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Certain Non-GAAP measures included in this 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, like-for-like, headline operating profit, headline PBIT (Profit Before Interest and Taxation), headline PBT (Profit Before Taxation), adjusted operating cash flow, adjusted free cash flow, adjusted net cash flow, adjusted net debt and average adjusted net debt, share of profit before interest and taxation of associates, share of adjusting items of associates, share of interest and non-controlling interests of associates, and share of taxation of associates which we define, explain the use of and reconcile to the nearest IFRS measure on pages 12 to 16.
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.
In the calculation of headline profit measures, judgement is required by management in determining which items are considered to be large, unusual and non-recurring that are to be excluded.
The exclusion of certain adjusting items may result in headline earnings being materially higher or lower than reported earnings, for example when significant impairments or restructuring charges are excluded but the related benefits are included within headline earnings. Headline measures should not be considered in isolation as they provide additional information to aid the understanding of the Group’s financial performance.
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A. Operating Results
Key IFRS Measures
Reported Reported change %+/(-)
2025 2024 2025 2024
£m £m % %
Revenue 13,550 14,741 (8) % (1) %
Operating profit 382 1,325 (71) % 150 %
(Loss)/profit for the year (172) 629 (127.3) % 219.3 %
Net cash inflow from operating activities 724 1,408 (49) % 14 %
Other information on our operating results is set forth on page 26 to 30 of the WPP 2025 Annual Report and incorporated herein by reference to Exhibit 15.4.
For a discussion of the year ended 31 December 2024 compared to the year ended 31 December 2023, please refer to "Item 5. Operating and Financial Review and Prospects" in our Annual Report on Form 20-F for the year ended 31 December 2024.
B. Liquidity and Capital Resources
Information on our liquidity and capital resources is set forth on page 30 of the WPP 2025 Annual Report and incorporated herein by reference to Exhibit 15.4.
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 notes 9, 18 and 23, which are included as part of the Company’s consolidated financial statements in Item 18 of this Annual Report on Form 20-F.
Summarised financial information about Guarantors and Issuers of Guaranteed Securities
At 31 December 2025, WPP Finance 2010 had in issue $93 million ($28 million was repaid in 2018 and $179 million was repaid in 2019 from the $300 million initially issued) of 5.125% bonds due September 2042, with WPP plc as parent guarantor and WPP Jubilee Limited and WPP 2005 Limited as subsidiary guarantors. WPP Air 1 Limited, WPP 2008 Limited and WPP 2012 Limited were discharged as guarantors effective 18 December 2025.
At 31 December 2025, WPP Finance 2010 had in issue $220 million ($50 million was repaid in 2018 and $230 million was repaid in 2019 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.
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.
Basis of Presentation
The summarised financial information below is presented on a combined basis with intercompany balances and transactions between entities in the obligor group eliminated. Investments in and equity in the earnings of our non-guarantor subsidiaries, which are not members of the obligor group, have been excluded from the summarised financial information. The obligor group’s amounts due to, amounts due from and transactions with non-guarantor subsidiaries have been presented in separate line items, if they are material to the obligor financials.
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For the year ended 31 December 2025, £m
Summarised income statement information for WPP Finance 2010 (issuer), WPP plc (parent guarantor) and Applicable Subsidiary Guarantors (the “obligor group”)
WPP Finance 2010 (issuer), WPP plc and Subsidiary Guarantors
Revenue —
Costs of services —
Gross profit —
Administrative income due from non-guarantors 230
Earnings/(loss) from associates - after interest and tax —
Finance and investment income from non-guarantors 220
Finance costs to non-guarantors (737)
Loss for the year (539)
Summarised balance sheet information for WPP Finance 2010 (issuer), WPP plc (parent guarantor) and Applicable Subsidiary Guarantors (the “obligor group”)
WPP Finance 2010 (issuer), WPP plc and Subsidiary Guarantors
Due from Non-Guarantors-long term 2,919
Non-current assets 3,405
Due from Non-Guarantors-short term 1,802
Current assets 1,901
Due to Non-Guarantors-short term (15,579)
Current Liabilities (15,684)
Due to Non-Guarantors-long term —
Non-current liabilities (451)
The issuer and guarantors of the bonds (issuer and subsidiary guarantors are 100% owned by WPP plc) are consolidated subsidiaries of WPP plc and are each subject to the reporting requirements under section 15(d) of the Securities Exchange Act of 1934. The summarised financial information is prepared in accordance with IFRS as issued by the IASB and is intended to provide investors with meaningful financial information, and is provided pursuant to the adoption of Rule 13-01 of Regulation S-X which allows for alternative financial disclosures or narrative disclosures in lieu of the separate financial statements of WPP Finance 2010 and the guarantors. The financial information presented is that of the issuers and guarantors of the guaranteed security, and the financial information of non-issuer and non-guarantor subsidiaries has been excluded.
C. Research and Development, Patents and Licenses, etc.
Not applicable.
D. Trend Information
The discussion below and in the rest of this Item 5 in this Annual Report on Form 20-F 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 on Form 20-F.
For information regarding the trends in the Company's business, see Item 5A Operating Results and Item 5B Liquidity and Capital Resources above.
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E. Critical Accounting Estimates
Not applicable. 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.
Non-GAAP Measures
As introduced on page 9, the following metrics are the Group’s non-GAAP measures.
Constant currency
These consolidated financial statements are presented in pounds sterling. However, the Company’s significant international operations give rise to fluctuations in foreign exchange rates. To neutralise foreign exchange impact and illustrate the underlying change in revenue and profit 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 across all jurisdictions. These are calculated by applying budgeted 2025 exchange rates to local currency reported results for the current and prior year, which excludes any variances attributable to foreign exchange rate movements.
Like-for-like
Management also believes that discussing like-for-like contributes to the understanding of the Company’s performance and trends because it allows for meaningful comparisons of the current year to that of prior years.
Like-for-like 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 and disposals.
The following table reconciles reported revenue growth for the year ended 31 December 2025 and 2024, including like-for-like revenue growth for the same period:
Revenue
£m %
2023 Reported 14,845
Impact of exchange rate changes (473) (3.2)
Impact of acquisition 30 0.2
Like-for-like growth 339 2.3
2024 Reported 14,741 (0.7)
Impact of exchange rate changes (266) (1.8)
Impact of acquisitions and disposals (402) (2.7)
Like-for-like growth (523) (3.6)
2025 Reported 13,550 (8.1)
Headline operating profit
Headline operating profit is one of the measures that management uses to assess the performance of the business.
Headline operating profit is calculated as operating profit before gains/losses on disposal of investments and subsidiaries, gains/losses on disposal of property, other impairment charges, goodwill impairment, amortisation and impairment of acquired intangible assets, restructuring and transformation costs, property-related restructuring costs, other transaction costs, and legal provision charges/(gains).
The material adjustments to operating profit described above are included in costs of services and general administrative costs as provided in note 3 to the consolidated financial statements and are components of operating profit.
A tabular reconciliation of profit before taxation to headline operating profit is provided in note 29 to the consolidated financial statements.
Headline PBIT
Headline PBIT is one of the metrics that management uses to assess the performance of the business.
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Headline PBIT is calculated as profit before net finance costs, taxation, gains/losses on disposal of investments and subsidiaries, gains/losses on disposal of property, goodwill impairment, amortisation and impairment of acquired intangible assets, other impairment charges, restructuring and transformation costs, property-related restructuring costs, other transaction costs, and legal provision charges/(gains) and share of adjusting and other items for associates.
A tabular reconciliation of profit before taxation to headline PBIT is shown below.
Year ended 31 December
2025 2024 2023
£m £m £m
Profit before taxation 131 1,031 346
Finance and investment income (78) (137) (127)
Finance costs 352 417 389
Revaluation and retranslation of financial instruments 16 50 (7)
Profit before interest and taxation 421 1,361 601
Goodwill impairment 641 237 63
Amortisation and impairment of acquired intangible assets 61 93 728
Other impairment charges 5 26 18
Restructuring and transformation costs 68 251 196
Property-related restructuring costs 127 26 232
Gains on disposal of investments and subsidiaries (6) (322) (7)
Gain on disposal of property — (7) —
Other transaction costs — 10 —
Legal provision charges/(gains) 43 68 (11)
Share of adjusting and other items for associates — 4 (33)
Headline PBIT 1,360 1,747 1,787
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, gains/losses on disposal of property, goodwill impairment, amortisation and impairment of acquired intangible assets, other impairment charges, restructuring and transformation costs, property-related restructuring costs, other transaction costs, and legal provision charges/(gains), share of adjusting and other items for associates, and revaluation and retranslation of financial instruments.
A tabular reconciliation of profit before taxation to headline PBT is shown below.
Year ended 31 December
2025 2024 2023
£m £m £m
Profit before taxation 131 1,031 346
Goodwill impairment 641 237 63
Amortisation and impairment of acquired intangible assets 61 93 728
Other impairment charges 5 26 18
Restructuring and transformation costs 68 251 196
Property-related restructuring costs 127 26 232
Gains on disposal of investments and subsidiaries (6) (322) (7)
Gain on disposal of property — (7) —
Other transaction costs — 10 —
Legal provision charges/(gains) 43 68 (11)
Share of adjusting and other items for associates — 4 (33)
Revaluation and retranslation of financial instruments 16 50 (7)
Headline PBT 1,086 1,467 1,525
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Adjusted operating cash flow, Adjusted free cash flow and Adjusted net cash flow
The Group bases its internal cash flow objectives on adjusted operating cash flow, adjusted free cash flow and adjusted net cash flow.
Management believes adjusted operating cash flow is a target that can be translated into targets for operating business units that do not have direct control of items which influence adjusted free cash flow, such as the Group effective tax rate and leverage, and is meaningful to investors as a measure of the degree to which headline operating profit is converted into cash after the cost of leased operating assets, investment in capital expenditure, and working capital.
Adjusted operating cash flow is calculated as cash used in/generated by operations plus investment income received, and share option proceeds, less repayment of lease liabilities, interest paid on lease liabilities, and purchases of property, plant and equipment and purchases of intangible assets.
Adjusted free cash flow is meaningful to investors because it is the measure of the Company’s funds available for acquisition-related payments, dividend payments to shareholders, share repurchases and debt repayment. The purpose of presenting adjusted 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.
Adjusted free cash flow is calculated as cash used in/generated by operations plus dividends received from associates, interest received, investment income received, and share option proceeds, less corporation and overseas tax paid, interest and similar charges paid, dividends paid to non-controlling interests in subsidiary undertakings, repayment of lease liabilities, interest paid on lease liabilities, contingent consideration liability payments and purchases of property, plant and equipment and purchases of intangible assets.
Adjusted net cash flow is meaningful to investors because it is the measure of the Group’s funds available for debt repayment or to increase cash on hand after acquisition-related payments, dividend payments to shareholders and share repurchases. The purpose of presenting adjusted net 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) and after acquisitions, dividend payments to shareholders and share repurchases.
Adjusted net cash flow is calculated as adjusted free cash flow (as defined above) plus disposal proceeds, less net initial acquisition payments, dividends and share purchases.
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A tabular reconciliation of adjusted operating cash flow, adjusted free cash flow and adjusted net cash flow is shown below.
Year ended 31 December
2025 2024 2023
£m £m £m
Net cash inflow from operating activities 724 1,408 1,238
Corporation and overseas tax paid 398 392 395
Interest paid on lease liabilities 95 95 103
Other interest and similar charges paid 282 306 275
Interest received (97) (109) (116)
Investment income (13) (11) (13)
Dividends from associates (45) (31) (43)
Contingent consideration liability payments recognised in operating activities 21 10 6
Cash generated by operations 1,365 2,060 1,845
Purchases of property, plant and equipment (91) (189) (177)
Purchases of intangible assets (95) (47) (40)
Repayment of lease liabilities (242) (282) (259)
Interest paid on lease liabilities (95) (95) (103)
Investment income 13 11 13
Share option proceeds — 2 1
Adjusted operating cash flow 855 1,460 1,280
Corporation and overseas tax paid (398) (392) (395)
Other interest and similar charges paid (282) (306) (275)
Interest received 97 109 116
Dividends from associates 45 31 43
Contingent consideration liability payments (65) (97) (31)
Dividends paid to non-controlling interests in subsidiary undertakings (50) (67) (101)
Adjusted free cash flow 202 738 637
Net disposal proceeds 22 667 122
Net initial acquisition payments (147) (153) (280)
Dividends (343) (425) (423)
Share purchases (97) (82) (54)
Adjusted net cash flow (363) 745 2
Adjusted net debt and average adjusted net debt
Management believes that adjusted net debt and average adjusted net debt are appropriate and meaningful measures of the debt levels within the Group. Adjusted net debt is defined as cash and cash equivalents, bank overdrafts, current and non-current borrowings, derivative financial instruments hedging debt items, and excludes lease liabilities, contingent consideration and deferred consideration liabilities in respect of the Group’s mergers and acquisitions activities. Average adjusted net debt represents the rolling 12-month average of the Group's monthly adjusted net debt balances.
The definition of adjusted net debt and average adjusted net debt have been updated to include the impact of derivative financial instruments that hedge debt items as management believes this provides a more accurate representation of the adjusted net debt levels of the Group. Prior year comparatives and related metrics (ie. the average adjusted net debt to headline EBITDA ratio) have been re-presented for this new definition.
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The following table is an analysis of adjusted net debt:
2025 2024 2023
£m £m £m
Cash and cash equivalents 2,694 2,638 2,218
Current borrowings (822) (584) (946)
Non-current borrowings (4,114) (3,744) (3,775)
Derivative financial instruments 75 (52) 31
Adjusted net debt1 (2,167) (1,742) (2,472)
Average adjusted net debt1 (3,404) (3,506) (3,631)
1 Prior year comparatives have been re-presented in accordance with the updated adjusted net debt definition
Average adjusted net debt for 31 December 2025, 31 December 2024 and 31 December 2023 represents the average for the 12-month period ended 31 December 2025, 31 December 2024 and 31 December 2023 respectively.
Components of earnings from associates
Management reviews the 'earnings from associates' by assessing the underlying component movements including 'share of profit before interest and taxation of associates', 'share of adjusting and other items for associates', 'share of interest and non-controlling interests of associates', and 'share of taxation of associates', which are derived from the income statements of the associate undertakings. Management applies consistent principles in determining items adjusted from headline profit as with subsidiaries.
The following table is an analysis of earnings from associates and underlying component movements:
2025 2024 2023
£m £m £m
Share of profit before interest and taxation 46 43 48
Share of adjusting and other items for associates — (4) 33
Share of interest and non-controlling interests 6 10 2
Share of taxation (13) (13) (13)
Earnings from associates 39 36 70
Share of adjusting and other items for associates was nil for the year ended 31 December 2025 (2024: £(4) million, 2023: £33 million). For the year ended 31 December 2025, share of adjusting and other items for associates included £2 million (2024: £2 million, 2023: £45 million) of non-refundable distributions received from Kantar, described in note 4 to the consolidated financial statements.