WPP plc(WPP) - 2022 Q2 - Quarterly Report

FORM 6-K Filing Information This section details WPP plc's Form 6-K filing as a foreign private issuer and its election to file annual reports on Form 20-F Registrant Details WPP plc, as a foreign private issuer, submits this interim report under the Securities Exchange Act of 1934 and elects to file annual reports on Form 20-F - WPP plc, as a foreign private issuer, submits Form 6-K reports under Rule 13a-16 or 15d-16[1] - The company elects to file annual reports on Form 20-F[2] Forward-Looking Statements The report contains forward-looking statements regarding future events and circumstances, subject to various risks and uncertainties including pandemics, client losses, budget cuts, regulatory costs, competitive changes, acquisition benefits, geopolitical conflicts (such as the Russia-Ukraine war), global economic downturns, technological risks, and exchange rate fluctuations; investors should not unduly rely on these statements, and the company assumes no obligation to update them - Forward-looking statements involve future events and circumstances, subject to risks and uncertainties including, but not limited to, pandemics, client losses, budget cuts, regulatory costs, competitive changes, acquisition benefits, natural disasters or terrorism, the geoeconomic impact of the Russia-Ukraine war, global economic downturn risks, IT security risks, exchange rate fluctuations, and levels of economic activity in key markets[4][6] - The company assumes no obligation to update or revise any forward-looking statements[6] 2022 Interim Results Overview WPP achieved strong growth in the first half of 2022, with significant increases in reported revenue and revenue less pass-through costs, alongside double-digit growth in diluted EPS and dividends, reflecting broad business expansion and successful transformation initiatives Key Financial Figures WPP's H1 2022 financial performance shows robust growth across key metrics, including revenue, profit, and diluted EPS, with a slight decrease in headline operating profit margin | £ million | H1 2022 | +/(-) % reported | +/(-) % LFL | H1 2021 | | :--- | :--- | :--- | :--- | :--- | | Revenue | 6,755 | 10.2 | 8.7 | 6,133 | | Revenue less pass-through costs | 5,509 | 12.5 | 8.9 | 4,899 | | Reported Operating profit | 539 | 11.4 | | 484 | | Reported Profit before tax | 419 | 6.1 | - | 394 | | Reported Diluted EPS (p) | 22.7 | 10.2 | - | 20.6 | | Dividends per share (p) | 15.0 | 20.0 | - | 12.5 | | Headline Operating profit | 639 | 8.2 | - | 590 | | Headline Operating profit margin | 11.6% | (0.5pt*) | - | 12.1% | | Headline Profit before tax | 562 | 12.0 | - | 502 | | Headline Diluted EPS (p) | 33.0 | 15.0 | - | 28.7 | H1 and Q2 Financial Highlights In H1 2022, WPP experienced strong client demand and revenue growth across most business sectors and regions, particularly in the US and Germany, with robust new business performance, though headline operating profit margin slightly declined due to increased staff costs and travel resumption, and net debt rose primarily from share buybacks - Client demand remained strong across most business sectors and regions[13] - H1 reported revenue increased by 10.2%, with LFL revenue growth of 8.7% (Q2 at 9.3%)[13] - H1 revenue less pass-through costs increased by 12.5% reported, with LFL growth of 8.9% (up 9.4% from H1 2019)[13] - Q2 LFL revenue less pass-through costs grew 8.3%, with the US up 10.4%, UK up 6.2%, Germany up 11.5%, and China down 6.1% due to lockdowns[13] - Net new business billings reached $3.4 billion in the first half[13] - H1 headline operating profit margin was 11.6%, a decrease of 0.5 percentage points year-on-year, primarily due to increased staff costs and the resumption of business travel[13] - Adjusted net debt stood at £3.1 billion as of June 30, 2022, an increase of £1.6 billion year-on-year, including £1.1 billion in share buybacks since June 2021[13] Strategic progress, shareholder returns and outlook WPP CEO Mark Read highlighted broad growth in creative, media, and public relations businesses in the first half, driven by enhanced capabilities in commerce, experience, and technology, alongside continuous investment in creativity and talent, and successful client wins; the company was named most creative at Cannes Lions for the second consecutive year, invested in data capabilities, e-commerce platforms, and strategic acquisitions, with the transformation program on track to deliver £300 million in annual cost savings, declared an interim dividend of 15.0 pence (up 20%), and raised its full-year 2022 LFL revenue less pass-through costs growth guidance to 6.0-7.0% - WPP achieved broad growth in creative, media, and public relations businesses, driven by enhanced capabilities in commerce, experience, and technology[16] - The company was named the most creative company at the Cannes International Festival of Creativity for the second consecutive year[18][21] - Revenue less pass-through costs from high-growth areas like experience, commerce, and technology accounted for 39% of global integrated agencies (excluding GroupM)[21] - The company enhanced data capabilities through Choreograph, launched direct-to-consumer e-commerce platform Everymile, and made strategic acquisitions such as Village Marketing and Bower House Digital[21] - The transformation program is progressing well, expected to deliver £300 million in annual cost savings this year[21] - An interim dividend of 15.0 pence for 2022 was declared, representing a 20% increase year-on-year[21] - Full-year 2022 LFL revenue less pass-through costs growth guidance was raised to 6.0-7.0%, with headline operating profit margin expected to improve by approximately 50 basis points[21] First Half Performance and Strategic Initiatives This section reviews WPP's first-half performance, highlighting market conditions, financial results, client engagements, creative achievements, growth investments, transformation progress, and ESG initiatives Market Environment The advertising market remained strong in H1 2022, with global ad spend projected to grow 8.4% and digital ad revenue by 12%, while the US, UK, and German markets performed robustly, but China's ad growth forecast was downgraded due to lockdowns - The market remained strong in H1 2022, with global advertising expenditure projected to grow 8.4% (slightly below the December 2021 forecast of 9.7%), primarily due to China lockdowns[22] - Digital advertising revenue is expected to grow 12%, accounting for 67% of total advertising revenue[23] - The US advertising market is projected to grow 10.0%, the UK 9.3%, and Germany 9.1%; China's market growth forecast was downgraded to 3.3% (from an original forecast of 10.2%), reflecting the impact of H1 lockdowns[24] Performance and Progress WPP achieved significant growth in both revenue and revenue less pass-through costs in the first half, particularly excelling in high-growth areas like experience, commerce, and technology, with an increased share of digital billings, demonstrating strong momentum in its digital transformation | Metric | H1 2022 (£ billion) | H1 2021 (£ billion) | Reported Growth (%) | LFL Growth (%) | | :--- | :--- | :--- | :--- | :--- | | Revenue | 6.8 | 6.1 | 10.2 | 8.7 | | Revenue less pass-through costs | 5.5 | 4.9 | 12.5 | 8.9 | - Revenue less pass-through costs achieved LFL growth across most industries and major markets, with a three-year LFL growth of 9.4%[26] - Revenue less pass-through costs from high-growth areas like experience, commerce, and technology accounted for 39% of global integrated agencies (excluding GroupM), up from 35% in 2019[27] - GroupM's digital billings portfolio increased to 46%, with commerce billings growing 26% year-on-year[27] Clients and Partners WPP achieved strong growth in key sectors like technology, CPG, and healthcare, securing $3.4 billion in new business from clients including Audi, Danone, and Mars, while also forging strategic partnerships with tech giants like Epic Games and Instacart to expand into the metaverse and e-commerce - LFL revenue less pass-through costs in the technology, CPG, and healthcare & pharma sectors grew by 12%, 7%, and 7% respectively[28] - Net new business billings of $3.4 billion were secured in the first half, with key client wins including Audi, Audible, Danone, Mars, and Nationwide[29] - A partnership with Epic Games was established to help WPP agencies develop digital experiences in the metaverse[30] - A partnership with Instacart was formed to gain product insights, custom features, and a joint certification program[30] Creativity and Awards WPP was named "Most Creative Company of the Year" at the 2022 Cannes International Festival of Creativity for the second consecutive year, with its agencies Ogilvy and Mindshare also receiving numerous accolades, underscoring the company's leading position in creativity, effectiveness, and media - WPP was named "Most Creative Company of the Year" at the Cannes International Festival of Creativity for the second consecutive year, with its agencies winning 176 Lions, including 1 Titanium Lion, 4 Grand Prix, and 36 Gold Lions[32] - Ogilvy was awarded "Global Network of the Year" and ranked first in creativity and second in effectiveness in the 2022 WARC rankings[32][33] - Mindshare was named the "Number One Media Agency Network" by WARC for the third consecutive year[33] - GroupM maintained its position as the world's largest media agency group[34] Investment for Growth In the first half, WPP strengthened its capabilities in influencer marketing, marketing technology, e-commerce, and data through strategic acquisitions and organic investments, aiming to provide future-ready client services - Acquired Village Marketing, a North American influencer marketing leader, and Bower House Digital, an Australian marketing technology services firm[35] - Acquired Corebiz, a leading Latin American e-commerce agency, in July[36] - Organically invested in Choreograph (data capabilities), Everymile (commerce-as-a-service platform), and GroupM Nexus (programmatic and connected TV businesses)[37] Transformation Programme WPP's transformation program aims to achieve £600 million in annual cost efficiencies by 2025, with £300 million expected this year, as the company continues to simplify its organizational structure and enhance operational efficiency through campus consolidation, IT system modernization, optimized procurement strategies, and business mergers - The transformation program aims to achieve £600 million in annual cost efficiencies by 2025, with £300 million expected this year (based on 2019 baseline)[38] - 34 campus locations have been opened, housing approximately 50,000 employees, with a goal to open more by year-end, having half of employees working on campuses[39] - ERP systems Workday and Maconomy are being rolled out, with Maconomy having approximately 18,500 users[40] - Businesses were merged to simplify the organization, including Essence and MediaCom into EssenceMediacom, and Design Bridge and Superunion into Design Bridge and Partners[43] - Approximately 150 statutory entities were further streamlined in the first half[44] Purpose and ESG WPP is committed to attracting and retaining top talent, promoting DE&I, and supporting women's healthcare, while setting ambitious net-zero emission targets, achieving ESG rating recognition, and actively engaging in purpose-driven marketing, Ukrainian humanitarian aid, and economic recovery projects People WPP continues to invest in talent strategy, launching the "Making Space" initiative and updating benefits to support women's healthcare in the US, linking DE&I goals to leadership compensation, receiving recognition for LGBTQ+ equality, and committing $30 million to the "Racial Equity Programme" for various initiatives - Launched the "Making Space" initiative, offering company-wide breaks and activities for employees[45] - Updated benefits to provide travel funding support for women's healthcare (including abortion care) in the US[45] - Linked DE&I goals to leadership compensation and performance reviews, and was recognized as a best place to work for LGBTQ+ equality[46] - Committed $30 million to the "Racial Equity Programme," funding initiatives such as GroupM GradX Africa Academy, RGBlack, and GIZMOLOGY[47] Planet WPP is committed to achieving net-zero carbon emissions in its own operations by 2025 and across its supply chain by 2030, with science-based reduction targets, and has received strong ESG ratings while introducing a framework to measure and reduce advertising carbon emissions - Committed to reducing carbon emissions from its own operations to net-zero by 2025 and across its supply chain to net-zero by 2030[48] - Set science-based reduction targets: at least 84% reduction in Scope 1 and 2 emissions by 2025, and at least 50% reduction in Scope 3 emissions by 2030 (all against a 2019 baseline)[48] - Received an "A-" rating from CDP and a "Prime" ESG rating from ISS[49] - GroupM launched a framework to measure and reduce advertising carbon emissions[50] Clients WPP supports clients' brand strategies and sustainability goals through purpose-driven marketing campaigns, earning recognition at the Cannes International Festival of Creativity for socially impactful work for clients like Cadbury, Dell/Intel, and Maxx Flash - Clients are prioritizing purpose and sustainability at the forefront of their brand strategies[51] - Received Grand Prix awards at the Cannes International Festival of Creativity for purpose-driven work including Cadbury's personalized advertising, Dell and Intel's "I Will Always Be Me" campaign, and Maxx Flash's "The Killer Pack"[51] Communities WPP supported its Ukrainian employees and divested its Russian operations, incurring a £65 million disposal loss; the company partnered with UNHCR to raise over $150 million for Ukrainian refugees and collaborated with the Ukrainian government on the "Advantage Ukraine" campaign to support economic recovery - Divested its Russian operations, resulting in a £65 million disposal loss, with Russian operations accounting for approximately 0.6% of WPP's revenue less pass-through costs in 2021[52] - Partnered with UNHCR to raise over $150 million for Ukrainian refugees, including over $1.3 million matched by WPP employees[53] - Collaborated with the Ukrainian government on the "Advantage Ukraine" campaign to support the country's economic recovery and attract investment[53] 2022 Guidance and Financial Results This section outlines WPP's updated 2022 guidance, including increased revenue growth expectations and profit margin improvements, alongside a detailed review of its unaudited headline income statement, business sector performance, regional contributions, operating profitability, exceptional items, interest and tax, and earnings and dividend 2022 Guidance WPP raised its full-year 2022 LFL revenue less pass-through costs growth guidance to 6.0-7.0% and expects headline operating profit margin to improve by approximately 50 basis points, confident in achieving its medium-term targets and planning to complete approximately £800 million in share buybacks in 2022 - Full-year 2022 LFL revenue less pass-through costs growth guidance was raised to 6.0-7.0% (previously 5.5-6.5%)[57] - Headline operating profit margin is expected to improve by approximately 50 basis points, reflecting revenue growth momentum but impacted by inflationary costs, China lockdowns, and investments in growth areas[57] - The effective tax rate is projected to be approximately 25.5%[57] - Capital expenditure is estimated at £350-400 million, with approximately £100 million related to ERP system deployment[57] - Trade working capital is expected to be flat year-on-year[57] - Approximately £800 million in share buybacks are expected to be executed in 2022, with £637 million already completed[57] - Medium-term targets include annual revenue less pass-through costs growth of 3-4% and a headline operating profit margin of 15.5-16%[54] Unaudited Headline Income Statement In H1 2022, WPP's headline revenue and revenue less pass-through costs both achieved double-digit growth, with steady increases in headline operating profit and profit before tax, though headline operating profit margin slightly declined, and diluted EPS grew significantly by 15.0% | Six months ended (£ million) | 30 June 2022 | 30 June 2021 | +/(-) % reported | +/(-) % LFL | | :--- | :--- | :--- | :--- | :--- | | Revenue | 6,755 | 6,133 | 10.2 | 8.7 | | Revenue less pass-through costs | 5,509 | 4,899 | 12.5 | 8.9 | | Operating profit | 639 | 590 | 8.2 | | | Operating profit margin % | 11.6% | 12.1% | (0.5)pt | | | Income from associates | 12 | 29 | (56.5) | | | PBIT | 651 | 619 | 5.3 | | | Net finance costs | (89) | (117) | 23.7 | | | Profit before tax | 562 | 502 | 12.0 | | | Tax | (143) | (115) | (25.2) | | | Profit after tax | 419 | 387 | 8.2 | | | Non-controlling interests | (43) | (34) | (24.9) | | | Profit attributable to shareholders | 376 | 353 | 6.5 | | | Diluted EPS | 33.0p | 28.7p | 15.0 | | - Reported total billings were £24.6 billion, an increase of 5.1% year-on-year, with LFL growth of 3.9%[59] - Reported revenue increased by 10.2% to £6.8 billion, with LFL growth of 8.7%[60] - Reported revenue less pass-through costs increased by 12.5%, with LFL growth of 8.9%[61] Business Sector Review In H1 2022, WPP's Global Integrated Agencies, Public Relations, and Specialist Agencies all achieved LFL revenue and revenue less pass-through costs growth, with Public Relations and Specialist Agencies showing particularly strong LFL growth rates, and operating profit improving across all sectors Revenue Analysis by Sector In H1 2022, WPP's Global Integrated Agencies, Public Relations, and Specialist Agencies all demonstrated growth in reported and LFL revenue, with the Public Relations sector showing the most significant reported revenue increase | | Q2 | | | H1 | | | | :--- | :--- | :--- | :--- | :--- | :--- | :--- | | | £m +/(-) % reported | | +/(-) % LFL | £m +/(-) % reported | | +/(-) % LFL | | Global Int. Agencies | 3,111 | 13.0 | 10.2 | 5,701 | 9.6 | 9.3 | | Public Relations | 302 | 28.0 | 9.0 | 572 | 27.2 | 11.2 | | Specialist Agencies | 251 | 1.5 | (0.3) | 482 | 0.5 | 0.2 | | Total Group | 3,664 | 13.3 | 9.3 | 6,755 | 10.2 | 8.7 | Revenue Less Pass-Through Costs Analysis by Sector In H1 2022, all of WPP's business sectors achieved LFL growth in revenue less pass-through costs, with Specialist Agencies showing the strongest performance and Public Relations recording the highest reported growth rate | | Q2 | | | H1 | | | | :--- | :--- | :--- | :--- | :--- | :--- | :--- | | | £m | +/(-) % | +/(-) % LFL | £m | +/(-) % | +/(-) % LFL | | | reported | | | reported | | | | Global Int. Agencies | 2,432 | 13.1 | 8.2 | 4,538 | 10.8 | 8.4 | | Public Relations | 283 | 26.7 | 7.3 | 545 | 27.0 | 10.5 | | Specialist Agencies | 220 | 14.6 | 10.9 | 426 | 14.3 | 11.9 | | Total Group | 2,935 | 14.4 | 8.3 | 5,509 | 12.5 | 8.9 | Headline Operating Profit Analysis by Sector In H1 2022, all of WPP's business sectors achieved growth in headline operating profit, with Public Relations demonstrating the highest profit margin and Specialist Agencies showing the most significant margin improvement | £ million | 2022 | % margin* | 2021 | % margin* | | :--- | :--- | :--- | :--- | :--- | | Global Int. Agencies | 507 | 11.2 | 489 | 11.9 | | Public Relations | 83 | 15.2 | 63 | 14.8 | | Specialist Agencies | 49 | 11.4 | 38 | 10.3 | | Total Group | 639 | 11.6 | 590 | 12.1 | - Global Integrated Agencies' LFL revenue less pass-through costs grew 8.4% in H1 and 8.2% in Q2, with all integrated agencies achieving growth[66] - Public Relations' LFL revenue less pass-through costs grew 10.5% in H1 and 7.3% in Q2, with H+K performing particularly strongly, driven by purpose-related communications and ESG consulting[67] - Specialist Agencies' LFL revenue less pass-through costs grew 11.9% in H1 and 10.9% in Q2, with CMI and Landor & Fitch showing strong performance[68] Regional Review In H1 2022, WPP achieved LFL revenue and revenue less pass-through costs growth across all major regions, including North America, the UK, Western Continental Europe, and Asia Pacific/Latin America/Africa/Middle East/Central & Eastern Europe, with North America and Latin America showing particularly strong performance, while the Chinese market was weak due to lockdowns Revenue Analysis by Region In H1 2022, WPP's North America and Asia Pacific/Latin America/Africa/Middle East/Central & Eastern Europe regions demonstrated the most significant growth in reported and LFL revenue, indicating strong momentum in these markets | | Q2 | | | H1 | | | | :--- | :--- | :--- | :--- | :--- | :--- | :--- | | | £m | % reported | % | £m | % reported | % | | | | | LFL | | | LFL | | N. America | 1,399 | 24.9 | 12.4 | 2,586 | 18.4 | 10.9 | | United Kingdom | 495 | 0.3 | 1.0 | 956 | 3.1 | 3.2 | | W Cont. Europe | 731 | 0.4 | 3.7 | 1,352 | 0.9 | 5.3 | | AP, LA, AME, CEE6 | 1,039 | 16.3 | 14.8 | 1,861 | 10.7 | 11.8 | | Total Group | 3,664 | 13.3 | 9.3 | 6,755 | 10.2 | 8.7 | Revenue Less Pass-Through Costs Analysis by Region In H1 2022, WPP's North America and Asia Pacific/Latin America/Africa/Middle East/Central & Eastern Europe regions showed outstanding LFL growth in revenue less pass-through costs, with the UK and Western Continental Europe also achieving solid growth | | Q2 | | | H1 | | | | :--- | :--- | :--- | :--- | :--- | :--- | :--- | | | £m | % reported | % | £m | % reported | % | | | | | LFL | | | LFL | | N. America | 1,173 | 26.0 | 10.2 | 2,189 | 20.4 | 9.5 | | United Kingdom | 385 | 7.2 | 6.2 | 737 | 8.4 | 7.1 | | W Cont. Europe | 579 | 3.6 | 6.6 | 1,086 | 3.4 | 7.7 | | AP, LA, AME, CEE | 798 | 11.4 | 8.0 | 1,497 | 10.8 | 9.8 | | Total Group | 2,935 | 14.4 | 8.3 | 5,509 | 12.5 | 8.9 | Headline Operating Profit Analysis by Region In H1 2022, WPP's North America and Asia Pacific/Latin America/Africa/Middle East/Central & Eastern Europe regions achieved significant growth in headline operating profit, while the UK and Western Continental Europe experienced a decline in profit margins; North America's LFL revenue less pass-through costs grew 9.5%, driven by GroupM, Hogarth, Superunion, and H+K | £ million | 2022 | % margin* | 2021 | % margin* | | :--- | :--- | :--- | :--- | :--- | | N. America | 300 | 13.7 | 271 | 14.9 | | United Kingdom | 67 | 9.1 | 83 | 12.3 | | W Cont. Europe | 99 | 9.1 | 104 | 9.9 | | AP, LA, AME, CEE | 173 | 11.6 | 132 | 9.7 | | Total Group | 639 | 11.6 | 590 | 12.1 | - North America's LFL revenue less pass-through costs grew 9.5% in H1 and 10.2% in Q2, primarily driven by GroupM, Hogarth, Superunion, and H+K[71][72] - The UK's LFL revenue less pass-through costs grew 7.1% in H1 and 6.2% in Q2, with AKQA Group, H+K, and Landor & Fitch achieving double-digit growth[72] - Western Continental Europe's LFL revenue less pass-through costs grew 7.7% in H1 and 6.6% in Q2, with strong performance in Germany and Spain, while France was impacted by client losses in 2021[73] - Asia Pacific, Latin America, Africa & Middle East, and Central & Eastern Europe's LFL revenue less pass-through costs grew 9.8% in H1 and 8.0% in Q2, with Latin America performing strongest and continued growth in India offsetting weakness in the Chinese market[74] Operating Profitability In H1 2022, WPP's reported profit before tax and profit after tax both increased, as did headline EBITDA and headline operating profit; however, headline operating profit margin decreased by 50 basis points to 11.6%, primarily due to a significant rise in staff costs, despite a recovery in travel expenses and reduced facility costs from campus consolidation - Reported profit before tax was £419 million, an increase of 6.1% year-on-year[75] - Headline EBITDA grew 6.5% to £745 million, and headline operating profit increased by 8.2% to £639 million[76] - Headline operating profit margin decreased by 50 basis points to 11.6%[77] - Staff costs (excluding incentives) increased by 16.7% year-on-year to £3.8 billion, reflecting an increase in headcount and the full impact of 2021 salary adjustments[77] - Travel expenses increased by 84.6% year-on-year to £96 million[77] - The Group's average headcount for the first half was 113,000, an increase of 10.8% year-on-year[78] Exceptional Items In H1 2022, WPP recorded a net exceptional loss of £100 million, primarily stemming from restructuring and transformation costs, losses from the divestment of Russian operations, and amortization and impairment of acquired intangible assets, partially offset by gains on equity remeasurement - The net exceptional loss for the first half was £100 million, primarily comprising restructuring and transformation costs, losses from the divestment of Russian operations, and amortization and impairment of acquired intangible assets[79] - This loss was partially offset by gains on equity remeasurement[79] Interest and Taxes WPP's net finance costs decreased by £28 million year-on-year to £89 million in the first half, driven by increased investment income, reduced bond debt, and higher cash interest income; both headline and reported tax rates increased, with a slight further increase expected in the coming years - Net finance costs decreased by £28 million year-on-year to £89 million, primarily due to increased investment income, reduced bond debt, and higher cash interest income[80] - The headline tax rate (based on headline profit before tax) was 25.5% (2021: 22.8%), and the reported tax rate (based on reported profit before tax) was 28.1% (2021: 27.2%)[81] - Tax rates are expected to increase slightly in the coming years, influenced by the geographical composition of the Group's profits and changes in the international tax environment[81] Earnings and Dividend In H1 2022, WPP's headline profit before tax and profit attributable to shareholders both increased, with headline diluted EPS growing significantly by 15.0% to 33.0 pence, and the Board declared an interim dividend of 15.0 pence, a 20% increase year-on-year - Headline profit before tax increased by 12.0% to £562 million[82] - Profit attributable to shareholders was £258 million, an increase of 2.0% year-on-year[82] - Headline diluted EPS increased by 15.0% year-on-year to 33.0 pence[82] - The Board declared a 2022 interim dividend of 15.0 pence, representing a 20% increase year-on-year[83] Financial Statements and Notes This section presents WPP's financial statements and detailed notes, covering cash flow, balance sheet highlights, interim income, comprehensive income, cash flow, and balance sheet statements, along with comprehensive notes on accounting policies, currency conversion, cost structures, associate performance, finance income/costs, segmental analysis, taxation, dividends, EPS, cash flow analysis, net debt, goodwill, receivables, payables, related party transactions, going concern, liquidity risk, and fair value measurement of financial instruments Cash Flow Highlights In H1 2022, WPP's net cash outflow significantly increased to £2.2 billion, primarily due to a partial reversal of the strong working capital position at the end of 2021, substantially higher share buybacks, 2021 bonus payments, and temporary collection issues caused by China lockdowns | Six months ended (£ million) | 30 June 2022 | 30 June 2021 | | :--- | :--- | :--- | | Operating profit | 539 | 484 | | Depreciation and amortisation | 255 | 250 | | Impairments and investment write-downs | 8 | 8 | | Lease payments (inc interest) | (190) | (202) | | Non-cash compensation | 67 | 44 | | Net interest paid | (60) | (65) | | Tax paid | (163) | (163) | | Capex | (117) | (138) | | Earnout payments | (63) | (14) | | Other | (9) | (44) | | Trade working capital | (1,015) | (464) | | Other receivables, payables and provisions | (726) | (41) | | Free cash flow | (1,474) | (345) | | Disposal proceeds | 34 | 43 | | Net initial acquisition payments | (46) | (252) | | Share purchases | (681) | (298) | | Net cash flow | (2,167) | (852) | - Net cash outflow for the first half was £2.2 billion, compared to £852 million in H1 2021[85] - Key drivers included a partial reversal of the strong working capital position in December 2021, significantly higher share buybacks, payment of accrued bonuses for FY2021, and temporary collection issues due to China lockdowns[85] Balance Sheet Highlights As of June 30, 2022, WPP held £1.5 billion in cash and cash equivalents, with total liquidity (including undrawn credit facilities) reaching £3.4 billion; adjusted net debt increased to £3.1 billion, primarily due to £681 million in share buybacks during the first half, resulting in an average adjusted net debt to EBITDA ratio of 1.2x, expected to be slightly below the target leverage range by year-end - As of June 30, 2022, cash and cash equivalents were £1.5 billion, with total liquidity (including undrawn credit facilities) at £3.4 billion[86] - Average adjusted net debt for the first half was £2.4 billion, compared to £1.4 billion in the prior year period[86] - As of June 30, 2022, adjusted net debt was £3.1 billion, an increase of £1.6 billion year-on-year[86] - £681 million was used for share buybacks in the first half, with £1.1 billion in share buybacks completed since June 2021[87] - The average maturity of the bond portfolio was 6.8 years as of June 30, 2022[87] - The average adjusted net debt to EBITDA ratio for the last 12 months was 1.2x, expected to be slightly below the target leverage range of 1.5-1.75x by year-end[87] Unaudited Condensed Consolidated Interim Income Statement In H1 2022, WPP's reported revenue and gross profit both increased, but profit before tax and profit attributable to parent company shareholders saw relatively modest growth due to the negative impact of associates' share of results; diluted EPS rose from 20.6 pence to 22.7 pence | £ million | 30 June 2022 | 30 June 2021 | | :--- | :--- | :--- | | Revenue | 6,755.3 | 6,132.5 | | Costs of services | (5,708.1) | (5,196.1) | | Gross profit | 1,047.2 | 936.4 | | General and administrative costs | (508.5) | (452.8) | | Operating profit | 538.7 | 483.6 | | Share of results of associates | (63.8) | 40.0 | | Profit before interest and taxation | 474.9 | 523.6 | | Finance and investment income | 55.5 | 30.1 | | Finance costs | (144.9) (147.2) | | | Revaluation and retranslation of financial instruments | 33.1 | (12.1) | | Profit before taxation | 418.6 | 394.4 | | Taxation | (117.5) | (107.1) | | Profit for the period | 301.1 | 287.3 | | Attributable to: Equity holders of the parent | 257.9 | 252.7 | | Non-controlling interests | 43.2 | 34.6 | | Basic earnings per ordinary share | 23.1p | 20.9p | | Diluted earnings per ordinary share | 22.7p | 20.6p | Unaudited Condensed Consolidated Interim Statement of Comprehensive Income In H1 2022, WPP's total comprehensive income significantly increased to £656.4 million, primarily driven by a £459.7 million gain from exchange adjustments on foreign currency net investments, reversing the loss from the prior year period | £ million | 30 June 2022 | 30 June 2021 | | :--- | :--- | :--- | | Profit for the period | 301.1 | 287.3 | | Exchange adjustments on foreign currency net investments | 459.7 | (174.9) | | (Loss)/gain on net investment hedges | (129.9) | 73.4 | | Cash flow hedges: Fair value gain/(loss) arising on hedging instruments | 18.7 | (31.4) | | Less: (loss)/gain reclassified to profit or loss | (18.7) | 31.4 | | Share of other comprehensive income of associates undertakings | 30.7 | — | | Movements on equity investments held at fair value through other comprehensive income | (5.2) | 27.2 | | Other comprehensive income/(loss) relating to the period | 355.3 | (74.3) | | Total comprehensive income relating to the period | 656.4 | 213.0 | | Attributable to: Equity holders of the parent | 593.3 | 183.9 | | Non-controlling interests | 63.1 | 29.1 | Unaudited Condensed Consolidated Interim Cash Flow Statement In H1 2022, WPP's net cash outflow from operating activities significantly increased to £1,110.8 million, while cash outflow from investing activities decreased, but cash outflow from financing activities increased, leading to a substantial net decrease in cash and cash equivalents of £2,139.3 million | £ million | 30 June 2022 | 30 June 2021 | | :--- | :--- | :--- | | Net cash (outflow)/inflow from operating activities | (1,110.8) | 39.2 | | Net cash outflow from investing activities | (186.0) | (282.1) | | Net cash outflow from financing activities | (842.5) | (644.7) | | Net decrease in cash and cash equivalents | (2,139.3) | (887.6) | | Cash and cash equivalents at beginning of period | 3,540.6 | 4,337.1 | | Cash and cash equivalents at end of period | 1,489.3 | 3,346.9 | Unaudited Condensed Consolidated Interim Balance Sheet As of June 30, 2022, WPP's total assets and net assets both increased, with intangible assets (goodwill) significantly rising due to exchange rate movements; current liabilities exceeded current assets, leading to an increase in net current liabilities, and total equity also grew | £ million | 30 June 2022 | 31 December 2021 | | :--- | :--- | :--- | | Non-current assets | 13,415.1 | 12,535.2 | | Current assets | 13,600.6 | 15,335.6 | | Current liabilities | (14,882.8) | (16,485.4) | | Net current liabilities | (1,282.2) | (1,149.8) | | Total assets less current liabilities | 12,132.9 | 11,385.4 | | Non-current liabilities | (7,862.5) | (7,316.4) | | Net assets | 4,270.4 | 4,069.0 | | Total equity | 4,270.4 | 4,069.0 | | Goodwill | 8,237.5 | 7,612.3 | | Cash and short-term deposits | 1,775.0 | 3,882.9 | | Trade and other receivables (current) | 11,716.1 | 11,362.3 | | Trade and other payables (current) | (13,934.9) | (15,252.3) | Unaudited Condensed Consolidated Interim Statement of Changes in Equity In H1 2022, WPP's total equity increased from £4,069.0 million at the beginning of the period to £4,270.4 million, primarily driven by profit for the period, exchange adjustments on foreign currency net investments, and non-cash share-based incentive plans, partially offset by share cancellations and dividends paid | £ million | 1 January 2022 | 30 June 2022 | | :--- | :--- | :--- | | Total equity | 4,069.0 | 4,270.4 | | Profit for the period | — | 301.1 | | Exchange adjustments on foreign currency net investments | — | 459.7 | | Loss on net investment hedges | — | (129.9) | | Share cancellations | — | (637.3) | | Non-cash share-based incentive plans | — | 67.3 | | Dividends paid to non-controlling interests | — | (37.2) | Notes to the Financial Statements The notes to the financial statements provide detailed information on WPP's accounting basis, policies, currency conversion, cost components, associate performance, financial income/costs, segmental information, taxation, dividends, EPS, cash flow, balance sheet items, related party transactions, going concern and liquidity risk, and fair value measurement of financial instruments Basis of Accounting and Policies WPP's condensed consolidated interim financial statements are prepared on a historical cost basis, adhering to IAS 34 and IFRS accounting policies; the adoption of IFRS 9 hedge accounting requirements in this period had no material impact, and prior period equity restatements due to tax asset and liability adjustments are disclosed - The condensed consolidated interim financial statements are prepared on a historical cost basis and comply with IAS 34 and IFRS accounting policies[104][105] - IFRS 9 hedge accounting requirements were adopted from January 1, 2022, with no material impact on the financial statements[107] - Prior period financial statements were restated due to an error in historical tax asset and liability adjustments, resulting in an overstatement of equity by £116.3 million as of January 1, 2021[108] Currency Conversion WPP's financial statements are presented in Pounds Sterling; in H1 2022, the average exchange rate for USD to GBP was 1.30 (1.39 in H1 2021), and EUR to GBP was 1.19 (1.15 in H1 2021), with period-end rates as of June 30, 2022, being 1.22 for USD to GBP and 1.16 for EUR to GBP - The Group's presentation currency is Pounds Sterling[111] | Currency | Average Exchange Rate 30 June 2022 | Average Exchange Rate 30 June 2021 | Period-End Exchange Rate 30 June 2022 | Period-End Exchange Rate 31 December 2021 | | :--- | :--- | :--- | :--- | :--- | | USD to GBP | 1.30 | 1.39 | 1.22 | 1.35 | | EUR to GBP | 1.19 | 1.15 | 1.16 | 1.19 | Costs of Services and General & Administrative Costs In H1 2022, WPP's costs of services and general and administrative costs both increased, primarily driven by higher staff costs (especially wages and salaries) and media pass-through costs; during the period, the company incurred a £48.1 million loss on disposal from divesting its Russian operations and £75.3 million in restructuring and transformation costs related to IT transformation and operational simplification | £ million | 30 June 2022 | 30 June 2021 | | :--- | :--- | :--- | | Costs of services | 5,708.1 | 5,196.1 | | General and administrative costs | 508.5 | 452.8 | | Total | 6,216.6 | 5,648.9 | | £ million | 30 June 2022 | 30 June 2021 | | :--- | :--- | :--- | | Staff costs | 3,930.7 | 3,473.3 | | Establishment costs | 262.8 | 264.8 | | Media pass-through costs | 1,016.7 | 857.0 | | Other costs of services and general and administrative costs | 1,006.4 | 1,053.8 | | Total | 6,216.6 | 5,648.9 | - Losses on disposal of investments and subsidiaries in 2022 amounted to £48.1 million, primarily including a £65.1 million loss from the divestment of Russian operations[118] - Restructuring and transformation costs were £75.3 million, of which £59.5 million related to the IT transformation program, including £46.3 million for the new ERP system rollout[116] Share of Results of Associates In H1 2022, WPP's share of results of associates was a negative £63.8 million, primarily due to £76.1 million in exceptional losses, including amortization of acquired intangible assets and restructuring costs, contrasting with a positive contribution in the prior year period | £ million | 30 June 2022 | 30 June 2021 | | :--- | :--- | :--- | | Share of profit before interest and taxation | 93.3 | 85.9 | | Share of exceptional (losses)/gains | (76.1) | 11.7 | | Share of interest and non-controlling interests | (58.9) | (39.1) | | Share of taxation | (22.1) | (18.5) | | Total | (63.8) | 40.0 | - In H1 2022, exceptional losses from associates amounted to £76.1 million, primarily including amortization of acquired intangible assets and restructuring costs[120] Finance and Investment Income/Costs In H1 2022, WPP's finance and investment income increased to £55.5 million, mainly from equity investments and interest income; finance costs remained stable, while revaluation and retranslation of financial instruments generated a £33.1 million gain, reversing the prior year's loss | £ million | 30 June 2022 | 30 June 2021 | | :--- | :--- | :--- | | Income from equity investments | 20.1 | 5.0 | | Interest income | 35.4 | 25.1 | | Total Finance and investment income | 55.5 | 30.1 | | Interest payable and similar charges | 98.9 | 101.5 | | Interest expense related to lease liabilities | 46.0 | 45.7 | | Total Finance costs | 144.9 | 147.2 | | Revaluation and retranslation of financial instruments | 33.1 | (12.1) | Segmental Analysis In H1 2022, WPP's Global Integrated Agencies, Public Relations, and Specialist Agencies all achieved growth in revenue, revenue less pass-through costs, and headline operating profit; North America led in revenue and profit contribution, while the UK and Western Continental Europe experienced a decline in headline operating profit margins | £ million | 30 June 2022 | 30 June 2021 | | :--- | :--- | :--- | | Revenue by Operating Sector: | | | | Global Integrated Agencies | 5,701.0 | 5,202.9 | | Public Relations | 572.4 | 449.9 | | Specialist Agencies | 481.9 | 479.7 | | Revenue less pass-through costs by Operating Sector: | | | | Global Integrated Agencies | 4,538.2 | 4,097.3 | | Public Relations | 545.4 | 429.4 | | Specialist Agencies | 425.9 | 372.5 | | Headline operating profit by Operating Sector: | | | | Global Integrated Agencies | 507.5 | 488.6 | | Public Relations | 83.0 | 63.5 | | Specialist Agencies | 48.6 | 38.3 | | Revenue by Geographical Area: | | | | North America | 2,586.5 | 2,183.7 | | United Kingdom | 956.1 | 927.0 | | Western Continental Europe | 1,352.0 | 1,340.6 | | Asia Pacific, Latin America, Africa & Middle East and Central & Eastern Europe | 1,860.7 | 1,681.2 | | Revenue less pass-through costs by Geographical Area: | | | | North America | 2,188.9 | 1,817.6 | | United Kingdom | 737.0 | 679.7 | | Western Continental Europe | 1,086.1 | 1,050.0 | | Asia Pacific, Latin America, Africa & Middle East and Central & Eastern Europe | 1,497.5 | 1,351.9 | | Headline operating profit by Geographical Area: | | | | North America | 299.7 | 271.4 | | United Kingdom | 67.3 | 83.5 | | Western Continental Europe | 98.7 | 103.7 | | Asia Pacific, Latin America, Africa & Middle East and Central & Eastern Europe | 173.4 | 131.8 | Taxation In H1 2022, WPP's reported profit before tax rate was 28.1%, higher than the prior year, with the company expecting a slight increase in tax rates in the coming years due to the geographical composition of profits and changes in the international tax environment; the Group's assessment of tax liabilities is based on its best estimate of tax authorities' acceptance of its positions, currently not anticipating significant risks leading to material additional charges or credits - The reported profit before tax rate was 28.1% (2021: 27.2%)[128] - Tax rates are expected to increase slightly in the coming years, influenced by the geographical composition of the Group's profits and changes in the international tax environment[128] - The Group's assessment of tax liabilities is based on its best estimate of tax authorities' acceptance of its positions, currently not anticipating significant risks leading to material additional charges or credits[130] Ordinary Dividends WPP's Board recommended an interim dividend of 15.0 pence for 2022, a 20% increase year-on-year, payable on November 1, 2022, following the payment of the 2021 final dividend of 18.7 pence on July 8, 2022 - The Board recommended a 2022 interim dividend of 15.0 pence (2021: 12.5 pence), an increase of 20% year-on-year[131] - The record date for the interim dividend is October 14, 2022, with payment on November 1, 2022[131] Earnings Per Share In H1 2022, WPP's reported diluted EPS increased from 20.6 pence to 22.7 pence, and headline diluted EPS rose from 28.7 pence to 33.0 pence, both showing significant growth, primarily driven by improved profitability and a reduced weighted average number of shares | | 30 June 2022 | 30 June 2021 | | :--- | :--- | :--- | | Reported earnings (£ million) | 257.9 | 252.7 | | Headline earnings (£ million) | 375.7 | 352.7 | | Weighted average shares used in basic EPS calculation (million) | 1,115.2 | 1,211.9 | | Reported EPS | 23.1p | 20.9p | | Headline EPS | 33.7p | 29.1p | | Weighted average shares used in diluted EPS calculation (million) | 1,137.8 | 1,229.0 | | Diluted reported EPS | 22.7p | 20.6p | | Diluted headline EPS | 33.0p | 28.7p | Cash Flow Analysis In H1 2022, WPP's net cash outflow from operating activities significantly increased to £1,110.8 million, primarily influenced by movements in trade working capital and payables; cash outflow from investing activities decreased, while cash outflow from financing activities increased, mainly due to share repurchases and bond repayments | £ million | 30 June 2022 | 30 June 2021 | | :--- | :--- | :--- | | Net cash (outflow)/inflow from operating activities | (1,110.8) | 39.2 | | Cash (used in)/generated by operations | (885.6) | 279.9 | | Movements in trade working capital | (1,015.3) | (464.1) | | Movements in other working capital and provisions | (725.9) | (41.2) | | Net cash outflow from investing activities | (186.0) | (282.1) | | Net cash outflow from financing activities | (842.5) | (644.7) | | Share repurchases and buy-backs | (680.5) | (297.6) | | Repayment of €250 million bonds | (209.3) | — | - Trade working capital typically experiences an outflow in the first half of the financial year and an inflow in the second half, primarily related to the seasonality of media buying activities[137] Cash and Cash Equivalents and Adjusted Net Debt As of June 30, 2022, WPP's cash and cash equivalents stood at £1,489.3 million, while adjusted net debt increased to £3,134.8 million, primarily due to a decrease in short-term deposits and an increase in bonds and bank loans; the company's bond portfolio had an average maturity of 6.8 years | £ million | 30 June 2022 | 31 December 2021 | | :--- | :--- | :--- | | Cash and cash equivalents | 1,489.3 | 3,540.6 | | Adjusted net debt | (3,134.8) | (901.1) | | Bonds due after one year | (4,373.0) | (4,216.8) | | Loans due after one year | (247.7) | — | - As of June 30, 2022, the company's bond portfolio had an average maturity of 6.8 years[87] Goodwill and Acquisitions In H1 2022, WPP's goodwill from subsidiaries increased by £625.2 million due to exchange rate translation effects; acquisitions completed during the period were not material to revenue and operating profit, and no indicators of goodwill impairment were identified - Goodwill from subsidiaries increased by £625.2 million due to exchange rate translation effects[145] - Acquisitions completed during the period were not material to revenue and operating profit[146] - No indicators of goodwill impairment were identified as of June 30, 2022[146] Trade and Other Receivables As of June 30, 2022, WPP's total trade and other receivables amounted to £11,716.1 million, with net trade receivables at £6,491.7 million; bad debt expense for the period was £11.5 million, reflecting an increase in expected credit losses, and the carrying value of trade and other receivables approximated their fair value | £ million | 30 June 2022 | 31 December 2021 | | :--- | :--- | :--- | | Trade receivables (net of loss allowance) | 6,491.7 | 6,600.5 | | Work in progress | 343.8 | 254.0 | | Accrued income | 3,516.4 | 3,435.7 | | Total Current Trade and other receivables | 11,716.1 | 11,362.3 | | Total Non-current Trade and other receivables | 198.2 | 152.6 | - Bad debt expense for the period was £11.5 million, reflecting an increase in expected credit losses since December 31, 2021[150] - The loss allowance represented 1.1% of gross trade receivables[150] Trade and Other Payables As of June 30, 2022, WPP's current trade and other payables totaled £13,934.9 million, with trade payables at £9,674.4 million; non-current trade and other payables amounted to £640.7 million, primarily comprising payments due to vendors (contingent consideration) and liabilities from put option agreements, and the company believes the carrying value of trade and other payables approximates their fair value | £ million | 30 June 2022 | 31 December 2021 | | :--- | :--- | :--- | | Trade payables (current) | 9,674.4 | 10,596.9 | | Deferred income (current) | 1,457.2 | 1,334.0 | | Payments due to vendors (earnout agreements) (current) | 40.0 | 85.6 | | Other creditors and accruals (current) | 2,691.1 | 2,959.3 | | Total Current Trade and other payables | 13,934.9 | 15,252.3 | | Payments due to vendors (earnout agreements) (non-current) | 133.1 | 111.1 | | Liabilities in respect of put option agreements with vendors (non-current) | 329.5 | 333.1 | | Total Non-current Trade and other payables | 640.7 | 619.9 | - The company believes the carrying value of trade and other payables approximates their fair value[154][155] Related Party Transactions WPP has ongoing transactions with associates, including sales, purchases, IT services, and property-related dealings with Kantar; in H1 2022, revenue from US associate Compas was £39.9 million, and as of June 30, 2022, amounts owed by related parties were £70.7 million, while amounts owed to related parties were £72.8 million - The Group has ongoing transactions with Kantar, including sales, purchases, IT services, subleases, and property-related items[160] - In H1 2022, revenue related to US associate Compas was £39.9 million[160] | £ million | 30 June 2022 | 31 December 2021 | | :--- | :--- | :--- | | Amounts owed by related parties | 70.7 | 76.0 | | Amounts owed to related parties | (72.8) | (57.6) | Going Concern and Liquidity Risk WPP's Board assesses that the company possesses sufficient liquidity and can comply with banking covenants in the foreseeable future, even with an 11-12% decline in revenue less pass-through costs, thus the financial statements are prepared on a going concern basis without significant uncertainties - The Board believes that even with an 12% decline in revenue less pass-through costs in 2022 and an 11% decline in 2023, the company can operate under existing financing arrangements and comply with banking covenants[162] - The Board considers the Group to have sufficient liquidity to meet its needs for the foreseeable future and has prepared the financial statements on a going concern basis[162][163] Financial Instruments WPP's financial instruments are measured at fair value across three levels, with payments due to vendors (contingent consideration) and put option liabilities' fair values dependent on future financial performance, using a weighted average growth rate of 14.7% and a risk-adjusted discount rate of 7.7%; sensitivity analysis indicates that minor changes in growth or discount rates would impact the liability amount by approximately £8-9 million | £ million | Level 1 | Level 2 | Level 3 | | :--- | :--- | :--- | :--- | | 30 June 2022 | | | | | Derivatives in designated hedge relationships (liabilities) | — | (64.2) | — | | Held at fair value through profit or loss: | | | | | Other investments | 0.4 | — | 241.1 | | Derivative assets | — | 2.2 | — | | Derivative liabilities | — | (3.9) | — | | Payments due to vendors (earnout agreements) | — | — | (173.1) | | Liabilities in respect of put options | — | — | (397.8) | | Held at fair value through other comprehensive income: | | | | | Other investments | 19.2 | — | 112.2 | - The fair value of payments due to vendors (contingent consideration) and put option liabilities depends on future financial performance, with a weighted average growth rate of 14.7% and a weighted average risk-adjusted discount rate of 7.7%[167] - Minor changes in growth or discount rates (e.g., 1 percentage point or 0.5 percentage points) would impact the consolidated liabilities by approximately £8.2 million to £9.0 million[168] Risks and Forward-Looking Statements This section outlines WPP's principal risks and uncertainties, including the ongoing impact of COVID-19, strategic plan execution failures, client losses, cybersecurity threats, economic downturns, regulatory compliance costs, geopolitical shifts, and climate change-related risks, alongside a cautionary statement regarding forward-looking statements Principal Risks and Uncertainties WPP faces multiple principal risks and uncertainties, including the ongoing impact of the COVID-19 pandemic, failure or delay in implementing strategic plans, client losses or budget cuts, cybersecurity threats, deteriorating economic conditions, regulatory compliance costs, geopolitical changes, and climate change-related risks - Uncertainty regarding the ongoing impact of the COVID-19 pandemic and its effects on client spending plans[171] - Failure or delay in implementing strategic plans could adversely affect market share, business, revenue, and financial condition[172] - Client losses, increased industry competition, or reduced marketing budgets could have a significant adverse impact on the business[178] - Cyber and information security risks, including failure of IT transformation programs, third-party reliance, and increasingly sophisticated cyberattacks[174][179] - Direct impact of economic conditions (e.g., inflation, supply chain issues, Russia-Ukraine war) on client spending and the company's financial position[175] - Regulatory, sanctions, antitrust, and tax changes could lead to increased compliance costs or additional liabilities[177][180] - Climate change-related physical impacts (extreme weather) and reputational risks (association with environmentally harmful clients or false environmental claims)[185] Cautionary Statement Regarding Forward-Looking Statements This document contains forward-looking statements regarding future events and expectations, but actual results may differ materially due to various risks and uncertainties, including client losses, budget cuts, regulatory costs, natural disasters, exchange rate fluctuations, and levels of economic activity; investors should not unduly rely on these statements, and the company assumes no obligation to update them - Forward-looking statements involve future events and expectations, but actual results may differ materially due to various risks and uncertainties[182][183] - Important factors include client losses, budget cuts, changes in industry compensation, regulatory costs, natural disasters, exchange rate fluctuations, and levels of economic activity in key markets[183] - Investors should not unduly rely on these statements, and the company assumes no obligation to update them[183] Independent Review Report and Appendices This section includes Deloitte LLP's independent review report on WPP's condensed consolidated interim financial statements, confirming compliance with IAS 34 and UK disclosure rules, along with appendices detailing alternative performance measures, re-presented segmental analysis for 2021, a glossary of terms, and the basis of preparation Independent Review Report Deloitte LLP conducted an independent review of WPP's condensed consolidated interim financial statements for the six months ended June 30, 2022, concluding that they comply in all material respects with IAS 34 as adopted in the UK and the UK Financial Conduct Authority's Disclosure Guidance and Transparency Rules, and found no evidence of directors improperly adopting the going concern basis of accounting or failing to adequately disclose material uncertainties related to going concern - Deloitte LLP conducted an independent review of the condensed consolidated interim financial statements[187] - The review concluded that the financial statements comply in all material respects with IAS 34 as adopted in the UK and the UK Financial Conduct Authority's Disclosure Guidance and Transparency Rules[188] - The review found no evidence of directors improperly adopting the going concern basis of accounting or failing to adequately disclose material uncertainties related to going concern[191] Appendix 2: Alternative Performance Measures Appendix 2 provides detailed definitions and reconciliations for WPP's alternative performance measures, including headline operating profit, headline profit before tax, headline EBITDA, revenue less pass-through costs, and adjusted net debt, which are used for internal performance analysis and to help investors understand the Group's financial performance Reconciliation of Revenue to Revenue Less Pass-Through Costs WPP calculates revenue less pass-through costs by deducting media and other pass-through costs from revenue, considering it a better reflection of top-line growth; in H1 2022, revenue less pass-through costs was £5,509.5 million, up 12.5% reported and 8.9% LFL | £ million | 30 June 2022 | 30 June 2021 | | :--- | :--- | :--- | | Revenue | 6,755.3 | 6,132.5 | | Media pass-through costs | (1,016.7) | (857.0) | | Other pass-through costs | (229.1) | (376.3) | | Revenue less pass-through costs | 5,509.5 | 4,899.2 | - Re