INCHCAPE PLC ANNUAL REPORT & ACCOUNTS 2018 ANNUAL REPORT AND ACCOUNTS 2018 STRATEGIC REPORT REVENUE 1 Chairman’s welcome 2 Chief Executive’s review £9.3BN 4 Our unique global position 2017: £9.0BN 6 Working with leading OEM partners 8 Our value chain 1 11 Overview of our industry DIVIDEND PER SHARE 12 Our strategy 15 Our investment proposition 26.8P 16 Capital Allocation Framework 18 Key Performance Indicators 2017: 26.8P 20 Operating and financial review 28 Corporate social responsibility CASH RETURNED TO SHAREHOLDERS 35 Risk management GOVERNANCE £115.2M 48 Board of Directors 2017: £152.9M 50 Chairman’s statement 51 Corporate Governance Report RETURN ON CAPITAL EMPLOYED1 68 Directors’ Report on Remuneration 88 Directors’ Report 28% FINANCIAL STATEMENTS 2017: 30% 94 Independent auditor’s report to the members of Inchcape plc 102 Consolidated income statement 1APM (alternative performance measures), 103 Consolidated statement of comprehensive income page 165 104 Consolidated statement of financial position 105 Consolidated statement of changes in equity 106 Consolidated statement of cash flows 107 Accounting policies 118 Notes to the financial statements 165 Alternative performance measures 166 Five year record 167 Company statement of financial position 168 Company statement of changes in equity 169 Company Accounting policies 171 Notes to the Company financial statements OTHER INFORMATION 184 Shareholder information Visit our website for additional information and interactive features inchcape.com Clarifying our Financial Metrics The following table shows the key profit measures that we use throughout this report to most accurately describe underlying operating performance and how they relate to statutory measures. Metric Results Use of Metric Gross Profit 1,301.3 Direct profit contribution from Value Drivers (e.g. Vehicles and Aftersales) Less: Segment operating expenses (899.9) Trading Profit 401.4 Underlying profit generated by our Segments Less: Central Costs (16.3) Operating Profit (pre Exceptional Items) 385.1 Underlying profit generated by the Group Less: Exceptional Items (210.8) Operating Profit 174.3 Statutory measure of Operating Profit Less: Net Finance Costs and JV profit (inc. exceptional items) (42.2) Profit before Tax 132.1 Statutory measure of profit after the costs of financing the Group Add back: Exceptional Items 224.7 Profit Before Tax & Exceptional Items 356.8 One of the Group’s KPIs CHAIRMAN’S WELCOME FUTURE TRENDS The Board spends considerable time looking at the longer-term outlook in the global automotive industry. This is a time of considerable change in our industry, with some major disruptive trends looking likely to change the way cars are purchased, used and maintained in the NIGEL medium to longer term. These include electrification of the drivetrain including more battery electric cars; shared STEIN ownership; and autonomous or “self driving” vehicles. STRATEGIC REPORT All of these being enabled by a high degree of digital Chairman connectivity inside and between vehicles. Inchcape is working closely with its OEM partners to evaluate how these changes will impact our automotive markets, how we can benefit from them and what risks we must guard against. Nearer at hand are changes already taking place in the way our customers choose to interact with Inchcape, GOVERNANCE with most now using digital channels to evaluate the model they would like before they ever visit a showroom. We are stepping up our investment in digital capability to ensure Inchcape keeps an attractive and competitive online presence. DEAR SHAREHOLDERS, I was honoured to be appointed Chairman of Inchcape GOVERNANCE at last May’s annual general meeting, succeeding Inchcape prides itself on a strong governance culture, Ken Hanna in the role. Ken had served on the Board recognising that in a business spread broadly across FINANCIAL STATEMENTS for 17 years, including nine as Chairman, playing emerging markets and with new acquisitions, this a significant part in Inchcape being the successful cannot be taken for granted. During the year several company it is today. On all stakeholders’ behalf, governance processes were refreshed and a new Code I thank him for his contribution and look forward of Conduct and Employee Handbook issued, supported to taking the Company forward on the next stage by an extensive training programme. of its constant evolution. BOARD CHANGES 2018 TRADING A strong and relevant Board with skills which add to the Inchcape had a resilient trading performance in 2018, Company’s wider “experience” is an important asset. a year which saw challenging conditions in several In that connection we were pleased to welcome Jane automotive markets, with lower demand in the UK and Kingston who joined the Board in August 2018. Jane’s Australia particularly impacting our results. The Group background and previous career are set out in detail performed well in its other markets, keeping sales overall elsewhere in the Directors’ Report. Her expertise is already moving ahead and pre-exceptional profit before tax only proving useful to our team. slightly lower. Employees across Inchcape worked Nigel Northridge, the Senior Independent Director, extremely hard to deliver this result and I sincerely thank is standing down from the Board at the AGM after more them for their efforts. than nine years’ service. I would like to thank Nigel for his STRATEGY excellent contribution to the Board over those years. The Since assuming my role, I have taken the opportunity Board has approved the appointment of Jerry Buhlmann to visit several of the Group’s larger markets. In each, to succeed Nigel Northridge as Senior Independent I was impressed by the capability, commitment and Director. Further details are given on page 66. enthusiasm of the Inchcape teams I met and noted their LOOKING AHEAD strong support for the Ignite strategy, which is bringing The anticipated softening of demand in a number increasing benefits to the bottom line. of major markets and the potential economic impact Progress against the five drivers of the Ignite strategy of Brexit in the UK and Europe will create a challenging is covered elsewhere in this report, but at a time of low backdrop to 2019. Despite this we expect Inchcape growth in Inchcape’s main markets, successful execution to deliver a resilient underlying performance. of those initiatives will be increasingly important to The strengths of the Group’s business model, its exposure our success. to high growth markets, strong partnership with leading As is clear from the results, Inchcape’s business is OEMs and weighting towards Distribution, together with increasingly weighted towards the Distribution segment. a strong focus on cost control, will help us to respond The Board believes this is a more resilient market position to the current challenges and position us well for the than a purely Retail presence, although it recognises years ahead. the importance of demonstrating Inchcape’s Retail credentials to its global OEM partners. Future investment and capital expenditure are therefore planned to be more weighted to our Distribution than Retail segment. Nigel Stein Chairman Inchcape Annual Report and Accounts 2018 1 CHIEF EXECUTIVE’S REVIEW UNDERLYING STRENGTH DELIVERING LONG-TERM VALUE STEFAN A UNIQUE AND SUSTAINABLE BUSINESS MODEL BOMHARD Inchcape has a unique business model; we are the only independent automotive Distributor and Retailer with Chief global scale. Executive The heart of our business, and our core set of competencies, is in automotive Distribution, that is the management of the post-factory value chain for our vehicle manufacturer or ‘OEM’ (original equipment manufacturer) partners. The Distribution model allows us to capture a greater portion of the value chain and drive higher margins and returns. We have long-standing strategic Distribution partnerships, providing end-to-end routes-to-market for some of the world’s leading and most recognisable vehicle manufacturers; our portfolio of these brands is diverse and includes premium, volume and commercial OEMs, which gives us a balanced segmental representation across our operations. Once more it is my pleasure to write to you at the end of a year that has delivered strategic progress in many Within that value chain we also operate as a Retailer, markets, despite some external pressures. We have giving us true insight into our customers and allowing grown our business, adding several new contracts us to develop world-class customer experience to our portfolio, and placing greater emphasis on solutions that are globally scalable. In fact, through Distribution as the core of our business model; we have the full-spectrum Distribution value chain Inchcape further leveraged our scale on costs; and we have made manages business partner and customer touchpoints good progress in improving our digital capability and from vehicle product planning right through to servicing execution of the Inchcape customer experience. customers’ cars. In many ways the financial results of 2018 validate Our business model and segmental split are shown in our strategic intent to focus our growth on Distribution. more detail on pages 8-9. Our influence and control of the full value chain in OUR STRATEGY TO DRIVE GROWTH Distribution markets ensured we were able to mitigate Inchcape’s Ignite strategy is the powertrain that moves market challenges, returning a very positive full year our business forward and underpins our ambition to drive performance in the Asia region.