outlays incurred on behalf of clients, including production costs, and other third-party costs that have not yet been billed and are considered receivables under IFRS 15. As such, £401.1 million of ‘Work in progress’ has been reclassified as ‘Trade and other receivables’ as of 31 December 2017. Other than this reclassification, the impact of the adoption of IFRS 15 on the consolidated balance sheet, consolidated cash flow statement, consolidated statement of changes in equity and earnings per share was immaterial.

Goodwill and other intangible assets

Intangible assets comprise goodwill, certain acquired separable corporate brand names, acquired customer relationships, acquired proprietary tools and capitalised computer software not integral to a related item of hardware.

Goodwill represents the excess of fair value attributed to investments in businesses or subsidiary undertakings over the fair value of the underlying net assets, including intangible assets, at the date of their acquisition.

Goodwill impairment reviews are undertaken annually or more frequently if events or changes in circumstances indicate a potential impairment. The carrying value of goodwill is compared to the net present value of future cash flows derived from the underlying assets using a projection period of up to five years for each cash-generating unit. After the projection period a steady growth rate representing an appropriate long-term growth rate for the industry is applied. Any impairment is recognised immediately as an expense and is not subsequently reversed.

Corporate brand names, customer relationships and proprietary tools acquired as part of acquisitions of businesses are capitalised separately from goodwill as intangible assets if their value can be measured reliably on initial recognition and it is probable that the expected future economic benefits that are attributable to the asset will flow to the Group.

F-3

Accounting policies (continued)

Certain corporate brands of the Group are considered to have an indefinite economic life because of the institutional nature of the corporate brand names, their proven ability to maintain market leadership and profitable operations over long periods of time and the Group’s commitment to develop and enhance their value. The carrying value of these intangible assets is reviewed at least annually for impairment and adjusted to the recoverable amount if required.

Amortisation is provided at rates calculated to write off the cost less estimated residual value of each asset on a straight-line basis over its estimated useful life as follows:

• Brand names (with finite lives) – 10-20 years.

• Customer-related intangibles – 3-10 years.

• Other proprietary tools – 3-10 years.

• Other (including capitalised computer software) – 3-5 years.

Contingent consideration

Contingent consideration is accounted for in accordance with IFRS 3 Business Combinations. Contingent consideration only applies to situations where contingent payments are not dependent on future employment of vendors and any such payments are expensed when they relate to future employment.

Future anticipated payments to vendors in respect of contingent consideration (earnout agreements) are initially recorded at fair value which is the present value of the expected cash outflows of the obligations. The obligations are dependent on the future financial performance of the interests acquired (typically over a four- to five-year period following the year of acquisition) and assume the operating companies improve profits in line with Directors’ estimates. The Directors derive their estimates from internal business plans together with financial due diligence performed in connection with the acquisition.

Subsequent adjustments to the fair value are recorded in the consolidated income statement within revaluation of financial instruments.

Property, plant and equipment

Property, plant and equipment are shown at cost less accumulated depreciation and any provision for impairment with the exception of freehold land which is not depreciated. The Group assesses the carrying value of its property, plant and equipment to determine if any impairment has occurred. Where this indicates that an asset may be impaired, the Group applies the requirements of IAS 36 Impairment of Assets in assessing the carrying amount of the asset. This process includes comparing its recoverable amount with its carrying value. Depreciation is provided at rates calculated to write off the cost less estimated residual value of each asset on a straight-line basis over its estimated useful life, as follows:

• Freehold buildings – 50 years.

• Leasehold land and buildings – over the term of the lease or life of the asset, if shorter.

• Fixtures, fittings and equipment – 3-10 years.

• Computer equipment – 3-5 years.

Interests in associates and joint ventures

An associate is an entity over which the Group has significant influence. In certain circumstances, significant influence may be represented by factors other than ownership and voting rights, such as representation on the Board of Directors.

The Group’s share of the profits less losses of associate undertakings net of tax, interest and non-controlling interests is included in the consolidated income statement and the Group’s share of net assets is shown within interests in associates in the consolidated balance sheet. The Group’s share of the profits less losses and net assets is based on current information produced by the undertakings, adjusted to conform with the accounting policies of the Group.

The Group assesses the carrying value of its associate undertakings to determine if any impairment has occurred. Where this indicates that an investment may be impaired, the Group applies the requirements of IAS 36 in assessing the carrying amount of the investment. This process includes comparing its recoverable amount with its carrying value.

The Group accounts for joint venture investments under the equity method which is consistent with the Group’s treatment of associates.

Other investments

The Group has adopted IFRS 9 Financial Instruments from 1 January 2018 which resulted in the movements in fair value of certain equity investments previously designated as ‘available-for-sale’ being designated as fair value through other comprehensive income or fair value through profit or loss. Further details on reclassifications are set out in note 24. Movements in fair value through

F-4

Accounting policies (continued)

profit or loss are recorded in the consolidated income statement within revaluation of financial instruments.

Accrued and deferred income

Accrued income is a contract asset and is recognised when a performance obligation has been satisfied but has not yet been billed. Contract assets are transferred to receivables when the right to consideration is unconditional and billed per the terms of the contractual agreement.

In certain cases, payments are received from customers prior to satisfaction of performance obligations and recognised as deferred income. These balances are considered contract liabilities and are typically related to prepayments for third party expenses that are incurred shortly after billing.

Trade receivables and work in progress

Trade receivables are stated net of provisions for bad and doubtful debts. The Group has adopted IFRS 9 Financial Instruments from 1 January 2018 which requires an expected loss method of impairment of financial assets to be used. The implementation of this did not have a material impact on the Group.

The Group has applied the simplified approach to measuring expected credit losses, as permitted by IFRS 9. Therefore the Group does not track changes in credit risk, but recognises a loss allowance based on the financial asset’s lifetime expected credit loss. The Group measures expected credit losses based on the ageing of the receivable, based on the Group’s historical experience and informed credit assessment. The Group considers a loss allowance to be required for 50% of all invoices aged 180 days to 1 year and 100% of all invoices aged over 1 year, with adjustments where there is specific information to indicate that recoverability of the balance is likely. Further credit losses are recognised where the Group has information that indicates it is unlikely to recover balances in full.

Further details on provisions for bad and doubtful debts are provided in note 16.

Work in progress includes outlays incurred on behalf of clients, including production costs, and other third-party costs that have not yet been billed and are considered receivables under IFRS 15 Revenue from Contracts with Customers.

Foreign currency and interest rate hedging

The Group’s policy on interest rate and foreign exchange rate management sets out the instruments and methods available to hedge interest and currency risk exposures and the control procedures in place to ensure effectiveness.

The Group uses derivative financial instruments to reduce exposure to foreign exchange risk and interest rate movements. The Group does not hold or issue derivative financial instruments for speculative purposes.

Derivatives are initially recognised at fair value at the date a derivative contract is entered into and are subsequently remeasured to their fair value at each balance sheet date. The resulting gain or loss is recognised in profit or loss immediately unless the derivative is designated and effective as a hedging instrument, in which event the timing of the recognition in profit or loss depends on the nature of the hedge relationship.

At the inception of the hedge relationship the entity documents the relationship between the hedging instrument and hedged item, along with its risk management objectives and its strategy for undertaking various hedge transactions. Furthermore, at the inception of the hedge and on an ongoing basis, the Group documents whether the hedging instrument that is used in a hedging relationship is highly effective in offsetting changes in fair values or cash flows of the hedged item.

Note 24 contains details of the fair values of the derivative instruments used for hedging purposes.

Changes in the fair value of derivatives that are designated and qualify as fair value hedges are recorded in profit or loss immediately, together with any changes in the fair value of the hedged item that is attributable to the hedged risk.

The effective portion of changes in the fair value of derivatives that are designated and qualify as cash flow or net investment hedges is recognised in other comprehensive income and deferred in equity. The gain or loss relating to the ineffective portion is recognised immediately in profit or loss. Amounts deferred in equity are recycled in profit or loss in the periods when the hedged item is recognised in profit or loss. However, when the forecast transaction that is hedged results in the recognition of a non-financial asset or a non-financial liability, the gains and losses previously deferred in equity are transferred from equity and included in the initial measurement of the cost of the asset or liability.

Hedge accounting is discontinued when the hedging instrument expires or is sold, terminated, or exercised, or no longer qualifies for hedge accounting. At that time, any cumulative gain or loss on the hedging instrument recognised in equity is retained in equity until the forecast transaction occurs. If a hedged transaction is no longer

F-5

Accounting policies (continued)

expected to occur, the net cumulative gain or loss recognised in equity is transferred to net profit or loss for the period.

Derivatives embedded in other financial instruments or other host contracts are treated as separate derivatives when their risks and characteristics are not closely related to those of host contracts and the host contracts are not carried at fair value with unrealised gains or losses reported in the consolidated income statement.

Liabilities in respect of option agreements

Option agreements that allow the Group’s equity partners to require the Group to purchase a non-controlling interest are treated as derivatives over equity instruments and are recorded in the consolidated balance sheet initially at the present value of the redemption amount in accordance with IAS 32 Financial Instruments: Presentation and subsequently measured at fair value in accordance with IFRS 9 Financial Instruments. The movement in the fair value is recognised as income or expense within revaluation of financial instruments in the consolidated income statement.

Derecognition of financial liabilities

In accordance with IFRS 9 Financial Instruments, a financial liability of the Group is only released to the consolidated income statement when the underlying legal obligation is extinguished.

Debt

Interest-bearing debt is recorded at the proceeds received, net of direct issue costs.

Borrowing costs

Finance costs of borrowing are recognised in the consolidated income statement over the term of those borrowings.

Revenue recognition

The Group is a leading worldwide creative transformation organisation offering national and multinational clients a comprehensive range of communications, experience, commerce and technology services. Contracts often involve multiple agencies offering different services in different countries. As such, the terms of local, regional and global contracts can vary to meet client needs and regulatory requirements. Consistent with the industry, contracts are typically short-term in nature and tend to be cancellable by either party with 90 days notice. The Group is generally entitled to payment for work performed to date.

The Group is generally paid in arrears for its services. Invoices are typically payable within 30 to 60 days. Revenue comprises commissions and fees earned in respect of amounts billed and is stated exclusive of VAT, sales taxes and trade discounts. Pass-through costs comprise fees paid to external suppliers when they are engaged to perform part or all of a specific project and are charged directly to clients, predominantly media and data collection costs. Costs to obtain a contract are typically expensed as incurred as the contracts are generally short-term in nature.

In most instances, promised services in a contract are not considered distinct or represent a series of services that are substantially the same with the same pattern of transfer to the customer and, as such, are accounted for as a single performance obligation. However, where there are contracts with services that are capable of being distinct, are distinct within the context of the contract, and are accounted for as separate performance obligations, revenue is allocated to each of the performance obligations based on relative standalone selling prices.

Revenue is recognised when a performance obligation is satisfied, in accordance with the terms of the contractual arrangement. Typically performance obligations are satisfied over time as services are rendered. Revenue recognised over time is based on the proportion of the level of service performed. Either an input method or an output method, depending on the particular arrangement, is used to measure progress for each performance obligation. For most fee arrangements, costs incurred are used as an objective input measure of performance. The primary input of substantially all work performed under these arrangements is labour. There is normally a direct relationship between costs incurred and the proportion of the contract performed to date. In other circumstances relevant output measures, such as the achievement of any project milestones stipulated in the contract, are used to assess proportional performance.

For our retainer arrangements, we have a stand ready obligation to perform services on an ongoing basis over the life of the contract. The scope of these arrangements are broad and generally are not reconcilable to another input or output criteria. In these instances, revenue is recognised using a time-based method resulting in straight-line revenue recognition.

The amount of revenue recognised depends on whether we act as an agent or as a principal. Certain arrangements with our clients are such that our responsibility is to arrange for a third party to provide a specified good or

F-6

Accounting policies (continued)

service to the client. In these cases we are acting as an agent as we do not control the relevant good or service before it is transferred to the client. When we act as an agent, the revenue recorded is the net amount retained. Costs incurred with external suppliers (such as production costs and media suppliers) are excluded from revenue and recorded as work in progress until billed.

The Group acts as principal when we control the specified good or service prior to transfer. When the Group acts as a principal (such as in-house production services, events, data investment management and branding), the revenue recorded is the gross amount billed. Billings related to out-of-pocket costs such as travel are also recognised at the gross amount billed with a corresponding amount recorded as an expense.

Further details on revenue recognition are detailed by sector below:

Advertising and Media Investment Management

Revenue is typically derived from media placements and advertising services. Revenue may consist of various arrangements involving commissions, fees, incentive-based revenue or a combination of the three, as agreed upon with each client. Revenue for commissions on purchased media is typically recognised at the point in time the media is run.

The Group receives volume rebates from certain suppliers for transactions entered into on behalf of clients that, based on the terms of the relevant contracts and local law, are either remitted to clients or retained by the Group. If amounts are passed on to clients they are recorded as liabilities until settled or, if retained by the Group, are recorded as revenue when earned.

Variable incentive-based revenue typically comprises both quantitative and qualitative elements. Incentive compensation is estimated using the most likely amount and is included in revenue up to the amount that is highly probable not to result in a significant reversal of cumulative revenue recognised. The Group recognises incentive revenue as the related performance obligation is satisfied.

Data Investment Management

Revenue for market research services is typically recognised over time based on input measures. For certain performance obligations, output measures such as the percentage of interviews completed, percentage of reports delivered to a client and the achievement of any project milestones stipulated in the contract are used to measure progress.

While most of the studies provided in connection with the Group’s market research contracts are undertaken in response to an individual client’s or group of clients’ specifications, in certain instances a study may be developed as an off-the-shelf product offering sold to a broad client base. For these transactions, revenue is recognised when the product is delivered. When the terms of the transaction provide for licensing the right to access a product on a subscription basis, revenue is recognised over the subscription period, typically on a straight-line basis.

Public Relations & Public Affairs and Brand Consulting, Health & Wellness and Specialist Communications

Revenue for these services is typically derived from retainer fees and fees for services to be performed subject to specific agreement. Most revenue under these arrangements is earned over time, in accordance with the terms of the contractual arrangement.

Taxation

Corporate taxes are payable on taxable profits at current rates. The tax expense represents the sum of the tax currently payable and deferred tax.

The Group is subject to corporate taxes in a number of different jurisdictions and judgement is required in determining the appropriate provision for transactions where the ultimate tax determination is uncertain. In such circumstances, the Group recognises liabilities for anticipated taxes based on the best information available and where the anticipated liability is both probable and estimable, liabilities are classified as current. Any interest and penalties accrued are included in corporate income taxes both in the consolidated income statement and balance sheet. Where the final outcome of such matters differs from the amount recorded, any differences may impact the income tax and deferred tax provisions in the period in which the final determination is made.

The tax laws that apply to the Group’s subsidiaries may be amended by the relevant tax authorities. Such potential amendments are regularly monitored and adjustments are made to the Group’s tax liabilities and deferred tax assets and liabilities where necessary.

The tax currently payable is based on taxable profit for the year. Taxable profit differs from net profit as reported in the consolidated income statement because it excludes items of income or expense that are taxable or deductible in other years and it further excludes items that are never taxable or deductible. The Group’s liability for current tax

F-7

Accounting policies (continued)

is calculated using tax rates that have been enacted or substantively enacted by the balance sheet date.

Deferred tax is the tax expected to be payable or recoverable on differences between the carrying amounts of assets and liabilities in the financial statements and the corresponding tax bases used in the computation of taxable profit, and is accounted for using the balance sheet liability method. Deferred tax liabilities are recognised for all taxable temporary differences unless specifically excepted by IAS 12 Income Taxes. Deferred tax is charged or credited in the consolidated income statement, except when it relates to items charged or credited to other comprehensive income or directly to equity, in which case the deferred tax is also dealt with in other comprehensive income or equity. Deferred tax assets are recognised to the extent that it is probable that taxable profits will be available against which deductible temporary differences can be utilised, which can require the use of accounting estimation and the exercise of judgement. Such assets and liabilities are not recognised if the temporary difference arises from the initial recognition of goodwill or other assets and liabilities (other than in a business combination) in a transaction that affects neither the taxable profit nor the accounting profit.

The carrying amount of deferred tax assets is reviewed at each balance sheet date and reduced to the extent that it is no longer probable that sufficient taxable profits will be available to allow all or part of the asset to be recovered.

Deferred tax liabilities are recognised for taxable temporary differences arising on investments in subsidiaries and associates, and interests in joint ventures, except where the Group is able to control the reversal of the temporary difference and it is probable that the temporary difference will not reverse in the foreseeable future.

Deferred tax assets and liabilities are offset when there is a legally enforceable right to set off current tax assets against current tax liabilities and when they relate to income taxes levied by the same taxation authority and the Group intends to settle its current tax assets and liabilities on a net basis.

Deferred tax is calculated at the tax rates that are expected to apply in the period when the liability is settled or the asset is realised based on enacted or substantively enacted legislation.

Retirement benefit costs

The Group accounts for retirement benefit costs in accordance with IAS 19 Employee Benefits.

For defined contribution plans, contributions are charged to the consolidated income statement as payable in respect of the accounting period.

For defined benefit plans the amounts charged to operating profit are the current service costs, past service costs, administrative expenses and gains and losses on settlements and curtailments. They are included as part of staff costs. Past service costs are recognised immediately in the consolidated income statement when the related plan amendment occurs. Net interest expense is calculated by applying the discount rate to the recognised overall surplus or deficit in the plan.

Actuarial gains and losses are recognised immediately in the consolidated statement of comprehensive income.

Where defined benefit plans are funded, the assets of the plan are held separately from those of the Group, in separate independently managed funds. Pension plan assets are measured at fair value and liabilities are measured on an actuarial basis using the projected unit method and discounted at a rate equivalent to the current rate of return on a high-quality corporate bond of equivalent currency and term to the plan liabilities. The actuarial valuations are obtained at least triennially and are updated at each balance sheet date.

Recognition of a surplus in a defined benefit plan is limited based on the economic gain the Company is expected to benefit from in the future by means of a refund or reduction in future contributions to the plan, in accordance with IAS 19.

Provisions for liabilities and charges

Provisions comprise liabilities where there is uncertainty about the timing of settlement, but where a reliable estimate can be made of the amount. These include provisions for vacant space, sub-let losses and other property-related liabilities. Also included are other provisions, such as certain long-term employee benefits and legal claims, where the likelihood of settlement is considered probable.

Finance leases

Assets held under finance leases are recognised as assets of the Group at the inception of the lease at the lower of their fair value and the present value of the minimum lease payments. Depreciation on leased assets is charged to the consolidated income statement on the same basis as owned assets. Leasing payments are treated as consisting of capital and interest elements and the interest is charged to the consolidated income statement as it is incurred.

F-8

Accounting policies (continued)

Operating leases

Operating lease rentals are charged to the consolidated income statement on a straight-line basis over the lease term. Any premium or discount on the acquisition of a lease is spread over the life of the lease on a straight-line basis.

Translation of foreign currencies

Foreign currency transactions arising from normal trading activities are recorded at the rates in effect at the date of the transaction. Monetary assets and liabilities denominated in foreign currencies at the year-end are translated at the year-end exchange rate. Foreign currency gains and losses are credited or charged to the consolidated income statement as they arise.

The income statements of overseas subsidiary undertakings are translated into pounds sterling at average exchange rates and the year-end net assets of these companies are translated at year-end exchange rates.

Exchange differences arising from retranslation of the opening net assets and on foreign currency borrowings (to the extent that they hedge the Group’s investment in such operations) are reported in the consolidated statement of comprehensive income.

Goodwill and fair value adjustments arising on the acquisition of a foreign entity are treated as assets and liabilities of the foreign entity and translated at the closing rate.

Hyperinflation in Argentina

During 2018, Argentina was designated as a hyperinflationary economy and the financial statements of the Group’s subsidiaries in Argentina have been adjusted for the effects of inflation in accordance with IAS 29 Financial Reporting in Hyperinflationary Economies.

IAS 29 requires that the income statement is adjusted for inflation in the period and translated at the year-end foreign exchange rate and that non-monetary assets and liabilities on the balance sheet are restated to reflect the change in purchasing power caused by inflation from the date of initial recognition. This resulted in an increase in goodwill of £105.8 million and an increase in other intangibles of £19.5 million. The impact on other non-monetary assets and liabilities and the impact on the Group’s income statement in the year were immaterial.

Share-based payments

The Group issues equity-settled share-based payments (including share options) to certain employees and accounts for these awards in accordance with IFRS 2 Share-Based Payment. Equity-settled share-based payments are measured at fair value (excluding the effect of non-market-based vesting conditions) at the date of grant. Details regarding the fair value of equity settled share-based transactions are set out in notes 21 and 25.

The fair value determined at the grant date is recognised in the consolidated income statement as an expense on a straight-line basis over the relevant vesting period, based on the Group’s estimate of the number of shares that will ultimately vest and adjusted for the effect of non-market-based vesting conditions.

Critical judgements and estimation uncertainty in applying accounting policies

Management is required to make key decisions and judgements whilst acknowledging there is estimation uncertainty in the process of applying the Group’s accounting policies. These estimates and judgements are reviewed on an ongoing basis. Where judgement has been applied or estimation uncertainty exists, the key factors taken into consideration are disclosed in the accounting policies and the appropriate note in these financial statements.

The most significant areas of estimation uncertainty include:

• Goodwill: The discounted cash flow methodology employed by the Group when testing for goodwill impairment requires estimates regarding revenue growth, operating margins, discount rates and working capital requirements. Further details of the methodology, discount rates, long-term growth rates and estimates used in relation to the goodwill impairment on VMLY&R in 2018 are set out in note 12.

• Payments due to vendors (earnout agreements) and liabilities in respect of put options: Estimates are required regarding growth rates in deriving future financial performance and discount rates to be applied when measuring the liabilities for earnouts and put options. Further details on growth rates and discount rates and the sensitivity to these estimates are set out in note 24.

• Provision for post-employment benefits: Estimates are required in the accounting for defined benefit pension plans, including establishing discount rates, rates of increase in salaries and pensions in payment, inflation and mortality assumptions. These estimates are made by management based on the advice of qualified advisors. Details of the

F-9

Accounting policies (continued)

assumptions used and the sensitivity of the benefit obligation to these assumptions are set out in note 22.

The most significant areas of judgements include:

• Revenue recognition: Judgement is required regarding the timing of recognition, particularly in relation to media volume income with regards to whether it is required to be passed back to the client and in assessing progress on performance obligations where revenue is recognised over time, particularly in the Group’s Data Investment Management business. Further details are set out in the accounting policy.

• Taxation: Judgement is required in relation to the level of provisions required and the amount of taxes that will be due, particularly given the many countries in which the Group operates. Where the final tax outcome is different from the amounts recorded then such differences may expose the Group to additional tax liabilities or impact the carrying value of deferred tax assets, which would affect the future tax charge. Further details are set out in note 7.

F-10

Consolidated income statement

For the years ended 31 December 2018, 2017, 2016

	Notes		2018 £m			20171 £m			20161 £m
Revenue		2		15,602.4			15,804.2			14,887.3
Costs of services		3		(12,663.5	)		(12,629.0	)		(11,846.5	)
Gross profit				2,938.9			3,175.2			3,040.8
General and administrative costs		3		(1,507.5	)		(1,267.0	)		(977.7	)
Operating profit				1,431.4			1,908.2			2,063.1
Share of results of associates		4		43.5			113.5			49.8
Profit before interest and taxation				1,474.9			2,021.7			2,112.9
Finance income		6		104.8			95.2			80.4
Finance costs		6		(289.3	)		(269.8	)		(254.5	)
Revaluation of financial instruments		6		172.9			262.2			(48.3	)
Profit before taxation				1,463.3			2,109.3			1,890.5
Taxation		7		(323.9	)		(197.0	)		(388.9	)
Profit for the year				1,139.4			1,912.3			1,501.6
Attributable to:
Equity holders of the parent				1,062.9			1,816.6			1,400.1
Non-controlling interests				76.5			95.7			101.5
				1,139.4			1,912.3			1,501.6
Earnings per share
Basic earnings per ordinary share		9		85.2p			144.0p			109.6p
Diluted earnings per ordinary share		9		84.3p			142.4p			108.0p

Notes

The accounting policies on pages F-2 to F-10 and the accompanying notes on pages F-16 to F-56 form an integral part of this consolidated income statement.

¹  Prior year figures have been restated for the impact of the adoption of IFRS 15 Revenue from Contracts with Customers, as described in the accounting policies.

F-11

Consolidated statement of comprehensive income

For the years ended 31 December 2018, 2017, 2016

	2018 £m			2017 £m			2016 £m
Profit for the year		1,139.4			1,912.3			1,501.6
Items that may be reclassified subsequently to profit or loss:
Exchange adjustments on foreign currency net investments		78.9			(465.2	)		1,378.0
Gain/(loss) on revaluation of available for sale investments		–			32.1			(93.1	)
		78.9			(433.1	)		1,284.9
Items that will not be reclassified subsequently to profit or loss:
Actuarial gain/(loss) on defined benefit pension plans		8.9			17.0			(15.9	)
Deferred tax on defined benefit pension plans		(0.7	)		(24.6	)		(0.4	)
Movements on equity investments held at fair value through other comprehensive income		(247.9	)		–			–
		(239.7	)		(7.6	)		(16.3	)
Other comprehensive (loss)/income for the year		(160.8	)		(440.7	)		1,268.6
Total comprehensive income for the year		978.6			1,471.6			2,770.2
Attributable to:
Equity holders of the parent		893.1			1,395.6			2,600.6
Non-controlling interests		85.5			76.0			169.6
		978.6			1,471.6			2,770.2

Note

The accounting policies on pages F-2 to F-10 and the accompanying notes on pages F-16 to F-56 form an integral part of this consolidated statement of comprehensive income.

F-12

Consolidated cash flow statement

For the years ended 31 December 2018, 2017, 2016

	Notes		2018 £m			2017 £m			2016 £m
Net cash inflow from operating activities		11		1,693.8			1,408.1			1,773.8
Investing activities
Acquisitions		11		(298.8	)		(477.5	)		(719.3	)
Proceeds on disposal of investments and subsidiaries		11		849.0			296.0			80.5
Purchases of property, plant and equipment				(314.8	)		(288.9	)		(252.1	)
Purchases of other intangible assets (including capitalised computer software)				(60.4	)		(37.3	)		(33.0	)
Proceeds on disposal of property, plant and equipment				9.5			8.0			7.7
Net cash inflow/(outflow) from investing activities				184.5			(499.7	)		(916.2	)
Financing activities
Share option proceeds				1.2			6.4			27.2
Cash consideration for non-controlling interests		11		(109.9	)		(47.3	)		(58.3	)
Share repurchases and buy-backs		11		(207.1	)		(504.2	)		(427.4	)
Net (decrease)/increase in borrowings		11		(440.6	)		599.6			(22.5	)
Financing and share issue costs				(3.8	)		(0.8	)		(6.4	)
Equity dividends paid				(747.4	)		(751.5	)		(616.5	)
Dividends paid to non-controlling interests in subsidiary undertakings				(106.2	)		(87.8	)		(89.6	)
Net cash outflow from financing activities				(1,613.8	)		(785.6	)		(1,193.5	)
Net increase/(decrease) in cash and cash equivalents				264.5			122.8			(335.9	)
Translation of cash and cash equivalents				(61.5	)		(27.2	)		291.9
Cash and cash equivalents at beginning of year				1,998.2			1,902.6			1,946.6
Cash and cash equivalents at end of year		11		2,201.2			1,998.2			1,902.6

Note

The accounting policies on pages F-2 to F-10 and the accompanying notes on pages F-16 to F-56 form an integral part of this consolidated cash flow statement.

F-13

Consolidated balance sheet

At 31 December 2018, 2017

	Notes		2018 £m			2017 £m1
Non-current assets
Intangible assets:
Goodwill		12		13,202.8			12,952.9
Other		12		1,842.0			2,018.4
Property, plant and equipment		13		1,083.0			979.5
Interests in associates and joint ventures		14		796.8			1,065.2
Other investments		14		666.7			1,153.5
Deferred tax assets		15		153.0			160.3
Trade and other receivables		16		180.0			176.2
				17,924.3			18,506.0
Current assets
Corporate income tax recoverable				198.7			234.7
Trade and other receivables		16		13,101.5			12,530.7
Cash and short-term deposits				2,643.2			2,391.4
				15,943.4			15,156.8
Current liabilities
Trade and other payables		17		(15,038.4	)		(14,241.1	)
Corporate income tax payable				(545.9	)		(649.3	)
Bank overdrafts, bonds and bank loans		19		(1,025.1	)		(624.1	)
				(16,609.4	)		(15,514.5	)
Net current liabilities				(666.0	)		(357.7	)
Total assets less current liabilities				17,258.3			18,148.3
Non-current liabilities
Bonds and bank loans		19		(5,634.8	)		(6,250.4	)
Trade and other payables		18		(841.4	)		(992.8	)
Deferred tax liabilities		15		(479.5	)		(513.7	)
Provision for post-employment benefits		22		(184.3	)		(206.3	)
Provisions for liabilities and charges		20		(311.7	)		(229.0	)
				(7,451.7	)		(8,192.2	)
Net assets				9,806.6			9,956.1
Equity
Called-up share capital		25		133.3			133.3
Share premium account				569.7			568.5
Other reserves		26		393.5			761.7
Own shares				(1,255.7	)		(1,171.1	)
Retained earnings				9,541.4			9,194.9
Equity shareholders’ funds				9,382.2			9,487.3
Non-controlling interests				424.4			468.8
Total equity				9,806.6			9,956.1

Notes

The accounting policies on pages F-2 to F-10 and the accompanying notes on pages F-16 to F-56 form an integral part of this consolidated balance sheet.

¹  Prior year figures have been restated for the impact of the adoption of IFRS 15 Revenue from Contracts with Customers, as described in the accounting policies.

F-14

Consolidated statement of changes in equity

For the years ended 31 December 2018, 2017, 2016

	Called- up share capital £m		Share premium account £m		Other reserves1 £m			Own shares £m			Retained earnings2 £m			Total equity share owners’ funds £m			Non- controlling interests £m			Total £m
Restated balance at 1 January 2016		132.9		535.3		(9.7	)		(719.6	)		7,692.6			7,631.5			378.4			8,009.9
Ordinary shares issued		0.3		26.9		–			–			–			27.2			–			27.2
Treasury share additions		–		–		–			(274.5	)		–			(274.5	)		–			(274.5	)
Treasury share allocations		–		–		–			3.9			(3.9	)		–			–			–
Profit for the year		–		–		–			–			1,400.1			1,400.1			101.5			1,501.6
Exchange adjustments on foreign currency net investments		–		–		1,309.9			–			–			1,309.9			68.1			1,378.0
Loss on revaluation of available for sale investments		–		–		(93.1	)		–			–			(93.1	)		–			(93.1	)
Actuarial loss on defined benefit pension plans		–		–		–			–			(15.9	)		(15.9	)		–			(15.9	)
Deferred tax on defined benefit pension plans		–		–		–			–			(0.4	)		(0.4	)		–			(0.4	)
Other comprehensive income/(loss)		–		–		1,216.8			–			(16.3	)		1,200.5			68.1			1,268.6
Dividends paid		–		–		–			–			(616.5	)		(616.5	)		(89.6	)		(706.1	)
Non-cash share-based incentive plans (including share options)		–		–		–			–			106.5			106.5			–			106.5
Tax adjustment on share-based payments		–		–		–			–			3.9			3.9			–			3.9
Net movement in own shares held by ESOP Trusts		–		–		–			28.2			(181.1	)		(152.9	)		–			(152.9	)
Recognition/remeasurement of financial instruments		–		–		(21.9	)		–			26.8			4.9			–			4.9
Share purchases – close period commitments		–		–		–			–			8.6			8.6			–			8.6
Acquisition of subsidiaries3		–		–		–			–			(20.7	)		(20.7	)		(15.3	)		(36.0	)
Balance at 31 December 2016		133.2		562.2		1,185.2			(962.0	)		8,400.0			9,318.6			443.1			9,761.7
Ordinary shares issued		0.1		6.3		–			–			–			6.4			–			6.4
Treasury share additions		–		–		–			(289.6	)		–			(289.6	)		–			(289.6	)
Treasury share allocations		–		–		–			112.2			(112.2	)		–			–			–
Profit for the year		–		–		–			–			1,816.6			1,816.6			95.7			1,912.3
Exchange adjustments on foreign currency net investments		–		–		(445.5	)		–			–			(445.5	)		(19.7	)		(465.2	)
Gain on revaluation of available for sale investments		–		–		32.1			–			–			32.1			–			32.1
Actuarial gain on defined benefit pension plans		–		–		–			–			17.0			17.0			–			17.0
Deferred tax on defined benefit pension plans		–		–		–			–			(24.6	)		(24.6	)		–			(24.6	)
Other comprehensive loss		–		–		(413.4	)		–			(7.6	)		(421.0	)		(19.7	)		(440.7	)
Dividends paid		–		–		–			–			(751.5	)		(751.5	)		(87.8	)		(839.3	)
Non-cash share-based incentive plans (including share options)		–		–		–			–			105.0			105.0			–			105.0
Tax adjustment on share-based payments		–		–		–			–			3.0			3.0			–			3.0
Net movement in own shares held by ESOP Trusts		–		–		–			(31.7	)		(182.9	)		(214.6	)		–			(214.6	)
Recognition/remeasurement of financial instruments		–		–		(10.1	)		–			(11.7	)		(21.8	)		–			(21.8	)
Acquisition of subsidiaries3		–		–		–			–			(63.8	)		(63.8	)		37.5			(26.3	)
Balance at 31 December 2017		133.3		568.5		761.7			(1,171.1	)		9,194.9			9,487.3			468.8			9,956.1
Accounting policy change (IFRS 9)4		–		–		(407.4	)		–			407.4			–			–			–
Revised balance at 1 January 2018		133.3		568.5		354.3			(1,171.1	)		9,602.3			9,487.3			468.8			9,956.1
Ordinary shares issued		–		1.2		–			–			–			1.2			–			1.2
Treasury share additions		–		–		–			(104.3	)		–			(104.3	)		–			(104.3	)
Treasury share allocations		–		–		–			1.5			(1.5	)		–			–			–
Profit for the year		–		–		–			–			1,062.9			1,062.9			76.5			1,139.4
Exchange adjustments on foreign currency net investments		–		–		69.9			–			–			69.9			9.0			78.9
Movements on equity investments held at fair value through other comprehensive income		–		–		–			–			(247.9	)		(247.9	)		–			(247.9	)
Actuarial gain on defined benefit pension plans		–		–		–			–			8.9			8.9			–			8.9
Deferred tax on defined benefit pension plans		–		–		–			–			(0.7	)		(0.7	)		–			(0.7	)
Other comprehensive income/(loss)		–		–		69.9			–			(239.7	)		(169.8	)		9.0			(160.8	)
Dividends paid		–		–		–			–			(747.4	)		(747.4	)		(106.2	)		(853.6	)
Non-cash share-based incentive plans (including share options)		–		–		–			–			84.8			84.8			–			84.8
Tax adjustment on share-based payments		–		–		–			–			(1.2	)		(1.2	)		–			(1.2	)
Net movement in own shares held by ESOP Trusts		–		–		–			18.2			(121.0	)		(102.8	)		–			(102.8	)
Recognition/remeasurement of financial instruments		–		–		(30.7	)		–			10.3			(20.4	)		–			(20.4	)
Acquisition of subsidiaries3		–		–		–			–			(108.1	)		(108.1	)		(23.7	)		(131.8	)
Balance at 31 December 2018		133.3		569.7		393.5			(1,255.7	)		9,541.4			9,382.2			424.4			9,806.6

Notes

The accounting policies on pages F-2 to F-10 and the accompanying notes on pages F-16 to F-56 form an integral part of this consolidated statement of changes in equity.

¹  Other reserves are analysed in note 26.

²  Retained earnings have been restated for the impact of the adoption of IFRS 15 Revenue from Contracts with Customers, as described in the accounting policies.

³  Acquisition of subsidiaries represents movements in retained earnings and non-controlling interests arising from changes in ownership of existing subsidiaries and recognition of non-controlling interests on new acquisitions.

⁴  The impact of the adoption of IFRS 9 Financial Instruments from 1 January 2018 is described in the accounting policies on pages F-2 to F-3.

F-15

Notes to the consolidated financial statements

1. General information

WPP plc is a company incorporated in Jersey. The address of the registered office is Queensway House, Hilgrove Street, St Helier, Jersey, JE1 1ES and the address of the principal executive office is Sea Containers, 18 Upper Ground, London, United Kingdom, SE1 9GL. The nature of the Group’s operations and its principal activities are set out in note 2. These consolidated financial statements are presented in pounds sterling.

2. Segment information

The Group is a leading worldwide creative transformation organisation offering national and multinational clients a comprehensive range of communications, experience, commerce and technology services. Substantially all of the Group’s revenue is from contracts with customers.

The Group is organised into four reportable segments – Advertising and Media Investment Management; Data Investment Management; Public Relations & Public Affairs; and Brand Consulting, Health & Wellness and Specialist Communications. This last reportable segment includes direct, interactive and ecommerce.

IFRS 8 Operating Segments requires operating segments to be identified on the same basis as is used internally for the review of performance and allocation of resources by the Chief Executive Officer. Provided certain quantitative and qualitative criteria are fulfilled, IFRS 8 permits the aggregation of these components into reportable segments for the purposes of disclosure in the Group’s financial statements. In assessing the Group’s reportable segments, the Directors have had regard to the similar economic characteristics of certain operating segments, their shared client base, the similar nature of their products or services and their long-term margins, amongst other factors.

Reportable segments

Reported contributions were as follows:

Income statement	Revenue1,2		Revenue less pass-through costs2,3		Headline PBIT4		Headline PBIT margin5
	£m		£m		£m
2018
Advertising and Media Investment Management		7,132.4		5,529.7		972.4		17.6%
Data Investment Management		2,582.5		1,965.4		301.1		15.3%
Public Relations & Public Affairs		1,210.7		1,136.3		183.7		16.2%
Brand Consulting, Health & Wellness and Specialist Communications		4,676.8		4,195.2		590.1		14.1%
		15,602.4				2,047.3
2017
Advertising and Media Investment Management		7,368.7		5,889.3		1,109.0		18.8%
Data Investment Management		2,703.4		2,052.1		350.3		17.1%
Public Relations & Public Affairs		1,204.0		1,140.6		183.2		16.1%
Brand Consulting, Health & Wellness and Specialist Communications		4,528.1		4,087.6		624.6		15.3%
		15,804.2				2,267.1
2016
Advertising and Media Investment Management		6,709.4		5,450.9		1,027.2		18.8%
Data Investment Management		2,672.4		1,994.0		351.5		17.6%
Public Relations & Public Affairs		1,130.6		1,078.5		179.8		16.7%
Brand Consulting, Health & Wellness and Specialist Communications		4,374.9		3,905.2		601.8		15.4%
		14,887.3				2,160.3

Notes

¹  Intersegment sales have not been separately disclosed as they are not material.

²  Prior year figures have been restated for the impact of the adoption of IFRS 15 Revenue from Contracts with Customers, as described in the accounting policies.

³  Revenue less pass-through costs is revenue less media, data collection and other pass-through costs. Pass-through costs comprise fees paid to external suppliers where they are engaged to perform part or all of a specific project and are charged directly to clients, predominantly media and data collection costs. See note 3 to the consolidated financial statements for more details of the pass-through costs.

⁴  A reconciliation from profit before interest and taxation to headline PBIT is provided in note 29. PBIT is reconciled to reported profit before taxation in the consolidated income statement.

⁵  Headline PBIT margin is calculated as headline PBIT (defined above) as a percentage of revenue less pass-through costs. Previously referred to as revenue less pass-through costs margin.

F-16

Notes to the consolidated financial statements (continued)

2. Segment information (continued)

Other information	Share-based payments		Capital additions1		Depreciation and amortisation2		Goodwill impairment		Share of results of associates		Interests in associates and joint ventures
	£m		£m		£m		£m		£m		£m
2018
Advertising and Media Investment Management		41.9		190.8		111.8		148.0		16.6		203.4
Data Investment Management		12.8		68.9		56.6		0.9		12.5		113.1
Public Relations & Public Affairs		8.3		13.4		13.8		–		5.2		39.5
Brand Consulting, Health & Wellness and Specialist Communications		21.8		102.1		81.6		35.0		9.2		440.8
		84.8		375.2		263.8		183.9		43.5		796.8
2017
Advertising and Media Investment Management		57.0		171.3		108.8		19.5		27.0		193.1
Data Investment Management		14.4		58.8		59.9		–		15.3		106.3
Public Relations & Public Affairs		8.6		10.6		12.2		7.6		6.3		34.2
Brand Consulting, Health & Wellness and Specialist Communications		25.0		85.5		86.1		–		64.9		731.6
		105.0		326.2		267.0		27.1		113.5		1,065.2
2016
Advertising and Media Investment Management		60.7		126.2		105.4		20.9		8.3		285.6
Data Investment Management		13.0		61.5		60.9		–		13.2		109.4
Public Relations & Public Affairs		7.5		10.3		11.6		–		3.2		108.1
Brand Consulting, Health & Wellness and Specialist Communications		25.3		87.1		81.5		6.1		25.1		566.3
		106.5		285.1		259.4		27.0		49.8		1,069.4

Notes

¹  Capital additions include purchases of property, plant and equipment and other intangible assets (including capitalised computer software).

²  Depreciation of property, plant and equipment and amortisation of other intangible assets.

F-17

Notes to the consolidated financial statements (continued)

2. Segment information (continued)

Contributions by geographical area were as follows:

	2018 £m		20172 £m		20162 £m
Revenue1
North America3		5,371.0		5,659.2		5,400.9
UK		2,189.4		2,133.4		1,970.7
Western Continental Europe		3,335.3		3,230.6		3,008.5
Asia Pacific, Latin America, Africa & Middle East and Central & Eastern Europe		4,706.7		4,781.0		4,507.2
		15,602.4		15,804.2		14,887.3
Revenue less pass-through costs4
North America3		4,474.2		4,793.9		4,598.4
UK		1,691.3		1,688.0		1,590.2
Western Continental Europe		2,735.4		2,630.6		2,438.3
Asia Pacific, Latin America, Africa & Middle East and Central & Eastern Europe		3,925.7		4,057.1		3,801.7
Headline PBIT5
North America3		804.0		937.4		895.4
UK		244.6		280.0		261.4
Western Continental Europe		372.7		376.0		351.7
Asia Pacific, Latin America, Africa & Middle East and Central & Eastern Europe		626.0		673.7		651.8
		2,047.3		2,267.1		2,160.3
	Margin		Margin2		Margin2
Headline PBIT margin6
North America		18.0%		19.6%		19.5%
UK		14.5%		16.6%		16.4%
Western Continental Europe		13.6%		14.3%		14.4%
Asia Pacific, Latin America, Africa & Middle East and Central & Eastern Europe		15.9%		16.6%		17.1%

Notes

¹  Intersegment sales have not been separately disclosed as they are not material.

²  Prior year figures have been restated for the impact of the adoption of IFRS 15 Revenue from Contracts with Customers, as described in the accounting policies.

³  North America includes the US with revenue of £5,074.1 million (2017: £5,336.3 million, 2016: £5,107.2 million), revenue less pass-through costs of £4,236.7 million (2017: £4,535.3 million, 2016: £4,359.7 million) and Headline PBIT of £761.6 million (2017: £890.3 million, 2016: £849.4 million).

⁴  Revenue less pass-through costs is revenue less media, data collection and other pass-through costs. Pass-through costs comprise fees paid to external suppliers where they are engaged to perform part or all of a specific project and are charged directly to clients, predominantly media and data collection costs. See note 3 to the consolidated financial statements for more details of the pass-through costs.

⁵  See note 29 for a reconciliation of PBIT to headline PBIT.

⁶  Headline PBIT margin is calculated as headline PBIT (defined above) as a percentage of revenue less pass-through costs. Previously referred to as revenue less pass-through costs margin.

	2018 £m		2017 £m
Non-current assets1
North America2		7,269.7		7,667.5
UK		2,079.2		2,098.2
Western Continental Europe		4,385.6		4,542.1
Asia Pacific, Latin America, Africa & Middle East and Central & Eastern Europe		4,028.4		4,035.8
		17,762.9		18,343.6

Note

¹  Non-current assets excluding financial instruments and deferred tax.

²  North America includes the US with non-current assets of £6,791.9 million (2017: £7,202.7 million).

3. Costs of services and general and administrative costs

	2018 £m			20171 £m			20161 £m
Costs of services		12,663.5			12,629.0			11,846.5
General and administrative costs		1,507.5			1,267.0			977.7
		14,171.0			13,896.0			12,824.2
Costs of services and general and administrative costs include:
	2018 £m			20171 £m			20161 £m
Staff costs (note 5)		8,172.6			8,319.0			7,784.9
Establishment costs		871.7			888.6			836.5
Media pass-through costs		1,458.0			1,429.4			1,276.2
Data collection pass-through costs		609.2			646.4			669.8
Other costs of services and general and administrative costs2		3,059.5			2,612.6			2,256.8
		14,171.0			13,896.0			12,824.2
Other costs of services and general and administrative costs include:
Goodwill impairment (note 12)		183.9			27.1			27.0
Investment write-downs		2.0			95.9			86.1
Restructuring and transformation costs		302.3			56.8			27.4
Amortisation and impairment of acquired intangible assets (note 12)		280.0			195.1			168.4
Amortisation of other intangible assets (note 12)		38.7			36.3			38.6
Depreciation of property, plant and equipment		225.1			230.7			215.2
Losses on sale of property, plant and equipment		0.6			1.1			0.8
Gains on disposal of investments and subsidiaries		(235.5	)		(129.0	)		(44.3	)
(Gains)/losses on remeasurement of equity interests arising from a change in scope of ownership		(2.0	)		0.3			(232.4	)
Net foreign exchange (gains)/losses		(13.2	)		12.9			(17.0	)

Notes

¹  Prior year figures have been restated for the impact of the adoption of IFRS 15 Revenue from Contracts with Customers, as described in the accounting policies.

²  Other costs of services and general and administrative costs include £708.6 million (2017: £558.8 million, 2016: £512.7 million) of other pass-through costs.

In 2018, operating profit includes credits totalling £29.9 million (2017: £44.8 million, 2016: £26.3 million) relating to the release of excess provisions and other balances established in respect of acquisitions completed prior to 2017. Further details of the Group’s approach to acquisition reserves, as required by IFRS 3 Business Combinations, are given in note 27.

The goodwill impairment charge of £183.9 million (2017: £27.1 million, 2016: £27.0 million) primarily relates to a charge of £148.0 million on VMLY&R, with the remaining £35.9 million relating to a number of under-performing businesses in the Group. In certain markets, the impact of current, local economic conditions and trading circumstances on these businesses is sufficiently severe to indicate impairment to the carrying value of goodwill.

Investment write-downs of £95.9 million in 2017 (2016: £86.1 million) include £53.1 million in relation to comScore Inc, which had not released any financial statements in relation to its 2015, 2016 or 2017 results due to an internal investigation by their Audit Committee. In 2017, the market value of comScore Inc fell below the Group’s carrying value. Other investment write-downs relate to certain non-core minority investments in the US where forecast financial performance and/or liquidity issues indicate a permanent decline in the recoverability of the Group’s investment.

In 2018, restructuring and transformation costs of £302.3 million comprise £210.3 million of restructuring costs and £92.0 million transformation costs with respect to strategic initiatives such as co-locations in major cities, IT transformation and shared services. In the fourth quarter of 2018, £234.0 million of restructuring and transformation costs were incurred in relation to the strategic review of the Group’s operations, as outlined in the investor day on 11 December 2018. As part of that review, restructuring actions have been taken to right-size underperforming businesses, address high cost severance markets and simplify operational structures. Further restructuring and transformation costs will be incurred in 2019, 2020 and 2021. The remaining £68.3 million primarily relates to restructuring costs recorded in the first half and transformation costs in relation to the continuing global IT transformation programme.

F-18

Notes to the consolidated financial statements (continued)

3. Costs of services and general and administrative costs (continued)

In 2017, restructuring and transformation costs of £56.8 million (2016: £27.4 million) predominantly comprise £33.7 million (2016: £nil) of severance costs arising from a structural assessment of certain of the Group’s operations, primarily in the mature markets; and £12.8 million (2016: £27.4 million) of costs resulting from the project to transform and rationalise the Group’s IT services and infrastructure including costs relating to the cyber attack in June 2017.

Gains on disposal of investments and subsidiaries of £235.5 million in 2018 (2017: £129.0 million, 2016: £44.3 million) include £185.3 million gains on the disposal of the Group’s interest in Globant S.A. Gains in 2017 include £92.3 million on the sale of the Group’s equity interest in Asatsu-DK Inc following its acquisition by Bain Capital.

In 2016, gains on remeasurement of equity interests arising from a change in scope of ownership of £232.4 million primarily comprise gains in relation to the reclassification of the Group’s interest in the Imagina Group in Spain from other investments to interests in associates, resulting from WPP attaining significant influence in the period.

Auditors’ remuneration:

	2018 £m		2017 £m		2016 £m
Fees payable to the Company’s auditors for the audit of the Company’s annual accounts		1.4		1.4		1.4
The audit of the Company’s subsidiaries pursuant to legislation		21.7		20.7		19.4
Other services pursuant to legislation		4.2		4.0		3.7
Fees payable to the auditors pursuant to legislation		27.3		26.1		24.5
Tax advisory services		–		0.1		1.6
Tax compliance services		0.1		0.1		1.3
Corporate finance services		–		–		0.1
Other services1		4.7		4.6		5.7
Total non-audit fees		4.8		4.8		8.7
Total fees		32.1		30.9		33.2

Note

¹  Other services include audits for earnout purposes.

	2018 £m			2017 £m			2016 £m
Operating lease rentals:
Land and buildings		585.3			586.6			556.1
Sublease income		(25.4	)		(17.9	)		(11.6	)
		559.9			568.7			544.5
Plant and machinery		10.6			11.9			10.6
		570.5			580.6			555.1

Minimum committed annual rentals

Amounts payable in 2019 under leases will be as follows:

	Plant and machinery						Land and buildings
	2019 £m		2018 £m		2017 £m		2019 £m		2018 £m		2017 £m
In respect of operating leases which expire:
– within one year		3.6		5.1		4.0		70.2		88.6		85.1
– within two to five years		19.2		10.8		10.5		272.7		236.2		287.9
– after five years		0.4		0.1		–		246.3		207.8		187.0
		23.2		16.0		14.5		589.2		532.6		560.0

3. Costs of services and general and administrative costs (continued)

Future minimum annual amounts payable under all lease commitments in existence at 31 December 2018 are as follows:

	Minimum gross rental payments £m		Less lease- related costs1 £m			Minimum net rental payments £m		Less sub-let rentals £m			Net payment £m
Year ending 31 December
2019		612.4		(54.2	)		558.2		(11.5	)		546.7
2020		475.0		(51.0	)		424.0		(6.4	)		417.6
2021		415.3		(47.3	)		368.0		(4.9	)		363.1
2022		362.4		(44.8	)		317.6		(4.3	)		313.3
2023		323.4		(43.1	)		280.3		(3.1	)		277.2
Later years		2,074.1		(362.5	)		1,711.6		(1.3	)		1,710.3
		4,262.6		(602.9	)		3,659.7		(31.5	)		3,628.2

Note

¹  Lease-related costs include real estate taxes, insurance costs and operating costs embedded in the rental payments to the landlord.

4. Share of results of associates

Share of results of associates include:

	2018 £m			2017 £m			2016 £m
Share of profit before interest and taxation		123.8			145.1			97.1
Share of exceptional (losses)/gains		(41.7	)		0.8			(15.2	)
Share of interest and non-controlling interests		(9.7	)		(7.8	)		(4.7	)
Share of taxation		(28.9	)		(24.6	)		(27.4	)
		43.5			113.5			49.8

5. Our people

Our staff numbers averaged 133,903 for the year ended 31 December 2018 against 134,428 in 2017 and 132,657 in 2016. Their geographical distribution was as follows:

	2018		2017		2016
North America		25,990		27,399		27,246
UK		14,331		14,197		14,070
Western Continental Europe		26,825		25,700		24,996
Asia Pacific, Latin America, Africa & Middle East and Central & Eastern Europe		66,757		67,132		66,345
		133,903		134,428		132,657

Their reportable segment distribution was as follows:

	2018		2017		2016
Advertising and Media Investment Management		55,421		56,789		55,120
Data Investment Management		28,309		28,629		29,279
Public Relations & Public Affairs		9,048		9,082		9,054
Brand Consulting, Health & Wellness and Specialist Communications		41,125		39,928		39,204
		133,903		134,428		132,657

F-19

Notes to the consolidated financial statements (continued)

5. Our people (continued)

At the end of 2018, staff numbers were 134,281 (2017: 134,413, 2016: 134,341).

Staff costs include:

	2018 £m		2017 £m		2016 £m
Wages and salaries		5,710.0		5,832.3		5,395.6
Cash-based incentive plans		240.7		219.2		260.2
Share-based incentive plans (note 21)		84.8		105.0		106.5
Social security costs		717.5		720.3		658.1
Pension costs (note 22)		191.2		192.0		178.1
Severance		37.5		39.5		34.5
Other staff costs1		1,190.9		1,210.7		1,151.9
		8,172.6		8,319.0		7,784.9

Note

¹  Freelance and temporary staff costs are included in other staff costs.

Included above are charges of £2.0 million (2017: £12.3 million, 2016: £15.5 million) for share-based incentive plans in respect of key management personnel (who comprise the Directors of the Group). Total compensation received by key management personnel in respect of 2018 was £6.2 million (2017: £17.8 million, 2016: £57.5 million) of which £0.4 million (2017: £0.7 million, 2016: £0.7 million) were pension contributions. The value of the EPSP awards, which vest in the year following the end of the five-year performance period, is included in total compensation in the year the relevant five-year performance period ends.

6. Finance income, finance costs and revaluation of financial instruments

Finance income includes:

	2018 £m		2017 £m		2016 £m
Income from equity investments		15.4		16.8		12.5
Interest income		89.4		78.4		67.9
		104.8		95.2		80.4

Finance costs include:

	2018 £m		2017 £m		2016 £m
Net interest expense on pension plans (note 22)		4.4		6.3		6.7
Interest on other long-term employee benefits		4.0		3.9		2.7
Interest expense and similar charges1		280.9		259.6		245.1
		289.3		269.8		254.5

Revaluation of financial instruments include:

	2018 £m			2017 £m		2016 £m
Movements in fair value of treasury instruments		(12.4	)		1.1		(19.5	)
Revaluation of investments held at fair value through profit or loss		68.2			–		–
Revaluation of put options over non-controlling interests		34.5			52.5		(17.2	)
Revaluation of payments due to vendors (earnout agreements)		82.6			208.6		(11.6	)
		172.9			262.2		(48.3	)

Note

¹  Interest expense and similar charges are payable on bank overdrafts, bonds and bank loans held at amortised cost.

The majority of the Group’s long-term debt is represented by $2,784 million of US dollar bonds at an average interest rate of 4.46%, €3,700 million of Eurobonds at an average interest rate of 1.64% and £600 million of Sterling bonds at an average interest rate of 4.04%.

Average borrowings under the US Dollar Revolving Credit Facilities (note 10) amounted to the equivalent of $125 million at an average interest rate of 0.96% (2017: $715 million at an average interest rate of 0.78%).

6. Finance income, finance costs and revaluation of financial instruments (continued)

Average borrowings under the Australian dollar Revolving Credit Facilities, amounted to A$439 million at an average rate of 3.27% (2017: A$412 million at an average rate of 3.24%).

Average borrowings under the US Commercial Paper Programme for 2018 amounted to $540 million at an average interest rate of 2.28% inclusive of margin (2017: $860 million at an average interest rate of 1.47% inclusive of margin).

7. Taxation

In 2018, the effective tax rate on profit before taxation was 22.1% (2017: 9.3%, 2016: 20.6%)

On 22 December 2017, The Tax Cuts and Jobs Act was enacted in the US which reduced the federal tax rate from 35% to 21% from 1 January 2018. As a result, deferred tax assets and liabilities were remeasured at the end of 2017, leading to a non-cash credit to the income statement of £234.1 million, partially offset by a one-time deemed repatriation tax charge related to unremitted foreign earnings of £28.1 million, payable over eight years.

The tax charge comprises:

	2018 £m			2017 £m			2016 £m
Corporation tax
Current year		481.9			523.4			569.4
Prior years		(111.8	)		(98.6	)		(80.3	)
		370.1			424.8			489.1
Deferred tax
Current year		(49.0	)		(235.2	)		(88.0	)
Prior years		2.8			7.4			(12.2	)
		(46.2	)		(227.8	)		(100.2	)
Tax charge		323.9			197.0			388.9

The corporation tax credit for prior years in 2018, 2017 and 2016, mainly comprises the release of a number of provisions following the resolution of tax matters in various countries.

The tax charge for the year can be reconciled to profit before taxation in the consolidated income statement as follows:

	2018 £m			2017 £m			2016 £m
Profit before taxation		1,463.3			2,109.3			1,890.5
Tax at the corporation tax rate of 19.0%1		278.0			406.0			378.1
Tax effect of share of results of associates		(8.3	)		(21.8	)		(10.0	)
Irrecoverable withholding taxes		55.9			37.0			36.3
Items that are not deductible/(taxable) in determining taxable profit		28.7			(3.9	)		9.4
Effect of different tax rates in subsidiaries operating in other jurisdictions		90.2			140.3			60.4
US Transition Tax related to unremitted foreign earnings		(7.3	)		28.1			–
Effect of change in US tax rate on deferred tax balances		–			(234.1	)		–
Origination and reversal of unrecognised temporary differences		7.5			(17.2	)		(4.3	)
Tax losses not recognised or utilised in the year		22.3			32.5			52.2
Utilisation of tax losses not previously recognised		(25.6	)		(10.4	)		(11.3	)
Recognition of temporary differences not previously recognised		(8.4	)		(68.3	)		(29.4	)
Net release of prior year provisions in relation to acquired businesses		(20.4	)		(15.0	)		(23.3	)
Other prior year adjustments		(88.7	)		(76.2	)		(69.2	)
Tax charge		323.9			197.0			388.9
Effective tax rate on profit before tax		22.1%			9.3%			20.6%

Note

¹  The Parent Company of the Group is tax resident in the UK. As the Group is subject to the tax rates of more than one country, it has chosen to present its reconciliation of the tax charge using the UK corporation tax rate of 19% (2017: 19.25%, 2016: 20%).

F-20

Notes to the consolidated financial statements (continued)

7. Taxation (continued)

Factors affecting the tax charge in future years

Given the Group’s geographic mix of profits and the changing international tax environment, the tax rate is expected to increase slightly over the next few years.

Factors that may affect the Group’s future tax charge include the levels and mix of profits in the many countries in which we operate, the prevailing tax rates in each of those countries and also the foreign exchange rates that apply to those profits. The tax charge may also be affected by the impact of acquisitions, disposals and other corporate restructurings, the resolution of open tax issues, future planning, and the ability to use brought forward tax losses. Furthermore, changes in local or international tax rules, for example prompted by the OECD’s Base Erosion and Profit Shifting project (a global initiative to improve the fairness and integrity of tax systems), or new challenges by tax or competition authorities, for example, the European Commission’s state aid investigation into Group Financing Exemption in the UK CFC rules announced in October 2017, may expose us to additional tax liabilities or impact the carrying value of our deferred tax assets, which would affect the future tax charge.

The Group has a number of open tax returns and various ongoing tax audits worldwide but does not currently expect material additional tax exposures to arise, above the amounts provided, as and when the audits are concluded. Liabilities relating to these open and judgemental matters are based upon estimates of whether additional taxes will be due after taking into account external advice where appropriate. Where the final tax outcome of these matters is different from the amounts which were initially recorded then such differences will impact the current and deferred income tax assets and liabilities in the period in which such determination is made.

Tax risk management

We maintain constructive engagement with the tax authorities and relevant government representatives, as well as active engagement with a wide range of international companies and business organisations with similar issues. We engage advisors and legal counsel to obtain opinions on tax legislation and principles. We have a Tax Risk Management Strategy in place which sets out the controls established and our assessment procedures for decision-making and how we monitor tax risk. We monitor proposed changes in taxation legislation and ensure these are taken into account when we consider our future business plans. Our Directors are informed by management of any tax law changes, the nature and status of any significant ongoing tax audits, and other developments that could materially affect the Group’s tax position.

8. Ordinary dividends

Amounts recognised as distributions to equity holders in the year:

	2018		2017		2016		2018		2017		2016
Per share	Pence per share						£m		£m		£m
2017 Final dividend		37.30p		37.05p		28.78p		464.6		467.2		368.5
2018 Interim dividend		22.70p		22.70p		19.55p		282.8		284.3		248.0
		60.00p		59.75p		48.33p		747.4		751.5		616.5

Proposed final dividend for the year ended 31 December 2018:

	2018		2017		2016
Per share	Pence per share
Final dividend		37.30p		37.30p		37.05p

The payment of dividends will not have any tax consequences for the Group.

9. Earnings per share

Basic EPS

The calculation of basic EPS is as follows:

	2018			2017			2016
Earnings1 (£m)		1,062.9			1,816.6			1,400.1
Average shares used in basic EPS calculation (m)		1,247.8			1,261.1			1,277.8
EPS		85.2	p		144.0	p		109.6	p

Note

¹  Earnings is equivalent to profit for the year attributable to equity holders of the parent.

9. Earnings per share (continued)

Diluted EPS

The calculation of diluted EPS is as follows:

	2018			2017			2016
Diluted earnings (£m)		1,062.9			1,816.6			1,400.1
Average shares used in diluted EPS calculation (m)		1,261.2			1,275.8			1,296.0
Diluted EPS		84.3	p		142.4	p		108.0	p

Diluted EPS has been calculated based on the diluted earnings amounts above. At 31 December 2018, options to purchase 16.9 million ordinary shares (2017: 8.2 million, 2016: 8.4 million) were outstanding, but were excluded from the computation of diluted earnings per share because the exercise prices of these options were greater than the average market price of the Group’s shares and, therefore, their inclusion would have been accretive.

A reconciliation between the shares used in calculating basic and diluted EPS is as follows:

	2018 m		2017 m		2016 m
Average shares used in basic EPS calculation		1,247.8		1,261.1		1,277.8
Dilutive share options outstanding		1.6		1.8		2.4
Other potentially issuable shares		11.8		12.9		15.8
Shares used in diluted EPS calculation		1,261.2		1,275.8		1,296.0

At 31 December 2018 there were 1,332,678,227 (2017: 1,332,511,552, 2016: 1,331,880,730) ordinary shares in issue.

10. Sources of finance

The following table summarises the equity and debt financing of the Group, and changes during the year:

			Shares					Debt
	2018 £m		2017 £m		2018 £m			2017 £m
Analysis of changes in financing
Beginning of year		701.8		695.4		6,481.3			6,033.1
Ordinary shares issued		1.2		6.4		–			–
Net (decrease)/increase in drawings on bank loans and corporate bonds		–		–		(440.6	)		599.6
Amortisation of financing costs included in debt		–		–		7.7			8.0
Other movements		–		–		(10.1	)		(6.9	)
Exchange adjustments		–		–		179.6			(152.5	)
End of year		703.0		701.8		6,217.9			6,481.3

Note

The table above excludes bank overdrafts which fall within cash and cash equivalents for the purposes of the consolidated cash flow statement.

Shares

At 31 December 2018, the Company’s share base was entirely composed of ordinary equity share capital and share premium of £703.0 million (2017: £701.8 million), further details of which are disclosed in note 25.

Debt

US$ bonds The Group has in issue $812 million of 4.75% bonds due November 2021, $500 million of 3.625% bonds due September 2022, $750 million of 3.75% bonds due September 2024, $272 million of 5.125% bonds due September 2042 and $450 million of 5.625% bonds due November 2043.

Eurobonds The Group has in issue €600 million of 0.75% bonds due November 2019, €750 million of 3% bonds due November 2023, €750 million of 2.25% bonds due September 2026, €600 million of 1.625% bonds due March 2030 and €250 million of Floating Rate Notes carrying a coupon of 3m EURIBOR + 0.32% due May 2020.

In March 2018, the Group issued €250 million of Floating Rate Notes carrying a coupon of 3m EURIBOR + 0.45% due March 2022 and €500 million of 1.375% bonds due March 2025.

Sterling bonds The Group has in issue £200 million of 6.375% bonds due November 2020 and £400 million of 2.875% bonds due September 2046. On 27 March 2019, the Group repaid the £200 million of 6.375% bonds due in 2020 following a tender offer.

F-21

Notes to the consolidated financial statements (continued)

10. Sources of finance (continued)

Revolving Credit Facility The Group has a five-year Revolving Credit Facility of $2.5 billion due July 2021. On 15 March 2019, the Group refinanced the facility and extended the term of the $2.5 billion five-year revolving credit facility to March 2024. The Group’s borrowing under these facilities, which are drawn down predominantly in US dollars and pounds sterling, averaged the equivalent of $125 million in 2018. The Group has a A$150 million Revolving Credit Facility due June 2019 and a A$370 million Revolving Credit Facility due June 2021. The Group’s borrowings under the Australian dollar facilities which were drawn down in Australian dollars and New Zealand dollars, averaged the equivalent of A$439 million in 2018. The Group had available undrawn committed credit facilities of £2,074.7 million at 31 December 2018 (2017: £1,163.8 million).

Borrowings under the $2.5 billion Revolving Credit Facility are governed by certain financial covenants based on the results and financial position of the Group. Borrowings under the A$150 million Revolving Credit Facility and A$370 million Revolving Credit Facility are governed by certain financial covenants based on the results and financial position of WPP AUNZ.

US Commercial Paper Program

The Group operates a commercial paper programme using its Revolving Credit Facility as a backstop. The average commercial paper outstanding in 2018 was $540.0 million. There was no US Commercial Paper outstanding at 31 December 2018.

The following table is an analysis of future anticipated cash flows in relation to the Group’s debt, on an undiscounted basis which, therefore, differs from the fair value and carrying value:

	2018 £m			2017 £m
Within one year		(748.4	)		(391.7	)
Between one and two years		(596.8	)		(896.3	)
Between two and three years		(937.1	)		(584.3	)
Between three and four years		(742.5	)		(1,537.8	)
Between four and five years		(786.8	)		(487.9	)
Over five years		(4,199.7	)		(4,519.1	)
Debt financing (including interest) under the Revolving Credit Facility and in relation to unsecured loan notes		(8,011.3	)		(8,417.1	)
Short-term overdrafts – within one year		(442.0	)		(393.2	)
Future anticipated cash flows		(8,453.3	)		(8,810.3	)
Effect of discounting/financing rates		1,793.4			1,935.8
Debt financing		(6,659.9	)		(6,874.5	)

Analysis of fixed and floating rate debt by currency including the effect of interest rate and cross-currency swaps:

2018 Currency		£m		Fixed rate1		Floating basis		Period (months)1
$	– fixed		1,154.8		4.58		n/a		181
	– floating		1,029.6		n/a		LIBOR		n/a
£	– fixed		1,044.1		3.43		n/a		232
€	– fixed		2,425.9		1.99		n/a		75
	– floating		449.2		n/a		EURIBOR		n/a
Other			114.3		n/a		n/a		n/a
			6,217.9

2017 Currency		£m		Fixed rate1		Floating basis		Period (months)1
$	– fixed		1,146.1		4.62%		n/a		199
	– floating		1,760.9		n/a		LIBOR		n/a
£	– fixed		600.0		4.04%		n/a		245
€	– fixed		2,623.9		1.85%		n/a		80
	– floating		222.2		n/a		EURIBOR		n/a
Other			128.2		n/a		n/a		n/a
			6,481.3

Note

¹  Weighted average. These rates do not include the effect of gains on interest rate swap terminations that are written to income over the life of the original instrument.

10. Sources of finance (continued)

The following table is an analysis of future anticipated cash flows in relation to the Group’s financial derivatives, which include interest rate swaps, forward contracts and other foreign exchange swaps:

	Financial liabilities				Financial assets
2018	Payable £m		Receivable £m		Payable £m		Receivable £m
Within one year		229.3		221.9		124.6		120.6
Between one and two years		50.0		45.3		11.8		6.5
Between two and three years		688.4		685.3		11.5		6.4
Between three and four years		408.5		406.6		11.6		6.5
Between four and five years		–		–		11.6		6.6
Over five years		–		–		461.4		498.2
		1,376.2		1,359.1		632.5		644.8

	Financial liabilities				Financial assets
2017	Payable £m		Receivable £m		Payable £m		Receivable £m
Within one year		97.8		96.7		123.7		128.8
Between one and two years		21.4		20.1		38.6		38.8
Between two and three years		20.5		18.8		39.5		38.6
Between three and four years		20.7		18.6		851.7		851.0
Between four and five years		523.5		521.1		–		–
Over five years		–		–		–		–
		683.9		675.3		1,053.5		1,057.2

11. Analysis of cash flows

The following tables analyse the items included within the main cash flow headings on page F-13.

Net cash from operating activities:

	2018 £m			2017 £m			2016 £m
Profit for the year		1,139.4			1,912.3			1,501.6
Taxation		323.9			197.0			388.9
Revaluation of financial instruments		(172.9	)		(262.2	)		48.3
Finance costs		289.3			269.8			254.5
Finance income		(104.8	)		(95.2	)		(80.4	)
Share of results of associates		(43.5	)		(113.5	)		(49.8	)
Adjustments for:
Non-cash share-based incentive plans (including share options)		84.8			105.0			106.5
Depreciation of property, plant and equipment		225.1			230.7			220.8
Impairment of goodwill		183.9			27.1			27.0
Amortisation and impairment of acquired intangible assets		280.0			195.1			168.4
Amortisation of other intangible assets		38.7			36.3			38.6
Investment write-downs		2.0			95.9			86.1
Gains on disposal of investments and subsidiaries		(235.5	)		(129.0	)		(44.3	)
(Gains)/losses on remeasurement of equity interests arising from a change in scope of ownership		(2.0	)		0.3			(232.4	)
Losses on sale of property, plant and equipment		0.6			1.1			0.8
Increase in trade receivables and accrued income		(298.9	)		(90.4	)		(70.4	)
Increase/(decrease) in trade payables and deferred income		500.9			(170.8	)		188.7
(Increase)/decrease in other receivables		(52.9	)		(110.6	)		77.4
Decrease in other payables – short-term		(31.8	)		(122.8	)		(303.7	)
Increase in other payables – long-term		0.4			20.1			4.5
Increase/(decrease) in provisions		48.0			(57.3	)		(47.8	)
Corporation and overseas tax paid		(383.6	)		(424.7	)		(414.2	)
Interest and similar charges paid		(252.8	)		(246.6	)		(242.1	)
Interest received		90.4			76.9			73.9
Investment income		15.4			16.8			12.5
Dividends from associates		49.7			46.8			60.4
Net cash inflow from operating activities		1,693.8			1,408.1			1,773.8

F-22

Notes to the consolidated financial statements (continued)

11. Analysis of cash flows (continued)

Acquisitions and disposals:

	2018 £m			2017 £m			2016 £m
Initial cash consideration		(126.7	)		(214.8	)		(424.1	)
Cash and cash equivalents acquired (net)1		(3.8	)		28.9			57.3
Earnout payments		(120.2	)		(199.1	)		(92.3	)
Purchase of other investments (including associates)		(48.1	)		(92.5	)		(260.2	)
Acquisitions		(298.8	)		(477.5	)		(719.3	)
Proceeds on disposal of investments and subsidiaries2		849.0			296.0			80.5
Acquisitions and disposals		550.2			(181.5	)		(638.8	)
Cash consideration for non-controlling interests		(109.9	)		(47.3	)		(58.3	)
Net cash inflow/(outflow)		440.3			(228.8	)		(697.1	)

Notes

¹ In 2018, cash and cash equivalents acquired comprises £11.3 million from acquisitions offset by £15.1 million from disposals.

²  Proceeds on disposal of investments and subsidiaries includes return of capital from investments in associates.

Share repurchases and buy-backs:
	2018 £m			2017 £m			2016 £m
Purchase of own shares by ESOP Trusts	(102.8)			(214.6)			(152.9)
Shares purchased into treasury		(104.3	)		(289.6	)		(274.5	)
Net cash outflow		(207.1	)		(504.2	)		(427.4	)
Net (decrease)/increase in borrowings:
	2018 £m			2017 £m			2016 £m
(Decrease)/increase in drawings on bank loans	(819.3)			785.6			(30.4)
Proceeds from issue of €250 million bonds		218.8			214.0			–
Proceeds from issue of €500 million bonds	438.0			–			–
Repayment of €252 million bonds		(220.0	)		–			–
Partial repayment of $300 million bonds		(20.8	)		–			–
Partial repayment of $500 million bonds		(37.3	)		–			–
Repayment of £400 million bonds		–			(400.0	)		–
Proceeds from issue of £400 million bonds		–			–			400.0
Repayment of €498 million bonds		–			–			(392.1	)
Net cash (outflow)/inflow		(440.6	)		599.6			(22.5	)
Cash and cash equivalents:
	2018 £m			2017 £m			2016 £m
Cash at bank and in hand		2,010.8			2,049.6			2,256.2
Short-term bank deposits		632.4			341.8			180.7
Overdrafts1		(442.0	)		(393.2	)		(534.3	)
		2,201.2			1,998.2			1,902.6

Note

¹  Bank overdrafts are included in cash and cash equivalents because they form an integral part of the Group’s cash management.

The Group considers that the carrying amount of cash and cash equivalents approximates their fair value.

12. Intangible assets

Goodwill

The movements in 2018 and 2017 were as follows:

	£m
Cost:
1 January 2017		13,939.4
Additions1		301.0
Revision of earnout estimates		(60.7	)
Exchange adjustments		(504.4	)
31 December 2017		13,675.3
Additions1		154.4
Revision of earnout estimates		(68.3	)
Exchange adjustments		368.1
31 December 2018		14,129.5
Accumulated impairment losses and write-downs:
1 January 2017		725.1
Impairment losses for the year		27.1
Exchange adjustments		(29.8	)
31 December 2017		722.4
Impairment losses for the year		183.9
Exchange adjustments		20.4
31 December 2018		926.7
Net book value:
31 December 2018		13,202.8
31 December 2017		12,952.9
1 January 2017		13,214.3

Note

¹  Additions represent goodwill arising on the acquisition of subsidiary undertakings including the effect of any revisions to fair value adjustments that had been determined provisionally at the immediately preceding balance sheet date, as permitted by IFRS 3 Business Combinations. The effect of such revisions was not material in either year presented. Goodwill arising on the acquisition of associate undertakings is shown within interests in associates and joint ventures in note 14.

Cash-generating units with significant goodwill as at 31 December are:

	2018 £m		2017 £m
GroupM		2,942.9		2,906.7
Kantar		2,522.9		2,518.2
Wunderman		1,581.2		1,514.5
VMLY&R		930.4		1,091.8
Other		5,225.4		4,921.7
Total goodwill		13,202.8		12,952.9

Other goodwill represents goodwill on a large number of cash-generating units, none of which is individually significant in comparison to the total carrying value of goodwill.

F-23

Notes to the consolidated financial statements (continued)

12. Intangible assets (continued)

Other intangible assets

The movements in 2018 and 2017 were as follows:

	Brands with an indefinite useful life £m			Acquired intangibles £m			Other £m			Total £m
Cost:
1 January 2017		1,141.3			2,535.5			404.1			4,080.9
Additions		–			–			37.3			37.3
Disposals		–			–			(15.8	)		(15.8	)
New acquisitions		–			79.0			0.8			79.8
Other movements1		–			6.4			7.2			13.6
Exchange adjustments		(60.0	)		(73.1	)		(22.1	)		(155.2	)
31 December 2017		1,081.3			2,547.8			411.5			4,040.6
Additions		–			–			60.4			60.4
Disposals		–			(0.9	)		(37.3	)		(38.2	)
New acquisitions		–			40.3			–			40.3
Other movements1		–			2.9			(7.4	)		(4.5	)
Exchange adjustments		51.5			19.9			10.1			81.5
31 December 2018		1,132.8			2,610.0			437.3			4,180.1
Amortisation and impairment:
1 January 2017		–			1,563.0			300.6			1,863.6
Charge for the year		–			189.4			36.3			225.7
Disposals		–			–			(14.9	)		(14.9	)
Other movements		–			–			2.5			2.5
Exchange adjustments		–			(33.7	)		(21.0	)		(54.7	)
31 December 2017		–			1,718.7			303.5			2,022.2
Charge for the year		–			275.8			38.7			314.5
Disposals		–			(0.7	)		(27.3	)		(28.0	)
Other movements		–			–			(1.9	)		(1.9	)
Exchange adjustments		–			21.4			9.9			31.3
31 December 2018		–			2,015.2			322.9			2,338.1
Net book value:
31 December 2018		1,132.8			594.8			114.4			1,842.0
31 December 2017		1,081.3			829.1			108.0			2,018.4
1 January 2017		1,141.3			972.5			103.5			2,217.3

Note

¹  Other movements in acquired intangibles include revisions to fair value adjustments arising on the acquisition of subsidiary undertakings that had been determined provisionally at the immediately preceding balance sheet date, as permitted by IFRS 3 Business Combinations.

Brands with an indefinite life are carried at historical cost in accordance with the Group’s accounting policy for intangible assets. The carrying values of the separately identifiable brands are not individually significant in comparison with the total carrying value of brands with an indefinite useful life.

Acquired intangible assets at net book value at 31 December 2018 include brand names of £361.2 million (2017: £445.6 million), customer-related intangibles of £220.6 million (2017: £360.9 million), and other assets (including proprietary tools) of £13.0 million (2017: £22.6 million).

The total amortisation and impairment of acquired intangible assets of £280.0 million (2017: £195.1 million) includes an impairment charge of £126.1 million (2017: £6.0 million) comprising £58.6 million in regard to certain brand names that are no longer in use and £67.5 million in regard to customer relationships where the underlying clients have been lost. £70.6 million of the impairment charge relates to the Advertising and Media Investment Management segment, £38.2 million relates to the Data Investment Management segment, and £17.3 million relates to the Brand Consulting, Health & Wellness and Specialist Communications segment. In addition, the total amortisation and impairment of acquired intangible assets includes £4.2 million (2017: £5.7 million) in relation to associates.

In accordance with the Group’s accounting policy, the carrying values of goodwill and intangible assets with indefinite useful lives are reviewed for impairment annually or more frequently if events or changes in circumstances indicate that the asset might be impaired.

12. Intangible assets (continued)

The impairment review is undertaken annually on 30 September. The review assessed whether the carrying value of goodwill and intangible assets with indefinite useful lives was supported by the net present value of future cash flows, using a pre-tax discount rate of 9.0% (2017: 8.5%) and management forecasts for a projection period of up to five years, followed by an assumed annual long-term growth rate of 3.0% (2017: 3.0%) and no assumed improvement in operating margin. Management have made the judgement that this long-term growth rate does not exceed the long-term average growth rate for the industry.

The goodwill impairment charge of £183.9 million (2017: £27.1 million) primarily relates to a charge of £148.0 million on VMLY&R, driven by challenges in the advertising businesses in the Advertising and Media Investment Management segment. The recoverable amount for the VMLY&R cash-generating unit is £1,327.3 million. It is based on a value in use calculation, assuming a pre-tax discount rate of 8.7% specific to VMLY&R. A pre-tax discount rate of 8.5% was used in the prior year. The cash-generating unit includes goodwill, intangible assets, and other assets. The remaining £35.9 million relates to a number of under-performing businesses in the Group. In certain markets, the impact of local economic conditions and trading circumstances on these businesses was sufficiently severe to indicate impairment to the carrying value of goodwill.

The VMLY&R impairment review is sensitive to changes in the assumptions used, most notably to changes in the discount rate, terminal growth rate and terminal margin. A summary of the movements in the impairment charge from a change in these assumptions is as follows:

– 0.1% movement in the discount rate would increase or decrease the impairment charge by £23 million;

– 0.1% movement in the terminal growth rate would increase or decrease the impairment charge by £19 million; and

– 0.1% movement in terminal margin would increase or decrease the impairment charge by £8 million.

Under IFRS, an impairment charge is required for both goodwill and other indefinite-lived assets when the carrying amount exceeds the ‘recoverable amount’, defined as the higher of fair value less costs to sell and value in use.

Our approach in determining the recoverable amount utilises a discounted cash flow methodology, which necessarily involves making numerous estimates and assumptions regarding revenue growth, operating margins, appropriate discount rates and working capital requirements. The key assumptions used for estimating cash flow projections in the Group’s impairment testing are those relating to revenue growth and operating margin. The key assumptions take account of the businesses’ expectations for the projection period. These expectations consider the macroeconomic environment, industry and market conditions, the unit’s historical performance and any other circumstances particular to the unit, such as business strategy and client mix.

These estimates will likely differ from future actual results of operations and cash flows, and it is possible that these differences could be material. In addition, judgements are applied in determining the level of cash-generating unit identified for impairment testing and the criteria used to determine which assets should be aggregated. A difference in testing levels could affect whether an impairment is recorded and the extent of impairment loss. For the 2018 impairment review, certain assets previously aggregated with the VMLY&R cash-generating unit have been realigned to other cash-generating units as part of the overall effort to simplify operations and become more client-centric. Changes in our business activities or structure may also result in additional changes to the level of testing in future periods. Further, future events could cause the Group to conclude that impairment indicators exist and that the asset values associated with a given operation have become impaired. Any resulting impairment loss could have a material impact on the Group’s financial condition and results of operations.

Historically our impairment losses have resulted from a specific event, condition or circumstance in one of our companies, such as the loss of a significant client. As a result, changes in the assumptions used in our impairment model have not had a significant effect on the impairment charges recognised and a reasonably possible change in assumptions would not lead to a significant impairment, except for VMLY&R as discussed above. The carrying value of goodwill and other intangible assets will continue to be reviewed at least annually for impairment and adjusted down to the recoverable amount if required.

F-24

Notes to the consolidated financial statements (continued)

13. Property, plant and equipment

The movements in 2018 and 2017 were as follows:

	Land £m		Freehold buildings £m			Leasehold buildings £m			Fixtures, fittings and equipment £m			Computer equipment £m			Total £m
Cost:
1 January 2017		37.1		126.4			1,012.5			402.6			743.4			2,322.0
Additions		–		4.3			165.0			31.7			87.9			288.9
New acquisitions		–		–			2.0			2.4			1.1			5.5
Disposals		–		(1.2	)		(46.1	)		(40.7	)		(54.6	)		(142.6	)
Exchange adjustments		–		(10.7	)		(51.6	)		(18.8	)		(74.8	)		(155.9	)
31 December 2017		37.1		118.8			1,081.8			377.2			703.0			2,317.9
Additions		–		17.7			161.4			49.9			85.8			314.8
New acquisitions		–		0.1			0.9			1.2			0.9			3.1
Disposals		–		–			(83.5	)		(62.9	)		(109.3	)		(255.7	)
Exchange adjustments		–		(1.1	)		41.8			9.9			10.0			60.6
31 December 2018		37.1		135.5			1,202.4			375.3			690.4			2,440.7
Depreciation:
1 January 2017		–		25.2			509.8			240.0			578.3			1,353.3
Charge for the year		–		6.9			86.7			47.0			90.1			230.7
Disposals		–		(1.9	)		(42.6	)		(35.9	)		(54.4	)		(134.8	)
Exchange adjustments		–		(1.7	)		(27.8	)		(14.2	)		(67.1	)		(110.8	)
31 December 2017		–		28.5			526.1			236.9			546.9			1,338.4
Charge for the year		–		3.1			91.5			44.4			86.1			225.1
Disposals		–		–			(74.6	)		(58.0	)		(107.9	)		(240.5	)
Exchange adjustments		–		(4.5	)		24.3			6.4			8.5			34.7
31 December 2018		–		27.1			567.3			229.7			533.6			1,357.7
Net book value:
31 December 2018		37.1		108.4			635.1			145.6			156.8			1,083.0
31 December 2017		37.1		90.3			555.7			140.3			156.1			979.5
1 January 2017		37.1		101.2			502.7			162.6			165.1			968.7

At 31 December 2018, capital commitments contracted, but not provided for in respect of property, plant and equipment were £28.4 million (2017: £137.2 million).

14. Interests in associates, joint ventures and other investments

The movements in 2018 and 2017 were as follows:

	Interests in associates and joint ventures £m			Other investments £m
1 January 2017		1,069.4			1,310.3
Additions		34.5			67.7
Share of results of associate undertakings (note 4)		113.5			–
Dividends		(46.8	)		–
Other movements		3.4			–
Reclassification from other investments to associates		57.1			(57.1	)
Exchange adjustments		(10.6	)		(106.1	)
Disposals		(139.1	)		(1.7	)
Reclassification to subsidiaries		(6.3	)		–
Revaluation of other investments		–			32.1
Amortisation of other intangible assets		(5.7	)		–
Write-downs		(4.2	)		(91.7	)
31 December 2017		1,065.2			1,153.5
Additions		16.7			35.0
Share of results of associate undertakings (note 4)		43.5			–
Dividends		(49.7	)		–
Other movements		1.2			–
Reclassification from other investments to associates		0.3			(0.3	)
Exchange adjustments		12.9			–
Disposals		(304.0	)		(341.7	)
Reclassification to subsidiaries		16.9			–
Revaluation of other investments through profit or loss		–			68.1
Revaluation of other investments through other comprehensive income		–			(247.9	)
Amortisation of other intangible assets		(4.2	)		–
Write-downs		(2.0	)		–
31 December 2018		796.8			666.7

The investments included above as ‘other investments’ represent investments in equity securities that present the Group with opportunity for return through dividend income and trading gains. They have no fixed maturity or coupon rate. The fair values of the listed securities are based on quoted market prices. For unlisted securities, where market value is not available, the Group has estimated relevant fair values on the basis of publicly available information from outside sources.

The carrying values of the Group’s associates and joint ventures are reviewed for impairment in accordance with the Group’s accounting policies.

The Group’s principal associates and joint ventures at 31 December 2018 included:

	% owned		Country of incorporation
Barrows Design and Manufacturing (Pty) Limited		35.0		South Africa
Chime Communications Ltd		24.9		UK
CVSC Sofres Media Co Limited		40.0		China
Dat Viet VAC Media Corporation		30.0		Vietnam
GIIR Inc		30.0		Korea
Haworth Marketing & Media Company		49.0		USA
High Co SA		34.1		France
Imagina		22.5		Spain
Marktest Investimentos SGPS S.A.		40.0		Portugal
Nanjing Yindu Ogilvy Advertising Co. Ltd		49.0		China
Richard Attias and Associates1		49.0		USA
Smollan Holdings (Pty) Ltd		24.8		South Africa

Note

¹  The Group sold its shareholding in Richard Attias and Associates in January 2019.

F-25

Notes to the consolidated financial statements (continued)

14. Interests in associates, joint ventures and other investments (continued)

The market value of the Group’s shares in its principal listed associate undertakings at 31 December 2018 was as follows: GIIR Inc: £26.3 million, and High Co SA: £30.3 million (2017: GIIR Inc: £35.4 million and High Co SA: £33.3 million).

The carrying value (including goodwill and other intangibles) of these equity interests in the Group’s consolidated balance sheet at 31 December 2018 was as follows: GIIR Inc: £46.8 million and High Co SA: £37.1 million (2017: GIIR Inc: £41.6 million and High Co SA: £34.5 million).

Where the market value of the Group’s listed associates is less than the carrying value, an impairment review is performed utilising the discounted cash flow methodology discussed in note 12.

The Group’s investments in its principal associate undertakings are represented by ordinary shares.

Summarised financial information

The following tables present a summary of the aggregate financial performance and net asset position of the Group’s associate undertakings and joint ventures. These have been estimated and converted, where appropriate, to an IFRS presentation based on information provided by the relevant companies at 31 December 2018.

	2018 £m			2017 £m			2016 £m
Income statement
Revenue		3,685.8			3,800.8			2,254.5
Operating profit		378.4			440.4			308.3
Profit before taxation		194.7			381.9			237.2
Profit for the year		118.1			312.5			156.7
Balance sheet
Assets		2,940.9			3,192.9			4,223.1
Liabilities		(1,570.6	)		(1,633.7	)		(1,900.0	)
Net assets		1,370.3			1,559.2			2,323.1

The application of equity accounting is ordinarily discontinued when the investment is reduced to zero and additional losses are not provided for unless the Group has guaranteed obligations of the investee or is otherwise committed to provide further financial support for the investee.

At 31 December 2018, capital commitments contracted, but not provided for in respect of interests in associates and other investments were £31.4 million (2017: £54.2 million).

15. Deferred tax

The Group’s deferred tax assets and liabilities are measured at the end of each period in accordance with IAS 12 Income taxes. The recognition of deferred tax assets is determined by reference to the Group’s estimate of recoverability, using models where appropriate to forecast future taxable profits.

Deferred tax assets have only been recognised for territories where the Group considers that it is probable that all or a portion of the deferred tax assets will be realised. The main factors that we consider include:

– the future earnings potential determined through the use of internal forecasts;

– the cumulative losses in recent years;

– the various jurisdictions in which the potential deferred tax assets arise;

– the history of losses carried forward and other tax assets expiring;

– the timing of future reversal of taxable temporary differences;

– the expiry period associated with the deferred tax assets; and

– the nature of the income that can be used to realise the deferred tax asset.

If it is probable that some portion of these assets will not be realised, then no asset is recognised in relation to that portion.

If market conditions improve and future results of operations exceed our current expectations, our existing recognised deferred tax assets may be adjusted, resulting in future tax benefits. Alternatively, if market conditions deteriorate further or future results of operations are less than expected, future assessments may result in a determination that some or all of the deferred tax assets are not realisable. As a result, all or a portion of the deferred tax assets may need to be reversed.

F-26

Notes to the consolidated financial statements (continued)

15. Deferred tax (continued)

Certain deferred tax assets and liabilities have been offset as they relate to the same tax group. The following is the analysis of the deferred tax balances for financial reporting purposes:

	Gross 2018 £m			Offset 2018 £m			As reported 2018 £m			Gross 2017 £m			Offset 2017 £m			As reported 2017 £m
Deferred tax assets		412.0			(259.0	)		153.0			411.8			(251.5	)		160.3
Deferred tax liabilities		(738.5	)		259.0			(479.5	)		(765.2	)		251.5			(513.7	)
		(326.5	)		–			(326.5	)		(353.4	)		–			(353.4	)

The following are the major gross deferred tax assets recognised by the Group and movements thereon in 2018 and 2017:

	Deferred compensation £m			Accounting provisions and accruals £m			Retirement benefit obligations £m			Property, plant and equipment £m			Tax losses and credits £m			Share- based payments £m			Restructuring provisions £m			Other temporary differences £m			Total £m
1 January 2017		95.6			80.6			141.4			70.8			89.7			75.8			5.9			38.2			598.0
Acquisition of subsidiaries		–			–			–			–			–			–			–			2.6			2.6
(Charge)/credit to income		(5.5	)		6.6			(10.2	)		6.9			(34.4	)		(0.4	)		(1.5	)		(21.7	)		(60.2	)
Impact of US tax reform		(30.8	)		(8.1	)		(29.1	)		(6.8	)		23.1			(10.9	)		1.6			(1.1	)		(62.1	)
Charge to other comprehensive income		–			–			(20.9	)		–			–			–			–			–			(20.9	)
Charge to equity		–			–			–			–			–			(27.3	)		–			–			(27.3	)
Exchange differences		(5.8	)		5.8			(5.6	)		(2.5	)		(5.7	)		(4.2	)		(0.2	)		(0.1	)		(18.3	)
31 December 2017		53.5			84.9			75.6			68.4			72.7			33.0			5.8			17.9			411.8
Acquisition of subsidiaries		–			–			–			–			–			–			–			2.0			2.0
Credit/(charge) to income		4.7			13.0			(11.2	)		(20.6	)		(8.9	)		(15.3	)		10.7			11.0			(16.6	)
Charge to other comprehensive income		–			–			(0.2	)		–			–			–			–			–			(0.2	)
Charge to equity		–			–			–			–			–			(1.6	)		–			–			(1.6	)
Exchange differences		3.4			3.5			4.3			0.1			3.3			0.7			0.8			0.5			16.6
31 December 2018		61.6			101.4			68.5			47.9			67.1			16.8			17.3			31.4			412.0

Other temporary differences comprise a number of items including tax deductible goodwill, none of which is individually significant to the Group’s consolidated balance sheet. At 31 December 2018 the balance related to temporary differences in relation to revenue adjustments, tax deductible goodwill, fair value adjustments, and other temporary differences.

In addition the Group has recognised the following gross deferred tax liabilities and movements thereon in 2018 and 2017:

	Brands and other intangibles £m			Associate earnings £m			Goodwill £m			Property, plant and equipment £m			Financial instruments £m			Other temporary differences £m			Total £m
1 January 2017		755.9			28.3			232.5			36.2			64.0			33.1			1,150.0
Acquisition of subsidiaries		21.4			–			–			–			–			–			21.4
(Credit)/charge to income		(49.9	)		(6.0	)		0.7			(0.5	)		(3.3	)		5.1			(53.9	)
Impact of US tax reform		(203.8	)		–			(76.3	)		(11.9	)		(22.2	)		18.0			(296.2	)
Charge to other comprehensive income		–			–			–			–			–			3.7			3.7
Exchange differences		(34.4	)		(0.7	)		(16.5	)		(2.6	)		(2.3	)		(3.3	)		(59.8	)
31 December 2017		489.2			21.6			140.4			21.2			36.2			56.6			765.2
Acquisition of subsidiaries		10.7			–			–			–			–			–			10.7
(Credit)/charge to income		(68.8	)		(3.9	)		31.8			(0.3	)		(0.9	)		(20.7	)		(62.8	)
Charge to other comprehensive income		–			–			–			–			–			0.5			0.5
Exchange differences		7.5			(0.1	)		10.1			1.3			4.6			1.5			24.9
31 December 2018		438.6			17.6			182.3			22.2			39.9			37.9			738.5

At the balance sheet date, the Group has gross tax losses and other temporary differences of £6,638.6 million (2017: £6,208.6 million) available for offset against future profits. Deferred tax assets have been recognised in respect of the tax benefit of £1,763.4 million (2017: £1,539.3 million) of such tax losses and other temporary differences. No deferred tax asset has been recognised in respect of the remaining £4,875.2 million (2017: £4,669.3 million) of losses and other temporary differences as the Group considers that there will not be enough taxable profits in the entities concerned such that any additional asset could be considered recoverable. Included in the total unrecognised temporary differences are losses of £46.4 million (2017: £56.5 million) that will expire within 1–10 years, and £4,572.6 million (2017: £4,421.5 million) of losses that may be carried forward indefinitely.

At the balance sheet date, the aggregate amount of the temporary differences in relation to the investment in subsidiaries for which deferred tax liabilities have not been recognised was £1,768.5 million (2017: £3,898.0 million). No liability has been recognised in respect of these differences because the Group is in a position to control the timing of the reversal of the temporary differences and the Group considers that it is probable that such differences will not reverse in the foreseeable future.

F-27

Notes to the consolidated financial statements (continued)

16. Trade and other receivables

The following are included in trade and other receivables:

Amounts falling due within one year:

	2018 £m		20171 £m
Trade receivables (net of bad debt provision)		8,062.2		7,889.7
Work in progress		366.5		401.1
VAT and sales taxes recoverable		264.2		202.3
Prepayments		287.3		298.3
Accrued income		3,541.2		3,205.8
Fair value of derivatives		1.3		1.0
Other debtors		578.8		532.5
		13,101.5		12,530.7

Note

¹  Prior year figures have been restated for the impact of the adoption of IFRS 15 Revenue from Contracts with Customers, as described in the accounting policies.

The ageing of trade receivables and other financial assets by due date is as follows:

					Past due but not impaired
2018	Carrying amount at 31 December 2018 £m		Neither past due nor impaired £m		0-30 days £m		31-90 days £m		91-180 days £m		181 days- 1 year £m		Greater than 1 year £m
Trade receivables		8,062.2		5,873.7		1,370.7		549.1		128.3		75.6		64.8
Other financial assets		551.7		424.9		61.3		14.2		8.6		7.7		35.0
		8,613.9		6,298.6		1,432.0		563.3		136.9		83.3		99.8
					Past due but not impaired
2017	Carrying amount at 31 December 2017 £m		Neither past due nor impaired £m		0-30 days £m		31-90 days £m		91-180 days £m		181 days- 1 year £m		Greater than 1 year £m
Trade receivables		7,889.7		5,466.6		1,629.6		577.0		143.0		48.8		24.7
Other financial assets		500.4		331.2		107.0		6.6		4.7		10.3		40.6
		8,390.1		5,797.8		1,736.6		583.6		147.7		59.1		65.3

Other financial assets are included in other debtors.

Past due amounts are not impaired where collection is considered likely.

Amounts falling due after more than one year:

	2018 £m		2017 £m
Prepayments		3.0		3.6
Accrued income		16.5		20.5
Fair value of derivatives		8.4		2.1
Other debtors		152.1		150.0
		180.0		176.2

The Group has applied the practical expedient permitted by IFRS 15 to not disclose the transaction price allocated to performance obligations unsatisfied (or partially unsatisfied) as of the end of the reporting period as contracts typically have an original expected duration of a year or less.

16. Trade and other receivables (continued)

Bad debt provisions:

	2018 £m			2017 £m			2016 £m
At beginning of year		91.3			93.8			85.4
New acquisitions		1.5			1.2			1.8
Charged to the income statement		66.7			27.4			15.5
Released to the income statement		(11.6	)		(8.4	)		(6.3	)
Exchange adjustments		2.1			(4.1	)		13.7
Utilisations and other movements		(33.4	)		(18.6	)		(16.3	)
At end of year		116.6			91.3			93.8

The allowance for bad and doubtful debts is equivalent to 1.4% (2017: 1.1%, 2016: 1.2%) of gross trade accounts receivables.

The requirement to use an expected loss method of impairment of financial assets on adoption of IFRS 9 on 1 January 2018 did not have a material impact on the Group. The Group has applied the simplified approach to measuring expected credit losses, as permitted by IFRS 9, and recognises a loss allowance based on the financial asset’s lifetime expected credit loss. Based on the aging of the invoice, the loss allowance at 31 December 2018 and 1 January 2018 (on adoption of IFRS 9) is as follows:

31 December 2018	£m		0-90 days £m		91-180 days £m		181 days- 1 year £m		Over 1 year £m
Gross trade receivables		8,178.9		7,621.9		381.5		86.5		89.0
Loss allowance		116.6		11.3		3.8		39.2		62.3
Expected loss rate		1.4%		0.1%		1.0%		45.3%		70.0%

1 January 2018	£m		0-90 days £m		91-180 days £m		181 days- 1 year £m		Over 1 year £m
Gross trade receivables		7,981.0		7,392.6		425.6		78.6		84.2
Loss allowance		91.3		2.9		2.8		24.2		61.4
Expected loss rate		1.1%		–		0.7%		30.8%		73.0%

Impairment losses on work in progress and accrued income were immaterial for the years presented.

The Group considers that the carrying amount of trade and other receivables approximates their fair value.

17. Trade and other payables: amounts falling due within one year

The following are included in trade and other payables falling due within one year:

	2018 £m		2017 £m
Trade payables		10,524.3		9,893.0
Deferred income		1,253.6		1,212.1
Payments due to vendors (earnout agreements)		148.2		180.7
Liabilities in respect of put option agreements with vendors		36.8		38.6
Fair value of derivatives		2.6		3.5
Other creditors and accruals		3,072.9		2,913.2
		15,038.4		14,241.1

The Group considers that the carrying amount of trade and other payables approximates their fair value.

F-28

Notes to the consolidated financial statements (continued)

18. Trade and other payables: amounts falling due after more than one year

The following are included in trade and other payables falling due after more than one year:

	2018 £m		2017 £m
Payments due to vendors (earnout agreements)		266.5		450.0
Liabilities in respect of put option agreements with vendors		205.2		219.5
Fair value of derivatives		14.2		3.3
Other creditors and accruals		355.5		320.0
		841.4		992.8

The Group considers that the carrying amount of trade and other payables approximates their fair value.

The following tables set out payments due to vendors, comprising contingent consideration and the Directors’ best estimates of future earnout-related obligations:

	2018 £m			2017 £m
Within one year		148.2			180.7
Between one and two years		140.2			128.3
Between two and three years		38.5			144.1
Between three and four years		50.3			58.3
Between four and five years		20.4			103.1
Over five years		17.1			16.2
		414.7			630.7
	2018 £m			2017 £m
At beginning of year		630.7			976.5
Earnouts paid (note 11)		(120.2	)		(199.1	)
New acquisitions		48.6			163.7
Revision of estimates taken to goodwill (note 12)		(68.3	)		(60.7	)
Revaluation of payments due to vendors (note 6)		(82.6	)		(208.6	)
Exchange adjustments		6.5			(41.1	)
At end of year		414.7			630.7

As of 31 December 2018, the potential undiscounted amount of future payments that could be required under the earnout agreements for acquisitions completed in the current year and for all earnout agreements range from £nil to £179 million (2017: £nil to £228 million) and £nil to £1,960 million (2017: £nil to £1,910 million), respectively.

19. Bank overdrafts, bonds and bank loans

Amounts falling due within one year:

	2018 £m		2017 £m
Bank overdrafts		442.0		393.2
Corporate bonds and bank loans		583.1		230.9
		1,025.1		624.1

The Group considers that the carrying amount of bank overdrafts approximates their fair value.

Amounts falling due after more than one year:

	2018 £m		2017 £m
Corporate bonds and bank loans		5,634.8		6,250.4

19. Bank overdrafts, bonds and bank loans (continued)

The Group estimates that the fair value of corporate bonds is £5,965.7 million at 31 December 2018 (2017: £5,816.5 million). The fair values of the corporate bonds are based on quoted market prices.

The Group considers that the carrying amount of bank loans of £186.8 million (2017: £993.4 million) approximates their fair value.

The corporate bonds, bank loans and overdrafts included within liabilities fall due for repayment as follows:

	2018 £m		2017 £m
Within one year		1,025.1		624.1
Between one and two years		423.8		727.6
Between two and three years		761.0		421.0
Between three and four years		609.8		1,384.2
Between four and five years		670.1		356.6
Over five years		3,170.1		3,361.0
		6,659.9		6,874.5

20. Provisions for liabilities and charges

The movements in 2018 and 2017 were as follows:

	Property £m			Other £m			Total £m
1 January 2017		58.5			169.4			227.9
Charged to the income statement		4.1			16.9			21.0
Acquisitions1		4.0			22.8			26.8
Utilised		(6.0	)		(21.4	)		(27.4	)
Released to the income statement		(5.5	)		(5.9	)		(11.4	)
Transfers		0.1			7.1			7.2
Exchange adjustments		(2.6	)		(12.5	)		(15.1	)
31 December 2017		52.6			176.4			229.0
Charged to the income statement2		72.1			13.9			86.0
Acquisitions1		0.5			8.3			8.8
Utilised		(5.7	)		(20.1	)		(25.8	)
Released to the income statement		(5.7	)		(4.6	)		(10.3	)
Transfers		2.0			10.9			12.9
Exchange adjustments		2.9			8.2			11.1
31 December 2018		118.7			193.0			311.7

Notes

¹  Acquisitions include £8.4 million (2017: £21.9 million) of provisions arising from revisions to fair value adjustments related to the acquisition of subsidiary undertakings that had been determined provisionally at the immediately preceding balance sheet date, as permitted by IFRS 3 Business Combinations.

²  Amounts charged to the income statement in 2018 include £50.6 million in regard to transformation costs with respect to the strategic initiative of co-locations in major cities.

The Company and various of its subsidiaries are, from time to time, parties to legal proceedings and claims which arise in the ordinary course of business. The Directors do not anticipate that the outcome of these proceedings and claims will have a material adverse effect on the Group’s financial position or on the results of its operations.

21. Share-based payments

Charges for share-based incentive plans were as follows:

	2018 £m		2017 £m		2016 £m
Share-based payments (note 5)		84.8		105.0		106.5

Share-based payments comprise charges for stock options and restricted stock awards to employees of the Group.

As of 31 December 2018, there was £146.0 million (2017: £156.0 million) of total unrecognised compensation cost related to the Group’s restricted stock plans. That cost is expected to be recognised over an average period of one to two years.

F-29

Notes to the consolidated financial statements (continued)

21. Share-based payments (continued)

Further information on stock options is provided in note 25.

Restricted stock plans

The Group operates a number of equity-settled share incentive schemes, in most cases satisfied by the delivery of stock from one of the Group’s ESOP Trusts. The most significant current schemes are as follows:

Executive Performance Share Plan (EPSP)

This scheme is intended to reward and incentivise the most senior executives of the Group. The performance period is five complete financial years, commencing with the financial year in which the award is granted. The vest date will usually be in the March following the end of the five-year performance period. Vesting is conditional on continued employment throughout the vesting period.

There are three performance criteria, each constituting one-third of the vesting value, and each measured over this five-year period:

(i) TSR against a comparator group of companies. Threshold performance (equating to ranking in the 50th percentile of the comparator group) will result in 20% vesting of the part of the award dependent on TSR. The maximum vest of 100% will arise if performance ranks in the 90th percentile, with a sliding scale of vesting for performance between threshold and maximum.

(ii) Headline diluted earnings per share. Threshold performance (7% compound annual growth) will again result in a 20% vest. Maximum performance of 14% compound annual growth will give rise to a 100% vest, with a sliding vesting scale for performance between threshold and maximum.

(iii) Return on equity (ROE). Average annual ROE defined as headline diluted EPS divided by the balance sheet value per share of shareholders’ equity. Threshold performance ranges between 10–14% average annual ROE and maximum performance ranges between 14–18%, with a sliding scale in between. Threshold again gives rise to a 20% vest, 100% for maximum, with a sliding scale in between.

Performance Share Awards (PSA)

Grants of restricted stock under PSA are dependent upon annual performance targets, typically based on one or more of: operating profit, profit before taxation and operating margin. Grants are made in the year following the year of performance measurement, and vest two years after grant date provided the individual concerned is continually employed by the Group throughout this time.

Leaders, Partners and High Potential Group

This scheme provides annual grants of restricted stock to 1,800 key executives of the Group. Vesting is conditional on continued employment over the three-year vesting period.

Valuation methodology

For all of these schemes, the valuation methodology is based upon fair value on grant date, which is determined by the market price on that date or the application of a Black-Scholes model, depending upon the characteristics of the scheme concerned. The assumptions underlying the Black-Scholes model are detailed in note 25, including details of assumed dividend yields. Market price on any given day is obtained from external, publicly available sources.

Market/non-market conditions

Most share-based plans are subject to non-market performance conditions, such as margin or growth targets, as well as continued employment. EPSP is subject to a number of performance conditions, including TSR, a market-based condition.

For schemes without market-based performance conditions, the valuation methodology above is applied and, at each year-end, the relevant accrual for each grant is revised, if appropriate, to take account of any changes in estimate of the likely number of shares expected to vest.

For schemes with market-based performance conditions, the probability of satisfying these conditions is assessed at grant date through a statistical model (such as the Monte Carlo Model) and applied to the fair value. This initial valuation remains fixed throughout the life of the relevant plan, irrespective of the actual outcome in terms of performance. Where a lapse occurs due to cessation of employment, the cumulative charge taken to date is reversed.

21. Share-based payments (continued)

Movement on ordinary shares granted for significant restricted stock plans:

	Non-vested 1 January 2018 number m		Granted number m		Lapsed number m			Vested number m			Non-vested 31 December 2018 number m
Executive Performance Share Plan (EPSP)		9.1		0.7		(1.1	)		(2.0	)		6.7
Performance Share Awards (PSA)		1.9		1.4		(0.1	)		(0.9	)		2.3
Leaders, Partners and High Potential Group		6.8		4.8		(0.7	)		(1.8	)		9.1
Weighted average fair value (pence per share):
Executive Performance Share Plan (EPSP)		1,368p		814p		1,500p			1,122p			1,363p
Performance Share Awards (PSA)		1,659p		1,202p		1,522p			1,517p			1,437p
Leaders, Partners and High Potential Group		1,502p		806p		1,472p			1,426p			1,154p

The total fair value of shares vested for all the Group’s restricted stock plans during the year ended 31 December 2018 was £107.2 million (2017: £114.8 million, 2016: £116.8 million).

22. Provision for post-employment benefits

Companies within the Group operate a large number of pension plans, the forms and benefits of which vary with conditions and practices in the countries concerned. The Group’s pension costs are analysed as follows:

	2018 £m		2017 £m		2016 £m
Defined contribution plans		172.3		175.9		153.5
Defined benefit plans charge to operating profit		18.9		16.1		24.6
Pension costs (note 5)		191.2		192.0		178.1
Net interest expense on pension plans (note 6)		4.4		6.3		6.7
		195.6		198.3		184.8

Defined benefit plans

The pension costs are assessed in accordance with the advice of local independent qualified actuaries. The latest full actuarial valuations for the various pension plans were carried out at various dates in the last three years. These valuations have been updated by the local actuaries to 31 December 2018.

The Group’s policy is to close existing defined benefit plans to new members. This has been implemented across a significant number of the pension plans.

Contributions to funded plans are determined in line with local conditions and practices. Contributions in respect of unfunded plans are paid as they fall due. The total contributions (for funded plans) and benefit payments (for unfunded plans) paid for 2018 amounted to £44.9 million (2017: £68.2 million, 2016: £43.7 million). Employer contributions and benefit payments in 2019 are expected to be approximately £50 million.

F-30

Notes to the consolidated financial statements (continued)

22. Provision for post-employment benefits (continued)

(a) Assumptions

There are a number of areas in pension accounting that involve estimates made by management based on advice of qualified advisors. These include establishing the discount rates, rates of increase in salaries and pensions in payment, inflation, and mortality assumptions. The main weighted average assumptions used for the actuarial valuations at 31 December are shown in the following table:

	2018 % pa		2017 % pa		2016 % pa		2015 % pa
UK
Discount rate1		2.8		2.4		2.5		3.7
Rate of increase in salaries2		n/a		n/a		3.5		3.1
Rate of increase in pensions in payment		4.3		4.1		4.1		3.9
Inflation		2.8		2.7		2.8		2.4
North America
Discount rate1		4.1		3.5		3.8		4.0
Rate of increase in salaries		3.0		3.1		3.1		3.0
Inflation		n/a		4.0		4.0		2.5
Western Continental Europe
Discount rate1		2.0		1.9		1.7		2.5
Rate of increase in salaries		2.3		1.9		2.0		2.3
Rate of increase in pensions in payment		1.2		1.2		1.3		1.6
Inflation		1.7		1.7		1.7		2.0
Asia Pacific, Latin America, Africa & Middle East and Central & Eastern Europe
Discount rate1		5.0		4.2		4.2		4.2
Rate of increase in salaries		5.8		5.5		5.9		5.8
Inflation		3.6		4.0		4.0		4.0

Notes

¹  Discount rates are based on high-quality corporate bond yields. In countries where there is no deep market in corporate bonds, the discount rate assumption has been set with regard to the yield on long-term government bonds.

²  The salary assumptions are no longer applicable to the UK as all plans were frozen since 2017. Active participants will not accrue additional benefits for future services under these plans.

For the Group’s pension plans, the plans’ assets are invested with the objective of being able to meet current and future benefit payment needs, while controlling balance sheet volatility and future contributions. Pension plan assets are invested with a number of investment managers, and assets are diversified among equities, bonds, insured annuities, property and cash or other liquid investments. The primary use of bonds as an investment class is to match the anticipated cash flows from the plans to pay pensions. The Group is invested in high-quality corporate and government bonds which share similar risk characteristics and are of equivalent currency and term to the plan liabilities. Various insurance policies have also been bought historically to provide a more exact match for the cash flows, including a match for the actual mortality of specific plan members. These insurance policies effectively provide protection against both investment fluctuations and longevity risks. The strategic target allocation varies among the individual plans.

Management considers the types of investment classes in which the pension plan assets are invested. The types of investment classes are determined by economic and market conditions and in consideration of specific asset class risk.

Management periodically commissions detailed asset and liability studies performed by third-party professional investment advisors and actuaries that generate probability-adjusted expected future returns on those assets. These studies also project the estimated future pension payments and evaluate the efficiency of the allocation of the pension plan assets into various investment categories.

22. Provision for post-employment benefits (continued)

At 31 December 2018, the life expectancies underlying the value of the accrued liabilities for the main defined benefit pension plans operated by the Group were as follows:

Years life expectancy after age 65	All plans		North America		UK		Western Continental Europe		Other1
– current pensioners (at age 65) – male		22.2		22.1		23.2		21.1		17.0
– current pensioners (at age 65) – female		23.9		23.6		24.3		24.0		21.4
– future pensioners (current age 45) – male		24.0		23.7		24.8		23.5		17.0
– future pensioners (current age 45) – female		25.7		25.2		26.1		26.2		21.4

Note

¹  Includes Asia Pacific, Latin America, Africa & Middle East and Central & Eastern Europe.

The life expectancies after age 65 at 31 December 2017 were 22.4 years and 24.0 years for male and female current pensioners (at age 65), respectively, and 23.8 years and 25.7 years for male and female future pensioners (current age 45), respectively.

In the determination of mortality assumptions, management uses the most up-to-date mortality tables available in each country.

The following table provides information on the weighted average duration of the defined benefit pension obligations and the distribution of the timing of benefit payments for the next 10 years. The duration corresponds to the weighted average length of the underlying cash flows.

	All plans		North America		UK		Western Continental Europe		Other1
Weighted average duration of the defined benefit obligation (years)		11.8		8.5		14.2		15.7		8.2
Expected benefit payments over the next 10 years (£m)
Benefits expected to be paid within 12 months		67.2		36.3		16.4		9.3		5.1
Benefits expected to be paid in 2020		58.4		34.3		12.9		8.6		2.5
Benefits expected to be paid in 2021		58.3		33.7		12.8		8.6		3.1
Benefits expected to be paid in 2022		59.1		33.6		12.7		9.1		3.6
Benefits expected to be paid in 2023		56.6		30.4		12.9		9.4		3.9
Benefits expected to be paid in the next five years		276.6		131.0		66.1		52.8		26.6

Note

¹  Includes Asia Pacific, Latin America, Africa & Middle East and Central & Eastern Europe.

The following table presents a sensitivity analysis for each significant actuarial assumption showing how the defined benefit obligation would have been affected by changes in the relevant actuarial assumption that were reasonably possible at the balance sheet date. This sensitivity analysis applies to the defined benefit obligation only and not to the net defined benefit pension liability in its entirety, the measurement of which is driven by a number of factors including, in addition to the assumptions below, the fair value of plan assets.

F-31

Notes to the consolidated financial statements (continued)

22. Provision for post-employment benefits (continued)

The sensitivity analyses are based on a change in one assumption while holding all other assumptions constant so that interdependencies between the assumptions are excluded. The methodology applied is consistent with that used to determine the recognised defined benefit obligation. The sensitivity analysis for inflation is not shown as it is an underlying assumption to build the pension and salary increase assumptions. Changing the inflation assumption on its own without changing the salary or pension assumptions will not result in a significant change in pension liabilities.

	Increase/(decrease) in benefit obligation
Sensitivity analysis of significant actuarial assumptions	2018 £m			2017 £m
Discount rate
Increase by 25 basis points
UK		(9.8	)		(13.1	)
North America		(8.8	)		(9.9	)
Western Continental Europe		(8.7	)		(9.2	)
Other1		(0.7	)		(0.6	)
Decrease by 25 basis points
UK		10.3			13.8
North America		9.1			10.2
Western Continental Europe		9.3			9.8
Other1		0.7			0.6
Rate of increase in salaries
Increase by 25 basis points
North America		–			0.1
Western Continental Europe		1.3			1.5
Other1		0.7			0.6
Decrease by 25 basis points
North America		–			(0.1	)
Western Continental Europe		(1.2	)		(1.5	)
Other1		(0.6	)		(0.6	)
Rate of increase in pensions in payment
Increase by 25 basis points
UK		1.3			2.4
Western Continental Europe		5.3			6.2
Decrease by 25 basis points
UK		(0.8	)		(1.9	)
Western Continental Europe		(5.0	)		(5.8	)
Life expectancy
Increase in longevity by one additional year
UK		13.6			16.9
North America		5.7			6.0
Western Continental Europe		6.9			7.0

Note

¹  Includes Asia Pacific, Latin America, Africa & Middle East and Central & Eastern Europe.

22. Provision for post-employment benefits (continued)

(b) Assets and liabilities

At 31 December, the fair value of the assets in the pension plans, and the assessed present value of the liabilities in the pension plans are shown in the following table:

	2018 £m			%		2017 £m			%		2016 £m			%
Equities		76.5			9.1		124.6			13.4		161.9			17.3
Bonds		544.9			64.8		520.0			55.9		566.0			60.6
Insured annuities		90.9			10.8		178.5			19.2		63.5			6.8
Property		0.9			0.1		1.3			0.1		1.6			0.2
Cash		31.1			3.7		9.9			1.1		44.9			4.8
Other		96.3			11.5		95.7			10.3		96.3			10.3
Total fair value of assets		840.6			100.0		930.0			100.0		934.2			100.0
Present value of liabilities		(1,024.0	)				(1,135.4	)				(1,209.8	)
Deficit in the plans		(183.4	)				(205.4	)				(275.6	)
Irrecoverable surplus		(0.9	)				(0.9	)				(0.9	)
Net liability1		(184.3	)				(206.3	)				(276.5	)
Plans in surplus		42.8					43.9					28.0
Plans in deficit		(227.1	)				(250.2	)				(304.5	)

Note

¹  The related deferred tax asset is discussed in note 15.

All plan assets have quoted prices in active markets with the exception of insured annuities and other assets.

Surplus/(deficit) in plans by region	2018 £m			2017 £m			2016 £m
UK		33.7			31.5			20.0
North America		(68.7	)		(89.2	)		(133.8	)
Western Continental Europe		(104.6	)		(107.7	)		(116.9	)
Asia Pacific, Latin America, Africa & Middle East and Central & Eastern Europe		(43.8	)		(40.0	)		(44.9	)
Deficit in the plans		(183.4	)		(205.4	)		(275.6	)

Some of the Group’s defined benefit plans are unfunded (or largely unfunded) by common custom and practice in certain jurisdictions. In the case of these unfunded plans, the benefit payments are made as and when they fall due. Pre-funding of these plans would not be typical business practice.

F-32

Notes to the consolidated financial statements (continued)

22. Provision for post-employment benefits (continued)

The following table shows the split of the deficit at 31 December between funded and unfunded pension plans.

	2018 Surplus/ (deficit) £m			2018 Present value  of liabilities £m			2017 Surplus/ (deficit) £m			2017 Present value of liabilities £m			2016 Surplus/ (deficit) £m			2016 Present value of liabilities £m
Funded plans by region
UK		33.7			(290.5	)		31.5			(387.5	)		20.0			(406.4	)
North America		(4.6	)		(375.3	)		(21.4	)		(385.4	)		(56.0	)		(420.4	)
Western Continental Europe		(35.8	)		(168.4	)		(37.9	)		(173.3	)		(48.9	)		(180.9	)
Asia Pacific, Latin America, Africa & Middle East and Central & Eastern Europe		(6.6	)		(19.7	)		(4.2	)		(15.8	)		(5.8	)		(17.2	)
Deficit/liabilities in the funded plans		(13.3	)		(853.9	)		(32.0	)		(962.0	)		(90.7	)		(1,024.9	)
Unfunded plans by region
UK		–			–			–			–			–			–
North America		(64.1	)		(64.1	)		(67.8	)		(67.8	)		(77.8	)		(77.8	)
Western Continental Europe		(68.8	)		(68.8	)		(69.8	)		(69.8	)		(68.0	)		(68.0	)
Asia Pacific, Latin America, Africa & Middle East and Central & Eastern Europe		(37.2	)		(37.2	)		(35.8	)		(35.8	)		(39.1	)		(39.1	)
Deficit/liabilities in the unfunded plans		(170.1	)		(170.1	)		(173.4	)		(173.4	)		(184.9	)		(184.9	)
Deficit/liabilities in the plans		(183.4	)		(1,024.0	)		(205.4	)		(1,135.4	)		(275.6	)		(1,209.8	)

In accordance with IAS 19, plans that are wholly or partially funded are considered funded plans.

(c) Pension expense

The following table shows the breakdown of the pension expense between amounts charged to operating profit, amounts charged to finance costs and amounts recognised in the consolidated statement of comprehensive income (OCI):

	2018 £m			2017 £m			2016 £m
Service cost1		15.5			13.0			22.4
Administrative expenses		3.4			3.1			2.2
Charge to operating profit		18.9			16.1			24.6
Net interest expense on pension plans		4.4			6.3			6.7
Charge to profit before taxation for defined benefit plans		23.3			22.4			31.3
Return on plan assets (excluding interest income)		(43.9	)		13.4			66.3
Changes in demographic assumptions underlying the present value of the plan liabilities		3.8			12.7			6.7
Changes in financial assumptions underlying the present value of the plan liabilities		45.2			(17.0	)		(92.6	)
Experience gain arising on the plan liabilities		3.8			7.9			1.0
Change in irrecoverable surplus		–			–			2.7
Actuarial gain/(loss) recognised in OCI		8.9			17.0			(15.9	)

Note

¹  Includes current service cost, past service costs related to plan amendments and (gain)/loss on settlements and curtailments.

22. Provision for post-employment benefits (continued)

(d) Movement in plan liabilities

The following table shows an analysis of the movement in the pension plan liabilities for each accounting period:

	2018 £m			2017 £m			2016 £m
Plan liabilities at beginning of year		1,135.4			1,209.8			1,039.9
Service cost1		15.5			13.0			22.4
Interest cost		30.7			32.9			37.2
Actuarial (gain)/loss
Effect of changes in demographic assumptions		(3.8	)		(12.7	)		(6.7	)
Effect of changes in financial assumptions		(45.2	)		17.0			92.6
Effect of experience adjustments		(3.8	)		(7.9	)		(1.0	)
Benefits paid		(75.6	)		(79.7	)		(92.4	)
Loss/(gain) due to exchange rate movements		30.0			(36.4	)		124.2
Settlement payments2		(70.4	)		(1.2	)		(4.8	)
Other3		11.2			0.6			(1.6	)
Plan liabilities at end of year		1,024.0			1,135.4			1,209.8

Notes

¹  Includes current service cost, past service costs related to plan amendments and (gain)/loss on settlements and curtailments.

²  In 2018, the Group completed the transfer of the defined benefit obligations for certain UK plans to an insurer resulting in £70.4 million settlement payments.

³  Other includes acquisitions, disposals, plan participants’ contributions and reclassifications. The reclassifications represent certain of the Group’s defined benefit plans which are included in this note for the first time in the periods presented.

(e) Movement in plan assets

The following table shows an analysis of the movement in the pension plan assets for each accounting period:

	2018 £m			2017 £m			2016 £m
Fair value of plan assets at beginning of year		930.0			934.2			814.2
Interest income on plan assets		26.3			26.6			30.5
Return on plan assets (excluding interest income)		(43.9	)		13.4			66.3
Employer contributions		44.9			68.2			43.7
Benefits paid		(75.6	)		(79.7	)		(92.4	)
Gain/(loss) due to exchange rate movements		23.0			(28.7	)		78.8
Settlement payments1		(70.4	)		(1.2	)		(4.8	)
Administrative expenses		(3.4	)		(3.1	)		(2.2	)
Other2		9.7			0.3			0.1
Fair value of plan assets at end of year		840.6			930.0			934.2
Actual return on plan assets		(17.6	)		40.0			96.8

Notes

¹  In 2018, the Group completed the transfer of the defined benefit obligations for certain UK plans to an insurer resulting in £70.4 million settlement payments.

²  Other includes acquisitions, disposals, plan participants’ contributions and reclassifications. The reclassifications represent certain of the Group’s defined benefit plans which are included in this note for the first time in the periods presented.

F-33

Notes to the consolidated financial statements (continued)

23. Risk management policies

Foreign currency risk

The Group’s results in pounds sterling are subject to fluctuation as a result of exchange rate movements. The Group does not hedge this translation exposure to its earnings but does hedge the currency element of its net assets using foreign currency borrowings, cross-currency swaps and forward foreign exchange contracts.

The Group effects these currency net asset hedges by borrowing in the same currencies as the operating (or ‘functional’) currencies of its main operating units. The majority of the Group’s debt is therefore denominated in US dollars, pounds sterling and euros. The Group’s borrowings at 31 December 2018 were primarily made up of $2,784 million, £1,044 million and €3,200 million (2017: $3,931 million, £600 million and €3,202 million). The Group’s average gross debt during the course of 2018 was $3,377 million, £1,039 million and €3,202 million (2017: $3,741 million, £1,242 million and €3,108 million).

The Group’s operations conduct the majority of their activities in their own local currency and consequently the Group has no significant transactional foreign exchange exposures arising from its operations. Any significant cross-border trading exposures are hedged by the use of forward foreign-exchange contracts. No speculative foreign exchange trading is undertaken.

Interest rate risk

The Group is exposed to interest rate risk on both interest-bearing assets and interest-bearing liabilities. The Group has a policy of actively managing its interest rate risk exposure while recognising that fixing rates on all its debt eliminates the possibility of benefiting from rate reductions and similarly, having all its debt at floating rates unduly exposes the Group to increases in rates.

Including the effect of interest rate and cross-currency swaps, 52.9% of the year-end US dollar debt is at fixed rates averaging 4.58% for an average period of 181 months; 47.1% of the year-end US dollar debt is at floating rates averaging 4.77% for an average period of 39 months; 100% of the sterling debt is at a fixed rate of 3.43% for an average period of 232 months; 84.4% of the euro debt is at fixed rates averaging 1.99% for an average period of 75 months and 15.6% of the euro debt is at floating rates averaging 0.05% for an average of 28 months.

Going concern and liquidity risk

In considering going concern and liquidity risk, the Directors have reviewed the Group’s future cash requirements and earnings projections. The Directors believe these forecasts have been prepared on a prudent basis and have also considered the impact of a range of potential changes to trading performance. The Directors have concluded that the Group should be able to operate within its current facilities and comply with its banking covenants for the foreseeable future and therefore believe it is appropriate to prepare the financial statements of the Group on a going concern basis. The potential impact of Brexit has been considered and is not deemed to have a significant effect on this assessment.

At 31 December 2018, the Group has access to £8.4 billion of committed facilities with maturity dates spread over the years 2019 to 2046 as illustrated below:

	£m		2019 £m		2020 £m		2021 £m		2022 £m		2023+ £m
£ bonds £400m (2.875% ’46)		400.0										400.0
US bond $450m (5.625% ’43)		353.3										353.3
US bond $272m (5.125% ’42)		213.1										213.1
Eurobonds €600m (1.625% ’30)		539.1										539.1
Eurobonds €750m (2.25%,’26)		673.9										673.9
Eurobonds €500m (1.375% ’25)		449.2										449.2
US bond $750m (3.75%,’24)		588.4										588.4
Eurobonds €750m (3.0% ’23)		673.9										673.9
US bond $500m (3.625% ’22)		392.3								392.3
Eurobonds €250m (3m EURIBOR + 0.45% ’22)		224.6								224.6
US bond $812m (4.75% ’21)		637.4						637.4
Bank revolver ($2,500m ’21)		1,961.4						1,961.4
Bank revolver (A$150m ’19, A$370m ’21)		287.3		82.9				204.4
£ bonds £200m (6.375% ’20)		200.0				200.0
Eurobonds €250m (3m EURIBOR + 0.32% ’20)		224.6				224.6
Eurobonds €600m (0.75% ’19)		539.1		539.1
Total committed facilities available		8,357.6		622.0		424.6		2,803.2		616.9		3,890.9
Drawn down facilities at 31 December 2018		6,282.9		571.1		424.6		779.4		616.9		3,890.9
Undrawn committed credit facilities		2,074.7

23. Risk management policies (continued)

Given the strong cash generation of the business, its debt maturity profile and available facilities, the Directors believe the Group has sufficient liquidity to match its requirements for the foreseeable future.

Treasury activities

Treasury activity is managed centrally from London, New York and Hong Kong, and is principally concerned with the monitoring of working capital, managing external and internal funding requirements and the monitoring and management of financial market risks, in particular interest rate and foreign exchange exposures.

The treasury operation is not a profit centre and its activities are carried out in accordance with policies approved by the Board of Directors and subject to regular review and audit.

The Group manages liquidity risk by ensuring continuity and flexibility of funding even in difficult market conditions. Undrawn committed borrowing facilities are maintained in excess of peak net-borrowing levels and debt maturities are closely monitored. Targets for debt less cash position are set on an annual basis and, to assist in meeting this, working capital targets are set for all the Group’s major operations.

Capital risk management

The Group manages its capital to ensure that entities in the Group will be able to continue as a going concern while maximising the return to stakeholders through the optimisation of the debt and equity balance. The capital structure of the Group consists of debt, which includes the borrowings disclosed in note 10, cash and cash equivalents and equity attributable to equity holders of the parent, comprising issued capital, reserves and retained earnings as disclosed in the consolidated statement of changes in equity and in notes 25 and 26.

Credit risk

The Group’s principal financial assets are cash and short-term deposits, trade and other receivables and investments, the carrying values of which represent the Group’s maximum exposure to credit risk in relation to financial assets, as shown in note 24.

The Group’s credit risk is primarily attributable to its trade receivables. The majority of the Group’s trade receivables are due from large national or multinational companies where the risk of default is considered low. The amounts presented in the consolidated balance sheet are net of allowances for doubtful receivables, estimated by the Group’s management based on expected losses, prior experience and their assessment of the current economic environment. A relatively small number of clients make up a significant percentage of the Group’s debtors, but no single client represents more than 5% of total trade receivables as at 31 December 2018.

The credit risk on liquid funds and derivative financial instruments is limited because the counterparties are banks with high credit ratings assigned by international credit-rating agencies or banks that have been financed by their government.

A relatively small number of clients contribute a significant percentage of the Group’s consolidated revenues. The Group’s clients generally are able to reduce advertising and marketing spending or cancel projects at any time for any reason. There can be no assurance that any of the Group’s clients will continue to utilise the Group’s services to the same extent, or at all, in the future. Clients can reduce their marketing spend, terminate contracts, or cancel projects on short notice. The loss of one or more of our largest clients, if not replaced by new accounts or an increase in business from existing clients, would adversely affect our financial condition.

Sensitivity analysis

The following sensitivity analysis addresses the effect of currency and interest rate risks on the Group’s financial instruments. The analysis assumes that all hedges are highly effective.

Currency risk

At 31 December 2018, the Group’s major foreign currency denominated borrowings are held in individual entities with the same financial reporting currencies as borrowings. Therefore a weakening or strengthening of sterling against the Group’s major currencies would not result in any gains or losses being posted directly to equity and there would be no profit before tax impact.

Interest rate risk

A one percentage point increase in market interest rates for all currencies in which the Group had cash and borrowings at 31 December 2018 would increase profit before tax by approximately £7.2 million (2017: £0.2 million). A one percentage decrease in market interest rates would have an equal and opposite effect. This has been calculated by applying the interest rate change to the Group’s variable rate cash and borrowings.

F-34

Notes to the consolidated financial statements (continued)

24. Financial instruments

Currency derivatives

The Group utilises currency derivatives to hedge significant future transactions and cash flows and the exchange risk arising on translation of the Group’s investments in foreign operations. The Group is a party to a variety of foreign currency derivatives in the management of its exchange rate exposures. The instruments purchased are primarily denominated in the currencies of the Group’s principal markets.

The Group designates its foreign currency-denominated debt as hedging instruments against the currency risk associated with the translation of its foreign operations. Contracts due in March 2025 have receipts of €500.0 million and payments of £444.1 million.

At 31 December 2018, the fair value of the Group’s currency derivatives is estimated to be a net asset of approximately £8.4 million (2017: £nil). These amounts are based on market values of equivalent instruments at the balance sheet date, comprising £8.4 million (2017: £nil) assets included in trade and other receivables and £nil (2017: £nil) liabilities included in trade and other payables. The amounts taken to and deferred in equity during the year for currency derivatives that are designated and effective hedges was a charge of £17.9 million (2017: £nil) for cash flow hedges.

Changes in the fair value relating to the ineffective portion of the currency derivatives amounted to a loss of £11.1 million (2017: £nil) which is included in the revaluation of financial instruments for the year. This loss resulted from a £6.8 million gain on hedging instruments and a £17.9 million loss on hedged items.

At the balance sheet date, the total nominal amount of outstanding forward foreign exchange contracts not designated as hedges was £296.1 million (2017: £177.7 million). The Group estimates the fair value of these contracts to be a net liability of £1.3 million (2017: £2.5 million).

These arrangements are designed to address significant exchange exposure and are renewed on a revolving basis as required.

Interest rate swaps

The Group uses interest rate swaps as hedging instruments in fair value hedges to manage its exposure to interest rate movements on its borrowings. Contracts with a nominal value of $500 million have fixed interest receipts of 3.63% until September 2022 and have floating interest payments averaging LIBOR plus 1.52%. Contracts with a nominal value of $812 million have fixed interest receipts of 4.75% until November 2021 and have floating rate payments averaging LIBOR plus 2.34%.

The fair value of interest rate swaps entered into at 31 December 2018 is estimated to be a net liability of £14.2 million (2017: £1.2 million). These amounts are based on market values of equivalent instruments at the balance sheet date, comprising £nil (2017: £2.1 million) assets included in trade and other receivables and £14.2 million (2017: £3.3 million) liabilities included in trade and other payables.

Changes in the fair value relating to the ineffective portion of interest rate swaps amounted to a gain of £0.9 million (2017: £2.8 million) which is included in the revaluation of financial instruments for the year. This gain resulted from a £9.9 million loss on hedging instruments and a £10.8 million gain on hedged items.

24. Financial instruments (continued)

An analysis of the Group’s financial assets and liabilities by accounting classification is set out below:

Classification under IFRS 9	Derivatives in designated hedge relationships		Held at fair value through profit or loss			Held at fair  value through other comprehensive income		Amortised cost			Carrying value
	£m		£m			£m		£m			£m
2018
Other investments		–		319.6			347.1		–			666.7
Cash and short-term deposits		–		–			–		2,643.2			2,643.2
Bank overdrafts, bonds and bank loans		–		–			–		(1,025.1	)		(1,025.1	)
Bonds and bank loans		–		–			–		(5,634.8	)		(5,634.8	)
Trade and other receivables: amounts falling due within one year		–		–			–		8,545.6			8,545.6
Trade and other receivables: amounts falling due after more than one year		–		–			–		68.3			68.3
Trade and other payables: amounts falling due within one year		–		–			–		(10,637.3	)		(10,637.3	)
Trade and other payables: amounts falling due after more than one year		–		–			–		(8.4	)		(8.4	)
Derivative assets		8.4		1.3			–		–			9.7
Derivative liabilities		(14.2)		(2.6	)		–		–			(16.8	)
Payments due to vendors (earnout agreements) (note 18)		–		(414.7	)		–		–			(414.7	)
Liabilities in respect of put options		–		(242.0	)		–		–			(242.0	)
		(5.8)		(338.4	)		347.1		(6,048.5	)		(6,045.6	)

F-35

Notes to the consolidated financial statements (continued)

24. Financial instruments (continued)

Classification under IAS 39	Derivatives in designated hedge relationships			Held for trading			Loans and receivables		Available for sale		Amortised cost			Carrying value
	£m			£m			£m		£m		£m			£m
2017
Other investments		–			–			–		1,153.5		–			1,153.5
Cash and short-term deposits		–			–			2,391.4		–		–			2,391.4
Bank overdrafts, bonds and bank loans		–			–			–		–		(624.1	)		(624.1	)
Bonds and bank loans		–			–			–		–		(6,250.4	)		(6,250.4	)
Trade and other receivables: amounts falling due within one year		–			–			8,328.4		–		–			8,328.4
Trade and other receivables: amounts falling due after more than one year		–			–			61.7		–		–			61.7
Trade and other payables: amounts falling due within one year		–			–			–		–		(9,970.5	)		(9,970.5	)
Trade and other payables: amounts falling due after more than one year		–			–			–		–		(8.5	)		(8.5	)
Derivative assets		2.1			1.0			–		–		–			3.1
Derivative liabilities		(3.3	)		(3.5	)		–		–		–			(6.8	)
Payments due to vendors (earnout agreements) (note 18)		–			(630.7	)		–		–		–			(630.7	)
Liabilities in respect of put options		–			(258.1	)		–		–		–			(258.1	)
		(1.2	)		(891.3	)		10,781.5		1,153.5		(16,853.5	)		(5,811.0	)

The Group adopted IFRS 9 on 1 January 2018 resulting in cash and short-term deposits and trade and other receivables being reclassified from loans and receivables to amortised cost. Other investments of £1,153.5 million classified as available for sale at 31 December 2017 were reclassified as held at fair value through other comprehensive income (£835.1 million) and fair value through profit or loss (£318.4 million). There have been no material changes in the carrying amounts of financial assets and financial liabilities arising from the adoption of IFRS 9.

The following table provides an analysis of financial instruments that are measured subsequent to initial recognition at fair value, grouped into levels 1 to 3 based on the degree to which the fair value is observable:

Level 1 fair value measurements are those derived from quoted prices (unadjusted) in active markets for identical assets or liabilities;

Level 2 fair value measurements are those derived from inputs other than quoted prices included within level 1 that are observable for the asset or liability, either directly (ie as prices) or indirectly (ie derived from prices);

Level 3 fair value measurements are those derived from valuation techniques that include inputs for the asset or liability that are not based on observable market data (unobservable inputs).

	Level 1 £m		Level 2 £m			Level 3 £m
2018
Derivatives in designated hedge relationships
Derivative assets		–		8.4			–
Derivative liabilities		–		(14.2	)		–
Held at fair value through profit or loss
Other investments		0.4		–			319.2
Derivative assets		–		1.3			–
Derivative liabilities		–		(2.6	)		–
Payments due to vendors (earnout agreements) (note 18)		–		–			(414.7	)
Liabilities in respect of put options		–		–			(242.0	)
Held at fair value through other comprehensive income
Other investments		128.1		–			219.0

24. Financial instruments (continued)

	Level 1 £m		Level 2 £m			Level 3 £m
2017
Derivatives in designated hedge relationships
Derivative assets		–		2.1			–
Derivative liabilities		–		(3.3	)		–
Held for trading
Derivative assets		–		1.0			–
Derivative liabilities		–		(3.5	)		–
Payments due to vendors (earnout agreements) (note 18)		–		–			(630.7	)
Liabilities in respect of put options		–		–			(258.1	)
Available for sale
Other investments		333.2		–			820.3

There have been no transfers between these levels in the periods presented.

Reconciliation of level 3 fair value measurements¹:

	Liabilities in respect of put options £m			Other investments £m
1 January 2017		(297.0	)		881.0
Gains/(losses) recognised in the income statement		52.5			(13.8	)
Gains recognised in other comprehensive income		–			15.1
Exchange adjustments		7.5			(70.9	)
Additions		(40.5	)		67.7
Disposals		–			(1.7	)
Cancellations		2.9			–
Reclassifications from other investments to interests in associates		–			(57.1	)
Settlements		16.5			–
31 December 2017		(258.1	)		820.3
Gains recognised in the income statement		34.5			61.1
Losses recognised in other comprehensive income		–			(140.6	)
Exchange adjustments		1.1			–
Additions		(43.5	)		35.0
Disposals		–			(237.3	)
Cancellations		2.2			–
Reclassifications from other investments to interests in associates		–			(0.3	)
Settlements		21.8			–
31 December 2018		(242.0	)		538.2

Note

¹  The reconciliation of payments due to vendors (earnout agreements) is presented in note 18.

The fair values of financial assets and liabilities are based on quoted market prices where available. Where the market value is not available, the Group has estimated relevant fair values on the basis of publicly available information from outside sources. There have been no movements between level 3 and other levels.

Payments due to vendors and liabilities in respect of put options

Future anticipated payments due to vendors in respect of contingent consideration (earnout agreements) are recorded at fair value, which is the present value of the expected cash outflows of the obligations. Liabilities in respect of put option agreements are initially recorded at the present value of the redemption amount in accordance with IAS 32 and subsequently measured at fair value in accordance with IFRS 9. Both types of obligations are dependent on the future financial performance of the entity and it is assumed that future profits are in line with Directors’ estimates. The Directors derive their estimates from internal business plans together with financial due diligence performed in connection with the acquisition. At 31 December 2018, the weighted average growth rate in estimating future financial performance was 22.7% (2017: 25.0%), which reflects the prevalence of recent acquisitions in the faster-growing markets and new media sectors. The risk adjusted discount rate applied to these obligations at 31 December 2018 was 2.9% (2017: 1.8%).

A one percentage point increase or decrease in the growth rate in estimated future financial performance would increase or decrease the combined liabilities due to earnout agreements and put options by approximately £6.8 million (2017: £8.9

F-36

Notes to the consolidated financial statements (continued)

24. Financial instruments (continued)

million) and £10.4 million (2017: £9.3 million), respectively. A 0.5 percentage point increase or decrease in the risk adjusted discount rate would decrease or increase the combined liabilities by approximately £7.1 million (2017: £11.2 million) and £7.2 million (2017: £11.4 million), respectively. An increase in the liability would result in a loss in the revaluation of financial instruments, while a decrease would result in a gain.

Other investments

The fair value of other investments included in level 1 are based on quoted market prices. Other investments included in level 3 are unlisted securities, where market value is not readily available. The Group has estimated relevant fair values on the basis of publicly available information from outside sources. The sensitivity to changes in unobservable inputs is specific to each individual investment.

25. Authorised and issued share capital

	Equity ordinary shares		Nominal value £m
Authorised
At 1 January 2016		1,750,000,000		175.0
At 31 December 2016		1,750,000,000		175.0
At 31 December 2017		1,750,000,000		175.0
At 31 December 2018		1,750,000,000		175.0
Issued and fully paid
At 1 January 2016		1,329,366,024		132.9
Exercise of share options		2,514,706		0.3
At 31 December 2016		1,331,880,730		133.2
Exercise of share options		630,822		0.1
At 31 December 2017		1,332,511,552		133.3
Exercise of share options		166,675		–
At 31 December 2018		1,332,678,227		133.3

Company’s own shares

The Company’s holdings of own shares are stated at cost and represent shares held in treasury and purchases by the Employee Share Ownership Plan (‘ESOP’) trusts of shares in WPP plc for the purpose of funding certain of the Group’s share-based incentive plans.

The trustees of the ESOP purchase the Company’s ordinary shares in the open market using funds provided by the Company. The Company also has an obligation to make regular contributions to the ESOP to enable it to meet its administrative costs. The number and market value of the ordinary shares of the Company held by the ESOP at 31 December 2018 was 14,820,994 (2017: 14,232,910), and £125.5 million (2017: £190.9 million) respectively. The number and market value of ordinary shares held in treasury at 31 December 2018 was 70,854,553 (2017: 62,578,938) and £599.9 million (2017: £839.2 million) respectively.

Share options

WPP Executive Share Option Scheme

As at 31 December 2018, unexercised options over ordinary shares of 6,741 have been granted under the WPP Executive Share Option Scheme as follows:

Number of ordinary shares under option	Exercise price per share (£)		Exercise dates
3,696		8.333		2015 -  2022
3,045		10.595		2016 -  2023

25. Authorised and issued share capital (continued)

WPP Worldwide Share Ownership Programme

As at 31 December 2018, unexercised options over ordinary shares of 3,187,979 and unexercised options over ADRs of 466,559 have been granted under the WPP Worldwide Share Ownership Programme as follows:

Number of ordinary shares under option	Exercise price per share (£)		Exercise dates
28,275		5.483		2012 - 2019
18,000		5.483		2013 - 2019
750		5.608		2012 - 2019
95,000		6.268		2014 - 2021
44,125		6.268		2015 - 2021
61,625		7.113		2013 - 2020
30,250		7.113		2014 - 2020
233,129		8.458		2015 - 2022
52,000		13.145		2017 - 2021
1,959,975		13.145		2017 - 2024
4,750		13.145		2018 - 2024
642,975		13.505		2016 - 2023
17,125		13.505		2017 - 2023

Number of ADRs under option	Exercise price per ADR ($)		Exercise dates
11,855		44.560		2012 - 2019
29,025		49.230		2014 - 2021
19,200		56.560		2013 - 2020
44,964		67.490		2015 - 2022
195,890		102.670		2017 - 2024
165,625		110.760		2016 - 2023

WPP Share Option Plan 2015

As at 31 December 2018, unexercised options over ordinary shares of 12,257,750 and unexercised options over ADRs of 1,286,670 have been granted under the WPP Share Option Plan 2015 as follows:

Number of ordinary shares under option	Exercise price per share (£)		Exercise dates
23,750		8.372		2021 - 2025
4,053,925		8.372		2021 - 2028
23,875		13.085		2020 - 2024
3,245,325		13.085		2020 - 2027
66,125		15.150		2018 - 2022
2,211,900		15.150		2018 - 2025
5,750		15.150		2019 - 2025
15,875		17.055		2019 - 2023
2,611,225		17.055		2019 - 2026

Number of ADRs under option	Exercise price per ADR ($)		Exercise dates
439,205		53.140		2021 - 2028
340,225		88.260		2020 - 2027
282,115		105.490		2020 - 2026
225,125		115.940		2018 - 2025

The aggregate status of the WPP Share Option Plans during 2018 was as follows:

Movements on options granted (represented in ordinary shares)

	1 January 2018		Granted		Exercised			Lapsed			Outstanding 31 December 2018		Exercisable 31 December 2018
WPP		6,741		–		–			–			6,741		6,741
WWOP		6,375,750		–		(166,675	)		(688,301	)		5,520,774		5,520,774
WSOP		14,602,950		6,301,400		–			(2,213,250	)		18,691,100		3,403,650
		20,985,441		6,301,400		(166,675	)		(2,901,551	)		24,218,615		8,931,165

F-37

Notes to the consolidated financial statements (continued)

25. Authorised and issued share capital (continued)

Weighted-average exercise price for options over

	1 January 2018		Granted		Exercised		Lapsed		Outstanding 31 December 2018		Exercisable 31 December 2018
Ordinary shares (£)
WPP		9.355		–		–		–		9.355		9.355
WWOP		12.195		–		7.064		12.473		12.290		12.290
WSOP		14.929		8.372		–		14.818		12.753		15.150
ADRs ($)
WWOP		94.752		–		57.031		99.731		95.453		95.453
WSOP		101.047		53.140		–		98.978		84.893		115.940

Options over ordinary shares

Outstanding

Range of exercise prices £	Weighted average exercise price £	Weighted average contractual life Months
5.483 – 17.055	12.656	96

Options over ADRs

Outstanding

Range of exercise prices $	Weighted average exercise price $	Weighted average contractual life Months
44.560 – 115.940	87.703	93

As at 31 December 2018 there was £8.5 million (2017: £9.0 million) of total unrecognised compensation costs related to share options. That cost is expected to be recognised over a weighted average period of 20 months (2017: 20 months).

Share options are satisfied out of newly issued shares.

The weighted average fair value of options granted in the year calculated using the Black-Scholes model was as follows:

	2018		2017		2016
Fair value of UK options (shares)		107.0p		112.0p		135.0p
Fair value of US options (ADRs)		$8.09		$9.40		$9.94
Weighted average assumptions:
UK Risk-free interest rate		0.78%		0.57%		0.44%
US Risk-free interest rate		2.74%		2.05%		1.60%
Expected life (months)		48		48		48
Expected volatility		24%		17%		16%
Dividend yield		3.5%		2.9%		2.8%

Options are issued at an exercise price equal to market value on the date of grant.

The average share price of the Group for the year ended 31 December 2018 was £11.56 (2017: £15.86, 2016: £16.45) and the average ADR price for the same period was $77.31 (2017: $101.86, 2016: $111.20).

Expected volatility is sourced from external market data and represents the historic volatility in the Group’s share price over a period equivalent to the expected option life.

Expected life is based on a review of historic exercise behaviour in the context of the contractual terms of the options, as described in more detail below.

Terms of share option plans

In 2015, the Group introduced the Share Option Plan 2015 to replace both the ‘all-employee’ Worldwide Share Ownership Plan and the discretionary Executive Stock Option Plan. Two kinds of options over ordinary shares can be granted, both with a market value exercise price. Firstly, options can be granted to employees who have worked at a company owned by WPP plc for at least two years which are not subject to performance conditions. Secondly, options may be granted on a discretionary basis subject to the satisfaction of performance conditions.

The Worldwide Share Ownership Programme was open for participation to employees with at least two years’ employment in the Group. It was not available to those participating in other share-based incentive programmes or to Executive Directors. The vesting period for each grant is three years and there are no performance conditions other than continued employment with the Group.

25. Authorised and issued share capital (continued)

The Executive Stock Option Plan has historically been open for participation to WPP Group Leaders, Partners and High Potential Group. It is not currently offered to Parent Company Executive Directors. The vesting period is three years and performance conditions include achievement of various TSR (Total Shareholder Return) and EPS (Earnings Per Share) objectives, as well as continued employment. The terms of these stock options are such that if, after nine years and eight months, the performance conditions have not been met, then the stock option will vest automatically.

The Group grants stock options with a life of 10 years, including the vesting period.

26. Other reserves

Other reserves comprise the following:

	Capital redemption reserve £m		Equity reserve £m			Revaluation reserve £m			Translation reserve £m			Total other reserves £m
1 January 2016		2.7		(225.2	)		364.4			(151.6	)		(9.7	)
Exchange adjustments on foreign currency net investments		–		–			–			1,309.9			1,309.9
Loss on revaluation of available for sale investments		–		–			(93.1	)		–			(93.1	)
Recognition and remeasurement of financial instruments		–		(21.9	)		–			–			(21.9	)
31 December 2016		2.7		(247.1	)		271.3			1,158.3			1,185.2
Exchange adjustments on foreign currency net investments		–		–			–			(445.5	)		(445.5	)
Gain on revaluation of available for sale investments		–		–			32.1			–			32.1
Recognition and remeasurement of financial instruments		–		(10.1	)		–			–			(10.1	)
31 December 2017		2.7		(257.2	)		303.4			712.8			761.7
Exchange adjustments on foreign currency net investments		–		–			–			69.9			69.9
Accounting policy change (IFRS 9)1		–		–			(303.4	)		(104.0	)		(407.4	)
Recognition and remeasurement of financial instruments		–		(30.7	)		–			–			(30.7	)
31 December 2018		2.7		(287.9	)		–			678.7			393.5

Note

¹  Due to the adoption of IFRS 9, cumulative gains and losses on revaluation of available for sale investments have been transferred to retained earnings, as described in the accounting policies.

27. Acquisitions

The Group accounts for acquisitions in accordance with IFRS 3 Business Combinations. IFRS 3 requires the acquiree’s identifiable assets, liabilities and contingent liabilities (other than non-current assets or disposal groups held for sale) to be recognised at fair value at acquisition date. In assessing fair value at acquisition date, management make their best estimate of the likely outcome where the fair value of an asset or liability may be contingent on a future event. In certain instances, the underlying transaction giving rise to an estimate may not be resolved until some years after the acquisition date. IFRS 3 requires the release to profit of any acquisition reserves which subsequently become excess in the same way as any excess costs over those provided at acquisition date are charged to profit. At each period end management assess provisions and other balances established in respect of acquisitions for their continued probability of occurrence and amend the relevant value accordingly through the consolidated income statement or as an adjustment to goodwill as appropriate under IFRS 3.

F-38

Notes to the consolidated financial statements (continued)

27. Acquisitions (continued)

Acquisitions in 2018

The Group acquired a number of subsidiaries in the year. The following table sets out the book values of the identifiable assets and liabilities acquired and their fair value to the Group. The fair value adjustments for certain acquisitions have been determined provisionally at the balance sheet date.

	Book value at acquisition £m			Fair value adjustments £m			Fair value to Group £m
Intangible assets		–			40.3			40.3
Property, plant and equipment		3.1			–			3.1
Cash		5.0			–			5.0
Trade receivables due within one year		43.7			–			43.7
Other current assets		20.3			–			20.3
Total assets		72.1			40.3			112.4
Current liabilities		(42.8	)		–			(42.8	)
Trade and other payables due after one year		(2.4	)		(13.5	)		(15.9	)
Deferred tax liabilities		–			(9.9	)		(9.9	)
Provisions		–			(0.4	)		(0.4	)
Total liabilities		(45.2	)		(23.8	)		(69.0	)
Net assets		26.9			16.5			43.4
Non-controlling interests								(6.3	)
Fair value of equity stake in associate undertakings before acquisition of controlling interest								(3.1	)
Goodwill								141.6
Consideration								175.6
Consideration satisfied by:
Cash								127.4
Payments due to vendors								48.2

Goodwill arising from acquisitions represents the value of synergies with our existing portfolio of businesses and skilled staff to deliver services to our clients. Goodwill that is expected to be deductible for tax purposes is £65.3 million.

Non-controlling interests in acquired companies are measured at the non-controlling interests’ proportionate share of the acquiree’s identifiable net assets.

The contribution to revenue and operating profit of acquisitions completed in the year was not material. There were no material acquisitions completed between 31 December 2018 and the date the financial statements have been authorised for issue.

27. Acquisitions (continued)

Acquisitions in 2017

The Group acquired a number of subsidiaries in the year. The following table sets out the book values of the identifiable assets and liabilities acquired and their fair value to the Group. The fair value adjustments for certain acquisitions have been determined provisionally at the balance sheet date.

	Book value at acquisition £m			Fair value adjustments £m			Fair value to Group £m
Intangible assets		0.8			79.0			79.8
Property, plant and equipment		5.5			–			5.5
Cash		28.9			–			28.9
Trade receivables due within one year		74.4			–			74.4
Other current assets		20.1			–			20.1
Total assets		129.7			79.0			208.7
Current liabilities		(76.0	)		–			(76.0	)
Trade and other payables due after one year		(10.2	)		(20.5	)		(30.7	)
Deferred tax liabilities		–			(16.8	)		(16.8	)
Provisions		(0.1	)		(4.8	)		(4.9	)
Total liabilities		(86.3	)		(42.1	)		(128.4	)
Net assets		43.4			36.9			80.3
Non-controlling interests								(13.9	)
Fair value of equity stake in associate undertakings before acquisition of controlling interest								(5.7	)
Goodwill								314.3
Consideration								375.0
Consideration satisfied by:
Cash								213.7
Payments due to vendors								161.3

Goodwill arising from acquisitions represents the value of synergies with our existing portfolio of businesses and skilled staff to deliver services to our clients. Goodwill that is expected to be deductible for tax purposes is £63.9 million.

Non-controlling interests in acquired companies are measured at the non-controlling interests’ proportionate share of the acquiree’s identifiable net assets.

The contribution to revenue and operating profit of acquisitions completed in the year was not material.

F-39

Notes to the consolidated financial statements (continued)

27. Acquisitions (continued)

Acquisitions in 2016

The Group acquired a number of subsidiaries in the year. The following table sets out the book values of the identifiable assets and liabilities acquired and their fair value to the Group. The fair value adjustments for certain acquisitions have been determined provisionally at the balance sheet date.

	Book value at acquisition £m			Fair value adjustments £m			Fair value to Group £m
Intangible assets		10.5			319.1			329.6
Property, plant and equipment		20.6			–			20.6
Cash		57.1			–			57.1
Trade receivables due within one year		249.5			–			249.5
Other current assets		78.0			–			78.0
Total assets		415.7			319.1			734.8
Current liabilities		(299.4	)		(2.8	)		(302.2	)
Trade and other payables due after one year		(40.4	)		(59.5	)		(99.9	)
Deferred tax liabilities		–			(96.1	)		(96.1	)
Provisions		(0.1	)		(11.5	)		(11.6	)
Bank loans		(144.4	)		–			(144.4	)
Total liabilities		(484.3	)		(169.9	)		(654.2	)
Net assets		(68.6	)		149.2			80.6
Non-controlling interests								(15.0	)
Fair value of equity stake in associate undertakings before acquisition of controlling interest								(98.5	)
Goodwill								799.3
Consideration								766.4
Consideration satisfied by:
Cash								423.3
Payments due to vendors								343.1

Goodwill arising from acquisitions represents the value of synergies with our existing portfolio of businesses and skilled staff to deliver services to our clients. Goodwill that is expected to be deductible for tax purposes is £54.8 million.

Non-controlling interests in acquired companies are measured at the non-controlling interests’ proportionate share of the acquiree’s identifiable net assets.

The contribution to revenue and operating profit of acquisitions completed in the year was not material.

28. Related party transactions

From time to time the Group enters into transactions with its associate undertakings. These transactions were not material for any of the years presented.

29. Reconciliation of profit before interest and taxation to headline PBIT

Reconciliation of profit before interest and taxation to headline PBIT:

	2018 £m			2017 £m			2016 £m
Profit before interest and taxation		1,474.9			2,021.7			2,112.9
Amortisation and impairment of acquired intangible assets		280.0			195.1			168.4
Goodwill impairment		183.9			27.1			27.0
Gains on disposal of investments and subsidiaries	(235.5)			(129.0)			(44.3)
(Gains)/losses on remeasurement of equity interests arising from a change in scope of ownership		(2.0	)		0.3			(232.4	)
Investment write-downs		2.0			95.9			86.1
Restructuring and transformation costs		302.3			56.8			27.4
Share of exceptional losses/(gains) of associates		41.7			(0.8	)		15.2
Headline PBIT		2,047.3			2,267.1			2,160.3

Headline PBIT is one of the metrics that management uses to assess the performance of the business.

30. Condensed consolidating financial information for bonds issued by WPP Finance 2010 with WPP plc as parent guarantor and WPP Air 1, WPP 2008 Limited, WPP 2005 Limited, WPP 2012 Limited, and WPP Jubilee Limited as subsidiary guarantors

WPP Finance 2010 has in issue $500 million of 3.625% bonds due September 2022, $272 million ($28 million was repaid in 2018 from the $300 million initially issued) of 5.125% bonds due September 2042 and $812 million of 4.75% bonds due November 2021 with WPP plc as parent guarantor and WPP Air 1, WPP 2008 Limited, WPP 2005 Limited, WPP 2012 Limited and WPP Jubilee Limited as subsidiary guarantors.

The issuer and guarantors of the bonds (issuer and subsidiary guarantors are 100% owned by WPP plc) are each subject to the reporting requirements under section 15(d) of the Securities Exchange Act of 1934. In accordance with SEC Regulation S-X Rule 3-10, condensed consolidating financial information containing financial information for WPP Finance 2010 and the guarantors is presented. Condensed consolidating financial information is prepared in accordance with IFRS as issued by the IASB. In the parent company, subsidiary issuer and subsidiary guarantors columns investments in subsidiaries are accounted for under the equity method of accounting. Under the equity method, earnings of subsidiaries are reflected as “share of results of subsidiaries” in the income statement and as “investment in subsidiaries” in the balance sheet, as required by the SEC.

In the event that WPP Finance 2010 fails to pay the holders of the securities, thereby requiring WPP plc, WPP Air 1, WPP 2008 Limited, WPP 2005 Limited, WPP 2012 Limited or WPP Jubilee Limited to make payment pursuant to the terms of their full and unconditional, and joint and several guarantee of those securities, there is no impediment to WPP plc, WPP Air 1, WPP 2008 Limited, WPP 2005 Limited, WPP 2012 Limited or WPP Jubilee Limited obtaining reimbursement for any such payments from WPP Finance 2010.

F-40

Notes to the consolidated financial statements (continued)

30.    Condensed consolidating financial information for bonds issued by WPP Finance 2010 with WPP plc as parent guarantor and WPP Air 1, WPP 2008 Limited, WPP 2005 Limited, WPP 2012 Limited, and WPP Jubilee Limited as subsidiary guarantors (continued)

Condensed consolidating income statement information

For the year ended 31 December 2018, £m

	WPP plc			Subsidiary Guarantors			WPP Finance 2010			Other Subsidiaries			Reclassifications / Eliminations			Consolidated WPP plc
Revenue		—			—			—			15,602.4			—			15,602.4
Costs of services		—			—			—			(12,663.5	)		—			(12,663.5	)
Gross profit		—			—			—			2,938.9			—			2,938.9
General and administrative costs		10.8			(305.8	)		—			(1,212.5	)		—			(1,507.5	)
Operating profit/(loss)		10.8			(305.8	)		—			1,726.4			—			1,431.4
Share of results of subsidiaries		1,179.2			1,710.2			—			—			(2,889.4	)		—
Share of results of associates		—			—			—			43.5			—			43.5
Profit before interest and taxation		1,190.0			1,404.4			—			1,769.9			(2,889.4	)		1,474.9
Finance income		—			27.8			102.3			300.6			(325.9	)		104.8
Finance costs		(127.1	)		(248.9	)		(103.1	)		(136.1	)		325.9			(289.3	)
Revaluation of financial instruments		—			—			(1.1	)		174.0			—			172.9
Profit/(loss) before taxation		1,062.9			1,183.3			(1.9	)		2,108.4			(2,889.4	)		1,463.3
Taxation		—			(4.1	)		—			(319.8	)		—			(323.9	)
Profit/(loss) for the year		1,062.9			1,179.2			(1.9	)		1,788.6			(2,889.4	)		1,139.4
Attributable to:
Equity holders of the parent		1,062.9			1,179.2			(1.9	)		1,712.1			(2,889.4	)		1,062.9
Non-controlling interests		—			—			—			76.5			—			76.5
		1,062.9			1,179.2			(1.9	)		1,788.6			(2,889.4	)		1,139.4

For the year ended 31 December 2017, £m¹

	WPP plc			Subsidiary Guarantors			WPP Finance 2010			Other Subsidiaries			Reclassifications / Eliminations			Consolidated WPP plc
Revenue		—			—			—			15,804.2			—			15,804.2
Costs of services		—			—			—			(12,629.0	)		—			(12,629.0	)
Gross profit		—			—			—			3,175.2			—			3,175.2
General and administrative costs		14.1			74.7			—			(1,355.8	)		—			(1,267.0	)
Operating profit		14.1			74.7			—			1,819.4			—			1,908.2
Share of results of subsidiaries		1,901.2			2,016.5			—			—			(3,917.7	)		—
Share of results of associates		—			—			—			113.5			—			113.5
Profit before interest and taxation		1,915.3			2,091.2			—			1,932.9			(3,917.7	)		2,021.7
Finance income		—			24.5			110.6			262.8			(302.7	)		95.2
Finance costs		(99.3	)		(221.5	)		(103.4	)		(148.3	)		302.7			(269.8	)
Revaluation of financial instruments		0.6			—			(5.4	)		267.0			—			262.2
Profit before taxation		1,816.6			1,894.2			1.8			2,314.4			(3,917.7	)		2,109.3
Taxation		—			7.0			—			(204.0	)		—			(197.0	)
Profit for the year		1,816.6			1,901.2			1.8			2,110.4			(3,917.7	)		1,912.3
Attributable to:
Equity holders of the parent		1,816.6			1,901.2			1.8			2,014.7			(3,917.7	)		1,816.6
Non-controlling interests		—			—			—			95.7			—			95.7
		1,816.6			1,901.2			1.8			2,110.4			(3,917.7	)		1,912.3

Note

¹  Prior year figures have been restated for the impact of the adoption of IFRS 15 Revenue from Contracts with Customers, as described in the accounting policies.

F-41

Notes to the consolidated financial statements (continued)

30.    Condensed consolidating financial information for bonds issued by WPP Finance 2010 with WPP plc as parent guarantor and WPP Air 1, WPP 2008 Limited, WPP 2005 Limited, WPP 2012 Limited, and WPP Jubilee Limited as subsidiary guarantors (continued)

Condensed consolidating income statement information (continued)

For the year ended 31 December 2016, £m¹

	WPP plc			Subsidiary Guarantors			WPP Finance 2010			Other Subsidiaries			Reclassifications / Eliminations			Consolidated WPP plc
Revenue		—			—			—			14,887.3			—			14,887.3
Costs of services		—			—			—			(11,846.5	)		—			(11,846.5	)
Gross profit		—			—			—			3,040.8			—			3,040.8
General and administrative costs		13.8			(828.2	)		(0.1	)		(163.2	)		—			(977.7	)
Operating profit/(loss)		13.8			(828.2	)		(0.1	)		2,877.6			—			2,063.1
Share of results of subsidiaries		1,497.4			2,518.2			—			—			(4,015.6	)		—
Share of results of associates		—			—			—			49.8			—			49.8
Profit/(loss) before interest and taxation		1,511.2			1,690.0			(0.1	)		2,927.4			(4,015.6	)		2,112.9
Finance income		—			28.8			121.1			231.9			(301.4	)		80.4
Finance costs		(102.5	)		(222.1	)		(98.8	)		(132.5	)		301.4			(254.5	)
Revaluation of financial instruments		(8.6	)		—			7.0			(46.7	)		—			(48.3	)
Profit before taxation		1,400.1			1,496.7			29.2			2,980.1			(4,015.6	)		1,890.5
Taxation		—			0.7			—			(389.6	)		—			(388.9	)
Profit for the year		1,400.1			1,497.4			29.2			2,590.5			(4,015.6	)		1,501.6
Attributable to:
Equity holders of the parent		1,400.1			1,497.4			29.2			2,489.0			(4,015.6	)		1,400.1
Non-controlling interests		—			—			—			101.5			—			101.5
		1,400.1			1,497.4			29.2			2,590.5			(4,015.6	)		1,501.6

Note

¹  Prior year figures have been restated for the impact of the adoption of IFRS 15 Revenue from Contracts with Customers, as described in the accounting policies.

F-42

Notes to the consolidated financial statements (continued)

30.    Condensed consolidating financial information for bonds issued by WPP Finance 2010 with WPP plc as parent guarantor and WPP Air 1, WPP 2008 Limited, WPP 2005 Limited, WPP 2012 Limited, and WPP Jubilee Limited as subsidiary guarantors (continued)

Condensed consolidating statement of comprehensive income

For the year ended 31 December 2018, £m

	WPP plc			Subsidiary Guarantors			WPP Finance 2010			Other Subsidiaries			Reclassifications / Eliminations			Consolidated WPP plc
Profit/(loss) for the year		1,062.9			1,179.2			(1.9	)		1,788.6			(2,889.4	)		1,139.4
Items that may be reclassified subsequently to profit or loss:
Exchange adjustments on foreign currency net investments		69.9			69.9			0.6			78.3			(139.8	)		78.9
		69.9			69.9			0.6			78.3			(139.8	)		78.9
Items that will not be reclassified subsequently to profit or loss:
Actuarial gain on defined benefit pension plans		8.9			8.9			—			8.9			(17.8	)		8.9
Deferred tax on defined benefit pension plans		(0.7	)		(0.7	)		—			(0.7	)		1.4			(0.7	)
Movements on equity investments held at fair value through other comprehensive income		(247.9	)		(247.9	)		—			(247.9	)		495.8			(247.9	)
		(239.7	)		(239.7	)		—			(239.7	)		479.4			(239.7	)
Other comprehensive (loss)/income for the year		(169.8	)		(169.8	)		0.6			(161.4	)		339.6			(160.8	)
Total comprehensive income/(loss) for the year		893.1			1,009.4			(1.3	)		1,627.2			(2,549.8	)		978.6
Attributable to:
Equity holders of the parent		893.1			1,009.4			(1.3	)		1,541.7			(2,549.8	)		893.1
Non-controlling interests		—			—			—			85.5			—			85.5
		893.1			1,009.4			(1.3	)		1,627.2			(2,549.8	)		978.6

For the year ended 31 December 2017, £m

	WPP plc			Subsidiary Guarantors			WPP Finance 2010			Other Subsidiaries			Reclassifications / Eliminations			Consolidated WPP plc
Profit for the year		1,816.6			1,901.2			1.8			2,110.4			(3,917.7	)		1,912.3
Items that may be reclassified subsequently to profit or loss:
Exchange adjustments on foreign currency net investments		(445.5	)		(445.5	)		(0.6	)		(464.6	)		891.0			(465.2	)
Gain on revaluation of available for sale investments		32.1			32.1			—			32.1			(64.2	)		32.1
		(413.4	)		(413.4	)		(0.6	)		(432.5	)		826.8			(433.1	)
Items that will not be reclassified subsequently to profit or loss:
Actuarial gain on defined benefit pension plans		17.0			17.0			—			17.0			(34.0	)		17.0
Deferred tax on defined benefit pension plans		(24.6	)		(24.6	)		—			(24.6	)		49.2			(24.6	)
		(7.6	)		(7.6	)		—			(7.6	)		15.2			(7.6	)
Other comprehensive loss for the year		(421.0	)		(421.0	)		(0.6	)		(440.1	)		842.0			(440.7	)
Total comprehensive income for the year		1,395.6			1,480.2			1.2			1,670.3			(3,075.7	)		1,471.6
Attributable to:
Equity holders of the parent		1,395.6			1,480.2			1.2			1,594.3			(3,075.7	)		1,395.6
Non-controlling interests		—			—			—			76.0			—			76.0
		1,395.6			1,480.2			1.2			1,670.3			(3,075.7	)		1,471.6

F-43

Notes to the consolidated financial statements (continued)

30.    Condensed consolidating financial information for bonds issued by WPP Finance 2010 with WPP plc as parent guarantor and WPP Air 1, WPP 2008 Limited, WPP 2005 Limited, WPP 2012 Limited, and WPP Jubilee Limited as subsidiary guarantors (continued)

Condensed consolidating statement of comprehensive income (continued)

For the year ended 31 December 2016, £m

	WPP plc			Subsidiary Guarantors			WPP Finance 2010			Other Subsidiaries			Reclassifications / Eliminations			Consolidated WPP plc
Profit for the year		1,400.1			1,497.4			29.2			2,590.5			(4,015.6	)		1,501.6
Items that may be reclassified subsequently to profit or loss:
Exchange adjustments on foreign currency net investments		1,309.9			1,309.9			(1.2	)		1,379.2			(2,619.8	)		1,378.0
Loss on revaluation of available for sale investments		(93.1	)		(93.1	)		—			(93.1	)		186.2			(93.1	)
		1,216.8			1,216.8			(1.2	)		1,286.1			(2,433.6	)		1,284.9
Items that will not be reclassified subsequently to profit or loss:
Actuarial loss on defined benefit pension plans		(15.9	)		(15.9	)		—			(15.9	)		31.8			(15.9	)
Deferred tax on defined benefit pension plans		(0.4	)		(0.4	)		—			(0.4	)		0.8			(0.4	)
		(16.3	)		(16.3	)		—			(16.3	)		32.6			(16.3	)
Other comprehensive income/(loss) for the year		1,200.5			1,200.5			(1.2	)		1,269.8			(2,401.0	)		1,268.6
Total comprehensive income for the year		2,600.6			2,697.9			28.0			3,860.3			(6,416.6	)		2,770.2
Attributable to:
Equity holders of the parent		2,600.6			2,697.9			28.0			3,690.7			(6,416.6	)		2,600.6
Non-controlling interests		—			—			—			169.6			—			169.6
		2,600.6			2,697.9			28.0			3,860.3			(6,416.6	)		2,770.2

F-44

Notes to the consolidated financial statements (continued)

30.    Condensed consolidating financial information for bonds issued by WPP Finance 2010 with WPP plc as parent guarantor and WPP Air 1, WPP 2008 Limited, WPP 2005 Limited, WPP 2012 Limited, and WPP Jubilee Limited as subsidiary guarantors (continued)

Condensed consolidating cash flow statement information

For the year ended 31 December 2018, £m

	WPP plc			Subsidiary Guarantors			WPP Finance 2010			Other Subsidiaries			Reclassifications/ Eliminations		Consolidated WPP plc
Net cash inflow/(outflow) from operating activities		2,308.8			(271.1	)		42.9			(386.8	)		—		1,693.8
Investing activities
Acquisitions		—			—			—			(298.8	)		—		(298.8	)
Proceeds on disposal of investments and subsidiaries		—			—			—			849.0			—		849.0
Purchases of property, plant and equipment		—			(10.4	)		—			(304.4	)		—		(314.8	)
Purchases of other intangible assets (including capitalised computer software)		—			—			—			(60.4	)		—		(60.4	)
Proceeds on disposal of property, plant and equipment		—			—			—			9.5			—		9.5
Net cash inflow/(outflow) from investing activities		—			(10.4	)		—			194.9			—		184.5
Financing activities
Share option proceeds		1.2			—			—			—			—		1.2
Cash consideration for non-controlling interests		—			(0.3	)		—			(109.6	)		—		(109.9	)
Share repurchases and buy-backs		(104.3	)		—			—			(102.8	)		—		(207.1	)
Net decrease in borrowings		—			—			(58.1	)		(382.5	)		—		(440.6	)
Financing and share issue costs		—			—			—			(3.8	)		—		(3.8	)
Equity dividends paid		(747.4	)		—			—			—			—		(747.4	)
Dividends paid to non-controlling interests in subsidiary undertakings		—			—			—			(106.2	)		—		(106.2	)
Net cash outflow from financing activities		(850.5	)		(0.3	)		(58.1	)		(704.9	)		—		(1,613.8	)
Net increase/(decrease) in cash and cash equivalents		1,458.3			(281.8	)		(15.2	)		(896.8	)		—		264.5
Translation of cash and cash equivalents		(4.7	)		(51.5	)		(5.4	)		0.1			—		(61.5	)
Cash and cash equivalents at beginning of year		(2,627.7	)		(1,636.8	)		(27.4	)		6,290.1			—		1,998.2
Cash and cash equivalents at end of year		(1,174.1	)		(1,970.1	)		(48.0	)		5,393.4			—		2,201.2

For the year ended 31 December 2017, £m

	WPP plc			Subsidiary Guarantors			WPP Finance 2010			Other Subsidiaries			Reclassifications/ Eliminations		Consolidated WPP plc
Net cash inflow/(outflow) from operating activities		32.9			(49.7	)		(13.6	)		1,438.5			—		1,408.1
Investing activities
Acquisitions		—			—			—			(477.5	)		—		(477.5	)
Proceeds on disposal of investments and subsidiaries		—			—			—			296.0			—		296.0
Purchases of property, plant and equipment		—			(10.4	)		—			(278.5	)		—		(288.9	)
Purchases of other intangible assets (including capitalised computer software)		—			—			—			(37.3	)		—		(37.3	)
Proceeds on disposal of property, plant and equipment		—			—			—			8.0			—		8.0
Net cash outflow from investing activities		—			(10.4	)		—			(489.3	)		—		(499.7	)
Financing activities
Share option proceeds		6.4			—			—			—			—		6.4
Cash consideration for non-controlling interests		—			(1.4	)		—			(45.9	)		—		(47.3	)
Share repurchases and buy-backs		(289.6	)		—			—			(214.6	)		—		(504.2	)
Net increase/(decrease) in borrowings		(400.0	)		—			—			999.6			—		599.6
Financing and share issue costs		—			—			—			(0.8	)		—		(0.8	)
Equity dividends paid		(751.5	)		—			—			—			—		(751.5	)
Dividends paid to non-controlling interests in subsidiary undertakings		—			—			—			(87.8	)		—		(87.8	)
Net cash (outflow)/inflow from financing activities		(1,434.7	)		(1.4	)		—			650.5			—		(785.6	)
Net increase/(decrease) in cash and cash equivalents		(1,401.8	)		(61.5	)		(13.6	)		1,599.7			—		122.8
Translation of cash and cash equivalents		(0.9	)		48.4			1.3			(76.0	)		—		(27.2	)
Cash and cash equivalents at beginning of year		(1,225.0	)		(1,623.7	)		(15.1	)		4,766.4			—		1,902.6
Cash and cash equivalents at end of year		(2,627.7	)		(1,636.8	)		(27.4	)		6,290.1			—		1,998.2

F-45

Notes to the consolidated financial statements (continued)

30.    Condensed consolidating financial information for bonds issued by WPP Finance 2010 with WPP plc as parent guarantor and WPP Air 1, WPP 2008 Limited, WPP 2005 Limited, WPP 2012 Limited, and WPP Jubilee Limited as subsidiary guarantors (continued)

Condensed consolidating cash flow statement information (continued)

For the year ended 31 December 2016, £m

	WPP plc			Subsidiary Guarantors			WPP Finance 2010			Other Subsidiaries			Reclassifications/ Eliminations		Consolidated WPP plc
Net cash inflow/(outflow) from operating activities		963.1			1,002.2			65.5			(257.0	)		—		1,773.8
Investing activities
Acquisitions		—			—			—			(719.3	)		—		(719.3	)
Proceeds on disposal of investments and subsidiaries		—			—			—			80.5			—		80.5
Purchases of property, plant and equipment		—			(1.1	)		—			(251.0	)		—		(252.1	)
Purchases of other intangible assets (including capitalised computer software)		—			—			—			(33.0	)		—		(33.0	)
Proceeds on disposal of property, plant and equipment		—			—			—			7.7			—		7.7
Net cash outflow from investing activities		—			(1.1	)		—			(915.1	)		—		(916.2	)
Financing activities
Share option proceeds		27.2			—			—			—			—		27.2
Cash consideration for non-controlling interests		—			(1.3	)		—			(57.0	)		—		(58.3	)
Share repurchases and buy-backs		(274.5	)		—			—			(152.9	)		—		(427.4	)
Net (decrease)/increase in borrowings		(392.1	)		—			—			369.6			—		(22.5	)
Financing and share issue costs		—			—			—			(6.4	)		—		(6.4	)
Equity dividends paid		(616.5	)		—			—			—			—		(616.5	)
Dividends paid to non-controlling interests in subsidiary undertakings		—			—			—			(89.6	)		—		(89.6	)
Net cash (outflow)/inflow from financing activities		(1,255.9	)		(1.3	)		—			63.7			—		(1,193.5	)
Net (decrease)/increase in cash and cash equivalents		(292.8	)		999.8			65.5			(1,108.4	)		—		(335.9	)
Translation of cash and cash equivalents		(5.7	)		(154.6	)		(13.1	)		465.3			—		291.9
Cash and cash equivalents at beginning of year		(926.5	)		(2,468.9	)		(67.5	)		5,409.5			—		1,946.6
Cash and cash equivalents at end of year		(1,225.0	)		(1,623.7	)		(15.1	)		4,766.4			—		1,902.6

F-46

Notes to the consolidated financial statements (continued)

30.    Condensed consolidating financial information for bonds issued by WPP Finance 2010 with WPP plc as parent guarantor and WPP Air 1, WPP 2008 Limited, WPP 2005 Limited, WPP 2012 Limited, and WPP Jubilee Limited as subsidiary guarantors (continued)

Condensed consolidating balance sheet information

For the year ended 31 December 2018, £m

	WPP plc			Subsidiary Guarantors			WPP Finance 2010			Other Subsidiaries			Reclassifications/ Eliminations			Consolidated WPP plc
Non-current assets
Intangible assets:
Goodwill		—			—			—			13,202.8			—			13,202.8
Other		—			—			—			1,842.0			—			1,842.0
Property, plant and equipment		—			26.1			—			1,056.9			—			1,083.0
Investment in subsidiaries		15,463.9			29,497.8			—			—			(44,961.7	)		—
Interests in associates and joint ventures		—			—			—			796.8			—			796.8
Other investments		—			—			—			666.7			—			666.7
Deferred tax assets		—			—			—			153.0			—			153.0
Trade and other receivables		—			—			—			180.0			—			180.0
Intercompany receivables		—			205.4			2,182.9			7,657.7			(10,046.0	)		—
		15,463.9			29,729.3			2,182.9			25,555.9			(55,007.7	)		17,924.3
Current assets
Corporate income tax recoverable		—			—			—			198.7			—			198.7
Trade and other receivables		0.6			497.9			0.1			12,602.9			—			13,101.5
Intercompany receivables		1,675.6			1,720.6			55.2			8,129.9			(11,581.3	)		—
Cash and short-term deposits		—			21.1			41.4			5,835.4			(3,254.7	)		2,643.2
		1,676.2			2,239.6			96.7			26,766.9			(14,836.0	)		15,943.4
Current liabilities
Trade and other payables		(3.7	)		(57.5	)		(21.6	)		(14,955.6	)		—			(15,038.4	)
Intercompany payables		(5,190.3	)		(6,250.5	)		(0.9	)		(139.6	)		11,581.3			—
Corporate income tax payable		—			—			—			(545.9	)		—			(545.9	)
Bank overdrafts, bonds and bank loans		(1,174.1	)		(1,991.2	)		(89.4	)		(1,025.1	)		3,254.7			(1,025.1	)
		(6,368.1	)		(8,299.2	)		(111.9	)		(16,666.2	)		14,836.0			(16,609.4	)
Net current (liabilities)/assets		(4,691.9	)		(6,059.6	)		(15.2	)		10,100.7			—			(666.0	)
Total assets less current liabilities		10,772.0			23,669.7			2,167.7			35,656.6			(55,007.7	)		17,258.3
Non-current liabilities
Bonds and bank loans		—			—			(2,151.8	)		(3,483.0	)		—			(5,634.8	)
Trade and other payables		—			—			(5.5	)		(835.9	)		—			(841.4	)
Intercompany payables		(1,389.8	)		(8,205.8	)		—			(450.4	)		10,046.0			—
Deferred tax liabilities		—			—			—			(479.5	)		—			(479.5	)
Provision for post-employment benefits		—			—			—			(184.3	)		—			(184.3	)
Provisions for liabilities and charges		—			—			—			(311.7	)		—			(311.7	)
		(1,389.8	)		(8,205.8	)		(2,157.3	)		(5,744.8	)		10,046.0			(7,451.7	)
Net assets		9,382.2			15,463.9			10.4			29,911.8			(44,961.7	)		9,806.6
Attributable to:
Equity shareholders’ funds		9,382.2			15,463.9			10.4			29,487.4			(44,961.7	)		9,382.2
Non-controlling interests		—			—			—			424.4			—			424.4
Total equity		9,382.2			15,463.9			10.4			29,911.8			(44,961.7	)		9,806.6

F-47

Notes to the consolidated financial statements (continued)

30.    Condensed consolidating financial information for bonds issued by WPP Finance 2010 with WPP plc as parent guarantor and WPP Air 1, WPP 2008 Limited, WPP 2005 Limited, WPP 2012 Limited, and WPP Jubilee Limited as subsidiary guarantors (continued)

Condensed consolidating balance sheet information (continued)

At 31 December 2017, £m¹

	WPP plc			Subsidiary Guarantors			WPP Finance 2010			Other Subsidiaries			Reclassifications/ Eliminations			Consolidated WPP plc
Non-current assets
Intangible assets:
Goodwill		—			—			—			12,952.9			—			12,952.9
Other		—			—			—			2,018.4			—			2,018.4
Property, plant and equipment		—			16.5			—			963.0			—			979.5
Investment in subsidiaries		14,638.1			27,915.3			—			—			(42,553.4	)		—
Interests in associates and joint ventures		—			—			—			1,065.2			—			1,065.2
Other investments		—			—			—			1,153.5			—			1,153.5
Deferred tax assets		—			—			—			160.3			—			160.3
Trade and other receivables		—			—			1.6			174.6			—			176.2
Intercompany receivables2		—			203.3			2,078.3			7,649.3			(9,930.9	)		—
		14,638.1			28,135.1			2,079.9			26,137.2			(52,484.3	)		18,506.0
Current assets
Corporate income tax recoverable		—			—			—			234.7			—			234.7
Trade and other receivables		0.3			457.3			0.1			12,073.0			—			12,530.7
Intercompany receivables2		1,661.4			1,713.8			65.7			5,268.8			(8,709.7	)		—
Cash and short-term deposits		—			235.0			—			6,683.5			(4,527.1	)		2,391.4
		1,661.7			2,406.1			65.8			24,260.0			(13,236.8	)		15,156.8
Current liabilities
Trade and other payables		(16.9	)		(113.9	)		(19.6	)		(14,090.7	)		—			(14,241.1	)
Intercompany payables2		(2,808.3	)		(5,780.2	)		—			(121.2	)		8,709.7			—
Corporate income tax payable		—			—			—			(649.3	)		—			(649.3	)
Bank overdrafts, bonds and bank loans		(2,627.7	)		(1,871.8	)		(27.4	)		(624.3	)		4,527.1			(624.1	)
		(5,452.9	)		(7,765.9	)		(47.0	)		(15,485.5	)		13,236.8			(15,514.5	)
Net current (liabilities)/assets		(3,791.2	)		(5,359.8	)		18.8			8,774.5			—			(357.7	)
Total assets less current liabilities		10,846.9			22,775.3			2,098.7			34,911.7			(52,484.3	)		18,148.3
Non-current liabilities
Bonds and bank loans		—			—			(2,087.1	)		(4,163.3	)		—			(6,250.4	)
Trade and other payables		—			—			—			(992.8	)		—			(992.8	)
Intercompany payables2		(1,359.6	)		(8,137.2	)		—			(434.1	)		9,930.9			—
Deferred tax liabilities		—			—			—			(513.7	)		—			(513.7	)
Provision for post-employment benefits		—			—			—			(206.3	)		—			(206.3	)
Provisions for liabilities and charges		—			—			—			(229.0	)		—			(229.0	)
		(1,359.6	)		(8,137.2	)		(2,087.1	)		(6,539.2	)		9,930.9			(8,192.2	)
Net assets		9,487.3			14,638.1			11.6			28,372.5			(42,553.4	)		9,956.1
Attributable to:
Equity shareholders’ funds		9,487.3			14,638.1			11.6			27,903.7			(42,553.4	)		9,487.3
Non-controlling interests		—			—			—			468.8			—			468.8
Total equity		9,487.3			14,638.1			11.6			28,372.5			(42,553.4	)		9,956.1

Notes

¹  Prior year figures have been restated for the impact of the adoption of IFRS 15 Revenue from Contracts with Customers, as described in the accounting policies.

²  Prior year figures have been restated to reclassify certain intercompany balances in an amount of £2,540.2 million from non-current to current within subsidiary guarantors and other subsidiaries.

F-48

Notes to the consolidated financial statements (continued)

31.    Condensed consolidating financial information for bonds issued by WPP Finance 2010 with WPP plc as parent guarantor and WPP Jubilee Limited and WPP 2005 Limited as subsidiary guarantors

WPP Finance 2010 has in issue $750 million of 3.750% bonds due September 2024 and $450 million ($50 million repaid in 2018 from the $500 million initially issued) of 5.625% bonds due November 2043, with WPP plc as parent guarantor and WPP Jubilee Limited and WPP 2005 Limited as subsidiary guarantors.

The issuer and guarantors of the bonds (issuer and subsidiary guarantors are 100% owned by WPP plc) are each subject to the reporting requirements under section 15(d) of the Securities Exchange Act of 1934. In accordance with SEC Regulation S-X Rule 3-10, condensed consolidating financial information containing financial information for WPP Finance 2010 and the guarantors is presented. Condensed consolidating financial information is prepared in accordance with IFRS as issued by the IASB. In the parent company, subsidiary issuer and subsidiary guarantors columns investments in subsidiaries are accounted for under the equity method of accounting. Under the equity method, earnings of subsidiaries are reflected as “share of results of subsidiaries” in the income statement and as “investment in subsidiaries” in the balance sheet, as required by the SEC.

In the event that WPP Finance 2010 fails to pay the holders of the securities, thereby requiring WPP plc, WPP Jubilee Limited or WPP 2005 Limited to make payment pursuant to the terms of their full and unconditional, and joint and several guarantee of those securities, there is no impediment to WPP plc, WPP Jubilee Limited or WPP 2005 Limited obtaining reimbursement for any such payments from WPP Finance 2010.

Condensed consolidating income statement information

For the year ended 31 December 2018, £m

	WPP plc			Subsidiary Guarantors			WPP Finance 2010			Other Subsidiaries			Reclassifications / Eliminations			Consolidated WPP plc
Revenue		—			—			—			15,602.4			—			15,602.4
Costs of services		—			—			—			(12,663.5	)		—			(12,663.5	)
Gross profit		—			—			—			2,938.9			—			2,938.9
General and administrative costs		10.8			(305.8	)		—			(1,212.5	)		—			(1,507.5	)
Operating profit/(loss)		10.8			(305.8	)		—			1,726.4			—			1,431.4
Share of results of subsidiaries		1,179.2			1,710.2			—			—			(2,889.4	)		—
Share of results of associates		—			—			—			43.5			—			43.5
Profit before interest and taxation		1,190.0			1,404.4			—			1,769.9			(2,889.4	)		1,474.9
Finance income		—			27.8			102.3			300.6			(325.9	)		104.8
Finance costs		(127.1	)		(248.9	)		(103.1	)		(136.1	)		325.9			(289.3	)
Revaluation of financial instruments		—			—			(1.1	)		174.0			—			172.9
Profit/(loss) before taxation		1,062.9			1,183.3			(1.9	)		2,108.4			(2,889.4	)		1,463.3
Taxation		—			(4.1	)		—			(319.8	)		—			(323.9	)
Profit/(loss) for the year		1,062.9			1,179.2			(1.9	)		1,788.6			(2,889.4	)		1,139.4
Attributable to:
Equity holders of the parent		1,062.9			1,179.2			(1.9	)		1,712.1			(2,889.4	)		1,062.9
Non-controlling interests		—			—			—			76.5			—			76.5
		1,062.9			1,179.2			(1.9	)		1,788.6			(2,889.4	)		1,139.4

For the year ended 31 December 2017, £m¹

	WPP plc			Subsidiary Guarantors			WPP Finance 2010			Other Subsidiaries			Reclassifications / Eliminations			Consolidated WPP plc
Revenue		—			—			—			15,804.2			—			15,804.2
Costs of services		—			—			—			(12,629.0	)		—			(12,629.0	)
Gross profit		—			—			—			3,175.2			—			3,175.2
General and administrative costs		14.1			74.7			—			(1,355.8	)		—			(1,267.0	)
Operating profit		14.1			74.7			—			1,819.4			—			1,908.2
Share of results of subsidiaries		1,901.2			2,016.5			—			—			(3,917.7	)		—
Share of results of associates		—			—			—			113.5			—			113.5
Profit before interest and taxation		1,915.3			2,091.2			—			1,932.9			(3,917.7	)		2,021.7
Finance income		—			24.5			110.6			262.8			(302.7	)		95.2
Finance costs		(99.3	)		(221.5	)		(103.4	)		(148.3	)		302.7			(269.8	)
Revaluation of financial instruments		0.6			—			(5.4	)		267.0			—			262.2
Profit before taxation		1,816.6			1,894.2			1.8			2,314.4			(3,917.7	)		2,109.3
Taxation		—			7.0			—			(204.0	)		—			(197.0	)
Profit for the year		1,816.6			1,901.2			1.8			2,110.4			(3,917.7	)		1,912.3
Attributable to:
Equity holders of the parent		1,816.6			1,901.2			1.8			2,014.7			(3,917.7	)		1,816.6
Non-controlling interests		—			—			—			95.7			—			95.7
		1,816.6			1,901.2			1.8			2,110.4			(3,917.7	)		1,912.3

Note

¹  Prior year figures have been restated for the impact of the adoption of IFRS 15 Revenue from Contracts with Customers, as described in the accounting policies.

F-49

Notes to the consolidated financial statements (continued)

31.    Condensed consolidating financial information for bonds issued by WPP Finance 2010 with WPP plc as parent guarantor and WPP Jubilee Limited and WPP 2005 Limited as subsidiary guarantors (continued)

Condensed consolidating income statement information (continued)

For the year ended 31 December 2016, £m¹

	WPP plc			Subsidiary Guarantors			WPP Finance 2010			Other Subsidiaries			Reclassifications / Eliminations			Consolidated WPP plc
Revenue		—			—			—			14,887.3			—			14,887.3
Costs of services		—			—			—			(11,846.5	)		—			(11,846.5	)
Gross profit		—			—			—			3,040.8			—			3,040.8
General and administrative costs		13.8			(828.2	)		(0.1	)		(163.2	)		—			(977.7	)
Operating profit/(loss)		13.8			(828.2	)		(0.1	)		2,877.6			—			2,063.1
Share of results of subsidiaries		1,497.4			2,518.2			—			—			(4,015.6	)		—
Share of results of associates		—			—			—			49.8			—			49.8
Profit/(loss) before interest and taxation		1,511.2			1,690.0			(0.1	)		2,927.4			(4,015.6	)		2,112.9
Finance income		—			28.8			121.1			231.9			(301.4	)		80.4
Finance costs		(102.5	)		(222.1	)		(98.8	)		(132.5	)		301.4			(254.5	)
Revaluation of financial instruments		(8.6	)		—			7.0			(46.7	)		—			(48.3	)
Profit before taxation		1,400.1			1,496.7			29.2			2,980.1			(4,015.6	)		1,890.5
Taxation		—			0.7			—			(389.6	)		—			(388.9	)
Profit for the year		1,400.1			1,497.4			29.2			2,590.5			(4,015.6	)		1,501.6
Attributable to:
Equity holders of the parent		1,400.1			1,497.4			29.2			2,489.0			(4,015.6	)		1,400.1
Non-controlling interests		—			—			—			101.5			—			101.5
		1,400.1			1,497.4			29.2			2,590.5			(4,015.6	)		1,501.6

Note

¹  Prior year figures have been restated for the impact of the adoption of IFRS 15 Revenue from Contracts with Customers, as described in the accounting policies.

F-50

Notes to the consolidated financial statements (continued)

31.    Condensed consolidating financial information for bonds issued by WPP Finance 2010 with WPP plc as parent guarantor and WPP Jubilee Limited and WPP 2005 Limited as subsidiary guarantors (continued)

Condensed consolidating statement of comprehensive income

For the year ended 31 December 2018, £m

	WPP plc			Subsidiary Guarantors			WPP Finance 2010			Other Subsidiaries			Reclassifications / Eliminations			Consolidated WPP plc
Profit/(loss) for the year		1,062.9			1,179.2			(1.9	)		1,788.6			(2,889.4	)		1,139.4
Items that may be reclassified subsequently to profit or loss:
Exchange adjustments on foreign currency net investments		69.9			69.9			0.6			78.3			(139.8	)		78.9
		69.9			69.9			0.6			78.3			(139.8	)		78.9
Items that will not be reclassified subsequently to profit or loss:
Actuarial gain on defined benefit pension plans		8.9			8.9			—			8.9			(17.8	)		8.9
Deferred tax on defined benefit pension plans		(0.7	)		(0.7	)		—			(0.7	)		1.4			(0.7	)
Movements on equity investments held at fair value through other comprehensive income		(247.9	)		(247.9	)		—			(247.9	)		495.8			(247.9	)
		(239.7	)		(239.7	)		—			(239.7	)		479.4			(239.7	)
Other comprehensive (loss)/income for the year		(169.8	)		(169.8	)		0.6			(161.4	)		339.6			(160.8	)
Total comprehensive income/(loss) for the year		893.1			1,009.4			(1.3	)		1,627.2			(2,549.8	)		978.6
Attributable to:
Equity holders of the parent		893.1			1,009.4			(1.3	)		1,541.7			(2,549.8	)		893.1
Non-controlling interests		—			—			—			85.5			—			85.5
		893.1			1,009.4			(1.3	)		1,627.2			(2,549.8	)		978.6

For the year ended 31 December 2017, £m

	WPP plc			Subsidiary Guarantors			WPP Finance 2010			Other Subsidiaries			Reclassifications / Eliminations			Consolidated WPP plc
Profit for the year		1,816.6			1,901.2			1.8			2,110.4			(3,917.7	)		1,912.3
Items that may be reclassified subsequently to profit or loss:
Exchange adjustments on foreign currency net investments		(445.5	)		(445.5	)		(0.6	)		(464.6	)		891.0			(465.2	)
Gain on revaluation of available for sale investments		32.1			32.1			—			32.1			(64.2	)		32.1
		(413.4	)		(413.4	)		(0.6	)		(432.5	)		826.8			(433.1	)
Items that will not be reclassified subsequently to profit or loss:
Actuarial gain on defined benefit pension plans		17.0			17.0			—			17.0			(34.0	)		17.0
Deferred tax on defined benefit pension plans		(24.6	)		(24.6	)		—			(24.6	)		49.2			(24.6	)
		(7.6	)		(7.6	)		—			(7.6	)		15.2			(7.6	)
Other comprehensive loss for the year		(421.0	)		(421.0	)		(0.6	)		(440.1	)		842.0			(440.7	)
Total comprehensive income for the year		1,395.6			1,480.2			1.2			1,670.3			(3,075.7	)		1,471.6
Attributable to:
Equity holders of the parent		1,395.6			1,480.2			1.2			1,594.3			(3,075.7	)		1,395.6
Non-controlling interests		—			—			—			76.0			—			76.0
		1,395.6			1,480.2			1.2			1,670.3			(3,075.7	)		1,471.6

F-51

Notes to the consolidated financial statements (continued)

31.    Condensed consolidating financial information for bonds issued by WPP Finance 2010 with WPP plc as parent guarantor and WPP Jubilee Limited and WPP 2005 Limited as subsidiary guarantors (continued)

Condensed consolidating statement of comprehensive income (continued)

For the year ended 31 December 2016, £m

	WPP plc			Subsidiary Guarantors			WPP Finance 2010			Other Subsidiaries			Reclassifications / Eliminations			Consolidated WPP plc
Profit for the year		1,400.1			1,497.4			29.2			2,590.5			(4,015.6	)		1,501.6
Items that may be reclassified subsequently to profit or loss:
Exchange adjustments on foreign currency net investments		1,309.9			1,309.9			(1.2	)		1,379.2			(2,619.8	)		1,378.0
Loss on revaluation of available for sale investments		(93.1	)		(93.1	)		—			(93.1	)		186.2			(93.1	)
		1,216.8			1,216.8			(1.2	)		1,286.1			(2,433.6	)		1,284.9
Items that will not be reclassified subsequently to profit or loss:
Actuarial loss on defined benefit pension plans		(15.9	)		(15.9	)		—			(15.9	)		31.8			(15.9	)
Deferred tax on defined benefit pension plans		(0.4	)		(0.4	)		—			(0.4	)		0.8			(0.4	)
		(16.3	)		(16.3	)		—			(16.3	)		32.6			(16.3	)
Other comprehensive income/(loss) for the year		1,200.5			1,200.5			(1.2	)		1,269.8			(2,401.0	)		1,268.6
Total comprehensive income for the year		2,600.6			2,697.9			28.0			3,860.3			(6,416.6	)		2,770.2
Attributable to:
Equity holders of the parent		2,600.6			2,697.9			28.0			3,690.7			(6,416.6	)		2,600.6
Non-controlling interests		—			—			—			169.6			—			169.6
		2,600.6			2,697.9			28.0			3,860.3			(6,416.6	)		2,770.2

F-52

Notes to the consolidated financial statements (continued)

31.    Condensed consolidating financial information for bonds issued by WPP Finance 2010 with WPP plc as parent guarantor and WPP Jubilee Limited and WPP 2005 Limited as subsidiary guarantors (continued)

Condensed consolidating cash flow statement information

For the year ended 31 December 2018, £m

	WPP plc			Subsidiary Guarantors			WPP Finance 2010			Other Subsidiaries			Reclassifications/ Eliminations		Consolidated WPP plc
Net cash inflow/(outflow) from operating activities		2,308.8			(271.1	)		42.9			(386.8	)		—		1,693.8
Investing activities
Acquisitions		—			—			—			(298.8	)		—		(298.8	)
Proceeds on disposal of investments and subsidiaries		—			—			—			849.0			—		849.0
Purchases of property, plant and equipment		—			(10.4	)		—			(304.4	)		—		(314.8	)
Purchases of other intangible assets (including capitalised computer software)		—			—			—			(60.4	)		—		(60.4	)
Proceeds on disposal of property, plant and equipment		—			—			—			9.5			—		9.5
Net cash inflow/(outflow) from investing activities		—			(10.4	)		—			194.9			—		184.5
Financing activities
Share option proceeds		1.2			—			—			—			—		1.2
Cash consideration for non-controlling interests		—			(0.3	)		—			(109.6	)		—		(109.9	)
Share repurchases and buy-backs		(104.3	)		—			—			(102.8	)		—		(207.1	)
Net decrease in borrowings		—			—			(58.1	)		(382.5	)		—		(440.6	)
Financing and share issue costs		—			—			—			(3.8	)		—		(3.8	)
Equity dividends paid		(747.4	)		—			—			—			—		(747.4	)
Dividends paid to non-controlling interests in subsidiary undertakings		—			—			—			(106.2	)		—		(106.2	)
Net cash outflow from financing activities		(850.5	)		(0.3	)		(58.1	)		(704.9	)		—		(1,613.8	)
Net increase/(decrease) in cash and cash equivalents		1,458.3			(281.8	)		(15.2	)		(896.8	)		—		264.5
Translation of cash and cash equivalents		(4.7	)		(51.5	)		(5.4	)		0.1			—		(61.5	)
Cash and cash equivalents at beginning of year		(2,627.7	)		(1,640.6	)		(27.4	)		6,293.9			—		1,998.2
Cash and cash equivalents at end of year		(1,174.1	)		(1,973.9	)		(48.0	)		5,397.2			—		2,201.2

For the year ended 31 December 2017, £m

	WPP plc			Subsidiary Guarantors			WPP Finance 2010			Other Subsidiaries			Reclassifications/ Eliminations		Consolidated WPP plc
Net cash inflow/(outflow) from operating activities		32.9			(49.7	)		(13.6	)		1,438.5			—		1,408.1
Investing activities
Acquisitions		—			—			—			(477.5	)		—		(477.5	)
Proceeds on disposal of investments and subsidiaries		—			—			—			296.0			—		296.0
Purchases of property, plant and equipment		—			(10.4	)		—			(278.5	)		—		(288.9	)
Purchases of other intangible assets (including capitalised computer software)		—			—			—			(37.3	)		—		(37.3	)
Proceeds on disposal of property, plant and equipment		—			—			—			8.0			—		8.0
Net cash outflow from investing activities		—			(10.4	)		—			(489.3	)		—		(499.7	)
Financing activities
Share option proceeds		6.4			—			—			—			—		6.4
Cash consideration for non-controlling interests		—			(1.4	)		—			(45.9	)		—		(47.3	)
Share repurchases and buy-backs		(289.6	)		—			—			(214.6	)		—		(504.2	)
Net increase/(decrease) in borrowings		(400.0	)		—			—			999.6			—		599.6
Financing and share issue costs		—			—			—			(0.8	)		—		(0.8	)
Equity dividends paid		(751.5	)		—			—			—			—		(751.5	)
Dividends paid to non-controlling interests in subsidiary undertakings		—			—			—			(87.8	)		—		(87.8	)
Net cash (outflow)/inflow from financing activities		(1,434.7	)		(1.4	)		—			650.5			—		(785.6	)
Net increase/(decrease) in cash and cash equivalents		(1,401.8	)		(61.5	)		(13.6	)		1,599.7			—		122.8
Translation of cash and cash equivalents		(0.9	)		48.4			1.3			(76.0	)		—		(27.2	)
Cash and cash equivalents at beginning of year		(1,225.0	)		(1,627.5	)		(15.1	)		4,770.2			—		1,902.6
Cash and cash equivalents at end of year		(2,627.7	)		(1,640.6	)		(27.4	)		6,293.9			—		1,998.2

F-53

Notes to the consolidated financial statements (continued)

31.    Condensed consolidating financial information for bonds issued by WPP Finance 2010 with WPP plc as parent guarantor and WPP Jubilee Limited and WPP 2005 Limited as subsidiary guarantors (continued)

Condensed consolidating cash flow statement information (continued)

For the year ended 31 December 2016, £m

	WPP plc			Subsidiary Guarantors			WPP Finance 2010			Other Subsidiaries			Reclassifications/ Eliminations		Consolidated WPP plc
Net cash inflow/(outflow) from operating activities		963.1			1,002.2			65.5			(257.0	)		—		1,773.8
Investing activities
Acquisitions		—			—			—			(719.3	)		—		(719.3	)
Proceeds on disposal of investments and subsidiaries		—			—			—			80.5			—		80.5
Purchases of property, plant and equipment		—			(1.1	)		—			(251.0	)		—		(252.1	)
Purchases of other intangible assets (including capitalised computer software)		—			—			—			(33.0	)		—		(33.0	)
Proceeds on disposal of property, plant and equipment		—			—			—			7.7			—		7.7
Net cash outflow from investing activities		—			(1.1	)		—			(915.1	)		—		(916.2	)
Financing activities
Share option proceeds		27.2			—			—			—			—		27.2
Cash consideration for non-controlling interests		—			(1.3	)		—			(57.0	)		—		(58.3	)
Share repurchases and buy-backs		(274.5	)		—			—			(152.9	)		—		(427.4	)
Net (decrease)/increase in borrowings		(392.1	)		—			—			369.6			—		(22.5	)
Financing and share issue costs		—			—			—			(6.4	)		—		(6.4	)
Equity dividends paid		(616.5	)		—			—			—			—		(616.5	)
Dividends paid to non-controlling interests in subsidiary undertakings		—			—			—			(89.6	)		—		(89.6	)
Net cash (outflow)/inflow from financing activities		(1,255.9	)		(1.3	)		—			63.7			—		(1,193.5	)
Net (decrease)/increase in cash and cash equivalents		(292.8	)		999.8			65.5			(1,108.4	)		—		(335.9	)
Translation of cash and cash equivalents		(5.7	)		(154.6	)		(13.1	)		465.3			—		291.9
Cash and cash equivalents at beginning of year		(926.5	)		(2,472.7	)		(67.5	)		5,413.3			—		1,946.6
Cash and cash equivalents at end of year		(1,225.0	)		(1,627.5	)		(15.1	)		4,770.2			—		1,902.6

F-54

Notes to the consolidated financial statements (continued)

31.    Condensed consolidating financial information for bonds issued by WPP Finance 2010 with WPP plc as parent guarantor and WPP Jubilee Limited and WPP 2005 Limited as subsidiary guarantors (continued)

Condensed consolidating balance sheet information

At 31 December 2018, £m

	WPP plc			Subsidiary Guarantors			WPP Finance 2010			Other Subsidiaries			Reclassifications/ Eliminations			Consolidated WPP plc
Non-current assets
Intangible assets:
Goodwill		—			—			—			13,202.8			—			13,202.8
Other		—			—			—			1,842.0			—			1,842.0
Property, plant and equipment		—			26.1			—			1,056.9			—			1,083.0
Investment in subsidiaries		15,463.9			29,329.2			—			—			(44,793.1	)		—
Interests in associates and joint ventures		—			—			—			796.8			—			796.8
Other investments		—			—			—			666.7			—			666.7
Deferred tax assets		—			—			—			153.0			—			153.0
Trade and other receivables		—			—			—			180.0			—			180.0
Intercompany receivables		—			205.4			2,182.9			7,657.7			(10,046.0	)		—
		15,463.9			29,560.7			2,182.9			25,555.9			(54,839.1	)		17,924.3
Current assets
Corporate income tax recoverable		—			—			—			198.7			—			198.7
Trade and other receivables		0.6			497.9			0.1			12,602.9			—			13,101.5
Intercompany receivables		1,675.6			1,720.6			55.2			8,130.6			(11,582.0	)		—
Cash and short-term deposits		—			17.3			41.4			5,839.2			(3,254.7	)		2,643.2
		1,676.2			2,235.8			96.7			26,771.4			(14,836.7	)		15,943.4
Current liabilities
Trade and other payables		(3.7	)		(57.5	)		(21.6	)		(14,955.6	)		—			(15,038.4	)
Intercompany payables		(5,190.3	)		(6,078.1	)		(0.9	)		(312.7	)		11,582.0			—
Corporate income tax payable		—			—			—			(545.9	)		—			(545.9	)
Bank overdrafts, bonds and bank loans		(1,174.1	)		(1,991.2	)		(89.4	)		(1,025.1	)		3,254.7			(1,025.1	)
		(6,368.1	)		(8,126.8	)		(111.9	)		(16,839.3	)		14,836.7			(16,609.4	)
Net current (liabilities)/assets		(4,691.9	)		(5,891.0	)		(15.2	)		9,932.1			—			(666.0	)
Total assets less current liabilities		10,772.0			23,669.7			2,167.7			35,488.0			(54,839.1	)		17,258.3
Non-current liabilities
Bonds and bank loans		—			—			(2,151.8	)		(3,483.0	)		—			(5,634.8	)
Trade and other payables		—			—			(5.5	)		(835.9	)		—			(841.4	)
Intercompany payables		(1,389.8	)		(8,205.8	)		—			(450.4	)		10,046.0			—
Deferred tax liabilities		—			—			—			(479.5	)		—			(479.5	)
Provision for post-employment benefits		—			—			—			(184.3	)		—			(184.3	)
Provisions for liabilities and charges		—			—			—			(311.7	)		—			(311.7	)
		(1,389.8	)		(8,205.8	)		(2,157.3	)		(5,744.8	)		10,046.0			(7,451.7	)
Net assets		9,382.2			15,463.9			10.4			29,743.2			(44,793.1	)		9,806.6
Attributable to:
Equity shareholders’ funds		9,382.2			15,463.9			10.4			29,318.8			(44,793.1	)		9,382.2
Non-controlling interests		—			—			—			424.4			—			424.4
Total equity		9,382.2			15,463.9			10.4			29,743.2			(44,793.1	)		9,806.6

F-55

Notes to the consolidated financial statements (continued)

31.    Condensed consolidating financial information for bonds issued by WPP Finance 2010 with WPP plc as parent guarantor and WPP Jubilee Limited and WPP 2005 Limited as subsidiary guarantors (continued)

Condensed consolidating balance sheet information (continued)

At 31 December 2017, £m¹

	WPP plc			Subsidiary Guarantors			WPP Finance 2010			Other Subsidiaries			Reclassifications/ Eliminations			Consolidated WPP plc
Non-current assets
Intangible assets:
Goodwill		—			—			—			12,952.9			—			12,952.9
Other		—			—			—			2,018.4			—			2,018.4
Property, plant and equipment		—			16.5			—			963.0			—			979.5
Investment in subsidiaries		14,638.1			27,746.7			—			—			(42,384.8	)		—
Interests in associates and joint ventures		—			—			—			1,065.2			—			1,065.2
Other investments		—			—			—			1,153.5			—			1,153.5
Deferred tax assets		—			—			—			160.3			—			160.3
Trade and other receivables		—			—			1.6			174.6			—			176.2
Intercompany receivables2		—			203.3			2,078.3			7,649.3			(9,930.9	)		—
		14,638.1			27,966.5			2,079.9			26,137.2			(52,315.7	)		18,506.0
Current assets
Corporate income tax recoverable		—			—			—			234.7			—			234.7
Trade and other receivables		0.3			457.3			0.1			12,073.0			—			12,530.7
Intercompany receivables2		1,661.4			1,713.8			65.7			5,268.7			(8,709.6	)		—
Cash and short-term deposits		—			231.2			—			6,687.3			(4,527.1	)		2,391.4
		1,661.7			2,402.3			65.8			24,263.7			(13,236.7	)		15,156.8
Current liabilities
Trade and other payables		(16.9	)		(113.9	)		(19.6	)		(14,090.7	)		—			(14,241.1	)
Intercompany payables2		(2,808.3	)		(5,607.8	)		—			(293.5	)		8,709.6			—
Corporate income tax payable		—			—			—			(649.3	)		—			(649.3	)
Bank overdrafts, bonds and bank loans		(2,627.7	)		(1,871.8	)		(27.4	)		(624.3	)		4,527.1			(624.1	)
		(5,452.9	)		(7,593.5	)		(47.0	)		(15,657.8	)		13,236.7			(15,514.5	)
Net current (liabilities)/assets		(3,791.2	)		(5,191.2	)		18.8			8,605.9			—			(357.7	)
Total assets less current liabilities		10,846.9			22,775.3			2,098.7			34,743.1			(52,315.7	)		18,148.3
Non-current liabilities
Bonds and bank loans		—			—			(2,087.1	)		(4,163.3	)		—			(6,250.4	)
Trade and other payables		—			—			—			(992.8	)		—			(992.8	)
Intercompany payables2		(1,359.6	)		(8,137.2	)		—			(434.1	)		9,930.9			—
Deferred tax liabilities		—			—			—			(513.7	)		—			(513.7	)
Provision for post-employment benefits		—			—			—			(206.3	)		—			(206.3	)
Provisions for liabilities and charges		—			—			—			(229.0	)		—			(229.0	)
		(1,359.6	)		(8,137.2	)		(2,087.1	)		(6,539.2	)		9,930.9			(8,192.2	)
Net assets		9,487.3			14,638.1			11.6			28,203.9			(42,384.8	)		9,956.1
Attributable to:
Equity shareholders’ funds		9,487.3			14,638.1			11.6			27,735.1			(42,384.8	)		9,487.3
Non-controlling interests		—			—			—			468.8			—			468.8
Total equity		9,487.3			14,638.1			11.6			28,203.9			(42,384.8	)		9,956.1

Notes

¹  Prior year figures have been restated for the impact of the adoption of IFRS 15 Revenue from Contracts with Customers, as described in the accounting policies.

²  Prior year figures have been restated to reclassify certain intercompany balances in an amount of £2,540.2 million from non-current to current within subsidiary guarantors and other subsidiaries.

F-56

EX-2.15

Exhibit 2.15

WPP plc

27 Farm Street

London W1J 5RJ, England

26 April 2019

Securities and Exchange Commission

100 F Street, N.E.

Washington, D.C. 20549

Dear Sir or Madam:

On 26 June 2018, WPP AUNZ Limited, as the Original Borrower, and the Original Guarantors, the Arranger, the Original Lenders, the original Facility B1 issuing bank, the original Facility B2 issuing bank, and the Agent, entered into an A$547 million and NZ$3 million Syndicated Facility Agreement (the “Facility Agreement”).

The Registrant hereby agrees, pursuant to instruction 2(b)(i) to the Exhibits to Form 20-F, to furnish the Securities and Exchange Commission with a copy of the instruments relating to the Facility Agreement upon request.

Very truly yours,
WPP plc
By:	/s/ Paul W.G. Richardson
	Paul W.G. Richardson
	Group Finance Director

EX-2.16

Exhibit 2.16

EXECUTION VERSION

DATED 15 MARCH 2019

WPP CP LLC

WPP FINANCE CO. LIMITED

AND

WPP CP FINANCE PLC

AS BORROWERS

WPP PLC

WPP JUBILEE LIMITED

AND

WPP 2005 LIMITED

AS GUARANTORS

CITIBANK EUROPE PLC, UK BRANCH

AS FACILITY AGENT

CITIBANK, N.A.

AS SWINGLINE AGENT

BANK OF AMERICA MERRILL LYNCH INTERNATIONAL DESIGNATED ACTIVITY COMPANY

BARCLAYS BANK PLC

BNP PARIBAS

CITIGROUP GLOBAL MARKETS LIMITED

COMMERZBANK AG, LONDON BRANCH

GOLDMAN SACHS BANK USA

HSBC BANK PLC

ING BANK N.V., LONDON BRANCH

J.P. MORGAN SECURITIES PLC

NATIONAL WESTMINSTER BANK PLC

SUMITOMO MITSUI BANKING CORPORATION, LONDON BRANCH

WELLS FARGO BANK N.A., LONDON BRANCH

AS BOOKRUNNERS

AND

THE LENDERS REFERRED TO HEREIN

U.S.$2,500,000,000 REVOLVING CREDIT FACILITY AGREEMENT

(INCLUDING U.S.$1,200,000,000 SWINGLINE FACILITY)

CONTENTS

Clause		Page
1.	Interpretation		2
2.	Amount and Purpose of the Facilities		20
3.	Syndicate and Borrowers and Guarantors		23
4.	Conditions Precedent		26
5.	Utilisation of the Revolving Facility		28
6.	Utilisation - Swingline Advances		29
7.	Swingline Advances		31
8.	Alternative Currencies		34
9.	Interest and Fees		35
10.	Reduction of Facilities and Repayment		37
11.	Prepayment and Cancellation		38
12.	Representations and Warranties		41
13.	Undertakings		43
14.	Changes in Circumstances		51
15.	Payments		55
16.	Default		65
17.	Indemnity		68
18.	Guarantee and Indemnity		69
19.	The Agents		73
20.	Conduct of Business by the Finance Parties		81
21.	Fees and Expenses		81
22.	Set-Off and Pro Rata Sharing		83
23.	Benefit of Agreement		85
24.	Confidentiality		89
25.	Confidentiality of Funding Rates and Reference Bank Quotations		93
26.	Further Provisions		94
Schedule 1 Lenders and Commitments			103
Part I The Revolving Facility Lenders			103
Part II The Swingline Lenders			104
Schedule 2 Requests			105
Part I Request in respect of Advances (Other than Swingline Advances)			105
Part II Swingline Advance Request			106
Schedule 3 Certificate			107

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Schedule 4 Form of Accession Notice	108
Schedule 5 Notice of Proposed Substitution	109
Schedule 6 Form of Novation Agreement	110
Schedule 7 Form of Transfer Certificate	112
Schedule 8 Form of Increase Confirmation	115
Schedule 9 Form of Resignation Letter	118

-ii-

THIS AGREEMENT is dated 15 March 2019,

BETWEEN:

(1) WPP PLC of Queensway House, Hilgrove Street, St Helier, Jersey JE1 1ES, incorporated under the laws of Jersey with registered number 111714 as parent and guarantor (the “Parent”);

(2) WPP FINANCE CO. LIMITED of Sea Containers House, 18 Upper Ground, London SE1 9GL, England, incorporated under the laws of England and Wales with registered number 3953038 as borrower (“WPP Finance”);

(3) WPP CP LLC of 3411 Silverside Road, Rodney Building #104, City of Wilmington, County of New Castle, DE 19810 incorporated under the laws of the State of Delaware with registered number 5463455 as borrower (“WPP CP LLC”);

(4) WPP CP FINANCE PLC of Sea Containers House, 18 Upper Ground, London SE1 9GL, England, incorporated under the laws of England and Wales with registered number 05785385 as borrower (“WPP CP Finance”);

(5) WPP 2005 LIMITED of Sea Containers House, 18 Upper Ground, London SE1 9GL, England, incorporated under the laws of England and Wales with registered number 01003653 as guarantor (“WPP 2005”);

(6) WPP JUBILEE LIMITED of Sea Containers House, 18 Upper Ground, London SE1 9GL, England, incorporated under the laws of England and Wales with registered number 08286875 as guarantor (“WPP Jubilee”);

(7) CITIBANK EUROPE PLC, UK BRANCH of Citigroup Centre, Canada Square, Canary Wharf, London, E14 5LB, England (the “Facility Agent”);

(8) CITIBANK, N.A. of 1615 Brett Road, New Castle, DE 19720, USA as swingline agent (the “Swingline Agent”);

(9) BANK OF AMERICA MERRILL LYNCH INTERNATIONAL DESIGNATED ACTIVITY COMPANY of 2 Park Place, Hatch Street, Dublin 2, Ireland; BARCLAYS BANK PLC of 5 The North Colonnade, Canary Wharf, London E14 4BB, England; BNP PARIBAS of 10 Harewood Avenue, London NW1 6AA, England; CITIGROUP GLOBAL MARKETS LIMITED of Citigroup Centre, Canada Square, Canary Wharf, London E14 5LB, England; COMMERZBANK AG, LONDON BRANCH of 30 Gresham Street, London EC2V 7PG, England; GOLDMAN SACHS BANK USA of 200 West Street, New York, New York 10282, HSBC BANK PLC of 8 Canada Square, London E14 5HQ, England; ING BANK N.V., LONDON BRANCH of 8-10 Moorgate, London, EC2R 6DA, England; J.P. MORGAN SECURITIES PLC of 25 Bank Street, Canary Wharf, London E14 5JP, England, NATIONAL WESTMINSTER BANK PLC of 250 Bishopsgate, London EC2M 4AA, England; SUMITOMO MITSUI BANKING CORPORATION, LONDON BRANCH of 99 Queen Victoria Street, London EC4V 4EH, England; and WELLS FARGO BANK N.A., LONDON BRANCH of 33 King William Street, London EC4R 9AT, England; DANSKE BANK A/S of 2-12 Holmens Kanal, DK-1092 Copenhagen K, Denmark; INTESA SANPAOLO S.P.A. of 90 Queen Street, London EC4N 1SA, England, and NORDEA BANK ABP, FILIAL I SVERIGE of Corporate & Investment Banking, H320, Smålandsgaten 17, SE-105 71 Stockholm, Sweden; (as “Mandated Lead Arrangers”); and

(10) THE BANKS AND FINANCIAL INSTITUTIONS listed in Part I and Part II of Schedule 1 (Lenders and Commitments) as Lenders.

-1-

IT IS AGREED AS FOLLOWS:

1. INTERPRETATION

1.1 Definitions

In this Agreement each of the following expressions has, except where the context otherwise requires, the meaning shown opposite it.

“Acceptable Bank” means a bank or financial institution which has a rating for its long-term unsecured and non credit-enhanced debt obligations of A- or higher by S&P or Fitch Ratings Ltd or A3 or higher by Moody’s or a comparable rating from an internationally recognised credit rating agency.

“Accession Notice” means in respect of a proposed Additional Obligor, a notice substantially in the form set out in Schedule 4 (Form of Accession Notice) duly completed and signed on behalf of the proposed Additional Obligor and the Obligors’ Agent.

“Additional Obligor” means an additional Borrower or an additional Guarantor, pursuant, in each case, to Clause 3.7 (Accession of Additional Obligors).

“Advance” means a Revolving Facility Advance or a Swingline Advance.

“Affiliate” means, in relation to any person, a Subsidiary of that person or a Holding Company of that person or any other Subsidiary of that Holding Company.

“Agent’s Spot Rate of Exchange” means the spot rate of exchange determined by the Facility Agent for the purchase with one currency of any other relevant currency in the London foreign exchange market at or about 11.00 a.m. on the date of the relevant Request for delivery two Business Days later, the Facility Agent’s certificate of such rate being conclusive in the absence of manifest error.

“Agent” means the Facility Agent or the Swingline Agent and the term “Agents” shall mean both of them.

“Alternative Currency” means:

(a) euro;

(b) sterling;

(c) Japanese yen;

(d) Swiss francs; and

(e) any other currency (other than U.S. Dollars) approved by all the Lenders, provided that in the case of (c), (d) and (e), such currency is freely transferable and immediately convertible into U.S. Dollars and available in the wholesale market for that currency on the Rate Fixing Day and the Drawing Date for that Utilisation.

“Anti-Corruption Laws” means the Bribery Act 2010, the United States Foreign Corrupt Practices Act of 1977 or other similar legislation in other jurisdictions.

“Anti-Terrorism Law and Sanctions Law” means each of:

(a) Executive Order No. 13224 of September 23, 2001 — Blocking Property and Prohibiting Transactions With Persons Who Commit, Threaten To Commit, or Support Terrorism (the “Executive Order”);

(b) the Uniting and Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism Act of 2001, Public Law 107-56 (commonly known as the “USA Patriot Act”);

-2-

(c) the Money Laundering Control Act of 1986, Public Law 99-570;

(d) any sanctions administered or enforced by the United States Government (including, without limitation, the U.S. Department of the Treasury’s Office of Foreign Assets Control), the United Nations Security Council, the European Union or Her Majesty’s Treasury (collectively, “Sanctions”); and

(e) any similar law in the United States of America, the European Union or the United Kingdom.

“Applicable Accounting Principles” means accounting principles and practices as used in the Original Financial Statements with, for the avoidance of doubt, the classification of finance leases and operating leases and the treatment of income and expenditure in connection thereto being as per the accounting principles and practices in force as at the date of the Original Financial Statements.

“Availability Period” means the period commencing on the date of this Agreement and ending at the close of business in New York on the Final Drawing Date.

“Available Commitment” means, in relation to a Facility, a Lender’s Commitment under that Facility minus:

(a) the Dollar Amount of its participation in any outstanding Advances under that Facility; and

(b) in relation to any proposed Utilisation, the Dollar Amount of its participation in any Advances that are due to be made under that Facility on or before the proposed Drawing Date, other than that Lender’s participation in any Revolving Facility Advance under that Facility that is due to be repaid or prepaid on or before the proposed Drawing Date.

“Back to Back Loan” means any loan or other financial accommodation made available to a member of the Group to the extent that the creditor has recourse directly or indirectly to a deposit of cash or cash equivalent investments beneficially owned by any member of the Group placed, as part of a related transaction, with that creditor (or an affiliate of that creditor) or a financial institution approved by that creditor on the basis that the deposit be available, directly or indirectly, so as to reduce the economic exposure of the creditor to the Group, when looking at the related transactions together, to a net amount.

“Bail-In Action” means the exercise of any Write-down and Conversion Powers.

“Bail-In Legislation” means:

(a) in relation to an EEA Member Country which has implemented, or which at any time implements, Article 55 of Directive 2014/59/EU establishing a framework for the recovery and resolution of credit institutions and investment firms, the relevant implementing law or regulation as described in the EU Bail-In Legislation Schedule from time to time; and

(b) in relation to the United Kingdom, any analogous law or regulation (in each case of the United Kingdom) from time to time which requires contractual recognition of any Write-down and Conversion Powers contained in that law or regulation.

“Basel III” has the meaning given to such term in paragraph (b) of sub-clause 14.2.2 of Clause 14.2 (Increased Costs).

“Borrower” means WPP CP LLC, WPP Finance, WPP CP Finance and any additional Borrower as shall accede to this Agreement as a Borrower pursuant to Clause 3.7 (Accession of Additional Obligors) or be substituted under Clause 3.9 (Substitution of Borrowers), in each case so long as they remain or are required to remain Borrowers and, as the context requires, together the “Borrowers”.

-3-

“Borrower DTTP Filing” means an HM Revenue & Customs’ Form DTTP2 or DTTP2A duly completed and filed by the relevant Borrower, which:

(a) where it relates to a UK Treaty Lender that is a Lender at the date of this Agreement, contains the scheme reference number and jurisdiction of tax residence stated opposite that Lender’s name in Part I of Schedule 1 (Lenders and Commitments), and

(i) where the Borrower is a Borrower at the date of this Agreement, is filed with HM Revenue & Customs within 30 days of the date of the date of this Agreement; or

(ii) where the Borrower became a Borrower after the date of this Agreement, is filed with HM Revenue & Customs within 30 days of the date on which that Borrower became a Borrower; or

(b) where it relates to a UK Treaty Lender that is a New Lender or Increase Lender, contains the scheme reference number and jurisdiction of tax residence stated in respect of that Lender in the relevant Transfer Certificate or Increase Confirmation, and

(i) where the Borrower is a Borrower as at the relevant Transfer Date or Increase Date, is filed with HM Revenue & Customs within 30 days of that Transfer Date or Increase Date; or

(ii) where the Borrower became a Borrower after the relevant Transfer Date or Increase Date, is filed with HM Revenue & Customs within 30 days of the date on which that Borrower became a Borrower.

“Break Costs” means the amount (if any) by which:

(a) the interest (exclusive of Margin) which a Lender should have received for the period from the date of receipt of all or any part of its participation in an Advance or Unpaid Sum to the last day of the current Interest Period in respect of that Advance or Unpaid Sum, had the principal amount or Unpaid Sum received been paid on the last day of that Interest Period;

exceeds:

(b) the amount which that Lender would be able to obtain by placing an amount equal to the principal amount or Unpaid Sum received by it on deposit with a leading bank in the Relevant Market for a period starting on the Business Day following receipt or recovery and ending on the last day of the current Interest Period.

“Business Day” means a day (other than a Saturday or Sunday) on which banks are open in London for the transaction of business of the nature required by this Agreement and:

(a) in relation to a day on which a payment is to be made in a currency other than euros in the place of the principal domestic market of the currency of such payment; and

(b) which is (in relation to any fixing date for euros), a TARGET Day.

“Code” means the City Code on Takeovers and Mergers.

“Commitment” means a Revolving Facility Commitment or a Swingline Commitment.

“Confidential Information” means all information relating to the Parent, any Obligor, the Group, the Financing Documents or a Facility of which a Finance Party becomes aware in its capacity as, or for the purpose of becoming, a Finance Party or which is received by a Finance Party in relation to, or for the purpose of becoming a Finance Party under, the Financing Documents or a Facility from either:

(a) any member of the Group or any of its advisers; or

-4-

(b) another Finance Party, if the information was obtained by that Finance Party directly or indirectly from any member of the Group or any of its advisers, in whatever form, and includes information given orally and any document, electronic file or any other way of representing or recording information which contains or is derived or copied from such information but excludes:

(i) information that:

(A) is or becomes public information other than as a direct or indirect result of any breach by that Finance Party of Clause 24 (Confidentiality); or

(B) is identified in writing at the time of delivery as non-confidential by any member of the Group or any of its advisers; or

(C) is known by that Finance Party before the date the information is disclosed to it in accordance with paragraphs (a) or (b) above or is lawfully obtained by that Finance Party after that date, from a source which is, as far as that Finance Party is aware, unconnected with the Group and which, in either case, as far as that Finance Party is aware, has not been obtained in breach of, and is not otherwise subject to, any obligation of confidentiality; and

(ii) any Funding Rate or Reference Bank Quotation.

“Confidentiality Undertaking” means a confidentiality undertaking substantially in the form recommended by the Loan Market Association from time to time or in any other form agreed between the Parent and the Facility Agent.

“Credit Rating” means the rating by each of S&P and Moody’s for the long-term unsecured and non-credit enhanced debt obligations of the Parent.

“CTA” means the Corporation Tax Act 2009.

“CTA 2010” means the Corporation Tax Act 2010.

“Defaulting Lender” means any Lender:

(a) which has failed to make its participation in an Advance available or has notified the Facility Agent or the Swingline Agent (as appropriate) that it will not make its participation in an Advance available by the Drawing Date of that Advance in accordance with Clause 3.1 (Participation in Revolving Facility Advances) or sub-clause 6.4.1 of Clause 6.4 (Swingline Lenders’ participation);

(b) which has otherwise rescinded or repudiated a Financing Document; or

(c) with respect to which an Insolvency Event has occurred and is continuing, unless, in the case of paragraph (a) above:

(i) its failure to pay is caused by:

(A) administrative or technical error; or

(B) a Disruption Event; and payment is made within five Business Days of its due date; or

(ii) the Lender is disputing in good faith whether it is contractually obliged to make the payment in question.

-5-

“Disruption Event” means either or both of:

(a) a material disruption to those payment or communications systems or to those financial markets which are, in each case, required to operate in order for payments to be made in connection with the Facilities (or otherwise in order for the transactions contemplated by the Financing Documents to be carried out) which disruption is not caused by, and is beyond the control of, any of the Parties; or

(b) the occurrence of any other event which results in a disruption (of a technical or systems-related nature) to the treasury or payments operations of a Party preventing that, or any other Party:

(i) from performing its payment obligations under the Financing Documents; or

(ii) from communicating with other Parties in accordance with the terms of the Financing Documents, and which (in either such case) is not caused by, and is beyond the control of, the Party whose operations are disrupted.

“Dollar Amount” means:

(a) in relation to any Advance or other amount denominated in U.S. Dollars, its principal amount; or

(b) in relation to any Advance in an Alternative Currency, the Dollar Equivalent of the principal amount of such Advance determined on the date on which a Request is received by the Facility Agent.

“Dollar Equivalent” means in relation to any amount denominated in any currency other than U.S. Dollars, the equivalent thereof in U.S. Dollars as determined by the Facility Agent on the basis of the Agent’s Spot Rate of Exchange on the date of determination.

“Drawing Date” means a Business Day upon which any Advance is to be made available.

“Dutch FSA” means the Financial Supervision Act (Wet op het financieel toezicht) including any regulations issued pursuant thereto.

“Dutch Undisclosed Administration” means, in relation to a Lender, the appointment of a “silent administrator” (stille bewindvoerder) pursuant to the Dutch FSA.

“Earn-out Payment” means any payment made or to be made to a former shareholder in a Subsidiary pursuant to arrangements made in connection with the acquisition of such Subsidiary by any member of the Group and related to the performance of that Subsidiary, including any payment in respect of loan notes issued to such former shareholder in connection with the said acquisition but excluding payments under Employee Incentive Plans.

“EEA Member Country” means any member state of the European Union, Iceland, Liechtenstein and Norway.

“Eligible Company” means any of the Borrowers and any other wholly owned Subsidiary which is approved by the Facility Agent (acting on the instructions of the all the Lenders).

“Employee Incentive Plan” means any arrangement entered into by any member of the Group (other than Earn-out Payments) for the payment for services, acquisition or purchase of shares, warrants or other equity linked instruments of any kind (or options for any of the foregoing) or similar arrangements with any person (or any entity on behalf of or ultimately for the benefit of that person) primarily for the purpose of incentivising or compensating that person for services to any member of the Group in the nature of services of employment.

“ERISA” means the US Employee Retirement Income Security Act of 1974, as amended.

-6-

“ERISA Affiliate” means, with respect to any Obligor, any person treated as a single employer with any Obligor for the purpose of section 414(b), (c), (m) or (o) of the United States Internal Revenue Code of 1986, as amended or treated as under common control with an Obligor under Section 4001(a)(14) of ERISA.

“EU Bail-In Legislation Schedule” means the document described as such and published by the Loan Market Association (or any successor person) from time to time.

“EURIBOR” means, in relation to any Advance in euro:

(a) the applicable Screen Rate as of 11.00 a.m. (Brussels time) on the Rate Fixing Day for euro and for a period equal in length to the Interest Period of that Advance; or

(b) as otherwise determined pursuant to Clause 14.5 (Unavailability of Screen Rate), and if, in either case, that rate is less than zero, EURIBOR shall be deemed to be zero.

“euro” and “EUR” mean the single currency unit of the Participating Member States.

“Event of Default” means any of the events mentioned in Clause 16.1 (Events of Default).

“Existing Facility” means the facility made available pursuant to the U.S. $2,500,000,000 revolving credit facility agreement dated 30 November 2011 as amended and restated pursuant to amendment and restatement agreements dated 14 December 2012, 25 April 2013 and 18 July 2014 and as amended pursuant to an amendment letter dated 5 February 2016 between, amongst others, WPP PLC as parent and guarantor and Citibank International plc as facility agent.

“Facility” means the Revolving Facility or the Swingline Facility (as a sub-limit of the Revolving Facility).

“Facility Agent” means Citibank Europe plc, UK Branch or any successor as facility agent of the Lenders under the Financing Documents.

“Facility Office” means the office or offices notified by a Lender to the Facility Agent in writing on or before the date it becomes a Lender (or, following that date, by not less than five Business Days’ written notice) as the office or offices through which it will perform its obligations under this Agreement.

“FATCA” means:

(a) sections 1471 to 1474 of the Revenue Code or any associated regulations;

(b) any treaty, law or regulation of any other jurisdiction, or relating to an intergovernmental agreement between the US and any other jurisdiction, which (in either case) facilitates the implementation of any law or regulation referred to in paragraph (a) above; or

(c) any agreement pursuant to the implementation of any treaty, law or regulation referred to in paragraphs (a) or (b) above with the US Internal Revenue Service, the US government or any governmental or taxation authority in any other jurisdiction.

“FATCA Application Date” means:

(a) in relation to a “withholdable payment” described in section 1473(1)(A)(i) of the Revenue Code (which relates to payments of interest and certain other payments from sources within the U.S.), 1 July 2014; or

(b) in relation to a “passthru payment” described in section 1471(d)(7) of the Revenue Code not falling within paragraph (a) above, the first date from which such payment may become subject to a deduction or withholding required by FATCA.

“FATCA Deduction” means a deduction or withholding from a payment under a Financing Document required by FATCA.

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“FATCA Exempt Party” means a Party that is entitled to receive payments free from any FATCA Deduction.

“Fee Letter” means any letters between, amongst others, the Facility Agent and/or Swingline Agent and/or a Lender and an Obligor setting out any of the fees referred to in Clause 21 (Fees and Expenses), Clause 2.4 (Extension Fee) or under any other Financing Document.

“Final Drawing Date” means the date falling seven days prior to the Final Maturity Date.

“Final Maturity Date” means, subject to Clause 2.3 (Extension Option), the date falling 5 years from the date of this Agreement;

“Financing Documents” means this Agreement, the Accession Notices, any Novation Agreement, any Fee Letters, any Resignation Letter and any other document designated as such by the Facility Agent and the Obligors’ Agent in writing.

“Finance Party” means the Facility Agent, the Swingline Agent or a Lender.

“Funding Rate” means any individual rate notified by a Lender to the Facility Agent pursuant to sub-clause 14.8.1 (ii) of Clause 14.8 (Cost of funds).

“Group” means the Parent and each of its Subsidiaries from time to time.

“Group Structure Chart” means the abbreviated Group structure chart which sets out the Obligor structure as delivered by the Parent to the Facility Agent pursuant to Clause 4.1 (Conditions to the Facilities).

“Guaranteed Amounts” means any and all amounts whatsoever (including, without limitation, interest accruing in the period after the date on which the resolution is passed or, as the case may be, petition, application or notice is filed initiating a proceeding referred to in sub-clauses 16.1.6 or 16.1.9 of Clause 16.1 (Events of Default), whether or not such interest constitutes a claim which is provable for the purposes of such proceeding) which are to be paid by the Obligors (or any of them) to the Finance Parties (or any of them) under the Financing Documents (provided always that any amounts to be paid by a Borrower shall not constitute Guaranteed Amounts for the purpose of the guarantee given by that company in its capacity as a Guarantor).

“Guarantor” means the Parent, WPP 2005, WPP Jubilee and any other member of the Group which becomes an additional Guarantor in accordance with Clause 3.7 (Accession of Additional Obligors) or Clause 13.17 (Guarantees).

“Holding Company” means in relation to a person, an entity of which that person is a Subsidiary.

“IFRS” means International Financial Reporting Standards within the meaning of the IAS Regulation 1606/2002 to the extent applicable to the relevant financial statements save that the classification of finance leases and operating leases and the treatment of income and expenditure in connection thereto shall be as per the International Financial Reporting Standards in force as at the date of the Original Financial Statements.

“Impaired Agent” means an Agent at any time when:

(a) it has failed to make (or has notified a Party that it will not make) a payment required to be made by it under the Financing Documents by the due date for payment;

(b) the Agent otherwise rescinds or repudiates a Financing Document;

(c) (if the Agent is also a Lender) it is a Defaulting Lender under paragraph (a) or (b) of the definition of “Defaulting Lender”; or

(d) an Insolvency Event has occurred and is continuing with respect to the Agent;

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unless, in the case of paragraph (a) above:

(i) its failure to pay is caused by:

(A) administrative or technical error; or

(B) a Disruption Event; and payment is made within five Business Days of its due date; or

(ii) the Agent is disputing in good faith whether it is contractually obliged to make the payment in question.

“Increase Confirmation” means a confirmation substantially in the form set out in Schedule 8 (Form of Increase Confirmation).

“Increase Lender” has the meaning given to that term in sub-paragraph (i) of sub-clause

2.2.1 of Clause 2.2 (Increase).

“Insolvency Event” in relation to an entity means that the entity:

(a) is dissolved (other than pursuant to a consolidation, amalgamation or merger);

(b) becomes insolvent or is unable to pay its debts or fails or admits in writing its inability generally to pay its debts as they become due;

(c) has a resolution passed for its winding-up, official management or liquidation (other than pursuant to a consolidation, amalgamation or merger);

(d) seeks or becomes subject to the appointment of an administrator, provisional liquidator, conservator, receiver, trustee, custodian or other similar official for it or for all or substantially all its assets, in each case other than by way of a Dutch Undisclosed Administration;

(e) has a secured party take possession of all or substantially all its assets or has a distress, execution, attachment, sequestration or other legal process levied, enforced or sued on or against all or substantially all its assets and such secured party maintains possession, or any such process is not dismissed, discharged, stayed or restrained, in each case within 30 days thereafter;

(f) causes or is subject to any event with respect to it which, under the applicable laws of any jurisdiction, has an analogous effect to any of the events specified in paragraphs (a) to (e) above; or

(g) takes any action in furtherance of, or indicating its consent to, approval of, or acquiescence in, any of the foregoing acts.

“Interest Payment Date” means for any Advance, the last day of an Interest Period and for any Interest Period longer than six months the dates falling at six monthly intervals after the first day of such Interest Period and the last day of such Interest Period.

“Interest Period” means for any Advance, the period determined in accordance with sub-clause 5.1.5 of Clause 5.1 (Revolving Facility Advances) or paragraph (f) of sub-clause 6.3.1 of Clause 6.3 (Completion of a Request for Swingline Advances).

“Interpolated Screen Rate” means, in relation to any Advance the rate (rounded to the same number of decimal places as the two relevant Screen Rates) which results from interpolating on a linear basis between:

(a) the applicable Screen Rate for the longest period (for which that Screen Rate is available) which is less than the Interest Period of that Advance; and

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(b) the applicable Screen Rate for the shortest period (for which that Screen Rate is available) which exceeds the Interest Period of that Advance, each as at (in the case of LIBOR) noon on the Rate Fixing Day or (in the case of EURIBOR) 11.30 a.m. (Brussels time) on the Rate Fixing Day for the currency of that Advance.

“ITA” means the Income Tax Act 2007.

“Lenders” means the Revolving Facility Lenders and the Swingline Lenders.

“LIBOR” means in relation to any Advance:

(a) the applicable Screen Rate as of 11 a.m. on the Rate Fixing Day for the currency of that Advance and for a period equal in length to the Interest Period of that Advance; or

(b) as otherwise determined pursuant to Clause 14.5 (Unavailability of Screen Rate), and if, in either case, that rate is less than zero, LIBOR shall be deemed to be zero.

“Loan” means the aggregate of Advances outstanding under this Agreement.

“Majority Lenders” means:

(a) whilst an Event of Default is continuing:

(i) if Advances are outstanding, a Lender or Lenders whose participations in the Advances then outstanding aggregate more than 66²⁄₃ per cent. of all the Advances then outstanding (where, for the purpose of such calculation, any Advances which have not been made in U.S. Dollars shall be converted into U.S. Dollars at the Agent’s Spot Rate of Exchange); or

(ii) if no Advances are outstanding, a Lender or Lenders whose Revolving Facility Commitments represent more than 66²⁄₃ per cent. in aggregate of the Revolving Facility Total Commitments (or if the Revolving Facility Total Commitments have been reduced to zero, aggregated more than 66²⁄₃ per cent. of the Revolving Facility Total Commitments immediately prior to the reduction); or

(b) at any other time, a Lender or Lenders whose Revolving Facility Commitments represent more than 66²⁄₃ per cent. in aggregate of the Revolving Facility Total Commitments (or, if the Revolving Facility Total Commitments have been reduced to zero, aggregated more than 66²⁄₃ per cent. of the Revolving Facility Total Commitments immediately prior to the reduction).

“Majority Swingline Lenders” means a Swingline Lender or Swingline Lenders whose Swingline Commitments represent more than 66²⁄₃ per cent. in aggregate of the Total Swingline Commitments (or, if the Total Swingline Commitments have been reduced to zero, aggregated more than 66²⁄₃ per cent. of the Total Swingline Commitments immediately prior to the reduction).

“Margin” has the meaning given thereto in Clause 9.1 (Margin, Commitment and Utilisation Fees).

“Margin Stock” means margin stock or “margin security” within the meaning of Regulations T, U and X.

“Material Subsidiary” means at any time, a Subsidiary whose revenues or operating profits are at least 5% of the aggregate of the total consolidated revenues or, as the case may be, total consolidated operating profits of all members of the Group. For this purpose:

(a) in the case of a company which itself has subsidiaries, the calculation shall be made by using the consolidated revenues or, as the case may be, consolidated operating profits of it and its subsidiaries;

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(b) the calculation of consolidated revenues or, as the case may be, consolidated operating profits shall be made by reference to:

(i) the accounts of the relevant Subsidiary (consolidated where necessary) used for the purpose of the most recent audited consolidated accounts of the Parent; and

(ii) the accounts of each member of the Group used for the purpose of those audited consolidated accounts of the Parent.

“Moody’s” means Moody’s Investors Service, Inc.

“Notice of Proposed Substitution” means in respect of a proposed substitute Borrower, the notice delivered by the Obligors’ Agent to the Facility Agent in the form set out in Schedule 5 (Notice of Proposed Substitution).

“Novation Agreement” means in respect of a proposed substitute Borrower, a novation agreement substantially in the form set out in Schedule 6 (Form of Novation Agreement) duly executed or to be executed by the parties thereto.

“Obligors” means the Guarantors and the Borrowers.

“Obligors’ Agent” means the Parent as agent for the Borrowers and the Guarantors and each of them in accordance with Clause 3.5 (Obligors’ Agent).

“Original Financial Statements” means the audited consolidated financial statements (including the profit and loss, cash flow statement and balance sheet) of the Parent and its Subsidiaries for the year ended 31 December 2017.

“Outstandings” means, in respect of a Lender, the aggregate Dollar Amount of that Lender’s participation in all Advances for the time being outstanding.

“Participating Member State” means any member state of the European Union that has the euro as its lawful currency in accordance with legislation of the European Union relating to Economic and Monetary Union.

“Party” means a party to this Agreement.

“Potential Event of Default” means any event which with the giving of notice, expiry of any grace period or satisfaction of any other condition specified in Clause 16.1 (Events of Default) would constitute an Event of Default.

“Protected Party” means a Finance Party which is or will be subject to any liability, or required to make any payment, for or on account of Tax in relation to a sum received or receivable (or any sum deemed for the purposes of Tax to be received or receivable) under a Financing Document.

“Rate Fixing Day” means:

(a) the second Business Day before the first day of an Interest Period for an Advance; or

(b) in the case of an Advance in euros only, the second TARGET Day before the first day of an Interest Period for that Advance; or

(c) in the case of an Advance in sterling only, the first day of the Interest Period for that Advance, (unless market practice differs in the Relevant Market for that currency, in which case the Rate Fixing Day for that currency will be determined by the Facility Agent in accordance with market practice in the Relevant Market (and if quotations would normally be given on more than one day, the Rate Fixing Day will be the last of those days)).

“Ratio Certificate” means the certificate referred to in sub-clause 13.6.2 of Clause 13.6 (Compliance certificates).

“Reference Bank Quotation” means any quotation supplied to the Facility Agent by a Reference Bank.

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“Reference Bank Rate” means:

(a) the arithmetic mean of the rates (rounded upwards to four decimal places) as supplied to the Facility Agent at its request by the Reference Banks:

(i) in relation to LIBOR as either:

(A) if:

(1) the Reference Bank is a contributor to the applicable Screen Rate; and

(2) it consists of a single figure, the rate (applied to the relevant Reference Bank and the relevant currency and period) which contributors to the applicable Screen Rate are asked to submit to the relevant administrator; or

(B) in any other case, the rate at which the relevant Reference Bank could fund itself in the relevant currency for the relevant period with reference to the Relevant Market; or

(ii) in relation to EURIBOR, as the rate at which the relevant Reference Bank could fund itself in the relevant currency for the relevant period in the European interbank market.

“Reference Banks” means, the principal London offices of such Lenders (or Affiliates of Lenders) as may be appointed as such by the Facility Agent with the approval of both the relevant Lender (or Affiliate of a Lender) and the Obligors’ Agent (approval of the Obligors’ Agent not to be unreasonably withheld) and any replacement Lender (or Affiliate of a Lender) nominated under Clause 9.6 (New Reference Bank).

“Regulations T, U and X” means, respectively, Regulations T, U and X of the Board of Governors of the Federal Reserve System of the United States (or any successor).

“Related Fund”, in relation to a fund (the “first fund”), means a fund which is managed or advised by the same investment manager or investment adviser as the first fund or, if it is managed by a different investment manager or investment adviser, a fund whose investment manager or investment adviser is an Affiliate of the investment manager or investment adviser of the first fund.

“Relevant Market” means, in relation to euro, the European interbank market and, in relation to any other currency, the London interbank market.

“Representative” means any delegate, agent, manager, administrator, nominee, attorney, trustee or custodian.

“Request” means a notice of drawing substantially in the form set out in Part I or Part II of Schedule 2 (Requests) duly completed and signed by the Obligors’ Agent.

“Resignation Letter” means a letter substantially in the form set out in Schedule 9 (Form of Resignation Letter).

“Resolution Authority” means any body which has authority to exercise any Write-down and Conversion Powers.

“Restricted Party” means any person or entity:

(a) listed in (i) the “Specially Designated Nationals and Blocked Persons” list maintained by the U.S. Department of the Treasury, Office of Foreign Assets Control, (ii) any list of sanctioned persons or export restricted persons maintained by the U.S. Departments of Commerce or State, or (iii) any Sanctions list maintained by the United Nations Security

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Council, the European Union or the United Kingdom, including any asset freeze list or investment ban list designating specific persons, entities or bodies under any such Sanctions (collectively, “Listed Persons”); or

(b) owned or controlled by a Listed Person.

“Revenue Code” means the U.S. Internal Revenue Code of 1986, as amended from time to time.

“Revolving Facility” means the revolving loan facility (including a swingline facility as a sub-limit) made available under this Agreement as described in Clause 2.1 (The Facilities).

“Revolving Facility Advance” means the principal amount of each amount made available to a Borrower hereunder in respect of the Revolving Facility by way of advance or roll-over or (as the context requires) the principal amount thereof for the time being outstanding.

“Revolving Facility Commitment” means:

(a) in relation to a Lender as at the date of this Agreement, the amount in U.S. Dollars opposite its name under the heading “Commitment (in U.S. Dollars)” in Part I of Schedule 1 (Lenders and Commitments) and the amount of any other Revolving Facility Commitment transferred to it under this Agreement or assumed by it in accordance with Clause 2.2 (Increase); and

(b) in relation to any other Lender, the amount in U.S. Dollars of any Revolving Facility Commitment transferred to it under this Agreement or assumed by it in accordance with Clause 2.2 (Increase), to the extent not cancelled, reduced or transferred by it under this Agreement.

“Revolving Facility Lender” means:

(a) each of the banks and financial institutions listed in Part I of Schedule 1 (Lenders and Commitments) as having a Revolving Facility Commitment; or

(b) any other bank, financial institution, trust, fund or other entity that assumes or acquires a Revolving Facility Commitment in accordance with Clause 2.2 (Increase) or Clause 23.2 (Assignments and transfers by the Lenders), which in each case has not ceased to be a Party as such in accordance with the terms of this Agreement.

“Revolving Facility Total Commitments” means the aggregate amount of the Revolving Facility Commitments being $2,500,000,000 at the date of this Agreement (which includes the Total Swingline Commitments as a sub-limit of the Revolving Facility Commitments).

“Sanctions” has the meaning given thereto in the definition of “Anti-Terrorism Law and Sanctions Law” in this Clause 1.1 (Definitions).

“S&P” means S&P Global Ratings, a division of S&P Global Inc..

“Screen Rate” means:

(a) in relation to LIBOR, the London inter-bank offered rate administered by ICE Benchmark Administration Limited (or any other person which takes over the administration of that rate) for the relevant currency and period displayed on the appropriate page (being currently Thomson Reuters screen page LIBOR01 or LIBOR02) on the information service which publishes that rate; and

(b) in relation to EURIBOR, the euro interbank offered rate administered by the European Money Markets Institute (or any other person which takes over the administration of that rate) for the relevant period displayed on the appropriate page (being currently Thomson Reuters screen page EURIBOR01) on the information service which publishes that rate.

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If the agreed page is replaced or the service ceases to be available, the Facility Agent may specify another page or service displaying the relevant rate after consultation with the Obligors’ Agent and the Lenders.

“Security Interest” means any mortgage, charge, pledge, lien or other security interest.

“Sharing Lender” has the meaning given thereto in sub-clause 22.2.7 of Clause 22.2 (Pro rata Sharing).

“Shortfall” has the meaning given thereto in sub-clause 7.3.4 of Clause 7.3 (Repayment).

“sterling”, “pounds” and “£” mean the lawful currency of the United Kingdom of Great Britain and Northern Ireland.

“Subsidiary” means a subsidiary for the time being of the Parent and “Subsidiaries” shall refer to all such subsidiaries.

“Swingline Advance” means an advance made or to be made under the Swingline Facility or the principal amount outstanding for the time being of that advance.

“Swingline Commitment” means:

(a) in relation to a Swingline Lender as at the date of this Agreement, the amount in U.S. Dollars set opposite its name under the heading “Swingline Commitment” in Part II of Schedule 1 (Lenders and Commitments) and the amount of any other Swingline Commitment transferred to it under this Agreement or assumed by it in accordance with Clause 2.2 (Increase); and

(b) in relation to any other Swingline Lender, the amount of any Swingline Commitment transferred to it under this Agreement or assumed by it in accordance with Clause 2.2 (Increase), to the extent not cancelled, reduced or transferred by it under this Agreement.

“Swingline Facility” means the dollar swingline advance facility made available under this Agreement as a sub-limit of the Revolving Facility as described in Clause 7 (Swingline Advances).

“Swingline Lender” means:

(a) each of the banks and financial institutions listed in Part II of Schedule 1 (Lenders and Commitments) as a swingline lender; or

(b) any other bank, financial institution, trust, fund or other entity that becomes a “Lender” in respect of a Swingline Commitment or participation in an Advance under the Swingline Facility after the date of this Agreement in accordance with Clause 2.2 (Increase) or Clause 23.2 (Assignments and transfers by the Lenders), which in each case has not ceased to be a Party as such in accordance with the terms of this Agreement.

“TARGET2” means the Trans-European Automated Real-Time Gross Settlement Express Transfer payment system which utilises a single shared platform and which was launched on

19 November 2007.

“TARGET Day” means any day on which TARGET2 is open for the settlement of payments in euro.

“Tax” means any tax, levy, impost, duty or other charge or withholding of a similar nature (including any penalty or interest payable in connection with any failure to pay or any delay in paying any of the same).

“Tax Confirmation” means a confirmation by a Lender that the person beneficially entitled to interest payable to that Lender in respect of an Advance under a Financing Document is either:

(a) a company resident in the United Kingdom for United Kingdom tax purposes;

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(b) a partnership each member of which is:

(i) a company so resident in the United Kingdom; or

(ii) a company not so resident in the United Kingdom which carries on a trade in the United Kingdom through a permanent establishment and which brings into account in computing its chargeable profits (within the meaning of section 19 of the CTA) the whole of any share of interest payable in respect of that advance that falls to it by reason of Part 17 of the CTA; or

(c) a company not so resident in the United Kingdom which carries on a trade in the United Kingdom through a permanent establishment and which brings into account interest payable in respect of that advance in computing the chargeable profits (within the meaning of section 19 of the CTA) of that company.

“Tax Deduction” means a deduction or withholding for or on account of Tax from a payment under a Financing Document, other than a FATCA Deduction.

“Total Outstandings” means the aggregate amount from time to time of the Outstandings in respect of all the Lenders.

“Total Swingline Commitments” means the aggregate amount of the Swingline Commitments, being $1,200,000,000 at the date of this Agreement.

“Transfer Certificate” means a certificate substantially in the form of Schedule 7 (Form of Transfer Certificate) delivered by a Lender to the Facility Agent pursuant to Clause 23.6 (Procedure for transfer).

“Transfer Date” means, in relation to a transfer, the later of:

(a) the proposed Transfer Date specified in the Transfer Certificate; and

(b) the date on which the Facility Agent executes the Transfer Certificate, and,

in relation to an assignment, the date on which such assignment takes effect.

“UK Non-Bank Lender” means where a Lender becomes a Party after the date of this Agreement, a Lender which gives a Tax Confirmation in the Transfer Certificate or Increase Confirmation which it executes on becoming a Party.

“UK Qualifying Lender” means a Lender which is beneficially entitled to interest payable to that Lender in respect of an Advance under a Financing Document and is:

(a) a Lender:

(i) which is a bank (as defined for the purpose of section 879 of the ITA) making an Advance under a Financing Document; or

(ii) in respect of an Advance made under a Financing Document by a person that was a bank (as defined for the purpose of section 879 of the ITA) at the time that Advance was made, and which is within the charge to United Kingdom corporation tax as respects any payments of interest made in respect of that Advance;

(b) a Lender which is:

(i) a company resident in the United Kingdom for United Kingdom tax purposes;

(ii) a partnership each member of which is:

(A) a company so resident in the United Kingdom; or

(B) a company not so resident in the United Kingdom which carries on a trade in the United Kingdom through a permanent establishment and

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which brings into account in computing its chargeable profits (within the meaning of section 19 of the CTA) the whole of any share of interest payable in respect of that advance that falls to it by reason of Part 17 of the CTA; or

(iii) a company not so resident in the United Kingdom which carries on a trade in the United Kingdom through a permanent establishment and which brings into account interest payable in respect of that advance in computing the chargeable profits (within the meaning of section 19 of the CTA) of that company; or

(c) a UK Treaty Lender.

“UK Treaty Lender” means a Lender which:

(a) is treated as a resident of a UK Treaty State for the purposes of a relevant UK Treaty;

(b) does not carry on a business in the United Kingdom through a permanent establishment with which that Lender’s participation in the Advance is effectively connected; and

(c) fulfils any other conditions which must be fulfilled under the relevant UK Treaty for residents of that UK Treaty State to obtain full exemption from UK tax on interest, except for this purpose it shall be assumed that any necessary procedural formalities are satisfied.

“UK Treaty State” means a jurisdiction having a double taxation agreement (a “UK Treaty”) with the United Kingdom which makes provision for full exemption from tax imposed by the United Kingdom on interest.

“United States Person” means a United States person for U.S. federal income tax purposes.

“Unpaid Sum” means any sum due and payable but unpaid by an Obligor under the Financing Documents.

“U.S.” means the United States of America.

“U.S. Borrower”, “U.S. Subsidiary” and “U.S. Obligor” mean a Borrower, Subsidiary or Obligor, as the case may be, incorporated or organised under the laws of any State in the United States of America.

“U.S. Dollars” and “$” mean the lawful currency of the United States of America.

“U.S. Tax Obligor” means:

(a) a Borrower which is resident for tax purposes in the U.S.; or

(b) an Obligor some or all of whose payments under the Financing Documents are from sources within the U.S. for U.S. federal income tax purposes.

“Utilisation” means a utilisation of the Facilities.

“VAT” means:

(a) any tax imposed in compliance with the Council Directive of 28 November 2006 on the common system of value added tax (EC Directive 2006/112); and

(b) any other tax of a similar nature, whether imposed in a member state of the European Union in substitution for, or levied in addition to, such tax referred to in paragraph (a) above, or imposed elsewhere.

“Write-down and Conversion Powers” means:

(a) in relation to any Bail-In Legislation described in the EU Bail-In Legislation Schedule from time to time, the powers described as such in relation to that Bail-In Legislation in the EU Bail-In Legislation Schedule; and

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(b) in relation to any other applicable Bail-In Legislation:

(i) any powers under that Bail-In Legislation to cancel, transfer or dilute shares issued by a person that is a bank or investment firm or other financial institution or affiliate of a bank, investment firm or other financial institution, to cancel, reduce, modify or change the form of a liability of such a person or any contract or instrument under which that liability arises, to convert all or part of that liability into shares, securities or obligations of that person or another person, to provide that any such contract or instrument is to be have effect as if a right had been exercised under it or to suspend any obligation in respect of that liability or any of the powers under that Bail-In Legislation that are related to or ancillary to any of those powers; and

(ii) any similar or analogous powers under that Bail-In Legislation.

1.2 Financial Definitions

In this Agreement the following expressions have the following meanings:

“Borrowings” means:

(a) moneys borrowed or raised (including, without limitation, amounts advanced under any accounts receivable facility entered into on or after the date of this Agreement (other than in respect of any receivables to the extent that they are sold on a non-recourse basis);

(b) any liability under any bond, bill discounting facility, debenture, note or other similar debt security or under acceptance credit or note purchase facilities, letter of credit, subordinated debt or any amount raised pursuant to an issue of shares which are expressed to be redeemable (in cash or in instruments which would themselves constitute Borrowings) on or prior to the Final Maturity Date;

(c) any liability in respect of the acquisition cost of assets or services to the extent payable more than 120 days before or after the time of acquisition or possession thereof by the party liable but excluding any bona fide performance related cash consideration payable under Employee Incentive Plans or for an acquisition calculated by reference to future profits in accordance with the current practice of the Parent and its Subsidiaries as at the date of this Agreement;

(d) the capital element of rentals payable under finance leases (required to be disclosed in accordance with IFRS) entered into primarily as a method of raising finance or financing the acquisition cost of the asset in question; and

(e) any guarantee or other assurance against financial loss in respect of any indebtedness of the type specified in paragraphs (a) to (d) of this definition (including any obligation to counter-indemnify any person in respect of the provision of any such guarantee (but only to the extent that Borrowings supported thereby are outstanding)), but:

(i) indebtedness owing or shares issued by one member of the Group to another member of the Group shall not be taken into account as Borrowings;

(ii) interest (other than interest which is capitalised and which itself bears interest), acceptance commission and finance charges shall be excluded;

(iii) Trade Debt and Back to Back Loans shall be excluded; and

(iv) no indebtedness shall be taken into account more than once (so that, for example, a guarantee shall be excluded to the extent that the indebtedness guaranteed thereby is taken into account).

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“Cash” means, at any time, cash in hand or at bank or cash equivalent instruments to which members of the Group are alone beneficially entitled and for so long as (a) there is no security over that cash or cash equivalent instrument and (b) such cash or such cash equivalent instrument is freely available to be applied in repayment or prepayment of the Facilities;

“Consolidated EBITDA” means in respect of any Financial Period the Relevant Operating Profit of the Group for such Financial Period:

(a) before deducting all depreciation and other amortisation and write-downs, including but not limited to goodwill amortisation and brand write-downs;

(b) before taking into account any Exceptional Items (whether positive or negative);

(c) after deducting any gain over, and adding back any losses under, book value (including related goodwill) arising on the sale, lease or other disposal of any asset (other than on the sale of trading stock) during such period and any gain or loss arising on revaluation of any asset during such period, in each case to the extent that it would otherwise be taken into account, whether as an Exceptional Item or otherwise;

(d) excluding the charge to profit represented by the expensing of stock options; and

(e) taking no account of unrealised gains/losses on financial instruments; and for the purposes of the foregoing no item shall be effectively deducted or credited more than once in this calculation, all as determined on a consolidated basis by reference to the most recent financial statements and certificates delivered pursuant to Clause 13.6 (Compliance certificates);

“Consolidated Total Net Debt” means at any time the aggregate amount of all obligations of the Group for or in respect of Borrowings but deducting the aggregate amount of freely available Cash held by any member of the Group at such time, and so that no amount shall be included or excluded more than once;

“Exceptional Items” means any material items of an unusual or non-recurring nature which represent gains or losses including, without limitation, those arising on:

(a) the restructuring of the activities of an entity and reversals of any provisions for the cost of restructuring;

(b) disposals, revaluations or impairment of non-current assets; and

(c) disposals of assets associated with discontinued operations;

“Financial Period” shall refer to each period of 12 months ending on 30th June and 31st December in each year;

“Interest Cover Ratio” for any Financial Period in respect of the Group means the ratio of (a) Consolidated EBITDA to (b) Interest Expense less Interest Receivable;

“Interest Expense” means, in respect of any Financial Period, (a) the amount of interest (or equivalent consideration) accrued (on a consolidated basis) for or by way of interest or equivalent consideration on the Advances and other Borrowings of the Group as a whole including any interest or similar consideration paid or accrued or discounts given in respect of the sale or financing of Group accounts receivables and the amount of payments made under interest rate swap and cap agreements and similar interest rate hedging arrangements made by the Group as a whole (but excluding commitment fees, management fees, banking arrangement fees, actuarial gains and losses, agent’s administration and participation fees (including those payable hereunder)) determined in accordance with IFRS, consistently applied less (b) the amount of payments from counterparties under interest rate swap and cap agreements and similar interest rate hedging arrangements receivable or received by the Group in respect of that period;

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“Interest Receivable” means, in respect of any Financial Period, interest income accrued during that period on financial deposits and similar assets of the Group on a consolidated basis;

“Relevant Operating Profit” means, in respect of any Financial Period, the consolidated operating profits of the Group, as disclosed in or derived from the published or announced financial results of the Group; and

“Trade Debt” means:

(a) obligations of any member of the Group to pay the purchase price of assets or services purchased by any member of the Group in the ordinary course of business including, without limitation, indebtedness incurred by any member of the Group in respect of any documentary letter of credit, bill of exchange or promissory note issued in respect of any such purchase;

(b) indebtedness incurred by any member of the Group in respect of any bill of exchange or promissory note drawn on or by, or accepted, issued or endorsed by, any member of the Group in the ordinary course of business, including, without limitation, indebtedness in respect of any moneys raised by way of sale, discounting or otherwise in respect of any such bill or note; and

(c) indebtedness incurred by any member of the Group in respect of any guarantee, indemnity, counter-indemnity or other assurance against financial loss or indebtedness of the type specified in paragraph (a) or (b) above, except to the extent that any indebtedness falling within paragraphs (a) to (c) above is treated as borrowings under IFRS, consistently applied.

1.3 Construction

1.3.1 Except where the context otherwise requires, any reference in this Agreement to:

(a) any of the Financing Documents (including this Agreement) or any other agreement or instrument is to such Financing Document or other agreement or instrument as it may be altered, amended, restated, supplemented, extended or novated from time to time;

(b) the “Facility Agent”, the “Swingline Agent”, any “Finance Party”, any “Lender”, any “Obligor” or any “Party” shall be construed so as to include its successors in title, permitted assigns and permitted transferees to, or of, its rights and/or obligations under the Financing Documents;

(c) an “agreement” also includes a concession, contract, deed, franchise, licence, treaty or undertaking (in each case, whether oral or written);

(d) the “assets” of any person shall be construed as a reference to the whole or any part of its business, undertaking, property, assets and revenues (including any right to receive revenues);

(e) a “group of Lenders” includes all the Lenders;

(f) “indebtedness” includes any obligation (whether incurred as principal or as surety) for the payment or repayment of money, whether present or future, actual or contingent;

(g) a “person” includes any individual, firm, company, corporation, government, state or agency of a state or any association, trust, partnership or other entity (whether or not having separate legal personality) of two or more of the foregoing;

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(h) a “month” is to a calendar month;

(i) “subsidiary” has the meaning ascribed thereto by section 1159 of the Companies Act 2006 as amended, modified, replaced or re-enacted from time to time;

(j) words and expressions (including defined words and expressions) importing the singular include the plural and vice versa, those importing the masculine gender include the feminine and vice versa, and references to persons include references to companies and corporations and vice versa;

(k) a “regulation” includes any regulation, rule, official directive, request or guideline (whether or not having the force of law but, if not having the force of law, being of a type with which any person to whom it applies is accustomed to comply) of any governmental, intergovernmental or supranational body, agency, department or of any regulatory, self-regulatory or other authority or organisation;

(l) a provision of law is a reference to that provision as amended or re-enacted; and

(m) a time of day is (unless this Agreement specifically states otherwise) a reference to London time.

1.3.2 The determination of the extent to which a rate is “for a period equal in length” to an Interest Period shall disregard any inconsistency arising from the last day of that Interest Period being determined pursuant to the terms of this Agreement.

1.3.3 Headings, sub-headings and the table of contents are for ease of reference only.

1.3.4

(a) Unless expressly provided to the contrary in a Financing Document, nothing in the Contracts (Rights of Third Parties) Act 1999 (the “Third Parties Act”) confers or purports to confer on any third party any benefit or any right to enforce any term of this Agreement.

(b) Subject to sub-clause 26.4.3 but otherwise notwithstanding any term of any Financing Document, the consent of any person who is not a Party is not required to rescind or vary this Agreement at any time.

1.3.5 A Potential Event of Default or an Event of Default is “continuing” if it has not been remedied or waived.

2. AMOUNT AND PURPOSE OF THE FACILITIES

2.1 The Facilities

Subject to the terms and conditions of this Agreement, the Lenders make available to the Borrowers a U.S. Dollar denominated multicurrency revolving credit facility in a maximum aggregate amount at the date of the Agreement of $2,500,000,000 pursuant to which:

(a) the Revolving Facility Lenders shall, when requested by a Borrower, make cash advances in U.S. Dollars or in Alternative Currencies to that Borrower on a revolving basis during the Availability Period; and

(b) the Swingline Lenders shall, when requested by a Borrower, make to that Borrower Swingline Advances in U.S. Dollars in a maximum aggregate amount at the date of the Agreement of $1,200,000,000 (as a sub-limit of the Revolving Facility) on a revolving basis during the Availability Period.

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2.2 Increase

2.2.1 The Parent may by giving prior notice to the Facility Agent by no later than the date falling 25 Business Days after the effective date of a cancellation of:

(a) the Available Commitments of a Defaulting Lender in accordance with Clause 11.5 (Cancellation of Defaulting Lender); or

(b) the Commitments of a Lender in accordance with Clause 14.1 (Illegality), request that the Revolving Facility Total Commitments be increased (and the Revolving Facility Total Commitments shall be so increased) in an aggregate amount in U.S. Dollars of up to the amount of the Available Commitments or Commitments so cancelled as follows:

(i) the increased Commitments will be assumed by one or more Lenders or other banks, financial institutions, trusts, funds or other entities (each an “Increase Lender”) selected by the Parent (each of which shall not be a member of the Group and which is further acceptable to the Facility Agent (acting reasonably)) and each of which confirms in writing its willingness to assume and does assume all the obligations of a Lender corresponding to that part of the increased Commitments which it is to assume, as if it had been a Lender on the date of this Agreement in respect of those Commitments;

(ii) each of the Obligors and any Increase Lender shall assume obligations towards one another and/or acquire rights against one another as the Obligors and the Increase Lender would have assumed and/or acquired had the Increase Lender been a Lender on the date of this Agreement in respect of that part of the increased Commitments which it is to assume;

(iii) each Increase Lender shall become a Party as a “Lender” and any Increase Lender and each of the other Finance Parties shall assume obligations towards one another and acquire rights against one another as that Increase Lender and those Finance Parties would have assumed and/or acquired had the Increase Lender been a Lender on the date of this Agreement in respect of that part of the increased Commitments which it is to assume;

(iv) the Commitments of the other Lenders shall continue in full force and effect; and

(v) any increase in the Revolving Facility Total Commitments shall take effect on the date specified by the Parent in the notice referred to above or any later date on which the conditions set out in sub-clause 2.2.2 below are satisfied.

2.2.2 An increase in the Revolving Facility Total Commitments will only be effective on:

(a) the execution by the Facility Agent of an Increase Confirmation from the relevant Increase Lender (which the Facility Agent shall, subject to paragraph (b) below, as soon as reasonably practicable after receipt by it of a duly completed Increase Confirmation appearing on its face to comply with the terms of this Agreement and delivered in accordance with the terms of this Agreement); and

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(b) in relation to an Increase Lender which is not a Lender immediately prior to the relevant increase, the performance by the Facility Agent of all necessary “know your customer” or other similar checks under all applicable laws and regulations in relation to the assumption of the increased Commitments by that Increase Lender, the completion of which the Facility Agent shall promptly notify to the Parent and the Increase Lender.

2.2.3 Each Increase Lender, by executing the Increase Confirmation, confirms (for the avoidance of doubt) that the Facility Agent has authority to execute on its behalf any amendment or waiver that has been approved by or on behalf of the requisite Lender or Lenders in accordance with this Agreement on or prior to the date on which the increase becomes effective in accordance with this Agreement and that it is bound by that decision to the same extent as it would have been had it been a Lender as at the date of this Agreement.

2.2.4 Neither the Facility Agent nor any Lender shall have any obligations to find an Increase Lender and in no event shall any Lender whose Commitment is replaced by an Increase Lender be required to pay or surrender any of the fees received by such Lender pursuant to the Financing Documents.

2.2.5 Unless the Facility Agent otherwise agrees or the increased Commitment is assumed by an existing Lender, the Increase Lender shall, on the date upon which the increase takes effect, pay to the Facility Agent (for its own account) a fee of $1,500 and the Parent shall promptly on demand pay the Facility Agent the amount of all costs and expenses (including legal fees) reasonably incurred by it in connection with any increase in Commitments under this Clause 2.2 (Increase).

2.2.6 Clause 23.5 (Limitation of responsibility of Existing Lenders) shall apply mutatis mutandis in this Clause 2.2 (Increase) in relation to an Increase Lender as if references in that Clause to:

(a) an “Existing Lender” were references to all the Lenders immediately prior to the relevant increase;

(b) the “New Lender” were references to that “Increase Lender”; and

(c) a “re-transfer” and “re-assignment” were references to respectively a “transfer” and “assignment”.

2.3 Extension Option

2.3.1 The Parent may by notice to the Facility Agent (the Initial Extension Request) not more than 60 days and not less than 30 days before the first anniversary of the date of this Agreement, request that the Final Maturity Date be extended for a further period of one year.

2.3.2 The Parent may by notice to the Facility Agent (the Second Extension Request) no more than 60 days and not less than 30 days before the second anniversary of the date of this Agreement, request that the Final Maturity Date:

(a) with respect to Lenders who have agreed to the Initial Extension Request, be extended for a further period of one year; and/or

(b) if no Initial Extension Request has been made, or with respect to Lenders who refused the Initial Extension Request:

(i) be extended for a period of one year; or

(ii) be extended for a period of two years, as selected by the Parent in the notice to the Facility Agent.

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2.3.3 The Facility Agent must promptly notify the Lenders of any Initial Extension Request or Second Extension Request (an Extension Request).

2.3.4 Each Lender may, in its sole discretion, agree to any Extension Request. Each Lender that agrees to an Extension Request by the date falling 15 days before the relevant anniversary of the date of this Agreement will extend its Commitments for a further period of one year or two years, as set out in the relevant Extension Request (and as applicable to such Lender), from the then current Final Maturity Date applicable to such Lender and the Final Maturity Date with respect to the Commitments of that Lender will be extended accordingly.

2.3.5 If any Lender fails to reply to an Extension Request on or before the date falling 15 days before the relevant anniversary of the date of this Agreement, it will be deemed to have refused that Extension Request and its Commitments will not be extended.

2.3.6 Subject to sub-clause 2.3.8 below, each Extension Request is irrevocable.

2.3.7 If one or more (but not all) of the Lenders agree to an Extension Request, then the Facility Agent must notify the Parent and the Lenders which have agreed to the extension, identifying in that notification which Lenders have not agreed to the Extension Request.

2.3.8 The Parent may, on the basis that one or more of the Lenders have not agreed to the Extension Request and no later than the date falling 5 days before the relevant anniversary of the date of this Agreement withdraw the request by notice to the Facility Agent which will promptly notify the Lenders.

2.4 Extension Fee

2.4.1 The Parent must pay to the Facility Agent for each Lender which agrees to an Extension Request an extension fee in the amount and at the times agreed between the Parent and each Lender which agrees to that Extension Request in a Fee Letter.

2.4.2 Each extension fee is payable on the date that the Final Maturity Date is extended.

2.4.3 An extension fee is payable in respect of each period of one year that a Lender agrees to extend its Final Maturity Date and therefore where a Lender agrees to extend its Commitments for a further period of two years pursuant to sub-clause 2.3.4, two extension fees shall be payable.

2.5 Purpose

The Facilities shall be used:

2.5.1 to repay the Existing Facility; and

2.5.2 for general corporate purposes.

2.6 Monitoring

No Finance Party is bound to monitor or verify the application of any amount borrowed pursuant to this Agreement.

3. SYNDICATE AND BORROWERS AND GUARANTORS

3.1 Participation in Revolving Facility Advances

Subject to the provisions of this Agreement, including Clause 10.2 (Repayment of Revolving Facility Advances), each Revolving Facility Lender shall participate in any Revolving Facility Advance in the proportion which its Revolving Facility Commitment bears to the Revolving Facility Total Commitments up to an aggregate principal Dollar Amount outstanding at any time not exceeding its Revolving Facility Commitment.

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3.2 Obligations Several

3.2.1 The rights and obligations of each Finance Party under the Financing Documents are several. Failure of a Finance Party to perform its obligations under the Financing Documents shall neither:

(a) result in any other Finance Party incurring any liability whatsoever; nor

(b) relieve any Borrower, any Guarantor or any other Finance Party from their respective obligations under the Financing Documents.

3.2.2 The aggregate of the amounts due to each Finance Party under the Financing Documents at any time is a separate and independent debt and, save as otherwise provided in this Agreement and in particular subject to the provisions of Clause 16 (Default), each Finance Party shall have the right to protect and enforce its rights under the Financing Documents and it shall not be necessary (except as otherwise provided in the Financing Documents) for any other Finance Party to be joined as an additional party in any proceedings to this end. The rights of each Finance Party include any debt owing to that Finance Party under the Financing Documents and, for the avoidance of doubt, any part of an Advance or any other amount owed by an Obligor which relates to a Finance Party’s participation in a Facility or its role under a Financing Document (including any such amount payable to the Facility Agent on its behalf) is a debt owing to the Finance Party by that Obligor.

3.3 Rights of Borrowers

No part of any Facility is reserved for any individual Borrower.

3.4 Liability of Borrowers

The obligations of each Borrower hereunder are separate and distinct and notwithstanding anything hereinafter contained no Borrower shall be liable for the obligations of any other Borrower hereunder or for the obligations of the Obligors’ Agent hereunder save that (a) this Clause 3.4 (Liability of Borrowers) shall not affect the obligations of any Guarantor and (b) the obligations of the Borrowers pursuant to Clauses 17 (Indemnity) and 21 (Fees and Expenses) shall be joint and several.

3.5 Obligors’ Agent

Each Obligor irrevocably authorises and instructs the Obligors’ Agent separately to give and receive as agent on its behalf all notices and to take such other action (including, without limitation, the giving of consents, the signing of certificates or the acceptance of any proposal) as may be necessary or desirable under or in connection with the Financing Documents and confirms that it will be bound by any action taken by the Obligors’ Agent under or in connection with the Financing Documents.

3.6 Actions of Obligors’ Agent

The respective liabilities of each of the Obligors under the Financing Documents shall not be in any way affected by (a) any irregularity in any act done by or any failure to act by the Obligors’ Agent or (b) the Obligors’ Agent acting in any respect outside any authority conferred upon it by any Borrower or any Guarantor or (c) the failure by or inability of the Obligors’ Agent to inform any Obligor of receipt by it of any notification hereunder or under any of the other Financing Documents.

3.7 Accession of Additional Obligors

3.7.1 The Obligors’ Agent may from time to time deliver to the Facility Agent an Accession Notice in the form of Schedule 4 (Form of Accession Notice) duly completed and executed by the Obligors’ Agent and a proposed additional Borrower or, as the case may be, additional Guarantor (which must be a member of the Group if acceding as an additional Guarantor hereunder or wholly owned Subsidiary if acceding as an additional Borrower hereunder).

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3.7.2 Upon, but not before, the Facility Agent (acting on the instructions of all the Lenders) approving the accession (which approval is only required for a proposed additional Borrower) and notifying the Lenders of receipt of the Accession Notice and the documents specified in Clause 4.2 (Conditions for Additional and Substitute Obligors) in form and substance satisfactory to the Facility Agent (acting reasonably), the proposed additional Borrower or additional Guarantor shall become an additional Borrower or, as the case may be, an additional Guarantor.

3.7.3 Other than to the extent that the Majority Lenders notify the Facility Agent in writing to the contrary before the Facility Agent gives the notification described in sub-clause 3.7.2 above, the Lenders authorise the Facility Agent to give that notification. The Facility Agent shall not be liable for any damages, costs or losses whatsoever as a result of giving any such notification.

3.8 Removal of Borrowers

Provided that:

3.8.1 no Event of Default or Potential Event of Default is continuing or would result from such discharge (and the Parent has confirmed this is the case); and

3.8.2 such Borrower is under no actual or contingent obligations as a Borrower under any Financing Document, any Borrower (other than the Parent) may at the request of the Obligors’ Agent cease to be a Borrower hereunder by delivering to the Facility Agent a Resignation Letter which shall discharge the obligations of such Borrower hereunder.

3.9 Substitution of Borrowers

Any Borrower (the “Existing Borrower”) may be released from its obligations under this Agreement in relation to the Facilities provided that another Eligible Company (the “Substitute Borrower”) assumes the obligations in respect thereof of the Existing Borrower and provided further that:

3.9.1 any such substitution shall take effect on and from the later of the day upon which the Facility Agent notifies the Obligors’ Agent in writing that it is satisfied with the compliance with the matters set out in sub-clauses 3.9.3 and 3.9.4 below of this Clause 3.9 (Substitution of Borrowers) and the date for substitution specified in the relevant Notice of Proposed Substitution;

3.9.2 a Notice of Proposed Substitution, substantially in the form of Schedule 5 (Notice of Proposed Substitution) has been delivered by the Obligors’ Agent to the Facility Agent not less than 14 days prior to the proposed substitution;

3.9.3 the Substitute Borrower enters into a Novation Agreement with the Existing Borrower, the Obligors’ Agent and the Facility Agent on behalf of the Lenders in the form of Schedule 6 (Form of Novation Agreement) together with such amendments as the Facility Agent may reasonably require; and

3.9.4 the documents referred to in Clause 4.2 (Conditions for Additional and Substitute Obligors) shall have been provided to the Facility Agent.

Other than to the extent that the Majority Lenders notify the Facility Agent in writing to the contrary before the Facility Agent gives the notification described in sub-clause 3.9.1 above, the Lenders authorise the Facility Agent to give that notification. The Facility Agent shall not be liable for any damages, costs or losses whatsoever as a result of giving any such notification.

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3.10 Legal/Regulatory Restrictions

If at any time any Lender is prohibited either by law or pursuant to any requirement of any central bank or other fiscal, monetary or other authority from making Advances to a Borrower organised under the laws of a particular jurisdiction which shall have been approved as an additional Borrower or a Substitute Borrower (as defined in Clause 3.9 (Substitution of Borrowers)) in accordance with Clause 3.7 (Accession of Additional Obligors) or Clause 3.9 (Substitution of Borrowers) or from having any rights or obligations under this Agreement in respect of Advances to such a Borrower, such Lender shall notify the Facility Agent and the Obligors’ Agent prior to the date on which such Borrower accedes to this Agreement, and such Lender will not be obliged to make Advances to such Borrower.

3.11 Contractual recognition of bail-in

Notwithstanding any other term of any Financing Document or any other agreement, arrangement or understanding between the Parties, each Party acknowledges and accepts that any liability of any Party to any other Party under or in connection with the Financing Documents may be subject to Bail-In Action by the relevant Resolution Authority and acknowledges and accepts to be bound by the effect of:

3.11.1 any Bail-In Action in relation to any such liability, including (without limitation):

(a) a reduction, in full or in part, in the principal amount, or outstanding amount due (including any accrued but unpaid interest) in respect of any such liability;

(b) a conversion of all, or part of, any such liability into shares or other instruments of ownership that may be issued to, or conferred on, it; and

(c) a cancellation of any such liability; and

3.11.2 a variation of any term of any Financing Document to the extent necessary to give effect to any Bail-In Action in relation to any such liability.

4. CONDITIONS PRECEDENT

4.1 Conditions to the Facilities

No Borrower may deliver a Request unless the Facility Agent has received the following in each case in form and content satisfactory to it (acting reasonably):

4.1.1 a certificate in respect of each Obligor signed by an officer or secretary, as the case may be, of the Obligor substantially in the form set out in Schedule 3 (Certificate) and the documents therein referred to;

4.1.2 a certificate of the secretary of the Parent confirming that utilisation in full of the Facilities in accordance with its terms would not cause any borrowing and/or guarantee limit on any Obligor to be exceeded;

4.1.3 a copy of a good standing certificate with respect to each U.S. Obligor issued as of a recent date by Secretary of State or other appropriate official of each U.S. Obligor’s jurisdiction of incorporation or organisation;

4.1.4 a copy of an irrevocable notice of prepayment and cancellation of the Existing Facility together with evidence that the Existing Facility has been or will be prepaid in full and irrevocably cancelled on or before the date on which the first Advance is made under this Agreement;

4.1.5 a copy of the Original Financial Statements and, if required to be produced by the relevant statutory authority, the latest audited financial statements for each Borrower;

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4.1.6 evidence that WPP Group U.S. Finance LLC has accepted its appointment as agent for service of process in New York in accordance with sub-clause 26.14.2 of Clause 26.14 (Submission to jurisdiction);

4.1.7 an opinion of Ogier, Jersey counsel to the Lenders, substantially in the form distributed to the Lenders prior to the date of this Agreement;

4.1.8 an opinion of Clifford Chance LLP, English Counsel to the Lenders, substantially in the form distributed to the Lenders prior to the date of this Agreement; and

4.1.9 an opinion of Allen & Overy LLP, U.S. counsel to WPP CP LLC, substantially in the form distributed to the Lenders prior to the date of this Agreement;

4.1.10 evidence that the fees, costs and expenses then due from the Obligors pursuant to Clause 9 (Interest and Fees) and Clause 21 (Fees and Expenses) have been paid or will be paid by the first Drawing Date; and

4.1.11 the Group Structure Chart.

The Facility Agent shall notify the Parent and the Lenders promptly upon being so satisfied. Other than to the extent that the Majority Lenders notify the Facility Agent in writing to the contrary before the Facility Agent gives the notification, the Lenders authorise the Facility Agent to give that notification. The Facility Agent shall not be liable for any damages, costs or losses whatsoever as a result of giving any such notification.

4.2 Conditions for Additional and Substitute Obligors

A proposed additional or substitute Obligor shall deliver to the Facility Agent the following documents in each case in form and content satisfactory to the Facility Agent (acting reasonably):

4.2.1 a certificate signed by the secretary of the Borrower or, as the case may be, the Guarantor substantially in the form set out in Schedule 3 (Certificate) and the documents therein referred to;

4.2.2 a certificate of a director of the Obligors’ Agent confirming that utilisation in full of the Facilities or, as the case may be, guaranteeing the Facilities in accordance with their terms would not cause any borrowing limit on any Borrower or guaranteeing limit on any Guarantor, as appropriate, to be exceeded;

4.2.3 a certificate of a director of the Obligors’ Agent confirming that such Obligor is not prohibited by any applicable financial assistance restriction from entering into the Financing Documents or that all necessary action has been taken to enable such Obligor to enter into the Financing Documents and perform its obligations therein;

4.2.4 a copy of a good standing certificate with respect to each U.S. Obligor issued as of a recent date by Secretary of State or other appropriate official of each U.S. Obligor’s jurisdiction of incorporation or organisation; and

4.2.5 an opinion of an independent firm of lawyers in the country of incorporation of the Borrower or, as the case may be, the Guarantor.

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4.3 Conditions to each Utilisation of the Revolving Facility

Each Utilisation, in whatever form, of the Revolving Facility (other than any Utilisation which, taken together with any repayment on the date of such Utilisation of amounts outstanding under the Revolving Facility in the same currency, will not result in any increase in the amount outstanding thereunder (a “roll-over utilisation”)) is subject to the further conditions precedent that both on the date of the relevant Request and on the relevant Drawing Date or date of Utilisation:

4.3.1 no Event of Default or Potential Event of Default has occurred and is continuing or would occur as a result of making the Revolving Facility Advance available or permitting the Utilisation; and

4.3.2 each of the representations and warranties deemed to be repeated in Clause 12 (Representations and Warranties) remains accurate in all material respects as if given on the Drawing Date or the date of the relevant Utilisation by reference to the facts and circumstances then existing.

Each roll-over utilisation is subject to the further condition precedent that both on the date of the relevant Request and on the date of such roll-over utilisation no Event of Default has occurred or is continuing or would occur as a result of making the Revolving Facility Advance available or permitting the Utilisation.

5. UTILISATION OF THE REVOLVING FACILITY

5.1 Revolving Facility Advances

Subject to the terms of this Agreement, any Borrower may on Business Days during the Availability Period draw an Advance under the Revolving Facility (save for the Swingline Facility) by the Obligors’ Agent delivering to the Facility Agent no later than noon on the third Business Day prior to the proposed Drawing Date for a Revolving Facility Advance in U.S. Dollars or in an Alternative Currency (other than sterling), and no later than noon on the Business Day prior to the proposed Drawing Date for a Revolving Facility Advance to be in sterling, a duly completed Request in the form set out in Part I of Schedule 2 (Requests), specifying in respect of the proposed Revolving Facility Advance:

5.1.1 the Borrower;

5.1.2 the proposed Drawing Date, which shall be a Business Day falling on or prior to the Final Drawing Date;

5.1.3 the currency of the Revolving Facility Advance (each Request shall request one currency only) which must be U.S. Dollars or an Alternative Currency;

5.1.4 the amount of the Revolving Facility Advance which shall be a Dollar Amount of not less than $25,000,000 (or its equivalent in Alternative Currencies), or such other multiple in the currency concerned as the Facility Agent and the Obligors’ Agent may agree and which shall not in any event at the time immediately preceding the Revolving Facility Advance exceed the Revolving Facility Total Commitments less the Total Outstandings; and

5.1.5 the Interest Period which may be for a period of seven days or one, two, three or six months or such other period as has been agreed by the Obligors’ Agent with, in respect of periods not exceeding twelve months, the Facility Agent (acting on the instructions of Lenders in relation to the relevant Revolving Facility Advance whose Revolving Facility Commitments represent more than 66²⁄₃ per cent. in aggregate of the Revolving Facility Total Commitments) and in respect of periods of twelve months or more, the Facility Agent (acting on the instructions of all the Lenders in relation to the relevant Revolving Facility Advance).

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5.2 Irrevocability

A Request shall be irrevocable and, subject to the terms of this Agreement, the Borrower named therein shall draw the Revolving Facility Advance on the Drawing Date specified in the Request.

5.3 Notice to Lenders

When the Facility Agent actually receives a Request pursuant to Clause 5.1 (Revolving Facility Advances) it shall promptly on the date of receipt notify each of the Lenders of the amount of the proposed Advance and the proposed Drawing Date, the amount of its participation in that Advance and, if different, the amount of that participation to be made available in cash and that Lender shall, subject to the provisions of this Agreement, make available to the Facility Agent on the Drawing Date its participation in that Advance, in each case in accordance with Clause 3.1 (Participation in Revolving Facility Advances).

5.4 Number of Revolving Facility Advances

No more than 15 Revolving Facility Advances may be outstanding at any one time.

6. UTILISATION - SWINGLINE ADVANCES

6.1 General

6.1.1 In this Clause 6 (Utilisation – Swingline Advances) and Clause 7 (Swingline Advances):

(a) “Available Swingline Commitment” of a Swingline Lender means (but without limiting Clause 6.5 (Relationship with the Revolving Facility) that Lender’s Swingline Commitment minus:

(i) the Dollar Amount of its participation in any outstanding Swingline Advances; and

(ii) in relation to any proposed Utilisation under the Swingline Facility, the Dollar Amount of its participation in any Swingline Advances that are due to be made under the Swingline Facility on or before the proposed Drawing Date, other than that Lender’s participation in any Swingline Advances that are due to be repaid or prepaid on or before the proposed Drawing Date;

(b) “Available Swingline Facility” means the aggregate for the time being of each Swingline Lender’s Available Swingline Commitment;

(c) “Federal Funds Rate” means, in relation to any day, the rate per annum equal to:

(i) the rate on overnight federal funds transactions calculated by the Federal Reserve Bank of New York as the federal funds effective rate, as published for that day (or, if that day is not a New York Business Day, for the immediately preceding New York Business Day) by the Federal Reserve Bank of New York; or

(ii) if a rate is not so published for any day which is a New York Business Day, the average of the quotations for that day on overnight federal funds transactions received by the Swingline Agent from three depository institutions of recognised standing selected by the Swingline Agent, and, if any such rate is below zero, the Federal Funds Rate will be deemed to be zero;

(d) “New York Business Day” means a day (other than a Saturday or Sunday) on which banks are open for general business in New York City; and

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(e) “Overall Revolving Commitment” of a Lender means:

(i) its Revolving Facility Commitment; and

(ii) in the case of a Swingline Lender which does not have a Revolving Facility Commitment, the Revolving Facility Commitment of a Lender which is its Affiliate.

6.1.2 Any reference in this Agreement to:

(a) an “Interest Period” includes each period determined under this Agreement by reference to which interest on a Swingline Advance is calculated; and

(b) a “Lender” includes a Swingline Lender unless the context otherwise requires.

6.1.3

(a) Clauses 4.3 (Conditions to each Utilisation of the Revolving Facility);

(b) Clause 5 (Utilisation of the Revolving Facility);

(c) Clause 8 (Alternative Currencies);

(d) Clause 9 (Interest and Fees) as it applies to the calculation of interest on an Advance but not default interest on an overdue amount; and

(e) Clause 14.5 (Market Disruption), do not apply to Swingline Advances.

6.2 Delivery of a Request for Swingline Advances

6.2.1 A Borrower may utilise the Swingline Facility by delivery to the Swingline Agent of a duly completed Request in the form of Part II of Schedule 2 (Requests) not later than 11.00 a.m. (New York time) on the proposed Drawing Date.

6.2.2 Each Request for a Swingline Advance must be sent to the Swingline Agent to the address in the U.S. notified by the Swingline Agent for this purpose with a copy to its address referred to in Clause 26.7 (Notices).

6.3 Completion of a Request for Swingline Advances

6.3.1 Each Request for a Swingline Advance is irrevocable and will not be regarded as having been duly completed unless:

(a) it identifies the Borrower;

(b) it specifies that it is for a Swingline Advance;

(c) the proposed Drawing Date is a New York Business Day within the Availability Period;

(d) the Swingline Advance is denominated in U.S. Dollars;

(e) the amount of the proposed Swingline Advance is an amount whose Dollar Amount is not more than the Available Swingline Facility and is a minimum of $25,000,000 or, if less, the Available Swingline Facility; and

(f) the proposed Interest Period:

(i) does not overrun the Final Maturity Date; and

(ii) is a period of not more than five New York Business Days; and

(iii) ends on a New York Business Day.

6.3.2 Only one Swingline Advance may be requested in each Request.

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6.4 Swingline Lenders’ participation

6.4.1 If the conditions set out in this Agreement have been met, each Swingline Lender shall make its participation in each Swingline Advance available through its Facility Office in the U.S.

6.4.2 The Swingline Lenders will only be obliged to comply with sub-clause 6.4.1 above if on the date of the Request and on the proposed Drawing Date:

(a) no Event of Default or Potential Event of Default is continuing or would result from the proposed Utilisation; and

(b) the representations deemed to be repeated by each Obligor in accordance with Clause 12 (Representations and Warranties) are true in all material respects.

6.4.3 The amount of each Swingline Lender’s participation in each Swingline Advance will be equal to the proportion borne by its Available Swingline Commitment to the Available Swingline Facility immediately prior to making the Swingline Advance, adjusted to take account of any limit applying under Clause 6.5 (Relationship with the Revolving Facility).

6.4.4 The Swingline Agent shall notify each Swingline Lender of the amount of each Swingline Advance and its participation in that Swingline Advance no later than 12.00 p.m. (New York time).

6.5 Relationship with the Revolving Facility

6.5.1 This sub-clause 6.5.1 applies when a Swingline Advance is outstanding or is to be borrowed.

6.5.2 The Revolving Facility may be used by way of Swingline Advances. The Swingline Facility is not independent of the Revolving Facility.

6.5.3 Notwithstanding any other term of this Agreement a Lender is only obliged to participate in a Revolving Facility Advance or a Swingline Advance to the extent that it would not result in the Dollar Amount of its participation and that of a Lender which is its Affiliate in all Revolving Facility Advances and all Swingline Advances exceeding its Overall Revolving Commitment.

6.5.4 Where, but for the operation of sub-clause 6.5.3 above, the Dollar Amount of a Lender’s participation and that of a Lender which is its Affiliate in all Revolving Facility Advances and all Swingline Advances would have exceeded its Overall Revolving Commitment, the excess will be apportioned among the other Lenders participating in the relevant Advance pro rata according to their relevant Commitments. This calculation will be applied as often as necessary until the Advance is apportioned among the relevant Lenders in a manner consistent with sub-clause 6.5.3 above.

7. SWINGLINE ADVANCES

7.1 Swingline

Subject to the terms of this Agreement, the Swingline Lenders make available to the Borrowers a U.S. Dollar swingline loan facility in an aggregate amount equal to the Total Swingline Commitments.

7.2 Purpose

Each Borrower shall apply all amounts borrowed by it under the Swingline Facility for general corporate purposes. A Swingline Advance may not be applied in repayment or prepayment of another Swingline Advance.

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7.3 Repayment

7.3.1 Each Borrower that has drawn a Swingline Advance shall repay that Swingline Advance on the last day of its Interest Period.

7.3.2 The Swingline Agent shall give notice to the Facility Agent if any Swingline Advance is not repaid in full on its due date. At such time the Facility Agent shall set a date (the “Loss Sharing Date”) on which payments shall be made between the Lenders to re-distribute the Unpaid Amount between them (if requested to do so in writing by any affected Swingline Lender). The Swingline Agent shall provide such notification to the Facility Agent as is necessary to allow the Facility Agent to give at least 3 Business Days’ notice to each affected Lender of the Loss Sharing Date and notify it of the amounts to be paid or received by it.

7.3.3 On the Loss Sharing Date each Lender must pay to the Swingline Agent its Proportion of the Unpaid Amount minus its (or its Affiliate’s) Unpaid Swingline Participation (if any). If this produces a negative figure for a Lender no amount need to be paid by that Lender.

The “Proportion” of a Lender means the proportion borne by:

(a) its Revolving Facility Commitment (or, if the Revolving Facility Commitments are then zero, its Revolving Facility Commitment immediately prior to their reduction to zero) minus the Dollar Amount of its participation (or that of a Lender which is its Affiliate) in any outstanding Advances and Swingline Advances (but ignoring its (or its Affiliate’s) participation in the unpaid Swingline Advance): to

(b) the Revolving Facility Total Commitments (or, if the Revolving Facility Total Commitments are then zero, the aggregate amount of the Revolving Facility Total Commitments immediately prior to their reduction to zero) minus the Dollar Amount of any outstanding Advances (but ignoring the unpaid Swingline Advance).

The “Unpaid Amount” means, in relation to a Swingline Advance, any principal not repaid and/or any interest accrued but unpaid on that Swingline Advance calculated from the Drawing Date to the Loss Sharing Date.

The “Unpaid Swingline Participation” of a Lender means that part of the Unpaid Amount (if any) owed to that Lender (or its Affiliate) (before any redistribution under this Clause 7.3 (Repayment)).

7.3.4 Out of the funds received by the Swingline Agent pursuant to sub-clause 7.3.3 the Swingline Agent shall pay to each Swingline Lender an amount equal to its Unpaid Swingline Participation minus its (or its Affiliate’s) Proportion of the Unpaid Amount (such amount, if any, being the “Shortfall” of such Swingline Lender).

7.3.5 If the amount actually received by the Swingline Agent from the Lenders is insufficient to pay the full amount of the Shortfall of all Swingline Lenders then the amount actually received will be distributed amongst the Swingline Lenders pro rata to the Shortfall of each Swingline Lender.

7.3.6

(a) On a payment under this Clause 7.3 (Repayment), the paying Lender will be subrogated to the rights of the Swingline Lenders which have shared in the payment received.

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(b) If and to the extent a paying Lender is not able to rely on its rights under paragraph (a) above, the Borrower which did not repay the relevant Swingline Advance shall be liable to the paying Lender for a debt equal to the amount the paying Lender has paid under this Clause 7.3 (Repayment).

(c) Any payment under this Clause 7.3 (Repayment) does not reduce the obligations in aggregate of any Obligor.

For the avoidance of doubt, no Lender shall be obliged to exceed its Revolving Facility Commitment as a result of making any payment under this Clause 7.3 (Repayment).

7.4 Voluntary Prepayment of Swingline Advances

7.4.1 The Borrower to which a Swingline Advance has been made may prepay at any time the whole of that Swingline Advance.

7.4.2 Unless a contrary indication appears in this Agreement, any part of the Swingline Facility which is repaid or prepaid may be reborrowed in accordance with the terms of this Agreement.

7.5 Interest

7.5.1 The rate of interest on each Swingline Advance for any day during its Interest Period is the higher of:

(a) the prime commercial lending rate in U.S. Dollars announced by the Swingline Agent at 12 noon (New York time) and in force on that day; and

(b) 0.50% per annum over the rate per annum determined by the Swingline Agent to be the Federal Funds Rate for that day.

7.5.2 The Swingline Agent shall promptly notify the Swingline Lenders and the relevant Borrower of the determination of the rate of interest under sub-clause 7.5.1 above.

7.5.3 If any day during an Interest Period is not a New York Business Day, the rate of interest on a Swingline Advance on that day will be the rate applicable to the immediately preceding New York Business Day.

7.5.4 Each Borrower shall pay accrued interest on each Swingline Advance made to it on the last day of its Interest Period.

7.6 Interest Period

7.6.1 Each Swingline Advance has one Interest Period only.

7.6.2 The Interest Period for a Swingline Advance must be selected in the relevant Request.

7.7 Conditions of assignment or transfer

Notwithstanding any other term of this Agreement, each Lender shall ensure that at all times its Overall Revolving Commitment is not less than:

7.7.1 its Swingline Commitment; or

7.7.2 if it does not have a Swingline Commitment, the Swingline Commitment of a Lender which is its Affiliate.

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8. ALTERNATIVE CURRENCIES

8.1 Alternative Currencies

8.1.1 If before 5.30 p.m. on the Business Day before the Rate Fixing Day relative to a Revolving Facility Advance which it is proposed be denominated in an Alternative Currency (other than sterling), the Facility Agent receives notice from a Lender that:

(a) it is impracticable for that Lender to fund its participation in the Revolving Facility Advance in the proposed Alternative Currency in the ordinary course of business in the Relevant Market; or

(b) the central bank or other governmental authorisation in the country of the proposed Alternative Currency is required to permit its use by the Lender (through the office through which it participates in the Revolving Facility) for lending under this Agreement and the authorisation has not been obtained or is not in full force and effect; or

(c) the use of the proposed Alternative Currency is restricted or prohibited by any request, directive, regulation or guideline of any governmental body, agency, department or regulatory or other authority (whether or not having the force of law) in accordance with which the Lender is accustomed to act, the Facility Agent shall give notice to the Obligors’ Agent to that effect before 5.30 p.m. on the Rate Fixing Day.

8.1.2 If the Facility Agent delivers notice under sub-clause 8.1.1 of this Clause 8.1 (Alternative Currencies):

(a) the Lender’s participation in the Revolving Facility Advance shall be denominated in U.S. Dollars; and

(b) the relevant Borrower shall indemnify each Lender against any loss and expense which such Lender may have reasonably incurred as a consequence of the operation of this Clause 8.1 (Alternative Currencies).

8.2 Notification

The Facility Agent shall promptly notify the Obligors’ Agent and the Lenders of the Agent’s Spot Rate of Exchange and relevant Dollar Amount, as the case may be, of the Revolving Facility Advance at the same time as it notifies the Lenders of the details of any Request.

8.3 Availability of Alternative Currencies

If the Obligors’ Agent delivers to the Facility Agent a Request specifying that a Borrower wishes a Revolving Facility Advance to be denominated in an Alternative Currency and to give effect to such request would cause the Loan to be denominated in more than four Alternative Currencies, then the Facility Agent will promptly notify the Obligors’ Agent and the Lenders shall not be obliged to make any such Advance.

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9. INTEREST AND FEES

9.1 Margin, Commitment and Utilisation Fees

9.1.1 Subject to sub-clause 9.1.2 below, the initial Margin as at the date of this Agreement shall be 0.40 per cent. per annum and thereafter the Margin shall be determined in accordance with the following table to be the percentage rate per annum set out in Column 2 below opposite the Credit Rating specified in Column 1 below:

Column 1 Credit Rating	Column 2 Margin
A-/A3 or higher	0.25 per cent. per annum
BBB+/Baa1	0.30 per cent. per annum
BBB/Baa2	0.40 per cent. per annum
BBB-/Baa3	0.50 per cent. per annum
BB+/Ba1 or lower	0.80 per cent. per annum

If a different Credit Rating is assigned by Moody’s and S&P, the applicable Margin shall be determined by averaging the relevant Margin for the Credit Rating given by each of Moody’s and S&P as determined in accordance with the table above.

9.1.2 The Margin shall be the highest rate set out in the table in sub-clause 9.1.1 above in respect of any period when:

(i) an Event of Default has occurred and is continuing; or

(ii) there is no Credit Rating assigned by either Moody’s or S&P.

9.1.3 The Parent shall notify the Facility Agent of any change in, or withdrawal of, the Credit Rating promptly upon becoming aware of the same. Any change in the Margin as a result of a change in, or withdrawal of, the Credit Rating or as a result of the occurrence of an Event of Default shall take effect on the date falling two Business Days after the earlier of the Facility Agent receiving such notification from the Parent or otherwise becoming aware of the same, in the case of a change in or withdrawal of the Credit Rating as a result of any public announcement by Moody’s or S&P.

9.1.4 The Parent shall pay a utilisation fee (the “Utilisation Fee”) of:

(a) 0.075 per cent. per annum on the Dollar Amount of the Total Outstandings for any day on which the Dollar Amount of the Total Outstandings exceed zero but are less than or equal to 33% of the aggregate amount of the Revolving Facility Total Commitments;

(b) 0.15 per cent. per annum on the Dollar Amount of the Total Outstandings for any day on which the Dollar Amount of the Total Outstandings exceed 33% of the Revolving Facility Total Commitments but are less than or equal to 66% of the aggregate amount of the Revolving Facility Total Commitments; and

(c) 0.30 per cent. per annum on the Dollar Amount of the Total Outstandings for any day on which the Dollar Amount of the Total Outstandings exceed 66% of the Revolving Facility Total Commitments.

Such fee shall be payable on the day which is 3 months after the date of this Agreement and on each day falling at 3 monthly intervals thereafter (the “Payment Dates”) and shall be payable in respect of each day on which such an excess occurs during the 3 month period preceding each Payment Date.

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9.1.5 The amount of the relevant Utilisation Fee shall be notified to the Borrowers by the Facility Agent and following such notification shall be paid to the Facility Agent for the account of the Lenders pro rata to the proportion which their respective Revolving Facility Commitment bears to the Revolving Facility Total Commitments.

9.1.6 Subject to sub-clause 9.1.9 below, the Borrowers shall pay a commitment fee of 35 per cent. of the applicable Margin on the unused and uncancelled amount of the Revolving Facility from and including the date of this Agreement to and including the last day of the Availability Period and shall be payable by the Borrowers in U.S. Dollars.

9.1.7 The commitment fee shall be paid to the Facility Agent for the account of the Lenders pro rata to the proportion which their respective Revolving Facility Commitment bears to the Revolving Facility Total Commitments.

9.1.8 The commitment fee shall be paid on the day which falls three months after the date of this Agreement and on each date falling at three monthly intervals thereafter and on the Final Drawing Date (or any earlier date on which the Revolving Facility Commitments of the Lenders are permanently reduced to zero).

9.1.9 No commitment fee is payable to the Facility Agent (for the account of a Lender) on any Available Commitment under the Revolving Facility of that Lender for any day on which that Lender is a Defaulting Lender.

9.2 Interest Periods for Revolving Facility Advances

9.2.1 Each Revolving Facility Advance has one Interest Period only. The Interest Period for each Revolving Facility Advance shall commence on the date of that Advance.

9.2.2 An Interest Period which would otherwise end on a day which is not a Business Day shall end on the next succeeding Business Day save that an Interest Period which commences on the last Business Day in a calendar month shall, if there is no corresponding day in the calendar month in which it is to end, end on the last Business Day in that calendar month.

9.2.3 No Advance shall have an Interest Period ending after the Final Maturity Date.

9.2.4 The Obligors’ Agent and the Facility Agent may enter into such other arrangements as they may agree for the consolidation or splitting of Revolving Facility Advances and Interest Periods.

9.3 Rate of Interest for Revolving Facility

The rate of interest payable on an Advance under the Revolving Facility for each Interest Period shall be the rate per annum determined by the Facility Agent to be the aggregate of:

9.3.1 the applicable Margin; and

9.3.2 LIBOR or, in the case of an Advance in euros, EURIBOR

9.4 Payment of Interest on Revolving Facility Advances and payment of fees

Interest and fees accruing under a Financing Document shall be calculated on the basis of actual days elapsed (not counting within an Interest Period the last day of that Interest Period) and a year of 360 days (or in the case of sterling, Hong Kong Dollars, Canadian Dollars and Singapore Dollars, 365 days or such other period applied generally in the relevant market to such calculations for the relevant currency). Interest shall be paid on each Advance by the relevant Borrower to the Facility Agent for the account of the Lenders under the relevant Facility in arrears on the Interest Payment Date in the currency applicable to that Advance.

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9.5 Facility Agent’s Certificate

In respect of any Advance the Facility Agent shall notify the Obligors’ Agent and the Lenders under the relevant Facility of the rate of interest as soon as it is determined under this Agreement. The certificate of the Facility Agent as to a rate of interest shall, in the absence of manifest error, be conclusive.

9.6 New Reference Bank

In respect of any Advance if any Reference Bank ceases to be a Lender (or, if a Reference Bank is not a Lender, the Lender of which it is an Affiliate ceases to be a Lender):

9.6.1 it shall cease to be a Reference Bank; and

9.6.2 the Facility Agent shall, with the approval of both the relevant Lender (or Affiliate of a Lender) and the Obligors’ Agent (the approval of the Obligors’ Agent not to be unreasonably withheld), nominate as soon as reasonably practicable another Lender (or Affiliate of a Lender) to be a Reference Bank in place of such Reference Bank.

10. REDUCTION OF FACILITIES AND REPAYMENT

10.1 Reduction

The undrawn portion of the Revolving Facility Total Commitments shall be cancelled on the Final Drawing Date.

10.2 Repayment of Revolving Facility Advances

10.2.1 The relevant Borrower shall on the last day of the Interest Period relating to each Advance made to it repay that Advance to the Facility Agent for the account of the Lenders under the relevant Facility in accordance with Clause 15.1 (By Obligors). Any Advance repaid pursuant to this sub-clause 10.2.1 shall be available to be redrawn during the Availability Period in accordance with the terms of this Agreement. All Advances outstanding on the Final Maturity Date shall be repaid on that date and the Facilities shall be cancelled on that date.

10.2.2 Without prejudice to each Borrower’s obligation under sub-clause 10.2.1 above, if one or more Advances are to be made available to a Borrower:

(a) on the same day that a maturing Advance is due to be repaid by that Borrower under the relevant Facility;

(b) in the same currency as the maturing Advance (unless it arose as a result of the operation of Clause 8.1 (Alternative Currencies)); and

(c) in whole or in part for the purpose of refinancing the maturing Advance; the aggregate amount of the new Advances shall be treated as if applied in or towards repayment of the maturing Advance so that:

(i) if the amount of the maturing Advance exceeds the aggregate amount of the new Advances:

(A) the relevant Borrower will only be required to pay an amount in cash in the relevant currency equal to that excess; and

(B) each Lender’s participation (if any) in the new Advances shall be treated as having been made available and applied by the Borrower in or towards repayment of that Lender’s participation (if any) in the maturing Advance and that Lender will not be required to make its participation in the new Advances available in cash; and

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(ii) if the amount of the maturing Advance is equal to or less than the aggregate amount of the new Advances:

(A) the relevant Borrower will not be required to make any payment in cash; and

(B) each Lender will be required to make its participation in the new Advances available in cash only to the extent that its participation (if any) in the new Advances exceeds that Lender’s participation (if any) in the maturing Advance and the remainder of that Lender’s participation in the new Advances shall be treated as having been made available and applied by the Borrower in or towards repayment of that Lender’s participation in the maturing Advance.

11. PREPAYMENT AND CANCELLATION

11.1 Voluntary Prepayment

11.1.1 Any Borrower may, without premium, prepay an Advance made to it in whole or in part (but, if in part, in an aggregate minimum amount of $25,000,000 and an integral multiple of $5,000,000, or such other minimum amount and multiple in the currency concerned as the Facility Agent and Obligors’ Agent may agree), provided that the Obligors’ Agent has given the Facility Agent not less than ten days’ prior notice stating the principal amount of the Advance to be prepaid.

11.1.2 Any prepayment under this Clause 11.1 (Voluntary Prepayment) shall be made together with accrued interest and all other amounts due under this Agreement (including, without limitation, such amounts as may be due under Clauses 14.2 (Increased Costs) and 15.5 (Withholdings)) in respect of that prepayment and, subject to any Break Costs, without premium or penalty.

11.2 Mandatory Prepayment

If any person or group of persons acting in concert (as defined in the Code) acquires control (as defined in Section 450 of the CTA 2010) of the Parent:

11.2.1 the Parent shall promptly notify the Facility Agent upon becoming aware of that event; and

11.2.2 if the Majority Lenders so require, the Facility Agent shall (and in circumstances where such acquisition of control takes place with the consent, and on the recommendation, of the Board of Directors of the Parent, by not less than 30 days’ notice to the Parent) cancel the Facilities and declare all outstanding Advances together with accrued interest, and all other amounts accrued under the Financing Documents immediately due and payable whereupon the Facilities will be cancelled and all such outstanding Advances and amounts will become immediately due and payable.

11.3 Cancellation of Facilities

11.3.1 The Obligors’ Agent may, without premium, cancel the undrawn part of the Facilities (in respect of which no Request has been served), in whole or in part (being in a minimum amount of $25,000,000 and an integral multiple of $5,000,000) at any time provided that it has given the Facility Agent not less than ten days’ prior written notice stating the principal amount to be cancelled. During such ten day period no Borrower may draw or utilise all or any part of the amount the subject of such notice of cancellation. Any cancellation in part shall be applied against the relevant Commitment of each relevant Lender pro rata.

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11.3.2 The Obligors’ Agent may not make a cancellation pursuant to sub-clause 11.3.1 above to the extent that that cancellation would result in a Lender (or its Affiliate) failing to meet the requirement in Clause 7.7 (Conditions of assignment or transfer).

11.4 Prepayment of certain Lenders

11.4.1 Without prejudice to the rights of the Borrowers under Clause 14.10 (Mitigation), if any Borrower becomes or will on or before the last day of the Interest Period relating to an Advance made to it become obliged to pay to any Lender additional amounts pursuant to Clause 14.2 (Increased Costs), or any amounts pursuant to Clause 14.5 (Market Disruption), sub-clause 15.5.2 of Clause 15.5 (Withholdings), or Clause 15.10 (Tax indemnity); and:

(a) the Obligors’ Agent gives the Facility Agent and the relevant Lender not less than 10 days’ prior notice of the date of prepayment, the Borrowers may on the date of prepayment specified in that notice prepay all (but not part only) of that Lender’s participation in all Advances outstanding; or

(b) the Obligor’s Agent gives the Facility Agent and the relevant Lender notice of its intention to replace that Lender in accordance with sub-clause 11.4.4 below, the Parent may replace that Lender in accordance with sub-clause 11.4.4 below.

11.4.2 Any prepayment under this Clause 11.4 (Prepayment of certain Lenders) shall be made together with accrued interest and all other amounts due to the relevant Lender under this Agreement (including, without limitation, such amounts as may be due under Clause 14.2 (Increased Costs) and Clause 15.5 (Withholdings)) and, subject to any Break Costs, without premium or penalty.

11.4.3 If a Lender’s participation in all Advances is prepaid under this Clause 11.4 (Prepayment of certain Lenders), that Lender’s Commitment shall thereupon be cancelled.

11.4.4 The Parent may, in the circumstances set out in sub-clause 11.4.1 above, on ten Business Days’ prior notice to the Facility Agent and that Lender, replace that Lender by requiring that Lender to (and, to the extent permitted by law, that Lender shall) transfer pursuant to Clause 23 (Benefit of Agreement) all (and not part only) of its rights and obligations under this Agreement to a Lender or other bank, financial institution, trust, fund or other entity selected by the Parent which confirms in writing its willingness to assume and does assume all the obligations of the transferring Lender (including the assumption of the transferring Lender’s participations on the same basis as the transferring Lender) in accordance with Clause 23 (Benefit of Agreement) for a purchase price in cash payable at the time of the transfer in an amount equal to the outstanding principal amount of such Lender’s participation in the outstanding Advances and all accrued interest (to the extent that the Facility Agent has not given a notification under Clause 23.8 (Pro rata interest settlement), Break Costs and other amounts payable in relation thereto under the Financing Documents.

11.4.5 The replacement of a Lender pursuant to sub-clause 11.4.4 above shall be subject to the following conditions:

(a) the Parent shall have no right to replace the Facility Agent;

(b) neither the Facility Agent nor any Lender shall have any obligation to find a replacement Lender;

(c) in no event shall the Lender replaced under sub-clause 11.4.4 above be required to pay or surrender any of the fees received by such Lender pursuant to the Financing Documents; and

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(d) the transfer must not result in that Lender (or its Affiliate) failing to meet the requirements set out in Clause 7.7 (Conditions of assignment or transfer).

11.5 Cancellation of Defaulting Lender

11.5.1 If any Lender becomes a Defaulting Lender, the Parent may, at any time whilst the Lender continues to be a Defaulting Lender, give the Facility Agent ten Business Days’ notice of cancellation of each Available Commitment of that Lender.

11.5.2 On the notice referred to in sub-clause 11.5.1 above becoming effective, each Available Commitment of the Defaulting Lender shall, other than as set out in sub-clause 11.5.4 below, immediately be reduced to zero.

11.5.3 The Facility Agent shall as soon as practicable after receipt of a notice referred to in sub-clause 11.5.1 above, notify all the Lenders.

11.5.4 That Lender’s Available Commitment under the Revolving Facility shall immediately be reduced to the lowest amount possible which does not result in that Lender (or its Affiliate) failing to meet the requirement set out in Clause 7.7 (Conditions of assignment or transfer).

11.6 Irrevocability

Any notice under Clause 11.1 (Voluntary Prepayment), Clause 11.3 (Cancellation of Facilities) or Clause 11.4 (Prepayment of certain Lenders) shall be irrevocable. The amount of any prepayment shall become due and payable on the applicable date. No amount cancelled under Clause 11.2 (Mandatory Prepayment), Clause 11.3 (Cancellation of Facilities) or Clause 11.4 (Prepayment of certain Lenders) may subsequently be reinstated.

11.7 Currency

Repayment and prepayment shall each be made in the currency or currencies in which the amounts repaid or prepaid (as appropriate) are denominated on the day the repayment or prepayment (as appropriate) is due to be made.

11.8 Redrawing

11.8.1 Subject to sub-clause 11.8.2 below, no amount which is prepaid under this Agreement may be redrawn.

11.8.2 Any Advance prepaid under sub-clause 11.1.1 of Clause 11.1 (Voluntary Prepayment) shall be available to be redrawn during the Availability Period in accordance with the terms of this Agreement.

11.8.3 If all or part of any Lender’s participation in an Advance under a Facility is prepaid and is not available for redrawing (other than by operation of Clause 4.3 (Conditions to each Utilisation of the Revolving Facility)), an amount of that Lender’s Commitment (equal to the Dollar Amount of the amount of the participation which is prepaid) in respect of that Facility will be deemed to be cancelled on the date of prepayment.

11.8.4 Any prepayments of an Advance pursuant to Clause 11.1 (Voluntary Prepayment) or Clause 11.2 (Mandatory Prepayment) shall be applied pro rata to each Lender’s participation in that Advance.

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12. REPRESENTATIONS AND WARRANTIES

12.1 On Signing

Each Obligor acknowledges that each Finance Party has entered into the Financing Documents in full reliance on representations by each Obligor in the following terms and each Obligor warrants to each of them in respect of itself, and the Parent warrants to each of them in respect of itself and of each other Obligor that as of the date of this Agreement:

12.1.1 Status: it is duly incorporated with limited liability and validly existing and, in the case of a U.S. Borrower in good standing, under the laws of its place of incorporation;

12.1.2 Powers and authorisations: the documents which contain or establish its constitution include provisions which give power, and all necessary corporate authority has been obtained and action taken, for it to own its assets, carry on its business and operations as they are now being conducted, and sign and deliver, and perform the transactions contemplated in, the Financing Documents to which it is a party and the Financing Documents to which it is a party constitute valid and binding obligations of it enforceable in accordance with their terms subject to general equitable principles, insolvency, liquidation and other laws affecting creditors’ rights generally;

12.1.3 Non-Violation: neither the signing and delivery of the Financing Documents to which it is a party nor the performance of any of the transactions contemplated in any of them does or will contravene or constitute a default under, or cause to be exceeded any limitation on it or the powers of its directors imposed by or contained in, (a) any law by which it or any of its assets is bound or affected, (b) any document which contains or establishes its constitution, or (c) any agreement to which it is a party or by which any of its assets is bound which has had or would be reasonably likely to have, in any such case, a material adverse effect on its ability to observe and perform its obligations under the Financing Documents;

12.1.4 Consents: no authorisation, approval, consent, licence, exemption, registration, recording, filing or notarisation and no payment of any duty or Tax and no other action whatsoever which has not been duly and unconditionally obtained, made or taken is necessary or desirable to ensure the validity or enforceability of the liabilities and obligations of it or the rights of the Finance Parties under the Financing Documents;

12.1.5 Deduction of Tax: it is not required under the law of its jurisdiction of incorporation (or, if different, the law of the jurisdiction in which that Obligor is resident for tax purposes) to make any Tax Deduction from any payment it may make under any Financing Document provided that, with respect to any Tax imposed on a Borrowing by any Borrower which is a U.S. Borrower by the United States of America, this sub-clause 12.1.5 shall not apply unless the Lender complies with the requirements of sub-clause 15.6.1 of Clause 15.6 (U.S. taxes);

12.1.6 No filing or stamp taxes: under the law of its jurisdiction of incorporation it is not necessary that the Financing Documents be filed, recorded or enrolled with any court or other authority in that jurisdiction or that any stamp, registration or similar tax be paid on or in relation to the Financing Documents or the transactions contemplated by the Financing Documents;

12.1.7 No misleading information:

(a) any factual information generated and provided by any Obligor to the Lenders in relation to this Agreement on or prior to the date of this Agreement was true and accurate in all material respects as at the date it was provided or as at the date (if any) at which it is stated; and

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(b) no information has been withheld that results in any information provided to the Lenders in relation to this Agreement on or prior to the date of this Agreement being untrue or misleading in any material respect;

12.1.8 No Default:

(a) no Event of Default has occurred which is continuing under this Agreement; and

(b) no event has occurred which constitutes a contravention of, or default in any material respect under, any agreement or instrument (other than the Financing Documents) by which it or any of its assets is bound or affected, being a contravention or default which has had or would be reasonably likely either to have a material adverse effect on the business, assets or consolidated financial condition of the Group as a whole or materially and adversely affects the ability of the Obligors as a whole to observe or perform their obligations under the Financing Documents;

12.1.9 Litigation: no:

(a) litigation, arbitration, administrative proceeding or claim in which there is a reasonable possibility of an adverse decision is presently in progress or pending or, to the knowledge of any Obligor, threatened against any member of the Group or any of their assets; or

(b) judgment or order of a court, arbitral body or agency has been issued, which has had or would be reasonably likely by itself or together with any other such proceedings, claims, judgments or orders either (a) to have a material adverse effect on the business, assets or consolidated financial condition of the Group as a whole or (b) materially and adversely to affect the ability of the Obligors as a whole to observe or perform their obligations under any Financing Documents or (c) to impair the validity or enforceability of this Agreement or any other Financing Document;

12.1.10 Accounts: the Original Financial Statements fairly present the results of the operations of the Group for that year and the state of the affairs of the Group at that date; since that date there has been no material adverse change in the consolidated financial condition of the Group as shown in such statements;

12.1.11 Anti-Terrorism and Sanctions Laws:

(a) to the best of the Obligors’ knowledge, no Obligor nor any Affiliate thereof: (i) is a Restricted Party; or (ii) is in breach of or is the subject of any action or investigation under any Anti-Terrorism Law and Sanctions Law applicable to such Obligor or such Affiliate;

(b) each Obligor and, to the best of the Obligors’ knowledge, each Affiliate thereof has taken reasonable measures to ensure compliance with the Anti-Terrorism Law and Sanctions Law applicable to such Obligor or such Affiliate; and

(c) it is acknowledged and agreed that this representation and warranty is only sought and given to the extent that to do so would not result in any violation of, conflict with or liability under:

(i) Regulation (EC) 2271/96 (or any law or regulation implementing such Regulation in any member state of the European Union or the United Kingdom); or

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(ii) Section 7 Foreign Trade and Payments Rules (AWV) (Außenwirtschaftsverordnung) (in connection with Section 4 paragraph 1 a no. 3 German Foreign Trade and Payments Act (AWG) (Außenwirtschaftsgesetz).

12.1.12 Investment Company Act: none of the Obligors or their respective subsidiaries is an “investment company” or otherwise subject to regulation under the United States Investment Company Act of 1940, as amended (the “U.S. 1940 Act”);

12.1.13 Federal Reserve Regulations

(a) No Obligor is engaged or will engage, principally or as one of its important activities, in the business of purchasing or carrying Margin Stock or extending credit for the purpose of purchasing or carrying Margin Stock; and

(b) None of the proceeds of the Advances or other extensions of credit under this Agreement will be used, directly or indirectly, for the purpose of buying or carrying any Margin Stock, for the purpose of reducing or retiring any indebtedness that was originally incurred to buy or carry any Margin Stock or for any other purpose which might cause all or any Advances or other extensions of credit under this Agreement to be considered a “purpose credit” within the meaning of Regulation U or Regulation X; and

12.1.14 Anti-Corruption: each member of the Group has conducted its business in compliance with applicable Anti-Corruption Laws and has instituted and maintained policies and procedures designed to promote and achieve compliance by that member of the Group with such laws.

12.2 After Signing

Each Obligor shall be deemed to represent and warrant in respect of itself, and the Parent shall be deemed to represent and warrant in respect of itself and each other Obligor, to each Finance Party on the date of each Request, every Drawing Date and on every other date upon which any utilisation of the Facilities is made available, with reference to the facts and circumstances then subsisting, that each of the representations and warranties contained in sub-clauses 12.1.1 (Status), 12.1.2 (Powers and authorisations), 12.1.3 (Non-Violation), 12.1.8 (No Default), 12.1.11 (Anti-Terrorism and Sanctions Laws) and 12.1.12 (Investment Company Act) of Clause 12.1 (On Signing) remains correct.

13. UNDERTAKINGS

13.1 Duration

The undertakings in this Clause 13 (Undertakings) shall remain in force for so long as any amount is or may be outstanding under the Financing Documents or any Commitment is in force.

13.2 Information

The Obligors will furnish or procure to be furnished to the Facility Agent, in sufficient copies for each of the Lenders:

13.2.1 as soon as practicable (and in any event within 180 days after the close of each of the Parent’s financial years) the audited consolidated accounts of the Group for that year;

13.2.2 as soon as practicable (and in any event within 90 days of the end of each half year of the Parent’s financial year) the published unaudited interim consolidated accounts of the Group;

13.2.3 promptly, all notices, other documents or information despatched by the Parent to its shareholders generally (or any class thereof) or its creditors generally (or any class thereof);

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13.2.4 promptly, such further information in the possession or control of any of the Obligors or of any of their respective Material Subsidiaries regarding the financial condition or operations of any of the Obligors or any of their respective Material Subsidiaries, as the Facility Agent may reasonably request; and

13.2.5 details of:

(a) any litigation, arbitration or administrative proceedings, as soon as the same are instituted, or, to the knowledge of any Obligor, are threatened, which, if adversely determined; and

(b) any judgment or order of a court, arbitral body or agency which, would be reasonably likely to have a material adverse effect on the business, assets or consolidated financial condition of the Group as a whole or materially and adversely to affect the ability of any Obligor to observe or perform its obligations under the Financing Documents and which affect any Obligor or the Group as a whole.

13.3 Requirements as to financial statements

13.3.1 All accounts and statements required under Clause 13.2 (Information) above shall be certified as fairly representing the state of affairs of the Group and of the profit and cash flows of the Group and in the case of unaudited accounts and statements shall be prepared in a manner which is consistent with the audited consolidated accounts of the Group except to comply with changes in accounting practice or as noted therein.

13.3.2 The Parent shall procure that each set of financial statements of the Parent delivered pursuant to Clause 13.2 (Information) is prepared using the Applicable Accounting Principles and financial reference periods consistent with those applied in the Original Financial Statements unless, in relation to any set of financial statements, it notifies the Facility Agent that there has been a material change to IFRS, the accounting practices or reference periods and its auditors deliver to the Facility Agent:

(a) a description of any change necessary for those financial statements to reflect the Applicable Accounting Principles and reference periods upon which the Original Financial Statements were based; and

(b) sufficient information, in form and substance as may be reasonably required by the Facility Agent, to enable the Lenders to determine whether Clause 13.4 (Financial Ratios) has been complied with and to make an accurate comparison between the financial position indicated in those financial statements and that which would have been indicated had they been prepared using the Applicable Accounting Principles and reference periods consistent with those applied in the Original Financial Statements provided that any such comparative information shall only be required to be delivered if necessary to determine compliance with the financial ratios and the Material Subsidiary test hereunder.

Any reference in this Agreement to those financial statements shall be construed as a reference to those financial statements as adjusted to reflect the basis upon which the Original Financial Statements were prepared.

13.3.3 If the Parent notifies the Facility Agent of a change in accordance with sub-clause 13.3.2 above then the Parent and the Facility Agent (acting on the instructions of the Majority Lenders) shall enter into negotiations in good faith with a view to agreeing:

(a) whether or not the change might result in any material alteration in the commercial effect of any of the terms of this Agreement; and

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(b) if so, any amendments to this Agreement which may be necessary to ensure that the change does not result in any material alteration in the commercial effect of those terms, and if any amendments are agreed they shall take effect and be binding on each of the Parties in accordance with their terms.

13.4 Financial Ratios

13.4.1 The Parent undertakes that it will procure that the Interest Cover Ratio for each Financial Period will equal or exceed 5.0 to 1.

13.4.2 The Parent undertakes that it will procure that the financial condition of the Group shall be such that the ratio of Consolidated Total Net Debt on the last day of each Financial Period to Consolidated EBITDA for that Financial Period shall not exceed 3.5 to 1.

For the avoidance of doubt, all calculations for the purpose of this Clause 13.4 (Financial Ratios) shall be made on a basis consistent with Applicable Accounting Principles.

13.5 Notification of Default

The Obligors’ Agent and each Obligor will notify the Facility Agent in writing of any Event of Default or Potential Event of Default forthwith upon becoming aware thereof.

13.6 Compliance certificates

The Parent will no later than the time of the delivery of the accounts specified in sub-clauses 13.2.1 and 13.2.2 of Clause 13.2 (Information) (and, in relation to a certificate dealing with the matters referred to in sub-clause 13.6.1 of this Clause 13.6 (Compliance certificates), also promptly at the request of the Facility Agent from time to time) furnish the Facility Agent with:

13.6.1 a certificate signed by any two of the company secretary of the Parent, the Director of Group Treasury (or equivalent from time to time) and the executive directors of the Parent certifying on behalf of the Parent without personal liability that no Event of Default or Potential Event of Default has occurred and is continuing or, if the same has occurred, specifying the Event of Default or Potential Event of Default and the steps being taken to remedy the same; and

13.6.2 a certificate (a “Ratio Certificate”) signed by either of the Group Finance Director and the Chief Executive of the Parent certifying without personal liability, as at the end of the period to which the relevant accounts relate, compliance with the covenants in Clause 13.4 (Financial Ratios) or, if such covenants have not been met, specifying the same and, in each case, setting out in reasonable detail the relevant computations.

13.7 Consents

Each Obligor will use its best endeavours to obtain and promptly renew from time to time, and will promptly furnish certified copies to the Facility Agent of, all such authorisations, approvals, consents, licences and exemptions as may be required under any applicable law or regulation to enable it to perform its obligations under the Financing Documents or required for the validity or enforceability of the Financing Documents and each Obligor shall comply with the terms of the same.

13.8 Compliance with laws

Each Obligor shall comply in all respects with all laws to which it may be subject, if failure so to comply would materially impair its ability to perform its obligations under the Financing Documents.

13.9 Pari passu ranking

Each Obligor undertakes that, subject as set out herein, its obligations under the Financing Documents do and will rank at least pari passu with all its other present and future unsecured and unsubordinated obligations other than obligations in respect of national, provincial and local taxes and employees’ remuneration and taxes and for certain other statutory exceptions.

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13.10 Negative pledge

The Parent undertakes that no Obligor will create, suffer or permit to subsist (and will procure that none of its Subsidiaries will create, suffer or permit to subsist) any Security Interest on the whole or any part of its respective present or future assets except for the following:

13.10.1 Security Interests created with the prior written consent of the Majority Lenders;

13.10.2 Security Interests arising by operation of law in the ordinary course of business including, without limitation, statutory liens and encumbrances;

13.10.3 any Security Interest over the assets and/or revenues of a company which became or becomes a Subsidiary of any Obligor after the date of this Agreement and which Security Interest is in existence or contracted to be given as at the date it becomes a Subsidiary (and which was not created in contemplation of it becoming a Subsidiary) provided that the principal amount of any borrowing which may be so secured shall not be increased beyond the amount outstanding or committed at the date it becomes a Subsidiary but shall be reduced in accordance with its terms and provided further that in the case of a fluctuating amount for banking type accommodation the foregoing shall not prevent fluctuation within the overall limit that existed at that date and provided that the amount secured under any such Security Interest shall not be increased beyond the amount secured at the date the company becomes a Subsidiary;

13.10.4 those Security Interests existing at the date of this Agreement over the assets and/or revenues of a Subsidiary (whether or not it is an Obligor), provided that the principal amount of any borrowing which may be so secured shall not be increased beyond the amount outstanding or committed at the date of this Agreement but shall be reduced in accordance with its terms and provided further that in the case of a fluctuating amount for banking type accommodation the foregoing shall not prevent fluctuation within the overall limit that existed at the date of this Agreement;

13.10.5 Security Interests securing the performance of bids, tenders, bonds, leases, contracts (other than in respect of Borrowings), statutory obligations, surety, customs and appeal bonds and other obligations of like nature (but not including obligations in respect of Borrowings) incurred in the ordinary course of business provided that the aggregate amount secured under such Security Interests shall not, at any time, exceed $50,000,000 (or its equivalent) save that such aggregate amount may be exceeded with the prior written consent of the Majority Lenders;

13.10.6 Security Interests arising out of judgments or awards which are being contested in good faith and with respect to which an appeal or proceeding for review has been instituted or the time for doing so has not yet expired;

13.10.7 Security Interests upon any property which are created or incurred contemporaneously with the acquisition of such property to secure or provide for the payment of any part of the purchase price of such property (but no other amounts), provided that any such Security Interest shall not apply to any other property of the purchaser thereof and provided further that the aggregate amount of all liabilities secured by Security Interests permitted by this sub-clause 13.10.7 shall not, at any time, exceed $60,000,000 (or its equivalent);

13.10.8 any Security Interest arising out of title retention provisions in a supplier’s conditions of supply of goods or services acquired by a member of the Group in the ordinary course of its business;

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13.10.9 any right of any bank or financial institution of combination or consolidation of accounts or right to set-off or transfer any sum or sums standing to the credit of any account (or appropriate any securities held by such bank or financial institution) in or towards satisfaction of any present or future liabilities to that bank or financial institution;

13.10.10 any Security Interest securing indebtedness re-financing indebtedness secured by Security Interests permitted by sub-clauses 13.10.3, 13.10.4 or 13.10.7 of this Clause 13.10 (Negative pledge) or this sub-clause 13.10.10 provided that (except to the extent otherwise permitted by sub-clause 13.10.1 of this Clause 13.10) (Negative pledge)) the maximum principal amount of the indebtedness secured by such Security Interests is not increased and such Security Interests do not extend to any assets which were not subject to the Security Interests securing the re-financed indebtedness;

13.10.11 any Security Interest created by a member of the Group which is not an Obligor securing banking facilities over accounts receivable (or book debts) outside the UK or the U.S.;

13.10.12 any other Security Interest created or outstanding on or over any assets of any member of the Group provided that the aggregate outstanding amount secured by all Security Interests created or outstanding under this exception in this sub-clause 13.10.12 shall not at any time exceed $90,000,000 or its equivalent and further provided that no single such Security Interest under this sub-clause 13.10.12 shall secure an aggregate principal amount exceeding $25,000,000 or its equivalent; and

13.10.13 any Security Interest arising out of any of the Back to Back Loans.

13.11 Disposals

No Obligor will, without the prior written consent of the Majority Lenders (which may be given subject to conditions), and each Obligor will procure that none of its Subsidiaries will sell, transfer, lease or otherwise dispose of all or any substantial part of their respective assets except on an arm’s length basis and for a fair market value or to another member of the Group.

13.12 Change of business

Except with the prior written consent of the Majority Lenders, no Obligor will, and each Obligor will procure that none of its Material Subsidiaries will, make any change in its business as presently conducted, or carry on any other business other than its business as presently conducted or business consisting of allied or related activities, provided that this prohibition shall not apply unless such change of business or other business alters the nature of the business of the Group as a whole.

13.13 Mergers

No Obligor will without the prior written consent of the Majority Lenders enter into any merger or consolidation if the effect thereof would be to alter the legal personality or identity of such Obligor except that any Borrower or any Guarantor may merge or consolidate with or into any other Subsidiary which is in the same jurisdiction as the relevant Borrower or the relevant Guarantor (as the case may be) provided that from the date on which the merger or consolidation takes effect a Borrower or a Guarantor is the legal entity surviving the merger or the legal entity into which it shall be merged or the legal entity which is formed by such consolidation shall assume its obligations hereunder in an agreement or instrument satisfactory in form and substance to the Majority Lenders.

13.14 Insurance

Each Obligor will, and will procure that each of its Material Subsidiaries will, effect and maintain such insurance over and in respect of its respective assets and business and in such manner and to such extent as is reasonable and customary for a business enterprise engaged in the same or a similar business and in the same or similar localities.

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13.15 Limitation on Borrowings of Subsidiaries

The Parent will not permit any of its Subsidiaries to create, permit to subsist, incur, assume or in any other manner be or become directly or indirectly liable for the payment of any Borrowings (including, without limitation, by way of indemnity, counter-indemnity or guarantee) other than:

13.15.1 Borrowings under this Agreement;

13.15.2 any Borrowings of any Subsidiary owing to another member of the Group;

13.15.3 Borrowings by a Subsidiary whose main business is to operate as a finance company for the Group;

13.15.4 Borrowings by WPP AUNZ Ltd (or any subsidiary of WPP AUNZ Ltd) to the extent that the aggregate principal amount of such Borrowings does not exceed AUD600,000,000 at any time; and

13.15.5 additional Borrowings of Subsidiaries to the extent that:

(a) no individual Material Subsidiary has or will create, permit to subsist, incur, assume or in any other manner be or become directly or indirectly liable for the payment of any Borrowings (including, without limitation, by way of indemnity, counter-indemnity or guarantee) with an aggregate principal amount exceeding an amount equal to 15% of Consolidated EBITDA; and

(b) the aggregate principal amount of Borrowings of all Subsidiaries permitted under this sub-clause 13.15.5 does not exceed an amount equal to 35% of Consolidated EBITDA, in each case for the Financial Period most recently ended from time to time in respect of which financial results of the Group have been published or announced provided that no Borrowings of a Subsidiary shall be included in the percentage limits set out in paragraphs (a) and (b) of sub-clause 13.15.5 if such Subsidiary has provided a full and unconditional guarantee of all sums outstanding under the Facilities (without limit).

13.16 Compliance with ERISA

13.16.1 Each Obligor undertakes that, where relevant it (a) has fulfilled all its obligations under the minimum funding standards of ERISA and the Revenue Code, with respect to any employee pension benefit plan (a “Plan”) covered by Title IV of ERISA or subject to the minimum funding standards under Section 412 of the Revenue Code maintained by such Obligor or to which such Obligor makes contributions, has within the previous five years made contributions or has an obligation to make contributions to and (b) is in compliance in all material respects with the presently applicable provisions of ERISA and the Revenue Code, and has not incurred any liability to the Pension Benefit Guaranty Corporation (or any entity succeeding to any or all of its functions under ERISA) or a Plan under Title IV of ERISA (other than premiums due and not delinquent under Section 4007 of ERISA).

13.16.2 Except as could not reasonably be expected to: (a) give rise to a material adverse effect on the business, assets or consolidated financial condition of the Group as a whole; or (b) materially and adversely affect the ability of the Obligors as a whole to observe or perform their obligations under the Financing Documents, no ERISA Affiliate has or will have any actual or contingent, direct or indirect liability under Title IV of ERISA or with respect to a Plan that is subject to Title IV of ERISA.

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13.17 Guarantees

13.17.1 If any Subsidiary (other than WPP AUNZ Ltd or any subsidiary of WPP AUNZ Ltd) (the “Relevant Subsidiary”) gives a guarantee, indemnity or other assurance against financial loss to any creditor (a “Guaranteed Creditor”) who is a creditor in respect of all or any part of the Borrowings raised by WPP CP LLC, WPP CP Finance, WPP Finance or any Subsidiary, or by a member of the Group (whether under a loan or other credit facility, bond or note or otherwise) where the Borrowings so raised equal or exceed $50,000,000 (or its equivalent), the Relevant Subsidiary will simultaneously provide an equivalent guarantee, indemnity or other assurance in favour of the Lenders of all obligations of the Obligors under the Facilities.

13.17.2 If sub-clause 13.17.1 above applies, the Relevant Subsidiary may provide its guarantee by way of deed poll governed by English law or other instrument in a form satisfactory to the Facility Agent (acting reasonably and such approval to be given if the guarantee is equivalent to the guarantee given to the relevant Guaranteed Creditor) and the Relevant Subsidiary shall supply to the Facility Agent such certificates, documents and legal opinions (if any) equivalent to those it is supplying to the relevant Guaranteed Creditor (or a trustee or agent on its behalf).

13.18 Margin Stock

None of the proceeds of the Advances will be used in a manner that violates Regulations T, U or X of the Board of Governors of the USA Federal Reserve System.

13.19 “Know your customer” checks

13.19.1 If:

(a) the introduction of or any change in (or in the interpretation, administration or application of) any law or regulation made after the date of this Agreement;

(b) any change in the status of an Obligor or the composition of the shareholders of an Obligor (other than the Parent) after the date of this Agreement; or

(c) a proposed assignment or transfer by a Lender of any of its rights and obligations under this Agreement to a party that is not a Lender prior to such assignment or transfer, obliges the Facility Agent or any Lender (or, in the case of paragraph (c) above, any prospective new Lender) to comply with “know your customer” or similar identification procedures , including obtaining, verifying and recording information regarding any Obligor, its directors, authorised signing officers, direct or indirect shareholders or other persons in control of any Obligor, in circumstances where the necessary information is not already available to it, each Obligor shall promptly upon the request of the Facility Agent or any Lender supply, or procure the supply of, such information, including supporting documentation and other evidence as is reasonably requested by the Facility Agent (for itself or on behalf of any Lender) or any Lender (for itself or, in the case of the event described in paragraph (c) above, on behalf of any prospective new Lender) in order for the Facility Agent, such Lender or, in the case of the event described in paragraph (c) above, any prospective new Lender to carry out and be satisfied it has complied with all necessary “know your customer” or other similar checks or requirements under all applicable laws and regulations pursuant to the transactions contemplated in the Financing Documents.

13.19.2 Each Lender shall promptly upon the request of the Facility Agent supply, or procure the supply of, such information, including supporting documentation and other evidence as is

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reasonably requested by the Facility Agent (for itself) in order for the Facility Agent to carry out and be satisfied it has complied with all necessary “know your customer” or other similar checks or requirements under all applicable laws and regulations pursuant to the transactions contemplated in the Financing Documents.

13.19.3 The Parent shall, by not less than 10 Business Days’ prior written notice to the Facility Agent, notify the Facility Agent (which shall promptly notify the Lenders) of its intention to request that one of its Subsidiaries becomes an Additional Obligor pursuant to Clause 3.7 (Accession of Additional Obligors) or a Substitute Borrower pursuant to Clause 3.9 (Substitution of Borrowers).

13.19.4 Following the giving of any notice pursuant to sub-clause 13.19.3 above, if the accession of such Additional Obligor or a Substitute Borrower obliges the Facility Agent or any Lender to comply with “know your customer” or similar identification procedures in circumstances where the necessary information is not already available to it, the Parent shall promptly upon the request of the Facility Agent or any Lender supply, or procure the supply of, such information, including supporting documentation and other evidence as is reasonably requested by the Facility Agent (for itself or on behalf of any Lender) or any Lender (for itself or on behalf of any prospective new Lender) in order for the Facility Agent or such Lender or any prospective new Lender to carry out and be satisfied it has complied with the results of all necessary “know your customer” or other similar checks or requirements under all applicable laws and regulations pursuant to the accession of such Additional Obligor or the novation to such Substitute Borrower.

13.20 Compliance with U.S. Regulations

No Obligor shall (and the Parent shall ensure that no other member of the Group will) become an “investment company,” or an “affiliated person” of, an “investment company,” as such terms are defined in the U.S. 1940 Act.

13.21 Restricted Parties

13.21.1 No Obligor shall use the proceeds, or cause or permit the proceeds of any Utilisation to be used, directly or indirectly, to make a loan or other advance to, invest in or contribute to or otherwise finance or support the activities or business of any Restricted Party or in any other manner that would cause any Lender to be in breach of Anti-Terrorism Law and Sanctions Law.

13.21.2 No Restricted Party or other person whose property is blocked under Sanctions will have any property interest in any funds repaid or remitted by or on behalf of any Obligor to any of the Lenders in connection with the Facilities.

13.21.3 It is acknowledged and agreed that the undertakings in this Clause 13.21 are only sought and given to the extent that to do so would not result in any violation of, conflict with or liability under:

(a) Regulation (EC) 2271/96 (or any law or regulation implementing such Regulation in any member state of the European Union or the United Kingdom); or

(b) Section 7 Foreign Trade and Payments Rules (AWV) (Außenwirtschaftsverordnung) (in connection with Section 4 paragraph 1 a no. 3 German Foreign Trade and Payments Act (AWG) (Außenwirtschaftsgesetz).

13.22 Anti-Corruption

13.22.1 No Obligor shall (and the Parent shall ensure that no other member of the Group will) use the proceeds, or cause or permit the proceeds of any Utilisation to be used, directly or indirectly, in any way that would be in breach of applicable Anti-Corruption Laws.

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13.22.2 Each Obligor shall (and the Parent shall ensure that each other member of the Group will):

(a) conduct its businesses in compliance with applicable Anti-Corruption Laws; and

(b) maintain policies and procedures designed to promote and achieve compliance with such laws.

14. CHANGES IN CIRCUMSTANCES

14.1 Illegality

If it becomes unlawful in any jurisdiction for a Lender to perform any of its obligations as contemplated by this Agreement or to fund its participation in any Advance:

14.1.1 that Lender shall promptly notify the Facility Agent upon becoming aware of that event;

14.1.2 upon the Facility Agent notifying the Obligors’ Agent, each Available Commitment of that Lender and of any Affiliate of that Lender which is a Swingline Lender (to the greatest extent possible which does not result in that Lender (or its Affiliate) failing to meet the requirement set out in Clause 7.7 (Conditions of assignment or transfer) will be immediately cancelled; and

14.1.3 each Borrower shall, to the extent necessary to cure such illegality, repay that Lender’s participation in the Advances made to that Borrower on the last day of the Interest Period for each Advance occurring after the Facility Agent has notified the Obligors’ Agent or, if earlier, the date specified by the Lender in the notice delivered to the Facility Agent (being no earlier than the last day of any applicable grace period permitted by law) and that Lender’s (and any such Affiliate’s) corresponding Commitment(s) shall be cancelled in the amount of the participation repaid.

14.2 Increased Costs

14.2.1 Subject to Clause 14.4 (Exceptions) the Parent shall, within three Business Days of a demand by the Facility Agent, pay for the account of a Lender the amount of any Increased Costs incurred by that Lender or any of its Affiliates as a result of:

(a) the introduction of or any change in (or in the interpretation, administration or application of) any law or regulation after the date of this Agreement;

(b) compliance with any law or regulation or request (whether or not having the force of law) from any central bank or other fiscal, monetary or other authority made after the date of this Agreement; or

(c) the implementation or application of, or compliance with, Basel III or CRD IV or any law or regulation that implements or applies Basel III or CRD IV.

14.2.2 In this Agreement:

(a) “Increased Costs” means:

(i) a reduction in the rate of return from the Facilities or on a Lender’s (or its Affiliate’s) overall capital;

(ii) an additional or increased cost; or

(iii) a reduction of any amount due and payable under any Financing Document, which is incurred or suffered by a Lender or any of its Affiliates to the extent that it is attributable to that Lender having entered into its Commitment or funding or performing its obligations under any Financing Document;

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(b) “Basel III” means:

(i) the agreements on capital requirements, a leverage ratio and liquidity standards contained in “Basel III: A global regulatory framework for more resilient banks and banking systems”, “Basel III: International framework for liquidity risk measurement, standards and monitoring” and “Guidance for national authorities operating the countercyclical capital buffer” published by the Basel Committee on Banking Supervision on 16 December 2010, each as amended, supplemented or restated; and

(ii) the rules for global systematically important banks contained in “Global systematically important banks: assessment methodology and the additional loss absorbency requirement – Rules text” published by the Basel Committee on Banking Supervision in November 2011, as amended, supplemented or restated; and

(iii) any further guidance or standards published by the Basel Committee on Banking Supervision relating to “Basel III”;

(c) “Basel III Costs” means an Increased Cost in relation to Basel III or CRD IV; and

(d) “CRD IV” means (A) Regulation (EU) No 575/2013 of the European Parliament and of the Council of 26 June 2013 on prudential requirements for credit institutions and investment firms and amending Regulation (EU No 648/2012) and (B) Directive 2013/36/EU of the European Parliament and of the Council of 26 June 2013 on access to the activity of credit institutions and the prudential supervision of credit institutions and investment firms, amending Directive 2002/87/EC and repealing Directives 2006/48/EC and 2006/49/EC.

14.3 Increased cost claims

14.3.1 Subject to Clause 14.3.3 below, a Lender intending to make a claim pursuant to Clause 14.2 (Increased Costs) shall notify the Facility Agent of the event giving rise to the claim, following which the Facility Agent shall promptly notify the Parent.

14.3.2 Subject to Clause 14.3.3 below, each Lender shall, as soon as practicable after a demand by the Facility Agent, provide a certificate confirming the amount of such Increased Costs, together with calculations in reasonable detail.

14.3.3 Nothing in Clauses 14.3.1 and 14.3.2 above shall require a Lender to disclose any information which in the opinion of that Lender (in its sole discretion) is confidential or proprietary.

14.4 Exceptions

14.4.1 Clause 14.2 (Increased Costs) does not apply to the extent any Increased Cost is:

(a) compensated for by Clause 15.5 (Withholdings) or Clause 15.10 (Tax indemnity) (or would have been compensated for under Clause 15.5 (Withholdings) or Clause 15.10 (Tax indemnity) but was not so compensated solely because one of the exclusions in Clause 15.6 (U.S. taxes), sub-clause 15.7.3 of Clause 15.7 (UK taxes) or Clause 15.10 (Tax indemnity) applied);

(b) attributable to the implementation or application of or compliance with the “International Convergence of Capital Measurement and Capital Standards, a Revised Framework” published by the Basel Committee on Banking Supervision in June 2004 in the form existing on the date of this Agreement

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(but excluding any amendment arising out of Basel III or CRD IV) (“Basel II”) or any other law or regulation which implements Basel II (whether such implementation, application or compliance is by a government, regulator, Finance Party or any of its Affiliates) provided that the Credit Rating does not at any time fall below BBB- (in respect of a Credit Rating by S&P) or Baa3 (in respect of a Credit Rating by Moody’s);

(c) attributable to Basel III Costs, except that a Lender may recover Basel III Costs under Clause 14.2 (Increased Costs) from the Parent if it is its policy to seek to recover Basel III Costs to a similar extent from other similar borrowers in relation to similar facilities.

(d) attributable to a FATCA Deduction required to be made by a Party; or

(e) attributable to the wilful breach by the relevant Lender or its Affiliates of any law or regulation.

14.5 Unavailability of Screen Rate

14.5.1 Interpolated Screen Rate: If no Screen Rate is available for LIBOR or, if applicable, EURIBOR for the Interest Period of an Advance (which, for the avoidance of doubt, includes without limitation, all Interest Periods of a duration of two months), the applicable LIBOR or EURIBOR shall be the Interpolated Screen Rate for a period equal in length to the Interest Period of that Advance.

14.5.2 Reference Bank Rate: If no Screen Rate is available for LIBOR or, if applicable, EURIBOR for:

(i) the currency of an Advance; or

(ii) the Interest Period of an Advance and it is not possible to calculate the Interpolated Screen Rate, the applicable LIBOR or EURIBOR shall be the Reference Bank Rate as of (in the case of LIBOR) noon on the Rate Fixing Day or (in the case of EURIBOR) 11.30 a.m. (Brussels time) on the Rate Fixing Day for the currency of that Advance and for a period equal in length to the Interest Period of that Advance.

14.5.3 Cost of funds: If paragraph 14.5.2 above applies but no Reference Bank Rate is available for the relevant currency or Interest Period there shall be no LIBOR or EURIBOR for that Advance and Clause 14.8 (Cost of funds) shall apply to that Advance for that Interest Period.

14.6 Calculation of Reference Bank Rate

14.6.1 Subject to paragraph 14.6.2 below, if LIBOR or EURIBOR is to be determined on the basis of a Reference Bank Rate but a Reference Bank does not supply a quotation by the time specified in 14.5.2 above, the Reference Bank Rate shall be calculated on the basis of the quotations of the remaining Reference Banks.

14.6.2 If at or about noon on the Rate Fixing Day none or only one of the Reference Banks supplies a quotation, there shall be no Reference Bank Rate for the relevant Interest Period.

14.7 Market disruption

14.7.1 If before close of business in London on the Rate Fixing Day for the relevant Interest Period the Facility Agent receives notifications from a Lender or Lenders (whose participations in an Advance exceed 50 per cent. of that Advance) that the cost to it of

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funding its participation in that Advance from whatever source it may reasonably select would be in excess of LIBOR or, if applicable, EURIBOR then Clause 14.8 (Cost of funds) shall apply to that Advance for the relevant Interest Period.

14.8 Cost of funds

14.8.1 If this Clause 14.8 applies, the rate of interest on each Lender’s share of the relevant Advance for the relevant Interest Period shall be the percentage rate per annum which is the sum of:

(i) the Margin; and

(ii) the rate notified to the Facility Agent by that Lender as soon as practicable and in any event before interest is due to be paid in respect of that Interest Period, to be that which expresses as a percentage rate per annum the cost to the relevant Lender of funding its participation in that Advance from whatever source it may reasonably select.

14.8.2 If this Clause 14.8 applies and the Facility Agent or the Obligors’ Agent so requires, the Facility Agent and the Obligor’s Agent shall enter into negotiations (for a period of not more than thirty days) with a view to agreeing a substitute basis for determining the rate of interest.

14.8.3 Any alternative basis agreed pursuant to paragraph 14.8.2 above shall, with the prior consent of all the Lenders and the Obligors’ Agent, be binding on all Parties.

14.8.4 If this Clause 14.8 applies pursuant to Clause 14.7 (Market disruption) and:

(i) a Lender’s Funding Rate is less than LIBOR or, in relation to any Advance in euro, EURIBOR; or

(ii) a Lender does not supply a quotation by the time specified in paragraph 14.8.1(ii) above, the cost to that Lender of funding its participation in that Advance for that Interest Period shall be deemed, for the purposes of sub-clause 14.8.1 above, to be LIBOR or, in relation to an Advance in euro, EURIBOR.

14.8.5 If this Clause 14.8 applies but any Lender does not supply a quotation by the time specified in sub-clause 14.8.1(ii) above the rate of interest shall be calculated on the basis of the quotations of the remaining Lenders.

14.9 Notification to Obligors’ Agent

If Clause 14.8 (Cost of funds) applies the Facility Agent shall, as soon as is practicable, notify the Obligors’ Agent.

14.10 Mitigation

14.10.1 Each Lender shall, in consultation with the Parent, take all reasonable steps to mitigate any circumstances which arise and which would result in any amount becoming payable under, or cancelled pursuant to, any of Clause 14.1 (Illegality), Clause 14.2 (Increased Costs) or Clause 15.5 (Withholdings) including (but not limited to) transferring its rights and obligations under the Financing Documents to another Affiliate or Facility Office.

14.10.2 Sub-clause 14.10.1 above does not in any way limit the obligations of any Obligor under the Financing Documents.

14.11 Limitation of liability

14.11.1 The Parent shall promptly indemnify each Lender for all costs and expenses reasonably incurred by that Lender as a result of steps taken by it under Clause 14.10 (Mitigation).

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14.11.2 A Lender is not obliged to take any steps under Clause 14.10 (Mitigation) if, in the opinion of that Lender (acting reasonably), to do so might be prejudicial to it.

14.12 Certificates

Any certification or determination by the Facility Agent or any Lender of a rate or amount under any Financing Document is, in the absence of manifest error, conclusive evidence of the matter to which it relates.

15. PAYMENTS

15.1 By Obligors

All payments to be made by an Obligor under this Agreement:

15.1.1 for the account of any of the Lenders shall be made available to the Facility Agent (unless a contrary indication appears in a Financing Document) for value on the due date at the time and in such funds specified by the Facility Agent as being customary at the time for settlement of transactions in the relevant currency in the place of payment to such account as the Facility Agent may have notified to the Obligors’ Agent for the account of the Facility Agent who shall, subject to Clause 15.3 (Clawback and pre-funding), before the close of business on the date of receipt, remit to each Lender its portion of the payment so made by remitting it to such account of that Lender which that Lender may have previously notified to the Facility Agent; and

15.1.2 to the Facility Agent shall be made to such account as it may specify by notice to the Obligors’ Agent.

15.2 By the Lenders

All amounts to be advanced by the Lenders to a Borrower under this Agreement shall be remitted (unless a contrary indication appears in a Financing Document) for value on the due date at the time and in such funds specified by the Facility Agent as being customary at the time for settlement of transactions in the relevant currency in the place for payment to such account as the Facility Agent may have notified to the Lenders for the account of the Facility Agent who shall, subject to Clause 15.3 (Clawback and pre-funding), make available to that Borrower the amounts so remitted on the same day by payment to the account and bank which are specified in the relevant Request. If the Facility Agent makes available to a Borrower any amount which has not been made unconditionally available to the Facility Agent that Borrower shall forthwith on notice from the Facility Agent repay such amount to the Facility Agent together with interest on such amount until its repayment at a rate determined by the Facility Agent to reflect its cost of funds.

15.3 Clawback and pre-funding

15.3.1 Where a sum is to be paid to the Facility Agent under the Financing Documents for another Party, the Facility Agent is not obliged to pay that sum to that other Party (or to enter into or perform any related exchange contract) until it has been able to establish to its satisfaction that it has actually received that sum.

15.3.2 Unless sub-clause 15.3.3 below applies, if the Facility Agent pays an amount to another Party and it proves to be the case that the Facility Agent had not actually received that amount, then the Party to whom that amount (or the proceeds of any related exchange contract) was paid by the Facility Agent shall on demand refund the same to the Facility Agent together with interest on that amount from the date of payment to the date of receipt by the Facility Agent, calculated by the Facility Agent to reflect its cost of funds.

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15.3.3 If the Facility Agent has notified the Lenders that it is willing to make available amounts for the account of a Borrower before receiving funds from the Lenders then if and to the extent that the Facility Agent does so but it proves to be the case that it does not then receive funds from a Lender in respect of a sum which it paid to a Borrower:

(a) the Facility Agent shall notify the Parent of that Lender’s identity and the Borrower to whom that sum was made available shall on demand refund it to the Facility Agent; and

(b) the Lender by whom those funds should have been made available or, if that Lender fails to do so, the Borrower to whom that sum was made available, shall on demand pay to the Facility Agent the amount (as certified by the Facility Agent) which will indemnify the Facility Agent against any funding cost incurred by it as a result of paying out that sum before receiving those funds from that Lender.

15.4 Impaired Agent

15.4.1 If, at any time, an Agent becomes an Impaired Agent, an Obligor or a Lender which is required to make a payment under the Financing Documents to such Agent in accordance with sub-clause 15.1.1 of Clause 15.1 (By Obligors) or in accordance with Clause 15.2 (By the Lenders) may instead either:

(a) pay that amount direct to the required recipient; or

(b) if in its absolute discretion it considers that it is not reasonably practicable to pay that amount direct to the required recipient(s), pay that amount to an interest-bearing account held with an Acceptable Bank and in relation to which no Insolvency Event has occurred and is continuing, in the name of the Obligor or the Lender making the payment (the “Paying Party”) and designated as a trust account for the benefit of the Party or Parties beneficially entitled to that payment under the Financing Documents (the “Recipient Party” or “Recipient Parties”). In each case such payments must be made on the due date for payment under the Financing Documents.

15.4.2 All interest accrued on the amount standing to the credit of the trust account shall be for the benefit of the beneficiaries of that trust account pro rata to their respective entitlements.

15.4.3 A Party which has made a payment in accordance with this Clause 15.4 (Impaired Agent) shall be discharged of the relevant payment obligation under the Financing Documents and shall not take any credit risk with respect to the amounts standing to the credit of the trust account.

15.4.4 Promptly upon the appointment of a successor Agent in accordance with Clause 19.13 (Replacement of the Agent), each Paying Party shall (other than to the extent that that Party has given an instruction pursuant to paragraph 15.4.5 below) give all requisite instructions to the bank with whom the trust account is held to transfer the amount (together with any accrued interest) to the successor Agent for distribution to the Recipient Party or Parties in accordance with sub-clause 15.1.1 of Clause 15.1 (By Obligors) or in accordance with Clause 15.2 (By the Lenders), as appropriate.

15.4.5 A Paying Party shall, promptly upon request by a Recipient Party and to the extent:

(a) that it has not given an instruction pursuant to paragraph 15.4.4 above; and

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(b) that it has been provided with the necessary information by that Recipient Party, give all requisite instructions to the bank with whom the trust account is held to transfer the relevant amount (together with any accrued interest) to that Recipient Party.

15.5 Withholdings

Subject to Clause 15.6 (U.S. taxes) and sub-clause 15.7.3 of Clause 15.7 (UK taxes), all payments by any Obligor under this Agreement whether in respect of principal, interest, fees or any other item, shall be made in full without any Tax Deduction unless such Tax Deduction is required by law, in which event such Obligor shall:

15.5.1 ensure that the Tax Deduction does not exceed the minimum amount legally required (having regard to the details of the Lender concerned provided to that Obligor by such Lender through the Facility Agent);

15.5.2 forthwith pay to the Facility Agent for the account of each Lender such additional amount so that the net amount received by that Lender will equal the full amount which would have been received by it had no such Tax Deduction been required;

15.5.3 pay or remit to the relevant taxation or other authorities within the period for payment or remittance permitted by applicable law the full amount of the Tax Deduction (including, but without prejudice to the generality of the foregoing, the full amount of any Tax Deduction from any additional amount paid or remitted pursuant to this Clause 15.5 (Withholdings)); and

15.5.4 furnish to the Facility Agent on behalf of the Lender concerned, within the period for payment or remittance permitted by the relevant law, either an official receipt of the relevant taxation authorities involved in respect of all Tax Deductions or if such receipts are not issued by the taxation authorities concerned on payment or remittance to them of Tax Deductions, a certificate of deduction or equivalent evidence of the relevant Tax Deduction.

The obligation on each Obligor to pay or remit an additional amount under this Clause 15.5 (Withholdings) shall not apply to the extent that the Tax Deduction is:

15.5.5 deducted solely as a result of a participation under Clause 23.9 (Sub-Participations); or

15.5.6 Tax which would have been compensated for by an increased payment under Clause 15.6 (U.S. taxes) or sub-clause 15.7.3 of Clause 15.7 (UK taxes) but was not so compensated for because the Lender concerned failed to comply with any obligations or requirements of sub-clause 15.6.1 of Clause 15.6 (U.S. taxes) or sub-clauses 15.7.3, 15.7.4 and 15.7.5 of Clause 15.7 (UK taxes).

15.6 U.S. taxes

15.6.1 Notwithstanding anything to the contrary in this Clause 15 (Payments), with respect to Tax Deductions which are imposed or levied by or on behalf of the United States of America or any authority thereof or therein having power to tax, any Obligor which is a U.S. Subsidiary (or any Guarantor of such an Obligor) shall only be under an obligation to gross up any amounts payable or paid by that Obligor hereunder to a Lender that is not a United States Person (or payable or paid by the Facility Agent to such Lender) if:

(a) such Lender as soon as practicable after a U.S. Subsidiary becomes an Obligor hereunder, but in any event prior to any payment by the Obligor concerned, delivers to that Obligor:

(i) two accurate and complete original signed copies of Internal Revenue Service Form W-8ECI or any successor thereto (including, without limitation, any substitute form which constitutes, or which

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includes as part or all thereof, any revised such form) (“Form W-8ECI”) certifying that the payments made pursuant to the Financing Documents are effectively connected with the conduct by such Lender of a trade or business in the United States of America; or

(ii) two accurate and complete original signed copies of Internal Revenue Service Form W-8BEN or any successor thereto (including, without limitation, any substitute form which constitutes, or which includes as part or all thereof, any revised such form) (“Form W-8BEN”) claiming complete exemption from withholding with respect to all payments to be made to such Lender under the Financing Documents under an applicable double tax treaty concluded by the United States of America (such Forms W-8BEN to be provided by the Facility Agent to the Lenders on signature of this Agreement); or

(iii) such other applicable form prescribed by the Internal Revenue Service certifying as to such Lender’s entitlement to exemption from U.S. withholding tax with respect to all payments to be made by such Lender under the Financing Documents, in each case, indicating that such Lender is on the date of this Agreement (or, in the case of any Lender becoming a Party after the date of this Agreement, on the date it becomes a Party) entitled to receive payments of principal, interest and fees under this Agreement free from any deduction and withholding of U.S. income tax;

(b) promptly upon a change in facts requiring a change or re-issuance in the most recent Form W-8ECI or Form W-8BEN or other applicable form previously delivered by such persons or upon the reasonable request of the Borrower and if the delivery of the same be lawful, such Lender delivers to the Obligor concerned two accurate and complete original signed copies of Form W-8ECI or Form W-8BEN or other applicable form in replacement for the forms previously delivered by such Lender; and

(c) if any forms or documents other than or in addition to the forms referred to above are required or such forms referred to above shall cease to be required in order for any Obligor which is a U.S. Subsidiary or any Guarantor of such an Obligor to make payments of interest under this Agreement without any deduction or withholding on account of U.S. income tax, such Lender as soon as practicable delivers to the Obligor concerned or any Guarantor of such an Obligor or the relevant tax authority such forms or other similar document notified by any Obligor which is a U.S. Subsidiary or any Guarantor of such an Obligor to such Lender which such Lender can reasonably submit to any relevant tax authority so as to avoid such deduction or withholding to the extent that it is lawful for such Lender to do so.

This sub-clause 15.6.1 shall not apply where such obligation to gross up arises as a result of the introduction of or any change in law or regulation or in the official interpretation, administration or application thereof of any relevant tax authority or the amendment, withdrawal, suspension, cancellation or termination of any applicable tax treaty with respect to any Lender, in any such case, after the date of this Agreement. Further, no Lender will be considered to have failed to meet its obligations under this sub-clause 15.6.1 solely by reason of any withholding that arises under FATCA with respect to payments to that Lender.

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15.6.2 Each Lender which is a United States Person shall deliver (through the Facility Agent) to each Obligor which is a U.S. Subsidiary as soon as practicable after a U.S. Subsidiary becomes an Obligor hereunder, but in any event prior to any payment by the Obligor concerned, a statement signed by an authorised signatory of such Lender to the effect that it is a United States Person and, if necessary in order to avoid United States backup withholding, a duly completed copy of Internal Revenue Service Form W-9 (or any successor thereto) establishing that such Lender is not subject to United States backup withholding.

15.6.3 The Facility Agent shall have no responsibility or liability for and no obligation to check the accuracy or appropriateness of any form, information or statement delivered by any Lender pursuant to this Clause 15.6 (U.S. taxes).

15.7 UK taxes

15.7.1 If a Lender is not or has ceased to be a UK Qualifying Lender otherwise than as a result of any introduction of or change in or in the interpretation, administration or application of any relevant law or UK Treaty or any published practice or concession of any relevant taxing authority after the date it became a Lender under this Agreement, then an Obligor shall not be liable to pay to the Lender any additional amount under sub-clause 15.5.2 of Clause 15.5 (Withholdings) for a Tax Deduction imposed by the United Kingdom from a payment of interest on an Advance in excess of the amount that Obligor would have been obliged to pay if that Lender had been a UK Qualifying Lender.

15.7.2 Each Lender confirms to the Parent on the date of this Agreement that if an Advance was made as at the date of this Agreement it would be a UK Qualifying Lender.

15.7.3 An Obligor will not, on withholding or deducting an amount for or on account of United Kingdom tax, be required to pay any additional amount to a Lender under this Clause 15 (Payments) in respect of such withholding or deduction where:

(a) the Lender is a UK Treaty Lender and the Obligor making the payment is able to demonstrate that no deduction or withholding for or on account of United Kingdom tax would have been required to have been made in respect of such withholding or deduction if the Lender had complied with its obligations under sub-clauses 15.7.4 or 15.7.5 below (as applicable); or

(b) the relevant Lender is a UK Qualifying Lender solely by virtue of paragraph (b) of the definition of UK Qualifying Lender and:

(i) an officer of HM Revenue & Customs has given (and not revoked) a direction (a Direction) under section 931 of the ITA which relates to the payment and that Lender has received from the Obligor making the payment or from the Parent a certified copy of that Direction; and

(ii) the payment could have been made to the Lender without any deduction or withholding for or on account of United Kingdom tax if that Direction had not been made; or

(c) the relevant Increase Lender or New Lender is a UK Qualifying Lender solely by virtue of paragraph (b) of the definition of UK Qualifying Lender and:

(i) the relevant Lender has not given a Tax Confirmation to the Parent; and

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(ii) the payment could have been made to the Lender without any deduction or withholding for or on account of United Kingdom tax if the Lender had given a Tax Confirmation to the Parent, on the basis that the Tax Confirmation would have enabled the relevant Obligor to have formed a reasonable belief that the payment was an “excepted payment” for the purpose of section 930 of the ITA.

15.7.4        (a) Subject to paragraph (b) below, a UK Treaty Lender and each Obligor which makes a payment to which that UK Treaty Lender is entitled shall co-operate in completing any procedural formalities necessary for that Obligor to obtain authorisation to make that payment without a deduction or withholding for or on account of United Kingdom tax.

(b) (i) A UK Treaty Lender which becomes or is a Party on the date of this Agreement that holds a passport under the HMRC DT Treaty Passport scheme, and which wishes that scheme to apply to this Agreement, shall confirm its scheme reference number and its jurisdiction of tax residence opposite its name in Schedule 1 (Lenders and Commitments); and

(ii) a New Lender or Increase Lender that is a UK Treaty Lender that holds a passport under the HMRC DT Treaty Passport scheme, and which wishes that scheme to apply to this Agreement, shall confirm its scheme reference number and its jurisdiction of tax residence in the Transfer Certificate or Increase Confirmation which it executes, and, having done so, that Lender shall be under no obligation pursuant to paragraph (a) above.

15.7.5 If a Lender has confirmed its scheme reference number and its jurisdiction of tax residence in accordance with paragraph (b) of sub-clause 15.7.4 above and:

(a) a Borrower making a payment to that Lender has not made a Borrower DTTP Filing in respect of that Lender; or

(b) a Borrower making a payment to that Lender has made a Borrower DTTP Filing in respect of that Lender but:

(i) that Borrower DTTP Filing has been rejected by HM Revenue & Customs; or

(ii) HM Revenue & Customs has not given the Borrower authority to make payments to that Lender without any deduction or withholding for or on account of United Kingdom tax within 60 days of the date of the Borrower DTTP Filing, and in each case, the Borrower has notified that Lender in writing, that Lender and the Borrower shall co-operate in completing any additional procedural formalities necessary for that Borrower to obtain authorisation to make that payment without a deduction or withholding for or on account of United Kingdom tax.

15.7.6 If a Lender has not confirmed its scheme reference number and jurisdiction of tax residence in accordance with paragraph (b) of sub-clause 15.7.4 above, no Obligor shall make a Borrower DTTP Filing or file any other form relating to the HMRC DT Treaty Passport scheme in respect of that Lender’s Commitment(s) or its participation in any Advance unless the Lender otherwise agrees.

15.7.7 A Borrower shall, promptly on making a Borrower DTTP Filing, deliver a copy of that Borrower DTTP Filing to the Facility Agent for delivery to the relevant Lender.

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15.7.8 A UK Non-Bank Lender shall promptly notify the Parent and the Facility Agent if there is any change in the position from that set out in the Tax Confirmation.

15.8 Tax Credits

If any Obligor pays any additional amount (a “Tax Payment”) under Clause 15.5 (Withholdings) and any Lender determines in its absolute discretion that it has effectively obtained and retained a refund of Tax or credit against Tax on its overall net income by reason of that Tax Payment (a “Tax Credit”) and that Lender determines in its absolute discretion that it can identify such Tax Credit as being attributable to such Tax Payment, then that Lender shall reimburse to the relevant Obligor such amount as it shall determine to be the proportion of such Tax Credit as will leave that Lender, after that reimbursement, in the same after tax position as it would have been in if that Tax Payment had not been required to be made. Each Lender shall have absolute discretion as to whether to claim any Tax Credit and, if it does so claim, the extent, order and manner in which it does so. No Lender shall be obliged to disclose any information regarding its tax affairs or computations to any Obligor.

15.9 Date

If any payment under this Agreement would otherwise be due on a day which is not a Business Day, it shall be due on the next succeeding Business Day or, if that Business Day falls in the following calendar month of the year, on the preceding Business Day.

15.10 Tax indemnity

15.10.1 The Parent shall (within three Business Days of demand by the Facility Agent) pay to a Protected Party an amount equal to the loss, liability or cost which that Protected Party determines will be or has been (directly or indirectly) suffered for or on account of Tax by that Protected Party in respect of a Financing Document.

15.10.2 Sub-clause 15.10.1 above shall not apply:

(a) with respect to any Tax assessed on a Finance Party:

(i) under the law of the jurisdiction in which that Finance Party is incorporated or, if different, the jurisdiction (or jurisdictions) in which that Finance Party is treated as resident for tax purposes; or

(ii) under the law of the jurisdiction in which that Finance Party’s Facility Office is located in respect of amounts received or receivable in that jurisdiction, if that Tax is imposed on or calculated by reference to the net income received or receivable (but not any sum deemed to be received or receivable) by that Finance Party; or

(b) to the extent a loss, liability or cost:

(i) is compensated for by an increased payment under Clause 15.5 (Withholdings); or

(ii) would have been compensated for by an increased payment under Clause 15.5 (Withholdings) but was not so compensated solely because one of the exclusions to Clause 15.5 (Withholdings) applied; or

(iii) relates to a FATCA Deduction required to be made by a Party.

15.10.3 A Protected Party making, or intending to make a claim under sub-clause 15.10.1 above shall promptly notify the Facility Agent of the event which will give, or has given, rise to the claim, following which the Facility Agent shall notify the Parent.

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15.10.4 A Protected Party shall, on receiving a payment from an Obligor under this Clause 15.10 (Tax indemnity), notify the Facility Agent.

15.11 FATCA information

15.11.1 Subject to sub-clause 15.11.3 below, each Party shall, within ten Business Days of a reasonable request by another Party:

(a) confirm to that other Party whether it is:

(i) a FATCA Exempt Party; or

(ii) not a FATCA Exempt Party; and

(b) supply to that other Party such forms, documentation and the information relating to its status under FATCA as that other Party reasonably requests for the purposes of that other Party’s compliance with FATCA.

15.11.2 If a Party confirms to another Party pursuant to paragraph (a)(i) of sub-clause 15.11.1 above that it is a FATCA Exempt Party and it subsequently becomes aware that it is not or has ceased to be a FATCA Exempt Party, that Party shall notify that other Party reasonably promptly.

15.11.3 Sub-clause 15.11.1 above shall not oblige any Finance Party to do anything, and paragraph (b) of sub-clause 15.11.1 above shall not oblige any other Party to do anything, which would or might in its reasonable opinion constitute a breach of:

(a) any law or regulation;

(b) any fiduciary duty; or

(c) any duty of confidentiality.

15.11.4 If a Party fails to confirm whether or not it is a FATCA Exempt Party or to supply forms, documentation or other information requested in accordance with paragraphs (a) or (b) of sub-clause 15.11.1 above (including, for the avoidance of doubt, where sub-clause 15.11.3 above applies), then such Party shall be treated for the purposes of the Financing Documents (and payments under them) as if it is not a FATCA Exempt Party until such time as the Party in question provides the requested confirmation, forms, documentation or other information.

15.11.5 If a Borrower is a U.S. Tax Obligor or the Facility Agent reasonably believes that its obligations under FATCA or any other applicable law or regulation require it, each Lender shall, within ten Business Days of:

(a) where a Borrower is a U.S. Tax Obligor and the relevant Lender is a Lender as at the date of this Agreement, the date of this Agreement;

(b) where a Borrower is a U.S. Tax Obligor on a Transfer Date or Increase Date and the relevant Lender is a New Lender or an Increase Lender, the relevant Transfer Date or Increase Date;

(c) the date a new U.S. Tax Obligor accedes as a Borrower; or

(d) where a Borrower is not a U.S. Tax Obligor, the date of a request from the Facility Agent, supply to the Facility Agent:

(i) a withholding certificate on Form W-8, Form W-9 or any other relevant form; or

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(ii) any withholding statement or other document, authorisation or waiver as the Facility Agent may require to certify or establish the status of such Lender under FATCA or that other law or regulation.

15.11.6 The Facility Agent shall provide any withholding certificate, withholding statement, document, authorisation or waiver it receives from a Lender pursuant to sub-clause 15.11.5 above to the relevant Borrower.

15.11.7 If any withholding certificate, withholding statement, document, authorisation or waiver provided to the Facility Agent by a Lender pursuant to sub-clause 15.11.5 above is or becomes materially inaccurate or incomplete, that Lender shall promptly update it and provide such updated withholding certificate, withholding statement, document, authorisation or waiver to the Facility Agent unless it is unlawful for the Lender to do so (in which case the Lender shall promptly notify the Facility Agent). The Facility Agent shall provide any such updated withholding certificate, withholding statement, document, authorisation or waiver to the relevant Borrower.

15.11.8 The Facility Agent may rely on any withholding certificate, withholding statement, document, authorisation or waiver it receives from a Lender pursuant to sub-clauses 15.11.5 or 15.11.7 above without further verification. The Facility Agent shall not be liable for any action taken by it under or in connection with sub-clauses 15.11.5, 15.11.6 or 15.11.7 above.

15.12 FATCA Deduction

15.12.1 Each Party may make any FATCA Deduction it is required to make by FATCA, and any payment required in connection with that FATCA Deduction, and no Party shall be required to increase any payment in respect of which it makes such a FATCA Deduction or otherwise compensate the recipient of the payment for that FATCA Deduction.

15.12.2 Each Party shall promptly, upon becoming aware that it must make a FATCA Deduction (or that there is any change in the rate of the basis of such FATCA Deduction), notify the Party to whom it is making the payment and, in addition, shall notify the Parent and the Facility Agent and the Facility Agent shall notify the other Finance Parties.

15.13 Default Interest

15.13.1 Subject to sub-clause 15.13.2 of this Clause 15.13 (Default Interest), if an Obligor fails to pay any amount in accordance with any Financing Document, the relevant Obligor shall pay interest on that amount from the time of default up to the time of actual payment (as well after as before judgment) at the rate per annum which is the sum of (a) the Margin plus 1% per annum and (b) LIBOR or, in the case of a defaulted amount payable in euro, EURIBOR for a deposit of an amount comparable to the defaulted amount, for such period as the Facility Agent may from time to time reasonably select, at or about 11.00 a.m. on the Business Day succeeding that on which the Facility Agent becomes aware of the default for value on that day in the case of sterling or two Business Days later in the case of any other currency.

15.13.2 If an amount unpaid in accordance with any Financing Document in respect of the Facilities, is of principal due on a day during, but not the last day of, an Interest Period relating thereto, the period selected by the Facility Agent under sub-clause 15.13.1 of this Clause 15.13 (Default Interest) shall equal the unexpired portion of the Interest Period and there shall be substituted for the rate specified in sub-clause 15.13.1 of this Clause 15.13 (Default Interest) the rate of 1% per annum above the rate calculated in accordance with Clause 9.3 (Rate of Interest for Revolving Facility) or Clause 7.5 (Interest) and applicable to the unpaid amount immediately before it fell due.

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15.13.3 Interest under this Clause 15.13 (Default Interest) shall accrue daily on the basis of a year of 360 days (or 365 days in the case of sterling, Hong Kong Dollars, Canadian Dollars and Singapore Dollars or such other period applied generally in the relevant market in relation to such calculations for the relevant currency) from and including the first day to the last day of each period for which a rate of interest is determined as aforesaid and shall be due and payable by the relevant Borrower at the end of each such period. So long as the default continues, the rate referred to in sub-clause 15.13.1 of this Clause 15.13 (Default Interest) shall be calculated on a similar basis at the end of each period selected by the Facility Agent and notified to the Lenders and interest payable under this sub-clause 15.13.3 which is unpaid at the end of each such period shall thereafter itself bear interest at the rates provided in this sub-clause 15.13.3.

15.14 Currency indemnity

15.14.1 If any sum due from an Obligor under the Financing Documents (a “Sum”), or any order, judgment or award given or made in relation to a Sum, has to be converted from the currency (the “First Currency”) in which that Sum is payable into another currency (the “Second Currency”) for the purpose of:

(a) making or filing a claim or proof against that Obligor;

(b) obtaining or enforcing an order, judgment or award in relation to any litigation or arbitration proceedings, that Obligor shall as an independent obligation, within three Business Days of demand, indemnify each Finance Party to whom that Sum is due against any cost, loss or liability arising out of or as a result of the conversion including any discrepancy between (A) the rate of exchange used to convert that Sum from the First Currency into the Second Currency and (B) the rate or rates of exchange available to that person at the time of its receipt of that Sum.

15.14.2 Each Obligor waives any right it may have in any jurisdiction to pay any amount under the Financing Documents in a currency or currency unit other than that in which it is expressed to be payable.

15.15 Change of currency

15.15.1 Unless otherwise prohibited by law, if more than one currency or currency unit are at the same time recognised by the central bank of any country as the lawful currency of that country, then:

(a) any reference in the Financing Documents to, and any obligations arising under the Financing Documents in, the currency of that country shall be translated into, or paid in, the currency or currency unit of that country designated by the Facility Agent (with the consent of the Parent, not to be unreasonably withheld or delayed); and

(b) any translation from one currency or currency unit to another shall be at the official rate of exchange recognised by the central bank for the conversion of that currency or currency unit into the other, rounded up or down by the Facility Agent (acting reasonably).

15.15.2 If a change in any currency of a country occurs, this Agreement will, to the extent the Facility Agent (acting reasonably and after consultation with the Parent) specifies to be necessary, be amended to comply with the generally accepted conventions and market practice in the Relevant Market and otherwise to reflect the change in currency.

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16. DEFAULT

16.1 Events of Default

If (whether or not caused by any reason outside the control of the Obligors):

16.1.1 any Obligor does not pay on the due date (or, in the case of amounts other than principal, within three Business Days thereafter) any amount payable by it under any of the Financing Documents at the place and in the currency expressed to be payable (unless such failure results solely from a technical problem in relation to the transfer of funds for which such Obligor is not responsible and which is remedied within five days of the due date); or

16.1.2 any Obligor fails to comply in any material respect with any other provision of any of the Financing Documents and, other than in respect of a failure to comply with Clause 13.4 (Financial Ratios) or Clause 13.6 (Compliance certificates), if such default is capable of prompt remedy within 30 days after any Borrower or any Guarantor shall have given notice of such default pursuant to Clause 13.5 (Notification of Default) (or, if earlier, the date on which the Facility Agent shall have given notice to the Obligors’ Agent of such default) such Obligor shall have failed to cure such default within such period; or

16.1.3 any representation, warranty or written statement made or deemed to be repeated in, or in connection with, this Agreement or in any other Financing Document or in any certificate delivered by or on behalf of any Borrower or any Guarantor in writing under any of the Financing Documents is incorrect in any material respect when made or deemed to be repeated, or, in respect of those specified in Clause 12.2 (After Signing), would be if repeated at any time; or

16.1.4

(a) any other present or future Borrowings of a principal amount exceeding in the aggregate $50,000,000 (or its equivalent) of any member of the Group (other than, in respect of paragraph (ii) below, WPP AUNZ Ltd or any subsidiary of WPP AUNZ Ltd) shall:

(i) become due and payable as a result of a default; or

(ii) become capable of being declared due and payable prior to the due date thereof as a result of a default; or

(iii) not be paid on the due date thereof (or, if a grace period was originally provided for in the document evidencing or constituting such Borrowings, within any applicable grace period therefor); or

(b) any Security Interest over any assets of any member of the Group (other than, in respect of paragraph (ii) below, WPP AUNZ Ltd or any subsidiary of WPP AUNZ Ltd) and securing a principal amount exceeding $50,000,000 (or its equivalent) shall

(i) be enforced or

(ii) become enforceable as a result of a default; or

16.1.5 any Obligor or any Material Subsidiary is unable or admits inability to pay its debts as they fall due, or any Obligor or any Material Subsidiary suspends making payments (whether of principal or interest) with respect to all or a material part or a particular class of its debts or announces an intention to do so; or

16.1.6 any action is taken to appoint a receiver, monitor, trustee or trustee in bankruptcy to any Obligor or any Material Subsidiary, an application for an administration order in relation to any Obligor or any Material Subsidiary is presented to the court by any such company

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or its directors or the supervisor of a voluntary arrangement relating to any Obligor or any Material Subsidiary or such an order is made on the application of a creditor of any Obligor or any Material Subsidiary, or any Obligor, any Material Subsidiary, any of their respective directors, or any holder of a qualifying floating charge over the assets of the business of such Obligor or Material Subsidiary files with the court a notice of intention to appoint or notice of appointment of an administrator in relation to any Obligor or any Material Subsidiary, or any meeting of any Obligor or any Material Subsidiary is convened by the relevant company’s directors for the purpose of considering any resolution to present an application for such an order or to file such notice of intention or notice of appointment or any such resolution is passed at any meeting of any Obligor or any Material Subsidiary; or

16.1.7 any kind of composition, scheme or plan of arrangement, compromise or arrangement involving any Obligor or any Material Subsidiary and its creditors generally (or any class of them) is proposed by the company concerned as a result of financial difficulties; or

16.1.8 any administrative or other receiver or any manager, monitor, trustee or trustee in bankruptcy is appointed in respect of any Obligor or any Material Subsidiary or all or a substantial part of any Obligor’s or any Material Subsidiary’s property, or the directors of any Obligor or any Material Subsidiary request any person to appoint such a receiver, administrative receiver, manager, monitor, trustee or trustee in bankruptcy or any kind of attachment (except prejudgment attachment), sequestration, distress or execution against any Obligor or any Material Subsidiary or all or a substantial part of any Obligor’s or Material Subsidiary’s property is levied or sued out and not discharged within 30 days; or

16.1.9 any meeting of any Obligor or any Material Subsidiary is convened by the relevant company’s directors for the purpose of considering any resolution for (or to petition for) its winding up, dissolution or liquidation or for the appointment of a receiver, monitor, trustee or trustee in bankruptcy to any Obligor or Material Subsidiary or any Obligor or any Material Subsidiary passes such a resolution, or any Obligor or any Material Subsidiary or any other person (except its creditor) presents any petition for the winding up, dissolution or liquidation of any Obligor or any Material Subsidiary or for the appointment of a receiver, monitor, trustee or trustee in bankruptcy to any Obligor or Material Subsidiary (save for a petition which is vexatious or frivolous and which is discharged or stayed within 14 days) or an order for the winding up, dissolution or liquidation of, or the appointment of a receiver, monitor, trustee or trustee in bankruptcy to, any Obligor or Material Subsidiary is made on the petition of any of its creditors unless, in each case, it is a voluntary solvent winding-up, amalgamation, reconstruction or reorganisation or part of a voluntary scheme of arrangement; or

16.1.10 there occurs in relation to any Obligor or any Material Subsidiary in any country or territory in which it carries on business or to the jurisdiction of whose courts it or any of its property is subject any event which reasonably appears to the Majority Lenders to correspond in that country or territory with any of those mentioned in sub-clauses 16.1.5 to 16.1.9 of this Clause 16.1 (Events of Default) or any Obligor or any Material Subsidiary otherwise becomes subject, in any such country or territory, to any law relating to insolvency, reorganisation, arrangement, bankruptcy, winding-up or liquidation; or

16.1.11 any Obligor or any Material Subsidiary ceases, or threatens to cease, to carry on all or a substantial part of its business except consequent upon a disposal, merger or acquisition not otherwise prohibited under this Agreement; or

16.1.12 any authorisation, approval, consent, licence, exemption, filing, registration or notarisation or other requirement necessary to enable any Obligor to comply with its obligations under

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any of the Financing Documents to which it is a party in any material respect is revoked or withheld or does not remain in full force and effect or is materially and adversely modified; or

16.1.13 at any time it is unlawful for any Obligor to perform any of its material obligations under any Financing Document to which it is a party; or

16.1.14 any litigation, arbitration or administrative proceeding or claim in which there is a reasonable possibility of an adverse decision which has had or would be reasonably likely by itself or together with any other such proceedings or claims either to have a material adverse effect on the business, assets or consolidated financial condition of the Group as a whole or which would be reasonably likely materially and adversely to affect the ability of the Obligors taken as a whole to observe or perform their obligations under any Financing Documents and which affect any Obligor or the Group as a whole is in progress or pending or threatened; or

16.1.15 (a) any Obligor shall commence any case, proceeding or other action in the United States (i) under any existing or future law relating to bankruptcy, insolvency, reorganisation or relief of debtors, seeking to have an order for relief entered with respect to it, or seeking to adjudicate it as bankrupt or insolvent, or (ii) seeking appointment of a receiver, trustee, custodian or other similar official for it or for all or any substantial part of its assets; or (b) there shall be commenced against any Obligor any case, proceeding or other action in the United States of a nature referred to in paragraph (a) of this sub-clause 16.1.15 which (i) results in the entry of an order for relief or any such adjudication or appointment or (ii) remains undismissed, undischarged or unbonded for a period of 90 days; or (c) there shall be commenced against any Obligor any case, proceeding or other action in the United States seeking issuance of a warrant of attachment, execution, distraint or similar process against all or any substantial part of its assets which results in the entry of an order in the United States for any such relief which shall not have been vacated, discharged, or stayed or bonded pending appeal within 90 days from the entry thereof; or (d) any Obligor shall take any action in furtherance of, or indicating its consent to, approval of, or acquiescence in, any of the acts set forth in (a), (b) or (c) of this sub-clause 16.1.15; or (e) any Obligor which is incorporated in the United States shall generally not, or shall be unable to, or shall admit in writing its inability to, pay its debts as they become due or shall make a general assignment for the benefit of its creditors; or

16.1.16 any Obligor repudiates a Financing Document or evidences an intention to repudiate a Financing Document, then, at once or at any time thereafter, the Facility Agent may, and upon the request of the Majority Lenders shall, by notice to the Obligors’ Agent, declare the Total Outstandings together with accrued interest and all other amounts accrued or outstanding under the Financing Documents to be immediately due and payable whereupon:

(a) all Advances and all other sums outstanding under the Facilities shall become so due and payable together with accrued interest thereon and any other amounts then payable under this Agreement or the Facilities; and

(b) no further Utilisations of the Facilities shall be permitted.

Notwithstanding the foregoing, if an Event of Default specified in (a), (b), (d) or (e) of sub-clause 16.1.15 occurs with respect to an Obligor in a U.S. jurisdiction or in a U.S. court of competent jurisdiction, such Obligor shall cease to be entitled to utilise the Commitments otherwise available to it and the Outstandings (or in the case of a Guarantor, the Guaranteed Amounts) owed by such Obligor shall become immediately due and payable, without any action by the Facility Agent or the

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Lenders and without any presentment, demand, protest or any other notice of any kind, all of which are hereby expressly waived, anything contained herein or in any Financing Documents to the contrary notwithstanding.

16.2 Notice

If the Facility Agent is notified under this Agreement of the occurrence of an Event of Default it shall promptly inform each of the Lenders. If any Lender becomes aware of the occurrence of an Event of Default it shall promptly inform the Facility Agent.

17. INDEMNITY

17.1 Break Costs

17.1.1 The Parent shall, within three Business Days of demand by a Finance Party, pay to that Finance Party its Break Costs attributable to all or any part of an Advance or Unpaid Sum being paid by a Borrower on a day other than the last day of an Interest Period for that Advance or Unpaid Sum.

17.1.2 Each Lender shall, as soon as reasonably practicable after a demand by the Facility Agent, provide a certificate confirming the amount of its Break Costs for any Interest Period in which they accrue.

17.2 Other indemnities

17.2.1 The Parent shall (or shall procure that an Obligor will), within three Business Days of demand, indemnify each Finance Party against any cost, loss or liability incurred by that Finance Party as a result of:

(a) the occurrence of any Event of Default;

(b) a failure by an Obligor to pay any amount due under a Financing Document on its due date, including without limitation, any cost, loss or liability arising as a result of Clause 22.2 (Pro rata Sharing);

(c) funding, or making arrangements to fund, its participation in an Advance requested by a Borrower in a Request but not made by reason of the operation of any one or more of the provisions of this Agreement (other than by reason of default or negligence by that Finance Party alone); or

(d) an Advance (or part of an Advance) not being prepaid in accordance with a notice of prepayment given by a Borrower.

17.2.2 The Parent shall promptly indemnify each Finance Party, each Affiliate of a Finance Party, each officer, director and employee of a Finance Party (each, an “Indemnified Party”) from and against any and all claims, damages, losses, liabilities, costs and expenses (including, without limitation, fees and disbursements of legal counsel), joint or several, that may be incurred by or asserted or awarded against any Indemnified Party, in each case arising out of or in connection with or relating to any investigation, litigation or proceeding or the preparation of any defence with respect thereto, arising out of or in connection with or relating to the Financing Documents or the transactions contemplated by the Financing Documents, whether or not such investigation, litigation or proceeding is brought by a member of the Group, any shareholder or creditor of any member of the Group, an Indemnified Party or any other person, except to the extent that such claim, damage, loss, liability, cost or expense is caused by such Indemnified Party’s gross negligence or wilful misconduct. Any third party referred to in this sub-clause 17.2.2 may rely on this sub-clause 17.2.2 subject to sub-clause 1.3.4 of Clause 1.3 (Construction) and the provisions of the Third Parties Act.

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17.3 Indemnity to the Agent

The Parent shall promptly indemnify the Facility Agent against any cost, loss or liability incurred by the Facility Agent (acting reasonably) as a result of:

17.3.1 investigating any event which it reasonably believes is a Default;

17.3.2 acting or relying on any notice, request or instruction which it reasonably believes to be genuine, correct and appropriately authorised; or

17.3.3 instructing lawyers, accountants, tax advisers, surveyors or other professional advisers or experts as expressly permitted under this Agreement.

17.4 Waiver of Defences

Each Obligor agrees that no delay, extension of time, renewal, compromise, waiver, indulgence, release of security or rights or any other matter or thing shall in any way prejudice the Lenders’ or the Facility Agent’s rights or powers hereunder. No Obligor shall by virtue of any payment made by it pursuant to this Clause 17 (Indemnity) claim in competition with the Facility Agent or any Lender any right of subrogation, contribution or indemnity against any member of the Group so long as any amount is or is capable of becoming outstanding hereunder.

18. GUARANTEE AND INDEMNITY

18.1 Guarantee

Each Guarantor unconditionally and irrevocably guarantees, as a continuing obligation, the proper and punctual payment by each of the Obligors of the Guaranteed Amounts and unconditionally and irrevocably undertakes, as a continuing obligation, with each Finance Party that, if for any reason any Obligor does not make such payment, each Guarantor shall pay the Guaranteed Amounts upon first written demand by the Facility Agent.

18.2 Principal Debtor

Each Guarantor shall be deemed to be liable for the Guaranteed Amounts as a sole or principal debtor.

18.3 Discharge

The liabilities and obligations of each of the Guarantors under this Agreement shall remain in force notwithstanding any act, omission, neglect, event or matter whatsoever, except the proper and valid payment of all the Guaranteed Amounts and, subject to Clause 18.4 (Preference), an absolute discharge or release of any of the Guarantors signed by the Facility Agent on behalf of the Lenders; and without prejudice to its generality, the foregoing shall apply in relation to anything which would have discharged any Guarantor (wholly or in part) or which would have afforded such Guarantor any legal or equitable defence, and in relation to any winding up or dissolution of, or any change in constitution or corporate identity or loss of corporate identity by, any of the Obligors or any other person.

18.4 Preference

Any such discharge or release as is referred to in Clause 18.3 (Discharge), and any composition or arrangement which any of the Guarantors may effect with the Finance Parties, shall be deemed to be made subject to the condition that it will be void if any payment or security which any Finance Party may previously have received or may thereafter receive from any person in respect of the Guaranteed Amounts is set aside under any applicable law or proves to have been for any reason invalid and the liabilities and obligations of each Guarantor under this Clause 18 (Guarantee and Indemnity) will continue or be reinstated as if such discharge or release had not occurred.

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18.5 No Impairment

Without prejudice to the generality of Clauses 18.2 (Principal Debtor) and 18.3 (Discharge) none of the liabilities or obligations of any of the Guarantors under this Agreement shall be impaired by, and each Guarantor hereby irrevocably waives any defences it may now or hereafter have in any way relating to, the Finance Parties (or any of them):

18.5.1 agreeing with any Obligor any amendment, novation, supplement, extension, restatement (however fundamental and whether or not more onerous) or replacement of a Financing Document or any other document or security including without limitation any change in the purpose of, any extension of, or any increase in, any facility or the addition of any new facility under any Financing Document or other document (other than a variation of this Clause 18.5 (No Impairment) and any such variation shall, whatever its nature, be binding upon such Guarantor in all circumstances, notwithstanding that it may increase or otherwise affect the liability of such Guarantor provided however that if any such variation is made without the prior written consent of such Guarantor or the Obligors’ Agent on behalf of such Guarantor, which has the effect of increasing the amount of the Facilities or the Margin, the amount of such Guarantor’s liability under this Clause 18.5 (No Impairment) shall be limited to the amount for which they would have been liable had such variation not been made;

18.5.2 releasing or granting any time or any indulgence whatsoever to any Obligor or such Guarantor and, in particular, waiving any of the pre-conditions for Advances under this Agreement or any contravention by any Obligor of this Agreement, or entering into any transaction or arrangements whatsoever with or in relation to any Obligor, and/or any third party;

18.5.3 taking, perfecting, accepting, varying, dealing with, enforcing, abstaining from enforcing, surrendering or releasing any security for the Guaranteed Amounts in such manner as it or they think fit, or claiming, proving for, accepting or transferring any payment in respect of the Guaranteed Amounts in any composition by or winding up of, any Obligor and/or any third party or abstaining from so claiming, proving, accepting or transferring.

18.6 Demands

Demands under this Clause 18.6 (Demands) may be made from time to time, and the liabilities and obligations of each Guarantor under this Agreement may be enforced, irrespective of:

18.6.1 whether any demands, steps or proceedings are being or have been made or taken against any of the Obligors and/or any third party; or

18.6.2 whether or in what order any security to which any Finance Party may be entitled in respect of the Guaranteed Amounts is enforced.

Each Guarantor waives diligence, presentment, protest, demand for payment and notice of default to or upon any Obligor.

18.7 Suspense Account

Until all amounts which may be or become payable by the Obligors hereunder or under any of the Financing Documents or in connection herewith or therewith have been irrevocably paid and discharged in full, each Finance Party (or any trustee or agent on its behalf) may:

18.7.1 refrain from applying or enforcing any other security, moneys or rights held or received by that Finance Party (or any trustee or agent on its behalf) in respect of such amounts or apply and enforce the same in such manner and order as it sees fit (whether against such amounts or otherwise) and none of the Guarantors shall be entitled to the benefit of the same; and

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18.7.2 hold in suspense account (subject to the accrual of interest thereon at market rates for the account of any Guarantor) any moneys received from any Guarantor or on account of that Guarantor’s liability hereunder.

18.8 Subordination

So long as any of the Guarantors has any liability under this Agreement and except as provided in Clause 18.9 (Deferral of Subrogation, Contribution, Reimbursement, Exoneration and Indemnity):

18.8.1 no Guarantor shall take or accept any Security Interest from any Obligor or, in relation to the Guaranteed Amounts, from any third party, without first obtaining the Facility Agent’s written consent;

18.8.2 after the occurrence of an Event of Default, each such Guarantor shall not, without first obtaining the Facility Agent’s written consent, seek to recover, whether directly or by set off, lien, counterclaim or otherwise, nor accept any moneys or other property, nor exercise any rights in respect of, any sum which may be or become due to any such Guarantor on any account by any Obligor or, in relation to the Guaranteed Amounts, from any third party, nor claim, prove for or accept any payment in any composition by, or any winding up of, any Obligor or, in relation to the Guaranteed Amounts, any third party;

18.8.3 if, notwithstanding the foregoing, any such Guarantor holds or receives any such security, moneys or property, it shall forthwith pay or transfer the same to the Facility Agent.

18.9 Deferral of Subrogation, Contribution, Reimbursement, Exoneration and Indemnity

Each Guarantor agrees that it will not exercise any rights that it may now have or hereafter acquire against any Obligor or any other person that arise from the existence, payment, performance or enforcement of the Guaranteed Amounts or by reason of any amount being payable, or liability arising, under this Clause 18.9 (Deferral of Subrogation, Contribution, Reimbursement, Exoneration and Indemnity), including without limitation any right of subrogation, contribution, reimbursement, exoneration, indemnity, set-off, to claim or prove as a creditor of any Obligor in competition with any Finance Party or to bring legal or other proceedings for an order requiring any Obligor to make any payment, or perform any obligation, in respect of which any Guarantor has given a guarantee, undertaking or indemnity under Clause 18.1 (Guarantee) (or any similar right) prior to the later of the cash payment in full of the Guaranteed Amounts and all other amounts payable under this Clause 18 (Guarantee and Indemnity) and the Final Maturity Date. If any amount shall be paid to any such Guarantor in violation of the preceding sentence, such amount shall be held in trust for the benefit of the Finance Parties and shall forthwith be paid to the Facility Agent to be credited and applied to the Guaranteed Amounts and all other amounts payable under this Clause 18 (Guarantee and Indemnity), whether or not due, in accordance with the terms of the Financing Documents, or be held as collateral security for any Guaranteed Amounts or other amounts payable under this Clause 18 (Guarantee and Indemnity) and thereafter arising. If (a) any such Guarantor shall make payment of all or any part of the Guaranteed Amounts, (b) all of the Guaranteed Amounts and all other amounts payable under this Clause 18 (Guarantee and Indemnity) shall be paid in full in cash and (c) the Final Maturity Date shall have occurred, the Facility Agent will, at such Guarantor’s request and expense, execute and deliver to such Guarantor appropriate documents, without recourse and without representation or warranty, necessary to evidence the transfer by subrogation to that Guarantor of an interest in the Guaranteed Amounts resulting from such payment by such Guarantor.

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18.10 Release of Guarantor’s right of contribution

If any Guarantor (a “Retiring Guarantor”) ceases to be a Guarantor in accordance with the terms of the Financing Documents for the purpose of any sale or other disposal of that Retiring Guarantor then on the date such Retiring Guarantor ceases to be a Guarantor:

18.10.1 that Retiring Guarantor is released by each other Guarantor from any liability (whether past, present or future and whether actual or contingent) to make a contribution to any other Guarantor arising by reason of the performance by any other Guarantor of its obligations under the Financing Documents; and

18.10.2 each other Guarantor waives any rights it may have by reason of the performance of its obligations under the Financing Documents to take the benefit (in whole or in part and whether by way of subrogation or otherwise) of any rights of the Finance Parties under any Financing Document or of any other security taken pursuant to, or in connection with, any Financing Document where such rights or security are granted by or in relation to the assets of the Retiring Guarantor.

18.11 Indemnity

As a separate, additional and continuing obligation, each Guarantor unconditionally and irrevocably undertakes with the Finance Parties (and each of them) that, should the Guaranteed Amounts not be recoverable from any Guarantor under this Clause 18 (Guarantee and Indemnity) for any reason whatsoever (including, but without prejudice to the generality of the foregoing, by reason of any other provision of this Agreement being or becoming void, unenforceable or otherwise invalid under any applicable law) then, notwithstanding that it may have been known to that Finance Party, each Guarantor shall, as a sole, original and independent obligation, upon first written demand by the Facility Agent under Clause 18.1 (Guarantee), make payment of the Guaranteed Amounts by way of a full indemnity in such currency and otherwise in such manner as is provided for in this Agreement and shall indemnify the Finance Parties (and each of them) against all losses, claims, costs, charges and expenses to which it may be subject or which they may incur under or in connection with this Agreement.

18.12 U.S Guarantee Limitation – Fraudulent Conveyance

Any term or provision of this Clause 18 (Guarantee and Indemnity) or any other term in this Agreement or any Financing Document notwithstanding, the maximum aggregate amount of the obligations for which any Guarantor shall be liable under this Agreement shall in no event exceed an amount equal to the largest amount that would not render such Guarantor’s obligations under this Agreement subject to avoidance under applicable United States federal or state fraudulent conveyance laws.

18.13 Guarantee Limitation - Deemed Dividends

Any term or provision of this Clause 18 (Guarantee and Indemnity) or any other term in this Agreement or any Financing Document notwithstanding:

18.13.1 no member of the Group will have any obligation or liability, directly or indirectly, as guarantor or otherwise under this Agreement or any Financing Document with respect to any obligation or liability arising under any Financing Document of any U.S. Borrower (the “U.S. Obligations”); and

18.13.2 not more than 65 per cent. of the stock or other equity interests (measured by the total combined voting power of the issued and outstanding voting stock or other equity interests) of, and none of the assets or property of, any member of the Group may be pledged directly or indirectly as security for any U.S. Obligations, in each case to the extent such obligation, liability or pledge would cause or result in any “deemed dividend”

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to any U.S. Obligor pursuant to Section 956 of the Revenue Code; provided that this Clause 18.13 (Guarantee Limitation – Deemed Dividends) shall not limit or reduce any obligation or liability of any Borrower acting in its capacity as such.

18.14 Waiver of Jersey customary law rights

Without prejudice to any provision of this Agreement, each Obligor irrevocably and unconditionally waives such right as it may have or claim under Jersey law:

18.14.1 whether by virtue of the droit de discussion or otherwise to require that recourse be had by the Finance Parties to the assets of any other Obligor or any other person before any claim is enforced against that Obligor in respect of the obligations assumed by it under any Financing Documents; and

18.14.2 whether by virtue of the droit de division or otherwise to require that any liability under any Financing Document be divided or apportioned with any other Obligor or any other person or reduced in any manner whatsoever.

19. THE AGENTS

19.1 Appointment of the Agents

19.1.1 Each Lender appoints the Facility Agent to act as its agent under and in connection with the Financing Documents; and

19.1.2 Each Swingline Lender appoints the Swingline Agent to act as its agent under and in relation to the Swingline Facility, and in each case authorises that Agent on its behalf to perform the duties, obligations and responsibilities and to exercise the rights, powers, authorities and discretions specifically given to it under or in connection with the Financing Documents together with any other incidental rights, powers, authorities and discretions.

19.2 Instructions

19.2.1 The Agents shall:

(a) unless a contrary indication appears in a Financing Document, exercise or refrain from exercising any right, power, authority or discretion vested in it as Agent in accordance with any instructions given to it by:

(i) all Lenders if the relevant Financing Document stipulates the matter is an all Lender decision; and

(ii) in all other cases, the Majority Lenders; and

(b) not be liable for any act (or omission) if they act (or refrain from acting) in accordance with paragraph (a) above.

19.2.2 The Agents shall be entitled to request instructions, or clarification of any instruction, from the Majority Lenders (or, if the relevant Financing Document stipulates the matter is a decision for any other Lender or group of Lenders, from that Lender or group of Lenders) as to whether, and in what manner, it should exercise or refrain from exercising any right, power, authority or discretion. An Agent may refrain from acting unless and until it receives any such instructions or clarification that it has requested.

19.2.3 Save in the case of decisions stipulated to be a matter for any other Lender or group of Lenders under the relevant Financing Document and unless a contrary indication appears in a Financing Document, any instructions given to an Agent by the Majority Lenders shall override any conflicting instructions given by any other Parties and will be binding on all Finance Parties.

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19.2.4 The Agents may refrain from acting in accordance with any instructions of any Lender or group of Lenders until it has received any indemnification and/or security that it may in its discretion require (which may be greater in extent than that contained in the Financing Documents and which may include payment in advance) for any cost, loss or liability which it may incur in complying with those instructions.

19.2.5 In the absence of instructions, an Agent may act (or refrain from acting) as it considers to be in the best interest of the Lenders.

19.2.6 An Agent is not authorised to act on behalf of a Lender (without first obtaining that Lender’s consent) in any legal or arbitration proceedings relating to any Financing Document.

19.3 Duties of an Agent

19.3.1 The Agent’s duties under the Financing Documents are solely mechanical and administrative in nature.

19.3.2 Subject to sub-clause 19.3.3 below, an Agent shall promptly forward to a Party the original or a copy of any document which is delivered to that Agent for that Party by any other Party.

19.3.3 Without prejudice to Clause 23.7 (Copy of Transfer Certificate or Increase Confirmation to Parent), sub-clause 19.3.2 above shall not apply to any Transfer Certificate or Increase Confirmation.

19.3.4 Except where a Financing Document specifically provides otherwise, the Facility Agent is not obliged to review or check the adequacy, accuracy of completeness of any document it forwards to another Party.

19.3.5 If an Agent receives notice from a Party referring to this Agreement, describing an Event of Default or Potential Event of Default and stating that the circumstance described is an Event of Default or Potential Event of Default, it shall promptly notify the Lenders.

19.3.6 An Agent shall promptly notify the Lenders of any Event of Default arising under sub-clause 16.1.1 of Clause 16.1 (Events of Default).

19.3.7 Each Agent shall provide to the Parent within five Business Days of a request by the Parent (but no more frequently than once per calendar month), a list (which may be in electronic form) setting out the names of the Lenders as at the date of that request, their respective Commitments, the address and fax number (and the department or officer, if any, for whose attention any communication is to be made) of each Lender for any communication to be made or document to be delivered under or in connection with the Financing Documents, the electronic mail address and/or any other information required to enable the sending and receipt of information by electronic mail or other electronic means to and by each Lender to whom any communication under or in connection with the Financing Documents may be made by that means and the account details of each Lender for any payment to be distributed by an Agent to that Lender under the Financing Documents.

19.3.8 An Agent shall have only those duties, obligations and responsibilities expressly specified in the Financing Documents to which it is expressed to be a party (and no others shall be implied).

19.4 No fiduciary duties

19.4.1 Nothing in any Financing Document constitutes an Agent as a trustee or fiduciary of any other person.

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19.4.2 An Agent shall not be bound to account to any Lender for any sum or the profit element of any sum received by it for its own account.

19.5 Business with the Group

An Agent may accept deposits from, lend money to and generally engage in any kind of banking or other business with any member of the Group.

19.6 Rights and discretions

19.6.1 An Agent may:

(a) rely on any representation, communication, notice or document believed by it to be genuine, correct and appropriately authorised; and

(b) assume that:

(i) any instructions received by it from the Majority Lenders, any Lenders or any group of Lenders are duly given in accordance with the terms of the Financing Documents; and

(ii) unless it has received notice of revocation, that those instructions have not been revoked; and

(c) rely on a certificate from any person:

(i) as to any matter of fact or circumstance which might reasonably be expected to be within the knowledge of that person; or

(ii) to the effect that such person approves of any particular dealing, transaction, step, action or thing, as sufficient evidence that that is the case and, in the case of sub-paragraph (i) above, may assume the truth and accuracy of that certificate.

19.6.2 An Agent may assume (unless it has received notice to the contrary in its capacity as Agent for the Lenders) that:

(a) no Event of Default has occurred (unless it has actual knowledge of an Event of Default arising under sub-clause 16.1.1 of Clause 16.1 (Events of Default));

(b) any right, power, authority or discretion vested in any Party or any group of Lenders has not been exercised; and

(c) any notice or request made by the Parent (other than a Request) is made on behalf of and with the consent and knowledge of all the Obligors.

19.6.3 An Agent may engage and pay for the advice or services of any lawyers, accountants, tax advisers, surveyors or other professional advisers or experts.

19.6.4 Without prejudice to the generality of sub-clause 19.6.3 above or sub-clause 19.6.5 below, an Agent may at any time engage and pay for the services of any lawyers to act as independent counsel to such Agent (and so separate from any lawyers instructed by the Lenders) if such Agent in its reasonable opinion deems this to be necessary.

19.6.5 An Agent may rely on the advice or services of any lawyers, accountants, tax advisers, surveyors or other professional advisers or experts (whether obtained by such Agent or by any other Party) and shall not be liable for any damages, costs or losses to any person, any diminution in value or any liability whatsoever arising as a result of its so relying.

19.6.6 An Agent may act in relation to the Financing Documents through its officers, employees and agents.

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19.6.7 Unless a Financing Document expressly provides otherwise, an Agent may disclose to any other Party any information it reasonably believes it has received as an agent under this Agreement.

19.6.8 Without prejudice to the generality of sub-clause 19.6.6 above, the Facility Agent may disclose the identity of a Defaulting Lender to the other Finance Parties and the Parent and shall disclose the same upon the written request of the Parent or the Majority Lenders.

19.6.9 Notwithstanding any other provision of any Financing Document to the contrary, an Agent is not obliged to do or omit to do anything if it would or might in its reasonable opinion constitute a breach of any law or regulation or a breach of a fiduciary duty or duty of confidentiality.

19.6.10 Notwithstanding any provision of any Financing Document to the contrary, an Agent is not obliged to expend or risk its own funds or otherwise incur any financial liability in the performance of its duties, obligations or responsibilities or the exercise of any right, power, authority or discretion if it has grounds for believing the repayment of such funds or adequate indemnity against, or security for, such risk or liability is not reasonably assured to it.

19.7 Responsibility for documentation

An Agent is not responsible or liable for:

19.7.1 the adequacy, accuracy or completeness of any information (whether oral or written) supplied by that Agent, any Obligor or any other person given in or in connection with any Financing Document or the transactions contemplated in the Financing Documents or any other agreement, arrangement or document entered into, made or executed in anticipation of, under or in connection with any Financing Document;

19.7.2 the legality, validity, effectiveness, adequacy or enforceability of any Financing Document or any other agreement, arrangement or document entered into, made or executed in anticipation of, under or in connection with any Financing Document; or

19.7.3 any determination as to whether any information provided or to be provided to any Finance Party is non-public information the use of which may be regulated or prohibited by applicable law or regulation relating to insider dealing or otherwise.

19.8 No duty to monitor

An Agent shall not be bound to enquire:

19.8.1 whether or not any default has occurred;

19.8.2 as to the performance, default or any breach by any Party of its obligations under any Financing Document; or

19.8.3 whether any other event specified in any Financing Document has occurred.

19.9 Exclusion of liability

19.9.1 Without limiting sub-clause 19.9.2 of this Clause 19.9 (Exclusion of liability), (and without prejudice to any other provision of any Financing Document excluding or limiting the liability of an Agent), an Agent will not be liable for:

(a) any damages, costs or losses to any person, any diminution in value, or any liability whatsoever arising as a result of taking or not taking any action under or in connection with any Financing Document, unless directly caused by its gross negligence or wilful misconduct;

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(b) exercising, or not exercising, any right, power, authority or discretion given to it by, or in connection with, any Financing Document or any other agreement, arrangement or document entered into, made or executed in anticipation of, under or in connection with, any Financing Document, other than by reason of its gross negligence or wilful misconduct; or

(c) without prejudice to the generality of paragraphs (a) and (b) above, any damages, costs or losses to any person, any diminution in value or any liability whatsoever (but not including any claim based on the fraud of an Agent) arising as a result of:

(i) any act, event or circumstance not reasonably within its control; or

(ii) the general risks of investment in, or the holding of assets in, any jurisdiction, including (in each case and without limitation) such damages, costs, losses, diminution in value or liability arising as a result of: nationalisation, expropriation or other governmental actions; any regulation, currency restriction, devaluation or fluctuation; market conditions affecting the execution or settlement of transactions or the value of assets (including any Disruption Event); breakdown, failure or malfunction of any third party transport, telecommunications, computer services or systems; natural disasters or acts of God; war, terrorism, insurrection or revolution; or strikes or industrial action.

19.9.2 No Party (other than an Agent) may take any proceedings against any officer, employee or agent of an Agent in respect of any claim it might have against that Agent or in respect of any act or omission of any kind by that officer, employee or agent in relation to any Financing Document and any officer, employee or agent of that Agent may rely on this Clause 19.9 (Exclusion of liability) subject to sub-clause 1.3.4 of Clause 1.3 (Construction) and the provisions of the Third Parties Act.

19.9.3 An Agent will not be liable for any delay (or any related consequences) in crediting an account with an amount required under the Financing Documents to be paid by that Agent if that Agent has taken all necessary steps as soon as reasonably practicable to comply with the regulations or operating procedures of any recognised clearing or settlement system used by that Agent for that purpose.

19.9.4 Nothing in this Agreement shall oblige either Agent to carry out:

(a) any “know your customer” or other checks in relation to any person; or

(b) any check on the extent to which any transaction contemplated by this Agreement might be unlawful for any Lender or for any Affiliate of any Lender, on behalf of any Lender and each Lender confirms to each Agent that it is solely responsible for any such checks it is required to carry out and that it may not rely on any statement in relation to such checks made by such Agent.

19.9.5 Without prejudice to any provision of any Financing Document excluding or limiting an Agent’s liability, any liability of an Agent arising under or in connection with any Financing Document shall be limited to the amount of actual loss which has been suffered (as determined by reference to the date of default of an Agent or, if later, the date on which the loss arises as a result of such default) but without reference to any special conditions or circumstances known to an Agent at any time which increase the amount of that loss. In no event shall an Agent be liable for any loss of profits, goodwill, reputation, business

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opportunity or anticipated saving, or for special, punitive, indirect or consequential damages, whether or not an Agent has been advised of the possibility of such loss or damages.

19.10 Lenders’ indemnity to the Agents

19.10.1 Each Lender shall (in proportion to its share of the Revolving Facility Total Commitments or, if the Revolving Facility Total Commitments are then zero, to its share of the Revolving Facility Total Commitments immediately prior to their reduction to zero) indemnify the Facility Agent, within three Business Days of demand, against any cost, loss or liability incurred by the Facility Agent (otherwise than by reason of the Facility Agent’s gross negligence or wilful misconduct) in acting as Facility Agent under the Financing Documents (unless the Facility Agent has been reimbursed by an Obligor pursuant to a Financing Document).

19.10.2 Each Swingline Lender shall (in proportion to its share of the Total Swingline Commitments or, if the Total Swingline Commitments are then zero, to its share of the Total Swingline Commitments immediately prior to their reduction to zero) indemnify the Swingline Agent, within three Business Days of demand, against any cost, loss or liability incurred by the Swingline Agent (otherwise than by reason of the Swingline Agent’s gross negligence or wilful misconduct) in acting as Swingline Agent under the Financing Documents (unless the Swingline Agent has been reimbursed by an Obligor pursuant to a Financing Document).

19.11 Deduction from amounts payable by the Agents

If any Party owes an amount to either Agent under the Financing Documents the relevant Agent may, after giving notice to that Party, deduct an amount not exceeding that amount from any payment to that Party which that Agent would otherwise be obliged to make under the Financing Documents and apply the amount deducted in or towards satisfaction of the amount owed. For the purposes of the Financing Documents that Party shall be regarded as having received any amount so deducted.

19.12 Resignation of an Agent

19.12.1 An Agent may resign and appoint one of its Affiliates (acting through an office in a jurisdiction such that there are no adverse tax implications in respect of payments to be made to or by such successor Agent, and in the case of the Swingline Agent, in the same time zone as the resigning Swingline Agent) as successor by giving notice to the Lenders (or, in the case of the Swingline Agent, the Swingline Lenders) and the Parent.

19.12.2 Alternatively an Agent may resign by giving 30 days’ notice to the Lenders (or, in the case of the Swingline Agent, the Swingline Lenders) and the Parent, in which case the Majority Lenders (or, in the case of the Swingline Agent, the Majority Swingline Lenders) may, with the consent of the Parent (not to be unreasonably withheld or delayed) appoint a successor Agent.

19.12.3 If the Majority Lenders (or, in the case of the Swingline Agent, the Majority Swingline Lenders) have not appointed a successor Agent in accordance with sub-clause 19.12.2 of this Clause 19.12 (Resignation of an Agent) within 30 days after notice of resignation was given, that retiring Agent may, with the consent of the Parent (not to be unreasonably withheld or delayed) appoint a successor Agent (acting through an office in a jurisdiction such that there are no adverse tax implications in respect of payments to be made to or by such successor Agent and, in the case of the Swingline Agent, in the same time zone as the resigning Swingline Agent).

19.12.4 The resigning Agent shall, at its own cost, make available to the successor Agent such documents and records and provide such assistance as the successor Agent may reasonably request for the purposes of performing its functions as Agent under the Financing

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Documents. The Parent shall, within three Business Days of demand, reimburse the resigning Agent for the amount of all costs and expenses (including legal fees) properly incurred by it in making available such documents and records and providing such assistance.

19.12.5 An Agent’s resignation notice shall only take effect upon the appointment of a successor.

19.12.6 Upon the appointment of a successor, the resigning Agent shall be discharged from any further obligation arising from its role as Agent in respect of the Financing Documents (other than its obligations under sub-clause 19.12.4 above) but shall remain entitled to the benefit of Clause 19.10 (Lender’s indemnity to the Agents) and this Clause 19 (The Agents) (and any agency fees for the account of the retiring Agent shall cease to accrue from (and shall be payable on) that date. Any successor and each of the other Parties shall have the same rights and obligations amongst themselves as they would have had if such successor had been an original Party.

19.12.7 An Agent shall resign in accordance with sub-clause 19.12.2 above (and, to the extent applicable, shall use reasonable endeavours to appoint a successor Agent pursuant to sub-clause 19.12.3 above) if on or after the date which is three months before the earliest FATCA Application Date relating to any payment to an Agent under the Financing Documents, either:

(a) an Agent fails to respond to a request under Clause 15.11 (FATCA information) and the Parent or a Lender reasonably believes that such Agent will not be (or will have ceased to be) a FATCA Exempt Party on or after that FATCA Application Date;

(b) the information supplied by an Agent pursuant to Clause 15.11 (FATCA information) indicates that such Agent will not be (or will have ceased to be) a FATCA Exempt Party on or after that FATCA Application Date; or

(c) an Agent notifies the Parent and the Lenders that such Agent will not be (or will have ceased to be) a FATCA Exempt Party on or after that FATCA Application Date; and (in each case) the Parent or a Lender reasonably believes that a Party will be required to make a FATCA Deduction that would not be required if such Agent were a FATCA Exempt Party, and the Parent or that Lender, by notice to such Agent, requires it to resign.

19.13 Replacement of the Agent

19.13.1 After consultation with the Parent, the Majority Lenders (or, in the case of the Swingline Agent, the Majority Swingline Lenders) may, by giving 30 days’ notice to the relevant Agent (or, at any time an Agent is an Impaired Agent, by giving any shorter notice determined by the Majority Lenders (or, in the case of the Swingline Agent, the Majority Swingline Lenders)) replace such Agent by appointing a successor Agent (acting through an office in a jurisdiction such that there are no adverse tax implications in respect of payments to be made to or by such successor Agent and, in the case of the Swingline Agent, in the same time zone as the Swingline Agent being replaced).

19.13.2 The retiring Agent shall (at its own cost if it is an Impaired Agent and otherwise at the expense of the Lenders or, in the case of the Swingline Agent, the Swingline Lenders) make available to the successor Agent such documents and records and provide such assistance as the successor Agent may reasonably request for the purposes of performing its functions as Agent under the Financing Documents.

19.13.3 The appointment of the successor Agent shall take effect on the date specified in the notice from the Majority Lenders (or, in the case of the Swingline Agent, the Majority Swingline

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Lenders) to the retiring Agent. As from this date, the retiring Agent shall be discharged from any further obligation in respect of the Financing Documents but shall remain entitled to the benefit of this Clause 19 (The Agents) (and any agency fees for the account of the retiring Agent shall cease to accrue from (and shall be payable on) that date).

19.13.4 Any successor Agent and each of the other Parties shall have the same rights and obligations amongst themselves as they would have had if such successor had been an original Party.

19.14 Agent Confidentiality

19.14.1 In acting as Agent for the Finance Parties (or, in the case of the Swingline Agent, the Swingline Lenders) an Agent shall be regarded as acting through its agency division which shall be treated as a separate entity from any other of its divisions or departments.

19.14.2 If information is received by another division or department of an Agent, it may be treated as confidential to that division or department and that Agent shall not be deemed to have notice of it.

19.15 Relationship with the Lenders

19.15.1 Subject to Clause 23.8 (Pro rata interest settlement), an Agent may treat the person shown in its records as Lender or, in the case of the Swingline Agent, the Swingline Lenders at the opening of business (in the place of the Agent’s principal office as notified to the Finance Parties from time to time) as the Lender acting through its Facility Office:

(a) entitled to or liable for any payment due under any Financing Document on that day; and

(b) entitled to receive and act upon any notice, request, document or communication or make any decision or determination under any Financing Document made or delivered on that day, unless it has received not less than five Business Days prior notice from that Lender to the contrary in accordance with the terms of this Agreement.

19.15.2 Any Lender may by notice to the Agents appoint a person to receive on its behalf all notices, communications, information and documents to be made or despatched to that Lender under the Financing Documents. Such notice shall contain the address, fax number and, if so specified, e-mail address and/or any other information required to enable the sending and receipt of information by that means (and, in each case, the department or officer, if any, for whose attention communication is to be made) and be treated as a notification of a substitute address, fax number, e-mail address (if so specified), department and officer by that Lender for the purposes of Clause 26.8 (Addresses) and the Agents shall be entitled to treat such person as the person entitled to receive all such notices, communications, information and documents as though that person were that Lender.

19.16 Credit appraisal by the Lenders

Without affecting the responsibility of any Obligor for information supplied by it or on its behalf in connection with any Financing Document, each Lender confirms to the Agents that it has been, and will continue to be, solely responsible for making its own independent appraisal and investigation of all risks arising under or in connection with any Financing Document including but not limited to:

19.16.1 the financial condition, status and nature of each member of the Group;

19.16.2 the legality, validity, effectiveness, adequacy or enforceability of any Financing Document and any other agreement, arrangement or document entered into, made or executed in anticipation of, under or in connection with any Financing Document;

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19.16.3 whether that Lender has recourse, and the nature and extent of that recourse, against any Party or any of its respective assets under or in connection with any Financing Document, the transactions contemplated by the Financing Documents or any other agreement, arrangement or document entered into, made or executed in anticipation of, under or in connection with any Financing Document; and

19.16.4 the adequacy, accuracy and/or completeness of any information provided by an Agent, any Party or by any other person under or in connection with any Financing Document, the transactions contemplated by the Financing Documents or any other agreement, arrangement or document entered into, made or executed in anticipation of, under or in connection with any Financing Document.

19.17 Role of the Mandated Lead Arrangers

Except as specifically provided in the Financing Documents, the Mandated Lead Arrangers have no obligations of any kind to any other Party under or in connection with any Financing Document.

19.18 Role of Reference Banks

(a) No Reference Bank is under any obligation to provide a quotation or any other information to the Agents.

(b) No Reference Bank will be liable for any action taken by it under or in connection with any Financing Document, or for any Reference Bank Quotation, unless directly caused by its gross negligence or wilful misconduct.

(c) No Party (other than the relevant Reference Bank) may take any proceedings against any officer, employee or agent of any Reference Bank in respect of any claim it might have against that Reference Bank or in respect of any act or omission of any kind by that officer, employee or agent in relation to any Financing Document, or any Reference Bank Quotation, and any officer, employee or agent of each Reference Bank may rely on this Clause 19.18 (Role of Reference Banks) subject to sub-clause 1.3.4 of Clause 1.3 (Construction) and the provisions of the Third Parties Act.

19.19 Third Party Reference Banks

Any Reference Bank may rely on Clause 19.18 (Role of Reference Banks), Clause 25 (Confidentiality of Funding Rates and Reference Bank Quotations) and sub-clause 26.4.3, subject to sub-clause 1.3.4 of Clause 1.3 (Construction) and the provisions of the Third Parties Act.

20. CONDUCT OF BUSINESS BY THE FINANCE PARTIES

No provision of this Agreement will:

20.1.1 interfere with the right of any Finance Party to arrange its affairs (tax or otherwise) in whatever manner it thinks fit;

20.1.2 oblige any Finance Party to investigate or claim any credit, relief, remission or repayment available to it or the extent, order and manner of any claim; or

20.1.3 oblige any Finance Party to disclose any information relating to its affairs (tax or otherwise) or any computations in respect of tax.

21. FEES AND EXPENSES

21.1 Upfront Fees

The Parent shall (or shall procure that an Obligor shall) pay the upfront fees to the persons specified, in the amount and at the times agreed, in a Fee Letter.

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21.2 Agency fee

The Parent shall (or shall procure that an Obligor shall) pay, to each of the Facility Agent and the Swingline Agent (for its own account) an agency fee in the amount and at the times agreed in a Fee Letter.

Transaction expenses

The Parent shall promptly on demand, and having been provided with reasonable evidence of such, pay each Agent the amount of all costs and expenses (including legal fees) reasonably and properly incurred by it in connection with the negotiation, preparation, printing, execution and syndication of:

21.2.1 this Agreement and any other documents referred to in this Agreement; and

21.2.2 any other Financing Documents executed after the date of this Agreement.

21.3 Amendment costs

If (a) an Obligor requests an amendment, waiver or consent or (b) an amendment is required pursuant to Clause 15.15 (Change of currency), the Parent shall, within three Business Days of demand, and having been provided with reasonable evidence of such, reimburse the Facility Agent for the amount of all costs and expenses (including legal fees) reasonably and properly incurred by the Facility Agent in responding to, evaluating, negotiating or complying with that request or requirement.

21.4 Enforcement costs

The Parent shall, within three Business Days of demand, and having been provided with reasonable evidence of such, pay to each Finance Party the amount of all costs and expenses (including legal fees) incurred by that Finance Party in connection with the enforcement of, or the preservation of any rights under, any Financing Document.

21.5 Stamp Duty

The Obligors shall pay any stamp, documentary and other similar duties and Taxes to which the Financing Documents (other than an assignment or transfer of a Lender’s rights or obligations hereunder not requested by an Obligor) may be subject or give rise in any relevant jurisdiction and shall fully indemnify each Finance Party from and against any losses, liabilities or costs which any of them may incur as a result of any delay or omission by the Borrowers to pay any such duties or Taxes.

21.6 Value Added Tax

21.6.1 All amounts expressed to be payable under a Financing Document by any Party to a Finance Party which (in whole or in part) constitute the consideration for any supply for VAT purposes are deemed to be exclusive of any VAT which is chargeable on that supply and, accordingly, subject to sub-clause 21.6.2 below, if VAT is or becomes chargeable on any supply made by any Finance Party to any Party under a Financing Document and such Finance Party is required to account to the relevant tax authority for the VAT, that Party must pay to such Finance Party (in addition to and at the same time as paying any other consideration for such supply) an amount equal to the amount of the VAT (and such Finance Party must promptly provide an appropriate VAT invoice to that Party).

21.6.2 If VAT is or becomes chargeable on any supply made by any Finance Party (the “Supplier”) to any other Finance Party (the “Recipient”) under a Financing Document, and any Party other than the Recipient (the “Relevant Party”) is required by the terms of any Financing Document to pay an amount equal to the consideration for that supply to the Supplier (rather than being required to reimburse or indemnify the Recipient in respect of that consideration):

(a) (where the Supplier is the person required to account to the relevant tax authority for the VAT) the Relevant Party must also pay to the Supplier (at the same time as paying that amount) an additional amount equal to the amount of

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the VAT. The Recipient must (where this sub-paragraph (a) applies) promptly pay to the Relevant Party an amount equal to any credit or repayment the Recipient receives from the relevant tax authority which the Recipient reasonably determines relates to the VAT chargeable on that supply; and

(b) (where the Recipient is the person required to account to the relevant tax authority for the VAT) the Relevant Party must promptly, following demand from the Recipient, pay to the Recipient an amount equal to the VAT chargeable on that supply but only to the extent that the Recipient reasonably determines that it is not entitled to credit or repayment from the relevant tax authority in respect of that VAT.

21.6.3 Where a Financing Document requires any Party to reimburse or indemnify a Finance Party for any cost or expense, that Party shall reimburse or indemnify (as the case may be) such Finance Party for the full amount of such cost or expense, including such part thereof as represents VAT, save to the extent that such Finance Party reasonably determines that it is entitled to credit or repayment in respect of such VAT from the relevant tax authority.

21.6.4 Any reference in this Clause 21.6 (Value Added Tax) to any Party shall, at any time when such Party is treated as a member of a group for VAT purposes, include (where appropriate and unless the context otherwise requires) a reference to the representative member of such group at such time (the term “representative member” to have the same meaning as in the Value Added Tax Act 1994).

21.6.5 In relation to any supply made by a Finance Party to any Party under a Financing Document, if reasonably requested by such Finance Party, that Party must promptly provide such Finance Party with details of that Party’s VAT registration and such other information as is reasonably requested in connection with such Finance Party’s VAT reporting requirements in relation to such supply.

22. SET-OFF AND PRO RATA SHARING

22.1 Set-off

Following an Event of Default which is continuing and has not been waived, any Lender may at the same time as providing notice to the relevant Obligor combine, consolidate or merge all or any of a Borrower’s or a Guarantor’s accounts with, and liabilities to, that Lender and may set off or transfer any sum standing to the credit of any such accounts in or towards satisfaction of any of that Borrower’s or any of that Guarantor’s, as the case may be, liabilities to that Lender under the Financing Documents, and may do so notwithstanding that the balances on such accounts and the liabilities may not be expressed in the same currency and each Lender is hereby authorised to effect any necessary conversions at the Lender’s own rate of exchange then prevailing.

22.2 Pro rata Sharing

22.2.1 If a Lender receives or recovers any amount (other than from the Facility Agent or the Swingline Agent) in respect of sums due from a Borrower or a Guarantor under the Financing Documents (whether by set-off or otherwise) it shall promptly notify the Facility Agent of such amount and the manner of its receipt or recovery.

22.2.2 Following receipt of notice under sub-clause 22.2.1 of this Clause 22.2 (Pro rata Sharing) the Facility Agent shall, as soon as practicable, having regard to the circumstances, consult with the Lenders to establish the aggregate amount of sums received or recovered by the Lenders and what payments are necessary amongst the Lenders for such aggregate amount to be divided amongst each Lender in the proportion to which each Lender’s Outstandings bear to the Total Outstandings.

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22.2.3 The Lenders shall promptly make such payments to each other, through the Facility Agent, as the Facility Agent shall direct to effect the divisions referred to in sub-clause 22.2.2 of this Clause 22.2 (Pro rata Sharing).

22.2.4 If a Lender makes a payment or payments pursuant to sub-clause 22.2.3 of this Clause 22.2 (Pro rata Sharing), any payment previously received by that Lender as described in sub-clause 22.2.1 of this Clause 22.2 (Pro rata Sharing) shall, subject to sub-clause 22.2.5 of this Clause 22.2 (Pro rata Sharing), be deemed to have been made by the relevant Borrower or the relevant Guarantor, as the case may be, on the understanding that it was received by that Lender as agent for the Lenders and that the payments described in sub-clause 22.2.3 of this Clause 22.2 (Pro rata Sharing), would be made and the liabilities of the relevant Borrower or the relevant Guarantor, as the case may be, to each of the Lenders shall accordingly be determined on the basis that such payment or payments pursuant to sub-clause 22.2.3 of this Clause 22.2 (Pro rata Sharing) would be made.

22.2.5 If a Lender makes a payment or payments pursuant to sub-clause 22.2.3 of this Clause 22.2 (Pro rata Sharing), sub-clause 22.2.4 of this Clause 22.2 (Pro rata Sharing) shall not apply if, as a result, the indebtedness of the relevant Borrower or the relevant Guarantor to the Lender has been extinguished, discharged or satisfied by the amount received or recovered (for example, because of set-off). In this event, for the purpose only of determining the liabilities of the relevant Borrower or the relevant Guarantor, as the case may be, to the Lenders (other than the Lender making the said payment or payments) and the liabilities of the Lenders to each other, the said payment or payments by the Lender shall be deemed to have been made on behalf of the relevant Borrower or the relevant Guarantor, as the case may be, in respect of its obligations under the Financing Documents and to the extent the Facilities are thereby discharged the relevant Borrower or the relevant Guarantor, as the case may be, shall fully indemnify the Lender for such payment or payments.

22.2.6 Any moneys payable by the relevant Borrower or the relevant Guarantor under sub-clause 22.2.5 of this Clause 22.2 (Pro rata Sharing) by way of indemnity shall be payable from the date the Lender makes the payment or payments under sub-clause 22.2.3 of this Clause 22.2 (Pro rata Sharing), shall carry interest from such date and for such purpose and all other purposes of this Agreement be treated in the same way as other amounts payable under this Agreement as though such moneys were payable in respect of the Outstandings of the Lender which has the benefit of the indemnity contained in sub-clause 22.2.5 of this Clause 22.2 (Pro rata Sharing) (whether or not the indebtedness attributable to such participation has been extinguished, discharged or satisfied in whole or in part).

22.2.7 Every payment and adjustment made pursuant to this Clause 22.2 (Pro rata Sharing) shall be subject to the condition that if any receipt or recovery as referred to in sub-clause 22.2.1 of this Clause 22.2 (Pro rata Sharing) made by a Lender (or any part thereof) subsequently has to be repaid by the relevant Lender (the “Sharing Lender”) to the relevant Borrower or the relevant Guarantor, the Facility Agent (if it shall then hold the same) and each of the Lenders which has received any part thereof shall repay the relevant amount received (or the relevant part, as the case may be) to the Sharing Lender together with such amount (if any) as is necessary to reimburse to the Sharing Lender the appropriate proportion of any interest (in respect of the period during which the Facility Agent or (as the case may be) such Lender held such amount (or part thereof)) it shall have been obliged to pay when repaying such amount as aforesaid and the relevant adjustments pursuant to the preceding sub-clauses of this Clause 22.2 (Pro rata Sharing) shall be to that extent cancelled.

22.2.8 All payments made by an Obligor under the Financing Documents shall be calculated and made without (and free and clear of any deduction for) set-off or counterclaim.

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22.3 Litigation

If any Lender shall commence an action or proceeding in any court to enforce its rights and, as a result thereof or in connection therewith, shall receive any amount which would otherwise require such Lender to make a payment to another Lender pursuant to this Clause 22.3 (Litigation) the relevant Lender shall not be required to make any such payment to (a) a Lender that has the legal right to, but does not (after notification to that Lender by the Lender instituting legal proceedings), join such action or proceeding or commence and diligently prosecute a separate action or proceeding to enforce its rights in the same or another court or (b) the Lender(s) which shall have joined the same action or proceeding or shall have commenced and prosecuted a separate action or proceeding to enforce their rights in the same or in another court if, by reason of the negligence or wilful default of such Lender(s), such Lender(s) shall obtain a sum which is proportionately smaller (including a nil receipt) than that received by the Lender otherwise required to make a payment pursuant to this Clause 22.3 (Litigation).

22.4 Notification

Each Lender shall promptly give notice to the Facility Agent of:

22.4.1 the institution by such Lender of any legal action or proceedings hereunder or in connection herewith prior to such institution; and

22.4.2 the receipt or recovery by such Lender of any amount due and payable to such Lender hereunder and received or recovered by it otherwise than through the Facility Agent.

Upon receipt of any such notice the Facility Agent will as soon as practicable thereafter notify all the other Lenders.

23. BENEFIT OF AGREEMENT

23.1 Assignments and transfers by Obligors

Except as otherwise provided in Clause 3.9 (Substitution of Borrowers), no Obligor may assign or transfer all or any part of its rights or obligations under the Financing Documents without the prior written consent of all the Lenders.

23.2 Assignments and transfers by the Lenders

Subject to this Clause 23 (Benefit of Agreement), a Lender (the “Existing Lender”) may:

23.2.1 assign any of its rights; or

23.2.2 transfer by novation any of its rights and obligations, to another bank or financial institution or to a trust, fund or other entity which is regularly engaged in or established for the purpose of making, purchasing or investing in loans, securities or other financial assets (the “New Lender”).

23.3 Conditions of assignment or transfer

23.3.1 The prior written consent of the Parent is required for any assignment or transfer by a Lender of all or part of its rights or obligations under any of the Facilities, unless the assignment or transfer is to another Lender or an Affiliate of any Lender.

23.3.2 The consent of the Parent to an assignment or transfer must not be unreasonably withheld or delayed. The Parent will be deemed to have given its consent five Business Days after the Lender has requested it unless consent is expressly refused by the Parent within that time.

23.3.3 The consent of the Parent to an assignment or transfer is not required when an Event of Default has occurred and is continuing.

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23.3.4 Any such transfer may be in whole or in part of the Existing Lender’s relevant Commitment but, if in part, in a minimum amount of $5,000,000 (unless the Obligors’ Agent otherwise agrees in its absolute discretion or the whole of such Existing Lender’s Commitment is transferred).

23.3.5 An assignment will only be effective on receipt by the Facility Agent of written confirmation from the New Lender (in form and substance satisfactory to the Facility Agent) that the New Lender will assume the same obligations to the other Lenders as it would have been under if it had been an Existing Lender and performance by the Facility Agent of all “know your customer” or other checks relating to any person that it is required to carry out in relation to such assignment to a New Lender, the completion of which the Facility Agent shall promptly notify to the Existing Lender and the New Lender.

23.3.6 A transfer will only be effective if the procedure set out in Clause 23.6 (Procedure for transfer) is complied with.

23.3.7 If:

(a) a Lender assigns or transfers any of its rights or obligations under the Financing Documents or changes its Facility Office; and

(b) as a result of circumstances existing at the date the assignment, transfer or change occurs, an Obligor would be obliged to make a payment to the New Lender or Lender acting through its new Facility Office under Clause 14.2 (Increased Costs), Clause 15.5 (Withholdings) or Clause 15.10 (Tax indemnity), then the New Lender or Lender acting through its new Facility Office is only entitled to receive payment under those Clauses to the same extent as the Existing Lender or Lender acting through its previous Facility Office would have been if the assignment, transfer or change had not occurred provided that this sub-clause 23.3.7 shall not prevent an Obligor from being required to pay an increased amount under Clause 15.5 (Withholdings) to a Lender which is a UK Qualifying Lender if the relevant withholding is in respect of Tax imposed by the United Kingdom.

23.3.8 Each New Lender, by executing the relevant Transfer Certificate, confirms, for the avoidance of doubt, that the Facility Agent has authority to execute on its behalf any amendment or waiver that has been approved by or on behalf of the requisite Lender or Lenders in accordance with this Agreement on or prior to the date on which the transfer becomes effective in accordance with this Agreement and that it is bound by that decision to the same extent as the Existing Lender would have been had it remained a Lender.

23.4 Assignment or transfer fee

The New Lender shall, on the date upon which an assignment or transfer takes effect, pay to the Facility Agent (for its own account) a fee of $3,000.

23.5 Limitation of responsibility of Existing Lenders

23.5.1 Unless expressly agreed to the contrary, an Existing Lender makes no representation or warranty and assumes no responsibility to a New Lender for:

(a) the legality, validity, effectiveness, adequacy or enforceability of the Financing Documents or any other documents;

(b) the financial condition of any Obligor;

(c) the performance and observance by any Obligor of its obligations under the Financing Documents or any other documents; or

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(d) the accuracy of any statements (whether written or oral) made in or in connection with any Financing Documents or any other document, and any representations or warranties implied by law are excluded.

23.5.2 Each New Lender confirms to the Existing Lender and the other Lenders that it:

(a) has made (and shall continue to make) its own independent investigation and assessment of the financial condition and affairs of each Obligor and its related entities in connection with its participation in this Agreement and has not relied exclusively on any information provided to it by the Existing Lender in connection with any Financing Documents; and

(b) will continue to make its own independent appraisal of the creditworthiness of each Obligor and its related entities whilst any amount is or may be outstanding under the Financing Documents or any Commitment is in force.

23.5.3 Nothing in any Financing Documents obliges an Existing Lender to:

(a) accept a re-assignment or re-transfer from a New Lender of any of the rights and obligations assigned or transferred under this Clause 23 (Benefit of Agreement); or

(b) support any losses directly or indirectly incurred by the New Lender by reason of the non-performance by any Obligor of its obligations under the Financing Documents or otherwise.

23.6 Procedure for transfer

23.6.1 Subject to the conditions set out in Clause 23.3 (Conditions of assignment or transfer) a transfer is effected in accordance with sub-clause 23.6.3 of this Clause 23.6 (Procedure for transfer) when the Facility Agent executes an otherwise duly completed Transfer Certificate delivered to it by the Existing Lender and the New Lender. The Facility Agent shall, subject to sub-clause 23.6.2 below of this Clause 23.6 (Procedure for transfer), as soon as reasonably practicable after receipt by it of a duly completed Transfer Certificate appearing on its face to comply with the terms of this Agreement and delivered in accordance with the terms of this Agreement, execute that Transfer Certificate.

23.6.2 The Facility Agent shall only be obliged to execute a Transfer Certificate delivered to it by the Existing Lender and the New Lender once it is satisfied it has complied with all necessary “know your customer” or other similar checks under all applicable laws and regulations in relation to the transfer to such Lender.

23.6.3 Subject to Clause 23.8 (Pro rata interest settlement), on the Transfer Date:

(a) to the extent that in the Transfer Certificate the Existing Lender seeks to transfer by novation its rights and obligations under the Financing Documents each of the Obligors and the Existing Lender shall be released from further obligations towards one another under the Financing Documents and their respective rights against one another shall be cancelled (being the “Discharged Rights and Obligations”);

(b) each of the Obligors and the New Lender shall assume obligations towards one another and/or acquire rights against one another which differ from the Discharged Rights and Obligations only insofar as that Obligor and the New Lender have assumed and/or acquired the same in place of that Borrower and the Existing Lender;

(c) the Facility Agent, the New Lender and other Lenders shall acquire the same rights and assume the same obligations between themselves as they would have acquired and assumed had the New Lender been a Lender on the date of this

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Agreement with the rights and/or obligations acquired or assumed by it as a result of the transfer and to that extent the Facility Agent and the Existing Lender shall each be released from further obligations to each other under this Agreement; and

(d) the New Lender shall become a Party as a “Lender”.

23.7 Copy of Transfer Certificate or Increase Confirmation to Parent

The Facility Agent shall, as soon as reasonably practicable after it has executed a Transfer Certificate or an Increase Confirmation, send to the Parent a copy of that Transfer Certificate or Increase Confirmation.

23.8 Pro rata interest settlement

23.8.1 If the Facility Agent has notified the Lenders that it is able to distribute interest payments on a “pro rata basis” to Existing Lenders and New Lenders then (in respect of any transfer pursuant to Clause 23.6 (Procedure for transfer) or any assignment pursuant to sub-clause 23.3.5 of Clause 23.3 (Conditions of assignment or transfer) the Transfer Date of which, in each case, is after the date of such notification and is not on the last day of an Interest Period):

(a) any interest or fees in respect of the relevant participation which are expressed to accrue by reference to the lapse of time shall continue to accrue in favour of the Existing Lender up to but excluding the Transfer Date (“Accrued Amounts”) and shall become due and payable to the Existing Lender (without further interest accruing on them) on the last day of the current Interest Period (or, if the Interest Period is longer than six months, on the next of the dates which falls at six monthly intervals after the first day of that Interest Period); and

(b) the rights assigned or transferred by the Existing Lender will not include the right to the Accrued Amounts, so that, for the avoidance of doubt:

(i) when the Accrued Amounts become payable, those Accrued Amounts will be payable to the Existing Lender; and

(ii) the amount payable to the New Lender on that date will be the amount which would, but for the application of this Clause 23.8 (Pro rata interest settlement), have been payable to it on that date, but after deduction of the Accrued Amounts.

23.8.2 In this Clause 23.8 (Pro rata interest settlement) references to “Interest Period” shall be construed to include a reference to any other period for accrual of fees.

23.8.3 An Existing Lender which retains the right to the Accrued Amounts pursuant to this Clause 23.8.1 but which does not have a Commitment shall be deemed not to be a Lender for the purposes of ascertaining whether the agreement of any specified group of Lenders has been obtained to approve any request for a consent, waiver, amendment or other vote of Lenders under the Finance Documents.

23.9 Sub-Participations

No Lender shall be required to notify any other Party of a sub-participation of its rights and interests hereunder provided that nothing in this Clause 23.9 (Sub-Participations) gives any sub-participant any rights against any Borrower or Guarantor. No Borrower shall be liable to pay any additional amounts under Clause 14.2 (Increased Costs) or Clause 15.5 (Withholdings) arising as a direct consequence of any such sub-participation.

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23.10 Security interest over Lenders’ rights

In addition to the other rights provided to Lenders under this Clause 23 (Benefit of Agreement), each Lender may without consulting with or obtaining consent from any Obligor at any time charge, assign or otherwise create a security interest in or over (whether by way of collateral or otherwise) all or any of its rights under any Financing Document to secure obligations of that Lender including, without limitation:

23.10.1 any charge, assignment or other security interest to secure obligations to a federal reserve or central bank; and

23.10.2 any charge, assignment or other security interest granted to any holders (or trustee or representatives of holders) of obligations owed, or securities issued, by that Lender as a security interest for those obligations or securities, except that no such charge, assignment or security interest shall:

23.10.3 release a Lender from any of its obligations under the Financing Documents or substitute the beneficiary of the relevant charge, assignment or security interest for the Lender as a Party to any of the Financing Documents; or

23.10.4 require any payments to be made by an Obligor or grant to any person any more extensive rights than those required to be made or granted to the relevant Lender under the Financing Documents.

23.11 The Register

The Facility Agent, acting solely for this purpose as an agent of the Obligors, shall maintain at one of its offices a copy of each assignment agreement and Transfer Certificate delivered to it and a register (the “Register”) for the recordation of the names and addresses of each Lender and the commitments of and obligations owing to each Lender. The entries in the Register shall be conclusive in the absence of manifest error and each Obligor, the Facility Agent and each Lender may treat each person whose name is recorded in the Register as a Lender notwithstanding any notice to the contrary. The Register shall be available for inspection by each Obligor at any reasonable time and from time to time upon reasonable prior notice. No assignment shall be effective unless it is recorded in the Register.

24. CONFIDENTIALITY

24.1 Confidential Information

Each Finance Party agrees to keep all Confidential Information confidential and not to disclose it to anyone, save to the extent permitted by Clause 24.2 (Disclosure of Confidential Information) and Clause 24.3 (Disclosure to numbering service providers), and to ensure that all Confidential Information is protected with security measures and a degree of care that would apply to its own confidential information.

24.2 Disclosure of Confidential Information

Any Finance Party may disclose:

24.2.1 to any of its Affiliates and Related Funds and any of its or their officers, directors, employees, professional advisers, auditors, partners and Representatives such Confidential Information as that Finance Party shall consider appropriate if any person to whom the Confidential Information is to be given pursuant to this sub-clause 24.2.1 is informed in writing of its confidential nature and that some or all of such Confidential Information may be price-sensitive information except that there shall be no such requirement to so inform if the recipient is subject to professional obligations to maintain the confidentiality of the information or is otherwise bound by requirements of confidentiality in relation to the Confidential Information;

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24.2.2 to any person:

(a) to (or through) whom it assigns or transfers (or may potentially assign or transfer) all or any of its rights and/or obligations under one or more Financing Documents or which succeeds (or which may potentially succeed) it as an Agent and, in each case, to any of that person’s Affiliates, Related Funds, Representatives and professional advisers;

(b) with (or through) whom it enters into (or may potentially enter into), whether directly or indirectly, any sub-participation in relation to, or any other transaction under which payments are to be made or may be made by reference to, one or more Financing Documents and/or one or more Obligors and to any of that person’s Affiliates, Related Funds, Representatives and professional advisers;

(c) appointed by any Finance Party or by a person to whom paragraphs (a) or (b) of sub-clause 24.2.2 above applies to receive communications, notices, information or documents delivered pursuant to the Financing Documents on its behalf (including, without limitation, any person appointed under sub-clause 19.15.2 of Clause 19.15 (Relationship with the Lenders));

(d) who invests in or otherwise finances (or may potentially invest in or otherwise finance), directly or indirectly, any transaction referred to in paragraphs (a) or (b) of sub-clause 24.2.2 above;

(e) to whom information is required or requested to be disclosed by any court of competent jurisdiction or any governmental, banking, taxation or other regulatory authority or similar body, the rules of any relevant stock exchange or pursuant to any applicable law or regulation;

(f) to whom or for whose benefit that Finance Party changes, assigns or otherwise creates a Security Interest (or may do so) pursuant to Clause 23.10 (Security interest over Lenders’ rights);

(g) to whom information is required to be disclosed in connection with, and for the purposes of, any litigation, arbitration, administrative or other investigations, proceedings or disputes;

(h) who is a Party; or

(i) with the consent of the Parent; in each case, such Confidential Information as that Finance Party shall consider appropriate if:

(i) in relation to paragraphs (a) or (b) and (c) of sub-clause 24.2.2 above, the person to whom the Confidential Information is to be given has entered into a Confidentiality Undertaking except that there shall be no requirement for a Confidentiality Undertaking if the recipient is a professional adviser and is subject to professional obligations to maintain the confidentiality of the Confidential Information;

(ii) in relation to paragraph (d) of sub-clause 24.2.2 above, the person to whom the Confidential Information is to be given has entered into a Confidentiality Undertaking or is otherwise bound by requirements of confidentiality in relation to the Confidential Information they receive and is informed that some or all of such Confidential Information may be price-sensitive information;

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(iii) in relation to paragraphs (e), (f) and (h) of sub-clause 24.2.2 above, the person to whom the Confidential Information is to be given is informed of its confidential nature and that some or all of such Confidential Information may be price-sensitive information except that there shall be no requirement to so inform if, in the opinion of that Finance Party, it is not practicable so to do in the circumstances;

24.2.3 to any person appointed by that Finance Party or by a person to whom paragraphs (a) or (b) of sub-clause 24.2.2 above applies to provide administration or settlement services in respect of one or more of the Financing Documents including without limitation, in relation to the trading of participations in respect of the Financing Documents, such Confidential Information as may be required to be disclosed to enable such service provider to provide any of the services referred to in this sub-clause 24.2.3 if the service provider to whom the Confidential Information is to be given has entered into a confidentiality agreement substantially in the form of the Loan Market Association Master Confidentiality Undertaking for Use With Administration/Settlement Service Providers or such other form of confidentiality undertaking agreed between the Parent and the relevant Finance Party;

24.2.4 to any rating agency (including its professional advisers) such Confidential Information as may be required to be disclosed to enable such rating agency to carry out its normal rating activities in relation to the Financing Documents and/or the Obligors if the rating agency to whom the Confidential Information is to be given is informed of its confidential nature and that some or all of such Confidential Information may be price-sensitive information; and

24.2.5 notwithstanding any of the provisions of the Financing Documents, the Obligors and the Finance Parties hereby agree that each Party and each employee, representative or other agent of each Party may disclose to any and all persons, without limitation of any kind, the “tax structure” and “tax treatment” (in each case within the meaning of the U.S. Treasury Regulation Section 1.6011-4) of the Facilities and any materials of any kind (including opinions or other tax analyses) that are provided to any of the foregoing relating to such tax structure and tax treatment.

24.3 Disclosure to numbering service providers

24.3.1 Any Finance Party may disclose to any national or international numbering service provider appointed by that Finance Party to provide identification numbering services in respect of this Agreement, the Facilities and/or one or more Obligors the following information:

(a) names of Obligors;

(b) country of domicile of Obligors;

(c) place of incorporation of Obligors;

(d) the date of this Agreement;

(e) Clause 26.13 (Choice of Law);

(f) the names of the Agents;

(g) date of each amendment and restatement of this Agreement;

(h) amount of Revolving Facility Total Commitments;

(i) currencies of the Facilities;

(j) type of Facilities;

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(k) ranking of Facilities;

(l) Final Maturity Date for Facilities;

(m) changes to any of the information previously supplied pursuant to sub-paragraphs (a) to (l) above; and

(n) such other information agreed between such Finance Party and the Parent, to enable such numbering service provider to provide its usual syndicated loan numbering identification services.

24.3.2 The Parties acknowledge and agree that each identification number assigned to this Agreement, the Facilities and/or one or more Obligors by a numbering service provider and the information associated with each such number may be disclosed to users of its services in accordance with the standard terms and conditions of that numbering service provider.

24.3.3 Each Obligor represents at the date of this Agreement that none of the information set out in paragraphs (a) to (l) of sub-clause 24.3.1 above is, nor will at any time be, unpublished price-sensitive information.

24.3.4 The Agent shall notify the Parent and the other Finance Parties of:

(a) the name of any numbering service provider appointed by the Agent in respect of this Agreement, the Facilities and/or one or more Obligors; and

(b) the number or, as the case may be, numbers assigned to this Agreement, the Facilities and/or one or more Obligors by such numbering service provider.

24.4 Entire agreement

This Clause 24 (Confidentiality) constitutes the entire agreement between the Parties in relation to the obligations of the Finance Parties under the Financing Documents regarding Confidential Information and supersedes any previous agreement, whether express or implied, regarding Confidential Information.

24.5 Inside information

Each of the Finance Parties acknowledges that some or all of the Confidential Information is or may be price-sensitive information and that the use of such information may be regulated or prohibited by applicable legislation including securities law relating to insider dealing and market abuse and each of the Finance Parties undertakes not to use any Confidential Information for any unlawful purpose.

24.6 Notification of disclosure

Each of the Finance Parties agrees (to the extent permitted by law and regulation) to inform the Parent:

24.6.1 of the circumstances of any disclosure of Confidential Information made pursuant to paragraph (e) of sub-clause 24.2.2 of Clause 24.2 (Disclosure of Confidential Information) except where such disclosure is made to any of the persons referred to in that sub-clause during the ordinary course of its supervisory or regulatory function; and

24.6.2 upon becoming aware that Confidential Information has been disclosed in breach of this Clause 24 (Confidentiality).

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24.7 Continuing obligations

The obligations in this Clause 24 (Confidentiality) are continuing and, in particular, shall survive and remain binding on each Finance Party for a period of twelve months from the earlier of:

24.7.1 the date on which all amounts payable by the Obligors under or in connection with the Financing Documents have been paid in full and all Commitments have been cancelled or otherwise cease to be available; and

24.7.2 the date on which such Finance Party otherwise ceases to be a Finance Party.

25. CONFIDENTIALITY OF FUNDING RATES AND REFERENCE BANK QUOTATIONS

25.1 Confidentiality and disclosure

25.1.1 The Facility Agent and each Obligor agree to keep each Funding Rate (and, in the case of the Facility Agent, each Reference Bank Quotation) confidential and not to disclose it to anyone, save to the extent permitted by sub-clause 25.1.2, 25.1.3 and 25.1.4 below.

25.1.2 The Facility Agent may disclose:

(a) any Funding Rate (but not, for the avoidance of doubt, any Reference Bank Quotation) to the relevant Borrower pursuant to Clause 9.5 (Facility Agent’s Certificate); and

(b) any Funding Rate or any Reference Bank Quotation to any person appointed by it to provide administration services in respect of one or more of the Financing Documents to the extent necessary to enable such service provider to provide those services if the service provider to whom that information is to be given has entered into a Confidentiality Undertaking.

25.1.3 The Facility Agent may disclose any Funding Rate or any Reference Bank Quotation, and each Obligor may disclose any Funding Rate, to:

(a) any of its Affiliates and any of its or their officers, directors, employees, professional advisers, auditors and partners if any person to whom that Funding Rate or Reference Bank Quotation is to be given pursuant to this paragraph (a) is informed in writing of its confidential nature and that it may be price-sensitive information except that there shall be no such requirement to so inform if the recipient is subject to professional obligations to maintain the confidentiality of that Funding Rate or Reference Bank Quotation or is otherwise bound by requirements of confidentiality in relation to it;

(b) any person to whom information is required or requested to be disclosed by any court of competent jurisdiction or any governmental, banking, taxation or other regulatory authority or similar body, the rules of any relevant stock exchange or pursuant to any applicable law or regulation if the person to whom that Funding Rate or Reference Bank Quotation is to be given is informed in writing of its confidential nature and that it may be price-sensitive information except that there shall be no requirement to so inform if, in the opinion of the Facility Agent or the relevant Obligor, as the case may be, it is not practicable to do so in the circumstances;

(c) any person to whom information is required to be disclosed in connection with, and for the purposes of, any litigation, arbitration, administrative or other investigations, proceedings or disputes if the person to whom that Funding Rate or Reference Bank Quotation is to be given is informed in writing of its

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confidential nature and that it may be price-sensitive information except that there shall be no requirement to so inform if, in the opinion of the Facility Agent or the relevant Obligor, as the case may be, it is not practicable to do so in the circumstances; and

(d) any person with the consent of the relevant Lender or Reference Bank, as the case may be.

25.1.4 The Facility Agent’s obligations in this Clause 25 (Confidentiality of Funding Rates and Reference Bank Quotations) relating to Reference Bank Quotations are without prejudice to its obligations to make notifications under Clause 9.5 (Facility Agent’s Certificate) provided that (other than pursuant to paragraph (a) of sub-clause 25.1.2 above) the Facility Agent shall not include the details of any individual Reference Bank Quotation as part of any such notification.

25.2 Other obligations

25.2.1 The Facility Agent and each Obligor acknowledge that each Funding Rate (and, in the case of the Facility Agent, each Reference Bank Quotation) is or may be price-sensitive information and that its use may be regulated or prohibited by applicable legislation including securities law relating to insider dealing and market abuse and the Facility Agent and each Obligor undertake not to use any Funding Rate or, in the case of the Facility Agent, any Reference Bank Quotation for any unlawful purpose.

25.2.2 The Facility Agent and each Obligor agree (to the extent permitted by law and regulation) to inform the relevant Lender or Reference Bank, as the case may be:

(a) of the circumstances of any disclosure made pursuant to sub-clause 25.1.3(b) above except where such disclosure is made to any of the persons referred to in that paragraph during the ordinary course of its supervisory or regulatory function; and

(b) upon becoming aware that any information has been disclosed in breach of this Clause 25 (Confidentiality of Funding Rates and Reference Bank Quotations).

26. FURTHER PROVISIONS

26.1 Evidence of Indebtedness

In any proceedings relating to this Agreement:

26.1.1 a statement as to any amount due to the Lenders under this Agreement which is certified as being correct by an officer of the Facility Agent; and

26.1.2 a statement as to any amount due to a Lender under this Agreement which is certified as being correct by an officer of the Lender, shall, unless otherwise provided in this Agreement, be prima facie evidence that such amount is in fact due and payable.

26.2 Application of Moneys

If any sum paid or recovered in respect of the liabilities of a Borrower under this Agreement is less than the amount then due, the Facility Agent may apply that sum to principal, interest, fees or any other amount due under this Agreement in such proportions and order and generally in such manner as the Majority Lenders shall determine.

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26.3 Rights Cumulative: Waivers

The rights and remedies provided in this Agreement are cumulative, may be exercised as often as is considered appropriate by the relevant Party and are not exclusive of any rights or remedies provided by law. The respective rights of the Facility Agent and the Lenders in relation to the Facilities (whether arising under this Agreement or under the general law) shall not be capable of being waived or varied otherwise than by an express waiver or variation in writing; and in particular any failure to exercise or any delay in exercising any of such rights shall not operate as a waiver or variation of that or any other such right; any defective or partial exercise of any of such rights shall not preclude any other or further exercise of that or any other such right; and no act or course of conduct or negotiation on their part or on their behalf shall in any way preclude them from exercising any such right or constitute a suspension or any variation of any such right.

26.4 Amendments

26.4.1 The Facility Agent may (except where any other authority is required for the same by the express provisions of the Financing Documents) grant waivers or consents or vary the terms of the Financing Documents if authorised by the Majority Lenders and the Obligors’ Agent. Any such waiver, consent or variation so authorised and effected by the Facility Agent shall be binding on all the Lenders and the Facility Agent shall be under no liability whatsoever in respect of any such waiver, consent or variation. Subject to subclauses 26.4.4 and 26.4.5 below, this Clause 26.4 (Amendments) shall not authorise:

(a) any change in the rate at which interest is payable or the method by which interest is calculated under this Agreement;

(b) any extension of the date for, or alteration in the amount or currency of, any payment of principal, interest, fee, commission or any other amount payable under the Financing Documents;

(c) any extension of the Final Drawing Date or the Final Maturity Date;

(d) any increase in any Lender’s Commitment;

(e) any variation of (a) the definitions of Majority Lenders or Majority Swingline Lenders; (b) Clauses 11.8.4 (Redrawing), 14.1 (Illegality), 22.2 (Pro rata Sharing), 23.1 (Assignments and transfers by Obligors), 23.2 (Assignments and transfers by the Lenders), this Clause 26.4 (Amendments), Clause 26.13 (Choice of Law) or Clause 26.14 (Submission to jurisdiction); or

(f) any release of any Guarantor except where specifically permitted elsewhere in this Agreement, any change in the nature or scope of the guarantee and indemnity granted under Clause 18 (Guarantee and Indemnity) or any variation or amendment to Clause 13.15 (Limitation on Borrowings of Subsidiaries), except with the prior consent of all the Lenders.

26.4.2 Clause 23.8.3 shall apply to this Clause 26.

26.4.3 An amendment or waiver which relates to the rights or obligations of the Agent or a Reference Bank (each in their capacity as such) may not be affected without the consent of the Agent or that Reference Bank, as the case may be.

26.4.4 If a Screen Rate Replacement Event has occurred in relation to any Screen Rate for a currency which can be selected for an Advance, any amendment or waiver which relates to:

(a) providing for the use of a Replacement Benchmark in relation to that currency in place of that Screen Rate; and

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(b)

(i) aligning any provision of any Financing Document to the use of that Replacement Benchmark;

(ii) enabling that Replacement Benchmark to be used for the calculation of interest under this Agreement (including, without limitation, any consequential changes required to enable that Replacement Benchmark to be used for the purposes of this Agreement);

(iii) implementing market conventions applicable to that Replacement Benchmark; or

(iv) providing for appropriate fallback (and market disruption) provisions for that Replacement Benchmark, may be made with the consent of the Facility Agent (acting on the instructions of the Majority Lenders) and the Obligors’ Agent.

26.4.5 In this Clause 26.4:

(a) “Relevant Nominating Body” means any applicable central bank, regulator or other supervisory authority or a group of them, or any working group or committee sponsored or chaired by, or constituted at the request of, any of them or the Financial Stability Board.

(b) “Replacement Benchmark” means a benchmark rate which is:

(i) formally designated, nominated or recommended as the replacement for a Screen Rate by:

(A) the administrator of that Screen Rate (provided that the market or economic reality that such benchmark rate measures is the same as that measured by that Screen Rate); or

(B) any Relevant Nominating Body, and if replacements have, at the relevant time, been formally designated, nominated or recommended under both paragraphs, the “Replacement Benchmark” will be the replacement under paragraph (ii) above;

(ii) in the opinion of the Majority Lenders and the Obligors’ Agent, generally accepted in the international or any relevant domestic syndicated loan markets as the appropriate successor to a Screen Rate; or

(iii) in the opinion of the Majority Lenders and the Obligors’ Agent, an appropriate successor to a Screen Rate.

(c) “Screen Rate Replacement Event” means, in relation to a Screen Rate:

(i) the methodology, formula or other means of determining that Screen Rate has, in the opinion of the Majority Lenders, and the Obligors’ Agent materially changed; or

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(ii)

(A)

(1) the administrator of that Screen Rate or its supervisor publicly announces that such administrator is insolvent; or

(2) information is published in any order, decree, notice, petition or filing, however described, of or filed with a court, tribunal, exchange, regulatory authority or similar administrative, regulatory or judicial body which reasonably confirms that the administrator of that Screen Rate is insolvent, provided that, in each case, at that time, there is no successor administrator to continue to provide that Screen Rate;

(B) the administrator of that Screen Rate publicly announces that it has ceased or will cease, to provide that Screen Rate permanently or indefinitely and, at that time, there is no successor administrator to continue to provide that Screen Rate;

(C) the supervisor of the administrator of that Screen Rate publicly announces that such Screen Rate has been or will be permanently or indefinitely discontinued; or

(D) the administrator of that Screen Rate or its supervisor announces that that Screen Rate may no longer be used;

(iii) the administrator of that Screen Rate determines that that Screen Rate should be calculated in accordance with its reduced submissions or other contingency or fallback policies or arrangements and either:

(A) the circumstance(s) or event(s) leading to such determination are not (in the opinion of the Majority Lenders and the Obligors) temporary; or

(B) that Screen Rate is calculated in accordance with any such policy or arrangement for a period no less than 10 Business Days; or

(d) in the opinion of the Majority Lenders and the Obligors’ Agent, that Screen Rate is otherwise no longer appropriate for the purposes of calculating interest under this Agreement.

26.5 Disenfranchisement of Defaulting Lenders

26.5.1 For so long as a Defaulting Lender has any Available Commitment, in ascertaining the Majority Lenders or whether any given percentage (including, for the avoidance of doubt, unanimity) of the Revolving Facility Total Commitments has been obtained to approve any request for a consent, waiver, amendment or other vote under the Financing Documents, that Defaulting Lender’s Commitments will be reduced by the amount of its Available Commitments.

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26.5.2 For the purposes of this Clause 26.5 (Disenfranchisement of Defaulting Lenders), the Facility Agent may assume that the following Lenders are Defaulting Lenders:

(a) any Lender which has notified the Facility Agent that it has become a Defaulting Lender;

(b) any Lender in relation to which it is aware that any of the events or circumstances referred to in paragraphs (a), (b) or (c) of the definition of “Defaulting Lender” has occurred, unless it has received notice to the contrary from the Lender concerned (together with any supporting evidence reasonably requested by the Facility Agent) or the Facility Agent is otherwise aware that the Lender has ceased to be a Defaulting Lender.

26.6 Replacement of a Defaulting Lender

26.6.1 The Parent may, at any time a Lender has become and continues to be a Defaulting Lender, by giving ten Business Days’ prior written notice to the Facility Agent and such Lender:

(a) replace such Lender by requiring such Lender to (and to the extent permitted by law such Lender shall) transfer pursuant to Clause 23 (Benefit of Agreement) all (and not part only) of its rights and obligations under this Agreement;

(b) require such Lender to (and to the extent permitted by law such Lender shall) transfer pursuant to Clause 23 (Benefit of Agreement) all (and not part only) of the undrawn Revolving Facility Commitment and Swingline Commitment of the Lender, to a Lender or other bank, financial institution, trust, fund or other entity (a “Replacement Lender”) selected by the Parent, and which (unless the Facility Agent is an Impaired Agent) is acceptable to the Facility Agent (acting reasonably) and which confirms its willingness to assume and does assume all the obligations or all the relevant obligations of the transferring Lender (including the assumption of the transferring Lender’s participations or unfunded participations (as the case may be) on the same basis as the transferring Lender) for a purchase price in cash payable at the time of transfer equal to the outstanding principal amount of such Lender’s participation in the outstanding Advances and all accrued interest (to the extent that the Facility Agent has not given a notification under Clause 23.8 (Pro rata interest settlement)), Break Costs and other amounts payable in relation thereto under the Financing Documents.

26.6.2 Any transfer of rights and obligations of a Defaulting Lender pursuant to this Clause 26.6 (Replacement of a Defaulting Lender) shall be subject to the following conditions:

(a) the Parent shall have no right to replace the Facility Agent;

(b) neither the Facility Agent nor the Defaulting Lender shall have any obligation to the Parent to find a Replacement Lender;

(c) the transfer must take place no later than ten days after the notice referred to in sub-clause 26.6.1 above;

(d) in no event shall the Defaulting Lender be required to pay or surrender to the Replacement Lender any of the fees received by the Defaulting Lender pursuant to the Financing Documents;

(e) the Defaulting Lender shall only be obliged to transfer its rights and obligations pursuant to sub-clause 26.6.1 above once it is satisfied that it has complied with all necessary “know your customer” or other similar checks under all applicable laws and regulations in relation to that transfer to the Replacement Lender; and

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(f) the Defaulting Lender shall not be obliged to transfer its rights and obligations pursuant to sub-clause 26.6.1 above to the extent that the transfer would result in that Lender (or its Affiliate) failing to meet the requirement set out in Clause 7.7 (Conditions of assignment or transfer).

26.7 Notices

26.7.1 Except as otherwise stated herein, any communication to be made hereunder shall be made in writing and may be made by fax or letter or, to the extent that the relevant Party has specified such address pursuant to sub-clauses 26.8.1, 26.8.2 or 26.8.3 of Clause 26.8 (Addresses) below, by e-mail, and in the case of the notification of rates of interest by the Facility Agent pursuant to Clause 9.5 (Facility Agent’s Certificate) and the distribution of any information by an Agent pursuant to Clause 19.3 (Duties of an Agent), the relevant Agent may refer any Obligor or the Lenders (whichever is appropriate) by fax or letter, or if so specified, e-mail to a website and to the location of the relevant information on such website in discharge of such notification or delivery obligation provided that:

(a) such notification or delivery obligation shall not be discharged by the relevant Agent referring a Lender or Obligor to a website if such Lender or Obligor has previously provided written notice to the Agents that it does not wish to receive notices via a website; and

(b) in relation to the notification of rates of interest pursuant to Clause 9.5 (Facility Agent’s Certificate), if any Party notifies the Facility Agent that it is unable to access such website the Facility Agent will promptly notify that Party of the relevant interest rate using an alternative method of communication permitted under this Clause 26.7 (Notices).

26.7.2 Any communication or document by means of fax or letter which becomes effective in accordance with the sub-clause above after 5:00 p.m. in the place of receipt shall be deemed only to become effective on the following Business Day.

26.7.3 Any electronic communication made between any two Parties will be effective only when actually received (or made available) in readable form and in the case of any electronic communication made by a Party to the relevant Agent only if it is addressed in such a manner as the relevant Agent shall specify for this purpose.

26.7.4 Any electronic communication which becomes effective, in accordance with sub-clause 26.7.3 above, after 5:00 p.m. in the place in which the Party to whom the relevant communication is sent or made available has its address for the purpose of this Agreement shall be deemed only to become effective on the following Business Day.

26.8 Addresses

Any such notice or other communications shall be deemed to be duly given or made when delivered (in the case of personal delivery or letter) and when despatched (in the case of fax or, if so specified, e-mail) to such Party addressed to it at its address, facsimile number or, if so specified, its e-mail address or where reference in such communication is to a website, when the delivery of such letter, fax or as the case may be, e-mail referring the addressee to such website is effective:

26.8.1 in the case of a Lender, as specified in Schedule 1 (Lenders and Commitments) or at such other address, facsimile number and/or e-mail address as such Lender may notify to the Facility Agent in writing from time to time;

26.8.2 in the case of an Obligor, as such Obligor may specify in writing to the Obligors’ Agent and the Facility Agent from time to time;

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26.8.3 in the case of the Obligors’ Agent, the Swingline Agent or the Facility Agent as follows, or as such Party may specify to all the other Parties hereto in writing from time to time:

The Obligors’ Agent

WPP PLC

Queensway House

Hilgrove Street

St Helier

Jersey

JE1 1ES

With a copy to:

Sea Containers House,

18 Upper Ground,

London SE1 9GL

Facsimile No: +44 (0)207 493 6819

Attention: Group Chief Counsel

The Facility Agent

Citibank Europe plc, UK Branch

5th Floor Citigroup Centre

Mail drop CGC2 05-65

Canary Wharf

London E14 5LB

Facsimile No: +44 (0)20 7492 3980/7076 9536

Attention: EMEA Loans Agency

The Swingline Agent

Citibank, N.A.

1615 Brett Road

OPS III

New Castle, DE 19720

Attn: Agency Operations

Phone: (302) 894-6010

Fax: (646) 274-5080

Borrower inquiries only: AgencyABTFSupport@citi.com

Borrower notifications: GlAgentOfficeOps@Citi.com

26.9 Communication when Agent is Impaired Agent

If an Agent is an Impaired Agent the Parties may, instead of communicating with each other through such Agent, communicate with each other directly and (while such Agent is an Impaired Agent) all the provisions of the Financing Documents which require communications to be made or notices to be given to or by the relevant Agent shall be varied so that communications may be made and notices given to or by the relevant Parties directly. This provision shall not operate after a replacement Agent has been appointed.

26.10 English Language

All notices or communications under or in connection with this Agreement shall be in the English language or, if in any other language, accompanied by a translation into English. In the event of any conflict between the English text and the text in any other language, the English text shall prevail.

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26.11 Invalidity of any Provision

If any of the provisions of this Agreement becomes invalid, illegal or unenforceable in any respect under any law, the validity, legality and enforceability of the remaining provisions shall not in any way be affected or impaired.

26.12 Counterparts

This Agreement may be executed in any number of counterparts, and such execution shall have the same effect as if the signatures on the counterparts were on a single copy of this Agreement.

26.13 Choice of Law

This Agreement, and any non-contractual obligations arising out of or in connection with it, are governed by, and shall be construed in accordance with, the laws of England.

26.14 Submission to jurisdiction

26.14.1

(a) For the benefit of the Finance Parties, all the parties agree that the courts of England are to have jurisdiction to settle any disputes which may arise in connection with the legal relationships established by this Agreement (including, without limitation, claims for set-off or counterclaim) or otherwise arising in connection with this Agreement or any non-contractual obligation arising out of or in connection with this Agreement.

(b) Without prejudice to paragraph (a) of sub-clause 26.14.1 above, each of the Obligors irrevocably submits to the jurisdiction of any state or federal court of the State of New York.

(c) The Obligors irrevocably waive any objections on the ground of venue or forum non conveniens or any similar grounds.

(d) The Obligors irrevocably consent to service of process by mail or in any other manner permitted by the relevant law.

26.14.2 The Obligors shall at all times maintain an agent for service of process in England and in New York (which, in the case of New York, may operate out of offices in Delaware). Such agent shall be, in the case of England, WPP Jubilee at its address at Sea Containers House, 18 Upper Ground, London, England SE1 9GL and, in the case of New York, WPP Group U.S. Finance LLC c/o Corporate Creations Network Inc., 3411 Silverside Road, Tatnall Building, Suite 104, Wilmington DE 19810 and any writ, judgment or other notice of legal process shall be sufficiently served on the Obligors if delivered to such agent at its address for the time being. The Obligors undertake not to revoke the authority of the above agents and if, for any reason, any such agent no longer serves as agent of the Obligors to receive service of process, the Obligors shall promptly appoint another such agent and advise the Facility Agent thereof. WPP Jubilee hereby accepts its appointment as agent for service of process in England and agrees to accept service of any writ, judgment or other notice of legal process on behalf of the Obligors in England.

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26.15 Waiver of Jury Trial

EACH OF THE PARTIES HERETO WAIVES TRIAL BY JURY IN ANY JUDICIAL PROCEEDING INVOLVING, DIRECTLY OR INDIRECTLY, ANY MATTER (WHETHER SOUNDING IN TORT, CONTRACT OR OTHERWISE) IN ANY WAY ARISING OUT OF, RELATED, OR CONNECTED WITH ANY OF THE FINANCING DOCUMENTS OR THE RELATIONSHIP ESTABLISHED HEREUNDER AND WHETHER ARISING OR ASSERTED BEFORE OR AFTER THE DATE HEREOF OR BEFORE OR AFTER THE PAYMENT, OBSERVANCE AND PERFORMANCE IN FULL OF SUCH PARTY’S OBLIGATIONS HEREUNDER.

26.16 USA Patriot Act

Each Lender hereby notifies each Obligor that pursuant to the requirements of the USA Patriot Act, such Lender is required to obtain, verify and record information that identifies such Obligor, which information includes the name and address of such Obligor and other information that will allow such Lender to identify such Obligor in accordance with the USA Patriot Act.

Signed by the authorised representatives of the Parties.

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SCHEDULE 1

LENDERS AND COMMITMENTS

PART I

THE REVOLVING FACILITY LENDERS

Name of Lender	Commitment (in U.S. Dollars)		Treaty Passport scheme reference number		Jurisdiction of tax residence(if applicable)
Bank of America, N.A., London Branch		188,333,334		13/B/7418/DTTP		USA
Barclays Bank PLC		188,333,334		N/A		N/A
BNP Paribas, London Branch		188,333,334		N/A		N/A
Citibank, N.A., London Branch		188,333,334		N/A		N/A
Commerzbank AG, London Branch		188,333,333		N/A		N/A
Goldman Sachs Bank USA		188,333,333		13/G/351779/DTTP		USA
HSBC Bank plc		188,333,333		N/A		N/A
ING Bank N.V., London Branch		188,333,333		N/A		N/A
JPMorgan Chase Bank, N.A., London Branch		188,333,333		13/M/0268710/DTTP		USA
National Westminster Bank Plc		188,333,333		N/A		N/A
Sumitomo Mitsui Banking Corporation, London Branch		188,333,333		N/A		Japan
Wells Fargo Bank N.A., London Branch		188,333,333		12/W/356771/DTTP		USA
Danske Bank A/S, London Branch		80,000,000		N/A		N/A
Intesa Sanpaolo S.p.A.		80,000,000		N/A		N/A
Nordea Bank Abp, filial i Sverige		80,000,000		N/A		N/A
Total		2,500,000,000

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PART II

THE SWINGLINE LENDERS

Name of Swingline Lender	Swingline Commitment (in U.S. Dollars)		Treaty Passport scheme reference number		Jurisdiction of tax residence (if applicable)
Bank of America, N.A.		100,000,000		13/B/7418/DTTP		USA
Barclays Bank PLC		100,000,000		N/A		N/A
BNP Paribas, London Branch		100,000,000		N/A		N/A
Citibank N.A.		100,000,000		N/A		N/A
Commerzbank AG, London Branch		100,000,000		N/A		N/A
Goldman Sachs Bank USA		100,000,000		13/G/351779/DTTP		USA
HSBC Bank plc		100,000,000		N/A		N/A
ING Bank N.V., Dublin Branch		100,000,000		1/I/70193/DTTP		Netherlands
JPMorgan Chase Bank, N.A.		100,000,000		13/M/0268710/DTTP		USA
National Westminster Bank Plc		100,000,000		N/A		N/A
Sumitomo Mitsui Banking Corporation		100,000,000		N/A		Japan
Wells Fargo Bank N.A., London Branch		100,000,000		12/W/356771/DTTP		USA
Total		1,200,000,000

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SCHEDULE 2

REQUESTS

PART I

REQUEST IN RESPECT OF ADVANCES (OTHER THAN SWINGLINE ADVANCES)

To: [*the Facility Agent] Date: [*                     ], 20 [*    ]

Dear Sirs,

$2,500,000,000 Revolving Facility Agreement

dated [●] 2019 (as amended and restated from time to time) (the “Agreement”)

Drawing Number: [*                            ]

1. We refer to Clause 5 (Utilisation of the Revolving Facility) of the Agreement. Terms defined in the Agreement have the same meanings in this Request.

2. We wish to borrow Revolving Facility Advances with the following specifications:

(a) Borrower: [*                            ]

(b) Drawing Date: [*                            ] 20[*    ]

(c) Currency: [*                            ]

(d) Amount: [*                            ]

(e) Interest Period: [*                            ]

(f) Payment Instructions: [*                            ]

3. We confirm that [the matters represented and warranted by each Borrower and each Guarantor set out in Clause 12.2 (After Signing) of the Agreement are true and accurate on the date of this Request as if made with reference to the facts and circumstances now prevailing and that no Event of Default or Potential Event of Default has occurred and is continuing or would result from the Revolving Facility Advance]/[no Event of Default has occurred and is continuing or would result from the Revolving Facility Advance]**.

4. [This Advance is to be made in [whole]/[part] for the purpose of refinancing [identify maturing Advance]/[The proceeds of this Advance should be credited to [account]].

Yours faithfully,

[Authorised Signatory]

for and on behalf of

[Obligors’ Agent]

** The confirmation in Option 1 is required for all Revolving Facility Advances other than a rollover utilisation (as defined in Clause 4.3 (Conditions to each Utilisation of the Facilities). Option 2 is required for rollover utilisations.

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PART II

SWINGLINE ADVANCE REQUEST

From: [Borrower]

To: The Swingline Agent (as defined in the Agreement (as defined below))

Dated:

Dear Sirs

WPP PLC - $2,500,000,000 Revolving Facility Agreement dated [●] 2019 (the “Agreement”)

1. We wish to borrow a Swingline Advance on the following terms:

Proposed Drawing Date:	[●] (or, if that is not a New York Business Day, the next New York Business Day)
Facility to be utilised:	Swingline Facility
Amount:	$[●] or, if less, the Available Swingline Facility
Interest Period:	[●]

2. We confirm that each condition specified in Clause 6.4 (Swingline Lenders’ participation) of the Agreement is satisfied on the date of this Request.

3. The proceeds of this Swingline Advance should be credited to [account].

4. This Request is irrevocable.

Yours faithfully

authorised signatory for

[Obligors’ Agent]

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SCHEDULE 3

CERTIFICATE

[Letterhead of Borrower or Guarantor]

To: [*the Facility Agent]

WPP PLC - $2,500,000,000 Revolving Facility Agreement dated [●] 2019 (the “Agreement”)

I [*name], the [Secretary] of [*name of Borrower/Guarantor] of [*address] (the “Company”)

HEREBY CERTIFY that:

1. attached hereto marked “A” are true and correct copies of [the memorandum of association, articles of association and the certificate of incorporation/articles of incorporation]/[by-laws and certificate of good standing/certificate of status/certificate of compliance] of the Company;

2. attached hereto marked “B” is a true and correct copy of [resolutions duly passed] at [a meeting of the Board of Directors] of the Company duly convened and held on [●] 20[* ] approving the revolving credit facility agreement to be entered into between, amongst others, the Company and Citibank Europe plc, UK Branch as agent and authorising its signature, delivery and performance and such resolutions have not been amended, modified or revoked and are in full force and effect;

3. [attached hereto marked [“C1” and “C2”] are true and correct copies of the acceptance by [each of] the agent in [England and New York] of their [respective] appointments as agent of the Company for the purpose of accepting service of process;]

4. [attached hereto marked [“D”] is a true and correct copy of a resolution signed by all the holders of the issued shares of the Company, approving the terms of, and the transactions contemplated by, the Financing Documents to which the Company is a party;]/[[in respect of an Additional Guarantor] attached hereto marked [“D”] is a true and correct copy of a resolution signed by all the holders of the issued shares of the Company, approving the terms of, and the transactions contemplated by, the Financing Documents to which the Company is a party;] and

5. each copy document relating to the Company specified in [Clause 4.1 (Conditions to the Facilities)]/[Clause 4.2 (Conditions for Additional and Substitute Obligors)] of the Agreement is correct, complete and in full force and effect as at a date no earlier than the date of the [Agreement]/[Accession Notice (as defined in the Agreement) delivered by the Company pursuant to Clause 3.7 (Accession of Additional Obligors) of the Agreement]/[Novation Agreement (as defined in the Agreement) delivered by the Company pursuant to Clause 3.9 (Substitution of Borrower)].

The following signatures are the true signatures of the persons who have been authorised to sign the [Agreement]/[Accession Notice]/[Novation Agreement] referred to in paragraph 5 above and to give notices and communications, including (in the case of [an additional] Borrower) notices of drawing, under or in connection with the Agreement.

Name	Position	Signature
[●]	[●]
[●]	[●]*
[●]	[●]

Signed:
	[Secretary]

-107-

SCHEDULE 4

FORM OF ACCESSION NOTICE

To: [the Facility Agent]

WPP PLC - $2,500,000,000 Revolving Facility Agreement dated [●] 2019 (as amended and restated from time to time) (the “Agreement”)

1. We refer to the Agreement. Terms defined in the Agreement shall bear the same meaning herein.

2. We hereby give you notice that we wish [proposed additional Borrower/Guarantor] of [address, fax number], a company incorporated in [*                             ] to become a [Borrower]/[Guarantor] under the terms of the Agreement.

3. We hereby confirm that [proposed additional Borrower is a wholly-owned Subsidiary]/ [proposed additional Guarantor is a Subsidiary].

4. As contemplated by the provisions of the Agreement we, [[proposed additional Borrower], shall accordingly become entitled to make Requests under the Agreement in accordance with the terms and conditions thereof and undertake with each Finance Party and the Parent to be bound by the terms and conditions of the Agreement insofar as such terms and conditions apply to an additional Borrower]/[[proposed additional Guarantor], undertake with each Finance Party and the Parent to be bound by the terms and conditions of the Agreement insofar as such terms and conditions apply to an additional Guarantor].

5. We, [proposed additional Borrower/Guarantor], confirm that at [                ] the representations set out in paragraph [*                ] of Clause 12.2 (After Signing) of the Agreement would be true (to the extent that such representations can relate to any [additional Borrower]/[additional Guarantor]) if repeated by reference to ourselves instead of the Parent and [each Borrower]/[each Guarantor] and we, as the Obligors’ Agent, confirm that, at [●] the representations set out in Clause 12.2 (After Signing) of the Agreement are true and no Event of Default or Potential Event of Default has occurred and is continuing.

6. The Obligors’ Agent (as agent for itself and for each of the Borrowers and the Guarantors) confirms that Clause 18 (Guarantee and Indemnity) of the Agreement shall apply to the obligations of the [additional Borrower]/[additional Guarantor] under the Agreement.

7. We enclose in respect of [proposed additional Borrower/Guarantor] the certificate set out in Schedule 3 (Certificate) of the Agreement.

8. This accession notice and any non-contractual obligations arising out of or in connection with it are governed by English law.

Yours faithfully
for and on behalf of	for and on behalf of
[additional Borrower]/[additional Guarantor*]	[Obligors’ Agent]
[*Executed as a DEED in the case of an additional Guarantor]

-108-

SCHEDULE 5

NOTICE OF PROPOSED SUBSTITUTION

To: [the Facility Agent]

WPP PLC - $2,500,000,000 Revolving Facility Agreement

dated [●] 2019 (the “Agreement”)

Attention:

[Date]

Pursuant to Clause 3.9 (Substitution of Borrowers) of the Agreement, we hereby give you notice of the following proposed substitution of a Borrower in relation to the Advances mentioned below:

1. Existing Borrower: [*                                     ]

2. Proposed Substitute Borrower: [*                             ]

3. Proposed date for substitution: [*                            ]

4. Drawing Date or date of utilisation of relevant Advance: [*                        ]

5. Utilisation of Advances: [*                        ]

6. Currency of Advance: [                     ]

Yours faithfully,

[Authorised Signatory]

For and on behalf of

[Obligors’ Agent]

* must be at least fourteen days after the date upon which the Facility Agent will receive this Notice.

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SCHEDULE 6

FORM OF NOVATION AGREEMENT

A NOVATION AGREEMENT dated [                ]

BETWEEN:

(1) [                                         ] (the “Original Borrower”);

(2) [                                         ] (the “Substitute Borrower”);

(3) WPP plc on behalf of itself and each other Borrower and Guarantor (as such capitalised terms are defined in the Agreement referred to below) (the “Obligors’ Agent”);

(4) [                ] as facility agent (the “Facility Agent”) on behalf of itself and the Lenders (as defined in the Agreement referred to below); is supplemental to the revolving facility agreement dated [●] entered into between amongst others, WPP PLC as parent and Citibank Europe plc, UK Branch as facility agent (the “ Agreement”).

IT IS AGREED:

1. NOVATION

In consideration of a payment made by the Original Borrower to the Substitute Borrower and the release of the Original Borrower from its obligations and liabilities (actual or contingent) specified in the Schedule hereto under the Agreement and with effect on and from [                 ] (the “Effective Date”) the Substitute Borrower hereby undertakes to observe and perform all the obligations and liabilities (actual or contingent) of the Original Borrower under the Agreement in respect of the Advances specified in the Schedule (including any such obligations or liabilities as may have accrued or become due in respect thereof prior to the Effective Date).

2. INTEGRATION

This Novation Agreement shall be read as one with the Agreement so that any reference therein to “this Agreement”, “hereunder” and similar shall include and be deemed to include this Novation Agreement.

3. REPRESENTATIONS AND WARRANTIES

The Substitute Borrower represents and warrants to each Finance Party on [●] in the terms of the representations and warranties contained in Clause 12.2 (After Signing) of the Agreement (with reference to the facts and circumstances subsisting as at such date).

4. CONTINUING LIABILITY

The Obligors’ Agent on behalf of itself and each other Obligor acknowledges and confirms that its obligations under Clause 18 (Guarantee and Indemnity) of the Agreement apply to the obligations and liabilities assumed by the Substitute Borrower hereunder.

5. GOVERNING LAW

This Novation Agreement and any non-contractual obligations arising out of or in connection with it are governed by English law.

-110-

SCHEDULE

[

    ]

IN WITNESS whereof the parties hereto have caused this Novation Agreement to be duly executed on the date first written above.

For and on behalf of
[The Original Borrower]

For and on behalf of
[The Substitute Borrower]

For and on behalf of each Guarantor,
each Borrower and the Obligors’ Agent

For and on behalf of the Facility Agent for and on behalf of each Finance Party

-111-

SCHEDULE 7

FORM OF TRANSFER CERTIFICATE

To:     [*the Facility Agent]

Transfer Certificate

WPP PLC - $2,500,000,000 Revolving Facility Agreement

dated [●] 2019 (the “Agreement”)

Terms defined in the Agreement have the same meanings herein.

1. [Existing Lender] (the “Existing Lender”) (a) confirms that to the extent that details appear in the Schedule hereto against, as the case may be, the heading “Existing Lender’s Commitment” and/or “Existing Lender’s Participation”, such details accurately summarise, as the case may be, its commitment and/or participation in the Facilit[y/ies] and (b) requests [New Lender] (the “New Lender”) to accept and procure the transfer to the New Lender of the portion specified in the Schedule of, as the case may be, its commitment and/or participation in the Facilit[y/ies] by counter-signing and delivering this Transfer Certificate to the Facility Agent at its address for the service of notices specified in the Agreement.

2. The New Lender hereby requests the Facility Agent to accept this Transfer Certificate as being delivered to the Facility Agent pursuant to and for the purposes of Clause 23.6 (Procedure for transfer) of the Agreement so as to take effect in accordance with the terms thereof on [date of transfer].

3. The New Lender confirms that it has received a copy of the Agreement together with such other documents and information as it has required in connection with this transaction and that it has not relied and will not hereafter rely on the Existing Lender to check or enquire on its behalf into the execution, validity, enforceability, effectiveness, adequacy, accuracy or completeness of any such documents or information and further agrees that it has not relied and will not rely on the Existing Lender to assess or keep under review on its behalf the financial condition, credit worthiness, affairs, status or nature of the Borrowers or of any other Party to the Agreement.

4. The New Lender hereby undertakes with the Existing Lender and each of the other parties to the Agreement that it will perform in accordance with their terms all those obligations which by the terms of the Agreement will be assumed by it after delivery of this Transfer Certificate to the Facility Agent and satisfaction of the conditions (if any) subject to which this Transfer Certificate is expressed to take effect.

5. The Existing Lender makes no representation or warranty and assumes no responsibility with respect to the execution, validity, enforceability, effectiveness or adequacy of the Agreement or any document relating thereto and assumes no responsibility for the financial condition of any Obligor or any other Party to the Agreement or for the performance and observance by any Obligor or any other such party of any of its obligations under the Agreement or any document relating thereto and any and all such conditions and warranties, whether express or implied by law or otherwise, are hereby excluded.

6. The Existing Lender hereby gives notice to the New Lender (and the New Lender hereby acknowledges and agrees with the Existing Lender) that the Existing Lender is under no obligation to purchase (or in any other manner to assume, undertake or discharge any obligation or liability in relation to) the portion transferred and referred to in the Schedule at any time after this Transfer Certificate shall have taken effect.

-112-

7. Following the date upon which this Transfer Certificate shall have taken effect, without limiting the provisions hereof, each of the New Lender and the Existing Lender hereby acknowledges and confirms to the other that in relation to the portion transferred and referred to in the Schedule variations, amendments or alterations to any of the terms of any of the Agreement and the Financing Documents arising in connection with any renegotiation or rescheduling of the obligations hereunder shall apply to and be binding on the New Lender alone.

8. This Transfer Certificate, any non-contractual obligations arising out of or in connection with it, and the rights and obligations of the parties hereunder shall be governed by and construed in accordance with English law.

9. This Transfer Certificate is accepted as a Transfer Certificate for the purposes of the Agreement by the Facility Agent and the Transfer Date is confirmed as [●].

10. [The New Lender confirms that the person beneficially entitled to interest payable to that Lender in respect of an Advance under a Financing Document is either:

(a) a company resident in the United Kingdom for United Kingdom tax purposes;

(b) a partnership each member of which is:

(i) a company so resident in the United Kingdom; or

(ii) a company not so resident in the United Kingdom which carries on a trade in the United Kingdom through a permanent establishment and which brings into account in computing its chargeable profits (within the meaning of section 19 of the CTA) the whole of any share of interest payable in respect of that advance that falls to it by reason of Part 17 of the CTA; or

(c) a company not so resident in the United Kingdom which carries on a trade in the United Kingdom through a permanent establishment and which brings into account interest payable in respect of that advance in computing the chargeable profits (within the meaning of section 19 of the CTA) of that company.]¹

11. [The New Lender confirms that it holds a passport under the HMRC DT Treaty Passport scheme (reference number [    ]) and is tax resident in [    ]², so that interest payable to it by borrowers is generally subject to full exemption from UK withholding tax, and requests that the Parent notify:

(a) each Borrower which is a Party as a Borrower as at the Transfer Date; and

(b) each Borrower which becomes an Additional Obligor after the Transfer Date, that it wishes that scheme to apply to the Agreement.]³

¹  Include if New Lender comes within paragraph (b) of the definition of UK Qualifying Lender in Clause 1.1 (Definitions).

²  Insert jurisdiction of tax residence.

³  Include if New Lender holds a passport under the HMRC DT Treaty Passport scheme and wishes that scheme to apply to the Agreement.

-113-

THE SCHEDULE

Existing Lender’s Commitment		Portion Transferred
Existing Lender’s Participation
Amount	Term	Portion Transferred
[Existing Lender]		[New Lender]
		Address:
By:		By:
Date:		Date:

[Authorised Signatory]

For and on behalf of

Facility Agent

-114-

SCHEDULE 8

FORM OF INCREASE CONFIRMATION

WPP PLC - $2,500,000,000 Revolving Facility Agreement dated [●] 2019 (the “Agreement”)

To:	[●] as Facility Agent and [●] as Parent, for and on behalf of each Obligor
From:	[the Increase Lender] (the “Increase Lender”)
Dated:

We refer to the Agreement. This is an Increase Confirmation. Terms defined in the Agreement have the same meaning in this Increase Confirmation unless given a different meaning in this Increase Confirmation.

1. We refer to Clause 2.2 (Increase) of the Agreement.

2. The Increase Lender agrees to assume and will assume all of the obligations corresponding to the Commitment specified in the Schedule (the “Relevant Commitment”) as if it was a Lender on the date of this Agreement under the Agreement in respect of the Relevant Commitment.

3. The proposed date on which the increase in relation to the Increase Lender and the Relevant Commitment is to take effect (the “Increase Date”) is [●].

4. On the Increase Date, the Increase Lender becomes party to the Financing Documents as a Lender.

5. The Facility Office and address, fax number and attention details for notices to the Increase Lender for the purposes of Clause 26.8 (Addresses) of the Agreement are set out in the Schedule.

6. The Increase Lender expressly acknowledges the limitations on the Lenders’ obligations referred to in sub-paragraph 2.2.6 of Clause 2.2 (Increase) of the Agreement.

7. This Increase Confirmation may be executed in any number of counterparts and this has the same effect as if the signatures on the counterparts were on a single copy of this Increase Confirmation.

8. This Increase Confirmation, and any non-contractual obligations arising out of or in connection with it, are governed by English law.

9. This Increase Confirmation has been entered into on the date stated at the beginning of this Increase Confirmation.

10. [The Increase Lender confirms that the person beneficially entitled to interest payable to that Lender in respect of an Advance under a Financing Document is either:

(a) a company resident in the United Kingdom for United Kingdom tax purposes;

(b) a partnership each member of which is:

(i) a company so resident in the United Kingdom; or

(ii) a company not so resident in the United Kingdom which carries on a trade in the United Kingdom through a permanent establishment and which brings into account in computing its chargeable profits (within the meaning of section 19 of the CTA) the whole of any share of interest payable in respect of that advance that falls to it by reason of Part 17 of the CTA; or

(c) a company not so resident in the United Kingdom which carries on a trade in the United Kingdom through a permanent establishment and which brings into account interest payable in respect of that advance in computing the chargeable profits (within the meaning of section 19 of the CTA) of that company.]⁴

⁴  Include if New Lender comes within paragraph (b) of the definition of UK Qualifying Lender in Clause 1.1 (Definitions).

-115-

11. [The Increase Lender confirms that it holds a passport under the HMRC DT Treaty Passport scheme (reference number [    ]) and is tax resident in [    ]⁵, so that interest payable to it by borrowers is generally subject to full exemption from UK withholding tax, and requests that the Parent notify:

(a) each Borrower which is a Party as a Borrower as at the Increase Date; and

(b) each Borrower which becomes an Additional Obligor after the Increase Date, that it wishes that scheme to apply to the Agreement.]⁶

12. This Increase Confirmation may be executed in any number of counterparts and this has the same effect as if the signatures on the counterparts were on a single copy of this Increase Confirmation.

13. This Increase Confirmation and any non-contractual obligations arising out of or in connection with it are governed by English Law.

14. This Increase Confirmation has been entered into on the date stated at the beginning of this Increase Confirmation.

⁵  Insert jurisdiction of tax residence.

⁶  Include if New Lender holds a passport under the HMRC DT Treaty Passport scheme and wishes that scheme to apply to the Agreement.

-116-

THE SCHEDULE

Relevant Commitment/rights and obligations to be assumed by the Increase Lender

[insert relevant details]

[Facility office address, fax number and attention details for notices and account details for payments]

[Increase Lender]

By:

This Increase Confirmation is accepted as an Increase Confirmation for the purposes of the Agreement by the Facility Agent and the Increase Date is confirmed as [    ].

Facility Agent

By:

-117-

SCHEDULE 9

FORM OF RESIGNATION LETTER

WPP PLC - $2,500,000,000 Revolving Facility Agreement dated [●] 2019 (the “Agreement”)

To: [                 ] as Facility Agent

From: [Parent] and [resigning Borrower]

Dated:

Dear Sirs

1. We refer to the Agreement. This is a Resignation Letter. Terms defined in the Agreement have the same meaning in this Resignation Letter unless given a different meaning in this Resignation Letter.

2. Pursuant to Clause 3.8 (Removal of Borrowers) of the Agreement, we request that [resigning Borrower] be released from its obligations as a Borrower under the Agreement.

3. We confirm that:

(a) No Event of Default or Potential Event of Default is continuing or would result from the acceptance of this request; and

(b) such Borrower is under no actual or contingent obligations as a Borrower under any Financing Document.

4. This Resignation Letter and any non-contractual obligations arising out of or in connection with it are governed by English law.

[Parent]	[resigning Borrower]
By:	By:

Agreed and acknowledged by:

Citibank Europe plc, UK Branch

as Facility Agent

By:

Date:

-118-

SIGNATORIES

The Parent

WPP PLC

By:  

The Borrowers

WPP CP LLC

By:  

WPP FINANCE CO. LIMITED

By:  

WPP CP FINANCE PLC

By:  

The Guarantors

WPP PLC

By:  

WPP JUBILEE LIMITED

By:  

WPP 2005 LIMITED

By:  

The Facility Agent

CITIBANK EUROPE PLC, UK Branch

By:

The Swingline Agent

CITIBANK, N.A.

By:	Richard Rivera
Title:	Vice President

The Mandated Lead Arrangers

BANK OF AMERICA MERRILL LYNCH INTERNATIONAL DESIGNATED ACTIVITY

COMPANY

By:	/s/ Anwesha Tapadar
	Anwesha Tapadar, VP
BARCLAYS BANK PLC
By:	/s/ Roger Cosby
	Roger Cosby Director

BNP PARIBAS
By:	/s/ D.J. Reynolds	/s/ Leone Mckinley
	D.J. Reynolds Banker	Leone Mckinley RM

CITIGROUP GLOBAL MARKETS LIMITED
By:	/s/ Lucy Devlin
	Lucy Devlin Director
COMMERZBANK AG, LONDON BRANCH
By:

GOLDMAN SACHS BANK USA
By:	/s/ Colette Pithie
	Colette Pithie
	Authorised Signatory
HSBC BANK PLC
By:	/s/ J Mortimer
	J Mortimer

ING BANK N.V., LONDON BRANCH
By:	/s/ Martijn Bruins	/s/ Martin Riordan
	Martijn Bruins Managing Director	Martin Riordan Managing Director

J.P. MORGAN SECURITIES PLC
By:	/s/ Laurence Manessian
	Laurence Manessian
	Executive Director
NATIONAL WESTMINSTER BANK PLC
By:

SUMITOMO MITSUI BANKING CORPORATION, LONDON BRANCH

By:	/s/ Martin Kennedy	/s/ Haruhisa Okamoto
	Martin Kennedy Managing Director	Haruhisa Okamoto Managing Director

WELLS FARGO BANK N.A., LONDON BRANCH

By:	/s/ Martin Collard
	Martin Collard

DANSKE BANK A/S
By:	/s/ Gary Smith	/s/ A. Mande ville
	Gary Smith	A. Mande ville

INTESA SANPAOLO S.P.A
By:		/s/ Michele Andricciola
		Michele Andricciola

NORDEA BANK ABP, FILIAL I SVERIGE
By:	/s/ Ulf kålbäck
	Ulf kålbäck	[Illegible]

The Lenders

BANK OF AMERICA N.A., LONDON BRANCH

By:	/s/ Khairul Islam
	Khairul Islam
	Vice President

BANK OF AMERICA, N.A.
(for Swingline Advances)
By:	/s/ Kathleen Negri
	Kathleen Negri
	Assistant Vice President

BARCLAYS BANK PLC
By:	/s/ Roger Cosby
	Roger Cosby
	Director

BNP PARIBAS, LONDON BRANCH
By:	/s/ D.J. Reynolds	/s/ Leone MCkinley
	D.J. Reynolds	Leone MCkinley
	Banker	RM

CITIBANK, N.A., LONDON BRANCH
By:	/s/ Lucy Devlin
	Lucy Devlin
	Director

CITIBANK, N.A.
(for Swingline Advances)
By:	/s/ Lucy Devlin
	Lucy Devlin
	Director

COMMERZBANK AG, LONDON BRANCH
By:

GOLDMAN SACHS BANK USA

By:	/s/ Colette Pithie
	Colette Pithie Authorised Signatory

HSBC BANK PLC

By:	/s/ J Mortimer
	J Mortimer

ING BANK N.V., LONDON BRANCH

By:	/s/ Martijn Bruins	/s/ Martin Riordan
	Martijn Bruins	Martin Riordan
	Managing Director	Managing Director

ING BANK N.V., DUBLIN BRANCH

(for Swingline Advances)

By:	/s/ Sean Hassett	/s/ Pádraig Matthews
	Sean Hassett	Pádraig Matthews
	Director	Director

JPMORGAN CHASE BANK, N.A., LONDON BRANCH

By:	/s/ Laurence Manessian
	Laurence Manessian Executive Director

JPMORGAN CHASE BANK, N.A.

(for Swingline Advances)

By:	/s/ Laurence Manessian
	Laurence Manessian
	Executive Director

NATIONAL WESTMINSTER BANK PLC

By:  

SUMITOMO MITSUI BANKING CORPORATION, LONDON BRANCH

By:	/s/ Martin Kennedy	/s/ Haruhisa Okamoto
	Martin Kennedy	Haruhisa Okamoto
	Managing Director	Managing Director

SUMITOMO MITSUI BANKING CORPORATION

(for Swingline Advances)

By:	/s/ Martin Kennedy	/s/ Haruhisa Okamoto
	Martin Kennedy	Haruhisa Okamoto
	Managing Director	Managing Director

WELLS FARGO BANK N.A., LONDON BRANCH

By:	/s/ Martin Collard
	Martin Collard

DANSKE BANK A/S, LONDON BRANCH

By:	/s/ Anthony Fisher	/s/ Gary Smith
	Anthony Fisher	Gary Smith

INTESA SANPAOLO S.p.A.

By:		/s/ Michele Andricciola
		Michele Andricciola

NORDEA BANK ABP, FILIAL I SVERIGE

By:	/s/ Ulf kålbäck
	Ulf kålbäck	[Illegible]

EX-4.26

Exhibit 4.26

3 September 2018

CEO Contract

SERVICE AGREEMENT

3 SEPTEMBER 2018

WPP 2005 LIMITED

and

MARK READ

CONTENTS

Clause		Page
1.	Interpretation	3
2.	Commencement of Appointment	3
3.	Executive’s Duties	4
4.	Place of Work	5
5.	Working Hours	5
6.	Remuneration	5
7.	Expenses	6
8.	Pensions	6
9.	Insurances	7
10.	Sickness Absence	8
11.	Holidays	8
12.	Other Interests	8
13.	Confidential Information	9
14.	Intellectual Property	10
15.	Termination of Employment	11
16.	Garden Leave	13
17.	Office as a Director	14
18.	Protective Covenants	15
19.	Data Protection	15
20.	Grievance and Disciplinary Procedure	15
21.	Collective Agreements	15
22.	General	15
Signatories		16
Schedule
1.	Power of Attorney	17
2.	Incentive Plans	18
3.	Protective Covenants	20

THIS AGREEMENT is made on 3 September 2018

BETWEEN:

(1) WPP 2005 LIMITED (registered number 01003653) whose registered office is at 27 Farm Street London W1J 5RJ (the Company); and

(2) MARK READ of 12 Elm Park Road London SW3 6BB (the Executive).

IT IS AGREED as follows:

1. INTERPRETATION

1.1 In this Agreement:

Appointment means the employment of the Executive by the Company on and subject to the terms of this Agreement;

Board means the board of directors of the Company or any committee of the board duly appointed for the purpose in question, from time to time;

Financial Year means the Company’s financial year ending on 31 December each year;

Group means the Company, any holding company of the Company, and any holding company of the holding company from time to time, together with any subsidiary of the Company or its holding company or the holding company of its holding company, and Group Company means any one of them;

holding company and subsidiary shall, as the context so permits, have the meaning given by section 1159 of the Companies Act 2006 or under relevant applicable laws in Jersey;

Recognised Investment Exchange means a relevant EEA market as defined in, or a market established under, the rules of any investment exchange specified in schedule 3 to the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005;

Compensation Committee means the committee of non-executive directors as appointed by the Board of WPP plc from time to time for the purposes of determining the Company’s policy on executive remuneration;

Termination Date means the date on which the Appointment terminates for whatever reason; and

UK Listing Authority means the FCA, acting in its capacity as the competent authority for the purposes of part VI of the Financial Services and Markets Act 2000.

1.2 A reference to a particular law is a reference to it as it is in force for the time being, taking account of any amendment, extension or re-enactment, and includes any subordinate legislation for the time being in force made under it.

1.3 The headings in this Agreement are for convenience only and do not affect its interpretation.

2. COMMENCEMENT OF APPOINTMENT

2.1 The Appointment will begin on 3 September 2018. The Executive’s previous employment with the Company counts towards the Executive’s period of continuous employment, which accordingly began on 2 September 2002.

3

2.2 The Appointment may be terminated in accordance with clause 15 (or in furtherance of any right either party may have at common law).

3. EXECUTIVE’S DUTIES

3.1 The Executive shall serve the Company as Chief Executive Officer and as an Executive Director of WPP plc, and/or in such other capacity or capacities, within the Group as the Company may reasonably require from time to time, but subject always to it being consistent with his status, skills and experience.

3.2 During the Appointment the Executive shall:

(a) diligently exercise such powers and perform such duties as may from time to time be assigned to him by the Board;

(b) accept any offices or directorships as reasonably required by the Company;

(c) use his best endeavours to promote, protect, develop and extend the business of the Company and any Group Company;

(d) comply with all reasonable and lawful directions given to him by the Board of WPP plc;

(e) comply with all policies and procedures of the Company and/or the Group. The Executive’s attention is drawn, in particular, but without limitation, to the Company’s data protection, anti-bribery and corruption and expenses policies and the WPP Code of Conduct;

(f) comply with all requirements, recommendations or regulations of any regulatory authority which is relevant to the Executive’s role and/or to the Company or any relevant Group Company;

(g) promptly make such reports to the Board in connection with the affairs of the Company or any Group Company on such matters and at such times as are reasonably required;

(h) report to the Board his own wrongdoing and any wrongdoing or proposed wrongdoing of any other employee who reports to him or a director of the Company or any Group Company, to the extent he has first-hand knowledge of such wrongdoing or proposed wrongdoing by such employee or director, promptly on becoming aware of it;

(i) comply with the articles of association (as amended from time to time) of any Group Company of which he is a director;

(j) abide by all statutory, fiduciary or common law duties to the Company or any Group Company of which he is a director;

(k) do such things as are necessary to ensure compliance by himself and the Company or any relevant Group Company with the UK Corporate Governance Code of the UK Listing Authority (as amended from time to time);

(I) comply with all requirements, recommendations or regulations, as amended from time to time, of the UK Listing Authority, the Market Abuse Regulation (596/2014/EU), the FCA and all other regulatory authorities relevant to the Company or any Group Company and any code of practice issued by the Company (as amended from time to time) relating to dealing in the securities of the Company or any Group Company; and

(m) comply with the requirements under both legislation and regulations on insider dealing.

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4. PLACE OF WORK

4.1 The Executive’s normal place of work shall be the Company’s head office in the UK from time to time as the Company may reasonably determine, for the proper performance of his duties. The Executive shall travel to such places (inside and) outside the UK as may be required in order to properly perform his duties, in particular, to the USA. In connection therewith, the Executive is likely from time to time to be required to work outside the UK for periods exceeding one month.

4.2 There are currently no additional terms which apply where the Executive is required to work outside the UK for a period exceeding one month, but the Company reserves the right to issue such terms, and any such terms will be notified to the Executive.

5. WORKING HOURS

5.1 The parties agree that the Executive’s role and senior status are such that the Executive will determine the whole of his working time himself and his working time cannot be measured or pre-determined and, accordingly, that the Appointment falls within the scope of Regulation 20 of the Working Time Regulations 1998, meaning that the restrictions on working time set out in the Working Time Regulations do not apply to him.

5.2 During the Appointment, unless prevented by ill-health or accident and except during holiday taken in accordance with clause 11, the Executive shall devote the whole of his time, skill and attention during normal business hours, and at such other times as may be reasonably necessary (without additional remuneration), to his duties under this Agreement.

6. REMUNERATION

6.1 The Company will pay the Executive a salary of £975,000 and a fixed benefits allowance of £35,000 per annum. The salary (and so far as is reasonably possible) the benefits allowance will accrue from day to day and be payable in equal instalments in arrears on or around the 25th day of every month, less deductions for income tax and National Insurance contributions and shall be inclusive of any fees receivable by the Executive as a director of any Group Company.

6.2 The Executive’s salary will be reviewed by the Compensation Committee bi-annually. There will be no salary review after notice to terminate this Agreement has been given by either party. The Company has no obligation to increase the Executive’s salary following a review.

6.3 The Executive will be eligible to participate in any bonus or discretionary remuneration plan on such terms as the Compensation Committee may from time to time decide and always subject to the terms of the Executive Remuneration policy as approved by shareholders of WPP plc and to additional terms and conditions including the malus and clawback provisions of all relevant share or stock plans and as referred to in Schedule 2.

6.4 Any bonus payment to the Executive shall be purely discretionary and shall not form part of the Executive’s contractual remuneration under this Agreement. Payment of a bonus to the Executive in one year shall confer no right on the Executive to receive a bonus in any other year. Specifically, but without limitation, the Executive shall have no right to be considered for, or payment of, a bonus where the Executive is subject to, or may about to be subject to, an on going investigation or disciplinary process into facts or matters which could lead to such bonus being forfeited, or reduced and in all events if the Appointment has terminated for any reason or if he is under notice of termination whether given by the Executive or the Company at or prior to the date when a bonus might otherwise have been payable. For the avoidance of doubt, if the Executive is exonerated of

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any of the allegations made during any such disciplinary process or if any investigation does not result in any material action against the Executive, he will (once the disciplinary process or investigation is concluded) have the right to be considered for a bonus as if there had been no such investigation or disciplinary process. If any bonus becomes payable in such circumstances it will be paid without delay following the conclusion of the disciplinary process or investigation.

6.5 Any bonus payable in respect of the 2018 Financial Year will be calculated on a time prorated basis to reflect the time split of the 2018 Financial Year during which the Executive has commenced his duties hereunder and also reflecting the contribution he has made in his previous role as Joint Chief Operating Officer (1 January 2018 to 16 April 2018) until the date of this Agreement.

6.6 The Executive hereby irrevocably consents to the Company, at any time during the Appointment or on its termination (however arising), deducting from salary or any other payments due to the Executive in respect of the Appointment any monies due from him to the Company or any Group Company.

6.7 The Executive agrees that every benefit arising out of or in connection with his employment whilst he remains a director is subject to change (including detrimental change without compensation) where any particular benefit paid, or otherwise owing or becoming payable to him in the future, breaches or may breach the terms of the shareholder approved Executive Compensation Policy at any time.

7. EXPENSES

The Company will reimburse the Executive (on production of such evidence as it may reasonably require) the amount of all travelling and other expenses properly and reasonably incurred by him in the discharge of his duties in strict accordance with the Company’s expenses policy from time to time.

8. PENSION

8.1 The Company operates a Group pension plan (the Plan). The Executive is entitled to participate in the Plan (or such pension scheme as may be established by the Company to replace the Plan), subject to its trust deeds and rules from time to time. The Executive has opted out of the Plan. Whilst his status remains so, he will receive in lieu the annual sum of 20% of his current salary less Employers’ national insurance contributions, paid monthly in instalments, together with his salary.

8.2 The Company reserves the right to terminate the Plan at any time without replacing it. In this event, and assuming he is, or has been, a member, the Executive’s rights (if any) will be in accordance with the said trust deeds and rules.

8.3 The Executive intends to apply for Fixed Protection 2016. The Company acknowledges that once the Executive has informed the Company that he has Fixed Protection 2016, under Regulation 5D of the Occupational and Personal Pension Schemes (Automatic Enrolment) Regulations 2010 it does not need to automatically-enrol or automatically re-enrol the Executive into a pension scheme. The Company therefore agrees not to enrol the Executive in the Plan or any other pension scheme at any time after the Executive has informed the Company that he has Fixed Protection 2016,

The Company agrees in the meantime that it will not enrol the Executive into the Plan or any other pension scheme unless it is compelled to do so by law or the parties agree in writing otherwise. If the Company is compelled to enrol the Executive into the Plan or another pension scheme under law, or the Executive opts to join the Plan or any other pension scheme the Executive acknowledges and agrees that:

(a) the Company has no liability to him if payment of any contribution to, or the provision of any benefit under, the Plan (whether by itself or when aggregated with any contribution to or any increase in value of the Executive’s rights under any other arrangement) gives rise to an

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annual allowance or lifetime allowance charge (within the meaning of the Finance Act 2004) and that the Company has no responsibility to make any enquiry or advise the Executive as to the possibility of any such charge;

(b) he is liable for reporting and paying any such charge in accordance with the Finance Act 2004; and

(c) the Company has no liability to him in respect of any loss for any reason of enhanced protection, fixed protection, fixed protection 2014, fixed protection 2016 or any similar protection allowed in future (for the purposes of the Finance Act 2004) if applicable to the Executive.

9. INSURANCES

9.1 In partial spend of the fixed benefits allowance referred to in sub-clause 6.1, the Executive and his spouse or civil partner and any children under the age of 21 (or 24 if in full time education) are entitled to membership of a private medical insurance scheme.

9.2 The Executive is entitled to membership of a Group income protection plan and life assurance cover, which will be paid for by the Company.

9.3 Participation in all insurance schemes from time to time is subject to:

(a) the terms of the relevant insurance scheme, as amended from time to time;

(b) the rules or the insurance policy of the relevant insurance provider, or WPP Healthcare Trust as amended from time to time; and

(c) the Executive (and where relevant any other potential beneficiary) satisfying the normal underwriting requirements of the relevant insurance provider and the premium being at a rate which the Company considers reasonable.

9.4 If the insurer refuses for any reason to provide the benefit to the Executive (or any relevant dependant) the Company shall not be liable to provide to the Executive any replacement benefit of the same or similar kind or to pay any compensation in lieu of such benefit. Full details of the insurance schemes are available from the Company’s Worldwide Compensation and Benefits Director.

9.5 For the avoidance of doubt, the Company’s sole obligations in respect of the insurance benefits referred to in sub clause 9.1 and 9.2 is to pay the premia from time to time requested by the provider and to pay to the Executive any sums as may from time to time be received by the Company from the provider in respect of any claim made by the Executive (for him or a dependent) under any insurance scheme.

9.6 The Company shall have the right at its sole discretion to alter the cover provided or any term of any insurance scheme or to cease to provide (without replacement) any insurance scheme or cover at any time.

9.7 The Executive is entitled to the benefit of any indemnity in the Company’s articles of association and may also entitled to the benefit of cover under such directors and officers liability insurance policy as may be maintained by the Company from time to time.

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10. SICKNESS ABSENCE

10.1 If the Executive cannot attend work due to sickness or injury, the Executive will keep the Chairman informed of his condition and, where the absence lasts for a period of seven calendar days or more, the Executive will (at the request of the Company) produce a doctor’s certificate to the Company in respect of his absence.

(a) Provided the Executive complies with the Company’s sickness absence notification and certification requirements, the Executive shall be entitled to receive his full salary and contractual benefits during any period of sickness absence not exceeding 26 weeks in any rolling period of 12 months. These payments shall be inclusive of any Statutory Sick Pay due. No payment of salary will be made during any subsequent period of absence when the Executive is eligible to receive benefits under the Group income protection plan referred to in sub clause 9.2.

10.2 If the Company so reasonably requires, the Executive agrees to consent to a medical examination by a medical practitioner nominated by the Company, at the Company’s expense. The Executive agrees that the Company may have access to reports and results produced in connection with any such examination and that it may discuss the contents of the report with the relevant medical practitioner, subject to the Executive being given the opportunity to review and comment on the report before it is disclosed to anyone within the Company.

10.3 If the Executive is absent due to illness for more than one month, the Board shall be entitled at any time thereafter to appoint an executive director or employee to perform the Executive’s duties and to exercise his powers until the Executive is able to resume his duties, following which such substitute will cease to act in the Executive’s role.

10.4 The Company reserves the right to terminate the Appointment under the terms of this Agreement even when this would or might cause the Executive to forfeit any entitlement to sick pay or Group income protection benefit.

11. HOLIDAYS

11.1 The Company’s holiday year runs from 1 January to 31 December (the Holiday Year). The Executive is entitled to 30 days’ paid holiday in addition to the usual public or bank holidays in England) in every Holiday Year, to be taken at times convenient to the Company.

11.2 No accrued but untaken holiday may be carried forward to the next holiday year and will lapse unless the Executive has been prevented from taking holiday due to sickness or statutory family leave to which he is or may be entitled further to Company policy from time to time.

11.3 The Company reserves the right to require the Executive to take any outstanding holiday during any period of notice of termination of employment or to make a payment in lieu of holiday outstanding at the Termination Date. If, at the Termination Date, the Executive has taken more holiday than he has accrued, the Executive hereby expressly consents to the Company deducting an appropriate amount from any payments otherwise due him. Deductions and payments in lieu of holiday are to be calculated on the basis that a day’s holiday is equal to 1/260 of the Executive’s basic salary.

12. OTHER INTERESTS

During the Appointment, the Executive may not accept any employment with or appointment to any office, whether paid or unpaid, in relation to anybody, whether corporate or not (other than a Group Company), or directly or indirectly be interested in any manner in any other business except:

(a) as holder or beneficial owner (for investment purposes only) of any class of securities in a company if those securities are listed or dealt in on a Recognised Investment Exchange and

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the Executive (together with his spouse, children, parents and parents’ issue) neither holds nor is beneficially interested in more than 1% of the securities of that class; or

(b) with the consent in writing of the Company, which may be given subject to any terms which the Company requires.

13. CONFIDENTIAL INFORMATION

13.1 In this clause 13, Confidential Information means information (whether or not recorded in documentary form, or stored on any magnetic or optical disk or memory) relating, without limitation, to the business, clients, customers, products, affairs and finances of the Company or any Group Company for the time being confidential to the Company or any Group Company or in relation to which the Company or any Group Company is subject to a duty of confidentiality and trade secrets including, without limitation, technical data and know-how relating to the business of the Company or any Group Company or of any persons having dealings with the Company or any Group Company, whether or not such information (if it is not in oral form) is marked confidential, and includes, without limitation:

(a) existing and prospective activities of the Company or any Group Company, including timing, business plans and financial information;

(b) existing and prospective terms of business, prices and pricing strategies and structures, profit margins, trading arrangements, discounts and rebates of the Company or any Group Company;

(c) existing and prospective marketing information, plans, strategies, tactics and timing relating to the Company or any Group Company;

(d) existing and prospective lists of suppliers and rates of charge relating to the Company or any Group Company;

(e) existing and prospective financial and other products or services, including applications, designs, technical data and qualifications relating to the Company or any Group Company;

(f) existing and prospective software applications relating to the Company or any Group Company;

(g) information relating to existing and prospective officers, employees and consultants of the Company or any Group Company including their engagement, their contractual terms including commission and bonuses and information relating to the termination of their employment or appointment with the Company or any Group Company;

(h) any disputes and litigation proposed, in progress or settled in relation to the Company or any Group Company;

(i) any invention, technical data, know-how or other manufacturing information of the Group or its customers/clients; and

(j) existing and prospective research and development activities.

13.2 The Executive must not make use of or divulge to any person or entity, and must use his best endeavours to prevent the unauthorised use, publication or disclosure of, any Confidential Information which is disclosed or made available to the Executive, either directly or indirectly, during the course of, or in connection with, the Executive’s employment or his holding any office within the Group from any source within the Company or any Group Company and shall be under an obligation promptly to report to the Group any such unauthorised use or disclosure which comes to his knowledge.

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13.3 This clause 13 does not apply to information which:

(a) is used or disclosed in the proper performance of the Executive’s duties or with the prior written consent of the Company or any Group Company;

(b) is ordered to be disclosed by a court of competent jurisdiction or otherwise required to be disclosed by law;

(c) is already in the public domain (other than as a result of unauthorised disclosure by the Executive or any other person); or

(d) is already lawfully possessed by the Executive without any obligations of confidentiality or restrictions on use.

13.4 The Executive shall not, during the Appointment or at any time thereafter, make, except for the benefit of the Company or any Group Company, any copy, record or memorandum (whether or not recorded in writing or on computer disk or tape) of any Confidential Information and any such copy, record or memorandum made by the Executive during the Appointment shall be and remain the property of the Company and accordingly shall be returned by the Executive to the Company on the Termination Date or when required to do so by the Company.

13.5 The Executive shall not other than in the ordinary course of the Appointment without the prior written consent of the Board either directly or indirectly publish any opinion, fact or material or deliver any lecture or address or participate in the making of any film, radio broadcast or television transmission or communicate with any representative of the media or any third party relating to:

(a) the business or affairs of the Company or of any other Group Company or to any of its or their officers, employees, customers, clients, suppliers, distributors, agents or shareholders; or

(b) the development or exploitation of any Intellectual Property Rights, including Confidential Information.

13.6 Each of the restrictions in each sub clause above will be enforceable independently of each of the others and its validity will not be affected if any of the others are invalid. If any of those restrictions are void but would be valid if some part of the restriction were deleted, the restriction in question will apply with such modification as may be necessary to make it valid.

13.7 For the avoidance of doubt, nothing in this Agreement precludes the Executive from making a protected disclosure within the meaning of Part 4A (Protected Disclosures) of the Employment Rights Act 1996.

14. INTELLECTUAL PROPERTY

14.1 For the purposes of this Agreement, the following definitions shall apply:

(a) Intellectual Property Rights means: (i) copyrights, moral rights, patents, inventions, know-how, Confidential Information, database rights, brands, business names, domain names, and rights in trademarks, service marks and designs (whether registered or unregistered); (ii) applications for registration, and the right to apply for registration, and registrations for any of the same, and any renewals, reissues, extensions, continuations or divisions thereof; (iii) rights to use such assets listed in subparagraphs (i) and (ii) under licences, consents, orders, statutes or otherwise; and (iv) all other intellectual property rights and equivalent or similar forms of protection now or hereafter existing anywhere in the world.

(b) IP Materials means all documents, software, photographic or graphic works of any type, and other materials in any medium or format which are created by or on behalf of the Executive in the course of performing his obligations under this Agreement and which are protected by or relate to Intellectual Property Rights.

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14.2 Any Intellectual Property Rights created by the Executive or arising in the course of his employment or his performing his obligations under this Agreement shall belong to and vest in the Company.

14.3 To the extent that ownership of Intellectual Property Rights does not vest in the Company by operation of law, the Executive hereby assigns to the Company his entire right, title and interest in all Intellectual Property Rights which arise in the course of performing his obligations under this Agreement (including all present and future copyright, and copyright revivals and extensions). This assignment shall take effect upon the creation of each of the Intellectual Property Rights but if for any reason this does not occur, he agrees that he will hold all such Intellectual Property Rights on trust for the benefit of the Company until such time as it does.

14.4 The Executive agrees to sign all documents and to do all other acts which the Company requests (at its expense) to enable the Company to enjoy the full benefit of this clause 14. This includes joining in any application, which may be made in the Company’s sole name for registration of any Intellectual Property Rights (such as a patent, trademark or registered design), and assisting the Company in defending and enforcing such rights during and after the employment (at the Company’s expense).

14.5 Without prejudice to the generality of clause 13 (Confidential Information), the Executive may only use the Intellectual Property Rights and IP Materials to perform his obligations under this Agreement, and shall not disclose any Intellectual Property Rights or IP Materials to any third party without the express prior written consent of the Company.

14.6 The Executive waives all moral rights in IP Materials to which he may otherwise be entitled under the law of any relevant jurisdiction and which cannot be vested or assigned pursuant to sub clause 14.2 or 14.3. To the extent that any moral rights cannot be waived under the laws of any relevant jurisdiction, the Executive agrees that he will not enforce such rights.

14.7 The Executive shall promptly transfer to the Company all IP Materials in his possession or under his control as at the Termination Date, or at any time when the Company requests. No copies or other record of any IP Materials may be retained by the Executive except with the prior written consent of the Company.

14.8 The Executive understands and accepts that the remuneration and benefits provided to him by the Company in accordance with this Agreement constitute sufficient consideration to the Executive for the performance of his obligations under this clause 14 including, for the avoidance of doubt, the waiver of or covenant not to assert any moral rights that he may have.

14.9 This clause 14, and the rights and obligations of the parties contained herein, shall survive expiry of this Agreement, or its termination, for any reason.

15. TERMINATION OF EMPLOYMENT

15.1 The Appointment may be terminated by either party giving the other at least 12 months’ notice in writing.

15.2 The Company may in its sole and absolute discretion (whether or not any notice of termination has been given under sub clause 15.1) terminate this Agreement at any time and with immediate effect by giving notice in writing to the Executive that the Company is exercising its rights pursuant to this clause 15. If the Company elects to terminate the Executive’s employment in this way, it will make, within 30 days, either the first instalment (of equal monthly instalments) of a, or an entire, payment in lieu of notice (Payment in Lieu) equal to the basic salary, benefit allowance and any benefits, as at the Termination Date, which the Executive would have been entitled to receive under this Agreement during the notice period referred to at sub clause 15.1 (or, if notice has already been given, during the remainder of the notice period), less all relevant deductions for income tax and National

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Insurance contributions. For the avoidance of doubt, the Payment in Lieu shall not include any element in relation to:

(a) any bonus or discretionary payment(s) that might otherwise have been due during the period for which the Payment in Lieu is made; and

(b) any payment in respect of any holiday entitlement that would have accrued during the period for which the Payment in Lieu is made.

15.3 The Company may pay any sums due under sub clause 15.2 in equal monthly instalments until the date on which the notice period referred to at sub clause 15.1 would have expired if notice had been given (the Payment Period).

15.4 The Payment in Lieu is at all times conditional on the Executive informing the Company immediately in the event that he receives, or has a right to receive, remuneration from any source in respect of his employment or the provision of his services during the Payment Period or relating to the Payment Period (remuneration shall include any salary, fee or other benefit).

15.5 If the Executive obtains alternative employment or an alternative engagement during the Payment Period any further monthly instalments of the Payment in Lieu will be reduced on a pro rata basis by any payment or remuneration in respect of such alternative employment or alternative engagement during the Payment Period or relating to the Payment Period.

15.6 The Executive shall have no right to receive a Payment in Lieu unless the Company has exercised its discretion in sub clause 15.2.

15.7 Nothing in this clause 15 shall prevent the Company from terminating the Appointment in breach of contract or of common law.

15.8 If the Executive:

(a) in the reasonable opinion of the Board fails or neglects efficiently and diligently to discharge his duties, including, without limitation his duties under Chapter 2 of part 10 of the Companies Act 2006, or is guilty of any serious or repeated material breach of his obligations under this Agreement and, if that material breach is remediable, fails to remedy the breach within a period of 21 days after being notified in writing to do so;

(b) is guilty of any fraud, dishonesty, serious misconduct or any other conduct which, in the reasonable opinion of the Board, brings or is likely to bring the Executive or the Company or any Group Company into disrepute or affects or is likely to affect prejudicially the interests of the Company or the Group;

(c) is convicted of an arrestable offence (other than a road traffic offence for which a non-custodial penalty is imposed);

(d) is guilty of any material breach or material non-observance of any code of conduct, requirement, rule or regulation referred to in sub clause 3.2;

(e) becomes bankrupt or makes any arrangement or composition with his creditors;

(f) is prohibited from being a director by law;

(g) resigns as a director without the Company’s prior consent;

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(h) has become physically or mentally incapable of acting as a director and may remain so for more than six months, according to a written opinion issued in relation to the Executive to the Company from a registered medical practitioner who is treating the Executive; or

(i) is not or ceases to be eligible to work in the UK,

the Company may by written notice to the Executive terminate this Agreement with immediate effect.

15.9 The Company’s rights under clause 15.8 are without prejudice to any other rights that it might have at common law to terminate the Appointment or to accept any breach of this Agreement by the Executive as having brought the agreement to an end. Any delay by the Company in exercising its rights shall not constitute a waiver thereof.

15.10 On the Termination Date or, at the request of the Board on either party giving notice to terminate this Agreement, the Executive will immediately:

(a) deliver to the Company all other property in his possession, custody or under his control belonging to any Group Company including (but not limited to) computers and any other electronic devices, business cards, credit and charge cards, security passes, original and copy documents or other media on which information is held in his possession relating to the business or affairs of any Group Company; and

(b) to the extent possible, irretrievably delete (without keeping any copies in any format) any information relating to the business or affairs of the Company or any Group Company or any of its or their business contacts from any computer or communications systems, including any website or email account, owned or used by the Executive outside the Company’s premises and notify the Company of any passwords the Executive used in relation to its computer system.

15.11 If the Executive’s rights or benefits under any share option or share incentive scheme in which the Executive may participate (as set out at the date hereof in Schedule 2) are affected by the termination of the Employment, his rights will be determined solely in accordance with the rules of the relevant scheme and the Executive shall not be entitled to any compensation for the loss of any rights or benefits under such scheme.

15.12 If the Appointment is terminated for the purpose of the reconstruction or amalgamation of the Company or by reason of the Company transferring all or a substantial part of its business to another company and the Executive is offered employment by the reconstructed or amalgamated or transferee company on similar terms to the terms of this Agreement, the Executive will have no claim against the Company or such reconstructed or amalgamated or transferee company in respect of the termination of the Appointment.

16. GARDEN LEAVE

16.1 Following service of notice to terminate the Appointment by either party or if the Executive purports to terminate the Appointment in breach, the Board may suspend all or any of the Executive’s duties and powers for such periods and on such terms as he considers expedient and this may include a term that:

(a) the Executive must stay away from all or any of the Company’s premises, and/or

(b) will not be provided with any work, and/or

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(c) will have no business contact with all or any of the Group’s agents, employees, customers, clients, distributors and suppliers, and/or

(d) will have no access to the Company’s communications systems.

(referred to as Garden Leave).

16.2 During any period of Garden Leave the Company will continue to pay the Executive’s salary, benefits allowance and maintain the benefits to which he is contractually entitled prior to the commencement of his Garden Leave (for the avoidance of doubt the Executive shall not be entitled to any bonus or discretionary payment(s) during any period of Garden Leave).

16.3 During any period of Garden Leave may appoint a replacement to exercise any of the Executive’s duties and responsibilities and may require the Executive to take such actions as he reasonably requires to effect a proper handover of any of his duties and responsibilities. Alternatively, the Company may require the Executive to carry out exceptional duties or special projects outside the normal scope of his duties and responsibilities (provided such projects are broadly commensurate with his status).

16.4 During any period of Garden Leave the Executive’s employment will continue and the Executive will continue to be bound by his obligations under this Agreement and by his general duties of fidelity and good faith (and, where applicable, as a fiduciary). The Executive agrees that the Company may, if it so chooses, announce to third parties that the Executive has resigned or been given notice (as the case may be) but the Executive will not make any comment on his status or change of duties, except to confirm he is on garden leave.

17. OFFICE AS A DIRECTOR

17.1 Any office or directorship which the Executive holds in any Group Company is subject to the articles of association of the relevant company from time to time.

17.2 The Executive is required to familiarise himself with all his responsibilities as a director, legal and/or otherwise.

17.3 Upon termination of this Agreement, or on the Board’s request, the Executive will resign from any office held by him in any Group Company without any claim for compensation.

17.4 The Executive shall, at the time of signing this Agreement, appoint the Company as his attorney by executing a Power of Attorney in the form set out in Schedule 1 so that the Company can give effect to the provisions of sub clause 17.3 above and clause 14 above as required.

17.5 In the event that the Executive fails to be re-elected as a director of any Group Company, or if the Executive resigns as a director of any Group Company at the Company’s request, this Agreement shall not automatically terminate and the Executive will continue as an employee of the Company unless and until either party elect to terminate the employment (either in accordance with clause 15.1, or where the Company may have a right to terminate his employment summarily under clause 15 or at common law).

17.6 The Executive must not resign from any directorship or office of any Group Company, except on termination of this Agreement (by either party), on the Board’s request or as provided in the articles of association of the Company, and he must not do anything that would cause him to be disqualified from continuing to act as a director.

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18. PROTECTIVE COVENANTS

18.1 The Executive acknowledges that his senior position with the Company and any Group Company gives him access to and the benefit of confidential information vital to the continuing business of the Company and any Group Company and influence over and connection with the Company’s customers, clients, suppliers, distributors, agents, employees, workers, consultants and directors and those of any Group Company in or with which the Executive is engaged or in contact and acknowledges and agrees that the provisions in Schedule 3 are reasonable in their application to him and necessary but no more than sufficient to protect the interests of the Company and any Group Company.

18.2 If any person offers to the Executive any arrangement, contractual or otherwise, and whether paid or unpaid, which might or would cause the Executive to breach any of the covenants in Schedule 3, he will notify that person of the terms of that Schedule 3 and provide that person with a complete copy of it.

19. DATA PROTECTION

19.1 The Company takes its data protection obligations very seriously and complies with its legal obligations under the General Data Protection Regulation and the Data Protection Act 2018 to protect the privacy and security of the Executive’s personal information. As a data controller the Company is required to inform the Executive how we hold and use his information.

20. GRIEVANCE AND DISCIPLINARY PROCEDURE

20.1 If the Executive is dissatisfied with any disciplinary decision relating to him, including any decision to dismiss him, he will have the right to appeal to the Chairman, whose decision will be final.

20.2 If the Executive seeks to redress any grievance relating to his employment, the Executive should raise this in the first instance with the Chairman. If the matter is not satisfactorily resolved, the Executive should then apply in writing to the Board and the Board’s decision will be final.

20.3 The Company may suspend the Executive from any or all of his duties for as long as is reasonably necessary to investigate any matter in which the Executive is implicated or involved, whether directly or indirectly, or in the event that the Company believes that the Executive’s presence in the office would be detrimental to any investigation or to other employees or to the Executive. The provisions of clause 16.1 (a) to (d) and 16.2 will apply during any such period of suspension, with any additional terms depending on the circumstances that may be notified to the Executive in writing at that time.

21. COLLECTIVE AGREEMENTS

The Company is not a party to any collective agreement which affects the Executive’s employment.

22. GENERAL

22.1 This Agreement is governed by and construed in accordance with English law, save where provided otherwise herein.

22.2 The parties irrevocably agree that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim that arises out of or in connection with this Agreement or its subject matter or formation (including non-contractual disputes or claims).

22.3 This Agreement contains all the information which is required to be provided to the Executive under section 1 of the Employment Rights Act 1996.

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22.4 As from the effective date of this Agreement, all other agreements or arrangements between the Company or any Group Company relating to the employment of the Executive cease to have effect. This Agreement (and the documents referred to within it, including but not limited to the share plans that the Executive participates in from time to time) comprises the whole agreement between the Executive and the Company relating to the Executive’s employment by the Company.

22.5 Each Group Company shall have the right under the Contracts (Rights of Third Parties) Act 1999 to enforce the rights bestowed on it by this Agreement. The consent of a Group Company is not required to amend any terms of this Agreement. Except as set out in this clause 22, a person who is not a party to this Agreement may not enforce any of its provisions under the Contracts (Rights of Third Parties) Act 1999.

22.6 This Agreement may be executed in any number of counterparts, each of which, when executed, shall constitute a duplicate original, but all the counterparts shall together constitute the one agreement.

AS WITNESS the hands of the Executive and of the duly authorised representatives of the Company on the date which appears first on page 1.

SIGNATORIES
SIGNED by WPP 2005 LIMITED acting by a duly appointed attorney Roberto Quarta	)	/s/ Roberto Quarta
SIGNED by MARK READ	)	/s/ Mark Read

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SCHEDULE 1

POWER OF ATTORNEY

By this Power of Attorney made on 3 September 2018, I MARK READ of 12 Elm Park Road London SW3 6BB in accordance with the terms of my service agreement (the Service Agreement) with WPP 2005 Limited (the Company) dated today HEREBY APPOINT the Company to act as my attorney with authority in my name and on my behalf (so that words and expressions defined in the Service Agreement shall have the same meaning herein):

(a) during my employment or after it has terminated, to do anything and sign or execute any document and generally to use my name for the purpose of giving to the Company or to any Group Company or its or their nominee(s) the full benefit of clause 14 (Intellectual Property);

(b) during my employment or after it has terminated, to do anything and sign or execute any document as may be required under the constitution of the Company and each Group Company to make my resignation as a director from those companies effective; and

(c) to appoint any substitute and to delegate to that substitute all or any powers conferred by this Power of Attorney.

I declare that this Power of Attorney, having been given by me to secure my obligations under clause 14 (Intellectual Property) and clause 15 (Termination of Employment) of the Service Agreement, shall be irrevocable in accordance with section 4 of the Powers of Attorney Act 1971.

This Power of Attorney is governed by and construed in accordance with English law, save where provided otherwise herein.

The parties irrevocably agree that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim that arises out of or in connection with this Power of Attorney or its subject matter or formation (including non-contractual disputes or claims).

IN WITNESS whereof this Power of Attorney has been duly executed.

EXECUTED as a deed by MARK READ	)
	)	/s/ Mark Read
in the presence of:	)

Witness:
Signature:	/s/ Andrea Harris
Name:	ANDREA HARRIS
Address:	27 FARM STREET
	LONDON
	W1J 5RJ

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SCHEDULE 2

INCENTIVE PLANS

The Executive will be eligible to participate in each of the Incentive plans referred to below in accordance with the rules of the relevant plans from time to time.

The receipt of any bonus, award, stock or payment under any or all of these plans in one year shall not create any right or expectation to any bonus or payment in any subsequent year.

1 SHORT TERM INCENTIVE PLAN (STIP)

1.1 The Executive’s STIP target award will be up to 125% of base salary with a potential award of up to a maximum of 250% of basic salary depending how far the target may be exceeded.

1.2 All payments under the STIP are discretionary and subject to the approval of the Compensation Committee.

1.3 STIP awards are paid out partly in cash and partly in the form of a deferred stock award under the ESA, the exact split from time to time being a matter of Compensation Committee discretion. The cash element under the STIP is payable in the year following the year for which the bonus is payable. The deferred stock element will be governed by the rules of the relevant stock plan.

1.4 In the event the Executive’s employment is terminated or he is under notice of termination, whether such notice is given or received by the Company, prior to the date on which the bonus is paid (in respect of the cash element) or prior to the vesting date of the deferred stock award (in respect of the deferred stock element) the Executive will forfeit all and any rights or entitlements under the STIP and will not have any rights against the Company and/or WPP Plc in respect of the loss of such entitlement.

2 EXECUTIVE SHARE AWARD (ESA)

2.1 The Executive will be eligible to receive Executive Share Awards (ESA) further to his STIP awards.

2.2 Annual targets, based on the financial results of the Company will be determined by WPP Plc. ESAs are granted in form of awards (if any) made after the end of the relevant calendar year, under the relevant stock plan and are subject to such conditions as the Compensation Committee may determine from time to time. All ESAs are subject to the overriding discretion of the Compensation Committee up to the point at which the award under the relevant stock plan is granted. Currently the ESA share vesting period is three years from the start of the Financial Year to which the relevant ESA award relates.

2.3 The granting and vesting of stock awards will be subject to such conditions as the Compensation Committee may determine from time to time and subject always to the provisions of the relevant stock plan.

3 EXECUTIVE PERFORMANCE SHARE PLAN (EPSP)

3.1 At the discretion of the Compensation Committee, the Executive will be eligible to participate in the Executive Performance Share Plan.

3.2 The Company currently expects that the Executive will be granted a target award under the EPSP of WPP plc stock of 350% of his base salary (but this is subject always to the discretion of the Compensation Committee and may be adjusted downwards prior to the grant being made) which will vest subject to performance (as deemed by the Compensation Committee in its discretion) approximately 5.25 years after the start of the performance period.

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3.3 The granting and vesting of awards under the EPSP will be subject to such conditions as the Compensation Committee may determine from time to time and subject always to the provisions of the EPSP.

4 PERFORMANCE ADJUSTMENTS

4.1 If the Executive:

(a) commits an act of fraud, dishonesty, deceit, breach of fiduciary duty or other gross misconduct;

(b) does or omits to do something that results in a set of audited accounts of a Group Company being materially wrong or misleading; and either

(i) those accounts have to be materially corrected; or

(ii) a subsequent set of accounts or data have to be adjusted or include a provision or write down as a result of that act or omission; or

(iii) a liquidation event occurs in relation to that Group Company; or

(c) knew or should have known that any information used to calculate any STIP awarded to him was incorrect; or

(d) prior to the award or payment of any STIP award, committed any material wrongdoing that had the Company known of it would have entitled the Company to terminate the Executive’s employment in accordance with clause 15 of the Agreement,

then the Compensation Committee can decide that: (i) any STIP award or part of a STIP award awarded to him pursuant to this Agreement will be cancelled; and/or (ii) any STIP award or part of a STIP award paid to him in satisfaction of any STIP award under this Agreement must be repaid by the Executive.

4.2 This sub-clause 4.2 applies if, at any time prior to the third anniversary of the payment of any STIP awarded pursuant to this Agreement, the Compensation Committee determines that any of the circumstances described in sub-clauses 4.1(a) to 4.1(d) has arisen.

4.3 If sub-clause 4.2 applies, the Compensation Committee can decide that the relevant STlP award or part of the STIP award will be cancelled, or should not have been paid and must be repaid by the Executive to compensate the Company for any overpayment.

4.4 Subject to sub-clause 4.5 the Executive will, if required to do so by the Compensation Committee, repay to the Company or to another Group Company as notified by the Company the amount of cash that the Compensation Committee determines is required to compensate the Company for any overpayment.

4.5 If the Executive was subject to tax, social security contributions or other levies (Taxes) on payment of the STIP award, and in the Compensation Committee’s reasonable opinion he will not get a credit or repayment of some or all of the Taxes, the Compensation Committee will reduce the amount of cash that the Executive can be required to transfer under sub-clause 4.4 by the amount that reflects the Taxes in respect of which credit or repayment is unavailable.

4.6 The Compensation Committee will act reasonably in using its authority under sub-clauses 4.1 to 4.5 of this Schedule 2.

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SCHEDULE 3

PROTECTIVE COVENANTS

1 The Executive agrees and undertakes with the Company acting on behalf of itself and as agent for each Group Company that he will not in any Relevant Capacity at any time during the Restricted Period:

(a) within or in relation to the Restricted Territory take any steps preparatory to or be directly or indirectly engaged, employed, interested or concerned in:

(i) any Competing Business; and/or

(ii) any Target Business Entity,

(b) within or in relation to the Restricted Territory acquire a substantial or controlling interest directly or by or through any nominee or nominees in any Competing Business, Target Business Entity or in any Person owning or controlling a Competing Business or Target Business Entity; or

(c) solicit or attempt to solicit, canvass, interfere with or entice away from the Company or any Relevant Group Company the custom or any prospective custom of any Client or any Prospect with a view to providing to that Client or Prospect any products or services which are the same as or materially similar to any Restricted Business in competition with the Company or any Relevant Group Company; or

(d) provide or agree to provide any products or services which are the same as or materially similar to any Restricted Business to any Client or any Prospect in competition with the Company or any Relevant Group Company; or

(e) solicit, entice or encourage or attempt to solicit, entice or encourage any Key Individual to leave the employment of the Company or any Relevant Group Company (whether or not such person would commit any breach of his contract of employment by doing so); or

(f) employ, engage, appoint, enter into partnership or association with or in any way cause to be employed, engaged or appointed any Key Individual in relation to any Person which is or is proposing to be a Competing Business or is or is proposed to be directly or indirectly owned by or controlling any Competing Business; or

(g) provide or agree to provide any products or services which are the same as or materially similar to any Restricted Business in respect of any Competitor Account; or

(h) be employed or engaged by any Client or Prospect if as a result the Client or Prospect will cease to use or materially reduce its usage of the products or services of the Company or any Relevant Group Company or, in the case of a Prospect, will not use the products or services of the Company or any Relevant Group Company or use them to a materially lesser extent; or

(i) solicit or try to solicit or place orders for the supply of products or services from any Supplier if as a result the Supplier will cease supplying, materially reduce its supply or vary detrimentally the terms on which it supplies products or services to the Company or any Relevant Group Company; or

(j) encourage, assist or procure any Person to do anything which if done by the Executive would be a breach of sub clauses 1 (a) to (i).

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2 The Executive agrees that updating his profile and/or connecting or reconnecting to Clients, Suppliers or Prospects using Social Media during the Restricted Period may amount to a breach of sub clauses 1 (a) to (j) above.

3 The parties agree that the restrictions (whether taken individually or as a whole) in sub clauses 1 (a) to (j) above are reasonable having regard to the legitimate protectable interests of the Company and the Group and that each such restriction is intended to be separate and severable and the validity of each is not affect if any of the others are involved. In the event that any of the restrictions is held to be void but would be valid if part of its wording was deleted, that restriction shall apply with whatever deletion is necessary to make it valid and effective.

4 It is understood and agreed by the parties that damages shall be an inadequate remedy in the event of a breach by the Executive of any of the restrictions contained in sub clauses 1 (a) to (i) above and that any such breach by him or on his behalf will cause the Company and any Relevant Group Company great and irreparable injury and damage. Accordingly, he agrees that the Company and/or any Relevant Group Company shall be entitled, without waiving any additional rights or remedies otherwise available to it at law or in equity or by statute, to injunctive and other equitable relief in the event of a breach or intended or threatened breach by the Executive of any of those restrictions.

5 If the Company exercises its right to suspend the Executive’s duties and powers under clause 16, the period of the suspension will reduce the Restricted Period.

6 For the purposes of this Schedule 3 the following additional definitions shall apply:

Client means any Person with whom or which the Company or any Relevant Group Company has arrangements in place for the provision of any Restricted Business and with whom or which the Executive had material involvement or for whose business he was responsible or about which he acquired material Confidential Information, in the course of his employment at any time during the Relevant Period.

Competing Business means any Person providing or proposing to provide any products or services which are the same as or materially similar to and competitive with any Restricted Business.

Competitor Account means any account, product or brand which competes with any Client’s account, product or brand in respect of which the Executive had material dealings or responsibility on behalf of the Company or any Relevant Group Company or about which he acquired Confidential Information, during the course of his employment at any time during the Relevant Period.

Key Individual means any individual who was employed by the Company or any Relevant Group Company to provide services personally at the date on which the Appointment terminates (or but for the breach by the Executive of his obligations under this Agreement and/or implied by law would have been so employed at the date on which the Appointment terminates) and who in the course of his duties during the Relevant Period had material dealings with the Executive and:

(a) either:

(i) reported directly to him; and

(ii) had material contact with clients or suppliers of the Company or any other Relevant Group Company in the course of his employment;

or

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(b) was a member of the board of directors or the senior management team of the Company or any Relevant Group Company or reported to any such board of directors or senior management team.

Prospect means any Person who was at any time during the Relevant Period negotiating or discussing (which shall include for these purposes a pitch or presentation) with the Company or any Relevant Group Company the provision of any Restricted Business and in respect of which such negotiations or discussions the Executive was materially involved or had responsibility for or about which he acquired material Confidential Information, in the course of his employment at any time during the Relevant Period.

Relevant Capacity means either alone or jointly with another or others, whether as principal, agent, consultant, director, partner, shareholder, independent contractor, employee or in any other capacity, whether directly or indirectly, through any Person and whether for the Executive’s own benefit or that of others (other than as a shareholder holding directly or indirectly by way of bona fide investment only and subject to prior disclosure to the Company up to 1% in nominal value of the issued share capital or other securities of any class of any company listed or dealt in on any Recognised Investment Exchange).

Relevant Group Company means any Group Company to which the Executive rendered services or for which he had management or operational responsibility during the course of his employment at any time during the Relevant Period.

Relevant Period means the twelve-month period ending with the Termination Date.

Restricted Business means and includes any of the products or services provided by the Company or any Relevant Group Company at any time during the Relevant Period with which the Executive had a material involvement or about which he acquired Confidential Information at any time during the Relevant Period.

Restricted Period means the 12-month period commencing on the Termination Date in relation to sub-clause 1(a) and the 18-month period commencing on the Termination Date in relation to all remaining sub-clauses in clause 1 above.

Restricted Territory means England and such other countries in which the Company or any Relevant Group Company carried on any Restricted Business at the Termination Date.

Supplier means any Person who at any time during the Relevant Period provided products or services to the Company or any Relevant Group Company being a Person with whom the Executive had material dealings or for whom he had responsibility or about whom he acquired material Confidential Information, in the course of his employment at any time during the Relevant Period.

Target Business Entity means any business howsoever constituted (whether or not conducting a Restricted Business) which was at the Effective Date or at any time during the Relevant Period a business which the Company or any Relevant Group Company had entered into negotiations with or had approached or had identified as:

(a) a potential target with a view to its acquisition by the Company or any Relevant Group Company; and/or

(b) a potential party to any joint venture with the Company or any Relevant Group Company,

in either case where such approach or negotiations or identity were known to a material degree by the Executive or about which he acquired material Confidential Information, in the course of his employment during the Relevant Period.

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EX-4.27

Exhibit 4.27

RULES

OF

THE WPP plc STOCK PLAN 2018

Committee Adoption:            12 June 2018

Expiry Date:                          11 June 2028

Contents
1. Meaning of words used	2
2. Granting Awards	4
3. Phantom Awards	6
4. Performance Conditions and other conditions	6
5. Individual limit for Executive Directors	7
6. Other terms applicable to Awards	7
7. Dividend Equivalents	8
8. Vesting of Awards – general rules	8
9. Satisfaction of Awards	9
10. Holding Period	10
11. Leavers	11
12. Company events	12
13. Exchange of Awards	13
14. Variations in share capital	14
15. Clawback	15
16. Restrictive Covenants	16
17. General	16
18. Administration	18
19. Changing the Plan and termination	18
20. Governing law, jurisdiction and language	19
Schedule 1: US	20
Schedule 2: France	23
Schedule 3: Restrictive Covenants	26

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The WPP plc Stock Plan 2018

This Plan is not approved by shareholders. No new issue Shares or treasury Shares will be used in this plan. Directors of the Company may only be made Awards which do not require shareholder consent under the Listing Rules of the London Stock Exchange. Awards may be either stand alone or may relate to bonus deferral arrangements and buyouts.

1. Meaning of words used

1.1 In these rules:

“Acquiring Company” means a person who obtains Control of the Company;

“ADR” means an American Depository Receipt arrangement sponsored by the Company;

“Award” means a Conditional Award or, where relevant, a Phantom Award;

“Award Certificate” means a certificate issued to a Participant pursuant to rule 2.7 (Issue of Award Certificate);

“Board” means the board of directors of the Company or, as appropriate, a duly authorised committee of it;

“Bonus” means a discretionary bonus payable to an Employee by a Member of the Group under a

Bonus Plan for a particular Financial Year;

“Bonus Plan” means any discretionary cash bonus arrangement or plan operated by a Member of the Group from time to time;

“Business Day” means a day on which the London Stock Exchange is open for the transaction of business;

“Clawback” means the provisions contained in rule 15 (Clawback);

“Clawback Adjustment” means a repayment relating to the value of an Award in accordance with rule 15 (Clawback) and/or rule 16 (Restrictive Covenants);

“Clawback Period” means such period, specified in the relevant Award Certificate, following Vesting as the Committee shall determine, during which Clawback may be invoked;

“Committee” means the Compensation Committee of the Board or such other committee comprising a majority of non-executive directors of the Company to which the Board delegates responsibility for overseeing the operation of the Plan;

“Companies Law” means the Companies (Jersey) Law 1991;

“Company” means WPP plc;

“Conditional Award” means a conditional right to acquire Shares granted under the Plan;

“Control” means the power of a person to secure by means of the holding of shares or the possession of voting power or by virtue of any powers conferred by any articles of association or other document, that the affairs of a body corporate are conducted in accordance with the wishes of that person;

“Cross-clawback” means the provision contained in rule 6.5 (Cross-clawback);

“Dealing Restrictions” means any applicable restriction or restrictions on dealings or transactions in securities imposed by:

(i) any rules, statutory requirements, orders, legal or regulatory code, provision or rule or other requirement or guidance; and/or

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(ii) any code adopted or established by the Company in addition or replacement to (i) above, in each case in force, and as amended or replaced, from time to time;

“Dividend Equivalents” means an amount (in cash and/or additional Shares) equal in value to any dividends that would have been paid on those Shares by reference to dividend record dates falling between the Grant Date and the date on which the Award Vests, as described in rule 7 (Dividend Equivalents);

“Employee” means any employee of any Member of the Group;

“Event” means:

(i) the discovery of a misstatement of the accounts of any Member of the Group resulting in an adjustment to those accounts;

(ii) the discovery that an assessment of any Performance Condition or other condition applicable to an Award was based on error, or inaccurate or misleading information;

(iii) a determination by the Committee that the Participant has engaged in fraud or committed gross misconduct, or otherwise that there are or were circumstances that would entitle a Member of the Group to summarily dismiss the Participant; or

(iv) any other circumstances which, in the Committee’s opinion, justify the operation of Malus and/or a Clawback Adjustment in relation to the Participant’s Award;

“Financial Year” means a financial year of the Company;

“Grant Date” means the date on which an Award is granted;

“Holding Period” means a period following the Vesting of an Award or such other period as the Committee determines, during which rule 10.2 (Nature of Holding Period) will apply to the Award and/or the Shares acquired on Vesting of the Award;

“ITEPA” means the UK Income Tax (Earnings and Pensions) Act 2003;

“London Stock Exchange” means London Stock Exchange plc or its successor;

“Malus” means the provisions contained in rule 6.4 (Malus);

“Market Value” means, on any date when Shares are listed on the London Stock Exchange:

(i) the mid-market closing price of a Share on the London Stock Exchange for the preceding Business Day; or

(ii) if the Committee so determines, the average of the mid-market closing prices of a Share on the London Stock Exchange for such number of preceding Business Days as the Committee determines, or, on any date where the Shares are not so listed, the market value of a Share as determined by the Committee;

“Member of the Group” means the Company and its Subsidiaries from time to time, and “Group” will be construed accordingly;

“New Award” means an award which satisfies the requirements of rule 13.2 (Requirements for a New Award);

“Participant” means a person holding or who has held an Award or, where applicable, their personal representatives;

“Performance Condition” means any condition imposed under rule 4.1 (Application of Performance Conditions) that is linked to the performance of the Company and/or any Member of the Group, a division and/or the Participant;

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“Performance Period” means the period over which any Performance Conditions are to be satisfied;

“Phantom Award” means a conditional right granted under the Plan to receive a cash sum in the future that is linked to the value of a given number of notional Shares;

“Plan” means the plan constituted by these rules and known as The WPP plc Stock Plan 2018, as changed or amended from time to time;

“Policy” means the Company’s Directors’ Compensation Policy as approved by share owners at that time;

“Restrictive Covenants” means the terms set out in Schedule 3 (Restrictive Covenants) to this Plan;

“Share” means a fully paid ordinary share in the capital of the Company and includes ADRs;

“Subsidiary” means a body corporate which is a subsidiary of the Company within the meaning of Articles 2 and 2A of the Companies Law;

“Taxation” means any tax and social security charges (and/or any similar charges), wherever arising, in respect of a Participant’s Award or otherwise arising in connection with their participation in the Plan;

“Tax Election” means an election for a particular tax and/or social security treatment in respect of an Award or the Shares acquired pursuant to it (which may include a joint election under Chapter 2 of Part 7 of ITEPA or an overseas equivalent);

“UK” means the United Kingdom;

“UK Listing Authority” means the United Kingdom Listing Authority, a division of the Financial Services Authority;

“Vesting” means in relation to a Conditional Award, a Participant becoming entitled to have the Shares underlying their Award delivered to them;

and “Vest” and “Vested” will be construed accordingly; and

“Vesting Date” means the date specified in the Award Certificate as being the date that the Award is expected to Vest.

1.2 Interpretation

In this Plan, the singular includes the plural and vice versa and words imparting a gender include every gender. References to any enactment or statutory requirement will be construed as references to that enactment or requirement as from time to time amended, modified or re-enacted and include any subordinate legislation made under it.

2. Granting Awards

2.1 Eligibility

An individual is only eligible to be granted an Award if they are an Employee at the Grant Date.

2.2 Operation

The Committee has absolute discretion to decide whether the Plan will be operated and those Employees to whom Awards will be made on any occasion. The Committee has absolute discretion to make Awards under this Plan that are linked to the mandatory deferral of a Bonus and to make Awards that have no link to a Bonus.

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2.3 Mandatory deferral of Bonus

In respect of any Financial Year, the extent to which a Bonus will be mandatorily deferred (if at all) through the grant of an Award under this Plan, will be:

2.3.1 to the extent an Employee is required by the Policy to defer their Bonus, in accordance with the terms of the Policy; and

2.3.2 in all other cases, as determined by the Committee and communicated to the relevant Employee.

2.4 Grant of Awards

Awards will be granted by the Company executing a deed.

2.5 Timing of grant

Awards may only be granted within 42 days commencing on any of the following:

2.5.1 the day the Committee adopts the Plan;

2.5.2 the Business Day following the announcement (or, where there is no announcement, publication) of the Company’s results for the last preceding financial year, half year or other period; or

2.5.3 if Dealing Restrictions prohibited the making of an Award within any period as mentioned in rules 2.5.1 or 2.5.2, the date that all such Dealing Restrictions cease to apply.

Notwithstanding rules 2.5.1 to 2.5.3, but subject to Dealing Restrictions, Awards may be granted at any time where the Committee resolves that exceptional circumstances exist which justify the grant of Awards.

2.6 Administrative errors

If the Committee purports to grant an Award which is inconsistent with any of the provisions in this Plan, the Award will take effect only to the extent permissible under this Plan.

2.7 Issue of Award Certificate

As soon as practicable after an Award has been made, the Committee will issue or will procure the issue of an Award Certificate to each Participant. The Award Certificate may be sent by email or other electronic means.

2.8 Form of Award Certificate

An Award Certificate will be in a form approved by the Committee and may specify:

2.8.1 the Grant Date;

2.8.2 the form of Award;

2.8.3 the number of Shares or ADRs subject to the Award, or the basis on which the number of Shares or ADRs subject to the Award will be calculated;

2.8.4 if the Award is subject to any Performance Conditions:

(i) details of those Performance Conditions; and

(ii) the applicable Performance Period;

2.8.5 any other conditions applicable to the Award;

2.8.6 the Vesting Date;

2.8.7 if the Award will have Dividend Equivalents;

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2.8.8 if Malus applies to the Award;

2.8.9 if Clawback applies to the Award and the length of the Clawback Period;

2.8.10 if the Award is subject to the Restrictive Covenants;

2.8.11 details of any Holding Period that applies to the Award; and

2.8.12 where the Committee requires it, that the Participant will enter into a Tax Election.

2.9 Awards to directors

An Award that is to be granted to a director of the Company must not be a Long Term Incentive Scheme for the purposes of the Listing Rules of the UK Listing Authority.

2.10 No payment

Participants are not required to pay for the grant of any Award.

2.11 Acceptance of Award

The Committee may require a Participant to accept their Award by delivering a duly completed acceptance notice in a form and manner (which may be electronic), and by such date as, determined by the Committee, and to the extent the Participant does not do so their Award will lapse.

2.12 Liability for Taxation

By participating in the Plan, a Participant agrees they are responsible for and will bear any liability for Taxation.

3. Phantom Awards

3.1 Grant of Phantom Awards

The Committee may from time to time choose to grant an Award as a Phantom Award.

A Phantom Award will not confer any right on the relevant Participant to receive Shares or any interest in Shares.

3.2 Application and interpretation of the Plan

Where an Award is granted as a Phantom Award, the provisions of this Plan will be interpreted and applied to reflect the fact that Phantom Awards are granted in respect of notional Shares only and are satisfied in cash only. References to Conditional Awards will include Phantom Awards where relevant.

3.3 Holding Period

If a Holding Period is to apply to a Phantom Award, the Committee will determine how the Holding Period will be operated and will communicate this to the Participant.

4. Performance Conditions and other conditions

4.1 Application of Performance Conditions

The Committee may determine that the Vesting of an Award will be conditional on the satisfaction of one or more Performance Conditions. Such determination may apply to Awards made to a particular Employee or category of Employees.

4.2 Application of other conditions

The Vesting of Awards may be subject to other conditions set by the Committee, which may be different for different Employees.

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4.3 Requirements of Performance Conditions and other conditions

Any Performance Condition or other condition applicable to an Award must be objective and specified in the relevant Award Certificate.

4.4 Amendment or variation of Performance Conditions or other conditions

The Committee may amend or vary a Performance Condition or other condition applicable to an Award where an event occurs which causes the Committee to reasonably consider that the Performance Condition or other condition is no longer appropriate. Any amended or varied Performance Condition or other condition will not be materially less difficult to satisfy than the original Performance Condition or other condition was intended to be at the Grant Date.

Where a Performance Condition or other condition applicable to an Award is amended or varied in accordance with this rule the Award will then take effect subject to the Performance Condition or other condition as amended or varied.

The Committee will notify any affected Participant as soon as practicable after any determination made under this rule.

4.5 Overarching discretion of the Committee

Notwithstanding any other provision of this Plan, the Committee, acting reasonably, retains discretion to reduce (including to zero) the amount of an Award which will Vest on the basis of the wider underlying financial performance of the Group over the Performance Period.

5. Individual limit for Executive Directors

An executive director of the Company may only participate in the Plan up to the limits set out in the Policy (including in relation to recruitment, if applicable). If the Committee purports to confer participation in the Plan on terms which are inconsistent with these limits, participation will be deemed to take place only to the extent permissible under this rule.

6. Other terms applicable to Awards

6.1 No transfer

A Participant may not transfer, assign, charge or otherwise dispose of an Award or any rights in respect of it. If they do, whether voluntarily or involuntarily, then it will immediately lapse. This rule does not apply to the transmission of an Award on the death of a Participant to their personal representatives.

6.2 Bankruptcy

A Participant’s Award will lapse where the Participant becomes bankrupt or enters into a compromise with their creditors generally.

6.3 Estimates or indications of performance

If, prior to Vesting, there is or may be any interim estimate or indication of whether or to what extent a Performance Condition will be met, such interim estimate or indication will not create any right or expectation that limits:

6.3.1 the Committee’s discretion to determine whether, and to what extent, a Performance Condition or other condition applicable to an Award is satisfied; and

6.3.2 the ability of the Committee to make any adjustments to an Award, or the extent to which an Award will Vest, in in each case in accordance with the provisions of the Plan.

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6.4 Malus

This rule will apply to an Award if specified in the Award Certificate.

At any time prior to the date an Award is satisfied, the Committee may decide that the number of Shares subject to that Award will be reduced (including to nil) on such basis as the Committee in its absolute discretion considers to be fair, reasonable and proportionate where, in the opinion of the Committee, there is an Event relevant to the Participant and/or their Award. In such circumstances, to the extent reduced, that Award will be treated as having lapsed. The Participant must be notified as soon as reasonably practicable if their Award is reduced under this rule.

6.5 Cross-clawback

The Committee may decide at any time that an Award will lapse in whole or in part to give effect to a clawback provision of any form contained in any employees’ share plan or Bonus Plan operated by any Member of the Group. The extent to which an Award will lapse will be in accordance with the terms of the clawback provision in the relevant plan or, in the absence of any such term, on such basis as the Committee considers appropriate.

7. Dividend Equivalents

The Committee may decide at any time prior to the transfer of the Shares to which a Conditional Award relates that Participants will receive an amount (in cash and/or additional Shares) equal in value to any dividends that would have been paid on those Shares by reference to dividend record dates falling between the Grant Date and the date on which the Award Vests. This amount may assume the reinvestment of dividends (on such basis as the Committee may determine) and may exclude or include special dividends and any such amount will be payable as soon as practicable after Vesting of the relevant Award.

8. Vesting of Awards – general rules

8.1 Determination of the Committee

The Committee will, as soon as reasonably practicable after the end of the relevant Performance Period (or, where rules 11 (Leavers) or 12 (Company events) will apply prior to the end of the relevant Performance Period, at the relevant time pursuant to those rules), determine the extent to which any Performance Conditions and any other conditions applicable to an Award have been satisfied and, consequently, the extent to which that Award will Vest.

Insofar as the Committee determines that any Performance Conditions or such other conditions applicable to the Award are not satisfied and are no longer capable of being satisfied, either in whole or part, the Award will immediately lapse in whole or part (as appropriate).

8.2 Vesting – rounding down

If, due to the application of a Performance Condition or any term of the Award, an Award would otherwise Vest over a fraction of a Share, the number of Shares in respect of which the Award will Vest will be rounded down to the nearest whole number.

8.3 Timing of Vesting – general

Subject to rules 8.4 (Timing of Vesting – Dealing Restrictions), 8.5 (Timing of Vesting – investigation), 11 (Leavers) and 12 (Company events), an Award will Vest on the later of:

8.3.1 where relevant, the date the Committee determines the extent to which any Performance Conditions and any other conditions applicable to that Award have been satisfied pursuant to rule 8.1 (Determination of the Committee); and

8.3.2 the relevant Vesting Date.

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8.4 Timing of Vesting – Dealing Restrictions

Where an Award would otherwise Vest at a time when Dealing Restrictions would prohibit:

8.4.1 the delivery, or procurement of the delivery, of Shares or cash (as appropriate) to the Participant; and/or

8.4.2 the Participant from selling Shares to discharge any liability for Taxation, where relevant, such Award will not Vest until all such Dealing Restrictions cease to apply.

8.5 Timing of Vesting – investigation

Notwithstanding any other provision of this Plan, if an investigation commences or is ongoing regarding whether Malus, Clawback, Cross-clawback and/or the provisions contained in rule 16 (Restrictive Covenants) should be invoked in respect of a Participant then, unless otherwise determined by the Committee, any unvested Awards held by that Participant will not Vest, if at all, until after such investigation has been concluded.

8.6 Consequences of lapse

Subject to rule 11.4, to the extent an Award lapses under the Plan, it may not Vest subsequently under any other provision of this Plan.

9. Satisfaction of Awards

9.1 Delivery – general

Subject to the other provisions of this rule, where an Award Vests, as soon as reasonably practicable after such Vesting, the Committee will arrange for:

9.1.1 in respect of a Conditional Award, the delivery to the Participant of the number of Shares in respect of which the Award has Vested; or

9.1.2 in respect of a Phantom Award, the delivery of a cash sum equal to the aggregate Market Value of such number of notional Shares in respect of which the Award has Vested.

9.2 Delivery – investigation

Notwithstanding any other provision of this Plan, if an investigation commences or is ongoing regarding whether Malus, Clawback, Cross-clawback and/or the provisions contained in rule 16 (Restrictive Covenants) should be invoked in respect of a Participant then, unless otherwise determined by the Committee, any Vested but as yet unsatisfied Awards held by that Participant will not be satisfied, if at all, until after such investigation has been concluded.

9.3 Delivery – nominee

Shares may be delivered to a nominee on behalf of the Participant.

9.4 Delivery – Dealing Restrictions

If the delivery, or the procurement of the delivery, of Shares or cash (as appropriate) would be prohibited by Dealing Restrictions, delivery will not occur until after such time as all such Dealing Restrictions cease to apply.

9.5 Source of Shares

Awards may be satisfied using Shares purchased in the market. No new Shares may be issued and no Shares may be transferred out of treasury for the purposes of the Plan.

9.6 Shareholder rights

Where Shares are transferred on the Vesting of a Conditional Award, the Participant will be entitled to all rights attaching to the Shares by reference to a record date on or after the transfer date.

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9.7 Alternative ways to satisfy Awards

9.7.1 The Committee may decide to satisfy an Award by paying a cash amount equal to the aggregate Market Value of the Shares in respect of which the Award has Vested.

9.7.2 The Committee may decide to satisfy an Award (or part of it) by reducing the number of Shares to which the Participant would otherwise be entitled under the Plan, with the reduction instead being paid as an equivalent amount in cash.

9.8 Withholding

Any Member of the Group or the trustee of any employee benefit trust may withhold such amounts and make such arrangements as it considers necessary or desirable to meet any liability to pay or account for Taxation.

The arrangements referred to in this rule may include deductions from any cash payment owed to the Participant and/or the sale of Shares acquired on Vesting of the Participant’s Award on behalf of the Participant and the retention of all or part of the sale proceeds to meet such liability.

10. Holding Period

10.1 Application of Holding Period

The Committee may determine that a Holding Period will apply to an Award. Such determination may apply to Awards made to a particular Employee or category of Employees.

10.2 Nature of Holding Period

During a Holding Period, an Award and the Shares subject to an Award and/or acquired by the Participant following Vesting of the Award, (or any interest in them) may not be transferred, assigned or otherwise disposed of by or on behalf of the Participant, save for:

10.2.1 a transfer to the Participant’s personal representative in the event of their death;

10.2.2 a transfer to a nominee on behalf of the Participant;

10.2.3 a sale in accordance with rule 9.8 (Withholding) or, with the prior agreement of the Company, to fund any liability for Taxation;

10.2.4 a transfer in accordance with rule 15 (Clawback) or a reduction of an Award in accordance with rule 6.5 (Cross-clawback), or

10.2.5 a transfer to an Acquiring Company in connection with a company event (provided for in rule 12 (Company events).

and any such purported action will be invalid and ineffective.

10.3 Holding of Shares during the Holding Period

Where a Holding Period applies to the Shares acquired on the Vesting of an Award, the Committee will determine that the Shares will be held during the Holding Period either by:

10.3.1 the Participant, provided they agree not to transfer, assign or otherwise dispose of the Shares (or any interest in them) during the Holding Period; or

10.3.2 a nominee on behalf of the Participant, provided that the Participant is subject to a restriction on transfer, assignment or other disposal of such Shares (or any interest in them) during the Holding Period.

10.4 Expiry of the Holding Period

If the Shares are held by a nominee during the Holding Period, on or shortly following expiry of the Holding Period, the Shares will be capable of being transferred into the name of the Participant.

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10.5 Proof of ownership

A Participant must provide such proof of continued ownership as the Committee may at any time request.

11. Leavers

11.1 Leavers – before Vesting

Subject to the remaining provisions of this rule, where a Participant ceases to be employed within the Group before their Award has Vested, their Award will lapse on the date they cease to be so employed.

11.2 Good leavers

If a Participant ceases to be employed within the Group, after at least 6 months from the Grant Date (unless the Committee determines otherwise), due to:

11.2.1 injury, ill health or disability (in each case, evidenced to the satisfaction of the Committee);

11.2.2 death;

11.2.3 retirement with the agreement of the Committee; or

11.2.4 any other reason, determined at the discretion of the Committee, their Award will:

11.2.5 in the event of retirement (in accordance with rule 11.2.3):

(i) Vest on the original Vesting Date unless the Committee determines otherwise; and

(ii) only Vest to the extent prescribed in rule 11.3 (Good leavers – extent of Vesting).

11.2.6 in the event of death (in accordance with 11.2.2):

(i) Vest on the date of death, or a later date determined by the Committee; and

(ii) Vest in full, notwithstanding any Performance Conditions or other conditions applicable to the Award.

11.2.7 in the event of any of the other reasons set out in rule 11.2 (Good leavers):

(i) Vest on the date which is 30 days after the date on which they cease to be employed within the Group, or a later date determined by the Committee; and

(ii) only Vest to the extent prescribed by rule 11.3 (Good leavers – extent of Vesting).

11.3 Good leavers – extent of Vesting

If this rule applies, an Award will Vest:

11.3.1 to the extent to which any Performance Condition is satisfied in accordance with its terms or, if it is not possible to measure the Performance Condition at that time because Vesting has been accelerated in accordance with rule 11.2 (Good leavers) , in such manner as the Committee considers reasonable; and

11.3.2 to the extent that any other conditions applicable to the Award have been satisfied to the extent this is required by the Committee; and

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11.3.3 unless the Committee determines otherwise, pro rata to the last completed calendar month, so that it reflects only the proportion of:

(i) the Vesting period (i.e. from the Grant Date to the original Vesting Date) which has elapsed before the Participant ceases to be employed within the Group; or

(ii) where the grant of an Award was preceded by a period during which performance targets were measured as a pre-cursor to the granting of an Award (a pre-grant performance period), the period from the start of the pre-grant performance period, prior to the Grant Date, to the original Vesting Date which has elapsed before the Participant ceases to be employed within the Group, and to the extent the Participant’s Award does not Vest, it will then lapse.

11.4 Leavers - re-employed

If a Participant ceases to be employed within the Group before their Award has Vested, but is re-employed by a Member of the Group within 30 days of the date of cessation of employment (or such other period as the Committee determines) the Committee may determine that a Participant’s Award will be treated as if it had not lapsed under rule 11.1.

11.5 Leavers – Holding Period

Save where rule 11.2.2 (death) applies, where a Participant ceases to be employed within the Group, any Holding Period will continue to apply until its expiry in accordance with the provisions of the Plan and the terms of the Award, except that the Committee may determine that the Holding Period will no longer apply where a Participant ceases to be employed within the Group for one of the reasons set out in rule 11.2 (Good leavers).

11.6 Leavers – after Vesting

If a Participant ceases to be employed within the Group after their Award has Vested but before their Award has been satisfied, their Award will continue in accordance with the provisions of this Plan.

11.7 Meaning of “ceases to be employed within the Group”

For the purposes of this rule 11 (Leavers), unless the Committee determines otherwise, a Participant will not be treated as ceasing to be employed within the Group until they cease to hold any office or employment with any Member of the Group or, if earlier, when they give, or are given, notice to terminate all offices and employment (as applicable) within the Group.

For the purposes of this rule, “Member of the Group” and “Group” includes any associated company nominated for this purpose by the Committee.

12. Company events

12.1 Company events – extent of Vesting

If this rule applies to an Award, it will Vest:

12.1.1 to the extent that any Performance Conditions have been satisfied as measured over the original Performance Period or such other period as the Committee may determine to be appropriate;

12.1.2 to the extent that any other conditions applicable to the Awards have been satisfied to the extent this is required by the Committee; and

12.1.3 pro rata to reflect the period from the Grant Date until the date of Vesting, as a proportion of the period from the Grant Date until the Vesting Date, unless the Committee decides otherwise, and to the extent the Participant’s Award does not Vest, it will then lapse.

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12.2 Takeovers

Where a person obtains Control of the Company as a result of making an offer to acquire Shares, an Award will Vest on the date the person obtains Control in accordance with rule 12.1 (Company events – extent of Vesting).

12.3 Bound or entitled

Where a person becomes bound or entitled to acquire shares in the Company under Part 18 of the Companies Law, Awards will Vest on the date the person becomes so bound or entitled in accordance with rule 12.1 (Company events – extent of Vesting).

12.4 Scheme of arrangement

When a court sanctions a compromise or arrangement under Article 125 of the Companies Law, Awards will Vest on the date of the court sanction in accordance with rule 12.1 (Company events – extent of Vesting).

12.5 Winding up

If notice is given of a resolution for the voluntary winding-up of the Company, Awards will Vest on the date the notice is given in accordance with rule 12.1 (Company events – extent of Vesting).

12.6 Persons acting in concert

For the purposes of this rule 12 (Company events) and rule 13 (Exchange of Awards), a person will be treated as obtaining Control of the Company if that person and others acting in concert together obtain Control of it.

12.7 Holding Period

Subject to rule 13 (Exchange of Awards), any Holding Period applicable to an Award or any Shares that have been or will be acquired following Vesting of an Award will no longer apply from the date that Awards Vest under any provision in this rule 12 (Company events), unless the Committee determines otherwise (in which case the Committee will determine the terms that will continue to apply).

12.8 Restrictive Covenants

Restrictive Covenants, applicable to an Award or Shares that have been or will be acquired following Vesting of an Award, will continue to apply following the date that Awards Vest under any provision in this rule 12 (Company events), unless the Committee determines otherwise.

12.9 Meaning of Committee

For the purposes of this rule 12 (Company events) and rule 13 (Exchange of Awards), “Committee” means those people who were members of the Compensation Committee or such other committee of the Board immediately before the relevant event.

13. Exchange of Awards

13.1 When Awards may be exchanged

Where an event as specified in rules 12.2 (Takeovers) 12.3 (Bound or entitled) or 12.4 (Scheme of arrangement) occurs and:

13.1.1 the Participant has agreed with the Acquiring Company that they will exchange their Award for a New Award; or

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13.1.2 the Acquiring Company consents and substantially all the shareholders of the Company immediately before the relevant event has occurred will continue to have Control of the Company immediately thereafter, that Award (or, in the case of rule 13.1.2, all Awards) will not Vest under rules 12.2 (Takeovers), 12.3 (Bound or entitled) or 12.4 (Scheme of arrangement), as appropriate, but will be exchanged for New Awards.

13.2 Requirements for a New Award

Where a Participant is granted a New Award in exchange for an existing Award, the New Award:

13.2.1 must confer a right relating to shares in the Acquiring Company or another body corporate determined by the Acquiring Company;

13.2.2 must be substantially equivalent to the Award;

13.2.3 is treated as having been acquired at the same time as the Award and Vests and lapses in the same manner and at the same time;

13.2.4 unless the Committee decides otherwise, must be subject to any Performance Conditions and any other conditions (including Malus and, where relevant, Restrictive Covenants, Clawback and a Holding Period), which are, so far as possible, equivalent to any Performance Conditions and other conditions applicable to the Award; and

13.2.5 is governed by the Plan as if references to Shares were references to the shares over or in respect of which the New Award is granted and references to the Company were references to the Acquiring Company or the body corporate determined under rule 13.2.1.

13.3 Shares subject to a Holding Period on exchange

Unless the Committee determines otherwise, where an Award has Vested but a Holding Period continues to apply, if Shares are exchanged for new shares in the Acquiring Company, for the purposes of this Plan the new shares shall be subject to terms equivalent to those applicable to the existing Shares, including in relation to the Holding Period, and the Participant shall enter into such documentation and/or arrangements as required by the Committee to bring this into effect.

14. Variations in share capital

14.1 Adjustments to Awards

If there is:

14.1.1 a variation in the equity share capital of the Company, including a capitalisation or rights issue, sub-division, consolidation or reduction of share capital;

14.1.2 a demerger (in whatever form) or exempt distribution by virtue of section 1075 of the UK Corporation Tax Act 2010;

14.1.3 a special dividend or distribution; or

14.1.4 any other transaction which will materially affect the value of Shares, the Committee may adjust the number or class of Shares subject to an Award in such manner as the Committee may consider appropriate.

14.2 Notice to Participants

The Committee will notify Participants of any adjustment made under this rule.

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15. Clawback

15.1 Application of rule

This rule 15 (Clawback) will apply if specified in the Award Certificate.

15.2 Clawback Adjustment

Where, in the opinion of the Committee, there is an Event during the Clawback Period relevant to a Participant and/or their Award, the Committee may in its discretion require a Clawback Adjustment.

15.3 Amount of Clawback Adjustment

A Clawback Adjustment will be of an amount that the Committee considers to be fair, reasonable and proportionate.

When determining the amount of a Clawback Adjustment, the Committee may consider all relevant factors.

15.4 Recovery

The Committee may in its discretion choose any method to recover the amount of the Clawback Adjustment from the Participant, including (but not limited to):

15.4.1 requiring the Participant to make a payment in cash or shares to, or to the order of, the Company or such person as the Committee decides;

15.4.2 reducing (including to nil) the Vesting of any of the Participant’s unvested Awards, or the vesting of any unvested share award, share option or cash award granted to the Participant under any other employee share plan operated by any Member of the Group (except any plan intended to comply with Schedules 2, 3 or 4 of ITEPA);

15.4.3 reducing the number of Shares or amount of cash (as appropriate) which may be acquired by the Participant in respect of any Vested but as yet unsatisfied Award, or the number of shares or amount of cash (as appropriate) which may be acquired by the Participant in respect of a vested but as yet unsatisfied share award, share option or cash award granted to the Participant under any other employee share plan operated by any Member of the Group (except any plan intended to comply with Schedules 2, 3 or 4 of ITEPA);

15.4.4 reducing the amount of or deducting an amount from any current or future salary, cash bonus or other payments that would otherwise be payable to the Participant; and/or

15.4.5 reducing the value of any shares or cash over which a future Award or share award, share option or cash award under any other employee share plan operated by any Member of the Group (except any plan intended to comply with Schedules 2, 3 or 4 of ITEPA) is granted to the Participant.

15.5 Notification to the Participant

A Participant must be notified as soon as reasonably practicable if a Clawback Adjustment is required.

15.6 Reduction of Awards

Where a Clawback Adjustment results in the reduction of Shares or cash which may be acquired in respect of an Award, the Award will, to the extent reduced, be treated as having lapsed.

15.7 Obligations of the Participant

A Participant will provide any information, documentation and undertakings and take all actions that the Committee reasonably believes it may require in connection with this rule 15 (Clawback).

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16. Restrictive Covenants

16.1 Application of rule

This rule 16 (Restrictive Covenants) will apply if specified in the Award Certificate.

16.2 Determination of breach

Where, in the opinion of the Committee, a Participant has breached paragraph 1 of Schedule 3 (Restrictive Covenants), rule 16.3 (Breach before Award satisfied) or rule 16.4 (Breach after Award satisfied), as applicable, shall apply.

16.3 Breach before Award satisfied

If the Participant’s Award has not yet been satisfied (whether or not it has Vested), their Award will immediately lapse in full and they will no longer have any right to receive any Shares or cash (as applicable) in relation to it.

16.4 Breach after Award satisfied

If the Participant’s Award has been satisfied, the Committee may in its discretion require a Clawback Adjustment, in which case rules 15.3 (Amount of Clawback Adjustment) to 15.6 (Reduction of Awards), inclusive, will apply.

16.5 Obligations of the Participant

A Participant will provide any information, documentation and undertakings and take all actions that the Committee reasonably believes it may require in connection with this rule 16 (Restrictive Covenants).

17. General

17.1 Dealing Restrictions

The Company, the Committee, any Member of the Group, Employees and Participants will have regard to Dealing Restrictions when (in each case, as appropriate) operating, interpreting, administering, participating in and taking any and all such other action in relation to, or contemplated or envisaged by, the Plan.

17.2 Terms of employment

17.2.1 For the purposes of this rule, “Employee” means any employee (existing or former) of a Member of the Group (existing or former).

17.2.2 This rule applies during an Employee’s employment and after the termination of an Employee’s employment, whether or not the termination is lawful.

17.2.3 Nothing in the provisions of the Plan, or the operation of the Plan, forms part of the contract of employment of an Employee. The rights and obligations arising from the employment relationship between the Employee and the relevant Member of the Group are separate from, and are not affected by, the Plan. Participation in the Plan does not create any right to, or expectation of, continued employment.

17.2.4 No Employee has a right to participate in the Plan. Participation in the Plan or the grant of Awards on a particular basis in any year does not create any right to or expectation of participation in the Plan or the grant of Awards on the same basis, or at all, in any future year.

17.2.5 The terms of the Plan do not entitle the Employee to the exercise of any discretion in their favour.

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17.2.6 The Employee will have no claim or right of action in respect of any decision, omission or discretion, which may operate to the disadvantage of the Employee, even if it is unreasonable, irrational or might otherwise be regarded as being in breach of the duty of trust and confidence (and/or any other implied duty) between the Employee and their employer or former employer.

17.2.7 No Employee has any right to compensation or damages for any loss (actual or potential) in relation to the Plan, including any loss in relation to:

(iii) any loss or reduction of rights or expectations under the Plan in any circumstances (including lawful or unlawful termination of employment);

(iv) any exercise of a discretion or a decision taken in relation to an Award or to the Plan, or any failure to exercise a discretion or take a decision; or

(v) the operation, suspension, termination or amendment of the Plan.

17.2.8 By participating in the Plan, a Participant:

(vi) accepts all the provisions of this Plan, including this rule 17.2 (Terms of employment); and

(vii) waives all rights which might otherwise arise in connection with the Plan, other than the right to acquire Shares or cash (as appropriate) subject to and in accordance with the express terms of the Plan, in consideration for, and as a condition of, the grant of an Award.

17.3 Not pensionable

None of the benefits received under the Plan are pensionable.

17.4 Costs

The Company and/or any Subsidiary will pay the costs of introducing and administering the Plan.

17.5 Data protection

The Company’s data policy and data privacy notice will apply to the processing of personal data.

17.6 Consents

All allotments, issues and transfers of Shares will be subject to the Company’s Articles of Association and any necessary consents under any relevant enactments or regulations for the time being in force in the UK or elsewhere. The Participant will be responsible for complying with any requirements they need to fulfil in order to obtain or avoid the necessity for any such consent.

17.7 Notices

17.7.1 Any notice or communication to be given to any Employee or Participant may be delivered by electronic mail (including on an intranet, portal or by SMS text message), or personally delivered or sent by ordinary post to such address as the Company considers appropriate.

17.7.2 Any notice or communication to be given to the Company or its duly appointed agent may be delivered or sent to its registered office or such other place and by such means as the Company or its appointed agent may specify and notify to Employees and/or Participants.

17.7.3 Notices or communications sent electronically will be deemed to have been received at the time of transmission unless there is evidence to the contrary. Notices or communications personally delivered will be deemed to have been received upon delivery and those sent by post will be deemed to have been received 24 hours after posting nationally and 3 days after posting internationally.

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17.8 Third party rights

Except as otherwise expressly stated to the contrary, nothing in the Plan confers any benefit, right or expectation on a person who is not a Participant or a Member of the Group. No such third party has any rights under the UK Contracts (Rights of Third Parties) Act 1999 or any equivalent local legislation to enforce any term of this Plan.

18. Administration

18.1 Committee’s powers

The Committee will administer the Plan. The Committee has authority to make rules and regulations for the administration of the Plan. The Committee may delegate all or any of its rights and powers under the Plan.

18.2 Provisions of the Plan

If any provision of the Plan is held to be invalid, illegal or unenforceable for any reason by any court of competent jurisdiction, for the purposes of that jurisdiction:

18.2.1 such provision will be treated as severed; and

18.2.2 the remainder of the provisions of the Plan will continue in full force and effect as if the Plan had been established without the inclusion of the severed provision, unless the Committee determines otherwise.

18.3 Committee’s decisions final and binding

All determinations or decisions of the Committee are final and binding in all respects. If any question or dispute arises as to the interpretation of the Plan, any rules, regulations or procedures relating to the Plan and/or in relation to an Award or any other matter relating to the Plan, the decision of the Committee will be conclusive.

19. Changing the Plan and termination

19.1 Committee’s powers

Except as described in the rest of this rule, the Committee may at any time change the Plan in any way.

19.2 Participant consent

If the Committee proposes an amendment to the Plan which would be to the material disadvantage of Participants in respect of subsisting rights under the Plan, then:

19.2.1 the Committee must invite each so disadvantaged Participant to indicate whether or not they approve the amendment; and

19.2.2 such amendment will only take effect in respect of subsisting rights under the Plan if the majority of the Participants who make such an indication approve the amendment.

19.3 Notice

The Committee may (but is not obliged to) give written notice of any changes made to the Plan to any Participant affected.

19.4 Termination of the Plan

No Award may be granted after [    ] 2028 but the Committee may terminate the Plan at any earlier time. Termination will not affect subsisting rights under the Plan.

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20. Governing law, jurisdiction and language

20.1.1 The laws of England and Wales govern the Plan and all Awards and their construction. The courts of England and Wales have non-exclusive jurisdiction in respect of disputes arising under or in connection with the Plan or any Award.

20.1.2 In relation to the Plan and any documents relating to or concerning it, the English language version of the documents will prevail, so that if there is any conflict between the terms or provisions of a document in English and the same document in another language, the document in English will take precedence.

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Schedule 1: US

1. Purpose

The purpose of this Schedule 1 is to alter the provisions of the Plan solely for Awards granted to US Taxpayers to reflect the terms necessary or advisable for such Awards to qualify for an exemption from the requirements of Section 409A. References to the Plan, or to the rules, in the main rules of the Plan shall be interpreted to include this Schedule 1 in relation to US Taxpayers.

2. Application of this Schedule

This Schedule 1 shall apply to all Employees and Participants who are US Taxpayers. In the event that a Participant becomes a US Taxpayer subsequent to the Grant Date of an Award under the Plan, then such Award shall immediately be amended in a manner consistent with this Schedule 1. References in this Schedule 1 to Awards granted to US Taxpayers shall include Awards held by a Participant who becomes a US Taxpayer subsequent to the Grant Date.

3. Definitions

Certain words and expressions used in this Schedule 1 which have initial capital letters have the meanings set out below. Other words and expressions used in this Schedule 1 which have initial capital letters that are not set forth below have the meanings set out in the Plan.

Section 409A means Section 409A of the US Internal Revenue Code of 1986, as amended, and the US Treasury Regulations promulgated and other official guidance issued thereunder, collectively.

Short-Term Deferral Period means the period commencing on the date that an Award (or portion thereof) first is no longer subject to a “substantial risk of forfeiture” for the purposes of Section 409A and ending upon the 15th day of the third month following the end of the Taxable Year in which such Award first is no longer subject to the substantial risk of forfeiture.

Taxable Year means the calendar year, or, if later, the end of the taxable year of the Member of the Group that employs the US Taxpayer, in which the Award first is no longer subject to a substantial risk of forfeiture for the purposes of Section 409A.

US means the United States of America.

US Taxpayer means an Employee or Participant who is subject to US federal income taxation on the Grant Date of an Award, is expected to become subject to US federal income taxation following the Grant Date of the Award or does become subject to US federal income taxation following the Grant Date of the Award but prior to the date upon which any part of the Award Vests.

4. Satisfaction

4.1 Subject to paragraph 4.2 below, but notwithstanding any other provision of the Plan (including, but not limited to, rule 8.4 (Timing of Vesting – Dealing Restrictions), rule 8.5 (Timing of Vesting – investigation), rule 9.1 (Delivery – general), rule 9.2 (Delivery – investigation) and rule 9.4 (Delivery – Dealing Restrictions), the satisfaction of an Award (or portion thereof) granted to a US Taxpayer, whether in Shares or in cash, shall be made no later than the end of the Short-Term Deferral Period.

4.2 In the event that the Vesting, delivery of Shares, or the procurement thereof of an Award (or portion thereof) granted to a US Taxpayer has not been made by the end of the Short-Term Deferral Period due to the circumstances described in rule 8.4 (Timing of Vesting – Dealing Restrictions) or rule 9.4 (Delivery - Dealing Restrictions) applying to the Award, then to the extent permissible under

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Section 1.409A-1(b)(4)(ii) of the US Proposed Treasury Regulations (regarding the delay permitted if Vesting or payment would violate applicable law), such Vesting and delivery of Shares or cash in the settlement of the Award (or portion thereof) may be delayed so long as the Award is then satisfied at the earliest date at which it is reasonably anticipated that the relevant Dealing Restrictions cease to apply.

4.3 In the event of the satisfaction of an Award (or portion thereof) granted to a US Taxpayer before the end of the applicable Short-Term Deferral Period, but before the original Vesting Date of the Award (or portion thereof) or the end of an applicable Holding Period, the US Taxpayer may not transfer, assign, charge or create any other security interest over or otherwise dispose of the Shares or cash received from the settlement of the Award (or portion thereof) or any rights in respect thereof. If after the end of the Short-Term Deferral Period, the Award (or portion thereof) does not Vest, then the Shares or cash received from the settlement of the Award (or portion thereof) which did not Vest will be immediately forfeited, and returned to the Company. If the US Taxpayer attempts to transfer, assign, charge or create any other security interest over or otherwise dispose of the Shares or cash received from the settlement of the Award (or portion thereof) or any rights in respect thereof, whether voluntarily or involuntarily, before the end of an applicable Holding Period, then the Shares or cash received from the settlement of the Award (or portion thereof) will be immediately forfeited, and returned to the Company.

4.4 For the avoidance of doubt, nothing in this paragraph 4 (Satisfaction) shall limit or impair any Holding Period applicable to the Shares or cash received from the satisfaction of an Award.

4.5 Dividend equivalent payment

4.6 In the event that an Award (or portion thereof) granted to a US Taxpayer includes a right to Dividend Equivalents under rule 7 (Dividend Equivalents), any Dividend Equivalents payment to be made on such Award shall be made no later than the end of the Short-Term Deferral Period applicable to such Dividend Equivalents, or, if later, the end of the extended period provided by paragraph 4.2 of this Schedule 1.

5. Changes to conditions

Other than to waive it, a condition applicable to an outstanding Award granted to a US Taxpayer may not be amended pursuant to rule 4.4 (Amendment or variation of Performance Conditions or other conditions), or any other provision of the Plan, if and to the extent that the amendment of the condition would result in the earlier ending of the applicable Short-Term Deferral Period.

6. Exchange of Awards

Where there is to be an exchange of a US Taxpayer’s Award pursuant to rule 13 (Exchange of Awards), the Committee shall attempt to structure the terms of the exchange and the New Award such that neither the exchange nor the New Award violate Section 409A.

7. Changing terms of Awards of US Taxpayers

Notwithstanding rule 19.2 (Participant Consent), the Committee need not obtain the approval of Participants for any changes to Awards that were granted to US Taxpayers which are necessary or desirable in order for the Awards to avoid a violation of Section 409A.

8. Interpretation and administrative intent

Awards granted, and Dividend Equivalents payable, to US Taxpayers are intended to be exempt from the requirements of Section 409A under the short-term deferral exception described in Section 1.409A-1(b)(4) of the US Treasury Regulations, and the Plan and this Schedule 1 shall be

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interpreted and administered consistent with such intention. For the avoidance of doubt, any delay in the Vesting of an Award pursuant to rule 8.4 (Timing of Vesting – Dealing Restrictions) or rule 8.5 (Timing of Vesting – investigation), or the fact that a Holding Period pursuant to rule 10 (Holding Period) or clawback provisions pursuant to rule 15 (Clawback) or rule 16 (Restrictive Covenants) or Schedule 3 (Restrictive Covenants) may be applied to an Award, will not impose an additional, or extend the existing, substantial risk of forfeiture applicable to such Award for the purposes of Section 409A.

In the event of any conflict between an applicable provision of the Plan and an applicable provision of this Schedule 1 with respect to an Award granted to a US Taxpayer, the provision of this Schedule 1 shall apply.

9. No liability

Each US Taxpayer is solely responsible and liable for the satisfaction of all taxes, penalties and interest that may be imposed on the US Taxpayer in connection with the Plan and/or this Schedule 1 or any Award, including any taxes, penalty and/or interest under Section 409A. No Member of the Group shall have any obligation to indemnify or otherwise hold the US Taxpayer harmless from any or all of such taxes, penalty or interest.

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Schedule 2: France

This Schedule 2 sets out the terms and conditions applicable to the Plan whereby Awards will be granted to Employees who are employed at the Grant Date by a Member of the Group whose registered office is in France (the “French Member of the Group”), (the “Eligible French Employees”).

The purpose of this French Schedule is to amend the terms of the Plan only to the extent necessary in order to satisfy French securities laws, exchange control, corporate law and tax requirement in order for the Awards granted to Eligible French Employees pursuant to this Schedule 2 to benefit from the specific French income tax and social security treatment (the “Qualified Awards”).

1. General

1.1 Definitions

Additional definitions are as follows

“Closed Period” is a Dealing Restriction period defined by Article L. 225-197-1 of the French Commercial Code as:

(i) ten quotation days preceding and three quotation days following the disclosure to the public of the consolidated financial statements or the annual statements of the Company; or

(ii) any period during which the corporate management of the Company possesses material information which could, if disclosed to the public, significantly impact the quotation of the Company, until ten quotation days after the day such information is disclosed to the public.

1.2 Application of the rules of the Plan

The rules of the Plan will apply to Qualified Awards made under this Schedule 2, as amended by the terms of this Schedule 2.

This Schedule 2 does not amend, add or otherwise alter the Plan as it applies to other Awards than the Qualified Awards.

References to rules are deemed references to the main rules of the Plan.

In the event of any conflict, whether explicit or implied, between the provisions of this Schedule 2 and the rules of the Plan, the provisions of this Schedule 2 shall override the rules of the Plan.

2. Qualified Awards

2.1 Grant of Awards

The rules of the Plan, the terms of this Schedule 2 and the terms and conditions applicable to Qualified Awards shall be interpreted and, where necessary, deemed to be modified in order to satisfy the relevant provisions to qualify for the French specific income tax and social security treatment.

2.2 No liability

No Member of the Group shall be liable for any adverse consequence, whether legal, tax or otherwise, if and to the extent the Qualified Awards do not qualify for such specific French income tax and social security treatment.

2.3 Liability for Taxation

The Company and any French Member of the Group may make such arrangements as it considers necessary to meet any Taxation liability of the Participant, whether the liability is a liability of, or is payable by, the Participant, the Company or any the Member of the Group.

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3. Phantom Awards

Phantom Awards granted under the Plan cannot be Qualified Awards.

4. Individual limit for Executive Directors

No Qualified Awards can be granted to an Eligible French Employee who:

(i) holds directly or indirectly, more than ten percent (10%) of the outstanding Shares of the Company; or

(ii) would, as a result of a grant of a Qualified Award, hold more than ten percent (10%) of the outstanding Shares of the Company.

Any Eligible French Employee who, on the Grant Date of a Qualified Award, and to the extent required under French law, is employed under the terms and conditions of an employment contract (“contrat de travail”) by a French entity or who is a corporate officer of a French Member of the Group, shall be eligible to receive, at the discretion of the Company or the empowered corporate body, Qualified Awards under the Plan as adjusted to meet the requirements of the French Code de Commerce.

5. Bankruptcy

The Participant Award cannot lapse where the Participant becomes bankrupt. Rule 6.2 (Bankruptcy) of the Plan does not apply.

6. Dividend Equivalents

Qualified Awards granted in accordance with this Schedule shall not carry any entitlement to Dividend Equivalents settled in any other means but in cash. For the Eligible French Employees, such Dividend Equivalents will be treated as a salary for social charges and income tax purposes.

7. Vesting of Awards

The determination by the Committee of the extent to which the Performance Conditions is satisfied cannot lead to a Vesting Date which is less than 2 years from the Grant Date.

8. Satisfaction of Awards

Qualified Awards granted in accordance with this Schedule 2 shall not be satisfied in cash and may only be settled in Shares. Rule 9.7 (Alternative ways to satisfy) of the Plan does not apply to Qualified Awards.

9. Holding Period

As a reminder, provided that the Vesting Date is not less than 2 years as set forth in Article 7 above, there is no necessity for the Committee to provide for a Holding Period.

10. Leavers

In the event of death (in accordance with rule 11.2.2), the Participant’s personal representative may ask for an immediate Vesting within a maximum period of 6 months following the Participant’s death. The determination of the Vesting Date by the Committee (in accordance with rule 11.2.8(i)) shall not exceed such period.

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The Vesting Date set forth in rule 11.2.9 (i) cannot be less than 2 years from the Grant Date.

11. Company events

The accelerated Vesting as set forth in rule 12.2 (Takeovers) of the Plan in case of takeover cannot lead to a Vesting Date that would be less than 2 years from the Grant Date as set forth in Paragraph 7 of this Schedule 2.

Notwithstanding the foregoing, should the Vesting Date be between 1 and 2 years from the Date of Grant, the Participant would then be required to hold the Shares for a period of no less than 1 year.

12. Clawback

The reduction of the Participant’s salary as a method chosen by the Committee to recover the amount of the Clawback Adjustment from the Participant pursuant to rule 15.4 (Recovery) of the Plan shall be limited to the frame set forth by French laws, which depends on the Participant’s personal situation.

13. Data Protection

Pursuant to French laws, when becoming Participants, the Eligible French Employees have a right to access and amend personal data they provide to the Company and/or the Member of the Group in the context of the Plan.

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Schedule 3: Restrictive Covenants

This Schedule 3 (Restrictive Covenants) sets out the Restrictive Covenants that will apply to a Participant if specified to do so in the Participant’s Award Certificate.

By participating in the Plan, a Participant may profit from and participate in the equity value of the Company. The purpose of this Schedule 3 (Restrictive Covenants) is to protect the legitimate business interests of the Company and the Group.

1. Covenants

By participating in the Plan, a Participant undertakes with the Company, on behalf of itself and as agent for each Relevant Group Company, that the Participant will not in any Relevant Capacity at any time during the Restricted Period:

1.1 within or in relation to the Restricted Territory take any steps preparatory to or be directly or indirectly engaged, employed, interested or concerned in:

(i) any Competing Business; and/or

(ii) any Target Business Entity; or

1.2 within or in relation to the Restricted Territory acquire a substantial or controlling interest directly or by or through any nominee or nominees in any Competing Business, Target Business Entity or in any Person owning or controlling a Competing Business or Target Business Entity; or

1.3 solicit or attempt to solicit, canvass, interfere with or entice away from the Company or any Relevant Group Company the custom or any prospective custom of any Client or any Prospect with a view to providing to that Client or Prospect any products or services which are the same as or materially similar to any Restricted Business in competition with the Company or any Relevant Group Company; or

1.4 provide or agree to provide any products or services which are the same as or materially similar to any Restricted Business to any Client or any Prospect in competition with the Company or any Relevant Group Company; or

1.5 solicit, entice or encourage or attempt to solicit, entice or encourage any Key Individual to leave the employment of the Company or any Relevant Group Company (whether or not such person would commit any breach of their contract of employment by doing so); or

1.6 employ, engage, appoint, enter into partnership or association with or in any way cause to be employed, engaged or appointed any Key Individual in relation to any Competing Business or any Person which is or is proposed to be directly or indirectly owned by or controlling any Competing Business; or

1.7 provide or agree to provide any products or services which are the same as or materially similar to any Restricted Business in respect of any Competitor Account; or

1.8 be employed or engaged by any Client or Prospect if as a result the Client or Prospect will cease to use or materially reduce its usage of the products or services of the Company or any Relevant Group Company or, in the case of a Prospect, will not use the products or services of the Company or any Relevant Group Company or use them to a materially lesser extent; or

1.9 solicit or try to solicit or place orders for the supply of products or services from any Supplier if as a result the Supplier will cease supplying, materially reduce its supply or vary detrimentally the terms on which it supplies products or services to the Company or any Relevant Group Company; or

1.10 encourage, assist or procure any Person to do anything which if done by that Participant would be a breach of paragraphs 1.1 to 1.9 of this Schedule 3 (Restrictive Covenants) (or any of them).

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2. Social Media

Connecting or reconnecting to Clients, Suppliers or Prospects using Social Media during the Restricted Period may amount to a breach of paragraphs 1.1 to 1.10 of this Schedule 3 (Restrictive Covenants).

3. Reasonable and Severable

By participating in the Plan, a Participant agrees that the restrictions (whether taken individually or as a whole) in paragraph 1 of this Schedule 3 (Restrictive Covenants) are reasonable, having regard to the legitimate protectable interests of the Company and each Relevant Group Company, and that each such restriction is intended to be separate and severable. In the event that any restriction is held to be void but would be valid if part of its wording was deleted, that restriction will apply with whatever deletions are necessary to make it valid and effective.

4. Equitable Relief

By participating in the Plan, a Participant agrees that:

4.1 damages shall be an inadequate remedy in the event of a breach by that Participant of any of the restrictions contained in paragraph 1 of this Schedule 3 (Restrictive Covenants) and that any such breach by that Participant or on that Participant’s behalf will cause the Company and any Relevant Group Company great and irreparable injury and damage; and

4.2 the Company and/or any Relevant Group Company will therefore be entitled, without waiving any additional rights or remedies otherwise available to them at law or in equity or by statute, to injunctive and other equitable relief in the event of a breach or intended or threatened breach by that Participant, or on that Participant’s behalf, of any of the restrictions contained in paragraph 1 of this Schedule 3 (Restrictive Covenants).

5. Conflict

If there is any conflict between a paragraph in this Schedule 3 (Restrictive Covenants) and a rule of the Plan or the terms of a Participant’s employment contract, the paragraph in this Schedule 3 (Restrictive Covenants) will take precedence.

6. Definitions

The definitions in the Plan shall have the same meaning in this Schedule 3 (Restrictive Covenants), unless expressly stated otherwise. For the purposes of this Schedule 3 (Restrictive Covenants) the following additional definitions will also apply:

“Client” means any Person with whom or which the Company or any Relevant Group Company has arrangements in place for the provision of any Restricted Business and with whom or which a Participant had material involvement or for whose business a Participant was responsible or about which a Participant acquired material Confidential Information, in the course of the Participant’s office or employment, at any time during the Relevant Period;

“Competing Business” means any Person providing or proposing to provide any products or services which are the same as or materially similar to and competitive with any Restricted Business;

“Competitor Account” means any account, product or brand which competes with any Client’s account, product or brand in respect of which a Participant had material dealings or responsibility on behalf of the Company or any Relevant Group Company or about which a Participant acquired material Confidential Information, during the course of the Participant’s office or employment, at any time during the Relevant Period;

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“Confidential Information” means trade secrets and confidential information;

“Effective Date” means the Termination Date or (if earlier) the date on which a Participant commences Garden Leave;

“Garden Leave” means any period during which the Company or Relevant Group Company exercises its discretion to require a Participant not to work;

“Key Individual” means any individual who was employed by the Company or any Relevant Group

Company to provide services personally at the Effective Date and who, in the course of their duties, during the Relevant Period had material dealings with the Participant and either:

(i) reported directly to the Participant and had material contact with clients or suppliers of the Company or any Relevant Group Company in the course of their employment; or

(ii) was a member of the board of directors or the senior management team of the Company or any Relevant Group Company or reported to any such board of directors or senior management team;

“Person” means any individual, firm, company or other entity;

“Prospect” means any Person who was at any time during the Relevant Period negotiating or discussing (which shall include for these purposes a pitch or presentation) with the Company or any Relevant Group Company the provision of any Restricted Business where a Participant was materially involved or had responsibility for such negotiations or discussions or acquired material Confidential Information in relation to such negotiations or discussions, in the course of the Participant’s office or employment, at any time during the Relevant Period;

“Recognised Investment Exchange” means an investment exchange recognised by the Financial Conduct Authority under Part XVIII of the UK Financial Services and Markets Act 2000, such that a recognition order is in force in respect of it;

“Relevant Capacity” means either alone or jointly with another or others, whether as principal, agent, consultant, director, partner, shareholder, independent contractor, employee or in any other capacity, whether directly or indirectly, through any Person and whether for a Participant’s own benefit or that of others (other than as a shareholder holding directly or indirectly by way of bona fide investment only, and subject to prior disclosure to the Company, up to 1% in nominal value of the issued share capital or other securities of any class of any company listed or dealt in on any Recognised Investment Exchange);

“Relevant Group Company” means any Member of the Group to which a Participant rendered services or for which a Participant had management or operational responsibility during the course of that Participant’s office or employment at any time during the Relevant Period;

“Relevant Period” means the twelve-month period ending with the Effective Date;

“Restricted Business” means and includes any of the products or services provided by the

Company or any Relevant Group Company at any time during the Relevant Period with which a Participant had a material involvement or about which a Participant acquired material Confidential Information at any time during the Relevant Period;

“Restricted Period” means:

(i) In relation to Participants who have ceased to be employed within the Group (as set out in rule 11.7 (Meaning of “ceases to be employed within the Group”) due to retirement, the period commencing on the Effective Date and ending on the later of the Vesting Date and:

(a) in relation to paragraphs 1.1, 1.2 and 1.7 of this Schedule 3 (Restrictive Covenants), the date that is 6 months after the Effective Date; and

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(a) in relation to all other sub-paragraphs of paragraph 1 of this Schedule 3 (Restrictive Covenants), the date that is 12 months after the Effective Date; and

(ii) in relation to all other Participants, the 6 month period commencing on the Effective Date in relation to paragraphs 1.1, 1.2 and 1.7 of this Schedule 3 (Restrictive Covenants) and the 12 month period commencing on the Effective Date in relation to all remaining sub-paragraphs of paragraph 1 (Covenants) of this Schedule 3 (Restrictive Covenants);

“Restricted Territory” means England and such other countries in which the Company and any Relevant Group Company provided any Restricted Business at the Effective Date;

“Social Media” means any online communication tool which facilitates the creation, publication, storage and/or exchange of user-generated content, including (but not limited to) Twitter, Skype, Facebook, Myspace, YouTube, Flickr, LinkedIn, Wikis, Google+ and Tumblr;

“Supplier” means any Person who at any time during the Relevant Period provided products or services to the Company or any Relevant Group Company being a Person with whom a Participant had material dealings or for whom a Participant had responsibility or about whom a Participant acquired material Confidential Information, in the course of the Participant’s office or employment, at any time during the Relevant Period;

“Target Business Entity” means any business howsoever constituted (whether or not providing a Restricted Business) which was at the Effective Date or at any time during the Relevant Period a business which the Company or any Relevant Group Company had entered into negotiations with or had approached or had identified as:

(i) a potential target with a view to its acquisition by the Company or any Relevant Group Company; and/or

(ii) a potential party to any joint venture with the Company or any Relevant Group Company,

in either case where such approach or negotiations or identity were known to a material degree by a Participant or about which a Participant acquired material Confidential Information, in the course of the Participant’s office or employment, during the Relevant Period; and

“Termination Date” means the date on which the Participant ceases to be employed within the Group, as set out in rule 11.7 (Meaning of “ceases to be employed within the Group”).

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EX-8.1

Exhibit 8.1

Our principal subsidiaries as of December 31, 2018, are listed below. All other subsidiaries, if considered in the aggregate, would not constitute a significant subsidiary under Rule 1-02(w) of Regulation S-X.

COMPANY NAME	JURISDICTION UNDER WHICH ORGANISED	OWNERSHIP INTEREST
United States
AKQA, Inc.	California		100
Mirum LLC	California		100
Possible Worldwide, LLC	California		100
Acceleration eMarketing Inc	Delaware		88
Arctouch LLC	Delaware		100
BCW LLC	Delaware		100
Benenson Strategy Group, LLC	Delaware		100
Bottle Rocket LLC	Delaware		100
Catalyst Online LLC	Delaware		100
Chi Wunderman Partnership LLC	Delaware		50
CMI Media, LLC	Delaware		100
Competitive Media Reporting, LLC	Delaware		100
DeepLocal Inc.	Delaware		100
Essence Global LLC	Delaware		100
Finsbury LLC	Delaware		100
Grey Global Group LLC	Delaware		100
Group M Worldwide, LLC	Delaware		100
Group SJR LLC	Delaware		100
GTB Agency, LLC	Delaware		100
Hill and Knowlton Strategies, LLC	Delaware		100
Hogarth California, LLC	Delaware		100
Hogarth Worldwide Inc.	Delaware		100
International Meetings & Science LLC	Delaware		100
J. Walter Thompson Company LLC	Delaware		100
J. Walter Thompson U.S.A., LLC	Delaware		100
Kantar Consulting LLC	Delaware		100
Kantar Health LLC	Delaware		100
Kantar LLC	Delaware		100
KBM Group LLC	Delaware		100
Landor, LLC	Delaware		100
Lightspeed, LLC	Delaware		100
Marketing Direct LLC	Delaware		100
Mediacom Worldwide LLC	Delaware		100
mPlatform, LLC	Delaware		100
Ogilvy CommonHealth Worldwide LLC	Delaware		100
Ogilvy Public Relations Worldwide LLC	Delaware		100
OpenMindWorld, LLC	Delaware		100
Penn, Schoen & Berland Associates, LLC	Delaware		100
PERQ/HCI, LLC	Delaware		100
Possible Mobile, LLC	Delaware		100
Promotion Execution Partners, LLC	Delaware		100
Rasor Holdings LLC	Delaware		100
Rockfish Interactive LLC	Delaware		100
Spafax Networks LLC	Delaware		100
Sudler & Hennessey, LLC	Delaware		100
Swift + POSSIBLE LLC	Delaware		100
Taxi Inc.	Delaware		100
Team Garage LLC	Delaware		100
The Exchange Lab Inc	Delaware		100
The Glover Park Group, LLC	Delaware		100
The Lacek Group LLC	Delaware		100
The Ogilvy Group, LLC	Delaware		100
Viscira, LLC	Delaware		100
Wavemaker Global LLC	Delaware		100
WPP Clapton Square, LLC	Delaware		100
WPP Group U.S. Finance LLC	Delaware		100
WPPIH 2001, Inc.	Delaware		100
Xaxis US, LLC	Delaware		100
Xaxis, LLC	Delaware		100
Young & Rubicam LLC	Delaware		100
Reese Communications Companies, Inc.	District of Columbia		100
Gorilla, LLC	Illinois		100
Triad Digital Media, LLC	Michigan		100
VML, LLC	Missouri		100
Wunderman Worldwide, LLC	Nevada		100
Geometry Global LLC	New York		100
GHG GreyHealth Group LLC	New York		100
GWE LLC	New York		100
Mindshare USA, LLC	New York		100
Ogilvy & Mather Worldwide, LLC	New York		100
WPP Montagu Square LLC	New York		100
Set Management, LLC	Oregon		65
Public Strategies, Inc.	Texas		100

COMPANY NAME	JURISDICTION UNDER WHICH ORGANISED	OWNERSHIP INTEREST
Non-US
MindShare Argentina S.A.	Argentina		100
M Media Group Pty Ltd	Australia		62
Mediacom Australia Pty Limited	Australia		62
Ogilvy Australia Pty Ltd	Australia		62
OPR AGENCY PTY LIMITED	Australia		62
Wavemaker Australia Pty Ltd	Australia		62
WPP AUNZ LIMITED	Australia		62
MediaCom – die Kommunikationsagentur GmbH	Austria		80
J Walter Thompson Middle East and North Africa E.C.	Bahrain		68
J Walter Thompson Publicidade Ltda	Brazil		100
KANTAR IBOPE Participações Ltda.	Brazil		100
KANTAR IBOPE Pesquisa de Mídia Ltda.	Brazil		100
Maristela Mafei Participações S.A.	Brazil		78
Ogilvy & Mather Brasil Comunicação Ltda	Brazil		100
PTR Brasil Publicidade Ltda.	Brazil		100
Y&R Propaganda Ltda	Brazil		90
Blast Radius Inc.	Canada		100
Entreprise de Communications Tank Inc.	Canada		100
John Street Inc	Canada		100
Mediacom Canada	Canada		100
MindShare Canada	Canada		100
Wavemaker Canada ULC	Canada		100
WPP Group Canada Finance, Inc.	Canada		100
Always (Shanghai) Marketing Services Co Ltd	China		65
Beijing Benpao Century Technology Development Co.,Ltd.	China		100
Blue Hive Shanghai Advertising Co Ltd	China		100
GroupM (Shanghai) Advertising Co. Ltd	China		100
Guangzhou Dawson Marketing Communication Co. Ltd	China		51
J.Walter Thompson Bridge Advertising Co. Ltd.	China		100
Kantar China Limited	China		95
Kinetic Advertising (Shanghai) Co. Ltd	China		100
Shanghai Easycom Advertising Co., Ltd.	China		75
Shanghai Linjie Marketing Services Co. Ltd.	China		70
Shanghai Ogilvy & Mather Advertising Ltd	China		100
TNS Sinotrust Market Research Consulting (Beijing) Co. Ltd.	China		100
Wavemaker Czech s.r.o.	Czech Republic		100
AKQA Denmark A/S	Denmark		75
MediaCom Danmark A/S	Denmark		100
Techedge ApS	Denmark		59
WPP Holding Denmark A/S	Denmark		100
Wunderman A/S	Denmark		51
CT Finances SA	France		83
Kantar SAS	France		100
Kantar TNS-MB SAS	France		100
KR Wavemaker SAS	France		100
Media Insight SNC	France		100
Mediacom Paris SA	France		100
Ogilvy & Mather S.A.S	France		100
Regional Management Group SAS	France		100
WPP Finance SA	France		100
AKQA GmbH	Germany		100
Commarco GmbH 120274	Germany		100
EMNID Gesellschaft mit beschränkter Haftung	Germany		100
GREY Düsseldorf GmbH	Germany		100
GroupM Competence Center GmbH	Germany		100
Groupm Germany GmbH	Germany		100
HERING SCHUPPENER Consulting Strategieberatung für Kommunikation GmbH	Germany		56
Hirschen Group GmbH	Germany		49
Kantar Deutschland GmbH	Germany		100
Kantar Live GmbH	Germany		100
Mather Direct GmbH	Germany		100
MediaCom Agentur für Media-Beratung GmbH	Germany		100
MediaCom TWENTYFIVE GmbH	Germany		100
MindShare GmbH	Germany		100
Ogilvy GmbH	Germany		100
PATH GmbH	Germany		100
plista GmbH	Germany		100
Syzygy AG	Germany		50
thjnk ag	Germany		100
Wavemaker GMBH	Germany		100
WPP Deutschland Holding GmbH & Co. KG	Germany		100
WPP Marketing Communications Germany GmbH	Germany		100
Young & Rubicam Group Germany GmbH	Germany		100
BATES CHINA LIMITED	Hong Kong		100
GroupM Limited	Hong Kong		100
MindShare Hong Kong Limited	Hong Kong		100
Wavemaker Hong Kong Limited	Hong Kong		100
WPP Marketing Communications (Hong Kong) Limited	Hong Kong		100
Wavemaker Hungary Kft	Hungary		100
AnalyticsQuotient Services India Private Limited	India		100
GroupM Media India Pvt Ltd	India		70
Hindustan Thompson Associates Private Limited	India		74
Kantar Analytics India Private Limited	India		100
MediaCom Communications Pvt Ltd	India		74
Ogilvy & Mather Pvt Limited	India		74
Ogilvy & Mather Pvt Ltd	India		74
FAST—Financial Administration Solutions & Technologies Srl	Italy		100
GroupM Srl	Italy		100
Mediacom Italia Srl	Italy		100
Mindshare SpA	Italy		100
Sentrix Global Health Communications Srl	Italy		100

COMPANY NAME	JURISDICTION UNDER WHICH ORGANISED	OWNERSHIP INTEREST
Wavemaker Italia S.r.l.	Italy		100
Xtel Srl	Italy		100
Grey Worldwide Inc (Japan)	Japan		100
WPP Scangroup Limited	Kenya		56
WPP Luxembourg Gamma Three Sarl	Luxembourg		100
WPP Luxembourg Sarl	Luxembourg		100
WPP Luxembourg Turris S.à r.l.	Luxembourg		100
WPP Marketing Communications (Malaysia) Sdn Bhd	Malaysia		100
MindShare de México, S.A. de C.V.	Mexico		100
Mirum, S.A. de C.V.	Mexico		100
Wavemaker Mexico, S. de R.L. de C.V.	Mexico		100
Worldwide Mediacom México, S.A. de C.V.	Mexico		100
WPP México, S.R.L. de C.V.	Mexico		100
Cavendish Square Holding BV	Netherlands		100
EffectiveBrands Holding B.V.	Netherlands		100
GroupM B.V.	Netherlands		100
Lightspeed Research B.V.	Netherlands		100
Russell Square Holding BV	Netherlands		100
Taylor Nelson Sofres BV	Netherlands		100
Wavemaker BV	Netherlands		100
Witgoud Investments B.V.	Netherlands		100
WPP Square one B.V	Netherlands		100
MediaCom AS (Norway)	Norway		100
GroupM Pakistan (Private) Ltd	Pakistan		100
Memac Ogilvy & Mather Holding Inc.	Panama		60
Kantar Philippines, Inc.	Philippines		99
Kantar Polska S.A.	Poland		100
MediaCom—Warszawa Sp.z.o.o.	Poland		100
MindShare Polska Sp. z.o.o.	Poland		100
Wavemaker Sp.z.o.o	Poland		100
Wavemaker Servicos Publicitarios Ltda.	Portugal		100
dtSI Inc	Republic of Korea		100
Kantar Korea Ltd	Republic of Korea		100
LLC ‘GroupM’	Russia		100
LLC ‘Mindshare’	Russia		100
LLC ‘Wavemaker’	Russia		100
GroupM Singapore Pte Ltd	Singapore		100
Ogilvy Singapore Pte. Ltd.	Singapore		100
Kantar South Africa (Pty) Limited	South Africa		81
Mindshare South Africa (Gauteng) (Proprietary) Limited	South Africa		79
Wavemaker (Pty) Ltd	South Africa		83
Kantar Media S.A.	Spain		100
Mediacom Iberia SA	Spain		100
Mindshare Spain SA	Spain		100
The Cocktail Global, S.L.	Spain		80
Wavemaker Publicidad Spain S.L.	Spain		100
WPP Holdings Spain, S.L.	Spain		100
Mediacom AG	Switzerland		100
Wavemaker Taiwan Ltd	Taiwan		100
WPP (Thailand) Ltd	Thailand		100
Mindshare Medya Hizmetleri A.S.	Turkey		100
Wavemaker MENA FZ LLC	United Arab Emirates		69
2Sixty Technologies Limited	United Kingdom		100
AKQA Limited	United Kingdom		100
Beaumont Square	United Kingdom		100
Cockpit Holdings Limited	United Kingdom		100
Cordiant Communications Group Limited	United Kingdom		100
Design Bridge Limited	United Kingdom		100
Enduring Organisation	United Kingdom		100
Essence Global Group Limited	United Kingdom		100
Finecast Limited	United Kingdom		100
G2 Branding and Design Limited	United Kingdom		100
Grey Advertising Limited	United Kingdom		100
GroupM UK Digital Limited	United Kingdom		100
Hill & Knowlton Limited	United Kingdom		100
Hogarth Worldwide Limited	United Kingdom		100
J. Walter Thompson Group Limited	United Kingdom		100
Kantar Media UK Ltd	United Kingdom		100
Kantar Retail UK Limited	United Kingdom		100
Kantar UK Limited	United Kingdom		100
Kinetic Worldwide Limited	United Kingdom		100
KR Media UK Limited	United Kingdom		100
Lightspeed Research Ltd	United Kingdom		100
Maxus Communications (UK) Limited	United Kingdom		100
MediaCom Group Limited	United Kingdom		100
Mediacom North Limited	United Kingdom		100
Mediaedge:CIA Worldwide Limited	United Kingdom		100
Millward Brown UK Limited	United Kingdom		100
Mindshare Media UK Limited	United Kingdom		100
Motion Content Group Limited	United Kingdom		100
MSIX Communications Limited	United Kingdom		50
Ogilvy & Mather Group (Holdings) Limited	United Kingdom		100
Precise Media Monitoring Limited	United Kingdom		100
Salmon Limited	United Kingdom		100
Spafax Airline Network Limited	United Kingdom		100
Stickleback Limited	United Kingdom		100
Superunion Limited	United Kingdom		100
The Finsbury Group Limited	United Kingdom		75
The Kantar Group Limited	United Kingdom		100
The&Partners London Limited	United Kingdom		50
TNS Group Holdings Limited	United Kingdom		100
Wavemaker Global Limited	United Kingdom		100
Wavemaker Limited	United Kingdom		100
WPP 2005 Limited	United Kingdom		100
WPP AMC Holdings	United Kingdom		100
WPP Beans Limited	United Kingdom		100
WPP Brands (UK) Limited	United Kingdom		100
WPP Brands Development Holdings (UK) Limited	United Kingdom		100
WPP Brands Holdings (UK) Limited	United Kingdom		100
WPP Finance 2010	United Kingdom		100
WPP Finance 2015 Limited	United Kingdom		100

COMPANY NAME	JURISDICTION UNDER WHICH ORGANISED	OWNERSHIP INTEREST
WPP Finance Co. Limited	United Kingdom		100
WPP Group (UK) Ltd	United Kingdom		100
WPP Jubilee Limited	United Kingdom		100
WPP Ottawa Ltd	United Kingdom		100
WPP Samson Limited	United Kingdom		100
WPP Sigma Limited	United Kingdom		100
WPP Sparkle Limited	United Kingdom		100
WPP Sphinx Limited	United Kingdom		100
WPP UK Germany Holdings	United Kingdom		100
WPP Unicorn Limited	United Kingdom		100
WPP Media Ltd	Vietnam		99

EX-12.1

Exhibit 12.1

Certification

I, Mark Read, certify that:

1. I have reviewed this annual report on Form 20-F of WPP plc;

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the company as of, and for, the periods presented in this report;

4. The company’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the company and have:

a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the company, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

c) Evaluated the effectiveness of the company’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

d) Disclosed in this report any change in the company’s internal control over financial reporting that occurred during the period covered by the annual report that has materially affected, or is reasonably likely to materially affect, the company’s internal control over financial reporting; and

5. The company’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the company’s auditors and the audit committee of the company’s board of directors (or persons performing the equivalent functions):

a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the company’s ability to record, process, summarize and report financial information; and

b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the company’s internal control over financial reporting.

Date: 26 April 2019

/s/ Mark Read

Mark Read

Chief Executive Officer

(principal executive officer)

EX-12.2

Exhibit 12.2

Certification

I, Paul Richardson, certify that:

1. I have reviewed this annual report on Form 20-F of WPP plc;

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the company as of, and for, the periods presented in this report;

4. The company’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the company and have:

a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the company, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

c) Evaluated the effectiveness of the company’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

d) Disclosed in this report any change in the company’s internal control over financial reporting that occurred during the period covered by the annual report that has materially affected, or is reasonably likely to materially affect, the company’s internal control over financial reporting; and

5. The company’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the company’s auditors and the audit committee of the company’s board of directors (or persons performing the equivalent functions):

a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the company’s ability to record, process, summarize and report financial information; and

b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the company’s internal control over financial reporting.

Date: 26 April 2019

/s/ Paul W.G. Richardson

Paul W.G. Richardson

Group Finance Director

(principal financial officer)

EX-13.1

Exhibit 13.1

CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350,

AS ADOPTED PURSUANT TO SECTION 906

OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Annual Report of WPP plc (the “Company”) on Form 20-F for the period ending 31 December 2018 (the “Report”), I, Mark Read, Chief Executive Officer of the Company, certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:

1) The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

2) The information contained in the Report fairly presents, in all material respects, the Company’s financial position and results of operations.

Date: 26 April 2019

/s/ Mark Read

Mark Read

Chief Executive Officer

EX-13.2

Exhibit 13.2

CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350,

AS ADOPTED PURSUANT TO SECTION 906

OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Annual Report of WPP plc (the “Company”) on Form 20-F for the period ending 31 December 2018 (the “Report”), I, Paul Richardson, Group Finance Director of the Company, certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:

1) The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

2) The information contained in the Report fairly presents, in all material respects, the Company’s financial position and results of operations.

Date: 26 April 2019

/s/ Paul W.G. Richardson

Paul W.G. Richardson

Group Finance Director

EX-14.1

Exhibit 14.1

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

We consent to the incorporation by reference in Registration Statement No. 333-06378, No. 333-103888, No. 333-108149, No. 333-129640, No. 333-129733, No. 333-152662, No. 333-157729, No. 333-185886, No. 333-185887, No. 333-185889, No. 333-185890, No. 333-208658, No. 333-208660 and No. 333-208661 each on Form S-8, and Registration Statement No. 333-192115-03 on Form F-3 of our reports dated 26 April 2019, relating to the consolidated financial statements of WPP plc and subsidiaries (the “Company”) (which report expresses an unqualified opinion and includes an explanatory paragraph regarding the Company’s change in its method of accounting for revenue from contracts with customers for each of the three years in the period ended 31 December 2018 due to the adoption of International Financial Reporting Standard 15 Revenue from Contracts with Customers), and the effectiveness of the Company’s internal control over financial reporting, appearing in this Annual Report on Form 20-F of WPP plc for the year ended 31 December 2018.

/s/ Deloitte LLP

Deloitte LLP

London, United Kingdom

26 April 2019

XML

Document and Entity Information	12 Months Ended
	Dec. 31, 2018 shares
Document and entity information [abstract]
Document Type	20-F
Amendment Flag	false
Document Period End Date	Dec. 31, 2018
Document Fiscal Year Focus	2018
Document Fiscal Period Focus	FY
Trading Symbol	WPP
Entity Registrant Name	WPP plc
Entity Central Index Key	0000806968
Current Fiscal Year End Date	--12-31
Entity Well-known Seasoned Issuer	Yes
Entity Current Reporting Status	Yes
Entity Filer Category	Large Accelerated Filer
Entity Emerging Growth Company	false
Entity Shell Company	false
Entity Common Stock, Shares Outstanding	1,332,678,227

XML

Consolidated Income Statement - GBP (£) £ in Millions		12 Months Ended
		Dec. 31, 2018	Dec. 31, 2017		Dec. 31, 2016
Profit or loss [abstract]
Revenue	[1],[2]	£ 15,602.4	£ 15,804.2		£ 14,887.3
Costs of services		(12,663.5)	(12,629.0)	[2]	(11,846.5)	[2]
Gross profit		2,938.9	3,175.2	[2]	3,040.8	[2]
General and administrative costs		(1,507.5)	(1,267.0)	[2]	(977.7)	[2]
Operating profit		1,431.4	1,908.2	[2]	2,063.1	[2]
Share of results of associates		43.5	113.5	[2]	49.8	[2]
Profit before interest and taxation		1,474.9	2,021.7	[2]	2,112.9	[2]
Finance income		104.8	95.2	[2]	80.4	[2]
Finance costs		(289.3)	(269.8)	[2]	(254.5)	[2]
Revaluation of financial instruments		172.9	262.2	[2]	(48.3)	[2]
Profit before taxation		1,463.3	2,109.3	[2]	1,890.5	[2]
Taxation		(323.9)	(197.0)	[2]	(388.9)	[2]
Profit for the year		1,139.4	1,912.3	[2]	1,501.6	[2]
Attributable to:
Equity holders of the parent		1,062.9	1,816.6	[2]	1,400.1	[2]
Non-controlling interests		76.5	95.7	[2]	101.5	[2]
Profit for the year		£ 1,139.4	£ 1,912.3	[2]	£ 1,501.6	[2]
Earnings per share
Basic earnings per ordinary share		£ 0.852	£ 1.440	[2]	£ 1.096	[2]
Diluted earnings per ordinary share		£ 0.843	£ 1.424	[2]	£ 1.080	[2]

[1] Intersegment sales have not been separately disclosed as they are not material.

[2] Prior year figures have been restated for the impact of the adoption of IFRS 15 Revenue from Contracts with Customers, as described in the accounting policies.

XML

Consolidated Statement of Comprehensive Income - GBP (£) £ in Millions	12 Months Ended
	Dec. 31, 2018	Dec. 31, 2017		Dec. 31, 2016
Statement of comprehensive income [abstract]
Profit for the year	£ 1,139.4	£ 1,912.3	[1]	£ 1,501.6	[1]
Items that may be reclassified subsequently to profit or loss:
Exchange adjustments on foreign currency net investments	78.9	(465.2)		1,378.0
Gain/(loss) on revaluation of available for sale investments		32.1		(93.1)
Items that may be reclassified subsequently to profit or loss	78.9	(433.1)		1,284.9
Items that will not be reclassified subsequently to profit or loss:
Actuarial gain/(loss) on defined benefit pension plans	8.9	17.0		(15.9)
Deferred tax on defined benefit pension plans	(0.7)	(24.6)		(0.4)
Movements on equity investments held at fair value through other comprehensive income	(247.9)
Items that will not be reclassified subsequently to profit or loss	(239.7)	(7.6)		(16.3)
Other comprehensive (loss)/income for the year	(160.8)	(440.7)		1,268.6
Total comprehensive income for the year	978.6	1,471.6		2,770.2
Attributable to:
Equity holders of the parent	893.1	1,395.6		2,600.6
Non-controlling interests	85.5	76.0		169.6
Total comprehensive income for the year	£ 978.6	£ 1,471.6		£ 2,770.2

[1] Prior year figures have been restated for the impact of the adoption of IFRS 15 Revenue from Contracts with Customers, as described in the accounting policies.

XML

Consolidated Cash Flow Statement - GBP (£) £ in Millions	12 Months Ended
	Dec. 31, 2018	Dec. 31, 2017	Dec. 31, 2016
Statement of cash flows [abstract]
Net cash inflow from operating activities	£ 1,693.8	£ 1,408.1	£ 1,773.8
Investing activities
Acquisitions	(298.8)	(477.5)	(719.3)
Proceeds on disposal of investments and subsidiaries	849.0	296.0	80.5
Purchases of property, plant and equipment	(314.8)	(288.9)	(252.1)
Purchases of other intangible assets (including capitalised computer software)	(60.4)	(37.3)	(33.0)
Proceeds on disposal of property, plant and equipment	9.5	8.0	7.7
Net cash inflow/(outflow) from investing activities	184.5	(499.7)	(916.2)
Financing activities
Share option proceeds	1.2	6.4	27.2
Cash consideration for non-controlling interests	(109.9)	(47.3)	(58.3)
Share repurchases and buy-backs	(207.1)	(504.2)	(427.4)
Net (decrease)/increase in borrowings	(440.6)	599.6	(22.5)
Financing and share issue costs	(3.8)	(0.8)	(6.4)
Equity dividends paid	(747.4)	(751.5)	(616.5)
Dividends paid to non-controlling interests in subsidiary undertakings	(106.2)	(87.8)	(89.6)
Net cash outflow from financing activities	(1,613.8)	(785.6)	(1,193.5)
Net increase/(decrease) in cash and cash equivalents	264.5	122.8	(335.9)
Translation of cash and cash equivalents	(61.5)	(27.2)	291.9
Cash and cash equivalents at beginning of year	1,998.2	1,902.6	1,946.6
Cash and cash equivalents at end of year	£ 2,201.2	£ 1,998.2	£ 1,902.6

XML

Consolidated Balance Sheet - GBP (£) £ in Millions	Dec. 31, 2018	Dec. 31, 2017	[1]
Non-current assets
Goodwill	£ 13,202.8	£ 12,952.9
Other	1,842.0	2,018.4
Property, plant and equipment	1,083.0	979.5
Interests in associates and joint ventures	796.8	1,065.2
Other investments	666.7	1,153.5
Deferred tax assets	153.0	160.3
Trade and other receivables	180.0	176.2
Non-current assets	17,924.3	18,506.0
Current assets
Corporate income tax recoverable	198.7	234.7
Trade and other receivables	13,101.5	12,530.7
Cash and short-term deposits	2,643.2	2,391.4
Current assets	15,943.4	15,156.8
Current liabilities
Trade and other payables	(15,038.4)	(14,241.1)
Corporate income tax payable	(545.9)	(649.3)
Bank overdrafts, bonds and bank loans	(1,025.1)	(624.1)
Current liabilities	(16,609.4)	(15,514.5)
Net current liabilities	(666.0)	(357.7)
Total assets less current liabilities	17,258.3	18,148.3
Non-current liabilities
Bonds and bank loans	(5,634.8)	(6,250.4)
Trade and other payables	(841.4)	(992.8)
Deferred tax liabilities	(479.5)	(513.7)
Provision for post-employment benefits	(184.3)	(206.3)
Provisions for liabilities and charges	(311.7)	(229.0)
Non-current liabilities	(7,451.7)	(8,192.2)
Net assets	9,806.6	9,956.1
Equity
Called-up share capital	133.3	133.3
Share premium account	569.7	568.5
Other reserves	393.5	761.7
Own shares	(1,255.7)	(1,171.1)
Retained earnings	9,541.4	9,194.9
Equity shareholder's funds	9,382.2	9,487.3
Non-controlling interests	424.4	468.8
Total equity	£ 9,806.6	£ 9,956.1

[1] Prior year figures have been restated for the impact of the adoption of IFRS 15 Revenue from Contracts with Customers, as described in the accounting policies.

XML

Consolidated Statement of Changes in Equity - GBP (£) £ in Millions		Total		Called-up share capital [member]	Share premium account [member]	Other reserves [member]	[1]	Own shares [member]	Retained earnings [member]	[2]	Total equity share owner's funds [member]	Non-controlling interests [member]
Beginning balance at Dec. 31, 2015		£ 8,009.9		£ 132.9	£ 535.3	£ (9.7)		£ (719.6)	£ 7,692.6		£ 7,631.5	£ 378.4
Ordinary shares issued		27.2		0.3	26.9						27.2
Treasury share additions		(274.5)						(274.5)			(274.5)
Treasury share allocations								3.9	(3.9)
Profit for the year		1,501.6	[3]						1,400.1		1,400.1	101.5
Exchange adjustments on foreign currency net investments		1,378.0				1,309.9					1,309.9	68.1
Gain/(loss) on revaluation of available for sale investments		(93.1)				(93.1)					(93.1)
Actuarial gain(loss) on defined benefit pension plans		(15.9)							(15.9)		(15.9)
Deferred tax on defined benefit pension plans		(0.4)							(0.4)		(0.4)
Other comprehensive (loss)/income for the year		1,268.6				1,216.8			(16.3)		1,200.5	68.1
Dividends paid		(706.1)							(616.5)		(616.5)	(89.6)
Non-cash share-based incentive plans (including share options)		106.5							106.5		106.5
Tax adjustment on share-based payments		3.9							3.9		3.9
Net movement in own shares held by ESOP Trusts		(152.9)						28.2	(181.1)		(152.9)
Recognition/remeasurement of financial instruments		4.9				(21.9)			26.8		4.9
Share purchases - close period commitments		8.6							8.6		8.6
Acquisition of subsidiaries	[4]	(36.0)							(20.7)		(20.7)	(15.3)
End of year at Dec. 31, 2016		9,761.7		133.2	562.2	1,185.2		(962.0)	8,400.0		9,318.6	443.1
Ordinary shares issued		6.4		0.1	6.3						6.4
Treasury share additions		(289.6)						(289.6)			(289.6)
Treasury share allocations								112.2	(112.2)
Profit for the year		1,912.3	[3]						1,816.6		1,816.6	95.7
Exchange adjustments on foreign currency net investments		(465.2)				(445.5)					(445.5)	(19.7)
Gain/(loss) on revaluation of available for sale investments		32.1				32.1					32.1
Actuarial gain(loss) on defined benefit pension plans		17.0							17.0		17.0
Deferred tax on defined benefit pension plans		(24.6)							(24.6)		(24.6)
Other comprehensive (loss)/income for the year		(440.7)				(413.4)			(7.6)		(421.0)	(19.7)
Dividends paid		(839.3)							(751.5)		(751.5)	(87.8)
Non-cash share-based incentive plans (including share options)		105.0							105.0		105.0
Tax adjustment on share-based payments		3.0							3.0		3.0
Net movement in own shares held by ESOP Trusts		(214.6)						(31.7)	(182.9)		(214.6)
Recognition/remeasurement of financial instruments		(21.8)				(10.1)			(11.7)		(21.8)
Acquisition of subsidiaries	[4]	(26.3)							(63.8)		(63.8)	37.5
End of year at Dec. 31, 2017		9,956.1	[3]	133.3	568.5	761.7		(1,171.1)	9,194.9		9,487.3	468.8
Accounting policy change (IFRS 9)	[5]					(407.4)			407.4
Beginning balance, revised at Dec. 31, 2017		9,956.1		133.3	568.5	354.3		(1,171.1)	9,602.3		9,487.3	468.8
Ordinary shares issued		1.2			1.2						1.2
Treasury share additions		(104.3)						(104.3)			(104.3)
Treasury share allocations								1.5	(1.5)
Profit for the year		1,139.4							1,062.9		1,062.9	76.5
Exchange adjustments on foreign currency net investments		78.9				69.9					69.9	9.0
Movements on equity investments held at fair value through other comprehensive income		(247.9)							(247.9)		(247.9)
Actuarial gain(loss) on defined benefit pension plans		8.9							8.9		8.9
Deferred tax on defined benefit pension plans		(0.7)							(0.7)		(0.7)
Other comprehensive (loss)/income for the year		(160.8)				69.9			(239.7)		(169.8)	9.0
Dividends paid		(853.6)							(747.4)		(747.4)	(106.2)
Non-cash share-based incentive plans (including share options)		84.8							84.8		84.8
Tax adjustment on share-based payments		(1.2)							(1.2)		(1.2)
Net movement in own shares held by ESOP Trusts		(102.8)						18.2	(121.0)		(102.8)
Recognition/remeasurement of financial instruments		(20.4)				(30.7)			10.3		(20.4)
Acquisition of subsidiaries	[4]	(131.8)							(108.1)		(108.1)	(23.7)
End of year at Dec. 31, 2018		£ 9,806.6		£ 133.3	£ 569.7	£ 393.5		£ (1,255.7)	£ 9,541.4		£ 9,382.2	£ 424.4

[1] Other reserves are analysed in note 26.

[2] Retained earnings have been restated for the impact of the adoption of IFRS 15 Revenue from Contracts with Customers, as described in the accounting policies.

[3] Prior year figures have been restated for the impact of the adoption of IFRS 15 Revenue from Contracts with Customers, as described in the accounting policies.

[4] Acquisition of subsidiaries represents movements in retained earnings and non-controlling interests arising from changes in ownership of existing subsidiaries and recognition of non-controlling interests on new acquisitions.

[5] The impact of the adoption of IFRS 9 Financial Instruments from 1 January 2018 is described in the accounting policies on pages F-2 to F-3.

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Accounting policies

12 Months Ended

Dec. 31, 2018

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Accounting policies

Accounting policies

The consolidated financial statements of WPP plc and its subsidiaries (the Group) for the year ended 31 December 2018 have been prepared in accordance with International Financial Reporting Standards (IFRS) as issued by the International Accounting Standards Board as they apply to the financial statements of the Group for the year ended 31 December 2018.

Basis of preparation

The consolidated financial statements have been prepared under the historical cost convention, except for the revaluation of certain financial instruments. The principal accounting policies are set out below.

The financial statements were approved by the Board of Directors and authorized for issue on 26 April 2019

Basis of consolidation

The consolidated financial statements include the results of the Company and all its subsidiary undertakings made up to the same accounting date. All intra-Group balances, transactions, income and expenses are eliminated in full on consolidation. The results of subsidiary undertakings acquired or disposed of during the period are included or excluded from the consolidated income statement from the effective date of acquisition or disposal.

New IFRS accounting pronouncements

At the date of authorisation of these financial statements, the following Standards, which have not been applied in these financial statements, were in issue but not yet effective:

• IFRS 16 Leases; and

• IFRIC 23 Uncertainty over Income Tax Treatments.

IFRS 16 is effective from 1 January 2019. The standard eliminates the classification of leases as either operating or finance leases and introduces a single accounting model. Lessees will be required to recognise a right-of-use asset and related lease liability for the majority of their operating leases and show depreciation of leased assets and interest on lease liabilities separately in the income statement. IFRS 16 will require the Group to recognise substantially all of its operating leases on the balance sheet.

The Group will adopt IFRS 16 effective 1 January 2019 on a modified retrospective basis and apply the standard retrospectively with the cumulative effect of initially applying the standard recognised at the date of initial application as an adjustment to retained earnings. Accordingly, prior year financial information will not be restated and will continue to be reported under IAS 17 Leases. The right-of-use asset and lease liability will initially be measured at the present value of the remaining lease payments, with the right-of-use asset being subject to certain adjustments. The estimated right-of-use asset and lease liability recorded on the balance sheet as of 1 January 2019 will be approximately £2.0 billion to £2.5 billion. Depreciation of the right-of-use asset and recognition of interest on the lease liability in the income statement will replace amounts recognised as rent expense under IAS 17, resulting in an estimated increase to operating margin of approximately 0.4 to 0.6 margin points and an estimated decrease to diluted earnings per share of approximately 1.3p to 1.6p.

IFRIC 23 is effective from 1 January 2019. The Group does not consider that this Standard will have a significant impact on the financial statements of the Group.

In the current year, the following Standards and Interpretations became effective:

• IFRS 9 Financial Instruments; and

• IFRS 15 Revenue from Contracts with Customers.

Impact of the Adoption of IFRS 9 Financial Instruments

The Group has adopted IFRS 9 Financial Instruments from 1 January 2018 which resulted in the movements in fair value of certain equity investments previously designated as ‘available-for-sale’ being designated as fair value through other comprehensive income or fair value through profit or loss. The cumulative movements in fair value taken to equity up to 31 December 2017 for these investments have been transferred from other reserves to retained earnings, resulting in an increase in retained earnings of £407.4 million and a corresponding decrease in other reserves.

Amounts classified as loans and receivables under IAS 39 Financial Instruments: Recognition and Measurement have been reclassified to amortised cost under IFRS 9. Further details on reclassification are set out in note 24.

The requirement under IFRS 9 to use an expected loss method of impairment of financial assets did not have a material effect on the Group due to the short-term nature of the Group’s trade and other receivables, which are mainly due from large national or multinational companies.

The Group continues to apply the hedge accounting requirements of IAS 39, as permitted by IFRS 9.

Comparatives have not been restated in accordance with the transitional guidance in IFRS 9 and the cumulative impact of adopting the standard on reserves at 1 January 2018 is shown in the consolidated statement of changes in equity.

Impact of the Adoption of IFRS 15 Revenue from Contracts with Customers

The Group has adopted IFRS 15 Revenue from Contracts with Customers from 1 January 2018 which resulted in changes in certain aspects of our accounting policies and adjustments to the amounts recognised in the financial statements. In accordance with the transition provisions in IFRS 15, the Group has adopted the new rules retrospectively and has restated comparatives for each prior year presented in the consolidated financial statements.

The new standard establishes a five-step model where consideration received or expected to be received is recognised as revenue when contractual performance obligations are satisfied by transferring control of the relevant goods or services to the customer. Adopting IFRS 15 did not have a significant impact on the timing of the Group’s revenue recognition nor on the Group’s equity.

However, for certain of our contracts, the adoption of IFRS 15 resulted in a change in our accounting for certain third-party costs. Third-party costs are included in revenue when the Group acts as principal with respect to the services provided to the client and are excluded when the Group acts as agent. Under IFRS 15, the principal versus agent assessment is based on whether the Group controls the relevant services before they are transferred to the client. As a result of the adoption of IFRS 15, there was an increase in third-party costs included in revenue and costs of services. This change increased revenue and costs of services by the same amount and therefore had no impact on gross profit or operating profit.

The following table summarises the impact of adopting IFRS 15 on the Group’s consolidated income statement for the years ended 31 December 2017 and 2016.

	Year ended 31 December 2017									Year ended 31 December 2016
£ million	As previously reported			IFRS 15 adjustments			As restated			As previously reported			IFRS 15 adjustments			As restated
Revenue		15,265.4			538.8			15,804.2			14,388.9			498.4			14,887.3
Costs of services		(12,090.2	)		(538.8	)		(12,629.0	)		(11,348.1	)		(498.4	)		(11,846.5	)
Gross profit		3,175.2			–			3,175.2			3,040.8			–			3,040.8

Work in progress includes outlays incurred on behalf of clients, including production costs, and other third-party costs that have not yet been billed and are considered receivables under IFRS 15. As such, £401.1 million of ‘Work in progress’ has been reclassified as ‘Trade and other receivables’ as of 31 December 2017. Other than this reclassification, the impact of the adoption of IFRS 15 on the consolidated balance sheet, consolidated cash flow statement, consolidated statement of changes in equity and earnings per share was immaterial.

Goodwill and other intangible assets

Intangible assets comprise goodwill, certain acquired separable corporate brand names, acquired customer relationships, acquired proprietary tools and capitalised computer software not integral to a related item of hardware.

Goodwill represents the excess of fair value attributed to investments in businesses or subsidiary undertakings over the fair value of the underlying net assets, including intangible assets, at the date of their acquisition.

Goodwill impairment reviews are undertaken annually or more frequently if events or changes in circumstances indicate a potential impairment. The carrying value of goodwill is compared to the net present value of future cash flows derived from the underlying assets using a projection period of up to five years for each cash-generating unit. After the projection period a steady growth rate representing an appropriate long-term growth rate for the industry is applied. Any impairment is recognised immediately as an expense and is not subsequently reversed.

Corporate brand names, customer relationships and proprietary tools acquired as part of acquisitions of businesses are capitalised separately from goodwill as intangible assets if their value can be measured reliably on initial recognition and it is probable that the expected future economic benefits that are attributable to the asset will flow to the Group.

Certain corporate brands of the Group are considered to have an indefinite economic life because of the institutional nature of the corporate brand names, their proven ability to maintain market leadership and profitable operations over long periods of time and the Group’s commitment to develop and enhance their value. The carrying value of these intangible assets is reviewed at least annually for impairment and adjusted to the recoverable amount if required.

Amortisation is provided at rates calculated to write off the cost less estimated residual value of each asset on a straight-line basis over its estimated useful life as follows:

• Brand names (with finite lives) – 10-20 years.

• Customer-related intangibles – 3-10 years.

• Other proprietary tools – 3-10 years.

• Other (including capitalised computer software) – 3-5 years.

Contingent consideration

Contingent consideration is accounted for in accordance with IFRS 3 Business Combinations. Contingent consideration only applies to situations where contingent payments are not dependent on future employment of vendors and any such payments are expensed when they relate to future employment.

Future anticipated payments to vendors in respect of contingent consideration (earnout agreements) are initially recorded at fair value which is the present value of the expected cash outflows of the obligations. The obligations are dependent on the future financial performance of the interests acquired (typically over a four- to five-year period following the year of acquisition) and assume the operating companies improve profits in line with Directors’ estimates. The Directors derive their estimates from internal business plans together with financial due diligence performed in connection with the acquisition.

Subsequent adjustments to the fair value are recorded in the consolidated income statement within revaluation of financial instruments.

Property, plant and equipment

Property, plant and equipment are shown at cost less accumulated depreciation and any provision for impairment with the exception of freehold land which is not depreciated. The Group assesses the carrying value of its property, plant and equipment to determine if any impairment has occurred. Where this indicates that an asset may be impaired, the Group applies the requirements of IAS 36 Impairment of Assets in assessing the carrying amount of the asset. This process includes comparing its recoverable amount with its carrying value. Depreciation is provided at rates calculated to write off the cost less estimated residual value of each asset on a straight-line basis over its estimated useful life, as follows:

• Freehold buildings – 50 years.

• Leasehold land and buildings – over the term of the lease or life of the asset, if shorter.

• Fixtures, fittings and equipment – 3-10 years.

• Computer equipment – 3-5 years.

Interests in associates and joint ventures

An associate is an entity over which the Group has significant influence. In certain circumstances, significant influence may be represented by factors other than ownership and voting rights, such as representation on the Board of Directors.

The Group’s share of the profits less losses of associate undertakings net of tax, interest and non-controlling interests is included in the consolidated income statement and the Group’s share of net assets is shown within interests in associates in the consolidated balance sheet. The Group’s share of the profits less losses and net assets is based on current information produced by the undertakings, adjusted to conform with the accounting policies of the Group.

The Group assesses the carrying value of its associate undertakings to determine if any impairment has occurred. Where this indicates that an investment may be impaired, the Group applies the requirements of IAS 36 in assessing the carrying amount of the investment. This process includes comparing its recoverable amount with its carrying value.

The Group accounts for joint venture investments under the equity method which is consistent with the Group’s treatment of associates.

Other investments

The Group has adopted IFRS 9 Financial Instruments from 1 January 2018 which resulted in the movements in fair value of certain equity investments previously designated as ‘available-for-sale’ being designated as fair value through other comprehensive income or fair value through profit or loss. Further details on reclassifications are set out in note 24. Movements in fair value through profit or loss are recorded in the consolidated income statement within revaluation of financial instruments.

Accrued and deferred income

Accrued income is a contract asset and is recognised when a performance obligation has been satisfied but has not yet been billed. Contract assets are transferred to receivables when the right to consideration is unconditional and billed per the terms of the contractual agreement.

In certain cases, payments are received from customers prior to satisfaction of performance obligations and recognised as deferred income. These balances are considered contract liabilities and are typically related to prepayments for third party expenses that are incurred shortly after billing.

Trade receivables and work in progress

Trade receivables are stated net of provisions for bad and doubtful debts. The Group has adopted IFRS 9 Financial Instruments from 1 January 2018 which requires an expected loss method of impairment of financial assets to be used. The implementation of this did not have a material impact on the Group.

The Group has applied the simplified approach to measuring expected credit losses, as permitted by IFRS 9. Therefore the Group does not track changes in credit risk, but recognises a loss allowance based on the financial asset’s lifetime expected credit loss. The Group measures expected credit losses based on the ageing of the receivable, based on the Group’s historical experience and informed credit assessment. The Group considers a loss allowance to be required for 50% of all invoices aged 180 days to 1 year and 100% of all invoices aged over 1 year, with adjustments where there is specific information to indicate that recoverability of the balance is likely. Further credit losses are recognised where the Group has information that indicates it is unlikely to recover balances in full.

Further details on provisions for bad and doubtful debts are provided in note 16.

Work in progress includes outlays incurred on behalf of clients, including production costs, and other third-party costs that have not yet been billed and are considered receivables under IFRS 15 Revenue from Contracts with Customers.

Foreign currency and interest rate hedging

The Group’s policy on interest rate and foreign exchange rate management sets out the instruments and methods available to hedge interest and currency risk exposures and the control procedures in place to ensure effectiveness.

The Group uses derivative financial instruments to reduce exposure to foreign exchange risk and interest rate movements. The Group does not hold or issue derivative financial instruments for speculative purposes.

Derivatives are initially recognised at fair value at the date a derivative contract is entered into and are subsequently remeasured to their fair value at each balance sheet date. The resulting gain or loss is recognised in profit or loss immediately unless the derivative is designated and effective as a hedging instrument, in which event the timing of the recognition in profit or loss depends on the nature of the hedge relationship.

At the inception of the hedge relationship the entity documents the relationship between the hedging instrument and hedged item, along with its risk management objectives and its strategy for undertaking various hedge transactions. Furthermore, at the inception of the hedge and on an ongoing basis, the Group documents whether the hedging instrument that is used in a hedging relationship is highly effective in offsetting changes in fair values or cash flows of the hedged item.

Note 24 contains details of the fair values of the derivative instruments used for hedging purposes.

Changes in the fair value of derivatives that are designated and qualify as fair value hedges are recorded in profit or loss immediately, together with any changes in the fair value of the hedged item that is attributable to the hedged risk.

The effective portion of changes in the fair value of derivatives that are designated and qualify as cash flow or net investment hedges is recognised in other comprehensive income and deferred in equity. The gain or loss relating to the ineffective portion is recognised immediately in profit or loss. Amounts deferred in equity are recycled in profit or loss in the periods when the hedged item is recognised in profit or loss. However, when the forecast transaction that is hedged results in the recognition of a non-financial asset or a non-financial liability, the gains and losses previously deferred in equity are transferred from equity and included in the initial measurement of the cost of the asset or liability.

Hedge accounting is discontinued when the hedging instrument expires or is sold, terminated, or exercised, or no longer qualifies for hedge accounting. At that time, any cumulative gain or loss on the hedging instrument recognised in equity is retained in equity until the forecast transaction occurs. If a hedged transaction is no longer expected to occur, the net cumulative gain or loss recognised in equity is transferred to net profit or loss for the period.

Derivatives embedded in other financial instruments or other host contracts are treated as separate derivatives when their risks and characteristics are not closely related to those of host contracts and the host contracts are not carried at fair value with unrealised gains or losses reported in the consolidated income statement.

Liabilities in respect of option agreements

Option agreements that allow the Group’s equity partners to require the Group to purchase a non-controlling interest are treated as derivatives over equity instruments and are recorded in the consolidated balance sheet initially at the present value of the redemption amount in accordance with IAS 32 Financial Instruments: Presentation and subsequently measured at fair value in accordance with IFRS 9 Financial Instruments. The movement in the fair value is recognised as income or expense within revaluation of financial instruments in the consolidated income statement.

Derecognition of financial liabilities

In accordance with IFRS 9 Financial Instruments, a financial liability of the Group is only released to the consolidated income statement when the underlying legal obligation is extinguished.

Debt

Interest-bearing debt is recorded at the proceeds received, net of direct issue costs.

Borrowing costs

Finance costs of borrowing are recognised in the consolidated income statement over the term of those borrowings.

Revenue recognition

The Group is a leading worldwide creative transformation organisation offering national and multinational clients a comprehensive range of communications, experience, commerce and technology services. Contracts often involve multiple agencies offering different services in different countries. As such, the terms of local, regional and global contracts can vary to meet client needs and regulatory requirements. Consistent with the industry, contracts are typically short-term in nature and tend to be cancellable by either party with 90 days notice. The Group is generally entitled to payment for work performed to date.

The Group is generally paid in arrears for its services. Invoices are typically payable within 30 to 60 days. Revenue comprises commissions and fees earned in respect of amounts billed and is stated exclusive of VAT, sales taxes and trade discounts. Pass-through costs comprise fees paid to external suppliers when they are engaged to perform part or all of a specific project and are charged directly to clients, predominantly media and data collection costs. Costs to obtain a contract are typically expensed as incurred as the contracts are generally short-term in nature.

In most instances, promised services in a contract are not considered distinct or represent a series of services that are substantially the same with the same pattern of transfer to the customer and, as such, are accounted for as a single performance obligation. However, where there are contracts with services that are capable of being distinct, are distinct within the context of the contract, and are accounted for as separate performance obligations, revenue is allocated to each of the performance obligations based on relative standalone selling prices.

Revenue is recognised when a performance obligation is satisfied, in accordance with the terms of the contractual arrangement. Typically performance obligations are satisfied over time as services are rendered. Revenue recognised over time is based on the proportion of the level of service performed. Either an input method or an output method, depending on the particular arrangement, is used to measure progress for each performance obligation. For most fee arrangements, costs incurred are used as an objective input measure of performance. The primary input of substantially all work performed under these arrangements is labour. There is normally a direct relationship between costs incurred and the proportion of the contract performed to date. In other circumstances relevant output measures, such as the achievement of any project milestones stipulated in the contract, are used to assess proportional performance.

For our retainer arrangements, we have a stand ready obligation to perform services on an ongoing basis over the life of the contract. The scope of these arrangements are broad and generally are not reconcilable to another input or output criteria. In these instances, revenue is recognised using a time-based method resulting in straight-line revenue recognition.

The amount of revenue recognised depends on whether we act as an agent or as a principal. Certain arrangements with our clients are such that our responsibility is to arrange for a third party to provide a specified good or service to the client. In these cases we are acting as an agent as we do not control the relevant good or service before it is transferred to the client. When we act as an agent, the revenue recorded is the net amount retained. Costs incurred with external suppliers (such as production costs and media suppliers) are excluded from revenue and recorded as work in progress until billed.

The Group acts as principal when we control the specified good or service prior to transfer. When the Group acts as a principal (such as in-house production services, events, data investment management and branding), the revenue recorded is the gross amount billed. Billings related to out-of-pocket costs such as travel are also recognised at the gross amount billed with a corresponding amount recorded as an expense.

Further details on revenue recognition are detailed by sector below:

Advertising and Media Investment Management

Revenue is typically derived from media placements and advertising services. Revenue may consist of various arrangements involving commissions, fees, incentive-based revenue or a combination of the three, as agreed upon with each client. Revenue for commissions on purchased media is typically recognised at the point in time the media is run.

The Group receives volume rebates from certain suppliers for transactions entered into on behalf of clients that, based on the terms of the relevant contracts and local law, are either remitted to clients or retained by the Group. If amounts are passed on to clients they are recorded as liabilities until settled or, if retained by the Group, are recorded as revenue when earned.

Variable incentive-based revenue typically comprises both quantitative and qualitative elements. Incentive compensation is estimated using the most likely amount and is included in revenue up to the amount that is highly probable not to result in a significant reversal of cumulative revenue recognised. The Group recognises incentive revenue as the related performance obligation is satisfied.

Data Investment Management

Revenue for market research services is typically recognised over time based on input measures. For certain performance obligations, output measures such as the percentage of interviews completed, percentage of reports delivered to a client and the achievement of any project milestones stipulated in the contract are used to measure progress.

While most of the studies provided in connection with the Group’s market research contracts are undertaken in response to an individual client’s or group of clients’ specifications, in certain instances a study may be developed as an off-the-shelf product offering sold to a broad client base. For these transactions, revenue is recognised when the product is delivered. When the terms of the transaction provide for licensing the right to access a product on a subscription basis, revenue is recognised over the subscription period, typically on a straight-line basis.

Public Relations & Public Affairs and Brand Consulting, Health & Wellness and Specialist Communications

Revenue for these services is typically derived from retainer fees and fees for services to be performed subject to specific agreement. Most revenue under these arrangements is earned over time, in accordance with the terms of the contractual arrangement.

Taxation

Corporate taxes are payable on taxable profits at current rates. The tax expense represents the sum of the tax currently payable and deferred tax.

The Group is subject to corporate taxes in a number of different jurisdictions and judgement is required in determining the appropriate provision for transactions where the ultimate tax determination is uncertain. In such circumstances, the Group recognises liabilities for anticipated taxes based on the best information available and where the anticipated liability is both probable and estimable, liabilities are classified as current. Any interest and penalties accrued are included in corporate income taxes both in the consolidated income statement and balance sheet. Where the final outcome of such matters differs from the amount recorded, any differences may impact the income tax and deferred tax provisions in the period in which the final determination is made.

The tax laws that apply to the Group’s subsidiaries may be amended by the relevant tax authorities. Such potential amendments are regularly monitored and adjustments are made to the Group’s tax liabilities and deferred tax assets and liabilities where necessary.

The tax currently payable is based on taxable profit for the year. Taxable profit differs from net profit as reported in the consolidated income statement because it excludes items of income or expense that are taxable or deductible in other years and it further excludes items that are never taxable or deductible. The Group’s liability for current tax is calculated using tax rates that have been enacted or substantively enacted by the balance sheet date.

Deferred tax is the tax expected to be payable or recoverable on differences between the carrying amounts of assets and liabilities in the financial statements and the corresponding tax bases used in the computation of taxable profit, and is accounted for using the balance sheet liability method. Deferred tax liabilities are recognised for all taxable temporary differences unless specifically excepted by IAS 12 Income Taxes. Deferred tax is charged or credited in the consolidated income statement, except when it relates to items charged or credited to other comprehensive income or directly to equity, in which case the deferred tax is also dealt with in other comprehensive income or equity. Deferred tax assets are recognised to the extent that it is probable that taxable profits will be available against which deductible temporary differences can be utilised, which can require the use of accounting estimation and the exercise of judgement. Such assets and liabilities are not recognised if the temporary difference arises from the initial recognition of goodwill or other assets and liabilities (other than in a business combination) in a transaction that affects neither the taxable profit nor the accounting profit.

The carrying amount of deferred tax assets is reviewed at each balance sheet date and reduced to the extent that it is no longer probable that sufficient taxable profits will be available to allow all or part of the asset to be recovered.

Deferred tax liabilities are recognised for taxable temporary differences arising on investments in subsidiaries and associates, and interests in joint ventures, except where the Group is able to control the reversal of the temporary difference and it is probable that the temporary difference will not reverse in the foreseeable future.

Deferred tax assets and liabilities are offset when there is a legally enforceable right to set off current tax assets against current tax liabilities and when they relate to income taxes levied by the same taxation authority and the Group intends to settle its current tax assets and liabilities on a net basis.

Deferred tax is calculated at the tax rates that are expected to apply in the period when the liability is settled or the asset is realised based on enacted or substantively enacted legislation.

Retirement benefit costs

The Group accounts for retirement benefit costs in accordance with IAS 19 Employee Benefits.

For defined contribution plans, contributions are charged to the consolidated income statement as payable in respect of the accounting period.

For defined benefit plans the amounts charged to operating profit are the current service costs, past service costs, administrative expenses and gains and losses on settlements and curtailments. They are included as part of staff costs. Past service costs are recognised immediately in the consolidated income statement when the related plan amendment occurs. Net interest expense is calculated by applying the discount rate to the recognised overall surplus or deficit in the plan.

Actuarial gains and losses are recognised immediately in the consolidated statement of comprehensive income.

Where defined benefit plans are funded, the assets of the plan are held separately from those of the Group, in separate independently managed funds. Pension plan assets are measured at fair value and liabilities are measured on an actuarial basis using the projected unit method and discounted at a rate equivalent to the current rate of return on a high-quality corporate bond of equivalent currency and term to the plan liabilities. The actuarial valuations are obtained at least triennially and are updated at each balance sheet date.

Recognition of a surplus in a defined benefit plan is limited based on the economic gain the Company is expected to benefit from in the future by means of a refund or reduction in future contributions to the plan, in accordance with IAS 19.

Provisions for liabilities and charges

Provisions comprise liabilities where there is uncertainty about the timing of settlement, but where a reliable estimate can be made of the amount. These include provisions for vacant space, sub-let losses and other property-related liabilities. Also included are other provisions, such as certain long-term employee benefits and legal claims, where the likelihood of settlement is considered probable.

Finance leases

Assets held under finance leases are recognised as assets of the Group at the inception of the lease at the lower of their fair value and the present value of the minimum lease payments. Depreciation on leased assets is charged to the consolidated income statement on the same basis as owned assets. Leasing payments are treated as consisting of capital and interest elements and the interest is charged to the consolidated income statement as it is incurred.

Operating leases

Operating lease rentals are charged to the consolidated income statement on a straight-line basis over the lease term. Any premium or discount on the acquisition of a lease is spread over the life of the lease on a straight-line basis.

Translation of foreign currencies

Foreign currency transactions arising from normal trading activities are recorded at the rates in effect at the date of the transaction. Monetary assets and liabilities denominated in foreign currencies at the year-end are translated at the year-end exchange rate. Foreign currency gains and losses are credited or charged to the consolidated income statement as they arise.

The income statements of overseas subsidiary undertakings are translated into pounds sterling at average exchange rates and the year-end net assets of these companies are translated at year-end exchange rates.

Exchange differences arising from retranslation of the opening net assets and on foreign currency borrowings (to the extent that they hedge the Group’s investment in such operations) are reported in the consolidated statement of comprehensive income.

Goodwill and fair value adjustments arising on the acquisition of a foreign entity are treated as assets and liabilities of the foreign entity and translated at the closing rate.

Hyperinflation in Argentina

During 2018, Argentina was designated as a hyperinflationary economy and the financial statements of the Group’s subsidiaries in Argentina have been adjusted for the effects of inflation in accordance with IAS 29 Financial Reporting in Hyperinflationary Economies.

IAS 29 requires that the income statement is adjusted for inflation in the period and translated at the year-end foreign exchange rate and that non-monetary assets and liabilities on the balance sheet are restated to reflect the change in purchasing power caused by inflation from the date of initial recognition. This resulted in an increase in goodwill of £105.8 million and an increase in other intangibles of £19.5 million. The impact on other non-monetary assets and liabilities and the impact on the Group’s income statement in the year were immaterial.

Share-based payments

The Group issues equity-settled share-based payments (including share options) to certain employees and accounts for these awards in accordance with IFRS 2 Share-Based Payment. Equity-settled share-based payments are measured at fair value (excluding the effect of non-market-based vesting conditions) at the date of grant. Details regarding the fair value of equity settled share-based transactions are set out in notes 21 and 25.

The fair value determined at the grant date is recognised in the consolidated income statement as an expense on a straight-line basis over the relevant vesting period, based on the Group’s estimate of the number of shares that will ultimately vest and adjusted for the effect of non-market-based vesting conditions.

Critical judgements and estimation uncertainty in applying accounting policies

Management is required to make key decisions and judgements whilst acknowledging there is estimation uncertainty in the process of applying the Group’s accounting policies. These estimates and judgements are reviewed on an ongoing basis. Where judgement has been applied or estimation uncertainty exists, the key factors taken into consideration are disclosed in the accounting policies and the appropriate note in these financial statements.

The most significant areas of estimation uncertainty include:

• Goodwill: The discounted cash flow methodology employed by the Group when testing for goodwill impairment requires estimates regarding revenue growth, operating margins, discount rates and working capital requirements. Further details of the methodology, discount rates, long-term growth rates and estimates used in relation to the goodwill impairment on VMLY&R in 2018 are set out in note 12.

• Payments due to vendors (earnout agreements) and liabilities in respect of put options: Estimates are required regarding growth rates in deriving future financial performance and discount rates to be applied when measuring the liabilities for earnouts and put options. Further details on growth rates and discount rates and the sensitivity to these estimates are set out in note 24.

• Provision for post-employment benefits: Estimates are required in the accounting for defined benefit pension plans, including establishing discount rates, rates of increase in salaries and pensions in payment, inflation and mortality assumptions. These estimates are made by management based on the advice of qualified advisors. Details of the assumptions used and the sensitivity of the benefit obligation to these assumptions are set out in note 22.

The most significant areas of judgements include:

• Revenue recognition: Judgement is required regarding the timing of recognition, particularly in relation to media volume income with regards to whether it is required to be passed back to the client and in assessing progress on performance obligations where revenue is recognised over time, particularly in the Group’s Data Investment Management business. Further details are set out in the accounting policy.

• Taxation: Judgement is required in relation to the level of provisions required and the amount of taxes that will be due, particularly given the many countries in which the Group operates. Where the final tax outcome is different from the amounts recorded then such differences may expose the Group to additional tax liabilities or impact the carrying value of deferred tax assets, which would affect the future tax charge. Further details are set out in note 7.

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General information

12 Months Ended

Dec. 31, 2018

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General information

1. General information

WPP plc is a company incorporated in Jersey. The address of the registered office is Queensway House, Hilgrove Street, St Helier, Jersey, JE1 1ES and the address of the principal executive office is Sea Containers, 18 Upper Ground, London, United Kingdom, SE1 9GL. The nature of the Group’s operations and its principal activities are set out in note 2. These consolidated financial statements are presented in pounds sterling.

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Segment information

12 Months Ended

Dec. 31, 2018

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Segment information

2. Segment information

The Group is a leading worldwide creative transformation organisation offering national and multinational clients a comprehensive range of communications, experience, commerce and technology services. Substantially all of the Group’s revenue is from contracts with customers.

The Group is organised into four reportable segments – Advertising and Media Investment Management; Data Investment Management; Public Relations & Public Affairs; and Brand Consulting, Health & Wellness and Specialist Communications. This last reportable segment includes direct, interactive and ecommerce.

IFRS 8 Operating Segments requires operating segments to be identified on the same basis as is used internally for the review of performance and allocation of resources by the Chief Executive Officer. Provided certain quantitative and qualitative criteria are fulfilled, IFRS 8 permits the aggregation of these components into reportable segments for the purposes of disclosure in the Group’s financial statements. In assessing the Group’s reportable segments, the Directors have had regard to the similar economic characteristics of certain operating segments, their shared client base, the similar nature of their products or services and their long-term margins, amongst other factors.

Reportable segments

Reported contributions were as follows:

Income statement	Revenue1,2		Revenue less pass-through costs2,3		Headline PBIT4		Headline PBIT margin5
	£m		£m		£m
2018
Advertising and Media Investment Management		7,132.4		5,529.7		972.4		17.6%
Data Investment Management		2,582.5		1,965.4		301.1		15.3%
Public Relations & Public Affairs		1,210.7		1,136.3		183.7		16.2%
Brand Consulting, Health & Wellness and Specialist Communications		4,676.8		4,195.2		590.1		14.1%
		15,602.4				2,047.3
2017
Advertising and Media Investment Management		7,368.7		5,889.3		1,109.0		18.8%
Data Investment Management		2,703.4		2,052.1		350.3		17.1%
Public Relations & Public Affairs		1,204.0		1,140.6		183.2		16.1%
Brand Consulting, Health & Wellness and Specialist Communications		4,528.1		4,087.6		624.6		15.3%
		15,804.2				2,267.1
2016
Advertising and Media Investment Management		6,709.4		5,450.9		1,027.2		18.8%
Data Investment Management		2,672.4		1,994.0		351.5		17.6%
Public Relations & Public Affairs		1,130.6		1,078.5		179.8		16.7%
Brand Consulting, Health & Wellness and Specialist Communications		4,374.9		3,905.2		601.8		15.4%
		14,887.3				2,160.3

Notes

¹  Intersegment sales have not been separately disclosed as they are not material.

²  Prior year figures have been restated for the impact of the adoption of IFRS 15 Revenue from Contracts with Customers, as described in the accounting policies.

³  Revenue less pass-through costs is revenue less media, data collection and other pass-through costs. Pass-through costs comprise fees paid to external suppliers where they are engaged to perform part or all of a specific project and are charged directly to clients, predominantly media and data collection costs. See note 3 to the consolidated financial statements for more details of the pass-through costs.

⁴  A reconciliation from profit before interest and taxation to headline PBIT is provided in note 29. PBIT is reconciled to reported profit before taxation in the consolidated income statement.

⁵  Headline PBIT margin is calculated as headline PBIT (defined above) as a percentage of revenue less pass-through costs. Previously referred to as revenue less pass-through costs margin.

Other information	Share-based payments		Capital additions1		Depreciation and amortisation2		Goodwill impairment		Share of results of associates		Interests in associates and joint ventures
	£m		£m		£m		£m		£m		£m
2018
Advertising and Media Investment Management		41.9		190.8		111.8		148.0		16.6		203.4
Data Investment Management		12.8		68.9		56.6		0.9		12.5		113.1
Public Relations & Public Affairs		8.3		13.4		13.8		–		5.2		39.5
Brand Consulting, Health & Wellness and Specialist Communications		21.8		102.1		81.6		35.0		9.2		440.8
		84.8		375.2		263.8		183.9		43.5		796.8
2017
Advertising and Media Investment Management		57.0		171.3		108.8		19.5		27.0		193.1
Data Investment Management		14.4		58.8		59.9		–		15.3		106.3
Public Relations & Public Affairs		8.6		10.6		12.2		7.6		6.3		34.2
Brand Consulting, Health & Wellness and Specialist Communications		25.0		85.5		86.1		–		64.9		731.6
		105.0		326.2		267.0		27.1		113.5		1,065.2
2016
Advertising and Media Investment Management		60.7		126.2		105.4		20.9		8.3		285.6
Data Investment Management		13.0		61.5		60.9		–		13.2		109.4
Public Relations & Public Affairs		7.5		10.3		11.6		–		3.2		108.1
Brand Consulting, Health & Wellness and Specialist Communications		25.3		87.1		81.5		6.1		25.1		566.3
		106.5		285.1		259.4		27.0		49.8		1,069.4

Notes

¹  Capital additions include purchases of property, plant and equipment and other intangible assets (including capitalised computer software).

²  Depreciation of property, plant and equipment and amortisation of other intangible assets.

Contributions by geographical area were as follows:

	2018 £m		20172 £m		20162 £m
Revenue1
North America3		5,371.0		5,659.2		5,400.9
UK		2,189.4		2,133.4		1,970.7
Western Continental Europe		3,335.3		3,230.6		3,008.5
Asia Pacific, Latin America, Africa & Middle East and Central & Eastern Europe		4,706.7		4,781.0		4,507.2
		15,602.4		15,804.2		14,887.3
Revenue less pass-through costs4
North America3		4,474.2		4,793.9		4,598.4
UK		1,691.3		1,688.0		1,590.2
Western Continental Europe		2,735.4		2,630.6		2,438.3
Asia Pacific, Latin America, Africa & Middle East and Central & Eastern Europe		3,925.7		4,057.1		3,801.7
Headline PBIT5
North America3		804.0		937.4		895.4
UK		244.6		280.0		261.4
Western Continental Europe		372.7		376.0		351.7
Asia Pacific, Latin America, Africa & Middle East and Central & Eastern Europe		626.0		673.7		651.8
		2,047.3		2,267.1		2,160.3
	Margin		Margin2		Margin2
Headline PBIT margin6
North America		18.0%		19.6%		19.5%
UK		14.5%		16.6%		16.4%
Western Continental Europe		13.6%		14.3%		14.4%
Asia Pacific, Latin America, Africa & Middle East and Central & Eastern Europe		15.9%		16.6%		17.1%

Notes

¹  Intersegment sales have not been separately disclosed as they are not material.

²  Prior year figures have been restated for the impact of the adoption of IFRS 15 Revenue from Contracts with Customers, as described in the accounting policies.

³  North America includes the US with revenue of £5,074.1 million (2017: £5,336.3 million, 2016: £5,107.2 million), revenue less pass-through costs of £4,236.7 million (2017: £4,535.3 million, 2016: £4,359.7 million) and Headline PBIT of £761.6 million (2017: £890.3 million, 2016: £849.4 million).

⁴  Revenue less pass-through costs is revenue less media, data collection and other pass-through costs. Pass-through costs comprise fees paid to external suppliers where they are engaged to perform part or all of a specific project and are charged directly to clients, predominantly media and data collection costs. See note 3 to the consolidated financial statements for more details of the pass-through costs.

⁵  See note 29 for a reconciliation of PBIT to headline PBIT.

⁶  Headline PBIT margin is calculated as headline PBIT (defined above) as a percentage of revenue less pass-through costs. Previously referred to as revenue less pass-through costs margin.

	2018 £m		2017 £m
Non-current assets1
North America2		7,269.7		7,667.5
UK		2,079.2		2,098.2
Western Continental Europe		4,385.6		4,542.1
Asia Pacific, Latin America, Africa & Middle East and Central & Eastern Europe		4,028.4		4,035.8
		17,762.9		18,343.6

Note

¹  Non-current assets excluding financial instruments and deferred tax.

²  North America includes the US with non-current assets of £6,791.9 million (2017: £7,202.7 million).

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Costs of services and general and administrative costs

12 Months Ended

Dec. 31, 2018

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Costs of services and general and administrative costs

3. Costs of services and general and administrative costs

	2018 £m			20171 £m			20161 £m
Costs of services		12,663.5			12,629.0			11,846.5
General and administrative costs		1,507.5			1,267.0			977.7
		14,171.0			13,896.0			12,824.2
Costs of services and general and administrative costs include:
	2018 £m			20171 £m			20161 £m
Staff costs (note 5)		8,172.6			8,319.0			7,784.9
Establishment costs		871.7			888.6			836.5
Media pass-through costs		1,458.0			1,429.4			1,276.2
Data collection pass-through costs		609.2			646.4			669.8
Other costs of services and general and administrative costs2		3,059.5			2,612.6			2,256.8
		14,171.0			13,896.0			12,824.2
Other costs of services and general and administrative costs include:
Goodwill impairment (note 12)		183.9			27.1			27.0
Investment write-downs		2.0			95.9			86.1
Restructuring and transformation costs		302.3			56.8			27.4
Amortisation and impairment of acquired intangible assets (note 12)		280.0			195.1			168.4
Amortisation of other intangible assets (note 12)		38.7			36.3			38.6
Depreciation of property, plant and equipment		225.1			230.7			215.2
Losses on sale of property, plant and equipment		0.6			1.1			0.8
Gains on disposal of investments and subsidiaries		(235.5	)		(129.0	)		(44.3	)
(Gains)/losses on remeasurement of equity interests arising from a change in scope of ownership		(2.0	)		0.3			(232.4	)
Net foreign exchange (gains)/losses		(13.2	)		12.9			(17.0	)

Notes

¹  Prior year figures have been restated for the impact of the adoption of IFRS 15 Revenue from Contracts with Customers, as described in the accounting policies.

²  Other costs of services and general and administrative costs include £708.6 million (2017: £558.8 million, 2016: £512.7 million) of other pass-through costs.

In 2018, operating profit includes credits totalling £29.9 million (2017: £44.8 million, 2016: £26.3 million) relating to the release of excess provisions and other balances established in respect of acquisitions completed prior to 2017. Further details of the Group’s approach to acquisition reserves, as required by IFRS 3 Business Combinations, are given in note 27.

The goodwill impairment charge of £183.9 million (2017: £27.1 million, 2016: £27.0 million) primarily relates to a charge of £148.0 million on VMLY&R, with the remaining £35.9 million relating to a number of under-performing businesses in the Group. In certain markets, the impact of current, local economic conditions and trading circumstances on these businesses is sufficiently severe to indicate impairment to the carrying value of goodwill.

Investment write-downs of £95.9 million in 2017 (2016: £86.1 million) include £53.1 million in relation to comScore Inc, which had not released any financial statements in relation to its 2015, 2016 or 2017 results due to an internal investigation by their Audit Committee. In 2017, the market value of comScore Inc fell below the Group’s carrying value. Other investment write-downs relate to certain non-core minority investments in the US where forecast financial performance and/or liquidity issues indicate a permanent decline in the recoverability of the Group’s investment.

In 2018, restructuring and transformation costs of £302.3 million comprise £210.3 million of restructuring costs and £92.0 million transformation costs with respect to strategic initiatives such as co-locations in major cities, IT transformation and shared services. In the fourth quarter of 2018, £234.0 million of restructuring and transformation costs were incurred in relation to the strategic review of the Group’s operations, as outlined in the investor day on 11 December 2018. As part of that review, restructuring actions have been taken to right-size underperforming businesses, address high cost severance markets and simplify operational structures. Further restructuring and transformation costs will be incurred in 2019, 2020 and 2021. The remaining £68.3 million primarily relates to restructuring costs recorded in the first half and transformation costs in relation to the continuing global IT transformation programme.

In 2017, restructuring and transformation costs of £56.8 million (2016: £27.4 million) predominantly comprise £33.7 million (2016: £nil) of severance costs arising from a structural assessment of certain of the Group’s operations, primarily in the mature markets; and £12.8 million (2016: £27.4 million) of costs resulting from the project to transform and rationalise the Group’s IT services and infrastructure including costs relating to the cyber attack in June 2017.

Gains on disposal of investments and subsidiaries of £235.5 million in 2018 (2017: £129.0 million, 2016: £44.3 million) include £185.3 million gains on the disposal of the Group’s interest in Globant S.A. Gains in 2017 include £92.3 million on the sale of the Group’s equity interest in Asatsu-DK Inc following its acquisition by Bain Capital.

In 2016, gains on remeasurement of equity interests arising from a change in scope of ownership of £232.4 million primarily comprise gains in relation to the reclassification of the Group’s interest in the Imagina Group in Spain from other investments to interests in associates, resulting from WPP attaining significant influence in the period.

Auditors’ remuneration:

	2018 £m		2017 £m		2016 £m
Fees payable to the Company’s auditors for the audit of the Company’s annual accounts		1.4		1.4		1.4
The audit of the Company’s subsidiaries pursuant to legislation		21.7		20.7		19.4
Other services pursuant to legislation		4.2		4.0		3.7
Fees payable to the auditors pursuant to legislation		27.3		26.1		24.5
Tax advisory services		–		0.1		1.6
Tax compliance services		0.1		0.1		1.3
Corporate finance services		–		–		0.1
Other services1		4.7		4.6		5.7
Total non-audit fees		4.8		4.8		8.7
Total fees		32.1		30.9		33.2

Note

¹  Other services include audits for earnout purposes.

	2018 £m			2017 £m			2016 £m
Operating lease rentals:
Land and buildings		585.3			586.6			556.1
Sublease income		(25.4	)		(17.9	)		(11.6	)
		559.9			568.7			544.5
Plant and machinery		10.6			11.9			10.6
		570.5			580.6			555.1

Minimum committed annual rentals

Amounts payable in 2019 under leases will be as follows:

	Plant and machinery						Land and buildings
	2019 £m		2018 £m		2017 £m		2019 £m		2018 £m		2017 £m
In respect of operating leases which expire:
– within one year		3.6		5.1		4.0		70.2		88.6		85.1
– within two to five years		19.2		10.8		10.5		272.7		236.2		287.9
– after five years		0.4		0.1		–		246.3		207.8		187.0
		23.2		16.0		14.5		589.2		532.6		560.0

Future minimum annual amounts payable under all lease commitments in existence at 31 December 2018 are as follows:

	Minimum gross rental payments £m		Less lease- related costs1 £m			Minimum net rental payments £m		Less sub-let rentals £m			Net payment £m
Year ending 31 December
2019		612.4		(54.2	)		558.2		(11.5	)		546.7
2020		475.0		(51.0	)		424.0		(6.4	)		417.6
2021		415.3		(47.3	)		368.0		(4.9	)		363.1
2022		362.4		(44.8	)		317.6		(4.3	)		313.3
2023		323.4		(43.1	)		280.3		(3.1	)		277.2
Later years		2,074.1		(362.5	)		1,711.6		(1.3	)		1,710.3
		4,262.6		(602.9	)		3,659.7		(31.5	)		3,628.2

Note

¹  Lease-related costs include real estate taxes, insurance costs and operating costs embedded in the rental payments to the landlord.

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Share of results of associates

12 Months Ended

Dec. 31, 2018

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Share of results of associates

4. Share of results of associates

Share of results of associates include:

	2018 £m			2017 £m			2016 £m
Share of profit before interest and taxation		123.8			145.1			97.1
Share of exceptional (losses)/gains		(41.7	)		0.8			(15.2	)
Share of interest and non-controlling interests		(9.7	)		(7.8	)		(4.7	)
Share of taxation		(28.9	)		(24.6	)		(27.4	)
		43.5			113.5			49.8

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Our people

12 Months Ended

Dec. 31, 2018

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Our people

5. Our people

Our staff numbers averaged 133,903 for the year ended 31 December 2018 against 134,428 in 2017 and 132,657 in 2016. Their geographical distribution was as follows:

	2018		2017		2016
North America		25,990		27,399		27,246
UK		14,331		14,197		14,070
Western Continental Europe		26,825		25,700		24,996
Asia Pacific, Latin America, Africa & Middle East and Central & Eastern Europe		66,757		67,132		66,345
		133,903		134,428		132,657

Their reportable segment distribution was as follows:

	2018		2017		2016
Advertising and Media Investment Management		55,421		56,789		55,120
Data Investment Management		28,309		28,629		29,279
Public Relations & Public Affairs		9,048		9,082		9,054
Brand Consulting, Health & Wellness and Specialist Communications		41,125		39,928		39,204
		133,903		134,428		132,657

At the end of 2018, staff numbers were 134,281 (2017: 134,413, 2016: 134,341).

Staff costs include:

	2018 £m		2017 £m		2016 £m
Wages and salaries		5,710.0		5,832.3		5,395.6
Cash-based incentive plans		240.7		219.2		260.2
Share-based incentive plans (note 21)		84.8		105.0		106.5
Social security costs		717.5		720.3		658.1
Pension costs (note 22)		191.2		192.0		178.1
Severance		37.5		39.5		34.5
Other staff costs1		1,190.9		1,210.7		1,151.9
		8,172.6		8,319.0		7,784.9

Note

¹  Freelance and temporary staff costs are included in other staff costs.

Included above are charges of £2.0 million (2017: £12.3 million, 2016: £15.5 million) for share-based incentive plans in respect of key management personnel (who comprise the Directors of the Group). Total compensation received by key management personnel in respect of 2018 was £6.2 million (2017: £17.8 million, 2016: £57.5 million) of which £0.4 million (2017: £0.7 million, 2016: £0.7 million) were pension contributions. The value of the EPSP awards, which vest in the year following the end of the five-year performance period, is included in total compensation in the year the relevant five-year performance period ends.

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Finance income, finance costs and revaluation of financial instruments

12 Months Ended

Dec. 31, 2018

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Finance income, finance costs and revaluation of financial instruments

6. Finance income, finance costs and revaluation of financial instruments

Finance income includes:

	2018 £m		2017 £m		2016 £m
Income from equity investments		15.4		16.8		12.5
Interest income		89.4		78.4		67.9
		104.8		95.2		80.4

Finance costs include:

	2018 £m		2017 £m		2016 £m
Net interest expense on pension plans (note 22)		4.4		6.3		6.7
Interest on other long-term employee benefits		4.0		3.9		2.7
Interest expense and similar charges1		280.9		259.6		245.1
		289.3		269.8		254.5

Revaluation of financial instruments include:

	2018 £m			2017 £m		2016 £m
Movements in fair value of treasury instruments		(12.4	)		1.1		(19.5	)
Revaluation of investments held at fair value through profit or loss		68.2			–		–
Revaluation of put options over non-controlling interests		34.5			52.5		(17.2	)
Revaluation of payments due to vendors (earnout agreements)		82.6			208.6		(11.6	)
		172.9			262.2		(48.3	)

Note

¹  Interest expense and similar charges are payable on bank overdrafts, bonds and bank loans held at amortised cost.

The majority of the Group’s long-term debt is represented by $2,784 million of US dollar bonds at an average interest rate of 4.46%, €3,700 million of Eurobonds at an average interest rate of 1.64% and £600 million of Sterling bonds at an average interest rate of 4.04%.

Average borrowings under the US Dollar Revolving Credit Facilities (note 10) amounted to the equivalent of $125 million at an average interest rate of 0.96% (2017: $715 million at an average interest rate of 0.78%).

Average borrowings under the Australian dollar Revolving Credit Facilities, amounted to A$439 million at an average rate of 3.27% (2017: A$412 million at an average rate of 3.24%).

Average borrowings under the US Commercial Paper Programme for 2018 amounted to $540 million at an average interest rate of 2.28% inclusive of margin (2017: $860 million at an average interest rate of 1.47% inclusive of margin).

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Taxation

12 Months Ended

Dec. 31, 2018

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Taxation

7. Taxation

In 2018, the effective tax rate on profit before taxation was 22.1% (2017: 9.3%, 2016: 20.6%)

On 22 December 2017, The Tax Cuts and Jobs Act was enacted in the US which reduced the federal tax rate from 35% to 21% from 1 January 2018. As a result, deferred tax assets and liabilities were remeasured at the end of 2017, leading to a non-cash credit to the income statement of £234.1 million, partially offset by a one-time deemed repatriation tax charge related to unremitted foreign earnings of £28.1 million, payable over eight years.

The tax charge comprises:

	2018 £m			2017 £m			2016 £m
Corporation tax
Current year		481.9			523.4			569.4
Prior years		(111.8	)		(98.6	)		(80.3	)
		370.1			424.8			489.1
Deferred tax
Current year		(49.0	)		(235.2	)		(88.0	)
Prior years		2.8			7.4			(12.2	)
		(46.2	)		(227.8	)		(100.2	)
Tax charge		323.9			197.0			388.9

The corporation tax credit for prior years in 2018, 2017 and 2016, mainly comprises the release of a number of provisions following the resolution of tax matters in various countries.

The tax charge for the year can be reconciled to profit before taxation in the consolidated income statement as follows:

	2018 £m			2017 £m			2016 £m
Profit before taxation		1,463.3			2,109.3			1,890.5
Tax at the corporation tax rate of 19.0%1		278.0			406.0			378.1
Tax effect of share of results of associates		(8.3	)		(21.8	)		(10.0	)
Irrecoverable withholding taxes		55.9			37.0			36.3
Items that are not deductible/(taxable) in determining taxable profit		28.7			(3.9	)		9.4
Effect of different tax rates in subsidiaries operating in other jurisdictions		90.2			140.3			60.4
US Transition Tax related to unremitted foreign earnings		(7.3	)		28.1			–
Effect of change in US tax rate on deferred tax balances		–			(234.1	)		–
Origination and reversal of unrecognised temporary differences		7.5			(17.2	)		(4.3	)
Tax losses not recognised or utilised in the year		22.3			32.5			52.2
Utilisation of tax losses not previously recognised		(25.6	)		(10.4	)		(11.3	)
Recognition of temporary differences not previously recognised		(8.4	)		(68.3	)		(29.4	)
Net release of prior year provisions in relation to acquired businesses		(20.4	)		(15.0	)		(23.3	)
Other prior year adjustments		(88.7	)		(76.2	)		(69.2	)
Tax charge		323.9			197.0			388.9
Effective tax rate on profit before tax		22.1%			9.3%			20.6%

Note

¹  The Parent Company of the Group is tax resident in the UK. As the Group is subject to the tax rates of more than one country, it has chosen to present its reconciliation of the tax charge using the UK corporation tax rate of 19% (2017: 19.25%, 2016: 20%).

Factors affecting the tax charge in future years

Given the Group’s geographic mix of profits and the changing international tax environment, the tax rate is expected to increase slightly over the next few years.

Factors that may affect the Group’s future tax charge include the levels and mix of profits in the many countries in which we operate, the prevailing tax rates in each of those countries and also the foreign exchange rates that apply to those profits. The tax charge may also be affected by the impact of acquisitions, disposals and other corporate restructurings, the resolution of open tax issues, future planning, and the ability to use brought forward tax losses. Furthermore, changes in local or international tax rules, for example prompted by the OECD’s Base Erosion and Profit Shifting project (a global initiative to improve the fairness and integrity of tax systems), or new challenges by tax or competition authorities, for example, the European Commission’s state aid investigation into Group Financing Exemption in the UK CFC rules announced in October 2017, may expose us to additional tax liabilities or impact the carrying value of our deferred tax assets, which would affect the future tax charge.

The Group has a number of open tax returns and various ongoing tax audits worldwide but does not currently expect material additional tax exposures to arise, above the amounts provided, as and when the audits are concluded. Liabilities relating to these open and judgemental matters are based upon estimates of whether additional taxes will be due after taking into account external advice where appropriate. Where the final tax outcome of these matters is different from the amounts which were initially recorded then such differences will impact the current and deferred income tax assets and liabilities in the period in which such determination is made.

Tax risk management

We maintain constructive engagement with the tax authorities and relevant government representatives, as well as active engagement with a wide range of international companies and business organisations with similar issues. We engage advisors and legal counsel to obtain opinions on tax legislation and principles. We have a Tax Risk Management Strategy in place which sets out the controls established and our assessment procedures for decision-making and how we monitor tax risk. We monitor proposed changes in taxation legislation and ensure these are taken into account when we consider our future business plans. Our Directors are informed by management of any tax law changes, the nature and status of any significant ongoing tax audits, and other developments that could materially affect the Group’s tax position.

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Ordinary dividends

12 Months Ended

Dec. 31, 2018

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Ordinary dividends

8. Ordinary dividends

Amounts recognised as distributions to equity holders in the year:

	2018		2017		2016		2018		2017		2016
Per share	Pence per share						£m		£m		£m
2017 Final dividend		37.30p		37.05p		28.78p		464.6		467.2		368.5
2018 Interim dividend		22.70p		22.70p		19.55p		282.8		284.3		248.0
		60.00p		59.75p		48.33p		747.4		751.5		616.5

Proposed final dividend for the year ended 31 December 2018:

	2018		2017		2016
Per share	Pence per share
Final dividend		37.30p		37.30p		37.05p

The payment of dividends will not have any tax consequences for the Group.

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Earnings per share

12 Months Ended

Dec. 31, 2018

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Earnings per share

9. Earnings per share

Basic EPS

The calculation of basic EPS is as follows:

	2018			2017			2016
Earnings1 (£m)		1,062.9			1,816.6			1,400.1
Average shares used in basic EPS calculation (m)		1,247.8			1,261.1			1,277.8
EPS		85.2	p		144.0	p		109.6	p

Note

¹  Earnings is equivalent to profit for the year attributable to equity holders of the parent.

Diluted EPS

The calculation of diluted EPS is as follows:

	2018			2017			2016
Diluted earnings (£m)		1,062.9			1,816.6			1,400.1
Average shares used in diluted EPS calculation (m)		1,261.2			1,275.8			1,296.0
Diluted EPS		84.3	p		142.4	p		108.0	p

Diluted EPS has been calculated based on the diluted earnings amounts above. At 31 December 2018, options to purchase 16.9 million ordinary shares (2017: 8.2 million, 2016: 8.4 million) were outstanding, but were excluded from the computation of diluted earnings per share because the exercise prices of these options were greater than the average market price of the Group’s shares and, therefore, their inclusion would have been accretive.

A reconciliation between the shares used in calculating basic and diluted EPS is as follows:

	2018 m		2017 m		2016 m
Average shares used in basic EPS calculation		1,247.8		1,261.1		1,277.8
Dilutive share options outstanding		1.6		1.8		2.4
Other potentially issuable shares		11.8		12.9		15.8
Shares used in diluted EPS calculation		1,261.2		1,275.8		1,296.0

At 31 December 2018 there were 1,332,678,227 (2017: 1,332,511,552, 2016: 1,331,880,730) ordinary shares in issue.

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Sources of finance

12 Months Ended

Dec. 31, 2018

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Sources of finance

10. Sources of finance

The following table summarises the equity and debt financing of the Group, and changes during the year:

			Shares					Debt
	2018 £m		2017 £m		2018 £m			2017 £m
Analysis of changes in financing
Beginning of year		701.8		695.4		6,481.3			6,033.1
Ordinary shares issued		1.2		6.4		–			–
Net (decrease)/increase in drawings on bank loans and corporate bonds		–		–		(440.6	)		599.6
Amortisation of financing costs included in debt		–		–		7.7			8.0
Other movements		–		–		(10.1	)		(6.9	)
Exchange adjustments		–		–		179.6			(152.5	)
End of year		703.0		701.8		6,217.9			6,481.3

Note

The table above excludes bank overdrafts which fall within cash and cash equivalents for the purposes of the consolidated cash flow statement.

Shares

At 31 December 2018, the Company’s share base was entirely composed of ordinary equity share capital and share premium of £703.0 million (2017: £701.8 million), further details of which are disclosed in note 25.

Debt

US$ bonds The Group has in issue $812 million of 4.75% bonds due November 2021, $500 million of 3.625% bonds due September 2022, $750 million of 3.75% bonds due September 2024, $272 million of 5.125% bonds due September 2042 and $450 million of 5.625% bonds due November 2043.

Eurobonds The Group has in issue €600 million of 0.75% bonds due November 2019, €750 million of 3% bonds due November 2023, €750 million of 2.25% bonds due September 2026, €600 million of 1.625% bonds due March 2030 and €250 million of Floating Rate Notes carrying a coupon of 3m EURIBOR + 0.32% due May 2020.

In March 2018, the Group issued €250 million of Floating Rate Notes carrying a coupon of 3m EURIBOR + 0.45% due March 2022 and €500 million of 1.375% bonds due March 2025.

Sterling bonds The Group has in issue £200 million of 6.375% bonds due November 2020 and £400 million of 2.875% bonds due September 2046. On 27 March 2019, the Group repaid the £200 million of 6.375% bonds due in 2020 following a tender offer.

Revolving Credit Facility The Group has a five-year Revolving Credit Facility of $2.5 billion due July 2021. On 15 March 2019, the Group refinanced the facility and extended the term of the $2.5 billion five-year revolving credit facility to March 2024. The Group’s borrowing under these facilities, which are drawn down predominantly in US dollars and pounds sterling, averaged the equivalent of $125 million in 2018. The Group has a A$150 million Revolving Credit Facility due June 2019 and a A$370 million Revolving Credit Facility due June 2021. The Group’s borrowings under the Australian dollar facilities which were drawn down in Australian dollars and New Zealand dollars, averaged the equivalent of A$439 million in 2018. The Group had available undrawn committed credit facilities of £2,074.7 million at 31 December 2018 (2017: £1,163.8 million).

Borrowings under the $2.5 billion Revolving Credit Facility are governed by certain financial covenants based on the results and financial position of the Group. Borrowings under the A$150 million Revolving Credit Facility and A$370 million Revolving Credit Facility are governed by certain financial covenants based on the results and financial position of WPP AUNZ.

US Commercial Paper Program

The Group operates a commercial paper programme using its Revolving Credit Facility as a backstop. The average commercial paper outstanding in 2018 was $540.0 million. There was no US Commercial Paper outstanding at 31 December 2018.

The following table is an analysis of future anticipated cash flows in relation to the Group’s debt, on an undiscounted basis which, therefore, differs from the fair value and carrying value:

	2018 £m			2017 £m
Within one year		(748.4	)		(391.7	)
Between one and two years		(596.8	)		(896.3	)
Between two and three years		(937.1	)		(584.3	)
Between three and four years		(742.5	)		(1,537.8	)
Between four and five years		(786.8	)		(487.9	)
Over five years		(4,199.7	)		(4,519.1	)
Debt financing (including interest) under the Revolving Credit Facility and in relation to unsecured loan notes		(8,011.3	)		(8,417.1	)
Short-term overdrafts – within one year		(442.0	)		(393.2	)
Future anticipated cash flows		(8,453.3	)		(8,810.3	)
Effect of discounting/financing rates		1,793.4			1,935.8
Debt financing		(6,659.9	)		(6,874.5	)

Analysis of fixed and floating rate debt by currency including the effect of interest rate and cross-currency swaps:

2018 Currency		£m		Fixed rate1		Floating basis		Period (months)1
$	– fixed		1,154.8		4.58		n/a		181
	– floating		1,029.6		n/a		LIBOR		n/a
£	– fixed		1,044.1		3.43		n/a		232
€	– fixed		2,425.9		1.99		n/a		75
	– floating		449.2		n/a		EURIBOR		n/a
Other			114.3		n/a		n/a		n/a
			6,217.9

2017 Currency		£m		Fixed rate1		Floating basis		Period (months)1
$	– fixed		1,146.1		4.62%		n/a		199
	– floating		1,760.9		n/a		LIBOR		n/a
£	– fixed		600.0		4.04%		n/a		245
€	– fixed		2,623.9		1.85%		n/a		80
	– floating		222.2		n/a		EURIBOR		n/a
Other			128.2		n/a		n/a		n/a
			6,481.3

Note

¹  Weighted average. These rates do not include the effect of gains on interest rate swap terminations that are written to income over the life of the original instrument.

The following table is an analysis of future anticipated cash flows in relation to the Group’s financial derivatives, which include interest rate swaps, forward contracts and other foreign exchange swaps:

	Financial liabilities				Financial assets
2018	Payable £m		Receivable £m		Payable £m		Receivable £m
Within one year		229.3		221.9		124.6		120.6
Between one and two years		50.0		45.3		11.8		6.5
Between two and three years		688.4		685.3		11.5		6.4
Between three and four years		408.5		406.6		11.6		6.5
Between four and five years		–		–		11.6		6.6
Over five years		–		–		461.4		498.2
		1,376.2		1,359.1		632.5		644.8

	Financial liabilities				Financial assets
2017	Payable £m		Receivable £m		Payable £m		Receivable £m
Within one year		97.8		96.7		123.7		128.8
Between one and two years		21.4		20.1		38.6		38.8
Between two and three years		20.5		18.8		39.5		38.6
Between three and four years		20.7		18.6		851.7		851.0
Between four and five years		523.5		521.1		–		–
Over five years		–		–		–		–
		683.9		675.3		1,053.5		1,057.2

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Analysis of cash flows

12 Months Ended

Dec. 31, 2018

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Analysis of cash flows

11. Analysis of cash flows

The following tables analyse the items included within the main cash flow headings on page F-13.

Net cash from operating activities:

	2018 £m			2017 £m			2016 £m
Profit for the year		1,139.4			1,912.3			1,501.6
Taxation		323.9			197.0			388.9
Revaluation of financial instruments		(172.9	)		(262.2	)		48.3
Finance costs		289.3			269.8			254.5
Finance income		(104.8	)		(95.2	)		(80.4	)
Share of results of associates		(43.5	)		(113.5	)		(49.8	)
Adjustments for:
Non-cash share-based incentive plans (including share options)		84.8			105.0			106.5
Depreciation of property, plant and equipment		225.1			230.7			220.8
Impairment of goodwill		183.9			27.1			27.0
Amortisation and impairment of acquired intangible assets		280.0			195.1			168.4
Amortisation of other intangible assets		38.7			36.3			38.6
Investment write-downs		2.0			95.9			86.1
Gains on disposal of investments and subsidiaries		(235.5	)		(129.0	)		(44.3	)
(Gains)/losses on remeasurement of equity interests arising from a change in scope of ownership		(2.0	)		0.3			(232.4	)
Losses on sale of property, plant and equipment		0.6			1.1			0.8
Increase in trade receivables and accrued income		(298.9	)		(90.4	)		(70.4	)
Increase/(decrease) in trade payables and deferred income		500.9			(170.8	)		188.7
(Increase)/decrease in other receivables		(52.9	)		(110.6	)		77.4
Decrease in other payables – short-term		(31.8	)		(122.8	)		(303.7	)
Increase in other payables – long-term		0.4			20.1			4.5
Increase/(decrease) in provisions		48.0			(57.3	)		(47.8	)
Corporation and overseas tax paid		(383.6	)		(424.7	)		(414.2	)
Interest and similar charges paid		(252.8	)		(246.6	)		(242.1	)
Interest received		90.4			76.9			73.9
Investment income		15.4			16.8			12.5
Dividends from associates		49.7			46.8			60.4
Net cash inflow from operating activities		1,693.8			1,408.1			1,773.8

Acquisitions and disposals:

	2018 £m			2017 £m			2016 £m
Initial cash consideration		(126.7	)		(214.8	)		(424.1	)
Cash and cash equivalents acquired (net)1		(3.8	)		28.9			57.3
Earnout payments		(120.2	)		(199.1	)		(92.3	)
Purchase of other investments (including associates)		(48.1	)		(92.5	)		(260.2	)
Acquisitions		(298.8	)		(477.5	)		(719.3	)
Proceeds on disposal of investments and subsidiaries2		849.0			296.0			80.5
Acquisitions and disposals		550.2			(181.5	)		(638.8	)
Cash consideration for non-controlling interests		(109.9	)		(47.3	)		(58.3	)
Net cash inflow/(outflow)		440.3			(228.8	)		(697.1	)

Notes

¹ In 2018, cash and cash equivalents acquired comprises £11.3 million from acquisitions offset by £15.1 million from disposals.

²  Proceeds on disposal of investments and subsidiaries includes return of capital from investments in associates.

Share repurchases and buy-backs:
	2018 £m			2017 £m			2016 £m
Purchase of own shares by ESOP Trusts	(102.8)			(214.6)			(152.9)
Shares purchased into treasury		(104.3	)		(289.6	)		(274.5	)
Net cash outflow		(207.1	)		(504.2	)		(427.4	)
Net (decrease)/increase in borrowings:
	2018 £m			2017 £m			2016 £m
(Decrease)/increase in drawings on bank loans	(819.3)			785.6			(30.4)
Proceeds from issue of €250 million bonds		218.8			214.0			–
Proceeds from issue of €500 million bonds	438.0			–			–
Repayment of €252 million bonds		(220.0	)		–			–
Partial repayment of $300 million bonds		(20.8	)		–			–
Partial repayment of $500 million bonds		(37.3	)		–			–
Repayment of £400 million bonds		–			(400.0	)		–
Proceeds from issue of £400 million bonds		–			–			400.0
Repayment of €498 million bonds		–			–			(392.1	)
Net cash (outflow)/inflow		(440.6	)		599.6			(22.5	)
Cash and cash equivalents:
	2018 £m			2017 £m			2016 £m
Cash at bank and in hand		2,010.8			2,049.6			2,256.2
Short-term bank deposits		632.4			341.8			180.7
Overdrafts1		(442.0	)		(393.2	)		(534.3	)
		2,201.2			1,998.2			1,902.6

Note

¹  Bank overdrafts are included in cash and cash equivalents because they form an integral part of the Group’s cash management.

The Group considers that the carrying amount of cash and cash equivalents approximates their fair value.

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Intangible assets

12 Months Ended

Dec. 31, 2018

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Intangible assets

12. Intangible assets

Goodwill

The movements in 2018 and 2017 were as follows:

	£m
Cost:
1 January 2017		13,939.4
Additions1		301.0
Revision of earnout estimates		(60.7	)
Exchange adjustments		(504.4	)
31 December 2017		13,675.3
Additions1		154.4
Revision of earnout estimates		(68.3	)
Exchange adjustments		368.1
31 December 2018		14,129.5
Accumulated impairment losses and write-downs:
1 January 2017		725.1
Impairment losses for the year		27.1
Exchange adjustments		(29.8	)
31 December 2017		722.4
Impairment losses for the year		183.9
Exchange adjustments		20.4
31 December 2018		926.7
Net book value:
31 December 2018		13,202.8
31 December 2017		12,952.9
1 January 2017		13,214.3

Note

¹  Additions represent goodwill arising on the acquisition of subsidiary undertakings including the effect of any revisions to fair value adjustments that had been determined provisionally at the immediately preceding balance sheet date, as permitted by IFRS 3 Business Combinations. The effect of such revisions was not material in either year presented. Goodwill arising on the acquisition of associate undertakings is shown within interests in associates and joint ventures in note 14.

Cash-generating units with significant goodwill as at 31 December are:

	2018 £m		2017 £m
GroupM		2,942.9		2,906.7
Kantar		2,522.9		2,518.2
Wunderman		1,581.2		1,514.5
VMLY&R		930.4		1,091.8
Other		5,225.4		4,921.7
Total goodwill		13,202.8		12,952.9

Other goodwill represents goodwill on a large number of cash-generating units, none of which is individually significant in comparison to the total carrying value of goodwill.

Other intangible assets

The movements in 2018 and 2017 were as follows:

	Brands with an indefinite useful life £m			Acquired intangibles £m			Other £m			Total £m
Cost:
1 January 2017		1,141.3			2,535.5			404.1			4,080.9
Additions		–			–			37.3			37.3
Disposals		–			–			(15.8	)		(15.8	)
New acquisitions		–			79.0			0.8			79.8
Other movements1		–			6.4			7.2			13.6
Exchange adjustments		(60.0	)		(73.1	)		(22.1	)		(155.2	)
31 December 2017		1,081.3			2,547.8			411.5			4,040.6
Additions		–			–			60.4			60.4
Disposals		–			(0.9	)		(37.3	)		(38.2	)
New acquisitions		–			40.3			–			40.3
Other movements1		–			2.9			(7.4	)		(4.5	)
Exchange adjustments		51.5			19.9			10.1			81.5
31 December 2018		1,132.8			2,610.0			437.3			4,180.1
Amortisation and impairment:
1 January 2017		–			1,563.0			300.6			1,863.6
Charge for the year		–			189.4			36.3			225.7
Disposals		–			–			(14.9	)		(14.9	)
Other movements		–			–			2.5			2.5
Exchange adjustments		–			(33.7	)		(21.0	)		(54.7	)
31 December 2017		–			1,718.7			303.5			2,022.2
Charge for the year		–			275.8			38.7			314.5
Disposals		–			(0.7	)		(27.3	)		(28.0	)
Other movements		–			–			(1.9	)		(1.9	)
Exchange adjustments		–			21.4			9.9			31.3
31 December 2018		–			2,015.2			322.9			2,338.1
Net book value:
31 December 2018		1,132.8			594.8			114.4			1,842.0
31 December 2017		1,081.3			829.1			108.0			2,018.4
1 January 2017		1,141.3			972.5			103.5			2,217.3

Note

¹  Other movements in acquired intangibles include revisions to fair value adjustments arising on the acquisition of subsidiary undertakings that had been determined provisionally at the immediately preceding balance sheet date, as permitted by IFRS 3 Business Combinations.

Brands with an indefinite life are carried at historical cost in accordance with the Group’s accounting policy for intangible assets. The carrying values of the separately identifiable brands are not individually significant in comparison with the total carrying value of brands with an indefinite useful life.

Acquired intangible assets at net book value at 31 December 2018 include brand names of £361.2 million (2017: £445.6 million), customer-related intangibles of £220.6 million (2017: £360.9 million), and other assets (including proprietary tools) of £13.0 million (2017: £22.6 million).

The total amortisation and impairment of acquired intangible assets of £280.0 million (2017: £195.1 million) includes an impairment charge of £126.1 million (2017: £6.0 million) comprising £58.6 million in regard to certain brand names that are no longer in use and £67.5 million in regard to customer relationships where the underlying clients have been lost. £70.6 million of the impairment charge relates to the Advertising and Media Investment Management segment, £38.2 million relates to the Data Investment Management segment, and £17.3 million relates to the Brand Consulting, Health & Wellness and Specialist Communications segment. In addition, the total amortisation and impairment of acquired intangible assets includes £4.2 million (2017: £5.7 million) in relation to associates.

In accordance with the Group’s accounting policy, the carrying values of goodwill and intangible assets with indefinite useful lives are reviewed for impairment annually or more frequently if events or changes in circumstances indicate that the asset might be impaired.

The impairment review is undertaken annually on 30 September. The review assessed whether the carrying value of goodwill and intangible assets with indefinite useful lives was supported by the net present value of future cash flows, using a pre-tax discount rate of 9.0% (2017: 8.5%) and management forecasts for a projection period of up to five years, followed by an assumed annual long-term growth rate of 3.0% (2017: 3.0%) and no assumed improvement in operating margin. Management have made the judgement that this long-term growth rate does not exceed the long-term average growth rate for the industry.

The goodwill impairment charge of £183.9 million (2017: £27.1 million) primarily relates to a charge of £148.0 million on VMLY&R, driven by challenges in the advertising businesses in the Advertising and Media Investment Management segment. The recoverable amount for the VMLY&R cash-generating unit is £1,327.3 million. It is based on a value in use calculation, assuming a pre-tax discount rate of 8.7% specific to VMLY&R. A pre-tax discount rate of 8.5% was used in the prior year. The cash-generating unit includes goodwill, intangible assets, and other assets. The remaining £35.9 million relates to a number of under-performing businesses in the Group. In certain markets, the impact of local economic conditions and trading circumstances on these businesses was sufficiently severe to indicate impairment to the carrying value of goodwill.

The VMLY&R impairment review is sensitive to changes in the assumptions used, most notably to changes in the discount rate, terminal growth rate and terminal margin. A summary of the movements in the impairment charge from a change in these assumptions is as follows:

– 0.1% movement in the discount rate would increase or decrease the impairment charge by £23 million;

– 0.1% movement in the terminal growth rate would increase or decrease the impairment charge by £19 million; and

– 0.1% movement in terminal margin would increase or decrease the impairment charge by £8 million.

Under IFRS, an impairment charge is required for both goodwill and other indefinite-lived assets when the carrying amount exceeds the ‘recoverable amount’, defined as the higher of fair value less costs to sell and value in use.

Our approach in determining the recoverable amount utilises a discounted cash flow methodology, which necessarily involves making numerous estimates and assumptions regarding revenue growth, operating margins, appropriate discount rates and working capital requirements. The key assumptions used for estimating cash flow projections in the Group’s impairment testing are those relating to revenue growth and operating margin. The key assumptions take account of the businesses’ expectations for the projection period. These expectations consider the macroeconomic environment, industry and market conditions, the unit’s historical performance and any other circumstances particular to the unit, such as business strategy and client mix.

These estimates will likely differ from future actual results of operations and cash flows, and it is possible that these differences could be material. In addition, judgements are applied in determining the level of cash-generating unit identified for impairment testing and the criteria used to determine which assets should be aggregated. A difference in testing levels could affect whether an impairment is recorded and the extent of impairment loss. For the 2018 impairment review, certain assets previously aggregated with the VMLY&R cash-generating unit have been realigned to other cash-generating units as part of the overall effort to simplify operations and become more client-centric. Changes in our business activities or structure may also result in additional changes to the level of testing in future periods. Further, future events could cause the Group to conclude that impairment indicators exist and that the asset values associated with a given operation have become impaired. Any resulting impairment loss could have a material impact on the Group’s financial condition and results of operations.

Historically our impairment losses have resulted from a specific event, condition or circumstance in one of our companies, such as the loss of a significant client. As a result, changes in the assumptions used in our impairment model have not had a significant effect on the impairment charges recognised and a reasonably possible change in assumptions would not lead to a significant impairment, except for VMLY&R as discussed above. The carrying value of goodwill and other intangible assets will continue to be reviewed at least annually for impairment and adjusted down to the recoverable amount if required.

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Property, plant and equipment

12 Months Ended

Dec. 31, 2018

Text block [abstract]

Property, plant and equipment

13. Property, plant and equipment

The movements in 2018 and 2017 were as follows:

	Land £m		Freehold buildings £m			Leasehold buildings £m			Fixtures, fittings and equipment £m			Computer equipment £m			Total £m
Cost:
1 January 2017		37.1		126.4			1,012.5			402.6			743.4			2,322.0
Additions		–		4.3			165.0			31.7			87.9			288.9
New acquisitions		–		–			2.0			2.4			1.1			5.5
Disposals		–		(1.2	)		(46.1	)		(40.7	)		(54.6	)		(142.6	)
Exchange adjustments		–		(10.7	)		(51.6	)		(18.8	)		(74.8	)		(155.9	)
31 December 2017		37.1		118.8			1,081.8			377.2			703.0			2,317.9
Additions		–		17.7			161.4			49.9			85.8			314.8
New acquisitions		–		0.1			0.9			1.2			0.9			3.1
Disposals		–		–			(83.5	)		(62.9	)		(109.3	)		(255.7	)
Exchange adjustments		–		(1.1	)		41.8			9.9			10.0			60.6
31 December 2018		37.1		135.5			1,202.4			375.3			690.4			2,440.7
Depreciation:
1 January 2017		–		25.2			509.8			240.0			578.3			1,353.3
Charge for the year		–		6.9			86.7			47.0			90.1			230.7
Disposals		–		(1.9	)		(42.6	)		(35.9	)		(54.4	)		(134.8	)
Exchange adjustments		–		(1.7	)		(27.8	)		(14.2	)		(67.1	)		(110.8	)
31 December 2017		–		28.5			526.1			236.9			546.9			1,338.4
Charge for the year		–		3.1			91.5			44.4			86.1			225.1
Disposals		–		–			(74.6	)		(58.0	)		(107.9	)		(240.5	)
Exchange adjustments		–		(4.5	)		24.3			6.4			8.5			34.7
31 December 2018		–		27.1			567.3			229.7			533.6			1,357.7
Net book value:
31 December 2018		37.1		108.4			635.1			145.6			156.8			1,083.0
31 December 2017		37.1		90.3			555.7			140.3			156.1			979.5
1 January 2017		37.1		101.2			502.7			162.6			165.1			968.7

At 31 December 2018, capital commitments contracted, but not provided for in respect of property, plant and equipment were £28.4 million (2017: £137.2 million).

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Interests in associates, joint ventures and other investments

12 Months Ended

Dec. 31, 2018

Investments accounted for using equity method [abstract]

Interests in associates, joint ventures and other investments

14. Interests in associates, joint ventures and other investments

The movements in 2018 and 2017 were as follows:

	Interests in associates and joint ventures £m			Other investments £m
1 January 2017		1,069.4			1,310.3
Additions		34.5			67.7
Share of results of associate undertakings (note 4)		113.5			–
Dividends		(46.8	)		–
Other movements		3.4			–
Reclassification from other investments to associates		57.1			(57.1	)
Exchange adjustments		(10.6	)		(106.1	)
Disposals		(139.1	)		(1.7	)
Reclassification to subsidiaries		(6.3	)		–
Revaluation of other investments		–			32.1
Amortisation of other intangible assets		(5.7	)		–
Write-downs		(4.2	)		(91.7	)
31 December 2017		1,065.2			1,153.5
Additions		16.7			35.0
Share of results of associate undertakings (note 4)		43.5			–
Dividends		(49.7	)		–
Other movements		1.2			–
Reclassification from other investments to associates		0.3			(0.3	)
Exchange adjustments		12.9			–
Disposals		(304.0	)		(341.7	)
Reclassification to subsidiaries		16.9			–
Revaluation of other investments through profit or loss		–			68.1
Revaluation of other investments through other comprehensive income		–			(247.9	)
Amortisation of other intangible assets		(4.2	)		–
Write-downs		(2.0	)		–
31 December 2018		796.8			666.7

The investments included above as ‘other investments’ represent investments in equity securities that present the Group with opportunity for return through dividend income and trading gains. They have no fixed maturity or coupon rate. The fair values of the listed securities are based on quoted market prices. For unlisted securities, where market value is not available, the Group has estimated relevant fair values on the basis of publicly available information from outside sources.

The carrying values of the Group’s associates and joint ventures are reviewed for impairment in accordance with the Group’s accounting policies.

The Group’s principal associates and joint ventures at 31 December 2018 included:

	% owned		Country of incorporation
Barrows Design and Manufacturing (Pty) Limited		35.0		South Africa
Chime Communications Ltd		24.9		UK
CVSC Sofres Media Co Limited		40.0		China
Dat Viet VAC Media Corporation		30.0		Vietnam
GIIR Inc		30.0		Korea
Haworth Marketing & Media Company		49.0		USA
High Co SA		34.1		France
Imagina		22.5		Spain
Marktest Investimentos SGPS S.A.		40.0		Portugal
Nanjing Yindu Ogilvy Advertising Co. Ltd		49.0		China
Richard Attias and Associates1		49.0		USA
Smollan Holdings (Pty) Ltd		24.8		South Africa

Note

¹  The Group sold its shareholding in Richard Attias and Associates in January 2019.

The market value of the Group’s shares in its principal listed associate undertakings at 31 December 2018 was as follows: GIIR Inc: £26.3 million, and High Co SA: £30.3 million (2017: GIIR Inc: £35.4 million and High Co SA: £33.3 million).

The carrying value (including goodwill and other intangibles) of these equity interests in the Group’s consolidated balance sheet at 31 December 2018 was as follows: GIIR Inc: £46.8 million and High Co SA: £37.1 million (2017: GIIR Inc: £41.6 million and High Co SA: £34.5 million).

Where the market value of the Group’s listed associates is less than the carrying value, an impairment review is performed utilising the discounted cash flow methodology discussed in note 12.

The Group’s investments in its principal associate undertakings are represented by ordinary shares.

Summarised financial information

The following tables present a summary of the aggregate financial performance and net asset position of the Group’s associate undertakings and joint ventures. These have been estimated and converted, where appropriate, to an IFRS presentation based on information provided by the relevant companies at 31 December 2018.

	2018 £m			2017 £m			2016 £m
Income statement
Revenue		3,685.8			3,800.8			2,254.5
Operating profit		378.4			440.4			308.3
Profit before taxation		194.7			381.9			237.2
Profit for the year		118.1			312.5			156.7
Balance sheet
Assets		2,940.9			3,192.9			4,223.1
Liabilities		(1,570.6	)		(1,633.7	)		(1,900.0	)
Net assets		1,370.3			1,559.2			2,323.1

The application of equity accounting is ordinarily discontinued when the investment is reduced to zero and additional losses are not provided for unless the Group has guaranteed obligations of the investee or is otherwise committed to provide further financial support for the investee.

At 31 December 2018, capital commitments contracted, but not provided for in respect of interests in associates and other investments were £31.4 million (2017: £54.2 million).

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Deferred tax

12 Months Ended

Dec. 31, 2018

Text block [abstract]

Deferred tax

15. Deferred tax

The Group’s deferred tax assets and liabilities are measured at the end of each period in accordance with IAS 12 Income taxes. The recognition of deferred tax assets is determined by reference to the Group’s estimate of recoverability, using models where appropriate to forecast future taxable profits.

Deferred tax assets have only been recognised for territories where the Group considers that it is probable that all or a portion of the deferred tax assets will be realised. The main factors that we consider include:

– the future earnings potential determined through the use of internal forecasts;

– the cumulative losses in recent years;

– the various jurisdictions in which the potential deferred tax assets arise;

– the history of losses carried forward and other tax assets expiring;

– the timing of future reversal of taxable temporary differences;

– the expiry period associated with the deferred tax assets; and

– the nature of the income that can be used to realise the deferred tax asset.

If it is probable that some portion of these assets will not be realised, then no asset is recognised in relation to that portion.

If market conditions improve and future results of operations exceed our current expectations, our existing recognised deferred tax assets may be adjusted, resulting in future tax benefits. Alternatively, if market conditions deteriorate further or future results of operations are less than expected, future assessments may result in a determination that some or all of the deferred tax assets are not realisable. As a result, all or a portion of the deferred tax assets may need to be reversed.

Certain deferred tax assets and liabilities have been offset as they relate to the same tax group. The following is the analysis of the deferred tax balances for financial reporting purposes:

	Gross 2018 £m			Offset 2018 £m			As reported 2018 £m			Gross 2017 £m			Offset 2017 £m			As reported 2017 £m
Deferred tax assets		412.0			(259.0	)		153.0			411.8			(251.5	)		160.3
Deferred tax liabilities		(738.5	)		259.0			(479.5	)		(765.2	)		251.5			(513.7	)
		(326.5	)		–			(326.5	)		(353.4	)		–			(353.4	)

The following are the major gross deferred tax assets recognised by the Group and movements thereon in 2018 and 2017:

	Deferred compensation £m			Accounting provisions and accruals £m			Retirement benefit obligations £m			Property, plant and equipment £m			Tax losses and credits £m			Share- based payments £m			Restructuring provisions £m			Other temporary differences £m			Total £m
1 January 2017		95.6			80.6			141.4			70.8			89.7			75.8			5.9			38.2			598.0
Acquisition of subsidiaries		–			–			–			–			–			–			–			2.6			2.6
(Charge)/credit to income		(5.5	)		6.6			(10.2	)		6.9			(34.4	)		(0.4	)		(1.5	)		(21.7	)		(60.2	)
Impact of US tax reform		(30.8	)		(8.1	)		(29.1	)		(6.8	)		23.1			(10.9	)		1.6			(1.1	)		(62.1	)
Charge to other comprehensive income		–			–			(20.9	)		–			–			–			–			–			(20.9	)
Charge to equity		–			–			–			–			–			(27.3	)		–			–			(27.3	)
Exchange differences		(5.8	)		5.8			(5.6	)		(2.5	)		(5.7	)		(4.2	)		(0.2	)		(0.1	)		(18.3	)
31 December 2017		53.5			84.9			75.6			68.4			72.7			33.0			5.8			17.9			411.8
Acquisition of subsidiaries		–			–			–			–			–			–			–			2.0			2.0
Credit/(charge) to income		4.7			13.0			(11.2	)		(20.6	)		(8.9	)		(15.3	)		10.7			11.0			(16.6	)
Charge to other comprehensive income		–			–			(0.2	)		–			–			–			–			–			(0.2	)
Charge to equity		–			–			–			–			–			(1.6	)		–			–			(1.6	)
Exchange differences		3.4			3.5			4.3			0.1			3.3			0.7			0.8			0.5			16.6
31 December 2018		61.6			101.4			68.5			47.9			67.1			16.8			17.3			31.4			412.0

Other temporary differences comprise a number of items including tax deductible goodwill, none of which is individually significant to the Group’s consolidated balance sheet. At 31 December 2018 the balance related to temporary differences in relation to revenue adjustments, tax deductible goodwill, fair value adjustments, and other temporary differences.

In addition the Group has recognised the following gross deferred tax liabilities and movements thereon in 2018 and 2017:

	Brands and other intangibles £m			Associate earnings £m			Goodwill £m			Property, plant and equipment £m			Financial instruments £m			Other temporary differences £m			Total £m
1 January 2017		755.9			28.3			232.5			36.2			64.0			33.1			1,150.0
Acquisition of subsidiaries		21.4			–			–			–			–			–			21.4
(Credit)/charge to income		(49.9	)		(6.0	)		0.7			(0.5	)		(3.3	)		5.1			(53.9	)
Impact of US tax reform		(203.8	)		–			(76.3	)		(11.9	)		(22.2	)		18.0			(296.2	)
Charge to other comprehensive income		–			–			–			–			–			3.7			3.7
Exchange differences		(34.4	)		(0.7	)		(16.5	)		(2.6	)		(2.3	)		(3.3	)		(59.8	)
31 December 2017		489.2			21.6			140.4			21.2			36.2			56.6			765.2
Acquisition of subsidiaries		10.7			–			–			–			–			–			10.7
(Credit)/charge to income		(68.8	)		(3.9	)		31.8			(0.3	)		(0.9	)		(20.7	)		(62.8	)
Charge to other comprehensive income		–			–			–			–			–			0.5			0.5
Exchange differences		7.5			(0.1	)		10.1			1.3			4.6			1.5			24.9
31 December 2018		438.6			17.6			182.3			22.2			39.9			37.9			738.5

At the balance sheet date, the Group has gross tax losses and other temporary differences of £6,638.6 million (2017: £6,208.6 million) available for offset against future profits. Deferred tax assets have been recognised in respect of the tax benefit of £1,763.4 million (2017: £1,539.3 million) of such tax losses and other temporary differences. No deferred tax asset has been recognised in respect of the remaining £4,875.2 million (2017: £4,669.3 million) of losses and other temporary differences as the Group considers that there will not be enough taxable profits in the entities concerned such that any additional asset could be considered recoverable. Included in the total unrecognised temporary differences are losses of £46.4 million (2017: £56.5 million) that will expire within 1–10 years, and £4,572.6 million (2017: £4,421.5 million) of losses that may be carried forward indefinitely.

At the balance sheet date, the aggregate amount of the temporary differences in relation to the investment in subsidiaries for which deferred tax liabilities have not been recognised was £1,768.5 million (2017: £3,898.0 million). No liability has been recognised in respect of these differences because the Group is in a position to control the timing of the reversal of the temporary differences and the Group considers that it is probable that such differences will not reverse in the foreseeable future.

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Trade and other receivables

12 Months Ended

Dec. 31, 2018

Text block [abstract]

Trade and other receivables

16. Trade and other receivables

The following are included in trade and other receivables:

Amounts falling due within one year:

	2018 £m		20171 £m
Trade receivables (net of bad debt provision)		8,062.2		7,889.7
Work in progress		366.5		401.1
VAT and sales taxes recoverable		264.2		202.3
Prepayments		287.3		298.3
Accrued income		3,541.2		3,205.8
Fair value of derivatives		1.3		1.0
Other debtors		578.8		532.5
		13,101.5		12,530.7

Note

¹  Prior year figures have been restated for the impact of the adoption of IFRS 15 Revenue from Contracts with Customers, as described in the accounting policies.

The ageing of trade receivables and other financial assets by due date is as follows:

					Past due but not impaired
2018	Carrying amount at 31 December 2018 £m		Neither past due nor impaired £m		0-30 days £m		31-90 days £m		91-180 days £m		181 days- 1 year £m		Greater than 1 year £m
Trade receivables		8,062.2		5,873.7		1,370.7		549.1		128.3		75.6		64.8
Other financial assets		551.7		424.9		61.3		14.2		8.6		7.7		35.0
		8,613.9		6,298.6		1,432.0		563.3		136.9		83.3		99.8
					Past due but not impaired
2017	Carrying amount at 31 December 2017 £m		Neither past due nor impaired £m		0-30 days £m		31-90 days £m		91-180 days £m		181 days- 1 year £m		Greater than 1 year £m
Trade receivables		7,889.7		5,466.6		1,629.6		577.0		143.0		48.8		24.7
Other financial assets		500.4		331.2		107.0		6.6		4.7		10.3		40.6
		8,390.1		5,797.8		1,736.6		583.6		147.7		59.1		65.3

Other financial assets are included in other debtors.

Past due amounts are not impaired where collection is considered likely.

Amounts falling due after more than one year:

	2018 £m		2017 £m
Prepayments		3.0		3.6
Accrued income		16.5		20.5
Fair value of derivatives		8.4		2.1
Other debtors		152.1		150.0
		180.0		176.2

The Group has applied the practical expedient permitted by IFRS 15 to not disclose the transaction price allocated to performance obligations unsatisfied (or partially unsatisfied) as of the end of the reporting period as contracts typically have an original expected duration of a year or less.

Bad debt provisions:

	2018 £m			2017 £m			2016 £m
At beginning of year		91.3			93.8			85.4
New acquisitions		1.5			1.2			1.8
Charged to the income statement		66.7			27.4			15.5
Released to the income statement		(11.6	)		(8.4	)		(6.3	)
Exchange adjustments		2.1			(4.1	)		13.7
Utilisations and other movements		(33.4	)		(18.6	)		(16.3	)
At end of year		116.6			91.3			93.8

The allowance for bad and doubtful debts is equivalent to 1.4% (2017: 1.1%, 2016: 1.2%) of gross trade accounts receivables.

The requirement to use an expected loss method of impairment of financial assets on adoption of IFRS 9 on 1 January 2018 did not have a material impact on the Group. The Group has applied the simplified approach to measuring expected credit losses, as permitted by IFRS 9, and recognises a loss allowance based on the financial asset’s lifetime expected credit loss. Based on the aging of the invoice, the loss allowance at 31 December 2018 and 1 January 2018 (on adoption of IFRS 9) is as follows:

31 December 2018	£m		0-90 days £m		91-180 days £m		181 days- 1 year £m		Over 1 year £m
Gross trade receivables		8,178.9		7,621.9		381.5		86.5		89.0
Loss allowance		116.6		11.3		3.8		39.2		62.3
Expected loss rate		1.4%		0.1%		1.0%		45.3%		70.0%

1 January 2018	£m		0-90 days £m		91-180 days £m		181 days- 1 year £m		Over 1 year £m
Gross trade receivables		7,981.0		7,392.6		425.6		78.6		84.2
Loss allowance		91.3		2.9		2.8		24.2		61.4
Expected loss rate		1.1%		–		0.7%		30.8%		73.0%

Impairment losses on work in progress and accrued income were immaterial for the years presented.

The Group considers that the carrying amount of trade and other receivables approximates their fair value.

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Trade and other payables: amounts falling due within one year

12 Months Ended

Dec. 31, 2018

Within one year [member]

Statement [LineItems]

Trade and other payables: amounts falling due within one year

17. Trade and other payables: amounts falling due within one year

The following are included in trade and other payables falling due within one year:

	2018 £m		2017 £m
Trade payables		10,524.3		9,893.0
Deferred income		1,253.6		1,212.1
Payments due to vendors (earnout agreements)		148.2		180.7
Liabilities in respect of put option agreements with vendors		36.8		38.6
Fair value of derivatives		2.6		3.5
Other creditors and accruals		3,072.9		2,913.2
		15,038.4		14,241.1

The Group considers that the carrying amount of trade and other payables approximates their fair value.

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Trade and other payables: amounts falling due after more than one year

12 Months Ended

Dec. 31, 2018

Text block [abstract]

Trade and other payables: amounts falling due after more than one year

18. Trade and other payables: amounts falling due after more than one year

The following are included in trade and other payables falling due after more than one year:

	2018 £m		2017 £m
Payments due to vendors (earnout agreements)		266.5		450.0
Liabilities in respect of put option agreements with vendors		205.2		219.5
Fair value of derivatives		14.2		3.3
Other creditors and accruals		355.5		320.0
		841.4		992.8

The Group considers that the carrying amount of trade and other payables approximates their fair value.

The following tables set out payments due to vendors, comprising contingent consideration and the Directors’ best estimates of future earnout-related obligations:

	2018 £m			2017 £m
Within one year		148.2			180.7
Between one and two years		140.2			128.3
Between two and three years		38.5			144.1
Between three and four years		50.3			58.3
Between four and five years		20.4			103.1
Over five years		17.1			16.2
		414.7			630.7
	2018 £m			2017 £m
At beginning of year		630.7			976.5
Earnouts paid (note 11)		(120.2	)		(199.1	)
New acquisitions		48.6			163.7
Revision of estimates taken to goodwill (note 12)		(68.3	)		(60.7	)
Revaluation of payments due to vendors (note 6)		(82.6	)		(208.6	)
Exchange adjustments		6.5			(41.1	)
At end of year		414.7			630.7

As of 31 December 2018, the potential undiscounted amount of future payments that could be required under the earnout agreements for acquisitions completed in the current year and for all earnout agreements range from £nil to £179 million (2017: £nil to £228 million) and £nil to £1,960 million (2017: £nil to £1,910 million), respectively.

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Bank overdrafts, bonds and bank loans

12 Months Ended

Dec. 31, 2018

Text block [abstract]

Bank overdrafts, bonds and bank loans

19. Bank overdrafts, bonds and bank loans

Amounts falling due within one year:

	2018 £m		2017 £m
Bank overdrafts		442.0		393.2
Corporate bonds and bank loans		583.1		230.9
		1,025.1		624.1

The Group considers that the carrying amount of bank overdrafts approximates their fair value.

Amounts falling due after more than one year:

	2018 £m		2017 £m
Corporate bonds and bank loans		5,634.8		6,250.4

The Group estimates that the fair value of corporate bonds is £5,965.7 million at 31 December 2018 (2017: £5,816.5 million). The fair values of the corporate bonds are based on quoted market prices.

The Group considers that the carrying amount of bank loans of £186.8 million (2017: £993.4 million) approximates their fair value.

The corporate bonds, bank loans and overdrafts included within liabilities fall due for repayment as follows:

	2018 £m		2017 £m
Within one year		1,025.1		624.1
Between one and two years		423.8		727.6
Between two and three years		761.0		421.0
Between three and four years		609.8		1,384.2
Between four and five years		670.1		356.6
Over five years		3,170.1		3,361.0
		6,659.9		6,874.5

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Provisions for liabilities and charges

12 Months Ended

Dec. 31, 2018

Text block [abstract]

Provisions for liabilities and charges

20. Provisions for liabilities and charges

The movements in 2018 and 2017 were as follows:

	Property £m			Other £m			Total £m
1 January 2017		58.5			169.4			227.9
Charged to the income statement		4.1			16.9			21.0
Acquisitions1		4.0			22.8			26.8
Utilised		(6.0	)		(21.4	)		(27.4	)
Released to the income statement		(5.5	)		(5.9	)		(11.4	)
Transfers		0.1			7.1			7.2
Exchange adjustments		(2.6	)		(12.5	)		(15.1	)
31 December 2017		52.6			176.4			229.0
Charged to the income statement2		72.1			13.9			86.0
Acquisitions1		0.5			8.3			8.8
Utilised		(5.7	)		(20.1	)		(25.8	)
Released to the income statement		(5.7	)		(4.6	)		(10.3	)
Transfers		2.0			10.9			12.9
Exchange adjustments		2.9			8.2			11.1
31 December 2018		118.7			193.0			311.7

Notes

¹  Acquisitions include £8.4 million (2017: £21.9 million) of provisions arising from revisions to fair value adjustments related to the acquisition of subsidiary undertakings that had been determined provisionally at the immediately preceding balance sheet date, as permitted by IFRS 3 Business Combinations.

²  Amounts charged to the income statement in 2018 include £50.6 million in regard to transformation costs with respect to the strategic initiative of co-locations in major cities.

The Company and various of its subsidiaries are, from time to time, parties to legal proceedings and claims which arise in the ordinary course of business. The Directors do not anticipate that the outcome of these proceedings and claims will have a material adverse effect on the Group’s financial position or on the results of its operations.

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Share-based payments

12 Months Ended

Dec. 31, 2018

Text block [abstract]

Share-based payments

21. Share-based payments

Charges for share-based incentive plans were as follows:

	2018 £m		2017 £m		2016 £m
Share-based payments (note 5)		84.8		105.0		106.5

Share-based payments comprise charges for stock options and restricted stock awards to employees of the Group.

As of 31 December 2018, there was £146.0 million (2017: £156.0 million) of total unrecognised compensation cost related to the Group’s restricted stock plans. That cost is expected to be recognised over an average period of one to two years.

Further information on stock options is provided in note 25.

Restricted stock plans

The Group operates a number of equity-settled share incentive schemes, in most cases satisfied by the delivery of stock from one of the Group’s ESOP Trusts. The most significant current schemes are as follows:

Executive Performance Share Plan (EPSP)

This scheme is intended to reward and incentivise the most senior executives of the Group. The performance period is five complete financial years, commencing with the financial year in which the award is granted. The vest date will usually be in the March following the end of the five-year performance period. Vesting is conditional on continued employment throughout the vesting period.

There are three performance criteria, each constituting one-third of the vesting value, and each measured over this five-year period:

(i) TSR against a comparator group of companies. Threshold performance (equating to ranking in the 50th percentile of the comparator group) will result in 20% vesting of the part of the award dependent on TSR. The maximum vest of 100% will arise if performance ranks in the 90th percentile, with a sliding scale of vesting for performance between threshold and maximum.

(ii) Headline diluted earnings per share. Threshold performance (7% compound annual growth) will again result in a 20% vest. Maximum performance of 14% compound annual growth will give rise to a 100% vest, with a sliding vesting scale for performance between threshold and maximum.

(iii) Return on equity (ROE). Average annual ROE defined as headline diluted EPS divided by the balance sheet value per share of shareholders’ equity. Threshold performance ranges between 10–14% average annual ROE and maximum performance ranges between 14–18%, with a sliding scale in between. Threshold again gives rise to a 20% vest, 100% for maximum, with a sliding scale in between.

Performance Share Awards (PSA)

Grants of restricted stock under PSA are dependent upon annual performance targets, typically based on one or more of: operating profit, profit before taxation and operating margin. Grants are made in the year following the year of performance measurement, and vest two years after grant date provided the individual concerned is continually employed by the Group throughout this time.

Leaders, Partners and High Potential Group

This scheme provides annual grants of restricted stock to 1,800 key executives of the Group. Vesting is conditional on continued employment over the three-year vesting period.

Valuation methodology

For all of these schemes, the valuation methodology is based upon fair value on grant date, which is determined by the market price on that date or the application of a Black-Scholes model, depending upon the characteristics of the scheme concerned. The assumptions underlying the Black-Scholes model are detailed in note 25, including details of assumed dividend yields. Market price on any given day is obtained from external, publicly available sources.

Market/non-market conditions

Most share-based plans are subject to non-market performance conditions, such as margin or growth targets, as well as continued employment. EPSP is subject to a number of performance conditions, including TSR, a market-based condition.

For schemes without market-based performance conditions, the valuation methodology above is applied and, at each year-end, the relevant accrual for each grant is revised, if appropriate, to take account of any changes in estimate of the likely number of shares expected to vest.

For schemes with market-based performance conditions, the probability of satisfying these conditions is assessed at grant date through a statistical model (such as the Monte Carlo Model) and applied to the fair value. This initial valuation remains fixed throughout the life of the relevant plan, irrespective of the actual outcome in terms of performance. Where a lapse occurs due to cessation of employment, the cumulative charge taken to date is reversed.

Movement on ordinary shares granted for significant restricted stock plans:

	Non-vested 1 January 2018 number m		Granted number m		Lapsed number m			Vested number m			Non-vested 31 December 2018 number m
Executive Performance Share Plan (EPSP)		9.1		0.7		(1.1	)		(2.0	)		6.7
Performance Share Awards (PSA)		1.9		1.4		(0.1	)		(0.9	)		2.3
Leaders, Partners and High Potential Group		6.8		4.8		(0.7	)		(1.8	)		9.1
Weighted average fair value (pence per share):
Executive Performance Share Plan (EPSP)		1,368p		814p		1,500p			1,122p			1,363p
Performance Share Awards (PSA)		1,659p		1,202p		1,522p			1,517p			1,437p
Leaders, Partners and High Potential Group		1,502p		806p		1,472p			1,426p			1,154p

The total fair value of shares vested for all the Group’s restricted stock plans during the year ended 31 December 2018 was £107.2 million (2017: £114.8 million, 2016: £116.8 million).

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Provision for post-employment benefits

12 Months Ended

Dec. 31, 2018

Text block [abstract]

Provision for post-employment benefits

22. Provision for post-employment benefits

Companies within the Group operate a large number of pension plans, the forms and benefits of which vary with conditions and practices in the countries concerned. The Group’s pension costs are analysed as follows:

	2018 £m		2017 £m		2016 £m
Defined contribution plans		172.3		175.9		153.5
Defined benefit plans charge to operating profit		18.9		16.1		24.6
Pension costs (note 5)		191.2		192.0		178.1
Net interest expense on pension plans (note 6)		4.4		6.3		6.7
		195.6		198.3		184.8

Defined benefit plans

The pension costs are assessed in accordance with the advice of local independent qualified actuaries. The latest full actuarial valuations for the various pension plans were carried out at various dates in the last three years. These valuations have been updated by the local actuaries to 31 December 2018.

The Group’s policy is to close existing defined benefit plans to new members. This has been implemented across a significant number of the pension plans.

Contributions to funded plans are determined in line with local conditions and practices. Contributions in respect of unfunded plans are paid as they fall due. The total contributions (for funded plans) and benefit payments (for unfunded plans) paid for 2018 amounted to £44.9 million (2017: £68.2 million, 2016: £43.7 million). Employer contributions and benefit payments in 2019 are expected to be approximately £50 million.

(a) Assumptions

There are a number of areas in pension accounting that involve estimates made by management based on advice of qualified advisors. These include establishing the discount rates, rates of increase in salaries and pensions in payment, inflation, and mortality assumptions. The main weighted average assumptions used for the actuarial valuations at 31 December are shown in the following table:

	2018 % pa		2017 % pa		2016 % pa		2015 % pa
UK
Discount rate1		2.8		2.4		2.5		3.7
Rate of increase in salaries2		n/a		n/a		3.5		3.1
Rate of increase in pensions in payment		4.3		4.1		4.1		3.9
Inflation		2.8		2.7		2.8		2.4
North America
Discount rate1		4.1		3.5		3.8		4.0
Rate of increase in salaries		3.0		3.1		3.1		3.0
Inflation		n/a		4.0		4.0		2.5
Western Continental Europe
Discount rate1		2.0		1.9		1.7		2.5
Rate of increase in salaries		2.3		1.9		2.0		2.3
Rate of increase in pensions in payment		1.2		1.2		1.3		1.6
Inflation		1.7		1.7		1.7		2.0
Asia Pacific, Latin America, Africa & Middle East and Central & Eastern Europe
Discount rate1		5.0		4.2		4.2		4.2
Rate of increase in salaries		5.8		5.5		5.9		5.8
Inflation		3.6		4.0		4.0		4.0

Notes

¹  Discount rates are based on high-quality corporate bond yields. In countries where there is no deep market in corporate bonds, the discount rate assumption has been set with regard to the yield on long-term government bonds.

²  The salary assumptions are no longer applicable to the UK as all plans were frozen since 2017. Active participants will not accrue additional benefits for future services under these plans.

For the Group’s pension plans, the plans’ assets are invested with the objective of being able to meet current and future benefit payment needs, while controlling balance sheet volatility and future contributions. Pension plan assets are invested with a number of investment managers, and assets are diversified among equities, bonds, insured annuities, property and cash or other liquid investments. The primary use of bonds as an investment class is to match the anticipated cash flows from the plans to pay pensions. The Group is invested in high-quality corporate and government bonds which share similar risk characteristics and are of equivalent currency and term to the plan liabilities. Various insurance policies have also been bought historically to provide a more exact match for the cash flows, including a match for the actual mortality of specific plan members. These insurance policies effectively provide protection against both investment fluctuations and longevity risks. The strategic target allocation varies among the individual plans.

Management considers the types of investment classes in which the pension plan assets are invested. The types of investment classes are determined by economic and market conditions and in consideration of specific asset class risk.

Management periodically commissions detailed asset and liability studies performed by third-party professional investment advisors and actuaries that generate probability-adjusted expected future returns on those assets. These studies also project the estimated future pension payments and evaluate the efficiency of the allocation of the pension plan assets into various investment categories.

At 31 December 2018, the life expectancies underlying the value of the accrued liabilities for the main defined benefit pension plans operated by the Group were as follows:

Years life expectancy after age 65	All plans		North America		UK		Western Continental Europe		Other1
– current pensioners (at age 65) – male		22.2		22.1		23.2		21.1		17.0
– current pensioners (at age 65) – female		23.9		23.6		24.3		24.0		21.4
– future pensioners (current age 45) – male		24.0		23.7		24.8		23.5		17.0
– future pensioners (current age 45) – female		25.7		25.2		26.1		26.2		21.4

Note

¹  Includes Asia Pacific, Latin America, Africa & Middle East and Central & Eastern Europe.

The life expectancies after age 65 at 31 December 2017 were 22.4 years and 24.0 years for male and female current pensioners (at age 65), respectively, and 23.8 years and 25.7 years for male and female future pensioners (current age 45), respectively.

In the determination of mortality assumptions, management uses the most up-to-date mortality tables available in each country.

The following table provides information on the weighted average duration of the defined benefit pension obligations and the distribution of the timing of benefit payments for the next 10 years. The duration corresponds to the weighted average length of the underlying cash flows.

	All plans		North America		UK		Western Continental Europe		Other1
Weighted average duration of the defined benefit obligation (years)		11.8		8.5		14.2		15.7		8.2
Expected benefit payments over the next 10 years (£m)
Benefits expected to be paid within 12 months		67.2		36.3		16.4		9.3		5.1
Benefits expected to be paid in 2020		58.4		34.3		12.9		8.6		2.5
Benefits expected to be paid in 2021		58.3		33.7		12.8		8.6		3.1
Benefits expected to be paid in 2022		59.1		33.6		12.7		9.1		3.6
Benefits expected to be paid in 2023		56.6		30.4		12.9		9.4		3.9
Benefits expected to be paid in the next five years		276.6		131.0		66.1		52.8		26.6

Note

¹  Includes Asia Pacific, Latin America, Africa & Middle East and Central & Eastern Europe.

The following table presents a sensitivity analysis for each significant actuarial assumption showing how the defined benefit obligation would have been affected by changes in the relevant actuarial assumption that were reasonably possible at the balance sheet date. This sensitivity analysis applies to the defined benefit obligation only and not to the net defined benefit pension liability in its entirety, the measurement of which is driven by a number of factors including, in addition to the assumptions below, the fair value of plan assets.

The sensitivity analyses are based on a change in one assumption while holding all other assumptions constant so that interdependencies between the assumptions are excluded. The methodology applied is consistent with that used to determine the recognised defined benefit obligation. The sensitivity analysis for inflation is not shown as it is an underlying assumption to build the pension and salary increase assumptions. Changing the inflation assumption on its own without changing the salary or pension assumptions will not result in a significant change in pension liabilities.

	Increase/(decrease) in benefit obligation
Sensitivity analysis of significant actuarial assumptions	2018 £m			2017 £m
Discount rate
Increase by 25 basis points
UK		(9.8	)		(13.1	)
North America		(8.8	)		(9.9	)
Western Continental Europe		(8.7	)		(9.2	)
Other1		(0.7	)		(0.6	)
Decrease by 25 basis points
UK		10.3			13.8
North America		9.1			10.2
Western Continental Europe		9.3			9.8
Other1		0.7			0.6
Rate of increase in salaries
Increase by 25 basis points
North America		–			0.1
Western Continental Europe		1.3			1.5
Other1		0.7			0.6
Decrease by 25 basis points
North America		–			(0.1	)
Western Continental Europe		(1.2	)		(1.5	)
Other1		(0.6	)		(0.6	)
Rate of increase in pensions in payment
Increase by 25 basis points
UK		1.3			2.4
Western Continental Europe		5.3			6.2
Decrease by 25 basis points
UK		(0.8	)		(1.9	)
Western Continental Europe		(5.0	)		(5.8	)
Life expectancy
Increase in longevity by one additional year
UK		13.6			16.9
North America		5.7			6.0
Western Continental Europe		6.9			7.0

Note

¹  Includes Asia Pacific, Latin America, Africa & Middle East and Central & Eastern Europe.

(b) Assets and liabilities

At 31 December, the fair value of the assets in the pension plans, and the assessed present value of the liabilities in the pension plans are shown in the following table:

	2018 £m			%		2017 £m			%		2016 £m			%
Equities		76.5			9.1		124.6			13.4		161.9			17.3
Bonds		544.9			64.8		520.0			55.9		566.0			60.6
Insured annuities		90.9			10.8		178.5			19.2		63.5			6.8
Property		0.9			0.1		1.3			0.1		1.6			0.2
Cash		31.1			3.7		9.9			1.1		44.9			4.8
Other		96.3			11.5		95.7			10.3		96.3			10.3
Total fair value of assets		840.6			100.0		930.0			100.0		934.2			100.0
Present value of liabilities		(1,024.0	)				(1,135.4	)				(1,209.8	)
Deficit in the plans		(183.4	)				(205.4	)				(275.6	)
Irrecoverable surplus		(0.9	)				(0.9	)				(0.9	)
Net liability1		(184.3	)				(206.3	)				(276.5	)
Plans in surplus		42.8					43.9					28.0
Plans in deficit		(227.1	)				(250.2	)				(304.5	)

Note

¹  The related deferred tax asset is discussed in note 15.

All plan assets have quoted prices in active markets with the exception of insured annuities and other assets.

Surplus/(deficit) in plans by region	2018 £m			2017 £m			2016 £m
UK		33.7			31.5			20.0
North America		(68.7	)		(89.2	)		(133.8	)
Western Continental Europe		(104.6	)		(107.7	)		(116.9	)
Asia Pacific, Latin America, Africa & Middle East and Central & Eastern Europe		(43.8	)		(40.0	)		(44.9	)
Deficit in the plans		(183.4	)		(205.4	)		(275.6	)

Some of the Group’s defined benefit plans are unfunded (or largely unfunded) by common custom and practice in certain jurisdictions. In the case of these unfunded plans, the benefit payments are made as and when they fall due. Pre-funding of these plans would not be typical business practice.

The following table shows the split of the deficit at 31 December between funded and unfunded pension plans.

	2018 Surplus/ (deficit) £m			2018 Present value  of liabilities £m			2017 Surplus/ (deficit) £m			2017 Present value of liabilities £m			2016 Surplus/ (deficit) £m			2016 Present value of liabilities £m
Funded plans by region
UK		33.7			(290.5	)		31.5			(387.5	)		20.0			(406.4	)
North America		(4.6	)		(375.3	)		(21.4	)		(385.4	)		(56.0	)		(420.4	)
Western Continental Europe		(35.8	)		(168.4	)		(37.9	)		(173.3	)		(48.9	)		(180.9	)
Asia Pacific, Latin America, Africa & Middle East and Central & Eastern Europe		(6.6	)		(19.7	)		(4.2	)		(15.8	)		(5.8	)		(17.2	)
Deficit/liabilities in the funded plans		(13.3	)		(853.9	)		(32.0	)		(962.0	)		(90.7	)		(1,024.9	)
Unfunded plans by region
UK		–			–			–			–			–			–
North America		(64.1	)		(64.1	)		(67.8	)		(67.8	)		(77.8	)		(77.8	)
Western Continental Europe		(68.8	)		(68.8	)		(69.8	)		(69.8	)		(68.0	)		(68.0	)
Asia Pacific, Latin America, Africa & Middle East and Central & Eastern Europe		(37.2	)		(37.2	)		(35.8	)		(35.8	)		(39.1	)		(39.1	)
Deficit/liabilities in the unfunded plans		(170.1	)		(170.1	)		(173.4	)		(173.4	)		(184.9	)		(184.9	)
Deficit/liabilities in the plans		(183.4	)		(1,024.0	)		(205.4	)		(1,135.4	)		(275.6	)		(1,209.8	)

In accordance with IAS 19, plans that are wholly or partially funded are considered funded plans.

(c) Pension expense

The following table shows the breakdown of the pension expense between amounts charged to operating profit, amounts charged to finance costs and amounts recognised in the consolidated statement of comprehensive income (OCI):

	2018 £m			2017 £m			2016 £m
Service cost1		15.5			13.0			22.4
Administrative expenses		3.4			3.1			2.2
Charge to operating profit		18.9			16.1			24.6
Net interest expense on pension plans		4.4			6.3			6.7
Charge to profit before taxation for defined benefit plans		23.3			22.4			31.3
Return on plan assets (excluding interest income)		(43.9	)		13.4			66.3
Changes in demographic assumptions underlying the present value of the plan liabilities		3.8			12.7			6.7
Changes in financial assumptions underlying the present value of the plan liabilities		45.2			(17.0	)		(92.6	)
Experience gain arising on the plan liabilities		3.8			7.9			1.0
Change in irrecoverable surplus		–			–			2.7
Actuarial gain/(loss) recognised in OCI		8.9			17.0			(15.9	)

Note

¹  Includes current service cost, past service costs related to plan amendments and (gain)/loss on settlements and curtailments.

(d) Movement in plan liabilities

The following table shows an analysis of the movement in the pension plan liabilities for each accounting period:

	2018 £m			2017 £m			2016 £m
Plan liabilities at beginning of year		1,135.4			1,209.8			1,039.9
Service cost1		15.5			13.0			22.4
Interest cost		30.7			32.9			37.2
Actuarial (gain)/loss
Effect of changes in demographic assumptions		(3.8	)		(12.7	)		(6.7	)
Effect of changes in financial assumptions		(45.2	)		17.0			92.6
Effect of experience adjustments		(3.8	)		(7.9	)		(1.0	)
Benefits paid		(75.6	)		(79.7	)		(92.4	)
Loss/(gain) due to exchange rate movements		30.0			(36.4	)		124.2
Settlement payments2		(70.4	)		(1.2	)		(4.8	)
Other3		11.2			0.6			(1.6	)
Plan liabilities at end of year		1,024.0			1,135.4			1,209.8

Notes

¹  Includes current service cost, past service costs related to plan amendments and (gain)/loss on settlements and curtailments.

²  In 2018, the Group completed the transfer of the defined benefit obligations for certain UK plans to an insurer resulting in £70.4 million settlement payments.

³  Other includes acquisitions, disposals, plan participants’ contributions and reclassifications. The reclassifications represent certain of the Group’s defined benefit plans which are included in this note for the first time in the periods presented.

(e) Movement in plan assets

The following table shows an analysis of the movement in the pension plan assets for each accounting period:

	2018 £m			2017 £m			2016 £m
Fair value of plan assets at beginning of year		930.0			934.2			814.2
Interest income on plan assets		26.3			26.6			30.5
Return on plan assets (excluding interest income)		(43.9	)		13.4			66.3
Employer contributions		44.9			68.2			43.7
Benefits paid		(75.6	)		(79.7	)		(92.4	)
Gain/(loss) due to exchange rate movements		23.0			(28.7	)		78.8
Settlement payments1		(70.4	)		(1.2	)		(4.8	)
Administrative expenses		(3.4	)		(3.1	)		(2.2	)
Other2		9.7			0.3			0.1
Fair value of plan assets at end of year		840.6			930.0			934.2
Actual return on plan assets		(17.6	)		40.0			96.8

Notes

¹  In 2018, the Group completed the transfer of the defined benefit obligations for certain UK plans to an insurer resulting in £70.4 million settlement payments.

²  Other includes acquisitions, disposals, plan participants’ contributions and reclassifications. The reclassifications represent certain of the Group’s defined benefit plans which are included in this note for the first time in the periods presented.

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Risk management policies

12 Months Ended

Dec. 31, 2018

Text block [abstract]

Risk management policies

23. Risk management policies

Foreign currency risk

The Group’s results in pounds sterling are subject to fluctuation as a result of exchange rate movements. The Group does not hedge this translation exposure to its earnings but does hedge the currency element of its net assets using foreign currency borrowings, cross-currency swaps and forward foreign exchange contracts.

The Group effects these currency net asset hedges by borrowing in the same currencies as the operating (or ‘functional’) currencies of its main operating units. The majority of the Group’s debt is therefore denominated in US dollars, pounds sterling and euros. The Group’s borrowings at 31 December 2018 were primarily made up of $2,784 million, £1,044 million and €3,200 million (2017: $3,931 million, £600 million and €3,202 million). The Group’s average gross debt during the course of 2018 was $3,377 million, £1,039 million and €3,202 million (2017: $3,741 million, £1,242 million and €3,108 million).

The Group’s operations conduct the majority of their activities in their own local currency and consequently the Group has no significant transactional foreign exchange exposures arising from its operations. Any significant cross-border trading exposures are hedged by the use of forward foreign-exchange contracts. No speculative foreign exchange trading is undertaken.

Interest rate risk

The Group is exposed to interest rate risk on both interest-bearing assets and interest-bearing liabilities. The Group has a policy of actively managing its interest rate risk exposure while recognising that fixing rates on all its debt eliminates the possibility of benefiting from rate reductions and similarly, having all its debt at floating rates unduly exposes the Group to increases in rates.

Including the effect of interest rate and cross-currency swaps, 52.9% of the year-end US dollar debt is at fixed rates averaging 4.58% for an average period of 181 months; 47.1% of the year-end US dollar debt is at floating rates averaging 4.77% for an average period of 39 months; 100% of the sterling debt is at a fixed rate of 3.43% for an average period of 232 months; 84.4% of the euro debt is at fixed rates averaging 1.99% for an average period of 75 months and 15.6% of the euro debt is at floating rates averaging 0.05% for an average of 28 months.

Going concern and liquidity risk

In considering going concern and liquidity risk, the Directors have reviewed the Group’s future cash requirements and earnings projections. The Directors believe these forecasts have been prepared on a prudent basis and have also considered the impact of a range of potential changes to trading performance. The Directors have concluded that the Group should be able to operate within its current facilities and comply with its banking covenants for the foreseeable future and therefore believe it is appropriate to prepare the financial statements of the Group on a going concern basis. The potential impact of Brexit has been considered and is not deemed to have a significant effect on this assessment.

At 31 December 2018, the Group has access to £8.4 billion of committed facilities with maturity dates spread over the years 2019 to 2046 as illustrated below:

	£m		2019 £m		2020 £m		2021 £m		2022 £m		2023+ £m
£ bonds £400m (2.875% ’46)		400.0										400.0
US bond $450m (5.625% ’43)		353.3										353.3
US bond $272m (5.125% ’42)		213.1										213.1
Eurobonds €600m (1.625% ’30)		539.1										539.1
Eurobonds €750m (2.25%,’26)		673.9										673.9
Eurobonds €500m (1.375% ’25)		449.2										449.2
US bond $750m (3.75%,’24)		588.4										588.4
Eurobonds €750m (3.0% ’23)		673.9										673.9
US bond $500m (3.625% ’22)		392.3								392.3
Eurobonds €250m (3m EURIBOR + 0.45% ’22)		224.6								224.6
US bond $812m (4.75% ’21)		637.4						637.4
Bank revolver ($2,500m ’21)		1,961.4						1,961.4
Bank revolver (A$150m ’19, A$370m ’21)		287.3		82.9				204.4
£ bonds £200m (6.375% ’20)		200.0				200.0
Eurobonds €250m (3m EURIBOR + 0.32% ’20)		224.6				224.6
Eurobonds €600m (0.75% ’19)		539.1		539.1
Total committed facilities available		8,357.6		622.0		424.6		2,803.2		616.9		3,890.9
Drawn down facilities at 31 December 2018		6,282.9		571.1		424.6		779.4		616.9		3,890.9
Undrawn committed credit facilities		2,074.7

Given the strong cash generation of the business, its debt maturity profile and available facilities, the Directors believe the Group has sufficient liquidity to match its requirements for the foreseeable future.

Treasury activities

Treasury activity is managed centrally from London, New York and Hong Kong, and is principally concerned with the monitoring of working capital, managing external and internal funding requirements and the monitoring and management of financial market risks, in particular interest rate and foreign exchange exposures.

The treasury operation is not a profit centre and its activities are carried out in accordance with policies approved by the Board of Directors and subject to regular review and audit.

The Group manages liquidity risk by ensuring continuity and flexibility of funding even in difficult market conditions. Undrawn committed borrowing facilities are maintained in excess of peak net-borrowing levels and debt maturities are closely monitored. Targets for debt less cash position are set on an annual basis and, to assist in meeting this, working capital targets are set for all the Group’s major operations.

Capital risk management

The Group manages its capital to ensure that entities in the Group will be able to continue as a going concern while maximising the return to stakeholders through the optimisation of the debt and equity balance. The capital structure of the Group consists of debt, which includes the borrowings disclosed in note 10, cash and cash equivalents and equity attributable to equity holders of the parent, comprising issued capital, reserves and retained earnings as disclosed in the consolidated statement of changes in equity and in notes 25 and 26.

Credit risk

The Group’s principal financial assets are cash and short-term deposits, trade and other receivables and investments, the carrying values of which represent the Group’s maximum exposure to credit risk in relation to financial assets, as shown in note 24.

The Group’s credit risk is primarily attributable to its trade receivables. The majority of the Group’s trade receivables are due from large national or multinational companies where the risk of default is considered low. The amounts presented in the consolidated balance sheet are net of allowances for doubtful receivables, estimated by the Group’s management based on expected losses, prior experience and their assessment of the current economic environment. A relatively small number of clients make up a significant percentage of the Group’s debtors, but no single client represents more than 5% of total trade receivables as at 31 December 2018.

The credit risk on liquid funds and derivative financial instruments is limited because the counterparties are banks with high credit ratings assigned by international credit-rating agencies or banks that have been financed by their government.

A relatively small number of clients contribute a significant percentage of the Group’s consolidated revenues. The Group’s clients generally are able to reduce advertising and marketing spending or cancel projects at any time for any reason. There can be no assurance that any of the Group’s clients will continue to utilise the Group’s services to the same extent, or at all, in the future. Clients can reduce their marketing spend, terminate contracts, or cancel projects on short notice. The loss of one or more of our largest clients, if not replaced by new accounts or an increase in business from existing clients, would adversely affect our financial condition.

Sensitivity analysis

The following sensitivity analysis addresses the effect of currency and interest rate risks on the Group’s financial instruments. The analysis assumes that all hedges are highly effective.

Currency risk

At 31 December 2018, the Group’s major foreign currency denominated borrowings are held in individual entities with the same financial reporting currencies as borrowings. Therefore a weakening or strengthening of sterling against the Group’s major currencies would not result in any gains or losses being posted directly to equity and there would be no profit before tax impact.

Interest rate risk

A one percentage point increase in market interest rates for all currencies in which the Group had cash and borrowings at 31 December 2018 would increase profit before tax by approximately £7.2 million (2017: £0.2 million). A one percentage decrease in market interest rates would have an equal and opposite effect. This has been calculated by applying the interest rate change to the Group’s variable rate cash and borrowings.

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Financial instruments

12 Months Ended

Dec. 31, 2018

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Financial instruments

24. Financial instruments

Currency derivatives

The Group utilises currency derivatives to hedge significant future transactions and cash flows and the exchange risk arising on translation of the Group’s investments in foreign operations. The Group is a party to a variety of foreign currency derivatives in the management of its exchange rate exposures. The instruments purchased are primarily denominated in the currencies of the Group’s principal markets.

The Group designates its foreign currency-denominated debt as hedging instruments against the currency risk associated with the translation of its foreign operations. Contracts due in March 2025 have receipts of €500.0 million and payments of £444.1 million.

At 31 December 2018, the fair value of the Group’s currency derivatives is estimated to be a net asset of approximately £8.4 million (2017: £nil). These amounts are based on market values of equivalent instruments at the balance sheet date, comprising £8.4 million (2017: £nil) assets included in trade and other receivables and £nil (2017: £nil) liabilities included in trade and other payables. The amounts taken to and deferred in equity during the year for currency derivatives that are designated and effective hedges was a charge of £17.9 million (2017: £nil) for cash flow hedges.

Changes in the fair value relating to the ineffective portion of the currency derivatives amounted to a loss of £11.1 million (2017: £nil) which is included in the revaluation of financial instruments for the year. This loss resulted from a £6.8 million gain on hedging instruments and a £17.9 million loss on hedged items.

At the balance sheet date, the total nominal amount of outstanding forward foreign exchange contracts not designated as hedges was £296.1 million (2017: £177.7 million). The Group estimates the fair value of these contracts to be a net liability of £1.3 million (2017: £2.5 million).

These arrangements are designed to address significant exchange exposure and are renewed on a revolving basis as required.

Interest rate swaps

The Group uses interest rate swaps as hedging instruments in fair value hedges to manage its exposure to interest rate movements on its borrowings. Contracts with a nominal value of $500 million have fixed interest receipts of 3.63% until September 2022 and have floating interest payments averaging LIBOR plus 1.52%. Contracts with a nominal value of $812 million have fixed interest receipts of 4.75% until November 2021 and have floating rate payments averaging LIBOR plus 2.34%.

The fair value of interest rate swaps entered into at 31 December 2018 is estimated to be a net liability of £14.2 million (2017: £1.2 million). These amounts are based on market values of equivalent instruments at the balance sheet date, comprising £nil (2017: £2.1 million) assets included in trade and other receivables and £14.2 million (2017: £3.3 million) liabilities included in trade and other payables.

Changes in the fair value relating to the ineffective portion of interest rate swaps amounted to a gain of £0.9 million (2017: £2.8 million) which is included in the revaluation of financial instruments for the year. This gain resulted from a £9.9 million loss on hedging instruments and a £10.8 million gain on hedged items.

An analysis of the Group’s financial assets and liabilities by accounting classification is set out below:

Classification under IFRS 9	Derivatives in designated hedge relationships		Held at fair value through profit or loss			Held at fair  value through other comprehensive income		Amortised cost			Carrying value
	£m		£m			£m		£m			£m
2018
Other investments		–		319.6			347.1		–			666.7
Cash and short-term deposits		–		–			–		2,643.2			2,643.2
Bank overdrafts, bonds and bank loans		–		–			–		(1,025.1	)		(1,025.1	)
Bonds and bank loans		–		–			–		(5,634.8	)		(5,634.8	)
Trade and other receivables: amounts falling due within one year		–		–			–		8,545.6			8,545.6
Trade and other receivables: amounts falling due after more than one year		–		–			–		68.3			68.3
Trade and other payables: amounts falling due within one year		–		–			–		(10,637.3	)		(10,637.3	)
Trade and other payables: amounts falling due after more than one year		–		–			–		(8.4	)		(8.4	)
Derivative assets		8.4		1.3			–		–			9.7
Derivative liabilities		(14.2)		(2.6	)		–		–			(16.8	)
Payments due to vendors (earnout agreements) (note 18)		–		(414.7	)		–		–			(414.7	)
Liabilities in respect of put options		–		(242.0	)		–		–			(242.0	)
		(5.8)		(338.4	)		347.1		(6,048.5	)		(6,045.6	)

Classification under IAS 39	Derivatives in designated hedge relationships			Held for trading			Loans and receivables		Available for sale		Amortised cost			Carrying value
	£m			£m			£m		£m		£m			£m
2017
Other investments		–			–			–		1,153.5		–			1,153.5
Cash and short-term deposits		–			–			2,391.4		–		–			2,391.4
Bank overdrafts, bonds and bank loans		–			–			–		–		(624.1	)		(624.1	)
Bonds and bank loans		–			–			–		–		(6,250.4	)		(6,250.4	)
Trade and other receivables: amounts falling due within one year		–			–			8,328.4		–		–			8,328.4
Trade and other receivables: amounts falling due after more than one year		–			–			61.7		–		–			61.7
Trade and other payables: amounts falling due within one year		–			–			–		–		(9,970.5	)		(9,970.5	)
Trade and other payables: amounts falling due after more than one year		–			–			–		–		(8.5	)		(8.5	)
Derivative assets		2.1			1.0			–		–		–			3.1
Derivative liabilities		(3.3	)		(3.5	)		–		–		–			(6.8	)
Payments due to vendors (earnout agreements) (note 18)		–			(630.7	)		–		–		–			(630.7	)
Liabilities in respect of put options		–			(258.1	)		–		–		–			(258.1	)
		(1.2	)		(891.3	)		10,781.5		1,153.5		(16,853.5	)		(5,811.0	)

The Group adopted IFRS 9 on 1 January 2018 resulting in cash and short-term deposits and trade and other receivables being reclassified from loans and receivables to amortised cost. Other investments of £1,153.5 million classified as available for sale at 31 December 2017 were reclassified as held at fair value through other comprehensive income (£835.1 million) and fair value through profit or loss (£318.4 million). There have been no material changes in the carrying amounts of financial assets and financial liabilities arising from the adoption of IFRS 9.

The following table provides an analysis of financial instruments that are measured subsequent to initial recognition at fair value, grouped into levels 1 to 3 based on the degree to which the fair value is observable:

Level 1 fair value measurements are those derived from quoted prices (unadjusted) in active markets for identical assets or liabilities;

Level 2 fair value measurements are those derived from inputs other than quoted prices included within level 1 that are observable for the asset or liability, either directly (ie as prices) or indirectly (ie derived from prices);

Level 3 fair value measurements are those derived from valuation techniques that include inputs for the asset or liability that are not based on observable market data (unobservable inputs).

	Level 1 £m		Level 2 £m			Level 3 £m
2018
Derivatives in designated hedge relationships
Derivative assets		–		8.4			–
Derivative liabilities		–		(14.2	)		–
Held at fair value through profit or loss
Other investments		0.4		–			319.2
Derivative assets		–		1.3			–
Derivative liabilities		–		(2.6	)		–
Payments due to vendors (earnout agreements) (note 18)		–		–			(414.7	)
Liabilities in respect of put options		–		–			(242.0	)
Held at fair value through other comprehensive income
Other investments		128.1		–			219.0

	Level 1 £m		Level 2 £m			Level 3 £m
2017
Derivatives in designated hedge relationships
Derivative assets		–		2.1			–
Derivative liabilities		–		(3.3	)		–
Held for trading
Derivative assets		–		1.0			–
Derivative liabilities		–		(3.5	)		–
Payments due to vendors (earnout agreements) (note 18)		–		–			(630.7	)
Liabilities in respect of put options		–		–			(258.1	)
Available for sale
Other investments		333.2		–			820.3

There have been no transfers between these levels in the periods presented.

Reconciliation of level 3 fair value measurements¹:

	Liabilities in respect of put options £m			Other investments £m
1 January 2017		(297.0	)		881.0
Gains/(losses) recognised in the income statement		52.5			(13.8	)
Gains recognised in other comprehensive income		–			15.1
Exchange adjustments		7.5			(70.9	)
Additions		(40.5	)		67.7
Disposals		–			(1.7	)
Cancellations		2.9			–
Reclassifications from other investments to interests in associates		–			(57.1	)
Settlements		16.5			–
31 December 2017		(258.1	)		820.3
Gains recognised in the income statement		34.5			61.1
Losses recognised in other comprehensive income		–			(140.6	)
Exchange adjustments		1.1			–
Additions		(43.5	)		35.0
Disposals		–			(237.3	)
Cancellations		2.2			–
Reclassifications from other investments to interests in associates		–			(0.3	)
Settlements		21.8			–
31 December 2018		(242.0	)		538.2

Note

¹  The reconciliation of payments due to vendors (earnout agreements) is presented in note 18.

The fair values of financial assets and liabilities are based on quoted market prices where available. Where the market value is not available, the Group has estimated relevant fair values on the basis of publicly available information from outside sources. There have been no movements between level 3 and other levels.

Payments due to vendors and liabilities in respect of put options

Future anticipated payments due to vendors in respect of contingent consideration (earnout agreements) are recorded at fair value, which is the present value of the expected cash outflows of the obligations. Liabilities in respect of put option agreements are initially recorded at the present value of the redemption amount in accordance with IAS 32 and subsequently measured at fair value in accordance with IFRS 9. Both types of obligations are dependent on the future financial performance of the entity and it is assumed that future profits are in line with Directors’ estimates. The Directors derive their estimates from internal business plans together with financial due diligence performed in connection with the acquisition. At 31 December 2018, the weighted average growth rate in estimating future financial performance was 22.7% (2017: 25.0%), which reflects the prevalence of recent acquisitions in the faster-growing markets and new media sectors. The risk adjusted discount rate applied to these obligations at 31 December 2018 was 2.9% (2017: 1.8%).

A one percentage point increase or decrease in the growth rate in estimated future financial performance would increase or decrease the combined liabilities due to earnout agreements and put options by approximately £6.8 million (2017: £8.9 million) and £10.4 million (2017: £9.3 million), respectively. A 0.5 percentage point increase or decrease in the risk adjusted discount rate would decrease or increase the combined liabilities by approximately £7.1 million (2017: £11.2 million) and £7.2 million (2017: £11.4 million), respectively. An increase in the liability would result in a loss in the revaluation of financial instruments, while a decrease would result in a gain.

Other investments

The fair value of other investments included in level 1 are based on quoted market prices. Other investments included in level 3 are unlisted securities, where market value is not readily available. The Group has estimated relevant fair values on the basis of publicly available information from outside sources. The sensitivity to changes in unobservable inputs is specific to each individual investment.

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Authorised and issued share capital

12 Months Ended

Dec. 31, 2018

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Authorised and issued share capital

25. Authorised and issued share capital

	Equity ordinary shares		Nominal value £m
Authorised
At 1 January 2016		1,750,000,000		175.0
At 31 December 2016		1,750,000,000		175.0
At 31 December 2017		1,750,000,000		175.0
At 31 December 2018		1,750,000,000		175.0
Issued and fully paid
At 1 January 2016		1,329,366,024		132.9
Exercise of share options		2,514,706		0.3
At 31 December 2016		1,331,880,730		133.2
Exercise of share options		630,822		0.1
At 31 December 2017		1,332,511,552		133.3
Exercise of share options		166,675		–
At 31 December 2018		1,332,678,227		133.3

Company’s own shares

The Company’s holdings of own shares are stated at cost and represent shares held in treasury and purchases by the Employee Share Ownership Plan (‘ESOP’) trusts of shares in WPP plc for the purpose of funding certain of the Group’s share-based incentive plans.

The trustees of the ESOP purchase the Company’s ordinary shares in the open market using funds provided by the Company. The Company also has an obligation to make regular contributions to the ESOP to enable it to meet its administrative costs. The number and market value of the ordinary shares of the Company held by the ESOP at 31 December 2018 was 14,820,994 (2017: 14,232,910), and £125.5 million (2017: £190.9 million) respectively. The number and market value of ordinary shares held in treasury at 31 December 2018 was 70,854,553 (2017: 62,578,938) and £599.9 million (2017: £839.2 million) respectively.

Share options

WPP Executive Share Option Scheme

As at 31 December 2018, unexercised options over ordinary shares of 6,741 have been granted under the WPP Executive Share Option Scheme as follows:

Number of ordinary shares under option	Exercise price per share (£)		Exercise dates
3,696		8.333		2015 -  2022
3,045		10.595		2016 -  2023

WPP Worldwide Share Ownership Programme

As at 31 December 2018, unexercised options over ordinary shares of 3,187,979 and unexercised options over ADRs of 466,559 have been granted under the WPP Worldwide Share Ownership Programme as follows:

Number of ordinary shares under option	Exercise price per share (£)		Exercise dates
28,275		5.483		2012 - 2019
18,000		5.483		2013 - 2019
750		5.608		2012 - 2019
95,000		6.268		2014 - 2021
44,125		6.268		2015 - 2021
61,625		7.113		2013 - 2020
30,250		7.113		2014 - 2020
233,129		8.458		2015 - 2022
52,000		13.145		2017 - 2021
1,959,975		13.145		2017 - 2024
4,750		13.145		2018 - 2024
642,975		13.505		2016 - 2023
17,125		13.505		2017 - 2023

Number of ADRs under option	Exercise price per ADR ($)		Exercise dates
11,855		44.560		2012 - 2019
29,025		49.230		2014 - 2021
19,200		56.560		2013 - 2020
44,964		67.490		2015 - 2022
195,890		102.670		2017 - 2024
165,625		110.760		2016 - 2023

WPP Share Option Plan 2015

As at 31 December 2018, unexercised options over ordinary shares of 12,257,750 and unexercised options over ADRs of 1,286,670 have been granted under the WPP Share Option Plan 2015 as follows:

Number of ordinary shares under option	Exercise price per share (£)		Exercise dates
23,750		8.372		2021 - 2025
4,053,925		8.372		2021 - 2028
23,875		13.085		2020 - 2024
3,245,325		13.085		2020 - 2027
66,125		15.150		2018 - 2022
2,211,900		15.150		2018 - 2025
5,750		15.150		2019 - 2025
15,875		17.055		2019 - 2023
2,611,225		17.055		2019 - 2026

Number of ADRs under option	Exercise price per ADR ($)		Exercise dates
439,205		53.140		2021 - 2028
340,225		88.260		2020 - 2027
282,115		105.490		2020 - 2026
225,125		115.940		2018 - 2025

The aggregate status of the WPP Share Option Plans during 2018 was as follows:

Movements on options granted (represented in ordinary shares)

	1 January 2018		Granted		Exercised			Lapsed			Outstanding 31 December 2018		Exercisable 31 December 2018
WPP		6,741		–		–			–			6,741		6,741
WWOP		6,375,750		–		(166,675	)		(688,301	)		5,520,774		5,520,774
WSOP		14,602,950		6,301,400		–			(2,213,250	)		18,691,100		3,403,650
		20,985,441		6,301,400		(166,675	)		(2,901,551	)		24,218,615		8,931,165

Weighted-average exercise price for options over

	1 January 2018		Granted		Exercised		Lapsed		Outstanding 31 December 2018		Exercisable 31 December 2018
Ordinary shares (£)
WPP		9.355		–		–		–		9.355		9.355
WWOP		12.195		–		7.064		12.473		12.290		12.290
WSOP		14.929		8.372		–		14.818		12.753		15.150
ADRs ($)
WWOP		94.752		–		57.031		99.731		95.453		95.453
WSOP		101.047		53.140		–		98.978		84.893		115.940

Options over ordinary shares

Outstanding

Range of exercise prices £	Weighted average exercise price £	Weighted average contractual life Months
5.483 – 17.055	12.656	96

Options over ADRs

Outstanding

Range of exercise prices $	Weighted average exercise price $	Weighted average contractual life Months
44.560 – 115.940	87.703	93

As at 31 December 2018 there was £8.5 million (2017: £9.0 million) of total unrecognised compensation costs related to share options. That cost is expected to be recognised over a weighted average period of 20 months (2017: 20 months).

Share options are satisfied out of newly issued shares.

The weighted average fair value of options granted in the year calculated using the Black-Scholes model was as follows:

	2018		2017		2016
Fair value of UK options (shares)		107.0p		112.0p		135.0p
Fair value of US options (ADRs)		$8.09		$9.40		$9.94
Weighted average assumptions:
UK Risk-free interest rate		0.78%		0.57%		0.44%
US Risk-free interest rate		2.74%		2.05%		1.60%
Expected life (months)		48		48		48
Expected volatility		24%		17%		16%
Dividend yield		3.5%		2.9%		2.8%

Options are issued at an exercise price equal to market value on the date of grant.

The average share price of the Group for the year ended 31 December 2018 was £11.56 (2017: £15.86, 2016: £16.45) and the average ADR price for the same period was $77.31 (2017: $101.86, 2016: $111.20).

Expected volatility is sourced from external market data and represents the historic volatility in the Group’s share price over a period equivalent to the expected option life.

Expected life is based on a review of historic exercise behaviour in the context of the contractual terms of the options, as described in more detail below.

Terms of share option plans

In 2015, the Group introduced the Share Option Plan 2015 to replace both the ‘all-employee’ Worldwide Share Ownership Plan and the discretionary Executive Stock Option Plan. Two kinds of options over ordinary shares can be granted, both with a market value exercise price. Firstly, options can be granted to employees who have worked at a company owned by WPP plc for at least two years which are not subject to performance conditions. Secondly, options may be granted on a discretionary basis subject to the satisfaction of performance conditions.

The Worldwide Share Ownership Programme was open for participation to employees with at least two years’ employment in the Group. It was not available to those participating in other share-based incentive programmes or to Executive Directors. The vesting period for each grant is three years and there are no performance conditions other than continued employment with the Group.

The Executive Stock Option Plan has historically been open for participation to WPP Group Leaders, Partners and High Potential Group. It is not currently offered to Parent Company Executive Directors. The vesting period is three years and performance conditions include achievement of various TSR (Total Shareholder Return) and EPS (Earnings Per Share) objectives, as well as continued employment. The terms of these stock options are such that if, after nine years and eight months, the performance conditions have not been met, then the stock option will vest automatically.

The Group grants stock options with a life of 10 years, including the vesting period.

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Other reserves

12 Months Ended

Dec. 31, 2018

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Other reserves

26. Other reserves

Other reserves comprise the following:

	Capital redemption reserve £m		Equity reserve £m			Revaluation reserve £m			Translation reserve £m			Total other reserves £m
1 January 2016		2.7		(225.2	)		364.4			(151.6	)		(9.7	)
Exchange adjustments on foreign currency net investments		–		–			–			1,309.9			1,309.9
Loss on revaluation of available for sale investments		–		–			(93.1	)		–			(93.1	)
Recognition and remeasurement of financial instruments		–		(21.9	)		–			–			(21.9	)
31 December 2016		2.7		(247.1	)		271.3			1,158.3			1,185.2
Exchange adjustments on foreign currency net investments		–		–			–			(445.5	)		(445.5	)
Gain on revaluation of available for sale investments		–		–			32.1			–			32.1
Recognition and remeasurement of financial instruments		–		(10.1	)		–			–			(10.1	)
31 December 2017		2.7		(257.2	)		303.4			712.8			761.7
Exchange adjustments on foreign currency net investments		–		–			–			69.9			69.9
Accounting policy change (IFRS 9)1		–		–			(303.4	)		(104.0	)		(407.4	)
Recognition and remeasurement of financial instruments		–		(30.7	)		–			–			(30.7	)
31 December 2018		2.7		(287.9	)		–			678.7			393.5

Note

¹  Due to the adoption of IFRS 9, cumulative gains and losses on revaluation of available for sale investments have been transferred to retained earnings, as described in the accounting policies.

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Acquisitions

12 Months Ended

Dec. 31, 2018

Text block [abstract]

Acquisitions

27. Acquisitions

The Group accounts for acquisitions in accordance with IFRS 3 Business Combinations. IFRS 3 requires the acquiree’s identifiable assets, liabilities and contingent liabilities (other than non-current assets or disposal groups held for sale) to be recognised at fair value at acquisition date. In assessing fair value at acquisition date, management make their best estimate of the likely outcome where the fair value of an asset or liability may be contingent on a future event. In certain instances, the underlying transaction giving rise to an estimate may not be resolved until some years after the acquisition date. IFRS 3 requires the release to profit of any acquisition reserves which subsequently become excess in the same way as any excess costs over those provided at acquisition date are charged to profit. At each period end management assess provisions and other balances established in respect of acquisitions for their continued probability of occurrence and amend the relevant value accordingly through the consolidated income statement or as an adjustment to goodwill as appropriate under IFRS 3.

Acquisitions in 2018

The Group acquired a number of subsidiaries in the year. The following table sets out the book values of the identifiable assets and liabilities acquired and their fair value to the Group. The fair value adjustments for certain acquisitions have been determined provisionally at the balance sheet date.

	Book value at acquisition £m			Fair value adjustments £m			Fair value to Group £m
Intangible assets		–			40.3			40.3
Property, plant and equipment		3.1			–			3.1
Cash		5.0			–			5.0
Trade receivables due within one year		43.7			–			43.7
Other current assets		20.3			–			20.3
Total assets		72.1			40.3			112.4
Current liabilities		(42.8	)		–			(42.8	)
Trade and other payables due after one year		(2.4	)		(13.5	)		(15.9	)
Deferred tax liabilities		–			(9.9	)		(9.9	)
Provisions		–			(0.4	)		(0.4	)
Total liabilities		(45.2	)		(23.8	)		(69.0	)
Net assets		26.9			16.5			43.4
Non-controlling interests								(6.3	)
Fair value of equity stake in associate undertakings before acquisition of controlling interest								(3.1	)
Goodwill								141.6
Consideration								175.6
Consideration satisfied by:
Cash								127.4
Payments due to vendors								48.2

Goodwill arising from acquisitions represents the value of synergies with our existing portfolio of businesses and skilled staff to deliver services to our clients. Goodwill that is expected to be deductible for tax purposes is £65.3 million.

Non-controlling interests in acquired companies are measured at the non-controlling interests’ proportionate share of the acquiree’s identifiable net assets.

The contribution to revenue and operating profit of acquisitions completed in the year was not material. There were no material acquisitions completed between 31 December 2018 and the date the financial statements have been authorised for issue.

Acquisitions in 2017

The Group acquired a number of subsidiaries in the year. The following table sets out the book values of the identifiable assets and liabilities acquired and their fair value to the Group. The fair value adjustments for certain acquisitions have been determined provisionally at the balance sheet date.

	Book value at acquisition £m			Fair value adjustments £m			Fair value to Group £m
Intangible assets		0.8			79.0			79.8
Property, plant and equipment		5.5			–			5.5
Cash		28.9			–			28.9
Trade receivables due within one year		74.4			–			74.4
Other current assets		20.1			–			20.1
Total assets		129.7			79.0			208.7
Current liabilities		(76.0	)		–			(76.0	)
Trade and other payables due after one year		(10.2	)		(20.5	)		(30.7	)
Deferred tax liabilities		–			(16.8	)		(16.8	)
Provisions		(0.1	)		(4.8	)		(4.9	)
Total liabilities		(86.3	)		(42.1	)		(128.4	)
Net assets		43.4			36.9			80.3
Non-controlling interests								(13.9	)
Fair value of equity stake in associate undertakings before acquisition of controlling interest								(5.7	)
Goodwill								314.3
Consideration								375.0
Consideration satisfied by:
Cash								213.7
Payments due to vendors								161.3

Goodwill arising from acquisitions represents the value of synergies with our existing portfolio of businesses and skilled staff to deliver services to our clients. Goodwill that is expected to be deductible for tax purposes is £63.9 million.

Non-controlling interests in acquired companies are measured at the non-controlling interests’ proportionate share of the acquiree’s identifiable net assets.

The contribution to revenue and operating profit of acquisitions completed in the year was not material.

Acquisitions in 2016

The Group acquired a number of subsidiaries in the year. The following table sets out the book values of the identifiable assets and liabilities acquired and their fair value to the Group. The fair value adjustments for certain acquisitions have been determined provisionally at the balance sheet date.

	Book value at acquisition £m			Fair value adjustments £m			Fair value to Group £m
Intangible assets		10.5			319.1			329.6
Property, plant and equipment		20.6			–			20.6
Cash		57.1			–			57.1
Trade receivables due within one year		249.5			–			249.5
Other current assets		78.0			–			78.0
Total assets		415.7			319.1			734.8
Current liabilities		(299.4	)		(2.8	)		(302.2	)
Trade and other payables due after one year		(40.4	)		(59.5	)		(99.9	)
Deferred tax liabilities		–			(96.1	)		(96.1	)
Provisions		(0.1	)		(11.5	)		(11.6	)
Bank loans		(144.4	)		–			(144.4	)
Total liabilities		(484.3	)		(169.9	)		(654.2	)
Net assets		(68.6	)		149.2			80.6
Non-controlling interests								(15.0	)
Fair value of equity stake in associate undertakings before acquisition of controlling interest								(98.5	)
Goodwill								799.3
Consideration								766.4
Consideration satisfied by:
Cash								423.3
Payments due to vendors								343.1

Goodwill arising from acquisitions represents the value of synergies with our existing portfolio of businesses and skilled staff to deliver services to our clients. Goodwill that is expected to be deductible for tax purposes is £54.8 million.

Non-controlling interests in acquired companies are measured at the non-controlling interests’ proportionate share of the acquiree’s identifiable net assets.

The contribution to revenue and operating profit of acquisitions completed in the year was not material.

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Related party transactions

12 Months Ended

Dec. 31, 2018

Text block [abstract]

Related party transactions

28. Related party transactions

From time to time the Group enters into transactions with its associate undertakings. These transactions were not material for any of the years presented.

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Reconciliation of profit before interest and taxation to headline PBIT

12 Months Ended

Dec. 31, 2018

Text block [abstract]

Reconciliation of profit before interest and taxation to headline PBIT

29. Reconciliation of profit before interest and taxation to headline PBIT

Reconciliation of profit before interest and taxation to headline PBIT:

	2018 £m			2017 £m			2016 £m
Profit before interest and taxation		1,474.9			2,021.7			2,112.9
Amortisation and impairment of acquired intangible assets		280.0			195.1			168.4
Goodwill impairment		183.9			27.1			27.0
Gains on disposal of investments and subsidiaries	(235.5)			(129.0)			(44.3)
(Gains)/losses on remeasurement of equity interests arising from a change in scope of ownership		(2.0	)		0.3			(232.4	)
Investment write-downs		2.0			95.9			86.1
Restructuring and transformation costs		302.3			56.8			27.4
Share of exceptional losses/(gains) of associates		41.7			(0.8	)		15.2
Headline PBIT		2,047.3			2,267.1			2,160.3

Headline PBIT is one of the metrics that management uses to assess the performance of the business.

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Condensed consolidating financial information for bonds issued

12 Months Ended

Dec. 31, 2018

Condensed Consolidating Financial Information for Bonds Issued by WPP Finance 2010 with WPP plc as Parent Guarantor and WPP Jubilee Limited and WPP 2005 Limited as Subsidiary Guarantors [member]

Statement [LineItems]

Condensed consolidating financial information for bonds issued

31.    Condensed consolidating financial information for bonds issued by WPP Finance 2010 with WPP plc as parent guarantor and WPP Jubilee Limited and WPP 2005 Limited as subsidiary guarantors

WPP Finance 2010 has in issue $750 million of 3.750% bonds due September 2024 and $450 million ($50 million repaid in 2018 from the $500 million initially issued) of 5.625% bonds due November 2043, with WPP plc as parent guarantor and WPP Jubilee Limited and WPP 2005 Limited as subsidiary guarantors.

The issuer and guarantors of the bonds (issuer and subsidiary guarantors are 100% owned by WPP plc) are each subject to the reporting requirements under section 15(d) of the Securities Exchange Act of 1934. In accordance with SEC Regulation S-X Rule 3-10, condensed consolidating financial information containing financial information for WPP Finance 2010 and the guarantors is presented. Condensed consolidating financial information is prepared in accordance with IFRS as issued by the IASB. In the parent company, subsidiary issuer and subsidiary guarantors columns investments in subsidiaries are accounted for under the equity method of accounting. Under the equity method, earnings of subsidiaries are reflected as “share of results of subsidiaries” in the income statement and as “investment in subsidiaries” in the balance sheet, as required by the SEC.

In the event that WPP Finance 2010 fails to pay the holders of the securities, thereby requiring WPP plc, WPP Jubilee Limited or WPP 2005 Limited to make payment pursuant to the terms of their full and unconditional, and joint and several guarantee of those securities, there is no impediment to WPP plc, WPP Jubilee Limited or WPP 2005 Limited obtaining reimbursement for any such payments from WPP Finance 2010.

Condensed consolidating income statement information

For the year ended 31 December 2018, £m

	WPP plc			Subsidiary Guarantors			WPP Finance 2010			Other Subsidiaries			Reclassifications / Eliminations			Consolidated WPP plc
Revenue		—			—			—			15,602.4			—			15,602.4
Costs of services		—			—			—			(12,663.5	)		—			(12,663.5	)
Gross profit		—			—			—			2,938.9			—			2,938.9
General and administrative costs		10.8			(305.8	)		—			(1,212.5	)		—			(1,507.5	)
Operating profit/(loss)		10.8			(305.8	)		—			1,726.4			—			1,431.4
Share of results of subsidiaries		1,179.2			1,710.2			—			—			(2,889.4	)		—
Share of results of associates		—			—			—			43.5			—			43.5
Profit before interest and taxation		1,190.0			1,404.4			—			1,769.9			(2,889.4	)		1,474.9
Finance income		—			27.8			102.3			300.6			(325.9	)		104.8
Finance costs		(127.1	)		(248.9	)		(103.1	)		(136.1	)		325.9			(289.3	)
Revaluation of financial instruments		—			—			(1.1	)		174.0			—			172.9
Profit/(loss) before taxation		1,062.9			1,183.3			(1.9	)		2,108.4			(2,889.4	)		1,463.3
Taxation		—			(4.1	)		—			(319.8	)		—			(323.9	)
Profit/(loss) for the year		1,062.9			1,179.2			(1.9	)		1,788.6			(2,889.4	)		1,139.4
Attributable to:
Equity holders of the parent		1,062.9			1,179.2			(1.9	)		1,712.1			(2,889.4	)		1,062.9
Non-controlling interests		—			—			—			76.5			—			76.5
		1,062.9			1,179.2			(1.9	)		1,788.6			(2,889.4	)		1,139.4

For the year ended 31 December 2017, £m¹

	WPP plc			Subsidiary Guarantors			WPP Finance 2010			Other Subsidiaries			Reclassifications / Eliminations			Consolidated WPP plc
Revenue		—			—			—			15,804.2			—			15,804.2
Costs of services		—			—			—			(12,629.0	)		—			(12,629.0	)
Gross profit		—			—			—			3,175.2			—			3,175.2
General and administrative costs		14.1			74.7			—			(1,355.8	)		—			(1,267.0	)
Operating profit		14.1			74.7			—			1,819.4			—			1,908.2
Share of results of subsidiaries		1,901.2			2,016.5			—			—			(3,917.7	)		—
Share of results of associates		—			—			—			113.5			—			113.5
Profit before interest and taxation		1,915.3			2,091.2			—			1,932.9			(3,917.7	)		2,021.7
Finance income		—			24.5			110.6			262.8			(302.7	)		95.2
Finance costs		(99.3	)		(221.5	)		(103.4	)		(148.3	)		302.7			(269.8	)
Revaluation of financial instruments		0.6			—			(5.4	)		267.0			—			262.2
Profit before taxation		1,816.6			1,894.2			1.8			2,314.4			(3,917.7	)		2,109.3
Taxation		—			7.0			—			(204.0	)		—			(197.0	)
Profit for the year		1,816.6			1,901.2			1.8			2,110.4			(3,917.7	)		1,912.3
Attributable to:
Equity holders of the parent		1,816.6			1,901.2			1.8			2,014.7			(3,917.7	)		1,816.6
Non-controlling interests		—			—			—			95.7			—			95.7
		1,816.6			1,901.2			1.8			2,110.4			(3,917.7	)		1,912.3

Note

¹  Prior year figures have been restated for the impact of the adoption of IFRS 15 Revenue from Contracts with Customers, as described in the accounting policies.

For the year ended 31 December 2016, £m¹

	WPP plc			Subsidiary Guarantors			WPP Finance 2010			Other Subsidiaries			Reclassifications / Eliminations			Consolidated WPP plc
Revenue		—			—			—			14,887.3			—			14,887.3
Costs of services		—			—			—			(11,846.5	)		—			(11,846.5	)
Gross profit		—			—			—			3,040.8			—			3,040.8
General and administrative costs		13.8			(828.2	)		(0.1	)		(163.2	)		—			(977.7	)
Operating profit/(loss)		13.8			(828.2	)		(0.1	)		2,877.6			—			2,063.1
Share of results of subsidiaries		1,497.4			2,518.2			—			—			(4,015.6	)		—
Share of results of associates		—			—			—			49.8			—			49.8
Profit/(loss) before interest and taxation		1,511.2			1,690.0			(0.1	)		2,927.4			(4,015.6	)		2,112.9
Finance income		—			28.8			121.1			231.9			(301.4	)		80.4
Finance costs		(102.5	)		(222.1	)		(98.8	)		(132.5	)		301.4			(254.5	)
Revaluation of financial instruments		(8.6	)		—			7.0			(46.7	)		—			(48.3	)
Profit before taxation		1,400.1			1,496.7			29.2			2,980.1			(4,015.6	)		1,890.5
Taxation		—			0.7			—			(389.6	)		—			(388.9	)
Profit for the year		1,400.1			1,497.4			29.2			2,590.5			(4,015.6	)		1,501.6
Attributable to:
Equity holders of the parent		1,400.1			1,497.4			29.2			2,489.0			(4,015.6	)		1,400.1
Non-controlling interests		—			—			—			101.5			—			101.5
		1,400.1			1,497.4			29.2			2,590.5			(4,015.6	)		1,501.6

Note

¹  Prior year figures have been restated for the impact of the adoption of IFRS 15 Revenue from Contracts with Customers, as described in the accounting policies.

Condensed consolidating statement of comprehensive income

For the year ended 31 December 2018, £m

	WPP plc			Subsidiary Guarantors			WPP Finance 2010			Other Subsidiaries			Reclassifications / Eliminations			Consolidated WPP plc
Profit/(loss) for the year		1,062.9			1,179.2			(1.9	)		1,788.6			(2,889.4	)		1,139.4
Items that may be reclassified subsequently to profit or loss:
Exchange adjustments on foreign currency net investments		69.9			69.9			0.6			78.3			(139.8	)		78.9
		69.9			69.9			0.6			78.3			(139.8	)		78.9
Items that will not be reclassified subsequently to profit or loss:
Actuarial gain on defined benefit pension plans		8.9			8.9			—			8.9			(17.8	)		8.9
Deferred tax on defined benefit pension plans		(0.7	)		(0.7	)		—			(0.7	)		1.4			(0.7	)
Movements on equity investments held at fair value through other comprehensive income		(247.9	)		(247.9	)		—			(247.9	)		495.8			(247.9	)
		(239.7	)		(239.7	)		—			(239.7	)		479.4			(239.7	)
Other comprehensive (loss)/income for the year		(169.8	)		(169.8	)		0.6			(161.4	)		339.6			(160.8	)
Total comprehensive income/(loss) for the year		893.1			1,009.4			(1.3	)		1,627.2			(2,549.8	)		978.6
Attributable to:
Equity holders of the parent		893.1			1,009.4			(1.3	)		1,541.7			(2,549.8	)		893.1
Non-controlling interests		—			—			—			85.5			—			85.5
		893.1			1,009.4			(1.3	)		1,627.2			(2,549.8	)		978.6

For the year ended 31 December 2017, £m

	WPP plc			Subsidiary Guarantors			WPP Finance 2010			Other Subsidiaries			Reclassifications / Eliminations			Consolidated WPP plc
Profit for the year		1,816.6			1,901.2			1.8			2,110.4			(3,917.7	)		1,912.3
Items that may be reclassified subsequently to profit or loss:
Exchange adjustments on foreign currency net investments		(445.5	)		(445.5	)		(0.6	)		(464.6	)		891.0			(465.2	)
Gain on revaluation of available for sale investments		32.1			32.1			—			32.1			(64.2	)		32.1
		(413.4	)		(413.4	)		(0.6	)		(432.5	)		826.8			(433.1	)
Items that will not be reclassified subsequently to profit or loss:
Actuarial gain on defined benefit pension plans		17.0			17.0			—			17.0			(34.0	)		17.0
Deferred tax on defined benefit pension plans		(24.6	)		(24.6	)		—			(24.6	)		49.2			(24.6	)
		(7.6	)		(7.6	)		—			(7.6	)		15.2			(7.6	)
Other comprehensive loss for the year		(421.0	)		(421.0	)		(0.6	)		(440.1	)		842.0			(440.7	)
Total comprehensive income for the year		1,395.6			1,480.2			1.2			1,670.3			(3,075.7	)		1,471.6
Attributable to:
Equity holders of the parent		1,395.6			1,480.2			1.2			1,594.3			(3,075.7	)		1,395.6
Non-controlling interests		—			—			—			76.0			—			76.0
		1,395.6			1,480.2			1.2			1,670.3			(3,075.7	)		1,471.6

For the year ended 31 December 2016, £m

	WPP plc			Subsidiary Guarantors			WPP Finance 2010			Other Subsidiaries			Reclassifications / Eliminations			Consolidated WPP plc
Profit for the year		1,400.1			1,497.4			29.2			2,590.5			(4,015.6	)		1,501.6
Items that may be reclassified subsequently to profit or loss:
Exchange adjustments on foreign currency net investments		1,309.9			1,309.9			(1.2	)		1,379.2			(2,619.8	)		1,378.0
Loss on revaluation of available for sale investments		(93.1	)		(93.1	)		—			(93.1	)		186.2			(93.1	)
		1,216.8			1,216.8			(1.2	)		1,286.1			(2,433.6	)		1,284.9
Items that will not be reclassified subsequently to profit or loss:
Actuarial loss on defined benefit pension plans		(15.9	)		(15.9	)		—			(15.9	)		31.8			(15.9	)
Deferred tax on defined benefit pension plans		(0.4	)		(0.4	)		—			(0.4	)		0.8			(0.4	)
		(16.3	)		(16.3	)		—			(16.3	)		32.6			(16.3	)
Other comprehensive income/(loss) for the year		1,200.5			1,200.5			(1.2	)		1,269.8			(2,401.0	)		1,268.6
Total comprehensive income for the year		2,600.6			2,697.9			28.0			3,860.3			(6,416.6	)		2,770.2
Attributable to:
Equity holders of the parent		2,600.6			2,697.9			28.0			3,690.7			(6,416.6	)		2,600.6
Non-controlling interests		—			—			—			169.6			—			169.6
		2,600.6			2,697.9			28.0			3,860.3			(6,416.6	)		2,770.2

Condensed consolidating cash flow statement information

For the year ended 31 December 2018, £m

	WPP plc			Subsidiary Guarantors			WPP Finance 2010			Other Subsidiaries			Reclassifications/ Eliminations		Consolidated WPP plc
Net cash inflow/(outflow) from operating activities		2,308.8			(271.1	)		42.9			(386.8	)		—		1,693.8
Investing activities
Acquisitions		—			—			—			(298.8	)		—		(298.8	)
Proceeds on disposal of investments and subsidiaries		—			—			—			849.0			—		849.0
Purchases of property, plant and equipment		—			(10.4	)		—			(304.4	)		—		(314.8	)
Purchases of other intangible assets (including capitalised computer software)		—			—			—			(60.4	)		—		(60.4	)
Proceeds on disposal of property, plant and equipment		—			—			—			9.5			—		9.5
Net cash inflow/(outflow) from investing activities		—			(10.4	)		—			194.9			—		184.5
Financing activities
Share option proceeds		1.2			—			—			—			—		1.2
Cash consideration for non-controlling interests		—			(0.3	)		—			(109.6	)		—		(109.9	)
Share repurchases and buy-backs		(104.3	)		—			—			(102.8	)		—		(207.1	)
Net decrease in borrowings		—			—			(58.1	)		(382.5	)		—		(440.6	)
Financing and share issue costs		—			—			—			(3.8	)		—		(3.8	)
Equity dividends paid		(747.4	)		—			—			—			—		(747.4	)
Dividends paid to non-controlling interests in subsidiary undertakings		—			—			—			(106.2	)		—		(106.2	)
Net cash outflow from financing activities		(850.5	)		(0.3	)		(58.1	)		(704.9	)		—		(1,613.8	)
Net increase/(decrease) in cash and cash equivalents		1,458.3			(281.8	)		(15.2	)		(896.8	)		—		264.5
Translation of cash and cash equivalents		(4.7	)		(51.5	)		(5.4	)		0.1			—		(61.5	)
Cash and cash equivalents at beginning of year		(2,627.7	)		(1,640.6	)		(27.4	)		6,293.9			—		1,998.2
Cash and cash equivalents at end of year		(1,174.1	)		(1,973.9	)		(48.0	)		5,397.2			—		2,201.2

For the year ended 31 December 2017, £m

	WPP plc			Subsidiary Guarantors			WPP Finance 2010			Other Subsidiaries			Reclassifications/ Eliminations		Consolidated WPP plc
Net cash inflow/(outflow) from operating activities		32.9			(49.7	)		(13.6	)		1,438.5			—		1,408.1
Investing activities
Acquisitions		—			—			—			(477.5	)		—		(477.5	)
Proceeds on disposal of investments and subsidiaries		—			—			—			296.0			—		296.0
Purchases of property, plant and equipment		—			(10.4	)		—			(278.5	)		—		(288.9	)
Purchases of other intangible assets (including capitalised computer software)		—			—			—			(37.3	)		—		(37.3	)
Proceeds on disposal of property, plant and equipment		—			—			—			8.0			—		8.0
Net cash outflow from investing activities		—			(10.4	)		—			(489.3	)		—		(499.7	)
Financing activities
Share option proceeds		6.4			—			—			—			—		6.4
Cash consideration for non-controlling interests		—			(1.4	)		—			(45.9	)		—		(47.3	)
Share repurchases and buy-backs		(289.6	)		—			—			(214.6	)		—		(504.2	)
Net increase/(decrease) in borrowings		(400.0	)		—			—			999.6			—		599.6
Financing and share issue costs		—			—			—			(0.8	)		—		(0.8	)
Equity dividends paid		(751.5	)		—			—			—			—		(751.5	)
Dividends paid to non-controlling interests in subsidiary undertakings		—			—			—			(87.8	)		—		(87.8	)
Net cash (outflow)/inflow from financing activities		(1,434.7	)		(1.4	)		—			650.5			—		(785.6	)
Net increase/(decrease) in cash and cash equivalents		(1,401.8	)		(61.5	)		(13.6	)		1,599.7			—		122.8
Translation of cash and cash equivalents		(0.9	)		48.4			1.3			(76.0	)		—		(27.2	)
Cash and cash equivalents at beginning of year		(1,225.0	)		(1,627.5	)		(15.1	)		4,770.2			—		1,902.6
Cash and cash equivalents at end of year		(2,627.7	)		(1,640.6	)		(27.4	)		6,293.9			—		1,998.2

For the year ended 31 December 2016, £m

	WPP plc			Subsidiary Guarantors			WPP Finance 2010			Other Subsidiaries			Reclassifications/ Eliminations		Consolidated WPP plc
Net cash inflow/(outflow) from operating activities		963.1			1,002.2			65.5			(257.0	)		—		1,773.8
Investing activities
Acquisitions		—			—			—			(719.3	)		—		(719.3	)
Proceeds on disposal of investments and subsidiaries		—			—			—			80.5			—		80.5
Purchases of property, plant and equipment		—			(1.1	)		—			(251.0	)		—		(252.1	)
Purchases of other intangible assets (including capitalised computer software)		—			—			—			(33.0	)		—		(33.0	)
Proceeds on disposal of property, plant and equipment		—			—			—			7.7			—		7.7
Net cash outflow from investing activities		—			(1.1	)		—			(915.1	)		—		(916.2	)
Financing activities
Share option proceeds		27.2			—			—			—			—		27.2
Cash consideration for non-controlling interests		—			(1.3	)		—			(57.0	)		—		(58.3	)
Share repurchases and buy-backs		(274.5	)		—			—			(152.9	)		—		(427.4	)
Net (decrease)/increase in borrowings		(392.1	)		—			—			369.6			—		(22.5	)
Financing and share issue costs		—			—			—			(6.4	)		—		(6.4	)
Equity dividends paid		(616.5	)		—			—			—			—		(616.5	)
Dividends paid to non-controlling interests in subsidiary undertakings		—			—			—			(89.6	)		—		(89.6	)
Net cash (outflow)/inflow from financing activities		(1,255.9	)		(1.3	)		—			63.7			—		(1,193.5	)
Net (decrease)/increase in cash and cash equivalents		(292.8	)		999.8			65.5			(1,108.4	)		—		(335.9	)
Translation of cash and cash equivalents		(5.7	)		(154.6	)		(13.1	)		465.3			—		291.9
Cash and cash equivalents at beginning of year		(926.5	)		(2,472.7	)		(67.5	)		5,413.3			—		1,946.6
Cash and cash equivalents at end of year		(1,225.0	)		(1,627.5	)		(15.1	)		4,770.2			—		1,902.6

Condensed consolidating balance sheet information

At 31 December 2018, £m

	WPP plc			Subsidiary Guarantors			WPP Finance 2010			Other Subsidiaries			Reclassifications/ Eliminations			Consolidated WPP plc
Non-current assets
Intangible assets:
Goodwill		—			—			—			13,202.8			—			13,202.8
Other		—			—			—			1,842.0			—			1,842.0
Property, plant and equipment		—			26.1			—			1,056.9			—			1,083.0
Investment in subsidiaries		15,463.9			29,329.2			—			—			(44,793.1	)		—
Interests in associates and joint ventures		—			—			—			796.8			—			796.8
Other investments		—			—			—			666.7			—			666.7
Deferred tax assets		—			—			—			153.0			—			153.0
Trade and other receivables		—			—			—			180.0			—			180.0
Intercompany receivables		—			205.4			2,182.9			7,657.7			(10,046.0	)		—
		15,463.9			29,560.7			2,182.9			25,555.9			(54,839.1	)		17,924.3
Current assets
Corporate income tax recoverable		—			—			—			198.7			—			198.7
Trade and other receivables		0.6			497.9			0.1			12,602.9			—			13,101.5
Intercompany receivables		1,675.6			1,720.6			55.2			8,130.6			(11,582.0	)		—
Cash and short-term deposits		—			17.3			41.4			5,839.2			(3,254.7	)		2,643.2
		1,676.2			2,235.8			96.7			26,771.4			(14,836.7	)		15,943.4
Current liabilities
Trade and other payables		(3.7	)		(57.5	)		(21.6	)		(14,955.6	)		—			(15,038.4	)
Intercompany payables		(5,190.3	)		(6,078.1	)		(0.9	)		(312.7	)		11,582.0			—
Corporate income tax payable		—			—			—			(545.9	)		—			(545.9	)
Bank overdrafts, bonds and bank loans		(1,174.1	)		(1,991.2	)		(89.4	)		(1,025.1	)		3,254.7			(1,025.1	)
		(6,368.1	)		(8,126.8	)		(111.9	)		(16,839.3	)		14,836.7			(16,609.4	)
Net current (liabilities)/assets		(4,691.9	)		(5,891.0	)		(15.2	)		9,932.1			—			(666.0	)
Total assets less current liabilities		10,772.0			23,669.7			2,167.7			35,488.0			(54,839.1	)		17,258.3
Non-current liabilities
Bonds and bank loans		—			—			(2,151.8	)		(3,483.0	)		—			(5,634.8	)
Trade and other payables		—			—			(5.5	)		(835.9	)		—			(841.4	)
Intercompany payables		(1,389.8	)		(8,205.8	)		—			(450.4	)		10,046.0			—
Deferred tax liabilities		—			—			—			(479.5	)		—			(479.5	)
Provision for post-employment benefits		—			—			—			(184.3	)		—			(184.3	)
Provisions for liabilities and charges		—			—			—			(311.7	)		—			(311.7	)
		(1,389.8	)		(8,205.8	)		(2,157.3	)		(5,744.8	)		10,046.0			(7,451.7	)
Net assets		9,382.2			15,463.9			10.4			29,743.2			(44,793.1	)		9,806.6
Attributable to:
Equity shareholders’ funds		9,382.2			15,463.9			10.4			29,318.8			(44,793.1	)		9,382.2
Non-controlling interests		—			—			—			424.4			—			424.4
Total equity		9,382.2			15,463.9			10.4			29,743.2			(44,793.1	)		9,806.6

At 31 December 2017, £m¹

	WPP plc			Subsidiary Guarantors			WPP Finance 2010			Other Subsidiaries			Reclassifications/ Eliminations			Consolidated WPP plc
Non-current assets
Intangible assets:
Goodwill		—			—			—			12,952.9			—			12,952.9
Other		—			—			—			2,018.4			—			2,018.4
Property, plant and equipment		—			16.5			—			963.0			—			979.5
Investment in subsidiaries		14,638.1			27,746.7			—			—			(42,384.8	)		—
Interests in associates and joint ventures		—			—			—			1,065.2			—			1,065.2
Other investments		—			—			—			1,153.5			—			1,153.5
Deferred tax assets		—			—			—			160.3			—			160.3
Trade and other receivables		—			—			1.6			174.6			—			176.2
Intercompany receivables2		—			203.3			2,078.3			7,649.3			(9,930.9	)		—
		14,638.1			27,966.5			2,079.9			26,137.2			(52,315.7	)		18,506.0
Current assets
Corporate income tax recoverable		—			—			—			234.7			—			234.7
Trade and other receivables		0.3			457.3			0.1			12,073.0			—			12,530.7
Intercompany receivables2		1,661.4			1,713.8			65.7			5,268.7			(8,709.6	)		—
Cash and short-term deposits		—			231.2			—			6,687.3			(4,527.1	)		2,391.4
		1,661.7			2,402.3			65.8			24,263.7			(13,236.7	)		15,156.8
Current liabilities
Trade and other payables		(16.9	)		(113.9	)		(19.6	)		(14,090.7	)		—			(14,241.1	)
Intercompany payables2		(2,808.3	)		(5,607.8	)		—			(293.5	)		8,709.6			—
Corporate income tax payable		—			—			—			(649.3	)		—			(649.3	)
Bank overdrafts, bonds and bank loans		(2,627.7	)		(1,871.8	)		(27.4	)		(624.3	)		4,527.1			(624.1	)
		(5,452.9	)		(7,593.5	)		(47.0	)		(15,657.8	)		13,236.7			(15,514.5	)
Net current (liabilities)/assets		(3,791.2	)		(5,191.2	)		18.8			8,605.9			—			(357.7	)
Total assets less current liabilities		10,846.9			22,775.3			2,098.7			34,743.1			(52,315.7	)		18,148.3
Non-current liabilities
Bonds and bank loans		—			—			(2,087.1	)		(4,163.3	)		—			(6,250.4	)
Trade and other payables		—			—			—			(992.8	)		—			(992.8	)
Intercompany payables2		(1,359.6	)		(8,137.2	)		—			(434.1	)		9,930.9			—
Deferred tax liabilities		—			—			—			(513.7	)		—			(513.7	)
Provision for post-employment benefits		—			—			—			(206.3	)		—			(206.3	)
Provisions for liabilities and charges		—			—			—			(229.0	)		—			(229.0	)
		(1,359.6	)		(8,137.2	)		(2,087.1	)		(6,539.2	)		9,930.9			(8,192.2	)
Net assets		9,487.3			14,638.1			11.6			28,203.9			(42,384.8	)		9,956.1
Attributable to:
Equity shareholders’ funds		9,487.3			14,638.1			11.6			27,735.1			(42,384.8	)		9,487.3
Non-controlling interests		—			—			—			468.8			—			468.8
Total equity		9,487.3			14,638.1			11.6			28,203.9			(42,384.8	)		9,956.1

Notes

¹  Prior year figures have been restated for the impact of the adoption of IFRS 15 Revenue from Contracts with Customers, as described in the accounting policies.

²  Prior year figures have been restated to reclassify certain intercompany balances in an amount of £2,540.2 million from non-current to current within subsidiary guarantors and other subsidiaries.

Condensed Consolidating Financial Information for Bonds Issued by WPP Finance 2010 with WPP plc as Parent Guarantor and WPP Air 1, WPP 2008 Limited, WPP 2005 Limited, WPP 2012 Limited, and WPP Jubilee Limited as Subsidiary Guarantors [member]

Statement [LineItems]

Condensed consolidating financial information for bonds issued

30. Condensed consolidating financial information for bonds issued by WPP Finance 2010 with WPP plc as parent guarantor and WPP Air 1, WPP 2008 Limited, WPP 2005 Limited, WPP 2012 Limited, and WPP Jubilee Limited as subsidiary guarantors

WPP Finance 2010 has in issue $500 million of 3.625% bonds due September 2022, $272 million ($28 million was repaid in 2018 from the $300 million initially issued) of 5.125% bonds due September 2042 and $812 million of 4.75% bonds due November 2021 with WPP plc as parent guarantor and WPP Air 1, WPP 2008 Limited, WPP 2005 Limited, WPP 2012 Limited and WPP Jubilee Limited as subsidiary guarantors.

The issuer and guarantors of the bonds (issuer and subsidiary guarantors are 100% owned by WPP plc) are each subject to the reporting requirements under section 15(d) of the Securities Exchange Act of 1934. In accordance with SEC Regulation S-X Rule 3-10, condensed consolidating financial information containing financial information for WPP Finance 2010 and the guarantors is presented. Condensed consolidating financial information is prepared in accordance with IFRS as issued by the IASB. In the parent company, subsidiary issuer and subsidiary guarantors columns investments in subsidiaries are accounted for under the equity method of accounting. Under the equity method, earnings of subsidiaries are reflected as “share of results of subsidiaries” in the income statement and as “investment in subsidiaries” in the balance sheet, as required by the SEC.

In the event that WPP Finance 2010 fails to pay the holders of the securities, thereby requiring WPP plc, WPP Air 1, WPP 2008 Limited, WPP 2005 Limited, WPP 2012 Limited or WPP Jubilee Limited to make payment pursuant to the terms of their full and unconditional, and joint and several guarantee of those securities, there is no impediment to WPP plc, WPP Air 1, WPP 2008 Limited, WPP 2005 Limited, WPP 2012 Limited or WPP Jubilee Limited obtaining reimbursement for any such payments from WPP Finance 2010.

Condensed consolidating income statement information

For the year ended 31 December 2018, £m

	WPP plc			Subsidiary Guarantors			WPP Finance 2010			Other Subsidiaries			Reclassifications / Eliminations			Consolidated WPP plc
Revenue		—			—			—			15,602.4			—			15,602.4
Costs of services		—			—			—			(12,663.5	)		—			(12,663.5	)
Gross profit		—			—			—			2,938.9			—			2,938.9
General and administrative costs		10.8			(305.8	)		—			(1,212.5	)		—			(1,507.5	)
Operating profit/(loss)		10.8			(305.8	)		—			1,726.4			—			1,431.4
Share of results of subsidiaries		1,179.2			1,710.2			—			—			(2,889.4	)		—
Share of results of associates		—			—			—			43.5			—			43.5
Profit before interest and taxation		1,190.0			1,404.4			—			1,769.9			(2,889.4	)		1,474.9
Finance income		—			27.8			102.3			300.6			(325.9	)		104.8
Finance costs		(127.1	)		(248.9	)		(103.1	)		(136.1	)		325.9			(289.3	)
Revaluation of financial instruments		—			—			(1.1	)		174.0			—			172.9
Profit/(loss) before taxation		1,062.9			1,183.3			(1.9	)		2,108.4			(2,889.4	)		1,463.3
Taxation		—			(4.1	)		—			(319.8	)		—			(323.9	)
Profit/(loss) for the year		1,062.9			1,179.2			(1.9	)		1,788.6			(2,889.4	)		1,139.4
Attributable to:
Equity holders of the parent		1,062.9			1,179.2			(1.9	)		1,712.1			(2,889.4	)		1,062.9
Non-controlling interests		—			—			—			76.5			—			76.5
		1,062.9			1,179.2			(1.9	)		1,788.6			(2,889.4	)		1,139.4

For the year ended 31 December 2017, £m¹

	WPP plc			Subsidiary Guarantors			WPP Finance 2010			Other Subsidiaries			Reclassifications / Eliminations			Consolidated WPP plc
Revenue		—			—			—			15,804.2			—			15,804.2
Costs of services		—			—			—			(12,629.0	)		—			(12,629.0	)
Gross profit		—			—			—			3,175.2			—			3,175.2
General and administrative costs		14.1			74.7			—			(1,355.8	)		—			(1,267.0	)
Operating profit		14.1			74.7			—			1,819.4			—			1,908.2
Share of results of subsidiaries		1,901.2			2,016.5			—			—			(3,917.7	)		—
Share of results of associates		—			—			—			113.5			—			113.5
Profit before interest and taxation		1,915.3			2,091.2			—			1,932.9			(3,917.7	)		2,021.7
Finance income		—			24.5			110.6			262.8			(302.7	)		95.2
Finance costs		(99.3	)		(221.5	)		(103.4	)		(148.3	)		302.7			(269.8	)
Revaluation of financial instruments		0.6			—			(5.4	)		267.0			—			262.2
Profit before taxation		1,816.6			1,894.2			1.8			2,314.4			(3,917.7	)		2,109.3
Taxation		—			7.0			—			(204.0	)		—			(197.0	)
Profit for the year		1,816.6			1,901.2			1.8			2,110.4			(3,917.7	)		1,912.3
Attributable to:
Equity holders of the parent		1,816.6			1,901.2			1.8			2,014.7			(3,917.7	)		1,816.6
Non-controlling interests		—			—			—			95.7			—			95.7
		1,816.6			1,901.2			1.8			2,110.4			(3,917.7	)		1,912.3

Note

¹  Prior year figures have been restated for the impact of the adoption of IFRS 15 Revenue from Contracts with Customers, as described in the accounting policies.

For the year ended 31 December 2016, £m¹

	WPP plc			Subsidiary Guarantors			WPP Finance 2010			Other Subsidiaries			Reclassifications / Eliminations			Consolidated WPP plc
Revenue		—			—			—			14,887.3			—			14,887.3
Costs of services		—			—			—			(11,846.5	)		—			(11,846.5	)
Gross profit		—			—			—			3,040.8			—			3,040.8
General and administrative costs		13.8			(828.2	)		(0.1	)		(163.2	)		—			(977.7	)
Operating profit/(loss)		13.8			(828.2	)		(0.1	)		2,877.6			—			2,063.1
Share of results of subsidiaries		1,497.4			2,518.2			—			—			(4,015.6	)		—
Share of results of associates		—			—			—			49.8			—			49.8
Profit/(loss) before interest and taxation		1,511.2			1,690.0			(0.1	)		2,927.4			(4,015.6	)		2,112.9
Finance income		—			28.8			121.1			231.9			(301.4	)		80.4
Finance costs		(102.5	)		(222.1	)		(98.8	)		(132.5	)		301.4			(254.5	)
Revaluation of financial instruments		(8.6	)		—			7.0			(46.7	)		—			(48.3	)
Profit before taxation		1,400.1			1,496.7			29.2			2,980.1			(4,015.6	)		1,890.5
Taxation		—			0.7			—			(389.6	)		—			(388.9	)
Profit for the year		1,400.1			1,497.4			29.2			2,590.5			(4,015.6	)		1,501.6
Attributable to:
Equity holders of the parent		1,400.1			1,497.4			29.2			2,489.0			(4,015.6	)		1,400.1
Non-controlling interests		—			—			—			101.5			—			101.5
		1,400.1			1,497.4			29.2			2,590.5			(4,015.6	)		1,501.6

Note

¹  Prior year figures have been restated for the impact of the adoption of IFRS 15 Revenue from Contracts with Customers, as described in the accounting policies.

Condensed consolidating statement of comprehensive income

For the year ended 31 December 2018, £m

	WPP plc			Subsidiary Guarantors			WPP Finance 2010			Other Subsidiaries			Reclassifications / Eliminations			Consolidated WPP plc
Profit/(loss) for the year		1,062.9			1,179.2			(1.9	)		1,788.6			(2,889.4	)		1,139.4
Items that may be reclassified subsequently to profit or loss:
Exchange adjustments on foreign currency net investments		69.9			69.9			0.6			78.3			(139.8	)		78.9
		69.9			69.9			0.6			78.3			(139.8	)		78.9
Items that will not be reclassified subsequently to profit or loss:
Actuarial gain on defined benefit pension plans		8.9			8.9			—			8.9			(17.8	)		8.9
Deferred tax on defined benefit pension plans		(0.7	)		(0.7	)		—			(0.7	)		1.4			(0.7	)
Movements on equity investments held at fair value through other comprehensive income		(247.9	)		(247.9	)		—			(247.9	)		495.8			(247.9	)
		(239.7	)		(239.7	)		—			(239.7	)		479.4			(239.7	)
Other comprehensive (loss)/income for the year		(169.8	)		(169.8	)		0.6			(161.4	)		339.6			(160.8	)
Total comprehensive income/(loss) for the year		893.1			1,009.4			(1.3	)		1,627.2			(2,549.8	)		978.6
Attributable to:
Equity holders of the parent		893.1			1,009.4			(1.3	)		1,541.7			(2,549.8	)		893.1
Non-controlling interests		—			—			—			85.5			—			85.5
		893.1			1,009.4			(1.3	)		1,627.2			(2,549.8	)		978.6

For the year ended 31 December 2017, £m

	WPP plc			Subsidiary Guarantors			WPP Finance 2010			Other Subsidiaries			Reclassifications / Eliminations			Consolidated WPP plc
Profit for the year		1,816.6			1,901.2			1.8			2,110.4			(3,917.7	)		1,912.3
Items that may be reclassified subsequently to profit or loss:
Exchange adjustments on foreign currency net investments		(445.5	)		(445.5	)		(0.6	)		(464.6	)		891.0			(465.2	)
Gain on revaluation of available for sale investments		32.1			32.1			—			32.1			(64.2	)		32.1
		(413.4	)		(413.4	)		(0.6	)		(432.5	)		826.8			(433.1	)
Items that will not be reclassified subsequently to profit or loss:
Actuarial gain on defined benefit pension plans		17.0			17.0			—			17.0			(34.0	)		17.0
Deferred tax on defined benefit pension plans		(24.6	)		(24.6	)		—			(24.6	)		49.2			(24.6	)
		(7.6	)		(7.6	)		—			(7.6	)		15.2			(7.6	)
Other comprehensive loss for the year		(421.0	)		(421.0	)		(0.6	)		(440.1	)		842.0			(440.7	)
Total comprehensive income for the year		1,395.6			1,480.2			1.2			1,670.3			(3,075.7	)		1,471.6
Attributable to:
Equity holders of the parent		1,395.6			1,480.2			1.2			1,594.3			(3,075.7	)		1,395.6
Non-controlling interests		—			—			—			76.0			—			76.0
		1,395.6			1,480.2			1.2			1,670.3			(3,075.7	)		1,471.6

For the year ended 31 December 2016, £m

	WPP plc			Subsidiary Guarantors			WPP Finance 2010			Other Subsidiaries			Reclassifications / Eliminations			Consolidated WPP plc
Profit for the year		1,400.1			1,497.4			29.2			2,590.5			(4,015.6	)		1,501.6
Items that may be reclassified subsequently to profit or loss:
Exchange adjustments on foreign currency net investments		1,309.9			1,309.9			(1.2	)		1,379.2			(2,619.8	)		1,378.0
Loss on revaluation of available for sale investments		(93.1	)		(93.1	)		—			(93.1	)		186.2			(93.1	)
		1,216.8			1,216.8			(1.2	)		1,286.1			(2,433.6	)		1,284.9
Items that will not be reclassified subsequently to profit or loss:
Actuarial loss on defined benefit pension plans		(15.9	)		(15.9	)		—			(15.9	)		31.8			(15.9	)
Deferred tax on defined benefit pension plans		(0.4	)		(0.4	)		—			(0.4	)		0.8			(0.4	)
		(16.3	)		(16.3	)		—			(16.3	)		32.6			(16.3	)
Other comprehensive income/(loss) for the year		1,200.5			1,200.5			(1.2	)		1,269.8			(2,401.0	)		1,268.6
Total comprehensive income for the year		2,600.6			2,697.9			28.0			3,860.3			(6,416.6	)		2,770.2
Attributable to:
Equity holders of the parent		2,600.6			2,697.9			28.0			3,690.7			(6,416.6	)		2,600.6
Non-controlling interests		—			—			—			169.6			—			169.6
		2,600.6			2,697.9			28.0			3,860.3			(6,416.6	)		2,770.2

Condensed consolidating cash flow statement information

For the year ended 31 December 2018, £m

	WPP plc			Subsidiary Guarantors			WPP Finance 2010			Other Subsidiaries			Reclassifications/ Eliminations		Consolidated WPP plc
Net cash inflow/(outflow) from operating activities		2,308.8			(271.1	)		42.9			(386.8	)		—		1,693.8
Investing activities
Acquisitions		—			—			—			(298.8	)		—		(298.8	)
Proceeds on disposal of investments and subsidiaries		—			—			—			849.0			—		849.0
Purchases of property, plant and equipment		—			(10.4	)		—			(304.4	)		—		(314.8	)
Purchases of other intangible assets (including capitalised computer software)		—			—			—			(60.4	)		—		(60.4	)
Proceeds on disposal of property, plant and equipment		—			—			—			9.5			—		9.5
Net cash inflow/(outflow) from investing activities		—			(10.4	)		—			194.9			—		184.5
Financing activities
Share option proceeds		1.2			—			—			—			—		1.2
Cash consideration for non-controlling interests		—			(0.3	)		—			(109.6	)		—		(109.9	)
Share repurchases and buy-backs		(104.3	)		—			—			(102.8	)		—		(207.1	)
Net decrease in borrowings		—			—			(58.1	)		(382.5	)		—		(440.6	)
Financing and share issue costs		—			—			—			(3.8	)		—		(3.8	)
Equity dividends paid		(747.4	)		—			—			—			—		(747.4	)
Dividends paid to non-controlling interests in subsidiary undertakings		—			—			—			(106.2	)		—		(106.2	)
Net cash outflow from financing activities		(850.5	)		(0.3	)		(58.1	)		(704.9	)		—		(1,613.8	)
Net increase/(decrease) in cash and cash equivalents		1,458.3			(281.8	)		(15.2	)		(896.8	)		—		264.5
Translation of cash and cash equivalents		(4.7	)		(51.5	)		(5.4	)		0.1			—		(61.5	)
Cash and cash equivalents at beginning of year		(2,627.7	)		(1,636.8	)		(27.4	)		6,290.1			—		1,998.2
Cash and cash equivalents at end of year		(1,174.1	)		(1,970.1	)		(48.0	)		5,393.4			—		2,201.2

For the year ended 31 December 2017, £m

	WPP plc			Subsidiary Guarantors			WPP Finance 2010			Other Subsidiaries			Reclassifications/ Eliminations		Consolidated WPP plc
Net cash inflow/(outflow) from operating activities		32.9			(49.7	)		(13.6	)		1,438.5			—		1,408.1
Investing activities
Acquisitions		—			—			—			(477.5	)		—		(477.5	)
Proceeds on disposal of investments and subsidiaries		—			—			—			296.0			—		296.0
Purchases of property, plant and equipment		—			(10.4	)		—			(278.5	)		—		(288.9	)
Purchases of other intangible assets (including capitalised computer software)		—			—			—			(37.3	)		—		(37.3	)
Proceeds on disposal of property, plant and equipment		—			—			—			8.0			—		8.0
Net cash outflow from investing activities		—			(10.4	)		—			(489.3	)		—		(499.7	)
Financing activities
Share option proceeds		6.4			—			—			—			—		6.4
Cash consideration for non-controlling interests		—			(1.4	)		—			(45.9	)		—		(47.3	)
Share repurchases and buy-backs		(289.6	)		—			—			(214.6	)		—		(504.2	)
Net increase/(decrease) in borrowings		(400.0	)		—			—			999.6			—		599.6
Financing and share issue costs		—			—			—			(0.8	)		—		(0.8	)
Equity dividends paid		(751.5	)		—			—			—			—		(751.5	)
Dividends paid to non-controlling interests in subsidiary undertakings		—			—			—			(87.8	)		—		(87.8	)
Net cash (outflow)/inflow from financing activities		(1,434.7	)		(1.4	)		—			650.5			—		(785.6	)
Net increase/(decrease) in cash and cash equivalents		(1,401.8	)		(61.5	)		(13.6	)		1,599.7			—		122.8
Translation of cash and cash equivalents		(0.9	)		48.4			1.3			(76.0	)		—		(27.2	)
Cash and cash equivalents at beginning of year		(1,225.0	)		(1,623.7	)		(15.1	)		4,766.4			—		1,902.6
Cash and cash equivalents at end of year		(2,627.7	)		(1,636.8	)		(27.4	)		6,290.1			—		1,998.2

For the year ended 31 December 2016, £m

	WPP plc			Subsidiary Guarantors			WPP Finance 2010			Other Subsidiaries			Reclassifications/ Eliminations		Consolidated WPP plc
Net cash inflow/(outflow) from operating activities		963.1			1,002.2			65.5			(257.0	)		—		1,773.8
Investing activities
Acquisitions		—			—			—			(719.3	)		—		(719.3	)
Proceeds on disposal of investments and subsidiaries		—			—			—			80.5			—		80.5
Purchases of property, plant and equipment		—			(1.1	)		—			(251.0	)		—		(252.1	)
Purchases of other intangible assets (including capitalised computer software)		—			—			—			(33.0	)		—		(33.0	)
Proceeds on disposal of property, plant and equipment		—			—			—			7.7			—		7.7
Net cash outflow from investing activities		—			(1.1	)		—			(915.1	)		—		(916.2	)
Financing activities
Share option proceeds		27.2			—			—			—			—		27.2
Cash consideration for non-controlling interests		—			(1.3	)		—			(57.0	)		—		(58.3	)
Share repurchases and buy-backs		(274.5	)		—			—			(152.9	)		—		(427.4	)
Net (decrease)/increase in borrowings		(392.1	)		—			—			369.6			—		(22.5	)
Financing and share issue costs		—			—			—			(6.4	)		—		(6.4	)
Equity dividends paid		(616.5	)		—			—			—			—		(616.5	)
Dividends paid to non-controlling interests in subsidiary undertakings		—			—			—			(89.6	)		—		(89.6	)
Net cash (outflow)/inflow from financing activities		(1,255.9	)		(1.3	)		—			63.7			—		(1,193.5	)
Net (decrease)/increase in cash and cash equivalents		(292.8	)		999.8			65.5			(1,108.4	)		—		(335.9	)
Translation of cash and cash equivalents		(5.7	)		(154.6	)		(13.1	)		465.3			—		291.9
Cash and cash equivalents at beginning of year		(926.5	)		(2,468.9	)		(67.5	)		5,409.5			—		1,946.6
Cash and cash equivalents at end of year		(1,225.0	)		(1,623.7	)		(15.1	)		4,766.4			—		1,902.6

Condensed consolidating balance sheet information

For the year ended 31 December 2018, £m

	WPP plc			Subsidiary Guarantors			WPP Finance 2010			Other Subsidiaries			Reclassifications/ Eliminations			Consolidated WPP plc
Non-current assets
Intangible assets:
Goodwill		—			—			—			13,202.8			—			13,202.8
Other		—			—			—			1,842.0			—			1,842.0
Property, plant and equipment		—			26.1			—			1,056.9			—			1,083.0
Investment in subsidiaries		15,463.9			29,497.8			—			—			(44,961.7	)		—
Interests in associates and joint ventures		—			—			—			796.8			—			796.8
Other investments		—			—			—			666.7			—			666.7
Deferred tax assets		—			—			—			153.0			—			153.0
Trade and other receivables		—			—			—			180.0			—			180.0
Intercompany receivables		—			205.4			2,182.9			7,657.7			(10,046.0	)		—
		15,463.9			29,729.3			2,182.9			25,555.9			(55,007.7	)		17,924.3
Current assets
Corporate income tax recoverable		—			—			—			198.7			—			198.7
Trade and other receivables		0.6			497.9			0.1			12,602.9			—			13,101.5
Intercompany receivables		1,675.6			1,720.6			55.2			8,129.9			(11,581.3	)		—
Cash and short-term deposits		—			21.1			41.4			5,835.4			(3,254.7	)		2,643.2
		1,676.2			2,239.6			96.7			26,766.9			(14,836.0	)		15,943.4
Current liabilities
Trade and other payables		(3.7	)		(57.5	)		(21.6	)		(14,955.6	)		—			(15,038.4	)
Intercompany payables		(5,190.3	)		(6,250.5	)		(0.9	)		(139.6	)		11,581.3			—
Corporate income tax payable		—			—			—			(545.9	)		—			(545.9	)
Bank overdrafts, bonds and bank loans		(1,174.1	)		(1,991.2	)		(89.4	)		(1,025.1	)		3,254.7			(1,025.1	)
		(6,368.1	)		(8,299.2	)		(111.9	)		(16,666.2	)		14,836.0			(16,609.4	)
Net current (liabilities)/assets		(4,691.9	)		(6,059.6	)		(15.2	)		10,100.7			—			(666.0	)
Total assets less current liabilities		10,772.0			23,669.7			2,167.7			35,656.6			(55,007.7	)		17,258.3
Non-current liabilities
Bonds and bank loans		—			—			(2,151.8	)		(3,483.0	)		—			(5,634.8	)
Trade and other payables		—			—			(5.5	)		(835.9	)		—			(841.4	)
Intercompany payables		(1,389.8	)		(8,205.8	)		—			(450.4	)		10,046.0			—
Deferred tax liabilities		—			—			—			(479.5	)		—			(479.5	)
Provision for post-employment benefits		—			—			—			(184.3	)		—			(184.3	)
Provisions for liabilities and charges		—			—			—			(311.7	)		—			(311.7	)
		(1,389.8	)		(8,205.8	)		(2,157.3	)		(5,744.8	)		10,046.0			(7,451.7	)
Net assets		9,382.2			15,463.9			10.4			29,911.8			(44,961.7	)		9,806.6
Attributable to:
Equity shareholders’ funds		9,382.2			15,463.9			10.4			29,487.4			(44,961.7	)		9,382.2
Non-controlling interests		—			—			—			424.4			—			424.4
Total equity		9,382.2			15,463.9			10.4			29,911.8			(44,961.7	)		9,806.6

At 31 December 2017, £m¹

	WPP plc			Subsidiary Guarantors			WPP Finance 2010			Other Subsidiaries			Reclassifications/ Eliminations			Consolidated WPP plc
Non-current assets
Intangible assets:
Goodwill		—			—			—			12,952.9			—			12,952.9
Other		—			—			—			2,018.4			—			2,018.4
Property, plant and equipment		—			16.5			—			963.0			—			979.5
Investment in subsidiaries		14,638.1			27,915.3			—			—			(42,553.4	)		—
Interests in associates and joint ventures		—			—			—			1,065.2			—			1,065.2
Other investments		—			—			—			1,153.5			—			1,153.5
Deferred tax assets		—			—			—			160.3			—			160.3
Trade and other receivables		—			—			1.6			174.6			—			176.2
Intercompany receivables2		—			203.3			2,078.3			7,649.3			(9,930.9	)		—
		14,638.1			28,135.1			2,079.9			26,137.2			(52,484.3	)		18,506.0
Current assets
Corporate income tax recoverable		—			—			—			234.7			—			234.7
Trade and other receivables		0.3			457.3			0.1			12,073.0			—			12,530.7
Intercompany receivables2		1,661.4			1,713.8			65.7			5,268.8			(8,709.7	)		—
Cash and short-term deposits		—			235.0			—			6,683.5			(4,527.1	)		2,391.4
		1,661.7			2,406.1			65.8			24,260.0			(13,236.8	)		15,156.8
Current liabilities
Trade and other payables		(16.9	)		(113.9	)		(19.6	)		(14,090.7	)		—			(14,241.1	)
Intercompany payables2		(2,808.3	)		(5,780.2	)		—			(121.2	)		8,709.7			—
Corporate income tax payable		—			—			—			(649.3	)		—			(649.3	)
Bank overdrafts, bonds and bank loans		(2,627.7	)		(1,871.8	)		(27.4	)		(624.3	)		4,527.1			(624.1	)
		(5,452.9	)		(7,765.9	)		(47.0	)		(15,485.5	)		13,236.8			(15,514.5	)
Net current (liabilities)/assets		(3,791.2	)		(5,359.8	)		18.8			8,774.5			—			(357.7	)
Total assets less current liabilities		10,846.9			22,775.3			2,098.7			34,911.7			(52,484.3	)		18,148.3
Non-current liabilities
Bonds and bank loans		—			—			(2,087.1	)		(4,163.3	)		—			(6,250.4	)
Trade and other payables		—			—			—			(992.8	)		—			(992.8	)
Intercompany payables2		(1,359.6	)		(8,137.2	)		—			(434.1	)		9,930.9			—
Deferred tax liabilities		—			—			—			(513.7	)		—			(513.7	)
Provision for post-employment benefits		—			—			—			(206.3	)		—			(206.3	)
Provisions for liabilities and charges		—			—			—			(229.0	)		—			(229.0	)
		(1,359.6	)		(8,137.2	)		(2,087.1	)		(6,539.2	)		9,930.9			(8,192.2	)
Net assets		9,487.3			14,638.1			11.6			28,372.5			(42,553.4	)		9,956.1
Attributable to:
Equity shareholders’ funds		9,487.3			14,638.1			11.6			27,903.7			(42,553.4	)		9,487.3
Non-controlling interests		—			—			—			468.8			—			468.8
Total equity		9,487.3			14,638.1			11.6			28,372.5			(42,553.4	)		9,956.1

Notes

¹  Prior year figures have been restated for the impact of the adoption of IFRS 15 Revenue from Contracts with Customers, as described in the accounting policies.

²  Prior year figures have been restated to reclassify certain intercompany balances in an amount of £2,540.2 million from non-current to current within subsidiary guarantors and other subsidiaries.

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Accounting policies (Policies)

12 Months Ended

Dec. 31, 2018

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Basis of preparation

Basis of preparation

The consolidated financial statements have been prepared under the historical cost convention, except for the revaluation of certain financial instruments. The principal accounting policies are set out below.

The financial statements were approved by the Board of Directors and authorized for issue on 26 April 2019

Basis of consolidation

Basis of consolidation

The consolidated financial statements include the results of the Company and all its subsidiary undertakings made up to the same accounting date. All intra-Group balances, transactions, income and expenses are eliminated in full on consolidation. The results of subsidiary undertakings acquired or disposed of during the period are included or excluded from the consolidated income statement from the effective date of acquisition or disposal.

New IFRS accounting pronouncements

New IFRS accounting pronouncements

At the date of authorisation of these financial statements, the following Standards, which have not been applied in these financial statements, were in issue but not yet effective:

• IFRS 16 Leases; and

• IFRIC 23 Uncertainty over Income Tax Treatments.

IFRS 16 is effective from 1 January 2019. The standard eliminates the classification of leases as either operating or finance leases and introduces a single accounting model. Lessees will be required to recognise a right-of-use asset and related lease liability for the majority of their operating leases and show depreciation of leased assets and interest on lease liabilities separately in the income statement. IFRS 16 will require the Group to recognise substantially all of its operating leases on the balance sheet.

The Group will adopt IFRS 16 effective 1 January 2019 on a modified retrospective basis and apply the standard retrospectively with the cumulative effect of initially applying the standard recognised at the date of initial application as an adjustment to retained earnings. Accordingly, prior year financial information will not be restated and will continue to be reported under IAS 17 Leases. The right-of-use asset and lease liability will initially be measured at the present value of the remaining lease payments, with the right-of-use asset being subject to certain adjustments. The estimated right-of-use asset and lease liability recorded on the balance sheet as of 1 January 2019 will be approximately £2.0 billion to £2.5 billion. Depreciation of the right-of-use asset and recognition of interest on the lease liability in the income statement will replace amounts recognised as rent expense under IAS 17, resulting in an estimated increase to operating margin of approximately 0.4 to 0.6 margin points and an estimated decrease to diluted earnings per share of approximately 1.3p to 1.6p.

IFRIC 23 is effective from 1 January 2019. The Group does not consider that this Standard will have a significant impact on the financial statements of the Group.

In the current year, the following Standards and Interpretations became effective:

• IFRS 9 Financial Instruments; and

• IFRS 15 Revenue from Contracts with Customers.

Impact of the Adoption of IFRS 9 Financial Instruments

The Group has adopted IFRS 9 Financial Instruments from 1 January 2018 which resulted in the movements in fair value of certain equity investments previously designated as ‘available-for-sale’ being designated as fair value through other comprehensive income or fair value through profit or loss. The cumulative movements in fair value taken to equity up to 31 December 2017 for these investments have been transferred from other reserves to retained earnings, resulting in an increase in retained earnings of £407.4 million and a corresponding decrease in other reserves.

Amounts classified as loans and receivables under IAS 39 Financial Instruments: Recognition and Measurement have been reclassified to amortised cost under IFRS 9. Further details on reclassification are set out in note 24.

The requirement under IFRS 9 to use an expected loss method of impairment of financial assets did not have a material effect on the Group due to the short-term nature of the Group’s trade and other receivables, which are mainly due from large national or multinational companies.

The Group continues to apply the hedge accounting requirements of IAS 39, as permitted by IFRS 9.

Comparatives have not been restated in accordance with the transitional guidance in IFRS 9 and the cumulative impact of adopting the standard on reserves at 1 January 2018 is shown in the consolidated statement of changes in equity.

Impact of the Adoption of IFRS 15 Revenue from Contracts with Customers

The Group has adopted IFRS 15 Revenue from Contracts with Customers from 1 January 2018 which resulted in changes in certain aspects of our accounting policies and adjustments to the amounts recognised in the financial statements. In accordance with the transition provisions in IFRS 15, the Group has adopted the new rules retrospectively and has restated comparatives for each prior year presented in the consolidated financial statements.

The new standard establishes a five-step model where consideration received or expected to be received is recognised as revenue when contractual performance obligations are satisfied by transferring control of the relevant goods or services to the customer. Adopting IFRS 15 did not have a significant impact on the timing of the Group’s revenue recognition nor on the Group’s equity.

However, for certain of our contracts, the adoption of IFRS 15 resulted in a change in our accounting for certain third-party costs. Third-party costs are included in revenue when the Group acts as principal with respect to the services provided to the client and are excluded when the Group acts as agent. Under IFRS 15, the principal versus agent assessment is based on whether the Group controls the relevant services before they are transferred to the client. As a result of the adoption of IFRS 15, there was an increase in third-party costs included in revenue and costs of services. This change increased revenue and costs of services by the same amount and therefore had no impact on gross profit or operating profit.

The following table summarises the impact of adopting IFRS 15 on the Group’s consolidated income statement for the years ended 31 December 2017 and 2016.

	Year ended 31 December 2017									Year ended 31 December 2016
£ million	As previously reported			IFRS 15 adjustments			As restated			As previously reported			IFRS 15 adjustments			As restated
Revenue		15,265.4			538.8			15,804.2			14,388.9			498.4			14,887.3
Costs of services		(12,090.2	)		(538.8	)		(12,629.0	)		(11,348.1	)		(498.4	)		(11,846.5	)
Gross profit		3,175.2			–			3,175.2			3,040.8			–			3,040.8

Work in progress includes outlays incurred on behalf of clients, including production costs, and other third-party costs that have not yet been billed and are considered receivables under IFRS 15. As such, £401.1 million of ‘Work in progress’ has been reclassified as ‘Trade and other receivables’ as of 31 December 2017. Other than this reclassification, the impact of the adoption of IFRS 15 on the consolidated balance sheet, consolidated cash flow statement, consolidated statement of changes in equity and earnings per share was immaterial.

Goodwill and other intangible assets

Goodwill and other intangible assets

Intangible assets comprise goodwill, certain acquired separable corporate brand names, acquired customer relationships, acquired proprietary tools and capitalised computer software not integral to a related item of hardware.

Goodwill represents the excess of fair value attributed to investments in businesses or subsidiary undertakings over the fair value of the underlying net assets, including intangible assets, at the date of their acquisition.

Goodwill impairment reviews are undertaken annually or more frequently if events or changes in circumstances indicate a potential impairment. The carrying value of goodwill is compared to the net present value of future cash flows derived from the underlying assets using a projection period of up to five years for each cash-generating unit. After the projection period a steady growth rate representing an appropriate long-term growth rate for the industry is applied. Any impairment is recognised immediately as an expense and is not subsequently reversed.

Corporate brand names, customer relationships and proprietary tools acquired as part of acquisitions of businesses are capitalised separately from goodwill as intangible assets if their value can be measured reliably on initial recognition and it is probable that the expected future economic benefits that are attributable to the asset will flow to the Group.

Certain corporate brands of the Group are considered to have an indefinite economic life because of the institutional nature of the corporate brand names, their proven ability to maintain market leadership and profitable operations over long periods of time and the Group’s commitment to develop and enhance their value. The carrying value of these intangible assets is reviewed at least annually for impairment and adjusted to the recoverable amount if required.

Amortisation is provided at rates calculated to write off the cost less estimated residual value of each asset on a straight-line basis over its estimated useful life as follows:

• Brand names (with finite lives) – 10-20 years.

• Customer-related intangibles – 3-10 years.

• Other proprietary tools – 3-10 years.

• Other (including capitalised computer software) – 3-5 years.

Contingent consideration

Contingent consideration

Contingent consideration is accounted for in accordance with IFRS 3 Business Combinations. Contingent consideration only applies to situations where contingent payments are not dependent on future employment of vendors and any such payments are expensed when they relate to future employment.

Future anticipated payments to vendors in respect of contingent consideration (earnout agreements) are initially recorded at fair value which is the present value of the expected cash outflows of the obligations. The obligations are dependent on the future financial performance of the interests acquired (typically over a four- to five-year period following the year of acquisition) and assume the operating companies improve profits in line with Directors’ estimates. The Directors derive their estimates from internal business plans together with financial due diligence performed in connection with the acquisition.

Subsequent adjustments to the fair value are recorded in the consolidated income statement within revaluation of financial instruments.

Property, plant and equipment

Property, plant and equipment

Property, plant and equipment are shown at cost less accumulated depreciation and any provision for impairment with the exception of freehold land which is not depreciated. The Group assesses the carrying value of its property, plant and equipment to determine if any impairment has occurred. Where this indicates that an asset may be impaired, the Group applies the requirements of IAS 36 Impairment of Assets in assessing the carrying amount of the asset. This process includes comparing its recoverable amount with its carrying value. Depreciation is provided at rates calculated to write off the cost less estimated residual value of each asset on a straight-line basis over its estimated useful life, as follows:

• Freehold buildings – 50 years.

• Leasehold land and buildings – over the term of the lease or life of the asset, if shorter.

• Fixtures, fittings and equipment – 3-10 years.

• Computer equipment – 3-5 years.

Interests in associates and joint ventures

Interests in associates and joint ventures

An associate is an entity over which the Group has significant influence. In certain circumstances, significant influence may be represented by factors other than ownership and voting rights, such as representation on the Board of Directors.

The Group’s share of the profits less losses of associate undertakings net of tax, interest and non-controlling interests is included in the consolidated income statement and the Group’s share of net assets is shown within interests in associates in the consolidated balance sheet. The Group’s share of the profits less losses and net assets is based on current information produced by the undertakings, adjusted to conform with the accounting policies of the Group.

The Group assesses the carrying value of its associate undertakings to determine if any impairment has occurred. Where this indicates that an investment may be impaired, the Group applies the requirements of IAS 36 in assessing the carrying amount of the investment. This process includes comparing its recoverable amount with its carrying value.

The Group accounts for joint venture investments under the equity method which is consistent with the Group’s treatment of associates.

Other investments

Other investments

The Group has adopted IFRS 9 Financial Instruments from 1 January 2018 which resulted in the movements in fair value of certain equity investments previously designated as ‘available-for-sale’ being designated as fair value through other comprehensive income or fair value through profit or loss. Further details on reclassifications are set out in note 24. Movements in fair value through profit or loss are recorded in the consolidated income statement within revaluation of financial instruments.

Accrued and deferred income

Accrued and deferred income

Accrued income is a contract asset and is recognised when a performance obligation has been satisfied but has not yet been billed. Contract assets are transferred to receivables when the right to consideration is unconditional and billed per the terms of the contractual agreement.

In certain cases, payments are received from customers prior to satisfaction of performance obligations and recognised as deferred income. These balances are considered contract liabilities and are typically related to prepayments for third party expenses that are incurred shortly after billing.

Trade receivables and work in progress

Trade receivables and work in progress

Trade receivables are stated net of provisions for bad and doubtful debts. The Group has adopted IFRS 9 Financial Instruments from 1 January 2018 which requires an expected loss method of impairment of financial assets to be used. The implementation of this did not have a material impact on the Group.

The Group has applied the simplified approach to measuring expected credit losses, as permitted by IFRS 9. Therefore the Group does not track changes in credit risk, but recognises a loss allowance based on the financial asset’s lifetime expected credit loss. The Group measures expected credit losses based on the ageing of the receivable, based on the Group’s historical experience and informed credit assessment. The Group considers a loss allowance to be required for 50% of all invoices aged 180 days to 1 year and 100% of all invoices aged over 1 year, with adjustments where there is specific information to indicate that recoverability of the balance is likely. Further credit losses are recognised where the Group has information that indicates it is unlikely to recover balances in full.

Further details on provisions for bad and doubtful debts are provided in note 16.

Work in progress includes outlays incurred on behalf of clients, including production costs, and other third-party costs that have not yet been billed and are considered receivables under IFRS 15 Revenue from Contracts with Customers.

Foreign currency and interest rate hedging

Foreign currency and interest rate hedging

The Group’s policy on interest rate and foreign exchange rate management sets out the instruments and methods available to hedge interest and currency risk exposures and the control procedures in place to ensure effectiveness.

The Group uses derivative financial instruments to reduce exposure to foreign exchange risk and interest rate movements. The Group does not hold or issue derivative financial instruments for speculative purposes.

Derivatives are initially recognised at fair value at the date a derivative contract is entered into and are subsequently remeasured to their fair value at each balance sheet date. The resulting gain or loss is recognised in profit or loss immediately unless the derivative is designated and effective as a hedging instrument, in which event the timing of the recognition in profit or loss depends on the nature of the hedge relationship.

At the inception of the hedge relationship the entity documents the relationship between the hedging instrument and hedged item, along with its risk management objectives and its strategy for undertaking various hedge transactions. Furthermore, at the inception of the hedge and on an ongoing basis, the Group documents whether the hedging instrument that is used in a hedging relationship is highly effective in offsetting changes in fair values or cash flows of the hedged item.

Note 24 contains details of the fair values of the derivative instruments used for hedging purposes.

Changes in the fair value of derivatives that are designated and qualify as fair value hedges are recorded in profit or loss immediately, together with any changes in the fair value of the hedged item that is attributable to the hedged risk.

The effective portion of changes in the fair value of derivatives that are designated and qualify as cash flow or net investment hedges is recognised in other comprehensive income and deferred in equity. The gain or loss relating to the ineffective portion is recognised immediately in profit or loss. Amounts deferred in equity are recycled in profit or loss in the periods when the hedged item is recognised in profit or loss. However, when the forecast transaction that is hedged results in the recognition of a non-financial asset or a non-financial liability, the gains and losses previously deferred in equity are transferred from equity and included in the initial measurement of the cost of the asset or liability.

Hedge accounting is discontinued when the hedging instrument expires or is sold, terminated, or exercised, or no longer qualifies for hedge accounting. At that time, any cumulative gain or loss on the hedging instrument recognised in equity is retained in equity until the forecast transaction occurs. If a hedged transaction is no longer expected to occur, the net cumulative gain or loss recognised in equity is transferred to net profit or loss for the period.

Derivatives embedded in other financial instruments or other host contracts are treated as separate derivatives when their risks and characteristics are not closely related to those of host contracts and the host contracts are not carried at fair value with unrealised gains or losses reported in the consolidated income statement.

Liabilities in respect of option agreements

Liabilities in respect of option agreements

Option agreements that allow the Group’s equity partners to require the Group to purchase a non-controlling interest are treated as derivatives over equity instruments and are recorded in the consolidated balance sheet initially at the present value of the redemption amount in accordance with IAS 32 Financial Instruments: Presentation and subsequently measured at fair value in accordance with IFRS 9 Financial Instruments. The movement in the fair value is recognised as income or expense within revaluation of financial instruments in the consolidated income statement.

Derecognition of financial liabilities

Derecognition of financial liabilities

In accordance with IFRS 9 Financial Instruments, a financial liability of the Group is only released to the consolidated income statement when the underlying legal obligation is extinguished.

Debt

Debt

Interest-bearing debt is recorded at the proceeds received, net of direct issue costs.

Borrowing costs

Borrowing costs

Finance costs of borrowing are recognised in the consolidated income statement over the term of those borrowings.

Revenue recognition

Revenue recognition

The Group is a leading worldwide creative transformation organisation offering national and multinational clients a comprehensive range of communications, experience, commerce and technology services. Contracts often involve multiple agencies offering different services in different countries. As such, the terms of local, regional, and global contracts can vary to meet client needs and regulatory requirements. Consistent with the industry, contracts are typically short-term in nature and tend to be cancellable by either party with 90 days notice. The Group is generally entitled to payment for work performed to date.

The Group is generally paid in arrears for its services. Invoices are typically payable within 30 to 60 days. Revenue comprises commissions and fees earned in respect of amounts billed and is stated exclusive of VAT, sales taxes and trade discounts. Pass-through costs comprise fees paid to external suppliers when they are engaged to perform part or all of a specific project and are charged directly to clients, predominantly media and data collection costs. Costs to obtain a contract are typically expensed as incurred as the contracts are generally short-term in nature.

In most instances, promised services in a contract are not considered distinct or represent a series of services that are substantially the same with the same pattern of transfer to the customer and, as such, are accounted for as a single performance obligation. However, where there are contracts with services that are capable of being distinct, are distinct within the context of the contract, and are accounted for as separate performance obligations, revenue is allocated to each of the performance obligations based on relative standalone selling prices.

Revenue is recognised when a performance obligation is satisfied, in accordance with the terms of the contractual arrangement. Typically performance obligations are satisfied over-time as services are rendered. Revenue recognised over-time is based on the proportion of the level of service performed. Either an input method or an output method, depending on the particular arrangement, is used to measure progress for each performance obligation. For most fee arrangements, costs incurred are used as an objective input measure of performance. The primary input of substantially all work performed under these arrangements is labour. There is normally a direct relationship between costs incurred and the proportion of the contract performed to date. In other circumstances relevant output measures, such as the achievement of any project milestones stipulated in the contract, are used to assess proportional performance.

For our retainer arrangements, we have a stand ready obligation to perform services on an ongoing basis over the life of the contract. The scope of these arrangements are broad and generally are not reconcilable to another input or output criteria. In these instances, revenue is recognised using a time-based method resulting in straight-line revenue recognition.

The amount of revenue recognised depends on whether we act as an agent or as a principal. Certain arrangements with our clients are such that our responsibility is to arrange for a third party to provide a specified good or service to the client. In these cases we are acting as an agent as we do not control the relevant good or service before it is transferred to the client. When we act as an agent, the revenue recorded is the net amount retained. Costs incurred with external suppliers (such as production costs and media suppliers) are excluded from revenue and recorded as work in progress until billed.

The Group acts as principal when we control the specified good or service prior to transfer. When the Group acts as a principal (such as in-house production services, events, data investment management, and branding), the revenue recorded is the gross amount billed. Billings related to out-of-pocket costs such as travel are also recognised at the gross amount billed with a corresponding amount recorded as an expense. Further details on revenue recognition are detailed by sector below:

Advertising and media investment management

Revenue is typically derived from media placements and advertising services. Revenue may consist of various arrangements involving commissions, fees, incentive-based revenue or a combination of the three, as agreed upon with each client. Revenue for commissions on purchased media is typically recognised at the point in time the media is run. The Group receives volume rebates from certain suppliers for transactions entered into on behalf of clients that, based on the terms of the relevant contracts and local law, are either remitted to clients or retained by the Group. If amounts are passed on to clients they are recorded as liabilities until settled or, if retained by the Group, are recorded as revenue when earned. Variable incentive-based revenue typically comprises both quantitative and qualitative elements. Incentive compensation is estimated using the most likely amount and is included in revenue up to the amount that is highly probable not to result in a significant reversal of cumulative revenue recognised. The Group recognises incentive revenue as the related performance obligation is satisfied.

Data investment management

Revenue for market research services is typically recognised over-time based on input measures. For certain performance obligations, output measures such as the percentage of interviews completed, percentage of reports delivered to a client and the achievement of any project milestones stipulated in the contract are used to measure progress. While most of the studies provided in connection with the Group’s market research contracts are undertaken in response to an individual client’s or group of clients’ specifications, in certain instances a study may be developed as an off-the-shelf product offering sold to a broad client base. For these transactions, revenue is recognised when the product is delivered. When the terms of the transaction provide for licensing the right to access a product on a subscription basis, revenue is recognised over the subscription period typically on a straight-line basis.

Public relations & public affairs and brand consulting, health & wellness and specialist communications

Revenue for these services is typically derived from retainer fees and fees for services to be performed subject to specific agreement. Most revenue under these arrangements is earned over-time, in accordance with the terms of the contractual arrangement.

Taxation

Taxation

Corporate taxes are payable on taxable profits at current rates. The tax expense represents the sum of the tax currently payable and deferred tax.

The Group is subject to corporate taxes in a number of different jurisdictions and judgement is required in determining the appropriate provision for transactions where the ultimate tax determination is uncertain. In such circumstances, the Group recognises liabilities for anticipated taxes based on the best information available and where the anticipated liability is both probable and estimable, liabilities are classified as current. Any interest and penalties accrued are included in corporate income taxes both in the consolidated income statement and balance sheet. Where the final outcome of such matters differs from the amount recorded, any differences may impact the income tax and deferred tax provisions in the period in which the final determination is made.

The tax laws that apply to the Group’s subsidiaries may be amended by the relevant tax authorities. Such potential amendments are regularly monitored and adjustments are made to the Group’s tax liabilities and deferred tax assets and liabilities where necessary.

The tax currently payable is based on taxable profit for the year. Taxable profit differs from net profit as reported in the consolidated income statement because it excludes items of income or expense that are taxable or deductible in other years and it further excludes items that are never taxable or deductible. The Group’s liability for current tax is calculated using tax rates that have been enacted or substantively enacted by the balance sheet date.

Deferred tax is the tax expected to be payable or recoverable on differences between the carrying amounts of assets and liabilities in the financial statements and the corresponding tax bases used in the computation of taxable profit, and is accounted for using the balance sheet liability method. Deferred tax liabilities are recognised for all taxable temporary differences unless specifically excepted by IAS 12 Income Taxes. Deferred tax is charged or credited in the consolidated income statement, except when it relates to items charged or credited to other comprehensive income or directly to equity, in which case the deferred tax is also dealt with in other comprehensive income or equity. Deferred tax assets are recognised to the extent that it is probable that taxable profits will be available against which deductible temporary differences can be utilised, which can require the use of accounting estimation and the exercise of judgement. Such assets and liabilities are not recognised if the temporary difference arises from the initial recognition of goodwill or other assets and liabilities (other than in a business combination) in a transaction that affects neither the taxable profit nor the accounting profit.

The carrying amount of deferred tax assets is reviewed at each balance sheet date and reduced to the extent that it is no longer probable that sufficient taxable profits will be available to allow all or part of the asset to be recovered.

Deferred tax liabilities are recognised for taxable temporary differences arising on investments in subsidiaries and associates, and interests in joint ventures, except where the Group is able to control the reversal of the temporary difference and it is probable that the temporary difference will not reverse in the foreseeable future.

Deferred tax assets and liabilities are offset when there is a legally enforceable right to set off current tax assets against current tax liabilities and when they relate to income taxes levied by the same taxation authority and the Group intends to settle its current tax assets and liabilities on a net basis.

Deferred tax is calculated at the tax rates that are expected to apply in the period when the liability is settled or the asset is realised based on enacted or substantively enacted legislation.

Retirement benefit costs

Retirement benefit costs

The Group accounts for retirement benefit costs in accordance with IAS 19 Employee Benefits.

For defined contribution plans, contributions are charged to the consolidated income statement as payable in respect of the accounting period.

For defined benefit plans the amounts charged to operating profit are the current service costs, past service costs, administrative expenses and gains and losses on settlements and curtailments. They are included as part of staff costs. Past service costs are recognised immediately in the consolidated income statement when the related plan amendment occurs. Net interest expense is calculated by applying the discount rate to the recognised overall surplus or deficit in the plan.

Actuarial gains and losses are recognised immediately in the consolidated statement of comprehensive income.

Where defined benefit plans are funded, the assets of the plan are held separately from those of the Group, in separate independently managed funds. Pension plan assets are measured at fair value and liabilities are measured on an actuarial basis using the projected unit method and discounted at a rate equivalent to the current rate of return on a high-quality corporate bond of equivalent currency and term to the plan liabilities. The actuarial valuations are obtained at least triennially and are updated at each balance sheet date.

Recognition of a surplus in a defined benefit plan is limited based on the economic gain the Company is expected to benefit from in the future by means of a refund or reduction in future contributions to the plan, in accordance with IAS 19.

Provisions for liabilities and charges

Provisions for liabilities and charges

Provisions comprise liabilities where there is uncertainty about the timing of settlement, but where a reliable estimate can be made of the amount. These include provisions for vacant space, sub-let losses and other property-related liabilities. Also included are other provisions, such as certain long-term employee benefits and legal claims, where the likelihood of settlement is considered probable.

Finance leases

Finance leases

Assets held under finance leases are recognised as assets of the Group at the inception of the lease at the lower of their fair value and the present value of the minimum lease payments. Depreciation on leased assets is charged to the consolidated income statement on the same basis as owned assets. Leasing payments are treated as consisting of capital and interest elements and the interest is charged to the consolidated income statement as it is incurred.

Operating leases

Operating leases

Operating lease rentals are charged to the consolidated income statement on a straight-line basis over the lease term. Any premium or discount on the acquisition of a lease is spread over the life of the lease on a straight-line basis.

Translation of foreign currencies

Translation of foreign currencies

Foreign currency transactions arising from normal trading activities are recorded at the rates in effect at the date of the transaction. Monetary assets and liabilities denominated in foreign currencies at the year-end are translated at the year-end exchange rate. Foreign currency gains and losses are credited or charged to the consolidated income statement as they arise.

The income statements of overseas subsidiary undertakings are translated into pounds sterling at average exchange rates and the year-end net assets of these companies are translated at year-end exchange rates.

Exchange differences arising from retranslation of the opening net assets and on foreign currency borrowings (to the extent that they hedge the Group’s investment in such operations) are reported in the consolidated statement of comprehensive income.

Goodwill and fair value adjustments arising on the acquisition of a foreign entity are treated as assets and liabilities of the foreign entity and translated at the closing rate.

Hyperinflation in Argentina

During 2018, Argentina was designated as a hyperinflationary economy and the financial statements of the Group’s subsidiaries in Argentina have been adjusted for the effects of inflation in accordance with IAS 29 Financial Reporting in Hyperinflationary Economies.

IAS 29 requires that the income statement is adjusted for inflation in the period and translated at the year-end foreign exchange rate and that non-monetary assets and liabilities on the balance sheet are restated to reflect the change in purchasing power caused by inflation from the date of initial recognition. This resulted in an increase in goodwill of £105.8 million and an increase in other intangibles of £19.5 million. The impact on other non-monetary assets and liabilities and the impact on the Group’s income statement in the year were immaterial.

Share-based payments

Share-based payments

The Group issues equity-settled share-based payments (including share options) to certain employees and accounts for these awards in accordance with IFRS 2 Share-Based Payment. Equity-settled share-based payments are measured at fair value (excluding the effect of non-market-based vesting conditions) at the date of grant. Details regarding the fair value of equity settled share-based transactions are set out in notes 21 and 25.

The fair value determined at the grant date is recognised in the consolidated income statement as an expense on a straight-line basis over the relevant vesting period, based on the Group’s estimate of the number of shares that will ultimately vest and adjusted for the effect of non-market-based vesting conditions.

Critical judgements and estimation uncertainty in applying accounting policies

Critical judgements and estimation uncertainty in applying accounting policies

Management is required to make key decisions and judgements whilst acknowledging there is estimation uncertainty in the process of applying the Group’s accounting policies. These estimates and judgements are reviewed on an ongoing basis. Where judgement has been applied or estimation uncertainty exists, the key factors taken into consideration are disclosed in the accounting policies and the appropriate note in these financial statements.

The most significant areas of estimation uncertainty include:

• Goodwill: The discounted cash flow methodology employed by the Group when testing for goodwill impairment requires estimates regarding revenue growth, operating margins, discount rates and working capital requirements. Further details of the methodology, discount rates, long-term growth rates and estimates used in relation to the goodwill impairment on VMLY&R in 2018 are set out in note 12.

• Payments due to vendors (earnout agreements) and liabilities in respect of put options: Estimates are required regarding growth rates in deriving future financial performance and discount rates to be applied when measuring the liabilities for earnouts and put options. Further details on growth rates and discount rates and the sensitivity to these estimates are set out in note 24.

• Provision for post-employment benefits: Estimates are required in the accounting for defined benefit pension plans, including establishing discount rates, rates of increase in salaries and pensions in payment, inflation and mortality assumptions. These estimates are made by management based on the advice of qualified advisors. Details of the assumptions used and the sensitivity of the benefit obligation to these assumptions are set out in note 22.

The most significant areas of judgements include:

• Revenue recognition: Judgement is required regarding the timing of recognition, particularly in relation to media volume income with regards to whether it is required to be passed back to the client and in assessing progress on performance obligations where revenue is recognised over time, particularly in the Group’s Data Investment Management business. Further details are set out in the accounting policy.

• Taxation: Judgement is required in relation to the level of provisions required and the amount of taxes that will be due, particularly given the many countries in which the Group operates. Where the final tax outcome is different from the amounts recorded then such differences may expose the Group to additional tax liabilities or impact the carrying value of deferred tax assets, which would affect the future tax charge. Further details are set out in note 7.

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Accounting policies (Tables)

12 Months Ended

Dec. 31, 2018

Text block [abstract]

Summary of the Impact of Adopting IFRS 15

The following table summarises the impact of adopting IFRS 15 on the Group’s consolidated income statement for the years ended 31 December 2017 and 2016.

	Year ended 31 December 2017									Year ended 31 December 2016
£ million	As previously reported			IFRS 15 adjustments			As restated			As previously reported			IFRS 15 adjustments			As restated
Revenue		15,265.4			538.8			15,804.2			14,388.9			498.4			14,887.3
Costs of services		(12,090.2	)		(538.8	)		(12,629.0	)		(11,348.1	)		(498.4	)		(11,846.5	)
Gross profit		3,175.2			–			3,175.2			3,040.8			–			3,040.8

Summary of Estimated Useful Life of Intangible Assets

Amortisation is provided at rates calculated to write off the cost less estimated residual value of each asset on a straight-line basis over its estimated useful life as follows:

• Brand names (with finite lives) – 10-20 years.

• Customer-related intangibles – 3-10 years.

• Other proprietary tools – 3-10 years.

• Other (including capitalised computer software) – 3-5 years.

Summary of Estimated Useful Life of Property, Plant and Equipment

Depreciation is provided at rates calculated to write off the cost less estimated residual value of each asset on a straight-line basis over its estimated useful life, as follows:

• Freehold buildings – 50 years.

• Leasehold land and buildings – over the term of the lease or life of the asset, if shorter.

• Fixtures, fittings and equipment – 3-10 years.

• Computer equipment – 3-5 years.

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Segment information (Tables)

12 Months Ended

Dec. 31, 2018

Text block [abstract]

Contributions by Reportable Segments

Reportable segments

Reported contributions were as follows:

Income statement	Revenue1,2		Revenue less pass-through costs2,3		Headline PBIT4		Headline PBIT margin5
	£m		£m		£m
2018
Advertising and Media Investment Management		7,132.4		5,529.7		972.4		17.6%
Data Investment Management		2,582.5		1,965.4		301.1		15.3%
Public Relations & Public Affairs		1,210.7		1,136.3		183.7		16.2%
Brand Consulting, Health & Wellness and Specialist Communications		4,676.8		4,195.2		590.1		14.1%
		15,602.4				2,047.3
2017
Advertising and Media Investment Management		7,368.7		5,889.3		1,109.0		18.8%
Data Investment Management		2,703.4		2,052.1		350.3		17.1%
Public Relations & Public Affairs		1,204.0		1,140.6		183.2		16.1%
Brand Consulting, Health & Wellness and Specialist Communications		4,528.1		4,087.6		624.6		15.3%
		15,804.2				2,267.1
2016
Advertising and Media Investment Management		6,709.4		5,450.9		1,027.2		18.8%
Data Investment Management		2,672.4		1,994.0		351.5		17.6%
Public Relations & Public Affairs		1,130.6		1,078.5		179.8		16.7%
Brand Consulting, Health & Wellness and Specialist Communications		4,374.9		3,905.2		601.8		15.4%
		14,887.3				2,160.3

Notes

¹  Intersegment sales have not been separately disclosed as they are not material.

²  Prior year figures have been restated for the impact of the adoption of IFRS 15 Revenue from Contracts with Customers, as described in the accounting policies.

³  Revenue less pass-through costs is revenue less media, data collection and other pass-through costs. Pass-through costs comprise fees paid to external suppliers where they are engaged to perform part or all of a specific project and are charged directly to clients, predominantly media and data collection costs. See note 3 to the consolidated financial statements for more details of the pass-through costs.

⁴  A reconciliation from profit before interest and taxation to headline PBIT is provided in note 29. PBIT is reconciled to reported profit before taxation in the consolidated income statement.

⁵  Headline PBIT margin is calculated as headline PBIT (defined above) as a percentage of revenue less pass-through costs. Previously referred to as revenue less pass-through costs margin.

Other information	Share-based payments		Capital additions1		Depreciation and amortisation2		Goodwill impairment		Share of results of associates		Interests in associates and joint ventures
	£m		£m		£m		£m		£m		£m
2018
Advertising and Media Investment Management		41.9		190.8		111.8		148.0		16.6		203.4
Data Investment Management		12.8		68.9		56.6		0.9		12.5		113.1
Public Relations & Public Affairs		8.3		13.4		13.8		–		5.2		39.5
Brand Consulting, Health & Wellness and Specialist Communications		21.8		102.1		81.6		35.0		9.2		440.8
		84.8		375.2		263.8		183.9		43.5		796.8
2017
Advertising and Media Investment Management		57.0		171.3		108.8		19.5		27.0		193.1
Data Investment Management		14.4		58.8		59.9		–		15.3		106.3
Public Relations & Public Affairs		8.6		10.6		12.2		7.6		6.3		34.2
Brand Consulting, Health & Wellness and Specialist Communications		25.0		85.5		86.1		–		64.9		731.6
		105.0		326.2		267.0		27.1		113.5		1,065.2
2016
Advertising and Media Investment Management		60.7		126.2		105.4		20.9		8.3		285.6
Data Investment Management		13.0		61.5		60.9		–		13.2		109.4
Public Relations & Public Affairs		7.5		10.3		11.6		–		3.2		108.1
Brand Consulting, Health & Wellness and Specialist Communications		25.3		87.1		81.5		6.1		25.1		566.3
		106.5		285.1		259.4		27.0		49.8		1,069.4

Notes

¹  Capital additions include purchases of property, plant and equipment and other intangible assets (including capitalised computer software).

²  Depreciation of property, plant and equipment and amortisation of other intangible assets.

Contributions by Geographical Area

Contributions by geographical area were as follows:

	2018 £m		20172 £m		20162 £m
Revenue1
North America3		5,371.0		5,659.2		5,400.9
UK		2,189.4		2,133.4		1,970.7
Western Continental Europe		3,335.3		3,230.6		3,008.5
Asia Pacific, Latin America, Africa & Middle East and Central & Eastern Europe		4,706.7		4,781.0		4,507.2
		15,602.4		15,804.2		14,887.3
Revenue less pass-through costs4
North America3		4,474.2		4,793.9		4,598.4
UK		1,691.3		1,688.0		1,590.2
Western Continental Europe		2,735.4		2,630.6		2,438.3
Asia Pacific, Latin America, Africa & Middle East and Central & Eastern Europe		3,925.7		4,057.1		3,801.7
Headline PBIT5
North America3		804.0		937.4		895.4
UK		244.6		280.0		261.4
Western Continental Europe		372.7		376.0		351.7
Asia Pacific, Latin America, Africa & Middle East and Central & Eastern Europe		626.0		673.7		651.8
		2,047.3		2,267.1		2,160.3
	Margin		Margin2		Margin2
Headline PBIT margin6
North America		18.0%		19.6%		19.5%
UK		14.5%		16.6%		16.4%
Western Continental Europe		13.6%		14.3%		14.4%
Asia Pacific, Latin America, Africa & Middle East and Central & Eastern Europe		15.9%		16.6%		17.1%

Notes

¹  Intersegment sales have not been separately disclosed as they are not material.

²  Prior year figures have been restated for the impact of the adoption of IFRS 15 Revenue from Contracts with Customers, as described in the accounting policies.

³  North America includes the US with revenue of £5,074.1 million (2017: £5,336.3 million, 2016: £5,107.2 million), revenue less pass-through costs of £4,236.7 million (2017: £4,535.3 million, 2016: £4,359.7 million) and Headline PBIT of £761.6 million (2017: £890.3 million, 2016: £849.4 million).

⁴  Revenue less pass-through costs is revenue less media, data collection and other pass-through costs. Pass-through costs comprise fees paid to external suppliers where they are engaged to perform part or all of a specific project and are charged directly to clients, predominantly media and data collection costs. See note 3 to the consolidated financial statements for more details of the pass-through costs.

⁵  See note 29 for a reconciliation of PBIT to headline PBIT.

⁶  Headline PBIT margin is calculated as headline PBIT (defined above) as a percentage of revenue less pass-through costs. Previously referred to as revenue less pass-through costs margin.

	2018 £m		2017 £m
Non-current assets1
North America2		7,269.7		7,667.5
UK		2,079.2		2,098.2
Western Continental Europe		4,385.6		4,542.1
Asia Pacific, Latin America, Africa & Middle East and Central & Eastern Europe		4,028.4		4,035.8
		17,762.9		18,343.6

Note

¹  Non-current assets excluding financial instruments and deferred tax.

²  North America includes the US with non-current assets of £6,791.9 million (2017: £7,202.7 million).

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Costs of services and general and administrative costs (Tables)

12 Months Ended

Dec. 31, 2018

Text block [abstract]

Costs of Services and General Administrative Costs

	2018 £m				20171 £m				20161 £m
Costs of services			12,663.5				12,629.0				11,846.5
General and administrative costs			1,507.5				1,267.0				977.7
			14,171.0				13,896.0				12,824.2
Costs of services and general and administrative costs include:
		2018 £m				20171 £m				20161 £m
Staff costs (note 5)			8,172.6				8,319.0				7,784.9
Establishment costs			871.7				888.6				836.5
Media pass-through costs			1,458.0				1,429.4				1,276.2
Data collection pass-through costs			609.2				646.4				669.8
Other costs of services and general and administrative costs2			3,059.5				2,612.6				2,256.8
			14,171.0				13,896.0				12,824.2
Other costs of services and general and administrative costs include:
Goodwill impairment (note 12)			183.9				27.1				27.0
Investment write-downs			2.0				95.9				86.1
Restructuring and transformation costs			302.3				56.8				27.4
Amortisation and impairment of acquired intangible assets (note 12)			280.0				195.1				168.4
Amortisation of other intangible assets (note 12)			38.7				36.3				38.6
Depreciation of property, plant and equipment			225.1				230.7				215.2
Losses on sale of property, plant and equipment			0.6				1.1				0.8
Gains on disposal of investments and subsidiaries			(235.5	)			(129.0	)			(44.3	)
(Gains)/losses on remeasurement of equity interests arising from a change in scope of ownership			(2.0	)			0.3				(232.4	)
Net foreign exchange (gains)/losses			(13.2	)			12.9				(17.0	)

Notes

¹  Prior year figures have been restated for the impact of the adoption of IFRS 15 Revenue from Contracts with Customers, as described in the accounting policies.

²  Other costs of services and general and administrative costs include £708.6 million (2017: £558.8 million, 2016: £512.7 million) of other pass-through costs.

Auditors' Remuneration

Auditors’ remuneration:

	2018 £m		2017 £m		2016 £m
Fees payable to the Company’s auditors for the audit of the Company’s annual accounts		1.4		1.4		1.4
The audit of the Company’s subsidiaries pursuant to legislation		21.7		20.7		19.4
Other services pursuant to legislation		4.2		4.0		3.7
Fees payable to the auditors pursuant to legislation		27.3		26.1		24.5
Tax advisory services		–		0.1		1.6
Tax compliance services		0.1		0.1		1.3
Corporate finance services		–		–		0.1
Other services1		4.7		4.6		5.7
Total non-audit fees		4.8		4.8		8.7
Total fees		32.1		30.9		33.2

Note

¹  Other services include audits for earnout purposes.

Operating Lease

	2018 £m			2017 £m			2016 £m
Operating lease rentals:
Land and buildings		585.3			586.6			556.1
Sublease income		(25.4	)		(17.9	)		(11.6	)
		559.9			568.7			544.5
Plant and machinery		10.6			11.9			10.6
		570.5			580.6			555.1

Minimum Committed Annual Rentals

Minimum committed annual rentals

Amounts payable in 2019 under leases will be as follows:

	Plant and machinery						Land and buildings
	2019 £m		2018 £m		2017 £m		2019 £m		2018 £m		2017 £m
In respect of operating leases which expire:
– within one year		3.6		5.1		4.0		70.2		88.6		85.1
– within two to five years		19.2		10.8		10.5		272.7		236.2		287.9
– after five years		0.4		0.1		–		246.3		207.8		187.0
		23.2		16.0		14.5		589.2		532.6		560.0

Future minimum annual amounts payable under all lease commitments in existence at 31 December 2018 are as follows:

	Minimum gross rental payments £m		Less lease- related costs1 £m			Minimum net rental payments £m		Less sub-let rentals £m			Net payment £m
Year ending 31 December
2019		612.4		(54.2	)		558.2		(11.5	)		546.7
2020		475.0		(51.0	)		424.0		(6.4	)		417.6
2021		415.3		(47.3	)		368.0		(4.9	)		363.1
2022		362.4		(44.8	)		317.6		(4.3	)		313.3
2023		323.4		(43.1	)		280.3		(3.1	)		277.2
Later years		2,074.1		(362.5	)		1,711.6		(1.3	)		1,710.3
		4,262.6		(602.9	)		3,659.7		(31.5	)		3,628.2

Note

¹  Lease-related costs include real estate taxes, insurance costs and operating costs embedded in the rental payments to the landlord.

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Share of results of associates (Tables)

12 Months Ended

Dec. 31, 2018

Text block [abstract]

Summary of Share of Results of Associates

Share of results of associates include:

	2018 £m			2017 £m			2016 £m
Share of profit before interest and taxation		123.8			145.1			97.1
Share of exceptional (losses)/gains		(41.7	)		0.8			(15.2	)
Share of interest and non-controlling interests		(9.7	)		(7.8	)		(4.7	)
Share of taxation		(28.9	)		(24.6	)		(27.4	)
		43.5			113.5			49.8

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Our people (Tables)

12 Months Ended

Dec. 31, 2018

Text block [abstract]

Geographical Distribution of Staff

Our staff numbers averaged 133,903 for the year ended 31 December 2018 against 134,428 in 2017 and 132,657 in 2016. Their geographical distribution was as follows:

	2018		2017		2016
North America		25,990		27,399		27,246
UK		14,331		14,197		14,070
Western Continental Europe		26,825		25,700		24,996
Asia Pacific, Latin America, Africa & Middle East and Central & Eastern Europe		66,757		67,132		66,345
		133,903		134,428		132,657

Reportable Segment Distribution of Staff

Their reportable segment distribution was as follows:

	2018		2017		2016
Advertising and Media Investment Management		55,421		56,789		55,120
Data Investment Management		28,309		28,629		29,279
Public Relations & Public Affairs		9,048		9,082		9,054
Brand Consulting, Health & Wellness and Specialist Communications		41,125		39,928		39,204
		133,903		134,428		132,657

Staff costs

At the end of 2018, staff numbers were 134,281 (2017: 134,413, 2016: 134,341).

Staff costs include:

	2018 £m		2017 £m		2016 £m
Wages and salaries		5,710.0		5,832.3		5,395.6
Cash-based incentive plans		240.7		219.2		260.2
Share-based incentive plans (note 21)		84.8		105.0		106.5
Social security costs		717.5		720.3		658.1
Pension costs (note 22)		191.2		192.0		178.1
Severance		37.5		39.5		34.5
Other staff costs1		1,190.9		1,210.7		1,151.9
		8,172.6		8,319.0		7,784.9

Note

¹  Freelance and temporary staff costs are included in other staff costs.

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Finance income, finance costs and revaluation of financial instruments (Tables)

12 Months Ended

Dec. 31, 2018

Text block [abstract]

Summary of Finance Income, Finance Costs and Revaluation of Financial Instruments

Finance income includes:

	2018 £m		2017 £m		2016 £m
Income from equity investments		15.4		16.8		12.5
Interest income		89.4		78.4		67.9
		104.8		95.2		80.4

Finance costs include:

	2018 £m		2017 £m		2016 £m
Net interest expense on pension plans (note 22)		4.4		6.3		6.7
Interest on other long-term employee benefits		4.0		3.9		2.7
Interest expense and similar charges1		280.9		259.6		245.1
		289.3		269.8		254.5

Revaluation of financial instruments include:

	2018 £m			2017 £m		2016 £m
Movements in fair value of treasury instruments		(12.4	)		1.1		(19.5	)
Revaluation of investments held at fair value through profit or loss		68.2			–		–
Revaluation of put options over non-controlling interests		34.5			52.5		(17.2	)
Revaluation of payments due to vendors (earnout agreements)		82.6			208.6		(11.6	)
		172.9			262.2		(48.3	)

Note

¹  Interest expense and similar charges are payable on bank overdrafts, bonds and bank loans held at amortised cost.

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Taxation (Tables)

12 Months Ended

Dec. 31, 2018

Text block [abstract]

Tax Charge

The tax charge comprises:

	2018 £m			2017 £m			2016 £m
Corporation tax
Current year		481.9			523.4			569.4
Prior years		(111.8	)		(98.6	)		(80.3	)
		370.1			424.8			489.1
Deferred tax
Current year		(49.0	)		(235.2	)		(88.0	)
Prior years		2.8			7.4			(12.2	)
		(46.2	)		(227.8	)		(100.2	)
Tax charge		323.9			197.0			388.9

Tax Charge Reconciled to Profit Before Taxation

The tax charge for the year can be reconciled to profit before taxation in the consolidated income statement as follows:

	2018 £m			2017 £m			2016 £m
Profit before taxation		1,463.3			2,109.3			1,890.5
Tax at the corporation tax rate of 19.0%1		278.0			406.0			378.1
Tax effect of share of results of associates		(8.3	)		(21.8	)		(10.0	)
Irrecoverable withholding taxes		55.9			37.0			36.3
Items that are not deductible/(taxable) in determining taxable profit		28.7			(3.9	)		9.4
Effect of different tax rates in subsidiaries operating in other jurisdictions		90.2			140.3			60.4
US Transition Tax related to unremitted foreign earnings		(7.3	)		28.1			–
Effect of change in US tax rate on deferred tax balances		–			(234.1	)		–
Origination and reversal of unrecognised temporary differences		7.5			(17.2	)		(4.3	)
Tax losses not recognised or utilised in the year		22.3			32.5			52.2
Utilisation of tax losses not previously recognised		(25.6	)		(10.4	)		(11.3	)
Recognition of temporary differences not previously recognised		(8.4	)		(68.3	)		(29.4	)
Net release of prior year provisions in relation to acquired businesses		(20.4	)		(15.0	)		(23.3	)
Other prior year adjustments		(88.7	)		(76.2	)		(69.2	)
Tax charge		323.9			197.0			388.9
Effective tax rate on profit before tax		22.1%			9.3%			20.6%

Note

¹  The Parent Company of the Group is tax resident in the UK. As the Group is subject to the tax rates of more than one country, it has chosen to present its reconciliation of the tax charge using the UK corporation tax rate of 19% (2017: 19.25%, 2016: 20%).

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Ordinary dividends (Tables)

12 Months Ended

Dec. 31, 2018

Text block [abstract]

Summary of Ordinary Dividends

Amounts recognised as distributions to equity holders in the year:

	2018		2017		2016		2018		2017		2016
Per share	Pence per share						£m		£m		£m
2017 Final dividend		37.30p		37.05p		28.78p		464.6		467.2		368.5
2018 Interim dividend		22.70p		22.70p		19.55p		282.8		284.3		248.0
		60.00p		59.75p		48.33p		747.4		751.5		616.5

Proposed final dividend for the year ended 31 December 2018:

	2018		2017		2016
Per share	Pence per share
Final dividend		37.30p		37.30p		37.05p

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Earnings per share (Tables)

12 Months Ended

Dec. 31, 2018

Text block [abstract]

Calculation of Basic and Diluted EPS

Basic EPS

The calculation of basic EPS is as follows:

	2018			2017			2016
Earnings1 (£m)		1,062.9			1,816.6			1,400.1
Average shares used in basic EPS calculation (m)		1,247.8			1,261.1			1,277.8
EPS		85.2	p		144.0	p		109.6	p

Note

¹  Earnings is equivalent to profit for the year attributable to equity holders of the parent.

Diluted EPS

The calculation of diluted EPS is as follows:

	2018			2017			2016
Diluted earnings (£m)		1,062.9			1,816.6			1,400.1
Average shares used in diluted EPS calculation (m)		1,261.2			1,275.8			1,296.0
Diluted EPS		84.3	p		142.4	p		108.0	p

Reconciliation Between Shares Used in Calculating Basic and Diluted EPS

A reconciliation between the shares used in calculating basic and diluted EPS is as follows:

	2018 m		2017 m		2016 m
Average shares used in basic EPS calculation		1,247.8		1,261.1		1,277.8
Dilutive share options outstanding		1.6		1.8		2.4
Other potentially issuable shares		11.8		12.9		15.8
Shares used in diluted EPS calculation		1,261.2		1,275.8		1,296.0

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Sources of finance (Tables)

12 Months Ended

Dec. 31, 2018

Text block [abstract]

Summary of Equity and Debt Financing

The following table summarises the equity and debt financing of the Group, and changes during the year:

			Shares					Debt
	2018 £m		2017 £m		2018 £m			2017 £m
Analysis of changes in financing
Beginning of year		701.8		695.4		6,481.3			6,033.1
Ordinary shares issued		1.2		6.4		–			–
Net (decrease)/increase in drawings on bank loans and corporate bonds		–		–		(440.6	)		599.6
Amortisation of financing costs included in debt		–		–		7.7			8.0
Other movements		–		–		(10.1	)		(6.9	)
Exchange adjustments		–		–		179.6			(152.5	)
End of year		703.0		701.8		6,217.9			6,481.3

Note

The table above excludes bank overdrafts which fall within cash and cash equivalents for the purposes of the consolidated cash flow statement.

Analysis of Future Anticipated Cash Flows in Relation to Group's Financial Derivatives and Debt

The following table is an analysis of future anticipated cash flows in relation to the Group’s debt, on an undiscounted basis which, therefore, differs from the fair value and carrying value:

	2018 £m			2017 £m
Within one year		(748.4	)		(391.7	)
Between one and two years		(596.8	)		(896.3	)
Between two and three years		(937.1	)		(584.3	)
Between three and four years		(742.5	)		(1,537.8	)
Between four and five years		(786.8	)		(487.9	)
Over five years		(4,199.7	)		(4,519.1	)
Debt financing (including interest) under the Revolving Credit Facility and in relation to unsecured loan notes		(8,011.3	)		(8,417.1	)
Short-term overdrafts – within one year		(442.0	)		(393.2	)
Future anticipated cash flows		(8,453.3	)		(8,810.3	)
Effect of discounting/financing rates		1,793.4			1,935.8
Debt financing		(6,659.9	)		(6,874.5	)

The following table is an analysis of future anticipated cash flows in relation to the Group’s financial derivatives, which include interest rate swaps, forward contracts and other foreign exchange swaps:

	Financial liabilities				Financial assets
2018	Payable £m		Receivable £m		Payable £m		Receivable £m
Within one year		229.3		221.9		124.6		120.6
Between one and two years		50.0		45.3		11.8		6.5
Between two and three years		688.4		685.3		11.5		6.4
Between three and four years		408.5		406.6		11.6		6.5
Between four and five years		–		–		11.6		6.6
Over five years		–		–		461.4		498.2
		1,376.2		1,359.1		632.5		644.8

	Financial liabilities				Financial assets
2017	Payable £m		Receivable £m		Payable £m		Receivable £m
Within one year		97.8		96.7		123.7		128.8
Between one and two years		21.4		20.1		38.6		38.8
Between two and three years		20.5		18.8		39.5		38.6
Between three and four years		20.7		18.6		851.7		851.0
Between four and five years		523.5		521.1		–		–
Over five years		–		–		–		–
		683.9		675.3		1,053.5		1,057.2

Analysis of Fixed and Floating Rate Debt by Currency

Analysis of fixed and floating rate debt by currency including the effect of interest rate and cross-currency swaps:

2018 Currency		£m		Fixed rate1		Floating basis		Period (months)1
$	– fixed		1,154.8		4.58		n/a		181
	– floating		1,029.6		n/a		LIBOR		n/a
£	– fixed		1,044.1		3.43		n/a		232
€	– fixed		2,425.9		1.99		n/a		75
	– floating		449.2		n/a		EURIBOR		n/a
Other			114.3		n/a		n/a		n/a
			6,217.9

2017 Currency		£m		Fixed rate1		Floating basis		Period (months)1
$	– fixed		1,146.1		4.62%		n/a		199
	– floating		1,760.9		n/a		LIBOR		n/a
£	– fixed		600.0		4.04%		n/a		245
€	– fixed		2,623.9		1.85%		n/a		80
	– floating		222.2		n/a		EURIBOR		n/a
Other			128.2		n/a		n/a		n/a
			6,481.3

Note

¹  Weighted average. These rates do not include the effect of gains on interest rate swap terminations that are written to income over the life of the original instrument.

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Analysis of cash flows (Tables)

12 Months Ended

Dec. 31, 2018

Text block [abstract]

Summary of Analysis of Cash Flows

The following tables analyse the items included within the main cash flow headings on page F-13.

Net cash from operating activities:

	2018 £m			2017 £m			2016 £m
Profit for the year		1,139.4			1,912.3			1,501.6
Taxation		323.9			197.0			388.9
Revaluation of financial instruments		(172.9	)		(262.2	)		48.3
Finance costs		289.3			269.8			254.5
Finance income		(104.8	)		(95.2	)		(80.4	)
Share of results of associates		(43.5	)		(113.5	)		(49.8	)
Adjustments for:
Non-cash share-based incentive plans (including share options)		84.8			105.0			106.5
Depreciation of property, plant and equipment		225.1			230.7			220.8
Impairment of goodwill		183.9			27.1			27.0
Amortisation and impairment of acquired intangible assets		280.0			195.1			168.4
Amortisation of other intangible assets		38.7			36.3			38.6
Investment write-downs		2.0			95.9			86.1
Gains on disposal of investments and subsidiaries		(235.5	)		(129.0	)		(44.3	)
(Gains)/losses on remeasurement of equity interests arising from a change in scope of ownership		(2.0	)		0.3			(232.4	)
Losses on sale of property, plant and equipment		0.6			1.1			0.8
Increase in trade receivables and accrued income		(298.9	)		(90.4	)		(70.4	)
Increase/(decrease) in trade payables and deferred income		500.9			(170.8	)		188.7
(Increase)/decrease in other receivables		(52.9	)		(110.6	)		77.4
Decrease in other payables – short-term		(31.8	)		(122.8	)		(303.7	)
Increase in other payables – long-term		0.4			20.1			4.5
Increase/(decrease) in provisions		48.0			(57.3	)		(47.8	)
Corporation and overseas tax paid		(383.6	)		(424.7	)		(414.2	)
Interest and similar charges paid		(252.8	)		(246.6	)		(242.1	)
Interest received		90.4			76.9			73.9
Investment income		15.4			16.8			12.5
Dividends from associates		49.7			46.8			60.4
Net cash inflow from operating activities		1,693.8			1,408.1			1,773.8

Acquisitions and disposals:

	2018 £m			2017 £m			2016 £m
Initial cash consideration		(126.7	)		(214.8	)		(424.1	)
Cash and cash equivalents acquired (net)1		(3.8	)		28.9			57.3
Earnout payments		(120.2	)		(199.1	)		(92.3	)
Purchase of other investments (including associates)		(48.1	)		(92.5	)		(260.2	)
Acquisitions		(298.8	)		(477.5	)		(719.3	)
Proceeds on disposal of investments and subsidiaries2		849.0			296.0			80.5
Acquisitions and disposals		550.2			(181.5	)		(638.8	)
Cash consideration for non-controlling interests		(109.9	)		(47.3	)		(58.3	)
Net cash inflow/(outflow)		440.3			(228.8	)		(697.1	)

Notes

¹ In 2018, cash and cash equivalents acquired comprises £11.3 million from acquisitions offset by £15.1 million from disposals.

²  Proceeds on disposal of investments and subsidiaries includes return of capital from investments in associates.

Share repurchases and buy-backs:
	2018 £m			2017 £m			2016 £m
Purchase of own shares by ESOP Trusts	(102.8)			(214.6)			(152.9)
Shares purchased into treasury		(104.3	)		(289.6	)		(274.5	)
Net cash outflow		(207.1	)		(504.2	)		(427.4	)
Net (decrease)/increase in borrowings:
	2018 £m			2017 £m			2016 £m
(Decrease)/increase in drawings on bank loans	(819.3)			785.6			(30.4)
Proceeds from issue of €250 million bonds		218.8			214.0			–
Proceeds from issue of €500 million bonds	438.0			–			–
Repayment of €252 million bonds		(220.0	)		–			–
Partial repayment of $300 million bonds		(20.8	)		–			–
Partial repayment of $500 million bonds		(37.3	)		–			–
Repayment of £400 million bonds		–			(400.0	)		–
Proceeds from issue of £400 million bonds		–			–			400.0
Repayment of €498 million bonds		–			–			(392.1	)
Net cash (outflow)/inflow		(440.6	)		599.6			(22.5	)
Cash and cash equivalents:
	2018 £m			2017 £m			2016 £m
Cash at bank and in hand		2,010.8			2,049.6			2,256.2
Short-term bank deposits		632.4			341.8			180.7
Overdrafts1		(442.0	)		(393.2	)		(534.3	)
		2,201.2			1,998.2			1,902.6

Note

¹  Bank overdrafts are included in cash and cash equivalents because they form an integral part of the Group’s cash management.

The Group considers that the carrying amount of cash and cash equivalents approximates their fair value.

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Intangible assets (Tables)

12 Months Ended

Dec. 31, 2018

Text block [abstract]

Movements of Goodwill

Goodwill

The movements in 2018 and 2017 were as follows:

	£m
Cost:
1 January 2017		13,939.4
Additions1		301.0
Revision of earnout estimates		(60.7	)
Exchange adjustments		(504.4	)
31 December 2017		13,675.3
Additions1		154.4
Revision of earnout estimates		(68.3	)
Exchange adjustments		368.1
31 December 2018		14,129.5
Accumulated impairment losses and write-downs:
1 January 2017		725.1
Impairment losses for the year		27.1
Exchange adjustments		(29.8	)
31 December 2017		722.4
Impairment losses for the year		183.9
Exchange adjustments		20.4
31 December 2018		926.7
Net book value:
31 December 2018		13,202.8
31 December 2017		12,952.9
1 January 2017		13,214.3

Note

¹  Additions represent goodwill arising on the acquisition of subsidiary undertakings including the effect of any revisions to fair value adjustments that had been determined provisionally at the immediately preceding balance sheet date, as permitted by IFRS 3 Business Combinations. The effect of such revisions was not material in either year presented. Goodwill arising on the acquisition of associate undertakings is shown within interests in associates and joint ventures in note 14.

Cash-generating Units with Significant Goodwill

Cash-generating units with significant goodwill as at 31 December are:

	2018 £m		2017 £m
GroupM		2,942.9		2,906.7
Kantar		2,522.9		2,518.2
Wunderman		1,581.2		1,514.5
VMLY&R		930.4		1,091.8
Other		5,225.4		4,921.7
Total goodwill		13,202.8		12,952.9

Movements of Other Intangible Assets

Other intangible assets

The movements in 2018 and 2017 were as follows:

	Brands with an indefinite useful life £m			Acquired intangibles £m			Other £m			Total £m
Cost:
1 January 2017		1,141.3			2,535.5			404.1			4,080.9
Additions		–			–			37.3			37.3
Disposals		–			–			(15.8	)		(15.8	)
New acquisitions		–			79.0			0.8			79.8
Other movements1		–			6.4			7.2			13.6
Exchange adjustments		(60.0	)		(73.1	)		(22.1	)		(155.2	)
31 December 2017		1,081.3			2,547.8			411.5			4,040.6
Additions		–			–			60.4			60.4
Disposals		–			(0.9	)		(37.3	)		(38.2	)
New acquisitions		–			40.3			–			40.3
Other movements1		–			2.9			(7.4	)		(4.5	)
Exchange adjustments		51.5			19.9			10.1			81.5
31 December 2018		1,132.8			2,610.0			437.3			4,180.1
Amortisation and impairment:
1 January 2017		–			1,563.0			300.6			1,863.6
Charge for the year		–			189.4			36.3			225.7
Disposals		–			–			(14.9	)		(14.9	)
Other movements		–			–			2.5			2.5
Exchange adjustments		–			(33.7	)		(21.0	)		(54.7	)
31 December 2017		–			1,718.7			303.5			2,022.2
Charge for the year		–			275.8			38.7			314.5
Disposals		–			(0.7	)		(27.3	)		(28.0	)
Other movements		–			–			(1.9	)		(1.9	)
Exchange adjustments		–			21.4			9.9			31.3
31 December 2018		–			2,015.2			322.9			2,338.1
Net book value:
31 December 2018		1,132.8			594.8			114.4			1,842.0
31 December 2017		1,081.3			829.1			108.0			2,018.4
1 January 2017		1,141.3			972.5			103.5			2,217.3

Note

¹  Other movements in acquired intangibles include revisions to fair value adjustments arising on the acquisition of subsidiary undertakings that had been determined provisionally at the immediately preceding balance sheet date, as permitted by IFRS 3 Business Combinations.

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Property, plant and equipment (Tables)

12 Months Ended

Dec. 31, 2018

Text block [abstract]

Summary of Property, Plant and Equipment

The movements in 2018 and 2017 were as follows:

	Land £m		Freehold buildings £m			Leasehold buildings £m			Fixtures, fittings and equipment £m			Computer equipment £m			Total £m
Cost:
1 January 2017		37.1		126.4			1,012.5			402.6			743.4			2,322.0
Additions		–		4.3			165.0			31.7			87.9			288.9
New acquisitions		–		–			2.0			2.4			1.1			5.5
Disposals		–		(1.2	)		(46.1	)		(40.7	)		(54.6	)		(142.6	)
Exchange adjustments		–		(10.7	)		(51.6	)		(18.8	)		(74.8	)		(155.9	)
31 December 2017		37.1		118.8			1,081.8			377.2			703.0			2,317.9
Additions		–		17.7			161.4			49.9			85.8			314.8
New acquisitions		–		0.1			0.9			1.2			0.9			3.1
Disposals		–		–			(83.5	)		(62.9	)		(109.3	)		(255.7	)
Exchange adjustments		–		(1.1	)		41.8			9.9			10.0			60.6
31 December 2018		37.1		135.5			1,202.4			375.3			690.4			2,440.7
Depreciation:
1 January 2017		–		25.2			509.8			240.0			578.3			1,353.3
Charge for the year		–		6.9			86.7			47.0			90.1			230.7
Disposals		–		(1.9	)		(42.6	)		(35.9	)		(54.4	)		(134.8	)
Exchange adjustments		–		(1.7	)		(27.8	)		(14.2	)		(67.1	)		(110.8	)
31 December 2017		–		28.5			526.1			236.9			546.9			1,338.4
Charge for the year		–		3.1			91.5			44.4			86.1			225.1
Disposals		–		–			(74.6	)		(58.0	)		(107.9	)		(240.5	)
Exchange adjustments		–		(4.5	)		24.3			6.4			8.5			34.7
31 December 2018		–		27.1			567.3			229.7			533.6			1,357.7
Net book value:
31 December 2018		37.1		108.4			635.1			145.6			156.8			1,083.0
31 December 2017		37.1		90.3			555.7			140.3			156.1			979.5
1 January 2017		37.1		101.2			502.7			162.6			165.1			968.7

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Interests in associates, joint ventures and other investments (Tables)

12 Months Ended

Dec. 31, 2018

Investments accounted for using equity method [abstract]

Movements in Associates, Joint Ventures and Other Investments

The movements in 2018 and 2017 were as follows:

	Interests in associates and joint ventures £m			Other investments £m
1 January 2017		1,069.4			1,310.3
Additions		34.5			67.7
Share of results of associate undertakings (note 4)		113.5			–
Dividends		(46.8	)		–
Other movements		3.4			–
Reclassification from other investments to associates		57.1			(57.1	)
Exchange adjustments		(10.6	)		(106.1	)
Disposals		(139.1	)		(1.7	)
Reclassification to subsidiaries		(6.3	)		–
Revaluation of other investments		–			32.1
Amortisation of other intangible assets		(5.7	)		–
Write-downs		(4.2	)		(91.7	)
31 December 2017		1,065.2			1,153.5
Additions		16.7			35.0
Share of results of associate undertakings (note 4)		43.5			–
Dividends		(49.7	)		–
Other movements		1.2			–
Reclassification from other investments to associates		0.3			(0.3	)
Exchange adjustments		12.9			–
Disposals		(304.0	)		(341.7	)
Reclassification to subsidiaries		16.9			–
Revaluation of other investments through profit or loss		–			68.1
Revaluation of other investments through other comprehensive income		–			(247.9	)
Amortisation of other intangible assets		(4.2	)		–
Write-downs		(2.0	)		–
31 December 2018		796.8			666.7

Principal Associates and Joint Ventures

The Group’s principal associates and joint ventures at 31 December 2018 included:

	% owned		Country of incorporation
Barrows Design and Manufacturing (Pty) Limited		35.0		South Africa
Chime Communications Ltd		24.9		UK
CVSC Sofres Media Co Limited		40.0		China
Dat Viet VAC Media Corporation		30.0		Vietnam
GIIR Inc		30.0		Korea
Haworth Marketing & Media Company		49.0		USA
High Co SA		34.1		France
Imagina		22.5		Spain
Marktest Investimentos SGPS S.A.		40.0		Portugal
Nanjing Yindu Ogilvy Advertising Co. Ltd		49.0		China
Richard Attias and Associates1		49.0		USA
Smollan Holdings (Pty) Ltd		24.8		South Africa

Note

¹  The Group sold its shareholding in Richard Attias and Associates in January 2019.

Summary of Aggregate Financial Performance and Net Asset Position of Associates and Joint Ventures

The following tables present a summary of the aggregate financial performance and net asset position of the Group’s associate undertakings and joint ventures. These have been estimated and converted, where appropriate, to an IFRS presentation based on information provided by the relevant companies at 31 December 2018.

	2018 £m			2017 £m			2016 £m
Income statement
Revenue		3,685.8			3,800.8			2,254.5
Operating profit		378.4			440.4			308.3
Profit before taxation		194.7			381.9			237.2
Profit for the year		118.1			312.5			156.7
Balance sheet
Assets		2,940.9			3,192.9			4,223.1
Liabilities		(1,570.6	)		(1,633.7	)		(1,900.0	)
Net assets		1,370.3			1,559.2			2,323.1

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Deferred tax (Tables)

12 Months Ended

Dec. 31, 2018

Text block [abstract]

Analysis of Deferred Tax Balances for Financial Reporting Purposes

The following is the analysis of the deferred tax balances for financial reporting purposes:

	Gross 2018 £m			Offset 2018 £m			As reported 2018 £m			Gross 2017 £m			Offset 2017 £m			As reported 2017 £m
Deferred tax assets		412.0			(259.0	)		153.0			411.8			(251.5	)		160.3
Deferred tax liabilities		(738.5	)		259.0			(479.5	)		(765.2	)		251.5			(513.7	)
		(326.5	)		–			(326.5	)		(353.4	)		–			(353.4	)

Movements of Major Gross Deferred Tax Assets

The following are the major gross deferred tax assets recognised by the Group and movements thereon in 2018 and 2017:

	Deferred compensation £m			Accounting provisions and accruals £m			Retirement benefit obligations £m			Property, plant and equipment £m			Tax losses and credits £m			Share- based payments £m			Restructuring provisions £m			Other temporary differences £m			Total £m
1 January 2017		95.6			80.6			141.4			70.8			89.7			75.8			5.9			38.2			598.0
Acquisition of subsidiaries		–			–			–			–			–			–			–			2.6			2.6
(Charge)/credit to income		(5.5	)		6.6			(10.2	)		6.9			(34.4	)		(0.4	)		(1.5	)		(21.7	)		(60.2	)
Impact of US tax reform		(30.8	)		(8.1	)		(29.1	)		(6.8	)		23.1			(10.9	)		1.6			(1.1	)		(62.1	)
Charge to other comprehensive income		–			–			(20.9	)		–			–			–			–			–			(20.9	)
Charge to equity		–			–			–			–			–			(27.3	)		–			–			(27.3	)
Exchange differences		(5.8	)		5.8			(5.6	)		(2.5	)		(5.7	)		(4.2	)		(0.2	)		(0.1	)		(18.3	)
31 December 2017		53.5			84.9			75.6			68.4			72.7			33.0			5.8			17.9			411.8
Acquisition of subsidiaries		–			–			–			–			–			–			–			2.0			2.0
Credit/(charge) to income		4.7			13.0			(11.2	)		(20.6	)		(8.9	)		(15.3	)		10.7			11.0			(16.6	)
Charge to other comprehensive income		–			–			(0.2	)		–			–			–			–			–			(0.2	)
Charge to equity		–			–			–			–			–			(1.6	)		–			–			(1.6	)
Exchange differences		3.4			3.5			4.3			0.1			3.3			0.7			0.8			0.5			16.6
31 December 2018		61.6			101.4			68.5			47.9			67.1			16.8			17.3			31.4			412.0

Movements of Gross Deferred Tax Liabilities

In addition the Group has recognised the following gross deferred tax liabilities and movements thereon in 2018 and 2017:

	Brands and other intangibles £m			Associate earnings £m			Goodwill £m			Property, plant and equipment £m			Financial instruments £m			Other temporary differences £m			Total £m
1 January 2017		755.9			28.3			232.5			36.2			64.0			33.1			1,150.0
Acquisition of subsidiaries		21.4			–			–			–			–			–			21.4
(Credit)/charge to income		(49.9	)		(6.0	)		0.7			(0.5	)		(3.3	)		5.1			(53.9	)
Impact of US tax reform		(203.8	)		–			(76.3	)		(11.9	)		(22.2	)		18.0			(296.2	)
Charge to other comprehensive income		–			–			–			–			–			3.7			3.7
Exchange differences		(34.4	)		(0.7	)		(16.5	)		(2.6	)		(2.3	)		(3.3	)		(59.8	)
31 December 2017		489.2			21.6			140.4			21.2			36.2			56.6			765.2
Acquisition of subsidiaries		10.7			–			–			–			–			–			10.7
(Credit)/charge to income		(68.8	)		(3.9	)		31.8			(0.3	)		(0.9	)		(20.7	)		(62.8	)
Charge to other comprehensive income		–			–			–			–			–			0.5			0.5
Exchange differences		7.5			(0.1	)		10.1			1.3			4.6			1.5			24.9
31 December 2018		438.6			17.6			182.3			22.2			39.9			37.9			738.5

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Trade and other receivables (Tables)

12 Months Ended

Dec. 31, 2018

Statement [LineItems]

Summary of Aging Analysis of Invoice, Loss Allowance

Based on the aging of the invoice, the loss allowance at 31 December 2018 and 1 January 2018 (on adoption of IFRS 9) is as follows:

31 December 2018	£m		0-90 days £m		91-180 days £m		181 days- 1 year £m		Over 1 year £m
Gross trade receivables		8,178.9		7,621.9		381.5		86.5		89.0
Loss allowance		116.6		11.3		3.8		39.2		62.3
Expected loss rate		1.4%		0.1%		1.0%		45.3%		70.0%

1 January 2018	£m		0-90 days £m		91-180 days £m		181 days- 1 year £m		Over 1 year £m
Gross trade receivables		7,981.0		7,392.6		425.6		78.6		84.2
Loss allowance		91.3		2.9		2.8		24.2		61.4
Expected loss rate		1.1%		–		0.7%		30.8%		73.0%

Within one year [member]

Statement [LineItems]

Summary of Trade and Other Receivables

Amounts falling due within one year:

	2018 £m		20171 £m
Trade receivables (net of bad debt provision)		8,062.2		7,889.7
Work in progress		366.5		401.1
VAT and sales taxes recoverable		264.2		202.3
Prepayments		287.3		298.3
Accrued income		3,541.2		3,205.8
Fair value of derivatives		1.3		1.0
Other debtors		578.8		532.5
		13,101.5		12,530.7

Note

¹  Prior year figures have been restated for the impact of the adoption of IFRS 15 Revenue from Contracts with Customers, as described in the accounting policies.

Over 1 year [member]

Statement [LineItems]

Summary of Trade and Other Receivables

Amounts falling due after more than one year:

	2018 £m		2017 £m
Prepayments		3.0		3.6
Accrued income		16.5		20.5
Fair value of derivatives		8.4		2.1
Other debtors		152.1		150.0
		180.0		176.2

Trade and other receivable [member]

Statement [LineItems]

Ageing of Trade Receivables and Other Financial Assets

The ageing of trade receivables and other financial assets by due date is as follows:

					Past due but not impaired
2018	Carrying amount at 31 December 2018 £m		Neither past due nor impaired £m		0-30 days £m		31-90 days £m		91-180 days £m		181 days- 1 year £m		Greater than 1 year £m
Trade receivables		8,062.2		5,873.7		1,370.7		549.1		128.3		75.6		64.8
Other financial assets		551.7		424.9		61.3		14.2		8.6		7.7		35.0
		8,613.9		6,298.6		1,432.0		563.3		136.9		83.3		99.8
					Past due but not impaired
2017	Carrying amount at 31 December 2017 £m		Neither past due nor impaired £m		0-30 days £m		31-90 days £m		91-180 days £m		181 days- 1 year £m		Greater than 1 year £m
Trade receivables		7,889.7		5,466.6		1,629.6		577.0		143.0		48.8		24.7
Other financial assets		500.4		331.2		107.0		6.6		4.7		10.3		40.6
		8,390.1		5,797.8		1,736.6		583.6		147.7		59.1		65.3

Bad Debt Provisions

Bad debt provisions:

	2018 £m			2017 £m			2016 £m
At beginning of year		91.3			93.8			85.4
New acquisitions		1.5			1.2			1.8
Charged to the income statement		66.7			27.4			15.5
Released to the income statement		(11.6	)		(8.4	)		(6.3	)
Exchange adjustments		2.1			(4.1	)		13.7
Utilisations and other movements		(33.4	)		(18.6	)		(16.3	)
At end of year		116.6			91.3			93.8

XML

Trade and other payables: amounts falling due within one year (Tables)

12 Months Ended

Dec. 31, 2018

Within one year [member]

Statement [LineItems]

Summary of Trade and Other Payables

The following are included in trade and other payables falling due within one year:

	2018 £m		2017 £m
Trade payables		10,524.3		9,893.0
Deferred income		1,253.6		1,212.1
Payments due to vendors (earnout agreements)		148.2		180.7
Liabilities in respect of put option agreements with vendors		36.8		38.6
Fair value of derivatives		2.6		3.5
Other creditors and accruals		3,072.9		2,913.2
		15,038.4		14,241.1

XML

Trade and other payables: amounts falling due after more than one year (Tables)

12 Months Ended

Dec. 31, 2018

Over 1 year [member]

Statement [LineItems]

Summary of Trade and Other Payables

	2018 £m		2017 £m
Payments due to vendors (earnout agreements)		266.5		450.0
Liabilities in respect of put option agreements with vendors		205.2		219.5
Fair value of derivatives		14.2		3.3
Other creditors and accruals		355.5		320.0
		841.4		992.8

Trade and Other Payable [member]

Statement [LineItems]

Maturity Analysis for Non-derivative Financial Liabilities

The following tables set out payments due to vendors, comprising contingent consideration and the Directors’ best estimates of future earnout-related obligations:

	2018 £m		2017 £m
Within one year		148.2		180.7
Between one and two years		140.2		128.3
Between two and three years		38.5		144.1
Between three and four years		50.3		58.3
Between four and five years		20.4		103.1
Over five years		17.1		16.2
		414.7		630.7

Summary of Contingent Consideration

2018 £m		2017 £m
At beginning of year	630.7		976.5
Earnouts paid (note 11)	(120.2	)	(199.1	)
New acquisitions	48.6		163.7
Revision of estimates taken to goodwill (note 12)	(68.3	)	(60.7	)
Revaluation of payments due to vendors (note 6)	(82.6	)	(208.6	)
Exchange adjustments	6.5		(41.1	)
At end of year	414.7		630.7

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Bank overdrafts, bonds and bank loans (Tables)

12 Months Ended

Dec. 31, 2018

Text block [abstract]

Bank Overdrafts, Bonds and Bank Loans Amounts Falling Due Within One Year

Amounts falling due within one year:

	2018 £m		2017 £m
Bank overdrafts		442.0		393.2
Corporate bonds and bank loans		583.1		230.9
		1,025.1		624.1

Corporate Bonds and Bank Loans Amounts Falling Due After More Than One Year

Amounts falling due after more than one year:

	2018 £m		2017 £m
Corporate bonds and bank loans		5,634.8		6,250.4

Maturity Analysis for Non-derivative Financial Liabilities

The corporate bonds, bank loans and overdrafts included within liabilities fall due for repayment as follows:

	2018 £m		2017 £m
Within one year		1,025.1		624.1
Between one and two years		423.8		727.6
Between two and three years		761.0		421.0
Between three and four years		609.8		1,384.2
Between four and five years		670.1		356.6
Over five years		3,170.1		3,361.0
		6,659.9		6,874.5

XML

Provisions for liabilities and charges (Tables)

12 Months Ended

Dec. 31, 2018

Text block [abstract]

Summary of Provisions for Liabilities and Charges

	Property £m			Other £m			Total £m
1 January 2017		58.5			169.4			227.9
Charged to the income statement		4.1			16.9			21.0
Acquisitions1		4.0			22.8			26.8
Utilised		(6.0	)		(21.4	)		(27.4	)
Released to the income statement		(5.5	)		(5.9	)		(11.4	)
Transfers		0.1			7.1			7.2
Exchange adjustments		(2.6	)		(12.5	)		(15.1	)
31 December 2017		52.6			176.4			229.0
Charged to the income statement2		72.1			13.9			86.0
Acquisitions1		0.5			8.3			8.8
Utilised		(5.7	)		(20.1	)		(25.8	)
Released to the income statement		(5.7	)		(4.6	)		(10.3	)
Transfers		2.0			10.9			12.9
Exchange adjustments		2.9			8.2			11.1
31 December 2018		118.7			193.0			311.7

Notes

¹  Acquisitions include £8.4 million (2017: £21.9 million) of provisions arising from revisions to fair value adjustments related to the acquisition of subsidiary undertakings that had been determined provisionally at the immediately preceding balance sheet date, as permitted by IFRS 3 Business Combinations.

²  Amounts charged to the income statement in 2018 include £50.6 million in regard to transformation costs with respect to the strategic initiative of co-locations in major cities.

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Share-based payments (Tables)

12 Months Ended

Dec. 31, 2018

Text block [abstract]

Charges for Share-based Incentive Plans

Charges for share-based incentive plans were as follows:

	2018 £m		2017 £m		2016 £m
Share-based payments (note 5)		84.8		105.0		106.5

Movement on Ordinary Shares Granted for Significant Restricted Stock Plans

Movement on ordinary shares granted for significant restricted stock plans:

	Non-vested 1 January 2018 number m		Granted number m		Lapsed number m			Vested number m			Non-vested 31 December 2018 number m
Executive Performance Share Plan (EPSP)		9.1		0.7		(1.1	)		(2.0	)		6.7
Performance Share Awards (PSA)		1.9		1.4		(0.1	)		(0.9	)		2.3
Leaders, Partners and High Potential Group		6.8		4.8		(0.7	)		(1.8	)		9.1
Weighted average fair value (pence per share):
Executive Performance Share Plan (EPSP)		1,368p		814p		1,500p			1,122p			1,363p
Performance Share Awards (PSA)		1,659p		1,202p		1,522p			1,517p			1,437p
Leaders, Partners and High Potential Group		1,502p		806p		1,472p			1,426p			1,154p

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Provision for post-employment benefits (Tables)

12 Months Ended

Dec. 31, 2018

Statement [LineItems]

Pension Costs

The Group’s pension costs are analysed as follows:

	2018 £m		2017 £m		2016 £m
Defined contribution plans		172.3		175.9		153.5
Defined benefit plans charge to operating profit		18.9		16.1		24.6
Pension costs (note 5)		191.2		192.0		178.1
Net interest expense on pension plans (note 6)		4.4		6.3		6.7
		195.6		198.3		184.8

Weighted Average Assumptions Used For Actuarial Valuations

The main weighted average assumptions used for the actuarial valuations at 31 December are shown in the following table:

	2018 % pa		2017 % pa		2016 % pa		2015 % pa
UK
Discount rate1		2.8		2.4		2.5		3.7
Rate of increase in salaries2		n/a		n/a		3.5		3.1
Rate of increase in pensions in payment		4.3		4.1		4.1		3.9
Inflation		2.8		2.7		2.8		2.4
North America
Discount rate1		4.1		3.5		3.8		4.0
Rate of increase in salaries		3.0		3.1		3.1		3.0
Inflation		n/a		4.0		4.0		2.5
Western Continental Europe
Discount rate1		2.0		1.9		1.7		2.5
Rate of increase in salaries		2.3		1.9		2.0		2.3
Rate of increase in pensions in payment		1.2		1.2		1.3		1.6
Inflation		1.7		1.7		1.7		2.0
Asia Pacific, Latin America, Africa & Middle East and Central & Eastern Europe
Discount rate1		5.0		4.2		4.2		4.2
Rate of increase in salaries		5.8		5.5		5.9		5.8
Inflation		3.6		4.0		4.0		4.0

Notes

¹  Discount rates are based on high-quality corporate bond yields. In countries where there is no deep market in corporate bonds, the discount rate assumption has been set with regard to the yield on long-term government bonds.

²  The salary assumptions are no longer applicable to the UK as all plans were frozen since 2017. Active participants will not accrue additional benefits for future services under these plans.

Life Expectancies For Defined Benefit Pension Plans

At 31 December 2018, the life expectancies underlying the value of the accrued liabilities for the main defined benefit pension plans operated by the Group were as follows:

Years life expectancy after age 65	All plans		North America		UK		Western Continental Europe		Other1
– current pensioners (at age 65) – male		22.2		22.1		23.2		21.1		17.0
– current pensioners (at age 65) – female		23.9		23.6		24.3		24.0		21.4
– future pensioners (current age 45) – male		24.0		23.7		24.8		23.5		17.0
– future pensioners (current age 45) – female		25.7		25.2		26.1		26.2		21.4

Note

¹  Includes Asia Pacific, Latin America, Africa & Middle East and Central & Eastern Europe.

Weighted Average Duration of Defined Benefit Pension Obligations and Distribution of Timing of Benefit Payments

The following table provides information on the weighted average duration of the defined benefit pension obligations and the distribution of the timing of benefit payments for the next 10 years. The duration corresponds to the weighted average length of the underlying cash flows.

	All plans		North America		UK		Western Continental Europe		Other1
Weighted average duration of the defined benefit obligation (years)		11.8		8.5		14.2		15.7		8.2
Expected benefit payments over the next 10 years (£m)
Benefits expected to be paid within 12 months		67.2		36.3		16.4		9.3		5.1
Benefits expected to be paid in 2020		58.4		34.3		12.9		8.6		2.5
Benefits expected to be paid in 2021		58.3		33.7		12.8		8.6		3.1
Benefits expected to be paid in 2022		59.1		33.6		12.7		9.1		3.6
Benefits expected to be paid in 2023		56.6		30.4		12.9		9.4		3.9
Benefits expected to be paid in the next five years		276.6		131.0		66.1		52.8		26.6

Note

¹  Includes Asia Pacific, Latin America, Africa & Middle East and Central & Eastern Europe.

Sensitivity Analysis of Significant Actuarial Assumptions

	Increase/(decrease) in benefit obligation
Sensitivity analysis of significant actuarial assumptions	2018 £m			2017 £m
Discount rate
Increase by 25 basis points
UK		(9.8	)		(13.1	)
North America		(8.8	)		(9.9	)
Western Continental Europe		(8.7	)		(9.2	)
Other1		(0.7	)		(0.6	)
Decrease by 25 basis points
UK		10.3			13.8
North America		9.1			10.2
Western Continental Europe		9.3			9.8
Other1		0.7			0.6
Rate of increase in salaries
Increase by 25 basis points
North America		–			0.1
Western Continental Europe		1.3			1.5
Other1		0.7			0.6
Decrease by 25 basis points
North America		–			(0.1	)
Western Continental Europe		(1.2	)		(1.5	)
Other1		(0.6	)		(0.6	)
Rate of increase in pensions in payment
Increase by 25 basis points
UK		1.3			2.4
Western Continental Europe		5.3			6.2
Decrease by 25 basis points
UK		(0.8	)		(1.9	)
Western Continental Europe		(5.0	)		(5.8	)
Life expectancy
Increase in longevity by one additional year
UK		13.6			16.9
North America		5.7			6.0
Western Continental Europe		6.9			7.0

Note

¹  Includes Asia Pacific, Latin America, Africa & Middle East and Central & Eastern Europe.

Fair Value of Assets and Assessed Present Value of Liabilities in Pension Plans

At 31 December, the fair value of the assets in the pension plans, and the assessed present value of the liabilities in the pension plans are shown in the following table:

	2018 £m			%		2017 £m			%		2016 £m			%
Equities		76.5			9.1		124.6			13.4		161.9			17.3
Bonds		544.9			64.8		520.0			55.9		566.0			60.6
Insured annuities		90.9			10.8		178.5			19.2		63.5			6.8
Property		0.9			0.1		1.3			0.1		1.6			0.2
Cash		31.1			3.7		9.9			1.1		44.9			4.8
Other		96.3			11.5		95.7			10.3		96.3			10.3
Total fair value of assets		840.6			100.0		930.0			100.0		934.2			100.0
Present value of liabilities		(1,024.0	)				(1,135.4	)				(1,209.8	)
Deficit in the plans		(183.4	)				(205.4	)				(275.6	)
Irrecoverable surplus		(0.9	)				(0.9	)				(0.9	)
Net liability1		(184.3	)				(206.3	)				(276.5	)
Plans in surplus		42.8					43.9					28.0
Plans in deficit		(227.1	)				(250.2	)				(304.5	)

Note

¹  The related deferred tax asset is discussed in note 15.

Surplus/(Deficit) in Plans by Region

All plan assets have quoted prices in active markets with the exception of insured annuities and other assets.

Surplus/(deficit) in plans by region	2018 £m			2017 £m			2016 £m
UK		33.7			31.5			20.0
North America		(68.7	)		(89.2	)		(133.8	)
Western Continental Europe		(104.6	)		(107.7	)		(116.9	)
Asia Pacific, Latin America, Africa & Middle East and Central & Eastern Europe		(43.8	)		(40.0	)		(44.9	)
Deficit in the plans		(183.4	)		(205.4	)		(275.6	)

Funded and Unfunded Pension Plans By Region

The following table shows the split of the deficit at 31 December between funded and unfunded pension plans.

	2018 Surplus/ (deficit) £m			2018 Present value  of liabilities £m			2017 Surplus/ (deficit) £m			2017 Present value of liabilities £m			2016 Surplus/ (deficit) £m			2016 Present value of liabilities £m
Funded plans by region
UK		33.7			(290.5	)		31.5			(387.5	)		20.0			(406.4	)
North America		(4.6	)		(375.3	)		(21.4	)		(385.4	)		(56.0	)		(420.4	)
Western Continental Europe		(35.8	)		(168.4	)		(37.9	)		(173.3	)		(48.9	)		(180.9	)
Asia Pacific, Latin America, Africa & Middle East and Central & Eastern Europe		(6.6	)		(19.7	)		(4.2	)		(15.8	)		(5.8	)		(17.2	)
Deficit/liabilities in the funded plans		(13.3	)		(853.9	)		(32.0	)		(962.0	)		(90.7	)		(1,024.9	)
Unfunded plans by region
UK		–			–			–			–			–			–
North America		(64.1	)		(64.1	)		(67.8	)		(67.8	)		(77.8	)		(77.8	)
Western Continental Europe		(68.8	)		(68.8	)		(69.8	)		(69.8	)		(68.0	)		(68.0	)
Asia Pacific, Latin America, Africa & Middle East and Central & Eastern Europe		(37.2	)		(37.2	)		(35.8	)		(35.8	)		(39.1	)		(39.1	)
Deficit/liabilities in the unfunded plans		(170.1	)		(170.1	)		(173.4	)		(173.4	)		(184.9	)		(184.9	)
Deficit/liabilities in the plans		(183.4	)		(1,024.0	)		(205.4	)		(1,135.4	)		(275.6	)		(1,209.8	)

Pension Expense Charged to Operating Profit, Amounts Charged to Finance Costs and Amounts Recognised in Consolidated Statement of Comprehensive Income (OCI)

The following table shows the breakdown of the pension expense between amounts charged to operating profit, amounts charged to finance costs and amounts recognised in the consolidated statement of comprehensive income (OCI):

	2018 £m			2017 £m			2016 £m
Service cost1		15.5			13.0			22.4
Administrative expenses		3.4			3.1			2.2
Charge to operating profit		18.9			16.1			24.6
Net interest expense on pension plans		4.4			6.3			6.7
Charge to profit before taxation for defined benefit plans		23.3			22.4			31.3
Return on plan assets (excluding interest income)		(43.9	)		13.4			66.3
Changes in demographic assumptions underlying the present value of the plan liabilities		3.8			12.7			6.7
Changes in financial assumptions underlying the present value of the plan liabilities		45.2			(17.0	)		(92.6	)
Experience gain arising on the plan liabilities		3.8			7.9			1.0
Change in irrecoverable surplus		–			–			2.7
Actuarial gain/(loss) recognised in OCI		8.9			17.0			(15.9	)

Note

¹  Includes current service cost, past service costs related to plan amendments and (gain)/loss on settlements and curtailments.

Retirement benefit obligation [member]

Statement [LineItems]

Movement in Pension Plan Assets and Liabilities

The following table shows an analysis of the movement in the pension plan liabilities for each accounting period:

	2018 £m			2017 £m			2016 £m
Plan liabilities at beginning of year		1,135.4			1,209.8			1,039.9
Service cost1		15.5			13.0			22.4
Interest cost		30.7			32.9			37.2
Actuarial (gain)/loss
Effect of changes in demographic assumptions		(3.8	)		(12.7	)		(6.7	)
Effect of changes in financial assumptions		(45.2	)		17.0			92.6
Effect of experience adjustments		(3.8	)		(7.9	)		(1.0	)
Benefits paid		(75.6	)		(79.7	)		(92.4	)
Loss/(gain) due to exchange rate movements		30.0			(36.4	)		124.2
Settlement payments2		(70.4	)		(1.2	)		(4.8	)
Other3		11.2			0.6			(1.6	)
Plan liabilities at end of year		1,024.0			1,135.4			1,209.8

Notes

¹  Includes current service cost, past service costs related to plan amendments and (gain)/loss on settlements and curtailments.

²  In 2018, the Group completed the transfer of the defined benefit obligations for certain UK plans to an insurer resulting in £70.4 million settlement payments.

³  Other includes acquisitions, disposals, plan participants’ contributions and reclassifications. The reclassifications represent certain of the Group’s defined benefit plans which are included in this note for the first time in the periods presented.

Plan assets [member]

Statement [LineItems]

Movement in Pension Plan Assets and Liabilities

The following table shows an analysis of the movement in the pension plan assets for each accounting period:

	2018 £m			2017 £m			2016 £m
Fair value of plan assets at beginning of year		930.0			934.2			814.2
Interest income on plan assets		26.3			26.6			30.5
Return on plan assets (excluding interest income)		(43.9	)		13.4			66.3
Employer contributions		44.9			68.2			43.7
Benefits paid		(75.6	)		(79.7	)		(92.4	)
Gain/(loss) due to exchange rate movements		23.0			(28.7	)		78.8
Settlement payments1		(70.4	)		(1.2	)		(4.8	)
Administrative expenses		(3.4	)		(3.1	)		(2.2	)
Other2		9.7			0.3			0.1
Fair value of plan assets at end of year		840.6			930.0			934.2
Actual return on plan assets		(17.6	)		40.0			96.8

Notes

¹  In 2018, the Group completed the transfer of the defined benefit obligations for certain UK plans to an insurer resulting in £70.4 million settlement payments.

²  Other includes acquisitions, disposals, plan participants’ contributions and reclassifications. The reclassifications represent certain of the Group’s defined benefit plans which are included in this note for the first time in the periods presented.

XML

Risk management policies (Tables)

12 Months Ended

Dec. 31, 2018

Text block [abstract]

Committed Facilities

At 31 December 2018, the Group has access to £8.4 billion of committed facilities with maturity dates spread over the years 2019 to 2046 as illustrated below:

	£m		2019 £m		2020 £m		2021 £m		2022 £m		2023+ £m
£ bonds £400m (2.875% ’46)		400.0										400.0
US bond $450m (5.625% ’43)		353.3										353.3
US bond $272m (5.125% ’42)		213.1										213.1
Eurobonds €600m (1.625% ’30)		539.1										539.1
Eurobonds €750m (2.25%,’26)		673.9										673.9
Eurobonds €500m (1.375% ’25)		449.2										449.2
US bond $750m (3.75%,’24)		588.4										588.4
Eurobonds €750m (3.0% ’23)		673.9										673.9
US bond $500m (3.625% ’22)		392.3								392.3
Eurobonds €250m (3m EURIBOR + 0.45% ’22)		224.6								224.6
US bond $812m (4.75% ’21)		637.4						637.4
Bank revolver ($2,500m ’21)		1,961.4						1,961.4
Bank revolver (A$150m ’19, A$370m ’21)		287.3		82.9				204.4
£ bonds £200m (6.375% ’20)		200.0				200.0
Eurobonds €250m (3m EURIBOR + 0.32% ’20)		224.6				224.6
Eurobonds €600m (0.75% ’19)		539.1		539.1
Total committed facilities available		8,357.6		622.0		424.6		2,803.2		616.9		3,890.9
Drawn down facilities at 31 December 2018		6,282.9		571.1		424.6		779.4		616.9		3,890.9
Undrawn committed credit facilities		2,074.7

XML

Financial instruments (Tables)

12 Months Ended

Dec. 31, 2018

Text block [abstract]

Analysis of Financial Assets and Liabilities

An analysis of the Group’s financial assets and liabilities by accounting classification is set out below:

Classification under IFRS 9	Derivatives in designated hedge relationships		Held at fair value through profit or loss			Held at fair  value through other comprehensive income		Amortised cost			Carrying value
	£m		£m			£m		£m			£m
2018
Other investments		–		319.6			347.1		–			666.7
Cash and short-term deposits		–		–			–		2,643.2			2,643.2
Bank overdrafts, bonds and bank loans		–		–			–		(1,025.1	)		(1,025.1	)
Bonds and bank loans		–		–			–		(5,634.8	)		(5,634.8	)
Trade and other receivables: amounts falling due within one year		–		–			–		8,545.6			8,545.6
Trade and other receivables: amounts falling due after more than one year		–		–			–		68.3			68.3
Trade and other payables: amounts falling due within one year		–		–			–		(10,637.3	)		(10,637.3	)
Trade and other payables: amounts falling due after more than one year		–		–			–		(8.4	)		(8.4	)
Derivative assets		8.4		1.3			–		–			9.7
Derivative liabilities		(14.2)		(2.6	)		–		–			(16.8	)
Payments due to vendors (earnout agreements) (note 18)		–		(414.7	)		–		–			(414.7	)
Liabilities in respect of put options		–		(242.0	)		–		–			(242.0	)
		(5.8)		(338.4	)		347.1		(6,048.5	)		(6,045.6	)

Classification under IAS 39	Derivatives in designated hedge relationships			Held for trading			Loans and receivables		Available for sale		Amortised cost			Carrying value
	£m			£m			£m		£m		£m			£m
2017
Other investments		–			–			–		1,153.5		–			1,153.5
Cash and short-term deposits		–			–			2,391.4		–		–			2,391.4
Bank overdrafts, bonds and bank loans		–			–			–		–		(624.1	)		(624.1	)
Bonds and bank loans		–			–			–		–		(6,250.4	)		(6,250.4	)
Trade and other receivables: amounts falling due within one year		–			–			8,328.4		–		–			8,328.4
Trade and other receivables: amounts falling due after more than one year		–			–			61.7		–		–			61.7
Trade and other payables: amounts falling due within one year		–			–			–		–		(9,970.5	)		(9,970.5	)
Trade and other payables: amounts falling due after more than one year		–			–			–		–		(8.5	)		(8.5	)
Derivative assets		2.1			1.0			–		–		–			3.1
Derivative liabilities		(3.3	)		(3.5	)		–		–		–			(6.8	)
Payments due to vendors (earnout agreements) (note 18)		–			(630.7	)		–		–		–			(630.7	)
Liabilities in respect of put options		–			(258.1	)		–		–		–			(258.1	)
		(1.2	)		(891.3	)		10,781.5		1,153.5		(16,853.5	)		(5,811.0	)

Analysis of Financial Instruments Measured at Fair Value

The following table provides an analysis of financial instruments that are measured subsequent to initial recognition at fair value, grouped into levels 1 to 3 based on the degree to which the fair value is observable:

Level 1 fair value measurements are those derived from quoted prices (unadjusted) in active markets for identical assets or liabilities;

Level 2 fair value measurements are those derived from inputs other than quoted prices included within level 1 that are observable for the asset or liability, either directly (ie as prices) or indirectly (ie derived from prices);

Level 3 fair value measurements are those derived from valuation techniques that include inputs for the asset or liability that are not based on observable market data (unobservable inputs).

	Level 1 £m		Level 2 £m			Level 3 £m
2018
Derivatives in designated hedge relationships
Derivative assets		–		8.4			–
Derivative liabilities		–		(14.2	)		–
Held at fair value through profit or loss
Other investments		0.4		–			319.2
Derivative assets		–		1.3			–
Derivative liabilities		–		(2.6	)		–
Payments due to vendors (earnout agreements) (note 18)		–		–			(414.7	)
Liabilities in respect of put options		–		–			(242.0	)
Held at fair value through other comprehensive income
Other investments		128.1		–			219.0

	Level 1 £m		Level 2 £m			Level 3 £m
2017
Derivatives in designated hedge relationships
Derivative assets		–		2.1			–
Derivative liabilities		–		(3.3	)		–
Held for trading
Derivative assets		–		1.0			–
Derivative liabilities		–		(3.5	)		–
Payments due to vendors (earnout agreements) (note 18)		–		–			(630.7	)
Liabilities in respect of put options		–		–			(258.1	)
Available for sale
Other investments		333.2		–			820.3

There have been no transfers between these levels in the periods presented.

Reconciliation of level 3 fair value measurements¹:

	Liabilities in respect of put options £m			Other investments £m
1 January 2017		(297.0	)		881.0
Gains/(losses) recognised in the income statement		52.5			(13.8	)
Gains recognised in other comprehensive income		–			15.1
Exchange adjustments		7.5			(70.9	)
Additions		(40.5	)		67.7
Disposals		–			(1.7	)
Cancellations		2.9			–
Reclassifications from other investments to interests in associates		–			(57.1	)
Settlements		16.5			–
31 December 2017		(258.1	)		820.3
Gains recognised in the income statement		34.5			61.1
Losses recognised in other comprehensive income		–			(140.6	)
Exchange adjustments		1.1			–
Additions		(43.5	)		35.0
Disposals		–			(237.3	)
Cancellations		2.2			–
Reclassifications from other investments to interests in associates		–			(0.3	)
Settlements		21.8			–
31 December 2018		(242.0	)		538.2

Note

¹  The reconciliation of payments due to vendors (earnout agreements) is presented in note 18.

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Authorised and issued share capital (Tables)

12 Months Ended

Dec. 31, 2018

Statement [LineItems]

Summary of Authorised and Issued Share Capital

Equity ordinary shares		Nominal value £m
Authorised
At 1 January 2016	1,750,000,000		175.0
At 31 December 2016	1,750,000,000		175.0
At 31 December 2017	1,750,000,000		175.0
At 31 December 2018	1,750,000,000		175.0
Issued and fully paid
At 1 January 2016	1,329,366,024		132.9
Exercise of share options	2,514,706		0.3
At 31 December 2016	1,331,880,730		133.2
Exercise of share options	630,822		0.1
At 31 December 2017	1,332,511,552		133.3
Exercise of share options	166,675		–
At 31 December 2018	1,332,678,227		133.3

Movements and Weighted-average Exercise Price for Options Granted

Movements on options granted (represented in ordinary shares)

	1 January 2018		Granted		Exercised			Lapsed			Outstanding 31 December 2018		Exercisable 31 December 2018
WPP		6,741		–		–			–			6,741		6,741
WWOP		6,375,750		–		(166,675	)		(688,301	)		5,520,774		5,520,774
WSOP		14,602,950		6,301,400		–			(2,213,250	)		18,691,100		3,403,650
		20,985,441		6,301,400		(166,675	)		(2,901,551	)		24,218,615		8,931,165

Weighted-average exercise price for options over

	1 January 2018		Granted		Exercised		Lapsed		Outstanding 31 December 2018		Exercisable 31 December 2018
Ordinary shares (£)
WPP		9.355		–		–		–		9.355		9.355
WWOP		12.195		–		7.064		12.473		12.290		12.290
WSOP		14.929		8.372		–		14.818		12.753		15.150
ADRs ($)
WWOP		94.752		–		57.031		99.731		95.453		95.453
WSOP		101.047		53.140		–		98.978		84.893		115.940

Range of Exercise Prices of Options

Options over ordinary shares

Outstanding

Range of exercise prices £	Weighted average exercise price £	Weighted average contractual life Months
5.483 – 17.055	12.656	96

Options over ADRs

Outstanding

Range of exercise prices $	Weighted average exercise price $	Weighted average contractual life Months
44.560 – 115.940	87.703	93

Weighted Average Fair Value of Options Granted and Weighted Average Assumptions

The weighted average fair value of options granted in the year calculated using the Black-Scholes model was as follows:

	2018		2017		2016
Fair value of UK options (shares)		107.0p		112.0p		135.0p
Fair value of US options (ADRs)		$8.09		$9.40		$9.94
Weighted average assumptions:
UK Risk-free interest rate		0.78%		0.57%		0.44%
US Risk-free interest rate		2.74%		2.05%		1.60%
Expected life (months)		48		48		48
Expected volatility		24%		17%		16%
Dividend yield		3.5%		2.9%		2.8%

WPP Executive Share Option Scheme [member]

Statement [LineItems]

Options Granted

As at 31 December 2018, unexercised options over ordinary shares of 6,741 have been granted under the WPP Executive Share Option Scheme as follows:

Number of ordinary shares under option	Exercise price per share (£)		Exercise dates
3,696		8.333		2015 -  2022
3,045		10.595		2016 -  2023

WPP Worldwide Share Ownership Program [member]

Statement [LineItems]

Options Granted

As at 31 December 2018, unexercised options over ordinary shares of 3,187,979 and unexercised options over ADRs of 466,559 have been granted under the WPP Worldwide Share Ownership Programme as follows:

Number of ordinary shares under option	Exercise price per share (£)		Exercise dates
28,275		5.483		2012 - 2019
18,000		5.483		2013 - 2019
750		5.608		2012 - 2019
95,000		6.268		2014 - 2021
44,125		6.268		2015 - 2021
61,625		7.113		2013 - 2020
30,250		7.113		2014 - 2020
233,129		8.458		2015 - 2022
52,000		13.145		2017 - 2021
1,959,975		13.145		2017 - 2024
4,750		13.145		2018 - 2024
642,975		13.505		2016 - 2023
17,125		13.505		2017 - 2023

Number of ADRs under option	Exercise price per ADR ($)		Exercise dates
11,855		44.560		2012 - 2019
29,025		49.230		2014 - 2021
19,200		56.560		2013 - 2020
44,964		67.490		2015 - 2022
195,890		102.670		2017 - 2024
165,625		110.760		2016 - 2023

WPP Share Option Plan 2015 [member]

Statement [LineItems]

Options Granted

As at 31 December 2018, unexercised options over ordinary shares of 12,257,750 and unexercised options over ADRs of 1,286,670 have been granted under the WPP Share Option Plan 2015 as follows:

Number of ordinary shares under option	Exercise price per share (£)		Exercise dates
23,750		8.372		2021 - 2025
4,053,925		8.372		2021 - 2028
23,875		13.085		2020 - 2024
3,245,325		13.085		2020 - 2027
66,125		15.150		2018 - 2022
2,211,900		15.150		2018 - 2025
5,750		15.150		2019 - 2025
15,875		17.055		2019 - 2023
2,611,225		17.055		2019 - 2026

Number of ADRs under option	Exercise price per ADR ($)		Exercise dates
439,205		53.140		2021 - 2028
340,225		88.260		2020 - 2027
282,115		105.490		2020 - 2026
225,125		115.940		2018 - 2025

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Other reserves (Tables)

12 Months Ended

Dec. 31, 2018

Text block [abstract]

Summary of Other Reserves

Other reserves comprise the following:

	Capital redemption reserve £m		Equity reserve £m			Revaluation reserve £m			Translation reserve £m			Total other reserves £m
1 January 2016		2.7		(225.2	)		364.4			(151.6	)		(9.7	)
Exchange adjustments on foreign currency net investments		–		–			–			1,309.9			1,309.9
Loss on revaluation of available for sale investments		–		–			(93.1	)		–			(93.1	)
Recognition and remeasurement of financial instruments		–		(21.9	)		–			–			(21.9	)
31 December 2016		2.7		(247.1	)		271.3			1,158.3			1,185.2
Exchange adjustments on foreign currency net investments		–		–			–			(445.5	)		(445.5	)
Gain on revaluation of available for sale investments		–		–			32.1			–			32.1
Recognition and remeasurement of financial instruments		–		(10.1	)		–			–			(10.1	)
31 December 2017		2.7		(257.2	)		303.4			712.8			761.7
Exchange adjustments on foreign currency net investments		–		–			–			69.9			69.9
Accounting policy change (IFRS 9)1		–		–			(303.4	)		(104.0	)		(407.4	)
Recognition and remeasurement of financial instruments		–		(30.7	)		–			–			(30.7	)
31 December 2018		2.7		(287.9	)		–			678.7			393.5

Note

¹  Due to the adoption of IFRS 9, cumulative gains and losses on revaluation of available for sale investments have been transferred to retained earnings, as described in the accounting policies.

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Acquisitions (Tables)

12 Months Ended

Dec. 31, 2018

Text block [abstract]

Book Values of Identifiable Assets and Liabilities Acquired and Their Fair Value

Acquisitions in 2018

The Group acquired a number of subsidiaries in the year. The following table sets out the book values of the identifiable assets and liabilities acquired and their fair value to the Group. The fair value adjustments for certain acquisitions have been determined provisionally at the balance sheet date.

	Book value at acquisition £m			Fair value adjustments £m			Fair value to Group £m
Intangible assets		–			40.3			40.3
Property, plant and equipment		3.1			–			3.1
Cash		5.0			–			5.0
Trade receivables due within one year		43.7			–			43.7
Other current assets		20.3			–			20.3
Total assets		72.1			40.3			112.4
Current liabilities		(42.8	)		–			(42.8	)
Trade and other payables due after one year		(2.4	)		(13.5	)		(15.9	)
Deferred tax liabilities		–			(9.9	)		(9.9	)
Provisions		–			(0.4	)		(0.4	)
Total liabilities		(45.2	)		(23.8	)		(69.0	)
Net assets		26.9			16.5			43.4
Non-controlling interests								(6.3	)
Fair value of equity stake in associate undertakings before acquisition of controlling interest								(3.1	)
Goodwill								141.6
Consideration								175.6
Consideration satisfied by:
Cash								127.4
Payments due to vendors								48.2

Goodwill arising from acquisitions represents the value of synergies with our existing portfolio of businesses and skilled staff to deliver services to our clients. Goodwill that is expected to be deductible for tax purposes is £65.3 million.

Non-controlling interests in acquired companies are measured at the non-controlling interests’ proportionate share of the acquiree’s identifiable net assets.

The contribution to revenue and operating profit of acquisitions completed in the year was not material. There were no material acquisitions completed between 31 December 2018 and the date the financial statements have been authorised for issue.

Acquisitions in 2017

The Group acquired a number of subsidiaries in the year. The following table sets out the book values of the identifiable assets and liabilities acquired and their fair value to the Group. The fair value adjustments for certain acquisitions have been determined provisionally at the balance sheet date.

	Book value at acquisition £m			Fair value adjustments £m			Fair value to Group £m
Intangible assets		0.8			79.0			79.8
Property, plant and equipment		5.5			–			5.5
Cash		28.9			–			28.9
Trade receivables due within one year		74.4			–			74.4
Other current assets		20.1			–			20.1
Total assets		129.7			79.0			208.7
Current liabilities		(76.0	)		–			(76.0	)
Trade and other payables due after one year		(10.2	)		(20.5	)		(30.7	)
Deferred tax liabilities		–			(16.8	)		(16.8	)
Provisions		(0.1	)		(4.8	)		(4.9	)
Total liabilities		(86.3	)		(42.1	)		(128.4	)
Net assets		43.4			36.9			80.3
Non-controlling interests								(13.9	)
Fair value of equity stake in associate undertakings before acquisition of controlling interest								(5.7	)
Goodwill								314.3
Consideration								375.0
Consideration satisfied by:
Cash								213.7
Payments due to vendors								161.3

Goodwill arising from acquisitions represents the value of synergies with our existing portfolio of businesses and skilled staff to deliver services to our clients. Goodwill that is expected to be deductible for tax purposes is £63.9 million.

Non-controlling interests in acquired companies are measured at the non-controlling interests’ proportionate share of the acquiree’s identifiable net assets.

The contribution to revenue and operating profit of acquisitions completed in the year was not material.

Acquisitions in 2016

The Group acquired a number of subsidiaries in the year. The following table sets out the book values of the identifiable assets and liabilities acquired and their fair value to the Group. The fair value adjustments for certain acquisitions have been determined provisionally at the balance sheet date.

	Book value at acquisition £m			Fair value adjustments £m			Fair value to Group £m
Intangible assets		10.5			319.1			329.6
Property, plant and equipment		20.6			–			20.6
Cash		57.1			–			57.1
Trade receivables due within one year		249.5			–			249.5
Other current assets		78.0			–			78.0
Total assets		415.7			319.1			734.8
Current liabilities		(299.4	)		(2.8	)		(302.2	)
Trade and other payables due after one year		(40.4	)		(59.5	)		(99.9	)
Deferred tax liabilities		–			(96.1	)		(96.1	)
Provisions		(0.1	)		(11.5	)		(11.6	)
Bank loans		(144.4	)		–			(144.4	)
Total liabilities		(484.3	)		(169.9	)		(654.2	)
Net assets		(68.6	)		149.2			80.6
Non-controlling interests								(15.0	)
Fair value of equity stake in associate undertakings before acquisition of controlling interest								(98.5	)
Goodwill								799.3
Consideration								766.4
Consideration satisfied by:
Cash								423.3
Payments due to vendors								343.1

Goodwill arising from acquisitions represents the value of synergies with our existing portfolio of businesses and skilled staff to deliver services to our clients. Goodwill that is expected to be deductible for tax purposes is £54.8 million.

Non-controlling interests in acquired companies are measured at the non-controlling interests’ proportionate share of the acquiree’s identifiable net assets.

The contribution to revenue and operating profit of acquisitions completed in the year was not material.

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Reconciliation of profit before interest and taxation to headline PBIT (Tables)

12 Months Ended

Dec. 31, 2018

Text block [abstract]

Summary of Reconciliation of Profit Before Interest and Taxation to Headline PBIT

	2018 £m			2017 £m			2016 £m
Profit before interest and taxation		1,474.9			2,021.7			2,112.9
Amortisation and impairment of acquired intangible assets		280.0			195.1			168.4
Goodwill impairment		183.9			27.1			27.0
Gains on disposal of investments and subsidiaries	(235.5)			(129.0)			(44.3)
(Gains)/losses on remeasurement of equity interests arising from a change in scope of ownership		(2.0	)		0.3			(232.4	)
Investment write-downs		2.0			95.9			86.1
Restructuring and transformation costs		302.3			56.8			27.4
Share of exceptional losses/(gains) of associates		41.7			(0.8	)		15.2
Headline PBIT		2,047.3			2,267.1			2,160.3

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Condensed consolidating financial information for bonds issued (Tables)

12 Months Ended

Dec. 31, 2018

Condensed Consolidating Financial Information for Bonds Issued by WPP Finance 2010 with WPP plc as Parent Guarantor and WPP Air 1, WPP 2008 Limited, WPP 2005 Limited, WPP 2012 Limited, and WPP Jubilee Limited as Subsidiary Guarantors [member]

Statement [LineItems]

Condensed Consolidating Income Statement Information

Condensed consolidating income statement information

For the year ended 31 December 2018, £m

	WPP plc			Subsidiary Guarantors			WPP Finance 2010			Other Subsidiaries			Reclassifications / Eliminations			Consolidated WPP plc
Revenue		—			—			—			15,602.4			—			15,602.4
Costs of services		—			—			—			(12,663.5	)		—			(12,663.5	)
Gross profit		—			—			—			2,938.9			—			2,938.9
General and administrative costs		10.8			(305.8	)		—			(1,212.5	)		—			(1,507.5	)
Operating profit/(loss)		10.8			(305.8	)		—			1,726.4			—			1,431.4
Share of results of subsidiaries		1,179.2			1,710.2			—			—			(2,889.4	)		—
Share of results of associates		—			—			—			43.5			—			43.5
Profit before interest and taxation		1,190.0			1,404.4			—			1,769.9			(2,889.4	)		1,474.9
Finance income		—			27.8			102.3			300.6			(325.9	)		104.8
Finance costs		(127.1	)		(248.9	)		(103.1	)		(136.1	)		325.9			(289.3	)
Revaluation of financial instruments		—			—			(1.1	)		174.0			—			172.9
Profit/(loss) before taxation		1,062.9			1,183.3			(1.9	)		2,108.4			(2,889.4	)		1,463.3
Taxation		—			(4.1	)		—			(319.8	)		—			(323.9	)
Profit/(loss) for the year		1,062.9			1,179.2			(1.9	)		1,788.6			(2,889.4	)		1,139.4
Attributable to:
Equity holders of the parent		1,062.9			1,179.2			(1.9	)		1,712.1			(2,889.4	)		1,062.9
Non-controlling interests		—			—			—			76.5			—			76.5
		1,062.9			1,179.2			(1.9	)		1,788.6			(2,889.4	)		1,139.4

For the year ended 31 December 2017, £m¹

	WPP plc			Subsidiary Guarantors			WPP Finance 2010			Other Subsidiaries			Reclassifications / Eliminations			Consolidated WPP plc
Revenue		—			—			—			15,804.2			—			15,804.2
Costs of services		—			—			—			(12,629.0	)		—			(12,629.0	)
Gross profit		—			—			—			3,175.2			—			3,175.2
General and administrative costs		14.1			74.7			—			(1,355.8	)		—			(1,267.0	)
Operating profit		14.1			74.7			—			1,819.4			—			1,908.2
Share of results of subsidiaries		1,901.2			2,016.5			—			—			(3,917.7	)		—
Share of results of associates		—			—			—			113.5			—			113.5
Profit before interest and taxation		1,915.3			2,091.2			—			1,932.9			(3,917.7	)		2,021.7
Finance income		—			24.5			110.6			262.8			(302.7	)		95.2
Finance costs		(99.3	)		(221.5	)		(103.4	)		(148.3	)		302.7			(269.8	)
Revaluation of financial instruments		0.6			—			(5.4	)		267.0			—			262.2
Profit before taxation		1,816.6			1,894.2			1.8			2,314.4			(3,917.7	)		2,109.3
Taxation		—			7.0			—			(204.0	)		—			(197.0	)
Profit for the year		1,816.6			1,901.2			1.8			2,110.4			(3,917.7	)		1,912.3
Attributable to:
Equity holders of the parent		1,816.6			1,901.2			1.8			2,014.7			(3,917.7	)		1,816.6
Non-controlling interests		—			—			—			95.7			—			95.7
		1,816.6			1,901.2			1.8			2,110.4			(3,917.7	)		1,912.3

Note

¹  Prior year figures have been restated for the impact of the adoption of IFRS 15 Revenue from Contracts with Customers, as described in the accounting policies.

For the year ended 31 December 2016, £m¹

	WPP plc			Subsidiary Guarantors			WPP Finance 2010			Other Subsidiaries			Reclassifications / Eliminations			Consolidated WPP plc
Revenue		—			—			—			14,887.3			—			14,887.3
Costs of services		—			—			—			(11,846.5	)		—			(11,846.5	)
Gross profit		—			—			—			3,040.8			—			3,040.8
General and administrative costs		13.8			(828.2	)		(0.1	)		(163.2	)		—			(977.7	)
Operating profit/(loss)		13.8			(828.2	)		(0.1	)		2,877.6			—			2,063.1
Share of results of subsidiaries		1,497.4			2,518.2			—			—			(4,015.6	)		—
Share of results of associates		—			—			—			49.8			—			49.8
Profit/(loss) before interest and taxation		1,511.2			1,690.0			(0.1	)		2,927.4			(4,015.6	)		2,112.9
Finance income		—			28.8			121.1			231.9			(301.4	)		80.4
Finance costs		(102.5	)		(222.1	)		(98.8	)		(132.5	)		301.4			(254.5	)
Revaluation of financial instruments		(8.6	)		—			7.0			(46.7	)		—			(48.3	)
Profit before taxation		1,400.1			1,496.7			29.2			2,980.1			(4,015.6	)		1,890.5
Taxation		—			0.7			—			(389.6	)		—			(388.9	)
Profit for the year		1,400.1			1,497.4			29.2			2,590.5			(4,015.6	)		1,501.6
Attributable to:
Equity holders of the parent		1,400.1			1,497.4			29.2			2,489.0			(4,015.6	)		1,400.1
Non-controlling interests		—			—			—			101.5			—			101.5
		1,400.1			1,497.4			29.2			2,590.5			(4,015.6	)		1,501.6

Note

¹  Prior year figures have been restated for the impact of the adoption of IFRS 15 Revenue from Contracts with Customers, as described in the accounting policies.

Condensed Consolidating Statement of Comprehensive Income

Condensed consolidating statement of comprehensive income

For the year ended 31 December 2018, £m

	WPP plc			Subsidiary Guarantors			WPP Finance 2010			Other Subsidiaries			Reclassifications / Eliminations			Consolidated WPP plc
Profit/(loss) for the year		1,062.9			1,179.2			(1.9	)		1,788.6			(2,889.4	)		1,139.4
Items that may be reclassified subsequently to profit or loss:
Exchange adjustments on foreign currency net investments		69.9			69.9			0.6			78.3			(139.8	)		78.9
		69.9			69.9			0.6			78.3			(139.8	)		78.9
Items that will not be reclassified subsequently to profit or loss:
Actuarial gain on defined benefit pension plans		8.9			8.9			—			8.9			(17.8	)		8.9
Deferred tax on defined benefit pension plans		(0.7	)		(0.7	)		—			(0.7	)		1.4			(0.7	)
Movements on equity investments held at fair value through other comprehensive income		(247.9	)		(247.9	)		—			(247.9	)		495.8			(247.9	)
		(239.7	)		(239.7	)		—			(239.7	)		479.4			(239.7	)
Other comprehensive (loss)/income for the year		(169.8	)		(169.8	)		0.6			(161.4	)		339.6			(160.8	)
Total comprehensive income/(loss) for the year		893.1			1,009.4			(1.3	)		1,627.2			(2,549.8	)		978.6
Attributable to:
Equity holders of the parent		893.1			1,009.4			(1.3	)		1,541.7			(2,549.8	)		893.1
Non-controlling interests		—			—			—			85.5			—			85.5
		893.1			1,009.4			(1.3	)		1,627.2			(2,549.8	)		978.6

For the year ended 31 December 2017, £m

	WPP plc			Subsidiary Guarantors			WPP Finance 2010			Other Subsidiaries			Reclassifications / Eliminations			Consolidated WPP plc
Profit for the year		1,816.6			1,901.2			1.8			2,110.4			(3,917.7	)		1,912.3
Items that may be reclassified subsequently to profit or loss:
Exchange adjustments on foreign currency net investments		(445.5	)		(445.5	)		(0.6	)		(464.6	)		891.0			(465.2	)
Gain on revaluation of available for sale investments		32.1			32.1			—			32.1			(64.2	)		32.1
		(413.4	)		(413.4	)		(0.6	)		(432.5	)		826.8			(433.1	)
Items that will not be reclassified subsequently to profit or loss:
Actuarial gain on defined benefit pension plans		17.0			17.0			—			17.0			(34.0	)		17.0
Deferred tax on defined benefit pension plans		(24.6	)		(24.6	)		—			(24.6	)		49.2			(24.6	)
		(7.6	)		(7.6	)		—			(7.6	)		15.2			(7.6	)
Other comprehensive loss for the year		(421.0	)		(421.0	)		(0.6	)		(440.1	)		842.0			(440.7	)
Total comprehensive income for the year		1,395.6			1,480.2			1.2			1,670.3			(3,075.7	)		1,471.6
Attributable to:
Equity holders of the parent		1,395.6			1,480.2			1.2			1,594.3			(3,075.7	)		1,395.6
Non-controlling interests		—			—			—			76.0			—			76.0
		1,395.6			1,480.2			1.2			1,670.3			(3,075.7	)		1,471.6

For the year ended 31 December 2016, £m

	WPP plc			Subsidiary Guarantors			WPP Finance 2010			Other Subsidiaries			Reclassifications / Eliminations			Consolidated WPP plc
Profit for the year		1,400.1			1,497.4			29.2			2,590.5			(4,015.6	)		1,501.6
Items that may be reclassified subsequently to profit or loss:
Exchange adjustments on foreign currency net investments		1,309.9			1,309.9			(1.2	)		1,379.2			(2,619.8	)		1,378.0
Loss on revaluation of available for sale investments		(93.1	)		(93.1	)		—			(93.1	)		186.2			(93.1	)
		1,216.8			1,216.8			(1.2	)		1,286.1			(2,433.6	)		1,284.9
Items that will not be reclassified subsequently to profit or loss:
Actuarial loss on defined benefit pension plans		(15.9	)		(15.9	)		—			(15.9	)		31.8			(15.9	)
Deferred tax on defined benefit pension plans		(0.4	)		(0.4	)		—			(0.4	)		0.8			(0.4	)
		(16.3	)		(16.3	)		—			(16.3	)		32.6			(16.3	)
Other comprehensive income/(loss) for the year		1,200.5			1,200.5			(1.2	)		1,269.8			(2,401.0	)		1,268.6
Total comprehensive income for the year		2,600.6			2,697.9			28.0			3,860.3			(6,416.6	)		2,770.2
Attributable to:
Equity holders of the parent		2,600.6			2,697.9			28.0			3,690.7			(6,416.6	)		2,600.6
Non-controlling interests		—			—			—			169.6			—			169.6
		2,600.6			2,697.9			28.0			3,860.3			(6,416.6	)		2,770.2

Condensed Consolidating Cash Flow Statement Information

Condensed consolidating cash flow statement information

For the year ended 31 December 2018, £m

	WPP plc			Subsidiary Guarantors			WPP Finance 2010			Other Subsidiaries			Reclassifications/ Eliminations		Consolidated WPP plc
Net cash inflow/(outflow) from operating activities		2,308.8			(271.1	)		42.9			(386.8	)		—		1,693.8
Investing activities
Acquisitions		—			—			—			(298.8	)		—		(298.8	)
Proceeds on disposal of investments and subsidiaries		—			—			—			849.0			—		849.0
Purchases of property, plant and equipment		—			(10.4	)		—			(304.4	)		—		(314.8	)
Purchases of other intangible assets (including capitalised computer software)		—			—			—			(60.4	)		—		(60.4	)
Proceeds on disposal of property, plant and equipment		—			—			—			9.5			—		9.5
Net cash inflow/(outflow) from investing activities		—			(10.4	)		—			194.9			—		184.5
Financing activities
Share option proceeds		1.2			—			—			—			—		1.2
Cash consideration for non-controlling interests		—			(0.3	)		—			(109.6	)		—		(109.9	)
Share repurchases and buy-backs		(104.3	)		—			—			(102.8	)		—		(207.1	)
Net decrease in borrowings		—			—			(58.1	)		(382.5	)		—		(440.6	)
Financing and share issue costs		—			—			—			(3.8	)		—		(3.8	)
Equity dividends paid		(747.4	)		—			—			—			—		(747.4	)
Dividends paid to non-controlling interests in subsidiary undertakings		—			—			—			(106.2	)		—		(106.2	)
Net cash outflow from financing activities		(850.5	)		(0.3	)		(58.1	)		(704.9	)		—		(1,613.8	)
Net increase/(decrease) in cash and cash equivalents		1,458.3			(281.8	)		(15.2	)		(896.8	)		—		264.5
Translation of cash and cash equivalents		(4.7	)		(51.5	)		(5.4	)		0.1			—		(61.5	)
Cash and cash equivalents at beginning of year		(2,627.7	)		(1,636.8	)		(27.4	)		6,290.1			—		1,998.2
Cash and cash equivalents at end of year		(1,174.1	)		(1,970.1	)		(48.0	)		5,393.4			—		2,201.2

For the year ended 31 December 2017, £m

	WPP plc			Subsidiary Guarantors			WPP Finance 2010			Other Subsidiaries			Reclassifications/ Eliminations		Consolidated WPP plc
Net cash inflow/(outflow) from operating activities		32.9			(49.7	)		(13.6	)		1,438.5			—		1,408.1
Investing activities
Acquisitions		—			—			—			(477.5	)		—		(477.5	)
Proceeds on disposal of investments and subsidiaries		—			—			—			296.0			—		296.0
Purchases of property, plant and equipment		—			(10.4	)		—			(278.5	)		—		(288.9	)
Purchases of other intangible assets (including capitalised computer software)		—			—			—			(37.3	)		—		(37.3	)
Proceeds on disposal of property, plant and equipment		—			—			—			8.0			—		8.0
Net cash outflow from investing activities		—			(10.4	)		—			(489.3	)		—		(499.7	)
Financing activities
Share option proceeds		6.4			—			—			—			—		6.4
Cash consideration for non-controlling interests		—			(1.4	)		—			(45.9	)		—		(47.3	)
Share repurchases and buy-backs		(289.6	)		—			—			(214.6	)		—		(504.2	)
Net increase/(decrease) in borrowings		(400.0	)		—			—			999.6			—		599.6
Financing and share issue costs		—			—			—			(0.8	)		—		(0.8	)
Equity dividends paid		(751.5	)		—			—			—			—		(751.5	)
Dividends paid to non-controlling interests in subsidiary undertakings		—			—			—			(87.8	)		—		(87.8	)
Net cash (outflow)/inflow from financing activities		(1,434.7	)		(1.4	)		—			650.5			—		(785.6	)
Net increase/(decrease) in cash and cash equivalents		(1,401.8	)		(61.5	)		(13.6	)		1,599.7			—		122.8
Translation of cash and cash equivalents		(0.9	)		48.4			1.3			(76.0	)		—		(27.2	)
Cash and cash equivalents at beginning of year		(1,225.0	)		(1,623.7	)		(15.1	)		4,766.4			—		1,902.6
Cash and cash equivalents at end of year		(2,627.7	)		(1,636.8	)		(27.4	)		6,290.1			—		1,998.2

For the year ended 31 December 2016, £m

	WPP plc			Subsidiary Guarantors			WPP Finance 2010			Other Subsidiaries			Reclassifications/ Eliminations		Consolidated WPP plc
Net cash inflow/(outflow) from operating activities		963.1			1,002.2			65.5			(257.0	)		—		1,773.8
Investing activities
Acquisitions		—			—			—			(719.3	)		—		(719.3	)
Proceeds on disposal of investments and subsidiaries		—			—			—			80.5			—		80.5
Purchases of property, plant and equipment		—			(1.1	)		—			(251.0	)		—		(252.1	)
Purchases of other intangible assets (including capitalised computer software)		—			—			—			(33.0	)		—		(33.0	)
Proceeds on disposal of property, plant and equipment		—			—			—			7.7			—		7.7
Net cash outflow from investing activities		—			(1.1	)		—			(915.1	)		—		(916.2	)
Financing activities
Share option proceeds		27.2			—			—			—			—		27.2
Cash consideration for non-controlling interests		—			(1.3	)		—			(57.0	)		—		(58.3	)
Share repurchases and buy-backs		(274.5	)		—			—			(152.9	)		—		(427.4	)
Net (decrease)/increase in borrowings		(392.1	)		—			—			369.6			—		(22.5	)
Financing and share issue costs		—			—			—			(6.4	)		—		(6.4	)
Equity dividends paid		(616.5	)		—			—			—			—		(616.5	)
Dividends paid to non-controlling interests in subsidiary undertakings		—			—			—			(89.6	)		—		(89.6	)
Net cash (outflow)/inflow from financing activities		(1,255.9	)		(1.3	)		—			63.7			—		(1,193.5	)
Net (decrease)/increase in cash and cash equivalents		(292.8	)		999.8			65.5			(1,108.4	)		—		(335.9	)
Translation of cash and cash equivalents		(5.7	)		(154.6	)		(13.1	)		465.3			—		291.9
Cash and cash equivalents at beginning of year		(926.5	)		(2,468.9	)		(67.5	)		5,409.5			—		1,946.6
Cash and cash equivalents at end of year		(1,225.0	)		(1,623.7	)		(15.1	)		4,766.4			—		1,902.6

Condensed Consolidating Balance Sheet Information

Condensed consolidating balance sheet information

For the year ended 31 December 2018, £m

	WPP plc			Subsidiary Guarantors			WPP Finance 2010			Other Subsidiaries			Reclassifications/ Eliminations			Consolidated WPP plc
Non-current assets
Intangible assets:
Goodwill		—			—			—			13,202.8			—			13,202.8
Other		—			—			—			1,842.0			—			1,842.0
Property, plant and equipment		—			26.1			—			1,056.9			—			1,083.0
Investment in subsidiaries		15,463.9			29,497.8			—			—			(44,961.7	)		—
Interests in associates and joint ventures		—			—			—			796.8			—			796.8
Other investments		—			—			—			666.7			—			666.7
Deferred tax assets		—			—			—			153.0			—			153.0
Trade and other receivables		—			—			—			180.0			—			180.0
Intercompany receivables		—			205.4			2,182.9			7,657.7			(10,046.0	)		—
		15,463.9			29,729.3			2,182.9			25,555.9			(55,007.7	)		17,924.3
Current assets
Corporate income tax recoverable		—			—			—			198.7			—			198.7
Trade and other receivables		0.6			497.9			0.1			12,602.9			—			13,101.5
Intercompany receivables		1,675.6			1,720.6			55.2			8,129.9			(11,581.3	)		—
Cash and short-term deposits		—			21.1			41.4			5,835.4			(3,254.7	)		2,643.2
		1,676.2			2,239.6			96.7			26,766.9			(14,836.0	)		15,943.4
Current liabilities
Trade and other payables		(3.7	)		(57.5	)		(21.6	)		(14,955.6	)		—			(15,038.4	)
Intercompany payables		(5,190.3	)		(6,250.5	)		(0.9	)		(139.6	)		11,581.3			—
Corporate income tax payable		—			—			—			(545.9	)		—			(545.9	)
Bank overdrafts, bonds and bank loans		(1,174.1	)		(1,991.2	)		(89.4	)		(1,025.1	)		3,254.7			(1,025.1	)
		(6,368.1	)		(8,299.2	)		(111.9	)		(16,666.2	)		14,836.0			(16,609.4	)
Net current (liabilities)/assets		(4,691.9	)		(6,059.6	)		(15.2	)		10,100.7			—			(666.0	)
Total assets less current liabilities		10,772.0			23,669.7			2,167.7			35,656.6			(55,007.7	)		17,258.3
Non-current liabilities
Bonds and bank loans		—			—			(2,151.8	)		(3,483.0	)		—			(5,634.8	)
Trade and other payables		—			—			(5.5	)		(835.9	)		—			(841.4	)
Intercompany payables		(1,389.8	)		(8,205.8	)		—			(450.4	)		10,046.0			—
Deferred tax liabilities		—			—			—			(479.5	)		—			(479.5	)
Provision for post-employment benefits		—			—			—			(184.3	)		—			(184.3	)
Provisions for liabilities and charges		—			—			—			(311.7	)		—			(311.7	)
		(1,389.8	)		(8,205.8	)		(2,157.3	)		(5,744.8	)		10,046.0			(7,451.7	)
Net assets		9,382.2			15,463.9			10.4			29,911.8			(44,961.7	)		9,806.6
Attributable to:
Equity shareholders’ funds		9,382.2			15,463.9			10.4			29,487.4			(44,961.7	)		9,382.2
Non-controlling interests		—			—			—			424.4			—			424.4
Total equity		9,382.2			15,463.9			10.4			29,911.8			(44,961.7	)		9,806.6

At 31 December 2017, £m¹

	WPP plc			Subsidiary Guarantors			WPP Finance 2010			Other Subsidiaries			Reclassifications/ Eliminations			Consolidated WPP plc
Non-current assets
Intangible assets:
Goodwill		—			—			—			12,952.9			—			12,952.9
Other		—			—			—			2,018.4			—			2,018.4
Property, plant and equipment		—			16.5			—			963.0			—			979.5
Investment in subsidiaries		14,638.1			27,915.3			—			—			(42,553.4	)		—
Interests in associates and joint ventures		—			—			—			1,065.2			—			1,065.2
Other investments		—			—			—			1,153.5			—			1,153.5
Deferred tax assets		—			—			—			160.3			—			160.3
Trade and other receivables		—			—			1.6			174.6			—			176.2
Intercompany receivables2		—			203.3			2,078.3			7,649.3			(9,930.9	)		—
		14,638.1			28,135.1			2,079.9			26,137.2			(52,484.3	)		18,506.0
Current assets
Corporate income tax recoverable		—			—			—			234.7			—			234.7
Trade and other receivables		0.3			457.3			0.1			12,073.0			—			12,530.7
Intercompany receivables2		1,661.4			1,713.8			65.7			5,268.8			(8,709.7	)		—
Cash and short-term deposits		—			235.0			—			6,683.5			(4,527.1	)		2,391.4
		1,661.7			2,406.1			65.8			24,260.0			(13,236.8	)		15,156.8
Current liabilities
Trade and other payables		(16.9	)		(113.9	)		(19.6	)		(14,090.7	)		—			(14,241.1	)
Intercompany payables2		(2,808.3	)		(5,780.2	)		—			(121.2	)		8,709.7			—
Corporate income tax payable		—			—			—			(649.3	)		—			(649.3	)
Bank overdrafts, bonds and bank loans		(2,627.7	)		(1,871.8	)		(27.4	)		(624.3	)		4,527.1			(624.1	)
		(5,452.9	)		(7,765.9	)		(47.0	)		(15,485.5	)		13,236.8			(15,514.5	)
Net current (liabilities)/assets		(3,791.2	)		(5,359.8	)		18.8			8,774.5			—			(357.7	)
Total assets less current liabilities		10,846.9			22,775.3			2,098.7			34,911.7			(52,484.3	)		18,148.3
Non-current liabilities
Bonds and bank loans		—			—			(2,087.1	)		(4,163.3	)		—			(6,250.4	)
Trade and other payables		—			—			—			(992.8	)		—			(992.8	)
Intercompany payables2		(1,359.6	)		(8,137.2	)		—			(434.1	)		9,930.9			—
Deferred tax liabilities		—			—			—			(513.7	)		—			(513.7	)
Provision for post-employment benefits		—			—			—			(206.3	)		—			(206.3	)
Provisions for liabilities and charges		—			—			—			(229.0	)		—			(229.0	)
		(1,359.6	)		(8,137.2	)		(2,087.1	)		(6,539.2	)		9,930.9			(8,192.2	)
Net assets		9,487.3			14,638.1			11.6			28,372.5			(42,553.4	)		9,956.1
Attributable to:
Equity shareholders’ funds		9,487.3			14,638.1			11.6			27,903.7			(42,553.4	)		9,487.3
Non-controlling interests		—			—			—			468.8			—			468.8
Total equity		9,487.3			14,638.1			11.6			28,372.5			(42,553.4	)		9,956.1

Notes

¹  Prior year figures have been restated for the impact of the adoption of IFRS 15 Revenue from Contracts with Customers, as described in the accounting policies.

²  Prior year figures have been restated to reclassify certain intercompany balances in an amount of £2,540.2 million from non-current to current within subsidiary guarantors and other subsidiaries.

Condensed Consolidating Financial Information for Bonds Issued by WPP Finance 2010 with WPP plc as Parent Guarantor and WPP Jubilee Limited and WPP 2005 Limited as Subsidiary Guarantors [member]

Statement [LineItems]

Condensed Consolidating Income Statement Information

Condensed consolidating income statement information

For the year ended 31 December 2018, £m

	WPP plc			Subsidiary Guarantors			WPP Finance 2010			Other Subsidiaries			Reclassifications / Eliminations			Consolidated WPP plc
Revenue		—			—			—			15,602.4			—			15,602.4
Costs of services		—			—			—			(12,663.5	)		—			(12,663.5	)
Gross profit		—			—			—			2,938.9			—			2,938.9
General and administrative costs		10.8			(305.8	)		—			(1,212.5	)		—			(1,507.5	)
Operating profit/(loss)		10.8			(305.8	)		—			1,726.4			—			1,431.4
Share of results of subsidiaries		1,179.2			1,710.2			—			—			(2,889.4	)		—
Share of results of associates		—			—			—			43.5			—			43.5
Profit before interest and taxation		1,190.0			1,404.4			—			1,769.9			(2,889.4	)		1,474.9
Finance income		—			27.8			102.3			300.6			(325.9	)		104.8
Finance costs		(127.1	)		(248.9	)		(103.1	)		(136.1	)		325.9			(289.3	)
Revaluation of financial instruments		—			—			(1.1	)		174.0			—			172.9
Profit/(loss) before taxation		1,062.9			1,183.3			(1.9	)		2,108.4			(2,889.4	)		1,463.3
Taxation		—			(4.1	)		—			(319.8	)		—			(323.9	)
Profit/(loss) for the year		1,062.9			1,179.2			(1.9	)		1,788.6			(2,889.4	)		1,139.4
Attributable to:
Equity holders of the parent		1,062.9			1,179.2			(1.9	)		1,712.1			(2,889.4	)		1,062.9
Non-controlling interests		—			—			—			76.5			—			76.5
		1,062.9			1,179.2			(1.9	)		1,788.6			(2,889.4	)		1,139.4

For the year ended 31 December 2017, £m¹

	WPP plc			Subsidiary Guarantors			WPP Finance 2010			Other Subsidiaries			Reclassifications / Eliminations			Consolidated WPP plc
Revenue		—			—			—			15,804.2			—			15,804.2
Costs of services		—			—			—			(12,629.0	)		—			(12,629.0	)
Gross profit		—			—			—			3,175.2			—			3,175.2
General and administrative costs		14.1			74.7			—			(1,355.8	)		—			(1,267.0	)
Operating profit		14.1			74.7			—			1,819.4			—			1,908.2
Share of results of subsidiaries		1,901.2			2,016.5			—			—			(3,917.7	)		—
Share of results of associates		—			—			—			113.5			—			113.5
Profit before interest and taxation		1,915.3			2,091.2			—			1,932.9			(3,917.7	)		2,021.7
Finance income		—			24.5			110.6			262.8			(302.7	)		95.2
Finance costs		(99.3	)		(221.5	)		(103.4	)		(148.3	)		302.7			(269.8	)
Revaluation of financial instruments		0.6			—			(5.4	)		267.0			—			262.2
Profit before taxation		1,816.6			1,894.2			1.8			2,314.4			(3,917.7	)		2,109.3
Taxation		—			7.0			—			(204.0	)		—			(197.0	)
Profit for the year		1,816.6			1,901.2			1.8			2,110.4			(3,917.7	)		1,912.3
Attributable to:
Equity holders of the parent		1,816.6			1,901.2			1.8			2,014.7			(3,917.7	)		1,816.6
Non-controlling interests		—			—			—			95.7			—			95.7
		1,816.6			1,901.2			1.8			2,110.4			(3,917.7	)		1,912.3

Note

¹  Prior year figures have been restated for the impact of the adoption of IFRS 15 Revenue from Contracts with Customers, as described in the accounting policies.

For the year ended 31 December 2016, £m¹

	WPP plc			Subsidiary Guarantors			WPP Finance 2010			Other Subsidiaries			Reclassifications / Eliminations			Consolidated WPP plc
Revenue		—			—			—			14,887.3			—			14,887.3
Costs of services		—			—			—			(11,846.5	)		—			(11,846.5	)
Gross profit		—			—			—			3,040.8			—			3,040.8
General and administrative costs		13.8			(828.2	)		(0.1	)		(163.2	)		—			(977.7	)
Operating profit/(loss)		13.8			(828.2	)		(0.1	)		2,877.6			—			2,063.1
Share of results of subsidiaries		1,497.4			2,518.2			—			—			(4,015.6	)		—
Share of results of associates		—			—			—			49.8			—			49.8
Profit/(loss) before interest and taxation		1,511.2			1,690.0			(0.1	)		2,927.4			(4,015.6	)		2,112.9
Finance income		—			28.8			121.1			231.9			(301.4	)		80.4
Finance costs		(102.5	)		(222.1	)		(98.8	)		(132.5	)		301.4			(254.5	)
Revaluation of financial instruments		(8.6	)		—			7.0			(46.7	)		—			(48.3	)
Profit before taxation		1,400.1			1,496.7			29.2			2,980.1			(4,015.6	)		1,890.5
Taxation		—			0.7			—			(389.6	)		—			(388.9	)
Profit for the year		1,400.1			1,497.4			29.2			2,590.5			(4,015.6	)		1,501.6
Attributable to:
Equity holders of the parent		1,400.1			1,497.4			29.2			2,489.0			(4,015.6	)		1,400.1
Non-controlling interests		—			—			—			101.5			—			101.5
		1,400.1			1,497.4			29.2			2,590.5			(4,015.6	)		1,501.6

Note

¹  Prior year figures have been restated for the impact of the adoption of IFRS 15 Revenue from Contracts with Customers, as described in the accounting policies.

Condensed Consolidating Statement of Comprehensive Income

Condensed consolidating statement of comprehensive income

For the year ended 31 December 2018, £m

	WPP plc			Subsidiary Guarantors			WPP Finance 2010			Other Subsidiaries			Reclassifications / Eliminations			Consolidated WPP plc
Profit/(loss) for the year		1,062.9			1,179.2			(1.9	)		1,788.6			(2,889.4	)		1,139.4
Items that may be reclassified subsequently to profit or loss:
Exchange adjustments on foreign currency net investments		69.9			69.9			0.6			78.3			(139.8	)		78.9
		69.9			69.9			0.6			78.3			(139.8	)		78.9
Items that will not be reclassified subsequently to profit or loss:
Actuarial gain on defined benefit pension plans		8.9			8.9			—			8.9			(17.8	)		8.9
Deferred tax on defined benefit pension plans		(0.7	)		(0.7	)		—			(0.7	)		1.4			(0.7	)
Movements on equity investments held at fair value through other comprehensive income		(247.9	)		(247.9	)		—			(247.9	)		495.8			(247.9	)
		(239.7	)		(239.7	)		—			(239.7	)		479.4			(239.7	)
Other comprehensive (loss)/income for the year		(169.8	)		(169.8	)		0.6			(161.4	)		339.6			(160.8	)
Total comprehensive income/(loss) for the year		893.1			1,009.4			(1.3	)		1,627.2			(2,549.8	)		978.6
Attributable to:
Equity holders of the parent		893.1			1,009.4			(1.3	)		1,541.7			(2,549.8	)		893.1
Non-controlling interests		—			—			—			85.5			—			85.5
		893.1			1,009.4			(1.3	)		1,627.2			(2,549.8	)		978.6

For the year ended 31 December 2017, £m

	WPP plc			Subsidiary Guarantors			WPP Finance 2010			Other Subsidiaries			Reclassifications / Eliminations			Consolidated WPP plc
Profit for the year		1,816.6			1,901.2			1.8			2,110.4			(3,917.7	)		1,912.3
Items that may be reclassified subsequently to profit or loss:
Exchange adjustments on foreign currency net investments		(445.5	)		(445.5	)		(0.6	)		(464.6	)		891.0			(465.2	)
Gain on revaluation of available for sale investments		32.1			32.1			—			32.1			(64.2	)		32.1
		(413.4	)		(413.4	)		(0.6	)		(432.5	)		826.8			(433.1	)
Items that will not be reclassified subsequently to profit or loss:
Actuarial gain on defined benefit pension plans		17.0			17.0			—			17.0			(34.0	)		17.0
Deferred tax on defined benefit pension plans		(24.6	)		(24.6	)		—			(24.6	)		49.2			(24.6	)
		(7.6	)		(7.6	)		—			(7.6	)		15.2			(7.6	)
Other comprehensive loss for the year		(421.0	)		(421.0	)		(0.6	)		(440.1	)		842.0			(440.7	)
Total comprehensive income for the year		1,395.6			1,480.2			1.2			1,670.3			(3,075.7	)		1,471.6
Attributable to:
Equity holders of the parent		1,395.6			1,480.2			1.2			1,594.3			(3,075.7	)		1,395.6
Non-controlling interests		—			—			—			76.0			—			76.0
		1,395.6			1,480.2			1.2			1,670.3			(3,075.7	)		1,471.6

For the year ended 31 December 2016, £m

	WPP plc			Subsidiary Guarantors			WPP Finance 2010			Other Subsidiaries			Reclassifications / Eliminations			Consolidated WPP plc
Profit for the year		1,400.1			1,497.4			29.2			2,590.5			(4,015.6	)		1,501.6
Items that may be reclassified subsequently to profit or loss:
Exchange adjustments on foreign currency net investments		1,309.9			1,309.9			(1.2	)		1,379.2			(2,619.8	)		1,378.0
Loss on revaluation of available for sale investments		(93.1	)		(93.1	)		—			(93.1	)		186.2			(93.1	)
		1,216.8			1,216.8			(1.2	)		1,286.1			(2,433.6	)		1,284.9
Items that will not be reclassified subsequently to profit or loss:
Actuarial loss on defined benefit pension plans		(15.9	)		(15.9	)		—			(15.9	)		31.8			(15.9	)
Deferred tax on defined benefit pension plans		(0.4	)		(0.4	)		—			(0.4	)		0.8			(0.4	)
		(16.3	)		(16.3	)		—			(16.3	)		32.6			(16.3	)
Other comprehensive income/(loss) for the year		1,200.5			1,200.5			(1.2	)		1,269.8			(2,401.0	)		1,268.6
Total comprehensive income for the year		2,600.6			2,697.9			28.0			3,860.3			(6,416.6	)		2,770.2
Attributable to:
Equity holders of the parent		2,600.6			2,697.9			28.0			3,690.7			(6,416.6	)		2,600.6
Non-controlling interests		—			—			—			169.6			—			169.6
		2,600.6			2,697.9			28.0			3,860.3			(6,416.6	)		2,770.2

Condensed Consolidating Cash Flow Statement Information

Condensed consolidating cash flow statement information

For the year ended 31 December 2018, £m

	WPP plc			Subsidiary Guarantors			WPP Finance 2010			Other Subsidiaries			Reclassifications/ Eliminations		Consolidated WPP plc
Net cash inflow/(outflow) from operating activities		2,308.8			(271.1	)		42.9			(386.8	)		—		1,693.8
Investing activities
Acquisitions		—			—			—			(298.8	)		—		(298.8	)
Proceeds on disposal of investments and subsidiaries		—			—			—			849.0			—		849.0
Purchases of property, plant and equipment		—			(10.4	)		—			(304.4	)		—		(314.8	)
Purchases of other intangible assets (including capitalised computer software)		—			—			—			(60.4	)		—		(60.4	)
Proceeds on disposal of property, plant and equipment		—			—			—			9.5			—		9.5
Net cash inflow/(outflow) from investing activities		—			(10.4	)		—			194.9			—		184.5
Financing activities
Share option proceeds		1.2			—			—			—			—		1.2
Cash consideration for non-controlling interests		—			(0.3	)		—			(109.6	)		—		(109.9	)
Share repurchases and buy-backs		(104.3	)		—			—			(102.8	)		—		(207.1	)
Net decrease in borrowings		—			—			(58.1	)		(382.5	)		—		(440.6	)
Financing and share issue costs		—			—			—			(3.8	)		—		(3.8	)
Equity dividends paid		(747.4	)		—			—			—			—		(747.4	)
Dividends paid to non-controlling interests in subsidiary undertakings		—			—			—			(106.2	)		—		(106.2	)
Net cash outflow from financing activities		(850.5	)		(0.3	)		(58.1	)		(704.9	)		—		(1,613.8	)
Net increase/(decrease) in cash and cash equivalents		1,458.3			(281.8	)		(15.2	)		(896.8	)		—		264.5
Translation of cash and cash equivalents		(4.7	)		(51.5	)		(5.4	)		0.1			—		(61.5	)
Cash and cash equivalents at beginning of year		(2,627.7	)		(1,640.6	)		(27.4	)		6,293.9			—		1,998.2
Cash and cash equivalents at end of year		(1,174.1	)		(1,973.9	)		(48.0	)		5,397.2			—		2,201.2

For the year ended 31 December 2017, £m

	WPP plc			Subsidiary Guarantors			WPP Finance 2010			Other Subsidiaries			Reclassifications/ Eliminations		Consolidated WPP plc
Net cash inflow/(outflow) from operating activities		32.9			(49.7	)		(13.6	)		1,438.5			—		1,408.1
Investing activities
Acquisitions		—			—			—			(477.5	)		—		(477.5	)
Proceeds on disposal of investments and subsidiaries		—			—			—			296.0			—		296.0
Purchases of property, plant and equipment		—			(10.4	)		—			(278.5	)		—		(288.9	)
Purchases of other intangible assets (including capitalised computer software)		—			—			—			(37.3	)		—		(37.3	)
Proceeds on disposal of property, plant and equipment		—			—			—			8.0			—		8.0
Net cash outflow from investing activities		—			(10.4	)		—			(489.3	)		—		(499.7	)
Financing activities
Share option proceeds		6.4			—			—			—			—		6.4
Cash consideration for non-controlling interests		—			(1.4	)		—			(45.9	)		—		(47.3	)
Share repurchases and buy-backs		(289.6	)		—			—			(214.6	)		—		(504.2	)
Net increase/(decrease) in borrowings		(400.0	)		—			—			999.6			—		599.6
Financing and share issue costs		—			—			—			(0.8	)		—		(0.8	)
Equity dividends paid		(751.5	)		—			—			—			—		(751.5	)
Dividends paid to non-controlling interests in subsidiary undertakings		—			—			—			(87.8	)		—		(87.8	)
Net cash (outflow)/inflow from financing activities		(1,434.7	)		(1.4	)		—			650.5			—		(785.6	)
Net increase/(decrease) in cash and cash equivalents		(1,401.8	)		(61.5	)		(13.6	)		1,599.7			—		122.8
Translation of cash and cash equivalents		(0.9	)		48.4			1.3			(76.0	)		—		(27.2	)
Cash and cash equivalents at beginning of year		(1,225.0	)		(1,627.5	)		(15.1	)		4,770.2			—		1,902.6
Cash and cash equivalents at end of year		(2,627.7	)		(1,640.6	)		(27.4	)		6,293.9			—		1,998.2

For the year ended 31 December 2016, £m

	WPP plc			Subsidiary Guarantors			WPP Finance 2010			Other Subsidiaries			Reclassifications/ Eliminations		Consolidated WPP plc
Net cash inflow/(outflow) from operating activities		963.1			1,002.2			65.5			(257.0	)		—		1,773.8
Investing activities
Acquisitions		—			—			—			(719.3	)		—		(719.3	)
Proceeds on disposal of investments and subsidiaries		—			—			—			80.5			—		80.5
Purchases of property, plant and equipment		—			(1.1	)		—			(251.0	)		—		(252.1	)
Purchases of other intangible assets (including capitalised computer software)		—			—			—			(33.0	)		—		(33.0	)
Proceeds on disposal of property, plant and equipment		—			—			—			7.7			—		7.7
Net cash outflow from investing activities		—			(1.1	)		—			(915.1	)		—		(916.2	)
Financing activities
Share option proceeds		27.2			—			—			—			—		27.2
Cash consideration for non-controlling interests		—			(1.3	)		—			(57.0	)		—		(58.3	)
Share repurchases and buy-backs		(274.5	)		—			—			(152.9	)		—		(427.4	)
Net (decrease)/increase in borrowings		(392.1	)		—			—			369.6			—		(22.5	)
Financing and share issue costs		—			—			—			(6.4	)		—		(6.4	)
Equity dividends paid		(616.5	)		—			—			—			—		(616.5	)
Dividends paid to non-controlling interests in subsidiary undertakings		—			—			—			(89.6	)		—		(89.6	)
Net cash (outflow)/inflow from financing activities		(1,255.9	)		(1.3	)		—			63.7			—		(1,193.5	)
Net (decrease)/increase in cash and cash equivalents		(292.8	)		999.8			65.5			(1,108.4	)		—		(335.9	)
Translation of cash and cash equivalents		(5.7	)		(154.6	)		(13.1	)		465.3			—		291.9
Cash and cash equivalents at beginning of year		(926.5	)		(2,472.7	)		(67.5	)		5,413.3			—		1,946.6
Cash and cash equivalents at end of year		(1,225.0	)		(1,627.5	)		(15.1	)		4,770.2			—		1,902.6

Condensed Consolidating Balance Sheet Information

Condensed consolidating balance sheet information

At 31 December 2018, £m

	WPP plc			Subsidiary Guarantors			WPP Finance 2010			Other Subsidiaries			Reclassifications/ Eliminations			Consolidated WPP plc
Non-current assets
Intangible assets:
Goodwill		—			—			—			13,202.8			—			13,202.8
Other		—			—			—			1,842.0			—			1,842.0
Property, plant and equipment		—			26.1			—			1,056.9			—			1,083.0
Investment in subsidiaries		15,463.9			29,329.2			—			—			(44,793.1	)		—
Interests in associates and joint ventures		—			—			—			796.8			—			796.8
Other investments		—			—			—			666.7			—			666.7
Deferred tax assets		—			—			—			153.0			—			153.0
Trade and other receivables		—			—			—			180.0			—			180.0
Intercompany receivables		—			205.4			2,182.9			7,657.7			(10,046.0	)		—
		15,463.9			29,560.7			2,182.9			25,555.9			(54,839.1	)		17,924.3
Current assets
Corporate income tax recoverable		—			—			—			198.7			—			198.7
Trade and other receivables		0.6			497.9			0.1			12,602.9			—			13,101.5
Intercompany receivables		1,675.6			1,720.6			55.2			8,130.6			(11,582.0	)		—
Cash and short-term deposits		—			17.3			41.4			5,839.2			(3,254.7	)		2,643.2
		1,676.2			2,235.8			96.7			26,771.4			(14,836.7	)		15,943.4
Current liabilities
Trade and other payables		(3.7	)		(57.5	)		(21.6	)		(14,955.6	)		—			(15,038.4	)
Intercompany payables		(5,190.3	)		(6,078.1	)		(0.9	)		(312.7	)		11,582.0			—
Corporate income tax payable		—			—			—			(545.9	)		—			(545.9	)
Bank overdrafts, bonds and bank loans		(1,174.1	)		(1,991.2	)		(89.4	)		(1,025.1	)		3,254.7			(1,025.1	)
		(6,368.1	)		(8,126.8	)		(111.9	)		(16,839.3	)		14,836.7			(16,609.4	)
Net current (liabilities)/assets		(4,691.9	)		(5,891.0	)		(15.2	)		9,932.1			—			(666.0	)
Total assets less current liabilities		10,772.0			23,669.7			2,167.7			35,488.0			(54,839.1	)		17,258.3
Non-current liabilities
Bonds and bank loans		—			—			(2,151.8	)		(3,483.0	)		—			(5,634.8	)
Trade and other payables		—			—			(5.5	)		(835.9	)		—			(841.4	)
Intercompany payables		(1,389.8	)		(8,205.8	)		—			(450.4	)		10,046.0			—
Deferred tax liabilities		—			—			—			(479.5	)		—			(479.5	)
Provision for post-employment benefits		—			—			—			(184.3	)		—			(184.3	)
Provisions for liabilities and charges		—			—			—			(311.7	)		—			(311.7	)
		(1,389.8	)		(8,205.8	)		(2,157.3	)		(5,744.8	)		10,046.0			(7,451.7	)
Net assets		9,382.2			15,463.9			10.4			29,743.2			(44,793.1	)		9,806.6
Attributable to:
Equity shareholders’ funds		9,382.2			15,463.9			10.4			29,318.8			(44,793.1	)		9,382.2
Non-controlling interests		—			—			—			424.4			—			424.4
Total equity		9,382.2			15,463.9			10.4			29,743.2			(44,793.1	)		9,806.6

At 31 December 2017, £m¹

	WPP plc			Subsidiary Guarantors			WPP Finance 2010			Other Subsidiaries			Reclassifications/ Eliminations			Consolidated WPP plc
Non-current assets
Intangible assets:
Goodwill		—			—			—			12,952.9			—			12,952.9
Other		—			—			—			2,018.4			—			2,018.4
Property, plant and equipment		—			16.5			—			963.0			—			979.5
Investment in subsidiaries		14,638.1			27,746.7			—			—			(42,384.8	)		—
Interests in associates and joint ventures		—			—			—			1,065.2			—			1,065.2
Other investments		—			—			—			1,153.5			—			1,153.5
Deferred tax assets		—			—			—			160.3			—			160.3
Trade and other receivables		—			—			1.6			174.6			—			176.2
Intercompany receivables2		—			203.3			2,078.3			7,649.3			(9,930.9	)		—
		14,638.1			27,966.5			2,079.9			26,137.2			(52,315.7	)		18,506.0
Current assets
Corporate income tax recoverable		—			—			—			234.7			—			234.7
Trade and other receivables		0.3			457.3			0.1			12,073.0			—			12,530.7
Intercompany receivables2		1,661.4			1,713.8			65.7			5,268.7			(8,709.6	)		—
Cash and short-term deposits		—			231.2			—			6,687.3			(4,527.1	)		2,391.4
		1,661.7			2,402.3			65.8			24,263.7			(13,236.7	)		15,156.8
Current liabilities
Trade and other payables		(16.9	)		(113.9	)		(19.6	)		(14,090.7	)		—			(14,241.1	)
Intercompany payables2		(2,808.3	)		(5,607.8	)		—			(293.5	)		8,709.6			—
Corporate income tax payable		—			—			—			(649.3	)		—			(649.3	)
Bank overdrafts, bonds and bank loans		(2,627.7	)		(1,871.8	)		(27.4	)		(624.3	)		4,527.1			(624.1	)
		(5,452.9	)		(7,593.5	)		(47.0	)		(15,657.8	)		13,236.7			(15,514.5	)
Net current (liabilities)/assets		(3,791.2	)		(5,191.2	)		18.8			8,605.9			—			(357.7	)
Total assets less current liabilities		10,846.9			22,775.3			2,098.7			34,743.1			(52,315.7	)		18,148.3
Non-current liabilities
Bonds and bank loans		—			—			(2,087.1	)		(4,163.3	)		—			(6,250.4	)
Trade and other payables		—			—			—			(992.8	)		—			(992.8	)
Intercompany payables2		(1,359.6	)		(8,137.2	)		—			(434.1	)		9,930.9			—
Deferred tax liabilities		—			—			—			(513.7	)		—			(513.7	)
Provision for post-employment benefits		—			—			—			(206.3	)		—			(206.3	)
Provisions for liabilities and charges		—			—			—			(229.0	)		—			(229.0	)
		(1,359.6	)		(8,137.2	)		(2,087.1	)		(6,539.2	)		9,930.9			(8,192.2	)
Net assets		9,487.3			14,638.1			11.6			28,203.9			(42,384.8	)		9,956.1
Attributable to:
Equity shareholders’ funds		9,487.3			14,638.1			11.6			27,735.1			(42,384.8	)		9,487.3
Non-controlling interests		—			—			—			468.8			—			468.8
Total equity		9,487.3			14,638.1			11.6			28,203.9			(42,384.8	)		9,956.1

Notes

¹  Prior year figures have been restated for the impact of the adoption of IFRS 15 Revenue from Contracts with Customers, as described in the accounting policies.

²  Prior year figures have been restated to reclassify certain intercompany balances in an amount of £2,540.2 million from non-current to current within subsidiary guarantors and other subsidiaries.

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Accounting policies - IFRS 16 Implementation - Additional Information (Detail) - Expected impact of initial application of new standards or interpretations [member]	Jan. 01, 2019 GBP (£) Point
Bottom of range [member]
Disclosure of expected impact of initial application of new standards or interpretations [line items]
Right-of-use asset	£ 2,000,000,000
Lease liability	£ 2,000,000,000
Increase to operating margin | Point	0.4
Decrease to diluted earnings per share	£ (0.013)
Top of range [member]
Disclosure of expected impact of initial application of new standards or interpretations [line items]
Right-of-use asset	2,500,000,000
Lease liability	£ 2,500,000,000
Increase to operating margin | Point	0.6
Decrease to diluted earnings per share	£ (0.016)

XML

Accounting policies - IFRS 9 and IFRS 15 Implementations - Additional Information (Detail) - GBP (£) £ in Millions		12 Months Ended
	Jan. 01, 2018	Dec. 31, 2018		Dec. 31, 2017
Disclosure of initial application of standards or interpretations [line items]
Work in progress reclassified as trade and other receivables		£ 366.5		£ 401.1
181 days - 1 year [member]
Disclosure of initial application of standards or interpretations [line items]
Percentage of trade receivables for which loss allowance required		50.00%
Over 1 year [member]
Disclosure of initial application of standards or interpretations [line items]
Percentage of trade receivables for which loss allowance required		100.00%
Retained earnings [member]
Disclosure of initial application of standards or interpretations [line items]
Accounting policy change (IFRS 9)	£ 407.4	£ 407.4	[1],[2]
Other reserves [member]
Disclosure of initial application of standards or interpretations [line items]
Accounting policy change (IFRS 9)	£ (407.4)	£ (407.4)	[2],[3]

[1] Retained earnings have been restated for the impact of the adoption of IFRS 15 Revenue from Contracts with Customers, as described in the accounting policies.

[2] The impact of the adoption of IFRS 9 Financial Instruments from 1 January 2018 is described in the accounting policies on pages F-2 to F-3.

[3] Other reserves are analysed in note 26.

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Accounting policies - Summary of the Impact of Adopting IFRS 15 (Detail) - GBP (£) £ in Millions		12 Months Ended
		Dec. 31, 2018	Dec. 31, 2017		Dec. 31, 2016
Disclosure of initial application of standards or interpretations [line items]
Revenue	[1],[2]	£ 15,602.4	£ 15,804.2		£ 14,887.3
Costs of services		(12,663.5)	(12,629.0)	[2]	(11,846.5)	[2]
Gross profit		£ 2,938.9	3,175.2	[2]	3,040.8	[2]
Previously stated [member]
Disclosure of initial application of standards or interpretations [line items]
Revenue			15,265.4		14,388.9
Costs of services			(12,090.2)		(11,348.1)
Gross profit			3,175.2		3,040.8
Impact due to adoption of IFRS 15 [member]
Disclosure of initial application of standards or interpretations [line items]
Revenue			538.8		498.4
Costs of services			£ (538.8)		£ (498.4)

[1] Intersegment sales have not been separately disclosed as they are not material.

[2] Prior year figures have been restated for the impact of the adoption of IFRS 15 Revenue from Contracts with Customers, as described in the accounting policies.

XML

Accounting policies - Summary of Estimated Useful Life of Intangible Assets (Detail)	12 Months Ended
	Dec. 31, 2018
Bottom of range [member] | Brand names [member]
Disclosure of detailed information about intangible assets [line items]
Intangible assets, estimated useful life	10 years
Bottom of range [member] | Customer-related intangibles [member]
Disclosure of detailed information about intangible assets [line items]
Intangible assets, estimated useful life	3 years
Bottom of range [member] | Other proprietary tools [member]
Disclosure of detailed information about intangible assets [line items]
Intangible assets, estimated useful life	3 years
Bottom of range [member] | Other [member]
Disclosure of detailed information about intangible assets [line items]
Intangible assets, estimated useful life	3 years
Top of range [member] | Brand names [member]
Disclosure of detailed information about intangible assets [line items]
Intangible assets, estimated useful life	20 years
Top of range [member] | Customer-related intangibles [member]
Disclosure of detailed information about intangible assets [line items]
Intangible assets, estimated useful life	10 years
Top of range [member] | Other proprietary tools [member]
Disclosure of detailed information about intangible assets [line items]
Intangible assets, estimated useful life	10 years
Top of range [member] | Other [member]
Disclosure of detailed information about intangible assets [line items]
Intangible assets, estimated useful life	5 years

XML

Accounting policies - Summary of Estimated Useful Life of Property, Plant and Equipment (Detail)	12 Months Ended
	Dec. 31, 2018
Freehold buildings [member]
Disclosure of detailed information about property, plant and equipment [line items]
Property, plant and equipment, estimated useful life	50 years
Leasehold land and buildings [member]
Disclosure of detailed information about property, plant and equipment [line items]
Property, plant and equipment, estimated useful life	Over the term of the lease or life of the asset, if shorter.
Bottom of range [member] | Fixtures, fittings and equipment [Member]
Disclosure of detailed information about property, plant and equipment [line items]
Property, plant and equipment, estimated useful life	3 years
Bottom of range [member] | Computer equipment [member]
Disclosure of detailed information about property, plant and equipment [line items]
Property, plant and equipment, estimated useful life	3 years
Top of range [member] | Fixtures, fittings and equipment [Member]
Disclosure of detailed information about property, plant and equipment [line items]
Property, plant and equipment, estimated useful life	10 years
Top of range [member] | Computer equipment [member]
Disclosure of detailed information about property, plant and equipment [line items]
Property, plant and equipment, estimated useful life	5 years

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Accounting policies - Hyperinflation in Argentina - Additional Information (Detail) - Argentina [Member] £ in Millions	12 Months Ended
	Dec. 31, 2018 GBP (£)
Disclosure of Hyperinflationary Reporting [line items]
Increase in goodwill due to hyperinflation	£ 105.8
Increase in other intangibles due to hyperinflation	£ 19.5

XML

Segment information - Additional Information (Detail)	12 Months Ended
	Dec. 31, 2018 Segments
Disclosure of operating segments [abstract]
Number of reportable segments	4

XML

Segment information - Contributions by Reportable Segments (Detail) - GBP (£) £ in Millions		12 Months Ended
		Dec. 31, 2018	Dec. 31, 2017		Dec. 31, 2016
Disclosure of operating segments [line items]
Revenue	[1],[2]	£ 15,602.4	£ 15,804.2		£ 14,887.3
Headline PBIT	[3]	2,047.3	2,267.1		2,160.3
Share-based payments		84.8	105.0		106.5
Capital additions	[1],[4]	375.2	326.2		285.1
Depreciation and amortisation	[1],[5]	263.8	267.0		259.4
Goodwill impairment		183.9	27.1		27.0
Share of results of associates		43.5	113.5	[2]	49.8	[2]
Interests in associates and joint ventures		796.8	1,065.2		1,069.4
Advertising and media investment management [member]
Disclosure of operating segments [line items]
Revenue	[1],[2]	7,132.4	7,368.7		6,709.4
Revenue less pass-through costs	[2],[6]	5,529.7	5,889.3		5,450.9
Headline PBIT	[3]	£ 972.4	£ 1,109.0		£ 1,027.2
Headline PBIT margin	[7]	17.60%	18.80%		18.80%
Share-based payments		£ 41.9	£ 57.0		£ 60.7
Capital additions	[1],[4]	190.8	171.3		126.2
Depreciation and amortisation	[1],[5]	111.8	108.8		105.4
Goodwill impairment		148.0	19.5		20.9
Share of results of associates		16.6	27.0		8.3
Interests in associates and joint ventures		203.4	193.1		285.6
Data investment management [member]
Disclosure of operating segments [line items]
Revenue	[1],[2]	2,582.5	2,703.4		2,672.4
Revenue less pass-through costs	[2],[6]	1,965.4	2,052.1		1,994.0
Headline PBIT	[3]	£ 301.1	£ 350.3		£ 351.5
Headline PBIT margin	[7]	15.30%	17.10%		17.60%
Share-based payments		£ 12.8	£ 14.4		£ 13.0
Capital additions	[1],[4]	68.9	58.8		61.5
Depreciation and amortisation	[1],[5]	56.6	59.9		60.9
Goodwill impairment		0.9
Share of results of associates		12.5	15.3		13.2
Interests in associates and joint ventures		113.1	106.3		109.4
Public relations & public affairs [member]
Disclosure of operating segments [line items]
Revenue	[1],[2]	1,210.7	1,204.0		1,130.6
Revenue less pass-through costs	[2],[6]	1,136.3	1,140.6		1,078.5
Headline PBIT	[3]	£ 183.7	£ 183.2		£ 179.8
Headline PBIT margin	[7]	16.20%	16.10%		16.70%
Share-based payments		£ 8.3	£ 8.6		£ 7.5
Capital additions	[1],[4]	13.4	10.6		10.3
Depreciation and amortisation	[1],[5]	13.8	12.2		11.6
Goodwill impairment			7.6
Share of results of associates		5.2	6.3		3.2
Interests in associates and joint ventures		39.5	34.2		108.1
Brand consulting, health & wellness and specialist communications [member]
Disclosure of operating segments [line items]
Revenue	[1],[2]	4,676.8	4,528.1		4,374.9
Revenue less pass-through costs	[2],[6]	4,195.2	4,087.6		3,905.2
Headline PBIT	[3]	£ 590.1	£ 624.6		£ 601.8
Headline PBIT margin	[7]	14.10%	15.30%		15.40%
Share-based payments		£ 21.8	£ 25.0		£ 25.3
Capital additions	[1],[4]	102.1	85.5		87.1
Depreciation and amortisation	[1],[5]	81.6	86.1		81.5
Goodwill impairment		35.0			6.1
Share of results of associates		9.2	64.9		25.1
Interests in associates and joint ventures		£ 440.8	£ 731.6		£ 566.3

[1] Intersegment sales have not been separately disclosed as they are not material.

[2] Prior year figures have been restated for the impact of the adoption of IFRS 15 Revenue from Contracts with Customers, as described in the accounting policies.

[3] A reconciliation from profit before interest and taxation to headline PBIT is provided in note 29. PBIT is reconciled to reported profit before taxation in the consolidated income statement.

[4] Capital additions include purchases of property, plant and equipment and other intangible assets (including capitalised computer software).

[5] Depreciation of property, plant and equipment and amortisation of other intangible assets.

[6] Revenue less pass-through costs is revenue less media, data collection and other pass-through costs. Pass-through costs comprise fees paid to external suppliers where they are engaged to perform part or all of a specific project and are charged directly to clients, predominantly media and data collection costs. See note 3 to the consolidated financial statements for more details of the pass-through costs.

[7] Headline PBIT margin is calculated as headline PBIT (defined above) as a percentage of revenue less pass-through costs. Previously referred to as revenue less pass-through costs margin.

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Segment information - Contributions by Geographical Area (Detail) - GBP (£) £ in Millions		12 Months Ended
		Dec. 31, 2018	Dec. 31, 2017	Dec. 31, 2016
Disclosure of geographical areas [line items]
Revenue	[1],[2]	£ 15,602.4	£ 15,804.2	£ 14,887.3
Headline PBIT	[3]	2,047.3	2,267.1	2,160.3
Non-current assets	[4]	17,762.9	18,343.6
North America [member]
Disclosure of geographical areas [line items]
Revenue		5,371.0	5,659.2	5,400.9
Revenue less pass-through costs		4,474.2	4,793.9	4,598.4
Headline PBIT		£ 804.0	£ 937.4	£ 895.4
Headline PBIT margin		18.00%	19.60%	19.50%
Non-current assets	[4],[5]	£ 7,269.7	£ 7,667.5
United Kingdom [member]
Disclosure of geographical areas [line items]
Revenue		2,189.4	2,133.4	£ 1,970.7
Revenue less pass-through costs		1,691.3	1,688.0	1,590.2
Headline PBIT		£ 244.6	£ 280.0	£ 261.4
Headline PBIT margin		14.50%	16.60%	16.40%
Non-current assets	[4]	£ 2,079.2	£ 2,098.2
Western Continental Europe [member]
Disclosure of geographical areas [line items]
Revenue		3,335.3	3,230.6	£ 3,008.5
Revenue less pass-through costs		2,735.4	2,630.6	2,438.3
Headline PBIT		£ 372.7	£ 376.0	£ 351.7
Headline PBIT margin		13.60%	14.30%	14.40%
Non-current assets	[4]	£ 4,385.6	£ 4,542.1
Asia Pacific, Latin America, Africa & Middle East and Central & Eastern Europe [member]
Disclosure of geographical areas [line items]
Revenue		4,706.7	4,781.0	£ 4,507.2
Revenue less pass-through costs		3,925.7	4,057.1	3,801.7
Headline PBIT		£ 626.0	£ 673.7	£ 651.8
Headline PBIT margin		15.90%	16.60%	17.10%
Non-current assets	[4]	£ 4,028.4	£ 4,035.8

[1] Intersegment sales have not been separately disclosed as they are not material.

[2] Prior year figures have been restated for the impact of the adoption of IFRS 15 Revenue from Contracts with Customers, as described in the accounting policies.

[3] A reconciliation from profit before interest and taxation to headline PBIT is provided in note 29. PBIT is reconciled to reported profit before taxation in the consolidated income statement.

[4] Non-current assets excluding financial instruments and deferred tax.

[5] North America includes the US with non-current assets of £6,791.9 million (2017: £7,202.7 million).

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Segment information - Contributions by Geographical Area (Parenthetical) (Detail) - GBP (£) £ in Millions		12 Months Ended
		Dec. 31, 2018	Dec. 31, 2017	Dec. 31, 2016
Disclosure of geographical areas [line items]
Revenue	[1],[2]	£ 15,602.4	£ 15,804.2	£ 14,887.3
Headline PBIT	[3]	2,047.3	2,267.1	2,160.3
Non-current assets	[4]	17,762.9	18,343.6
United States [member]
Disclosure of geographical areas [line items]
Revenue		5,074.1	5,336.3	5,107.2
Revenue less pass-through costs		4,236.7	4,535.3	4,359.7
Headline PBIT		761.6	890.3	£ 849.4
Non-current assets		£ 6,791.9	£ 7,202.7

[1] Intersegment sales have not been separately disclosed as they are not material.

[2] Prior year figures have been restated for the impact of the adoption of IFRS 15 Revenue from Contracts with Customers, as described in the accounting policies.

[3] A reconciliation from profit before interest and taxation to headline PBIT is provided in note 29. PBIT is reconciled to reported profit before taxation in the consolidated income statement.

[4] Non-current assets excluding financial instruments and deferred tax.

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Costs of services and general and administrative costs - Summary of Operating Costs (Detail) - GBP (£) £ in Millions		3 Months Ended	12 Months Ended
		Dec. 31, 2018	Dec. 31, 2018	Dec. 31, 2017		Dec. 31, 2016
Analysis of income and expense [abstract]
Costs of services			£ 12,663.5	£ 12,629.0	[1]	£ 11,846.5	[1]
General and administrative costs			1,507.5	1,267.0	[1]	977.7	[1]
Costs of services and general and administrative costs	[2]		14,171.0	13,896.0	[1]	12,824.2	[1]
Costs of services and general and administrative costs include:
Staff costs (note 5)			8,172.6	8,319.0	[1]	7,784.9	[1]
Establishment costs			871.7	888.6	[1]	836.5	[1]
Media pass-through costs			1,458.0	1,429.4	[1]	1,276.2	[1]
Data collection pass-through costs			609.2	646.4	[1]	669.8	[1]
Other costs of services and general and administrative costs			3,059.5	2,612.6	[1]	2,256.8	[1]
Costs of services and general and administrative costs	[2]		14,171.0	13,896.0	[1]	12,824.2	[1]
Goodwill impairment (note 12)			183.9	27.1		27.0
Investment write-downs			2.0	95.9		86.1
Restructuring and transformation costs		£ 234.0	302.3	56.8		27.4
Amortisation and impairment of acquired intangible assets (note 12)			280.0	195.1		168.4
Amortisation of other intangible assets (note 12)			38.7	36.3		38.6
Depreciation of property, plant and equipment			225.1	230.7		215.2
Losses on sale of property, plant and equipment			0.6	1.1		0.8
Gains on disposal of investments and subsidiaries			(235.5)	(129.0)		(44.3)
(Gains)/losses on remeasurement of equity interests arising from a change in scope of ownership			(2.0)	0.3		(232.4)
Net foreign exchange (gains)/losses			£ (13.2)	£ 12.9		£ (17.0)

[1] Prior year figures have been restated for the impact of the adoption of IFRS 15 Revenue from Contracts with Customers, as described in the accounting policies.

[2] Other costs of services and general and administrative costs include £708.6 million (2017: £558.8 million, 2016: £512.7 million) of other pass-through costs.

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Costs of services and general and administrative costs - Summary of Operating Costs (Parenthetical) (Detail) - GBP (£) £ in Millions	12 Months Ended
	Dec. 31, 2018	Dec. 31, 2017		Dec. 31, 2016
Analysis of income and expense [abstract]
Other pass-through costs	£ 708.6	£ 558.8	[1]	£ 512.7	[1]

[1] Prior year figures have been restated for the impact of the adoption of IFRS 15 Revenue from Contracts with Customers, as described in the accounting policies.

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Costs of services and general and administrative costs - Additional Information (Detail) - GBP (£) £ in Millions	3 Months Ended	6 Months Ended	12 Months Ended
	Dec. 31, 2018	Jun. 30, 2018	Dec. 31, 2018	Dec. 31, 2017	Dec. 31, 2016
Disclosure Of Information About Operating Cost [line items]
Credits relating to the release of excess provisions and other balances			£ 29.9	£ 44.8	£ 26.3
Goodwill impairment			183.9	27.1	27.0
Investment write-downs			2.0	95.9	86.1
Restructuring and transformation costs	£ 234.0		302.3	56.8	27.4
Gains on disposal of investments and subsidiaries			235.5	129.0	44.3
Costs arising from a structural assessment of operations [member]
Disclosure Of Information About Operating Cost [line items]
Restructuring and transformation costs		£ 68.3	210.3
Transformation cost [member]
Disclosure Of Information About Operating Cost [line items]
Restructuring and transformation costs			92.0
Severance costs [member]
Disclosure Of Information About Operating Cost [line items]
Restructuring and transformation costs				33.7	0.0
IT services and infrastructure cost [member]
Disclosure Of Information About Operating Cost [line items]
Restructuring and transformation costs				12.8	27.4
comScore Inc. [member]
Disclosure Of Information About Operating Cost [line items]
Investment write-downs				53.1
Globant S.A. [member]
Disclosure Of Information About Operating Cost [line items]
Gains on disposal of investments and subsidiaries			185.3
Asatsu-DK Inc. [member]
Disclosure Of Information About Operating Cost [line items]
Gains on disposal of investments and subsidiaries				92.3
Goodwill [member]
Disclosure Of Information About Operating Cost [line items]
Goodwill impairment			183.9	£ 27.1	£ 27.0
Goodwill [member] | VMLY&R [member]
Disclosure Of Information About Operating Cost [line items]
Goodwill impairment			148.0
Other business [member]
Disclosure Of Information About Operating Cost [line items]
Goodwill impairment			£ 35.9

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Costs of services and general and administrative costs - Auditor's Remuneration (Detail) - GBP (£) £ in Millions	12 Months Ended
	Dec. 31, 2018	Dec. 31, 2017	Dec. 31, 2016
Disclosure Of Information About Operating Cost [line items]
Other services pursuant to legislation	£ 4.2	£ 4.0	£ 3.7
Fees payable to the auditors pursuant to legislation	27.3	26.1	24.5
Total non-audit fees	4.8	4.8	8.7
Total fees	32.1	30.9	33.2
Advisory services [member]
Disclosure Of Information About Operating Cost [line items]
Auditors' remuneration for tax services		0.1	1.6
Compliance services [member]
Disclosure Of Information About Operating Cost [line items]
Auditors' remuneration for tax services	0.1	0.1	1.3
Corporate finance services [member]
Disclosure Of Information About Operating Cost [line items]
Other services pursuant to legislation			0.1
Other services [member]
Disclosure Of Information About Operating Cost [line items]
Other services pursuant to legislation	4.7	4.6	5.7
WPP plc [member]
Disclosure Of Information About Operating Cost [line items]
Auditors' remuneration for audit services	1.4	1.4	1.4
Subsidiaries [member]
Disclosure Of Information About Operating Cost [line items]
Auditors' remuneration for audit services	£ 21.7	£ 20.7	£ 19.4

XML

Costs of services and general and administrative costs - Summary of Operating Lease (Detail) - GBP (£) £ in Millions	12 Months Ended
	Dec. 31, 2018	Dec. 31, 2017	Dec. 31, 2016
Disclosure Of Information About Operating Cost [line items]
Operating lease rentals, net of sublease income	£ 570.5	£ 580.6	£ 555.1
Land and buildings [member]
Disclosure Of Information About Operating Cost [line items]
Land and buildings	585.3	586.6	556.1
Sublease income	(25.4)	(17.9)	(11.6)
Operating lease rentals, net of sublease income	559.9	568.7	544.5
Plant and machinery [member]
Disclosure Of Information About Operating Cost [line items]
Land and buildings	£ 10.6	£ 11.9	£ 10.6

XML

Costs of services and general and administrative costs - Minimum Committed Annual Rentals (Detail) - GBP (£) £ in Millions	Dec. 31, 2019	Dec. 31, 2018	Dec. 31, 2017
Disclosure of finance lease and operating lease by lessee [line items]
Amounts payable		£ 4,262.6
Within one year [member]
Disclosure of finance lease and operating lease by lessee [line items]
Amounts payable		612.4
Over five years [member]
Disclosure of finance lease and operating lease by lessee [line items]
Amounts payable		2,074.1
Plant and machinery [member]
Disclosure of finance lease and operating lease by lessee [line items]
Amounts payable		16.0	£ 14.5
Plant and machinery [member] | Entering into significant commitments or contingent liabilities [member]
Disclosure of finance lease and operating lease by lessee [line items]
Amounts payable	£ 23.2
Plant and machinery [member] | Within one year [member]
Disclosure of finance lease and operating lease by lessee [line items]
Amounts payable		5.1	4.0
Plant and machinery [member] | Within one year [member] | Entering into significant commitments or contingent liabilities [member]
Disclosure of finance lease and operating lease by lessee [line items]
Amounts payable	3.6
Plant and machinery [member] | Later than two years and not later than five years [member]
Disclosure of finance lease and operating lease by lessee [line items]
Amounts payable		10.8	10.5
Plant and machinery [member] | Later than two years and not later than five years [member] | Entering into significant commitments or contingent liabilities [member]
Disclosure of finance lease and operating lease by lessee [line items]
Amounts payable	19.2
Plant and machinery [member] | Over five years [member]
Disclosure of finance lease and operating lease by lessee [line items]
Amounts payable		0.1
Plant and machinery [member] | Over five years [member] | Entering into significant commitments or contingent liabilities [member]
Disclosure of finance lease and operating lease by lessee [line items]
Amounts payable	0.4
Land and buildings [member]
Disclosure of finance lease and operating lease by lessee [line items]
Amounts payable		532.6	560.0
Land and buildings [member] | Entering into significant commitments or contingent liabilities [member]
Disclosure of finance lease and operating lease by lessee [line items]
Amounts payable	589.2
Land and buildings [member] | Within one year [member]
Disclosure of finance lease and operating lease by lessee [line items]
Amounts payable		88.6	85.1
Land and buildings [member] | Within one year [member] | Entering into significant commitments or contingent liabilities [member]
Disclosure of finance lease and operating lease by lessee [line items]
Amounts payable	70.2
Land and buildings [member] | Later than two years and not later than five years [member]
Disclosure of finance lease and operating lease by lessee [line items]
Amounts payable		236.2	287.9
Land and buildings [member] | Later than two years and not later than five years [member] | Entering into significant commitments or contingent liabilities [member]
Disclosure of finance lease and operating lease by lessee [line items]
Amounts payable	272.7
Land and buildings [member] | Over five years [member]
Disclosure of finance lease and operating lease by lessee [line items]
Amounts payable		£ 207.8	£ 187.0
Land and buildings [member] | Over five years [member] | Entering into significant commitments or contingent liabilities [member]
Disclosure of finance lease and operating lease by lessee [line items]
Amounts payable	£ 246.3

XML

Costs of services and general and administrative costs - Minimum Annual Amounts Payable Under All Lease Commitments (Detail) £ in Millions	Dec. 31, 2018 GBP (£)
Disclosure of finance lease and operating lease by lessee [line items]
Minimum gross rental payments	£ 4,262.6
Less lease related costs	(602.9)
Minimum net rental payments	3,659.7
Less sub-let rentals	(31.5)
Net payment	3,628.2
Within one year [member]
Disclosure of finance lease and operating lease by lessee [line items]
Minimum gross rental payments	612.4
Less lease related costs	(54.2)
Minimum net rental payments	558.2
Less sub-let rentals	(11.5)
Net payment	546.7
Between one and two years [member]
Disclosure of finance lease and operating lease by lessee [line items]
Minimum gross rental payments	475.0
Less lease related costs	(51.0)
Minimum net rental payments	424.0
Less sub-let rentals	(6.4)
Net payment	417.6
Between two and three years [member]
Disclosure of finance lease and operating lease by lessee [line items]
Minimum gross rental payments	415.3
Less lease related costs	(47.3)
Minimum net rental payments	368.0
Less sub-let rentals	(4.9)
Net payment	363.1
Between three and four years [member]
Disclosure of finance lease and operating lease by lessee [line items]
Minimum gross rental payments	362.4
Less lease related costs	(44.8)
Minimum net rental payments	317.6
Less sub-let rentals	(4.3)
Net payment	313.3
Between four and five years [member]
Disclosure of finance lease and operating lease by lessee [line items]
Minimum gross rental payments	323.4
Less lease related costs	(43.1)
Minimum net rental payments	280.3
Less sub-let rentals	(3.1)
Net payment	277.2
Over five years [member]
Disclosure of finance lease and operating lease by lessee [line items]
Minimum gross rental payments	2,074.1
Less lease related costs	(362.5)
Minimum net rental payments	1,711.6
Less sub-let rentals	(1.3)
Net payment	£ 1,710.3

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Share of results of associates - Summary of Share of Results of Associates (Detail) - GBP (£) £ in Millions	12 Months Ended
	Dec. 31, 2018	Dec. 31, 2017		Dec. 31, 2016
Disclosure of associates [abstract]
Share of profit before interest and taxation	£ 123.8	£ 145.1		£ 97.1
Share of exceptional (losses)/gains	(41.7)	0.8		(15.2)
Share of interest and non-controlling interests	(9.7)	(7.8)		(4.7)
Share of taxation	(28.9)	(24.6)		(27.4)
Share of profit loss of associates accounted for using equity method	£ 43.5	£ 113.5	[1]	£ 49.8	[1]

[1] Prior year figures have been restated for the impact of the adoption of IFRS 15 Revenue from Contracts with Customers, as described in the accounting policies.

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Our people - Additional Information (Detail) £ in Millions	12 Months Ended
	Dec. 31, 2018 GBP (£) Employees	Dec. 31, 2017 GBP (£) Employees	Dec. 31, 2016 GBP (£) Employees
Disclosure of our people [line items]
Average number of staff | Employees	133,903	134,428	132,657
Staff numbers at the end of period | Employees	134,281	134,413	134,341
Share-based incentive plans in respect of key management personnel	£ 2.0	£ 12.3	£ 15.5
Total compensation received by key management personnel	6.2	17.8	57.5
Compensation received by key management personnel in the form of pension contributions	£ 0.4	£ 0.7	£ 0.7
Leadership Equity Acquisition Plan III [member]
Disclosure of our people [line items]
LEAP awards vesting performance period	5 years	5 years	5 years

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Our people - Geographical Distribution of staff (Detail) - Employees	12 Months Ended
	Dec. 31, 2018	Dec. 31, 2017	Dec. 31, 2016
Disclosure of geographical areas [line items]
Average number of staff	133,903	134,428	132,657
North America [member]
Disclosure of geographical areas [line items]
Average number of staff	25,990	27,399	27,246
United Kingdom [member]
Disclosure of geographical areas [line items]
Average number of staff	14,331	14,197	14,070
Western Continental Europe [member]
Disclosure of geographical areas [line items]
Average number of staff	26,825	25,700	24,996
Asia Pacific, Latin America, Africa & Middle East and Central & Eastern Europe [member]
Disclosure of geographical areas [line items]
Average number of staff	66,757	67,132	66,345

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Our people - Reportable Segment Distribution of Staff (Detail) - Employees	12 Months Ended
	Dec. 31, 2018	Dec. 31, 2017	Dec. 31, 2016
Disclosure of operating segments [line items]
Average number of staff	133,903	134,428	132,657
Advertising and media investment management [member]
Disclosure of operating segments [line items]
Average number of staff	55,421	56,789	55,120
Data investment management [member]
Disclosure of operating segments [line items]
Average number of staff	28,309	28,629	29,279
Public relations & public affairs [member]
Disclosure of operating segments [line items]
Average number of staff	9,048	9,082	9,054
Brand consulting, health & wellness and specialist communications [member]
Disclosure of operating segments [line items]
Average number of staff	41,125	39,928	39,204

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Our people - Staffing Costs (Detail) - GBP (£) £ in Millions	12 Months Ended
	Dec. 31, 2018	Dec. 31, 2017		Dec. 31, 2016
Classes of employee benefits expense [abstract]
Wages and salaries	£ 5,710.0	£ 5,832.3		£ 5,395.6
Cash-based incentive plans	240.7	219.2		260.2
Share-based incentive plans (note 21)	84.8	105.0		106.5
Social security costs	717.5	720.3		658.1
Pension costs (note 22)	191.2	192.0		178.1
Severance	37.5	39.5		34.5
Other staff costs	1,190.9	1,210.7		1,151.9
Staffing costs	£ 8,172.6	£ 8,319.0	[1]	£ 7,784.9	[1]

[1] Prior year figures have been restated for the impact of the adoption of IFRS 15 Revenue from Contracts with Customers, as described in the accounting policies.

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Finance income, finance costs and revaluation of financial instruments - Summary of Finance Income, Finance Costs and Revaluation of Financial Instruments (Detail) - GBP (£) £ in Millions	12 Months Ended
	Dec. 31, 2018	Dec. 31, 2017		Dec. 31, 2016
Analysis of income and expense [abstract]
Income from equity investments	£ 15.4	£ 16.8		£ 12.5
Interest income	89.4	78.4		67.9
Finance income	104.8	95.2	[1]	80.4	[1]
Net interest expense on pension plans	4.4	6.3		6.7
Interest on other long-term employee benefits	4.0	3.9		2.7
Interest expense and similar charges	280.9	259.6		245.1
Finance costs	289.3	269.8	[1]	254.5	[1]
Movements in fair value of treasury instruments	(12.4)	1.1		(19.5)
Revaluation of investments held at fair value through profit or loss	68.2
Revaluation of put options over non-controlling interests	34.5	52.5		(17.2)
Revaluation of payments due to vendors (earnout agreements)	82.6	208.6		(11.6)
Revaluation of financial instruments	£ 172.9	£ 262.2		£ (48.3)

[1] Prior year figures have been restated for the impact of the adoption of IFRS 15 Revenue from Contracts with Customers, as described in the accounting policies.

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Finance income, finance costs and revaluation of financial instruments - Additional Information (Detail) € in Millions, £ in Millions, $ in Millions, $ in Millions	Dec. 31, 2018 EUR (€)	Dec. 31, 2018 USD ($)	Dec. 31, 2018 GBP (£)	Dec. 31, 2018 AUD ($)	Dec. 31, 2017 USD ($)	Dec. 31, 2017 GBP (£)	Dec. 31, 2017 AUD ($)
Disclosure of detailed information about financial instruments [line items]
Borrowings | £			£ 6,217.9			£ 6,481.3
US revolving credit facilities [member] | Weighted average [member]
Disclosure of detailed information about financial instruments [line items]
Borrowings		$ 125			$ 715
Average interest rate	0.96%	0.96%	0.96%	0.96%	0.78%	0.78%	0.78%
US commercial paper [member]
Disclosure of detailed information about financial instruments [line items]
Borrowings		$ 0
US commercial paper [member] | Weighted average [member]
Disclosure of detailed information about financial instruments [line items]
Borrowings		$ 540			$ 860
Average interest rate	2.28%	2.28%	2.28%	2.28%	1.47%	1.47%	1.47%
Australian New Zealand revolving credit facilities [member] | Weighted average [member]
Disclosure of detailed information about financial instruments [line items]
Borrowings				$ 439			$ 412
Average interest rate	3.27%	3.27%	3.27%	3.27%	3.24%	3.24%	3.24%
US Dollar bonds [member]
Disclosure of detailed information about financial instruments [line items]
Borrowings		$ 2,784
Average interest rate	4.46%	4.46%	4.46%	4.46%
Eurobonds [member]
Disclosure of detailed information about financial instruments [line items]
Borrowings | €	€ 3,700
Average interest rate	1.64%	1.64%	1.64%	1.64%
Sterling bonds [member]
Disclosure of detailed information about financial instruments [line items]
Borrowings | £			£ 600.0
Average interest rate	4.04%	4.04%	4.04%	4.04%

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Taxation - Additional Information (Detail) - GBP (£) £ in Millions		12 Months Ended
	Jan. 01, 2018	Dec. 31, 2018	Dec. 31, 2017	Dec. 31, 2016
Disclosure Of Income Taxes [line items]
Effective tax rate on profit before taxation		22.10%	9.30%	20.60%
Tax rate		19.00%	19.25%	20.00%
Tax Cuts and Jobs Act revalued deferred tax assets and liabilities			£ 234.1
Tax Cuts and Jobs Act deemed repatriation tax charge related to unremitted foreign earnings		£ 7.3	£ (28.1)
Tax Cuts and Jobs Act payable period			8 years
United States [member]
Disclosure Of Income Taxes [line items]
Tax rate			35.00%
United States [member] | Changes in tax rates or tax laws enacted or announced [member]
Disclosure Of Income Taxes [line items]
Tax rate	21.00%

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Taxation - Tax Charge (Detail) - GBP (£) £ in Millions	12 Months Ended
	Dec. 31, 2018	Dec. 31, 2017		Dec. 31, 2016
Corporation tax
Current year	£ 481.9	£ 523.4		£ 569.4
Prior years	(111.8)	(98.6)		(80.3)
Corporation tax	370.1	424.8		489.1
Deferred tax
Current year	(49.0)	(235.2)		(88.0)
Prior years	2.8	7.4		(12.2)
Deferred tax	(46.2)	(227.8)		(100.2)
Tax charge	£ 323.9	£ 197.0	[1]	£ 388.9	[1]

[1] Prior year figures have been restated for the impact of the adoption of IFRS 15 Revenue from Contracts with Customers, as described in the accounting policies.

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Taxation - Tax Charge Reconciled to Profit Before Taxation (Detail) - GBP (£) £ in Millions	12 Months Ended
	Dec. 31, 2018	Dec. 31, 2017		Dec. 31, 2016
Reconciliation of accounting profit multiplied by applicable tax rates [abstract]
Profit before taxation	£ 1,463.3	£ 2,109.3	[1]	£ 1,890.5	[1]
Tax at the corporation tax rate of 19.0%	278.0	406.0		378.1
Tax effect of share of results of associates	(8.3)	(21.8)		(10.0)
Irrecoverable withholding taxes	55.9	37.0		36.3
Items that are not deductible/(taxable) in determining taxable profit	28.7	(3.9)		9.4
Effect of different tax rates in subsidiaries operating in other jurisdictions	90.2	140.3		60.4
US Transition Tax related to unremitted foreign earnings	(7.3)	28.1
Effect of change in US tax rate on deferred tax balances		(234.1)
Origination and reversal of unrecognised temporary differences	7.5	(17.2)		(4.3)
Tax losses not recognised or utilised in the year	22.3	32.5		52.2
Utilisation of tax losses not previously recognised	(25.6)	(10.4)		(11.3)
Recognition of temporary differences not previously recognised	(8.4)	(68.3)		(29.4)
Net release of prior year provisions in relation to acquired businesses	(20.4)	(15.0)		(23.3)
Other prior year adjustments	(88.7)	(76.2)		(69.2)
Tax charge	£ 323.9	£ 197.0	[1]	£ 388.9	[1]
Effective tax rate on profit before tax	22.10%	9.30%		20.60%

[1] Prior year figures have been restated for the impact of the adoption of IFRS 15 Revenue from Contracts with Customers, as described in the accounting policies.

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Taxation - Tax Charge Reconciled to Profit Before Taxation (Parenthetical) (Detail)	12 Months Ended
	Dec. 31, 2018	Dec. 31, 2017	Dec. 31, 2016
Reconciliation of accounting profit multiplied by applicable tax rates [abstract]
UK corporation tax rate	19.00%	19.25%	20.00%

XML

Ordinary dividends - Summary of Ordinary Dividends (Detail) - GBP (£) £ / shares in Units, £ in Millions	12 Months Ended
	Dec. 31, 2018	Dec. 31, 2017	Dec. 31, 2016
Disclosure of Dividends [line items]
Amounts recognised as distributions to equity holders, per share	£ 0.6000	£ 0.5975	£ 0.4833
Amounts recognised as distributions to equity holders	£ 747.4	£ 751.5	£ 616.5
Proposed final dividend, per share	£ 0.3730	£ 0.3730	£ 0.3705
Previous period final amount [member]
Disclosure of Dividends [line items]
Amounts recognised as distributions to equity holders, per share	£ 0.3730	£ 0.3705	£ 0.2878
Amounts recognised as distributions to equity holders	£ 464.6	£ 467.2	£ 368.5
Interim period amount [member]
Disclosure of Dividends [line items]
Amounts recognised as distributions to equity holders, per share	£ 0.2270	£ 0.2270	£ 0.1955
Amounts recognised as distributions to equity holders	£ 282.8	£ 284.3	£ 248.0

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Earnings per share - Calculation of Basic and Diluted EPS (Detail) - GBP (£) £ / shares in Units, £ in Millions, shares in Millions	12 Months Ended
	Dec. 31, 2018	Dec. 31, 2017		Dec. 31, 2016
Earnings per share [abstract]
Earnings	£ 1,062.9	£ 1,816.6		£ 1,400.1
Average shares used in basic EPS calculation	1,247.8	1,261.1		1,277.8
EPS	£ 0.852	£ 1.440	[1]	£ 1.096	[1]
Diluted earnings	£ 1,062.9	£ 1,816.6		£ 1,400.1
Average shares used in diluted EPS calculation	1,261.2	1,275.8		1,296.0
Diluted EPS	£ 0.843	£ 1.424	[1]	£ 1.080	[1]

[1] Prior year figures have been restated for the impact of the adoption of IFRS 15 Revenue from Contracts with Customers, as described in the accounting policies.

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Earnings per share - Additional Information (Detail) - shares	12 Months Ended
	Dec. 31, 2018	Dec. 31, 2017	Dec. 31, 2016
Earnings per share [line items]
Shares excluded from the computation of diluted earnings per share	16,900,000	8,200,000	8,400,000
Ordinary shares [member]
Earnings per share [line items]
Ordinary shares in issue	1,332,678,227	1,332,511,552	1,331,880,730

XML

Earnings per share - Reconciliation Between Shares Used in Calculating Basic and Diluted EPS (Detail) - shares shares in Millions	12 Months Ended
	Dec. 31, 2018	Dec. 31, 2017	Dec. 31, 2016
Earnings per share [abstract]
Average shares used in basic EPS calculation	1,247.8	1,261.1	1,277.8
Dilutive share options outstanding	1.6	1.8	2.4
Other potentially issuable shares	11.8	12.9	15.8
Shares used in diluted EPS calculation	1,261.2	1,275.8	1,296.0

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Sources of finance - Summary of Equity and Debt Financing (Detail) - GBP (£) £ in Millions	12 Months Ended
	Dec. 31, 2018		Dec. 31, 2017		Dec. 31, 2016
Analysis of changes in financing
Beginning balance	£ 9,956.1	[1]	£ 9,761.7		£ 8,009.9
Ordinary shares issued	1.2		6.4		27.2
End of year	9,806.6		9,956.1	[1]	9,761.7
Analysis of changes in financing
Beginning of year	6,481.3
Net (decrease)/increase in drawings on bank loans and corporate bonds	(440.6)		599.6		(22.5)
End of year	6,217.9		6,481.3
Debt financing [member]
Analysis of changes in financing
Beginning of year	6,481.3		6,033.1
Net (decrease)/increase in drawings on bank loans and corporate bonds	(440.6)		599.6
Amortisation of financing costs included in debt	7.7		8.0
Other movements	(10.1)		(6.9)
Exchange adjustments	179.6		(152.5)
End of year	6,217.9		6,481.3		6,033.1
Issued capital and share premium [member]
Analysis of changes in financing
Beginning balance	701.8		695.4
Ordinary shares issued	1.2		6.4
End of year	£ 703.0		£ 701.8		£ 695.4

[1] Prior year figures have been restated for the impact of the adoption of IFRS 15 Revenue from Contracts with Customers, as described in the accounting policies.

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Sources of finance - Additional Information (Detail) € in Millions, £ in Millions, $ in Millions, $ in Millions		1 Months Ended	12 Months Ended
	Mar. 27, 2019 GBP (£)	Mar. 31, 2018 EUR (€)	Dec. 31, 2018 USD ($)	Mar. 15, 2019 USD ($)	Dec. 31, 2018 EUR (€)	Dec. 31, 2018 USD ($)	Dec. 31, 2018 GBP (£)	Dec. 31, 2018 AUD ($)	Dec. 31, 2017 USD ($)	Dec. 31, 2017 GBP (£)		Dec. 31, 2016 GBP (£)	Dec. 31, 2015 GBP (£)
Disclosure of detailed information about financial instruments [line items]
Total equity | £							£ 9,806.6			£ 9,956.1	[1]	£ 9,761.7	£ 8,009.9
Total committed facilities available | £							8,357.6
Undrawn committed credit facility | £							2,074.7			1,163.8
Borrowings | £							6,217.9			6,481.3
Issued capital and share premium [member]
Disclosure of detailed information about financial instruments [line items]
Total equity | £							703.0			£ 701.8		£ 695.4
US$ bonds due November 2021 [member]
Disclosure of detailed information about financial instruments [line items]
Total committed facilities available						$ 812	£ 637.4
Bonds interest rate					4.75%	4.75%	4.75%	4.75%
US$ bonds due September 2022 [member]
Disclosure of detailed information about financial instruments [line items]
Total committed facilities available						$ 500	£ 392.3
Bonds interest rate					3.625%	3.625%	3.625%	3.625%
US$ bonds due September 2024 [member]
Disclosure of detailed information about financial instruments [line items]
Total committed facilities available						$ 750	£ 588.4
Bonds interest rate					3.75%	3.75%	3.75%	3.75%
US$ bonds due September 2042 [member]
Disclosure of detailed information about financial instruments [line items]
Total committed facilities available						$ 272	£ 213.1
Bonds interest rate					5.125%	5.125%	5.125%	5.125%
Repayment of bonds			$ 28
US$ bonds due November 2043 [member]
Disclosure of detailed information about financial instruments [line items]
Total committed facilities available						$ 450	£ 353.3
Bonds interest rate					5.625%	5.625%	5.625%	5.625%
Eurobonds (3m EURIBOR + 0.32%) due May 2020 [member]
Disclosure of detailed information about financial instruments [line items]
Total committed facilities available					€ 250		£ 224.6
Floating basis			3m EURIBOR
Adjustment to floating basis					0.32%	0.32%	0.32%	0.32%
Euro bonds due November 2019 [member]
Disclosure of detailed information about financial instruments [line items]
Total committed facilities available					€ 600		£ 539.1
Bonds interest rate					0.75%	0.75%	0.75%	0.75%
Euro bonds due November 2023 [member]
Disclosure of detailed information about financial instruments [line items]
Total committed facilities available					€ 750		£ 673.9
Bonds interest rate					3.00%	3.00%	3.00%	3.00%
Euro bonds due September 2026 [member]
Disclosure of detailed information about financial instruments [line items]
Total committed facilities available					€ 750		£ 673.9
Bonds interest rate					2.25%	2.25%	2.25%	2.25%
Euro bonds due March 2030 [member]
Disclosure of detailed information about financial instruments [line items]
Total committed facilities available					€ 600		£ 539.1
Bonds interest rate					1.625%	1.625%	1.625%	1.625%
Eurobonds Due March 2025 [member]
Disclosure of detailed information about financial instruments [line items]
Total committed facilities available | €		€ 500
Bonds interest rate		1.375%
Eurobonds Due March 2022 [member]
Disclosure of detailed information about financial instruments [line items]
Total committed facilities available | €		€ 250
Bonds interest rate		0.45%
Floating basis		3m EURIBOR
Sterling bonds due November 2020 [member]
Disclosure of detailed information about financial instruments [line items]
Total committed facilities available | £							£ 200.0
Bonds interest rate					6.375%	6.375%	6.375%	6.375%
Sterling bonds due November 2020 [member] | Early Redemption [member]
Disclosure of detailed information about financial instruments [line items]
Bonds interest rate	6.375%
Repayment of bonds | £	£ 200.0
Sterling bonds due September 2046 [member]
Disclosure of detailed information about financial instruments [line items]
Total committed facilities available | £							£ 400.0
Bonds interest rate					2.875%	2.875%	2.875%	2.875%
US revolving credit facilities [member]
Disclosure of detailed information about financial instruments [line items]
Total committed facilities available						$ 2,500	£ 1,961.4
US revolving credit facilities [member] | Weighted average [member]
Disclosure of detailed information about financial instruments [line items]
Bonds interest rate					0.96%	0.96%	0.96%	0.96%	0.78%	0.78%
Borrowings						$ 125			$ 715
US revolving credit facilities [member] | Weighted average [member]
Disclosure of detailed information about financial instruments [line items]
Borrowings averaged equivalent						125
Australian revolving credit facilities due 2019 [member]
Disclosure of detailed information about financial instruments [line items]
Total committed facilities available								$ 150
Australian revolving credit facilities due 2021 [member]
Disclosure of detailed information about financial instruments [line items]
Total committed facilities available								370
Australian New Zealand revolving credit facilities [member]
Disclosure of detailed information about financial instruments [line items]
Borrowings averaged equivalent								$ 439
US Revolving Credit Facilities March 2024 [member] | Borrowings and financing [member]
Disclosure of detailed information about financial instruments [line items]
Total committed facilities available				$ 2,500
US commercial paper [member]
Disclosure of detailed information about financial instruments [line items]
Borrowings						$ 0
US commercial paper [member] | Weighted average [member]
Disclosure of detailed information about financial instruments [line items]
Bonds interest rate					2.28%	2.28%	2.28%	2.28%	1.47%	1.47%
Borrowings						$ 540			$ 860

[1] Prior year figures have been restated for the impact of the adoption of IFRS 15 Revenue from Contracts with Customers, as described in the accounting policies.

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Sources of finance - Analysis of Future Anticipated Cash Flows Related to Debt (Detail) - GBP (£) £ in Millions	Dec. 31, 2018	Dec. 31, 2017
Disclosure of maturity analysis for non-derivative financial liabilities [Line items]
Future anticipated cash flows	£ (8,453.3)	£ (8,810.3)
Effect of discounting/financing rates	1,793.4	1,935.8
Debt financing	(6,659.9)	(6,874.5)
Within one year [member]
Disclosure of maturity analysis for non-derivative financial liabilities [Line items]
Debt financing	(1,025.1)	(624.1)
Between one and two years [member]
Disclosure of maturity analysis for non-derivative financial liabilities [Line items]
Debt financing	(423.8)	(727.6)
Between two and three years [member]
Disclosure of maturity analysis for non-derivative financial liabilities [Line items]
Debt financing	(761.0)	(421.0)
Between three and four years [member]
Disclosure of maturity analysis for non-derivative financial liabilities [Line items]
Debt financing	(609.8)	(1,384.2)
Between four and five years [member]
Disclosure of maturity analysis for non-derivative financial liabilities [Line items]
Debt financing	(670.1)	(356.6)
Over five years [member]
Disclosure of maturity analysis for non-derivative financial liabilities [Line items]
Debt financing	(3,170.1)	(3,361.0)
Borrowings [member]
Disclosure of maturity analysis for non-derivative financial liabilities [Line items]
Future anticipated cash flows	(8,011.3)	(8,417.1)
Borrowings [member] | Within one year [member]
Disclosure of maturity analysis for non-derivative financial liabilities [Line items]
Future anticipated cash flows	(748.4)	(391.7)
Borrowings [member] | Between one and two years [member]
Disclosure of maturity analysis for non-derivative financial liabilities [Line items]
Future anticipated cash flows	(596.8)	(896.3)
Borrowings [member] | Between two and three years [member]
Disclosure of maturity analysis for non-derivative financial liabilities [Line items]
Future anticipated cash flows	(937.1)	(584.3)
Borrowings [member] | Between three and four years [member]
Disclosure of maturity analysis for non-derivative financial liabilities [Line items]
Future anticipated cash flows	(742.5)	(1,537.8)
Borrowings [member] | Between four and five years [member]
Disclosure of maturity analysis for non-derivative financial liabilities [Line items]
Future anticipated cash flows	(786.8)	(487.9)
Borrowings [member] | Over five years [member]
Disclosure of maturity analysis for non-derivative financial liabilities [Line items]
Future anticipated cash flows	(4,199.7)	(4,519.1)
Bank overdrafts [member] | Within one year [member]
Disclosure of maturity analysis for non-derivative financial liabilities [Line items]
Future anticipated cash flows	£ (442.0)	£ (393.2)

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Sources of finance - Analysis of Fixed and Floating Rate Debt by Currency (Detail) € in Millions, £ in Millions, $ in Millions	12 Months Ended
	Dec. 31, 2018 EUR (€)	Dec. 31, 2017 GBP (£)	Dec. 31, 2018 USD ($)	Dec. 31, 2018 GBP (£)
Disclosure of detailed information about financial instruments [line items]
Borrowings		£ 6,481.3		£ 6,217.9
US Dollar bonds [member]
Disclosure of detailed information about financial instruments [line items]
Borrowings | $			$ 2,784
US Dollar bonds [member] | Fixed interest rate [member]
Disclosure of detailed information about financial instruments [line items]
Borrowings		£ 1,146.1		£ 1,154.8
Fixed rate	4.58%	4.62%	4.58%	4.58%
Period (months)	181 months	199 months
US Dollar bonds [member] | Floating interest rate [member]
Disclosure of detailed information about financial instruments [line items]
Borrowings		£ 1,760.9		£ 1,029.6
Floating basis	LIBOR	LIBOR
Sterling bonds [member]
Disclosure of detailed information about financial instruments [line items]
Borrowings				600.0
Sterling bonds [member] | Fixed interest rate [member]
Disclosure of detailed information about financial instruments [line items]
Borrowings		£ 600.0		£ 1,044.1
Fixed rate	3.43%	4.04%	3.43%	3.43%
Period (months)	232 months	245 months
Eurobonds [member]
Disclosure of detailed information about financial instruments [line items]
Borrowings | €	€ 3,700
Eurobonds [member] | Fixed interest rate [member]
Disclosure of detailed information about financial instruments [line items]
Borrowings		£ 2,623.9		£ 2,425.9
Fixed rate	1.99%	1.85%	1.99%	1.99%
Period (months)	75 months	80 months
Eurobonds [member] | Floating interest rate [member]
Disclosure of detailed information about financial instruments [line items]
Borrowings		£ 222.2		£ 449.2
Floating basis	EURIBOR	EURIBOR
Other bonds [member]
Disclosure of detailed information about financial instruments [line items]
Borrowings		£ 128.2		£ 114.3

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Sources of finance - Analysis of Future Anticipated Cash Flows Related of Financial Derivatives (Detail) - GBP (£) £ in Millions	Dec. 31, 2018	Dec. 31, 2017
Trade and Other Payable [member]
Disclosure of maturity analysis for derivative financial liabilities [line items]
Future anticipated cash flows, Financial liabilities	£ 1,376.2	£ 683.9
Future anticipated cash flows, Financial assets	632.5	1,053.5
Trade and Other Payable [member] | Within one year [member]
Disclosure of maturity analysis for derivative financial liabilities [line items]
Future anticipated cash flows, Financial liabilities	229.3	97.8
Future anticipated cash flows, Financial assets	124.6	123.7
Trade and Other Payable [member] | Between one and two years [member]
Disclosure of maturity analysis for derivative financial liabilities [line items]
Future anticipated cash flows, Financial liabilities	50.0	21.4
Future anticipated cash flows, Financial assets	11.8	38.6
Trade and Other Payable [member] | Between two and three years [member]
Disclosure of maturity analysis for derivative financial liabilities [line items]
Future anticipated cash flows, Financial liabilities	688.4	20.5
Future anticipated cash flows, Financial assets	11.5	39.5
Trade and Other Payable [member] | Between three and four years [member]
Disclosure of maturity analysis for derivative financial liabilities [line items]
Future anticipated cash flows, Financial liabilities	408.5	20.7
Future anticipated cash flows, Financial assets	11.6	851.7
Trade and Other Payable [member] | Between four and five years [member]
Disclosure of maturity analysis for derivative financial liabilities [line items]
Future anticipated cash flows, Financial liabilities		523.5
Future anticipated cash flows, Financial assets	11.6
Trade and Other Payable [member] | Over five years [member]
Disclosure of maturity analysis for derivative financial liabilities [line items]
Future anticipated cash flows, Financial assets	461.4
Trade and other receivable [member]
Disclosure of maturity analysis for derivative financial liabilities [line items]
Future anticipated cash flows, Financial liabilities	1,359.1	675.3
Future anticipated cash flows, Financial assets	644.8	1,057.2
Trade and other receivable [member] | Within one year [member]
Disclosure of maturity analysis for derivative financial liabilities [line items]
Future anticipated cash flows, Financial liabilities	221.9	96.7
Future anticipated cash flows, Financial assets	120.6	128.8
Trade and other receivable [member] | Between one and two years [member]
Disclosure of maturity analysis for derivative financial liabilities [line items]
Future anticipated cash flows, Financial liabilities	45.3	20.1
Future anticipated cash flows, Financial assets	6.5	38.8
Trade and other receivable [member] | Between two and three years [member]
Disclosure of maturity analysis for derivative financial liabilities [line items]
Future anticipated cash flows, Financial liabilities	685.3	18.8
Future anticipated cash flows, Financial assets	6.4	38.6
Trade and other receivable [member] | Between three and four years [member]
Disclosure of maturity analysis for derivative financial liabilities [line items]
Future anticipated cash flows, Financial liabilities	406.6	18.6
Future anticipated cash flows, Financial assets	6.5	851.0
Trade and other receivable [member] | Between four and five years [member]
Disclosure of maturity analysis for derivative financial liabilities [line items]
Future anticipated cash flows, Financial liabilities		£ 521.1
Future anticipated cash flows, Financial assets	6.6
Trade and other receivable [member] | Over five years [member]
Disclosure of maturity analysis for derivative financial liabilities [line items]
Future anticipated cash flows, Financial assets	£ 498.2

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Analysis of cash flows - Summary of Analysis of Cash Flows (Detail) - GBP (£) £ in Millions	12 Months Ended
	Dec. 31, 2018	Dec. 31, 2017		Dec. 31, 2016		Dec. 31, 2015
Disclosure Of Cash Flow Statement [line items]
Profit for the year	£ 1,139.4	£ 1,912.3	[1]	£ 1,501.6	[1]
Taxation	323.9	197.0		388.9
Revaluation of financial instruments	(172.9)	(262.2)	[1]	48.3	[1]
Finance costs	289.3	269.8		254.5
Finance income	(104.8)	(95.2)		(80.4)
Share of results of associates	(43.5)	(113.5)		(49.8)
Non-cash share-based incentive plans (including share options)	84.8	105.0		106.5
Depreciation of property, plant and equipment	225.1	230.7		220.8
Impairment of goodwill	183.9	27.1		27.0
Amortisation and impairment of acquired intangible assets	280.0	195.1		168.4
Amortisation of other intangible assets	38.7	36.3		38.6
Investment write-downs	2.0	95.9		86.1
Gains on disposal of investments and subsidiaries	(235.5)	(129.0)		(44.3)
(Gains)/losses on remeasurement of equity interests arising from a change in scope of ownership	(2.0)	0.3		(232.4)
Losses on sale of property, plant and equipment	0.6	1.1		0.8
Increase in trade receivables and accrued income	(298.9)	(90.4)		(70.4)
Increase/(decrease) in trade payables and deferred income	500.9	(170.8)		188.7
(Increase)/decrease in other receivables	(52.9)	(110.6)		77.4
Decrease in other payables - short-term	(31.8)	(122.8)		(303.7)
Increase in other payables - long-term	0.4	20.1		4.5
Increase/(decrease) in provisions	48.0	(57.3)		(47.8)
Corporation and overseas tax paid	(383.6)	(424.7)		(414.2)
Interest and similar charges paid	(252.8)	(246.6)		(242.1)
Interest received	90.4	76.9		73.9
Investment income	15.4	16.8		12.5
Dividends from associates	49.7	46.8		60.4
Net cash inflow from operating activities	1,693.8	1,408.1		1,773.8
Acquisitions and disposals:
Initial cash consideration	(126.7)	(214.8)		(424.1)
Cash and cash equivalents acquired (net)	(3.8)	28.9		57.3
Earnout payments	(120.2)	(199.1)		(92.3)
Purchase of other investments (including associates)	(48.1)	(92.5)		(260.2)
Acquisitions	(298.8)	(477.5)		(719.3)
Proceeds on disposal of investments and subsidiaries	849.0	296.0		80.5
Acquisitions and disposals	550.2	(181.5)		(638.8)
Cash consideration for non-controlling interests	(109.9)	(47.3)		(58.3)
Net cash inflow/(outflow)	440.3	(228.8)		(697.1)
Share repurchases and buy-backs:
Purchase of own shares by ESOP Trusts	(102.8)	(214.6)		(152.9)
Shares purchased into treasury	(104.3)	(289.6)		(274.5)
Net cash outflow	(207.1)	(504.2)		(427.4)
Net increase/(decrease) in borrowings:
(Decrease)/increase in drawings on bank loans	(819.3)	785.6		(30.4)
Net cash (outflow)/inflow	(440.6)	599.6		(22.5)
Cash and cash equivalents:
Cash at bank and in hand	2,010.8	2,049.6		2,256.2
Short-term bank deposits	632.4	341.8		180.7
Overdrafts	(442.0)	(393.2)		(534.3)
Cash and cash equivalents	2,201.2	1,998.2		1,902.6		£ 1,946.6
Proceeds from issue of EURO 250 million bonds [member]
Net increase/(decrease) in borrowings:
Proceeds from issues of bonds	218.8	214.0
Proceeds from issue of EURO 500 million bonds [member]
Net increase/(decrease) in borrowings:
Proceeds from issues of bonds	438.0
Repayment of EURO 252 million bonds [member]
Net increase/(decrease) in borrowings:
Repayment of bonds	(220.0)
Partial repayment of USD 300 million bonds [member]
Net increase/(decrease) in borrowings:
Repayment of bonds	(20.8)
Partial repayment of USD 500 million bonds [member]
Net increase/(decrease) in borrowings:
Repayment of bonds	£ (37.3)
Repayment of GBP 400 million bonds [member]
Net increase/(decrease) in borrowings:
Repayment of bonds		£ (400.0)
Proceeds from issue of GBP 400 million bonds [member]
Net increase/(decrease) in borrowings:
Proceeds from issues of bonds				400.0
Repayment of EUR 498 million bonds [member]
Net increase/(decrease) in borrowings:
Repayment of bonds				£ (392.1)

[1] Prior year figures have been restated for the impact of the adoption of IFRS 15 Revenue from Contracts with Customers, as described in the accounting policies.

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Analysis of cash flows - Summary of Analysis of Cash Flows (Parenthetical) (Detail) - Dec. 31, 2018	EUR (€)	USD ($)	GBP (£)
Disclosure Of Cash Flow Statement [line items]
Cash and cash equivalents acquired from acquisitions			£ 11,300,000
Cash and cash equivalents acquired from disposals			15,100,000
Bond amount			8,357,600,000
Proceeds from issue of EURO 250 million bonds [member]
Disclosure Of Cash Flow Statement [line items]
Bond amount | €	€ 250,000,000
Proceeds from issue of EURO 500 million bonds [member]
Disclosure Of Cash Flow Statement [line items]
Bond amount | €	500,000,000
Repayment of EURO 252 million bonds [member]
Disclosure Of Cash Flow Statement [line items]
Bond amount | €	252,000,000
Partial repayment of USD 300 million bonds [member]
Disclosure Of Cash Flow Statement [line items]
Bond amount | $		$ 300,000,000
Partial repayment of USD 500 million bonds [member]
Disclosure Of Cash Flow Statement [line items]
Bond amount | $		$ 500,000,000
Repayment of GBP 400 million bonds [member]
Disclosure Of Cash Flow Statement [line items]
Bond amount			400,000,000
Proceeds from issue of GBP 400 million bonds [member]
Disclosure Of Cash Flow Statement [line items]
Bond amount			£ 400,000,000
Repayment of EUR 498 million bonds [member]
Disclosure Of Cash Flow Statement [line items]
Bond amount | €	€ 498,000,000

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Intangible assets - Movement of Goodwill (Detail) - GBP (£) £ in Millions	12 Months Ended
	Dec. 31, 2018		Dec. 31, 2017		Dec. 31, 2016
Disclosure of reconciliation of changes in goodwill [line items]
Beginning balance	£ 12,952.9	[1]	£ 13,214.3
Impairment losses for the year	183.9		27.1		£ 27.0
Ending balance	13,202.8		12,952.9	[1]	13,214.3
Cost [member]
Disclosure of reconciliation of changes in goodwill [line items]
Beginning balance	13,675.3		13,939.4
Additions	154.4		301.0
Revision of earnout estimates	(68.3)		(60.7)
Exchange adjustments	368.1		(504.4)
Ending balance	14,129.5		13,675.3		13,939.4
Accumulated impairment losses and write-downs [member]
Disclosure of reconciliation of changes in goodwill [line items]
Beginning balance	722.4		725.1
Impairment losses for the year	183.9		27.1
Exchange adjustments	20.4		(29.8)
Ending balance	£ 926.7		£ 722.4		£ 725.1

[1] Prior year figures have been restated for the impact of the adoption of IFRS 15 Revenue from Contracts with Customers, as described in the accounting policies.

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Intangible assets - Cash-generating Units with Significant Goodwill (Detail) - GBP (£) £ in Millions	Dec. 31, 2018	Dec. 31, 2017		Dec. 31, 2016
Disclosure of information for cash-generating units [line items]
Goodwill	£ 13,202.8	£ 12,952.9	[1]	£ 13,214.3
GroupM [member]
Disclosure of information for cash-generating units [line items]
Goodwill	2,942.9	2,906.7
Kantar [member]
Disclosure of information for cash-generating units [line items]
Goodwill	2,522.9	2,518.2
Wunderman [member]
Disclosure of information for cash-generating units [line items]
Goodwill	1,581.2	1,514.5
VMLY&R [member]
Disclosure of information for cash-generating units [line items]
Goodwill	930.4	1,091.8
Other [member]
Disclosure of information for cash-generating units [line items]
Goodwill	£ 5,225.4	£ 4,921.7

[1] Prior year figures have been restated for the impact of the adoption of IFRS 15 Revenue from Contracts with Customers, as described in the accounting policies.

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Intangible assets - Movements of Other Intangible Assets (Detail) - GBP (£) £ in Millions	12 Months Ended
	Dec. 31, 2018		Dec. 31, 2017
Disclosure of detailed information about intangible assets [line items]
Beginning balance	£ 2,018.4	[1]	£ 2,217.3
Charge for the year	126.1		6.0
Ending balance	1,842.0		2,018.4	[1]
Cost [member]
Disclosure of detailed information about intangible assets [line items]
Beginning balance	4,040.6		4,080.9
Additions	60.4		37.3
Disposals	(38.2)		(15.8)
New acquisitions	40.3		79.8
Other movements	(4.5)		13.6
Exchange adjustments	81.5		(155.2)
Ending balance	4,180.1		4,040.6
Amortisation and impairment [member]
Disclosure of detailed information about intangible assets [line items]
Beginning balance	2,022.2		1,863.6
Charge for the year	314.5		225.7
Disposals	(28.0)		(14.9)
Other movements	(1.9)		2.5
Exchange adjustments	31.3		(54.7)
Ending balance	2,338.1		2,022.2
Brands with an indefinite useful life [member]
Disclosure of detailed information about intangible assets [line items]
Beginning balance	1,081.3		1,141.3
Ending balance	1,132.8		1,081.3
Brands with an indefinite useful life [member] | Cost [member]
Disclosure of detailed information about intangible assets [line items]
Beginning balance	1,081.3		1,141.3
Exchange adjustments	51.5		(60.0)
Ending balance	1,132.8		1,081.3
Acquired intangibles [member]
Disclosure of detailed information about intangible assets [line items]
Beginning balance	829.1		972.5
Ending balance	594.8		829.1
Acquired intangibles [member] | Cost [member]
Disclosure of detailed information about intangible assets [line items]
Beginning balance	2,547.8		2,535.5
Disposals	(0.9)
New acquisitions	40.3		79.0
Other movements	2.9		6.4
Exchange adjustments	19.9		(73.1)
Ending balance	2,610.0		2,547.8
Acquired intangibles [member] | Amortisation and impairment [member]
Disclosure of detailed information about intangible assets [line items]
Beginning balance	1,718.7		1,563.0
Charge for the year	275.8		189.4
Disposals	(0.7)
Exchange adjustments	21.4		(33.7)
Ending balance	2,015.2		1,718.7
Other [member]
Disclosure of detailed information about intangible assets [line items]
Beginning balance	108.0		103.5
Ending balance	114.4		108.0
Other [member] | Cost [member]
Disclosure of detailed information about intangible assets [line items]
Beginning balance	411.5		404.1
Additions	60.4		37.3
Disposals	(37.3)		(15.8)
New acquisitions			0.8
Other movements	(7.4)		7.2
Exchange adjustments	10.1		(22.1)
Ending balance	437.3		411.5
Other [member] | Amortisation and impairment [member]
Disclosure of detailed information about intangible assets [line items]
Beginning balance	303.5		300.6
Charge for the year	38.7		36.3
Disposals	(27.3)		(14.9)
Other movements	(1.9)		2.5
Exchange adjustments	9.9		(21.0)
Ending balance	£ 322.9		£ 303.5

[1] Prior year figures have been restated for the impact of the adoption of IFRS 15 Revenue from Contracts with Customers, as described in the accounting policies.

XML

Intangible assets - Additional Information (Detail) - GBP (£) £ in Millions	12 Months Ended
	Dec. 31, 2018	Dec. 31, 2017		Dec. 31, 2016
Disclosure of detailed information about intangible assets [line items]
Other Intangible Assets	£ 1,842.0	£ 2,018.4	[1]	£ 2,217.3
Amortisation and impairment of acquired intangible assets	280.0	195.1
Impairment charge on intangible assets	£ 126.1	£ 6.0
Pre-tax discount rate	9.00%	8.50%
Assumed annual long-term growth rate	3.00%	3.00%
Goodwill impairment charge	£ 183.9	£ 27.1		27.0
Discount Rates [member] | VMLY&R [member]
Disclosure of detailed information about intangible assets [line items]
Percentage of movement in discount rate	0.10%
Increase or decrease the impairment charge	£ 23.0
Terminal Growth Rate [member] | VMLY&R [member]
Disclosure of detailed information about intangible assets [line items]
Increase or decrease the impairment charge	£ 19.0
Percentage Of Movement In Terminal growth rate	0.10%
Terminal margin [member] | VMLY&R [member]
Disclosure of detailed information about intangible assets [line items]
Increase or decrease the impairment charge	£ 8.0
Percentage Of Movement In Terminal Margin	0.10%
VMLY&R [member]
Disclosure of detailed information about intangible assets [line items]
Pre-tax discount rate	8.70%	8.50%
Impairment loss recoverable amount	£ 1,327.3
Other business [member]
Disclosure of detailed information about intangible assets [line items]
Goodwill impairment charge	35.9
Advertising and media investment management [member]
Disclosure of detailed information about intangible assets [line items]
Impairment charge on intangible assets	70.6
Goodwill impairment charge	148.0	£ 19.5		20.9
Advertising and media investment management [member] | VMLY&R [member]
Disclosure of detailed information about intangible assets [line items]
Goodwill impairment charge	148.0
Data investment management [member]
Disclosure of detailed information about intangible assets [line items]
Impairment charge on intangible assets	38.2
Goodwill impairment charge	0.9
Brand consulting, health & wellness and specialist communications [member]
Disclosure of detailed information about intangible assets [line items]
Impairment charge on intangible assets	17.3
Goodwill impairment charge	£ 35.0			£ 6.1
Top of range [member]
Disclosure of detailed information about intangible assets [line items]
Management forecasts for a projection period	Five years
Associates [member]
Disclosure of detailed information about intangible assets [line items]
Amortisation and impairment of acquired intangible assets	£ 4.2	5.7
Brand names [member]
Disclosure of detailed information about intangible assets [line items]
Other Intangible Assets	361.2	445.6
Impairment charge on intangible assets	58.6
Customer-related intangibles [member]
Disclosure of detailed information about intangible assets [line items]
Other Intangible Assets	220.6	360.9
Other acquired intangible assets [member]
Disclosure of detailed information about intangible assets [line items]
Other Intangible Assets	13.0	£ 22.6
Customer relationships [member]
Disclosure of detailed information about intangible assets [line items]
Impairment charge on intangible assets	£ 67.5

[1] Prior year figures have been restated for the impact of the adoption of IFRS 15 Revenue from Contracts with Customers, as described in the accounting policies.

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Property, plant and equipment - Summary of Property, Plant and Equipment (Detail) - GBP (£) £ in Millions	12 Months Ended
	Dec. 31, 2018		Dec. 31, 2017		Dec. 31, 2016
Disclosure of detailed information about property, plant and equipment [line items]
Beginning balance	£ 979.5	[1]	£ 968.7
Charge for the year	225.1		230.7		£ 215.2
Ending balance	1,083.0		979.5	[1]	968.7
Cost [member]
Disclosure of detailed information about property, plant and equipment [line items]
Beginning balance	2,317.9		2,322.0
Additions	314.8		288.9
New acquisitions	3.1		5.5
Disposals	(255.7)		(142.6)
Exchange adjustments	60.6		(155.9)
Ending balance	2,440.7		2,317.9		2,322.0
Depreciation [member]
Disclosure of detailed information about property, plant and equipment [line items]
Beginning balance	1,338.4		1,353.3
Charge for the year	225.1		230.7
Disposals	(240.5)		(134.8)
Exchange adjustments	34.7		(110.8)
Ending balance	1,357.7		1,338.4		1,353.3
Land [member]
Disclosure of detailed information about property, plant and equipment [line items]
Beginning balance	37.1		37.1
Ending balance	37.1		37.1		37.1
Land [member] | Cost [member]
Disclosure of detailed information about property, plant and equipment [line items]
Beginning balance	37.1		37.1
Ending balance	37.1		37.1		37.1
Freehold buildings [member]
Disclosure of detailed information about property, plant and equipment [line items]
Beginning balance	90.3		101.2
Ending balance	108.4		90.3		101.2
Freehold buildings [member] | Cost [member]
Disclosure of detailed information about property, plant and equipment [line items]
Beginning balance	118.8		126.4
Additions	17.7		4.3
New acquisitions	0.1
Disposals			(1.2)
Exchange adjustments	(1.1)		(10.7)
Ending balance	135.5		118.8		126.4
Freehold buildings [member] | Depreciation [member]
Disclosure of detailed information about property, plant and equipment [line items]
Beginning balance	28.5		25.2
Charge for the year	3.1		6.9
Disposals			(1.9)
Exchange adjustments	(4.5)		(1.7)
Ending balance	27.1		28.5		25.2
Leasehold buildings [member]
Disclosure of detailed information about property, plant and equipment [line items]
Beginning balance	555.7		502.7
Ending balance	635.1		555.7		502.7
Leasehold buildings [member] | Cost [member]
Disclosure of detailed information about property, plant and equipment [line items]
Beginning balance	1,081.8		1,012.5
Additions	161.4		165.0
New acquisitions	0.9		2.0
Disposals	(83.5)		(46.1)
Exchange adjustments	41.8		(51.6)
Ending balance	1,202.4		1,081.8		1,012.5
Leasehold buildings [member] | Depreciation [member]
Disclosure of detailed information about property, plant and equipment [line items]
Beginning balance	526.1		509.8
Charge for the year	91.5		86.7
Disposals	(74.6)		(42.6)
Exchange adjustments	24.3		(27.8)
Ending balance	567.3		526.1		509.8
Fixtures, fittings and equipment [member]
Disclosure of detailed information about property, plant and equipment [line items]
Beginning balance	140.3		162.6
Ending balance	145.6		140.3		162.6
Fixtures, fittings and equipment [member] | Cost [member]
Disclosure of detailed information about property, plant and equipment [line items]
Beginning balance	377.2		402.6
Additions	49.9		31.7
New acquisitions	1.2		2.4
Disposals	(62.9)		(40.7)
Exchange adjustments	9.9		(18.8)
Ending balance	375.3		377.2		402.6
Fixtures, fittings and equipment [member] | Depreciation [member]
Disclosure of detailed information about property, plant and equipment [line items]
Beginning balance	236.9		240.0
Charge for the year	44.4		47.0
Disposals	(58.0)		(35.9)
Exchange adjustments	6.4		(14.2)
Ending balance	229.7		236.9		240.0
Computer equipment [member]
Disclosure of detailed information about property, plant and equipment [line items]
Beginning balance	156.1		165.1
Ending balance	156.8		156.1		165.1
Computer equipment [member] | Cost [member]
Disclosure of detailed information about property, plant and equipment [line items]
Beginning balance	703.0		743.4
Additions	85.8		87.9
New acquisitions	0.9		1.1
Disposals	(109.3)		(54.6)
Exchange adjustments	10.0		(74.8)
Ending balance	690.4		703.0		743.4
Computer equipment [member] | Depreciation [member]
Disclosure of detailed information about property, plant and equipment [line items]
Beginning balance	546.9		578.3
Charge for the year	86.1		90.1
Disposals	(107.9)		(54.4)
Exchange adjustments	8.5		(67.1)
Ending balance	£ 533.6		£ 546.9		£ 578.3

[1] Prior year figures have been restated for the impact of the adoption of IFRS 15 Revenue from Contracts with Customers, as described in the accounting policies.

XML

Property, plant and equipment - Additional Information (Detail) - GBP (£) £ in Millions	Dec. 31, 2018	Dec. 31, 2017
Property, plant and equipment [member]
Disclosure of detailed information about property, plant and equipment [line items]
Capital commitments contracted	£ 28.4	£ 137.2

XML

Interests in associates, joint ventures and other investments - Movements in Associates, Joint Ventures and Other Investments (Detail) - GBP (£) £ in Millions	12 Months Ended
	Dec. 31, 2018		Dec. 31, 2017		Dec. 31, 2016
Movements in interests in associates and joint ventures
Beginning balance	£ 1,065.2	[1]	£ 1,069.4
Additions	16.7		34.5
Share of results of associate undertakings (note 4)	43.5		113.5	[1]	£ 49.8	[1]
Dividends	(49.7)		(46.8)
Other movements	1.2		3.4
Reclassification from other investments to associates	0.3		57.1
Exchange adjustments	12.9		(10.6)
Disposals	(304.0)		(139.1)
Reclassification to subsidiaries	16.9		(6.3)
Amortisation of other intangible assets	(4.2)		(5.7)
Write-downs	(2.0)		(4.2)
Ending balance	796.8		1,065.2	[1]	1,069.4
Movements in interests in other investments
Beginning balance	1,153.5	[1]	1,310.3
Additions	35.0		67.7
Reclassification from other investments to associates	(0.3)		(57.1)
Exchange adjustments			(106.1)
Disposals	(341.7)		(1.7)
Revaluation of other investments			32.1
Revaluation of other investments through profit or loss	68.1
Write-downs			(91.7)
Revaluation of other investments through other comprehensive income	(247.9)
Ending balance	£ 666.7		£ 1,153.5	[1]	£ 1,310.3

[1] Prior year figures have been restated for the impact of the adoption of IFRS 15 Revenue from Contracts with Customers, as described in the accounting policies.

XML

Interests in associates, joint ventures and other investments - Principal Associates and Joint Ventures (Detail)	12 Months Ended
	Dec. 31, 2018
Barrows Design and Manufacturing (Pty) Limited [member]
Disclosure of principal associates and joint ventures [line items]
Associate, Country of incorporation	South Africa
Associate, % owned	35.00%
Chime Communications Ltd [member]
Disclosure of principal associates and joint ventures [line items]
Associate, Country of incorporation	UK
Associate, % owned	24.90%
CVSC Sofres Media Co Limited [member]
Disclosure of principal associates and joint ventures [line items]
Associate, Country of incorporation	China
Associate, % owned	40.00%
Dat Viet VAC Media Corporation [member]
Disclosure of principal associates and joint ventures [line items]
Associate, Country of incorporation	Vietnam
Associate, % owned	30.00%
GIIR Inc [member]
Disclosure of principal associates and joint ventures [line items]
Associate, Country of incorporation	Korea
Associate, % owned	30.00%
Haworth Marketing & Media Company [member]
Disclosure of principal associates and joint ventures [line items]
Associate, Country of incorporation	USA
Associate, % owned	49.00%
High Co SA [member]
Disclosure of principal associates and joint ventures [line items]
Associate, Country of incorporation	France
Associate, % owned	34.10%
Imagina [member]
Disclosure of principal associates and joint ventures [line items]
Associate, Country of incorporation	Spain
Associate, % owned	22.50%
Marktest Investimentos SGPS S.A. [member]
Disclosure of principal associates and joint ventures [line items]
Associate, Country of incorporation	Portugal
Associate, % owned	40.00%
Nanjing Yindu Ogilvy Advertising Co. Ltd [member]
Disclosure of principal associates and joint ventures [line items]
Associate, Country of incorporation	China
Associate, % owned	49.00%
Richard Attias and Associates [member]
Disclosure of principal associates and joint ventures [line items]
Associate, Country of incorporation	USA
Associate, % owned	49.00%
Smollan Holdings (Pty) Ltd. [member]
Disclosure of principal associates and joint ventures [line items]
Associate, Country of incorporation	South Africa
Associate, % owned	24.80%

XML

Interests in associates, joint ventures and other investments - Additional Information (Detail) - GBP (£) £ in Millions	Dec. 31, 2018	Dec. 31, 2017		Dec. 31, 2016
Disclosure of principal associates and joint ventures [line items]
Carrying value (including goodwill and other intangibles) of equity interests	£ 796.8	£ 1,065.2	[1]	£ 1,069.4
GIIR Inc [member]
Disclosure of principal associates and joint ventures [line items]
Market value of equity interests	26.3	35.4
Carrying value (including goodwill and other intangibles) of equity interests	46.8	41.6
High Co SA [member]
Disclosure of principal associates and joint ventures [line items]
Market value of equity interests	30.3	33.3
Carrying value (including goodwill and other intangibles) of equity interests	37.1	34.5
Associates and Other Investments [member]
Disclosure of principal associates and joint ventures [line items]
Capital commitments contracted	£ 31.4	£ 54.2

[1] Prior year figures have been restated for the impact of the adoption of IFRS 15 Revenue from Contracts with Customers, as described in the accounting policies.

XML

Interests in associates, joint ventures and other investments - Summary of Aggregate Financial Performance and Net Asset Position of Associates and Joint Ventures (Detail) - GBP (£) £ in Millions		12 Months Ended
		Dec. 31, 2018	Dec. 31, 2017		Dec. 31, 2016
Income statement
Revenue	[1],[2]	£ 15,602.4	£ 15,804.2		£ 14,887.3
Operating profit		1,431.4	1,908.2	[2]	2,063.1	[2]
Profit before taxation		1,463.3	2,109.3	[2]	1,890.5	[2]
Profit for the year		1,139.4	1,912.3	[2]	1,501.6	[2]
Balance sheet
Net assets		9,806.6	9,956.1	[2]
Associates and Joint Ventures [member]
Income statement
Revenue		3,685.8	3,800.8		2,254.5
Operating profit		378.4	440.4		308.3
Profit before taxation		194.7	381.9		237.2
Profit for the year		118.1	312.5		156.7
Balance sheet
Assets		2,940.9	3,192.9		4,223.1
Liabilities		(1,570.6)	(1,633.7)		(1,900.0)
Net assets		£ 1,370.3	£ 1,559.2		£ 2,323.1

[1] Intersegment sales have not been separately disclosed as they are not material.

[2] Prior year figures have been restated for the impact of the adoption of IFRS 15 Revenue from Contracts with Customers, as described in the accounting policies.

XML

Deferred tax - Analysis of Deferred Tax Balances for Financial Reporting Purposes (Detail) - GBP (£) £ in Millions	Dec. 31, 2018	Dec. 31, 2017
Disclosure of temporary difference, unused tax losses and unused tax credits [line items]
Deferred tax assets	£ 153.0	£ 160.3	[1]
Deferred tax liabilities	(479.5)	(513.7)	[1]
Deferred tax assets (liabilities)	(326.5)	(353.4)
Deferred tax assets, offset	(259.0)	(251.5)
Deferred tax liabilities, offset	259.0	251.5
Gross amount before offset [member]
Disclosure of temporary difference, unused tax losses and unused tax credits [line items]
Deferred tax assets	412.0	411.8
Deferred tax liabilities	(738.5)	(765.2)
Deferred tax assets (liabilities)	£ (326.5)	£ (353.4)

[1] Prior year figures have been restated for the impact of the adoption of IFRS 15 Revenue from Contracts with Customers, as described in the accounting policies.

XML

Deferred tax - Movements of Major Gross Deferred Tax Assets (Detail) - GBP (£) £ in Millions		12 Months Ended
		Dec. 31, 2018	Dec. 31, 2017
Disclosure of temporary difference, unused tax losses and unused tax credits [line items]
Beginning balance	[1]	£ 160.3
Ending balance		153.0	£ 160.3	[1]
Gross deferred tax assets [member]
Disclosure of temporary difference, unused tax losses and unused tax credits [line items]
Beginning balance		411.8	598.0
Acquisition of subsidiaries		2.0	2.6
(Charge)/credit to income		(16.6)	(60.2)
Impact of US tax reform			(62.1)
Charge to other comprehensive income		(0.2)	(20.9)
Charge to equity		(1.6)	(27.3)
Exchange differences		16.6	(18.3)
Ending balance		412.0	411.8
Gross deferred tax assets [member] | Deferred compensation [member]
Disclosure of temporary difference, unused tax losses and unused tax credits [line items]
Beginning balance		53.5	95.6
(Charge)/credit to income		4.7	(5.5)
Impact of US tax reform			(30.8)
Exchange differences		3.4	(5.8)
Ending balance		61.6	53.5
Gross deferred tax assets [member] | Accounting provisions and accruals [member]
Disclosure of temporary difference, unused tax losses and unused tax credits [line items]
Beginning balance		84.9	80.6
(Charge)/credit to income		13.0	6.6
Impact of US tax reform			(8.1)
Exchange differences		3.5	5.8
Ending balance		101.4	84.9
Gross deferred tax assets [member] | Retirement benefit obligation [member]
Disclosure of temporary difference, unused tax losses and unused tax credits [line items]
Beginning balance		75.6	141.4
(Charge)/credit to income		(11.2)	(10.2)
Impact of US tax reform			(29.1)
Charge to other comprehensive income		(0.2)	(20.9)
Exchange differences		4.3	(5.6)
Ending balance		68.5	75.6
Gross deferred tax assets [member] | Property, plant and equipment [member]
Disclosure of temporary difference, unused tax losses and unused tax credits [line items]
Beginning balance		68.4	70.8
(Charge)/credit to income		(20.6)	6.9
Impact of US tax reform			(6.8)
Exchange differences		0.1	(2.5)
Ending balance		47.9	68.4
Gross deferred tax assets [member] | Tax losses and credits [member]
Disclosure of temporary difference, unused tax losses and unused tax credits [line items]
Beginning balance		72.7	89.7
(Charge)/credit to income		(8.9)	(34.4)
Impact of US tax reform			23.1
Exchange differences		3.3	(5.7)
Ending balance		67.1	72.7
Gross deferred tax assets [member] | Share-based payments [member]
Disclosure of temporary difference, unused tax losses and unused tax credits [line items]
Beginning balance		33.0	75.8
(Charge)/credit to income		(15.3)	(0.4)
Impact of US tax reform			(10.9)
Charge to equity		(1.6)	(27.3)
Exchange differences		0.7	(4.2)
Ending balance		16.8	33.0
Gross deferred tax assets [member] | Restructuring provisions [member]
Disclosure of temporary difference, unused tax losses and unused tax credits [line items]
Beginning balance		5.8	5.9
(Charge)/credit to income		10.7	(1.5)
Impact of US tax reform			1.6
Exchange differences		0.8	(0.2)
Ending balance		17.3	5.8
Gross deferred tax assets [member] | Other temporary differences [member]
Disclosure of temporary difference, unused tax losses and unused tax credits [line items]
Beginning balance		17.9	38.2
Acquisition of subsidiaries		2.0	2.6
(Charge)/credit to income		11.0	(21.7)
Impact of US tax reform			(1.1)
Exchange differences		0.5	(0.1)
Ending balance		£ 31.4	£ 17.9

[1] Prior year figures have been restated for the impact of the adoption of IFRS 15 Revenue from Contracts with Customers, as described in the accounting policies.

XML

Deferred tax - Movements of Gross Deferred Tax Liabilities (Detail) - GBP (£) £ in Millions		12 Months Ended
		Dec. 31, 2018	Dec. 31, 2017
Disclosure of temporary difference, unused tax losses and unused tax credits [line items]
Beginning balance	[1]	£ 513.7
Ending balance		479.5	£ 513.7	[1]
Gross deferred tax liabilities [member]
Disclosure of temporary difference, unused tax losses and unused tax credits [line items]
Beginning balance		765.2	1,150.0
Acquisition of subsidiaries		10.7	21.4
(Credit)/charge to income		(62.8)	(53.9)
Impact of US tax reform			(296.2)
Charge to other comprehensive income		0.5	3.7
Exchange differences		24.9	(59.8)
Ending balance		738.5	765.2
Gross deferred tax liabilities [member] | Brands and other intangibles [member]
Disclosure of temporary difference, unused tax losses and unused tax credits [line items]
Beginning balance		489.2	755.9
Acquisition of subsidiaries		10.7	21.4
(Credit)/charge to income		(68.8)	(49.9)
Impact of US tax reform			(203.8)
Exchange differences		7.5	(34.4)
Ending balance		438.6	489.2
Gross deferred tax liabilities [member] | Associate earnings [member]
Disclosure of temporary difference, unused tax losses and unused tax credits [line items]
Beginning balance		21.6	28.3
(Credit)/charge to income		(3.9)	(6.0)
Exchange differences		(0.1)	(0.7)
Ending balance		17.6	21.6
Gross deferred tax liabilities [member] | Goodwill [member]
Disclosure of temporary difference, unused tax losses and unused tax credits [line items]
Beginning balance		140.4	232.5
(Credit)/charge to income		31.8	0.7
Impact of US tax reform			(76.3)
Exchange differences		10.1	(16.5)
Ending balance		182.3	140.4
Gross deferred tax liabilities [member] | Property, plant and equipment [member]
Disclosure of temporary difference, unused tax losses and unused tax credits [line items]
Beginning balance		21.2	36.2
(Credit)/charge to income		(0.3)	(0.5)
Impact of US tax reform			(11.9)
Exchange differences		1.3	(2.6)
Ending balance		22.2	21.2
Gross deferred tax liabilities [member] | Financial instruments [member]
Disclosure of temporary difference, unused tax losses and unused tax credits [line items]
Beginning balance		36.2	64.0
(Credit)/charge to income		(0.9)	(3.3)
Impact of US tax reform			(22.2)
Exchange differences		4.6	(2.3)
Ending balance		39.9	36.2
Gross deferred tax liabilities [member] | Other temporary differences [member]
Disclosure of temporary difference, unused tax losses and unused tax credits [line items]
Beginning balance		56.6	33.1
(Credit)/charge to income		(20.7)	5.1
Impact of US tax reform			18.0
Charge to other comprehensive income		0.5	3.7
Exchange differences		1.5	(3.3)
Ending balance		£ 37.9	£ 56.6

[1] Prior year figures have been restated for the impact of the adoption of IFRS 15 Revenue from Contracts with Customers, as described in the accounting policies.

XML

Deferred tax - Additional Information (Detail) - GBP (£) £ in Millions	12 Months Ended
	Dec. 31, 2018	Dec. 31, 2017
Disclosure of temporary difference, unused tax losses and unused tax credits [line items]
Gross tax losses and other temporary differences available for offset against future profits	£ 6,638.6	£ 6,208.6
Gross tax losses and other temporary differences, deferred tax assets that have been recognised	1,763.4	1,539.3
Gross tax losses and other temporary differences, deferred tax assets that have not been recognised	4,875.2	4,669.3
Unrecognised temporary differences	46.4	56.5
Losses carried forward	4,572.6	4,421.5
Temporary differences, deferred tax liabilities that have not been recognised	£ 1,768.5	£ 3,898.0
Bottom of range [member]
Disclosure of temporary difference, unused tax losses and unused tax credits [line items]
Unrecognised temporary differences, period	1 year
Top of range [member]
Disclosure of temporary difference, unused tax losses and unused tax credits [line items]
Unrecognised temporary differences, period	10 years

XML

Trade and other receivables - Summary of Trade and Other Receivables, Amounts Falling Due Within One Year (Detail) - GBP (£) £ in Millions	Dec. 31, 2018	Dec. 31, 2017
Trade and other current receivables [abstract]
Trade receivables (net of bad debt provision)	£ 8,062.2	£ 7,889.7
Work in progress	366.5	401.1
VAT and sales taxes recoverable	264.2	202.3
Prepayments	287.3	298.3
Accrued income	3,541.2	3,205.8
Fair value of derivatives	1.3	1.0
Other debtors	578.8	532.5
Trade and other receivables	£ 13,101.5	£ 12,530.7	[1]

[1] Prior year figures have been restated for the impact of the adoption of IFRS 15 Revenue from Contracts with Customers, as described in the accounting policies.

XML

Trade and other receivables - Ageing of Trade Receivables and Other Financial Assets (Detail) - GBP (£) £ in Millions	Dec. 31, 2018	Dec. 31, 2017
Disclosure of financial assets [Line items]
Financial assets	£ 8,613.9	£ 8,390.1
Trade receivables [member]
Disclosure of financial assets [Line items]
Financial assets	8,062.2	7,889.7
Other financial assets [member]
Disclosure of financial assets [Line items]
Financial assets	551.7	500.4
0-30 days [member]
Disclosure of financial assets [Line items]
Financial assets	1,432.0	1,736.6
0-30 days [member] | Trade receivables [member]
Disclosure of financial assets [Line items]
Financial assets	1,370.7	1,629.6
0-30 days [member] | Other financial assets [member]
Disclosure of financial assets [Line items]
Financial assets	61.3	107.0
31-90 days [member]
Disclosure of financial assets [Line items]
Financial assets	563.3	583.6
31-90 days [member] | Trade receivables [member]
Disclosure of financial assets [Line items]
Financial assets	549.1	577.0
31-90 days [member] | Other financial assets [member]
Disclosure of financial assets [Line items]
Financial assets	14.2	6.6
91-180 days [member]
Disclosure of financial assets [Line items]
Financial assets	136.9	147.7
91-180 days [member] | Trade receivables [member]
Disclosure of financial assets [Line items]
Financial assets	128.3	143.0
91-180 days [member] | Other financial assets [member]
Disclosure of financial assets [Line items]
Financial assets	8.6	4.7
181 days - 1 year [member]
Disclosure of financial assets [Line items]
Financial assets	83.3	59.1
181 days - 1 year [member] | Trade receivables [member]
Disclosure of financial assets [Line items]
Financial assets	75.6	48.8
181 days - 1 year [member] | Other financial assets [member]
Disclosure of financial assets [Line items]
Financial assets	7.7	10.3
Over 1 year [member]
Disclosure of financial assets [Line items]
Financial assets	99.8	65.3
Over 1 year [member] | Trade receivables [member]
Disclosure of financial assets [Line items]
Financial assets	64.8	24.7
Over 1 year [member] | Other financial assets [member]
Disclosure of financial assets [Line items]
Financial assets	35.0	40.6
Neither past due nor impaired [member]
Disclosure of financial assets [Line items]
Financial assets	6,298.6	5,797.8
Neither past due nor impaired [member] | Trade receivables [member]
Disclosure of financial assets [Line items]
Financial assets	5,873.7	5,466.6
Neither past due nor impaired [member] | Other financial assets [member]
Disclosure of financial assets [Line items]
Financial assets	£ 424.9	£ 331.2

XML

Trade and other receivables - Summary of Trade and Other Receivables, Amounts Falling Due After More Than One Year (Detail) - GBP (£) £ in Millions	Dec. 31, 2018	Dec. 31, 2017
Trade and other non-current receivables [abstract]
Prepayments	£ 3.0	£ 3.6
Accrued income	16.5	20.5
Fair value of derivatives	8.4	2.1
Other debtors	152.1	150.0
Trade and other receivables	£ 180.0	£ 176.2	[1]

[1] Prior year figures have been restated for the impact of the adoption of IFRS 15 Revenue from Contracts with Customers, as described in the accounting policies.

XML

Trade and other receivables - Bad Debt Provisions (Detail) - Trade receivables [member] - GBP (£) £ in Millions	12 Months Ended
	Dec. 31, 2018	Dec. 31, 2017	Dec. 31, 2016
Disclosure of financial assets [Line items]
At beginning of year	£ 91.3	£ 93.8	£ 85.4
New acquisitions	1.5	1.2	1.8
Charged to the income statement	66.7	27.4	15.5
Released to the income statement	(11.6)	(8.4)	(6.3)
Exchange adjustments	2.1	(4.1)	13.7
Utilisations and other movements	(33.4)	(18.6)	(16.3)
At end of year	£ 116.6	£ 91.3	£ 93.8

XML

Trade and other receivables - Additional Information (Detail)	12 Months Ended
	Dec. 31, 2018	Dec. 31, 2017	Dec. 31, 2016
Trade and other receivables [abstract]
Allowance for bad and doubtful debts as a percentage of gross trade accounts receivables	1.40%	1.10%	1.20%

XML

Trade and other receivables - Summary of Aging Analysis of Invoice, Loss Allowance (Detail) - GBP (£) £ in Millions	Dec. 31, 2018	Jan. 01, 2018	Dec. 31, 2017	Dec. 31, 2016	Dec. 31, 2015
Disclosure of financial assets [Line items]
Trade receivables	£ 8,613.9		£ 8,390.1
Trade receivables [member]
Disclosure of financial assets [Line items]
Trade receivables	8,062.2		7,889.7
Loss allowance	£ 116.6	£ 91.3	£ 91.3	£ 93.8	£ 85.4
Expected loss rate	1.40%	1.10%
Trade receivables [member] | Cost [member]
Disclosure of financial assets [Line items]
Trade receivables	£ 8,178.9	£ 7,981.0
0-90 days [member] | Trade receivables [member]
Disclosure of financial assets [Line items]
Loss allowance	£ 11.3	2.9
Expected loss rate	0.10%
0-90 days [member] | Trade receivables [member] | Cost [member]
Disclosure of financial assets [Line items]
Trade receivables	£ 7,621.9	7,392.6
91-180 days [member] | Trade receivables [member]
Disclosure of financial assets [Line items]
Loss allowance	£ 3.8	£ 2.8
Expected loss rate	1.00%	0.70%
91-180 days [member] | Trade receivables [member] | Cost [member]
Disclosure of financial assets [Line items]
Trade receivables	£ 381.5	£ 425.6
181 days - 1 year [member] | Trade receivables [member]
Disclosure of financial assets [Line items]
Loss allowance	£ 39.2	£ 24.2
Expected loss rate	45.30%	30.80%
181 days - 1 year [member] | Trade receivables [member] | Cost [member]
Disclosure of financial assets [Line items]
Trade receivables	£ 86.5	£ 78.6
Over 1 year [member] | Trade receivables [member]
Disclosure of financial assets [Line items]
Loss allowance	£ 62.3	£ 61.4
Expected loss rate	70.00%	73.00%
Over 1 year [member] | Trade receivables [member] | Cost [member]
Disclosure of financial assets [Line items]
Trade receivables	£ 89.0	£ 84.2

XML

Trade and other payables - Summary of Trade and Other Payables, Amounts Falling Due within One Year (Detail) - GBP (£) £ in Millions	Dec. 31, 2018	Dec. 31, 2017
Trade and other current payables [abstract]
Trade payables	£ 10,524.3	£ 9,893.0
Deferred income	1,253.6	1,212.1
Payments due to vendors (earnout agreements)	148.2	180.7
Liabilities in respect of put option agreements with vendors	36.8	38.6
Fair value of derivatives	2.6	3.5
Other creditors and accruals	3,072.9	2,913.2
Total	£ 15,038.4	£ 14,241.1	[1]

[1] Prior year figures have been restated for the impact of the adoption of IFRS 15 Revenue from Contracts with Customers, as described in the accounting policies.

XML

Trade and other payables - Summary of Trade and Other Payables, Amounts Falling Due After More Than One Year (Detail) - GBP (£) £ in Millions	Dec. 31, 2018	Dec. 31, 2017
Trade and other non-current payables [abstract]
Payments due to vendors (earnout agreements)	£ 266.5	£ 450.0
Liabilities in respect of put option agreements with vendors	205.2	219.5
Fair value of derivatives	14.2	3.3
Other creditors and accruals	355.5	320.0
Trade and other payables	£ 841.4	£ 992.8	[1]

[1] Prior year figures have been restated for the impact of the adoption of IFRS 15 Revenue from Contracts with Customers, as described in the accounting policies.

XML

Trade and other payables - Payments Due to Vendors (Detail) - GBP (£) £ in Millions	Dec. 31, 2018	Dec. 31, 2017	Dec. 31, 2016
Disclosure of maturity analysis for non-derivative financial liabilities [Line items]
Payments due to vendors, Current	£ 148.2	£ 180.7
Payments due to vendors, Non-current	266.5	450.0
Payments due to vendors	414.7	630.7	£ 976.5
Within one year [member]
Disclosure of maturity analysis for non-derivative financial liabilities [Line items]
Payments due to vendors, Current	148.2	180.7
Between one and two years [member]
Disclosure of maturity analysis for non-derivative financial liabilities [Line items]
Payments due to vendors, Non-current	140.2	128.3
Between two and three years [member]
Disclosure of maturity analysis for non-derivative financial liabilities [Line items]
Payments due to vendors, Non-current	38.5	144.1
Between three and four years [member]
Disclosure of maturity analysis for non-derivative financial liabilities [Line items]
Payments due to vendors, Non-current	50.3	58.3
Between four and five years [member]
Disclosure of maturity analysis for non-derivative financial liabilities [Line items]
Payments due to vendors, Non-current	20.4	103.1
Over five years [member]
Disclosure of maturity analysis for non-derivative financial liabilities [Line items]
Payments due to vendors, Non-current	£ 17.1	£ 16.2

XML

Trade and Other Payables Amounts Falling Due After More than One Year - Summary of Contingent Consideration (Detail) - GBP (£) £ in Millions	12 Months Ended
	Dec. 31, 2018	Dec. 31, 2017	Dec. 31, 2016
Disclosure Of Fair Value Of Contingent Consideration [abstract]
At the beginning of the year	£ 630.7	£ 976.5
Earnouts paid (note 11)	(120.2)	(199.1)	£ (92.3)
New acquisitions	48.6	163.7
Revision of estimates taken to goodwill (note 12)	(68.3)	(60.7)
Revaluation of payments due to vendors (note 6)	(82.6)	(208.6)
Exchange adjustments	6.5	(41.1)
At end of year	£ 414.7	£ 630.7	£ 976.5

XML

Trade and Other Payables - Additional Information (Detail) - GBP (£)	Dec. 31, 2018	Dec. 31, 2017
Bottom of range [member] | Earnout agreements for acquisitions completed in the current year [member]
Disclosure of trade and other payables [line items]
Potential undiscounted amount of future payments	£ 0	£ 0
Bottom of range [member] | All earn-out agreements [member]
Disclosure of trade and other payables [line items]
Potential undiscounted amount of future payments	0	0
Top of range [member] | Earnout agreements for acquisitions completed in the current year [member]
Disclosure of trade and other payables [line items]
Potential undiscounted amount of future payments	179,000,000	228,000,000
Top of range [member] | All earn-out agreements [member]
Disclosure of trade and other payables [line items]
Potential undiscounted amount of future payments	£ 1,960,000,000	£ 1,910,000,000

XML

Bank overdrafts, bonds and bank loans - Bank Overdrafts, Bonds and Bank Loans Amounts Falling Due Within One Year (Detail) - GBP (£) £ in Millions	Dec. 31, 2018	Dec. 31, 2017		Dec. 31, 2016
Disclosure of bank overdraft bonds and bank loans [abstract]
Bank overdrafts	£ 442.0	£ 393.2		£ 534.3
Corporate bonds and bank loans	583.1	230.9
Bank overdrafts, bonds and bank loans	£ 1,025.1	£ 624.1	[1]

[1] Prior year figures have been restated for the impact of the adoption of IFRS 15 Revenue from Contracts with Customers, as described in the accounting policies.

XML

Bank overdrafts, bonds and bank loans - Corporate Bonds and Bank Loans Amounts Falling Due After More Than One Year (Detail) - GBP (£) £ in Millions	Dec. 31, 2018	Dec. 31, 2017
Disclosure of bank overdraft bonds and bank loans [abstract]
Corporate bonds and bank loans	£ 5,634.8	£ 6,250.4	[1]

[1] Prior year figures have been restated for the impact of the adoption of IFRS 15 Revenue from Contracts with Customers, as described in the accounting policies.

XML

Bank overdrafts, bonds and bank loans - Additional Information (Detail) - GBP (£) £ in Millions	Dec. 31, 2018	Dec. 31, 2017
Disclosure of bank overdraft bonds and bank loans [line items]
Carrying amount of bank loans	£ 186.8	£ 993.4
Corporate bond [member]
Disclosure of bank overdraft bonds and bank loans [line items]
Fair value of corporate bonds	£ 5,965.7	£ 5,816.5

XML

Bank overdrafts, bonds and bank loans - Repayments Due on Corporate Bonds, Bank Loans and Overdrafts (Detail) - GBP (£) £ in Millions	Dec. 31, 2018	Dec. 31, 2017
Disclosure of maturity analysis for non-derivative financial liabilities [Line items]
Corporate bonds, bank loans and overdrafts	£ 6,659.9	£ 6,874.5
Within one year [member]
Disclosure of maturity analysis for non-derivative financial liabilities [Line items]
Corporate bonds, bank loans and overdrafts	1,025.1	624.1
Between one and two years [member]
Disclosure of maturity analysis for non-derivative financial liabilities [Line items]
Corporate bonds, bank loans and overdrafts	423.8	727.6
Between two and three years [member]
Disclosure of maturity analysis for non-derivative financial liabilities [Line items]
Corporate bonds, bank loans and overdrafts	761.0	421.0
Between three and four years [member]
Disclosure of maturity analysis for non-derivative financial liabilities [Line items]
Corporate bonds, bank loans and overdrafts	609.8	1,384.2
Between four and five years [member]
Disclosure of maturity analysis for non-derivative financial liabilities [Line items]
Corporate bonds, bank loans and overdrafts	670.1	356.6
Over five years [member]
Disclosure of maturity analysis for non-derivative financial liabilities [Line items]
Corporate bonds, bank loans and overdrafts	£ 3,170.1	£ 3,361.0

XML

Provisions for liabilities and charges - Summary of Provisions for Liabilities and Charges (Detail) - GBP (£) £ in Millions	12 Months Ended
	Dec. 31, 2018	Dec. 31, 2017
Disclosure Of Noncurrent Provisions [line items]
Beginning balance	£ 229.0	£ 227.9
Charged to the income statement	86.0	21.0
Acquisitions	8.8	26.8
Utilised	(25.8)	(27.4)
Released to the income statement	(10.3)	(11.4)
Transfers	12.9	7.2
Exchange adjustments	11.1	(15.1)
Ending balance	311.7	229.0
Property [Member]
Disclosure Of Noncurrent Provisions [line items]
Beginning balance	52.6	58.5
Charged to the income statement	72.1	4.1
Acquisitions	0.5	4.0
Utilised	(5.7)	(6.0)
Released to the income statement	(5.7)	(5.5)
Transfers	2.0	0.1
Exchange adjustments	2.9	(2.6)
Ending balance	118.7	52.6
Other [member]
Disclosure Of Noncurrent Provisions [line items]
Beginning balance	176.4	169.4
Charged to the income statement	13.9	16.9
Acquisitions	8.3	22.8
Utilised	(20.1)	(21.4)
Released to the income statement	(4.6)	(5.9)
Transfers	10.9	7.1
Exchange adjustments	8.2	(12.5)
Ending balance	£ 193.0	£ 176.4

XML

Provisions for liabilities and charges - Summary of Provisions for Liabilities and Charges (Parenthetical) (Detail) - GBP (£) £ in Millions	12 Months Ended
	Dec. 31, 2018	Dec. 31, 2017
Disclosure of other provisions [abstract]
Acquisitions provisions from revisions to fair value adjustments	£ 8.4	£ 21.9
Transformation costs with respect to the strategic initiative of co-locations	£ 50.6

XML

Share-based payments - Charges for Share-based Incentive Plans (Detail) - GBP (£) £ in Millions	12 Months Ended
	Dec. 31, 2018	Dec. 31, 2017	Dec. 31, 2016
Disclosure of share based payments [abstract]
Share-based payments (note 5)	£ 84.8	£ 105.0	£ 106.5

XML

Share-based payments - Additional Information (Detail) £ in Millions	12 Months Ended
	Dec. 31, 2018 GBP (£) Employees	Dec. 31, 2017 GBP (£) Employees	Dec. 31, 2016 GBP (£) Employees
Disclosure of terms and conditions of share-based payment arrangement [Line items]
Number of key executives covered | Employees	134,281	134,413	134,341
Restricted stock plans [member]
Disclosure of terms and conditions of share-based payment arrangement [Line items]
Unrecognised compensation cost	£ 146.0	£ 156.0
Fair value of shares vested	£ 107.2	£ 114.8	£ 116.8
Restricted stock plans [member] | Bottom of range [member]
Disclosure of terms and conditions of share-based payment arrangement [Line items]
Unrecognised compensation cost, recognised period	1 year
Restricted stock plans [member] | Top of range [member]
Disclosure of terms and conditions of share-based payment arrangement [Line items]
Unrecognised compensation cost, recognised period	2 years
Executive Performance Share Plan [member]
Disclosure of terms and conditions of share-based payment arrangement [Line items]
Performance period	5 years
Executive Performance Share Plan [member] | Bottom of range [member]
Disclosure of terms and conditions of share-based payment arrangement [Line items]
Threshold performance vesting percentage	20.00%
Compound annual growth percentage	7.00%
Average return on equity percentage	10.00%
Compound annual growth percentage	14.00%
Executive Performance Share Plan [member] | Top of range [member]
Disclosure of terms and conditions of share-based payment arrangement [Line items]
Threshold performance vesting percentage	100.00%
Compound annual growth percentage	14.00%
Average return on equity percentage	14.00%
Compound annual growth percentage	18.00%
Performance Share Awards [member]
Disclosure of terms and conditions of share-based payment arrangement [Line items]
Vesting period	2 years
Leaders, Partners and High Potential Group [member]
Disclosure of terms and conditions of share-based payment arrangement [Line items]
Vesting period	3 years
Number of key executives covered	1,800

XML

Share-based payments - Movement on Ordinary Shares Granted for Significant Restricted Stock Plans (Detail) pure in Millions	12 Months Ended
	Dec. 31, 2018 GBP (£)
Executive Performance Share Plan [member]
Disclosure of movement on ordinary shares granted for significant restricted stock plans [line items]
Weighted average fair value, Non-vested beginning balance	£ 13.68
Weighted average fair value, Granted	8.14
Weighted average fair value, Lapsed	15.00
Weighted average fair value, Vested	11.22
Weighted average fair value, Non-vested ending balance	£ 13.63
Number of shares, Non-vested beginning balance	9.1
Number of shares, Granted	0.7
Number of shares, Lapsed	(1.1)
Number of shares, Vested	(2.0)
Number of shares, Non-vested ending balance	6.7
Performance Share Awards [member]
Disclosure of movement on ordinary shares granted for significant restricted stock plans [line items]
Weighted average fair value, Non-vested beginning balance	£ 16.59
Weighted average fair value, Granted	12.02
Weighted average fair value, Lapsed	15.22
Weighted average fair value, Vested	15.17
Weighted average fair value, Non-vested ending balance	£ 14.37
Number of shares, Non-vested beginning balance	1.9
Number of shares, Granted	1.4
Number of shares, Lapsed	(0.1)
Number of shares, Vested	(0.9)
Number of shares, Non-vested ending balance	2.3
Leaders, Partners and High Potential Group [member]
Disclosure of movement on ordinary shares granted for significant restricted stock plans [line items]
Weighted average fair value, Non-vested beginning balance	£ 15.02
Weighted average fair value, Granted	8.06
Weighted average fair value, Lapsed	14.72
Weighted average fair value, Vested	14.26
Weighted average fair value, Non-vested ending balance	£ 11.54
Number of shares, Non-vested beginning balance	6.8
Number of shares, Granted	4.8
Number of shares, Lapsed	(0.7)
Number of shares, Vested	(1.8)
Number of shares, Non-vested ending balance	9.1

XML

Provision for post-employment benefits - Pension Costs (Detail) - GBP (£) £ in Millions	12 Months Ended
	Dec. 31, 2018	Dec. 31, 2017	Dec. 31, 2016
Disclosure Of Pension Costs [abstract]
Defined contribution plans	£ 172.3	£ 175.9	£ 153.5
Defined benefit plans charge to operating profit	18.9	16.1	24.6
Pension costs (note 5)	191.2	192.0	178.1
Net interest expense on pension plans (note 6)	4.4	6.3	6.7
Pension costs, Net	£ 195.6	£ 198.3	£ 184.8

XML

Provision for post-employment benefits - Additional Information (Detail) £ in Millions	12 Months Ended
	Dec. 31, 2018 GBP (£) yr	Dec. 31, 2017 GBP (£) yr	Dec. 31, 2016 GBP (£)
Disclosure of defined benefit plans [line items]
Employer contributions and benefit payments | £	£ 44.9	£ 68.2	£ 43.7
Employer contributions and benefit payments, expected in 2019 | £	£ 50.0
Years life expectancy after age 65 - current pensioners (at age 65) - male [member]
Disclosure of defined benefit plans [line items]
Actuarial assumption of life expectancy	22.2	22.4
Years life expectancy after age 65 - current pensioners (at age 65) - female [member]
Disclosure of defined benefit plans [line items]
Actuarial assumption of life expectancy	23.9	24.0
Years life expectancy after age 65 - future pensioners (current age 45) - male [member]
Disclosure of defined benefit plans [line items]
Actuarial assumption of life expectancy	24.0	23.8
Years life expectancy after age 65 - future pensioners (current age 45) - female [member]
Disclosure of defined benefit plans [line items]
Actuarial assumption of life expectancy	25.7	25.7

XML

Provision for post-employment benefits - Weighted Average Assumptions Used For Actuarial Valuations (Detail)	Dec. 31, 2018	Dec. 31, 2017	Dec. 31, 2016	Dec. 31, 2015
United Kingdom [member]
Disclosure of defined benefit plans [line items]
Discount rate	2.80%	2.40%	2.50%	3.70%
Rate of increase in salaries			3.50%	3.10%
Rate of increase in pensions in payment	4.30%	4.10%	4.10%	3.90%
Inflation	2.80%	2.70%	2.80%	2.40%
North America [member]
Disclosure of defined benefit plans [line items]
Discount rate	4.10%	3.50%	3.80%	4.00%
Rate of increase in salaries	3.00%	3.10%	3.10%	3.00%
Inflation		4.00%	4.00%	2.50%
Western Continental Europe [member]
Disclosure of defined benefit plans [line items]
Discount rate	2.00%	1.90%	1.70%	2.50%
Rate of increase in salaries	2.30%	1.90%	2.00%	2.30%
Rate of increase in pensions in payment	1.20%	1.20%	1.30%	1.60%
Inflation	1.70%	1.70%	1.70%	2.00%
Asia Pacific, Latin America, Africa & Middle East and Central & Eastern Europe [member]
Disclosure of defined benefit plans [line items]
Discount rate	5.00%	4.20%	4.20%	4.20%
Rate of increase in salaries	5.80%	5.50%	5.90%	5.80%
Inflation	3.60%	4.00%	4.00%	4.00%

XML

Provision for post-employment benefits - Life Expectancies For Defined Benefit Pension Plans (Detail) - yr	Dec. 31, 2018	Dec. 31, 2017
Years life expectancy after age 65 - current pensioners (at age 65) - male [member]
Disclosure of defined benefit plans [line items]
Actuarial assumption of life expectancy	22.2	22.4
Years life expectancy after age 65 - current pensioners (at age 65) - female [member]
Disclosure of defined benefit plans [line items]
Actuarial assumption of life expectancy	23.9	24.0
Years life expectancy after age 65 - future pensioners (current age 45) - male [member]
Disclosure of defined benefit plans [line items]
Actuarial assumption of life expectancy	24.0	23.8
Years life expectancy after age 65 - future pensioners (current age 45) - female [member]
Disclosure of defined benefit plans [line items]
Actuarial assumption of life expectancy	25.7	25.7
North America [member] | Years life expectancy after age 65 - current pensioners (at age 65) - male [member]
Disclosure of defined benefit plans [line items]
Actuarial assumption of life expectancy	22.1
North America [member] | Years life expectancy after age 65 - current pensioners (at age 65) - female [member]
Disclosure of defined benefit plans [line items]
Actuarial assumption of life expectancy	23.6
North America [member] | Years life expectancy after age 65 - future pensioners (current age 45) - male [member]
Disclosure of defined benefit plans [line items]
Actuarial assumption of life expectancy	23.7
North America [member] | Years life expectancy after age 65 - future pensioners (current age 45) - female [member]
Disclosure of defined benefit plans [line items]
Actuarial assumption of life expectancy	25.2
United Kingdom [member] | Years life expectancy after age 65 - current pensioners (at age 65) - male [member]
Disclosure of defined benefit plans [line items]
Actuarial assumption of life expectancy	23.2
United Kingdom [member] | Years life expectancy after age 65 - current pensioners (at age 65) - female [member]
Disclosure of defined benefit plans [line items]
Actuarial assumption of life expectancy	24.3
United Kingdom [member] | Years life expectancy after age 65 - future pensioners (current age 45) - male [member]
Disclosure of defined benefit plans [line items]
Actuarial assumption of life expectancy	24.8
United Kingdom [member] | Years life expectancy after age 65 - future pensioners (current age 45) - female [member]
Disclosure of defined benefit plans [line items]
Actuarial assumption of life expectancy	26.1
Western Continental Europe [member] | Years life expectancy after age 65 - current pensioners (at age 65) - male [member]
Disclosure of defined benefit plans [line items]
Actuarial assumption of life expectancy	21.1
Western Continental Europe [member] | Years life expectancy after age 65 - current pensioners (at age 65) - female [member]
Disclosure of defined benefit plans [line items]
Actuarial assumption of life expectancy	24.0
Western Continental Europe [member] | Years life expectancy after age 65 - future pensioners (current age 45) - male [member]
Disclosure of defined benefit plans [line items]
Actuarial assumption of life expectancy	23.5
Western Continental Europe [member] | Years life expectancy after age 65 - future pensioners (current age 45) - female [member]
Disclosure of defined benefit plans [line items]
Actuarial assumption of life expectancy	26.2
Asia Pacific, Latin America, Africa & Middle East and Central & Eastern Europe [member] | Years life expectancy after age 65 - current pensioners (at age 65) - male [member]
Disclosure of defined benefit plans [line items]
Actuarial assumption of life expectancy	17.0
Asia Pacific, Latin America, Africa & Middle East and Central & Eastern Europe [member] | Years life expectancy after age 65 - current pensioners (at age 65) - female [member]
Disclosure of defined benefit plans [line items]
Actuarial assumption of life expectancy	21.4
Asia Pacific, Latin America, Africa & Middle East and Central & Eastern Europe [member] | Years life expectancy after age 65 - future pensioners (current age 45) - male [member]
Disclosure of defined benefit plans [line items]
Actuarial assumption of life expectancy	17.0
Asia Pacific, Latin America, Africa & Middle East and Central & Eastern Europe [member] | Years life expectancy after age 65 - future pensioners (current age 45) - female [member]
Disclosure of defined benefit plans [line items]
Actuarial assumption of life expectancy	21.4

XML

Provision for post-employment benefits - Weighted Average Duration of Defined Benefit Pension Obligations and Distribution of Timing of Benefit Payments (Detail) £ in Millions	12 Months Ended
	Dec. 31, 2018 GBP (£) yr
Disclosure of defined benefit plans [line items]
Weighted average duration of the defined benefit obligation (years) | yr	11.8
Within one year [member]
Disclosure of defined benefit plans [line items]
Expected benefit payments	£ 67.2
Between one and two years [member]
Disclosure of defined benefit plans [line items]
Expected benefit payments	58.4
Between two and three years [member]
Disclosure of defined benefit plans [line items]
Expected benefit payments	58.3
Between three and four years [member]
Disclosure of defined benefit plans [line items]
Expected benefit payments	59.1
Between four and five years [member]
Disclosure of defined benefit plans [line items]
Expected benefit payments	56.6
Later than five years and not later than ten years [member]
Disclosure of defined benefit plans [line items]
Expected benefit payments	£ 276.6
North America [member]
Disclosure of defined benefit plans [line items]
Weighted average duration of the defined benefit obligation (years) | yr	8.5
North America [member] | Within one year [member]
Disclosure of defined benefit plans [line items]
Expected benefit payments	£ 36.3
North America [member] | Between one and two years [member]
Disclosure of defined benefit plans [line items]
Expected benefit payments	34.3
North America [member] | Between two and three years [member]
Disclosure of defined benefit plans [line items]
Expected benefit payments	33.7
North America [member] | Between three and four years [member]
Disclosure of defined benefit plans [line items]
Expected benefit payments	33.6
North America [member] | Between four and five years [member]
Disclosure of defined benefit plans [line items]
Expected benefit payments	30.4
North America [member] | Later than five years and not later than ten years [member]
Disclosure of defined benefit plans [line items]
Expected benefit payments	£ 131.0
United Kingdom [member]
Disclosure of defined benefit plans [line items]
Weighted average duration of the defined benefit obligation (years) | yr	14.2
United Kingdom [member] | Within one year [member]
Disclosure of defined benefit plans [line items]
Expected benefit payments	£ 16.4
United Kingdom [member] | Between one and two years [member]
Disclosure of defined benefit plans [line items]
Expected benefit payments	12.9
United Kingdom [member] | Between two and three years [member]
Disclosure of defined benefit plans [line items]
Expected benefit payments	12.8
United Kingdom [member] | Between three and four years [member]
Disclosure of defined benefit plans [line items]
Expected benefit payments	12.7
United Kingdom [member] | Between four and five years [member]
Disclosure of defined benefit plans [line items]
Expected benefit payments	12.9
United Kingdom [member] | Later than five years and not later than ten years [member]
Disclosure of defined benefit plans [line items]
Expected benefit payments	£ 66.1
Western Continental Europe [member]
Disclosure of defined benefit plans [line items]
Weighted average duration of the defined benefit obligation (years) | yr	15.7
Western Continental Europe [member] | Within one year [member]
Disclosure of defined benefit plans [line items]
Expected benefit payments	£ 9.3
Western Continental Europe [member] | Between one and two years [member]
Disclosure of defined benefit plans [line items]
Expected benefit payments	8.6
Western Continental Europe [member] | Between two and three years [member]
Disclosure of defined benefit plans [line items]
Expected benefit payments	8.6
Western Continental Europe [member] | Between three and four years [member]
Disclosure of defined benefit plans [line items]
Expected benefit payments	9.1
Western Continental Europe [member] | Between four and five years [member]
Disclosure of defined benefit plans [line items]
Expected benefit payments	9.4
Western Continental Europe [member] | Later than five years and not later than ten years [member]
Disclosure of defined benefit plans [line items]
Expected benefit payments	£ 52.8
Asia Pacific, Latin America, Africa & Middle East and Central & Eastern Europe [member]
Disclosure of defined benefit plans [line items]
Weighted average duration of the defined benefit obligation (years) | yr	8.2
Asia Pacific, Latin America, Africa & Middle East and Central & Eastern Europe [member] | Within one year [member]
Disclosure of defined benefit plans [line items]
Expected benefit payments	£ 5.1
Asia Pacific, Latin America, Africa & Middle East and Central & Eastern Europe [member] | Between one and two years [member]
Disclosure of defined benefit plans [line items]
Expected benefit payments	2.5
Asia Pacific, Latin America, Africa & Middle East and Central & Eastern Europe [member] | Between two and three years [member]
Disclosure of defined benefit plans [line items]
Expected benefit payments	3.1
Asia Pacific, Latin America, Africa & Middle East and Central & Eastern Europe [member] | Between three and four years [member]
Disclosure of defined benefit plans [line items]
Expected benefit payments	3.6
Asia Pacific, Latin America, Africa & Middle East and Central & Eastern Europe [member] | Between four and five years [member]
Disclosure of defined benefit plans [line items]
Expected benefit payments	3.9
Asia Pacific, Latin America, Africa & Middle East and Central & Eastern Europe [member] | Later than five years and not later than ten years [member]
Disclosure of defined benefit plans [line items]
Expected benefit payments	£ 26.6

XML

Provision for post-employment benefits - Sensitivity Analysis of Significant Actuarial Assumptions (Detail) - GBP (£) £ in Millions	12 Months Ended
	Dec. 31, 2018	Dec. 31, 2017
Discount rate [member]
Disclosure of sensitivity analysis for actuarial assumptions [line items]
Assumption, basis point increase	0.25%	0.25%
Assumption, basis point decrease	0.25%	0.25%
Discount rate [member] | United Kingdom [member]
Disclosure of sensitivity analysis for actuarial assumptions [line items]
Increase/(decrease) in benefit obligation, due to increase in assumption	£ (9.8)	£ (13.1)
Increase/(decrease) in benefit obligation, due to decrease in assumption	10.3	13.8
Discount rate [member] | North America [member]
Disclosure of sensitivity analysis for actuarial assumptions [line items]
Increase/(decrease) in benefit obligation, due to increase in assumption	(8.8)	(9.9)
Increase/(decrease) in benefit obligation, due to decrease in assumption	9.1	10.2
Discount rate [member] | Western Continental Europe [member]
Disclosure of sensitivity analysis for actuarial assumptions [line items]
Increase/(decrease) in benefit obligation, due to increase in assumption	(8.7)	(9.2)
Increase/(decrease) in benefit obligation, due to decrease in assumption	9.3	9.8
Discount rate [member] | Asia Pacific, Latin America, Africa & Middle East and Central & Eastern Europe [member]
Disclosure of sensitivity analysis for actuarial assumptions [line items]
Increase/(decrease) in benefit obligation, due to increase in assumption	(0.7)	(0.6)
Increase/(decrease) in benefit obligation, due to decrease in assumption	£ 0.7	£ 0.6
Rate of increase in salaries [member]
Disclosure of sensitivity analysis for actuarial assumptions [line items]
Assumption, basis point increase	0.25%	0.25%
Assumption, basis point decrease	0.25%	0.25%
Rate of increase in salaries [member] | North America [member]
Disclosure of sensitivity analysis for actuarial assumptions [line items]
Increase/(decrease) in benefit obligation, due to increase in assumption		£ 0.1
Increase/(decrease) in benefit obligation, due to decrease in assumption		(0.1)
Rate of increase in salaries [member] | Western Continental Europe [member]
Disclosure of sensitivity analysis for actuarial assumptions [line items]
Increase/(decrease) in benefit obligation, due to increase in assumption	£ 1.3	1.5
Increase/(decrease) in benefit obligation, due to decrease in assumption	(1.2)	(1.5)
Rate of increase in salaries [member] | Asia Pacific, Latin America, Africa & Middle East and Central & Eastern Europe [member]
Disclosure of sensitivity analysis for actuarial assumptions [line items]
Increase/(decrease) in benefit obligation, due to increase in assumption	0.7	0.6
Increase/(decrease) in benefit obligation, due to decrease in assumption	£ (0.6)	£ (0.6)
Rate of increase in pensions in payment [member]
Disclosure of sensitivity analysis for actuarial assumptions [line items]
Assumption, basis point increase	0.25%	0.25%
Assumption, basis point decrease	0.25%	0.25%
Rate of increase in pensions in payment [member] | United Kingdom [member]
Disclosure of sensitivity analysis for actuarial assumptions [line items]
Increase/(decrease) in benefit obligation, due to increase in assumption	£ 1.3	£ 2.4
Increase/(decrease) in benefit obligation, due to decrease in assumption	(0.8)	(1.9)
Rate of increase in pensions in payment [member] | Western Continental Europe [member]
Disclosure of sensitivity analysis for actuarial assumptions [line items]
Increase/(decrease) in benefit obligation, due to increase in assumption	5.3	6.2
Increase/(decrease) in benefit obligation, due to decrease in assumption	£ (5.0)	£ (5.8)
Life expectancy [member]
Disclosure of sensitivity analysis for actuarial assumptions [line items]
Assumption, increase in longevity	1 year	1 year
Life expectancy [member] | United Kingdom [member]
Disclosure of sensitivity analysis for actuarial assumptions [line items]
Increase/(decrease) in benefit obligation, due to increase in assumption	£ 13.6	£ 16.9
Life expectancy [member] | North America [member]
Disclosure of sensitivity analysis for actuarial assumptions [line items]
Increase/(decrease) in benefit obligation, due to increase in assumption	5.7	6.0
Life expectancy [member] | Western Continental Europe [member]
Disclosure of sensitivity analysis for actuarial assumptions [line items]
Increase/(decrease) in benefit obligation, due to increase in assumption	£ 6.9	£ 7.0

XML

Provision for post-employment benefits - Fair Value of Assets and Assessed Present Value of Liabilities in Pension Plans (Detail) - GBP (£) £ in Millions	Dec. 31, 2018	Dec. 31, 2017	Dec. 31, 2016
Disclosure of defined benefit plans [abstract]
Fair value of assets allocation, Equities	9.10%	13.40%	17.30%
Fair value of assets allocation, Bonds	64.80%	55.90%	60.60%
Fair value of assets allocation, Insured annuities	10.80%	19.20%	6.80%
Fair value of assets allocation, Property	0.10%	0.10%	0.20%
Fair value of assets allocation, Cash	3.70%	1.10%	4.80%
Fair value of assets allocation, Other	11.50%	10.30%	10.30%
Total fair value of assets allocation	100.00%	100.00%	100.00%
Fair value of assets, Equities	£ 76.5	£ 124.6	£ 161.9
Fair value of assets, Bonds	544.9	520.0	566.0
Fair value of assets, Insured annuities	90.9	178.5	63.5
Fair value of assets, Property	0.9	1.3	1.6
Fair value of assets, Cash	31.1	9.9	44.9
Fair value of assets, Other	96.3	95.7	96.3
Total fair value of assets	840.6	930.0	934.2
Present value of liabilities	(1,024.0)	(1,135.4)	(1,209.8)
Deficit in the plans	(183.4)	(205.4)	(275.6)
Irrecoverable surplus	(0.9)	(0.9)	(0.9)
Net liability	(184.3)	(206.3)	(276.5)
Plans in surplus	42.8	43.9	28.0
Plans in deficit	£ (227.1)	£ (250.2)	£ (304.5)

XML

Provision for post-employment benefits - Surplus/(Deficit) in Plans by Region (Detail) - GBP (£) £ in Millions	Dec. 31, 2018	Dec. 31, 2017	Dec. 31, 2016
Disclosure of defined benefit plans [line items]
Surplus/(deficit) in plans	£ (183.4)	£ (205.4)	£ (275.6)
United Kingdom [member]
Disclosure of defined benefit plans [line items]
Surplus/(deficit) in plans	33.7	31.5	20.0
North America [member]
Disclosure of defined benefit plans [line items]
Surplus/(deficit) in plans	(68.7)	(89.2)	(133.8)
Western Continental Europe [member]
Disclosure of defined benefit plans [line items]
Surplus/(deficit) in plans	(104.6)	(107.7)	(116.9)
Asia Pacific, Latin America, Africa & Middle East and Central & Eastern Europe [member]
Disclosure of defined benefit plans [line items]
Surplus/(deficit) in plans	£ (43.8)	£ (40.0)	£ (44.9)

XML

Provision for post-employment benefits - Funded and Unfunded Pension Plans By Region (Detail) - GBP (£) £ in Millions	Dec. 31, 2018	Dec. 31, 2017	Dec. 31, 2016
Disclosure of defined benefit plans [line items]
Surplus/ (deficit)	£ (183.4)	£ (205.4)	£ (275.6)
Present value of liabilities	(1,024.0)	(1,135.4)	(1,209.8)
United Kingdom [member]
Disclosure of defined benefit plans [line items]
Surplus/ (deficit)	33.7	31.5	20.0
North America [member]
Disclosure of defined benefit plans [line items]
Surplus/ (deficit)	(68.7)	(89.2)	(133.8)
Western Continental Europe [member]
Disclosure of defined benefit plans [line items]
Surplus/ (deficit)	(104.6)	(107.7)	(116.9)
Asia Pacific, Latin America, Africa & Middle East and Central & Eastern Europe [member]
Disclosure of defined benefit plans [line items]
Surplus/ (deficit)	(43.8)	(40.0)	(44.9)
Funded defined benefit plans [member]
Disclosure of defined benefit plans [line items]
Surplus/ (deficit)	(13.3)	(32.0)	(90.7)
Present value of liabilities	(853.9)	(962.0)	(1,024.9)
Funded defined benefit plans [member] | United Kingdom [member]
Disclosure of defined benefit plans [line items]
Surplus/ (deficit)	33.7	31.5	20.0
Present value of liabilities	(290.5)	(387.5)	(406.4)
Funded defined benefit plans [member] | North America [member]
Disclosure of defined benefit plans [line items]
Surplus/ (deficit)	(4.6)	(21.4)	(56.0)
Present value of liabilities	(375.3)	(385.4)	(420.4)
Funded defined benefit plans [member] | Western Continental Europe [member]
Disclosure of defined benefit plans [line items]
Surplus/ (deficit)	(35.8)	(37.9)	(48.9)
Present value of liabilities	(168.4)	(173.3)	(180.9)
Funded defined benefit plans [member] | Asia Pacific, Latin America, Africa & Middle East and Central & Eastern Europe [member]
Disclosure of defined benefit plans [line items]
Surplus/ (deficit)	(6.6)	(4.2)	(5.8)
Present value of liabilities	(19.7)	(15.8)	(17.2)
Unfunded defined benefit plans [member]
Disclosure of defined benefit plans [line items]
Surplus/ (deficit)	(170.1)	(173.4)	(184.9)
Present value of liabilities	(170.1)	(173.4)	(184.9)
Unfunded defined benefit plans [member] | North America [member]
Disclosure of defined benefit plans [line items]
Surplus/ (deficit)	(64.1)	(67.8)	(77.8)
Present value of liabilities	(64.1)	(67.8)	(77.8)
Unfunded defined benefit plans [member] | Western Continental Europe [member]
Disclosure of defined benefit plans [line items]
Surplus/ (deficit)	(68.8)	(69.8)	(68.0)
Present value of liabilities	(68.8)	(69.8)	(68.0)
Unfunded defined benefit plans [member] | Asia Pacific, Latin America, Africa & Middle East and Central & Eastern Europe [member]
Disclosure of defined benefit plans [line items]
Surplus/ (deficit)	(37.2)	(35.8)	(39.1)
Present value of liabilities	£ (37.2)	£ (35.8)	£ (39.1)

XML

Provision for post-employment benefits - Pension Expense Charged to Operating Profit, Amounts Charged to Finance Costs and Amounts Recognised in Consolidated Statement of Comprehensive Income (OCI) (Detail) - GBP (£) £ in Millions	12 Months Ended
	Dec. 31, 2018	Dec. 31, 2017	Dec. 31, 2016
Disclosure of net defined benefit (liability) asset
Charge to operating profit	£ 18.9	£ 16.1	£ 24.6
Net interest expense on pension plans	4.4	6.3	6.7
Actuarial gain/(loss) recognised in OCI	8.9	17.0	(15.9)
Post employment pension expense [member]
Disclosure of net defined benefit (liability) asset
Service cost	15.5	13.0	22.4
Administrative expenses	3.4	3.1	2.2
Charge to operating profit	18.9	16.1	24.6
Net interest expense on pension plans	4.4	6.3	6.7
Charge to profit before taxation for defined benefit plans	23.3	22.4	31.3
Return on plan assets (excluding interest income)	(43.9)	13.4	66.3
Changes in demographic assumptions underlying the present value of the plan liabilities	3.8	12.7	6.7
Changes in financial assumptions underlying the present value of the plan liabilities	45.2	(17.0)	(92.6)
Experience gain arising on the plan liabilities	3.8	7.9	1.0
Change in irrecoverable surplus			2.7
Actuarial gain/(loss) recognised in OCI	£ 8.9	£ 17.0	£ (15.9)

XML

Provision for post-employment benefits - Movement in Pension Plan Liabilities (Detail) - GBP (£) £ in Millions	12 Months Ended
	Dec. 31, 2018	Dec. 31, 2017	Dec. 31, 2016
Disclosure of net defined benefit (liability) asset
Plan liabilities at beginning of year	£ 206.3	£ 276.5
Plan liabilities at end of year	184.3	206.3	£ 276.5
Retirement benefit obligation [member]
Disclosure of net defined benefit (liability) asset
Plan liabilities at beginning of year	1,135.4	1,209.8	1,039.9
Service cost	15.5	13.0	22.4
Interest cost	30.7	32.9	37.2
Effect of changes in demographic assumptions	(3.8)	(12.7)	(6.7)
Effect of changes in financial assumptions	(45.2)	17.0	92.6
Effect of experience adjustments	(3.8)	(7.9)	(1.0)
Benefits paid	(75.6)	(79.7)	(92.4)
Loss/(gain) due to exchange rate movements	30.0	(36.4)	124.2
Settlement payments	(70.4)	(1.2)	(4.8)
Other	11.2	0.6	(1.6)
Plan liabilities at end of year	£ 1,024.0	£ 1,135.4	£ 1,209.8

XML

Provision for post-employment benefits - Movement in Pension Plan Liabilities (Parenthetical) (Detail) £ in Millions	12 Months Ended
	Dec. 31, 2018 GBP (£)
United Kingdom [member]
Disclosure of net defined benefit (liability) asset
Settlement payments	£ 70.4

XML

Provision for post-employment benefits - Movement in Pension Plan Assets (Detail) - GBP (£) £ in Millions	12 Months Ended
	Dec. 31, 2018	Dec. 31, 2017	Dec. 31, 2016
Disclosure of net defined benefit (liability) asset
Fair value of plan assets at beginning of year	£ (206.3)	£ (276.5)
Employer contributions	(44.9)	(68.2)	£ (43.7)
Fair value of plan assets at end of year	(184.3)	(206.3)	(276.5)
Plan assets [member]
Disclosure of net defined benefit (liability) asset
Fair value of plan assets at beginning of year	930.0	934.2	814.2
Interest income on plan assets	26.3	26.6	30.5
Return on plan assets (excluding interest income)	(43.9)	13.4	66.3
Employer contributions	44.9	68.2	43.7
Benefits paid	(75.6)	(79.7)	(92.4)
Gain/(loss) due to exchange rate movements	23.0	(28.7)	78.8
Settlement payments	(70.4)	(1.2)	(4.8)
Administrative expenses	(3.4)	(3.1)	(2.2)
Other	9.7	0.3	0.1
Fair value of plan assets at end of year	840.6	930.0	934.2
Actual return on plan assets	£ (17.6)	£ 40.0	£ 96.8

XML

Provision for post-employment benefits - Movement in Pension Plan Assets (Parenthetical) (Detail) £ in Millions	12 Months Ended
	Dec. 31, 2018 GBP (£)
United Kingdom [member]
Disclosure of net defined benefit (liability) asset
Settlement payments	£ 70.4

XML

Risk management policies - Additional Information (Detail) € in Millions, £ in Millions, $ in Millions	12 Months Ended
	Dec. 31, 2018 EUR (€)	Dec. 31, 2017 EUR (€)	Dec. 31, 2018 USD ($)	Dec. 31, 2018 GBP (£)	Dec. 31, 2017 USD ($)	Dec. 31, 2017 GBP (£)
Disclosure of detailed information about borrowings [line items]
Borrowings				£ 6,217.9		£ 6,481.3
Total committed facilities available				8,357.6
Interest rate risk [member]
Disclosure of detailed information about borrowings [line items]
Percentage increase in market interest rate	1.00%	1.00%
Potential amount of change due to an increase or decrease in risk				£ 7.2		0.2
Percentage decrease in market interest rate	1.00%	1.00%
US dollar borrowings [member]
Disclosure of detailed information about borrowings [line items]
Borrowings | $			$ 2,784		$ 3,931
US dollar borrowings [member] | Weighted average [member]
Disclosure of detailed information about borrowings [line items]
Borrowings | $			$ 3,377		$ 3,741
US dollar borrowings [member] | Fixed interest rate [member]
Disclosure of detailed information about borrowings [line items]
Percentage of debt	52.90%
Borrowings interest rate	4.58%		4.58%	4.58%
Average period of debt	181 months
US dollar borrowings [member] | Floating interest rate [member]
Disclosure of detailed information about borrowings [line items]
Percentage of debt	47.10%
Borrowings interest rate	4.77%		4.77%	4.77%
Average period of debt	39 months
Sterling Borrowings [member]
Disclosure of detailed information about borrowings [line items]
Borrowings				£ 1,044.0		600.0
Sterling Borrowings [member] | Weighted average [member]
Disclosure of detailed information about borrowings [line items]
Borrowings				£ 1,039.0		£ 1,242.0
Sterling Borrowings [member] | Fixed interest rate [member]
Disclosure of detailed information about borrowings [line items]
Percentage of debt	100.00%
Borrowings interest rate	3.43%		3.43%	3.43%
Average period of debt	232 months
Euro Borrowings [member]
Disclosure of detailed information about borrowings [line items]
Borrowings | €	€ 3,200	€ 3,202
Euro Borrowings [member] | Weighted average [member]
Disclosure of detailed information about borrowings [line items]
Borrowings | €	€ 3,202	€ 3,108
Euro Borrowings [member] | Fixed interest rate [member]
Disclosure of detailed information about borrowings [line items]
Percentage of debt	84.40%
Borrowings interest rate	1.99%		1.99%	1.99%
Average period of debt	75 months
Euro Borrowings [member] | Floating interest rate [member]
Disclosure of detailed information about borrowings [line items]
Percentage of debt	15.60%
Borrowings interest rate	0.05%		0.05%	0.05%
Average period of debt	28 months

XML

Risk management policies - Committed Facilities (Detail) € in Millions, £ in Millions, $ in Millions, $ in Millions	12 Months Ended
	Dec. 31, 2018 EUR (€)	Dec. 31, 2018 USD ($)	Dec. 31, 2018 GBP (£)	Dec. 31, 2018 AUD ($)	Dec. 31, 2017 GBP (£)
Disclosure of detailed information about borrowings [line items]
Total committed facilities available			£ 8,357.6
Drawn down facilities			6,282.9
Undrawn committed credit facilities			2,074.7		£ 1,163.8
Sterling bonds due September 2046 [member]
Disclosure of detailed information about borrowings [line items]
Total committed facilities available			£ 400.0
Interest rate	2.875%	2.875%	2.875%	2.875%
US$ bonds due November 2043 [member]
Disclosure of detailed information about borrowings [line items]
Total committed facilities available		$ 450	£ 353.3
Interest rate	5.625%	5.625%	5.625%	5.625%
US$ bonds due September 2042 [member]
Disclosure of detailed information about borrowings [line items]
Total committed facilities available		$ 272	£ 213.1
Interest rate	5.125%	5.125%	5.125%	5.125%
Euro bonds due March 2030 [member]
Disclosure of detailed information about borrowings [line items]
Total committed facilities available	€ 600		£ 539.1
Interest rate	1.625%	1.625%	1.625%	1.625%
Euro bonds due September 2026 [member]
Disclosure of detailed information about borrowings [line items]
Total committed facilities available	€ 750		£ 673.9
Interest rate	2.25%	2.25%	2.25%	2.25%
US$ bonds due September 2024 [member]
Disclosure of detailed information about borrowings [line items]
Total committed facilities available		$ 750	£ 588.4
Interest rate	3.75%	3.75%	3.75%	3.75%
Euro bonds due November 2023 [member]
Disclosure of detailed information about borrowings [line items]
Total committed facilities available	€ 750		£ 673.9
Interest rate	3.00%	3.00%	3.00%	3.00%
US$ bonds due September 2022 [member]
Disclosure of detailed information about borrowings [line items]
Total committed facilities available		$ 500	£ 392.3
Interest rate	3.625%	3.625%	3.625%	3.625%
US$ bonds due November 2021 [member]
Disclosure of detailed information about borrowings [line items]
Total committed facilities available		$ 812	£ 637.4
Interest rate	4.75%	4.75%	4.75%	4.75%
US revolving credit facilities [member]
Disclosure of detailed information about borrowings [line items]
Total committed facilities available		$ 2,500	£ 1,961.4
Sterling bonds due November 2020 [member]
Disclosure of detailed information about borrowings [line items]
Total committed facilities available			£ 200.0
Interest rate	6.375%	6.375%	6.375%	6.375%
Eurobonds (3m EURIBOR + 0.32%) due May 2020 [member]
Disclosure of detailed information about borrowings [line items]
Adjustment to floating basis	0.32%	0.32%	0.32%	0.32%
Floating basis	3m EURIBOR
Total committed facilities available	€ 250		£ 224.6
Euro bonds due November 2019 [member]
Disclosure of detailed information about borrowings [line items]
Total committed facilities available	€ 600		£ 539.1
Interest rate	0.75%	0.75%	0.75%	0.75%
Australian New Zealand revolving credit facilities [member]
Disclosure of detailed information about borrowings [line items]
Total committed facilities available			£ 287.3
Euro bonds due 2025 [member]
Disclosure of detailed information about borrowings [line items]
Total committed facilities available	€ 500		£ 449.2
Interest rate	1.375%	1.375%	1.375%	1.375%
Eurobonds (3m EURIBOR + 0.45%) due March 2022 [member]
Disclosure of detailed information about borrowings [line items]
Adjustment to floating basis	0.45%	0.45%	0.45%	0.45%
Floating basis	3m EURIBOR
Total committed facilities available	€ 250		£ 224.6
Australian revolving credit facilities due 2019 [member]
Disclosure of detailed information about borrowings [line items]
Total committed facilities available | $				$ 150
Australian revolving credit facilities due 2021 [member]
Disclosure of detailed information about borrowings [line items]
Total committed facilities available | $				$ 370
Within one year [member]
Disclosure of detailed information about borrowings [line items]
Total committed facilities available			622.0
Drawn down facilities			571.1
Within one year [member] | Euro bonds due November 2019 [member]
Disclosure of detailed information about borrowings [line items]
Total committed facilities available			539.1
Within one year [member] | Australian New Zealand revolving credit facilities [member]
Disclosure of detailed information about borrowings [line items]
Total committed facilities available			82.9
Between one and two years [member]
Disclosure of detailed information about borrowings [line items]
Total committed facilities available			424.6
Drawn down facilities			424.6
Between one and two years [member] | Sterling bonds due November 2020 [member]
Disclosure of detailed information about borrowings [line items]
Total committed facilities available			200.0
Between one and two years [member] | Eurobonds (3m EURIBOR + 0.32%) due May 2020 [member]
Disclosure of detailed information about borrowings [line items]
Total committed facilities available			224.6
Between two and three years [member]
Disclosure of detailed information about borrowings [line items]
Total committed facilities available			2,803.2
Drawn down facilities			779.4
Between two and three years [member] | US$ bonds due November 2021 [member]
Disclosure of detailed information about borrowings [line items]
Total committed facilities available			637.4
Between two and three years [member] | US revolving credit facilities [member]
Disclosure of detailed information about borrowings [line items]
Total committed facilities available			1,961.4
Between two and three years [member] | Australian New Zealand revolving credit facilities [member]
Disclosure of detailed information about borrowings [line items]
Total committed facilities available			204.4
Between three and four years [member]
Disclosure of detailed information about borrowings [line items]
Total committed facilities available			616.9
Drawn down facilities			616.9
Between three and four years [member] | US$ bonds due September 2022 [member]
Disclosure of detailed information about borrowings [line items]
Total committed facilities available			392.3
Between three and four years [member] | Eurobonds (3m EURIBOR + 0.45%) due March 2022 [member]
Disclosure of detailed information about borrowings [line items]
Total committed facilities available			224.6
Later than four years [member]
Disclosure of detailed information about borrowings [line items]
Total committed facilities available			3,890.9
Drawn down facilities			3,890.9
Later than four years [member] | Sterling bonds due September 2046 [member]
Disclosure of detailed information about borrowings [line items]
Total committed facilities available			400.0
Later than four years [member] | US$ bonds due November 2043 [member]
Disclosure of detailed information about borrowings [line items]
Total committed facilities available			353.3
Later than four years [member] | US$ bonds due September 2042 [member]
Disclosure of detailed information about borrowings [line items]
Total committed facilities available			213.1
Later than four years [member] | Euro bonds due March 2030 [member]
Disclosure of detailed information about borrowings [line items]
Total committed facilities available			539.1
Later than four years [member] | Euro bonds due September 2026 [member]
Disclosure of detailed information about borrowings [line items]
Total committed facilities available			673.9
Later than four years [member] | US$ bonds due September 2024 [member]
Disclosure of detailed information about borrowings [line items]
Total committed facilities available			588.4
Later than four years [member] | Euro bonds due November 2023 [member]
Disclosure of detailed information about borrowings [line items]
Total committed facilities available			673.9
Later than four years [member] | Euro bonds due 2025 [member]
Disclosure of detailed information about borrowings [line items]
Total committed facilities available			£ 449.2

XML

Financial instruments - Additional Information (Detail)	12 Months Ended
	Dec. 31, 2018 GBP (£)	Dec. 31, 2017 GBP (£)		Dec. 31, 2018 USD ($)	Dec. 31, 2018 GBP (£)
Disclosure of detailed information about financial instruments [line items]
Nominal amount					£ 8,357,600,000
Ending balance	£ 666,700,000	£ 1,153,500,000	[1]
Weighted average growth rate		25.00%		22.70%	22.70%
Risk adjusted discount rate		1.80%		2.90%	2.90%
Available for sale [member] | Adoption of IFRS 9 [member]
Disclosure of detailed information about financial instruments [line items]
Ending balance		£ 1,153,500,000
Held at fair value through other comprehensive income [member] | Adoption of IFRS 9 [member]
Disclosure of detailed information about financial instruments [line items]
Ending balance		835,100,000
Held at fair value through profit or loss [member] | Adoption of IFRS 9 [member]
Disclosure of detailed information about financial instruments [line items]
Ending balance		318,400,000
One percentage point increase or decrease [member]
Disclosure of detailed information about financial instruments [line items]
Increase in combined liabilities due to earn out and put option arrangement		8,900,000			£ 6,800,000
Decrease in combined liabilities due to earn out and put option arrangement		9,300,000			10,400,000
0.5 percentage point increase or decrease [member]
Disclosure of detailed information about financial instruments [line items]
Increase in combined liabilities due to earn out and put option arrangement		11,400,000			7,200,000
Decrease in combined liabilities due to earn out and put option arrangement		11,200,000			7,100,000
Interest Rate Swap Contract [member]
Disclosure of detailed information about financial instruments [line items]
Fair value estimated to be a net asset (liability)		(1,200,000)			(14,200,000)
Gain (loss) on changes in the fair value relating to the ineffective portion	900,000	2,800,000
Gain (loss) on changes in the fair value relating to the ineffective portion, loss on hedging instruments	(9,900,000)
Gain (loss) on changes in the fair value relating to the ineffective portion, gain on hedged items	£ 10,800,000
Interest Rate Swap Contract [member] | Trade and other receivable [member]
Disclosure of detailed information about financial instruments [line items]
Derivative assets		2,100,000			0
Interest Rate Swap Contract [member] | Trade and Other Payable [member]
Disclosure of detailed information about financial instruments [line items]
Derivative liabilities		3,300,000			14,200,000
Interest Rate Swap Contract [member] | Until September 2022 [member]
Disclosure of detailed information about financial instruments [line items]
Nominal amount | $				$ 500,000,000
Interest Rate Swap Contract [member] | Until November 2021 [member]
Disclosure of detailed information about financial instruments [line items]
Nominal amount | $				$ 812,000,000
Interest Rate Swap Contract [member] | Fixed interest rate [member] | Until September 2022 [member]
Disclosure of detailed information about financial instruments [line items]
Derivative interest rates	3.63%
Interest Rate Swap Contract [member] | Fixed interest rate [member] | Until November 2021 [member]
Disclosure of detailed information about financial instruments [line items]
Derivative interest rates	4.75%
Interest Rate Swap Contract [member] | Floating interest rate [member] | Until September 2022 [member]
Disclosure of detailed information about financial instruments [line items]
Derivative interest rates, LIBOR adjustment	1.52%
Interest Rate Swap Contract [member] | Floating interest rate [member] | Until November 2021 [member]
Disclosure of detailed information about financial instruments [line items]
Derivative interest rates, LIBOR adjustment	2.34%
Contracts due in March 2025 [member]
Disclosure of detailed information about financial instruments [line items]
Receipts	£ 500,000,000
Payments	444,100,000
Derivatives in designated hedge relationships [member] | Foreign Exchange Contracts [member]
Disclosure of detailed information about financial instruments [line items]
Fair value estimated to be a net asset (liability)		0			8,400,000
Deferred amount in equity	17,900,000	0
Gain (loss) on changes in the fair value relating to the ineffective portion	(11,100,000)	0
Gain (loss) on changes in the fair value relating to the ineffective portion, loss on hedging instruments	6,800,000
Gain (loss) on changes in the fair value relating to the ineffective portion, gain on hedged items	£ (17,900,000)
Derivatives in designated hedge relationships [member] | Foreign Exchange Contracts [member] | Trade and other receivable [member]
Disclosure of detailed information about financial instruments [line items]
Derivative assets		0			8,400,000
Derivatives in designated hedge relationships [member] | Foreign Exchange Contracts [member] | Trade and Other Payable [member]
Disclosure of detailed information about financial instruments [line items]
Derivative liabilities		0			0
Derivatives not designated as hedges [member] | Foreign Exchange Contracts [member]
Disclosure of detailed information about financial instruments [line items]
Fair value estimated to be a net asset (liability)		(2,500,000)			(1,300,000)
Nominal amount		£ 177,700,000			£ 296,100,000

[1] Prior year figures have been restated for the impact of the adoption of IFRS 15 Revenue from Contracts with Customers, as described in the accounting policies.

XML

Financial instruments - Analysis of Financial Assets and Liabilities (Detail) - GBP (£) £ in Millions	Dec. 31, 2018	Dec. 31, 2017		Dec. 31, 2016
Disclosure of detailed information about financial instruments [line items]
Other investments	£ 666.7	£ 1,153.5	[1]	£ 1,310.3
Bank overdrafts, bonds and bank loans	(1,025.1)	(624.1)	[1]
Bonds and bank loans	(5,634.8)	(6,250.4)	[1]
Payments due to vendors (earnout agreements) (note 18)	(414.7)	(630.7)		£ (976.5)
Derivatives in designated hedge relationships [member] | Classification under IFRS 9 [member]
Disclosure of detailed information about financial instruments [line items]
Derivative assets	8.4
Derivative liabilities	(14.2)
Financial instruments	(5.8)
Derivatives in designated hedge relationships [member] | Classification under IAS39 [member]
Disclosure of detailed information about financial instruments [line items]
Derivative assets		2.1
Derivative liabilities		(3.3)
Financial instruments		(1.2)
Held at fair value through profit or loss [member] | Classification under IFRS 9 [member]
Disclosure of detailed information about financial instruments [line items]
Other investments	319.6
Derivative assets	1.3
Derivative liabilities	(2.6)
Payments due to vendors (earnout agreements) (note 18)	(414.7)
Liabilities in respect of put options	(242.0)
Financial instruments	(338.4)
Held at fair value through other comprehensive income [member] | Classification under IFRS 9 [member]
Disclosure of detailed information about financial instruments [line items]
Other investments	347.1
Financial instruments	347.1
Amortised cost [member] | Classification under IFRS 9 [member]
Disclosure of detailed information about financial instruments [line items]
Cash and short-term deposits	2,643.2
Bank overdrafts, bonds and bank loans	(1,025.1)
Bonds and bank loans	(5,634.8)
Trade and other receivables: amounts falling due within one year	8,545.6
Trade and other receivables: amounts falling due after more than one year	68.3
Trade and other payables: amounts falling due within one year	(10,637.3)
Trade and other payables: amounts falling due after more than one year	(8.4)
Financial instruments	(6,048.5)
Amortised cost [member] | Classification under IAS39 [member]
Disclosure of detailed information about financial instruments [line items]
Bank overdrafts, bonds and bank loans		(624.1)
Bonds and bank loans		(6,250.4)
Trade and other payables: amounts falling due within one year		(9,970.5)
Trade and other payables: amounts falling due after more than one year		(8.5)
Financial instruments		(16,853.5)
Carrying value [member] | Classification under IFRS 9 [member]
Disclosure of detailed information about financial instruments [line items]
Other investments	666.7
Cash and short-term deposits	2,643.2
Bank overdrafts, bonds and bank loans	(1,025.1)
Bonds and bank loans	(5,634.8)
Trade and other receivables: amounts falling due within one year	8,545.6
Trade and other receivables: amounts falling due after more than one year	68.3
Trade and other payables: amounts falling due within one year	(10,637.3)
Trade and other payables: amounts falling due after more than one year	(8.4)
Derivative assets	9.7
Derivative liabilities	(16.8)
Payments due to vendors (earnout agreements) (note 18)	(414.7)
Liabilities in respect of put options	(242.0)
Financial instruments	£ (6,045.6)
Carrying value [member] | Classification under IAS39 [member]
Disclosure of detailed information about financial instruments [line items]
Other investments		1,153.5
Cash and short-term deposits		2,391.4
Bank overdrafts, bonds and bank loans		(624.1)
Bonds and bank loans		(6,250.4)
Trade and other receivables: amounts falling due within one year		8,328.4
Trade and other receivables: amounts falling due after more than one year		61.7
Trade and other payables: amounts falling due within one year		(9,970.5)
Trade and other payables: amounts falling due after more than one year		(8.5)
Derivative assets		3.1
Derivative liabilities		(6.8)
Payments due to vendors (earnout agreements) (note 18)		(630.7)
Liabilities in respect of put options		(258.1)
Financial instruments		(5,811.0)
Held for trading [member] | Classification under IAS39 [member]
Disclosure of detailed information about financial instruments [line items]
Derivative assets		1.0
Derivative liabilities		(3.5)
Payments due to vendors (earnout agreements) (note 18)		(630.7)
Liabilities in respect of put options		(258.1)
Financial instruments		(891.3)
Loans and receivables [member] | Classification under IAS39 [member]
Disclosure of detailed information about financial instruments [line items]
Cash and short-term deposits		2,391.4
Trade and other receivables: amounts falling due within one year		8,328.4
Trade and other receivables: amounts falling due after more than one year		61.7
Financial instruments		10,781.5
Available for sale [member] | Classification under IAS39 [member]
Disclosure of detailed information about financial instruments [line items]
Other investments		1,153.5
Financial instruments		£ 1,153.5

[1] Prior year figures have been restated for the impact of the adoption of IFRS 15 Revenue from Contracts with Customers, as described in the accounting policies.

XML

Financial instruments - Analysis of Financial Instruments Measured at Fair Value (Detail) - GBP (£) £ in Millions	12 Months Ended
	Dec. 31, 2018		Dec. 31, 2017		Dec. 31, 2016
Disclosure of detailed information about financial instruments [line items]
Beginning balance	£ 1,153.5	[1]	£ 1,310.3
Payments due to vendors (earnout agreements) (note 18)	(414.7)		(630.7)		£ (976.5)
Ending balance	666.7		1,153.5	[1]
At Fair Value [member] | Level 1 [member] | Equity investments [member] | Other investments [member]
Disclosure of detailed information about financial instruments [line items]
Beginning balance	333.2
Ending balance			333.2
At Fair Value [member] | Level 1 [member] | Held at fair value through profit or loss [member] | Other investments [member]
Disclosure of detailed information about financial instruments [line items]
Ending balance	0.4
At Fair Value [member] | Level 1 [member] | Held at fair value through other comprehensive income [member] | Other investments [member]
Disclosure of detailed information about financial instruments [line items]
Ending balance	128.1
At Fair Value [member] | Level 2 [member] | Derivatives in designated hedge relationships [member] | Derivatives Liabilities [member]
Disclosure of detailed information about financial instruments [line items]
Derivative liabilities	(14.2)		(3.3)
At Fair Value [member] | Level 2 [member] | Derivatives in designated hedge relationships [member] | Derivatives Assets [member]
Disclosure of detailed information about financial instruments [line items]
Derivative assets	8.4		2.1
At Fair Value [member] | Level 2 [member] | Held for trading [member] | Derivatives Liabilities [member]
Disclosure of detailed information about financial instruments [line items]
Derivative liabilities			(3.5)
At Fair Value [member] | Level 2 [member] | Held for trading [member] | Derivatives Assets [member]
Disclosure of detailed information about financial instruments [line items]
Derivative assets			1.0
At Fair Value [member] | Level 2 [member] | Held at fair value through profit or loss [member] | Derivatives Liabilities [member]
Disclosure of detailed information about financial instruments [line items]
Derivative liabilities	(2.6)
At Fair Value [member] | Level 2 [member] | Held at fair value through profit or loss [member] | Derivatives Assets [member]
Disclosure of detailed information about financial instruments [line items]
Derivative assets	1.3
At Fair Value [member] | Level 3 [member] | Held for trading [member] | Trade And Other Payables To Trade Suppliers [member]
Disclosure of detailed information about financial instruments [line items]
Payments due to vendors (earnout agreements) (note 18)			(630.7)
At Fair Value [member] | Level 3 [member] | Held for trading [member] | Liabilities in Respect of Put Options [member]
Disclosure of detailed information about financial instruments [line items]
Liabilities in respect of put options			(258.1)
Beginning balance	(258.1)		(297.0)
Gains recognised in the income statement	34.5		52.5
Exchange adjustments	1.1		7.5
Additions	(43.5)		(40.5)
Cancellations	2.2		2.9
Settlements	21.8		16.5
Ending balance	(242.0)		(258.1)
At Fair Value [member] | Level 3 [member] | Equity investments [member] | Other investments [member]
Disclosure of detailed information about financial instruments [line items]
Beginning balance	820.3		881.0
Gains/(losses) recognised in the income statement	61.1		(13.8)
Gains/(losses) recognised in other comprehensive income	(140.6)		15.1
Exchange adjustments			(70.9)
Additions	35.0		67.7
Disposals	(237.3)		(1.7)
Reclassifications from other investments to interests in associates	(0.3)		(57.1)
Settlements	0.0		0.0
Ending balance	538.2		£ 820.3
At Fair Value [member] | Level 3 [member] | Held at fair value through profit or loss [member] | Trade And Other Payables To Trade Suppliers [member]
Disclosure of detailed information about financial instruments [line items]
Payments due to vendors (earnout agreements) (note 18)	(414.7)
At Fair Value [member] | Level 3 [member] | Held at fair value through profit or loss [member] | Liabilities in Respect of Put Options [member]
Disclosure of detailed information about financial instruments [line items]
Liabilities in respect of put options	(242.0)
At Fair Value [member] | Level 3 [member] | Held at fair value through profit or loss [member] | Other investments [member]
Disclosure of detailed information about financial instruments [line items]
Ending balance	319.2
At Fair Value [member] | Level 3 [member] | Held at fair value through other comprehensive income [member] | Other investments [member]
Disclosure of detailed information about financial instruments [line items]
Ending balance	£ 219.0

[1] Prior year figures have been restated for the impact of the adoption of IFRS 15 Revenue from Contracts with Customers, as described in the accounting policies.

XML

Authorised and issued share capital - Summary of Authorised and Issued Share Capital (Detail) £ in Millions		12 Months Ended
		Dec. 31, 2018 GBP (£) shares	Dec. 31, 2017 GBP (£) shares		Dec. 31, 2016 GBP (£) shares	Dec. 31, 2015 GBP (£) shares
Disclosure of classes of share capital [line items]
Issued and fully paid capital, Beginning balance	[1]	£ 133.3
Issued and fully paid capital, Ending balance		£ 133.3	£ 133.3	[1]
Ordinary shares [member]
Disclosure of classes of share capital [line items]
Equity ordinary shares, authorised | shares		1,750,000,000	1,750,000,000		1,750,000,000	1,750,000,000
Nominal value of Authorised shares		£ 175.0	£ 175.0		£ 175.0	£ 175.0
Number of shares issued and fully paid, Beginning balance | shares		1,332,511,552	1,331,880,730		1,329,366,024
Exercise of share options | shares		166,675	630,822		2,514,706
Number of shares issued and fully paid, Ending balance | shares		1,332,678,227	1,332,511,552		1,331,880,730
Issued and fully paid capital, Beginning balance		£ 133.3	£ 133.2		£ 132.9
Exercise of share options			0.1		0.3
Issued and fully paid capital, Ending balance		£ 133.3	£ 133.3		£ 133.2

[1] Prior year figures have been restated for the impact of the adoption of IFRS 15 Revenue from Contracts with Customers, as described in the accounting policies.

XML

Authorised and issued share capital - Additional Information (Detail)	12 Months Ended
	Dec. 31, 2018 USD ($) Years	Dec. 31, 2018 GBP (£) shares ADRs Years	Dec. 31, 2017 USD ($)	Dec. 31, 2017 GBP (£) shares	Dec. 31, 2016 USD ($)	Dec. 31, 2016 GBP (£)
Disclosure of classes of share capital [line items]
Share option performance effect	Nine years and eight months	Nine years and eight months
Share option granted in Life | Years	10	10
WPP Share Option Plan 2015 [member] | Bottom of range [member]
Disclosure of classes of share capital [line items]
Threshold period for employment participation in employee stock ownership plan	2 years	2 years
WPP Worldwide Share Ownership Program [member]
Disclosure of classes of share capital [line items]
Vesting period	3 years	3 years
WPP Worldwide Share Ownership Program [member] | Bottom of range [member]
Disclosure of classes of share capital [line items]
Threshold period for employment participation in employee stock ownership plan	2 years	2 years
Executive Stock Option Plan [member]
Disclosure of classes of share capital [line items]
Vesting period	3 years	3 years
Ordinary shares [member]
Disclosure of classes of share capital [line items]
Number of the ordinary shares of the Company held by the ESOP | shares		14,820,994		14,232,910
Market value of the ordinary shares of the Company held by the ESOP | £		£ 125,500,000		£ 190,900,000
Number of ordinary shares held in treasury | shares		70,854,553		62,578,938
Ordinary shares held in Treasury at market value | £		£ 599,900,000		£ 839,200,000
Number of ordinary shares under option		24,218,615		20,985,441
Average share price | £		£ 11.56		£ 15.86		£ 16.45
Ordinary shares [member] | WPP Executive Share Option Scheme [member]
Disclosure of classes of share capital [line items]
Number of ordinary shares under option | shares		6,741
Ordinary shares [member] | WPP Worldwide Share Ownership Program [member]
Disclosure of classes of share capital [line items]
Number of ordinary shares under option | shares		3,187,979
Ordinary shares [member] | WPP Share Option Plan 2015 [member]
Disclosure of classes of share capital [line items]
Number of ordinary shares under option		18,691,100		14,602,950
Ordinary shares [member] | WPP Worldwide Share Ownership Program [member]
Disclosure of classes of share capital [line items]
Number of ordinary shares under option		5,520,774		6,375,750
American depository receipts [member]
Disclosure of classes of share capital [line items]
Average ADR Price | $	$ 77.31		$ 101.86		$ 111.20
American depository receipts [member] | WPP Worldwide Share Ownership Program [member]
Disclosure of classes of share capital [line items]
Unexercised options | ADRs		466,559
American depository receipts [member] | WPP Share Option Plan 2015 [member]
Disclosure of classes of share capital [line items]
Unexercised options | ADRs		1,286,670
Share purchase options [member]
Disclosure of classes of share capital [line items]
Unrecognised compensation costs related to share options | £		£ 8,500,000		£ 9,000,000
Unrecognised compensation cost related to share options, weighted average period	20 months	20 months	20 months	20 months

XML

Authorised and issued share capital - Options Granted, WPP Executive Share Option Scheme (Detail) - Ordinary shares [member]	12 Months Ended
	Dec. 31, 2018 GBP (£) shares	Dec. 31, 2017
Disclosure of range of exercise prices of outstanding share options [line items]
Number of ordinary shares under option	24,218,615	20,985,441
WPP Executive Share Option Scheme [member]
Disclosure of range of exercise prices of outstanding share options [line items]
Number of ordinary shares under option	6,741	6,741
WPP Executive Share Option Scheme [member] | Exercise price group 1 [member]
Disclosure of range of exercise prices of outstanding share options [line items]
Number of ordinary shares under option | shares	3,696
Exercise price per share | £	£ 8.333
Exercise dates	2015 - 2022
WPP Executive Share Option Scheme [member] | Exercise price group 2 [member]
Disclosure of range of exercise prices of outstanding share options [line items]
Number of ordinary shares under option | shares	3,045
Exercise price per share | £	£ 10.595
Exercise dates	2016 - 2023

XML

Authorised and issued share capital - Options Granted, WPP Worldwide Share Ownership Program (Detail)	12 Months Ended
	Dec. 31, 2018 USD ($) shares ADRs	Dec. 31, 2018 GBP (£) shares ADRs	Dec. 31, 2017
Ordinary shares [member]
Disclosure of range of exercise prices of outstanding share options [line items]
Number of ordinary shares under option	24,218,615	24,218,615	20,985,441
WPP Worldwide Share Ownership Program [member] | Ordinary shares [member]
Disclosure of range of exercise prices of outstanding share options [line items]
Number of ordinary shares under option	5,520,774	5,520,774	6,375,750
WPP Worldwide Share Ownership Program [member] | Exercise price group 1 [member] | Ordinary shares [member]
Disclosure of range of exercise prices of outstanding share options [line items]
Number of ordinary shares under option | shares	28,275	28,275
Exercise price per share | £		£ 5.483
Exercise dates	2012 - 2019
WPP Worldwide Share Ownership Program [member] | Exercise price group 1 [member] | American depository receipts [member]
Disclosure of range of exercise prices of outstanding share options [line items]
Number of ADRs under option | ADRs	11,855	11,855
Exercise price per ADR | $	$ 44.560
Exercise dates	2012 - 2019
WPP Worldwide Share Ownership Program [member] | Exercise price group 2 [member] | Ordinary shares [member]
Disclosure of range of exercise prices of outstanding share options [line items]
Number of ordinary shares under option | shares	18,000	18,000
Exercise price per share | £		£ 5.483
Exercise dates	2013 - 2019
WPP Worldwide Share Ownership Program [member] | Exercise price group 2 [member] | American depository receipts [member]
Disclosure of range of exercise prices of outstanding share options [line items]
Number of ADRs under option | ADRs	29,025	29,025
Exercise price per ADR | $	$ 49.230
Exercise dates	2014 - 2021
WPP Worldwide Share Ownership Program [member] | Exercise price group 3 [member] | Ordinary shares [member]
Disclosure of range of exercise prices of outstanding share options [line items]
Number of ordinary shares under option | shares	750	750
Exercise price per share | £		£ 5.608
Exercise dates	2012 - 2019
WPP Worldwide Share Ownership Program [member] | Exercise price group 3 [member] | American depository receipts [member]
Disclosure of range of exercise prices of outstanding share options [line items]
Number of ADRs under option | ADRs	19,200	19,200
Exercise price per ADR | $	$ 56.560
Exercise dates	2013 - 2020
WPP Worldwide Share Ownership Program [member] | Exercise price group 4 [member] | Ordinary shares [member]
Disclosure of range of exercise prices of outstanding share options [line items]
Number of ordinary shares under option | shares	95,000	95,000
Exercise price per share | £		£ 6.268
Exercise dates	2014 - 2021
WPP Worldwide Share Ownership Program [member] | Exercise price group 4 [member] | American depository receipts [member]
Disclosure of range of exercise prices of outstanding share options [line items]
Number of ADRs under option | ADRs	44,964	44,964
Exercise price per ADR | $	$ 67.490
Exercise dates	2015 - 2022
WPP Worldwide Share Ownership Program [member] | Exercise price group 5 [member] | Ordinary shares [member]
Disclosure of range of exercise prices of outstanding share options [line items]
Number of ordinary shares under option | shares	44,125	44,125
Exercise price per share | £		£ 6.268
Exercise dates	2015 - 2021
WPP Worldwide Share Ownership Program [member] | Exercise price group 5 [member] | American depository receipts [member]
Disclosure of range of exercise prices of outstanding share options [line items]
Number of ADRs under option | ADRs	195,890	195,890
Exercise price per ADR | $	$ 102.670
Exercise dates	2017 - 2024
WPP Worldwide Share Ownership Program [member] | Exercise price group 6 [member] | Ordinary shares [member]
Disclosure of range of exercise prices of outstanding share options [line items]
Number of ordinary shares under option | shares	61,625	61,625
Exercise price per share | £		£ 7.113
Exercise dates	2013 - 2020
WPP Worldwide Share Ownership Program [member] | Exercise price group 6 [member] | American depository receipts [member]
Disclosure of range of exercise prices of outstanding share options [line items]
Number of ADRs under option | ADRs	165,625	165,625
Exercise price per ADR | $	$ 110.760
Exercise dates	2016 - 2023
WPP Worldwide Share Ownership Program [member] | Exercise price group 7 [member] | Ordinary shares [member]
Disclosure of range of exercise prices of outstanding share options [line items]
Number of ordinary shares under option | shares	30,250	30,250
Exercise price per share | £		£ 7.113
Exercise dates	2014 - 2020
WPP Worldwide Share Ownership Program [member] | Exercise price group 8 [member] | Ordinary shares [member]
Disclosure of range of exercise prices of outstanding share options [line items]
Number of ordinary shares under option | shares	233,129	233,129
Exercise price per share | £		£ 8.458
Exercise dates	2015 - 2022
WPP Worldwide Share Ownership Program [member] | Exercise price group 9 [member] | Ordinary shares [member]
Disclosure of range of exercise prices of outstanding share options [line items]
Number of ordinary shares under option | shares	52,000	52,000
Exercise price per share | £		£ 13.145
Exercise dates	2017 - 2021
WPP Worldwide Share Ownership Program [member] | Exercise price group 10 [member] | Ordinary shares [member]
Disclosure of range of exercise prices of outstanding share options [line items]
Number of ordinary shares under option | shares	1,959,975	1,959,975
Exercise price per share | £		£ 13.145
Exercise dates	2017 - 2024
WPP Worldwide Share Ownership Program [member] | Exercise price group 11 [member] | Ordinary shares [member]
Disclosure of range of exercise prices of outstanding share options [line items]
Number of ordinary shares under option | shares	4,750	4,750
Exercise price per share | £		£ 13.145
Exercise dates	2018 - 2024
WPP Worldwide Share Ownership Program [member] | Exercise price group 12 [member] | Ordinary shares [member]
Disclosure of range of exercise prices of outstanding share options [line items]
Number of ordinary shares under option | shares	642,975	642,975
Exercise price per share | £		£ 13.505
Exercise dates	2016 - 2023
WPP Worldwide Share Ownership Program [member] | Exercise price group 13 [member] | Ordinary shares [member]
Disclosure of range of exercise prices of outstanding share options [line items]
Number of ordinary shares under option | shares	17,125	17,125
Exercise price per share | £		£ 13.505
Exercise dates	2017 - 2023

XML

Authorised and issued share capital - Options Granted, WPP Share Option Plan 2015 (Detail)	12 Months Ended
	Dec. 31, 2018 USD ($) shares ADRs	Dec. 31, 2018 GBP (£) shares ADRs	Dec. 31, 2017
Ordinary shares [member]
Disclosure of range of exercise prices of outstanding share options [line items]
Number of ordinary shares under option	24,218,615	24,218,615	20,985,441
WPP Share Option Plan 2015 [member] | Ordinary shares [member]
Disclosure of range of exercise prices of outstanding share options [line items]
Number of ordinary shares under option	18,691,100	18,691,100	14,602,950
WPP Share Option Plan 2015 [member] | American depository receipts [member]
Disclosure of range of exercise prices of outstanding share options [line items]
Number of ADRs under option | ADRs	1,286,670	1,286,670
WPP Share Option Plan 2015 [member] | Exercise price group 1 [member] | Ordinary shares [member]
Disclosure of range of exercise prices of outstanding share options [line items]
Number of ordinary shares under option | shares	23,750	23,750
Exercise price per share | £		£ 8.372
Exercise dates	2021 - 2025
WPP Share Option Plan 2015 [member] | Exercise price group 1 [member] | American depository receipts [member]
Disclosure of range of exercise prices of outstanding share options [line items]
Number of ADRs under option | ADRs	439,205	439,205
Exercise price per ADR | $	$ 53.140
Exercise dates	2021 - 2028
WPP Share Option Plan 2015 [member] | Exercise price group 2 [member] | Ordinary shares [member]
Disclosure of range of exercise prices of outstanding share options [line items]
Number of ordinary shares under option | shares	4,053,925	4,053,925
Exercise price per share | £		£ 8.372
Exercise dates	2021 - 2028
WPP Share Option Plan 2015 [member] | Exercise price group 2 [member] | American depository receipts [member]
Disclosure of range of exercise prices of outstanding share options [line items]
Number of ADRs under option | ADRs	340,225	340,225
Exercise price per ADR | $	$ 88.260
Exercise dates	2020 - 2027
WPP Share Option Plan 2015 [member] | Exercise price group 3 [member] | Ordinary shares [member]
Disclosure of range of exercise prices of outstanding share options [line items]
Number of ordinary shares under option | shares	23,875	23,875
Exercise price per share | £		£ 13.085
Exercise dates	2020 - 2024
WPP Share Option Plan 2015 [member] | Exercise price group 3 [member] | American depository receipts [member]
Disclosure of range of exercise prices of outstanding share options [line items]
Number of ADRs under option | ADRs	282,115	282,115
Exercise price per ADR | $	$ 105.490
Exercise dates	2020 - 2026
WPP Share Option Plan 2015 [member] | Exercise price group 4 [member] | Ordinary shares [member]
Disclosure of range of exercise prices of outstanding share options [line items]
Number of ordinary shares under option | shares	3,245,325	3,245,325
Exercise price per share | £		£ 13.085
Exercise dates	2020 - 2027
WPP Share Option Plan 2015 [member] | Exercise price group 4 [member] | American depository receipts [member]
Disclosure of range of exercise prices of outstanding share options [line items]
Number of ADRs under option | ADRs	225,125	225,125
Exercise price per ADR | $	$ 115.940
Exercise dates	2018 - 2025
WPP Share Option Plan 2015 [member] | Exercise price group 5 [member] | Ordinary shares [member]
Disclosure of range of exercise prices of outstanding share options [line items]
Number of ordinary shares under option | shares	66,125	66,125
Exercise price per share | £		£ 15.150
Exercise dates	2018 - 2022
WPP Share Option Plan 2015 [member] | Exercise price group 6 [member] | Ordinary shares [member]
Disclosure of range of exercise prices of outstanding share options [line items]
Number of ordinary shares under option | shares	2,211,900	2,211,900
Exercise price per share | £		£ 15.150
Exercise dates	2018 - 2025
WPP Share Option Plan 2015 [member] | Exercise price group 7 [member] | Ordinary shares [member]
Disclosure of range of exercise prices of outstanding share options [line items]
Number of ordinary shares under option | shares	5,750	5,750
Exercise price per share | £		£ 15.150
Exercise dates	2019 - 2025
WPP Share Option Plan 2015 [member] | Exercise price group 8 [member] | Ordinary shares [member]
Disclosure of range of exercise prices of outstanding share options [line items]
Number of ordinary shares under option | shares	15,875	15,875
Exercise price per share | £		£ 17.055
Exercise dates	2019 - 2023
WPP Share Option Plan 2015 [member] | Exercise price group 9 [member] | Ordinary shares [member]
Disclosure of range of exercise prices of outstanding share options [line items]
Number of ordinary shares under option | shares	2,611,225	2,611,225
Exercise price per share | £		£ 17.055
Exercise dates	2019 - 2026

XML

Authorised and issued share capital - Movements and Weighted-average Exercise Price for Options Granted (Detail)	12 Months Ended
	Dec. 31, 2018 USD ($) shares	Dec. 31, 2018 GBP (£) shares	Dec. 31, 2017 USD ($) shares	Dec. 31, 2017 GBP (£) shares	Dec. 31, 2016 shares	Dec. 31, 2018 GBP (£)
American depository receipts [member] | WPP Worldwide Share Ownership Program [member]
Disclosure of terms and conditions of share-based payment arrangement [Line items]
Weighted-average exercise price for options, 1 January | $	$ 94.752
Weighted-average exercise price for options, Exercised | $	57.031
Weighted-average exercise price for options, Lapsed | $	99.731
Weighted-average exercise price for options, Outstanding 31 December | $	95.453		$ 94.752
Weighted-average exercise price for options, Exercisable | $	95.453
American depository receipts [member] | WPP Share Option Plans [member]
Disclosure of terms and conditions of share-based payment arrangement [Line items]
Weighted-average exercise price for options, 1 January | $	101.047
Weighted-average exercise price for options, Granted | $	53.140
Weighted-average exercise price for options, Lapsed | $	98.978
Weighted-average exercise price for options, Outstanding 31 December | $	84.893		$ 101.047
Weighted-average exercise price for options, Exercisable | $	$ 115.940
Ordinary shares [member]
Disclosure of terms and conditions of share-based payment arrangement [Line items]
Options granted, Beginning balance	20,985,441	20,985,441
Options granted, Granted	6,301,400	6,301,400
Options granted, Exercised | shares	(166,675)	(166,675)	(630,822)	(630,822)	(2,514,706)
Options granted, Lapsed	(2,901,551)	(2,901,551)
Options granted, Ending balance	24,218,615	24,218,615	20,985,441	20,985,441
Options granted, Exercisable	8,931,165					8,931,165
Ordinary shares [member] | WPP Executive Share Option Scheme [member]
Disclosure of terms and conditions of share-based payment arrangement [Line items]
Options granted, Beginning balance	6,741	6,741
Options granted, Ending balance	6,741	6,741	6,741	6,741
Options granted, Exercisable	6,741					6,741
Weighted-average exercise price for options, 1 January		£ 9.355
Weighted-average exercise price for options, Outstanding 31 December		£ 9.355		£ 9.355
Weighted-average exercise price for options, Exercisable						£ 9.355
Ordinary shares [member] | WPP Worldwide Share Ownership Program [member]
Disclosure of terms and conditions of share-based payment arrangement [Line items]
Options granted, Beginning balance	6,375,750	6,375,750
Options granted, Exercised	(166,675)	(166,675)
Options granted, Lapsed	(688,301)	(688,301)
Options granted, Ending balance	5,520,774	5,520,774	6,375,750	6,375,750
Options granted, Exercisable	5,520,774					5,520,774
Weighted-average exercise price for options, 1 January		£ 12.195
Weighted-average exercise price for options, Exercised		7.064
Weighted-average exercise price for options, Lapsed		12.473
Weighted-average exercise price for options, Outstanding 31 December		12.290		£ 12.195
Weighted-average exercise price for options, Exercisable						£ 12.290
Ordinary shares [member] | WPP Executive Share Option New Scheme [member]
Disclosure of terms and conditions of share-based payment arrangement [Line items]
Weighted-average exercise price for options, 1 January		14.929
Weighted-average exercise price for options, Granted		8.372
Weighted-average exercise price for options, Lapsed		14.818
Weighted-average exercise price for options, Outstanding 31 December		£ 12.753		£ 14.929
Weighted-average exercise price for options, Exercisable						£ 15.150
Ordinary shares [member] | WPP Share Option Plan 2015 [member]
Disclosure of terms and conditions of share-based payment arrangement [Line items]
Options granted, Beginning balance	14,602,950	14,602,950
Options granted, Granted	6,301,400	6,301,400
Options granted, Lapsed	(2,213,250)	(2,213,250)
Options granted, Ending balance	18,691,100	18,691,100	14,602,950	14,602,950
Options granted, Exercisable	3,403,650					3,403,650

XML

Authorised and issued share capital - Range of Exercise Prices of Options (Detail)	Dec. 31, 2018 USD ($) Months	Dec. 31, 2018 GBP (£) Months
Ordinary shares [member]
Disclosure of range of exercise prices of outstanding share options [line items]
Weighted average contractual life | Months	96	96
American depository receipts [member]
Disclosure of range of exercise prices of outstanding share options [line items]
Weighted average contractual life | Months	93	93
Bottom of range [member] | Ordinary shares [member]
Disclosure of range of exercise prices of outstanding share options [line items]
Exercise price | £		£ 5.483
Bottom of range [member] | American depository receipts [member]
Disclosure of range of exercise prices of outstanding share options [line items]
Exercise price | $	$ 44.560
Top of range [member] | Ordinary shares [member]
Disclosure of range of exercise prices of outstanding share options [line items]
Exercise price | £		17.055
Top of range [member] | American depository receipts [member]
Disclosure of range of exercise prices of outstanding share options [line items]
Exercise price | $	115.940
Weighted average [member] | Ordinary shares [member]
Disclosure of range of exercise prices of outstanding share options [line items]
Exercise price | £		£ 12.656
Weighted average [member] | American depository receipts [member]
Disclosure of range of exercise prices of outstanding share options [line items]
Exercise price | $	$ 87.703

XML

Authorised and issued share capital - Weighted Average Fair Value of Options Granted and Weighted Average Assumptions (Detail)	12 Months Ended
	Dec. 31, 2018 USD ($)	Dec. 31, 2017 USD ($)	Dec. 31, 2016 USD ($)	Dec. 31, 2018 GBP (£)	Dec. 31, 2017 GBP (£)	Dec. 31, 2016 GBP (£)
Weighted average assumptions:
Expected life (months)	48 months	48 months	48 months
Expected volatility	24.00%	17.00%	16.00%
Dividend yield	3.50%	2.90%	2.80%
United Kingdom [member]
Weighted average assumptions:
Risk-free interest rate	0.78%	0.57%	0.44%
United Kingdom [member] | Ordinary shares [member]
Disclosure of terms and conditions of share-based payment arrangement [Line items]
Fair value of options | £				£ 1.07	£ 1.12	£ 1.35
United States [member]
Weighted average assumptions:
Risk-free interest rate	2.74%	2.05%	1.60%
United States [member] | American depository receipts [member]
Disclosure of terms and conditions of share-based payment arrangement [Line items]
Fair value of options | $	$ 8.09	$ 9.40	$ 9.94

XML

Other reserves - Summary of Other Reserves (Detail) - GBP (£) £ in Millions			12 Months Ended
		Jan. 01, 2018	Dec. 31, 2018		Dec. 31, 2017		Dec. 31, 2016
Disclosure of reserves within equity [line items]
Beginning balance	[1]	£ 761.7	£ 761.7
Exchange adjustments on foreign currency net investments			78.9		£ (465.2)		£ 1,378.0
Gain (loss) on revaluation of available for sale investments					32.1		(93.1)
Recognition and remeasurement of financial instruments			(20.4)		(21.8)		4.9
Ending balance			393.5		761.7	[1]
Capital redemption reserve [member]
Disclosure of reserves within equity [line items]
Beginning balance		2.7	2.7		2.7		2.7
Ending balance			2.7		2.7		2.7
Reserve of gains and losses from investments in equity instruments [member]
Disclosure of reserves within equity [line items]
Beginning balance		(257.2)	(257.2)		(247.1)		(225.2)
Recognition and remeasurement of financial instruments			(30.7)		(10.1)		(21.9)
Ending balance			(287.9)		(257.2)		(247.1)
Revaluation reserve [member]
Disclosure of reserves within equity [line items]
Beginning balance		303.4	303.4		271.3		364.4
Gain (loss) on revaluation of available for sale investments					32.1		(93.1)
Accounting policy change (IFRS 9)	[2]		(303.4)
Ending balance					303.4		271.3
Translation reserve [member]
Disclosure of reserves within equity [line items]
Beginning balance		712.8	712.8		1,158.3		(151.6)
Exchange adjustments on foreign currency net investments			69.9		(445.5)		1,309.9
Accounting policy change (IFRS 9)	[2]		(104.0)
Ending balance			678.7		712.8		1,158.3
Other reserves [member]
Disclosure of reserves within equity [line items]
Beginning balance		761.7	761.7		1,185.2		(9.7)
Exchange adjustments on foreign currency net investments	[3]		69.9		(445.5)		1,309.9
Gain (loss) on revaluation of available for sale investments	[3]				32.1		(93.1)
Accounting policy change (IFRS 9)		£ (407.4)	(407.4)	[3],[4]
Recognition and remeasurement of financial instruments	[3]		(30.7)		(10.1)		(21.9)
Ending balance			£ 393.5		£ 761.7		£ 1,185.2

[1] Prior year figures have been restated for the impact of the adoption of IFRS 15 Revenue from Contracts with Customers, as described in the accounting policies.

[2] Due to the adoption of IFRS 9, cumulative gains and losses on revaluation of available for sale investments have been transferred to retained earnings, as described in the accounting policies.

[3] Other reserves are analysed in note 26.

[4] The impact of the adoption of IFRS 9 Financial Instruments from 1 January 2018 is described in the accounting policies on pages F-2 to F-3.

XML

Acquisitions - Book Values of Identifiable Assets and Liabilities Acquired and Their Fair Value (Detail) - GBP (£) £ in Millions	Dec. 31, 2018	Dec. 31, 2017	Dec. 31, 2016
Disclosure of detailed information about business combination [line items]
Cash	£ 11.3
Book value [member]
Disclosure of detailed information about business combination [line items]
Intangible assets		£ 0.8	£ 10.5
Property, plant and equipment	3.1	5.5	20.6
Cash	5.0	28.9	57.1
Trade receivables due within one year	43.7	74.4	249.5
Other current assets	20.3	20.1	78.0
Total assets	72.1	129.7	415.7
Current liabilities	(42.8)	(76.0)	(299.4)
Trade and other payables due after one year	(2.4)	(10.2)	(40.4)
Provisions		(0.1)	(0.1)
Bank loans			(144.4)
Total liabilities	(45.2)	(86.3)	(484.3)
Net assets	26.9	43.4	(68.6)
Fair value adjustments [member]
Disclosure of detailed information about business combination [line items]
Intangible assets	40.3	79.0	319.1
Total assets	40.3	79.0	319.1
Current liabilities			(2.8)
Trade and other payables due after one year	(13.5)	(20.5)	(59.5)
Deferred tax liabilities	(9.9)	(16.8)	(96.1)
Provisions	(0.4)	(4.8)	(11.5)
Total liabilities	(23.8)	(42.1)	(169.9)
Net assets	16.5	36.9	149.2
At Fair Value [member]
Disclosure of detailed information about business combination [line items]
Intangible assets	40.3	79.8	329.6
Property, plant and equipment	3.1	5.5	20.6
Cash	5.0	28.9	57.1
Trade receivables due within one year	43.7	74.4	249.5
Other current assets	20.3	20.1	78.0
Total assets	112.4	208.7	734.8
Current liabilities	(42.8)	(76.0)	(302.2)
Trade and other payables due after one year	(15.9)	(30.7)	(99.9)
Deferred tax liabilities	(9.9)	(16.8)	(96.1)
Provisions	(0.4)	(4.9)	(11.6)
Bank loans			(144.4)
Total liabilities	(69.0)	(128.4)	(654.2)
Net assets	43.4	80.3	80.6
Non-controlling interests	(6.3)	(13.9)	(15.0)
Fair value of equity stake in associate undertakings before acquisition of controlling interest	(3.1)	(5.7)	(98.5)
Goodwill	141.6	314.3	799.3
Consideration	175.6	375.0	766.4
Consideration satisfied by:
Cash	127.4	213.7	423.3
Payments due to vendors	£ 48.2	£ 161.3	£ 343.1

XML

Acquisitions - Additional Information (Detail) - GBP (£) £ in Millions	Dec. 31, 2018	Dec. 31, 2017	Dec. 31, 2016
Disclosure of detailed information about business combination [abstract]
Goodwill that is expected to be deductible for tax purposes	£ 65.3	£ 63.9	£ 54.8

XML

Reconciliation of profit before interest and taxation to headline PBIT - Summary of Reconciliation of Profit Before Interest and Taxation to Headline PBIT (Detail) - GBP (£) £ in Millions		12 Months Ended
		Dec. 31, 2018	Dec. 31, 2017		Dec. 31, 2016
Disclosure of reconciliation of profit before interest and taxation to headline PBIT [abstract]
Profit before interest and taxation		£ 1,474.9	£ 2,021.7	[1]	£ 2,112.9	[1]
Amortisation and impairment of acquired intangible assets		280.0	195.1		168.4
Goodwill impairment		183.9	27.1		27.0
Gains on disposal of investments and subsidiaries		(235.5)	(129.0)		(44.3)
(Gains)/losses on remeasurement of equity interests arising from a change in scope of ownership		(2.0)	0.3		(232.4)
Investment write-downs		2.0	95.9		86.1
Restructuring and transformation costs		302.3	56.8		27.4
Share of exceptional losses/(gains) of associates		41.7	(0.8)		15.2
Headline PBIT	[2]	£ 2,047.3	£ 2,267.1		£ 2,160.3

[1] Prior year figures have been restated for the impact of the adoption of IFRS 15 Revenue from Contracts with Customers, as described in the accounting policies.

[2] A reconciliation from profit before interest and taxation to headline PBIT is provided in note 29. PBIT is reconciled to reported profit before taxation in the consolidated income statement.

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Condensed consolidating financial information for bonds issued by WPP Finance 2010 with WPP plc as parent guarantor and WPP Air 1, WPP 2008 Limited, WPP 2005 Limited, WPP 2012 Limited, and WPP Jubilee Limited as subsidiary guarantors - Additional Information (Detail)		12 Months Ended
	Dec. 31, 2018 USD ($)	Dec. 31, 2018 USD ($)
Disclosure of detailed information of condensed consolidating financial information [line items]
Ownership percentage in subsidiaries	100.00%	100.00%
US$ bonds due September 2022 [member]
Disclosure of detailed information of condensed consolidating financial information [line items]
Bond amount	$ 500,000,000	$ 500,000,000
Interest rate	3.625%	3.625%
US$ bonds due September 2042 [member]
Disclosure of detailed information of condensed consolidating financial information [line items]
Bond amount	$ 272,000,000	$ 272,000,000
Interest rate	5.125%	5.125%
Repayment of bonds		$ 28,000,000
Bond amount initially issued	$ 300,000,000	300,000,000
US$ bonds due November 2021 [member]
Disclosure of detailed information of condensed consolidating financial information [line items]
Bond amount	$ 812,000,000	$ 812,000,000
Interest rate	4.75%	4.75%

XML

Condensed consolidating financial information for bonds issued by WPP Finance 2010 with WPP plc as parent guarantor and WPP Air 1, WPP 2008 Limited, WPP 2005 Limited, WPP 2012 Limited, and WPP Jubilee Limited as subsidiary guarantors - Condensed Consolidating Income Statement Information (Detail) - GBP (£) £ in Millions		12 Months Ended
		Dec. 31, 2018	Dec. 31, 2017		Dec. 31, 2016
Condensed Consolidating Income Statement Information
Revenue	[1],[2]	£ 15,602.4	£ 15,804.2		£ 14,887.3
Costs of services		(12,663.5)	(12,629.0)	[2]	(11,846.5)	[2]
Gross profit		2,938.9	3,175.2	[2]	3,040.8	[2]
General and administrative costs		(1,507.5)	(1,267.0)	[2]	(977.7)	[2]
Operating profit		1,431.4	1,908.2	[2]	2,063.1	[2]
Share of results of associates		43.5	113.5	[2]	49.8	[2]
Profit before interest and taxation		1,474.9	2,021.7	[2]	2,112.9	[2]
Finance income		104.8	95.2	[2]	80.4	[2]
Finance costs		(289.3)	(269.8)	[2]	(254.5)	[2]
Revaluation of financial instruments		172.9	262.2	[2]	(48.3)	[2]
Profit before taxation		1,463.3	2,109.3	[2]	1,890.5	[2]
Taxation		(323.9)	(197.0)	[2]	(388.9)	[2]
Profit for the year		1,139.4	1,912.3	[2]	1,501.6	[2]
Attributable to:
Equity holders of the parent		1,062.9	1,816.6	[2]	1,400.1	[2]
Non-controlling interests		76.5	95.7	[2]	101.5	[2]
Profit for the year		1,139.4	1,912.3	[2]	1,501.6	[2]
Condensed Consolidating Financial Information for Bonds Issued by WPP Finance 2010 with WPP plc as Parent Guarantor and WPP Air 1, WPP 2008 Limited, WPP 2005 Limited, WPP 2012 Limited, and WPP Jubilee Limited as Subsidiary Guarantors [member]
Condensed Consolidating Income Statement Information
Revenue		15,602.4	15,804.2	[2]	14,887.3	[2]
Costs of services		(12,663.5)	(12,629.0)	[2]	(11,846.5)	[2]
Gross profit		2,938.9	3,175.2	[2]	3,040.8	[2]
General and administrative costs		(1,507.5)	(1,267.0)	[2]	(977.7)	[2]
Operating profit		1,431.4	1,908.2	[2]	2,063.1	[2]
Share of results of associates		43.5	113.5	[2]	49.8	[2]
Profit before interest and taxation		1,474.9	2,021.7	[2]	2,112.9	[2]
Finance income		104.8	95.2	[2]	80.4	[2]
Finance costs		(289.3)	(269.8)	[2]	(254.5)	[2]
Revaluation of financial instruments		172.9	262.2	[2]	(48.3)	[2]
Profit before taxation		1,463.3	2,109.3	[2]	1,890.5	[2]
Taxation		(323.9)	(197.0)	[2]	(388.9)	[2]
Profit for the year		1,139.4	1,912.3	[2]	1,501.6	[2]
Attributable to:
Equity holders of the parent		1,062.9	1,816.6	[2]	1,400.1	[2]
Non-controlling interests		76.5	95.7	[2]	101.5	[2]
Profit for the year		1,139.4	1,912.3	[2]	1,501.6	[2]
WPP plc [member] | Condensed Consolidating Financial Information for Bonds Issued by WPP Finance 2010 with WPP plc as Parent Guarantor and WPP Air 1, WPP 2008 Limited, WPP 2005 Limited, WPP 2012 Limited, and WPP Jubilee Limited as Subsidiary Guarantors [member]
Condensed Consolidating Income Statement Information
General and administrative costs		10.8	14.1	[2]	13.8	[2]
Operating profit		10.8	14.1	[2]	13.8	[2]
Share of results of subsidiaries		1,179.2	1,901.2	[2]	1,497.4	[2]
Profit before interest and taxation		1,190.0	1,915.3	[2]	1,511.2	[2]
Finance costs		(127.1)	(99.3)	[2]	(102.5)	[2]
Revaluation of financial instruments	[2]		0.6		(8.6)
Profit before taxation		1,062.9	1,816.6	[2]	1,400.1	[2]
Profit for the year		1,062.9	1,816.6	[2]	1,400.1	[2]
Attributable to:
Equity holders of the parent		1,062.9	1,816.6	[2]	1,400.1	[2]
Profit for the year		1,062.9	1,816.6	[2]	1,400.1	[2]
Subsidiary Guarantors [member] | Condensed Consolidating Financial Information for Bonds Issued by WPP Finance 2010 with WPP plc as Parent Guarantor and WPP Air 1, WPP 2008 Limited, WPP 2005 Limited, WPP 2012 Limited, and WPP Jubilee Limited as Subsidiary Guarantors [member]
Condensed Consolidating Income Statement Information
General and administrative costs		(305.8)	74.7	[2]	(828.2)	[2]
Operating profit		(305.8)	74.7	[2]	(828.2)	[2]
Share of results of subsidiaries		1,710.2	2,016.5	[2]	2,518.2	[2]
Profit before interest and taxation		1,404.4	2,091.2	[2]	1,690.0	[2]
Finance income		27.8	24.5	[2]	28.8	[2]
Finance costs		(248.9)	(221.5)	[2]	(222.1)	[2]
Profit before taxation		1,183.3	1,894.2	[2]	1,496.7	[2]
Taxation		(4.1)	7.0	[2]	0.7	[2]
Profit for the year		1,179.2	1,901.2	[2]	1,497.4	[2]
Attributable to:
Equity holders of the parent		1,179.2	1,901.2	[2]	1,497.4	[2]
Profit for the year		1,179.2	1,901.2	[2]	1,497.4	[2]
WPP Finance 2010 [member] | Condensed Consolidating Financial Information for Bonds Issued by WPP Finance 2010 with WPP plc as Parent Guarantor and WPP Air 1, WPP 2008 Limited, WPP 2005 Limited, WPP 2012 Limited, and WPP Jubilee Limited as Subsidiary Guarantors [member]
Condensed Consolidating Income Statement Information
General and administrative costs	[2]				(0.1)
Operating profit	[2]				(0.1)
Profit before interest and taxation	[2]				(0.1)
Finance income		102.3	110.6	[2]	121.1	[2]
Finance costs		(103.1)	(103.4)	[2]	(98.8)	[2]
Revaluation of financial instruments		(1.1)	(5.4)	[2]	7.0	[2]
Profit before taxation		(1.9)	1.8	[2]	29.2	[2]
Profit for the year		(1.9)	1.8	[2]	29.2	[2]
Attributable to:
Equity holders of the parent		(1.9)	1.8	[2]	29.2	[2]
Profit for the year		(1.9)	1.8	[2]	29.2	[2]
Other Subsidiaries [member] | Condensed Consolidating Financial Information for Bonds Issued by WPP Finance 2010 with WPP plc as Parent Guarantor and WPP Air 1, WPP 2008 Limited, WPP 2005 Limited, WPP 2012 Limited, and WPP Jubilee Limited as Subsidiary Guarantors [member]
Condensed Consolidating Income Statement Information
Revenue		15,602.4	15,804.2	[2]	14,887.3	[2]
Costs of services		(12,663.5)	(12,629.0)	[2]	(11,846.5)	[2]
Gross profit		2,938.9	3,175.2	[2]	3,040.8	[2]
General and administrative costs		(1,212.5)	(1,355.8)	[2]	(163.2)	[2]
Operating profit		1,726.4	1,819.4	[2]	2,877.6	[2]
Share of results of associates		43.5	113.5	[2]	49.8	[2]
Profit before interest and taxation		1,769.9	1,932.9	[2]	2,927.4	[2]
Finance income		300.6	262.8	[2]	231.9	[2]
Finance costs		(136.1)	(148.3)	[2]	(132.5)	[2]
Revaluation of financial instruments		174.0	267.0	[2]	(46.7)	[2]
Profit before taxation		2,108.4	2,314.4	[2]	2,980.1	[2]
Taxation		(319.8)	(204.0)	[2]	(389.6)	[2]
Profit for the year		1,788.6	2,110.4	[2]	2,590.5	[2]
Attributable to:
Equity holders of the parent		1,712.1	2,014.7	[2]	2,489.0	[2]
Non-controlling interests		76.5	95.7	[2]	101.5	[2]
Profit for the year		1,788.6	2,110.4	[2]	2,590.5	[2]
Reclassifications/Eliminations [member] | Condensed Consolidating Financial Information for Bonds Issued by WPP Finance 2010 with WPP plc as Parent Guarantor and WPP Air 1, WPP 2008 Limited, WPP 2005 Limited, WPP 2012 Limited, and WPP Jubilee Limited as Subsidiary Guarantors [member]
Condensed Consolidating Income Statement Information
Share of results of subsidiaries		(2,889.4)	(3,917.7)	[2]	(4,015.6)	[2]
Profit before interest and taxation		(2,889.4)	(3,917.7)	[2]	(4,015.6)	[2]
Finance income		(325.9)	(302.7)	[2]	(301.4)	[2]
Finance costs		325.9	302.7	[2]	301.4	[2]
Profit before taxation		(2,889.4)	(3,917.7)	[2]	(4,015.6)	[2]
Profit for the year		(2,889.4)	(3,917.7)	[2]	(4,015.6)	[2]
Attributable to:
Equity holders of the parent		(2,889.4)	(3,917.7)	[2]	(4,015.6)	[2]
Profit for the year		£ (2,889.4)	£ (3,917.7)	[2]	£ (4,015.6)	[2]

[1] Intersegment sales have not been separately disclosed as they are not material.

[2] Prior year figures have been restated for the impact of the adoption of IFRS 15 Revenue from Contracts with Customers, as described in the accounting policies.

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Condensed consolidating financial information for bonds issued by WPP Finance 2010 with WPP plc as parent guarantor and WPP Air 1, WPP 2008 Limited, WPP 2005 Limited, WPP 2012 Limited, and WPP Jubilee Limited as subsidiary guarantors - Condensed Consolidating Statement of Comprehensive Income (Detail) - GBP (£) £ in Millions	12 Months Ended
	Dec. 31, 2018	Dec. 31, 2017		Dec. 31, 2016
Condensed consolidating statement of comprehensive income
Profit for the year	£ 1,139.4	£ 1,912.3	[1]	£ 1,501.6	[1]
Items that may be reclassified subsequently to profit or loss:
Exchange adjustments on foreign currency net investments	78.9	(465.2)		1,378.0
Gain/(loss) on revaluation of available for sale investments		32.1		(93.1)
Items that may be reclassified subsequently to profit or loss	78.9	(433.1)		1,284.9
Items that will not be reclassified subsequently to profit or loss:
Actuarial gain/(loss) on defined benefit pension plans	8.9	17.0		(15.9)
Deferred tax on defined benefit pension plans	(0.7)	(24.6)		(0.4)
Movements on equity investments held at fair value through other comprehensive income	(247.9)
Items that will not be reclassified subsequently to profit or loss	(239.7)	(7.6)		(16.3)
Other comprehensive (loss)/income for the year	(160.8)	(440.7)		1,268.6
Total comprehensive income/(loss) for the year	978.6	1,471.6		2,770.2
Attributable to:
Equity holders of the parent	893.1	1,395.6		2,600.6
Non-controlling interests	85.5	76.0		169.6
Total comprehensive income for the year	978.6	1,471.6		2,770.2
Condensed Consolidating Financial Information for Bonds Issued by WPP Finance 2010 with WPP plc as Parent Guarantor and WPP Air 1, WPP 2008 Limited, WPP 2005 Limited, WPP 2012 Limited, and WPP Jubilee Limited as Subsidiary Guarantors [member]
Condensed consolidating statement of comprehensive income
Profit for the year	1,139.4	1,912.3	[1]	1,501.6	[1]
Items that may be reclassified subsequently to profit or loss:
Exchange adjustments on foreign currency net investments	78.9	(465.2)		1,378.0
Gain/(loss) on revaluation of available for sale investments		32.1		(93.1)
Items that may be reclassified subsequently to profit or loss	78.9	(433.1)		1,284.9
Items that will not be reclassified subsequently to profit or loss:
Actuarial gain/(loss) on defined benefit pension plans	8.9	17.0		(15.9)
Deferred tax on defined benefit pension plans	(0.7)	(24.6)		(0.4)
Movements on equity investments held at fair value through other comprehensive income	(247.9)
Items that will not be reclassified subsequently to profit or loss	(239.7)	(7.6)		(16.3)
Other comprehensive (loss)/income for the year	(160.8)	(440.7)		1,268.6
Total comprehensive income/(loss) for the year	978.6	1,471.6		2,770.2
Attributable to:
Equity holders of the parent	893.1	1,395.6		2,600.6
Non-controlling interests	85.5	76.0		169.6
Total comprehensive income for the year	978.6	1,471.6		2,770.2
Condensed Consolidating Financial Information for Bonds Issued by WPP Finance 2010 with WPP plc as Parent Guarantor and WPP Air 1, WPP 2008 Limited, WPP 2005 Limited, WPP 2012 Limited, and WPP Jubilee Limited as Subsidiary Guarantors [member] | WPP plc [member]
Condensed consolidating statement of comprehensive income
Profit for the year	1,062.9	1,816.6	[1]	1,400.1	[1]
Items that may be reclassified subsequently to profit or loss:
Exchange adjustments on foreign currency net investments	69.9	(445.5)		1,309.9
Gain/(loss) on revaluation of available for sale investments		32.1		(93.1)
Items that may be reclassified subsequently to profit or loss	69.9	(413.4)		1,216.8
Items that will not be reclassified subsequently to profit or loss:
Actuarial gain/(loss) on defined benefit pension plans	8.9	17.0		(15.9)
Deferred tax on defined benefit pension plans	(0.7)	(24.6)		(0.4)
Movements on equity investments held at fair value through other comprehensive income	(247.9)
Items that will not be reclassified subsequently to profit or loss	(239.7)	(7.6)		(16.3)
Other comprehensive (loss)/income for the year	(169.8)	(421.0)		1,200.5
Total comprehensive income/(loss) for the year	893.1	1,395.6		2,600.6
Attributable to:
Equity holders of the parent	893.1	1,395.6		2,600.6
Total comprehensive income for the year	893.1	1,395.6		2,600.6
Condensed Consolidating Financial Information for Bonds Issued by WPP Finance 2010 with WPP plc as Parent Guarantor and WPP Air 1, WPP 2008 Limited, WPP 2005 Limited, WPP 2012 Limited, and WPP Jubilee Limited as Subsidiary Guarantors [member] | Subsidiary Guarantors [member]
Condensed consolidating statement of comprehensive income
Profit for the year	1,179.2	1,901.2	[1]	1,497.4	[1]
Items that may be reclassified subsequently to profit or loss:
Exchange adjustments on foreign currency net investments	69.9	(445.5)		1,309.9
Gain/(loss) on revaluation of available for sale investments		32.1		(93.1)
Items that may be reclassified subsequently to profit or loss	69.9	(413.4)		1,216.8
Items that will not be reclassified subsequently to profit or loss:
Actuarial gain/(loss) on defined benefit pension plans	8.9	17.0		(15.9)
Deferred tax on defined benefit pension plans	(0.7)	(24.6)		(0.4)
Movements on equity investments held at fair value through other comprehensive income	(247.9)
Items that will not be reclassified subsequently to profit or loss	(239.7)	(7.6)		(16.3)
Other comprehensive (loss)/income for the year	(169.8)	(421.0)		1,200.5
Total comprehensive income/(loss) for the year	1,009.4	1,480.2		2,697.9
Attributable to:
Equity holders of the parent	1,009.4	1,480.2		2,697.9
Total comprehensive income for the year	1,009.4	1,480.2		2,697.9
Condensed Consolidating Financial Information for Bonds Issued by WPP Finance 2010 with WPP plc as Parent Guarantor and WPP Air 1, WPP 2008 Limited, WPP 2005 Limited, WPP 2012 Limited, and WPP Jubilee Limited as Subsidiary Guarantors [member] | WPP Finance 2010 [member]
Condensed consolidating statement of comprehensive income
Profit for the year	(1.9)	1.8	[1]	29.2	[1]
Items that may be reclassified subsequently to profit or loss:
Exchange adjustments on foreign currency net investments	0.6	(0.6)		(1.2)
Items that may be reclassified subsequently to profit or loss	0.6	(0.6)		(1.2)
Items that will not be reclassified subsequently to profit or loss:
Other comprehensive (loss)/income for the year	0.6	(0.6)		(1.2)
Total comprehensive income/(loss) for the year	(1.3)	1.2		28.0
Attributable to:
Equity holders of the parent	(1.3)	1.2		28.0
Total comprehensive income for the year	(1.3)	1.2		28.0
Condensed Consolidating Financial Information for Bonds Issued by WPP Finance 2010 with WPP plc as Parent Guarantor and WPP Air 1, WPP 2008 Limited, WPP 2005 Limited, WPP 2012 Limited, and WPP Jubilee Limited as Subsidiary Guarantors [member] | Other Subsidiaries [member]
Condensed consolidating statement of comprehensive income
Profit for the year	1,788.6	2,110.4	[1]	2,590.5	[1]
Items that may be reclassified subsequently to profit or loss:
Exchange adjustments on foreign currency net investments	78.3	(464.6)		1,379.2
Gain/(loss) on revaluation of available for sale investments		32.1		(93.1)
Items that may be reclassified subsequently to profit or loss	78.3	(432.5)		1,286.1
Items that will not be reclassified subsequently to profit or loss:
Actuarial gain/(loss) on defined benefit pension plans	8.9	17.0		(15.9)
Deferred tax on defined benefit pension plans	(0.7)	(24.6)		(0.4)
Movements on equity investments held at fair value through other comprehensive income	(247.9)
Items that will not be reclassified subsequently to profit or loss	(239.7)	(7.6)		(16.3)
Other comprehensive (loss)/income for the year	(161.4)	(440.1)		1,269.8
Total comprehensive income/(loss) for the year	1,627.2	1,670.3		3,860.3
Attributable to:
Equity holders of the parent	1,541.7	1,594.3		3,690.7
Non-controlling interests	85.5	76.0		169.6
Total comprehensive income for the year	1,627.2	1,670.3		3,860.3
Condensed Consolidating Financial Information for Bonds Issued by WPP Finance 2010 with WPP plc as Parent Guarantor and WPP Air 1, WPP 2008 Limited, WPP 2005 Limited, WPP 2012 Limited, and WPP Jubilee Limited as Subsidiary Guarantors [member] | Reclassifications/Eliminations [member]
Condensed consolidating statement of comprehensive income
Profit for the year	(2,889.4)	(3,917.7)	[1]	(4,015.6)	[1]
Items that may be reclassified subsequently to profit or loss:
Exchange adjustments on foreign currency net investments	(139.8)	891.0		(2,619.8)
Gain/(loss) on revaluation of available for sale investments		(64.2)		186.2
Items that may be reclassified subsequently to profit or loss	(139.8)	826.8		(2,433.6)
Items that will not be reclassified subsequently to profit or loss:
Actuarial gain/(loss) on defined benefit pension plans	(17.8)	(34.0)		31.8
Deferred tax on defined benefit pension plans	1.4	49.2		0.8
Movements on equity investments held at fair value through other comprehensive income	495.8
Items that will not be reclassified subsequently to profit or loss	479.4	15.2		32.6
Other comprehensive (loss)/income for the year	339.6	842.0		(2,401.0)
Total comprehensive income/(loss) for the year	(2,549.8)	(3,075.7)		(6,416.6)
Attributable to:
Equity holders of the parent	(2,549.8)	(3,075.7)		(6,416.6)
Total comprehensive income for the year	£ (2,549.8)	£ (3,075.7)		£ (6,416.6)

[1] Prior year figures have been restated for the impact of the adoption of IFRS 15 Revenue from Contracts with Customers, as described in the accounting policies.

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Condensed consolidating financial information for bonds issued by WPP Finance 2010 with WPP plc as parent guarantor and WPP Air 1, WPP 2008 Limited, WPP 2005 Limited, WPP 2012 Limited, and WPP Jubilee Limited as subsidiary guarantors - Condensed Consolidating Cash Flow Statement Information (Detail) - GBP (£) £ in Millions	12 Months Ended
	Dec. 31, 2018	Dec. 31, 2017	Dec. 31, 2016
Condensed consolidating cash flow statement information
Net cash inflow/(outflow) from operating activities	£ 1,693.8	£ 1,408.1	£ 1,773.8
Investing activities
Acquisitions	(298.8)	(477.5)	(719.3)
Proceeds on disposal of investments and subsidiaries	849.0	296.0	80.5
Purchases of property, plant and equipment	(314.8)	(288.9)	(252.1)
Purchases of other intangible assets (including capitalised computer software)	(60.4)	(37.3)	(33.0)
Proceeds on disposal of property, plant and equipment	9.5	8.0	7.7
Net cash inflow/(outflow) from investing activities	184.5	(499.7)	(916.2)
Financing activities
Share option proceeds	1.2	6.4	27.2
Cash consideration for non-controlling interests	(109.9)	(47.3)	(58.3)
Share repurchases and buy-backs	(207.1)	(504.2)	(427.4)
Net (decrease)/increase in borrowings	(440.6)	599.6	(22.5)
Financing and share issue costs	(3.8)	(0.8)	(6.4)
Equity dividends paid	(747.4)	(751.5)	(616.5)
Dividends paid to non-controlling interests in subsidiary undertakings	(106.2)	(87.8)	(89.6)
Net cash (outflow)/inflow from financing activities	(1,613.8)	(785.6)	(1,193.5)
Net (decrease)/increase in cash and cash equivalents	264.5	122.8	(335.9)
Translation of cash and cash equivalents	(61.5)	(27.2)	291.9
Cash and cash equivalents at beginning of year	1,998.2	1,902.6	1,946.6
Cash and cash equivalents at end of year	2,201.2	1,998.2	1,902.6
Condensed Consolidating Financial Information for Bonds Issued by WPP Finance 2010 with WPP plc as Parent Guarantor and WPP Air 1, WPP 2008 Limited, WPP 2005 Limited, WPP 2012 Limited, and WPP Jubilee Limited as Subsidiary Guarantors [member]
Condensed consolidating cash flow statement information
Net cash inflow/(outflow) from operating activities	1,693.8	1,408.1	1,773.8
Investing activities
Acquisitions	(298.8)	(477.5)	(719.3)
Proceeds on disposal of investments and subsidiaries	849.0	296.0	80.5
Purchases of property, plant and equipment	(314.8)	(288.9)	(252.1)
Purchases of other intangible assets (including capitalised computer software)	(60.4)	(37.3)	(33.0)
Proceeds on disposal of property, plant and equipment	9.5	8.0	7.7
Net cash inflow/(outflow) from investing activities	184.5	(499.7)	(916.2)
Financing activities
Share option proceeds	1.2	6.4	27.2
Cash consideration for non-controlling interests	(109.9)	(47.3)	(58.3)
Share repurchases and buy-backs	(207.1)	(504.2)	(427.4)
Net (decrease)/increase in borrowings	(440.6)	599.6	(22.5)
Financing and share issue costs	(3.8)	(0.8)	(6.4)
Equity dividends paid	(747.4)	(751.5)	(616.5)
Dividends paid to non-controlling interests in subsidiary undertakings	(106.2)	(87.8)	(89.6)
Net cash (outflow)/inflow from financing activities	(1,613.8)	(785.6)	(1,193.5)
Net (decrease)/increase in cash and cash equivalents	264.5	122.8	(335.9)
Translation of cash and cash equivalents	(61.5)	(27.2)	291.9
Cash and cash equivalents at beginning of year	1,998.2	1,902.6	1,946.6
Cash and cash equivalents at end of year	2,201.2	1,998.2	1,902.6
WPP plc [member] | Condensed Consolidating Financial Information for Bonds Issued by WPP Finance 2010 with WPP plc as Parent Guarantor and WPP Air 1, WPP 2008 Limited, WPP 2005 Limited, WPP 2012 Limited, and WPP Jubilee Limited as Subsidiary Guarantors [member]
Condensed consolidating cash flow statement information
Net cash inflow/(outflow) from operating activities	2,308.8	32.9	963.1
Financing activities
Share option proceeds	1.2	6.4	27.2
Share repurchases and buy-backs	(104.3)	(289.6)	(274.5)
Net (decrease)/increase in borrowings		(400.0)	(392.1)
Equity dividends paid	(747.4)	(751.5)	(616.5)
Net cash (outflow)/inflow from financing activities	(850.5)	(1,434.7)	(1,255.9)
Net (decrease)/increase in cash and cash equivalents	1,458.3	(1,401.8)	(292.8)
Translation of cash and cash equivalents	(4.7)	(0.9)	(5.7)
Cash and cash equivalents at beginning of year	(2,627.7)	(1,225.0)	(926.5)
Cash and cash equivalents at end of year	(1,174.1)	(2,627.7)	(1,225.0)
Subsidiary Guarantors [member] | Condensed Consolidating Financial Information for Bonds Issued by WPP Finance 2010 with WPP plc as Parent Guarantor and WPP Air 1, WPP 2008 Limited, WPP 2005 Limited, WPP 2012 Limited, and WPP Jubilee Limited as Subsidiary Guarantors [member]
Condensed consolidating cash flow statement information
Net cash inflow/(outflow) from operating activities	(271.1)	(49.7)	1,002.2
Investing activities
Purchases of property, plant and equipment	(10.4)	(10.4)	(1.1)
Net cash inflow/(outflow) from investing activities	(10.4)	(10.4)	(1.1)
Financing activities
Cash consideration for non-controlling interests	(0.3)	(1.4)	(1.3)
Net cash (outflow)/inflow from financing activities	(0.3)	(1.4)	(1.3)
Net (decrease)/increase in cash and cash equivalents	(281.8)	(61.5)	999.8
Translation of cash and cash equivalents	(51.5)	48.4	(154.6)
Cash and cash equivalents at beginning of year	(1,636.8)	(1,623.7)	(2,468.9)
Cash and cash equivalents at end of year	(1,970.1)	(1,636.8)	(1,623.7)
WPP Finance 2010 [member] | Condensed Consolidating Financial Information for Bonds Issued by WPP Finance 2010 with WPP plc as Parent Guarantor and WPP Air 1, WPP 2008 Limited, WPP 2005 Limited, WPP 2012 Limited, and WPP Jubilee Limited as Subsidiary Guarantors [member]
Condensed consolidating cash flow statement information
Net cash inflow/(outflow) from operating activities	42.9	(13.6)	65.5
Financing activities
Net (decrease)/increase in borrowings	(58.1)
Net cash (outflow)/inflow from financing activities	(58.1)
Net (decrease)/increase in cash and cash equivalents	(15.2)	(13.6)	65.5
Translation of cash and cash equivalents	(5.4)	1.3	(13.1)
Cash and cash equivalents at beginning of year	(27.4)	(15.1)	(67.5)
Cash and cash equivalents at end of year	(48.0)	(27.4)	(15.1)
Other Subsidiaries [member] | Condensed Consolidating Financial Information for Bonds Issued by WPP Finance 2010 with WPP plc as Parent Guarantor and WPP Air 1, WPP 2008 Limited, WPP 2005 Limited, WPP 2012 Limited, and WPP Jubilee Limited as Subsidiary Guarantors [member]
Condensed consolidating cash flow statement information
Net cash inflow/(outflow) from operating activities	(386.8)	1,438.5	(257.0)
Investing activities
Acquisitions	(298.8)	(477.5)	(719.3)
Proceeds on disposal of investments and subsidiaries	849.0	296.0	80.5
Purchases of property, plant and equipment	(304.4)	(278.5)	(251.0)
Purchases of other intangible assets (including capitalised computer software)	(60.4)	(37.3)	(33.0)
Proceeds on disposal of property, plant and equipment	9.5	8.0	7.7
Net cash inflow/(outflow) from investing activities	194.9	(489.3)	(915.1)
Financing activities
Cash consideration for non-controlling interests	(109.6)	(45.9)	(57.0)
Share repurchases and buy-backs	(102.8)	(214.6)	(152.9)
Net (decrease)/increase in borrowings	(382.5)	999.6	369.6
Financing and share issue costs	(3.8)	(0.8)	(6.4)
Dividends paid to non-controlling interests in subsidiary undertakings	(106.2)	(87.8)	(89.6)
Net cash (outflow)/inflow from financing activities	(704.9)	650.5	63.7
Net (decrease)/increase in cash and cash equivalents	(896.8)	1,599.7	(1,108.4)
Translation of cash and cash equivalents	0.1	(76.0)	465.3
Cash and cash equivalents at beginning of year	6,290.1	4,766.4	5,409.5
Cash and cash equivalents at end of year	£ 5,393.4	£ 6,290.1	£ 4,766.4

XML

Condensed consolidating financial information for bonds issued by WPP Finance 2010 with WPP plc as parent guarantor and WPP Air 1, WPP 2008 Limited, WPP 2005 Limited, WPP 2012 Limited, and WPP Jubilee Limited as subsidiary guarantors - Condensed Consolidating Balance Sheet Information (Detail) - GBP (£) £ in Millions	Dec. 31, 2018	Dec. 31, 2017		Dec. 31, 2016	Dec. 31, 2015
Non-current assets
Goodwill	£ 13,202.8	£ 12,952.9	[1]	£ 13,214.3
Other	1,842.0	2,018.4	[1]	2,217.3
Property, plant and equipment	1,083.0	979.5	[1]	968.7
Interests in associates and joint ventures	796.8	1,065.2	[1]	1,069.4
Other investments	666.7	1,153.5	[1]	1,310.3
Deferred tax assets	153.0	160.3	[1]
Trade and other receivables	180.0	176.2	[1]
Non-current assets	17,924.3	18,506.0	[1]
Current assets
Corporate income tax recoverable	198.7	234.7	[1]
Trade and other receivables	13,101.5	12,530.7	[1]
Cash and short-term deposits	2,643.2	2,391.4	[1]
Current assets	15,943.4	15,156.8	[1]
Current liabilities
Trade and other payables	(15,038.4)	(14,241.1)	[1]
Corporate income tax payable	(545.9)	(649.3)	[1]
Bank overdrafts, bonds and bank loans	(1,025.1)	(624.1)	[1]
Current liabilities	(16,609.4)	(15,514.5)	[1]
Net current (liabilities)/assets	(666.0)	(357.7)	[1]
Total assets less current liabilities	17,258.3	18,148.3	[1]
Non-current liabilities
Bonds and bank loans	(5,634.8)	(6,250.4)	[1]
Trade and other payables	(841.4)	(992.8)	[1]
Deferred tax liabilities	(479.5)	(513.7)	[1]
Provision for post-employment benefits	(184.3)	(206.3)	[1]
Provisions for liabilities and charges	(311.7)	(229.0)	[1]
Non-current liabilities	(7,451.7)	(8,192.2)	[1]
Net assets	9,806.6	9,956.1	[1]
Attributable to:
Equity shareholders' funds	9,382.2	9,487.3	[1]
Non-controlling interests	424.4	468.8	[1]
Total equity	9,806.6	9,956.1	[1]	£ 9,761.7	£ 8,009.9
Condensed Consolidating Financial Information for Bonds Issued by WPP Finance 2010 with WPP plc as Parent Guarantor and WPP Air 1, WPP 2008 Limited, WPP 2005 Limited, WPP 2012 Limited, and WPP Jubilee Limited as Subsidiary Guarantors [member]
Non-current assets
Goodwill	13,202.8	12,952.9
Other	1,842.0	2,018.4
Property, plant and equipment	1,083.0	979.5
Interests in associates and joint ventures	796.8	1,065.2
Other investments	666.7	1,153.5
Deferred tax assets	153.0	160.3
Trade and other receivables	180.0	176.2
Non-current assets	17,924.3	18,506.0
Current assets
Corporate income tax recoverable	198.7	234.7
Trade and other receivables	13,101.5	12,530.7
Cash and short-term deposits	2,643.2	2,391.4
Current assets	15,943.4	15,156.8
Current liabilities
Trade and other payables	(15,038.4)	(14,241.1)
Corporate income tax payable	(545.9)	(649.3)
Bank overdrafts, bonds and bank loans	(1,025.1)	(624.1)
Current liabilities	(16,609.4)	(15,514.5)
Net current (liabilities)/assets	(666.0)	(357.7)
Total assets less current liabilities	17,258.3	18,148.3
Non-current liabilities
Bonds and bank loans	(5,634.8)	(6,250.4)
Trade and other payables	(841.4)	(992.8)
Deferred tax liabilities	(479.5)	(513.7)
Provision for post-employment benefits	(184.3)	(206.3)
Provisions for liabilities and charges	(311.7)	(229.0)
Non-current liabilities	(7,451.7)	(8,192.2)
Net assets	9,806.6	9,956.1
Attributable to:
Equity shareholders' funds	9,382.2	9,487.3
Non-controlling interests	424.4	468.8
Total equity	9,806.6	9,956.1
WPP plc [member] | Condensed Consolidating Financial Information for Bonds Issued by WPP Finance 2010 with WPP plc as Parent Guarantor and WPP Air 1, WPP 2008 Limited, WPP 2005 Limited, WPP 2012 Limited, and WPP Jubilee Limited as Subsidiary Guarantors [member]
Non-current assets
Investment in subsidiaries	15,463.9	14,638.1
Non-current assets	15,463.9	14,638.1
Current assets
Trade and other receivables	0.6	0.3
Intercompany receivables	1,675.6	1,661.4
Current assets	1,676.2	1,661.7
Current liabilities
Trade and other payables	(3.7)	(16.9)
Intercompany payables	(5,190.3)	(2,808.3)
Bank overdrafts, bonds and bank loans	(1,174.1)	(2,627.7)
Current liabilities	(6,368.1)	(5,452.9)
Net current (liabilities)/assets	(4,691.9)	(3,791.2)
Total assets less current liabilities	10,772.0	10,846.9
Non-current liabilities
Intercompany payables	(1,389.8)	(1,359.6)
Non-current liabilities	(1,389.8)	(1,359.6)
Net assets	9,382.2	9,487.3
Attributable to:
Equity shareholders' funds	9,382.2	9,487.3
Total equity	9,382.2	9,487.3
Subsidiary Guarantors [member] | Condensed Consolidating Financial Information for Bonds Issued by WPP Finance 2010 with WPP plc as Parent Guarantor and WPP Air 1, WPP 2008 Limited, WPP 2005 Limited, WPP 2012 Limited, and WPP Jubilee Limited as Subsidiary Guarantors [member]
Non-current assets
Property, plant and equipment	26.1	16.5
Investment in subsidiaries	29,497.8	27,915.3
Intercompany receivables	205.4	203.3
Non-current assets	29,729.3	28,135.1
Current assets
Trade and other receivables	497.9	457.3
Intercompany receivables	1,720.6	1,713.8
Cash and short-term deposits	21.1	235.0
Current assets	2,239.6	2,406.1
Current liabilities
Trade and other payables	(57.5)	(113.9)
Intercompany payables	(6,250.5)	(5,780.2)
Bank overdrafts, bonds and bank loans	(1,991.2)	(1,871.8)
Current liabilities	(8,299.2)	(7,765.9)
Net current (liabilities)/assets	(6,059.6)	(5,359.8)
Total assets less current liabilities	23,669.7	22,775.3
Non-current liabilities
Intercompany payables	(8,205.8)	(8,137.2)
Non-current liabilities	(8,205.8)	(8,137.2)
Net assets	15,463.9	14,638.1
Attributable to:
Equity shareholders' funds	15,463.9	14,638.1
Total equity	15,463.9	14,638.1
WPP Finance 2010 [member] | Condensed Consolidating Financial Information for Bonds Issued by WPP Finance 2010 with WPP plc as Parent Guarantor and WPP Air 1, WPP 2008 Limited, WPP 2005 Limited, WPP 2012 Limited, and WPP Jubilee Limited as Subsidiary Guarantors [member]
Non-current assets
Trade and other receivables		1.6
Intercompany receivables	2,182.9	2,078.3
Non-current assets	2,182.9	2,079.9
Current assets
Trade and other receivables	0.1	0.1
Intercompany receivables	55.2	65.7
Cash and short-term deposits	41.4
Current assets	96.7	65.8
Current liabilities
Trade and other payables	(21.6)	(19.6)
Intercompany payables	(0.9)
Bank overdrafts, bonds and bank loans	(89.4)	(27.4)
Current liabilities	(111.9)	(47.0)
Net current (liabilities)/assets	(15.2)	18.8
Total assets less current liabilities	2,167.7	2,098.7
Non-current liabilities
Bonds and bank loans	(2,151.8)	(2,087.1)
Trade and other payables	(5.5)
Non-current liabilities	(2,157.3)	(2,087.1)
Net assets	10.4	11.6
Attributable to:
Equity shareholders' funds	10.4	11.6
Total equity	10.4	11.6
Other Subsidiaries [member] | Condensed Consolidating Financial Information for Bonds Issued by WPP Finance 2010 with WPP plc as Parent Guarantor and WPP Air 1, WPP 2008 Limited, WPP 2005 Limited, WPP 2012 Limited, and WPP Jubilee Limited as Subsidiary Guarantors [member]
Non-current assets
Goodwill	13,202.8	12,952.9
Other	1,842.0	2,018.4
Property, plant and equipment	1,056.9	963.0
Interests in associates and joint ventures	796.8	1,065.2
Other investments	666.7	1,153.5
Deferred tax assets	153.0	160.3
Trade and other receivables	180.0	174.6
Intercompany receivables	7,657.7	7,649.3
Non-current assets	25,555.9	26,137.2
Current assets
Corporate income tax recoverable	198.7	234.7
Trade and other receivables	12,602.9	12,073.0
Intercompany receivables	8,129.9	5,268.8
Cash and short-term deposits	5,835.4	6,683.5
Current assets	26,766.9	24,260.0
Current liabilities
Trade and other payables	(14,955.6)	(14,090.7)
Intercompany payables	(139.6)	(121.2)
Corporate income tax payable	(545.9)	(649.3)
Bank overdrafts, bonds and bank loans	(1,025.1)	(624.3)
Current liabilities	(16,666.2)	(15,485.5)
Net current (liabilities)/assets	10,100.7	8,774.5
Total assets less current liabilities	35,656.6	34,911.7
Non-current liabilities
Bonds and bank loans	(3,483.0)	(4,163.3)
Trade and other payables	(835.9)	(992.8)
Intercompany payables	(450.4)	(434.1)
Deferred tax liabilities	(479.5)	(513.7)
Provision for post-employment benefits	(184.3)	(206.3)
Provisions for liabilities and charges	(311.7)	(229.0)
Non-current liabilities	(5,744.8)	(6,539.2)
Net assets	29,911.8	28,372.5
Attributable to:
Equity shareholders' funds	29,487.4	27,903.7
Non-controlling interests	424.4	468.8
Total equity	29,911.8	28,372.5
Reclassifications/Eliminations [member] | Condensed Consolidating Financial Information for Bonds Issued by WPP Finance 2010 with WPP plc as Parent Guarantor and WPP Air 1, WPP 2008 Limited, WPP 2005 Limited, WPP 2012 Limited, and WPP Jubilee Limited as Subsidiary Guarantors [member]
Non-current assets
Investment in subsidiaries	(44,961.7)	(42,553.4)
Intercompany receivables	(10,046.0)	(9,930.9)
Non-current assets	(55,007.7)	(52,484.3)
Current assets
Intercompany receivables	(11,581.3)	(8,709.7)
Cash and short-term deposits	(3,254.7)	(4,527.1)
Current assets	(14,836.0)	(13,236.8)
Current liabilities
Intercompany payables	11,581.3	8,709.7
Bank overdrafts, bonds and bank loans	3,254.7	4,527.1
Current liabilities	14,836.0	13,236.8
Total assets less current liabilities	(55,007.7)	(52,484.3)
Non-current liabilities
Intercompany payables	10,046.0	9,930.9
Non-current liabilities	10,046.0	9,930.9
Net assets	(44,961.7)	(42,553.4)
Attributable to:
Equity shareholders' funds	(44,961.7)	(42,553.4)
Total equity	£ (44,961.7)	£ (42,553.4)

[1] Prior year figures have been restated for the impact of the adoption of IFRS 15 Revenue from Contracts with Customers, as described in the accounting policies.

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Condensed consolidating financial information for bonds issued by WPP Finance 2010 with WPP plc as parent guarantor and WPP Air 1, WPP 2008 Limited, WPP 2005 Limited, WPP 2012 Limited, and WPP Jubilee Limited as subsidiary guarantors - Condensed Consolidating Balance Sheet Information (Parenthetical) (Detail) £ in Millions	Dec. 31, 2017 GBP (£)
Guarantor Subsidiaries and Other Subsidiaries [member] | Condensed Consolidating Financial Information for Bonds Issued by WPP Finance 2010 with WPP plc as Parent Guarantor and WPP Air 1, WPP 2008 Limited, WPP 2005 Limited, WPP 2012 Limited, and WPP Jubilee Limited as Subsidiary Guarantors [member]
Disclosure of detailed information of condensed consolidating financial information [line items]
Restatement for intercompany receivables and intercompany payables	£ 2,540.2

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Condensed consolidating financial information for bonds issued by WPP Finance 2010 with WPP plc as parent guarantor and WPP Jubilee Limited and WPP 2005 Limited as subsidiary guarantors - Additional Information (Detail)		12 Months Ended
	Dec. 31, 2018 USD ($)	Dec. 31, 2018 USD ($)
Disclosure of detailed information of condensed consolidating financial information [line items]
Ownership percentage in subsidiaries	100.00%	100.00%
US$ bonds due September 2024 [member]
Disclosure of detailed information of condensed consolidating financial information [line items]
Bond amount	$ 750,000,000	$ 750,000,000
Interest rate	3.75%	3.75%
US$ bonds due November 2043 [member]
Disclosure of detailed information of condensed consolidating financial information [line items]
Bond amount	$ 500,000,000	$ 500,000,000
Interest rate	5.625%	5.625%
Outstanding bond amount	$ 450,000,000	$ 450,000,000
Bonds repayment amount	$ 50,000,000	$ 50,000,000

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Condensed consolidating financial information for bonds issued by WPP Finance 2010 with WPP plc as parent guarantor and WPP Jubilee Limited and WPP 2005 Limited as subsidiary guarantors - Condensed Consolidating Income Statement (Detail) - GBP (£) £ in Millions		12 Months Ended
		Dec. 31, 2018	Dec. 31, 2017		Dec. 31, 2016
Condensed Consolidating Income Statement Information
Revenue	[1],[2]	£ 15,602.4	£ 15,804.2		£ 14,887.3
Costs of services		(12,663.5)	(12,629.0)	[2]	(11,846.5)	[2]
Gross profit		2,938.9	3,175.2	[2]	3,040.8	[2]
General and administrative costs		(1,507.5)	(1,267.0)	[2]	(977.7)	[2]
Operating profit/(loss)		1,431.4	1,908.2	[2]	2,063.1	[2]
Share of results of associates		43.5	113.5	[2]	49.8	[2]
Profit before interest and taxation		1,474.9	2,021.7	[2]	2,112.9	[2]
Finance income		104.8	95.2	[2]	80.4	[2]
Finance costs		(289.3)	(269.8)	[2]	(254.5)	[2]
Revaluation of financial instruments		172.9	262.2	[2]	(48.3)	[2]
Profit before taxation		1,463.3	2,109.3	[2]	1,890.5	[2]
Taxation		(323.9)	(197.0)	[2]	(388.9)	[2]
Profit for the year		1,139.4	1,912.3	[2]	1,501.6	[2]
Attributable to:
Equity holders of the parent		1,062.9	1,816.6	[2]	1,400.1	[2]
Non-controlling interests		76.5	95.7	[2]	101.5	[2]
Profit for the year		1,139.4	1,912.3	[2]	1,501.6	[2]
Condensed Consolidating Financial Information for Bonds Issued by WPP Finance 2010 with WPP plc as Parent Guarantor and WPP Jubilee Limited and WPP 2005 Limited as Subsidiary Guarantors [member]
Condensed Consolidating Income Statement Information
Revenue		15,602.4	15,804.2	[2]	14,887.3	[2]
Costs of services		(12,663.5)	(12,629.0)	[2]	(11,846.5)	[2]
Gross profit		2,938.9	3,175.2	[2]	3,040.8	[2]
General and administrative costs		(1,507.5)	(1,267.0)	[2]	(977.7)	[2]
Operating profit/(loss)		1,431.4	1,908.2	[2]	2,063.1	[2]
Share of results of associates		43.5	113.5	[2]	49.8	[2]
Profit before interest and taxation		1,474.9	2,021.7	[2]	2,112.9	[2]
Finance income		104.8	95.2	[2]	80.4	[2]
Finance costs		(289.3)	(269.8)	[2]	(254.5)	[2]
Revaluation of financial instruments		172.9	262.2	[2]	(48.3)	[2]
Profit before taxation		1,463.3	2,109.3	[2]	1,890.5	[2]
Taxation		(323.9)	(197.0)	[2]	(388.9)	[2]
Profit for the year		1,139.4	1,912.3	[2]	1,501.6	[2]
Attributable to:
Equity holders of the parent		1,062.9	1,816.6	[2]	1,400.1	[2]
Non-controlling interests		76.5	95.7	[2]	101.5	[2]
Profit for the year		1,139.4	1,912.3	[2]	1,501.6	[2]
Condensed Consolidating Financial Information for Bonds Issued by WPP Finance 2010 with WPP plc as Parent Guarantor and WPP Jubilee Limited and WPP 2005 Limited as Subsidiary Guarantors [member] | WPP plc [member]
Condensed Consolidating Income Statement Information
General and administrative costs		10.8	14.1	[2]	13.8	[2]
Operating profit/(loss)		10.8	14.1	[2]	13.8	[2]
Share of results of subsidiaries		1,179.2	1,901.2	[2]	1,497.4	[2]
Profit before interest and taxation		1,190.0	1,915.3	[2]	1,511.2	[2]
Finance costs		(127.1)	(99.3)	[2]	(102.5)	[2]
Revaluation of financial instruments	[2]		0.6		(8.6)
Profit before taxation		1,062.9	1,816.6	[2]	1,400.1	[2]
Profit for the year		1,062.9	1,816.6	[2]	1,400.1	[2]
Attributable to:
Equity holders of the parent		1,062.9	1,816.6	[2]	1,400.1	[2]
Profit for the year		1,062.9	1,816.6	[2]	1,400.1	[2]
Condensed Consolidating Financial Information for Bonds Issued by WPP Finance 2010 with WPP plc as Parent Guarantor and WPP Jubilee Limited and WPP 2005 Limited as Subsidiary Guarantors [member] | Subsidiary Guarantors [member]
Condensed Consolidating Income Statement Information
General and administrative costs		(305.8)	74.7	[2]	(828.2)	[2]
Operating profit/(loss)		(305.8)	74.7	[2]	(828.2)	[2]
Share of results of subsidiaries		1,710.2	2,016.5	[2]	2,518.2	[2]
Profit before interest and taxation		1,404.4	2,091.2	[2]	1,690.0	[2]
Finance income		27.8	24.5	[2]	28.8	[2]
Finance costs		(248.9)	(221.5)	[2]	(222.1)	[2]
Profit before taxation		1,183.3	1,894.2	[2]	1,496.7	[2]
Taxation		(4.1)	7.0	[2]	0.7	[2]
Profit for the year		1,179.2	1,901.2	[2]	1,497.4	[2]
Attributable to:
Equity holders of the parent		1,179.2	1,901.2	[2]	1,497.4	[2]
Profit for the year		1,179.2	1,901.2	[2]	1,497.4	[2]
Condensed Consolidating Financial Information for Bonds Issued by WPP Finance 2010 with WPP plc as Parent Guarantor and WPP Jubilee Limited and WPP 2005 Limited as Subsidiary Guarantors [member] | WPP Finance 2010 [member]
Condensed Consolidating Income Statement Information
General and administrative costs	[2]				(0.1)
Operating profit/(loss)	[2]				(0.1)
Profit before interest and taxation	[2]				(0.1)
Finance income		102.3	110.6	[2]	121.1	[2]
Finance costs		(103.1)	(103.4)	[2]	(98.8)	[2]
Revaluation of financial instruments		(1.1)	(5.4)	[2]	7.0	[2]
Profit before taxation		(1.9)	1.8	[2]	29.2	[2]
Profit for the year		(1.9)	1.8	[2]	29.2	[2]
Attributable to:
Equity holders of the parent		(1.9)	1.8	[2]	29.2	[2]
Profit for the year		(1.9)	1.8	[2]	29.2	[2]
Condensed Consolidating Financial Information for Bonds Issued by WPP Finance 2010 with WPP plc as Parent Guarantor and WPP Jubilee Limited and WPP 2005 Limited as Subsidiary Guarantors [member] | Other Subsidiaries [member]
Condensed Consolidating Income Statement Information
Revenue		15,602.4	15,804.2	[2]	14,887.3	[2]
Costs of services		(12,663.5)	(12,629.0)	[2]	(11,846.5)	[2]
Gross profit		2,938.9	3,175.2	[2]	3,040.8	[2]
General and administrative costs		(1,212.5)	(1,355.8)	[2]	(163.2)	[2]
Operating profit/(loss)		1,726.4	1,819.4	[2]	2,877.6	[2]
Share of results of associates		43.5	113.5	[2]	49.8	[2]
Profit before interest and taxation		1,769.9	1,932.9	[2]	2,927.4	[2]
Finance income		300.6	262.8	[2]	231.9	[2]
Finance costs		(136.1)	(148.3)	[2]	(132.5)	[2]
Revaluation of financial instruments		174.0	267.0	[2]	(46.7)	[2]
Profit before taxation		2,108.4	2,314.4	[2]	2,980.1	[2]
Taxation		(319.8)	(204.0)	[2]	(389.6)	[2]
Profit for the year		1,788.6	2,110.4	[2]	2,590.5	[2]
Attributable to:
Equity holders of the parent		1,712.1	2,014.7	[2]	2,489.0	[2]
Non-controlling interests		76.5	95.7	[2]	101.5	[2]
Profit for the year		1,788.6	2,110.4	[2]	2,590.5	[2]
Condensed Consolidating Financial Information for Bonds Issued by WPP Finance 2010 with WPP plc as Parent Guarantor and WPP Jubilee Limited and WPP 2005 Limited as Subsidiary Guarantors [member] | Reclassifications/Eliminations [member]
Condensed Consolidating Income Statement Information
Share of results of subsidiaries		(2,889.4)	(3,917.7)	[2]	(4,015.6)	[2]
Profit before interest and taxation		(2,889.4)	(3,917.7)	[2]	(4,015.6)	[2]
Finance income		(325.9)	(302.7)	[2]	(301.4)	[2]
Finance costs		325.9	302.7	[2]	301.4	[2]
Profit before taxation		(2,889.4)	(3,917.7)	[2]	(4,015.6)	[2]
Profit for the year		(2,889.4)	(3,917.7)	[2]	(4,015.6)	[2]
Attributable to:
Equity holders of the parent		(2,889.4)	(3,917.7)	[2]	(4,015.6)	[2]
Profit for the year		£ (2,889.4)	£ (3,917.7)	[2]	£ (4,015.6)	[2]

[1] Intersegment sales have not been separately disclosed as they are not material.

[2] Prior year figures have been restated for the impact of the adoption of IFRS 15 Revenue from Contracts with Customers, as described in the accounting policies.

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Condensed consolidating financial information for bonds issued by WPP Finance 2010 with WPP plc as parent guarantor and WPP Jubilee Limited and WPP 2005 Limited as subsidiary guarantors - Condensed Consolidating Statement of Comprehensive Income (Detail) - GBP (£) £ in Millions	12 Months Ended
	Dec. 31, 2018	Dec. 31, 2017		Dec. 31, 2016
Condensed consolidating statement of comprehensive income
Profit for the year	£ 1,139.4	£ 1,912.3	[1]	£ 1,501.6	[1]
Items that may be reclassified subsequently to profit or loss:
Exchange adjustments on foreign currency net investments	78.9	(465.2)		1,378.0
Gain/(loss) on revaluation of available for sale investments		32.1		(93.1)
Items that may be reclassified subsequently to profit or loss	78.9	(433.1)		1,284.9
Items that will not be reclassified subsequently to profit or loss:
Actuarial gain/(loss) on defined benefit pension plans	8.9	17.0		(15.9)
Deferred tax on defined benefit pension plans	(0.7)	(24.6)		(0.4)
Movements on equity investments held at fair value through other comprehensive income	(247.9)
Items that will not be reclassified subsequently to profit or loss	(239.7)	(7.6)		(16.3)
Other comprehensive (loss)/income for the period	(160.8)	(440.7)		1,268.6
Total comprehensive income for the year	978.6	1,471.6		2,770.2
Attributable to:
Equity holders of the parent	893.1	1,395.6		2,600.6
Non-controlling interests	85.5	76.0		169.6
Total comprehensive income for the year	978.6	1,471.6		2,770.2
Condensed Consolidating Financial Information for Bonds Issued by WPP Finance 2010 with WPP plc as Parent Guarantor and WPP Jubilee Limited and WPP 2005 Limited as Subsidiary Guarantors [member]
Condensed consolidating statement of comprehensive income
Profit for the year	1,139.4	1,912.3	[1]	1,501.6	[1]
Items that may be reclassified subsequently to profit or loss:
Exchange adjustments on foreign currency net investments	78.9	(465.2)		1,378.0
Gain/(loss) on revaluation of available for sale investments		32.1		(93.1)
Items that may be reclassified subsequently to profit or loss	78.9	(433.1)		1,284.9
Items that will not be reclassified subsequently to profit or loss:
Actuarial gain/(loss) on defined benefit pension plans	8.9	17.0		(15.9)
Deferred tax on defined benefit pension plans	(0.7)	(24.6)		(0.4)
Movements on equity investments held at fair value through other comprehensive income	(247.9)
Items that will not be reclassified subsequently to profit or loss	(239.7)	(7.6)		(16.3)
Other comprehensive (loss)/income for the period	(160.8)	(440.7)		1,268.6
Total comprehensive income for the year	978.6	1,471.6		2,770.2
Attributable to:
Equity holders of the parent	893.1	1,395.6		2,600.6
Non-controlling interests	85.5	76.0		169.6
Total comprehensive income for the year	978.6	1,471.6		2,770.2
Condensed Consolidating Financial Information for Bonds Issued by WPP Finance 2010 with WPP plc as Parent Guarantor and WPP Jubilee Limited and WPP 2005 Limited as Subsidiary Guarantors [member] | WPP plc [member]
Condensed consolidating statement of comprehensive income
Profit for the year	1,062.9	1,816.6	[1]	1,400.1	[1]
Items that may be reclassified subsequently to profit or loss:
Exchange adjustments on foreign currency net investments	69.9	(445.5)		1,309.9
Gain/(loss) on revaluation of available for sale investments		32.1		(93.1)
Items that may be reclassified subsequently to profit or loss	69.9	(413.4)		1,216.8
Items that will not be reclassified subsequently to profit or loss:
Actuarial gain/(loss) on defined benefit pension plans	8.9	17.0		(15.9)
Deferred tax on defined benefit pension plans	(0.7)	(24.6)		(0.4)
Movements on equity investments held at fair value through other comprehensive income	(247.9)
Items that will not be reclassified subsequently to profit or loss	(239.7)	(7.6)		(16.3)
Other comprehensive (loss)/income for the period	(169.8)	(421.0)		1,200.5
Total comprehensive income for the year	893.1	1,395.6		2,600.6
Attributable to:
Equity holders of the parent	893.1	1,395.6		2,600.6
Total comprehensive income for the year	893.1	1,395.6		2,600.6
Condensed Consolidating Financial Information for Bonds Issued by WPP Finance 2010 with WPP plc as Parent Guarantor and WPP Jubilee Limited and WPP 2005 Limited as Subsidiary Guarantors [member] | Subsidiary Guarantors [member]
Condensed consolidating statement of comprehensive income
Profit for the year	1,179.2	1,901.2	[1]	1,497.4	[1]
Items that may be reclassified subsequently to profit or loss:
Exchange adjustments on foreign currency net investments	69.9	(445.5)		1,309.9
Gain/(loss) on revaluation of available for sale investments		32.1		(93.1)
Items that may be reclassified subsequently to profit or loss	69.9	(413.4)		1,216.8
Items that will not be reclassified subsequently to profit or loss:
Actuarial gain/(loss) on defined benefit pension plans	8.9	17.0		(15.9)
Deferred tax on defined benefit pension plans	(0.7)	(24.6)		(0.4)
Movements on equity investments held at fair value through other comprehensive income	(247.9)
Items that will not be reclassified subsequently to profit or loss	(239.7)	(7.6)		(16.3)
Other comprehensive (loss)/income for the period	(169.8)	(421.0)		1,200.5
Total comprehensive income for the year	1,009.4	1,480.2		2,697.9
Attributable to:
Equity holders of the parent	1,009.4	1,480.2		2,697.9
Total comprehensive income for the year	1,009.4	1,480.2		2,697.9
Condensed Consolidating Financial Information for Bonds Issued by WPP Finance 2010 with WPP plc as Parent Guarantor and WPP Jubilee Limited and WPP 2005 Limited as Subsidiary Guarantors [member] | WPP Finance 2010 [member]
Condensed consolidating statement of comprehensive income
Profit for the year	(1.9)	1.8	[1]	29.2	[1]
Items that may be reclassified subsequently to profit or loss:
Exchange adjustments on foreign currency net investments	0.6	(0.6)		(1.2)
Items that may be reclassified subsequently to profit or loss	0.6	(0.6)		(1.2)
Items that will not be reclassified subsequently to profit or loss:
Other comprehensive (loss)/income for the period	0.6	(0.6)		(1.2)
Total comprehensive income for the year	(1.3)	1.2		28.0
Attributable to:
Equity holders of the parent	(1.3)	1.2		28.0
Total comprehensive income for the year	(1.3)	1.2		28.0
Condensed Consolidating Financial Information for Bonds Issued by WPP Finance 2010 with WPP plc as Parent Guarantor and WPP Jubilee Limited and WPP 2005 Limited as Subsidiary Guarantors [member] | Other Subsidiaries [member]
Condensed consolidating statement of comprehensive income
Profit for the year	1,788.6	2,110.4	[1]	2,590.5	[1]
Items that may be reclassified subsequently to profit or loss:
Exchange adjustments on foreign currency net investments	78.3	(464.6)		1,379.2
Gain/(loss) on revaluation of available for sale investments		32.1		(93.1)
Items that may be reclassified subsequently to profit or loss	78.3	(432.5)		1,286.1
Items that will not be reclassified subsequently to profit or loss:
Actuarial gain/(loss) on defined benefit pension plans	8.9	17.0		(15.9)
Deferred tax on defined benefit pension plans	(0.7)	(24.6)		(0.4)
Movements on equity investments held at fair value through other comprehensive income	(247.9)
Items that will not be reclassified subsequently to profit or loss	(239.7)	(7.6)		(16.3)
Other comprehensive (loss)/income for the period	(161.4)	(440.1)		1,269.8
Total comprehensive income for the year	1,627.2	1,670.3		3,860.3
Attributable to:
Equity holders of the parent	1,541.7	1,594.3		3,690.7
Non-controlling interests	85.5	76.0		169.6
Total comprehensive income for the year	1,627.2	1,670.3		3,860.3
Condensed Consolidating Financial Information for Bonds Issued by WPP Finance 2010 with WPP plc as Parent Guarantor and WPP Jubilee Limited and WPP 2005 Limited as Subsidiary Guarantors [member] | Reclassifications/Eliminations [member]
Condensed consolidating statement of comprehensive income
Profit for the year	(2,889.4)	(3,917.7)	[1]	(4,015.6)	[1]
Items that may be reclassified subsequently to profit or loss:
Exchange adjustments on foreign currency net investments	(139.8)	891.0		(2,619.8)
Gain/(loss) on revaluation of available for sale investments		(64.2)		186.2
Items that may be reclassified subsequently to profit or loss	(139.8)	826.8		(2,433.6)
Items that will not be reclassified subsequently to profit or loss:
Actuarial gain/(loss) on defined benefit pension plans	(17.8)	(34.0)		31.8
Deferred tax on defined benefit pension plans	1.4	49.2		0.8
Movements on equity investments held at fair value through other comprehensive income	495.8
Items that will not be reclassified subsequently to profit or loss	479.4	15.2		32.6
Other comprehensive (loss)/income for the period	339.6	842.0		(2,401.0)
Total comprehensive income for the year	(2,549.8)	(3,075.7)		(6,416.6)
Attributable to:
Equity holders of the parent	(2,549.8)	(3,075.7)		(6,416.6)
Total comprehensive income for the year	£ (2,549.8)	£ (3,075.7)		£ (6,416.6)

[1] Prior year figures have been restated for the impact of the adoption of IFRS 15 Revenue from Contracts with Customers, as described in the accounting policies.

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Condensed consolidating financial information for bonds issued by WPP Finance 2010 with WPP plc as parent guarantor and WPP Jubilee Limited and WPP 2005 Limited as subsidiary guarantors - Condensed Consolidating Cash Flow Statement (Detail) - GBP (£) £ in Millions	12 Months Ended
	Dec. 31, 2018	Dec. 31, 2017	Dec. 31, 2016
Condensed consolidating cash flow statement information
Net cash inflow/(outflow) from operating activities	£ 1,693.8	£ 1,408.1	£ 1,773.8
Investing activities
Acquisitions	(298.8)	(477.5)	(719.3)
Proceeds on disposal of investments and subsidiaries	849.0	296.0	80.5
Purchases of property, plant and equipment	(314.8)	(288.9)	(252.1)
Purchases of other intangible assets (including capitalised computer software)	(60.4)	(37.3)	(33.0)
Proceeds on disposal of property, plant and equipment	9.5	8.0	7.7
Net cash outflow from investing activities	184.5	(499.7)	(916.2)
Financing activities
Share option proceeds	1.2	6.4	27.2
Cash consideration for non-controlling interests	(109.9)	(47.3)	(58.3)
Share repurchases and buy-backs	(207.1)	(504.2)	(427.4)
Net (decrease)/increase in borrowings	(440.6)	599.6	(22.5)
Financing and share issue costs	(3.8)	(0.8)	(6.4)
Equity dividends paid	(747.4)	(751.5)	(616.5)
Dividends paid to non-controlling interests in subsidiary undertakings	(106.2)	(87.8)	(89.6)
Net cash (outflow)/inflow from financing activities	(1,613.8)	(785.6)	(1,193.5)
Net (decrease)/increase in cash and cash equivalents	264.5	122.8	(335.9)
Translation of cash and cash equivalents	(61.5)	(27.2)	291.9
Cash and cash equivalents at beginning of year	1,998.2	1,902.6	1,946.6
Cash and cash equivalents at end of year	2,201.2	1,998.2	1,902.6
Condensed Consolidating Financial Information for Bonds Issued by WPP Finance 2010 with WPP plc as Parent Guarantor and WPP Jubilee Limited and WPP 2005 Limited as Subsidiary Guarantors [member]
Condensed consolidating cash flow statement information
Net cash inflow/(outflow) from operating activities	1,693.8	1,408.1	1,773.8
Investing activities
Acquisitions	(298.8)	(477.5)	(719.3)
Proceeds on disposal of investments and subsidiaries	849.0	296.0	80.5
Purchases of property, plant and equipment	(314.8)	(288.9)	(252.1)
Purchases of other intangible assets (including capitalised computer software)	(60.4)	(37.3)	(33.0)
Proceeds on disposal of property, plant and equipment	9.5	8.0	7.7
Net cash outflow from investing activities	184.5	(499.7)	(916.2)
Financing activities
Share option proceeds	1.2	6.4	27.2
Cash consideration for non-controlling interests	(109.9)	(47.3)	(58.3)
Share repurchases and buy-backs	(207.1)	(504.2)	(427.4)
Net (decrease)/increase in borrowings	(440.6)	599.6	(22.5)
Financing and share issue costs	(3.8)	(0.8)	(6.4)
Equity dividends paid	(747.4)	(751.5)	(616.5)
Dividends paid to non-controlling interests in subsidiary undertakings	(106.2)	(87.8)	(89.6)
Net cash (outflow)/inflow from financing activities	(1,613.8)	(785.6)	(1,193.5)
Net (decrease)/increase in cash and cash equivalents	264.5	122.8	(335.9)
Translation of cash and cash equivalents	(61.5)	(27.2)	291.9
Cash and cash equivalents at beginning of year	1,998.2	1,902.6	1,946.6
Cash and cash equivalents at end of year	2,201.2	1,998.2	1,902.6
Condensed Consolidating Financial Information for Bonds Issued by WPP Finance 2010 with WPP plc as Parent Guarantor and WPP Jubilee Limited and WPP 2005 Limited as Subsidiary Guarantors [member] | WPP plc [member]
Condensed consolidating cash flow statement information
Net cash inflow/(outflow) from operating activities	2,308.8	32.9	963.1
Financing activities
Share option proceeds	1.2	6.4	27.2
Share repurchases and buy-backs	(104.3)	(289.6)	(274.5)
Net (decrease)/increase in borrowings		(400.0)	(392.1)
Equity dividends paid	(747.4)	(751.5)	(616.5)
Net cash (outflow)/inflow from financing activities	(850.5)	(1,434.7)	(1,255.9)
Net (decrease)/increase in cash and cash equivalents	1,458.3	(1,401.8)	(292.8)
Translation of cash and cash equivalents	(4.7)	(0.9)	(5.7)
Cash and cash equivalents at beginning of year	(2,627.7)	(1,225.0)	(926.5)
Cash and cash equivalents at end of year	(1,174.1)	(2,627.7)	(1,225.0)
Condensed Consolidating Financial Information for Bonds Issued by WPP Finance 2010 with WPP plc as Parent Guarantor and WPP Jubilee Limited and WPP 2005 Limited as Subsidiary Guarantors [member] | Subsidiary Guarantors [member]
Condensed consolidating cash flow statement information
Net cash inflow/(outflow) from operating activities	(271.1)	(49.7)	1,002.2
Investing activities
Purchases of property, plant and equipment	(10.4)	(10.4)	(1.1)
Net cash outflow from investing activities	(10.4)	(10.4)	(1.1)
Financing activities
Cash consideration for non-controlling interests	(0.3)	(1.4)	(1.3)
Net cash (outflow)/inflow from financing activities	(0.3)	(1.4)	(1.3)
Net (decrease)/increase in cash and cash equivalents	(281.8)	(61.5)	999.8
Translation of cash and cash equivalents	(51.5)	48.4	(154.6)
Cash and cash equivalents at beginning of year	(1,640.6)	(1,627.5)	(2,472.7)
Cash and cash equivalents at end of year	(1,973.9)	(1,640.6)	(1,627.5)
Condensed Consolidating Financial Information for Bonds Issued by WPP Finance 2010 with WPP plc as Parent Guarantor and WPP Jubilee Limited and WPP 2005 Limited as Subsidiary Guarantors [member] | WPP Finance 2010 [member]
Condensed consolidating cash flow statement information
Net cash inflow/(outflow) from operating activities	42.9	(13.6)	65.5
Financing activities
Net (decrease)/increase in borrowings	(58.1)
Net cash (outflow)/inflow from financing activities	(58.1)
Net (decrease)/increase in cash and cash equivalents	(15.2)	(13.6)	65.5
Translation of cash and cash equivalents	(5.4)	1.3	(13.1)
Cash and cash equivalents at beginning of year	(27.4)	(15.1)	(67.5)
Cash and cash equivalents at end of year	(48.0)	(27.4)	(15.1)
Condensed Consolidating Financial Information for Bonds Issued by WPP Finance 2010 with WPP plc as Parent Guarantor and WPP Jubilee Limited and WPP 2005 Limited as Subsidiary Guarantors [member] | Other Subsidiaries [member]
Condensed consolidating cash flow statement information
Net cash inflow/(outflow) from operating activities	(386.8)	1,438.5	(257.0)
Investing activities
Acquisitions	(298.8)	(477.5)	(719.3)
Proceeds on disposal of investments and subsidiaries	849.0	296.0	80.5
Purchases of property, plant and equipment	(304.4)	(278.5)	(251.0)
Purchases of other intangible assets (including capitalised computer software)	(60.4)	(37.3)	(33.0)
Proceeds on disposal of property, plant and equipment	9.5	8.0	7.7
Net cash outflow from investing activities	194.9	(489.3)	(915.1)
Financing activities
Cash consideration for non-controlling interests	(109.6)	(45.9)	(57.0)
Share repurchases and buy-backs	(102.8)	(214.6)	(152.9)
Net (decrease)/increase in borrowings	(382.5)	999.6	369.6
Financing and share issue costs	(3.8)	(0.8)	(6.4)
Dividends paid to non-controlling interests in subsidiary undertakings	(106.2)	(87.8)	(89.6)
Net cash (outflow)/inflow from financing activities	(704.9)	650.5	63.7
Net (decrease)/increase in cash and cash equivalents	(896.8)	1,599.7	(1,108.4)
Translation of cash and cash equivalents	0.1	(76.0)	465.3
Cash and cash equivalents at beginning of year	6,293.9	4,770.2	5,413.3
Cash and cash equivalents at end of year	£ 5,397.2	£ 6,293.9	£ 4,770.2

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Condensed consolidating financial information for bonds issued by WPP Finance 2010 with WPP plc as parent guarantor and WPP Jubilee Limited and WPP 2005 Limited as subsidiary guarantors - Condensed Consolidating Balance Sheet (Detail) - GBP (£) £ in Millions	Dec. 31, 2018	Dec. 31, 2017		Dec. 31, 2016	Dec. 31, 2015
Non-current assets
Goodwill	£ 13,202.8	£ 12,952.9	[1]	£ 13,214.3
Other	1,842.0	2,018.4	[1]	2,217.3
Property, plant and equipment	1,083.0	979.5	[1]	968.7
Interests in associates and joint ventures	796.8	1,065.2	[1]	1,069.4
Other investments	666.7	1,153.5	[1]	1,310.3
Deferred tax assets	153.0	160.3	[1]
Trade and other receivables	180.0	176.2	[1]
Non-current assets	17,924.3	18,506.0	[1]
Current assets
Corporate income tax recoverable	198.7	234.7	[1]
Trade and other receivables	13,101.5	12,530.7	[1]
Cash and short-term deposits	2,643.2	2,391.4	[1]
Current assets	15,943.4	15,156.8	[1]
Current liabilities
Trade and other payables	(15,038.4)	(14,241.1)	[1]
Corporate income tax payable	(545.9)	(649.3)	[1]
Bank overdrafts, bonds and bank loans	(1,025.1)	(624.1)	[1]
Current liabilities	(16,609.4)	(15,514.5)	[1]
Net current (liabilities)/assets	(666.0)	(357.7)	[1]
Total assets less current liabilities	17,258.3	18,148.3	[1]
Non-current liabilities
Bonds and bank loans	(5,634.8)	(6,250.4)	[1]
Trade and other payables	(841.4)	(992.8)	[1]
Deferred tax liabilities	(479.5)	(513.7)	[1]
Provision for post-employment benefits	(184.3)	(206.3)	[1]
Provisions for liabilities and charges	(311.7)	(229.0)	[1]
Non-current liabilities	(7,451.7)	(8,192.2)	[1]
Net assets	9,806.6	9,956.1	[1]
Attributable to:
Equity shareholders' funds	9,382.2	9,487.3	[1]
Non-controlling interests	424.4	468.8	[1]
Total equity	9,806.6	9,956.1	[1]	£ 9,761.7	£ 8,009.9
Condensed Consolidating Financial Information for Bonds Issued by WPP Finance 2010 with WPP plc as Parent Guarantor and WPP Jubilee Limited and WPP 2005 Limited as Subsidiary Guarantors [member]
Non-current assets
Goodwill	13,202.8	12,952.9
Other	1,842.0	2,018.4
Property, plant and equipment	1,083.0	979.5
Interests in associates and joint ventures	796.8	1,065.2
Other investments	666.7	1,153.5
Deferred tax assets	153.0	160.3
Trade and other receivables	180.0	176.2
Non-current assets	17,924.3	18,506.0
Current assets
Corporate income tax recoverable	198.7	234.7
Trade and other receivables	13,101.5	12,530.7
Cash and short-term deposits	2,643.2	2,391.4
Current assets	15,943.4	15,156.8
Current liabilities
Trade and other payables	(15,038.4)	(14,241.1)
Corporate income tax payable	(545.9)	(649.3)
Bank overdrafts, bonds and bank loans	(1,025.1)	(624.1)
Current liabilities	(16,609.4)	(15,514.5)
Net current (liabilities)/assets	(666.0)	(357.7)
Total assets less current liabilities	17,258.3	18,148.3
Non-current liabilities
Bonds and bank loans	(5,634.8)	(6,250.4)
Trade and other payables	(841.4)	(992.8)
Deferred tax liabilities	(479.5)	(513.7)
Provision for post-employment benefits	(184.3)	(206.3)
Provisions for liabilities and charges	(311.7)	(229.0)
Non-current liabilities	(7,451.7)	(8,192.2)
Net assets	9,806.6	9,956.1
Attributable to:
Equity shareholders' funds	9,382.2	9,487.3
Non-controlling interests	424.4	468.8
Total equity	9,806.6	9,956.1
Condensed Consolidating Financial Information for Bonds Issued by WPP Finance 2010 with WPP plc as Parent Guarantor and WPP Jubilee Limited and WPP 2005 Limited as Subsidiary Guarantors [member] | WPP plc [member]
Non-current assets
Investment in subsidiaries	15,463.9	14,638.1
Non-current assets	15,463.9	14,638.1
Current assets
Trade and other receivables	0.6	0.3
Intercompany receivables	1,675.6	1,661.4
Current assets	1,676.2	1,661.7
Current liabilities
Trade and other payables	(3.7)	(16.9)
Intercompany payables	(5,190.3)	(2,808.3)
Bank overdrafts, bonds and bank loans	(1,174.1)	(2,627.7)
Current liabilities	(6,368.1)	(5,452.9)
Net current (liabilities)/assets	(4,691.9)	(3,791.2)
Total assets less current liabilities	10,772.0	10,846.9
Non-current liabilities
Intercompany payables	(1,389.8)	(1,359.6)
Non-current liabilities	(1,389.8)	(1,359.6)
Net assets	9,382.2	9,487.3
Attributable to:
Equity shareholders' funds	9,382.2	9,487.3
Total equity	9,382.2	9,487.3
Condensed Consolidating Financial Information for Bonds Issued by WPP Finance 2010 with WPP plc as Parent Guarantor and WPP Jubilee Limited and WPP 2005 Limited as Subsidiary Guarantors [member] | Subsidiary Guarantors [member]
Non-current assets
Property, plant and equipment	26.1	16.5
Investment in subsidiaries	29,329.2	27,746.7
Intercompany receivables	205.4	203.3
Non-current assets	29,560.7	27,966.5
Current assets
Trade and other receivables	497.9	457.3
Intercompany receivables	1,720.6	1,713.8
Cash and short-term deposits	17.3	231.2
Current assets	2,235.8	2,402.3
Current liabilities
Trade and other payables	(57.5)	(113.9)
Intercompany payables	(6,078.1)	(5,607.8)
Bank overdrafts, bonds and bank loans	(1,991.2)	(1,871.8)
Current liabilities	(8,126.8)	(7,593.5)
Net current (liabilities)/assets	(5,891.0)	(5,191.2)
Total assets less current liabilities	23,669.7	22,775.3
Non-current liabilities
Intercompany payables	(8,205.8)	(8,137.2)
Non-current liabilities	(8,205.8)	(8,137.2)
Net assets	15,463.9	14,638.1
Attributable to:
Equity shareholders' funds	15,463.9	14,638.1
Total equity	15,463.9	14,638.1
Condensed Consolidating Financial Information for Bonds Issued by WPP Finance 2010 with WPP plc as Parent Guarantor and WPP Jubilee Limited and WPP 2005 Limited as Subsidiary Guarantors [member] | WPP Finance 2010 [member]
Non-current assets
Trade and other receivables		1.6
Intercompany receivables	2,182.9	2,078.3
Non-current assets	2,182.9	2,079.9
Current assets
Trade and other receivables	0.1	0.1
Intercompany receivables	55.2	65.7
Cash and short-term deposits	41.4
Current assets	96.7	65.8
Current liabilities
Trade and other payables	(21.6)	(19.6)
Intercompany payables	(0.9)
Bank overdrafts, bonds and bank loans	(89.4)	(27.4)
Current liabilities	(111.9)	(47.0)
Net current (liabilities)/assets	(15.2)	18.8
Total assets less current liabilities	2,167.7	2,098.7
Non-current liabilities
Bonds and bank loans	(2,151.8)	(2,087.1)
Trade and other payables	(5.5)
Non-current liabilities	(2,157.3)	(2,087.1)
Net assets	10.4	11.6
Attributable to:
Equity shareholders' funds	10.4	11.6
Total equity	10.4	11.6
Condensed Consolidating Financial Information for Bonds Issued by WPP Finance 2010 with WPP plc as Parent Guarantor and WPP Jubilee Limited and WPP 2005 Limited as Subsidiary Guarantors [member] | Other Subsidiaries [member]
Non-current assets
Goodwill	13,202.8	12,952.9
Other	1,842.0	2,018.4
Property, plant and equipment	1,056.9	963.0
Interests in associates and joint ventures	796.8	1,065.2
Other investments	666.7	1,153.5
Deferred tax assets	153.0	160.3
Trade and other receivables	180.0	174.6
Intercompany receivables	7,657.7	7,649.3
Non-current assets	25,555.9	26,137.2
Current assets
Corporate income tax recoverable	198.7	234.7
Trade and other receivables	12,602.9	12,073.0
Intercompany receivables	8,130.6	5,268.7
Cash and short-term deposits	5,839.2	6,687.3
Current assets	26,771.4	24,263.7
Current liabilities
Trade and other payables	(14,955.6)	(14,090.7)
Intercompany payables	(312.7)	(293.5)
Corporate income tax payable	(545.9)	(649.3)
Bank overdrafts, bonds and bank loans	(1,025.1)	(624.3)
Current liabilities	(16,839.3)	(15,657.8)
Net current (liabilities)/assets	9,932.1	8,605.9
Total assets less current liabilities	35,488.0	34,743.1
Non-current liabilities
Bonds and bank loans	(3,483.0)	(4,163.3)
Trade and other payables	(835.9)	(992.8)
Intercompany payables	(450.4)	(434.1)
Deferred tax liabilities	(479.5)	(513.7)
Provision for post-employment benefits	(184.3)	(206.3)
Provisions for liabilities and charges	(311.7)	(229.0)
Non-current liabilities	(5,744.8)	(6,539.2)
Net assets	29,743.2	28,203.9
Attributable to:
Equity shareholders' funds	29,318.8	27,735.1
Non-controlling interests	424.4	468.8
Total equity	29,743.2	28,203.9
Condensed Consolidating Financial Information for Bonds Issued by WPP Finance 2010 with WPP plc as Parent Guarantor and WPP Jubilee Limited and WPP 2005 Limited as Subsidiary Guarantors [member] | Reclassifications/Eliminations [member]
Non-current assets
Investment in subsidiaries	(44,793.1)	(42,384.8)
Intercompany receivables	(10,046.0)	(9,930.9)
Non-current assets	(54,839.1)	(52,315.7)
Current assets
Intercompany receivables	(11,582.0)	(8,709.6)
Cash and short-term deposits	(3,254.7)	(4,527.1)
Current assets	(14,836.7)	(13,236.7)
Current liabilities
Intercompany payables	11,582.0	8,709.6
Bank overdrafts, bonds and bank loans	3,254.7	4,527.1
Current liabilities	14,836.7	13,236.7
Total assets less current liabilities	(54,839.1)	(52,315.7)
Non-current liabilities
Intercompany payables	10,046.0	9,930.9
Non-current liabilities	10,046.0	9,930.9
Net assets	(44,793.1)	(42,384.8)
Attributable to:
Equity shareholders' funds	(44,793.1)	(42,384.8)
Total equity	£ (44,793.1)	£ (42,384.8)

[1] Prior year figures have been restated for the impact of the adoption of IFRS 15 Revenue from Contracts with Customers, as described in the accounting policies.

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Condensed consolidating financial information for bonds issued by WPP Finance 2010 with WPP plc as parent guarantor and WPP Jubilee Limited and WPP 2005 Limited as subsidiary guarantors - Condensed Consolidating Balance Sheet (Parenthetical) (Detail) £ in Millions	Dec. 31, 2017 GBP (£)
Guarantor Subsidiaries and Other Subsidiaries [member] | Condensed Consolidating Financial Information for Bonds Issued by WPP Finance 2010 with WPP plc as Parent Guarantor and WPP Jubilee Limited and WPP 2005 Limited as Subsidiary Guarantors [member]
Disclosure of detailed information of condensed consolidating financial information [line items]
Restatement for intercompany receivables and intercompany payables	£ 2,540.2