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Annual Report and Accounts 2014 STRATEGIC REPORT GOVERNANCE

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AN EXHILARATING DRIVE ANNUAL REPORT & ACCOUNTS 2014 Strategic report Financial statements IFC Performance Highlights 78 Consolidated income statement 02 Market Context 79 Consolidated statement 04 Markets and Brand Partners of comprehensive income 06 Geographic Portfolio 80 Consolidated statement 08 Our Role in the Value Chain of financial position 10 Categories 81 Consolidated statement of changes in equity 12 Strategy and Operational Priorities 82 Consolidated statement 14 ‘Formula Inchcape’ Processes of cash flows 16 A Winning Business Proposition 83 Accounting policies 18 Chairman’s Statement 90 Notes to the financial statements 20 Chief Executive’s Statement 136 Five year record 25 Key Performance Indicators 137 Report of the auditors – Group 26 Operating Review 142 Company balance sheet 35 Principal Risks 143 Accounting policies 38 Corporate Responsibility Report 144 Notes to the financial statements Governance 149 Report of the auditors – Company 42 Board of Directors 151 Shareholder information 44 Executive Committee IBC Company details 46 Corporate Governance Report 58 Directors’ Report on Remuneration 74 Directors’ Report INCHCAPE IS THE GLOBAL INDUSTRY LEADER IN PREMIUM AUTOMOTIVE RETAIL AND DISTRIBUTION AND A KEY STRATEGIC PARTNER TO THE WORLD’S LEADING CAR BRANDS IN THE GROWING LUXURY AND PREMIUM SECTOR. OUR UNRIVALLED EXPERTISE AND GLOBAL SCALE PROVIDE OUR BRAND PARTNERS WITH A PROFESSIONAL AND WELL FINANCED ROUTE TO MARKET FOR VEHICLES AND PARTS ACROSS FIVE CONTINENTS. OUR CORE PURPOSE: To create an incredible customer experience for the best car brands in the world OUR VISION: Our Customer 1st journey will create incredible growth for our people, our brand partners and our shareholders OUR HERITAGE AND VALUES: For more than 170 years, our success in global trading has been built on both a pioneering spirit and a set of values based on integrity and respect, that are still our guiding light Find out what has made us who we are today at www.inchcape.com/about_us/history Performance Highlights Inchcape’s unique business model, Customer 1st strategy and operational focus have again delivered a year of record results. Our prospects for future growth in market share, margin, profit and shareholder value continue to give us confidence in our exhilarating journey ahead. 2014 marks a fifth consecutive year of double-digit earnings growth1. Sales Operating margin2 Adjusted earnings per share2 (before exceptional items) (before exceptional items) % £6.7bn 4.8 50.2p 2013: £6.5bn 2013: 4.4% 2013: 43.5p £6.7bn 50.2p 4.8% £6.5bn 4.4% £6.1bn 4.3% £5.9bn 4.2% £5.8bm 43.5 £ 5.6bn 3.8% 39.1 p 35.5 p 3.1% 32.0 p 27.1p p 09 10 11 12 13 14 09 10 11 12 13 14 09 10 11 12 13 14 Step-up performance in cash generation and returns to shareholders. Dividend per share Cash returned to shareholders ROCE (before exceptional items) % % +15.5 +44.6 +380 BPS year-on-year year-on-year year-on-year 12 14.5p 12 £52.5m 12 22% 13 17.4p 13 £125.5m 13 22% 14 20.1p 14 £181.5m 14 26% 1. Based on adjusted earnings per share. 2. 2012 restated for the adoption of IAS 19 (revised). OPERATIONAL AND STRATEGIC HIGHLIGHTS: • Acceleration of like for like sales momentum in 2014 with revenue growth of 10.1% at constant currency • Strong underlying operating profit growth of 15.3% at constant currency • Fifth consecutive year of double-digit earnings growth1 • Step-up in free cash flow generation • £181.5m returned to shareholders in 2014 through dividends and share buy backs • Excellent performance in Australasia from both our Subaru Distribution business and our Retail operations • The start of the recovery in Singapore delivered strong revenue and profit growth • Strong performance in North Asia, growing market share in Hong Kong by 270bps and achieving a new record trading profit of £66.9m AN EXHILARATING DRIVE MARKET CONTEXT 02 MARKETS AND BRAND PARTNERS 04 GEOGRAPHIC PORTFOLIO 06 OUR ROLE IN THE VALUE CHAIN 08 CATEGORIES 10 STRATEGY AND OPERATIONAL PRIORITIES 12 ‘FORMULA INCHCAPE’ PROCESSES 14 A WINNING BUSINESS PROPOSITION 16 Market Context GROWTH OF THE AUTOMOTIVE MARKET SOLID INDUSTRY GROWTH FORECAST Global TIV1 1-5 years In the next five years, the global New Car market 99.6m 97.3m 94.9m and Car Parc are expected to grow by 15.4% and 91.8m 88.4m +15.4% 86.3m 18.7% respectively. A number of global trends are Growth driving this growth: • Broad based growth in the New Car market across all continents will fuel growth in the Car Parc. • The industry’s structural growth will be led by wealth creation in Asia 14 15 16 17 18 19 Pacific and Emerging Markets. • Technological progress by the leading manufacturers will create value for customers and drive vehicle replacement. • The Car Parc will grow rapidly, as replaced cars move into the 2 Used Car category. Global Car Parc 1-5 years 472.1m • The best-funded industry players will lead industry consolidation. 458.7m 444.7m 429.4m % 413.4m +18.7 397.6m Growth 14 15 16 17 18 19 More on global growth trends on pages 22 to 23 1. TIV: Total Industry Volume (number of new light vehicles sold). Source: IHS Automotive. 2. Global Car Parc: Total number of cars on the road. Source: IHS Automotive. 2 Inchcape plc Annual Report and Accounts 2014 STRATEGIC REPORT STRATEGIC GOVERNANCE OUR MARKETS ARE MARKET LEADERSHIP IN GROWING CONSISTENTLY GROWTH MARKETS In the Asia Pacific and Emerging Markets Hong Kong FINANCIAL STATEMENTS where we create 75% of our trading profit, Our subsidiary in Hong Kong, Crown Motors, has retained and strengthened its number one position once again with the New Car market is expected to grow market share growth of 270bps in 2014. We benefited from by an average 3.4%* a year and the the successful launch of a number of new models including Car Parc by an average 3.6%*, both well the Toyota Noah, Toyota Camry, Lexus NX, Lexus CT200h and ahead of the rest of the world. the Lexus ES. As the number one brand in Hong Kong, Crown Motors was the clear leader in passenger cars, commercial * Source: IHS Automotive. vehicles and the market overall and was awarded the coveted Toyota Triple Crown for the 23rd consecutive year. Inchcape 2014 Like for like Global markets revenue growth3 2014 TIV4 +10 .1 % +3.5% More on our markets on pages 6 to 7 Market Leader for 23 YEARS 3. At constant currency. 4. Source: LMC Automotive. www.inchcape.com 3 Markets and Brand Partners OUR ‘GO TO MARKET’ STRATEGY STRONG IN SMALL MARKETS WITH DISTRIBUTION AND SELECTIVE IN LARGE MARKETS WITH RETAIL The Group has a strong presence with our high-margin distribution model in small and emerging markets where we have secured leadership positions against our main competitors. This is balanced by our selective retail-only approach in large markets. In 2014 this balance saw us deliver 75% of our earnings from fast-growing DISTRIBUTION RETAIL ONLY high-return Asia Pacific and Emerging % % Markets, and 25% from the 83 17 UK and Europe. Trading profit* Trading profit Overall, 74% of our earnings came from our high-margin, capital-light Distribution businesses in expanding Asia Pacific and Emerging Markets – a key driver of shareholder value. ASIA PACIFIC AND EMERGING MARKETS 75% 74% 1% Trading profit Trading profit UK AND EUROPE 25% 9% 16% Trading profit Trading profit More on our role in the value chain on pages 8 to 9 * Where we act as a Distributor, we typically operate 10--20% of the retail network. Trading profit for these retail operations of 8% is included in Distribution in the table above. 4 Inchcape plc Annual Report and Accounts 2014 STRATEGIC REPORT STRATEGIC OUR BRAND PARTNERS GOVERNANCE SIX CORE RELATIONSHIPS DELIVER 90% OF OUR PROFITS FINANCIAL STATEMENTS Our brand partners’ strong R&D capabilities continue to lead powertrain and segment innovation Our brand partners are the powerhouse of innovation in our industry worldwide, growing their R&D investment well ahead of their competition: by 66% since 2010 against the industry average of 39%.* The pricing power of premium brands Between 2010 and 2013, our brand partners drew on the power of their brands to increase revenues by an average of 11.7%. Competitor revenues grew by just 5.9% in the same period.* More on our Brand Partners on pages 20 to 21 * Sources: OEM Financials and IHS Automotive. www.inchcape.com 5 Geographic Portfolio WHERE WE OPERATE 26 MARKETS ACROSS THE WORLD Our global footprint uniquely positions us for future growth. Regions Financial highlights Brand partners Australasia Inchcape is the Distributor for Subaru in Australia and Sales Trading profit New Zealand and operates a multi brand retail strategy £1,243.4m £89.3m in Australia in the premium and luxury segments. 2013: £1,365.9m 2013: £78.9m Europe Sales Trading profit Inchcape operates Distribution and Retail across four western European markets – Belgium, Greece, Finland £629.9m £20.8m and Luxembourg. 2013: £629.5m 2013: £19.5m North Asia Sales In Hong Kong, Macau, Guam and Saipan, Inchcape Trading profit distributes for multiple brand partners and owns and £600.3m £66.9m operates all of the retail network. 2013: £566.1m 2013: £59.2m South Asia Sales In Singapore and Brunei, Inchcape distributes for Trading profit multiple brand partners and owns and operates £439.3m £58.7m all of the retail network. 2013: £369.3m 2013: £29.7m United Kingdom Sales Inchcape operates a scale Retail business in the UK Trading profit with premium brand partners in key regions together £2,472.8m £65.2m with a fleet leasing business.
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