UNITED STATE
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
_____________________
FORM 6-K
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Report of Foreign Private Issuer
Pursuant to Rule 13a-16 or 15d-16
under the Securities Exchange Act of 1934
For the Month of July 2025
Commission File Number: 001-38303
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WPP plc
(Translation of registrant's name into English)
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Sea Containers, 18 Upper Ground
London, United Kingdom SE1 9GL
(Address of principal executive offices)
_________________________
Indicate
by check mark whether the registrant files or will file annual
reports under cover of Form 20-F or Form 40-F:
Form
20-F X Form 40-F
___
Indicate
by check mark if the registrant is submitting the Form 6-K in paper
as permitted by Regulation S-T Rule 101(b)(1): ___
Note: Regulation S-T Rule 101(b)(1) only permits the
submission in paper of a Form 6-K if submitted solely to provide an
attached annual report to security holders.
Indicate
by check mark if the registrant is submitting the Form 6-K in paper
as permitted by Regulation S-T Rule 101(b)(7): ___
Note: Regulation S-T Rule 101(b)(7) only permits the
submission in paper of a Form 6-K if submitted to furnish a report
or other document that the registrant foreign private issuer must
furnish and make public under the laws of the jurisdiction in which
the registrant is incorporated, domiciled or legally organized (the
registrant’s “home country”), or under the rules
of the home country exchange on which the registrant’s
securities are traded, as long as the report or other document is
not a press release, is not required to be and has not been
distributed to the registrant’s security holders, and, if
discussing a material event, has already been the subject of a Form
6-K submission or other Commission filing on EDGAR.
Forward-Looking Statements
The
Company may include forward-looking statements (including as
defined in the U.S. Private Securities Litigation Reform Act of
1995) 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, beliefs, intentions, strategies,
projections and anticipated future economic performance based on
assumptions and the like that are subject to risks and
uncertainties. These statements can be identified by the fact that
they do not relate strictly to historical or current facts. They
use words such as ‘aim’, ‘anticipate’,
‘believe’, ‘estimate’,
‘expect’, ‘forecast’,
‘guidance’, ‘intend’, ‘may’,
‘will’, ‘should’, ‘potential’,
‘possible’, ‘predict’,
‘project’, ‘plan’, ‘target’,
and other words and similar references to future periods but are
not the exclusive means of identifying such statements. As such,
all forward-looking statements involve risk and uncertainty because
they relate to future events and circumstances that are beyond the
control of the Company. Actual results or outcomes may differ
materially from those discussed or implied in the forward-looking
statements. Therefore, you should not rely on such forward-looking
statements, which speak only as of the date they are made, as a
prediction of actual results or otherwise. 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, suspensions or reductions in client advertising budgets;
shifts in industry rates of compensation; regulatory compliance
costs or litigation; changes in competitive factors in the
industries in which we operate and demand for our products and
services; changes in client advertising, marketing and corporate
communications requirements; our inability to realise the future
anticipated benefits of acquisitions; failure to realise our
assumptions regarding goodwill and indefinite lived intangible
assets; natural disasters or acts of terrorism; the Company’s
ability to attract new clients; the economic and geopolitical
impact of the conflicts in Ukraine and the Middle East; the risk of
global economic downturn; slower growth, increasing interest rates
and high and sustained inflation; tariffs and other trade barriers;
supply chain issues affecting the distribution of our
clients’ products; technological changes and risks to the
security of IT and operational infrastructure, systems, data and
information resulting from increased threat of cyber and other
attacks; effectively managing the risks, challenges and
efficiencies presented by using Artificial Intelligence (AI) and
Generative AI technologies and partnerships in our business; risks
related to our environmental, social and governance goals and
initiatives, including impacts from regulators and other
stakeholders, and the impact of factors outside of our control on
such goals and initiatives; the Company’s exposure to changes
in the values of other major currencies (because a substantial
portion of its revenues are derived and costs incurred outside of
the UK); 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” in the
Group’s most recent Annual Report on Form 20-F, 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. Neither the
Company, nor any of its directors, officers or employees, provides
any representation, assurance or guarantee that the occurrence of
any events anticipated, expressed or implied in any forward-looking
statements will actually occur. Other than in accordance with its
legal or regulatory obligations (including under the Market Abuse
Regulation, the UK Listing Rules and the Disclosure and
Transparency Rules of the Financial Conduct Authority), 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.
EXHIBIT INDEX
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Exhibit
No.
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Description
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1
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First Half 2025 Trading Update dated 09 July 2025, prepared by WPP
plc.
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9 July 2025
First Half 2025 Trading Update
Rebasing
FY guidance on tougher macro and weaker new business
performance
With
the expectation of continued macro uncertainty weighing on client
spend and weaker net new business than originally anticipated, we
are reducing our guidance for 2025 LFL revenue less pass-through
costs to -3% to -5% and now expect a year-on-year decline in
headline operating profit margin of 50 to 175 bps (excluding FX)
reflecting benefits from continued action on costs.
Mark Read, Chief Executive Officer of WPP, said:
"Since the start of the year, we have faced a challenging trading
environment with macro pressures intensifying and lower net new
business. While we expected the second quarter to be similar to the
first quarter, performance in June was worse than anticipated and
we expect this pattern of trading in the first half to continue
into the second half.
"As a result, we are updating our guidance for the full year and
reducing our expectations on LFL revenue less pass-through costs
growth to -3% to -5% (from flat to -2%) with a year-on-year decline
in headline operating profit margin of 50 to 175 bps (vs. around
flat previously).
"Our focus remains on ensuring the right balance between investing
in the business for the long-term and continuing to reduce
structural costs, while taking appropriate actions to respond to
the current trading environment."
Conference Call at 7.30am UK/2.30am EDT:
Dial-in
Details: UK +44 (0) 20 3936 2999; US +1 646 233 4753; Passcode:
522518
Replay: Webcast replay and
transcript will be available as soon as possible here
1. Like-for-like.
LFL 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 for the commensurate period in the prior
year.
2. Management
believes these non-GAAP measures, including like-for-like, revenue
less pass-through costs and headline profit measures, are both
useful and necessary to better understand the Group's results.
Details of how these measures are calculated are detailed in the
2024 Preliminary Results RNS, 27 February 2025.
H1 2025 performance
● H1
revenue less pass-through costs - We
expect H1 revenue less pass-through costs to be around £5.0bn,
which is consistent with a LFL decline of -4.2% to -4.5%. This
implies a Q2 LFL decline in revenue less pass-through costs of
-5.5% to -6.0%.
● Business
segments and regions - We
saw a quarter-on-quarter deterioration in North America which we
expect will be down low single digits across H1. Other regions have
remained weak despite an easing comparative. By segment, Global
Integrated Agencies has seen a step down from Q1 and is expected to
decline mid-single digits in H1, with lower client spend and net
new business impacting WPP Media and Ogilvy in
particular.
● Headline
operating profit - The
lower than expected revenue less pass-through costs, coupled with
the severance action at WPP Media, is expected to result in
headline operating profit in the range of £400m to £425m
for H1, consistent with a headline operating profit margin of 8.0%
to 8.5%, down 280 to 330 bps year-on-year (excluding
FX).
●
2025 Interim Results - WPP
will report interim results on 7 August
2025.
Financial outlook for 2025
● LFL
revenue less pass-through costs - Our
original guidance of flat to -2% anticipated an improvement in the
sequencing of net new business through the year and some scope for
deterioration in the macro environment. With the macro environment
weighing more heavily on client spending and less support from net
new business (including pull forward of losses originally
anticipated in 2026), we are updating our FY guidance for LFL
revenue less pass-through costs to -3% to -5%, consistent with
limited improvement from H1.
● Headline
operating profit margin - We
continue to take action on costs, and expect these to deliver an
improved margin in the second half. We expect severance actions
taken in the second quarter at WPP Media to have a broadly neutral
impact for the full year and generate £150m+ of annualised
gross costs savings. That said, with LFL revenue less pass-through
costs expected to be down more than our original guidance range, we
believe there will be a trade off between holding the full year
margin and continuing to make appropriate investment in the
business. Reflecting this, we now assume a decline in headline
operating profit margin of 50 to 175 bps (excluding
FX).
● Additional
guidance - We
will update on other 2025 financial indicators at our interim
results in August.
This announcement contains information that constitutes as inside
information. The person responsible for arranging the release of
this announcement on behalf of WPP plc is Balbir Kelly-Bisla,
Company Secretary.
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For further information:
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Media
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Investors and analysts
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Chris Wade, WPP
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+44 20 7282 4600
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Thomas Singlehurst, CFA
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+44 7876 431922
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Richard Oldworth,
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+44 7710 130 634
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Anthony Hamilton
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+44 7464 532903
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Burson Buchanan
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+44 20 7466 5000
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Melissa Fung
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+44 7353 107064
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wpp.com/investors
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Cautionary statement regarding forward-looking
statements
This
document contains statements that are, or may be deemed to be,
"forward-looking statements". Forward-looking statements give the
Company's current expectations or forecasts of future events. These
forward-looking statements may include, among other things, plans,
objectives, beliefs, intentions, strategies, projections and
anticipated future economic performance based on assumptions and
the like that are subject to risks and uncertainties. These
statements can be identified by the fact that they do not relate
strictly to historical or current facts. They use words such as
'aim', 'anticipate', 'believe', 'estimate', 'expect', 'forecast',
'guidance', 'intend', 'may', 'will', 'should', 'potential',
'possible', 'predict', 'project', 'plan', 'target', and other words
and similar references to future periods but are not the exclusive
means of identifying such statements. As such, all forward-looking
statements involve risk and uncertainty because they relate to
future events and circumstances that are beyond the control of the
Company. Actual results or outcomes may differ materially from
those discussed or implied in the forward-looking statements.
Therefore, you should not rely on such forward-looking statements,
which speak only as of the date they are made, as a prediction of
actual results or otherwise. 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,
suspensions or reductions in client advertising budgets; shifts in
industry rates of compensation; regulatory compliance costs or
litigation; changes in competitive factors in the industries in
which we operate and demand for our products and services; changes
in client advertising, marketing and corporate communications
requirements; our inability to realise the future anticipated
benefits of acquisitions; failure to realise our assumptions
regarding goodwill and indefinite lived intangible assets; natural
disasters or acts of terrorism; the Company's ability to attract
new clients; the economic and geopolitical impact of the conflicts
in Ukraine and the Middle East; the risk of global economic
downturn; slower growth, increasing interest rates and high and
sustained inflation; supply chain issues affecting the distribution
of our clients' products; technological changes and risks to the
security of IT and operational infrastructure, systems, data and
information resulting from increased threat of cyber and other
attacks; effectively managing the risks, challenges and
efficiencies presented by using Artificial Intelligence (AI) and
Generative AI technologies and partnerships in our business; risks
related to our environmental, social and governance goals and
initiatives, including impacts from regulators and other
stakeholders, and the impact of factors outside of our control on
such goals and initiatives; the Company's exposure to changes in
the values of other major currencies (because a substantial portion
of its revenues are derived and costs incurred outside of the UK);
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' in the Group's most recent Annual Report
on Form 20-F, which could also cause actual results to differ from
forward-looking information. Neither the Company, nor any of its
directors, officers or employees, provides any representation,
assurance or guarantee that the occurrence of any events
anticipated, expressed or implied in any forward-looking statements
will actually occur. Accordingly, no assurance can be given that
any particular expectation will be met and investors are cautioned
not to place undue reliance on the forward-looking statements.
Other than in accordance with its legal or regulatory obligations
(including under the Market Abuse Regulation, the UK Listing Rules
and the Disclosure and Transparency Rules of the Financial Conduct
Authority), 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. Any forward-looking
statements made by or on behalf of the Group speak only as of the
date they are made and are based upon the knowledge and information
available to the Directors at the time.
SIGNATURES
Pursuant to the
requirements of the Securities Exchange Act of 1934, the registrant
has duly caused this report to be signed on its behalf by the
undersigned, thereunto duly authorized.
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WPP PLC
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(Registrant)
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Date:
09 July 2025.
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By:
______________________
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Balbir
Kelly-Bisla
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Company
Secretary
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