UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM20-F

(Mark One)

OR

For the fiscal year ended 31 December 20182019

OR

OR

Date of event requiring this shell company report                 

For the transition period from                  to    

Commission file number001-38303

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.

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, 2018,2019, the number of outstanding ordinary shares was 1,332,678,2271,328,167,813 which included at such date ordinary shares represented by 13,929,27215,699,064 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 RegulationS-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 anon-accelerated filer, or an emerging growth company. See definition of “large accelerated filer,” “accelerated filer,” and “emerging growth company” inRule 12b-2 of the Exchange Act. (Check one):

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.    ☐

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

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 inRule 12b-2 of the Exchange Act).

YES  ☐    NO  ☒

TABLE OF CONTENTS

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 2018,2019, the Group, excluding associates, had 134,281106,786 employees. For the year ended 31 December 2018,2019, the Group had revenue of £15,602.4£13,234.1 million and operating profit of £1,431.4£1,295.9 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 2019, 2018 2017 and 20162017 and the selected balance sheet data as at 31 December 20182019 and 20172018 are derived from the consolidated financial

statements of the Company that appear elsewhere in this Form20-F. The selected financial data for prior periods

Selected Consolidated Balance Sheet Data

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

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.

ITEM 4. INFORMATION ON THE COMPANY

WPP’s offer tois a leading worldwide creative transformation organisation offering national and multinational clients encompassesa comprehensive range of communications, experience, commerce and technology.technology services. The Company provides these services through a number of established global, multinational and national operating companies that are organised into four businessthree reportable segments. OurThe largest reportable segment is Advertising and Media Investment Management,Global Integrated Agencies, which accounted for approximately 46%77% of the Company’s revenues in 2018.2019. The remaining 54%23% of our revenues were derived from the businessreportable segments of Data Investment Management; Public Relations & Public Affairs; and Brand Consulting, Health & Wellness and Specialist Communications (including direct, interactive and ecommerce).Agencies. Excluding associates, the Company currently employs over 130,000106,000 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 April31 December 2019 the Company had a market capitalisation of approximately £11.814£13.410 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

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 Rule12g-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 andas well as the merger of Burson-Marsteller and Cohn & Wolfe to create Burson Cohn & Wolfe, and the beginning of theWolfe. The merger of Wunderman and J. Walter Thompson to create Wunderman Thompson.Thompson began at the end of 2018 and was finalized in 2019. In July 2019, the Company entered into an agreement to sell 60% of the Kantar group to Bain Capital Private Equity. The transaction was completed with respect to the sale of approximately 90% of the Kantar group in December 2019. Completion of the sale of the remaining approximately 10% of the Kantar group is expected to occur in 2020.

The Company received £1,917.0 million and £440.3 million and spent £228.8 million and £697.1 million related to acquisitions and investmentsdisposals in 2019, 2018 2017 and 2016,2017, respectively, including proceeds on disposal of investments and subsidiaries, payments in respect of earnout payments resulting from acquisitions in prior years and net of cash and cash equivalents acquired (net) and proceeds on disposal of investments.disposed. For the same periods, cash spent on purchases of property, plant and equipment and other intangible assets was £394.1 million, £375.2 million £326.2 million and £285.1£326.2 million, respectively, and cash spent on share repurchases andbuy-backs buybacks was £43.8 million, £207.1 million and £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 Form20-F is also available on the Company’s website, www.wpp.com.

B. Business Overview

Introduction

CertainNon-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 operating profit, 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 2529 to 28.33.

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 Company is a leading worldwide creative transformation organisation offering national and multinational clients a comprehensive range of communications, experience, commerce and technology services.

A key element of our strategy is to align our technology capabilities more closely with our creative expertise, and to simplify WPP through the creation of fewer, stronger, integrated agencies. Recent restructuring actions, 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 have been reclassified between the previously reported sectors. As a result, several businesses that were reported within Public Relations & Public Affairs, and Brand Consulting, Health & Wellness and Specialist Communications, have been merged with entities within Advertising & Media Investment Management (AMIM). These include Wunderman Thompson, VMLY&R, Ogilvy PR and OgilvyOne. Additionally, the US healthcare companies have beenre-aligned with strong agency partners within AMIM, and Burson Marsteller and Cohn & Wolfe have been merged to form Burson Cohn & Wolfe. Furthermore, WPP completed the transaction to sell a 60% stake in Kantar to Bain Capital Private Equity in December 2019.

As a consequence of these moves, which reflect changes in the way we manage the business and report internally, WPP is now organized into three sectors – Global Integrated Agencies; Public Relations; and Specialist Agencies. Kantar, representing materially all of the Data Investment Management segment of the Group, is now excluded from the sector analysis as it is classified as discontinued operations. This change only affects the business sector reporting structure of the results; there is no change to the Group-level financial statements or geographical segmentation.

Global Integrated Agencies

WPP’s integrated agency networks include Ogilvy, VMLY&R, Wunderman Thompson, Grey, GroupM and Hogarth. Among the principal functions of these agencies are the planning and creation of marketing, branding campaigns, design and production of advertisements across all media, and media buying services including strategy & business development, media investment, data & technology and content.

Public Relations

WPP’s public relations 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 WPP’s public relations specialists, Burson Cohn & Wolfe and Hill+Knowlton Strategies, as previously reported but excluding Ogilvy PR which now sits within Global Integrated Agencies as part of Ogilvy.

Specialist Agencies

Specialist agencies represent WPP’s other agencies that specialise in certain areas, whether by region or range of services. They include AKQA, GTB, Geometry, WPP Brand Consulting and Commarco.

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

Sustainability

Our clients look to us to providefor the insight, expertise and creative solutions they needcreativity to navigate this changing landscapebalance these interconnected pressures and communicate their purpose effectively and authentically. Our own sustainability strategy helps us to do this with credibility, meetingmeet changing client expectations with strong and credible propositions, while reducing risks and creating a more resilient business for the long term.

Our sustainability strategy aligns withsupports all five elements of our new corporate strategy, which we introducedlaunched 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.

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.

Social investment: Our pro bono work can make a significant difference to charities andnon-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 companiescompanies.

DiverseInclusive and inclusivediverse teams: Creativity thrives on diversity of background and thought. This makes having aan inclusive and 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.

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;carefully, to collect data only when needed and with consent where required, and to store and transfer data securely.

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 Campus locations that use green building standards and reduce our impact, help us to use space more efficiently and encourage collaboration between our companies.

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

Environment

Social investment

Clients

The Group works with 369348 of the Fortune Global 500, all 30 of the Dow Jones 30, and 7170 of the NASDAQ 100, and 69 of the FTSE 100.

The Company’s 10 largest clients accounted for 14.4%15% of the Company’s revenues in the year ended 31 December 2018.2019. No client of the Company represented more than 5% of the Company’s aggregate revenues in 2018.2019. 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 asover-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

The IT transformation programmes will underpin our three-year strategic plan and enhance our data security.

Since the launch of the WPP Data Privacy and Security Charter in 2018 we have issued incremental updates to reflect regulatory and best practice changes as well as to reflect changes to our business. The Charter helps us

communicate our approach to data to our people and clients, setting out core principles for responsible data management through our Data Code of Conduct, our IT security, privacy and social media policies, and our security standards (which are based on ISO 27001).

Our Group Chief Privacy Officer leads our work on privacy, supported by our Data Protection Officer. Together, they provide practical guidance and support to our agencies on data ethics, ensure that privacy risks are well understood across the business, help us prepare for relevant new regulation, and promote best practices.

Our networks and companies have appointed privacy leads to oversee the implementation of our policies at a local level. They report progress via our Group Chief Counsel and Group Chief Privacy Officer.

Our company-wide audit programme includes controls reflecting the technical and organisational measures in place to protect data as well as specific data privacy controls. Our internal audit team runs a rolling-programme of audits across our companies to review privacy risks and practices using these controls.

Suppliers who collect, manage or store employee, consumer or client data on behalf of WPP, our companies and our clients must have the right data security and privacy standards in place. We conduct due diligence on data suppliers and embed privacy requirements in our supplier contracts.

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

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)UK). 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:

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 2018,2019, 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£661.8 million.

In 2018, 21%2019, 25% of our floorspace was certified to advanced sustainability standards like LEEDsuch as Leadership in Energy and BREEAM. OurEnvironmental Design (LEED) and Building Research Establishment Environmental Assessment Method (BREEAM), meeting our 2020 target is 25% of global floor space certified to advanced green building standards by 2020.a year early.

In 2019, we opened five new Campuses in Helsinki, Bucharest, Amsterdam, Madrid and Mumbai, bringing our total to 16 WPP Campuses across four continents. We will continue to develop Campusco-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 officeBefore the end of 2020, we will open a further three campuses and aim to have 75,000 people in 60 Campus locations worldwide by 2023.

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 313 to the consolidated financial statements for a schedule by years of future minimum rentallease payments to be made and future sublease rental payments to be received, as at 31 December 2018, undernon-cancelable operating leases of the Company.2019.

ITEM 4A. UNRESOLVED STAFF COMMENTS

Not applicable.

ITEM 5. OPERATING AND FINANCIAL REVIEW AND PROSPECTS

As introduced on page 7,9, certainNon-GAAP measures are included in the operating and financial review and prospects.

A. Operating Results

Overview

The CompanyWPP is onea creative transformation company with a service offering that allows us to meet the present and future needs of our clients. Our business model is client-centric, and we leverage resource and skills across our internal structures to provide 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.best possible service. The Company offers services in fourthree reportable segments:

In 2018,2019, approximately 46%77% of the Company’s consolidated revenues from continuing operations were derived from Advertising and Media Investment Management,Global Integrated Agencies, with the remaining 54%23% of its revenues being derived from the remaining threetwo segments.

The following discussion is based on the Company’s audited consolidated financial statements beginning onpage 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 onWe presented the strategy in December 2018. Our vision was to become a numbercreative transformation company, one that combined outstanding human talent and imagination with expertise in technology and data, and behaved not as a financial conglomerate or group of short-term strategic priorities,separate businesses, but as well as on formulatinga unified whole.

We defined a new purpose – to use the power of creativity to build better futures for our people, clients and communities. And we set new financial targets to allow us to invest in the long-term strategy, which was announcedhealth of our business and deliver sustainable growth for our shareholders. The progress in December. The actions taken in 2018 are2019 is outlined below.

The share price decreasedincreased by 37%26% in 2018,2019, closing at 846.6p1,066.5 pence at year end. Since then it has risendeclined to 936.2p, up 11%545.0 pence, down 49%, at 2324 April 2019.2020. Dividends remain flat at 60.00p in 2018, samerespect of 2019 are 22.7 pence, a decrease from 60.0 pence in respect of 2018. Given the significant uncertainty over the coming months due toCovid-19, as prior year.previously discussed, the Board is suspending the 2019 final dividend of 37.3 pence per share.

Continuing operations

Revenue was down 1.3%up 1.4% at £15.602£13.234 billion. Revenue on a constant currency basis was up 1.5%0.2% compared with last year, the difference to the reportable number reflecting the strengthweakness of the pound sterling against most currencies, particularly in the first half of the year. On alike-for-like basis, which excludes the impact of currency and acquisitions, revenue was up 0.8%.flat. Billings were £55.798£53.059 billion, up 0.4%down 0.3%, up 3.3%down 1.4% in constant currency and up 3.2%down 1.0%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 continuesoperating profit continue to be skewed to the second half of the year, with the Group earning approximately 40% of its headline PBIToperating profit in the first half and 60% in the second half.

Operating profit was up 4.7% to £1.296 billion from £1.238 billion, up 4.3% in constant currency. Headline operating profit was down 5.5% to £1.561 billion, from £1.651 billion and down 5.6% in constant currency. The implementation of IFRS 16 on 1 January 2019 resulted in an increase to operating profit of £61 million.

Profit before interest and tax was down 27.0%up 3.4% to £1.475£1.311 billion from £2.022£1.268 billion. Headline PBIT for 20182019 was down 9.7%5.8% to £2.047£1.623 billion, from £2.267£1.723 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%6.0% in constant currencies.

Profit before tax fell by 30.6%21.9% to £1.463£0.982 billion from £2.109£1.258 billion. In constant currencies, profit before tax fell by 22.3%. Headline profit before tax was down 11.7% to £1.363 billion from £1.543 billion. The difference between profit before tax and headline profit before tax reflecting principally the £302£153 million of restructuring and transformation costs and £184£48 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%29.4% to £1.139£0.707 billion from £1.912£1.002 billion. In constant currencies, profit after tax fell 38.5%30.3%.

Profits attributable to shareholders fell 41.5%33.0% to £1.063£0.628 billion from £1.817£0.937 billion, again reflecting principally the £302£153 million of restructuring and transformation costs and £184£48 million of goodwill impairment. In constant currencies, profits attributable to shareholders fell by 39.6%33.8%.

Diluted earnings per share fell by 40.8%41.3% to 84.3p49.5p from 142.4p84.3p and decreased 38.9%42.3% in constant currencies.

Net cash inflow from operating activities increased to £1.851 billion in the year from £1.694 billion in the year.2018. In 2018,2019, operating profit was £1.431£1.580 billion, depreciation, amortisation and goodwill impairment £728£734 million,non-cash share-based incentive charges £85£71 million, working capital and provisions inflow £166£350 million, net interest paid £162£190 million, tax paid £384£536 million, lease liabilities (including interest) paid £355 million, capital expenditure £375£394 million, earnout payments £120£130 million and other net cash outflows £266 million, principally £235 million gains on disposal of investments and subsidiaries.£86 million. Free cash flow available for debt repayment, acquisitions (excluding earnouts), sharebuy-backs and dividends

was, therefore, £1.103an inflow £1.044 billion. This free cash flow was enhanced by £849£2.221 billion in net cash acquisition payments and disposal proceeds (of which £1.971 billion was the Kantar disposal net of cash disposed and costs, and £250 million of net income from other disposal proceeds from the disposalnet of associatesacquisition payments) and investments, offsetabsorbed by £289£44 million in cash acquisition costs (investmentsshare buybacks and new acquisition payments), £207£750 million in sharebuy-backs and £747 million in dividends, a net outflow of £394 million.dividends. This resulted in a net cash inflow of £709 million.£2.471 billion.

Debt financing was £4.509 billion at 31 December 2019, compared to £6.660 billion at 31 December 2018, compared to £6.875 billion at 31 December 2017.2018. Average net debt in 20182019 was £4.966£4.282 billion, compared to £5.125£5.025 billion in 2017,2018, at 20182019 exchange rates. On 31 December 20182019 net debt was £4.017£1.540 billion, against £4.483£4.017 billion on 31 December 2017,2018, a decrease of £466 million£2.477 billion (a decrease of £605 million£2.313 billion at 20182019 exchange rates). The reduced period end debt figure reflects the benefit of £849 million£1.971 billion proceeds in relation to the disposal of our interests60% of the Group’s interest in certain associatesPhase 1 of the Kantar business.

Discontinued operations

As a result of the Kantar sale, the Group has classified Kantar as held for sale under IFRS 5Non-current Assets Held for Sale and investments,Discontinued Operations which is as described in the principalaccounting policies section of which were Globant S.A., Imagina, AppNexusthe consolidated financial statements. As Kantar classifies as held for sale under IFRS 5, the profit for the year is presented as discontinued operations on the income statement. The decrease in profit for the year from £138 million in 2018 to £11 million in 2019 primarily reflects the goodwill impairment on classification as held for sale of £95 million and Bruin.

North America constant currency revenue less pass-through costs was down 4.5%4.7% in the final quarter, the same as the third quarter,year 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 revenuethe second half. Revenue less pass-throughpass through costs was down 3.5%, withlike-for-like down 4.2%. Addressing our underperforming operations4.0% in the US issecond half on a key elementlike-for-like basis compared to down 7.3% in the first half as the negative effect of WPP’s new strategy.

Reportable Segments