Annual Report and Accounts 2019
Bringing  
the best loved 
automotive  
brands to  
the world

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
£m 
Use of metric
Gross Profit
1,272.1​
Direct profit contribution from Value Drivers (e.g. Vehicles and 
Aftersales)
Less: Segment operating expenses
(881.8)​​
Trading Profit
390.3​ Underlying profit generated by our segments
Less: Central Costs
(17.2)​
Operating Profit (pre-exceptional Items)
373.1​ Underlying profit generated by the Group
Less: Exceptional Items
75.5​​
Operating Profit
448.6​ Statutory measure of Operating Profit
Less: Net Finance Costs and JV profit 
(46.8)​​
(inc exceptional items)​​
Profit before Tax
401.8​ Statutory measure of profit after the costs of financing the Group ​
Add back: Exceptional Items
(75.5)​​
Profit Before Tax & Exceptional Items
326.3​ One of the Group’s KPIs​
Highlights
Revenue
£9.4bn 
2018: £9.3bn
Dividend per share1
26.8p
2018: 26.8p
Cash returned to shareholders
£210.5m
2018: £115.2m 
Return on capital employed1
22%
2018: 22%2
1.	 APM (alternative performance measures) page 177
2.	 28% in 2018, pre-IFRS16 restatement
Strategic report
2
Chairman’s welcome
4
Chief Executive’s review
8
Our business model
8
    How we generate value
8
    Our routes to market
9
    Our value chain
13
    Where we operate
14
    OEM partnerships
16
    Stakeholder engagement
18
Our strategy
21
Our investment proposition
22
Capital Allocation Framework
24
Key Performance Indicators
26
Operating and financial review
34
Corporate social responsibility
38
Risk management
Governance
54
Chairman’s statement
56
Board of Directors
58
Corporate Governance Report
76
Directors’ Report on Remuneration
98
Directors’ Report
Financial statements
104
Independent auditor’s report to the members of Inchcape plc
112
Consolidated income statement
113
Consolidated statement of comprehensive income
114
Consolidated statement of financial position
115
Consolidated statement of changes in equity
116
Consolidated statement of cash flows
117
Accounting policies
126
Notes to the financial statements
177
Alternative performance measures
178
Five year record
179
Company statement of financial position
180
Company statement of changes in equity
181
Company Accounting policies
184
Notes to the Company financial statements
Other information
197
Shareholder information
VISIT OUR WEBSITE FOR ADDITIONAL INFORMATION  
AND INTERACTIVE FEATURES INCHCAPE.COM
Cover image: Roza Amberber Teshome,  
Junior Auto Technician II

As an independent, multi-brand 
automotive distributor and retailer, 
we bring the best loved brands to 
customers throughout the world.
We bring this to life through a 
combination of long-standing  
partner relationships, a growing  
global footprint, a unique business 
model and a long-term strategy.
Inchcape Annual Report and Accounts 2019
1 
STRATEGIC REPORT
GOVERNANCE
FINANCIAL STATEMENTS

Chairman’s welcome
Strategic progress made amidst  
short-term challenges​
Nigel Stein
Chairman
Dear Shareholders,
I am pleased to report on a year of significant strategic 
progress that saw the business further refocused around 
its core Distribution activities. We entered a number of new 
markets, realised significant value through the disposal of 
non-core assets and have announced a share buyback 
programme, returning £150m to shareholders.
Electrification of the drivetrain is the most 
advanced of these, driven by regulation in many 
markets. We believe Inchcape’s partnerships with 
some of the most technically advanced global 
car manufacturers position us well for this more 
electrified world.
The increasing use of digital platforms for 
customers to choose and buy their cars online 
is another trend taking rapid hold in the industry. 
We are aligned with this development and are 
investing significantly in a class-leading end-to-
end digital offering. 
The Ignite strategy continued to be at the heart 
of the Group’s activities. As well as successfully 
positioning the business to leverage the Group’s 
competitive advantages, it has further embedded 
relationships with our OEM partners. Ignite is 
also driving everyday efficiency. Our focus, for 
example, on delivering the full potential on all 
our revenue streams saw good growth across 
our Aftersales and Finance & Insurance activities. 
Our Ignite strategy plays a key role in ensuring 
that Inchcape remains a sustainable business 
in the long term.
Board
We welcomed Gijsbert de Zoeten to the Board 
as Chief Financial Officer, with effect from 1 
September 2019, in succession to Richard 
Howes. Gijsbert was, until 2018, CFO at 
LeasePlan Corporation NV, an international fleet 
management and mobility services company 
with a turnover of €9bn and a 1.7m strong 
car fleet, so brings excellent knowledge of our 
industry. Previously, Gijsbert had a successful 27-
year career at Unilever plc where he held a range 
of senior financial and operational positions.
Nigel Northridge and Coline McConville both 
stepped down as Non-Executive Directors during 
the year. Nigel served on the Board for over nine 
years and provided invaluable support to me in 
his role as Senior Independent Director. Coline led 
our last remuneration policy review in 2017 in her 
role as Remuneration Committee Chair which 
was well received by shareholders. 
I would like to thank Nigel, Coline and Richard for 
their contributions to the Group. 
I am pleased that Jerry Buhlmann accepted 
the position as Senior Independent Director and 
Jane Kingston assumed the role of Remuneration 
Committee Chair and is leading the current 
remuneration policy review. This will be put to 
shareholders for approval at the forthcoming 
2020 AGM. 
Performance
The overall trading result for the year was in 
line with expectations and reflected a resilient 
underlying performance despite weaker markets 
and some unexpected challenges, including the 
impact of political unrest in Hong Kong and Chile. 
This resilience is, in part, reflective of our exposure 
to a broad spread of markets and to the 
Distribution business model which now accounts 
for some 91% of Group profit.
Automotive markets generally remain 
challenging. Firm actions to improve efficiency 
and performance were undertaken during 2019, 
and will continue into 2020, to ensure the Group 
optimises its cost base both for the current and 
future years. This will place Inchcape in a strong 
position for all its stakeholders when markets 
stabilise or recover. 
Future trends and strategy
The Board continues to closely monitor the 
adoption and impact of several disruptive 
trends taking place in the industry, including 
the electrification of drivetrains, connected cars, 
shared ownership models and autonomous, 
“self- driving” vehicles. 
Inchcape Annual Report and Accounts 2019
2

The Committee spent significant time considering 
all aspects of the policy and had detailed 
consultations with shareholders to ensure that 
it aligns with both shareholders’ latest thinking on 
remuneration and the continuing incentivisation 
and retention of Executives. I am grateful to 
Jane for the considerable work this policy 
review entailed.
In February 2020, Alex Jensen joined the Board as 
a Non-Executive Director. Alex’s experience at BP, 
where she is Chief Marketing Officer, Global Retail 
and Senior Vice President, European Retail, will 
bring very relevant experience to the Board and 
we are delighted to have her as a Director.
Also in February, we accepted with regret the 
resignation of our Group CEO, Stefan Bomhard 
who will become CEO of the FTSE100 company 
Imperial Brands plc. Stefan has done an 
excellent job in his near five years at Inchcape 
and I thank him for his significant contribution to 
Inchcape’s success.
The Board has enacted a succession 
process to choose Stefan’s replacement 
and an announcement will be made at the 
appropriate time.
Returning to shareholders
The Board is recommending a final ordinary 
dividend of 17.9p per ordinary share (2018: 17.9p) 
which, if approved at the forthcoming Annual 
General Meeting, will give a total dividend for the 
year of 26.8p per ordinary share (2018: 26.8p). 
The dividend will be paid on 19 June 2020 to all 
shareholders on the register of members on 15 
May 2020. A Dividend Reinvestment Plan (DRIP) is 
available to Ordinary shareholders and the final 
date for receipt of elections to participate in the 
DRIP is 29 May 2020.
We have a disciplined approach to capital 
and cash allocation and in 2019 we completed 
a buyback of £100m, ensuring that we have 
continued with our policy of returning surplus 
cash to you, our shareholders. I am also pleased 
to announce a share buyback of £150m to be 
completed over the next 12 months.
People
Inchcape is a truly international business with 
over 17,300 people across 33 countries. The 
success of the business is down to everyone who 
works at Inchcape and, on behalf of the Board, I 
would like to thank all of them for their efforts and 
commitment over the last year. 
Looking ahead
We see our markets remaining challenging, with 
coronavirus restricting activity with a consequent 
impact on trading. However, in the longer term, 
we remain excited about the Group’s prospects 
and continue to focus on further strengthening 
our position in the automotive value chain. We 
are confident of further strategic progress and 
underlying operational improvement in 2020, 
maintaining Inchcape's position as the world’s 
leading independent multi-brand automotive 
distributor with global scale.  
 
 
Nigel Stein
Chairman
Statement on section 172
As a Board, we are mindful of the need to create value and 
deliver benefit to all stakeholders. In considering our purpose 
together with our strategic vision and commercial priorities, 
we balance outcomes for our OEM brand partners, customers, 
employees and the impact on local communities and the 
environment, as well as delivering long-term sustainable growth 
for our shareholders. 
Section 172 states that: 
A director of a company must act in the way he/she considers, 
in good faith, would be most likely to promote the success of 
the company for the benefit of its members as a whole, and in 
doing so have regard (amongst other matters) to:
a.	the likely consequences of any decision in the long term
b.	the interests of the company’s employees
c.	the need to foster the company’s business relationships 
with suppliers, customers and others
d.	the impact of the company’s operations on the community 
and the environment
e.	the desirability of the company maintaining a reputation 
for high standards of business conduct, and
f.	 the need to act fairly as between members of the 
company
The factors listed in the S172 statement are integral to most 
of the significant decisions taken by the Board. The Board is 
satisfied that the information provided by management, and 
other stakeholders, via reporting, performance updates and 
key performance measures is of sufficient quality to allow the 
Board to have due regard for each of the factors. Throughout 
this report we have given examples of how the Board has 
demonstrated its regard for the factors above during the year. 
PLEASE REFER TO PAGE 61 FOR CASE STUDIES PERTAINING TO SECTION 172, TO 
PAGE 16 FOR OUR APPROACH TO STAKEHOLDER ENGAGEMENT, AND TO THE 
GOVERNANCE SECTION ON PAGE 60 FOR THE BOARD’S ENGAGEMENT WITH 
STAKEHOLDERS.
Inchcape Annual Report and Accounts 2019
3 
STRATEGIC REPORT
GOVERNANCE
FINANCIAL STATEMENTS

Chief Executive’s review
Underlying strength delivering 
long-term value
Stefan Bomhard 
Chief Executive
It is my pleasure to present this review of 2019, a 
year in which we continued to deliver significant 
progress towards achieving our strategic 
objective of transforming the Group around our 
proven Distribution model. 
We entered two brand new markets as a 
distributor for Daimler and extended our 
representation with them into a third in January 
2020. This represents an exciting development in 
our platform strategy with a core OEM partner in 
the high growth potential LatAm region. We sold 
several sites across Australia, China and the UK 
that were outside our core focus on Distribution 
activities, realising value of around £250m. We 
also maintained focus on our policy of efficient 
allocation of capital with the completion of a 
£100m share buyback in the year.
Overall, the actions taken during the year, in line 
with our Ignite strategy, have further reinforced 
the trajectory of the Group, positioning it for 
sustainable growth over the longer term. 
A resilient performance
Group revenue was £9.4bn (2018: £9.3bn) 
including £5.0bn in our Distribution business. 
Group Profit Before Tax (pre exceptionals) was 
£326.3m (2018: £350.6m) with Distribution now 
accounting for 91% of profits. 
Whilst we continued to experience a range of short-term 
headwinds and market fluctuations, the story of 2019 
was really about the actions taken to position the business 
for growth. 
Whilst the trading environment was challenging 
across a number of markets, our 2019 results 
were in line with the expectations we set at the 
beginning of the year, once again demonstrating 
the resilience of our Distribution model. 
Against the impact of disruption in the Hong Kong 
and Chilean markets and the ongoing AUD/JPY 
headwind, we saw a normalisation of the Subaru 
supply in Australasia, which impacted the first half 
of the year, and improved currency availability 
in Ethiopia.
With a stronger underlying H2 over H1 
performance, we delivered flat pre-exceptional 
profit year-on-year, excluding the AUD/JPY 
headwind. With the AUD/JPY a drag to profit, we 
delivered Distribution trading profit of £354.2m 
(2018: £382.8m). 
Whilst we expect a number of headwinds to 
continue into 2020, we remain focused on our 
Ignite initiatives which will support our medium-
term growth aspirations as our Distribution 
activities drive the performance of the Group. 
A unique and sustainable business model
Inchcape has a unique business model; we are 
the only independent automotive Distributor 
and Retailer with global scale. Our underlying 
organisational strength is the foundation of 
Inchcape’s resilience to the effect of cyclical 
changes in the automotive industry.
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. 
Within that value chain we also operate as a 
Retailer, giving us true insight into our customers 
and allowing us to develop world-class customer 
experience solutions that are globally scalable. 
In fact, through the full-spectrum Distribution 
value chain Inchcape manages business 
partner and customer touchpoints from vehicle 
product planning right through to servicing 
customers’ cars.
A FULL REVIEW OF 
HOW OUR MARKETS 
PERFORMED IN 2018 
CAN BE FOUND ON 
PAGES 20-26 IN THE 
OPERATING REVIEW.
1.	 Denotes alternative 
performance 
measure,  
see note 177
Inchcape Annual Report and Accounts 2019
4

The diversity of our global portfolio of 33 markets 
and over 30 OEM partners provides a high level 
of defence against the fluctuating volatility of 
the automotive industry, and this organisational 
strength is enhanced by the Ignite strategy.
Ignite-driven portfolio development
Our Ignite strategy is the enabler that drives our 
inorganic growth objective.
Over the year, we made significant strategic 
progress on our transformation journey by 
further optimising our portfolio through selective 
Retail disposals. This reflects our strategy to focus 
on businesses that support global Distribution 
activities and on the optimal deployment 
of capital. 
In the UK, our actions have been centred on 
optimising our portfolio of Retail sites where 
we were less able to leverage costs efficiently 
through a local scale presence. Consequently, 
we disposed of several Retail centres as well 
as Inchcape Fleet Solutions (IFS). In the case 
of IFS, we were able to agree the sale with the 
European arm of our core OEM partner, Toyota, 
supporting their ambition to become a leader 
in the mobility space. Fleet capability remains of 
importance to Inchcape as we seek to develop 
the revenue streams of the future, however we 
see the major opportunity for Inchcape where we 
control the end-to-end value chain in Distribution 
markets such as in Singapore and Hong Kong. 
Additionally, we disposed of our remaining 
Retail sites in China and the majority of our non-
Subaru Retail businesses in Australia, significantly 
reducing our exposure where we were less able 
to leverage a scale Retail position. 
It is important to note that divesting of Retail sites 
in any territory does not necessarily mean that 
we are exiting that market. Indeed, in Australia, 
we see a market with an exciting future where 
we can, through optimally deploying our capital, 
reconfigure our activities there around our 
Distribution model. We remain excited around the 
prospects for our Subaru and Peugeot Citroen 
Distribution contracts and have reconfigured 
our operations in the market, creating a more 
efficient and focused business unit.
During the year we were awarded new BMW 
Distribution businesses in Lithuania and Kenya, 
consolidating our position with BMW in the Baltics 
alongside our operations in Estonia and Latvia. 
We were also pleased to pioneer our partnership 
with BMW in East Africa, where again we see 
significant growth potential springing from the 
platform we have created.
Continuing on the path to develop our core 
higher-margin, capital-light Distribution business, 
the Group reinvested some of the proceeds 
realised through disposals into the acquisition 
of Autolider, a distributor of Daimler brands, 
in Uruguay and Ecuador. Subsequently, we 
have also been awarded the Mercedes-Benz 
passenger vehicles Distribution contract for 
Colombia. These acquisitions typify our strategic 
rationale and approach. 
These Daimler acquisitions were a key milestone 
for Inchcape and for our OEM partner of 
choice strategy. They saw Inchcape enter new 
geographies and, more importantly, extended 
our partnership with a core OEM partner. Until 
this year, our relationship with Daimler has been 
focused on the Mercedes-Benz Retail business in 
the UK, and it is partly due to the strength of that 
partnership that we have been able to secure 
these first Distribution contracts with the OEM. 
This expansion represented Inchcape’s 11th and 
12th Distribution business win since 2016, and we 
have grown from two to eight markets in South 
and Central America during that time. As we 
increase our presence across LatAm and add 
further OEM relationships to an already strong 
and balanced portfolio, we have an exciting 
opportunity to generate significant economies 
of scale, translating a series of acquisitions into a 
regional platform for growth. 
We have an attractive pipeline of growth 
opportunities which meet our strict criteria and will 
accelerate the development of major regional 
presences across key growth markets. 
Ignite-driven business optimisation
Ignite is also the powertrain to maximise our 
potential for efficiency to share best practice 
across the Group, and to optimise our existing 
business and core capabilities.
Of particular note, we saw further progress 
in our next generation customer experience, 
significant procurement savings, Aftersales gross 
profit outperformance and Finance & Insurance 
profit growth. 
We believe that the key to our long-term success 
lies both in providing end-to-end routes to market 
for our OEM partners and in owning the life-
cycle customer journey, ensuring that we build 
the capability to answer our key stakeholders’ 
needs, now and for the future. We have made 
great headway on the Ignite ‘lead on customer 
experience’ objective, for example with the 
Group revenue
£9.4bn
Group profit 
before tax and 
exceptional 
items
£326.3m
Completion of 
share buyback 
£100m
Plus announcement of 
£150m share buyback to 
take place in 2020
Inchcape Annual Report and Accounts 2019
5 
STRATEGIC REPORT
GOVERNANCE
FINANCIAL STATEMENTS

omni-channel platform in Subaru Melbourne which is where 
we are developing and implementing our future model of how 
we interact with our customers, before deploying it to other 
markets. 
To maximise the potential across all our revenue streams, we 
have invested in a range of new and innovative initiatives. We 
plan to extend our trial with Grab, the leading shared mobility 
services provider in South East Asia, with technology-based 
solutions for quick turnaround servicing and parts provision, 
and we continued to partner with Easymile on the autonomous 
transport trial at the National University of Singapore. Whilst this 
is not an immediate driver of profits, it is important that we build 
the internal capabilities to future-proof the business in the face 
of rapid developments across the automotive industry. We 
are therefore investing in areas, and seeking out partnerships, 
where we see profit and growth potential in the future.
Aftersales, Parts Distribution and Used car sales provide further 
defence against the effects of cyclicality in the New car market 
especially in markets where we control more of the value 
chain ourselves, as in Ethiopia where Aftersales is a key driver. 
Examples of success here include Russia, where a strong 
performance in Aftersales, Used and F&I offset the impact 
of competitor discounting activities; and in the UK, where 
progress in Aftersales was a contributing factor in stabilising 
performance. Within Distribution we turned Costa Rica’s used 
operation to profitability in our first year of operation and saw 
improved parts and accessories sales processes support 
Australasia Aftersales. 
Additionally, we have achieved our £30m target in Finance & 
Insurance products, two years after the target was announced, 
helped by continued expansion of vehicle car products, as 
well as the implementation of finance retention products in 
several markets.
We have also achieved our procurement savings target 
of £50m cumulatively, demonstrating a key Ignite focus of 
leveraging our scale optimally. We have achieved these 
savings since 2016 and over 2019 some key milestones include 
50% of our global spend being tracked through our global 
procurement system, with 85% targeted by the end of 2020. 
More than 20% of 2019’s savings were achieved through 
improved vehicle logistics and storage spending, and we were 
able to establish a global view of oil spend which has enabled 
a 30% reduction in LatAm spend on oil in 2019, with Asia’s oil 
spend to be aggregated in 2020.
Investment proposition
Inchcape is well placed to deliver attractive shareholder 
value both in-year and for the long term through structured 
earnings growth and cash returns.
Whilst we continued to see a number of anticipated challenges 
during the year, I absolutely believe that the business will 
continue its track record of delivering shareholder value. 
The development of our Distribution activities is core to our 
investment proposition. This is underpinned by our focus on 
ensuring that we are deploying our capital effectively towards 
both existing and new opportunities. Through Inchcape’s 
weighting to markets with greater structural opportunity, our 
focus on optimising performance, our consolidation activity 
and our solid cash generation have positioned the business 
strongly for the future.
We have a disciplined capital allocation policy targeting an 
optimal allocation of funds to enable both the continued 
development of the business and the returns we can deliver to 
our shareholders. 
In line with this policy, given the strength of our cash generation 
and strong balance sheet, we embarked on our £100m share 
buyback programme, which was successfully completed by 
the end of 2019. We have also announced a new buyback to 
return £150m of cash to shareholders over the next 12 months. 
Inclusive of this buyback, since 2016 we have paid around 
£500m in dividends, invested around £550m in acquisitions, and 
distributed around £400m of excess cash through buybacks.
Looking ahead
While 2020 is expected to be challenging, a continued focus on 
improving operations for the medium term and enhancing the 
global footprint through the Ignite strategy, along with ongoing 
cost controls, will ensure further meaningful strategic progress.
I am confident that when markets improve we will see 
Inchcape delivering on its real potential for sustainable 
profitable growth.
This is my last statement as Group CEO. It has been a privilege 
to lead such a high-quality organisation as Inchcape in this 
exciting and dynamic sector. I would like to offer my sincere 
thanks to the many industry-leading vehicle manufacturer 
brands with whom Inchcape has built strong partnerships 
based on Trust, the central tenet of the Ignite strategy.
I would like to thank the Board for its support and advice 
during my tenure, and to acknowledge my Group Executive 
colleagues whose talent, experience and capability contribute 
so much to the underlying strength of this business. I would also 
like to thank all of our employees throughout the Group whose 
dedication and expertise are what has made Inchcape so 
successful in the past and I am fully confident will continue to 
do so for the long term. I wish everyone at Inchcape all the best 
for the future.
Chief Executive’s review continued
Stefan Bomhard
Chief Executive Officer
Inchcape Annual Report and Accounts 2019
6

Distribution, our core capability
Inchcape plays a critical role in the 
value chain as a ‘route to market’
We provide full-spectrum Distribution capability 
for our OEM partners, operating throughout the 
value chain. 
Acting as custodians of some of the world’s most recognisable 
brands, we provide automotive manufacturers with a highly 
effective route to market and a vital link between the brand 
and the customer. In many of our markets, this means that 
Inchcape is the only direct interface between the customer 
and the manufacturer and so our understanding of both our 
partners’ brand equity and the local market are paramount.
Advances in technology and its effect on consumer 
behaviours are redefining the automotive value 
chain and the role of the distributor as a ‘route to 
market’ for our OEM partners.
Our customers’ experience in other, more digitally advanced 
consumer industries has exposed a relative lack of 
development in the automotive route to market, presenting 
opportunities for incumbents as well as new entrants. We are 
seeing trends that have disrupted other markets emerging 
which may challenge the role that traditional dealers play in 
the value chain: new specialist market entrants who focus on 
specific ‘pain-points’ within the existing experience; OEMs re-
examining their route to market, the role of the dealer network, 
and direct access to their customers; and aggregators that 
come between the traditional dealer-customer relationship.
Given our role as both Distributor and Retailer in many markets, 
we are ideally placed to redesign how we serve both our 
customers and our OEM partners’ need to create a more 
efficient and effective route to market. In other words, we can 
have a disruptive influence on existing routes to market, to the 
mutual benefit of our key stakeholders.
Our Ignite strategy is enabling this transformation.
Our M&A strategy continues to focus on building scale 
Distribution presence in key regions such as South and Central 
America, Africa and Northern Europe. These Distribution hubs 
enable us to create operational synergies across our core 
competencies and support processes, enabling a more 
efficient operation. Leveraging this core capability to quickly 
build scale Distribution platforms in new markets, we can then 
build from these hubs to ‘bolt on’ and extend the integration 
of additional businesses. 
In parallel, our omni-channel pilot in Melbourne Australia is 
focused on redesigning our customer journey to deliver a 
superior experience at a significantly reduced cost to serve, 
while at the same time bringing a more consistent approach 
to service by leveraging a curated suite of support systems. 
Our proprietary digital platform is a key enabler to this and has 
been designed to scale across our existing business portfolio 
as well as new acquisitions. 
Our goal is a better customer experience at a lower 
cost to ourselves, our OEMs and the environment.
We are combining our deep local expertise and knowledge 
with our OEMs’ global expertise to create a route to market 
which delights our customers today and in the future, enabling 
us to remain a key value chain partner for our OEMs by 
delivering their products and services in the most efficient and 
effective way possible.
Additionally, our approach to developing new routes to market 
for our OEM partners to reach their customers has the potential 
to reduce our physical footprint through providing a wider 
range of access points, both on- and offline, supporting our own 
and our partners’ commitments to lowering the environmental 
impact of the vehicles we sell and service.
FINANCIAL STATEMENTS
GOVERNANCE
STRATEGIC REPORT
7 
Inchcape Annual Report and Accounts 2019

Distinct routes to market 
The Inchcape value chain spans both 
Distribution and Retail competencies,  
with a weighting towards higher  
margin Distribution contracts.
Diversified revenue streams 
We have a balanced approach  
to revenue generation, maximising 
opportunities at all points  
in the value chain.
Vehicle sales 61% 
Aftersales 39%
Gross Profit
Distribution 91% 
Retail 9%
Trading Profit
Inchcape’s organisational strength comes from a combination of parts that forms our business 
model: diversified revenue streams, our global portfolio of operations, our value chain, our 
stakeholders and how we engage them, our long-standing and deeply embedded brand 
partner relationships and our operating strategy. These are explained on the following pages.
Our business model
Our routes to market​
How we generate value
Our business model is unique in our industry, with our distinct routes to market and 
global footprint leveraged across the full Distribution value chain to deliver sustainable 
value to our stakeholders and superior returns to our shareholders. Throughout the 
following pages, we explore our business model to demonstrate how we bring the best 
loved automotive brands to the world.
Delivering 
for our 
stakeholders
 
SEE PAGE 16
Our routes to 
market
 
SEE PAGE 8
Our global 
footprint
 
SEE PAGE 13
Our value 
chain
 
SEE PAGE 9
Our OEM 
partnerships
 
SEE PAGE 14
Inchcape Annual Report and Accounts 2019
8

An independent, multi-brand automotive Distributor and Retailer with  
operations that span countries on five continents. A balanced and diverse 
portfolio of both mature and emerging markets to provide access and in-country 
expertise for some of the world’s leading automotive manufacturers.
Our business model: where we operate
A growing global footprint
17,300+
Employees
33
International  
markets
90+ years
Automotive  
experience
1,000+
Locations in our 
Distribution and  
Retail network
Asia
Brunei 
Guam  
Hong Kong 
Macau 
Saipan  
Singapore 
Thailand
Australasia
Australia 
New Zealand 
Operations in China ended in Q3 2019
UK/Europe
Albania 
Belgium 
Bulgaria 
Estonia 
Finland 
Greece 
Latvia 
Lithuania 
Luxembourg 
Macedonia 
Poland 
Romania 
UK
Emerging Markets
Argentina 
Chile 
Colombia 
Costa Rica 
Ethiopia & Djibouti 
Ecuador  
Kenya 
Panama 
Peru 
Russia 
Uruguay
Our business is segmented in four regions, 
three along geographical lines and Emerging 
Markets where we organise our new and 
high-growth potential markets.
13 
Inchcape Annual Report and Accounts 2019
STRATEGIC REPORT
GOVERNANCE
FINANCIAL STATEMENTS

Full spectrum distribution
We have a unique and sustainable business 
model, providing full-spectrum Distribution 
capability for our OEM partners, operating 
throughout the value chain. 
Acting as custodians of some of the world’s 
most recognisable brands, we provide 
automotive manufacturers with a highly 
effective route to market and a vital link 
between the brand and the customer.
Our business model: our value chain
Import & logistics 
Overseeing global transport and operating 
comprehensive port or border to showroom 
connections means that we are able to remove 
all logistical burdens from our partners.
Product 
planning 
Our brand partners 
call upon our local 
market insights to 
inform the planning 
and design of new 
models, tailoring 
designs, 
specifications and 
sales volumes to 
the exacting needs 
of each market.
1
3
Brand positioning 
With specialist understanding of the 
markets in which we operate, we are 
ideally placed to develop brand 
propositions that will resonate with 
local consumers, maximising brand 
penetration and market share 
positions on behalf of our partners.
Inchcape Annual Report and Accounts 2019
9 
2

B
R
A
N
D 
N
EW CAR
LAU
N
C
H
BRAND
Parts distribution 
With strong brand relationships, specialist Distribution 
capabilities and Retail networks, Inchcape is a trusted 
supplier of original equipment manufacturer parts 
and accessories throughout any given market.
National marketing 
We develop and refine marketing plans 
on behalf of our partners from pricing and 
promotion to customer communications, 
based on extensive research of consumers 
and competitors as well as our specialist 
insight of local market dynamics and 
macro-economic trends.
5
Inchcape Annual Report and Accounts 2019
10 
4

BUY ONLINE
Network management 
As an OEM Distribution partner, we select and 
appoint the independent dealer network, training 
and managing them, and optimising the retail 
footprint across each geography.
6
7
New & used  
vehicle sales
We want to provide the 
world’s best automotive 
purchasing experience 
for New and Used 
cars throughout the 
managed network 
and our own retail 
operations. Whether 
online or in person our 
aim is to make each 
stage of the vehicle 
ownership journey easy, 
effective and enjoyable, 
and to build lifetime 
relationships with 
our customers.
Inchcape Annual Report and Accounts 2019
11

Finance & Insurance 
We partner with financial institutions 
around the world to help our customers 
purchase and care for their vehicles with 
a wide range of transparent financing 
product options available to support 
their ownership lifestyle.
Aftersales and servicing 
With long-term investments in state-of-the-art 
facilities, expert technicians and first-class customer 
care, our objective is to create life-long Inchcape 
customers for all their Aftersales needs, from routine 
servicing to accident repair. 
8 
12 
Inchcape Annual Report and Accounts 2019
9

Inchcape has long-standing partnerships with the world’s leading automotive  
groups, with a core focus on manufacturers of premium and volume passenger 
vehicles. In select markets we also represent commercial and agricultural  
vehicles and machinery as well as emergent passenger vehicle brands.
Long-standing partner relationships
Seven core partnerships 
We have long-standing relationships with each of our seven core OEM partners, 
the majority of which are built around exclusive Distribution contracts in multiple markets.
Toyota
Jaguar Land Rover
Suzuki
Mercedes Benz
Volkswagen
BMW
Subaru
Our business model: OEM partnerships
OEM passenger  
relationships
OEM commercial  
relationships
14 
Inchcape Annual Report and Accounts 2019

The OEMs (original equipment manufacturers) with which Inchcape  
works are some of the foremost drivers of technological innovation in 
the automotive industry, from advances in hybrid and battery electric  
drivetrains to future mobility solutions.
52 yrs
49 yrs
42 yrs
32 yrs
31 yrs
30 yrs
27 yrs
Inchcape Annual Report and Accounts 2019
15 
STRATEGIC REPORT
GOVERNANCE
FINANCIAL STATEMENTS

Our stakeholders and how 
we engage with them
OEMs
We provide our OEM  
partners with professional  
and efficient routes to market  
for the post-factory automotive 
value chain.
–– ‘Top-to-top’ executive 
management meetings
–– Regular market-level 
operational meetings focus on 
maximising performance
–– Pan-market brand 
development support for 
leading OEMs
–– Establishment of Daimler as a 
core Distribution partner with 
contracts awarded in Uruguay 
and Ecuador for passenger 
and commercial vehicles, and 
in Colombia for passenger
How we create value 
How we engage
Outcomes in 2019
Group
Customers
We provide access to automotive 
ownership and support services 
throughout the customer journey, 
and aim to deliver the best 
experiences for customers 
in our industry globally.
–– Analysis of reviews to feed  
in to continuous cycle 
of improvement
–– Single view of customer 
through Salesforce 
implementation
–– Ongoing surveys at 
market level
–– Development and initial rollout 
of omni-channel customer 
service, sales and marketing 
platform in Subaru Melbourne
–– Expansion and continued 
rollout of reputation.com, 
Salesforce and Brightedge 
digital CRM tools 
Employees
We aim to enable every 
colleague to achieve their 
personal goals at each stage 
of the employee journey; to 
recognise and develop talent; 
and to foster a socially conscious 
culture based on inclusion, 
empowerment and optimised 
potential through learning. 
–– Bi-annual engagement  
& pulse surveys
–– Employee intranet and 
collaborative platforms provide 
two-way communications 
capability Group-wide
–– Prospective employees – 
maintain active awareness of 
issues to stay relevant
–– All markets completed 
Employee Experience 
consultations as part of  
two-year cycle of  
engagement and listening
–– Senior Leaders Employee 
Experience consultation 
conducted with in-depth focus 
on attitudes to leadership
–– Structured action planning put 
in place where engagement 
gaps identified
Investors & 
Shareholders
Our objective is to deliver 
outstanding returns on long-
term investment based on a 
sustainable platform for growth, 
disciplined approach to capital 
allocation and cash returns 
through dividends and share 
buyback. 
–– Regular dialogue with 
institutional investors
–– AGM
–– Annual Report & plc website
–– Capital Markets Day held 
at regular intervals – last in May 
2018 
–– Media engagement 
undertaken to develop strong 
relationships with key titles and 
further position the business for 
financial stakeholders
–– 125 management investor 
meetings held in 2019
Local 
communities
We have a balanced approach 
to engagement with the 
communities in which we 
operate, empowering ownership 
at local level with structural 
support from the Group. 
–– Market-specific activity, 
coordinated at local level
–– Group-level support for 
extraordinary events affecting 
our market communities
–– Range of local community 
initiatives and support 
schemes, a summary of which 
can be found on page 37
Our business model: stakeholder engagement
Inchcape Annual Report and Accounts 2019
16

Our partnership with Toyota is the biggest and longest 
standing in our portfolio, with over 50 years of representation 
as a distributor in geographies that now reach from South 
East Asia to East Africa and from Europe to the Americas. 
Our partnership with TMC includes all variations of our 
business models – Distribution with exclusive Retail, such as 
in Hong Kong and Singapore; Distribution with a managed 
Retail network, such as Greece; and Retail only, such as our 
operations in the UK. The partnership also extends to both 
passenger and commercial vehicles.
Locations 
Distribution 
Hong Kong, Macau, Guam, Saipan, 
Singapore, Brunei, Greece, Belgium, 
Luxembourg, Bulgaria, Macedonia, 
Romania, Albania, Ethiopia & Djibouti
Chile & Colombia (Hino only)
Retail
UK, Russia
Toyota Motor Corporation
Inchcape Annual Report and Accounts 2019
17 
STRATEGIC REPORT
GOVERNANCE
FINANCIAL STATEMENTS

Objective
​Priorities
​
Lead in customer experience
As the global automotive industry rapidly  
evolves, the purchasing behaviour and  
service-level expectations of consumers  
are clearly changing. We will invest to  
maintain our position as leader in customer 
service innovation in automotive Distribution  
and Retail, with digital a key priority
–– Build digital and data capabilities at Group and market levels 
–– Improve mobile performance to better reflect customers’ preferences
–– Optimise digital traffic to improve online performance
–– Introduce structured measurement to improve customer experience​
​
​
​
​
​
​
​
​
​
Become the OEM partner of choice
We have a very strong portfolio of brands.  
We now need to build on our OEM 
partnerships to ensure that we thoroughly 
deserve to achieve the status of ‘partner 
of choice’ across all our relationships, and 
then to robustly defend that position
–– Understand and support our OEM partners’ objectives
–– Ensure we maintain and reinforce contact with OEM partners
–– Maintain and grow market share for existing partners
–– Partner with OEMs to consolidate regional Distribution markets​
​
​
​
​
​
​
​
​
​
Deliver the full potential on all our revenue streams
The addressable market for Aftersales is set 
to grow faster than New car sales. The Used 
car market, which is typically a multiple of 
that of New cars in most of our territories, is 
a further growth opportunity. Finance & 
Insurance (F&I) is another significant focus 
for growth
–– Implementation of Aftersales playbooks in all territories including  
new markets
–– Strong focus on extending F&I product coverage to more of portfolio
–– Deploying proven Used car initiatives to grow GPU
​
​
​
​
​
​
​
​
​
Leverage our global scale
We aim to maximise the opportunity of  
our unique position in the automotive 
industry to share more expertise and best 
practice across our organisation, 
leveraging our global scale to improve 
collaborative working and cost optimisation
–– Development and initial implementation of procure-to-payment  
(P2P) programme
–– Continue to drive savings through extension of procurement initiatives to new 
opportunities for centralised purchasing
–– Demonstrate shared best practice globally through extending rollout  
of commercially successful initiatives
​
​
​
​
​
​
​
​
​
Invest to accelerate growth
The automotive Distribution and Retail 
markets are highly fragmented; we apply a 
disciplined use of capital to fuel further 
growth through selective participation in 
market consolidation
–– Continue to develop rich pipeline of relevant M&A opportunities 
–– Focus on acquisitions in strong growth potential, small- to medium-sized markets
–– Build regional platforms of consolidated Distribution contracts to support OEMs, 
leverage our scale and drive improvements in customer experience​
​
Inchcape’s strategic objectives are what drives our business. With the twin focal 
points of our customers and OEM partners at the heart of the strategy, Ignite 
combines five objectives to bring to life our vision to become the world’s most 
trusted automotive Distributor and Retailer.
Ignite: Our optimisation and growth strategy
1
2
3
4
5
Our strategy
Inchcape Annual Report and Accounts 2019
18

Progress in 2019
​
​
​
–– Omni-channel customer journey launched in Subaru Melbourne with 
customers able to trade-in, finance & reserve vehicles online and in-store
–– Market improvement in website performance across all markets with improved 
speed, structure and search engine navigation, indexing & ranking
–– Reputation.com introduced and rolled-out across all markets to measure and 
improve customer experience
–– Significant like for like improvement on reputation.com scores, surpassing our 
annual goal across all regions 
​
​
​
​
​
–– Increased collaboration with a number of key partners on strategic projects 
such as Grab & Uber in Singapore
–– Over 20 top-to-top meetings throughout 2019 
–– Two major acquisitions which build on regional presence in key markets
–– The addition of Daimler as a Distribution partner in Ecuador and Uruguay
​
​
​
​
​
–– Development and roll-out of common best practices (Aftersales playbook) 
across all regions
–– YoY growth in F&I income from roll-out of new finance renewals  
strategy (AutoFutura) and fabric & paint protection products
–– Costa Rica Used cars turned to profit in first year of ownership
​
​
​
​
​
–– Implementation of Coupa P2P programme delivering significant benefit in 
terms of simplification, productivity and cost savings
–– Achieved F&I income and procurement savings targets in 2019
​
​
​
​
​
–– Continued industry consolidation in 2019 through acquisition of exclusive 
Distribution for BMW Lithuania and Daimler passenger cars and trucks in 
Uruguay and Ecuador
–– Further integration of the acquired Rudelman business into our Latin America 
platform
​
Our strategy was developed to drive operational excellence across our markets; to consolidate markets with high-growth potential 
in our fragmented industry; to innovate to take advantage of our scale and expertise; and to build a sustainable business model 
for the long term. 
Ignite is structured to drive continual improvement and the spread of best practice across all our revenue streams, powering our 
defence against fluctuating market conditions. Within this structure the strategy has room to evolve to ensure that the business 
can react with agility, to keep pace with and anticipate the changing automotive industry.
Inchcape Annual Report and Accounts 2019
19 
STRATEGIC REPORT
GOVERNANCE
FINANCIAL STATEMENTS

Inchcape’s Distribution partnership with Subaru is one of 
the most important in our portfolio and an example of the 
close collaboration between us and our brand partners. We 
distribute and operate the brand in Australia, maintaining 
Subaru’s highest share globally in that market. Subaru was 
the OEM brand central to our first significant expansion 
in South America in 2016 which has helped to create a 
platform for further growth in the region.
Locations
Distribution
Australia, New Zealand, Chile, Colombia, 
Peru, Argentina
Subaru Corporation
Inchcape Annual Report and Accounts 2019
20

Total return components
Multi-layered earnings growth opportunity: annual return consideration
Organic  
growth
Market  
drivers
–– Inchcape 
market growth 
expectations
–– Supported by 
40% payout 
ratio (targeted) 
growth markets
Contract wins/ 
M&A
–– Strong balance 
sheet, annual 
free cash flow
–– Large 
consolidation 
opportunity
–– Actively shifting 
to higher 
growth, cash 
generative 
businesses
Operational 
excellence
–– Revenue stream 
optimisation
–– Global cost 
efficiencies and 
best practices
Buybacks
–– Excess cash 
returned to 
shareholders
Strategic  
options
Dividend
–– 40% payout ratio 
(targeted)
Our investment proposition
A multi-layered investment proposition
Well positioned to deliver shareholder value through organic growth,  
consolidation and cash returns.
Distribution at our core
Strong and increasing weighting to  
high growth markets
2014
10%
2019
19%
Profit contribution evolution: Distribution
Profit contribution evolution: Emerging Markets
2014
80%
2019
91%
Distribution strengths
–– High ROCE
–– Lower fixed costs
–– High barriers to entry
–– Strong cash 
generation
New contracts since 2016
Argentina, Australia, Chile, Colombia, Costa 
Rica, Ecuador, Estonia, Guam, Kenya, Lithuania, 
Panama, Peru, Thailand, Uruguay
Attractive total return
Ignite strategy
Continued consolidation  
in a fragmented market will  
create value
Sustainable business model
–– Underlying existing Distribution 
markets expected to grow 3% 
through the cycle
–– Operational optimisation  
and innovation creating the  
right internal conditions for  
inorganic growth
–– Highly fragmented industry
–– Inchcape is the largest global 
independent distributor
–– Inchcape has a 1% share  
of the addressable market  
of Distribution-led regions  
(c.14m TIV, 20% of global total)  
and envisages significant  
opportunity
–– Strong, long-term partnerships  
with OEMs
–– Strong track record of value  
creation
–– Investing for the future
Inchcape Annual Report and Accounts 2019
21 
STRATEGIC REPORT
GOVERNANCE
FINANCIAL STATEMENTS

Capital allocation framework
A strong position to grow the business
Inchcape has a disciplined capital allocation policy. We have a strong balance sheet and an attractive 
cash conversion model, resulting in excess free cash post investment in organic capex and payment 
of dividends. We look to utilise this strong position to grow the business inorganically, investing in value-
accretive acquisitions that will ensure longer-term growth of the business and value for shareholders. 
Beyond this we will look to return any excess cash to shareholders through share buybacks.
Progressive dividend strategy
–– Target 40% annual payout ratio of basic adjusted EPS (pre 
exceptionals).
–– Full year dividend at least maintained on the prior year.
–– Interim dividend set at 1/3 of the prior year’s total DPS.
Section 172 
When making decisions on capital allocation and dividend policy, the Board considers the interests of the Company’s 
shareholders as a whole, whilst having regard for the long-term viability of the Company, the need for capital investment and 
interests of other stakeholders (for example, employees and pension trustees). The Board considers both the expectations 
of and the impacts to these stakeholders, when agreeing the capital allocation policy which targets an optimal allocation 
of funds to enable both the continued development of the business and the returns we can deliver. When interacting with 
the Board, shareholders express their view that returns should be made in the absence of any significant M&A. The Board is 
therefore recommending a share buyback of £150m with the flexibility to suspend the buyback should the right acquisition 
opportunities emerge. 
Excess cash post 
capex, working 
capital
Dividend
Value-accretive 
M&A opportunities
Remaining excess 
FCF distributed 
through buybacks
–– Strong balance sheet.
–– Targeted 60-70% FCF conversion.
Cash utilisation priorities
Cumulative cash returns to shareholders
Acquisition spend since 2016 
Dividends (cumulative)
1. For ﬁnal dividend announced with FY19 results
2. Dividends and Share buyback rounded to nearest £m 
2012
2013
2014
2015
2016
2017
2018
2019
20201
Share buyback (cumulative)
£99m
£175m
£256m
£348m
£438m
£540m
£656m
£766m
£50m
£150m
£241m
£349m
£399m
£399m
£499m
£649m
£838m
£99m
£225m
£406m
£589m
£787m
£940m2
£1,055m
£1,265m
£1,487m
£564.0m
South American acquisition
Total spend
Central American acquisition
Other acquisition
£60.3m
£208.2m
£295.5m
Inchcape Annual Report and Accounts 2019
22

Our partnership with BMW Group is 30 years strong and has 
been a key focus for consolidated growth, especially in the 
Baltic region where we now represent the brand in all three 
countries: Estonia, Latvia and Lithuania. Additionally, in 2019 
we were awarded the Distribution contract for Kenya with 
a view to creating a BMW platform in East Africa. As well 
as holding Distribution contracts in South America, we also 
have significant operations of BMW Group’s brands in our 
Retail-only markets: UK, Poland and Russia.
Locations
Distribution
Chile, Peru, Latvia, Lithuania, Estonia, Guam, 
Kenya
Retail
UK, Russia, Poland
BMW Group
Inchcape Annual Report and Accounts 2019
23 
STRATEGIC REPORT
GOVERNANCE
FINANCIAL STATEMENTS

Key performance indicators
Measuring progress
KPIs provide insight into how the Board and Executive Committee monitor the Group’s strategic and 
financial performance, as well as directly linking to the key measures for Executive remuneration. 
KPIs are stated in actual rates of exchange and page 177 provides definitions of Key Performance 
Indicators and other Alternative Performance Measures.
Revenue
£9.4bn
2018: £9.3bn
2015
2016
2017
2018
2019
£6.8bn
£7.8bn
£9.0bn
£9.3bn
£9.4bn
Operating margin2
4.0%
2018: 4.3%
 
4.3%1
4.0% 
2018
2019
4.7%
4.6% 
4.5% 
4.2%1
2016
2015
2017
2018
Profit before tax and exceptional items2
£326.3m
2018: 350.6m
 
350.6m1
326.3m 
2018
2019
312.1m 
349.4m 
381.6m 
356.8m1
 
2016
2015
2017
2018
Free cash flow2
£212.9m
2018: £278.9m
278.9m1
212.9m 
2018
2019
117.6m 
190.5m 
313.9m 
280.7m1
2016
2015
2017
2018
Return on capital employed2
22%
2018: 22%
2018
2019
22%1
22% 
2016
2015
2017
2018
30% 
30% 
30% 
28%1
1.	 2018 and 2019 are not comparable with prior years due to IFRS 16 restatement.
2.	 Alternative performance measure see page 177.
Definition
Why we measure
2019 highlights
Consideration receivable from 
the sale of goods and services. It 
is stated net of rebates and any 
discounts, and excludes sales 
related taxes.
Top-line growth is a key financial 
metric of both ‘Becoming the 
OEMs’ Partner of Choice’ and 
‘Leading in Customer Experience’
The Group has delivered 
£9.4bn, growth of 1.1% vs. last 
year. This was 3% excluding the 
impact of announced 
disposals.
Definition
Why we measure
2019 highlights
Operating profit (before 
exceptional items) divided 
by sales.
A key metric of operational 
efficiency, ensuring that we 
are leveraging global scale 
to translate sales growth to 
profit.
Operating margin at 
4.0% is 30bps lower than 
the operating margin 
achieved in 2018.
Definition
Why we measure
2019 highlights
Represents the profit made 
after operating and interest 
expense excluding the 
impact of exceptional items 
and before tax is charged.
A key driver of delivering 
sustainable and growing 
earnings to shareholders.
In 2019 this decreased 
by 6.9% to £326.3m. The 
impact from announced 
disposals was immaterial to 
profits over 2019.
Definition
Why we measure
2019 highlights
Net cash flows from 
operating activities, before 
exceptional cash flows, less 
net capital expenditure and 
dividends paid to non-
controlling interests.
A key driver of the 
Group’s ability to ‘Invest to 
Accelerate Growth’ and 
to make distributions to 
shareholders.
The Group delivered free 
cash flow of £212.9m, a 
24% decrease on 2018.
Definition
Why we measure
2019 highlights
Operating profit (before 
exceptional items) divided 
by the average of opening 
and closing capital 
employed, where capital 
employed is defined as  
net assets add net debt/less 
net funds.
A key measure of Ignite 
(Invest to Accelerate 
Growth), ROCE is a measure 
of the Group’s ability to drive 
better returns for investors on 
the capital we invest.
The Group delivered ROCE 
of 22%.
Inchcape Annual Report and Accounts 2019
24

Inchcape and Jaguar Land Rover’s partnership is our 
second longest standing, stretching back nearly 50 years 
in total. We have continued our JLR growth story right up 
to the present day, with Distribution contracts awarded for 
Thailand in 2016, and Colombia and Kenya in 2018. We 
now represent Jaguar and Land Rover as either a distributor 
or retailer in 10 markets on three continents.
Locations
Distribution
Thailand, Hong Kong, Macau, Colombia, 
Finland, Estonia, Latvia, Lithuania, Kenya
Retail
UK, Russia
Jaguar Land Rover
Inchcape Annual Report and Accounts 2019
25 
STRATEGIC REPORT
GOVERNANCE
FINANCIAL STATEMENTS

Operating and financial review
Good distribution growth amidst 
challenging headwind
Gijsbert de Zoeten
Chief Financial Officer
I am pleased to present the end of year Operating 
and Financial Review, my first since joining Inchcape 
in September 2019.
The focus of my first six months has been to get to know the business from 
the inside, to visit as many of our markets as possible and to thoroughly 
understand Inchcape’s fundamental strengths and, importantly, its 
external challenges. In that time, I have found energy and professionalism 
in abundance, and a strong entrepreneurial spirit that stems from a deep 
understanding of the Company’s heritage, the industry in general and of 
our individual markets specifically. 
CONTINUES ON PAGE 28
During my career with Unilever I developed a love 
of consumer brands, and I can see at Inchcape 
an appreciation of the importance of brand 
equity; our colleagues cherish their responsibility 
as custodians of our OEM partners’ brands 
wherever in the world we represent them. More 
recently, at LeasePlan, I was able to extend this 
passion for brands into the automotive industry, 
combined with a B2B and B2C mix that is not 
dissimilar to Inchcape’s own core capabilities.
I believe that this business is very well positioned 
to continue its long-term success story with 
diversity in its income streams, geographic 
spread and OEM portfolio. Inchcape has a 
strong balance sheet and disciplined approach 
to capital allocation which adds to its defensibility 
in challenging trading environments. I am 
looking forward to helping the business develop 
in its next phase as we adopt greater process 
automation to manage our business more 
efficiently, consolidate through selective M&A 
and support our OEMs’ ambitions through 
providing innovative access to automotive 
mobility for consumers globally.
Gijsbert de Zoeten
Key Performance Indicators – results
​
Year ended 
2019
£m
Year ended 
2018
(Restated)
£m
% change
% change in 
constant 
currency
Revenue
9,379.7
9,277.0
+1.1%
+1.3%
Operating profit before exceptional items1
373.1
398.6
(6.4%)
(6.7%)
Operating margin before exceptional items1
4.0%
4.3%
(0.3ppt)
 (0.3ppt)
Profit before tax and exceptional items1
326.3
350.6
(6.9%)
(7.4%)
Profit before tax
401.8
113.0
+256%
​
Free cash flow1
212.9
278.9
(23.7%)
​
Return on capital employed
22%
22%
​
​
1.	 See page 177 for definition of Key Performance Indicators and other Alternative Performance Measures.
Our results are stated at actual rates of exchange. However, to enhance comparability we also present year-on-year changes in sales and trading profit in constant currency, 
thereby isolating the impact of translational exchange rate effects. Unless otherwise stated, changes in sales and trading profit in the operating review are at constant currency. 
The 2020 outlook commentary is also referenced at constant currency. IFRS 16 has been adopted with all comparatives restated. See note 33.
2.	 Segmental detail can also be found in note 1 of the accounts, and our appendix contains the list of markets that fall within each region.
Inchcape Annual Report and Accounts 2019
26

In 2019 we signed our first ever Distribution contracts 
with Daimler for both passenger and commercial vehicles 
in Uruguay and Ecuador, followed swiftly by a further 
agreement in January 2020 to become the distributor 
for Mercedes-Benz passenger vehicles in Colombia. This 
significant expansion of our Daimler relationship was built 
on the strong foundations of a long partnership in our UK 
Retail market, dating back to 1985. 
Locations
Distribution
Uruguay, Ecuador, Colombia
Retail
UK 
Daimler
Inchcape Annual Report and Accounts 2019
27 
STRATEGIC REPORT
GOVERNANCE
FINANCIAL STATEMENTS

Operating and financial review continued
Our performance in 2019 was in line with our expectations 
for the year, with the pre-exceptional profit decline for the 
Group largely driven by an adverse transactional currency 
impact. Excluding this currency impact our portfolio of markets 
delivered a stable profit performance. Over the year Inchcape 
also made significant strategic progress around reshaping the 
Inchcape portfolio towards attractive Distribution businesses, 
with the disposal of selective Retail operations that were 
outside of Inchcape’s Distribution operations. These disposals 
included exiting China Retail, largely exiting non-Subaru and 
non-Peugeot Citroen Retail in Australia, the sale of UK fleet 
operations and the selective sale of less productive UK retail 
sites. Given the timing of completion on these disposals they 
had an immaterial impact on 2019’s trading profit, although 
they have had some impact on 2019 revenue and gross profit.
Group revenue of £9.4bn is up 1.1% year-on-year in actual 
currency and 1.3% in constant currency, excluding the impact 
of disposals, revenue grew 3% in constant currency. The driver 
of this growth was Europe, where there was broad-based 
growth across markets outside of the UK, and the Emerging 
Markets with Russia’s momentum remaining strong for the 
year although with meaningful margin pressure experienced 
in the second half. Asia’s revenue declined slightly given 
political instability in Hong Kong and market contraction in 
Singapore, and Australasia’s revenue decline reflected the 
Subaru supply constraints experienced in the first half of the 
year, although normalisation from May onwards supported 
an improved second half revenue performance despite a 
challenging market.
The Group delivered an operating profit before exceptional 
items of £373.1m, down 6.4% year-on-year in actual currency 
and down 6.7% in constant currency. The impact of a material 
second half-weighted transactional AUD/JPY headwind 
drove this decline, with the impact falling within Distribution 
and the Group’s Distribution’s trading profit correspondingly 
declining 7.8% at constant currency. Excluding this currency 
impact Distribution’s performance was broadly flat, with the 
second half’s performance materially improved on the first 
half following normalisation of Subaru supply constraints in 
Australia and reduced impact of currency-driven supply 
constraints in Ethiopia. Distribution in Europe saw the strongest 
growth, with growth broadly based across markets, whilst Asia 
saw a small growth despite revenue contraction supported 
by good cost control. Australasia’s Distribution profits were 
also stable excluding the transactional FX impact, despite 
supply constraints in the first half and a challenging market, 
similarly with good cost control helping to drive this. Emerging 
Markets Distribution was much improved in the second half 
with Ethiopia fulfilling two large orders, but the segment was 
impacted by the sharp contraction of the Chilean market. 
Our Retail trading profit grew 12.1% at constant currency off 
a low base, to £36.1m, with a reduction of losses in Australia 
over the year supported by cost savings. However, the business 
has now largely been sold although given the timing of these 
disposals the benefit to 2019’s profit was immaterial. The UK 
and Europe business was stable despite continued market 
pressures. Russia was also stable over the year, with competitor-
driven pressure impacting margins in the second half. 
Overall, our Group operating margin for 2019 was 4.0% 
compared with 4.3% in 2018, driven by the yen headwind. 
Profit before tax and exceptional items of £326.3m is down 6.9% 
year-on-year in actual currency and 7.4% in constant currency. 
Excluding the effect of the AUD/JPY impact, Group profit before 
tax and exceptionals was stable in comparison to the period 
last year. Reported profit before tax grew 256% year-on-year 
in actual currency. In 2019 there is a net positive operating 
exceptional gain of £75.5m resulting from the profit on 
announced disposals, offset to an extent by restructuring costs 
and asset write-offs and impairments relating to the disposals, 
as well as acquisition costs. In 2018 we saw an operating 
exceptional charge of £224m largely relating to impairments 
in our UK and Europe Retail segment. 2018 profit before tax 
also included a £13.9m exceptional non-cash finance cost 
relating to fair value adjustments in respect of US Private 
Placement loans.
The Group delivered free cash flow of £213m, compared with 
£279m in the prior year. The free cash flow decline year-on-
year reflects lower operating profit, a higher working capital 
outflow, and an £11m exceptional pension cash inflow in 
2018. The working capital outflow results from the impact of 
completing disposals and an acquisition towards year end, 
as well as higher receivables in Ethiopia, due to the delivery 
of government orders towards the end of the year. In contrast 
2018’s working capital had benefited from one-time benefits 
of improved net working capital management in our Central 
America businesses. 2019’s working capital move was only 
partially offset through a lower capex spend year-on-year, 
with reductions in tangible investments in the UK in particular. 
We achieved a FCF conversion of 57% overall, but excluding 
the one-off working capital movements described in 2019 our 
conversion would have been above 60%. 
After adopting the new accounting standard IFRS 16 that 
capitalises leases, we ended the period with net debt of £250m 
vs. £446m in 2018, reflecting in part the benefit of cash received 
through our disposal programme. Excluding these leases, net 
funds of £103m compares to £15m in the prior year. Our ROCE 
over the period was 22%, on an IFRS 16 basis, compared to 22% 
in the prior year, with lower profits offset by a lower asset base 
given impairments at the end of 2018 and disposals over 2019. 
Distribution
The Distribution segment delivered year-on-year revenue growth 
of 1.2%. Trading profit declined 7.8%. Group Distribution trading 
margin declined 70bps to 7.0%, driven by the impact of AUD/
JPY transaction headwind. The impact of announced disposals 
on 2019 revenue and trading profit was immaterial. Given its 
modest contribution to Asia’s revenue and profit, China Retail 
has historically been consolidated into Asia Distribution.
Performance review
Inchcape Annual Report and Accounts 2019
28

​
12 months 
to 31.12.19
£m
12 months 
to 31.12.18
(Restated)1 
£m
% change
% change in 
constant 
currency
Revenue
​
​
​
​
Asia
1,681.9
1,687.7
(0.3%)
(3.7%)
Australasia
1,036.3
1,198.4
(13.5%)
(11.2%)
UK & Europe
1,329.6
1,145.5
+16.1%
+17.1%
Emerging Markets
993.5
956.5
+3.9%
+6.4%
Total Distribution
5,041.3
4,988.1
+1.1%
+1.2%
Trading profit
​
​
​
​
Asia
181.9
172.2
+5.6%
+2.0%
Australasia
60.8
89.4
(32.0%)
(30.1%)
UK & Europe
43.7
34.7
+25.9%
+27.1%
Emerging Markets
67.8
86.5
(21.6%)
(19.6%)
Total Distribution
354.2
382.8
(7.5%)
(7.8%)
Trading profit 
margin
​
​
​
​
Asia 
10.8%
10.2%
0.6ppt
0.6ppt
Australasia
5.9%
7.5%
(1.6ppt)
(1.6ppt)
UK & Europe
3.3%
3.0%
 0.3ppt
0.3ppt
Emerging Markets
6.8%
9.0%
(2.2ppt)
(2.2ppt)
Total Distribution
7.0%
7.7%
(0.7ppt)
(0.7ppt)
1. IFRS 16 has been adopted with all 2018 comparatives restated. See note 33.
–– Asia revenue declined 3.7% and trading profit grew +2.0%. 
Whilst the Singapore market benefited from a Commercial 
Vehicle scrappage scheme in the first half of the year, the 
market overall contracted 5% in 2019 driven by more limited 
permit availability. However, Inchcape’s Passenger Vehicle 
sales were supported by product launches, including the 
new Toyota Rav4, which helped to drive market share 
+70bps. In Hong Kong, although the launch of attractive 
new products like the Toyota Rav4 and Toyota CHR, as well 
as new taxis, supported performance, the underlying market 
was challenging. The Hong Kong market declined 10% over 
the year, with an already weak market impacted further by 
civil unrest in H2. However, a strong focus on cost enabled 
good management of profit in both markets, and the region 
as a whole benefited from good growth in Guam, Thailand 
and Brunei where we have driven market share growth. 
Trading profit margins grew by 60bps to 10.8%, reflecting the 
region’s focus on margin against weaker revenue. China, 
which has now been disposed, contributed £9m of trading 
profit over the period.
–– Australasia revenue declined by 11.2% and trading profit 
was down 30.1%. Whilst the weakness in the Australian 
market persisted over the period, with the market down 
8% over 2019, the contraction in profit was driven by the 
AUD/JPY. Given the AUD/JPY exchange rate and the lag 
generated by our hedging policy, the impact to profit was 
£26m. The temporary slowdown in Subaru supply over 
the January to April period, which materially impacted 
H1, normalised during the second half, resulting in 2019 
Australasia profit, excluding the transactional currency 
headwind, being broadly flat year-on-year. We started to 
raise prices later in the year, where possible, to partially offset 
the headwind and we expect this, alongside other mitigating 
factors such as product mix, to be a greater benefit in 2020. 
Trading profit margins declined 160bps to 5.9%.
–– UK & Europe revenue grew 17.1% and trading profit was 
up 27.1%, with profit growth broad-based across regions. In 
the Balkans we benefited from strong market growth and 
market share gains, with Romania’s growth particularly 
strong. Performance in the Baltics was similarly supported 
by market growth and the inclusion of the new Lithuanian 
business. The Greek market’s recovery continues to support 
the region, and growth of F&I also provided a tailwind to our 
performance.
–– Emerging Markets revenue increased 6.4% but trading 
profit declined by 19.6%. Within the Emerging Markets 
division, we saw strong growth in Ethiopia over the second 
half, with the fulfilment of two large orders and improved 
currency availability easing supply constraints. Demand 
remains very strong in Ethiopia in this high margin Aftersales-
driven business. Our South American business saw good 
performance in Peru, following a more challenging 2018. 
Good performance in the segment was offset by an 11% 
volume contraction in the Chilean market, driven by a 
decline in the copper market and civil unrest, after achieving 
16% growth in 2018. The Colombian market saw strong 
growth in Commercial Vehicles, which benefited Hino 
volumes, but passenger volumes were weaker.  
–– The Central America acquisition made in March 2018 
contributed £41m of revenue and £3.5m of trading profit in 
the January to March 2019 period, prior to its annualisation 
as part of the Group. We continue to make progress with 
the business despite the market weakness. We are pleased 
with the strategic advantage the business has brought 
Inchcape for the longer term through the scale with Suzuki 
it has provided and through the market presence in Central 
America it has established. 
Retail
The Retail segment delivered a solid revenue performance, 
growing by 1.4%, and grew 5% when excluding the impact on 
2019 revenue growth from announced disposals. Trading profit 
increased 12.1% year-on-year, from a low base, with margins up 
10bps year-on-year. The impact of disposals on trading profit in 
2019 was immaterial.  
​
12 months 
to 31.12.19 
£m
12 months 
to 31.12.18 
(Restated)1 
£m
% change
% change in 
constant 
currency
Revenue
​
​
​
​
Australasia
306.7
382.2
(19.8%)
(17.5%)
UK & Europe
3,004.9
3,057.6
(1.7%)
(1.6%)
Emerging Markets
1,026.8
849.1
+20.9%
+20.7%
Total Retail
4,338.4
4,288.9
+1.2%
+1.4%
Trading profit
​
​
​
​
Australasia
(1.4)
(5.8)
+75.9%
+80.9%
UK & Europe
17.5
17.7
(1.1%)
(0.6%)
Emerging Markets
20.0
20.2
(1.0%)
(1.0%)
Total Retail
36.1
32.1
+12.5%
+12.1%
Trading profit 
margin
​
​
​
​
Australasia
(0.5%)
(1.5%)
+1.0ppt
+1.0ppt
UK & Europe
0.6%
0.6%
+0.0ppt
+0.0ppt
Emerging Markets
1.9%
2.4%
(0.5ppt)
(0.5ppt)
Total Retail
0.8%
0.7%
+0.1ppt
+0.1ppt
1. IFRS 16 has been adopted with all 2018 comparatives restated. See note 33
Inchcape Annual Report and Accounts 2019
29 
STRATEGIC REPORT
GOVERNANCE
FINANCIAL STATEMENTS

Operating and financial review continued
–– UK & Europe revenue declined 1.6% year-on-year and 
trading profit declined 0.6% on a small base. Revenue grew 
1% when excluding the 2019 impact of the announced 
disposals. The stabilisation of profit was pleasing considering 
the declines experienced over 2018 and amidst continuing 
UK market pressures. The UK market was down 2% over the 
year, with diesel decreasing by a further 22% leading to a 
continued oversupply of New car product in the market. An 
improved opening inventory position at the start of the year, 
a focus on driving all value drivers and a focus on costs 
helped to stabilise performance. Poland Retail performed 
well over the period. Inchcape Fleet Solutions (UK), which 
has now been disposed, contributed £9m of trading profit 
over the period.
–– Emerging Markets, which for Retail includes only Russia, 
saw 20.7% revenue growth in the reporting period although 
trading profit decreased 1.0%. The 50bps decline in margins 
was largely owing to competitor-discounting activity in New 
cars, in the second-half, which we expect to be temporary. 
However, over the year performance in Aftersales, Used and 
F&I remained strong, offsetting the New car impact.
–– Australasia will no longer be disclosed as a Retail segment 
as of 2020, following our sale of most of the business in H2 
2019, but performance in 2019 was good. Despite revenue 
declining 17.5% year-on-year, the business reported a 
significantly smaller loss over the period compared to the 
prior year. 
Value drivers
Our gross profit is split into Aftersales and Vehicle sales as per 
the following definition:
–– Gross profit attributable to Vehicles – New vehicles, Used 
vehicles and the associated F&I income; and
–– Gross profit attributable to Aftersales – Service and Parts.
​
​
Gross profit 
£m
% change
% change in 
constant 
currency
​
12 months 
to 31.12.19 
£m
12 months 
to 31.12.18 
£m
​
​
Group
​
​
​
​
Vehicles
772.3​
809.7
(4.6%) 
(4.8%) 
Aftersales
499.8​
491.6
+1.7% 
+1.5% 
Total Retail
1,272.1
1,301.3
(2.2%) 
(2.4%) 
Over the reporting period we saw a 4.8% decline in Vehicle 
gross profit and a 1.5% increase in Aftersales gross profit. We 
operate across the automotive value chain and over 2019 
generated 39% of gross profit through Aftersales, compared to 
38% in the prior year. 
2020 Outlook 
We expect profits to be down modestly year-on-year. This 
excludes an anticipated transactional AUD/JPY headwind, 
profit lost following the disposals in 2019, and any impact from 
coronavirus. Key drivers to this include the market contraction 
in Singapore, continued political uncertainty in Hong Kong 
and weakness in the Australian market. Offsetting factors are 
expected to be the continued strength in Europe and solid 
growth in Emerging Markets, with support from announced 
acquisitions. Looking beyond 2020 we expect the declines in 
Singapore to have a lower impact on the Group.
Whilst we also anticipate a gross £25m AUD/JPY headwind over 
the year in Australasia we expect to offset this partially through 
mitigation factors which should reduce the net headwind to 
£15m on profits. Profit attributable to the announced disposals 
will reduce trading profit by £18m in 2020. 
The effect of coronavirus on demand and supply remains 
uncertain and we continue to monitor the situation closely. 
In February we have seen a small impact on our Asia business, 
with reduced footfall in Hong Kong, Singapore and Macau. 
Our primary focus remains the health and safety of our 
employees and our customers. One of the attractive qualities 
of Inchcape’s business model is the diversification of revenue 
streams and geographies, which provide opportunities to 
support performance.
We remain focused on improving the efficiency of the business 
through our Ignite initiatives and controlling costs to manage 
the headwinds expected over the year.
Other financial items
Central costs
Unallocated central costs for the year were £17.2m before 
exceptional items (FY 18: £16.3m). The small increase in 
costs reflects continued cost control, despite the reversal 
of one-off benefits seen in the prior year relating to central 
insurance  operations.
Operating exceptional items
Over 2019, we have benefited from a £75.5m exceptional 
operating gain which reflects a £108.8m gain largely relating to 
the disposal of our UK fleet business and China Retail business, 
offset by some restructuring costs and asset impairments 
relating to these disposals, as well as acquisition costs. In 2018, 
the Group recorded exceptional operating costs of £223.7m 
comprising goodwill and other asset impairments of £211.1m, 
costs of £7.2m relating to the acquisition and integration of 
businesses, primarily the Grupo Rudelman business in Central 
America, and £5.4m as a result of equalising Guaranteed 
Minimum Pensions in the Group's UK pension schemes 
following a ruling in the High Court.
Net financing costs
Net financing costs, before exceptional finance costs, were 
£47.1m (FY 18: £48.1m). The interest charge is stated on an 
IFRS 16 basis and excluding interest relating to leases our net 
finance charge was £27.7m vs. £28.1m in the prior year.
In 2018 we incurred an exceptional finance cost of £13.9m. 
This represented a one-off correction to the fair value basis of 
assessment of the Group’s US$ Private Placement loan notes. 
This amount was reported as an exceptional item in order to 
provide additional useful information regarding the Group’s 
underlying business performance. 
We expect net financing costs in 2020 will amount to c£44m. 
Tax
The effective tax rate for the period before exceptional items 
is 23.2% (FY 18: 22.6%), the increase being primarily due to 
the recognition of a provision in respect of the European 
Commission’s judgment in respect of the UK’s controlled foreign 
company rules.
We expect the effective rate to be 24-25% in 2020 given 
profit mix and the impact of unrecognised trading losses 
in certain markets.
Inchcape Annual Report and Accounts 2019
30

Non-controlling interests
Profits attributable to our non-controlling interests were £5.8m 
(FY 18: 7.0m). The Group’s non-controlling interests principally 
comprise a 33% minority holding in UAB Vitvela in Lithuania, a 
30% share in NBT Brunei, a 10% share of Subaru Australia and 
6% of the Motor Engineering Company of Ethiopia.
Foreign currency
The Group benefited from a gain of £4.5m (FY 18: a loss of 
£15.5m) from the translation of its overseas profits before tax 
into sterling at the average exchange rate over the 12 months 
when compared with the average exchange rates used over 
the comparable period for translation in 2018.
Dividend
The Board recommends a final ordinary dividend of 17.9p per 
ordinary share which is subject to the approval of shareholders 
at the 2020 Annual General Meeting. This gives a total dividend 
for the year of 26.8p per ordinary share (2018: 26.8p). The 
dividend will be paid on 19 June 2020 to all shareholders 
on the register of members on 15 May 2020. A Dividend 
Reinvestment Plan (DRIP) is available to Ordinary shareholders 
and the final date for receipt of elections to participate in the 
DRIP is 29 May 2020.
Pensions
At the end of 2019, the IAS 19 net post-retirement surplus 
was £9.5m (2018: £81.9m), with the decrease driven largely 
by changes in financial assumptions which were partially 
offset by a higher value of plan assets. In line with the funding 
programme agreed with the Trustees, the Group made 
additional cash contributions to the UK pension schemes 
amounting to £2.8m (2018: £2.7m). 
The Trustees of the Inchcape Motors Pension Scheme are 
currently progressing with the actuarial valuation as at 5 April 
2019, and future levels of contributions will be agreed with the 
Trustees in due course.
During 2018 the trustees of the TKM pension scheme returned 
£16.8m before tax (£10.9m after tax) to the Group following the 
wind up of that scheme.
Acquisitions and disposals
During 2019 Inchcape spent a total cash consideration 
of £41.2m (net of cash acquired) to purchase the BMW 
business in Lithuania from Modus Group and Autolider, the 
distributor of certain Daimler brands in Uruguay and Ecuador. 
The acquisition of Daimler’s own Mercedes passenger car 
and private vans distribution operations in Colombia was 
announced on 22 January 2020.
Over 2019 Inchcape disposed of various businesses that fell 
within our Retail-only business for a total of £249.8m (net of cash 
within the business).
In March 2018, the Group acquired Grupo Rudelman, a Suzuki 
focused distribution business with integrated retail assets 
operating in Costa Rica and Panama. The total cost of this 
acquisition was £155.5m including cash acquired of £8.5m. 
During 2018 the Group also entered into a Distribution contract 
with Jaguar Land Rover to distribute the Jaguar and Land 
Rover brands in Kenya and acquired one Lexus site in the UK. 
The Group also disposed of its Jaguar Land Rover operations 
in Shaoxing and a dealership in the UK generating disposal 
proceeds of £13.4m.
Financing
Driven by upcoming maturities, in February 2019 we refinanced 
our core Revolving Credit Facility (RCF). This has increased our 
committed facilities from £620m to £700m at improved rates. 
The RCF matures in February 2024 and has an option to renew 
until 2026.
Capital expenditure
During 2019 the Group invested £53.9m, significantly lower year-
on-year given a reduction in tangible investments, particularly 
in the UK, although our spend on digital investments increased 
year-on-year. Key 2019 projects included capacity investments 
in Ethiopia and investments around our development of an 
omni-channel proposition. During 2018, the Group invested a 
total of £99.3m of net capital expenditure, although excluding 
exceptional investments in the UK, capex spend was c.£75m in 
2018.
In 2020 we expect capex to resume to a more normalised level 
of c.£75m.
Cash flow and net debt
The Group generated free cash flow of £212.9m (FY 18: 
£278.9m) given a meaningful swing in working capital. After 
the acquisition of businesses in the year as well as disposal 
proceeds relating to disposals in China, Australia and the UK, 
the payment of the final dividend for 2018 and £100m of share 
buybacks, the Group had net debt of £249.9m (FY 18: net debt 
of £445.9m). Net funds excluding lease liabilities is £102.9m (FY 
18: net funds of £14.5m).
Reconciliation of free cash flow
​
12 months to 
31 December 
2019
£m
12 months to 
31 December 
2019  
£m
12 months to 
31 December 
2018
(restated) 
£m
12 months to 
31 December 
2018
(restated) 
£m
Net cash generated from operating activities
​
327.2​
​
436.9​
Add back: Payments in respect of exceptional items
​
10.5​
​
10.1​
Net cash generated from operating activities, before exceptional items
​
337.7​
​
447.0​
Purchase of property, plant and equipment
(44.9)
​
(90.8)
​
Purchase of intangible assets
(24.7)
​
(34.4)
​
Proceeds from disposal of property, plant and equipment
15.7​
​
25.9​
​
Net capital expenditure
​
(53.9)
​
(99.3)
Net payment in relation to leases
​
(65.1)
​
(63.0)
Dividends paid to non-controlling interests
​
(5.8)
​
(5.8)
Free cash flow
​
212.9​
​
278.9​
Included within Free Cash Flow are movements in restricted cash balances described in note 19.
Inchcape Annual Report and Accounts 2019
31 
STRATEGIC REPORT
GOVERNANCE
FINANCIAL STATEMENTS

Operating and financial review continued
Regional business models
Asia
At the heart of the Asia region, we are the Distributor and exclusive Retailer for Toyota, Lexus, Hino and Suzuki and operate Distribution 
and exclusive Retail for Jaguar, Land Rover and Ford in Hong Kong with additional Distribution and Retail franchises across the region.
Country
Business model
Brands
Hong Kong 
Macau
Distribution & Exclusive Retail
Toyota, Lexus, Hino, Daihatsu, Jaguar, Land Rover, Ford, Maxus
Singapore
Distribution & Exclusive Retail
Toyota, Lexus, Hino, Suzuki
Brunei
Distribution & Exclusive Retail
Toyota, Lexus
Guam
Distribution & Exclusive Retail
Toyota, Lexus, BMW, Chevrolet
Saipan
Distribution & Exclusive Retail
Toyota
Thailand
Distribution & Exclusive Retail
Jaguar, Land Rover
China
Retail1
Porsche, Lexus, Mercedes
Australia
We are the Distributor for Subaru in both Australia and New Zealand, in addition to Peugeot and Citroen in Australia. We also 
operate multi-franchise Retail operations in Sydney, Melbourne and Brisbane.
Country
Business model
Brands
Australia
Distribution & Retail
Subaru, Peugeot, Citroen
​
Retail1
BMW, Jaguar, Land Rover, VW, MINI, Isuzu, Kia, Aston Martin, Bentley, McLaren, 
Rolls-Royce, Mitsubishi
New Zealand
Distribution
Subaru
In Australia we operated BMW, Jaguar, Land Rover, VM, MINI, Honda, Isuzu, Kia, Mitsubishi, Aston Martin, Bentley, McLaren and Rolls-
Royce retail sites until Q3 2019.
UK & Europe
We have scale Retail operations across the core regions of the UK focused on premium and luxury brands. Our European 
operations are centred on Toyota and Lexus Distribution in Belgium, Greece and the Balkans, BMW Retail in Poland and a number 
of fast-growing businesses in the Baltic region focused on Jaguar Land Rover, Mazda and other brands.
Country
Business model
Brands
UK
Retail1
Toyota, Lexus, Audi, BMW, MINI, Jaguar, Land Rover, Mercedes, VW, Porsche, Smart 
Belgium
Luxembourg
Greece
Romania
Bulgaria
Macedonia
Albania
Distribution & Retail
Toyota, Lexus
Finland
Distribution
Jaguar, Land Rover, Mazda
Estonia
Distribution & Retail
Jaguar, Land Rover, Mazda, BMW, MINI, Kia
Latvia
Retail
BMW, MINI, Ford, Jaguar, Land Rover, Mazda,
Lithuania
Distribution & Retail
Mitsubishi, Jaguar, Land Rover, Mazda, Ford, Hyundai, BMW, MINI, Rolls-Royce
Poland
Retail
BMW, MINI
Emerging Markets
In South America, we have BMW Distribution businesses in Chile and Peru as well as Subaru and Hino operations across these 
markets, Colombia and Argentina. Our business in Ethiopia is centred on Distribution and exclusive Retail for Toyota. In Russia we 
operate 22 Retail centres in Moscow and St Petersburg representing a number of our global OEM partners.
Country
Business model
Brands
Ethiopia & Djibouti
Distribution & Exclusive Retail
Toyota, Daihatsu, Komatsu, New Holland, Hino
Kenya
Distribution & Retail
Jaguar, Land Rover, BMW
Russia
Retail
Toyota, Audi, BMW, Jaguar, Land Rover, Lexus, MINI, Rolls-Royce, Volvo
Chile
Distribution & Retail
BMW, Subaru, Rolls-Royce, Hino, DFSK, Kia
Peru
Distribution & Retail
BMW, Subaru, DFSK, BYD
Colombia
Distribution & Retail
Subaru, Hino, DFSK, Mack, Jaguar, Land Rover, Daihatsu, BAIC, Mercedes-Benz2
Argentina
Distribution & Retail
Subaru, Suzuki
Costa Rica
Distribution & Retail
Suzuki, BAIC, JAC, Changan, Kubota
Panama
Distribution & Retail
Suzuki, JAC, Changan, Great Wall
Uruguay
Distribution & Retail
Mercedes-Benz, Freightliner and Fuso 
Ecuador
Distribution & Retail
Mercedes-Benz
1.	 The sale of retail operations in China completed on 12 December 2019, whilst the majority disposal of Australia Retail operations completed at various dates over H2 2019 but 
with the largest component completing on 2 December 2019. The UK’s Fleet Solutions business disposal completed on 31 December 2019.
2.	 The acquisition of Mercedes-Benz distribution in Colombia has been announced and is yet to complete.
Inchcape Annual Report and Accounts 2019
32

Our business, our future 
CSR is one of the mechanisms that underpins the long-term sustainability and viability  
of the Company. It is an important contributor to building Trust, which is at the heart of our Ignite 
strategy’s vision: to become the world’s most trusted automotive Distributor and Retailer.
Our CSR strategy comprises three core pillars; our people; health and safety; and sustainability  
and the environment.
Percentage of responding employees
All employees
Leadership
Our people
The knowledge, experience and dedication to excellence 
embodied by Inchcape employees is the Company’s greatest 
asset. We aim at both a Group and market level to ensure that 
our people’s value is recognised and rewarded; that talent is 
developed through learning; that our people are engaged 
and communicated with effectively; and that all employees are 
empowered to achieve their personal goals at each stage of 
their career with Inchcape.
We are focused on creating a socially conscious culture based 
on inclusivity and learning. 
–– We believe that the business is strengthened by embracing 
diversity in the workplace and this is underpinned by market 
relevant policies and practices. 
–– We foster a learning culture to enable people to optimise 
their performance in role and truly realise their potential.
–– We aim to empower our people to collaborate in 
communities of practice; to share and work together, 
knowing that their contribution is truly valued.
The approach we take to engaging and developing our 
employees is designed to proactively defend against key risk 
16, see pages 43 and 50.
2019 progress
Leadership and talent
We have further developed the quality, breadth and depth 
of our People data to further support and prioritise our work 
in many areas, including talent, leadership development 
and effective succession. We have extracted rich insight to 
understand where we can make improvements in diversity, 
and we have made further progress in identifying high-potential 
individuals to support our long-term succession strategy from a 
broad pool of diverse talent.
Our 2020 Talent Strategy includes the launch of Careers@
Inchcape – giving individuals improved access to career 
development tools to realise their potential, effectively 
transition into new roles/opportunities and further develop 
our succession pipeline. 
Additionally, we have further developed our online 
development portal (hive) giving more employees mobile 
access to both latest thinking and development and key 
market data, trends and insight, aligned to strategic priorities. 
‘Employee Experience’ consultation
Understanding employees' 'experience' at Inchcape is key to 
ensuring an ongoing cycle of improvements, to drive better 
retention, motivation and, ultimately, performance. 
1
The total population Employee Experience consultation 
completed its first two-year cycle in 2019, and we also 
conducted our first more specific consultation for our senior 
leaders population. As well as the standard questions asked 
of all employees, the additional focus of this initiative was to 
question in greater depth how well our leaders understand 
and agree with the strategy and direction of the organisation. 
We were pleased with the results of the consultation, with some 
headlines shown below.
In addition, these data sets are allowing us to create detailed 
action plans across all our teams to improve where there is 
a clear gap between expectation and experience. We are 
also now able to understand where engagement is strong 
and to see where we are creating a positive experience for 
our employees.
79%
92%
Intention to stay 12 months +
All employees
Leadership
91%
Intention to recommend
All employees
Leadership
80%
91%
82%
Inchcape Annual Report and Accounts 2019
33 
STRATEGIC REPORT
GOVERNANCE
FINANCIAL STATEMENTS

2
Health and Safety
The health and safety of our people, customers and all who use our facilities is of the utmost importance to us. We are committed to 
providing environments that can be trusted as spaces in which to work that are clean, safe and promote healthy work-life balance.
Our ambition is to achieve zero avoidable safety incidents by continually challenging ourselves, sharing best practices and investing 
in the systems and structure to support our objectives.
This commitment is underpinned by the creation of a pan-market Group HSE Community of Practice. With operations in 33 
international markets and no single standard worldwide HSE guideline to apply to the business, we feel that it is incumbent on us 
to build a consistent Inchcape approach with shared best practice and leveraged scale.
The primary function of the HSE Community of Practice is to develop a single direction for Inchcape’s health and safety culture, 
with responsibility for implementing it part of every business's day to day activities. During 2019 we conducted over 450 separate 
HSE audits.
Main activities
​ How we have progressed in 2019 
Establishing 
performance 
transparency
​
–– We now have global HSE KPIs
–– We have developed a business intelligence tool to support analysis and established a dashboard
–– Developed a full set of global and local policies and procedures which are now being rolled out
​
​ ​
Managing 
Communities of 
Practice
​
–– Recruited and trained 42 HSE 'champions' to promote adoption of best practices and improve 
standards throughout our global markets
–– Established regular Communities of Practice communications to improve the visibility of HSE in 
the business, and further improve compliance
​
​
Codifying  
Inchcape 
practices and 
standards
​
–– We conducted 457 visits to sales and servicing departments to understand the risk profile of our 
businesses, and establish a robust HSE Strategic Plan
–– A standard structure for the development of HSE documentation was agreed by the Community 
of Practice
​
​
Coordinating 
opportunity 
assessments
​
–– We have developed a range of tools to support an agreed approach to risk and opportunity 
assessments including hazard and incident notification reports, daily checklists, management site 
reviews, as well as an audit library
–– Through established 'Global Safety Alerts' the Communities of Practice share insights on incident and 
learning opportunities​
​
​
Providing expert 
support
​
–– The HSE champions are tasked with driving local site engagement which has begun with the rollout 
of the first Risk Management Programme 
–– The champions comprise a key support mechanism to enable managers, supervisors and employees 
to extend their knowledge of HSE risk and compliance
​
​
Support training
​
–– We have now developed a range of training programmes for all employees to understand the key risks 
and mitigation actions
–– An internal HSE Diploma is being developed in 2020 to upskill employees to a globally recognised 
standard
Inchcape Annual Report and Accounts 2019
34 
Corporate social responsibility

We are committed to making continuous improvement in our 
emissions however we are also considering whether, in light of 
our broad regional spread, adopting a more 'science-based' 
target would be appropriate. We are still working closely with 
the Carbon Trust to improve in this area and are focused on 
delivering effective energy management in all our sites. 
As the business continues to develop, for instance including 
the implementation of the omni-channel platform as detailed 
on page 7, we are evolving our approach to ensure we are 
able to build strategic alignment with our business model 
and the needs of our OEM partners. In the meantime, we are 
developing energy management best practice guidance 
to help those working at retail sites to better understand the 
concepts of energy management and energy efficiency. 
The guidance will focus on key energy using systems and 
processes such as lighting, IT server rooms, heating, ventilation 
and air conditioning, compressed air and renewables. 
In addition to monitoring our energy and emissions we have 
also participated in the CDP (previously the Carbon Disclosure 
Project) for the last two years after receiving feedback from 
investors and customers. We will continue to participate 
annually and will endeavour to manage our impact on the 
environment. Our score remained the same in 2019 as the 
previous year however there was an improvement in our 
climate-related risk assessment analysis which we will continue 
to focus on in 2020.
As key areas of focus, we continue to review CDP improvement 
recommendations in the following areas: 
Environment
3
Governance: 
structure and applicable incentives for the management of 
climate-related issues 
Targets: 
science-based targets that are set at least five years from 
the start year and include progress percentage of emissions 
achieved
Opportunity disclosure: 
potential financial impact, time frame, likelihood, and 
magnitude of impact for climate-related opportunities
Risk management process: 
the process for identifying, assessing and managing physical 
and transitional risks and opportunities
Risk disclosure: 
descriptions, financial impacts, and management methods 
associated with climate-related risks
The GHG emissions for 2019 and for the two years prior are 
given on page 100 in the Directors’ Report.
Importantly, our approach to business and environmental 
sustainability can be linked to our long-term customer strategy 
and the development of our omni-channel platform. This future 
model consists of a matrix approach to customer interactions 
both on and off-line and the vision is that this will contribute to 
a lower carbon intensity with a reduced physical dealership 
footprint as, over time, more customer interactions will take 
place online and virtually. More details of this project, our 
approach and its progress can be found in the Ignite strategy 
dashboard on pages 18-19, and in our commentary on the 
evolving automotive routes to market on page 7.
Case study
Current legislation in the UK identifies 2035 as the point by 
which sales of new petrol, diesel and hybrid vehicles will 
have been phased out, with BEV (battery electric vehicle) 
currently the preferred zero emission drivetrain of the future.
As we seek to support both our OEM partners and our 
customers in the transition to a significantly lower carbon-
intensive future, we have recently begun marketing the 
full electric and hybrid range available in a curated section 
of the UK’s consumer website. The ambition is not only to 
present the alternative drivetrain offer to customers, but 
also to educate them on the environmental and financial 
benefits that switching away from ICE (internal combustion 
engine) can deliver. 
Adoption of reduced emission vehicles in the UK, and 
elsewhere, is rising; Inchcape is reskilling its employees 
and adapting service bays to manage a higher proportion 
of electric vehicles through its Aftersales processes. With 
this initiative, we are now also ensuring that we offer our 
customers low to zero emission options for their new car 
purchases, taking a responsible position in the developing 
low carbon society of the future. 
Inchcape Annual Report and Accounts 2019
35 
STRATEGIC REPORT
GOVERNANCE
FINANCIAL STATEMENTS

Non-financial information statement
The table sets out the non-financial information as required under the Non-Financial Reporting Directive.
Reporting requirement 
Relevant policy
Where to read more
Page 
Environmental matters
Code of Conduct
See below
Employees 
Code of Conduct 
Health & Safety Policy
CSR Report
Directors’ Report
36
100
Social matters 
Code of Conduct
See below​
Human rights 
Code of Conduct 
Modern Slavery Statement
See below​
www.inchcape.com
Anti-bribery and corruption
Anti-bribery and Corruption Policy
Gifts and Hospitality Policy
Code of Conduct​
See below
Business model 
n/a
Our business model 
Pages 8 to 16
The Group’s business model, including our value chain, is on pages 8 to 16. 
The Group’s key stakeholders and how the Group has engaged with them during the year is explained on page 16. 
The Group’s principal risks are given on pages 39 to 51. 
Code of Conduct 
In 2018 we launched a new Code of Conduct across the 
business. To further embed the Code and its requirements, 
online training was launched in 2019 across the whole 
Group, in 18 languages. Topics and scenarios were tailored 
to our business ensuring it was relevant and impactful for 
our employees. 
Over 16,500 employees were assigned the online Code training 
and completion rates are monitored by the Group Compliance 
Team. Excluding the UK, we achieved 99% completion across 
the Group – each market achieved a completion rate of 
at least 95%, with most achieving 100%. The UK launched 
their training in Q4 of 2019, they are aiming for at least 95% 
completion during Q1 of 2020. New joiners across the Group 
are also required to undertake the online Code training as part 
of their induction. 
Where employees do not have access to a computer, we have 
ensured that they are made aware of the Code and what is 
required of them through various non-digital means.
Environmental matters
The Group’s business model, of Distributing and Retailing 
vehicles, is not reliant on natural resources however the 
vehicles we sell for our OEM brand partners, are. Each of our 
OEM partners has developed comprehensive sustainability 
programmes and the automotive industry in general has made 
significant progress in reducing vehicle emissions. We work 
with OEM partners who are at the forefront of technological 
advances to improve fuel efficiency and to develop alternative 
powertrains, such as electric and hybrid. We ensure that our 
business model and the infrastructure are in place to support 
the changing industry and to be able to deliver cleaner 
technologies to our customers as their preferences change. 
As an automotive Distributor and Retailer, we do not have a 
manufacturing footprint to manage, however, we use energy 
in our dealerships, transport cars and parts globally and have 
an impact from business travel. We measure and report our 
greenhouse gas emissions which are given on page 100. Whilst 
we do not have a global environmental policy, each business 
is committed to reducing its energy usage and to managing 
energy in the most efficient way and the Code of Conduct sets 
out the expectation that employees: 
–– Seek all opportunities to reduce waste and energy usage, to 
recycle where possible and to switch off appliances when 
not in use; 
–– Favour the use of environmentally sustainable supplies and 
materials; and 
–– Look for opportunities to reduce business travel where possible. 
Employees
Our employees are integral to the delivery of the Ignite 
strategy. Failure to attract, retain and develop our people is a 
principal risk for the Group and the description, impact and 
mitigating actions taken by the Group are given on page 50. 
As the industry experiences a period of significant change, 
we continually review the skills of our employees to ensure 
we can deliver for customers and OEM partners. Training 
and development programmes are carried out within each 
business and include various initiatives such as technician 
programmes and apprenticeships. 
An Employee Experience Consultation is carried out globally to 
ensure that we understand the views of our employees. Further 
information is on page 33. The findings of the consultation are 
reviewed by the CSR Committee which then monitors action 
plans implemented by management to address any issues. The 
Chair of the CSR Committee has designated responsibility for 
ensuring that employee views are communicated to the Board 
and he reports on a bi-annual basis. 
We are making improvements on how we collate and 
manage the data on our people and have created a ‘People 
Dashboard’ which will enable us to track the employee 
journey. This data will allow us to monitor people KPIs to gain an 
understanding of where improvements can be made. 
Employee-related policies are implemented at a local level and 
include policies on pay and rewards, flexible working, maternity 
and paternity policies. 
Human rights
We embrace, support and respect the human rights of 
everyone we work with and we comply with appropriate 
human rights legislation in the countries in which we operate. 
We did not receive any reports of human rights abuses during 
2019. We do not use or accept forced, bonded, involuntary 
or child labour. We only employ people who choose to work 
freely and respect their rights to equal opportunities and 
freedom of association.
Inchcape Annual Report and Accounts 2019
36

Social matters
We believe in supporting the different cultures and communities in which we operate, often through sponsorship and support for 
local charities or local people. All our colleagues can be involved in such initiatives and can expect to be supported by Inchcape in 
their efforts to help local communities.
We do not have a global policy covering specific social matters and any initiatives are governed by the local business. Initiatives 
across the Group include: 
Market
2019 Activity
Russia
2019 was fourth year of ongoing employee support for ‘Gift of Life’ children’s cancer charity. Gift giving drive 
for children with oncological illnesses.
Poland
Several internal initiatives to improve back office sustainability including energy saving measures, reduction 
of plastic, paper and print materials.
Estonia
Regular social initiatives run each summer. 2019 included toy and play area donation drive for hospitalised 
children, and coffee facilities for staff.
Ethiopia
Employee blood donation drive; support for Government greening campaign by planting trees; financial 
support for Mother & Child Rehabilitation Centre.
Kenya
Donation of new defibrillator to AIC Kijabe Hospital, one of the biggest receivers of road traffic casualties 
in Nairobi.
Chile
Christmas gift giving in partnership with Development Corporation for Children at Social Risk and San Vicente 
Children’s home in Lo Barnechea.
Panama
Funds raised to donate Christmas baskets and toys to sponsored children; donated school supplies in Valle 
De Antón.
Romania
Environment cleaning volunteer days; plastic reduction initiatives; collaboration with key OEM partner as part 
of Toyota Green Month.
Greece
Beach clean ups in Athens and Thesaloniki; blood donation drives twice in the year; Toyota Hellas’ Running 
Team in aid of child welfare charity ‘Together For Children’; food and essentials donated for SOS Childrens’ 
Villages Greece supporting homeless and abandoned children.
Anti-bribery and corruption
We have a global policy which is available to all Group employees via iConnect, the Group’s global intranet. The policy states 
our zero-tolerance stance to bribery and corruption and mandated procedures. In 2020, identified employees will be required to 
complete a new online training module. This will also be included in the induction programme for new employees whose role and 
remit require additional focus in this area.
Programme compliance is monitored via reports to Speak Up!, the external whistleblowing channel, and adherence to other 
relevant policies such as the gifts and hospitality policy.
Reports to Speak Up! are monitored by an independent third party. Reports on anti-bribery and corruption matters are escalated 
to the iPOM Committee and, if significant in nature, are reported to the Audit Committee. The iPOM and Audit Committees monitor 
management’s response to any issues and the implementation of any action plans deemed necessary. See page 40 for details of 
the committee's responsibilities.
As part of our monitoring and assurance procedures, the Internal Audit team carried out a global anti-bribery audit, covering eight 
markets. The objective of this review was to: understand related risk; assess the effectiveness of the anti-bribery and anti-corruption 
programme (including supplier selection and payments, gifts and hospitality monitoring and employee reference checking, for 
example); and determine what the organisation can do to further minimise risks in this area. The audit outcomes enabled us to 
further strengthen our control framework, particularly in relation to business partner selection and payment approvals. 
Inchcape Annual Report and Accounts 2019
37 
STRATEGIC REPORT
GOVERNANCE
FINANCIAL STATEMENTS

Suzuki
We have a long-standing partnership with Suzuki of over 40 
years, the majority of that time being in Singapore. However, 
we significantly expanded this relationship in 2018 through 
acquisition and awarding of the Distribution contracts in 
Costa Rica, Panama and Argentina. This expansion added 
to our established South America platform with our first 
move into Central America and the addition of two brand 
new markets to our global portfolio.
Locations
Distribution
Costa Rica, Panama, Singapore, Argentina
Inchcape Annual Report and Accounts 2019
38

Our framework and approach
The automotive industry is set to experience a period of rapid and unprecedented change, bringing 
both risks and opportunities. We operate in an ever-changing, dynamic environment where economic, 
political, environmental, social, legal and technological changes present a complex risk landscape 
which could impact our ability to achieve our strategic objectives.
Risk management
The Board determines the nature and extent of the risks it is 
willing to take in order to achieve its objectives and oversees 
a comprehensive risk management framework to help it do 
so. By managing our risks in a professional and consistent way, 
we aim to operate with true ‘peace of mind’. 
We believe that our diversity of brand portfolio and geographic 
spread, combined with our strong balance sheet, cost control 
and risk-aware decision-making processes, make us resilient to 
all but the most significant and persistent risks.
Inchcape Peace Of Mind – our approach to risk
Inchcape Peace of Mind (iPOM) is our Group-wide risk 
management and governance framework with a focus not 
only on a clear and consistent process, but also empowering 
each and every one of our colleagues to consider the 
risks associated with the decisions they take. Through this 
framework, our management teams identify, evaluate and 
mitigate their principal risks, and there is a clear reporting and 
monitoring process to ensure that this is done effectively. 
The Group has a three lines of defence model, with the first 
line of defence being our market management teams and 
the policies and procedures they have implemented locally; 
the second line of defence are the oversight functions together 
with regional and Group management; and the third line of 
defence is the Internal Audit function. 
The Board carries out a robust assessment of principal and 
emerging risks which include those that would threaten the 
business model, future performance, solvency and liquidity, 
during the annual review of the Group principal risk footprint 
and during the Board’s consideration of its risk appetite 
in relation to those risks. The Board adopts an integrated 
approach to risk by discussing the principal risks throughout 
the year as part of its decision-making process. The Board is 
assisted in this capacity by the Audit Committee, the Group 
Executive Committee and the Group iPOM Committee, who 
all have specific roles to play in our risk framework.
The Board focuses its review of the principal risks according 
to both the potential severity and likelihood of those risks, but 
also with regard to the level of influence we are able to exert 
over them. In doing so it ensures that the Group’s risk mitigation 
activities are centred on those risks where it can have the 
greatest influence in the context of its risk appetite.
Continuously reviewing and refining our procedures, processes 
and frameworks helps to prevent risks from impacting our 
business and enables us to respond promptly and decisively 
when they do. This gives us confidence in our ability to achieve 
our strategic objectives and supports the long-term sustainable 
growth of our business.
Risk appetite statement 
During the year the Board considered its risk appetite against 
each of the principal risks, but with a strong focus on strategic 
and managed risks where we perceive we have the greatest 
influence. 
–– Strategic risks – those risks that are directly addressed by the 
Ignite strategy. 
–– Managed risks – those risks where our ability to influence the 
impact and/or likelihood is relatively high.
–– Inherent risks – those risks where our ability to influence and/
or likelihood is limited.
The Board also discussed its risk appetite with regard to inherent 
risks, but with recognition that we have proportionately less 
influence upon these, and whilst we mitigate as far as we can, 
some inherent risks are an accepted part of doing business. 
In summary, the Board has a very low appetite for risks that 
could lead to breaches of legal and regulatory requirements, 
in particular any violations of health, safety and environmental 
legislation, and we have recently made additional investments 
in these areas to ensure we maintain appropriate compliance 
processes.
In keeping with the Ignite strategy, we also have a low appetite 
for risks that could impact our reputation, or that of our OEM 
partners, customers or employees, for example in the areas 
of data management and cyber security, as evidenced by 
our focus on fraud and internal control, GDPR compliance 
processes and data management and through the 
implementation of a comprehensive cyber security strategy.
In contrast, the Group has a higher risk appetite in relation to 
operating in economically or politically challenging markets, 
as demonstrated by our recent entry into Uruguay and 
Ecuador. Inchcape has experience in successfully managing 
operations in volatile markets and believes it has the capability, 
governance and control procedures in place to address the 
challenges they represent.
We recognise that the automotive industry is ripe for disruption 
and as such we are closely monitoring the opportunities and 
challenges that may arise. We are willing to take measured risks 
and make calculated investments to preserve and improve our 
position in the future automotive value chain, as evidenced 
by the significant investments we are making in the digital 
customer journey, and fleet servicing. Emerging Markets offer 
potentially higher long-term growth, although carry the risk of 
greater short-term volatility. 
Inchcape Annual Report and Accounts 2019
39 
STRATEGIC REPORT
GOVERNANCE
FINANCIAL STATEMENTS

Risk management continued
Board
The Board is responsible for setting out its risk appetite and for reviewing 
the Group’s principal risks in that context. In addition to the annual risk 
assessment, the Board adopts an integrated approach by discussing 
the principal risks as part of its strategy review process.
Audit Committee
The Audit Committee has delegated responsibility from the Board 
for reviewing the effectiveness of risk management, internal controls, 
compliance and whistleblowing and receives regular reports from 
management, the Head of Corporate Assurance, and the Head of 
Internal Audit. 
Group Executive Committee
The Group Executive Committee carries out routine evaluations 
of the Group’s principal risks and ensures that appropriate mitigating 
actions are identified and implemented. It annually reviews and 
approves the Group principal risk footprint.
Group iPOM Committee
A sub-committee of the Group Executive Committee, whose remit is to 
ensure:
–– There is the correct mechanism in place to identify, evaluate and 
mitigate the Group’s principal risks;
–– A compliance programme is in place that meets or exceeds external 
benchmarks and is appropriate in terms of legal requirements, 
content, sector, costs and resources;
–– Internal controls are appropriate, well designed and operating 
consistently; and
–– The Group’s fraud and whistleblowing programme is operating 
effectively.
Market iPOM Committees
In each market, a Market iPOM Committee ensures that risk 
management and internal control remains a management priority. 
Meetings and outputs are aligned with the Regional/Group iPOM 
Committee, Audit Committee and Board meetings. 
Internal Audit
Provide risk-based 
independent assurance 
to the Audit Committee 
over the effectiveness of 
internal controls and risk 
management.
Corporate assurance
Oversees and leads 
continuous improvement 
in our risk management 
practices and risk 
mitigation techniques, and 
coordinates the Group risk 
assessment process.
Finance leadership 
team 
Deliver ongoing support 
for the implementation of 
mitigating actions, and 
also provide independent 
challenge to the risk 
footprint at least annually.
Internal controls 
Oversee the Group 
Minimum Control 
Framework (MCF), 
providing implementation 
guidance, ongoing 
monitoring and 
continuous development.
Regional risk 
champions
Market based experts 
who coordinate regional 
risk management activity, 
including risk reports. 
Risk information
Identification, evaluation, management, mitigation, monitoring
Direction & Oversight
Risk appetite and risk governance framework
Functional Leaders
Oversee risk management 
activity within their area of 
expertise, providing detailed 
input into the risk process, 
including bi­annual risk 
assessments to the Group  
iPOM Committee. 
Regional iPOM committees
Provide direct oversight of risk 
management activity across 
each region. They meet quarterly 
to review the principal risks and 
mitigating actions, reporting 
twice annually to the Group 
iPOM Committee. 
The iPOM framework
Direction and oversight
1st line of defence
2nd line of defence
3rd line of defence
Inchcape Annual Report and Accounts 2019
40

Enterprise risk management
We identify the existing and emerging risks and 
opportunities that may impede or expedite our ability to 
achieve our Ignite strategic objectives. We articulate those 
risks and opportunities in a consistent way.
Market and regional iPOM Committees, and functional leads, review their risks on a 
quarterly basis and risk registers are formally reported to the Group twice per year.
The Enterprise Risk  
Management process 
The Group has a consistent 
approach to risk assessment 
throughout its operations. 
The process and outputs are 
coordinated by the Group Head 
of Corporate Assurance.
Tr
e
at
R
e
p
or
t
M
o
ni
t
o
r
Id
e
nti
fy
E
v
a
lu
a
te
We prioritise our 
risks according to 
a consistent set 
of definitions, 
considering both 
the impact and the 
likelihood, allowing 
us to focus our 
mitigation plans.
Management 
teams take action 
to address the risks 
we face either to 
control the likelihood 
of the risks crystallising or 
mitigate the impact if they do 
and bring our risk profile in line 
with the Board’s risk appetite.
The Group Executive 
Committee and the 
Board regularly review the 
output from the Enterprise 
Risk Management process.
We maintain an up-to-
date assessment of 
risks and ensure that 
the controlling and 
mitigating actions 
we have identified 
are taken in a 
timely way.
Inchcape Annual Report and Accounts 2019
41 
STRATEGIC REPORT
GOVERNANCE
FINANCIAL STATEMENTS

Risk management continued
Group principal risk footprint
The principal risk footprint comprises the most pressing risks 
that the Board believes could cause the greatest damage 
to the reputation or financial strength of the Company if not 
effectively evaluated, understood and managed. The Group 
iPOM Committee discusses and reviews the Group’s principal 
risks on a rolling basis as part of its normal operations. 
We recognise, and are actively managing, additional risks, 
including emerging risks as identified by our comprehensive risk 
management process. 
Changes to the risk footprint 
Following the annual review of the Group’s principal risks, the 
Board made certain changes to the risk footprint. New and 
removed risks are detailed below. Revisions to other risks are 
noted in the commentary on pages 44 to 51. 
New risks 
Reflecting the Ignite strategy to not only invest in acquisitions 
but also to continuously evaluate our existing portfolio, the 
following risk has been added to the principal risks: 
Failure to optimise our existing portfolio leads to an impact on 
profitability (key risk number 17). 
Changes to existing risks 
Two existing risks are now expressed at a more granular level 
to reflect the nature of severity of the underlying component 
risks, which will impact over different time periods and require 
different responses.
However these are deemed less material than the 18 principal 
risk factors noted on the footprint below. These risks are 
continuously assessed to allow early detection in changes to 
both impact and likelihood of the risk crystallising.
Given the size and geographical diversity of our business, 
we understand there may be additional risks not currently 
known to management and we continuously improve our risk 
management processes to ensure we capture as complete a 
picture as possible.
The risk of impact of disruptive technologies and/or new 
entrants to the industry threatens our position in the value chain 
has been replaced with: 
–– Growth in new mobility solutions leads to reduction in personal 
vehicle ownership and reduces overall units in operation 
through greater vehicle utilisation (key risk number six).
–– Electrification of the drivetrain reduces demand for our 
OEM partners’ product and impacts our ability to generate 
revenue from aftersales (key risk number 18). 
The risk of major cyber incident or other systems interruption 
impacts on ability to service customers and/or operational 
efficiency has been replaced with: 
–– Major systems failure or other service interruption impacts 
on ability to service customers and/or operational efficiency 
(key risk number nine).
–– Major cyber incident leads to fraud, loss of confidential or 
sensitive data, or business interruption (key risk number 12). 
Note:
The Board reviews its risks according to where we have most influence over the outcome
Meaningful for risk appetite discussion
STRATEGIC – Risks directly addressed by Ignite
MANAGED – Our ability to influence the impact and/or likelihood is 
relatively high
Less meaningful for risk appetite discussion
INHERENT – Our ability to influence the impact and/or likelihood is 
more limited
Medium
High
Low
 4
 9
8
13
14
7
2
5
17
18
6
1
 3
15
11
16
10
Impact
Likelihood
Medium
High
Low
12
Inchcape Annual Report and Accounts 2019
42

Key risks
​
Link to Ignite
Trend
​
Loss of one or more Distribution contracts, which individually, or together, account for a material part of 
the Group’s revenue or profits.
​
​
​
​
Significant retrenchment of credit available to customers, and/or our independent dealers leads to a 
reduction in demand for new vehicles.
​
​
​
​
Material damage to OEM brand or product reputation, or a major interruption to OEM operations or 
product supply, negatively impacts vehicle sales.
​
​
​
​
Major loss or misappropriation of confidential or sensitive data results in financial penalty and/or 
reputational damage.
​
TRUST
​
​
Failure to achieve sufficient return on investment through our acquisition strategy leads to higher leverage, 
reduced EPS and/or deterioration of our relationship with our OEM partners.
​
​
​
​
Growth in new mobility solutions leads to reduction in personal vehicle ownership and reduces overall UIO 
through greater vehicle utilisation.
​
​
​
​
Increased digitisation of the customer relationship threatens our position in the value chain as new 
entrants, OEMs and/or existing competitors provide alternative, digitally based, routes to market.
​
​
​
​
Fluctuations in exchange rates with negative impact on financial performance.
​
​
​
​
Major systems failure or other service interruption impacts our ability to service customers and/or 
operational efficiency.
​
​
​
​
Failure to safeguard our customers and employees by not consistently applying EH&S standards across 
the Group.
​
TRUST
​
​
Fraud or error of sufficient scale to materially affect financial performance or reputation.
​
​
​
​
Major cyber incident leads to fraud, business interruption or compromise of data.
​
​
​
​
Political and social instability leads to economic uncertainty, market interruption and/or threat to safety.
​
​
​
​
Changes in legislation, or the way that legislation is applied, directly affect customer demand for certain 
vehicle types or our ability to generate income from Aftersales.
​
​
​
​
Failure to comply with laws and regulations leads to material financial penalty or reputational damage.
​
​
​
​
Failure to attract, retain and develop our people leading to knowledge drain and operational inefficiency.
​
​
​
​
Failure to optimise our existing portfolio leads to impact on profitability and inefficient capital allocation.
​
​
NEW
​
Increasing electrification of the drivetrain reduces demand for our OEM partner product leading to a 
reduction in revenue.
​
​
​
Climate change
Climate change is not included as a standalone risk as in itself it is not a direct risk to the business. Our intention and ambition to be 
an environmentally and ethically responsible business is covered throughout the Annual Report and Accounts including the CSR 
Report on pages 33 to 35. However, the impact of climate change is regarded as a 'trigger event' that underpins other risks that do 
appear on the principal register and as such this is how we consider the risk as a Group. 
Climate change impacts a number of risks, in particular risks on pages 45 to 51 as indicated with a      .
17
18
16
15
14
13
12
11
10
 9
 8
 7
 6
 5
 4
 3
 1
 2
Key
Become the OEM partner of choice
Invest to accelerate growth 
Deliver full potential on all our revenue streams
Lead in customer experience
The Group principal risks
Removed risks 
Following the disposal of our Chinese operations during 2019, the risk of governments increasing cross border currency movements 
has been removed. This risk now only relates to our Ethiopian business and the Board is comfortable that the implications can be 
managed under normal business operations. 
Inchcape Annual Report and Accounts 2019
43 
STRATEGIC REPORT
GOVERNANCE
FINANCIAL STATEMENTS

Risk management continued
Strategic risks – Risks which are mitigated directly by the implementation of our Ignite strategy
Loss of one or more Distribution contracts which, individually or together, 
account for a material part of the Group’s revenue or profits 
​
Impact:  
High
Likelihood:  
Low
Trend 
 
Description 
Distribution contracts are fundamental to our business 
model, and our ability to attract and execute future business 
development is also dependent on the quality of our OEM 
relationships. The focus to 'Become the OEM partner of 
choice' is a core part of our strategy designed to improve, 
develop and nurture these partnerships to mutual benefit. 
Any event which has a negative impact on these 
relationships, or could lead to them being cancelled, will 
have a significant impact on revenue and profit, as well as 
future growth opportunities.
The underlying factors which could contribute to this risk may 
include:
–– Failure to deliver a sufficiently attractive value proposition 
to OEM partners.
–– Consistent failure to deliver to targets or standards 
(including compliance with the terms of Distribution 
agreements) in major markets or across multiple markets.
–– Failure to deliver on growth strategy or defend our 
business model against new entrants.
–– Major fraud, bribery, data security or other systemic 
compliance failure.
Impact 
–– Non-renewal of, or 
removal of, Distribution 
contract.
–– Squeeze on franchise 
margin impacts 
profitability.
–– Reduced OEM support 
further impacts our 
ability to achieve 
targets or objectives.
​
Mitigating actions 
–– Develop our customer experience to deliver 
and surpass our OEM’s standards for our shared 
customers.
–– Prioritise OEM relationships at all management 
levels to become OEM partner of choice. 
–– Focus on delivering to volume expectations and 
improving our business operations.
–– Leverage our global scale through Partner 
Development Teams to improve relations, and 
solve common issues, with each OEM globally.
–– Use global scale to drive operational efficiencies 
and demonstrate value to our partners. 
–– Develop new and strengthen existing OEM 
relationships through M&A, creating mutual value 
and diversifying our OEM partner relationships. 
–– Strong focus on legal and regulatory 
compliance.
–– Comprehensive risk management framework 
and continued development of risk/compliance/
controls activity.
​
2019 Update
This risk has been re-articulated to add clarity. 
​
​
​
​
Failure to achieve sufficient return on investment through our acquisition 
strategy leads to higher leverage, reduced EPS and/or deterioration of our 
relationship with our OEM partners  
​
Impact:  
High
​ Likelihood: 
Medium
Trend 
Description 
Inchcape complements its organic growth agenda by 
pursuing inorganic growth through acquisition.
We have made several successful acquisitions since the 
inception of the Ignite strategy and are continuing to pursue 
further opportunities. 
Many of those opportunities are in developing markets,  
or in markets that are new to us and often comprise 
businesses that are less mature than our own with less 
sophisticated processes. 
Failure to identify appropriate targets, acquire them on the 
right terms, or to efficiently integrate new businesses into 
our operation will adversely impact our ability to deliver the 
benefits expected from those acquisitions.
Impact 
–– Inefficient capital 
allocation.
–– Higher leverage leads 
to volatility in EPS.
–– Failure to realise growth 
objectives.
–– Damage to relationship 
with OEM partner if 
acquisition does not 
yield expected benefits.
–– Overpayment for 
acquisition impacts on 
profitability.
–– Exposure to unknown/
misunderstood risks in 
unfamiliar markets.
​
Mitigating actions 
–– Top down and bottom up approach to target 
identification.
–– Dedicated business development team to 
project manage M&A.
–– Strong M&A governance process through M&A 
Committee and Board. 
–– Partnering with OEM where appropriate to align 
expectations and requirements.
–– Robust valuation and comprehensive due 
diligence process supported by external advisors.
–– Codified, regionally driven integration strategy 
developed, supported by Group functions.
–– Intensive performance focus for newly acquired 
businesses.
–– Roll out of Minimum Control Framework (MCF) in 
each new business.
–– Internal Audit focus within six months of 
acquisition.
Inchcape Annual Report and Accounts 2019
44

Growth in new mobility solutions leads to reduction in personal vehicle 
ownership and reduces overall UIO through greater vehicle utilisation  
Impact:  
Medium
​ Likelihood: 
Medium
Trend 
Description 
Technological advances have enabled the rapid growth of 
on-demand mobility services.
As mobility as a service becomes a more common mode 
of transport, personal vehicle ownership will likely reduce 
and vehicle utilisation will increase, leading to a reduction in 
revenue. At the same time, dedicated providers for mobility 
fleet servicing, repair and maintenance may emerge and 
win future business in this area to the detriment of ourselves.
The impact of these services will vary by market but provide 
both opportunity and threat to our businesses, particularly in 
major cities and advanced city states.
In the long term, advances in autonomous vehicles have 
the potential to completely transform urban and extra-urban 
mobility through the removal of a vehicle driver.
Climate change impact: a trend towards lower overall 
vehicle ownership due to increasing environmental 
concerns among customers leading to ride sharing, 
increased use of public transport or other changes to 
vehicle ownership models.
Impact 
–– Volume and margin 
are adversely 
impacted across our 
markets.
–– Adverse impact on 
value of retail sites due 
to falling demand.
–– Long-term change 
in vehicle ownership 
model may jeopardise 
the familiar automotive 
value chain, and 
potentially result in 
disintermediation.
Mitigating actions 
–– Continually seeking to understand how best to 
deploy our core capabilities to position ourselves 
in the changing automotive model (e.g. 
capacity for fleet management services and 
network infrastructure, charging, maintenance, 
storage).
–– Close monitoring of developments across 
industry and local market, including monitoring 
possible disruptors and likely timeframe for entry 
into the market.
–– Pilot with Toyota and Grab to develop ultra 
efficient fleet servicing.
–– Partner with Comfort DelGro in Singapore to 
understand autonomous fleet requirements for 
distribution and servicing.
–– Vehicle telematics proposition pilots in Colombia 
(Hino) and Singapore (Toyota).
2019 Update
This risk was previously reported under a more generic risk related to ‘disruptive trends’. The risk has been articulated at a more granular 
level to enable a more effective response. The revised risk scoring presents a more accurate reflection of the risk over a three to five-year 
time horizon.
​
Increased digitisation of the customer relationship threatens our position in 
the value chain as new entrants, OEMs and/or existing competitors provide 
alternative, digitally based, routes to market 
Impact:  
High
​ Likelihood:  
High
Trend 
Description 
The way that people communicate and the way that they 
buy, and use, goods and services, continues to develop. 
Technologies that allow for real time processing of vast 
amounts of data, and the development of networks 
connecting people, service providers and appliances 
(including vehicles) will allow those developments to 
continue and accelerate. 
The digitisation of the customer journey, and growth of 
online customer platforms, presents the opportunity to 
improve the customer offering, and at the same time 
presents new risks around data protection, maintenance of 
standards and customer engagement through, for example, 
social media.
Digital platforms may also allow our OEM partners, and 
others, to reach out to our customer base directly, which in 
the longer term may threaten our position in the value chain.
Impact 
–– Volume and margin 
are adversely 
impacted.
–– Adverse impact on 
value of retail sites as 
demand is fulfilled 
online.
–– Reduced ability 
to drive demand/
margin as online 
consumers are no 
longer geographically 
dependent – driving 
competitive price 
reductions.
–– Lower customer 
retention rates impact 
Aftersales profits. ​
Mitigating actions 
–– Digitisation strategy driving investment in 
seamless, omni-channel brand experience and a 
best in class digital platform.
–– Group and market level use of the internet and 
social media as a communications channel for 
our customers.
–– Group and market level monitoring and 
management of social media presence.
–– Focus on data analysis to identify opportunities 
to monetise data and build market level digital 
capabilities such as targeted marketing, online 
service booking, digital walk around check and 
e-commerce (parts and accessories).
2019 Update
The articulation of this risk has been refined to identify more precisely the nature, and source, of the risk. The impact and likelihood ratings 
remain unchanged which reflects the Board’s view that this is the most pressing risk facing the business.
​
Inchcape Annual Report and Accounts 2019
45 
STRATEGIC REPORT
GOVERNANCE
FINANCIAL STATEMENTS

Failure to optimise our existing portfolio leads to impact on profitability and 
inefficient capital allocation 
​
Impact:  
Medium
​ Likelihood:  
Low
Trend 
NEW
Description 
As a global Retailer we hold a significant portfolio of 
operational assets, many of which we have held for 
some time.
In recognition of the pressures which continually face our 
industry, we acknowledge that the risk inherent in holding 
retail only assets compared to the value we expect them to 
generate is increasing, and therefore our ongoing portfolio 
strategy is focused on more attractive and less capital 
intensive Distribution operations.
A failure to dispose of assets when maximum value creation 
has been achieved, or before anticipated internal or 
external factors lead to a sustained underperformance, may 
also lead to inefficiency and impact on profit. 
Impact 
–– Inefficient capital 
allocation.
–– Failure to realise growth 
objectives.
–– Unproductive assets 
negatively impact 
profitability.
–– Failure to realise 
maximum value from 
assets.
Mitigating actions 
–– Continual monitoring of portfolio and disposal of 
assets where necessary.
–– Regular impairment reviews undertaken.
–– Disposal of non-strategic, higher risk retail assets 
in progress.
–– UK: 3 Audi & 4 VW sites sold in H1 2019; 
disposal of non-core fleet business.
–– Australia: 6 Trivett sites sold in H2 2019.
–– Asia: Disposal of Chinese Retail operation.
2019 Update
This is a new risk added by the Board in 2019 to reflect increasing pressure on the value and contribution of our retail assets. Whilst there could 
be a moderate and localised impact of holding on to non-productive assets, the Board believes the likelihood of any significant Group impacts 
to be low.
​
Increasing electrification of the drivetrain reduces demand for our OEM 
partners, products and leads to a reduction in revenue  
Impact:  
Medium
​ Likelihood:  
Low
Trend 
Description 
Regulatory, environmental and customer pressures are 
forcing OEMs to invest to lower their fleet emissions. As a 
technology to achieve this, Electric Powertrains (both Hybrid 
and BEV) are currently receiving significant attention and 
investment from our OEM partners.
Predictions for EV penetration vary considerably but could 
account for up to 40% of the fleet in developed markets 
within the next decade, which presents both a threat 
and a real opportunity, dependent on the availability of 
competitive EV products in certain markets.
A greater penetration of electric vehicles may squeeze 
margins through the value chain due to the required 
investments and may also have an impact on our Aftersales 
business as EVs require less frequent servicing, though this 
is a long term threat.
Climate change impact: there is a risk that the industry 
shifts towards electric and hybrid, away from internal 
combustion engines.​
Impact 
–– Volume and margin 
are adversely 
impacted across our 
markets.
–– Adverse impact on 
value of retail sites due 
to falling demand.
–– Uncompetitive product 
line up leads to a long-
term loss of sales.
–– Opportunity for 
increased market share 
where OEM product 
line up is strong. 
Mitigating actions 
–– Diversification of OEM partnerships across 
different vehicle types and technologies.
–– Regular liaison with OEM partners to match 
pipeline and product planning to emerging 
technologies and support demand.
–– Initiatives to monetise data such as targeted 
marketing, predictive maintenance and recall 
management. 
–– Preparation of Aftersales business in line with OEM 
EV strategy.
2019 Update
This risk was previously reported under a more generic risk related to ‘disruptive’ trends. The risk has been articulated at a more granular 
level to enable a more effective response. The revised risk scoring presents a more accurate reflection of the risk over a three to five-year time 
horizon.
Risk management continued
Inchcape Annual Report and Accounts 2019
46

Managed risks – Risks over which we are able to exert considerable influence on the impact or likelihood of 
occurrence
Major loss or misappropriation of confidential or sensitive data results in 
financial penalty and/or reputational damage
​
Impact:  
High
​ Likelihood:  
Medium
Trend 
Description 
We hold, and process, a significant amount of data 
belonging to a range of stakeholders including our OEM 
partners, our customers, our employees, and our suppliers. 
Cyber-attacks are on the increase and data is an ever 
more valuable commodity. Increasingly sophisticated 
attacks are being perpetrated by a wide range of well-
resourced threat actors.
A major cyber security incident, or data breach, which leads 
to a compromise or misuse of confidential, business critical 
or sensitive information could not only interrupt our business, 
but also lead to civil or criminal penalties and significant 
reputational damage. 
Impact 
–– Impact on customer 
and/or OEM 
relationship and 
erosion of reputation.
–– Adverse financial 
impact as a result of 
civil or criminal action.
–– Regulatory intervention 
leads to impact on 
financial performance 
(fine) or business 
operations.
​
Mitigating actions 
–– Data Management minimum standards issued.
–– Global Information Security and data 
management policies and procedures 
developed and implemented.
–– Information assets defined, and security controls 
benchmarked to ensure best practices.
–– Global vulnerability and risk scanning in place 
to enhance likelihood of early response and 
intervention.
–– Cyber awareness training deployed to all 
relevant staff globally.
–– Investment in advanced network threat detection 
and malicious communications filters.
–– Physical and logical security measures control 
access to key infrastructure, and subject to 
regular penetration testing.
–– Encryption of valuable and sensitive data.
Major systems failure or other service interruption impacts on ability to  
service customers and/or operational efficiency
​
Impact:  
Medium
​ Likelihood:  
Low
Trend 
Description 
Our business performance, and our ability to service 
our customers and our OEM partners, depends upon 
the ability of our systems to deliver a very high degree of 
operational reliability.
We have a diverse, and reasonably complex, IT landscape 
with multiple potential points of failure and must ensure that 
suitable redundancies are built into our infrastructure to 
enable continuity of operations should there be a large-
scale interruption to our business.
Many of our core services are held on, or reliant on, cloud 
based services provided by third parties. As we currently 
lack internal capability to support and maintain these 
services, we are increasingly reliant on third parties to 
provide resilience. 
Our iPower programme is intended to standardise and 
energise the core systems infrastructure that supports our 
business, and we must ensure that controls and processes 
are maintained across all of our systems infrastructure 
whether iPower or legacy.
Impact 
–– Business continuity 
interruption, leading to 
lost sales opportunity 
and adverse 
reputational impact.
​
Mitigating actions 
–– Built in resilience and security in place with active 
monitoring for core systems.
–– Minimum Control Framework including manual 
back-ups in place.
–– SLA assurances and relevant accreditations from 
major systems infrastructure providers.
–– Business Continuity plans in place in all markets, 
and regularly tested.
–– Business interruption insurance purchased.
–– Close management of iPower implementations 
and period of post implementation ‘hyper care’.
–– Develop internal support capabilities for major 
hosted systems.
2019 Update
This risk was previously reported under a more generic risk of cyber security and systems resilience. The risk has been articulated at a more 
granular level to enable a more effective response. Our assessment of the level of risk remains unchanged. 
Inchcape Annual Report and Accounts 2019
47 
STRATEGIC REPORT
GOVERNANCE
FINANCIAL STATEMENTS

Risk management continued
Failure to safeguard our customers and employees by not consistently 
applying EH&S standards across the Group 
​
Impact:  
Medium
​ Likelihood:  
Low
Trend 
Description 
Inchcape employs more than 17,000 people across the 
globe. We are committed to the health, safety and security 
of our people as well as that of our customers and other 
visitors to our sites.
Our businesses are subject to a wide range of laws and 
regulations which vary significantly in stringency from 
country to country depending on the prevailing culture. 
Our OEM partners also have their own health and safety 
standards that they apply.
Wherever in the world they may happen, though, the 
consequences of failing to prevent accidents can lead 
to employee injury, business interruption, significant fines, 
criminal consequences for directors and senior managers 
and reputational damage.
Climate change impact: there is a risk to the safety of our 
people and customers with more frequent weather events 
and natural catastrophes such as flooding etc.
Impact 
–– Injury to customers, 
employees or third 
parties.
–– Serious incident 
leading to lost time.
–– Unlimited fines.
–– Personal sanctions 
(including prison) for 
officers.
–– Damage to reputation 
following injury to, or 
death of employees or 
customers.
–– Civil or criminal action.
​
Mitigating actions 
–– Appointment of Group Health, Safety & 
Environment Director.
–– Global audit of H&S practices and standards in 
all markets.
–– Global Community of Practice implemented.
–– HSE strategic plans developed in all markets.
–– Global and Local Health & Safety policy rollout 
compliant with local legislation, and Inchcape 
Standards of Safety.
–– Qualified Health & Safety practitioners in major 
markets and at Group level.
–– Basic training offered to staff with more 
advanced training for higher risk roles and first 
responders. 
–– Clear ‘Ways of working’ displayed in prominent 
areas in the riskiest areas (e.g. workshops).
–– Accidents, hazards and near misses monitored 
on a regular basis with corrective actions 
tracked.
–– Insurance package includes independent H&S 
assessments for some markets.
–– Roll out of a Global HSE system to facilitate 
management of all safety operational 
requirements.
Fraud or error of sufficient scale to materially affect financial performance  
or reputation 
​
Impact:  
Medium
​ Likelihood:  
Medium
Trend 
Description 
We continue to see an increased incidence of fraud or 
attempted fraud perpetrated from both within and outside 
the business, especially in Emerging Markets where our 
growth plans are focused. In particular the risk of cyber fraud 
is a growing trend. 
Strong internal controls and processes underpin our 
operations. Without them we would fail to protect the value 
we create and undermine our growth potential.
Impact 
–– Significant fraud 
with financial 
and reputational 
consequences.
–– Significant error or 
financial misstatement.
–– Procedural breakdown 
with consequences 
for efficiency and/or 
business interruption.
​
Mitigating actions 
–– Code of Conduct refreshed to set out 
overarching standards of behaviour and 
compliance globally.
–– Minimum Control Framework (MCF) sets an 
unambiguous global controls standard.
–– Review and refresh of Fraud Management and 
Whistleblowing policies.
–– Delegation of authorities policy in place to ensure 
that decisions are undertaken within approved 
authority limits and parameters.
–– Cyber security programme in place.
–– Central Internal Control Team created to oversee 
implementation and development of MCF.
–– Clear management accountability for internal 
controls.
–– Automation of control through iPower 
implementation reduces the possibility of error or 
oversight.
–– Fraud and other major control incidents 
monitored by the Group Audit Committee.
–– Close monitoring of MCF compliance by Group 
Internal Audit.
–– Speak Up! whistleblowing hotline available in all 
markets.
2019 Update
This risk has been re-articulated to draw focus to the increasing risks associated with fraud.
​
Inchcape Annual Report and Accounts 2019
48

Major cyber incident leads to loss of confidential or sensitive data, fraud or 
business interruption 
​
Impact:  
Medium
​ Likelihood:  
High
Trend 
Description 
As we invest in our digital capability, gather and hold more 
data and rely ever more heavily on technology and mobile 
devices we simultaneously open up more opportunities for 
cyber attackers and therefore we recognise that this risk is 
increasing. 
Far from being simply an IT issue, cyber crime is a business 
risk, with malicious actors continuously developing new and 
innovative ways to commit fraud, access data and interrupt 
systems, many of which are based on manipulation or 
exploitation of our people.
Attacks can be aimed at accessing confidential data, 
extracting money, or causing business interruption
Impact 
–– Business continuity 
interruption, leading to 
lost sales opportunity 
and adverse 
reputational impact.
–– Impact on customer 
and/or OEM 
relationship and 
erosion of reputation.
–– Adverse financial 
impact as a result of 
civil or criminal action.
–– Regulatory intervention 
leads to impact on 
financial performance 
(fine) or business 
operations.
–– Fraud leading to loss of 
monies and or assets.
​
Mitigating actions 
–– Information Security policy developed and rolled 
out.
–– Encryption and access standards applied.
–– Investment in advanced network threat detection 
and malicious communications filters.
–– Best practice physical and logical security 
measures control access to key infrastructure, 
and subject to regular penetration testing.
–– Encryption of valuable and sensitive data.
–– Collaboration with OEMs and vendors to identify 
emerging threats.
–– Global vulnerability and risk scanning in place to 
enable early response and intervention.
–– Cyber awareness training deployed to all staff.
–– Cyber incident response plans in place.
2019 Update
This is a new risk which was previously reported under a more generic risk of cyber security and systems resilience. The risk has been 
articulated at a more granular level to call out the increasing likelihood/impact of cyber attacks and to enable a more effective response.
​
Failure to comply with laws or regulations leads to material financial 
penalty or reputational damage 
Impact:  
Medium
​ Likelihood: 
Medium
Trend 
Description 
The Group, and its businesses, are subject to a wide range 
of laws and regulations across a range of environments from 
those where strong ethical standards are not yet established 
to highly regulated markets. 
The consequences of a failure to comply with those laws 
and regulations can vary from small fines, and orders to take 
remedial actions, to significant financial consequences, 
reputational damage and even imprisonment of directors 
and officers.
Impact 
–– Financial impact of 
fines/sanctions.
–– Regulatory intervention 
leads to business. 
interruptions or other 
inefficiency.
–– Adverse reputational 
impact affecting OEM 
partner relationships.
Mitigating actions 
–– Creation of Group Legal Community to facilitate 
knowledge sharing.
–– Nominated legal representative and/or retained 
counsel in major markets to monitor existing and 
emerging legislation.
–– Code of Conduct refreshed to set out 
overarching standards of behaviour and 
compliance globally.
–– Code of Conduct training undertaken by all staff
–– Local training programmes in place for 
relevant staff to raise awareness and confirm 
expectations.
–– Online legal/compliance training solution to be 
implemented globally.
–– Market level policies and procedures 
supplemented by Group policies and procedures 
for higher risk areas.
Inchcape Annual Report and Accounts 2019
49 
STRATEGIC REPORT
GOVERNANCE
FINANCIAL STATEMENTS

Failure to attract, retain & develop our people leading to knowledge drain 
and operational inefficiency
​
Impact:  
Medium
​ Likelihood:  
Medium
Trend 
​
Description 
Inchcape employs over 17,000 people across 33 different 
territories, in various roles including Sales, Aftersales, and 
back office functions. 
The fragmented nature of the automotive sector, coupled 
with remuneration strategies which typically reward short-term 
performance, mean that the industry is characterised by 
inherently high turnover rates, especially in retail businesses. 
Our Ignite strategy, as well as the impact of disruptive trends 
and emerging technologies in the automotive industry, 
mean that the skills and capabilities needed to succeed are 
constantly changing. Not having the right talent succession 
plans, and diversity at all levels, may compromise our ability 
to deliver the Ignite strategy.
Climate change impact: there is a risk that we are not seen 
as an environmentally responsible organisation and therefore 
do not attract high calibre employees.
Impact 
–– Loss of core knowledge 
and experience.
–– Business interruption or 
operational inefficiency.
–– Failure to deliver 
strategic objectives.
​
Mitigating actions 
–– Global Talent Strategy to ensure resources are 
aligned to strategic requirements.
–– Talent review pipeline to maximise the value-add 
of our people.
–– Recruitment, induction and continuous 
development policies in all markets.
–– Drive5 behaviours underpin development process.
–– Employee Experience measurement in all markets 
to identify and address issues/risks.
–– Performance related pay structure calibrated to 
incentivise and drive talent retention.
–– Key policies, procedures and other 
documentation to facilitate handovers.
–– Restructuring where necessary to right-skill the 
business.
–– Launch of career development online tools to 
support internal progression and aid retention.
Inherent risks
The Board recognises that there are some risks over which Inchcape’s influence is somewhat limited, and the impact and likelihood 
of the risk are more heavily affected by external factors. The Board ensures that, as far as possible, actions are taken to address 
these risks according to its risk appetite but recognises and accepts an inherent level of risk as a natural part of doing business. 
Risk
​
Comments
​
Impact
Likelihood
Trend
Significant retrenchment of 
credit available to customers 
and/or our independent 
dealers leads to a reduction in 
demand for New vehicles
Global economic uncertainty may ultimately lead 
to a reduction in readily available, affordable credit, 
fundamental to our customers’ ability to buy, and 
to our, and our dealers’ ability to operate. Whilst 
we have various local initiatives in place to help 
our customers and dealers access appropriate 
finance, we are also reliant on our banking and 
OEM partners to provide suitably attractive options. 
Therefore we largely accept this risk.
​
Medium
​ Medium
2019 Update
The Board has re-assessed the likelihood and impact of this risk to better reflect our experience. The likelihood has been increased, but the 
potential impact reduced as the Board feels it would likely be limited to a localised impact.
​
Material damage to OEM 
brand or product reputation, 
or a major interruption to OEM 
operations or product supply 
negatively impacts vehicle sales
As a Distributor and Retailer, our performance is 
correlated with that of our OEM partners. We work 
closely with them to foresee and address issues 
in our role as representative of their brand, but 
ultimately we have only very limited control over 
their performance. Our brand diversity acts as a 
natural hedging strategy to further minimise this risk.
Climate change impact: risk that demand for 
product falls as environmentally aware customers 
shift their preferences to less polluting models.
​
High
​ Medium
​
2019 Update 
The Board has increased the likelihood of this risk crystallising reflecting recent events which have affected the reputation of certain OEM 
partners or their product. 
​
​
​
​
​
Fluctuations in exchange 
rates with negative impact on 
financial performance
As a global organisation we accept the risk that, 
outside of normal hedged transactions, we are 
exposed to currency fluctuations. These can be 
both positive and negative and our geographical 
diversity provides a certain amount of natural 
hedging.
​
Medium
​ High
​
Risk management continued
Inchcape Annual Report and Accounts 2019
50

Risk
​
Comments
​
Impact
Likelihood
Trend
Political and social instability 
leads to economic uncertainty, 
market interruption and/or 
threat to safety
We accept that there is a risk of social and political 
instability globally and that certain political and 
social issues could have a destabilising effect on 
the global economy. In addition rising eco-activism 
could impact the automotive industry in the future. 
We recognise that there is little we can do to 
prevent such risks, but instead ensure we have 
plans in place to respond quickly and decisively if 
they do occur. 
​
Medium
​ High
​
​2019 Update 
The reference to regulatory instability has been removed as it is covered in risks 14 and 15. The increase in impact and likelihood reflects the 
scale of recent events in Hong Kong, Chile, Ethiopia and Ecuador.
​
​
​
​
​
​
​
Changes in legislation or the 
way that legislation is applied 
directly affects customer 
demand for certain vehicle 
types or our ability to generate 
income from Aftersales
​
We accept that demand for vehicles is heavily 
impacted by prevailing legislation. There is little 
we can do to influence that legislation in our 
favour. Instead we implement processes to foresee 
and prepare for its impact (alongside our OEM 
partners), our geographic and OEM diversity also 
providing a natural hedge.
Climate change impact: environmental concerns 
are a key driver of legislation aimed at limiting 
vehicle usage in certain areas, making car 
ownership less economical which will shift demand 
to less polluting vehicles.
​
Medium
​ High
​
2019 Update 
The potential impact of this risk has been increased to reflect the increasing reach, and pace of change in environmentally focused legislation, 
across many of our markets.
​
Brexit 
The UK has now left the European Union and is in a transition 
period which is due to end on 31 December 2020. There are 
still significant uncertainties surrounding the terms of the UK/
EU relationship after that date, which is now dependent on 
the outcome of the trading negotiations between the UK 
government and the EU. In the absence of agreement, trading 
between the two parties will be based on WTO rules from  
1 January 2021.
Our exposure to this risk is principally in our UK Retail business 
where we are the Retailer for the major German brands 
including BMW, Mercedes-Benz, Volkswagen, Audi and 
Porsche. We also import certain Toyota models which are 
manufactured in the UK into Greece, Belgium and the Balkans, 
and JLR and Mini into our Northern Europe operation.
Considering the content of the withdrawal agreement and 
political declaration and given that the UK and EU have 
a transition period of at least 11 months to negotiate and 
conclude the future relationship, we consider that a ‘no deal’ 
Brexit is now significantly less likely than previously. 
However, all scenarios remain plausible, and therefore our 
assessment of the potential impacts of the risks remains 
unchanged. In the absence of agreement, we would 
anticipate three broad impacts:
–– Loss of freedom of movement in goods, services, capital and 
people;
–– Divergence of regulation between the EU and the UK; and
–– Macroeconomic instability, principally in the UK.
The Board has considered these in detail and, given the nature 
of our business and the actions that we and our partners have 
already taken, does not foresee significant impacts related to 
the loss of freedom of movement in services, capital or people, 
or caused by the divergence of regulation (except in so far 
as this might have an effect on the product mix offered by our 
OEM partners in the UK).
Some uncertainty however remains around the impact of tariffs 
and non-tariff barriers, in particular related to the impact on 
the supply chain for new vehicles and parts. Given the nature 
of our business, much depends upon the actions taken by our 
OEM partners in response to those impacts and we continue to 
work closely with those partners in order to make the necessary 
preparations to mitigate the potential impact.
The medium-term macroeconomic impact on the UK economy 
also remains uncertain. This is naturally very difficult to forecast, 
and will no doubt change as trading negotiations progress, 
but we stand ready to act to reduce our cost base should 
circumstances so dictate.
The Board and Group Executive Committee continue to 
actively monitor the situation and, as the outcomes of the 
trading negotiations become clearer, we will continue to take 
appropriate action as and when necessary.
Inchcape Annual Report and Accounts 2019
51 
STRATEGIC REPORT
GOVERNANCE
FINANCIAL STATEMENTS

Risk management continued
Viability statement
The Group’s business model and strategy are outlined 
on pages 7 and 22 and the long-term viability of Group is 
intrinsically linked to the delivery of this strategy and the cash-
generative nature of this business model.
It is in the nature of our business that our continued viability 
is dependent upon the continuation of our relationships with 
Original Equipment Manufacturers (OEMs). Based on the 
longevity of our relationships with OEM partners, it is reasonable 
for us to expect that, when viewed across a three‑year time 
horizon, a sufficient number of those contracts will be renewed 
such that the Company will continue as a viable operation. 
In seeking to become and remain the OEMs’ partner of choice, 
we expect to continue to build on the long-term strategic 
relationships we have developed with our OEM partners 
over the years to grow our businesses together over a far 
longer timeframe. 
The plans and projections prepared as part of the Group’s 
annual strategic planning process consider the Group’s cash 
flows, committed and uncommitted funding positions, forecast 
future funding requirements and lending covenants.
As a component part of this process, the Board adopts a 
rigorous approach to the identification of the principal risks 
facing the Group and to the monitoring of the actions taken to 
mitigate these risks as outlined in this report. As part of this, the 
impact of climate change has been considered on each of the 
principal risks as noted on pages 43 to 51. 
The Board has prioritised a subset of these principal risks for the 
purposes of assessing the longer-term viability of the Group. The 
three risks modelled for this purpose are:
–– Loss of global Distribution contract with major brand partner;
–– Increased digitisation of the customer relationship threatens 
our position in the value chain as new entrants, OEMs and/
or existing competitors provide alternative, digitally based, 
routes to market; and
–– Material damage to OEM brand or product reputation, or 
a major interruption to OEM operations or product supply, 
negatively impacts vehicle sales.
Sensitivity analysis is undertaken to stress-test the resilience of 
the Group and its business model. For the purposes of viability 
testing we modelled both the loss of a Distribution contract 
with a major brand partner in our largest market and the 
impact of increased digitalisation and/or a major interruption 
to OEM operations or product supply which negatively impacts 
vehicle sales. 
For 2021, the Board has also considered the impact of a “no 
deal” Brexit and incorporated this as a scenario to model an 
interruption to product supply. In addition, the risk of a liquidity/
credit shock, has been modelled as a sensitivity on top of these 
risks to understand the combined financial impact.
The Group is considered to be viable if the interest cover 
covenant is maintained within the prescribed limit and there 
is available debt headroom to fund operations.
The Group’s committed facilities, provided by the US Private 
Placement market and through our syndicate of relationship 
banks, coupled with the existing cash-generative nature of 
our business model, combine to generate sufficient cash flow 
headroom under the extreme scenarios tested and the interest 
cover covenant is not breached.
On the basis of an assessment of the principal risks, and on the 
assumption that the principal risks set out on page 42 to 51 are 
managed and mitigated in the ways described and based on 
the Board’s review of the strategic plan and the results of the 
sensitivity analysis undertaken, the Board has a reasonable 
expectation that the Company will be able to continue in 
operation and meet its liabilities as they fall due over the period 
to December 2022.
Directors’ approval of the Strategic Report
Our 2019 Strategic Report, from pages 2 to 52, has been 
reviewed and approved by the Board of Directors on  
26 February 2020.
 
Stefan Bomhard
Group Chief Executive
Inchcape Annual Report and Accounts 2019
52

VW Group
Inchcape has a retail-only partnership with VW Group and 
represents the core VW and Audi brands as well as the 
performance marque Porsche. Our VW Group relationship 
extends to over 30 years and we are present today as 
a Retail operator in the UK and Russia, following the 
divestment in 2019 of our retail sites in China and Australia.
Locations
Retail
UK, Russia
Inchcape Annual Report and Accounts 2019
53 
STRATEGIC REPORT
GOVERNANCE
FINANCIAL STATEMENTS

Chairman’s statement
A governance culture ​
Nigel Stein
Chairman
Dear Shareholder
I am pleased to present the Corporate 
Governance Report for the year ended 
31 December 2019. The next few sections 
explain how the Board and its Committees 
have discharged their duties throughout the 
year and I hope you find it informative.
Board changes
As mentioned in my letter at the beginning of the Annual 
Report and Accounts, Stefan Bomhard has decided to leave 
the Group to take up a new role with Imperial Brands PLC. 
We are disappointed to lose Stefan at this time, but have 
always recognised that an Executive of his calibre might be 
recruited into an equivalent role at a larger organisation. 
He has done a great job at Inchcape and we wish him every 
success. Inchcape has an excellent strategy and a strong 
management team driving it forward. The Board is determined 
that the considerable momentum now being seen will be 
maintained. We will carefully select Stefan’s successor from 
both internal and external candidates, ensuring we maintain 
Inchcape’s record of high quality leadership in executing the 
Ignite strategy.
Nigel Northridge and Coline McConville retired from the 
Board after serving over nine years and six years respectively. 
Richard Howes resigned as Chief Financial Officer in August 
2019. I would like to thank them for all their hard work and 
dedication over the years. Succession planning is a key activity 
for the Nomination Committee, with Board membership 
consistently under review. We were pleased to recruit two 
high calibre directors, Gijsbert de Zoeten who joined as the 
new Chief Financial Officer in August 2019 and more recently 
Alex Jensen who was announced as a Non-Executive Director 
in January 2020. 
Gijsbert de Zoeten was, until 2018, CFO at LeasePlan 
Corporation NV, an international fleet management and 
mobility services company. He joined LeasePlan in 2016 and 
was integral to the significant transformation of the business, 
following its sale by VW Group. Previously, he had a successful 
27-year career at Unilever plc where he had a range of senior 
financial and operational roles leading to his six-year position 
as the CFO of Unilever Europe. Gijsbert brings a wealth of 
business integration, operational and financial experience, 
and knowledge of the automotive industry to the Board which 
will further enhance the development of the strategy and 
strengthen the decision-making process. 
Alex Jensen brings complementary skills, including digital 
experience gained in her executive roles at BP plc as well 
as a good understanding of the global automotive industry. 
She will be a valuable addition to the Board during a period of 
significant change in the industry. 
2019 performance
The Board, and the executive team led by Stefan, spend 
much of their time focusing on delivering the Group's strategy 
for performance and growth, and planning for the future. 
We have made further progress to grow our business through 
the acquisition of BMW distribution businesses in Lithuania and 
Kenya, the acquisition of Autolider, distributor of Daimler brands 
in Uruguay and Ecuador and the Mercedes-Benz passenger 
vehicle distribution contract on Colombia. This brings the total 
of new Distribution businesses to 12 since we launched Ignite 
in 2016. 
Continuing our move to a more distribution focused business 
we divested parts of our Retail-only business where we are 
seeking to achieve improved profitability and performance. 
We recently agreed the sale to our core partner Toyota of 
Inchcape Fleet Solutions ("IFS"), which is one of a number of 
similar businesses in the market and not one that we would 
be able to invest in significantly enough to grow to a market 
leading position. We are delighted that Toyota’s European 
fleet management business agreed to buy IFS, and we wish 
both them and our former colleagues the very best in their 
new endeavour.
Section 172 and the UK Corporate Governance Code
The Board has always considered the wider interests of 
internal and external stakeholders during the decision-making 
process and the additional reporting requirements introduced 
in 2019 aim to improve disclosure in this area. This includes 
a requirement for Boards to demonstrate how they have 
discharged their obligations in Section 172 of the Companies 
Act 2006 (“S172”). The Board’s S172 statement is given on 
page 3 of the Strategic Report, however the Annual Report as 
a whole aims to demonstrate how the interests of stakeholders 
are considered during the year by providing information on all 
our stakeholders and how the Ignite strategy is linked to their 
interests. To provide an example of how the Board considers 
various stakeholders when making key decisions, case studies 
on the sale of IFS and the acquisition of Autolider, being two 
Inchcape Annual Report and Accounts 2019
54

Compliance with the 2018 UK Corporate 
Governance Code
The 2019 report has been structured in  
accordance with the 2018 UK Corporate  
Governance code and details how we have applied 
the principles accordingly:
Board leadership and company purpose
56
Board of Directors
58
Purpose and strategy
58
Governance structure
59
Board activities
61
Engagement with stakeholders
Division of responsibilities
62
Roles of the Board
Composition, succession and evaluation
63
Nomination Committee Report
66
Board evaluation
​
Audit, risk and internal control
67
Audit Committee Report
​
Remuneration
76
Directors' Report on Remuneration
79
Remuneration at a glance
80
Directors' Remuneration Policy
87
Annual Report on Remuneration
Statement of Code compliance
The Company was compliant with the provisions  
of the 2018 UK Corporate Governance Code 
throughout the year.
THE CODE CAN BE FOUND ON THE FRC’S WEBSITE WWW.FRC.ORG.UK
THE INFORMATION REQUIRED UNDER DTR 7 IS GIVEN ON PAGES 54 TO 
102 AND FORMS PART OF THIS REPORT.
key strategic decisions taking during the year, are given on 
page 61 and in the capital allocation policy on page 22. 
The Board considers maintaining high standards of business 
conduct integral to the long-term success of the Group and 
is demonstrated through the approach to developing the 
desired culture within the Group via the Code of Conduct, 
policies and practices.
Engaging with stakeholders
The key stakeholders and the processes in place to engage 
with them are given on page 16. The Board receives reports 
from the Group Executive Committee on the outcomes of 
stakeholder engagement throughout the year at the Board 
and Committee meetings. The Board also engages with 
stakeholders in a variety of other ways. For example, guest 
speakers from OEM brand partners are invited to attend the 
Annual Strategy Day, to give their views on the industry from 
an OEM perspective which allows the Board to gain a broader 
view of the long-term impacts to the Ignite strategy. 
Our major shareholders were consulted during the review of 
the new remuneration policy and their views were invaluable 
in helping formulate the policy. See page 77 for further details. 
The Company’s brokers also meet the Board to give the views 
of investors and the market generally. Establishing dialogue 
with investors is important to ensure that they understand 
and support the Group’s strategic objectives which in turn 
provides them with a sustainable return via the Group’s capital 
allocation and dividend policy. See page 22 for further details.
Engagement with employees is important to the Board 
as it gives insight into the culture and behaviours of the 
organisation. This engagement takes the form of the Employee 
Experience Consultation, see page 33 of the CSR Report 
and page 75 of the CSR Committee report for further details. 
The annual overseas Board visit also allows the Board to speak 
to employees directly, gaining insight into the culture and 
values of the organisation. The Board can also judge how 
the Ignite strategy is being embedded locally. In October, the 
Board visited the Toyota business in Belgium. See page 59 for 
further information. 
I would like to take this opportunity to pay tribute to our most 
important asset, our people. It is a great privilege to be able to 
travel to our markets, to meet the people who make Inchcape 
the business it is today. I found their expertise and their 
enthusiasm for the brands they represent infectious. The Ignite 
strategy is fully embedded within the Group and the employees 
have a strong sense of shared purpose. It is this passion that 
brings to life the strategic decisions made by the Company’s 
management and creates the resilience to manage 
challenges and drive performance in the future.
I thank you for your support during 2019 and look forward to 
the coming year.
Nigel Stein
Chairman
Inchcape Annual Report and Accounts 2019
55 
STRATEGIC REPORT
GOVERNANCE
FINANCIAL STATEMENTS

FULL BIOGRAPHIES, INCLUDING PAST EMPLOYMENT HISTORY, CAN BE FOUND ON WWW.INCHCAPE.COM
The Board is collectively responsible for agreeing, developing, and continually reviewing the Ignite 
strategy to ensure that it delivers long-term sustainable success. The Board is also responsible for 
ensuring that the appropriate people are employed to deliver the Ignite objectives and that they have 
adequate financial resources in order to do so. Underpinning this, the Board must ensure that there is 
the right people development and training in place to support Ignite, along with the necessary controls, 
processes and procedures to drive a strong ethical culture to facilitate the delivery the Ignite goals. 
Board of Directors
Stefan Bomhard
Jane Kingston
Till Vestring
Nigel Stein
Rachel Empey
Jerry Buhlmann
Gijsbert de Zoeten
John Langston
Corporate governance report – Board leadership and company purpose
Inchcape Annual Report and Accounts 2019
56

Rachel Empey
Non-Executive Director
Appointed
May 2016
Skills and experience
Rachel was appointed  
Chief Financial Officer of 
Fresenius SE & Co. KGaA,  
a top healthcare company 
listed on the DAX index, in 
August 2017.
Previously Rachel was  
Chief Financial and Strategy 
Officer of Telefónica 
Deutschland Holding AG.
Rachel is a chartered 
accountant.
Committee membership
Audit and Nomination 
Committees.
Nigel Stein
Chairman
Appointed
October 2015
Skills and experience
Nigel was Chief Executive of 
GKN plc until his retirement 
in December 2017. He has a 
wide range of international, 
general management and 
finance experience gained 
in various roles at GKN plc 
and also has experience 
in the automotive and 
manufacturing sectors.
Nigel is a chartered 
accountant.
Committee membership
Chair of the Nomination 
Committee and member of 
the Remuneration and CSR 
Committees.
Jane Kingston
Non-Executive Director
Appointed
July 2018
Skills and experience
Jane served as Group 
Human Resources Director 
for Compass Group PLC  
from 2006 until her retirement 
in 2016. Jane also held  
senior positions at Enodis 
PLC, Blue Circle PLC (now 
Lafarge SA) and Coats 
Viyella PLC. Jane has 
significant remuneration 
experience and is 
Remuneration Committee 
Chair of Spirax-Sarco 
Engineering plc.
Committee membership
Chair of Remuneration 
Committee and member of  
Nomination Committee.
Stefan Bomhard
Group Chief Executive
Appointed
April 2015
Skills and experience
Stefan has senior level 
experience gained in a wide 
range of retail and FMCG 
businesses. Prior to joining the 
Group, he was President of 
Bacardi Limited’s European 
region and has held a 
number of senior positions 
at Cadbury Plc, Unilever PLC, 
Diageo plc, Burger King and 
Procter & Gamble. 
Other appointments
Non-Executive Director of 
Compass Group PLC.
John Langston
Non-Executive Director
Appointed
August 2013
Skills and experience
John has corporate finance, 
accounting and international 
experience acquired in 
senior financial roles in the 
engineering sector. He is an 
experienced Non-Executive 
Director who has 
a strong governance 
background and was the 
Audit Committee Chair of 
Rexam PLC until its sale to  
Ball Group in 2016.
John is a chartered 
accountant.
Committee membership
Chair of Audit Committee 
and member of Nomination 
Committee.
Gijsbert de Zoeten
Chief Financial Officer
Appointed
August 2019
Skills and experience
Gijsbert was CFO at 
LeasePLan Corporation 
NV, the international fleet 
management and mobility 
services company.
Previously, Gijsbert has held a 
range of senior financial and 
operational roles at Unilever 
plc over 27 years, including 
his six-year position as the 
CFO of Unilever Europe.
Other appointments
Gijsbert is also a member 
of the supervisory board of 
Technical University Delft.
Till Vestring
Non-Executive Director
Appointed
September 2011
Skills and experience
Till is an Advisory Partner with 
Bain & Co, based in 
Singapore. He has extensive 
experience advising 
multinationals on growth 
strategy across Asia and 
leading Asian companies 
on strategy, M&A and 
organisation.
Till is also a Non-Executive 
Director of Keppel 
Corporation.
Committee membership
Chair of CSR Committee 
and member of 
Remuneration and 
Nomination Committees.
Jerry Buhlmann
Non-Executive Director
Appointed
March 2017
Skills and experience
Jerry has over 30 years’ 
experience in the media and 
advertising industries. He was 
CEO of Dentsu Aegis Network 
from 2013 until 2018. Prior to 
its acquisition by Dentsu Inc, 
Jerry was the CEO of Aegis 
Group PLC. 
Jerry is also Non‑Executive 
Chairman of Croud, a global 
digital marketing agency, 
Senior Advisor for OC&C’s 
TMT Practice and a director 
of Madison Sports Group.
Committee membership
Audit, Remuneration, 
CSR and Nomination 
Committees.
Inchcape Annual Report and Accounts 2019
57 
STRATEGIC REPORT
GOVERNANCE
FINANCIAL STATEMENTS

Corporate governance report – Board leadership and company purpose continued
Purpose and strategy
Details of how the Company generates value for shareholders 
and contributes to wider society is given in the description of 
the business model, value chain, Ignite strategic achievements 
and direction, and the CSR Report. Our ambition is to bring the 
best loved automotive brands to customers and consumers 
throughout the world. The 2019 Ignite achievements are set out 
in pages 18 and 19.
Part of the Ignite strategy is to take advantage of acquisition 
opportunities, with a focus on Distribution, and to consider the 
disposal of any non-core assets. Key to understanding the long-
term benefit for the Group is to consider the risks associated 
with M&A and the Board’s risk appetite when entering or exiting 
markets. Careful consideration is given to these risks throughout 
the decision-making process in order to balance the risk and 
reward for the Group. 
The Annual Strategy Day provides the forum to assess the Ignite 
strategy and how the delivery of the strategy generates and 
preserves value over the long term. The Board considers risks 
and opportunities which could disrupt the business model in 
The Board of Inchcape plc
Collectively responsible for the long-term success of the Company
Delegated 
authorities:
Financial Reporting
Risk Management
Internal Control
Delegated 
authorities:
Risk oversight 
Minimum Control 
Framework
COMMITTEE REPORT  
PAGE 67
iPOM  
Committee
Delegated 
authorities:
Remuneration Policy
Incentive Plans
Performance Targets 
COMMITTEE REPORT  
PAGE 76
Delegated 
authorities:
Group Strategy 
Operational 
Management
Delegated 
authorities:
Board Composition 
Diversity
Succession Planning
COMMITTEE REPORT  
PAGE 63
Delegated 
authorities:
CSR Strategy
Delegated 
authorities:
Oversight of Group 
capital expenditure
COMMITTEE REPORT  
PAGE 74
Group Capital 
Committee
Governance structure
Audit  
Committee
Remuneration  
Committee
Executive  
Committee
Nomination  
Committee
CSR 
Committee
the medium and long term, including future trends such as 
electrification, connected cars and shared ownership, during 
the strategy planning process. Having robust governance 
processes in place drives the desired culture to support 
the Ignite strategy and creates a shared sense of purpose 
throughout the organisation which brings the Ignite strategy 
to life. 
The Board regularly reviews operational policies and practices, 
to ensure they are driving the right behaviours throughout the 
organisation. The Board also considers the development of 
our people which will drive the Ignite strategy in the long term. 
Further information is given on page 33 of the CSR Report. The 
Remuneration Committee considers remuneration policies and 
practices to ensure they are consistent with the Company’s 
values and support its long term sustainable success. Other 
policies are considered in conjunction with the review of risk, 
the internal control framework including financial controls, 
delegated authorities policies and HR & remuneration policies. 
The Group also operates an externally hosted whistleblowing 
line, details of which are given in the Audit Committee Report 
on page 71.
Inchcape Annual Report and Accounts 2019
58

The table below shows the Board and Committee meetings held during the year. There were additional Board calls and Committee 
meetings throughout the year to discuss specific issues as they arose.
​
Board
Audit
Committee
Remuneration 
Committee
Nomination 
Committee
CSR  
Committee
Name
Scheduled/attended
Scheduled/attended
Scheduled/attended
Scheduled/attended
Scheduled/attended
Stefan Bomhard
6/6
–
–
–
2/2
Jerry Buhlmann
6/6
3/3​
2/2
2/2
2/2
Gijsbert de Zoeten 
2/2
–
–
–
–
Rachel Empey
6/6
4/4
–
2/2​
–
Richard Howes*
4/4
–
–
–
–
Jane Kingston
6/6
​
2/2
2/1
​
John Langston
6/6
4/4
–
2/1
–
Coline McConville*
4/4
–
1/1
1/1
1/1
Nigel Northridge*
3/3
1/1​
1/1
1/1
–
Nigel Stein
6/6
–
2/2
2/2
2/2​
Till Vestring 
6/6
–
2/2
2/2
2/2
*
*
Nigel Northridge left on 23 May 2019, Coline McConville left on 23 July 2019 and Richard Howes left on 31 August 2019. Gijsbert de Zoeten joined on 27 August 2019. 
John Langston and Jane Kingston were unable to attend the November Nomination Committee meeting due to prior 
engagements. A full briefing on the business discussed was given to the Directors by the Chairman.
Board activities
Overseas Board visit
The annual overseas Board visit took place in Belgium at the 
Group’s Toyota business. Visiting the overseas operations is a 
key annual activity for the Board as it gives the Non-Executive 
Directors an opportunity to meet the local teams and to see the 
Ignite strategy in action. These interactions give an indication of 
the Group’s culture and values and enables the Board to mix 
with colleagues informally. 
During the visit, the Board toured the Toyota and Lexus 
dealership at Zaventem meeting various teams including 
technicians and sales teams. After which, they arrived at the 
Inchcape Belgium Head Office and received regional updates 
from the CEO of Continental Europe, the Managing Director 
of Belux, the Lexus Distribution & Retail Director, the Belux Sales 
Director and the Network Development Director for Belux. The 
Board was also invited to tour the Toyota Parts Centre in Diest. 
This opportunity allowed the Board to gain first-hand experience 
of our longest OEM partner's European wide supply and 
distribution centre which distributes over 205,000 parts daily. 
The Board found that engaging with local teams to discuss 
the unique challenges and opportunities in their region gives 
the Directors invaluable insight into the business and the 
opportunity to learn more about our OEM partner’s business 
provides a greater understanding of the Group’s position in 
the value chain. 
Inchcape Annual Report and Accounts 2019
59 
STRATEGIC REPORT
GOVERNANCE
FINANCIAL STATEMENTS

Focus in 2019
What we achieved 
Our priorities in 2020
Stakeholder engagement
During the year, the Remuneration Committee carried out a 
consultation with shareholders on the proposed remuneration 
policy. Further details are given on page 77.
The Employee Experience Consultation was rolled out to 
13,500 employees. Further details can be found in the CSR 
Report on page 75. 
Further information on stakeholders are given on page 16. 
Engagement with investors and 
OEM partners on environmental, 
social and governance factors
Ignite strategy
The Board continued to focus on the Ignite strategy which 
continued to deliver value in 2019 with the acquisition 
of exclusive distribution for BMW Lithuania and Daimler 
passenger cars and trucks in Uruguay and Ecuador.
The focus on core Distribution activities also led to the Board's 
decision to dispose of certain Retail businesses during the 
year in the UK, China and Australia in addition to the fleet 
business, Inchcape Fleet Solutions. 
The digital strategy further evolved with the launch of the 
omni-channel customer journey in Subaru Melbourne and 
the introduction of reputation.com to measure and improve 
customer experience.
Further information can be found on pages18 and 19. 
Capital allocation is an important part of the Board's 
decisions and during 2019, a further £100m was returned 
to shareholders by way of a share buyback. Further 
information on the capital allocation framework can be found 
page 22. 
Global industry and market 
trends 
Disruptive and future trends
Strategy development 
Risk
The Board undertook a review of its risks this year, particularly 
in respect of the entry into new markets in Central America 
and the Board’s risk appetite in these areas. Further details are 
given in the Risk Management Report on pages 39 to 52.
Annual review of principal risks 
and mitigating actions 
Annual review of risk appetite 
Brexit impact 
Financial reporting and 
business performance 
The Board reviews the performance of the business on 
a regular basis and challenges management on the 
assumptions made and the judgements used, with 
assurances provided by both external and internal sources to 
ensure the information communicated to stakeholders is fair, 
balanced and understandable.
Approval of annual operating 
plan 
Review of delegated authorities 
policy and capital expenditure 
processes
Leadership
The Board reviews succession, talent development and 
diversity and inclusion annually. Focus during 2019 has been 
on building the Group's approach to diversity & inclusion. 
Further details are given in the people section of the CSR 
Report on page 33. 
Group Chief Executive 
succession planning
Talent pipeline 
Governance and culture
The 2018 UK Corporate Governance Code came into effect 
from 1 January 2019. The Board considered its obligations 
under the new Code and the S172 reporting requirement. 
The S172 statement is given in page 3 and two case studies 
demonstrating how the Board had regard for stakeholders 
are given on page 61. 
The Board will continue to focus 
on ESG factors impacting the 
Group and its business model to 
improve internal understanding 
and external reporting in this 
area. ​
Corporate governance report – Board leadership and company purpose continued
The Chairman ensures that there is a culture of openness and transparency on the Board to facilitate constructive debate on all 
matters considered during the year. The Directors provide feedback on how the Board operates, its culture and effectiveness during 
the evaluation process. Further details can be found on page 66. There is a schedule of formal matters reserved for the Board which 
can be found at www.inchcape.com/governance. 
Inchcape Annual Report and Accounts 2019
60

Key decision
Sale of 
Inchcape 
Fleet 
Solutions
Key decision
Acquisition 
of Autolider
The Inchcape Fleet Solutions ("IFS") 
business provides fleet solutions and 
fleet management services to business 
customers. While a successful business, the 
Board considered IFS to be neither part of its 
core Distribution activities nor meaningfully 
synergistic with its UK Retail dealership 
business. The Board therefore considered 
that it was in the best long-term interest of 
members to dispose of this business to the 
mobility division of Toyota, its largest OEM 
partner. The disposal, combined with the 
divestment of certain of its Retail assets, 
would allow the Group to continue to focus 
its capital allocation on its core Distribution 
business in alignment with its strategic goals. 
Toyota intends to use the business as a 
platform to grow its mobility services business 
in the UK market. The Board therefore 
took confidence that the interests of its 
employees would be safeguarded and 
that the acquisition by Toyota would lead 
to enhanced growth opportunities for them. 
In reaching its decision, the Board had 
particular regard to maintenance of the 
accrued and future pensions benefits of its 
transferring employees.
Following the disposal, our UK Retail business 
will continue as a business partner to the 
Toyota Fleet Solutions business and this 
will help to further cement the relationship 
between the Group and one of its key OEM 
partners.
In November 2019, the Group acquired 
Autolider, a distributor of Daimler passenger 
and commercial vehicle brands in Uruguay 
and Ecuador. The acquisition adds two 
new markets to the Group’s Latin America 
businesses and represents its first Distribution 
contract with Daimler brands. 
In reaching its decision, the Board 
considered that the acquisition is consistent 
with its long-term strategic goals of investing 
to grow and becoming the OEM partner 
of choice. 
The Board took into account the interests 
of its strategic partner, Daimler, noting 
the desire of Daimler to consolidate its 
distribution network in Latin America. This 
acquisition, together with the announced 
acquisition of the Daimler passenger vehicle 
distribution business in Colombia, represents 
a significant milestone in progress towards 
that shared goal.
The Board also considered the country 
specific risks of entering these two new 
markets noting, in particular, risks relating 
to political instability and compliance 
SEE PAGE 5 FOR FURTHER DETAILS
SEE PAGE 5 FOR FURTHER DETAILS
Engagement with stakeholders
Statement 172 case studies 
with laws. The Board has taken steps to 
understand those risks and ensure that 
relevant controlling and mitigating actions 
are in place including the roll out of the 
Group’s Code of Conduct and compliance 
programme. 
When acquiring a new business, the impact 
on employees is a key priority during the 
Board’s decision-making process. An on-
boarding team is deployed to ensure that 
the integration of the business goes well and 
that transferring employees are quickly made 
to feel a part of the Inchcape Group. Being 
part of a large international organisation will 
give rise to development opportunities.
Finally, the Board noted that the Group’s 
financial stability will give renewed 
confidence in the business to suppliers, to 
customers and to Daimler, thereby providing 
a platform for future growth.
​
Inchcape Annual Report and Accounts 2019
61 
STRATEGIC REPORT
GOVERNANCE
FINANCIAL STATEMENTS

Nigel Stein
Chairman
Nigel Stein, as Chairman, is responsible 
for leading an effective Board, 
ensuring timely, accurate and relevant 
information is received by Board 
members, planning the composition of 
the Board and is Chair of the Nomination 
Committee.
The Chairman sets the Board’s agenda 
and ensures that appropriate time is 
allocated to discuss each agenda item. 
He is also responsible for ensuring there 
is a culture of openness and debate 
and that constructive relationships exist 
between the Non-Executive Directors 
and Executive Directors.
Nigel Stein was considered independent 
upon appointment.
Stefan Bomhard
Group Chief Executive Officer
Stefan Bomhard, as Group Chief 
Executive Officer, is responsible for 
developing the Group’s strategy, 
running the day-to-day operations, 
reporting to the Board on performance, 
implementation of strategy and any 
significant developments, leading the 
Group Executive Committee including 
managing risk and internal control and 
engaging with shareholders.
Jerry Buhlmann
Senior Independent Director
Jerry Buhlmann is the Senior 
Independent Director and is available 
to shareholders if they do not want to 
speak to the Chairman or the Group 
Chief Executive Officer.
His role is to act as a sounding board 
for the Chairman and to serve as an 
intermediary to other members of 
the Board.
Non-Executive Directors
The Non-Executive Directors are appointed to offer a wide range of skills and experience which enable them to advise, support and 
constructively challenge management, to provide strategic guidance and independent judgement on the Board’s discussions. 
Explanatory notes on their contribution to the business are given in the Notice of Meeting for the 2020 Annual General Meeting to 
accompany the resolution to re-appoint each Director. All Non-Executive Directors are considered independent in accordance with 
the UK Corporate Governance Code. None of the Directors or their connected persons have, or have had, a material relationship 
with the Company and its subsidiaries. Non-Executive Directors receive a fee only and do not participate in share award schemes 
or the pension scheme. There are no cross directorships. The Non-Executive Directors’ letters of appointment are available for 
inspection at the Company’s registered office and at the AGM. 
The Non-Executive Directors are required to allocate sufficient time to the Company to discharge their responsibilities and Board 
dates are agreed two years in advance to ensure that Directors are able to plan accordingly and for other commitments to be 
taken into account. Non-Executive Directors are informed of the time commitment expected from them upon appointment and this 
is reviewed annually to ensure that the time expected is still relevant in light of the Company’s strategic agenda. The Board’s policy 
on multi-board appointments requires Directors to obtain prior approval from the Nomination Committee and the Board before 
taking on another directorship. 
The Non-Executive Directors met in 2019 without the presence of Nigel Stein to discuss his performance. If a Director has a concern 
about the running of the Company which cannot be resolved, it would be recorded in the Board minutes. No such concerns arose 
in 2019.
Executive Directors
The Board understands that the Executive Directors can gain valuable business experience as a Non-Executive Director of another 
company. The Board’s policy is to limit Non-Executive Directorships within a FTSE 100 company to one appointment only. The policy 
requires Directors to obtain prior approval from the Nomination Committee and the Board before taking on another directorship. 
Stefan Bomhard is also a Non-Executive Director of Compass Group PLC. Details of the fees paid to him are given on page 97 of the 
Directors’ Report on Remuneration.
The Group Company Secretary supports the Board by providing advice, including access to independent advice, and ensuring 
that the Board has the appropriate policies, information, time and resources in order the function effectively. 
Roles of the Board
Corporate governance report – Division of responsibilities
Inchcape Annual Report and Accounts 2019
62

Nomination Committee report
Corporate governance report – Composition, succession and evaluation
Dear Shareholder
I am pleased to present the report of the 
Nomination Committee for the year ended 
31 December 2019.
Board succession planning continues to be the main focus of 
the Committee as it is essential to ensuring that an experienced 
and capable board is in place to lead the Group. 2019 saw 
several changes with the departure of Nigel Northridge, Coline 
McConville and Richard Howes and the appointment of 
Gijsbert de Zoeten and Alex Jensen. In February 2020, Stefan 
Bomhard announced his resignation and the recruitment of a 
new CEO will be the key focus for the Committee.
Nigel Northridge served on the Board for over nine years and 
I would like to thank him for his valuable service during this 
time. As disclosed last year, Jerry Buhlmann became the 
Senior Independent Director following Nigel's departure. Coline 
McConville left the Board in July 2019. During her tenure, Coline 
successfully led the 2017 remuneration policy review which 
was overwhelmingly supported by shareholders. I am pleased 
that Jane Kingston became Remuneration Committee chair 
following Coline's departure and after serving 12 months as a 
member of the Remuneration Committee. 
Further details of the appointment of Gijsbert de Zoeten and 
Alex Jensen are given on page 64. 
The Committee spends time evaluating the composition of 
the Board, reviewing skills, experience and diversity to ensure 
that the appropriate Directors are appointed to lead the 
business. The review of our individual and collective attributes is 
paramount to this planning. As a Board we have agreed not to 
set specific diversity targets as we believe that all appointments 
should be made on merit and in the context of the skills and 
experience needed for the Board to be effective. However we 
aim to achieve the guidelines set out in both the Hampton-
Alexander Review and the Parker Review and work with 
recruitment consultants to ensure that the Board is informed of 
the broadest possible range of candidates for consideration. 
Further details are given on page 66.
The Board carries out a formal evaluation each year and, 
in addition, I meet with each Director to discuss his or her 
performance. These meetings allow Board members to 
discuss any issues they might have and also to consider the 
contribution of individuals to the decision-making process. 
To accompany the resolution to re-appoint each Director 
at the Annual General Meeting we have given reasons why 
we believe each Director should be re-elected. The Notice of 
Meeting is available at www.inchcape.com/notice. 
Nigel Stein 
Chairman
Committee members and attendance at meetings 
 
Scheduled / attended
Nigel Stein 
2/2
Jerry Buhlmann 
2/2
Rachel Empey
2/2
Jane Kingston
2/1
John Langston 
2/1
Till Vestring 
2/2
*
*
Jane Kingston and John Langston were unable to attend one Committee 
meeting during the year due to prior commitments.
Succession planning
Board composition
Corporate governance 
Reporting
Allocation of time spent
Nigel Stein
Chair of Nominations  
Committee
The Committee reviews its terms of reference annually. 
The terms can be found at www.inchcape.com
Inchcape Annual Report and Accounts 2019
63 
STRATEGIC REPORT
GOVERNANCE
FINANCIAL STATEMENTS

Focus for 2019
What we achieved in 2019
Priorities for 2020
Board succession planning
Appointment of Chief Financial Officer 
Recruitment process for Non-Executive Director 
Appointment of Group Chief 
Executive Officer​
Governance
Review of policy on multiple board appointments to avoid 
‘overboarding’​
Consideration of the guidelines 
set out in the Parker Review ​
Board composition ​
Review of skills, experience and diversity to identify potential 
gaps in light of the Company's Ignite strategy​
Review matrix following 
new appointments​
Committee evaluation ​
The Committee evaluated its performance during the year​
External evaluation in 2020
Board composition and succession
The Board is comprised of five independent Non-Executive 
Directors and two Executive Directors, whose biographies are 
given on page 57. Non-Executive Directors are appointed for 
an initial three-year term with a further two three-year terms 
permitted subject to satisfactory performance. After each three-
year period, the performance of the Director is reviewed by the 
Chairman and the Nomination Committee. Any further terms 
are put to the Board for approval. All appointments are subject 
to annual re-election at the AGM.
The succession planning process works around these timelines, 
planning ahead for departing Directors as they reach a tenure 
of nine years. There are always situations where a Director 
will leave the Company before they have completed a full 
nine years, and the Committee continually updates its list of 
potential candidates taking into account the Ignite strategy 
in the short, medium and long term, the business needs of 
the Group and Board’s diversity policy. Should a situation 
arise when a Director departs unexpectedly, the recruitment 
can begin immediately. Till Vestring will complete this nine-
year service during 2020, therefore succession planning is 
focused on appointing a new Non-Executive Director to fulfil 
the vacancy when he departs, in addition to the recruitment of 
a new CEO. 
Skills, experience and diversity
The review of skills, experience and diversity is carried out by 
the Committee annually by way of an assessment completed 
by the Board members. The 2019 review identified digital/
technology as an area which could be further strengthened 
on the Board. Digital is a rapidly evolving area for the 
automotive industry and as such is a key consideration for 
succession planning. 
The experience of the Board members covers a wide range 
of sectors and industries and in addition we also have several 
Board members from outside the traditional UK plc background 
and this diversity of thought adds to our decision making. 
However, we recognise that this is a constantly evolving 
environment and ensuring that we have the right mix of 
individuals to support and challenge management, to avoid 
group think and to make the right decisions to facilitate the 
long-term success of the Group remains paramount. This 
assessment assists with the search for suitable candidates and 
forms part of the recruitment process. 
Appointment process 
The Lygon Group were appointed to assist with the search for 
Directors during the year. Lygon have worked with the Group 
for several years and are familiar with the current Board’s skills 
set and the skills mix needed to support the future strategic 
direction. During the recruitment process, I meet with the 
consultants to review our needs and to draw up a long-list of 
suitable candidates for consideration. When a short-list has 
been established, potential candidates will meet with other 
Board members, after which the Committee will decide on the 
most suitable candidate and recommend the appointment 
of the Non-Executive Director to the Board for its approval. 
The Lygon Group are a signatory to the Voluntary Code of 
Conduct for Executive Search Firms and do not have any other 
connection to the Company or any individual Director. 
Appointment of Chief Financial Officer
The search for a new Chief Financial Officer commenced in 
May 2019. The Committee considered what attributes and 
skills would be needed to grow the global finance function as 
the Group delivers the Ignite strategy. Gijsbert de Zoeten was 
appointed in August 2019, and the Board believes his extensive 
operational experience will be invaluable in ensuring that the 
finance and control environment is able to support the Group 
as it moves towards a Distribution focused model and enters 
into new markets. 
Appointment of Senior Independent Director 
The Chairman led the recruitment process for the new 
Senior Independent Director and met with a broad range 
of candidates. The Committee believes that Jerry Buhlmann 
recent CEO and international board experience is an asset and 
he has the skills and capability to perform the role effectively. 
As Senior Independent Director, Jerry will provide invaluable 
support to both myself and other Board members in this role. 
He will also be responsible for holding annual meetings with 
Non-Executives, without the Chairman present, to appraise 
the Chairman’s performance, and will be available as an 
alternative point of contact for investors. 
Appointment of Non-Executive Director
As part of the ongoing Non-Executive Director succession 
planning process, the Committee spent time considering 
key skills which would complement the direction of the Ignite 
strategy over the longer term. Several candidates were 
considered to join the Board and during this process the 
potential candidates meet with both the Chairman and Chief 
Executive Officer, after which the preferred candidates met with 
the other Non-Executive Directors. The Committee discusses 
the merits of each individual which, in addition to the skills 
and experience required, will also include an assessment of 
personal attributes to ensure that they will be able to contribute 
effectively. After a successful recruitment process Alex Jensen 
was appointed in January 2020.
Corporate governance report – Composition, succession and evaluation continued
Inchcape Annual Report and Accounts 2019
64

Induction process 
​
​
The Inchcape framework
​
Meet key management / 
advisors
​
Visit the businesses
​
​
The first step in the induction is 
making sure that the Director 
has all the information and 
support to enable them to 
carry out their duties. This 
includes Board processes, 
Group structures, strategy, 
Code of Conduct, other 
policies and procedures,and 
risk footprint.
​
Meeting key management 
and advisors allows the 
Directors to gain a broader 
understanding of the day-
to-day operations and head 
office functions such as legal, 
compliance, treasury, and 
finance.
​
Visiting the businesses gives 
the Directors a unique 
opportunity to see the Ignite 
strategy in action, meet 
colleagues and seek their 
views on the business and 
to understand the culture of 
the Group.
​
​
The initial induction schedule 
focused on Inchcape ways 
of working and provides an 
introduction to the Group's 
culture and values. The 
induction process for all 
new employees includes 
online training for the Code 
of Conduct within the first 30 
days of joining. 
Gijsbert also spent time with 
the Company Secretary to 
discuss the role of the Board 
and its Directors in a UK plc, 
including legal, governance 
and regulatory responsibilities. 
The Chairman and Group 
Chief Executive also spent 
time with Gijsbert reviewing 
the Board agenda, the 
matters reserved for the 
Board, the short, medium and 
long-term strategic priorities 
and the risk and control 
environments. 
​
Gijsbert has direct 
responsibility for the Finance, 
Internal Audit, Tax, Treasury, 
Procurement and Investor 
Relations functions. Individual 
meetings were held with 
the heads of each of these 
functions along with team 
meetings with the UK finance 
function, Internal Audit, legal 
and IT teams.
One on one meetings 
took place with each of 
the Executive Committee 
members to provide a deep 
dive into the operational 
aspects of the business, how 
the Ignite strategy is being 
implemented and to provide 
an overview of the unique 
challenges facing each 
business area and market. 
Several meetings were 
also held with the Audit 
Committee chair, John 
Langston to enable Gijsbert 
to deepen his knowledge 
on both the relationship 
between the Audit 
Committee, management 
and the auditors and to also 
understand the views of the 
Committee on the Group's 
control and risk environment.
Key advisors included in the 
induction process are the 
Group's brokers, external 
auditors, and bankers. 
Gijsbert met with the 
Company's key investors to 
gain an understanding of 
their view of the business and 
the external market generally. ​
​
Following the UK induction 
process, Gijsbert spent time 
in Africa, where we operate 
as the Distributor and Retailer 
for Toyota, Daihatsu, Komatsu 
and New Holland in Ethiopia 
and are the distributor 
for Jaguar Land Rover in 
Kenya; and Hong Kong and 
Singapore, where we are 
the exclusive Distributor for 
Toyota, Lexus, Land Rover, 
Jaguar, Daihatsu and Hino 
Trucks.
He also visited Colombia 
where we operate as 
Distributor and Retailer across 
a number of OEM partners; 
Costa Rica where we 
operate as a Distributor and 
exclusive Retailer for Suzuki, 
and Belgium and Greece, 
where we distribute Toyota 
and Lexus. 
Gijsbert de Zoeten
Inchcape Annual Report and Accounts 2019
65 
STRATEGIC REPORT
GOVERNANCE
FINANCIAL STATEMENTS

DIVERSITY POLICY STATEMENT 
The Committee recognises the benefits of having a diverse 
Board and sees this as an essential element in delivering the 
Group’s strategic objectives. We value diversity of skills and 
industry experience as well as background, race, age, gender, 
educational and professional background as we believe this 
adds fresh perspectives which enrich our decision making and 
the aim of the policy is to reflect this ethos. 
The Board’s policy on diversity is a verbally agreed principles-
based policy. It is clearly understood by our recruitment 
consultants and is taken into account when considering 
succession planning and external hires. The Board considers all 
aspects of diversity to be relevant and all Board appointments 
are made on merit and in the context of the skills and 
experience needed for the Board to be effective. The Board 
has not set specific targets, as it believes that all appointments 
should be made on merit and in the context of the skills and 
experience needed for the Board to be effective, however 
aims to achieve the recommendations set out in the Hampton-
Alexander and Parker Reviews.
With the appointment of Alex Jensen in January 2020, the 
Board has 33% female representation on the Board as required 
under the Hampton-Alexander Review. 
The Board philosophy on diversity is also reflected throughout 
Inchcape where we employ a diverse workforce across 33 
countries. We value the unique contribution that each person 
brings to Inchcape and we aim to employ people who reflect 
the diverse nature of society, regardless of age, sex, disability, 
sexual orientation, race, colour, religion, ethnic origin and 
political belief.
The Committee’s terms of reference can be found at www.
inchcape.com/governance.
Group Executive Committee and its direct reports: 
Male
Female 
Group Executive Committee
8
1
Direct reports
47
22
Board evaluation
An evaluation of the Board is carried out each year with an external review every third year. In 2019, the Board evaluation was an 
internal review which consisted of an online questionnaire. The review in 2020 will be an external review. 
The questionnaire consisted of sections on Strategy, Board effectiveness, knowledge and contribution, Succession planning, Risk 
Management and the Committees. The Directors are invited to give further comment when answering the questions to provide 
further insight into the effectiveness of the Board. The results of the questionnaire are collated into a report which was discussed by 
the Board to agree actions for the coming year as set out in the table below. 
The Board also considered the actions from the previous evaluation which it agreed had been addressed appropriately, with 
improvement in the talent development process for senior management and a more in-depth review of skills, experience and 
diversity carried out by the Nomination Committee during 2019. The Nomination Committee also updated its terms of reference 
following the evaluation to ensure that they are in line with best practice. 
Area of focus 
Actions 
​
Board 
Consider opportunities for further management engagement 
Nomination Committee 
Greater focus on ethnic diversity at Board and senior management level
Remuneration Committee 
Improved reporting on the wider reward landscape
​
CSR Committee 
Improved stakeholder engagement programme and greater focus on ESG issues
Corporate governance report – Composition, succession and evaluation continued
0 to 3 years 
4 to 6 years  
7 to 9 years  
3
2
2
Male
Female  
  
5
2
British
German  
Dutch  
4
2
1
Asia 
EU
UK
1
5
1
Length of service
Gender 
Nationality
Residence 
0 to 3 years 
4 to 6 years  
7 to 9 years  
3
2
2
Male
Female  
  
5
2
British
German  
Dutch  
4
2
1
Asia 
EU
UK
1
5
1
Length of service
Gender 
Nationality
Residence 
Inchcape Annual Report and Accounts 2019
66

Audit Committee report
Dear Shareholder
I am pleased to present the report of the Audit 
Committee for the year ended 31 December 
2019.
I am pleased to welcome Gijsbert de Zoeten, who was 
appointed as the Chief Financial Officer in August 2019. 
Gijsbert brings a wealth of operational financial experience 
and will be key in improving controls and processes globally. 
The Group has also appointed a new Head of Internal Audit, 
who joined in late 2019. Further information on Internal Audit is 
given on page 71.
The aim of the report is to provide an overview of how the 
Committee has discharged its responsibilities during the 
year, and to highlight the significant issues considered by 
the Committee. The Committee considers also whether the 
Annual Report and Accounts, when taken as a whole, is 
considered fair, balanced and understandable and provides 
the necessary information for shareholders to assess the 
Company’s position and performance, business model and 
strategy. Further details can be found on pages 2 to 52.
The viability statement is given on page 52. The Committee 
considered the length of time used to assess the Company’s 
viability and is of the view that three years remains appropriate 
given the nature of the business. 
Financial Reporting Council ("FRC") letter
In 2019, we received a letter from the Conduct Committee 
of the FRC following a review of the goodwill disclosure in last 
year's Annual Report and Accounts. The FRC stated it would 
be incorporating some of our goodwill impairment disclosures, 
as examples of better disclosures, in their thematic review of 
companies’ disclosures of non-financial assets which was 
published in October 2019, however they requested further 
clarification on:
–– The allocation of intangible assets with indefinite useful lives 
(distribution agreements) to cash generating units;
–– The measurement basis used to determine the recoverable 
amount of cash generating units containing goodwill; and
–– The key assumptions used and associated sensitivities.
The Company responded to the FRC, providing full 
explanations in respect of the matters and, where appropriate, 
indicated that we would clarify the disclosures in this year's 
Annual Report and Accounts. Further details are given in the 
financial statements on page 112 to 187. 
Audit Quality Review 
The FRC's Audit Quality Review team carried out a review of 
Deloitte LLP's audit of the financial statements for the year 
ended 31 December 2018. The AQR review team sent their 
findings to the Committee in December 2019 and I am pleased 
to report that their assessment of the audit was good with only 
limited improvements required. 
The review covered: 
–– How work was scoped, instructions to, involvement with and 
evaluation of component auditors and their work and how 
issues reported were followed up and resolved; 
–– How Deloitte dealt with certain aspects of ethics, 
independence, quality control and completion relevant 
to the audit; 
–– Communication with the Audit Committee; 
–– Group auditor’s involvement in goodwill impairment, 
pensions and acquisition accounting and at UK level 
revenue recognition and inventory. 
These reports are a key source of external evidence for the 
Committee when assessing audit quality and effectiveness. 
The Committee discussed the issues raised with the auditor at 
the meeting.
John Langston
Chair of the Audit Committee
Committee members and attendance at meetings 
 
Scheduled / attended
John Langston – Chair 
4/4
Jerry Buhlmann* 
3/3
Rachel Empey
4/4
Nigel Northridge*
1/1
*
*
Nigel Northridge retired, and Jerry Buhlmann joined the Committee on  
23 May 2019.
Financial reporting
Risk 
Internal audit 
Internal controls
External audit
Cyber security
Other
Allocation of time spent
Corporate governance report – Audit, risk and internal controls 
John Langston
Chair of the Audit  
Committee
Inchcape Annual Report and Accounts 2019
67 
STRATEGIC REPORT
GOVERNANCE
FINANCIAL STATEMENTS

The Audit Committee consists of three independent Non-
Executive Directors. John Langston and Rachel Empey are 
qualified chartered accountants and are considered to have 
recent and relevant financial experience. In addition, the 
Committee as a whole has competence in Retail which is the 
sector in which the Company operates. 
The Committee met four times during the year to coincide 
with the financial calendar. Only members of the Committee 
are entitled to attend Committee meetings. However, the 
Chairman, Group Chief Executive Officer, Chief Financial 
Officer, Group Financial Controller and Group Head of Internal 
Audit attend the Committee meetings along with the external 
Our 2019 objectives
What we achieved 
Priorities for 2020
Annual Report 
and Accounts 
including  
financial 
statements and 
accounting  
judgements
The Committee considered all key audit issues, accounting treatment and 
judgements in relation to the financial statements. This includes challenging 
management on the assumptions used and the judgements that have been 
applied, with assurances given from both external and internal sources. 
The information supplied allows the Committee to assess key disclosures to 
ensure adequacy, clarity and completeness. The Committee carried out an 
assessment of whether the Annual Report and Accounts were fair, balanced 
and understandable. See page 70 for further details. 
Key disclosures include the viability statement on page 52, going concern, which 
can be found on page 102, and goodwill, which can be found on page 146.
Review of key 
assumptions used by 
management on key 
accounting standards
Deloitte 
independence  
and objectivity
The Committee considered the report from the auditor in relation to the financial 
statements and the 2018 Annual Report and Accounts as a whole and assessed 
the auditor’s approach to, and findings in relation to the audit to assess 
independence and objectivity. 
Continuous assessment 
of audit quality and 
effectiveness ​
Deloitte 2019  
audit plan
Committee discussed the audit plan and agreed materiality, scope and fees.
Review of the 
effectiveness of the 
external audit
Internal Audit  
Report
The Committee reviewed and monitored:
–– progress against the 2019 plan throughout the year;
–– the status of open audit issues;
–– any internal control failings; and 
–– the appropriateness of mitigation actions put in place by  
management.
The Committee also reconfirmed the Internal Audit Strategy and the Internal 
Audit Charter and approved the 2020 Internal Audit Plan.
Monitor progress against  
2020 plan, resolving open 
issues and improvement 
plans in relation to 
identified internal control 
gaps
Risk 
Management 
Report
The Committee consider the risk management environment, major 
whistleblowing reports and any mitigating plans implemented by management 
throughout the year. Progress against plans is monitored closely and 
management are challenged appropriately on areas where a satisfactory 
outcome is not evident. Further details can be found on pages 39 to 52.
Monitoring of 
whistleblowing cases and 
actions implemented to 
resolve issues
Non-Audit 
Services Policy 
and review 
of non-audit 
services
The Committee reviewed the non-audit services supplied by the external auditor 
to ensure that they are in line with the Group's Non-Audit Services Policy and best 
practice guidelines. Further details can be found on page 73.
Review of non-audit 
services supplied
Application of the Non-
Audit Services Policy
Tax update 
and litigation 
update
The Committee reviewed the Group’s tax costs, tax risks, efficiency and 
effectiveness of tax policies along with updates on tax audits. It also reviewed 
any significant litigation issues.
Monitor the tax strategies 
within markets and at 
Group level
Monitor the level, 
frequency and type of 
litigation within the Group
Cyber security ​
The Committee received updates on cyber security during the year in which they 
discussed principal cyber risks to the Group, the regional cyber security projects 
implemented during the year, common cyber security incidents, the Group's 
cyber incident response plans, business continuity and incident management 
and the results of cyber security testing.​
A review of the Group's 
cyber security risks, 
mitigation plans, and 
incidents will be carried 
out annually​
Committee 
evaluation ​
The Committee carried out an evaluation of its performance during the year.​
External evaluation in 
2020​
auditor. Other senior executives, such as the Group Tax Director 
and Group General Counsel, attend during the year to present 
to the Committee. 
The Committee regularly meets with the auditor without the 
presence of management to discuss any areas of concern 
they might have. John Langston also meets with the Chief 
Financial Officer and Head of Internal Audit at one-to-one 
meetings which enable him to fully understand the key issues 
ahead of Committee meetings. 
The Committee reviews its terms of reference annually. The 
terms can be found on www.inchcape.com.
Corporate governance report – Audit, risk and internal controls continued
Inchcape Annual Report and Accounts 2019
68

Significant issues
Goodwill impairment 
Goodwill and other indefinite life intangible assets are allocated to groups of cash generating units (CGU groups). In 2018, the Group recognised 
a goodwill impairment charge of £175m in respect of the UK Retail CGU group following a reassessment of short and medium-term forecasts in 
the light of a decline in the New car market and an elevated level of pre-registration activity which resulted in pressure on New and Used margins. 
The challenging trading conditions in the UK continued in 2019 and management have provided the Committee with detailed reports outlining 
the assessment made in relation to UK Retail goodwill, goodwill attributable to CGU groups and indefinite life intangible assets. These assessments 
included the valuation methodology used, the key drivers of cash flow forecasts and the basis for the key assumptions used. 
The Committee has challenged management on the forecasts and assumptions used and considered the sensitivity of the impairment assessments 
to changes in the forecasts and assumptions. The Committee has also reviewed the disclosures in the financial statements to ensure that they were 
appropriate.
After considering all the available information, and making any additional enquiries relating to the issues, and reviewing the findings and supporting 
evidence of the Group’s auditor, Deloitte, the Committee concluded the application of the accounting principles to be appropriate.
Further information can be found in note 11 on page 146
Adoption of new accounting standards: IFRS 16 Leases
The Group adopted IFRS 16, Leases, with effect from 1 January 2019 on a fully retrospective basis. As in 2018, a significant amount of management 
and Committee time was spent during the year considering the adoption of the new standard. Management conducted a thorough review of 
lease arrangements across the Group against the requirements of the new standard during 2018 and 2019 in preparation for the adoption of 
the new standard. As part of this review, management was required to exercise judgement in relation to the discount rates to be used, lease 
extension options, whether certain contractual arrangements contained a lease and the classification of sub-leases. The Committee received 
regular updates from management outlining the impact of the new accounting standard, including the judgements and key assumptions used in 
determining the impact on the Group’s balance sheet at adoption.
Management’s processes, assumptions and calculations have also been subject to separate challenge by the Group’s auditor, Deloitte. 
After considering all the available information, and making any additional enquiries relating to the issues, and reviewing Deloitte’s assessment 
of management’s approach, the Committee concluded the application of the accounting principles and the adoption of the new accounting 
standard to be appropriate.
Further information can be found in note 33 on page 175.
Financial statements presentation
The Committee gave consideration to the presentation of the financial statements and, in particular, the presentation of certain matters as 
exceptional items in accordance with the Group accounting policy. This policy states that certain items are presented as exceptional items within 
their relevant consolidated income statement category in order to provide additional useful information regarding the Group’s underlying business 
performance. In 2019, management have reported exceptional items in relation to the disposal of businesses, the consequent costs of restructuring 
operations and associated impairments, and costs associated with acquiring and integrating new businesses.
The Committee received detailed reports from management outlining the judgements applied in relation to the disclosure of exceptional items. This 
was an area of focus for the Committee which was cognisant of the need to ensure that the classification and disclosure was appropriate given the 
significance of the aggregate value (£78m) and the relevant guidelines on the use of alternative performance measures.
After considering all the available information, and disclosure of the matters reported as exceptional items, the Committee concluded the 
judgements to be appropriate.
Further information can be found in note 2 on page 133.
Acquisition accounting
The Group has established a process for acquisition accounting which incorporates the identification of the fair values of the assets acquired and 
liabilities assumed, including separate identification of intangible assets using external valuation specialists where required, and the allocation 
of acquired businesses to CGU groups for the purpose of testing goodwill and other indefinite life assets for impairment. During the year, the 
Committee received reports from management on the accounting for the BMW business in Lithuania acquired in January 2019 and the Daimler 
businesses in Uruguay and Ecuador acquired in December 2019. The Committee reviewed the reports and discussed with management the 
judgements made in relation to the identification of acquired intangible assets, the methodology and assumptions used to fair value the assets and 
liabilities and the allocation of acquired businesses to CGU groups for the acquisitions completed in 2019. 
The Committee concluded that it was satisfied with management’s valuations of these assets and liabilities, including the degree to which such 
valuations are supported by professional advice from external advisors, and that the acquisitions had been accounted for appropriately in line with 
the principles set out in IFRS 3, Business Combinations. 
Further information can be found in note 29 on pages 171 to 172.
Disposal accounting and disposal groups held for sale
During the year the Group disposed of several retail sites in the UK, China and Australia. It also disposed of its fleet business, Inchcape Fleet 
Solutions, in the UK. The Committee received reports from management outlining the accounting for the disposals and the judgements applied in 
relation to the classification and measurement of disposal groups held for sale at the end of the year. The Committee noted that the classification 
and measurement of disposal groups held for sale in accordance with IFRS 5, Non-current assets held for sale and discontinued operations, 
required a degree of judgement. 
After considering all the available information, and making any additional enquiries relating to the issues to management and Deloitte, the 
Committee concluded the application of the accounting principles to be appropriate.
Further information can be found in the notes to the accounts on page 155.
Inchcape Annual Report and Accounts 2019
69 
STRATEGIC REPORT
GOVERNANCE
FINANCIAL STATEMENTS

Financial reporting 
The role of the Committee in relation to financial reporting is 
to review with both management and the external auditor 
the appropriateness of the half year and annual financial 
statements taking into account:
–– The quality and acceptability of accounting policies and 
practices; 
–– Material areas in which significant judgements have been 
applied or where significant issues have been discussed with 
the external auditor; 
–– The clarity of the disclosures and compliance with financial 
reporting standards and relevant financial and governance 
reporting requirements including the Code;
–– Any correspondence from regulators in relation to the 
Group’s financial reporting; and
–– Reviewing assumptions and providing assurance to support 
the long-term viability statement.
Fair, balanced and understandable 
The Board is responsible for presenting a fair, balanced and 
understandable assessment of the Group’s position and 
prospects in the Annual Report and Accounts, the interim 
financial statements and the trading updates. The Board 
considers the weight given to published information to ensure 
that it is of equal weight and there are no omissions. The Board 
also ensures that narrative reporting is consistent with the 
financial statements. 
The Audit Committee also carries out its own assessment of 
the financial statements, and the Annual Report as a whole, 
and is satisfied that it provides the necessary information 
for shareholders. The Committee considered whether the 
information given in the financial statements is a true reflection 
of the narrative reporting throughout the Annual Report and 
Accounts, whether the key performance indicators give a 
true indication of the health of the business and if the issues 
considered of significant risk by both the external auditor and 
the Committee are aligned. 
The processes and procedures in place to satisfy the Board of 
the integrity of the financial and narrative statements include 
a robust disclosure verification process, monthly financial 
performance updates, and meetings with the internal and 
external audit functions without the presence of management. 
A statement of the Directors’ responsibilities is set out on pages 
101 to 102. The going concern statement is set out on page 
102 and the strategy and business model are set out on pages 
7 to 22.
Risk management
The Board carries out a robust assessment of principal and 
emerging risks, which include those that would threaten the 
business model, future performance, solvency and liquidity, 
and is responsible for reviewing and agreeing the Group’s 
principal risks and for considering its risk appetite in relation to 
those risks. Each risk is considered in the context of the Ignite 
strategy with a focus on: 
–– The description of the risk; 
–– The current risk footprint showing gross risk, net risk and the 
target position;
–– Background information that underpins the risk;
–– Key mitigation actions; and 
–– The risk appetite statement for each of the risks.
The Audit Committee has delegated responsibility for 
ensuring that:
–– There is an appropriate mechanism in place to identify the 
risks the Group faces;
–– Management teams have the correct focus on those risks 
and the action plans in place to mitigate or respond to those 
risks;
–– A compliance programme is in place in all markets that 
meets or exceeds external benchmarks and is appropriate 
in terms of legal requirements, content, sector, cost and 
resources;
–– Internal controls are appropriate, well designed and 
operating consistently across the Group; and
–– The Group’s whistleblowing programme is appropriately 
managed to reduce the risk of fraud or respond quickly and 
decisively in the event the Group falls victim to fraud.
The Audit Committee considers the risk management 
framework, any internal control issues which have arisen and 
all whistleblowing reports, and the mitigating actions, at each 
meeting. The reports provided to the Committee give an 
insight into the culture within the organisation and allow the 
Committee to assess progress against and effectiveness of any 
mitigation plans implemented by management.
Further information on risk management and the Group’s 
principal risks can be found in the Risk Management Report 
on pages 39 to 52.
Corporate governance report – Audit, risk and internal controls continued
Inchcape Annual Report and Accounts 2019
70

Internal control 
Our internal control framework encompasses all controls, 
including those relating to financial reporting processes, 
preparation of consolidated Group accounts, operational 
and compliance controls, and risk management processes. 
At the heart of our control environment is our Minimum 
Control Framework (“MCF”), covering not just financial, but 
operational and IT processes. The MCF has been rolled out 
globally across the organisation and has been designed to 
enable management to establish, assess and enhance strong 
and consistent risk and control governance. The framework is 
regularly reviewed and updated in line with emerging Group 
risks, in response to emerging internal audit issues and also 
following any investigation activity. The central and regional 
Internal Controls team support the business by providing 
the framework, tools and training and ongoing support to 
embed the MCF across the business which in turn enables 
management to monitor the effectiveness of controls in the 
business and to implement actions plans where improvement 
is required. 
The main elements of the internal control framework are: 
–– Group policies, standards and structures that provide the 
basis for carrying out internal control across the organisation 
supported by Inchcape’s Code of Conduct and training. 
Oversight from the Board and regular review and monitoring 
of compliance. 
–– The Group’s Minimum Control Framework, supporting 
review by policies and procedures. Business units self-assess 
against the MCF annually and remediate and control gaps. 
Compliance is independently assessed during the internal 
and external audit process. 
–– The Group’s Delegated Authority policy in addition to market 
specific delegated authority policies. 
–– Clear regional, functional and market accountability for 
establishing effective financial controls and for keeping them 
under continuous review to ensure they remain effective. 
–– Group Internal Control function responsible for continuous 
development of the internal control framework including 
automation, development of standards and policies, training 
and reviewing implementation efforts across the Group. 
–– Comprehensive and regularly reviewed Policy and Procedure 
Framework including Group Tax and Treasury. 
–– Risk management policies and procedures in place to 
identify potential events that may affect the organisation, 
manage the associated risks and opportunities and provide 
reasonable assurance that our Company’s objectives will be 
achieved.
–– Independent whistleblowing line ‘Speak Up!’, with supporting 
governance and investigations as appropriate. 
The Audit Committee assesses the effectiveness of the internal 
control and risk management systems throughout the year 
by receiving regular reports from the Head of Internal Audit, 
the Head of Corporate Assurance and the external auditor, 
in addition to reports from the General Counsel and the 
Group Tax Director. The information provided gives details on 
any control gaps or significant risk areas and the mitigation 
plans in place to address the issues. The Committee monitors 
the progress against plans and challenges management if it 
believes the issues are not being addressed appropriately. 
The reports are available to all Board members to allow 
them to keep informed, and other Board members are also 
able to attend any Committee meetings should they wish. 
However, the Audit Committee also provides an update on the 
control and risk environment to the full Board following each 
Committee meeting. 
The risk management and internal controls processes are 
designed to manage rather than eliminate the risk of failure 
to achieve business objectives. In establishing and reviewing 
the system of internal control, the Directors have regard to 
the nature and extent of the relevant risks, the likelihood of loss 
being incurred and the costs of control. The system can only 
provide a reasonable but not absolute assurance against 
any material misstatement or loss and cannot eliminate 
business risk.
The Board has determined that there were no significant 
failings or weaknesses identified during the review of the risk 
management and internal control processes during the year 
and further confirms that these systems were in place during 
2019 and up to the date of this report.
The Directors are satisfied that the Group’s risk management 
and internal control systems accord with the FRC’s Guidance 
on Risk Management, Internal Control and Related Financial 
and Business Reporting.
Whistleblowing
Speak Up!, the Group’s externally hosted whistleblowing line, 
is a compliance and ethics reporting solution which allows both 
hotline and web reporting capabilities in multiple languages, 
integrated with case management software to support efficient 
and effective investigation, remediation and reporting. 
The Head of Corporate Assurance reports to the Committee 
at each meeting on fraud and whistleblowing claims that have 
been received since the last Audit Committee meeting, and 
significant currently open issues. The new and open cases 
which are reported to the Committee are those of sufficient 
significance to warrant attention, however a list of all reports 
is also provided to the Committee along with a breakdown 
by market, report type and source.
The Audit Committee chair reports to the Board on any 
significant issues following each meeting. All Directors have 
full access to the whistleblowing reports and other Audit 
Committee papers. 
Internal Audit
The aim of the Internal Audit function is to provide independent 
and objective risk based assurance for the Group by bringing 
a systematic and disciplined approach to evaluate the 
effectiveness of risk management, governance and control. 
An annual programme of audit activity is approved by the 
Audit Committee; this is flexed if required throughout the year 
in accordance with the risk profile of the organisation and any 
subsequent amendments are discussed in detail and agreed 
by the Committee.
The function carries out audits across a selection of Group 
businesses, functions and programmes which include the 
management of risks and controls over financial, operational, 
IT and other compliance areas such as GDPR and anti-bribery 
and corruption. 2019 has seen strengthening of the audit 
function following introduction of the Regional Audit Model in 
2018 and a refreshed methodology. In addition a new Group 
Head of Internal Audit joined the Group in December 2019. 
Inchcape Annual Report and Accounts 2019
71 
STRATEGIC REPORT
GOVERNANCE
FINANCIAL STATEMENTS

Corporate governance report – Audit, risk and internal controls continued
The results of the review were presented to the Audit Committee 
and the findings discussed with management. Overall, the 
Internal Audit team is considered independent and objective 
and has a professional approach. It is considered to be an 
evolving function which has improved significantly over the last 
18 months. 
The Audit Committee agreed that an independent external 
review will be carried out once the new Head of Internal Audit 
has settled into her role. 
External audit
Following an audit tender process during 2017, Deloitte LLP 
was appointed as the Group’s auditor. Deloitte assumed 
responsibilities from PwC in May 2018 following shareholder 
support for the appointment at the Annual General Meeting. 
Anna Marks is the lead audit partner and has been in position 
since the appointment of Deloitte LLP. 
The Company confirms that it complied with the provisions of 
the Competition and Markets Authority’s Order for the financial 
year under review.
Auditor effectiveness, independence and objectivity
Ensuring that the external auditor provides a high quality 
audit is a key activity of the Audit Committee as a high quality 
audit provides stakeholders with assurance that the financial 
statements give a true and fair view. The Committee carries 
out its assessment on an ongoing basis by considering its 
interactions with the auditor, its observations of the auditor and 
the relationship between the Audit Committee, the auditor and 
management. 
The Committee encourages a culture of open communication 
and debate and the Committee believes that it is able to 
ask questions on key issues and to challenge when it feels 
more information is needed. The Committee also looks at 
how management responds to requests from the auditor and 
carefully reviews the auditor’s findings and recommendations. 
When the auditor supports management’s approach, the 
Committee considers the evidence supplied by the auditor 
to support its decision to ensure that the auditor is not 
compromised and remains objective. 
The auditor also meets with the Committee without the 
presence of management on a regular basis, usually following 
each meeting. This gives the auditor an opportunity to confirm 
its view that management are addressing any issues raised 
appropriately or to raise any concerns they may have. 
External evidence of the quality of the audit is also vital in 
assisting the Committee in its review of the effectiveness 
of the audit. In December 2019, the FRC’s Audit Quality 
Review team carried out a review of the audit of the financial 
statements for the year ended 31 December 2018, which 
concluded that the audit quality was good with only limited 
improvements required. 
The Internal Audit function, led by the Group Head of Internal 
Audit, consists of appropriately qualified and experienced 
employees with an in-depth understanding of the business 
culture, systems, and processes. The Group Head of Internal 
Audit reports to the Audit Committee and has direct access to, 
and has regular meetings with, the Audit and Committee Chair, 
preparing formal reports for Audit Committee meetings on the 
activities and key findings of the function and progress against 
mitigation plans. The purpose, authority and responsibility of 
Internal Audit are defined in the Internal Audit Charter, which 
the Committee reviews annually.
During the year the Internal Audit function carried out 70 audits 
which included a Group review of anti money laundering, data 
privacy audits in Central Europe, Asia and Australia and sales 
processes audits across South America. The team also carried 
out a number of IT general controls reviews across the Group. 
Key issues noted in the period include the need to better retain 
supporting information for key transactions and to further 
improve control compliance across a number of our smaller 
and newly acquired businesses. 
In addition to undertaking a full programme of audit the 
function also provided a number of advisory engagements 
(where risk and control systems and processes have recently 
been introduced) and participated in investigation activities 
where appropriate.
Internal Audit effectiveness review
The Audit Committee agreed that a review of the effectiveness 
of the Internal Audit function should take place in 2019, which 
was carried out by the Company Secretary.
At present Internal Audit effectiveness is self-assessed as follows: 
–– results of customer feedback from satisfaction surveys sent at 
the end of each audit; 
–– self-evaluation of compliance against the Global Internal 
Audit Methodology; and 
–– the Audit Committee’s regular monitoring process. 
The internal effectiveness review carried out in 2019 consisted 
of a series of face-to-face and telephone interviews, an online 
questionnaire and a review of Internal Audit documents and 
processes including Audit Committee reports, IA methodology, 
the IA charter, the IA strategy, audit reports covering 
operational, compliance and risk based audits and feedback 
from the businesses. Key stakeholders who participated in the 
review included the Head of Internal Audit, Chief Financial 
Officer, Audit Committee Chair, IA team members, external 
auditor team members, regional Finance Directors and 
functional department heads. 
Inchcape Annual Report and Accounts 2019
72

When evaluating the external audit the Committee considers: 
–– Mindset and culture – the ethical and professional principles 
adhered to by the auditor; whether the auditor has any 
personal or commercial interests in the Group; and how 
they have demonstrated high standards of independence, 
integrity and objectivity throughout the year. 
–– Skills, character and knowledge – the auditing skills of the 
audit team; level of knowledge of the automotive distribution 
and retail industry possessed by the audit team; the auditor’s 
understanding of its obligations to users of the financial 
statements; and ability to challenge where appropriate whilst 
maintaining strong relationships
–– Quality control – the processes the auditor has in place to 
identify and address risks to the audit.
The above attributes support the auditor in making reliable and 
objective judgements and the Committee continually seeks to 
assure itself that they are in place. 
The auditors’ report to the Committee sets out the audit plan, 
materiality, scoping, the risk assessment process, significant 
risks, other areas of focus, the purpose of the report and 
responsibility statement. The Committee reviews at each stage 
of the audit to ensure that it is satisfied that the audit plan is 
appropriate, if the auditor is meeting its obligations, and to 
agree any changes to the audit if they arise. 
Deloitte continually monitor their independence and ensure 
that appropriate safeguards are in place including but not 
limited to the rotation of senior partners and staff and the 
involvement of other partners and staff to carry out reviews of 
the work performed and to otherwise advise if necessary.
After considering all of the above elements, the conclusion 
of the Committee is that the auditor carried out their audit 
effectively and that the auditor is independent and objective. 
Non-audit services
Implementing a Non-Audit Services Policy (the "Policy") is also 
key to ensuring the independence of the external auditor. 
The Policy for non-audit services sets out the permitted and 
non-permitted non-audit services as well as the approval levels 
required by the Audit Committee and is designed to ensure 
that the external auditor’s objectivity is not compromised by 
earning a disproportionate level of fees for non-audit services 
or by performing work that, by its nature, may compromise the 
auditor’s independence. However, using advisors who have an 
understanding of the Group’s business can be a benefit and 
the Committee will consider non-audit services supplied on an 
ongoing basis.
The Group’s Policy on non-audit services to be provided by the 
Group’s auditor defines two types of non-audit services that 
may be performed:
–– Statutory and audit related services, which are services 
undertaken as auditor or reporting accountant which 
are outside the scope of the statutory audit but which are 
consistent with the role of statutory auditor; and
–– Permitted non-audit services, which are services that the 
auditor may be permitted to undertake subject to the 
appropriate level of approval.
The aggregate fees incurred for permitted non-audit services 
relative to the audit fee should not exceed 70% of the average 
audit fee over the previous three years, with such cap 
applicable to both Group and UK audit fees. 
The provision of permitted non-audit services will only be 
approved by the Audit Committee if:
–– Engagement of the auditor to provide the services 
does not impair the independence or objectivity of the 
external auditor;
–– The skills and experience of the external auditor make it the 
most suitable supplier of the non-audit service;
–– The auditor does not have a conflict of interest due to a 
relationship with another entity; and
–– The aggregate fees incurred for permitted non-audit services 
relative to the audit fee do not exceed 70% of the average 
audit fee over the previous three years.
Permitted non-audit services above a certain level are 
approved on a case-by-case basis by the Audit Committee. 
In 2019, the fees for permitted non-audit services largely relate 
to dealer benchmarking services provided by Deloitte in 
Australia and the Group remains within the Audit Committee 
approved ratio of audit to non-audit fees.
The following non-audit fees incurred with Deloitte were:
​
2019
£'000 
2018
£'000
Permitted non-audit 
services​
171​
355
The ratio for audit/non-audit work for the year ended 
31 December 2019 is 0.05:1. Full details are shown in note 3d 
of the notes to the financial statements.
Audit Fees paid to the Auditor
Fees paid for services provided by Deloitte (three year average) 
were: 
​
2019
£'000 
2018
£'000
Audit fees 
3,149
2,817
Audit-related fees
121
101
​
Inchcape Annual Report and Accounts 2019
73 
STRATEGIC REPORT
GOVERNANCE
FINANCIAL STATEMENTS

CSR strategy
Employee engagement
Environmental 
Safety 
Allocation of time spent
CSR Committee report
CSR committee report
Dear Shareholder
I am pleased to present the report of the CSR 
Committee for the year ended 31 December 2019.
During the year the Committee considered the progress being 
made on the Group's CSR agenda which, for the last few years, 
has focused on people, health & safety and the environment. 
When looking at CSR in the context of our people, we have 
agreed an ambitious people agenda and are moving forward 
on diversity & inclusion. We have also considered how our 
employee policies and practices support an inclusive culture, 
whether our learning culture supports our people to optimise 
their performance in their role and to realise their potential 
and whether our social culture empowers our people and 
communities to collaborate, share and work together. 
The health & safety agenda has progressed well with the 
appointment of a Group HSE Director and we are on track to 
achieve our goal of achieving zero safety incidents. The Group 
HSE Director visited all of the Group's markets in 2019, carrying 
out 450 health & safety audits globally. The Group now has 
a clear understanding of the health & safety environment 
globally and the HSE Director will present his findings to the 
Board during 2020. The creation of a pan-market Group HSE 
Community of Practice supports the Group's commitment to 
health & safety. This allows the markets to build a consistent 
approach through shared best practice and leveraged scale. 
The primary function of the HSE Community of Practice is to 
develop a single direction for Inchcape’s health & safety 
culture across all our businesses. 
We have also strengthened our CO2 data collection processes 
to ensure that our greenhouse gas emissions data is robust. 
Further details are given in the Directors' Report on page 100. 
We are committed to making continuous improvement in our 
emissions however we are also considering whether, in light of 
our broad regional spread, adopting a more 'science-based' 
target would be appropriate. We are still working closely with 
the Carbon Trust to improve in this area and are focused on 
delivering effective energy management in all our sites. 
In addition to monitoring our energy and emissions we 
have also participated in the CDP (previously the Carbon 
Disclosure Project) for the last two years after receiving 
feedback from investors and customers who are encouraging 
their stakeholders to engage as climate related issues rise 
in importance for everyone. We will continue to participate 
annually and will endeavour to manage our impact on the 
environment effectively. Our score remained the same in 2019, 
however there was an improvement in our climate-related risk 
assessment analysis which will continue to be a focus for 2020.
We also discussed ESG factors which we agreed would be a 
focus for 2020 as this is a growing area of interest for investors. 
We also added articulation on climate change impact to our 
principal risks. See page 43 for further details. 
Committee members and attendance at meetings 
 
Scheduled / attended
Till Vestring 
2/2
Jerry Buhlmann 
2/2
Stefan Bomhard 
2/2
Alison Clarke 
2/2
Coline McConville* 
1/1
Nigel Stein 
2/2
*
*
Coline McConville left on 23 July 2019.
Till Vestring
Chair of the CSR  
Committee
Inchcape Annual Report and Accounts 2019
74

Focus for 2019
Progress made
Priorities for 2020
CSR strategy 
Review of three core pillars
–– People - review of the Group's culture including diversity & inclusion 
statement, global strategy to create continuous learning and growth 
and an overview of the Employee Experience Consultation 
–– H&S - review of the health & safety strategy and functional capabilities 
–– Emissions and sustainability - discussion on target setting and 
participation in CDP​
Designated director / 
workforce engagement 
programme rolled out
A review of ESG issues and 
engagement programme 
Modern Slavery 
Statement ​
Review of progress against previous year and approval  
of 2019 statement​
Review of progress and action 
plans to improve disclosure​
Employee 
Engagement 
Consultation ​
Review of data gathered during consultation process, insights gained 
and strategy to improve engagement ​
Review of progress against 
plans and monitor relevant KPIs ​
Committee 
evaluation​
The Committee carried out an evaluation of its performance. See page 
66 for further details ​
External evaluation in 2020​
2018 Corporate Governance Code
As reported last year, and in accordance with the Code, I have 
assumed the role as the designated director for workforce 
engagement. During 2019, the Committee considered how to 
approach this requirement to ensure that it is productive for 
both the Board and for colleagues. The Committee agreed the 
following processes: 
–– Dedicated ‘director-only’ town hall meetings to listen to the 
views of the workforce – this is the opportunity for colleagues 
to discuss the results of their region’s engagement scores 
without the presence of management. It is an important 
opportunity to ascertain whether the results presented 
to the Board are reflective of the thoughts and attitudes 
of the workforce and to discuss any action plans put in 
place by management and whether these are having the 
desired impact. 
–– Oversight of the ‘people dashboard’ to monitor progress 
against KPIs – the dashboard was introduced during 2019 
and will provide valuable data on metrics which give a clear 
indication on engagement, inclusion and culture.
–– Bi-annual analysis of the Employee Experience Consultation 
– see below for further details. Significant employee-related 
reports to Speak Up! – whistleblowing reports can often 
be an indicator of the culture within an organisation. By 
receiving regular updates and monitoring the outcome of 
any investigations, we can report to the Board on any issues 
of concern.
–– Monitoring management’s action plans to address workforce 
concerns – once action plans are in place it is important to 
measure progress against objectives to ensure that changes 
are being made. The Committee’s oversight will ensure that 
management are held to account. 
Employee Experience Consultation
The consultation was rolled out across the Group during the 
latter half of 2018 and 2019. Over 13,500 colleagues completed 
the survey showing a good level of engagement throughout 
the business especially during a year of change for some 
regions with new acquisitions being incorporated into the 
Group and several disposals in certain markets. 
In addition, the first consultation for the senior leader population 
was completed in 2019. This consultation went into greater 
depth on how well the management teams understand and 
agree with the Ignite strategy and the direction the Group is 
taking. The survey focused on three key areas:
–– Organisation: the business as a whole, what Inchcape 
means to people, how they experience change and the big 
strategic drivers 
–– Leadership: how people experience the way in which the 
business and regions are managed, what they understand 
by ‘leaders’
–– Individual: our people’s responses to their roles, relationships 
with their managers and how they are rewarded and 
developed
The outcomes from the survey were discussed by the 
Committee which considered the strengths and weaknesses 
identified and management’s plans for turning the insights into 
action. The Board receives an update following each meeting. 
The results of the consultation also give an indication of the 
culture within the organisation and the metrics given on page 
33 of the CSR Report give an indication of the level of employee 
satisfaction. The Committee will monitor the employee 
performance metrics at each meeting and will be able to 
develop a clear understanding of the people culture within the 
business. 
While much remains to be done, I am excited by the level of 
engagement and commitment amongst the Group Executive 
Committee and our employees around the world. 
Till Vesting
Chair of the CSR Committee
Inchcape Annual Report and Accounts 2019
75 
STRATEGIC REPORT
GOVERNANCE
FINANCIAL STATEMENTS

Directors’ Report on Remuneration
Jane Kingston
Chair of the  
Remuneration  
Committee
Dear Shareholder
On behalf of the Board, I am pleased to present 
the Directors’ Report on Remuneration (“DRR”) for 
the year ended 31 December 2019, my first year 
as the Chair of the Remuneration Committee of 
Inchcape. 
It has been a busy year for the Committee with important 
management changes to execute in addition to updating the 
remuneration policy and the implementation of 2018 Code 
requirements.
Director changes and business performance 
2019 and the start of 2020 has been a period of change for 
the Group with Gijsbert de Zoeten joining as our new Chief 
Financial Officer (“CFO”) in August 2019 and the recent 
announcement that Stefan Bomhard will be departing as Chief 
Executive Officer (“CEO”).
The global automotive industry is also undergoing a period of 
significant change and against this challenging backdrop we 
are pleased with the Group's financial performance, reliably 
delivering results that are in line with expectations. The Group 
delivered sales of £9.4bn, operating profit before exceptional 
items of £373.1m, EPS of 59.9p (adjusted) and ROCE of 22%. 
Furthermore, we are delighted with the significant strategic 
progress which has been made through the implementation of 
the Ignite strategy, and the focus on our Distribution business. 
Resulting performance outcomes
Inchcape’s performance resulted in 40% of the 2017 
performance share plan (“PSP”) and the 2017 co-investment 
plan (“CIP”) vesting for Stefan Bomhard and a 2019 annual 
bonus payment of 23.7% of salary for Gijsbert de Zoeten. The 
Committee considered the salary increase for Gijsbert de 
Zoeten effective from 1 April 2020 and approved an increase 
of 3% of salary which is in line with the average increase across 
the Group. Stefan Bomhard was not eligible to receive a 2019 
bonus or a 2020 salary increase given his resignation.
The Committee is satisfied that the total remuneration received 
by Executive Directors in 2019 appropriately reflects the 
Company’s performance over the year, is in line with policy 
and is consistent with the approach taken for other employees. 
The Committee is also satisfied that the approach to setting 
remuneration underpins the effective and proper management 
of risk by rewarding fairly for sustainable profit growth and long-
term returns for shareholders. The Committee did not exercise 
any discretion on reward outcomes for 2019.
Proposed revisions to the remuneration policy  
(the "Policy")
The Committee reviewed the Group’s current remuneration 
policy, approved at the 2017 AGM, and its implementation. 
The review covered all aspects of the current arrangements to 
ensure it (i) remains fit-for-purpose, (ii) reinforces the business 
strategy, (iii) enables the motivation, retention and attraction of 
talent, and (iv) aligns executives’ and shareholders’ interests. 
During the review, the Committee also considered recent 
developments in market practice, the applicability of 
alternative long-term incentive arrangements, and the range 
of performance measures available to Inchcape. Our review 
also took into account the latest developments in remuneration 
governance and investor expectations.
Our conclusion from the review is that the current policy is 
broadly working well, and therefore we are not proposing to 
make any significant revisions. However, we are proposing 
to update a few areas to help ensure the Policy, and its 
implementation, continue to accelerate our strategy and follow 
good remuneration and corporate governance practices. The 
proposed changes to the Policy include:
Membership 
​
Number of meetings 
held / attendance 
Ad hoc meetings held /
attendance
Jane Kingston
2/2
2/2
Jerry Buhlmann
2/2
2/2
Nigel Stein 
2/2
2/2
Till Vestring 
2/2
2/2
Coline McConville*
1/1
–
Nigel Northridge* 
1/1
–
*
*
Coline McConville and Nigel Northridge left Inchcape and the Committee on 
23 July and 23 May respectively. 
Proposed remuneration policy
Incentives
Executive remuneration
Other
Allocation of time
Corporate governance report – Remuneration
Inchcape Annual Report and Accounts 2019
76

–– Limiting pension contributions for new Executive Directors to 
10% of salary (the UK employee average).
–– Introducing a post-exit shareholding requirement which will 
apply to PSP and CIP awards granted to Executive Directors 
after 1 January 2020. In reality, this will apply to all awards 
made to the CFO and will apply to all awards made to the 
new CEO once appointed. 
–– Given the significant market uncertainty, it became clear 
to the Committee that the importance of reaching critical 
short-term targets needed to be reinforced. The Committee 
considered market practice and concluded that increasing 
the bonus target opportunity from 40% to 50% of maximum 
achieved this objective, whilst remaining in line with FTSE 
market norms. No change will be made to the maximum 
opportunity which remains at 150% of salary for Executive 
Directors and targets will continue to be set to support 
annual business objectives. Upon approval, this change will 
be applied throughout the Group as appropriate.
–– Expanding the circumstances in which malus and clawback 
provisions could be applied.
–– Inclusion of discretion on the number of shares which vest 
under the PSP to ensure it is a fair reflection of the Group’s 
underlying performance.
The Committee also reviewed whether to retain the CIP 
alongside the PSP. After much consideration the Committee 
concluded that the CIP continues to be highly valued by 
participants and encourages share ownership. The Committee 
strongly believes that the CIP is a critical tool to retain and 
motivate the management team. Therefore, the Committee 
proposes to maintain the CIP. It should be noted that the 
measures and targets between PSP and CIP will continue 
to be consistent, aiding simplicity and ensuring that the 
management team is focused on the same goals, whether 
they participate in the CIP or not. 
The Committee also considered the operation of the Policy, 
in particular the measures and target ranges used for the PSP 
and CIP, and is proposing to make the following changes for 
awards made after January 2020:
–– Incorporating a free cash flow measure
–– Targets to be based on three-year average cash conversion 
and will account for up to 20% of the award (with the 
remaining 80% split equally between EPS and ROCE). The 
Committee concluded that a three-year cash conversion 
target was appropriate as it supports Inchcape’s disciplined 
capital allocation policy. The cash conversion range for 
the 2020 awards is 55% to 70%. In line with the EPS and 
ROCE performance measures, 25% of this element of the 
award will vest for threshold performance with full vesting for 
exceptional performance. 
–– Use of a three-year cumulative EPS range. 
–– The Committee reviewed the existing EPS range and 
concluded that a cumulative EPS range would reward more 
effectively the maximisation of EPS performance for every 
year during the current difficult market climate. The proposed 
EPS range for 2020 awards is 169p to 191p and reflects over 
the next three years our current expectations of our global 
markets and disposals of some of our operations relative 
to 2019. Performance against targets will continue to be 
neutralised for share buybacks.
–– ROCE will continue to be measured as a three-year average.
–– The proposed ROCE range for 2020 awards is 16.5% to 20.5% 
which is the same range used for the 2019 and 2018 awards 
on an IFRS 16 basis. 
The targets for all three measures will be reviewed annually 
ahead of every award cycle taking into account forecasted 
growth, broker forecasts and broader market expectations. 
The Committee also reviewed the pension contributions for 
Executive Directors’ recognising the need to lower pension 
contributions to closer align with that of the UK employee 
average. Following shareholder feedback, the Committee 
agreed with Stefan Bomhard that a reduction to 10% of salary 
over the course of the new Policy period was appropriate. 
Given his recent resignation, the Committee is proposing to 
maintain the glide path as if he were to remain in the role for 
the next three years; therefore, his pension contribution will 
be reduced by 6.7% to 23.3% of salary upon approval of the 
Policy and will be maintained at this level until his departure. 
His successor will have a pension contribution in line with the 
UK employee average of 10% of salary, which is considered the 
appropriate rate for any newly appointed Executive Director. 
Further details on these changes, including rationale, can be 
found in the remuneration policy and in the annual report on 
remuneration.
Shareholder consultation
During the course of the remuneration policy review we 
consulted with 20 of our largest shareholders, representing over 
two-thirds of our issued share capital, as well as proxy advisors. I 
would like to thank all our shareholders who responded for their 
constructive advice and suggestions and support for the Group 
and its management.
In general, shareholders gave us positive feedback that our 
overall remuneration structure is fit for purpose and pay is 
well aligned with performance. They were pleased that no 
increases to the maxima of any schemes had been proposed 
and understood the rationale for increasing target bonus 
opportunity from 40% to 50% of maximum for the wider 
management team.
Whilst acknowledging that the combination of a CIP and PSP 
was less common now, many shareholders were pleased 
to hear that the CIP was very much valued by participants. 
Overall, shareholders were positive about this aspect of our 
structure, as it promotes high levels of share based rewards 
aligning our participants with shareholders’ interests.
Shareholders were also pleased to see the introduction of a 
post-exit shareholding requirement.
Shareholders were also universally pleased to see that the 
pension contribution for newly appointed Executive Directors 
would be fully aligned with the UK average of 10% of salary 
and had been applied to the recent appointment of Gijsbert 
de Zoeten as CFO. We discussed openly with our shareholders 
the challenges of dramatically reducing the fixed pay of Stefan 
Bomhard and listened to the advice from shareholders and 
proxy agencies. Our initial approach was a slower glide path 
but as a result of our shareholder discussions, the Committee 
agreed with Stefan to reduce his pension down to that of the 
UK employee average over the next Policy period.
Inchcape Annual Report and Accounts 2019
77 
STRATEGIC REPORT
GOVERNANCE
FINANCIAL STATEMENTS

Corporate governance report – Remuneration continued
The Committee recognises the vote on the Remuneration 
Report at the 2019 AGM was lower than in previous years and 
has considered the reasons why shareholders voted against 
the Remuneration Report, which included the level of disclosure 
given in the Report. This year, the Committee has reviewed 
all its disclosures in detail to ensure they meet the standards 
required by shareholders. The Committee will continue to keep 
an open dialogue with shareholders to help ensure support for 
remuneration decisions is strong.
UK Corporate Governance Code 
The 2018 UK Corporate Governance Code came into effect 
from 1 January 2019, and the Committee considered this 
in developing the revised Policy, incorporating a post-exit 
shareholding policy and aligning pension contributions of 
newly-appointed Executive Directors to the UK employee 
average. The Committee, as part of its annual agenda, reviews 
wider remuneration and the alignment of reward with culture. 
The Committee also has discretion to adjust the annual 
bonus outcomes and can also adjust the number of shares 
vesting under the PSP to ensure they are reflective of resulting 
outcomes. The Committee also renewed its terms of reference 
to ensure alignment with the revised Code. These can be 
found at www.inchcape.com/governance, and details of the 
Committee’s advisors can be found on page 97.
CEO pay ratio 
The median CEO pay ratio for 2019 was 48:1 which was 
calculated using methodology C in line with the updated 
remuneration reporting regulations. Further details can be 
found on page 95. 
The Annual Report on Remuneration has also been updated to 
reflect other revisions to the reporting requirements, including 
the disclosure of the use of discretion by the Committee, an 
additional scenario in the Performance Scenario charts, and a 
reference in the Single Figure table on the impact of share price 
appreciation on incentive outcomes.
Wider remuneration 
As a new Chair of this Committee I have been encouraged 
to see that there is strong and consistent alignment of 
incentive programmes / targets and outturns throughout 
the management structure (Executive Directors, the Group 
Executive Committee and wider senior management), creating 
strong alignment of purpose throughout the Group.
The Committee already reviews and approves all remuneration 
arrangements for the Group Executive Committee and 
also reviews the pay budgets and benefit structures for the 
wider population, as the necessary context to decisions on 
pay that we approve for Executive Directors and the Group 
Executive Committee.
CFO appointment
Richard Howes left the Group on 31 August 2019. In line with the 
remuneration policy and his leaving status, Richard Howes did 
not receive a bonus for 2019 and all his outstanding PSP and 
CIP awards (i.e. those granted in 2017, 2018 and 2019) lapsed 
in full. Richard also did not receive any exit payments. 
Gijsbert de Zoeten joined on 27 August 2019 with a salary 
of £485,000, a pension contribution of 10% of salary and 
incentives and benefits consistent with the remuneration policy, 
including a relocation allowance. The relocation allowance 
equates to £264,000 on a gross tax basis and has been 
calculated taking into account Gijsbert moving with his family 
from the Netherlands on a permanent basis. In line with the 
Investment Association guidelines, this amount will be payable 
for 12 months only. He did not receive any amounts in lieu of 
awards forfeited at his previous employer. Further details on 
his remuneration package can be found on page 79. We 
were delighted that Gijsbert immediately demonstrated his 
commitment to Inchcape by purchasing 17,500 shares. 
The Committee also agreed that the PSP award made to 
Gijsbert in 2020 would be enhanced to 230% of salary for this 
year only (versus a regular award of 180%), which is in line with 
policy. This is in light of the uncertainty following the resignation 
of the CEO and reflects that no PSP award was granted in 2019. 
2018 and 2019 PSP/CIP awards targets
As highlighted in the 2018 DRR, the Committee reviewed the 
impact of the new accounting standard IFRS 16, which was 
effective from 1 January 2019, on the performance targets for 
the 2019 incentives as well as the targets for the outstanding 
2017 and 2018 long-term incentive awards. The conclusions of 
our review were that the EPS target ranges for 2017, 2018 and 
2019 do not need to be changed nor does the ROCE range for 
the 2017 awards as it is possible to measure target and actual 
performance on a consistent basis.
However, to ensure ROCE targets and actual performance are 
calculated on a consistent basis, the 2018 and 2019 awards 
target ranges (previously 22% for threshold vesting, to 26% for 
full vesting) have been revised to 16.5% (for threshold vesting) 
to 20.5% (for full vesting). This ROCE range will also apply to 
the 2020 PSP and CIP awards. The change in the ROCE range 
is due only to the change in the accounting standard and 
the Committee is satisfied that the revisions do not make the 
range easier or more difficult. Further details can be found on 
page 93.
Looking forward 
The Committee is committed to ensuring the remuneration 
arrangements continue to support the Ignite strategy, align pay 
with strong performance, the interests of executives and senior 
management with those of shareholders and good corporate 
governance.
We hope to have your support at the upcoming AGM.
Jane Kingston 
Chair of the Remuneration Committee
Inchcape Annual Report and Accounts 2019
78

–– 2.0% salary increase in 2019 for CEO; CFO appointed 
on salary of £485,000
–– 30% of salary pension supplement for CEO, 10% 
for CFO
–– Benefits include medical cover, company car 
and life assurance, and relocation allowance for 
the CFO
–– Bonus payout of 23.7% of salary for CFO
–– 40% of the 2017 PSP and CIP vested for the 
CEO. The LTIP figure for the CEO was based on 
the average share price from 1 October to 31 
December 2019 of 654.2p
*
*
These are on an IAS 17 basis to ensure targets and performance are measured consistently and therefore differ from those disclosed elsewhere in the Annual Report which 
are on an IFRS 16 basis.
What Executive Directors earned during 2019 (£’000)
Alignment of performance and remuneration for 2019
INCREASE EARNINGS AND RETURNS
KPI: EPS 57.7p* 
KPI: ROCE 28.2%*
LONG-TERM PERFORMANCE PERIOD
2017 – 2019
REWARD OUTCOME FOR CEO
PSP 40%
CIP 0.8:1 match
DRIVE GROWTH
KPI: Revenue £9.4bn
DELIVER STRATEGY
KPI: Annual objectives linked to the progress of Ignite
REWARD PAYABLE TO CFO FOR 2019 (PRO-RATED FOR SERVICE) 
23.7% of salary 
DRIVE PERFORMANCE 
KPI: Operating profit £373.1m
Annual bonus
To motivate and reward the achievement of the Company’s 
strategic and operational objectives
Long-term incentives
To motivate and reward performance linked to long-term success
Base salary
Benefits
Pensions
Annual bonus
LTIP
Stefan 
Bomhard
Gijsbert de
Zoeten
636
115
17
100
169
£401
£1,639
227
757
18
Remuneration at a glance
DETAILS OF ACTUAL PERFORMANCE ACHIEVED ARE GIVEN ON PAGES 90 TO 92.
FURTHER INFORMATION ON ANNUAL BONUS AND LONG-TERM INCENTIVE PLANS CAN BE FOUND ON PAGES 89 TO 93.
Proposed changes to the 
remuneration policy 
Retain the CIP and the PSP for 
Executive Directors and senior 
managers
–– Introduction of a post-
employment share ownership 
requirement 
–– Pension contributions for new 
Executive Directors will not exceed 
the UK employee average 
(currently 10% of salary) 
–– Bonus target opportunity to 
increase from 40% to 50% of 
maximum 
–– Expansion of circumstances in 
which malus and clawback can 
be applied
Inchcape Annual Report and Accounts 2019
79 
STRATEGIC REPORT
GOVERNANCE
FINANCIAL STATEMENTS

Directors’ remuneration policy
Part 1 — 
This section of the report sets out the policy that the Committee will put to shareholders for approval at 
the 2020 Annual General Meeting to be held on 21 May 2020 and, if approved, will be effective from 
that date. 
The principal changes to the policy are as follows: 
–– 75% of salary, or 50% of maximum, being payable in the annual bonus for target performance instead of 60% of salary  
(40% of maximum)
–– Reduction in the maximum cash supplement in lieu of pension from 30% to 10% of salary for newly-appointed Executive Directors 
–– Inclusion of a post-exit shareholding requirement for two years post-exit, set at the lower of the shareholding on exit and in-post 
shareholding requirement 
–– Inclusion of reputational damage and corporate failure as circumstances in which malus and clawback provisions could be 
applied
–– Inclusion of the Committee’s ability to adjust the number of shares vesting under the PSP to ensure it is a fair reflection of the 
Group underlying performance
Alignment of the remuneration policy
This section outlines how clarity, simplicity, risk, predictability, proportionality and alignment to culture were addressed when 
reviewing the remuneration policy and its implementation. 
–– The Committee believes that the disclosure of the design of remuneration arrangements is transparent with clear rationale 
provided on maintenance and changes to policy. The Committee remains committed to consulting with shareholders on the 
policy and its implementation
–– The Committee believes the performance measures used in the long-term incentive plans, along with those in the bonus, also 
aid simplicity due to the clear alignment to Inchcape’s strategy
–– The Committee has ensured that remuneration arrangements do not encourage and reward excessive risk taking by setting 
targets to be stretching and achievable, with discretion to adjust formulaic bonus and PSP outcomes and expanding the 
circumstances in which malus and clawback can be applied 
–– The link to strategy of the performance measures used and the setting of targets balances predictability and proportionality by 
ensuring outcomes do not award poor performance in the short and long term. The policy is consistent with Inchcape’s culture 
as well as strategy, therefore driving behaviours which promote the long-term success of Inchcape
Remuneration policy for Executive Directors
Element
Objective and link  
to strategy
Operation and performance metrics
Opportunity
Base salary
To pay a competitive 
salary which attracts, 
retains and motivates 
talent to make decisions 
which drive the 
Company’s strategy 
and create value for 
stakeholders.
Salaries are reviewed annually and any increases typically take effect 
from 1 April of each year.
Adjustments to salary will take account of:
–– Increases awarded across the Group as a whole, and conditions 
elsewhere in the Group;
–– Experience and performance of the individual;
–– Pay levels at organisations of a similar size, complexity and type; and
–– Changes in responsibilities or scope of the role.
Increases are not expected 
to exceed the average 
increase for senior 
management, unless 
a change in scope or 
complexity of role applies.
Annual bonus
To motivate and reward 
for the achievement of 
the Company’s strategic 
annual objectives.
Based at least 70% on annual financial performance. Financial 
measures may include (but are not limited to) revenue and profit. Non-
financial measures may include strategic measures directly linked to 
the Company’s priorities.
Any annual bonus earned above 100% of salary is paid in shares which 
are automatically invested in the CIP.
Bonus payouts are subject to malus and clawback provisions.
150% of salary maximum 
payable for achieving stretch 
performance against all 
measures.
75% of salary payable for 
target performance.
15% of salary payable for 
entry level performance.
Performance  
Share Plan 
(PSP)
To provide a meaningful 
reward to senior 
executives linked to the 
long-term success of the 
business.
The use of performance 
shares enables the 
delivery of median 
pay for median 
performance and upper 
quartile pay for upper 
quartile performance.
Vesting of the PSP awards is based on performance measures linked to 
the Group’s strategic priorities and may vary year-on-year.
Vested awards will be subject to an additional two-year holding period.
Any dividends paid would accrue over the vesting period and would 
be paid only on those shares that vest. Dividends can be paid in cash 
or shares. Current practice is for dividends to be paid as shares.
PSP awards are subject to malus and clawback provisions.
Normal PSP opportunities will 
be 180% of salary.
Award levels are subject to 
an individual limit of 300% of 
salary.
Threshold level performance 
will result in 25% vesting of the 
PSP award.
Corporate governance report – Remuneration continued
Inchcape Annual Report and Accounts 2019
80

Remuneration policy for Executive Directors continued
Element
Objective and link to 
strategy
Operation and performance metrics
Opportunity
Co-
Investment 
Plan (CIP)
To encourage executive 
share ownership and 
reinforce long-term 
success.
A voluntary investment 
opportunity in return for 
a performance-based 
match.
Any annual bonus 
earned over 100% of 
salary will be paid in 
shares which will be 
automatically invested 
in the plan. Further 
voluntary investments 
may be made up to the 
investment limit. 
Any bonus earned over 100% of salary will be paid in shares 
which will be automatically invested in the plan. Further voluntary 
investments may be made up to the investment limit.
Invested shares can be withdrawn at any time but the entitlement 
to a match would be lost if the invested shares are withdrawn 
before the end of the relevant three-year vesting period.
Vesting of the CIP awards is based on performance measures 
linked to the Group’s strategic priorities and may vary year-on-year.
For awards granted to the Executive Directors, vested awards will be 
subject to an additional two-year holding period.
Any dividends paid would accrue over the vesting period and 
would be paid only on those shares that vest. Dividends can be 
paid in cash or shares. Current practice is for dividends to be paid 
as shares.
CIP awards granted are subject to malus and clawback provisions. 
Executive Directors may invest 
up to an overall maximum of 
50% of salary. Maximum match 
of 2:1, threshold of 0.5:1.
Maximum matching award is 
therefore 100% of salary in any 
year, and threshold matching 
award is 25% of salary.
Save As You 
Earn (SAYE)
To encourage share 
ownership.
UK employees are able to make monthly savings, over a three-
year period. At the end of the savings period, the funds are 
used to purchase shares under option. As this is an all-employee 
scheme and Executive Directors participate on the same terms 
as other employees, the acquisition of shares is not subject to the 
satisfaction of a performance target.
Participation limits are those set 
by the UK tax authorities from 
time to time.
Pension
To provide market 
competitive pension 
benefits where it is 
cost-effective and tax-
efficient to do so.
Receive a salary supplement in lieu of pension contributions.
In addition and in line with other UK-based employees, Executive 
Directors are also entitled to participate in the Group’s pension 
scheme, Cash+, which is a cash balance retirement scheme which 
accrues 16% of earnings (capped at £250,000 p.a.) paid as a lump 
sum at the age of 65. In this scheme, members are required to 
contribute 7% of pensionable salary.
Newly-hired Executive 
Directors are entitled to a cash 
supplement of up to 10% of 
salary.
Executive Directors who were 
appointed prior to 2019 
are entitled to a pension 
contribution of up to 30% of 
salary.
Other benefits
To provide market 
competitive benefits 
where it is cost-effective 
and tax-efficient to do 
so.
Benefits currently include (but are not limited to):
–– Company cars;
–– Medical care; and
–– Life assurance premiums. 
It is not anticipated that the 
costs of benefits provided will 
materially exceed 5% of salary 
for existing Executive Directors.
The Committee retains the 
discretion to approve a 
higher cost in exceptional 
circumstances (e.g. relocation).
In-post 
shareholding 
guidelines
To encourage share 
ownership and 
alignment of executive 
interest with those of 
shareholders.
Executive Directors are required to accumulate, over a maximum 
period of five years from date of appointment, a number of shares 
equivalent to a shareholding worth 200% of base salary.
n/a 
Post-exit 
shareholding 
guidelines
To reinforce long-term 
alignment of executive 
interests with those of 
shareholders post-
termination.
A departing Executive Director is required to maintain a 
shareholding for two years post-termination, set at the lower of the 
actual shareholding on exit and the in-post shareholding guideline.
Enforcement of this guideline will be facilitated through a holding 
requirement applied to share-based incentive awards granted to 
Executive Directors from 2020 onwards.
The application of this requirement will be at the Committee’s 
discretion (which will be applied only in exceptional 
circumstances).
n/a 
Notes to the policy 
Payments from existing awards
Executive Directors are eligible to receive payment from any 
award made prior to the approval and implementation of 
the remuneration policy detailed in this report. Such awards 
include vested but unexercised options.
Selection of performance measures and target setting
As part of the remuneration policy review, the Committee 
reviewed the appropriateness of performance measures used 
by the Group and determined the following:
–– The annual bonus measures have been selected to 
incentivise sustainable growth in profits. The matrix structure 
continues to provide a balanced focus between commercial 
and cash initiatives. A mix of strategic measures will continue 
to be selected each year to reinforce the Group’s strategic 
objectives.
–– The Committee believes that EPS and ROCE continue to be 
suitable measures of long-term performance for the Group. 
EPS is consistent with the Group’s long-term strategy focusing 
on sustainable growth while ROCE supports the Group’s 
cash initiatives of controlling working capital and capital 
Inchcape Annual Report and Accounts 2019
81 
STRATEGIC REPORT
GOVERNANCE
FINANCIAL STATEMENTS

Corporate governance report – Remuneration continued
expenditure. When ROCE is used in combination with EPS, 
it ensures there is a balance between growth and returns. 
The new cash conversion measure reflects the criticality of 
cash generation for Inchcape, which is required to support its 
continued evolution.
–– Performance targets are set to be stretching and achievable, 
taking into account the Company’s strategic priorities and 
the economic environment in which the Company operates.
–– The Committee has considered the use of other performance 
measures to reinforce the Company’s long-term objectives, 
including relative TSR. However, given the diversity of the 
Group’s operations, it would be difficult to set a relevant 
and robust comparator group for assessing relative 
TSR performance and there would be some difficulty in 
cascading appropriately down the organisation.
–– Targets are set taking into account a range of reference 
points including the Ignite strategy and broker forecasts for 
the Group. The Committee believes that the performance 
targets set are appropriately stretching, set to reward for 
outperformance of the market and that the maximum will 
only be achievable for truly outstanding performance. Please 
see pages 91 to 93 for further details on the target ranges.
–– The Committee retains discretion to adjust the annual bonus 
outcome up or down to ensure that it is a fair reflection of the 
Group’s underlying performance. The Committee also has 
the ability to adjust the number of shares vesting under the 
PSP to ensure it is a fair reflection of underlying performance 
during the performance period.
–– The Committee also has the discretion to adjust the 
performance conditions for long-term incentive plans in 
exceptional circumstances, provided the new conditions are 
no tougher or easier than the original conditions.
–– Any discretion exercised by the Committee in the adjustment 
of performance conditions will be fully explained to 
shareholders in the relevant Annual Report on Remuneration. 
If the discretion is material and upwards, the Committee will 
consult with major shareholders in advance. 
Malus and clawback
These provisions allow the Committee in certain circumstances 
(such as gross misconduct or a material misstatement of the 
Group financial statements, reputational damage or corporate 
failure) the discretion to:
–– reduce bonus, PSP and/or CIP;
–– cancel entitlement of bonus;
–– prevent vesting of the PSP and/or CIP; or
–– allow the Company within two years of payment/vesting of 
award to claim back up to 100% of the award.
Participants are informed about the malus and clawback 
conditions on their bonus at the start of each year and are 
required to confirm acceptance of malus and clawback 
provisions on their PSP and CIP awards upon grant.
Composition of remuneration arrangements
A significant proportion of Executive Directors’ pay is variable, long term and remains ‘at risk’ 
(i.e. subject to malus and clawback provisions).
Charts are based on maximum payout scenarios for Executive Directors.
Remuneration policy for other employees
Our approach to salary reviews is consistent across the 
Group with consideration given to the level of responsibility, 
experience, individual performance, salary levels in 
comparable companies (using remuneration surveys, where 
appropriate) and the Company’s ability to pay.
Senior employees participate in an annual bonus scheme 
which has similar performance targets to those of the Executive 
Directors. Below this level, local incentive schemes are in 
place for management and non-management employees. 
Opportunities and performance conditions vary by country 
and organisational level, with business unit-specific metrics 
incorporated where appropriate. Commission-based 
arrangements are also operated for certain roles.
Fixed: base salary, beneﬁts and pension
Variable: annual bonus, PSP and CIP
Fixed vs. variable (%)
22%
78%
Short-term: ﬁxed plus annual bonus paid as cash
Long-term: PSP, CIP and annual bonus deferred into CIP
Short-term vs. long-term (%)
39%
61%
Inchcape Annual Report and Accounts 2019
82

Remuneration policy for Non-Executive Directors
Objective and link to strategy
Operation and performance metrics
Opportunity
To provide fair remuneration, 
reflecting the time commitment 
and responsibilities of the role.
Non-Executive Directors receive a fixed fee and do not 
participate in any incentive schemes or receive any other 
benefits, except the Chairman who receives medical cover.
Fee levels are reviewed regularly, with any adjustments 
effective immediately after the review is approved.
Additional fees are payable for acting as Senior Independent 
Director and as Chair of any of the Board’s Committees 
(excluding the Nomination Committee).
The Chairman’s fee is determined by the Remuneration 
Committee and the fees for other Non-Executive Directors are 
determined by the Executive Directors.
Non-Executive Directors may elect to receive up to 20% of their 
net fees p.a. as Company shares.
Appropriate adjustments may 
be made to fee levels, taking 
account of:
–– increases awarded across 
the Group as a whole and 
conditions elsewhere in 
the Group;
–– fee levels within organisations 
of a similar size, complexity 
and type; and 
–– changes in complexity, 
responsibility or time 
commitment required for 
the role.
Fees paid to Non-Executive Directors are within the limits approved by shareholders. This limit, currently at an aggregate 
of £1,000,000, was last approved by shareholders at the 2015 AGM.
Non-Executive Directors’ term of appointment
The Non-Executive Directors are appointed for an initial three-year term which can be terminated by either party on one month’s 
notice (six months for the Chairman).
Name 
Date of appointment 
Notice period 
Jerry Buhlmann 
01 March 2017
One month
Rachel Empey
26 May 2016
One month
Jane Kingston 
25 July 2018
One month
John Langston 
01 August 2013
One month
Nigel Stein 
08 October 2015
Six months
Till Vestring
01 September 2011
One month
Consideration of conditions elsewhere in the group
The Committee reviews and approves all remuneration 
arrangements for the Group Executive Committee and the 
Company Secretary. The Committee also reviews the pay 
budgets and benefit structures across the general population 
which are considered when determining remuneration for 
Executive Directors and the Group Executive Committee.
The Company has a diverse international spread of businesses 
as well as a wide variety of roles from petrol pump attendants 
and valeters through to Chief Executives of our individual 
businesses and therefore pay levels and structures vary to 
reflect local market conditions. Although the Company has 
not carried out a formal employee consultation regarding 
executive remuneration, it does comply with local regulations 
and practices regarding employee consultation more broadly. 
This includes the Employee Experience Consultation conducted 
in all markets in 2019, more detail of which is provided in the 
CSR Report on page 33. 
The remuneration policy is published in the Annual Report and 
Accounts and is available to all employees for their review. 
The Remuneration Committee is available to answer any 
questions employees may have about the policy or to provide 
clarification on any remuneration matters. Elements of the 
policy are cascaded down the organisation such as bonus 
and long-term incentive plans. The new policy also aligns the 
pension contribution for newly appointed Executive Directors 
with the UK employee average which is currently 10% of salary.
Consideration of shareholder views
When determining remuneration, the Committee takes into 
account the guidelines of representative investor bodies and 
proxy advisors and shareholder views.
The Committee is always open to feedback from shareholders 
on remuneration policy and arrangements. We are committed 
to undertaking shareholder consultation in advance of any 
proposed changes to remuneration policy, as evidenced by 
our recent consultation with shareholders representing 70% 
of the Company’s issued share capital. The Committee will 
continue to monitor trends and developments in corporate 
governance and market practice to ensure the structure of 
executive remuneration remains appropriate. Further details on 
the consultation undertaken as part of the remuneration policy 
review can be found on page 77.
Senior managers also receive PSP awards while participation 
in the CIP is limited to Executive Directors, Group Executive 
Committee members and the next level of executives (c. 20 
individuals). Performance conditions are consistent for all 
participants while award sizes vary by organisational level. In-
post share ownership guidelines apply to Executive Directors.
All UK employees are eligible to participate in the SAYE scheme 
on the same terms.
Pension and benefits arrangements are tailored to local 
market conditions, and so various arrangements are in place 
for different populations within the Group. The Group has 
calculated the average equivalent pension contribution across 
UK employees to be 10% of salary.
Inchcape Annual Report and Accounts 2019
83 
STRATEGIC REPORT
GOVERNANCE
FINANCIAL STATEMENTS

Corporate governance report – Remuneration continued
Performance scenarios
The charts below show the remuneration that Executive Directors could expect to obtain based on varying performance scenarios. 
These illustrations are intended to provide further information to shareholders regarding the pay-for-performance relationship. 
However, actual pay delivered will be influenced by actual changes in share price and the vesting periods of awards. The chart 
for the CFO has been updated for his 2020 salary. The chart for the CEO uses Stefan Bomhard's current salary combined with the 
proposed changes in the policy even though he will not be eligible for a bonus or PSP/CIP award in 2020 given his resignation. 
The scenario ‘Maximum with share price growth’ is based on the same assumptions as used in the ‘Maximum’ scenario but also 
assuming the share price increases by 50%.
£2,060
£4,230
50%
26%
28%
46%
£957
60%
22%
100%
23%
18%
Minimum
On-target
Maximum
Maximum
with share
price growth
£5,295
27%
Fixed remuneration
Annual bonus
Long-term incentives (PSP and CIP)
£1,282
52%
28%
27%
29%
44%
£558
62%
100%
20%
16%
22%
£3,405
£2,706
Minimum
On-target
Maximum
Maximum
with share
price growth
Stefan Bomhard – Group Chief Executive
Total remuneration (£’000s)
Gijsbert de Zoeten – Chief Financial Officer
Total remuneration (£’000s) 
Notes on the performance scenarios:
Element
Assumptions
Fixed 
remuneration 
–– Total remuneration comprises base salary, benefits and pensions
–– Base salary – effective from 1 April 2020
–– Benefits – as provided in the single figure table on page 88, excluding one-off relocation allowance for CFO
–– Pension – cash in lieu of pension (23.3% of salary for CEO and 10% of salary for CFO) 
​
​
Minimum
On-target
Maximum
Maximum with share  
price growth
Variable pay
Annual bonus No payout
Target payout (50% of 
maximum)
Maximum payout
​
CIP
No vesting
Assumes full voluntary 
investment
​
​
​
Threshold match of 0.5:1
Maximum vesting
Maximum vesting + 50% share 
price growth
PSP
No vesting
Threshold vesting (25% of 
maximum)
Maximum vesting
Maximum vesting + 50% share 
price growth
Inchcape Annual Report and Accounts 2019
84

Approach to recruitment remuneration
External appointments
When appointing a new Executive Director, the Committee may make use of any of the existing components of remuneration, 
as follows:
Component
Approach
Maximum annual grant value
Base salary
The base salaries of new appointees will be determined by 
reference to the scope of the role, experience of the individual, 
pay levels at organisations of a similar size, complexity and type, 
pay and conditions elsewhere in the Group, implications for total 
remuneration, internal relativities and the candidate’s current base 
salary.
n/a
​
Pension
New appointees will be eligible to participate in the Group’s pension 
plan and receive a cash supplement on similar terms to Executive 
Directors appointed after 2019.
n/a
​
Benefits
New appointees will be eligible to receive normal benefits available 
to senior management, including (but not limited to) company cars, 
medical care, life assurance and relocation allowance.
n/a
​
Annual bonus
The annual bonus described in the policy table will apply to new 
appointees with the relevant maximum being pro-rated to reflect the 
proportion of employment over the year.
150% of salary
​
PSP
New appointees will be granted awards on the same terms as other 
Executive Directors as described in the policy table.
300% of salary
The combined 
maximum is not 
intended to exceed 
400% of salary
CIP
New appointees will be granted awards on the same terms as other 
Executive Directors as described in the policy table. 
100% of salary
Other
The Committee will consider on a case-by-case basis if all or some 
of the incentives forfeited on leaving a previous employer will be 
‘bought-out’.
If the Committee decides to buy-out forfeited awards, the award 
will be structured on a comparable basis, taking into account any 
performance conditions attached, time to vesting and share price 
at the time of buy-out.
The Committee retains the discretion to make use of the relevant 
Listing Rule to facilitate such a buy-out.
n/a
​
Notes to recruitment remuneration policy
In determining the appropriate remuneration for a new Executive Director, the Committee will take into consideration all relevant 
factors to ensure that arrangements are in the best interests of the Group and its shareholders.
Internal appointments
In cases of internal promotions to the Board, the Committee will determine remuneration in line with the policy for external 
appointees as detailed above. Where an individual has contractual commitments made prior to their promotion to Executive 
Director level, the Company will continue to honour these arrangements. Incentive opportunities for employees below Board level 
are typically no higher than for Executive Directors.
Non-Executive Directors
In recruiting a new Non-Executive Director, the Committee will use the policy as set out in the table on page 83. A base fee in 
line with the prevailing fee schedule would be payable for Board membership, with additional fees payable for acting as Senior 
Independent Director or as Chair of the Audit, Remuneration and CSR Committees as appropriate. 
Inchcape Annual Report and Accounts 2019
85 
STRATEGIC REPORT
GOVERNANCE
FINANCIAL STATEMENTS

Corporate governance report – Remuneration continued
Exit payment policy, service contracts and change of control
The Company’s policy is to limit severance payments on termination to pre-established contractual arrangements.
In addition, the Company retains discretion to settle any other amount reasonably due to the Executive Director, for example, 
to meet legal fees incurred by the Executive Director in connection with the termination of employment, where the Company 
wishes to enter into a settlement agreement and the individual must seek independent legal advice.
In the event that the employment of an Executive Director is terminated, any compensation payable will be determined in 
accordance with the terms of the service contract between the Company and the employee as well as the rules of any incentive 
plans. When considering exit payments, the Committee reviews all potential incentive outcomes to ensure they are fair to both 
shareholders and participants.
The table below summarises how the awards under the annual bonus, PSP and CIP are typically treated in specific circumstances, 
with the final treatment remaining subject to the rules of the relevant plans (subject to any Committee discretion):
Component
Circumstance
Treatment
Payment/vesting date  
(if relevant)
Annual bonus
Resignation.
Bonus will lapse unless the date of leaving is after 
the year end and the individual is not serving their 
notice period. The bonus will only be paid to the 
extent the targets set at the beginning of the year 
have been achieved.
Either the end of the 
performance period or at the 
Committee’s discretion.
​
Death, ill-health, 
redundancy, retirement 
or any other reason which 
the Committee may, in its 
absolute discretion, permit.
The bonus will only be paid to the extent the 
targets set at the beginning of the year have 
been achieved.
Any bonus payment will be pro-rated for time 
served during the year.
Either the end of the 
performance period or at the 
Committee’s discretion.
​
Change of control.
The bonus will only be paid to the extent the 
targets set at the beginning of the year have 
been achieved.
Any bonus payment will be pro-rated for time 
served during the year.
Either the end of the 
performance period or at the 
Committee’s discretion.
PSP and CIP
Resignation.
Unvested awards will lapse on date of leaving. 
Any vested awards can be exercised.
At the normal release date 
(save where the Committee 
has discretion to determine 
otherwise or the rules provide 
otherwise).​
​
Death, ill-health, 
redundancy, retirement 
(CIP only) or any other 
reason which the 
Committee may, in its 
absolute discretion, permit.
Any unvested awards will be pro-rated for time 
and performance.
​
Change of control.
Any unvested awards will be pro-rated for time 
and performance.
At the time of change of 
control.​
Service contracts
The Company’s policy is for Executive Directors’ service contract notice periods to be no longer than 12 months, 
except in exceptional circumstances. All current contracts contain notice periods of 12 months.
Name
Date of contract
Notice period
Unexpired term
Stefan Bomhard
1 April 2015
12 months
To retirement
Gijsbert de Zoeten
27 August 2019
12 months
To retirement
The Company may terminate an Executive Director’s contract by paying a sum equal to base salary and, in certain circumstances, 
benefits including pension and life assurance, company car and entitlement to holiday pay for the 12-month period. Executive 
Directors’ service contracts are available to view at the Company’s registered office. 
Inchcape Annual Report and Accounts 2019
86

Annual report on remuneration
Part 2 — 
The following section provides details of how the Company’s remuneration policy 
was implemented during the financial year to 31 December 2019 and how it will be 
implemented in the financial year to 31 December 2020 (dependent on shareholder 
approval of the new remuneration policy).
The Remuneration Committee consists of three independent Non-Executive Directors and the Chairman, who was independent 
on appointment. The Committee invites other individuals such as the Group Chief Executive, Chief Human Resources Officer and 
external consultants to attend its meetings. No Director takes any part in any decision affecting his or her own remuneration.
The Committee reviews its terms of reference on an annual basis. The terms can be found at www.inchcape.com.
The main focus of the Committee during 2019 has been the remuneration policy review and its implementation in 2020. The table 
below details the decisions the Committee made in 2019 in addition to the policy review and its focus for 2020.
Focus area
​
Progress made in 2019
​
Priorities for 2020​
Bonus scheme​
​
The Committee reviewed the outcome of the 2018 
bonus scheme and set targets for the 2019 bonus 
scheme. Details are given on pages 89 to 90
​
The Committee will review the bonus measures 
and targets applicable for the 2020 bonus within 
the framework of the remuneration policy. The 
Committee will also review the outcomes of the 
2019 annual bonus
Long-term 
incentives ​
​
The Committee reviewed the outcome of the 2016 
PSP and CIP awards and agreed the grants for 2019. 
Details are on pages 91 to 92
​
The Committee will review the 2017 PSP and CIP 
outcomes and agree the grants for 2020 within 
the framework of the remuneration policy 
Executive Directors’ 
remuneration ​
​
The Committee approved the overall 2019 
remuneration for the Executive Directors. Further details 
are given on page 88
​
The Committee will set targets for performance-
related remuneration and consider appropriate 
salary levels and other benefits 
Group Executive 
Committee 
remuneration ​
​
The Committee reviewed the remuneration for senior 
executives taking into account pay for employees 
across the Group
​
The Committee will set targets for performance-
related remuneration and consider salary levels 
and other benefits
Wider  
remuneration
​
The Committee reviewed the wider remuneration in 
context of executive remuneration
​
The Committee will review the wider 
remuneration in context of executive 
remuneration
Chairman’s fee
​
The Committee reviewed the Chairman’s fee  
in November and increased the fee by 2% effective 
from 27 November 2019
​
The Chairman’s fee will be reviewed every two 
years
New CFO package
​
The Committee determined the appropriate package 
for the new CFO taking into account the experience of 
the CFO, prior arrangements and market practice
​
The Committee will continue to review the 
package of the CFO to ensure it remains 
appropriate and competitive 
Impact of IFRS 16
​
The Committee reviewed the impact of IFRS 16 
on existing target ranges for EPS and ROCE for 
outstanding awards including the 2019 PSP and CIP 
awards and proposed changes to the ROCE targets
​
To continue to review the target ranges to ensure 
that ranges are not more challenging or easier 
than intended
Share plans 
​
The Committee reviewed the share plan rules to 
ensure they comply with best practice, regulation and 
governance practices
​
The Committee will continue to review the share 
plan rules to ensure they comply with best 
practice, regulation and governance practices
Remuneration 
trends update
​
The external advisors updated the Committee on 
governance and remuneration trends
The Committee reviewed and approved the 
disclosures for the CEO pay ratio, pay scenarios and 
impact of share price appreciation
​
The Committee will continue to review and 
approve the disclosures for the CEO pay ratio, 
pay scenarios and impact of share price 
appreciation
Gender pay gap 
report
​
The Committee reviewed the gender pay gap results 
and the initiatives being introduced to close the gap. 
The report can be found on www.inchcape.co.uk 
​
The Committee will review the impact of the 
initiatives and the results of the 2020 gender pay 
analysis
Committee 
evaluation
​
The Committee evaluated its performance during the 
year. See page 66 for further details 
​
External evaluation in 2020​
Inchcape Annual Report and Accounts 2019
87 
STRATEGIC REPORT
GOVERNANCE
FINANCIAL STATEMENTS

Corporate governance report – Remuneration continued
Single total figure of remuneration (audited)
The table below sets out the total remuneration received by the Directors for the year ended 31 December 2019:
​
Base  
salary/fees 
£’000
Taxable  
benefits (a) 
£’000
Single-year  
variable (b) 
£’000
Multiple-year 
variable (c) 
£’000
Pension (d) 
£’000
Other (e) 
£’000
Total 
£’000
Name
2019
2018
2019
2018
2019
2018
2019
2018
2019
2018
2019 2018
2019
2018
Current Executive Directors 
​
​
​
​
​
​
​
​
​
​
​
​
​
​
Stefan Bomhard
757​
739
18​
16
0​
430
636​ 1,019​
227​
222
0​
4
1,639
2,430​
Gijsbert de Zoeten*
169​
–
100​
–
115
–
--​
–
17​
–
0​
–
401
-- ​
Current Non-Executive Directors (f)
​
​
​
​
​
​
​
​
​
​
​
​
​
Nigel Stein
321​
217
1​
1
–
–
–
–
–
–
–
–
322
218
Jerry Buhlmann
73​
60
–
–
–
–
–
–
–
–
–
–
73​
60
Rachel Empey
60​
60
–
–
–
–
–
–
–
–
–
–
60
60
Jane Kingston
67​
26
–
–
–
–
–
–
–
–
–
–
67​
26
John Langston 
77
75
–
–
–
–
–
–
–
–
–
–
77
75
Till Vestring 
74
70
–
–
–
–
–
–
–
–
–
–
74
70
Former Executive Directors
​
​
​
​
​
​
​
​
​
​
​
​
​
​
Richard Howes*
287​
423
2​
3​
0​
284
0​
686​
86​
127
0​
31
375​ 1,554​
Previous Non-Executive Directors
​
​
​
​
​
​
​
​
​
​
​
​
​
Ken Hanna
–
128
–
1
–
–
–
–
–
–
–
–
–
129
Coline McConville*
45​
75
–
–
–
–
–
–
–
–
–
–
45​
75
Nigel Northridge* 
32​
81
–
–
–
–
–
–
–
–
–
–
32​
81
Total
1,962​ 1,954
121​
21
115
714
636 1,705​
330​
349
0​
35
3,164
4,778​
*
*
Gijsbert de Zoeten joined the Group during the year, Richard Howes, Coline McConville and Nigel Northridge left during the year. 
a.	 Taxable benefits comprise car allowance, medical cover and mileage allowance. Gijsbert de Zoeten received a relocation allowance of £92,000 during 2019.
b.	 Payment for performance during the year under the annual bonus, including amounts paid in shares. Stefan Bomhard and Richard Howes did not receive a 2019 bonus due 
to being under notice at the payment date or departing during 2019. 
c.	 The 2019 figure for the CEO includes the 2017 PSP and CIP which will vest in May and June 2020 based on performance over the three-year period ended 31 December 2019. 
These awards will be subject to an additional two-year holding period and therefore will be released in 2022. The figures have been valued using the average share price 
from 1 October 2019 to 31 December 2019 of 654.2p. Actual performance against targets is given on page 92. For Stefan Bomhard the 2019 value includes a movement of 
-£152,656 which was due to a reduction in share price over the period. No further discretionary adjustments were made. The 2018 figure for Stefan Bomhard and Richard 
Howes has been revised from last year’s report to reflect the share price on the date of vesting (valued using the market price at the date of vesting of 610p and 636p for 
the 2016 PSP and CIP awards respectively) and includes dividend equivalent of £74,773 and £50,004 respectively. For Stefan Bomhard and Richard Howes, the 2018 value 
includes a movement of -£126,077 and -£88,575 respectively. Full details of the awards exercised in 2019 are given on page 94.
d.	 During the year Stefan Bomhard and Richard Howes received a cash supplement of 30% of base salary in lieu of pension contributions, while Gijsbert de Zoeten received a 
contribution of 10% of base salary from the date of his appointment. 
e.	 The 2018 figures for Stefan Bomhard and Richard Howes include the value of the 2018 SAYE awards and are based on the embedded value at date of grant. In 2018, 
Richard Howes received a one-off payment of £28,288 in lieu of a cancelled holiday.
f.	 The fees of the Chairman, Non-Executive Directors and the Senior Independent Director are given on page 88.
Base salary
Salaries are reviewed annually and typically take effect from 1 April each year. The quantum of total executive remuneration 
was reviewed against four comparator groups: retailers, distributors, companies of a similar market cap, and companies with 
similar revenues.
The salary for Gijsbert de Zoeten was determined taking into account this benchmarking data, as well as the other factors detailed 
in the policy table. Stefan Bomhard was not eligible to receive a salary increase for 2020.
The salaries for 2018, 2019 and 2020 are set out below, together with the average increases across the Group.
Name
1 April 2018
1 April 2019
1 April 2020
Stefan Bomhard
£746,200 
£761,124 – 2.0% increase
£761,124 
Gijsbert de Zoeten 
–
£485,000
£499,550 –3% increase
Average increase across Group
2.5%
2.43%
3.18%
Chairman’s and Non-Executive Directors’ fees
In November 2019, the Remuneration Committee agreed an increase of 2% p.a. for the Chairman's fee. The fee is currently  
£326,000 p.a. 
The Senior Independent Director receives a fee of £81,000 p.a. The Non-Executive Directors receive a fee of £62,000 p.a. with an 
additional £15,000 p.a. for the chair of the Audit and Remuneration Committees and an additional £12,000 p.a. for the chair of the 
CSR Committee.
Inchcape Annual Report and Accounts 2019
88

Annual bonus
The annual bonus is based on annual financial measures and 
strategic objectives. The measures are selected to incentivise 
sustainable growth and the financial matrix is designed to 
provide a balanced focus between commercial and cash 
initiatives. The strategic objectives are selected each year 
to reinforce the Group’s strategic priorities and may include 
personal objectives linked to the delivery of the Ignite strategy.
The principles for setting the framework are such that it:
–– Drives the desired behaviours underpinned by our 
performance drivers
–– May be easily cascaded through the organisation to 
reinforce alignment of our collective goals
–– Has clear measures and targets
2019 bonus
For 2019, 80% of the bonus was based on financial 
performance via a matrix of revenue and operating profit with 
the remaining 20% of the bonus based on strategic objectives, 
therefore linking an individual’s bonus outcome to their 
contribution to the Ignite strategy.
The maximum opportunity was 150% of salary which is payable 
for achieving stretch performance against all measures. 
In line with the Committee’s commitment to disclose bonus 
targets, the table on page 90 illustrates targets, performance 
and resulting 2019 bonus outcomes for the Executive Directors.
The structure of the 2019 bonus
Up to 80% of total bonus or 120% of salary is earned according to the following matrix of financial measures  
(%s are of salary):
Stretch
Target
Threshold
72%
36%
12%
Threshold
96%
48%
16%
Target
120%
72%
24%
Stretch
Operating profit
Up to 20% of the total bonus, or 30% of salary, is earned for the achievement of strategic objectives linked to the Ignite strategy 
which for Gijsbert de Zoeten is given in the table on page 90.
Revenue
Inchcape Annual Report and Accounts 2019
89 
STRATEGIC REPORT
GOVERNANCE
FINANCIAL STATEMENTS

Actual performance against bonus targets
Achievement of financial targets (80% of total bonus or 120% of salary)
In 2019, revenue performance was between target and stretch and operating profit was between threshold and target on the 
matrix. This resulted in a bonus of 16.2% of salary for the CFO (as pro-rated for time in role) under this element of the bonus. Stefan 
Bomhard did not receive a bonus payment for 2019. The table below provides further detail on the revenue and operating profit 
targets. Actual performance for determining bonus outcomes has been calculated using the same currency rates as used to set 
the bonus targets, and both targets and performance have been determined on an IFRS 16 basis. This approach helps ensure that 
the bonus is linked to underlying financial performance.
Measure
Targets
Actual performance
Outcome for element of bonus 
% of salary
Threshold
Target
Stretch
Revenue
£8,895.9m
£9,364.1m
£9,832.3m
£9,391.0m
48.5%
Operating profit
£333.4m
£370.4m
£407.4m
£369.2m
Adjustments made during the year
The revenue and operating profit targets for 2019 were adjusted to take into account strategic disposals during the year, to ensure 
target and performance outcomes were assessed on a like-for-like basis. 
Achievement of strategic targets (20% of total bonus, or 30% of salary) 
Below we provide as much detail as commercially appropriate on the objectives linked to the strategic part of the 2019 bonus and 
the resulting outcomes. For 2019, Gijsbert de Zoeten had three bonus objectives linked to the Ignite strategy. 
Corporate governance report – Remuneration continued
Executive Director
Objective 
Weighting (%)
Further details on objectives 
Weighted 
outcomes (%)
Gijsbert de Zoeten 
Overhead 
reduction 
10%
To support the continued leveraging of our global scale, 
this objective focused on the delivery of a meaningful run 
rate reduction of overheads and securing procurement 
savings across the Group. Overheads were reduced to 
c.£7m below plan and procurement savings exceeded 
the plan by c.7%. The Committee concluded that the 
requirement under this objective had been exceeded and 
as a result, this element paid out in full at 5% of salary (pro-
rated for time in role).
10% 
(equivalent to 
5% of salary 
taking into 
account  
pro-rating for 
time in role)​
​
Capital 
allocation 
policy​
5%
On joining, Gijsbert was tasked with reviewing the Group’s 
capital allocation policy in all its elements. This comprised 
a review of our cash utilisation priorities which included a 
review of policies governing the following areas: 1) excess 
cash post capex working capital, 2) dividends, 3) value 
accretive M&A opportunities and 4) remaining excess FCF 
distributed through buybacks. Gijsbert’s updated policy 
was agreed by the Board and the Committee concluded 
that the requirement under this objective had been 
exceeded. As a result, this element paid out in full at 2.5% of 
salary (pro-rated for time in role).​
5% 
(equivalent to 
2.5% of salary 
taking into 
account  
pro-rating for 
time in role​)
​
Optimise free 
cash flow 
position 
5%
This objective was centred around the delivery of a free 
cash flow position exceeding the level targeted in the 
Annual Operating Plan. However, the level targeted 
was not achieved and such the Committee concluded 
that there would be no bonus payable in relation to this 
objective.​
0​
As Stefan Bomhard did not receive a bonus for 2019 due to being under notice at time of payment, details on his strategic 
objectives have not been disclosed.
Overall 2019 bonus outcome
Taking together the outcomes against the financial and strategic components of the bonus, the Committee approved the overall 
2019 bonus for Gijsbert de Zoeten as follows: 
​
Payment for financial targets 
(% of salary)
Payout for strategic targets 
(% of salary)
Total payment
% of salary
£
Gijsbert de Zoeten 
16.2%
7.5%
23.7%
£114,720
The Committee concluded that the overall bonus outcome was reflective of the Company’s financial and operational performance 
and therefore did not make any discretionary adjustments. 
Inchcape Annual Report and Accounts 2019
90

Revenue
Stretch
Target
Threshold
72%
45%
15%
Threshold
96%
60%
20%
Target
120%
72%
24%
Stretch
Profit before tax
Given the close link between performance targets, the longer-term strategy, and the advantage this may give competitors, the 2020 
targets for the Executive Directors are not disclosed in this report because of their commercial sensitivity. The Committee intends to 
publish the financial targets and provide more details of the strategic measures in next year’s DRR. 
PSP and CIP awards vesting in respect of the year
In 2017, Inchcape granted awards under the PSP and CIP schemes which vested dependent on certain performance targets 
measured over three years to 31 December 2019. These awards are also subject to an additional post-vest two-year holding period.
2017 PSP/CIP performance targets
Three-year EPS growth p.a. (60% weighting)
Vesting %
​ Three-year average ROCE (40% weighting)
Unexpired term
Less than 4%
0%
​
Less than 22%
0%
4%
25%
​
22%
25%
12%
100%
​
26%
100%
Between 4% and 12%
Straight line basis
​
Between 22% and 26%
Straight line basis
Vesting of 2017 PSP/CIP awards
Over the 2017-2019 performance period an EPS growth of -1.1% and three-year average ROCE of 28.2% was achieved, which 
resulted in the following vesting outcomes:
Award
Performance measure
Wtg.
Vesting outcome (% of element)
PSP
EPS
60%
0%
​
ROCE
40%
100%
Total (overall vesting outcome of PSP)
​
​
40%
Award
Performance measure
Wtg.
Vesting outcome (% of element)
CIP
EPS
60%
0%
​
ROCE
40%
100%
Total (overall vesting outcome of CIP)
​
​
40% = 0.8:1 match
Annual bonus for 2020
The maximum annual bonus opportunity in 2020 will remain unchanged from previous years and will be 150% of salary. For the 
Executive Directors, 80% of the bonus will be based on a financial performance matrix, linked to revenue and profit before tax, and 
20% of the bonus will be based on a basket of specific, measurable objectives that relate to the Ignite strategy.
For target performance, the payout will be 50% of the maximum bonus opportunity (subject to shareholder approval at the 2020 
AGM). This means the financial performance matrix for the 2020 bonus will be as follows:
Inchcape Annual Report and Accounts 2019
91 
STRATEGIC REPORT
GOVERNANCE
FINANCIAL STATEMENTS

Corporate governance report – Remuneration continued
From 1 January 2019, Inchcape was required to adopt a new accounting standard (IFRS 16) relating to lease accounting, 
replacing the previous standard (IAS 17). As the targets for the 2017 PSP/CIP awards were set under IAS 17, EPS and ROCE 
performance outcomes were calculated using the IAS 17 basis, to ensure consistency in targets and outcomes. 
Stefan Bomhard and Richard Howes were granted PSP and CIP awards in 2017. Upon his departure in August 2019, Richard Howes’ 
awards lapsed in full. Stefan Bomhard is entitled to the following shares on vesting as he has remained in role after the end of the 
performance period as per the scheme rules at the time of award. These awards are subject to a two-year holding period.
​
Interest held
Vesting %
Interest vesting
Vesting date
Assumed market 
price (p)1
Estimated value
Stefan Bomhard
​
​
​
​
​
​
PSP
150,982
40%
60,393
26 May 2020
654.2p
£395,091
CIP
92,247
40%
36,899
27 June 2020
654.2p
£241,393
1. As the market price on the date of vesting is unknown at the time of reporting, the value is estimated using the average market share price over the 
last three months of 2019. 
PSP and CIP awards granted during the year
During 2019, PSP and CIP awards were granted to Stefan Bomhard and Richard Howes. PSP awards were granted at 180% of salary, 
and under the CIP, Stefan Bomhard invested 50% of salary and was granted a matching award of 100% of salary. In line with the 
policy, Richard Howes’ awards lapsed in full upon his departure in August 2019. Stefan Bomhard's awards will also lapse in full upon 
his departure.
During 2019, the Committee reviewed the impact of the new accounting standard IFRS 16 (effective from 1 January 2019) on the 
performance targets on outstanding incentives, using the principle that targets and outcomes should be measured on a consistent 
basis. The Committee concluded that the EPS range, of 4% to 12% p.a., remains suitable for the 2019 PSP and CIP awards. However, 
the impact on ROCE of moving to IFRS 16 is more material and, hence, the committee has set the three-year ROCE range to be 
16.5% to 20.5%, which is considered to be equivalent to a range of 22% to 26% under the previous IAS 17 accounting standard. 
Therefore, the performance targets for the 2019 awards are as follows:
2019 PSP/CIP
Three-year EPS growth p.a. (60% weighting)
Vesting %
​ Three-year average ROCE (40% weighting)
Unexpired term
Less than 4%
0%
​
Less than 16.5%
0%
4%
25%
​
16.5%
25%
12%
100%
​
20.5%
100%
Between 4% and 12%
Straight line basis
​
Between 16.5% and 20.5%
Straight line basis
Threshold level performance will result in 25% of the 2019 PSP and CIP awards vesting. 
Share-based awards granted during 2019:
​
Date of grant
Share  
price  
(p)1
Number of  
shares/options 
awarded
Face value  
at grant2
Performance period
Exercise period
Stefan Bomhard*
​
​
​
​
​
​
PSP
11 April 2019
595.0p
237,192
£1,411,292
Jan 2019 – Dec 2021
Apr 2022 – Apr 2023
CIP
11 April 2019
595.0p
131,773
£784,049
Jan 2019 – Dec 2021
Apr 2022 – Oct 2023
​
​
​
​
​
​
​
Richard Howes*
​
​
​
​
​
​
PSP
11 April 2019
595.0p
135,253
£804,755
Jan 2019 – Dec 2021
Apr 2022 – Apr 2023
CIP
11 April 2019
595.0p
75,141
£447,089
Jan 2019 – Dec 2021
Apr 2022 – Oct 2023
1.	 Mid-market share price on date of grant.
2.	 Face value has been calculated using the share price at date of grant.
*
*
Awards lapsed/to lapse on date of departure.
Inchcape Annual Report and Accounts 2019
92

2018 Long-term incentives 
The Committee also reviewed the impact of the change to IFRS 16 on the 2018 PSP and CIP targets, which were set under the 
previous IAS 17 standard. As for the 2019 awards, no change is required to the EPS range, but the ROCE range has been adjusted 
to 16.5% to 20.5% (previously 22% to 26%) to ensure consistency of targets and outcomes. Therefore, the revised performance 
ranges for the 2018 PSP and CIP awards are: 
2018 PSP/CIP performance ranges after adjustments to reflect changes in accounting standards
Three-year EPS growth p.a. (60% weighting)
Vesting %
​ Three-year average ROCE(40% weighting)
Unexpired term
Less than 4%
0%
​
Less than 16.5%
0%
4%
25%
​
16.5%
25%
12%
100%
​
20.5%
100%
Between 4% and 12%
Straight line basis
​
Between 16.5% and 20.5%
Straight line basis
Long-term incentives for 2020
The Committee has considered the performance conditions for PSP and CIP awards granted in 2020 and has agreed that vesting 
will continue to be based on EPS (as three-year cumulative target measured at constant FX over the period) and a three-year 
average ROCE (each to be weighted 40%), but will also be partially linked to cash conversion (20% weighting). This approach 
reflects the criticality of cash generation for Inchcape whilst still ensuring an appropriate balance between sustainable earnings 
growth and returns. The EPS range reflects over the next three years our current expectations of our global markets and the 
disposals of some operations relative to 2019.
The performance ranges for each measure have been set taking into account internal and broker forecasts as well as broader 
market exceptions and are as follows:
Three-year cumulative EPS (40% weighting)
Vesting %
​ Three-year average ROCE(40% weighting)
Unexpired term
Less than 169p
0%
​
Less than 16.5%
0%
169p
25%
​
16.5%
25%
191p
100%
​
20.5%
100%
Between 169p and 191p
Straight line basis
​
Between 16.5% and 20.5%
Straight line basis
Cash conversion (20% vesting) 
Vesting %
​
Less than 55%
0%
​
55%
25%
​
70%
100%
​
Between 55% and 70%
Straight line basis
​
At the beginning of 2020, Stefan Bomhard, CEO, announced his resignation. In light of increased uncertainty surrounding the 
departure of the CEO and to reflect no PSP award was granted to Gijsbert in 2019, the Committee agreed that the PSP award made 
to Gijsbert in 2020 would be enhanced on a one-off basis to 230% of salary (versus a regular award of 180%). He will also be invited 
to participate in the CIP where he can invest up to 50% of salary with a 2:1 match. 
Pension
During 2019 the CEO, Stefan Bomhard, and former CFO, Richard Howes, were entitled to receive a cash supplement of 30% of 
base salary, while Gijsbert de Zoeten was entitled to receive a cash supplement of 10% of salary. All were eligible to join the Cash+ 
pension scheme, although none participated in the pension scheme. 
For 2020, Stefan Bomhard will receive a pension contribution of 23.3% of salary until his departure. Gijsbert de Zoeten will continue to 
receive a pension contribution of 10% of salary which is aligned to the UK employee average.
Inchcape Annual Report and Accounts 2019
93 
STRATEGIC REPORT
GOVERNANCE
FINANCIAL STATEMENTS

Corporate governance report – Remuneration continued
Plan 
Shares exercised 
Dividend shares
Share price 
Shares sold 
Shares retained
PSP
89,546​
7,040​
607.5p​
45,487​
51,099​
CIP
62,675​
4,926​
607.5p​
31,837​
35,764​
SB Award​
68,375​
6,129​
590.2p​
35,758​
38,746​
Richard Howes exercised the award granted to him under the 2016 Performance Share Plan and Co-investment Plan on 25 April 
2019 and exercised the award granted to him under the RH Award on 26 April 2019. He sold sufficient shares to cover costs and tax 
and retained the remaining shares.
Plan 
Shares exercised 
Dividend shares
Share price 
Shares sold 
Shares retained
PSP
66,485
5,227
616.2p
33,773
37,939
CIP
36,262
2,849
616.2p
18,420
20,691
RH Award
0
849
615.0p
408
441
Percentage change in Group Chief Executive remuneration
The table shows the percentage change in Group Chief Executive remuneration from 2018 to 2019 compared with the average 
percentage change in remuneration for senior management. For the purposes of this disclosure, remuneration comprises salary, 
benefits (excluding pension) and annual bonus only.
​
Change in remuneration from 2018 to 2019 
​
Group Chief Executive
Senior management
Salary
2.4%
3.0%​
Taxable benefits
12.5%
0.0%​
Single-year variable
n/a
2.6%​
Total
-32.6%
2.9%​
Employees representing the most senior executives have been selected as this group is large enough to provide a robust 
comparison, whilst also providing data that is readily available on a matched sample basis. These employees also participate 
in bonus schemes of a similar nature to Executive Directors and therefore remuneration will be similarly influenced by Company 
performance.
Executive share ownership and Directors’ interests (audited)
The table below shows the total number of shares, options and awards held by each Director at 31 December 2019.
​
​
Share awards held
Options held
​
​
​
Shares held at
31 December
2019
Subject to 
performance 
conditions
Subject to 
deferral
Not subject to 
performance 
targets
Subject to 
deferral
Vested but
not yet 
exercised
Guideline met
Stefan Bomhard
450,651​
904,512​
0​
0​
3,249​
0​
Yes
Gijsbert de Zoeten
17,500​
0​
0​
0​
0​
0​
No
Nigel Stein
46,834​
n/a
n/a
n/a
n/a
n/a
n/a
Jerry Buhlmann
15,000​
n/a
n/a
n/a
n/a
n/a
n/a​
Rachel Empey
6,760​
n/a
n/a
n/a
n/a
n/a
n/a
Jane Kingston
3,500​
n/a
n/a
n/a
n/a
n/a
n/a
John Langston 
6,765​
n/a
n/a
n/a
n/a
n/a
n/a
Till Vestring 
9,308​
n/a
n/a
n/a
n/a
n/a
n/a
Richard Howes* 
182,484​
n/a
n/a
n/a
n/a
n/a
n/a​
Coline McConville*
4,736​
n/a
n/a
n/a
n/a
n/a
n/a
Nigel Northridge* 
28,391​
n/a
n/a
n/a
n/a
n/a
n/a
*
*
Shares and awards held by Richard Howes, Coline McConville, and Nigel Northridge on their dates of leaving 31 August, 23 July and 23 May 2019 respectively. 
There have been no changes to the number of shares held by the Directors between 31 December 2019 and 26 February 2020.
Share ownership policies
The Executive Directors are required to hold a fixed number of shares equivalent to 200% of base salary. They have five years from 
the date of appointment to reach this shareholding. 
Stefan Bomhard and Gijsbert de Zoeten held 421% and 25% of salary respectively as at 31 December 2019, using the share price as 
at 31 December 2019 of 706p.
Awards exercised during 2019
Stefan Bomhard exercised the award granted to him under the 2016 Performance Share Plan and Co-investment Plan on 3 May 
2019 and exercised the award granted to him under the SB Award on 6 March 2019. He sold sufficient shares to cover costs and tax 
and retained the remaining shares.
Inchcape Annual Report and Accounts 2019
94

Relative importance of spend on pay
The chart shows the percentage change in total employee pay 
expenditure and shareholder distributions (i.e. dividends and 
share buybacks) from 2018 to 2019.
Relative importance of spend on pay (£M)
The Directors are proposing a final dividend for 2019 of 17.9p 
per share (2018: 17.9p).
2018
2019
115.2 110.5
(4.25%)
100%
647.4
100.0
639
(1.3%)
Dividend
Share buyback
Employee
remuneration
Dilution limits
During the year, options and awards granted under the 
Group’s incentive plans were satisfied on exercise by market 
purchase shares. Dilution limits are monitored throughout the 
year by the Committee and the Company complies with the 
limits set by the Investment Association.
Issued share capital as at 31 December 2019
399m
All schemes – 10% over 10-year rolling period 
40m
Remaining headroom for all schemes 
21m
Executive schemes – 5% over a 10-year 
rolling period 
20m
Remaining headroom for executive schemes
7m
CEO pay ratio
Financial year
Calculation methodology
P25 (Lower quartile)
P50 (median)
P75 (Upper quartile)
2019
C
67:1
48:1
32:1
The 25th, 50th and 75th percentile (P25, P50, P75) employees were determined using calculation methodology C which was to 
calculate the actual full time equivalent remuneration for all UK employees using the single total figure valuation methodology 
for the CEO with two amendments: 2018 bonus outcomes as a proxy for 2019 bonus outcomes and the exclusion of the 2019 
SAYE grants. It was not possible to include accurate estimates of 2019 bonus outcomes and the SAYE values for 2019 for all UK 
employees. However, 2018 bonus outcomes were determined to be a good proxy for 2019 bonus outcomes for those eligible and 
given significant take-up of the SAYE by UK employees, there was little impact on its exclusion in the selection of the P25, P50 and P75 
employees. Inchcape chose this method as it is in line as much as possible with methodology A which is the government’s preferred 
approach taking into account operational constraints. The total remuneration for 2019 of the three employees identified as P25, P50 
and P75 were then calculated using the same methodology as used to calculate the single total figure for the CEO including the 
2019 bonus instead of the 2018 bonus and the 2019 SAYE values (if applicable). The P25, P50 and P75 UK employees were selected 
from the UK employee population as of January 2020 to ensure all commissions paid in 2019 are taken into account in the selection 
process. The Committee is satisfied that the selected employees are representative. 
The table below sets out the remuneration details for the individuals identified:
Salary
CEO
P25
P50
P75
Basic salary (£'000)
£757
£15
£28
£28
Total remuneration1 (£'000)
£1,639
£24
£34
£52
1.	 Total remuneration has been calculated using the single figure valuation methodology includes basic salary, annual bonus paid in 2019, pension, travel or car allowance, 
the cash value of employee benefits plus the value of any long-term incentives received under the 2017 PSP and/or CIP.
As this is the first year of reporting the CEO pay ratio using the above methodology, there is no comparative data against which 
to compare the pay ratios above. The Committee will consider the median pay ratio of 48:1 in the context of the ratios reported in 
future years. 
The Committee is satisfied that the overall picture presented by the 2019 pay ratios is consistent with the reward policies for 
Inchcape’s UK employees. The CEO pay ratio is based on comparing the CEO’s pay to that of Inchcape’s UK-based employee 
population, a large proportion of whom are in customer-facing roles in retail outlets with remuneration which is commission-driven. 
Therefore the ratios are likely to be volatile from one year to the next, largely driven by the CEO’s incentive outcomes which are 
dependent on Group-wide results whereas employee pay variability will be driven by pay increases and commissions which are 
driven largely by UK market conditions. The Committee takes into account these ratios when making decisions around the Executive 
Director pay packages, and Inchcape takes seriously the need to ensure competitive pay packages across the organisation.
Inchcape Annual Report and Accounts 2019
95 
STRATEGIC REPORT
GOVERNANCE
FINANCIAL STATEMENTS

Corporate governance report – Remuneration continued
​
Group Chief Executive
2010
2011
2012
2013
2014
2015
2016
2017
2018
2019
CEO single figure of 
remuneration (£’000)
André Lacroix
1,984
2,993
2,165
4,400
5,265
2941
n/a
n/a
n/a
n/a
Stefan Bomhard
n/a
n/a
n/a
n/a
n/a
2,9062
1,403
3,006
2,430
1,639
Annual bonus outcome  
(% of maximum)
​
100%
52%
68%
48%
100%
56.8%
40.3%
67.6%
38.5%
n/a6​
LTI vesting3 outcome  
(% of maximum)
​
0%
100%
100%
66%
68%
n/a4
n/a5
79.6%
58%
40%
1.	 The amount for André Lacroix reflects remuneration received until he left the Group in March 2015.
2.	 The amount for Stefan Bomhard is pro-rated for time in role and includes relocation allowance and the share award made in lieu of his forfeited awards.
3.	 LTI includes CIP, ‘normal’ PSP, ‘enhanced’ PSP and options prior to 2013.
4.	 Neither André Lacroix nor Stefan Bomhard received a vested award under the 2013 PSP or CIP. However, for those participants who did receive an award, 65.5% of the 2013 
normal PSP vested and there was a 1.31 match for each share invested into the 2013 CIP.
5.	 Stefan Bomhard did not receive an award under the 2014 PSP or CIP. However, for those participants who did receive an award, 86.5% of the normal PSP vested and there 
was a 1.73:1 match for each share invested into the CIP. 
6.	 Stefan Bomhard did not receive a bonus for 2019 due to his resignation from the Group.
2019
2018
2017
2016
2015
2014
2013
2012
2011
2010
2009
350
250
300
200
50
100
150
Value of £100 invested at 1 January 2010
Inchcape 
FTSE mid 250 excluding investment trusts 
Pay for performance
The graph below shows the Total Shareholder Return (TSR) of the Company over the 10-year period to 31 December 2019.
The FTSE mid 250 excluding investment trusts has been chosen as the most suitable comparator group as it is the general market 
index in which the Company appears. The table below details the Group Chief Executive’s single figure remuneration and actual 
variable pay outcomes over the same period. 
Historical TSR performance
Growth in the value of a hypothetical £100 holding over the 10 years to 31 December 2019.
Inchcape Annual Report and Accounts 2019
96

Shareholder context
The table below shows the advisory vote on the Remuneration 
Report at the 2019 AGM:
​
Total number of votes 
% of
votes cast
For (including discretionary)
305,184,935
85.41%
Against
52,151,283
14.59%
Total votes cast (excluding votes 
withheld)
357,336,218
100%
Votes withheld1
9,941
​
(Total votes cast including votes 
withheld)
357,346,159
​
The Committee recognises the vote on the Remuneration 
Report at the 2019 AGM was lower than in previous years and 
has considered the reasons why shareholders voted against 
the Remuneration Report. Reasons for voting against include 
the level of disclosure in the Report. This year, the Committee 
has reviewed all its disclosures in detail to ensure they meet 
the standards required by shareholders. The Committee will 
continue to keep an open dialogue with shareholders to help 
ensure support for remuneration decisions is strong.
The table below shows the binding vote on the Remuneration 
Policy at the 2017 AGM:
​
Total number of votes 
% of
votes cast
For (including discretionary)
337,335,918
96.79%
Against
11,173,431
3.21%
Total votes cast (excluding  
votes withheld)
348,509,349
100%
Votes withheld1
408,954
​
(Total votes cast including  
votes withheld)
348,918,303
​
1.	 Withheld votes are not included in the final proxy figures as they are not 
recognised as a vote in law.
Exit payments during the year
None.
Payments to past Directors
No payments were made to past Directors in 2019.
Other directorships
The Executive Directors are generally permitted to take one 
non-executive directorship as long as it does not lead to 
conflicts of interest or undue time commitment and is approved 
in advance by the Nomination Committee and the Board.
Stefan Bomhard is a Non-Executive Director of Compass Group 
PLC, for which he received a fee of £86,500 during 2019.
Gijsbert de Zoeten is a member of the supervisory board of 
Technical University Delft, for which he received a fee of €15,800 
during 2019.
Advisors to the committee
Mercer|Kepler, a brand of Mercer (and part of the MMC 
group), acted as the independent remuneration advisor 
to the Committee during the year. Mercer|Kepler attends 
Committee meetings and provides advice on remuneration 
for executives, analysis of the remuneration policy and regular 
market and best practice updates. Mercer|Kepler reports 
directly to the Committee Chair and is a signatory and adheres 
to the Code of Conduct for Remuneration Consultants (which 
can be found at www.remunerationconsultantsgroup.com). 
Mercer|Kepler was appointed by the Committee in 2010 
after a comprehensive tendering process carried out by 
the Committee.
Mercer also supplied unrelated services to the Group in 
relation to IAS 19. None of the individual Directors have a 
personal connection with Mercer. The Committee is satisfied 
that the advice it receives from Mercer|Kepler is objective 
and independent and that Mercer|Kepler does not have 
any connection with the Company that may impair its 
independence. Mercer|Kepler’s fees are charged at an hourly 
rate in accordance with the terms and conditions set out in the 
engagement letter. Mercer|Kepler was paid fees of £124,149 
for its services during the year, excluding expenses and VAT.
The Directors’ Report on Remuneration was approved by the 
Board and has been signed by Jane Kingston on its behalf.
Jane Kingston
Chair of the Remuneration Committee
Inchcape Annual Report and Accounts 2019
97 
STRATEGIC REPORT
GOVERNANCE
FINANCIAL STATEMENTS

The Directors’ Report for the year ended 31 December 2019 
comprises pages 98 to 102 of this report (together with 
sections incorporated by reference). Information required in 
the Management Report under DTR 4.1.8R can be found in 
the following sections: 
–– A review of the business and future developments – pages 2 
to 32
–– Principal risks and uncertainties – pages 42 to 51. 
A description of the Group's internal control framework is given 
on page 71. 
A description of the Board's activities and the structure of its 
Committees is given on pages 54 to 97. 
Corporate governance statement
The statement of compliance with the 2018 UK Corporate 
Governance Code is given on page 55. The Code is published 
on the Financial Reporting Council’s website www.frc.org.uk. 
Information required under DTR 7 is given in the Corporate 
Governance Report on pages 54 to 97.
Board of Directors
The Directors of the Company who were in office during the 
year and up to the date of signing the financial statements 
were:
Stefan Bomhard  
Jerry Buhlmann  
Gijsbert de Zoeten – joined 27 August 2019  
Rachel Empey  
Richard Howes – left 1 September 2019  
Alexandra Jensen – joined 29 January 2020 
Jane Kingston  
John Langston  
Coline McConville – left 23 July 2019  
Nigel Northridge – left 23 May 2019  
Till Vestring
In accordance with the 2018 UK Corporate Governance Code, 
all Directors will stand for election or re-election at the Annual 
General Meeting (AGM) on 21 May 2020. 
The Chairman has reviewed the performance of each Director 
and is satisfied that each continues to be effective and 
demonstrates commitment to the role.
The appointment and replacement of Directors is governed 
by the Company’s Articles of Association (the Articles), the UK 
Corporate Governance Code, the Companies Act 2006 and 
related legislation.
Subject to the Articles, the UK Corporate Governance Code 
and relevant legislation, the business of the Company is 
managed by the Board which may exercise all the powers 
of the Company.
Conflicts of interest
The Articles of Association permit the Board to authorise any 
matter which would otherwise involve a Director breaching 
his duty under the Companies Act 2006 to avoid conflicts of 
interest. When authorising a conflict of interest, the Board must 
do so without the conflicted Director counting as part of the 
quorum. In the event that the Board considers it appropriate, 
the conflicted Director may be permitted to participate in the 
debate but will be permitted neither to vote nor count in the 
quorum when the decision is being agreed. The Directors are 
aware that it is their responsibility to inform the Board of any 
potential conflicts as soon as possible and procedures are in 
place to facilitate disclosure. 
Directors’ indemnity
A qualifying third party indemnity (QTPI), as permitted by 
the Company’s Articles of Association and sections 232 and 
234 of the Companies Act 2006, has been granted by the 
Company to each of the Directors of the Company. Under the 
provisions of the QTPI the Company undertakes to indemnify 
each Director against liability to third parties (excluding 
criminal and regulatory penalties) and to pay Directors’ 
costs as incurred, provided that they are reimbursed to the 
Company if the Director is found guilty or, in an action brought 
by the Company, judgment is given against the Director. The 
indemnity has been in force for the financial year ended 31 
December 2019 and until the date of approval of this report.
Results and dividends
The Group’s audited consolidated financial statements for 
the year ended 31 December 2019 are shown on pages 112 
to 187. The level of distributable reserves is sufficient to pay a 
dividend. The Board recommends a final ordinary dividend of 
17.9p per ordinary share. If approved at the 2020 AGM, the final 
ordinary dividend will be paid on 19 June 2020 to shareholders 
registered in the books of the Company at the close of business 
on 15 May 2020. Together with the interim dividend of 8.9p per 
ordinary share paid on 4 September 2019, this makes a total 
ordinary dividend for the year of 26.8p per ordinary share  
(2018: 26.8p).
The Company may, by ordinary resolution, declare a dividend 
not exceeding the amount recommended by the Board. 
Subject to the Companies Act 2006, the Board may pay interim 
dividends when the financial position of the Company, in the 
opinion of the Board, justifies its payment. See page 22 for more 
information on the dividend policy.
Share capital
As at 31 December 2019, the Company’s issued share capital 
of £39,913,273.60 comprised 399,132,736 ordinary shares of 
10.0p. Holders of ordinary shares are entitled to receive the 
Company’s Report and Accounts, to attend and speak at 
General Meetings and to appoint proxies and exercise voting 
rights. The shares do not carry any special rights with regard to 
control of the Company. The rights are set out in the Articles of 
Association of the Company.
Restrictions on transfer of securities
There are no restrictions or limitations on the holding of ordinary 
shares and no requirements for prior approval of any transfers. 
There are no known arrangements under which financial 
rights are held by a person other than the holder of the shares. 
Shares acquired through the Company share schemes rank 
pari passu with the shares in issue and have no special rights.
Authority to purchase shares
At the Company’s AGM on 23 May 2019, the Company was 
authorised to make market purchases of up to 41,512,745 
ordinary shares (representing approximately 10.0% of its issued 
share capital).
In the year ended 31 December 2019, the Company 
purchased for cancellation,16,070,070 ordinary shares of 10.0p 
Directors’ Report
Directors’ Report
Inchcape Annual Report and Accounts 2019
98

each at a cost of £100m, representing 4.02% of the issued share 
capital as at that date, as part of the Board’s commitment to 
return additional surplus cash to shareholders under the share 
buyback programme. 
The Directors have authority to issue and allot ordinary 
shares pursuant to article 9 of the Articles of Association and 
shareholder authority is requested at each AGM. The Directors 
have authority to make market purchases for ordinary shares 
and this authority is also renewed annually at the AGM.
Interests in voting rights
During the year, the Company had been notified of the 
following interests pursuant to the Financial Conduct Authority’s 
Disclosure and Transparency Rules. The information below 
was correct at the date of notification. It should be noted that 
these holdings are likely to have changed since notified to the 
Company. However, further notification of any change is not 
required until the next threshold is crossed.
Shareholder
Number of 
shares
Date 
notified
Percentage  
notified
BlackRock Inc​
Below 5%​
05/11/2019
Below 5%​
Polaris Capital 
Management, 
LLC​
12,202,311​
21/08/2019
3%​
Standard Life 
Aberdeen plc
 
40,682,271​
 
02/10/2019
 
10.07%
Source TR-1 notifications. These are updated on the Company’s website.
Restrictions on voting rights
There are no restrictions on voting rights.
Employee benefit trust
The Executive Directors of the Company, together with other 
employees of the Group, are potential beneficiaries of the 
Inchcape Employee Trust (the “Trust”) and, as such, are 
deemed to be interested in any ordinary shares held by the 
Trust. At 31 December 2019, the Trust’s shareholding totalled 
861,589 ordinary shares.
In respect of LR 9.8.4R(12) and (13), the trustee of the Trust 
agrees to waive dividends payable on the shares it holds for 
satisfying awards under the various share plans.
Directors’ interests
The table showing the beneficial interests, including family 
interests, in the ordinary shares of the Company of the persons 
who were Directors at 31 December 2019 is shown in the 
Directors’ Report on Remuneration on page 94.
There have been no changes to the number of shares held by 
Directors between 31 December 2019 and 26 February 2020.
Change of control
The Company is not party to any significant agreements that 
would take effect, alter or terminate upon a change of control 
of the Company following a takeover bid apart from certain 
of the Group’s third party funding arrangements which would 
terminate upon a change of control of the Company, such 
as the Group's revolving credit facility agreement. Further 
details are given in note 23 of the financial statements on page 
158.
The Group’s relationships with its OEM brand partners are 
managed at Group level, but the relevant contracts are 
entered into at a local level with day-to-day management 
being led by each operating business. Certain of the 
contracts may terminate on a change of control of the local 
contracting company.
The Company does not have agreements with any Director 
or employee providing compensation for loss of office or 
employment that occurs because of a takeover bid, except for 
provisions in the rules of the Company’s share schemes which 
may result in options or awards granted to employees to vest 
on a takeover.
Transactions with Directors
No transaction, arrangement or agreement, other than 
remuneration, required to be disclosed in terms of the 
Companies Act 2006 and IAS 24, ‘Related Parties’ was 
outstanding at 31 December 2019, or was entered into 
during the year for any Director and/or connected person 
(2018: none).
Other information – Listing Rules
For the purposes of LR 9.8.4 R, the information required to be 
disclosed by LR 9.8.4 R can be found on the pages set out 
below:
Section
Information
Page
1 
Interest capitalised
Not material to the 
Group
2 
Publication of unaudited financial 
information
96 (TSR graph)
4
Details of long-term incentive schemes
91-93
5
Waiver of emoluments by a director
Not applicable
6
Waiver of future emoluments by a director Not applicable
7
Non pre-emptive issues of equity for cash
Not applicable
8
Non pre-emptive issue by a major 
subsidiary undertaking
Not applicable
9
Parent participation in a placing by a 
listed subsidiary
Not applicable
10
Contracts of significance
Not applicable
11
Provision of services by a controlling 
shareholder
Not applicable
12
Shareholder waiver of dividends
99
13
Shareholder waiver of future dividends
99
14
Agreements with controlling shareholders
Not applicable
Greenhouse gas emissions
As a Distributor and Retailer Inchcape has no manufacturing 
footprint to minimise, however we collect data for all material 
emissions for which we deem ourselves to be responsible 
and look for ways in which to minimise our footprint. Data is 
collected for three key performance indicators: 
–– Energy – our global gas and electricity usage.
–– Transport – the movement of cars and parts from the point of 
ownership (which means legal and contractual ownership) 
to the point we cease to have legal ownership. 
–– Travel – the movement of our people.
Methodology
The methodology used the calculate the Group’s greenhouse 
gas emissions is based on the GHG Protocol Corporate 
Accounting and Reporting Standard, and Mandatory 
Greenhouse Gas Reporting in line with HM Government 
guidance. The methodology uses conversion factors as 
Inchcape Annual Report and Accounts 2019
99 
STRATEGIC REPORT
GOVERNANCE
FINANCIAL STATEMENTS

Directors’ Report continued
Total greenhouse gas emissions in 2019
GHG emissions
Total emissions (tonnes CO2e)
​
Scope 1 and 2 emissions
Year ended 
31 Dec 2019
Year ended 
31 Dec 2018*
Change in 
emissions
Scope 1 (Direct emissions from combustion of fuels and operation of facilities)
10,744
10,954
-2%
Scope 2 (Electricity, heat, steam and cooling purchased for own use)
46,629
43,037
+8%
Total Scope 1 and 2 emissions
57,374
53,991
+6%
​
​
​
​
Operational emissions intensity
​
​
​
Intensity metric – total revenue (£m)
9,391​
7,838​
+20%
Total Scope 1 and 2 emissions (tonnes CO2e)
57,374​
53,991
+6%
Scope 1 and 2 emissions per £m (tCO2e/£m)
6.1​
6.9
-11%
The 2018 figures have been restated following the correction of an error in the data supplied by the Singapore market.
published by the Department for Business, Energy and Industrial Strategy in 2018 and international electricity emission factors as 
published in the International Energy Agency’s ‘CO2 Emissions from Fuel Combustion (2018 edition)’.
Data collection and reporting period
Data has been collected for all markets from 1 January 2019 to 31 December 2019. The level at which we report is by business unit 
for each market. This covers our Retail operations, Distribution operations and business service operations, which fall within our 
operational control boundary.
Intensity ratio
The Group’s intensity ratio is revenue per tonne of CO2e. This 
allows for a fair comparison over time of CO2e emissions given 
the growth trajectory envisaged for the Group and cyclical 
variations in business activity.
Employees and employee involvement
The Company is committed to a policy of treating all its 
colleagues and job applicants equally. We are committed to 
the employment of people with disabilities and will interview 
those candidates who meet the minimum selection criteria.
We provide training and career development for our 
employees, tailored where appropriate to their specific needs, 
to ensure they achieve their potential. If an individual becomes 
disabled while in our employment, we will do our best to ensure 
continued development in their role, including consulting them 
about their requirements, making appropriate adjustments and 
providing suitable alternative positions.
Our performance and talent framework, DRIVE5, sets 
performance expectations, behaviours and values for our 
people. It was developed using inputs from colleague and 
customer focus groups and incorporates our OEM brand 
partners’ existing frameworks of skills and behaviours to ensure 
that we can deliver against our stakeholders’ expectations 
in support of our ambition to be the world’s most trusted 
Distributor and Retailer.
The Company has various employee policies in place 
covering a wide range of issues such as family friendly policies, 
employment rights and equal opportunities. Policies are 
implemented at a local level and comply with any relevant 
legislation in that market. All policies are available on the 
Group’s intranet and compliance is monitored at local level.
The Group’s bonus and long-term incentive schemes are 
designed to encourage involvement in the Company’s 
performance. UK employees are eligible to join the SAYE 
scheme, which is offered annually. Further details can be found 
in the Directors’ Report on Remuneration on pages 76 to 97.
Employee communication
Town Hall meetings are held in each market on a regular 
basis and also following the release of any financial updates 
by the Company. The Town Hall meetings provide employees 
with information on the Group’s performance and provide 
an opportunity for consulting employees on new initiatives or 
other matters that concern them. The Group's global intranet, 
iConnect also provides a means of communicating important 
issues to employees. 
The Employee Experience Consultation is the primary tool for 
obtaining the views of employees and the results of the survey 
are reported to the CSR Committee on an annual basis. The 
chair of the CSR Committee is the designated director for 
communicating the views of employees to the Board and he 
reports the findings to the Board following each meeting. 
The consultation enables the Board to gain an understanding 
of how the employee experience is perceived and what actions 
can be taken to enhance this experience so employees feel 
challenged, excited, engaged and supported in their roles.
Further details can be found in the CSR Report on pages 33 
to 35. 
Inchcape Annual Report and Accounts 2019
100

Diversity
The breakdown of the number of female and male employees who were (i) Directors of the Company (ii) senior managers and 
(iii) employees of the Company as at 31 December 2019 is as follows:
​
Male
Female
Total
Board 
6​
75.0%
2​
25.0%
8
Senior management 
64​
83.1%
13​
16.9%
77​
All employees
12,892​
74.4%
4,435​
25.6%
17,327​
The Nomination Committee is responsible for succession 
planning on the Board and as such considers the 
recommendations of the Hampton-Alexander Review 
and Parker Review as part of the recruitment process. The 
Board has decided not to set targets and has achieved the 
recommendation of 33% female representation by 2020 as 
recommended by the Hampton-Alexander Review. 
The Nomination Committee ensures that a broad mix of 
suitable candidates are put forward for consideration for 
vacancies. Management are also focusing on diversity as 
part of the talent planning process to strengthen diversity within 
the talent pipeline. The Diversity Policy Statement is given on 
page 66.
Principal financial risk factors
These risks are shown on pages 42 to 51.
Financial instruments
The information required under Schedule 7 of the Large and 
Medium-sized Companies and Groups (Accounts and Reports) 
Regulations 2008 in respect of financial instruments is given in 
note 24 to the financial statements on pages 160 to 167.
Branches outside the UK
The Company does not have any branches outside the UK.
Events after the reporting period
None.
Political donations
The Company did not make any political donations in 2019 
and does not intend to make any political donations in 2020.
Directors’ responsibilities
The Directors are responsible for preparing the Annual Report 
and the financial statements in accordance with applicable 
law and regulation.
Company law requires the Directors to prepare financial 
statements for each financial year. Under that law the 
Directors have prepared the Group financial statements in 
accordance with International Financial Reporting Standards 
(IFRSs) as adopted by the European Union and parent 
company financial statements in accordance with United 
Kingdom Generally Accepted Accounting Practice (United 
Kingdom Accounting Standards, comprising FRS 101 “Reduced 
Disclosure Framework”, and applicable law). Under company 
law the Directors must not approve the financial statements 
unless they are satisfied that they give a true and fair view of 
the state of affairs of the Group and parent company and of 
the profit or loss of the Group and parent company for that 
period. In preparing the financial statements, the Directors are 
required to:
–– select suitable accounting policies and then apply them 
consistently;
–– state whether applicable IFRSs as adopted by the European 
Union have been followed for the Group financial statements 
and United Kingdom Accounting Standards, comprising 
FRS 101, have been followed for the Company financial 
statements, subject to any material departures disclosed and 
explained in the financial statements;
–– make judgements and accounting estimates that are 
reasonable and prudent; and
–– prepare the financial statements on the going concern basis 
unless it is inappropriate to presume that the Group and 
parent company will continue in business.
The Directors are responsible for keeping adequate accounting 
records that are sufficient to show and explain the Group and 
parent company’s transactions and disclose with reasonable 
accuracy at any time the financial position of the Group and 
parent company and enable them to ensure that the financial 
statements and the Directors’ Remuneration Report comply 
with the Companies Act 2006 and, as regards the Group 
financial statements, Article 4 of the IAS Regulation.
The Directors are also responsible for safeguarding the assets 
of the Group and parent company and hence for taking 
reasonable steps for the prevention and detection of fraud and 
other irregularities.
The Directors are responsible for the maintenance and integrity 
of the parent company’s website. Legislation in the United 
Kingdom governing the preparation and dissemination 
of financial statements may differ from legislation in other 
jurisdictions.
The Directors consider that the Annual Report and Accounts, 
taken as a whole, is fair, balanced and understandable and 
provides the information necessary for shareholders to assess 
the Group and parent company’s performance, business 
model and strategy.
Each of the Directors, whose names and functions are listed in 
Board of Directors, confirm that, to the best of their knowledge:
–– the parent company financial statements, which have been 
prepared in accordance with United Kingdom Generally 
Accepted Accounting Practice (United Kingdom Accounting 
Standards, comprising FRS 101 “Reduced Disclosure 
Framework”, and applicable law), give a true and fair view 
of the assets, liabilities, financial position and loss of the 
Company;
–– the Group financial statements, which have been prepared 
in accordance with IFRSs as adopted by the European Union, 
give a true and fair view of the assets, liabilities, financial 
position and profit of the Group; and
Inchcape Annual Report and Accounts 2019
101 
STRATEGIC REPORT
GOVERNANCE
FINANCIAL STATEMENTS

Directors’ Report continued
–– the Directors’ Report includes a fair review of the 
development and performance of the business and the 
position of the Group and parent company, together 
with a description of the principal risks and uncertainties 
that it faces.
The Directors considered the key messages contained 
in the Strategic Report along with the disclosures made 
throughout to ensure that they are consistent, transparent 
and a true reflection of the business. The Directors also 
reviewed supporting documentation which addresses specific 
statements made in the report and the evidence to support 
those statements.
Following this review, the Directors consider, when taken as a 
whole, that the Annual Report and Accounts is fair, balanced 
and understandable and provides the information necessary 
for shareholders to assess the Company’s position and 
performance, business model and strategy.
Business relationships 
Having positive relationships with our OEM brand partners, 
our main suppliers, and our customers is imperative for the 
long-term success of the Company. Our OEM brand partner 
relationships are key to every part of our value chain and the 
length of these relationships, which are given on page 15 is 
testament to their strength. Engagement with the OEMs is given 
on page 16 and the ‘OEM partner of choice’ Ignite objective is 
given on page 18. 
The customer relationship is also extremely important, and we 
have undertaken a comprehensive project to understand the 
customer journey in order to improve their experience. Further 
details of the Ignite strategy to ‘Lead in customer experience’ 
are given on page 18, a response to changing customer needs 
now and in the future.
Culture 
The Board monitors the culture of the Company by reviewing 
reports received from the whistleblowing line, Speak Up!, via 
reporting to the Audit Committee, reviewing the employee 
voice via the results of the Employee Experience Consultation, 
which is monitored by the CSR Committee, and reviewing 
the number of employees who have undertaken the Code of 
Conduct training. The Board also carries out an annual global 
talent and leadership review as part of its succession planning 
activities which enable the monitoring of key metrics such 
as internal promotions and development programmes. The 
Remuneration Committee considers wider pay and practices 
when reviewing Executive remuneration and has an annual 
update on remuneration practices which allows it to assess 
whether they drive the right behaviours within the businesses 
in accordance with the DRIVE5 performance drivers, see page 
100. Members of the Board also have the opportunity to talk to 
employees, without the presence of management, during the 
annual overseas Board trip. 
Going concern
Having assessed the principal risks and the other matters 
discussed in connection with the viability statement on page 
52, the Directors consider it appropriate to adopt the going 
concern basis of accounting in the financial statements for the 
next 12 months.
Auditor and disclosure of information to the auditor
The auditor, Deloitte LLP, has indicated its willingness to 
continue in office. A resolution to reappoint Deloitte as auditor 
will be proposed at the AGM.
So far as the Directors are aware there is no relevant audit 
information of which the Company’s auditor is unaware. The 
Directors have taken all the steps that they ought to have taken 
as Directors in order to make themselves aware of any relevant 
audit information and to establish that the Company’s auditor 
is aware of that information.
Annual General Meeting
The AGM will be held at 11.00 a.m. on Thursday, 21 May 2020 
at The Royal Automobile Club, 89 Pall Mall, London SW1Y 5HS. 
The notice convening the meeting and the resolutions to be 
put to the meeting, together with the explanatory notes, are 
given in the Circular to all shareholders.
The Directors’ Report was approved by the Board and has been 
signed by the secretary of the Company.
Tamsin Waterhouse
Group Company Secretary
Inchcape Annual Report and Accounts 2019
102

Financial statements
104
Independent auditor’s report to the members of Inchcape plc
112
Consolidated income statement
113
Consolidated statement of comprehensive income
114
Consolidated statement of financial position
115
Consolidated statement of changes in equity
116
Consolidated statement of cash flows
117
Accounting policies
126
Notes to the financial statements
177
Alternative performance measures
178
Five year record
179
Company statement of financial position
180
Company statement of changes in equity
181
Company accounting policies
184
Notes to the Company financial statements
Other information
197
Shareholder information
Inchcape Annual Report and Accounts 2019
103 
STRATEGIC REPORT
GOVERNANCE
FINANCIAL STATEMENTS

Independent auditor’s report to the members of Inchcape plc 
Report on the audit of the financial statements 
Opinion 
In our opinion: 
– the financial statements of Inchcape plc (the ‘parent company’) and its subsidiaries (the ‘Group’) give a true and fair view of 
the state of the Group’s and of the parent company’s affairs as at 31 December 2019 and of the Group’s profit for the year 
then ended; 
– the Group financial statements have been properly prepared in accordance with International Financial Reporting Standards 
(IFRSs) as adopted by the European Union; 
– the parent company financial statements have been properly prepared in accordance with United Kingdom Generally 
Accepted Accounting Practice, including Financial Reporting Standard 101 “Reduced Disclosure Framework”; and 
– the financial statements have been prepared in accordance with the requirements of the Companies Act 2006 and, as regards 
the Group financial statements, Article 4 of the IAS Regulation. 
We have audited the financial statements which comprise: 
– the consolidated income statement; 
– the consolidated statement of comprehensive income; 
– the consolidated and parent company statements of financial position; 
– the consolidated and parent company statements of changes in equity; 
– the consolidated statement of cash flows; 
– the accounting policies; and 
– the related notes 1 to 35 of the consolidated financial statements and notes 1 to 14 of the parent company financial statements. 
The financial reporting framework that has been applied in the preparation of the Group financial statements is applicable law and 
IFRSs as adopted by the European Union. The financial reporting framework that has been applied in the preparation of the parent 
company financial statements is applicable law and United Kingdom Accounting Standards, including FRS 101 “Reduced 
Disclosure Framework” (United Kingdom Generally Accepted Accounting Practice). 
Basis for opinion 
We conducted our audit in accordance with International Standards on Auditing (UK) (ISAs (UK)) and applicable law. Our responsibilities 
under those standards are further described in the auditor’s responsibilities for the audit of the financial statements section of our report.  
We are independent of the Group and the parent company in accordance with the ethical requirements that are relevant to our audit 
of the financial statements in the UK, including the Financial Reporting Council’s (the ‘FRC’s’) Ethical Standard as applied to listed public 
interest entities, and we have fulfilled our other ethical responsibilities in accordance with these requirements. The non-audit services 
provided to the Group and parent company for the year are disclosed in note 3 to the financial statements. We confirm that the  
non-audit services prohibited by the FRC’s Ethical Standard were not provided to the Group or the parent company. 
We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion. 
Summary of our audit approach 
Key audit 
matters 
 The key audit matters that we identified in the 
current year were: 
– Goodwill impairment assessment 
– Disposal accounting 
– Initial adoption of IFRS 16 Leases 
Within this report, key audit matters are identified as follows: 
 
Newly identified 
Increased level of risk 
Similar level of risk 
Decreased level of risk 
Materiality 
 The materiality that we used for the Group financial statements was £16.1 million which was determined on the 
basis of 5% of profit before taxation and exceptional gains and losses on business disposals, impairments and 
restructuring costs. 
Scoping 
 We conducted our work in 19 countries, with 25 reporting units subject to full-scope audit procedures. 
The reporting units where we conducted our audit work accounted for 88% of the Group’s revenue, 95% of the 
Group’s profit before taxation and exceptional items and 89% of the Group’s net assets. 
Significant 
changes 
in our 
approach 
 We have identified Disposal accounting and the Initial adoption of IFRS 16 Leases as new key audit matters in the 
current year due to the quantum of the disposals and the recognised lease liabilities and right-of-use assets and 
level of judgement involved in accounting for the disposals and the first time adoption of IFRS 16. 
In the prior year our key audit matters included acquisition accounting and inventory valuation. In the current year 
we have concluded that these do not represent key audit matters.  
In relation to acquisition accounting, the acquisitions in the current year were not as significant as those in the prior year. 
In relation to inventory valuation, the ageing of the Group’s inventory balance has improved and the country 
specific inventory concerns are not as relevant in the current year.  
 
Inchcape Annual Report and Accounts 2019
104

Conclusions relating to going concern, principal risks and viability statement 
Going concern 
 
 
We have reviewed the Directors’ statement in the accounting policies on page 107 of the financial 
statements about whether they considered it appropriate to adopt the going concern basis of 
accounting in preparing them and their identification of any material uncertainties to the Group’s 
and Company’s ability to continue to do so over a period of at least 12 months from the date of 
approval of the financial statements. 
We considered as part of our risk assessment the nature of the Group, its business model and 
related risks including where relevant the impact of Brexit, the requirements of the applicable 
financial reporting framework and the system of internal control. We evaluated the Directors’ 
assessment of the Group’s ability to continue as a going concern, including challenging the 
underlying data and key assumptions used to make the assessment, and evaluated the 
Directors’ plans for future actions in relation to their going concern assessment. 
We are required to state whether we have anything material to add or draw attention to in 
relation to that statement required by Listing Rule 9.8.6R(3) and report if the statement is 
materially inconsistent with our knowledge obtained in the audit. 
 
Going concern is the 
basis of preparation of 
the financial statements 
that assumes an entity 
will remain in operation 
for a period of at least 
12 months from the date 
of approval of the  
financial statements. 
We confirm that we have 
nothing material to report, 
add or draw attention to in 
respect of these matters. 
Principal risks and viability statement 
 
 
Based solely on reading the Directors’ statements and considering whether they were consistent 
with the knowledge we obtained in the course of the audit, including the knowledge obtained in 
the evaluation of the Directors’ assessment of the Group’s and the Company’s ability to continue 
as a going concern, we are required to state whether we have anything material to add or draw 
attention to in relation to: 
– the disclosures on pages 41- 51 that describe the principal risks, procedures to identify emerging 
risks, and an explanation of how these are being managed or mitigated; 
– the Directors’ confirmation on page 70 that they have carried out a robust assessment of the 
principal and emerging risks facing the Group, including those that would threaten its business 
model, future performance, solvency or liquidity; or 
– the Directors’ explanation on page 52 as to how they have assessed the prospects of the Group, 
over what period they have done so and why they consider that period to be appropriate, and 
their statement as to whether they have a reasonable expectation that the group will be able 
to continue in operation and meet its liabilities as they fall due over the period of their 
assessment, including any related disclosures drawing attention to any necessary 
qualifications or assumptions. 
We are also required to report whether the Directors’ statement relating to the prospects of the Group 
required by Listing Rule 9.8.6R(3) is materially inconsistent with our knowledge obtained in the audit. 
 
Viability means the ability 
of the Group to continue 
over the time horizon 
considered appropriate 
by the Directors.  
We confirm that we have 
nothing material to report, 
add or draw attention to in 
respect of these matters. 
 
 
Inchcape Annual Report and Accounts 2019
105 
STRATEGIC REPORT
GOVERNANCE
FINANCIAL STATEMENTS

Independent auditor’s report to the members of Inchcape plc continued 
Key audit matters 
Key audit matters are those matters that, in our professional judgement, were of most significance in our audit of the financial 
statements of the current period and include the most significant assessed risks of material misstatement (whether or not due to 
fraud) that we identified. These matters included those which had the greatest effect on: the overall audit strategy, the allocation 
of resources in the audit; and directing the efforts of the engagement team. 
These matters were addressed in the context of our audit of the financial statements as a whole, and in forming our opinion 
thereon, and we do not provide a separate opinion on these matters. 
Goodwill impairment assessment 
Key audit matter 
description 
 
The Group has recognised goodwill of £215.7 million (2018: £259.8 million) across nine cash generating 
units (“CGUs”) as at 31 December 2019. The UK Retail CGU represents the largest balance at £80.2 million 
(2018: £90.3 million).  
The UK retail market has continued to face challenging trading conditions in 2019 with industry-wide metrics 
expecting these conditions to continue in 2020. Management tested the UK Retail CGU for impairment at 
31 December 2019 as part of the annual impairment review process. Management concluded that the 
recoverable amount was higher than the carrying value. Consequently, no impairment charge was 
recorded in 2019.  
The Group’s assessment of impairment in accordance with IAS 36 Impairment of Assets is a judgemental 
process which requires estimating future cash flows based on management’s view of future business 
prospects, the long term growth rate and the discount rate. 
Our key audit matter focuses on the robustness of the revenue, profit and cash flow forecasts of the UK Retail 
business. Given the significant level of judgement involved, we identified this key audit matter as a potential 
fraud risk. 
Refer to page 67 (Audit Committee report) and note 11 to the consolidated financial statements. 
How the scope 
of our audit 
responded to the 
key audit matter 
 
We performed the following procedures in response to the key audit matter identified: 
– Completed a walkthrough of the impairment process and obtained an understanding of the design 
and implementation of the relevant controls addressing the accuracy of the revenue, profit and cash 
flow forecasts; 
– Met with UK Retail and Group management to understand and critically challenged the key underlying 
assumptions used in the forecasts that form the basis of the Group’s impairment review, through the 
assessment of contradictory information, including a review of external industry growth forecasts, 
news articles and competitor announcements; 
– Assessed the accuracy of previously prepared forecasts; this included reviewing trading performance in 
2019 to determine management’s ability to forecast accurately and understand the reasons for any 
material variances; 
– Ran sensitivities to assess the robustness of the model’s headroom, this involved running a variety of 
downside sensitivities to stress-test the model; 
– Performed additional sensitivities, including running weighted-probability analyses, to assess the robustness 
of the model; this involved running combined sensitivities, using industry growth trends, and modelling the 
potential impacts of Brexit; 
– Checked the model integrity, including reviewing the model for mathematical and clerical accuracy; and
– Assessed contradictory information, including a review of external industry growth forecasts and industry 
news articles. 
Key observations  
Based on the audit procedures performed we are satisfied that the valuation of goodwill at year end 
is appropriate. 
 
Disposal accounting 
Key audit matter 
description 
 
The Group completed disposals of Retail sites in the UK, Australia and China during the year, generating a 
net gain on disposal of £108.8 million (2018: Nil). The Group also has assets held for sale at 31 December 
2019 of £5.1 million (2018: £8.9 million) and disposal groups held for sale with assets of £144.3 million 
(2018: Nil) and liabilities of £106.1 million (2018: Nil). 
The key audit matter in relation to disposal accounting was regarding management’s judgement in 
determining assets held for sale and the identification of the relevant assets and liabilities in the calculation 
of the net gain on disposal. 
Refer to page 67 (Audit Committee report) and notes 20 and 29 to the consolidated financial statements. 
 
 
Inchcape Annual Report and Accounts 2019
106

How the scope 
of our audit 
responded to the 
key audit matter 
 
We performed the following procedures in response to the key audit matter identified: 
– Completed a walkthrough of the disposal accounting process, including management’s process for the 
classification of assets and disposal groups as held for sale process, and obtained an understanding of 
the design and implementation of the relevant controls addressing the key audit matter; 
– Performed enquiries of management and inspected the Board and relevant sub-committee minutes 
of meetings; 
– Evaluated the appropriateness of the Group’s judgement on the determination of assets and disposal 
groups held for sale; 
– Reviewed the disposal share purchased agreements and asset purchase agreements; 
– Performed audit procedures on the valuation and completeness of material asset and liability balances 
on the transaction date; 
– Tested the allocation of goodwill to disposal groups held for sale for accuracy and appropriateness; 
– Agreed the disposal proceeds to bank statements; and 
– Tested the mathematical accuracy of management’s calculations. 
Key observations  
Based on the audit procedures performed we are satisfied that the completed disposals have been 
appropriately accounted for in the year ended 31 December 2019 and the assets held for sale and the 
disposal groups held for sale are appropriately classified and valued at year end. 
 
Initial adoption of IFRS 16 – Leases  
Key audit matter 
description 
 
The Group adopted IFRS 16 on 1 January 2019 when the standard became effective. IFRS 16 introduces 
significant changes to lessee accounting by removing the distinction between operating and finance leases 
and requiring the recognition of a right-of-use asset and a lease liability at commencement for all leases.  
The Group has applied IFRS 16 using the fully retrospective approach, with restatement of the comparative 
information. 
As at 31 December 2019, a lease liability of £352.8 million (2018: £460.4 million) and a right-of-use asset of 
£313.3 million (2018: £415.2 million) was recognised. 
The challenges of implementing the new standard were primarily due to a combination of the global spread 
of the Group’s operations and the following judgements made by management related to the complexities 
of IFRS 16: 
– Identification of leases; and 
– The determination of the incremental borrowing rate (“IBR”). 
Due to these factors, the initial adoption of IFRS 16 was identified as a key audit matter. 
Refer to page 67 (Audit Committee report) and notes 13 and 33 to the consolidated financial statements. 
How the scope 
of our audit 
responded to 
the key audit 
matter 
 
We performed the following procedures in response to the key audit matter identified: 
– Completed a walkthrough of the lease identification, measurement and disclosure process and 
obtained an understanding of the design and implementation of the relevant controls addressing the 
key audit matter; 
– Verified the accuracy of the underlying lease data by agreeing a representative sample of leases to their 
original contract and other supporting information;  
– Tested the reconciliation to the Group’s operating lease commitments (disclosed in Accounting Policies) in 
order to assess completeness of the leases; 
– Agreed a representative sample of the lease documents and listings to the leases identified under IFRS 16 
for completeness; 
– Inspected the general ledgers for any rental expenses that had not been identified as leases under IFRS 16; 
– Assessed the appropriateness of the discount rates applied in determining lease liabilities with the 
involvement of our valuation specialists; 
– Performed independent recalculations of a representative sample of lease liabilities and right of use assets 
at 31 December 2019 and 2018; and 
– Assessed whether the disclosures within the financial statements satisfy the requirements of IFRS 16 – 
Leases and IAS 8 Accounting Policies, Changes in Accounting Estimates and Errors.  
Key 
observations 
 
Based on the audit procedures performed we are satisfied that the IFRS 16 – Leases accounting standard has 
been appropriately adopted in 2019. 
 
 
Inchcape Annual Report and Accounts 2019
107 
STRATEGIC REPORT
GOVERNANCE
FINANCIAL STATEMENTS

Independent auditor’s report to the members of Inchcape plc continued 
Our application of materiality 
Materiality 
We define materiality as the magnitude of misstatement in the financial statements that makes it probable that the economic 
decisions of a reasonably knowledgeable person would be changed or influenced. We use materiality both in planning the scope 
of our audit work and in evaluating the results of our work. 
Based on our professional judgement, we determined materiality for the financial statements as a whole as follows: 
 
 
Group financial statements 
 
Parent company financial statements 
Materiality 
 
£16.1 million (2018: £18.0 million) 
 
£16.0 million (2018: £17.7 million) 
Basis for 
determining 
materiality 
 
Group materiality equals 5% profit before taxation adjusted 
for other asset impairments, restructuring costs and gains 
and losses on the disposal of sites and businesses. 
In the prior year Group materiality was based on 5% of profit 
before taxation and exceptional impairment, pension and 
finance costs. 
 
Parent company materiality equals 1% 
of net assets, which has been capped 
lower than Group materiality. 
In the prior year parent company 
materiality equated to 1% of net assets. 
Rationale for 
the benchmark 
applied 
 
The adjusted profit before taxation is considered to be the 
most relevant benchmark as this provides the most stable 
and comparable profit metric. 
 
As the parent company of the Group it 
does not generate significant revenues 
but instead holds investments and 
incurs costs such that net assets are 
an appropriate base to use to 
determine materiality. 
 
 
Performance materiality 
We set performance materiality at a level lower than materiality to reduce the probability that, in aggregate, uncorrected and 
undetected misstatements exceed the materiality for the financial statements as a whole. Group performance materiality was set at 
70% of Group materiality for the 2019 audit (2018: 70%). In determining performance materiality, we considered the following factors: 
a) 
the quality of the control environment and whether we were able to rely on controls; 
b) 
the low turnover in key management personnel; and 
c) 
the absence of material uncorrected adjustments in the prior year.  
Error reporting threshold 
We agreed with the Audit Committee that we would report to the Committee all audit differences in excess of £0.8 million (2018: 
£0.9 million), as well as differences below that threshold that, in our view, warranted reporting on qualitative grounds. We also report 
to the Audit Committee on disclosure matters that we identified when assessing the overall presentation of the financial statements. 
An overview of the scope of our audit 
Identification and scoping of components 
The parent company is audited directly by the Group audit team.  
We conducted our work in 19 (2018: 17) countries, engaging 21 (2018: 18) component audit teams with 25 (2018: 26) reporting 
units subject to full-scope audit procedures.  
Group materiality
£16m
PBT
Group materiality
PBT £324m
Component materiality 
range £7m to £1m 
Audit Committee 
reporting threshold £0.80m
Inchcape Annual Report and Accounts 2019
108

The reporting units where we conducted our audit work accounted for 88% (2018: 89%) of the Group’s revenue, 95% (2018: 93%) of 
the Group’s profit before taxation and exceptional items and 89% (2018: 88%) of the Group’s net assets. Our scope has increased 
to include the newly acquired Lithuanian BMW Distribution business. 
Working with other auditors 
We engaged component auditors from Deloitte member firms to perform procedures at these components under our direction and 
supervision. This approach also allows us to engage local auditors who have appropriate knowledge of local regulations to perform 
the audit work, under a common Deloitte audit approach.  
The range of component materialities applied, excluding the parent company, is £1 million to £7 million (2018: £7.6 million to 
£12.6 million). We issued detailed instructions to the component auditors, and directed and supervised their work. Senior members 
of the audit team visited 10 (2018: 13) countries during the planning and performance stages of our audit. In addition we attended 
the planning and close meeting calls for all full-scope components, engaged in frequent remote communication and reviewed 
significant component working papers.  
A dedicated member of the Group audit team is assigned to facilitate an effective and consistent approach to component 
oversight. In addition to the work performed at a component level, at Group level we have audited the consolidation process and 
carried out analytical procedures over the components not subject to full-scope audits.  
At a Group level we also performed audit procedures on centrally held balances including goodwill, lease right of use assets and 
liabilities, retirement benefit obligations, taxation, treasury, head office costs and litigation. 
Other information 
The Directors are responsible for the other information. The other information comprises the information included in the annual 
report, other than the financial statements and our auditor’s report thereon. 
Our opinion on the financial statements does not cover the other information and, except to the extent otherwise explicitly stated in 
our report, we do not express any form of assurance conclusion thereon. 
In connection with our audit of the financial statements, our responsibility is to read the other information and, in doing so, consider 
whether the other information is materially inconsistent with the financial statements or our knowledge obtained in the audit or 
otherwise appears to be materially misstated. 
If we identify such material inconsistencies or apparent material misstatements, we are required to determine whether there is a 
material misstatement in the financial statements or a material misstatement of the other information. If, based on the work we 
have performed, we conclude that there is a material misstatement of this other information, we are required to report that fact. 
In this context, matters that we are specifically required to report to you as uncorrected material misstatements of the other 
information include where we conclude that: 
– Fair, balanced and understandable – the statement given by the Directors that they consider the annual report and financial 
statements taken as a whole is fair, balanced and understandable and provides the information necessary for shareholders 
to assess the Group’s position and performance, business model and strategy, is materially inconsistent with our knowledge 
obtained in the audit; or 
– Audit Committee reporting – the section describing the work of the Audit Committee does not appropriately address matters 
communicated by us to the Audit Committee; or 
– Directors’ statement of compliance with the UK Corporate Governance Code – the parts of the Directors’ statement required 
under the Listing Rules relating to the Company’s compliance with the UK Corporate Governance Code containing provisions 
specified for review by the auditor in accordance with Listing Rule 9.8.10R(2) do not properly disclose a departure from a relevant 
provision of the UK Corporate Governance Code. 
We have nothing to report in respect of these matters. 
  – Full audit scope
  – Review at Group level  
95
5
Proﬁt before 
tax and 
exceptional 
items %
  – Full audit scope  
  – Review at Group level  
89
11
Net 
assets %
  – Full audit scope
  – Review at Group level
88
12
Revenue %
Inchcape Annual Report and Accounts 2019
109 
STRATEGIC REPORT
GOVERNANCE
FINANCIAL STATEMENTS

Independent auditor’s report to the members of Inchcape plc continued 
Responsibilities of Directors 
As explained more fully in the Directors’ responsibilities statement, the Directors are responsible for the preparation of the financial 
statements and for being satisfied that they give a true and fair view, and for such internal control as the Directors determine is 
necessary to enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error. 
In preparing the financial statements, the Directors are responsible for assessing the group’s and the parent company’s ability to 
continue as a going concern, disclosing as applicable, matters related to going concern and using the going concern basis of 
accounting unless the Directors either intend to liquidate the Group or the parent company or to cease operations, or have no 
realistic alternative but to do so. 
Auditor’s responsibilities for the audit of the financial statements 
Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from material 
misstatement, whether due to fraud or error, and to issue an auditor’s report that includes our opinion. Reasonable assurance is a 
high level of assurance, but is not a guarantee that an audit conducted in accordance with ISAs (UK) will always detect a material 
misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the 
aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these financial 
statements.  
Details of the extent to which the audit was considered capable of detecting irregularities, including fraud and non-compliance 
with laws and regulation, are set out below. 
A further description of our responsibilities for the audit of the financial statements is located on the FRC’s website at: 
www.frc.org.uk/auditorsresponsibilities. This description forms part of our auditor’s report. 
Extent to which the audit was considered capable of detecting irregularities, including fraud 
We identify and assess the risks of material misstatement of the financial statements, whether due to fraud or error, and then design 
and perform audit procedures responsive to those risks, including obtaining audit evidence that is sufficient and appropriate to 
provide a basis for our opinion. 
Identifying and assessing potential risks related to irregularities 
In identifying and assessing risks of material misstatement in respect of irregularities, including fraud and non-compliance with laws 
and regulations, we considered the following: 
– the nature of the industry and sector, control environment and business performance including the design of the Group’s 
remuneration policies, key drivers for Directors’ remuneration, bonus levels and performance targets; 
– results of our enquiries of management, internal audit, in house legal council and the Audit Committee about their own 
identification and assessment of the risks of irregularities;  
– any matters we identified having obtained and reviewed the Group’s documentation of their policies and procedures relating to: 
– identifying, evaluating and complying with laws and regulations and whether they were aware of any instances  
of non-compliance; 
– detecting and responding to the risks of fraud and whether they have knowledge of any actual, suspected or alleged fraud; 
– the internal controls established to mitigate risks of fraud or non-compliance with laws and regulations; 
– the matters discussed among the audit engagement team including significant component audit teams and involving relevant 
internal specialists, including tax, valuations, pensions and IT regarding how and where fraud might occur in the financial 
statements and any potential indicators of fraud. 
As a result of these procedures, we considered the opportunities and incentives that may exist within the organisation for fraud 
and identified the greatest potential for fraud in the following areas: the judgements related to the goodwill impairment analysis, 
disposal accounting and the valuation of used inventory. In common with all audits under ISAs (UK), we are also required to 
perform specific procedures to respond to the risk of management override. 
We also obtained an understanding of the legal and regulatory frameworks that the Group operates in, focusing on provisions 
of those laws and regulations that had a direct effect on the determination of material amounts and disclosures in the financial 
statements. The key laws and regulations we considered in this context included the UK Companies Act, Listing Rules, pensions 
legislation and tax legislation. 
In addition, we considered provisions of other laws and regulations that do not have a direct effect on the financial statements but 
compliance with which may be fundamental to the Group’s ability to operate or to avoid a material penalty. These included the 
Group’s regulatory solvency requirements and environmental regulations. 
Audit response to risks identified 
As a result of performing the above, we identified goodwill impairment and disposal accounting as key audit matters related to the 
potential risk of fraud. The key audit matters section of our report explains the matters in more detail and also describes the specific 
procedures we performed in response to those key audit matters.  
In addition to the above, our procedures to respond to risks identified included the following: 
– reviewing the financial statement disclosures and testing to supporting documentation to assess compliance with provisions of 
relevant laws and regulations described as having a direct effect on the financial statements; 
– enquiring of management, the Audit Committee and in-house legal counsel concerning actual and potential litigation and claims; 
– performing analytical procedures to identify any unusual or unexpected relationships that may indicate risks of material 
misstatement due to fraud; 
Inchcape Annual Report and Accounts 2019
110

– reading minutes of meetings of those charged with governance, reviewing internal audit reports and reviewing 
correspondence with HMRC; 
– in addressing the risk of fraud in the valuation of used inventory, we corroborated underlying data to third party data sources 
and recalculated the provision in local markets using location specific industry knowledge, considering market conditions 
and assessing whether the provision is complete and the vehicles have been recorded at the lower of cost or net realosable 
value; and 
– in addressing the risk of fraud through management override of controls, testing the appropriateness of journal entries and other 
adjustments; assessing whether the judgements made in making accounting estimates are indicative of a potential bias; and 
evaluating the business rationale of any significant transactions that are unusual or outside the normal course of business. 
We also communicated relevant identified laws and regulations and potential fraud risks to all engagement team members 
including internal specialists and significant component audit teams, and remained alert to any indications of fraud or non-
compliance with laws and regulations throughout the audit. 
Report on other legal and regulatory requirements 
Opinions on other matters prescribed by the Companies Act 2006 
In our opinion the part of the Directors’ Remuneration Report to be audited has been properly prepared in accordance with the 
Companies Act 2006. 
In our opinion, based on the work undertaken in the course of the audit: 
– the information given in the Strategic Report and the Directors’ Report for the financial year for which the financial statements 
are prepared is consistent with the financial statements; and 
– the Strategic Report and the Directors’ Report have been prepared in accordance with applicable legal requirements. 
In the light of the knowledge and understanding of the Group and the parent company and their environment obtained in 
the course of the audit, we have not identified any material misstatements in the Strategic Report or the Directors’ Report. 
Matters on which we are required to report by exception 
Adequacy of explanations received and accounting records 
Under the Companies Act 2006 we are required to report to you if, in our opinion: 
– we have not received all the information and explanations we require for our audit; or 
– adequate accounting records have not been kept by the parent company, or returns adequate for our audit have not been 
received from branches not visited by us; or 
– the parent company financial statements are not in agreement with the accounting records and returns. 
We have nothing to report in respect of these matters. 
Directors’ remuneration 
Under the Companies Act 2006 we are also required to report if in our opinion certain disclosures of Directors’ remuneration have not 
been made or the part of the Directors’ Remuneration Report to be audited is not in agreement with the accounting records and returns.  
We have nothing to report in respect of these matters. 
Other matters 
Auditor tenure 
Following the recommendation of the Audit Committee, we were appointed by the members on 25 May 2018 to audit the 
financial statements for the year ending 31 December 2018 and subsequent financial periods. The period of total uninterrupted 
engagement including previous renewals and reappointments of the firm is two years, covering the years ending 31 December 
2018 and 31 December 2019. 
Consistency of the audit report with the additional report to the Audit Committee 
Our audit opinion is consistent with the additional report to the Audit Committee we are required to provide in accordance with ISAs (UK). 
Use of our report 
This report is made solely to the Company’s members, as a body, in accordance with Chapter 3 of Part 16 of the Companies Act 
2006. Our audit work has been undertaken so that we might state to the Company’s members those matters we are required to 
state to them in an auditor’s report and for no other purpose. To the fullest extent permitted by law, we do not accept or assume 
responsibility to anyone other than the Company and the Company’s members as a body, for our audit work, for this report, or for 
the opinions we have formed. 
Anna Marks FCA (Senior statutory auditor)  
For and on behalf of Deloitte LLP 
Statutory Auditor 
London 
26 February 2020 
Inchcape Annual Report and Accounts 2019
111 
STRATEGIC REPORT
GOVERNANCE
FINANCIAL STATEMENTS

Consolidated income statement 
For the year ended 31 December 2019 
 
Notes
Before 
exceptional 
items 
2019
£m 
Exceptional 
items
(note 2)
2019
£m 
Total
2019
£m 
 Before 
exceptional 
items  
2018 
(Restated)1 
£m 
Exceptional 
items 
(note 2)  
2018 
(Restated)1 
£m 
Total
2018
(Restated)1
£m 
Revenue 
1, 3
9,379.7
–
9,379.7
9,277.0 
– 
9,277.0
Cost of sales 
(8,107.6)
– (8,107.6)
(7,975.7) 
– 
(7,975.7)
Gross profit 
1,272.1
–
1,272.1
1,301.3 
– 
1,301.3
Net operating expenses  
3
(899.0)
75.5
(823.5)
(902.7) 
(223.7) 
(1,126.4)
Operating profit  
373.1
75.5
448.6
398.6 
(223.7) 
174.9
Share of profit after tax of joint ventures and associates 
14
0.3
–
0.3
0.1 
– 
0.1
Profit before finance and tax 
373.4
75.5
448.9
398.7 
(223.7) 
175.0
Finance income  
6
24.1
–
24.1
20.1 
– 
20.1
Finance costs 
7
(71.2)
–
(71.2)
(68.2) 
(13.9) 
(82.1)
Profit before tax 
326.3
75.5
401.8
350.6 
(237.6) 
113.0
Tax  
8
(75.6)
2.5
(73.1)
(79.1) 
5.5 
(73.6)
Profit for the year 
250.7
78.0
328.7
271.5 
(232.1) 
39.4
Profit attributable to: 
 
 
– Owners of the parent 
322.9
 
 
32.4
– Non-controlling interests 
5.8
 
 
7.0
 
328.7
 
 
39.4
Basic earnings per share (pence) 
9
79.0p
 
 
7.8p
Diluted earnings per share (pence) 
9
78.4p
 
 
7.8p
1. See note 33. 
The notes on pages 126 to 176 are an integral part of these consolidated financial statements. 
Inchcape Annual Report and Accounts 2019
112

Consolidated statement of comprehensive income 
For the year ended 31 December 2019 
 
Notes 
2019 
£m 
2018
(Restated)1 
£m
Profit for the year  
 
328.7
39.4
Other comprehensive (loss) / income: 
 
Items that will not be reclassified to the consolidated income statement 
 
Defined benefit pension scheme remeasurements  
5 
(71.7)
36.4
Current tax recognised in consolidated statement of comprehensive income 
 
–
(6.1)
Deferred tax recognised in consolidated statement of comprehensive income 
17 
10.1
(0.1)
 
 
(61.6)
30.2
Items that may be or have been reclassified subsequently to the consolidated income statement 
 
Cash flow hedges 
 
(25.9)
25.4
Exchange differences on translation of foreign operations 
 
(98.6)
(9.6)
Current tax recognised in consolidated statement of comprehensive income 
 
–
(0.6)
Deferred tax recognised in consolidated statement of comprehensive income 
17 
7.0
(5.8)
 
 
(117.5)
9.4
Other comprehensive (loss) / income for the year, net of tax 
 
(179.1)
39.6
Total comprehensive income for the year  
 
149.6
79.0
 
 
Total comprehensive income attributable to: 
 
– Owners of the parent 
 
146.8
70.3
– Non-controlling interests 
 
2.8
8.7
 
 
149.6
79.0
1. See note 33. 
The notes on pages 126 to 176 are an integral part of these consolidated financial statements. 
 
Inchcape Annual Report and Accounts 2019
113 
STRATEGIC REPORT
GOVERNANCE
FINANCIAL STATEMENTS

Consolidated statement of financial position 
As at 31 December 2019 
 Notes 
2019  
£m  
2018 
(Restated)1  
£m 
1 January 
2018
(Restated)1 
£m
Non-current assets 
 
 
Intangible assets 
11
577.9 
606.0 
 639.5 
Property, plant and equipment 
12
695.1 
821.7 
 787.5 
Right-of-use assets 
13
313.3 
415.2 
 393.2 
Investments in joint ventures and associates 
14
4.3 
4.3 
 4.2 
Financial assets at fair value through other comprehensive income 
15
6.9 
6.6 
 7.3 
Trade and other receivables 
16
38.7 
52.4 
 42.3 
Deferred tax assets 
17
58.3 
33.3 
39.9 
Retirement benefit asset 
5
78.7 
116.5 
 105.9 
 
1,773.2 
2,056.0 
2,019.8
Current assets 
 
 
Inventories 
18
1,566.9 
1,851.9 
 1,768.6 
Trade and other receivables 
16
512.3 
512.6 
 462.8 
Financial assets at fair value through other comprehensive income 
15
0.2 
0.8 
 0.2 
Derivative financial instruments 
24
16.2 
92.1 
 52.4 
Current tax assets 
21.6 
22.6 
 10.1 
Cash and cash equivalents 
19
423.0 
589.3 
 926.9 
 
2,540.2 
3,069.3 
 3,221.0 
Assets held for sale and disposal group 
20
149.4 
8.9 
 13.8 
 
2,689.6 
3,078.2 
 3,234.8 
Total assets 
4,462.8 
5,134.2 
 5,254.6 
Current liabilities 
 
 
Trade and other payables 
21
(1,996.4) 
(2,356.6) 
 (2,234.9)
Derivative financial instruments 
24
(27.4) 
(13.3) 
 (21.6)
Current tax liabilities 
(82.4) 
(86.4) 
 (73.7)
Provisions 
22
(23.0) 
(20.3) 
 (22.2)
Lease liabilities 
13
(56.8) 
(66.3) 
 (56.4)
Borrowings 
23
(50.1) 
(417.0) 
 (532.8)
 
(2,236.1) 
(2,959.9) 
 (2,941.6)
Liabilities directly associated with the disposal group 
20
(106.1) 
– 
–
 
(2,342.2) 
(2,959.9) 
(2,941.6)
Non-current liabilities 
 
 
Trade and other payables 
21
(77.2) 
(67.3) 
 (58.9)
Provisions 
22
(12.9) 
(14.3) 
 (11.2)
Deferred tax liabilities 
17
(96.7) 
(92.3) 
 (73.8)
Lease liabilities 
13
(296.0) 
(394.1) 
 (365.9)
Borrowings 
23
(270.0) 
(210.0) 
 (360.5)
Retirement benefit liability 
5
(69.2) 
(34.6) 
 (33.6)
 
(822.0) 
(812.6) 
 (903.9)
Total liabilities 
(3,164.2) 
(3,772.5) 
(3,845.5)
Net assets 
1,298.6 
1,361.7 
1,409.1
Equity 
 
 
Share capital  
25
40.0 
41.6 
 41.6 
Share premium 
146.7 
146.7 
 146.7 
Capital redemption reserve 
140.6 
139.0 
 139.0 
Other reserves 
26
(190.4) 
(75.9) 
 (83.6)
Retained earnings 
27
1,141.4 
1,087.0 
 1,145.0 
Equity attributable to owners of the parent 
1,278.3 
1,338.4 
 1,388.7 
Non-controlling interests 
20.3 
23.3 
 20.4 
Total equity 
1,298.6 
1,361.7 
 1,409.1 
1. See note 33. 
The notes on pages 126 to 176 are an integral part of these consolidated financial statements. The consolidated financial statements 
on pages 112 to 176 were approved by the Board of Directors on 26 February 2020 and were signed on its behalf by: 
Stefan Bomhard, 
Group Chief Executive 
Gijsbert De Zoeten, 
Chief Financial Officer
Inchcape Annual Report and Accounts 2019
114

Consolidated statement of changes in equity 
For the year ended 31 December 2019 
 
Notes
Share 
capital
£m
Share 
premium 
£m
Capital 
redemption 
reserve
£m
Other 
reserves
(note 26) 
£m
Retained 
earnings 
(note 27)  
£m 
Equity 
attributable 
to owners of 
the parent 
£m 
Non- 
controlling 
interests
£m
Total
shareholders’
 equity
£m
At 1 January 2018 
41.6
146.7
139.0
(83.5)
1,183.5 
1,427.3 
20.6
1,447.9
Adjustment for IFRS 16 
33
–
–
–
(0.1)
(38.5) 
(38.6) 
(0.2)
(38.8)
At 1 January 2018 (restated)1 
41.6
146.7
139.0
(83.6)
1,145.0 
1,388.7 
20.4
1,409.1 
 
 
 
Profit for the year (restated)1 
–
–
–
–
32.4 
32.4 
7.0
39.4
Other comprehensive income  
for the year (restated)1 
–
–
–
7.7
30.2 
37.9 
1.7
39.6
Total comprehensive income for the year 
(restated)1 
–
–
–
7.7
62.6 
70.3 
8.7
79.0
 
 
 
Share-based payments, net of tax 
4,17
–
–
–
–
7.2 
7.2 
–
7.2
Net purchase of own shares by the 
Inchcape Employee Trust 
–
–
–
–
(12.6) 
(12.6) 
–
(12.6)
Dividends: 
 
 
– Owners of the parent 
10
–
–
–
–
(115.2) 
(115.2) 
–
(115.2)
– Non-controlling interests 
–
–
–
–
– 
– 
(5.8)
(5.8)
At 1 January 2019 (restated)1 
41.6
146.7
139.0
(75.9) 1,087.0 
1,338.4 
23.3
1,361.7
Adjustment for IFRIC 232 
–
–
–
–
6.1 
6.1 
–
6.1
 
 
 
Profit for the year 
–
–
–
–
322.9 
322.9 
5.8
328.7
Other comprehensive loss for the year 
–
–
–
(114.5)
(61.6) 
(176.1) 
(3.0)
(179.1)
Total comprehensive (loss) / income for the year  
–
–
–
(114.5)
261.3 
146.8 
2.8
149.6
 
 
 
Share-based payments, net of tax 
4,17
–
–
–
–
6.8 
6.8 
–
6.8
Share buyback programme 
25
(1.6)
–
1.6
–
(100.0) 
(100.0) 
–
(100.0)
Net purchase of own shares by the 
Inchcape Employee Trust 
–
–
–
–
(9.3) 
(9.3) 
–
(9.3)
Dividends: 
 
 
– Owners of the parent 
10
–
–
–
–
(110.5) 
(110.5) 
–
(110.5)
– Non-controlling interests 
–
–
–
–
– 
– 
(5.8)
(5.8)
At 31 December 2019 
40.0
146.7
140.6
(190.4) 1,141.4 
1,278.3 
20.3
1,298.6
1. See note 33. 
2.  See accounting policies. 
The notes on pages 126 to 176 are an integral part of these consolidated financial statements. 
Share-based payments include a net tax credit of £0.7m (current tax charge of £nil and a deferred tax credit of £0.7m)  
(2018 – net tax charge of £0.3m (current tax charge of £0.1m and a deferred tax charge of £0.2m)). 
 
Inchcape Annual Report and Accounts 2019
115 
STRATEGIC REPORT
GOVERNANCE
FINANCIAL STATEMENTS

Consolidated statement of cash flows 
For the year ended 31 December 2019 
Notes 
2019  
£m  
2018
(Restated)1 
£m
Cash generated from operating activities 
 
 
Cash generated from operations 
28a 
445.9 
581.8
Tax paid 
 
(74.1) 
(98.7)
Interest received 
 
22.0 
17.9
Interest paid 
 
(66.6) 
(64.1)
Net cash generated from operating activities 
 
327.2 
436.9
Cash flows from investing activities 
 
 
Acquisition of businesses, net of cash and overdrafts acquired 
29 
(41.2) 
(152.7)
Net cash inflow from sale of businesses 
29 
230.4 
13.4
Net cash inflow from disposal of investments in joint ventures and associates 
 
0.1 
–
Purchase of property, plant and equipment 
 
(44.9) 
(90.8)
Purchase of intangible assets 
 
(24.7) 
(34.4)
Proceeds from disposal of property, plant and equipment 
 
15.7 
25.9
Purchase of financial assets at fair value through other comprehensive income 
 
– 
(0.6)
Proceeds from sale of financial assets at fair value through other comprehensive income 
 
– 
0.5
Receipt from sub-lease receivables 
 
0.6 
1.0
Net cash generated from / (used in) investing activities 
 
136.0 
(237.7)
Cash flows from financing activities  
 
 
Share buyback programme 
 
(99.3) 
–
Net purchase of own shares by the Inchcape Employee Trust 
 
(9.3) 
(12.6)
Repayment of Private Placement loan notes 
 
(75.4) 
–
Net cash (outflow) / inflow from other borrowings 
 
(122.0) 
35.6
Payment of capital element of lease liabilities 
 
(65.7) 
(64.0)
Equity dividends paid 
10 
(110.5) 
(115.2)
Dividends paid to non-controlling interests 
 
(5.8) 
(5.8)
Net cash used in financing activities 
 
(488.0) 
(162.0)
Net (decrease) / increase in cash and cash equivalents 
28b 
(24.8) 
37.2
Cash and cash equivalents at beginning of the year 
 
463.4 
416.6
Effect of foreign exchange rate changes 
 
(59.4) 
9.6
Cash and cash equivalents at the end of the year 
 
379.2 
463.4
 
Cash and cash equivalents consist of: 
 
 
– Cash at bank and cash equivalents 
19 
321.5 
370.3
– Short-term deposits 
19 
101.5 
219.0
– Bank overdrafts 
23 
(43.8) 
(125.9)
 
 
379.2 
463.4
1. See note 33. 
The notes on pages 126 to 176 are an integral part of these consolidated financial statements.
Inchcape Annual Report and Accounts 2019
116

Accounting policies 
The consolidated financial statements have been prepared in accordance with International Financial Reporting Standards 
(IFRS) as adopted by the European Union and IFRS Interpretations Committee (IFRS IC) interpretations and with those parts of the 
Companies Act 2006 applicable to companies reporting under IFRS. Inchcape Plc is a public company limited by shares, registered 
in England and Wales.  
Accounting convention 
The consolidated financial statements have been prepared under the historical cost convention, except for financial assets at fair 
value through other comprehensive income, and those financial assets and financial liabilities (including derivative instruments) 
held at fair value through profit or loss, which are measured at fair value. 
Going concern 
Having assessed the principal risks and the other matters discussed in connection with the viability statement, the Directors have 
considered it appropriate to adopt the going concern basis of accounting in preparing the financial statements. 
Changes in accounting policies and disclosures 
The accounting policies have been applied consistently throughout the reporting period, other than in respect of IFRS 16 and IFRIC 
23 which have been newly adopted with effect from 1 January 2019. The other standards that became applicable for the current 
reporting period did not have any impact on the Group’s accounting policies and did not require retrospective adjustments.  
IFRS 16 Leases 
IFRS 16 introduces a comprehensive model for the identification of lease arrangements and accounting treatments for both lessees 
and lessors. IFRS 16 superseded the previous guidance on leases including IAS 17 Leases and the related interpretations when it 
became effective for the Group’s financial year commencing 1 January 2019. 
Under IFRS 16, the distinction between operating leases (off balance sheet) and finance leases (on balance sheet) is removed 
for lessee accounting and replaced with a model where a right-of-use asset and a corresponding liability are recognised for all 
leases by lessees. As a result, all leases are on balance sheet except for short-term leases and leases of low value assets. Payments 
associated with short-term leases and leases of low-value assets are recognised on a straight-line basis as an expense in profit 
or loss as the Group has elected to apply the transition exemptions available. Short-term leases are leases with a lease term of 
12 months or less.  
Right-of-use assets are initially measured at cost and subsequently measured at cost less accumulated depreciation. Lease 
liabilities are initially measured at the present value of the lease payments. Subsequently, lease liabilities are adjusted for interest 
and lease payments. Consequently, earnings before interest, tax, depreciation and amortisation (EBITDA) has increased because 
operating lease expenses previously included in EBITDA are now recognised instead as depreciation of the right-of-use asset 
and interest expense on the lease liability. However, there is an overall reduction in profit before tax in the early years of a lease 
because the depreciation and interest charges will exceed the previous straight-line expense incurred under IAS 17. In addition, 
the classification of cash flows has also been affected because operating lease payments under IAS 17 were presented within 
operating cash flows, whereas under IFRS 16 the payments are split into a principal and interest portion which are presented as 
financing and operating cash flows respectively. 
For leases in which the Group is a lessor, the Group has reassessed the classification of sub-leases in which the Group is a lessor. 
When the Group is an intermediary lessor it will account for its interests in the head lease and sub-lease separately. It will assess 
the lease classification of a sub-lease with reference to the right-of-use asset arising from the head lease, not with reference to the 
underlying asset. Cash flows received from the principal and interest on finance lease receivables will be classified as cash flows 
from investing activities. As required by IFRS 9 an allowance for expected credit losses will be recognised on finance lease 
receivables where appropriate. 
The Group has elected to apply the new standard on a fully retrospective basis to each prior reporting period and has accordingly 
restated the comparative information for the immediately preceding periods in accordance with IAS 8 Accounting Policies, 
Changes in Accounting Estimates and Errors. Further details of the restatement can be seen in note 33. 
On adoption of IFRS 16, the Group recognised lease liabilities in relation to leases which had previously been classified as ‘operating 
leases’ under the principles of IAS 17 Leases. These liabilities were measured at the present value of the remaining lease payments, 
discounted using the lessee’s incremental borrowing rate as of 1 January 2019. The weighted average lessee’s incremental 
borrowing rate applied to the lease liabilities on 1 January 2019 was 4.7%. 
As at 31 December 2018, the Group had non-cancellable operating lease commitments of £430.2m. When measuring lease 
liabilities for leases that were classified as operating leases, the Group discounted lease payments using incremental borrowing 
rates applicable at the date of initial application. Differences between the discounted operating lease commitment figure and total 
lease liabilities recognised relate to transition exemptions available for short-term and low-value leases recognised on a straight-line 
basis as an expense as well as adjustments as a result of a different treatment of extension and termination options. Additionally, 
finance lease liabilities of £1.8m recognised as at 31 December 2018 have been reclassified and included in total lease liabilities 
of £460.4m as at 31 December 2018. 
 
 
Inchcape Annual Report and Accounts 2019
117 
STRATEGIC REPORT
GOVERNANCE
FINANCIAL STATEMENTS

Accounting policies continued 
 
 
£m 
Operating lease commitments disclosed as at 31 December 2018 
430.2
 
Add: adjustments as a result of a different treatment of extension and termination options and additional lease 
arrangements identified 
188.9
(Less): short-term and low-value leases recognised on a straight-line basis as expense 
(3.7)
 
Discounted using the lessee’s incremental borrowing rate at the date of initial application 
(156.8)
 
Add: finance lease liabilities recognised as at 31 December 2018 
1.8
 
Lease liabilities recognised as at 1 January 2019 
460.4
IFRIC 23 Uncertainty over income tax treatments 
The Group adopted IFRIC 23 with effect from 1 January 2019 and has applied the interpretation retrospectively with the cumulative 
effect of adoption being recognised as an adjustment to the opening balance of retained earnings. Comparatives have not 
been restated. The standard clarifies the accounting for income tax when it is unclear whether a taxing authority accepts the 
tax treatment. The interpretation requires the Group to determine whether uncertain tax positions are assessed separately or as 
a group and whether it is probable that a tax authority will accept an uncertain tax treatment used, or proposed to be used, by 
an entity in its income tax filings. On adoption, the Group derecognised liabilities totalling £6.1m. 
Standards not effective at the balance sheet date 
The following standards were in issue but were not yet effective at the balance sheet date. These standards have not yet been early 
adopted by the Group, and will be applied for the Group’s financial years commencing on or after 1 January 2020: 
– Amendments to IAS 1 and IAS 8 – Definition of Material; 
– Amendments to IFRS 3 – Definition of a Business; 
– Amendments to IAS 1 – Classification of liabilities; 
– Amendments to IFRS 9, IAS 39 and IFRS 7 – Interest rate benchmark reform; and 
– IFRS 17 – Insurance contracts 
Management are currently reviewing the new standards to assess the impact that they may have on the Group’s reported position 
and performance. Management do not expect that the adoption of the standards listed above will have a material impact on the 
financial statements of the Group.  
Basis of consolidation 
The consolidated financial statements comprise the financial statements of the parent company (Inchcape plc) and all of its 
subsidiary undertakings (defined as those where the Group has control), together with the Group’s share of the results of its joint 
ventures (defined as those where the Group has joint control) and associates (defined as those where the Group has significant 
influence but not control). The results of subsidiaries are consolidated and the Group’s share of results of its joint ventures and 
associates is equity accounted for as of the same reporting date as the parent company, using consistent accounting policies.  
The results of newly acquired subsidiaries are consolidated using the acquisition method of accounting from the date on which 
control of the net assets and operations of the acquired company are effectively transferred to the Group. Similarly, the results of 
subsidiaries disposed of cease to be consolidated from the date on which control of the net assets and operations are transferred 
out of the Group. 
The Group treats transactions with non-controlling interests as transactions with equity owners of the Group. For purchases from 
non-controlling interests, the difference between any consideration paid and the relevant share acquired of the carrying value of 
net assets of the subsidiary is recorded in equity. Gains or losses on disposals to non-controlling interests are also recorded in equity. 
Investments in joint ventures and associates are accounted for using the equity method, whereby the Group’s share of post-
acquisition profits or losses is recognised in the consolidated income statement, and its share of post-acquisition movements in 
shareholders’ equity is recognised in shareholders’ equity. If the Group’s share of losses in a joint venture or associate equals or 
exceeds its investment in the joint venture or associate, the Group does not recognise further losses, unless it has contractual 
obligations or made payments on behalf of the joint venture or associate. 
Intercompany balances and transactions and any unrealised profits arising from intercompany transactions are eliminated in 
preparing the consolidated financial statements. 
Foreign currency translation 
Transactions included in the results of each of the Group’s entities are measured using the currency of the primary economic 
environment in which the entity operates (the functional currency). The consolidated financial statements are presented in 
Sterling, which is the functional currency of the parent company, Inchcape plc, and the presentation currency of the Group.  
Inchcape Annual Report and Accounts 2019
118

In the individual entities, transactions in foreign currencies are translated into the functional currency at the rates of exchange 
prevailing at the dates of the individual transactions. Monetary assets and liabilities denominated in foreign currencies are 
subsequently retranslated at the rate of exchange ruling at the end of the reporting period. All differences are taken to the 
consolidated income statement, except those arising on long-term foreign currency borrowings used to finance or hedge 
foreign currency investments which on consolidation are taken directly to other comprehensive income.  
The assets and liabilities of foreign operations are translated into Sterling at the rate of exchange ruling at the end of the reporting 
period. The income statements of foreign operations are translated into Sterling at the average rates of exchange for the period. 
Exchange differences arising from 1 January 2004 are recognised as a separate component of shareholders’ equity. On disposal 
of a foreign operation, any cumulative exchange differences held in shareholders’ equity are transferred to the consolidated 
income statement.  
Revenue, other income and cost of sales 
Revenue is measured at the fair value of consideration receivable, net of any discounts, rebates, trade allowances, incentives, 
or amounts collected on behalf of third parties. It is recognised to the extent that the transfer of promised goods or services to a 
customer has been satisfied and the revenue can be reliably measured. Revenue excludes sales-related taxes and intra-group 
transactions. In practice this means that: 
Revenue from the sale of goods is recognised when the obligation to transfer the goods to the customer has been satisfied and the 
revenue can reliably be measured. The obligation to transfer goods to the customer is considered to have been satisfied when the 
vehicles or parts are invoiced and physically dispatched or collected. 
Revenue from the rendering of services to the customer is considered to have been satisfied when the service has been undertaken. 
Where the Group acts as an agent on behalf of a principal in relation to finance, insurance and similar products, the associated 
commission income is recognised within revenue in the period in which the related finance or insurance product is sold and receipt 
of payment can be assured. 
Where a vehicle is sold to a leasing company and the Group undertakes to repurchase the vehicle for a specified value at a 
predetermined date, the sale is not recognised on the basis that the possibility of the buyback being exercised is highly likely. 
Consequently, such vehicles are retained within ‘property, plant and equipment’ in the consolidated statement of financial position 
at cost and are depreciated to their residual value over the life of the lease. The difference between the initial amounts received 
from the leasing company and the repurchase commitment is recognised as deferred income in the consolidated statement of 
financial position and is released to the consolidated income statement on a straight-line basis over the life of the lease. The 
repurchase commitment, which reflects the price at which the vehicle will be bought back, is held within ‘trade and other 
payables’, according to the date of the commitment. 
Where a vehicle is sold subject to a buyback commitment and the possibility of the buyback being exercised by the customer is 
not highly likely as the buyback price set is below the expected market value, revenue is recognised in full when the vehicle is sold. 
However, an estimate of the value of the buyback payments is deducted from revenue and deferred to the balance sheet. 
Similarly, an estimate of the value of the vehicles to be returned is deducted from cost of sales and also deferred to the balance 
sheet. These balances are considered to be contract liabilities. 
Where additional services are included in the sale of a vehicle to a customer as part of the total vehicle package (e.g. extended 
warranty, free servicing, roadside assistance, fuel coupons etc) and the Group is acting as a principal in the fulfilment of the 
service, the value of the additional services should be separately identified, deducted from consideration receivable, recognised 
as deferred revenue on the balance sheet and subsequently recognised as revenue when the service is provided, or over the 
period to which the service relates. These balances are considered to be contract liabilities. 
Finance income is recognised when it is probable that the economic benefits will flow to the Group and the amount of income 
can be measured reliably. It is accrued on a time basis by reference to the principal outstanding and at the effective interest 
rate applicable. 
Dividend income is recognised when the right to receive payment is established.  
Cost of sales includes the expense relating to the estimated cost of self-insured product warranties offered to customers. These 
warranties form part of the package of goods and services provided to the customer when purchasing a vehicle and are not 
a separable product. 
Share-based payments 
The Group operates various share-based award schemes. The fair value at the date at which the share-based awards are granted 
is recognised in the consolidated income statement (together with a corresponding credit in shareholders’ equity) on a straight-line 
basis over the vesting period, based on an estimate of the number of shares that will eventually vest. At the end of each reporting 
period, the Group revises its estimates of the number of awards that are expected to vest. The impact of any revision is recognised 
in the consolidated income statement with a corresponding adjustment to equity. 
For equity-settled share-based awards, the services received from employees are measured by reference to the fair value of 
the awards granted. With the exception of the Group Save As You Earn scheme, the vesting of all share-based awards under all 
schemes is solely reliant upon non-market conditions, therefore no expense is recognised for awards that do not ultimately vest. 
Inchcape Annual Report and Accounts 2019
119 
STRATEGIC REPORT
GOVERNANCE
FINANCIAL STATEMENTS

Accounting policies continued 
Where an employee or the Company cancels an award, the charge for that award is recognised as an expense immediately, even 
though the award does not vest. 
Finance costs 
Borrowing costs which are directly attributable to the acquisition, construction or production of a qualifying asset are capitalised as 
part of the cost of that asset from the first date on which the expenditure is incurred for the asset and until such time as the asset is 
ready for its intended use. A Group capitalisation rate is used to determine the magnitude of borrowing costs capitalised on each 
qualifying asset. This rate is the weighted average of Group borrowing costs, excluding those borrowings made specifically for the 
purpose of obtaining a qualifying asset. 
All other borrowing costs are recognised as an expense in the period in which they are incurred. 
Income tax  
The charge for current income tax is based on the results for the period as adjusted for items which are not taxed or are disallowed. 
It is calculated using tax rates that have been enacted or substantively enacted by the end of the reporting period.  
The new accounting standard covering uncertain tax positions, IFRIC 23 “Uncertainty over Income Tax Treatments”, has been 
adopted by the Group from 1 January 2019. The Group recognises provisions for uncertain tax positions when it is not probable 
that a tax authority will accept an uncertain tax treatment used, or proposed to be used, in its income tax filings. Uncertain tax 
positions are assessed and measured using management’s estimate of the most likely outcome including an assessment of 
whether uncertain tax positions should be considered separately or as a group. The Group recognises interest on late paid  
taxes as part of financing costs, and any penalties, if applicable, as part of the income tax expense.  
Deferred income tax is accounted for using the liability method in respect of temporary differences arising from differences between 
the tax bases of assets and liabilities and their carrying amounts in the consolidated financial statements.  
In principle, deferred tax liabilities are recognised for all taxable temporary differences and deferred tax assets are recognised  
to the extent that it is probable that taxable profits will be available against which deductible temporary differences can be utilised. 
Such assets and liabilities are not recognised if the temporary difference is due to goodwill arising on a business combination, or to 
an asset or liability, the initial recognition of which does not affect either taxable or accounting income. 
Deferred tax liabilities are recognised for taxable temporary differences arising on investments in subsidiaries, joint ventures and 
associates, except where the Group is able to control the reversal of the temporary difference and it is probable that the temporary 
difference will not reverse in the foreseeable future. 
Deferred tax is calculated at the tax rates that are expected to apply to the period when the asset is realised or the liability is 
settled using rates enacted or substantively enacted at the end of the reporting period. Deferred tax is charged or credited in the 
consolidated income statement, except when it relates to items credited or charged directly to shareholders’ equity, in which case 
the deferred tax is also dealt with in shareholders’ equity. 
Deferred tax assets and liabilities are only offset where there is a legally enforceable right of offset and there is an intention to settle 
balances net. 
The measurement of deferred tax liabilities and assets reflects the tax consequences that would follow from the manner in which 
the Group expects, at the end of the reporting period, to recover or settle the carrying amount of its assets and liabilities. 
Exceptional items  
In order to facilitate comparability with other companies, certain items which are material are presented as exceptional items within 
their relevant consolidated income statement category. The separate reporting of exceptional items helps provide additional useful 
information regarding the Group’s underlying business performance and is used by management to facilitate internal performance 
analysis. Examples of events which may give rise to the classification of items as exceptional include gains or losses on the disposal 
of businesses, acquisition costs, restructuring of businesses, litigation, asset impairments and exceptional tax-related matters. 
Business combinations and goodwill 
The acquisition of subsidiaries is accounted for using the acquisition method (at the point the Group gains control over a business 
as defined by IFRS 3). The cost of the acquisition is measured as the cash paid and the aggregate of the fair values, at the date of 
exchange, of other assets transferred, liabilities incurred or assumed, and equity instruments issued by the Group in exchange for 
control of the acquiree. The consideration transferred includes the fair value of any asset or liability resulting from a contingent 
consideration arrangement at the acquisition date.  
Acquisition-related costs are expensed as incurred. The acquiree’s identifiable assets, liabilities and contingent liabilities that meet 
the conditions for recognition under IFRS 3 are recognised at their fair value at the acquisition date. The Group recognises any  
non-controlling interests in the acquiree on an acquisition-by-acquisition basis, either at fair value or at the non-controlling interests’ 
proportionate share of the recognised amounts of acquiree’s identifiable net assets. 
Goodwill represents the excess of the cost of acquisition of a business combination over the Group’s share of the fair value of 
identifiable net assets of the business acquired at the date of acquisition. Goodwill is initially recognised at cost and is held in 
the functional currency of the acquired entity and revalued at the closing exchange rate at the end of each reporting period. 
Inchcape Annual Report and Accounts 2019
120

After initial recognition, goodwill is measured at cost less any accumulated impairment losses. At the date of acquisition, the 
goodwill is allocated to cash generating units for the purpose of impairment testing and is tested at least annually for impairment.  
Gains and losses on disposal of a business include the carrying amount of goodwill relating to the business sold except for goodwill 
arising on business combinations on or before 31 December 1997 which has been deducted from shareholders’ equity and 
remains indefinitely in shareholders’ equity. 
Other intangible assets 
Intangible assets, when acquired separately from a business (including computer software), are carried at cost less accumulated 
amortisation and impairment losses. Cost comprises the purchase price from third parties as well as internally generated 
development costs where relevant. Amortisation is provided on a straight-line basis to allocate the cost of the asset over its 
estimated useful life, which in the case of computer software is three to eight years. Amortisation is recognised in the consolidated 
income statement within ‘net operating expenses’. 
Intangible assets acquired as part of a business combination are capitalised separately from goodwill if the benefit of the 
intangible asset is obtained through contractual or other legal rights and the fair value can be measured reliably on initial 
recognition. The principal intangible assets are agreements with manufacturers for the distribution of New vehicles and parts, 
which represent the estimated value of distribution rights acquired in business combinations. Such agreements have varying terms 
and periods of renewal and have historically been renewed indefinitely without substantial cost. The Group therefore expects these 
agreements to be renewed indefinitely and accordingly no amortisation is charged on these assets. The Group assesses these 
distribution rights for impairment on an annual basis. 
Other intangible assets acquired in a business combination may include order books and customer contracts. These intangible 
assets are amortised on a straight-line basis over their estimated useful life, which is generally less than a year.  
Property, plant and equipment 
Property, plant and equipment is stated at cost less accumulated depreciation and impairment losses. Cost comprises the 
purchase price and directly attributable costs of the asset and includes, where relevant, capitalised borrowing costs. Depreciation 
is based on cost less estimated residual value and is included within ‘net operating expenses’ in the consolidated income 
statement, with the exception of depreciation on ‘interest in leased vehicles’ which is charged to ‘cost of sales’. It is provided on 
a straight-line basis over the estimated useful life of the asset, except for freehold land which is not depreciated. For the following 
categories, the annual rates used are:  
Freehold buildings and long leasehold buildings  
2.0% 
Short leasehold buildings  
shorter of lease term or useful life 
Plant, machinery and equipment  
5.0% – 33.3% 
Interest in leased vehicles  
over the lease term 
The residual values and useful lives of all assets are reviewed at least at the end of each reporting period and adjusted if necessary. 
Impairment of non-financial assets 
Assets that are subject to amortisation or depreciation are reviewed for impairment whenever events or circumstances indicate that 
the carrying amount may not be recoverable. Any impairment losses are included within ‘net operating expenses’ in the 
consolidated income statement. 
In addition, goodwill is not subject to amortisation but is tested at least annually for impairment. An impairment loss is recognised 
for the amount by which the asset’s carrying amount exceeds its recoverable amount, the latter being the higher of the asset’s 
fair value less costs to sell and value in use. Value in use calculations are performed using cash flow projections, discounted at 
a pre-tax rate which reflects the asset specific risks and the time value of money.  
The provision for impairment of receivables is based on lifetime expected credit losses. Lifetime expected credit losses are 
calculated by assessing historic credit loss experience, adjusted for factors specific to the receivable and company. The amount 
of the loss is recognised in the consolidated income statement within ‘net operating expenses’. When a trade receivable is not 
collectible, it is written off against the allowance account for trade receivables. Subsequent recoveries of amounts previously 
written off are credited against ‘net operating expenses’ in the consolidated income statement. 
Non-financial assets, other than goodwill, which have previously been impaired, are reviewed for possible reversal of the 
impairment at each reporting date. 
Inventories 
Inventories are stated at the lower of cost and net realisable value. Cost comprises expenditure incurred in bringing inventories 
to their present location and condition. Net realisable value represents the estimated selling price less all estimated costs of 
completion and costs to be incurred in marketing, selling and distribution. Used vehicles are carried at the lower of cost or fair 
value less costs to sell, generally based on external market data available for Used vehicles. 
Vehicles held on consignment are included within inventories as the Group is considered to have the risks and rewards of 
ownership. The corresponding liability is included within ‘trade and other payables’.  
Inchcape Annual Report and Accounts 2019
121 
STRATEGIC REPORT
GOVERNANCE
FINANCIAL STATEMENTS

Accounting policies continued 
Inventory can be held on deferred payment terms. All costs associated with this deferral are expensed in the period in which they 
are incurred. 
An inventory provision is recognised in situations where net realisable value is likely to be less than cost (such as obsolescence, 
deterioration, fall in selling price). When calculating the provision, management considers the nature and condition of the 
inventory, as well as applying assumptions around anticipated saleability, determined on conditions that exist at the end of the 
reporting period. With the exception of parts, generally net realisable value adjustments are applied on an item-by-item basis. 
Trade receivables 
Trade receivables are amounts due from customers for goods sold or services performed in the ordinary course of business. These 
are recognised as current assets if collection is due in one year or less. If collection is due in over a year, they are presented as  
non-current assets. 
Trade receivables are recognised initially at fair value and subsequently measured at amortised cost using the effective interest 
method, less provision for impairment. A provision for impairment is established based on an expected credit loss model under 
IFRS 9. The amount of the provision is the difference between the asset’s carrying amount and the expected value of the amounts 
to be received. 
Trade payables 
Trade payables are obligations to pay for goods or services that have been acquired in the ordinary course of business. These 
are classified as current liabilities if payment is due in one year or less. If payment is due at a later date, they are presented as  
non-current liabilities.  
Trade payables are recognised initially at fair value and subsequently measured at amortised cost using the effective 
interest method.  
Trade payables include the liability for vehicles held on consignment, with the corresponding asset included within inventories. 
Borrowings 
Borrowings are recognised initially at fair value, net of transaction costs incurred, and are subsequently stated at amortised cost. 
Any difference between the proceeds (net of transaction costs) and the redemption value is recognised in the consolidated 
income statement over the period of the borrowings, using the effective interest method. 
Pensions and other post-retirement benefits 
The Group operates a number of retirement benefit schemes.  
The major schemes are defined benefit pension funds with assets held separately from the Group. The cost of providing benefits 
under the plans is determined separately for each plan using the projected unit credit actuarial valuation method. 
The current service cost and gains and losses on settlements and curtailments are included in ‘cost of sales’ or ‘net operating 
expenses’ in the consolidated income statement. Past service costs are similarly recognised in the consolidated income statement. 
Administrative scheme expenses associated with the plans are recorded within ‘net operating expenses’ when incurred, in line with 
IAS 19 (revised). Net interest income or interest cost relating to the funded defined benefit pension plans is included within ‘finance 
income’ or ‘finance costs’, as relevant, in the consolidated income statement. 
Changes in the retirement benefit obligation or asset due to experience and changes in actuarial assumptions are included in the 
consolidated statement of comprehensive income, as actuarial gains and losses, in full in the period in which they arise. 
Where scheme assets exceed the defined benefit obligation, a net asset is only recognised to the extent that an economic benefit 
is available to the Group, in accordance with the terms of the scheme and, where relevant, statutory requirements. 
The Group’s contributions to defined contribution plans are charged to the consolidated income statement in the period to which 
the contributions relate. 
The Group also has a liability in respect of past employees under post-retirement healthcare schemes which have been closed to 
new entrants. These schemes are accounted for on a similar basis to that for defined benefit pension plans in accordance with the 
advice of independent qualified actuaries.  
Provisions 
Provisions are recognised when the Group has a present obligation in respect of a past event, when it is more likely than not that 
an outflow of resources will be required to settle the obligation and where the amount can be reliably estimated. Provisions are 
discounted when the time value of money is considered to be material, using an appropriate risk-free rate on government bonds.  
Product warranty provision 
A product warranty provision corresponds to warranties provided as part of the sale of a vehicle and provide assurance to the 
customer that the product will work as sold. Provision is made for the expected cost of labour and parts based on historical claims 
experience and expected future trends.  
Inchcape Annual Report and Accounts 2019
122

Leasehold property provision 
A leasehold property provision is recognised when the Group is committed to certain leasehold premises for which it no longer has 
a commercial use. It is made to the extent of the estimated future net cost, excluding the lease liability already recognised under 
IFRS 16. A leasehold property provision is also recognised when there is future obligation relating to the maintenance of leasehold 
properties. The provision is based on management’s best estimate of the obligation which forms part of the Group’s unavoidable 
cost of meeting its obligations under the lease contracts. 
Litigation provision 
A litigation provision is recognised when a litigation case is outstanding at the end of the reporting period and there is a likelihood 
that the legal claim will be settled.  
Disposal group and assets held for sale  
Where the Group is committed to a plan to sell and is actively marketing a business and disposal is expected within one year 
of the date of classification as held for sale, the assets and liabilities of the associated businesses are separately disclosed in the 
consolidated statement of financial position as a disposal group. Assets and liabilities are classified as assets held for sale if their 
carrying amount is to be recovered principally through a sale transaction rather than through continuing use. Both disposal 
groups and assets and liabilities held for sale are stated at the lower of their carrying amount and fair value less costs to sell. 
Segmental reporting 
Segment information is reported in accordance with IFRS 8 Operating segments, which requires segmental reporting to be 
presented on the same basis as the internal management reporting. The Group’s operating segments are countries or groups 
of countries and the market channels, Distribution and Retail. These operating segments are then aggregated into reporting 
segments to combine those with similar characteristics. The accounting policies of the reportable segments are the same as 
the Group’s accounting policies described in this note.  
Financial instruments 
The Group classifies its financial instruments in the following categories: measured at amortised cost; measured at fair value 
through profit and loss; and measured at fair value through other comprehensive income. The classification is determined at 
initial recognition and depends on the purpose for which the financial instruments are required.  
Measured at amortised cost includes non-derivative financial assets and liabilities with fixed or determinable payments that are not 
quoted in an active market. Financial assets are included in current assets, except where the maturity date is more than 12 months 
after the end of the reporting period. They are initially recorded at fair value and subsequently recorded at amortised cost. Financial 
liabilities are included in current liabilities, except where the maturity date is more than 12 months after the end of the reporting 
period. They are initially measured at original cost, less amortisation or provisions raised. 
Measured at fair value through profit and loss includes derivative financial assets and liabilities, which are further explained below. 
They are classified according to maturity date, within current and non-current assets and liabilities respectively. 
Measured at fair value through other comprehensive income includes derivative financial assets and liabilities, which are further 
explained below, and available for sale financial assets such as bonds and equity investments. Derivative financial assets and 
liabilities are included in current assets and liabilities, except where the maturity date is more than 12 months after the end of the 
reporting period. Financial assets at fair value through other comprehensive income are classified as non-current assets unless 
management intends to dispose of them within 12 months of the end of the reporting period and are held at fair value.  
Cash and cash equivalents 
Cash and cash equivalents in the consolidated statement of financial position comprise cash at bank and in hand, short-term 
bank deposits and money market funds.  
In the consolidated statement of cash flows, cash and cash equivalents comprise cash and cash equivalents, as defined above, 
net of bank overdrafts.  
Offsetting  
Netting in the consolidated statement of financial position only occurs to the extent that there is the legal ability and intention to 
settle net. As such, bank overdrafts are presented in current liabilities to the extent that there is no intention to offset with the 
cash balance. 
 
 
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123 
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GOVERNANCE
FINANCIAL STATEMENTS

Accounting policies continued 
Derivative financial instruments  
An outline of the objectives, policies and strategies pursued by the Group in relation to its financial instruments is set out in note 
24 to the consolidated financial statements. 
Derivatives are initially recognised at fair value on the date a derivative contract is entered into and are subsequently re-measured 
at their fair value. The method of recognising the resulting gain or loss depends on whether the derivative is designated as a 
hedging instrument, and if so, the nature of the item being hedged. The Group designates certain derivatives as:  
– hedges of the fair value of recognised assets or liabilities or a firm commitment (fair value hedge); or 
– hedges of a particular risk associated with a recognised asset or liability or a highly probable forecast transaction  
(cash flow hedge). 
Fair value hedge 
Changes in the fair value of derivatives that are designated and qualify as fair value hedges are recorded in the consolidated 
income statement, together with any changes in the fair value of the hedged asset or liability that are attributable to the hedged 
risk. The Group only applies fair value hedge accounting for hedging fixed interest risk on borrowings and future fixed amount 
currency liabilities (on its cross-currency interest rate swaps). The gain or loss relating to the effective portion of interest rate swaps 
hedging fixed rate borrowings and changes in the fair value of those borrowings are recognised in the consolidated income 
statement within ‘finance costs’. The gain or loss relating to the ineffective portion is also recognised in the consolidated 
income statement within ‘finance costs’. 
Cash flow hedge 
For cash flow hedges that meet the conditions for hedge accounting, the portion of the gains or losses on the hedging instrument 
that is determined to be an effective hedge is recognised directly in other comprehensive income and the ineffective portion is 
recognised within ‘net operating expenses’ in the consolidated income statement. When the hedged forecast transaction results in 
the recognition of a non-financial asset or liability then, at the time the asset or liability is recognised, the associated gains or losses 
that had previously been recognised in other comprehensive income are included in the initial measurement of the acquisition 
cost or other carrying amount of the asset or liability. For all other cash flow hedges, the gains or losses that are recognised in other 
comprehensive income are transferred to the consolidated income statement in the same period in which the hedged forecast 
transaction affects the consolidated income statement. 
Financial assets at fair value through other comprehensive income 
Financial assets at fair value through other comprehensive income are primarily equity instruments that the Group has elected 
to recognise the changes in fair value of in other comprehensive income. They are recognised initially at fair value and are  
re-measured subsequently at fair value with gains and losses arising from changes in fair value recognised directly in equity 
and presented in the Group statement of comprehensive income. Cumulative gains and losses on equity instruments at fair 
value through other comprehensive income are not recycled to the Group income statement. 
Share capital 
Ordinary shares are classified as equity. Where the Group purchases the Group’s equity share capital (treasury shares), the 
consideration paid is deducted from shareholders’ equity until the shares are cancelled, reissued or disposed of. Where such 
shares are subsequently sold or reissued, any consideration received is included in shareholders’ equity.  
Dividends 
Final dividends proposed by the Board of Directors and unpaid at the year-end are not recognised in the consolidated financial 
statements until they have been approved by the shareholders at the Annual General Meeting. Interim dividends are recognised 
when they are paid. 
Critical accounting judgements and sources of estimation uncertainty 
The preparation of financial statements in accordance with generally accepted accounting principles requires the use of estimates 
and assumptions that affect the reported amounts of assets and liabilities at the date of the financial statements and the reported 
amounts of revenues and expenses during the reporting period. Although these estimates are based on management’s best 
knowledge, actual results may ultimately differ from those estimates. The estimates and underlying assumptions are reviewed 
on an ongoing basis. The Directors have made a number of estimates and assumptions regarding the future, and made some 
significant judgements in applying the Group’s accounting policies. These are discussed below: 
Sources of estimation uncertainty 
For the sources of estimation uncertainty below, there is no significant risk that a material adjustment to the carrying amount of 
assets or liabilities may be required as a result of changes in the assumptions or estimates in the next period. 
Impairment of goodwill and other indefinite life intangible assets 
Goodwill and other indefinite life intangible assets are tested at least annually for impairment in accordance with the accounting 
policy set out above. The recoverable amount of cash generating units is determined based on value in use calculations. These 
impairment calculations require the use of estimates including projected future cash flows (see note 11). 
Inchcape Annual Report and Accounts 2019
124

Incentives and other rebates from brand partners 
The Group receives income in the form of various incentives which are determined by our brand partners. The amount we receive 
is generally based on achieving specific objectives, such as a specified sales volume, as well as other objectives including 
maintaining brand partner standards which may include, but are not limited to, retail centre image and design requirements, 
customer satisfaction survey results and training standards. Objectives are generally set and measured on either a quarterly 
or annual basis. 
Where incentives are based on a specific sales volume or number of registrations, the related income is recognised as a reduction 
in cost of sales when it is reasonably certain that the income has been earned. This is generally the later of the date the related 
vehicles are sold or registered or when it is reasonably certain that the related target will be met. Where incentives are linked to 
retail centre image and design requirements, customer satisfaction survey results or training standards, they are recognised as 
a reduction in cost of sales when it is reasonably certain that the incentive will be received for the relevant period. 
The Group may also receive contributions towards advertising and promotional expenditure. Where such contributions are 
received, they are recognised as a reduction in the related expenditure in the period to which they relate. 
Tax 
The Group is subject to income taxes in the jurisdictions in which it operates. Some degree of estimation is required in determining 
the worldwide provision for income taxes (see note 8). There are a number of transactions and calculations during the ordinary 
course of business for which the ultimate tax determination is uncertain. Where the final tax outcome of these matters is different 
from the amounts that were initially recorded, such differences will impact the current tax and deferred tax provisions in the period 
in which such determination is made. Where such issues exist, no single item is expected to give rise to a material adjustment in 
the following or subsequent years. 
In addition, the recognition of deferred tax assets is dependent upon an estimation of future taxable profits that will be available 
against which deductible temporary differences can be utilised (see notes 8 and 17). In the event that actual taxable profits are 
different, such differences may impact the carrying value of such deferred tax assets in future periods or extend the period over 
which the deferred tax assets are utilised.  
Pensions and other post-retirement benefits – assumptions 
Pension and other post-retirement benefit liabilities are determined based on the actuarial assumptions detailed in note 5. 
A number of these assumptions require estimates to be made, including the rate of inflation and expected mortality rates. These 
assumptions are subject to a review on an annual basis and are determined in conjunction with an external actuary. The use of 
different assumptions could have a material effect on the value of the relevant liabilities and could result in a material change to 
amounts recognised in the income statement over time. 
Pensions – discount rate 
The Group’s defined benefit obligations are discounted at a rate set by reference to market yields at the end of the reporting 
period on high quality corporate bonds. Significant judgement is required when setting the criteria for bonds to be included in 
the population from which the yield curve is derived. The most significant criteria considered for the selection of bonds include 
the issue size of the corporate bonds, quality of the bonds and the identification of outliers which are excluded. 
Discount rate applied to leases 
In calculating the present value of lease payments, the Group uses the incremental borrowing rate at the lease commencement 
date if the interest rate implicit in the lease is not readily determinable. To arrive at the incremental borrowing rate the Group applies 
the respective country’s (economic environment) risk free rate for the term corresponding to the lease term, adjusted for the 
Group’s credit risk.  
Impairment of property, plant and equipment, intangible assets and right-of-use assets 
Property, plant and equipment, intangible assets and right-of-use assets are reviewed for impairment if events or circumstances 
indicate that the carrying value may not be recoverable. When an impairment review is carried out, the recoverable value is 
determined based on value in use calculations which require estimates to be made of future cash flows (see notes 11, 12 and 13). 
Critical accounting judgements 
Right-of-use assets and lease liabilities – extension and termination options 
In determining the lease term, management considers all facts and circumstances that create an economic incentive to exercise 
an extension option, or not exercise a termination option. Extension options (or periods after termination options) are only included 
in the lease term if the lease is reasonably certain to be extended (or not terminated). The assessment is reviewed if a significant 
event or a significant change in circumstances occurs which affects this assessment and that is within the control of the lessee.  
Inchcape Annual Report and Accounts 2019
125 
STRATEGIC REPORT
GOVERNANCE
FINANCIAL STATEMENTS

Notes to the financial statements 
1 
Segmental analysis 
The Group has eight reportable segments which have been identified based on the operating segments of the Group that are 
regularly reviewed by the chief operating decision-maker, which has been determined to be the Executive Committee, in order to 
assess performance and allocate resources. Operating segments are then aggregated into reporting segments to combine those 
with similar economic characteristics. The following summary describes the operations of each of the Group’s reportable segments: 
Distribution 
Australasia 
Distribution of New vehicles and parts in Australia and New Zealand together with associated 
marketing and logistics operations. Sale of New and Used vehicles in Australia where the 
Group is also the Distributor of those vehicles, together with associated Aftersales activities 
of service, bodyshop repairs and parts sales. 
 
UK and Europe  
Distribution of New vehicles and parts, together with associated marketing activities, 
in European markets. Sale of New and Used vehicles in Europe where the Group is also 
the Distributor of those vehicles, together with associated Aftersales activities of service, 
bodyshop repairs and parts sales. 
 
Asia 
Exclusive distribution and sale of New vehicles and parts in Asian markets, together with 
associated Aftersales activities of service and bodyshop repairs. 
 
Emerging Markets 
Distribution of New vehicles and parts in growing markets, together with associated Aftersales 
activities of service and bodyshop repairs. 
Retail 
Australasia 
Sale of New and Used vehicles in Australia together with associated Aftersales activities of 
service, bodyshop repairs and parts sales. 
 
UK and Europe 
Sale of primarily New and Used premium vehicles in European markets, together with 
associated Aftersales activities of service, bodyshop repairs and parts sales. 
 
Emerging Markets 
Sale of New and Used vehicles in growing markets together with associated Aftersales 
activities of service, bodyshop repairs and parts sales. 
Central 
 
Comprises the Group’s head office function and includes all central activities including the 
Board, finance, human resources, marketing, governance and global information services. 
 
 
 
 
 
 
Distribution 
2019 
 Australasia 
£m 
 UK
 and Europe
£m 
 Asia  
£m 
 Emerging 
 Markets 
£m  
 Total
 Distribution 
£m 
Revenue 
 
 
Total revenue 
1,036.3
1,329.6
1,681.9 
993.5 
5,041.3
Results  
 
 
Trading profit / (loss) 
60.8
43.7
181.9 
67.8 
354.2
Operating exceptional items  
–
–
24.2 
(0.5) 
23.7
Operating profit / (loss) after exceptional items  
60.8
43.7
206.1 
67.3 
377.9
Share of profit after tax of joint ventures and associates  
 
 
Profit before finance and tax  
 
 
Finance income  
 
 
Finance costs  
 
 
Profit before tax  
 
 
Tax  
 
 
Profit for the year  
 
 
Inchcape Annual Report and Accounts 2019
126

1 
Segmental analysis continued 
 
 
 
 
Retail 
 
 
 
2019 
 Australasia 
£m 
 UK
 and Europe
£m 
 Emerging 
Markets
£m 
 Total 
Retail 
£m 
 Total pre 
Central  
£m 
 Central
£m 
 Total
£m 
Revenue 
 
Total revenue  
306.7
3,004.9
1,026.8
4,338.4
9,379.7 
–
9,379.7
Results  
 
Trading profit / (loss) 
(1.4)
17.5
20.0
36.1
390.3 
(17.2)
373.1
Operating exceptional items  
(18.0)
72.7
–
54.7
78.4 
(2.9)
75.5
Operating profit / (loss) after 
exceptional items  
(19.4)
90.2
20.0
90.8
468.7 
(20.1)
448.6
Share of profit after tax of joint ventures  
and associates  
 
0.3
Profit before finance and tax  
 
448.9
Finance income  
 
24.1
Finance costs  
 
(71.2)
Profit before tax  
 
401.8
Tax  
 
(73.1)
Profit for the year  
 
328.7
Net finance costs of £47.1m are not allocated to individual segments. 
The Group’s reported segments are based on the location of the Group’s assets. Revenue earned from sales is disclosed by origin 
and is not materially different from revenue by destination. Revenue is further analysed as follows: 
2019 
 
£m 
UK  
 
2,808.8
Rest of the world  
 
6,570.9
Group  
 
9,379.7
Inchcape Annual Report and Accounts 2019
127 
STRATEGIC REPORT
GOVERNANCE
FINANCIAL STATEMENTS

Notes to the financial statements continued 
1 
Segmental analysis continued 
 
 
 
 
 
 Distribution 
2019 
 Australasia 
£m 
 UK
and Europe 
£m 
 Asia  
£m 
 Emerging 
 Markets 
£m 
 Total
 Distribution
£m 
Segment assets and liabilities  
 
 
Segment assets  
215.4
332.5
288.9 
413.2 
1,250.0
Other current assets  
 
 
Other non-current assets  
 
 
Segment liabilities  
(368.1)
(305.3)
(378.8) 
(297.9) 
(1,350.1)
Other liabilities  
 
 
Net assets  
 
 
Segment assets include net inventory, receivables and derivative assets. Segment liabilities include payables, provisions and 
derivative liabilities. 
 
 
 
 
 
 Distribution 
2019 
 Australasia 
£m 
 UK
and Europe 
£m 
 Asia  
£m 
 Emerging 
 Markets  
£m 
 Total
 Distribution 
£m 
Other segment items  
 
 
Capital expenditure:  
 
 
– Property, plant and equipment  
2.6
4.2
3.7 
10.3 
20.8
– Interest in leased vehicles  
–
0.3
7.5 
0.5 
8.3
– Right-of-use assets 
0.6
–
9.6 
4.7 
14.9
– Intangible assets  
1.5
2.6
1.9 
3.0 
9.0
Depreciation:  
 
 
– Property, plant and equipment  
3.0
3.4
8.8 
8.5 
23.7
– Interest in leased vehicles  
0.2
–
3.9 
1.4 
5.5
– Right-of-use assets 
9.7
4.5
25.3 
11.8 
51.3
Amortisation of intangible assets  
3.2
2.0
2.5 
1.4 
9.1
Impairment of goodwill 
–
–
– 
– 
–
Impairment of other intangible assets 
–
–
– 
– 
–
Impairment of property, plant and equipment 
1.8
–
– 
– 
1.8
Impairment of right-of-use assets 
3.8
–
– 
– 
3.8
Impairment of disposal group 
–
–
– 
– 
–
Net provisions charged / (credited) to the consolidated 
income statement 
0.7
4.6
(2.4) 
0.6 
3.5
Net provisions include inventory, trade receivables impairment and other liability provisions. 
 
 
 
 
Retail  
 
2019 
Australasia 
£m 
 UK
and Europe 
£m 
 Emerging 
Markets  
£m 
 Total  
Retail  
£m 
 Total 
£m 
Segment assets and liabilities  
 
 
Segment assets  
30.0
647.2
163.7 
840.9 
2,090.9
Other current assets  
 
 
636.8
Other non-current assets  
 
 
1,735.1
Segment liabilities  
(17.8)
(623.6)
(93.0) 
(734.4) 
(2,084.5)
Other liabilities  
 
 
(1,079.7)
Net assets  
 
 
1,298.6
Inchcape Annual Report and Accounts 2019
128

1 
Segmental analysis continued 
Segment assets include net inventory, receivables and derivative assets. Segment liabilities include payables, provisions and 
derivative liabilities. 
 
 
 
 
 Retail 
 
 
 
2019 
 Australasia 
£m 
 UK
and Europe 
£m 
 Emerging 
Markets
£m 
 Total 
Retail 
£m 
 Total pre 
Central  
£m 
 Central 
£m 
 Total 
£m 
Other segment items  
 
Capital expenditure:  
 
– Property, plant and equipment  
–
16.9
5.4
22.3
43.1 
0.2
43.3
– Interest in leased vehicles  
–
0.8
–
0.8
9.1 
–
9.1
– Right-of-use assets 
–
4.5
5.1
9.6
24.5 
1.8
26.3
– Intangible assets  
2.3
0.6
0.2
3.1
12.1 
13.1
25.2
Depreciation:  
 
– Property, plant and equipment  
2.4
12.3
4.1
18.8
42.5 
0.1
42.6
– Interest in leased vehicles  
–
1.4
–
1.4
6.9 
–
6.9
– Right-of-use assets 
3.2
9.0
2.3
14.5
65.8 
0.5
66.3
Amortisation of intangible assets  
–
3.4
1.4
4.8
13.9 
2.1
16.0
Impairment of goodwill 
–
–
–
–
– 
–
–
Impairment of other intangible assets 
0.7
–
–
0.7
0.7 
–
0.7
Impairment of property, plant and equipment 
–
3.0
–
3.0
4.8 
–
4.8
Impairment of right-of-use assets 
4.9
–
–
4.9
8.7 
–
8.7
Impairment of disposal group 
–
2.8
–
2.8
2.8 
–
2.8
Net provisions charged / (credited)  
to the consolidated income statement 
(1.4)
24.6
1.3
24.5
28.0 
0.4
28.4
Net provisions include inventory, trade receivables impairment and other liability provisions. 
 
 
 
 
 
Distribution 
2018 (Restated)1 
 Australasia 
£m 
 UK
 and Europe
£m 
 Asia  
£m 
 Emerging
 Markets
£m 
 Total
 Distribution 
£m 
Revenue 
 
Total revenue 
1,198.4
1,145.5
1,687.7 
956.5
4,988.1
Results  
 
Trading profit / (loss) 
89.4
34.7
172.2 
86.5
382.8
Operating exceptional items  
–
(4.5)
– 
(1.8)
(6.3)
Operating profit / (loss) after exceptional items  
89.4
30.2
172.2 
84.7
376.5
Share of profit after tax of joint ventures and associates  
 
Profit before finance and tax  
 
Finance income  
 
Finance costs  
 
Profit before tax  
 
Tax  
 
Profit for the year  
 
1. See note 33. 
Inchcape Annual Report and Accounts 2019
129 
STRATEGIC REPORT
GOVERNANCE
FINANCIAL STATEMENTS

Notes to the financial statements continued 
1 
Segmental analysis continued 
 
 
 
 
Retail 
 
 
 
2018 (Restated)1 
 Australasia 
£m 
 UK
 and Europe
£m 
 Emerging 
Markets
£m 
 Total 
Retail 
£m 
 Total pre 
Central  
£m 
 Central 
£m  
 Total
£m 
Revenue 
 
 
Total revenue  
382.2
3,057.6
849.1
4,288.9
9,277.0 
– 
9,277.0
Results  
 
 
Trading profit / (loss) 
(5.8)
17.7
20.2
32.1
414.9 
(16.3) 
398.6
Operating exceptional items  
–
(206.6)
–
(206.6)
(212.9) 
(10.8) 
(223.7)
Operating profit / (loss) after  
exceptional items  
(5.8)
(188.9)
20.2
(174.5)
202.0 
(27.1) 
174.9
Share of profit after tax of joint ventures 
and associates  
 
 
0.1
Profit before finance and tax  
 
 
175.0
Finance income  
 
 
20.1
Finance costs  
 
 
(82.1)
Profit before tax  
 
 
113.0
Tax  
 
 
(73.6)
Profit for the year  
 
 
39.4
1. See note 33. 
Net finance costs of £62.0m are not allocated to individual segments and include an exceptional charge of £13.9m which 
represents a non-recurring correction to the fair value basis of assessment of the Group’s Private Placement loan notes relating 
to prior periods. 
The Group’s reported segments are based on the location of the Group’s assets. Revenue earned from sales is disclosed by origin 
and is not materially different from revenue by destination. Revenue is further analysed as follows: 
2018 
 
 
£m 
UK  
 
 
2,892.5
Rest of the world  
 
 
6,384.5
Group  
 
 
9,277.0
 
 
 
 
 
 
 Distribution 
2018 (Restated)1 
 Australasia 
£m 
 UK
and Europe 
£m 
 Asia  
£m 
 Emerging 
 Markets 
£m 
 Total
 Distribution
£m 
Segment assets and liabilities  
 
 
Segment assets  
299.1
335.6
359.2 
380.2 
1,374.1
Other current assets  
 
 
Other non-current assets  
 
 
Segment liabilities  
(427.9)
(282.5)
(430.0) 
(296.6) 
(1,437.0)
Other liabilities  
 
 
Net assets  
 
 
1. See note 33. 
Segment assets include net inventory, receivables and derivative assets. Segment liabilities include payables, provisions and 
derivative liabilities. 
Inchcape Annual Report and Accounts 2019
130

1 
Segmental analysis continued 
 
 
 
 
 
 Distribution 
2018 (Restated)1 
 Australasia 
£m 
 UK
and Europe 
£m 
 Asia  
£m 
 Emerging
 Markets 
£m 
 Total
 Distribution 
£m 
Other segment items  
 
Capital expenditure:  
 
– Property, plant and equipment  
8.7
6.3
8.6 
14.0
37.6
– Interest in leased vehicles  
1.9
0.1
8.0 
2.4
12.4
– Right-of-use assets 
23.2
0.7
12.2 
15.5
51.6
– Intangible assets  
3.0
4.4
2.5 
3.6
13.5
Depreciation:  
 
– Property, plant and equipment  
4.6
3.1
8.6 
8.0
24.3
– Interest in leased vehicles  
–
0.1
3.6 
0.8
4.5
– Right-of-use assets 
8.5
4.0
25.1 
11.3
48.9
Amortisation of intangible assets  
2.9
1.8
2.0 
1.5
8.2
Impairment of goodwill 
–
–
– 
–
–
Impairment of other intangible assets 
–
–
– 
–
–
Impairment of property, plant and equipment 
–
4.5
– 
–
4.5
Impairment of right-of-use assets 
–
–
– 
–
–
Net provisions charged / (credited)  
to the consolidated income statement 
2.1
4.5
1.6 
0.6
8.8
1. See note 33. 
Net provisions include inventory, trade receivables impairment and other liability provisions. 
 
 
 
 
Retail 
 
2018 (Restated)1 
 Australasia 
£m 
 UK
and Europe 
£m 
 Emerging 
Markets  
£m 
 Total 
Retail 
£m 
 Total 
£m 
Segment assets and liabilities  
 
Segment assets  
119.3
818.0
131.0 
1,068.3
2,442.4
Other current assets  
 
635.8
Other non-current assets  
 
2,056.0
Segment liabilities  
(114.4)
(793.2)
(83.8) 
(991.4)
(2,428.4)
Other liabilities  
 
(1,344.1)
Net assets  
 
1,361.7
1. See note 33. 
Segment assets include net inventory, receivables and derivative assets. Segment liabilities include payables, provisions and 
derivative liabilities. 
Inchcape Annual Report and Accounts 2019
131 
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GOVERNANCE
FINANCIAL STATEMENTS

Notes to the financial statements continued 
1 
Segmental analysis continued 
 
 
 
 
 Retail 
 
 
 
2018 (Restated)1 
 Australasia 
£m 
 UK
and Europe 
£m 
 Emerging 
Markets
£m 
 Total 
Retail 
£m 
 Total pre 
Central  
£m 
 Central  
£m 
 Total 
£m 
Other segment items  
 
 
Capital expenditure:  
 
 
– Property, plant and equipment  
0.4
48.5
3.6
52.5
90.1 
– 
90.1
– Interest in leased vehicles  
–
6.0
–
6.0
18.4 
– 
18.4
– Right-of-use assets 
–
22.6
5.2
27.8
79.4 
– 
79.4
– Intangible assets  
–
3.1
0.4
3.5
17.0 
16.7 
33.7
Depreciation:  
 
 
– Property, plant and equipment  
–
15.8
3.7
19.5
43.8 
0.1 
43.9
– Interest in leased vehicles  
–
2.7
–
2.7
7.2 
– 
7.2
– Right-of-use assets 
4.7
10.2
2.2
17.1
66.0 
0.9 
66.9
Amortisation of intangible assets  
0.7
3.2
1.3
5.2
13.4 
0.8 
14.2
Impairment of goodwill 
–
175.0
–
175.0
175.0 
– 
175.0
Impairment of other intangible assets 
–
–
–
–
– 
– 
–
Impairment of property, plant and equipment 
–
18.7
–
18.7
23.2 
– 
23.2
Impairment of right-of-use assets 
1.3
12.9
–
14.2
14.2 
– 
14.2
Net provisions charged / (credited)  
to the consolidated income statement 
1.5
54.1
0.7
56.3
65.1 
(2.2) 
62.9
1. See note 33. 
Net provisions include inventory, trade receivables impairment and other liability provisions. 
 
 
Inchcape Annual Report and Accounts 2019
132

2 
Exceptional items 
 
2019 
£m 
2018
(Restated)1 
£m
Goodwill impairment (see note 11) 
–
(175.0)
Disposal of businesses (see note 29) 
108.8
–
Other asset write-offs and impairments (see notes 11, 12 and 13) 
(21.9)
(36.1)
Restructuring costs 
(8.9)
–
Acquisition of businesses 
(2.5)
(7.2)
Other operating exceptional items 
–
(5.4)
Total exceptional operating items 
75.5
(223.7)
Exceptional finance costs (see note 7) 
–
(13.9)
Total exceptional items before tax 
75.5
(237.6)
Exceptional tax (see note 8) 
2.5
5.5
Total exceptional items 
78.0
(232.1)
1. Restated, following adoption of IFRS 16, to include a £12.9m impairment of right-of-use assets (see note 33). 
An exceptional operating profit of £108.8m has been recognised related to the disposal of the Group’s retail operations in China 
and the Fleet Solutions business in the UK, together with several retail sites in Australia and the UK. 
As a direct result of the Group’s optimisation of its retail market portfolio, asset write-offs of £4.9m and impairments of £17.0m, 
including leasehold improvements and right-of-use assets, and £8.9m of restructuring costs have been incurred, principally 
following the disposal of several retail sites in the UK and Australia. The restructuring costs incurred comprised headcount 
reduction and costs associated with exiting certain properties.  
During the year exceptional operating costs of £2.5m have been incurred in connection with the acquisition and integration of 
business, primarily the Krasta Auto business in Lithuania and the Autolider business in South America.  
In 2018, a goodwill impairment charge of £175.0m was recognised relating to the UK Retail CGU group. Exceptional items also 
include asset impairments of £36.1m following an impairment review of certain site-based assets, including right-of-use assets, 
in the UK and Europe. Exceptional operating costs of £7.2m were incurred in connection with the acquisition and integration of 
businesses, primarily the Grupo Rudelman business in Central America. Other operating exceptional items of £5.4m represents 
the cost of equalising Guaranteed Minimum Pensions in the Group’s UK pension schemes following a ruling in the High Court in 
October 2018.  
3 
Revenue and expenses  
a. 
Revenue  
An analysis of the Group’s revenue for the year is as follows:  
 
2019 
£m 
2018
£m
Sale of goods  
8,580.0
8,500.3
Provision of services  
799.7
776.7
 
9,379.7
9,277.0
b. 
Analysis of net operating expenses  
Net operating 
expenses before 
exceptional 
items 
2019
 £m 
 Exceptional 
items 
2019
 £m 
 Net 
operating 
expenses 
2019
 £m 
Net operating  
expenses before  
exceptional  
items  
2018  
(Restated)1 
 £m 
 Exceptional 
items 
2018 
(Restated)1
 £m
 Net 
operating 
expenses 
2018 
(Restated)1
 £m
Distribution costs  
532.6
–
532.6
507.5 
–
507.5
Administrative expenses 
370.1
33.3
403.4
402.3 
223.7
626.0
Other operating income 
(3.7)
(108.8)
(112.5)
(7.1) 
–
(7.1)
 
899.0
(75.5)
823.5
902.7 
223.7
1,126.4
1. See note 33. 
 
 
Inchcape Annual Report and Accounts 2019
133 
STRATEGIC REPORT
GOVERNANCE
FINANCIAL STATEMENTS

Notes to the financial statements continued 
3 
Revenue and expenses continued 
c. 
Profit before tax is stated after the following charges / (credits):  
 
2019  
£m 
2018 
(Restated)1
£m
Depreciation of tangible fixed assets: 
 
– Property, plant and equipment  
42.6 
43.9
– Interest in leased vehicles 
6.9 
7.2
– Right-of-use assets  
66.3 
66.9
Amortisation of intangible assets 
16.0 
14.2
Impairment of goodwill 
– 
175.0
Impairment of other intangible assets 
0.7 
–
Impairment of property, plant and equipment 
4.8 
23.2
Impairment of right-of-use assets 
8.7 
14.2
Impairment of disposal group 
2.8 
–
Impairment of trade receivables 
2.0 
1.3
Profit on sale of property, plant and equipment 
(0.5) 
(2.1)
Loss on sale of other intangible assets 
1.0 
–
Operating lease rentals – short-term leases 
4.7 
5.0
Sub-lease income of right-of-use assets 
(0.8) 
(0.7)
1. See note 33. 
Profit on the sale of property, plant and equipment in 2019 relates to the sale of surplus assets in Australia and the UK (2018 – Latvia, 
the UK and Russia).  
d. 
Auditor’s remuneration 
During the year the Group (including its overseas subsidiaries) obtained the following services from the Group’s auditor at costs as 
detailed below:  
 
 2019 
£m  
2018
£m 
Audit services:  
 
Fees payable to the Company’s auditor and its associates for the audit of the parent company and the 
consolidated financial statements  
0.5 
0.4
Fees payable to the Company’s auditor and its associates for other services:  
 
– The audit of the Company’s subsidiaries  
3.0 
2.5
– Audit related assurance services  
0.1 
0.1
– All other services  
0.2 
0.4
Total fees payable to the Company’s auditor 
3.8 
3.4
Audit fees – firms other than the Company’s auditor 
0.2 
0.2
e. 
Staff costs 
 
 2019 
£m  
 2018
£m 
Wages and salaries  
558.5 
558.6
Social security costs  
48.4 
53.8
Other pension costs  
26.0 
27.4
Share-based payment charge 
6.1 
7.5
 
639.0 
647.3
Other pension costs correspond to the current service charge and contributions to the defined contribution schemes (see note 5). 
Information on Directors’ emoluments and interests which forms part of these audited consolidated financial statements is given 
in the Directors’ Report on Remuneration which can be found on pages 76 to 97 of this document. Information on compensation 
of key management personnel is set out in note 32b. 
 
 
Inchcape Annual Report and Accounts 2019
134

3 
Revenue and expenses continued 
f. 
Average monthly number of employees 
Distribution
Retail  
Total
2019
Number 
2018
Number 
2019
Number 
2018 
Number   
2019
Number 
2018
Number 
Australasia 
1,167
1,182
482
567  
1,649
1,749
UK and Europe 
1,664
1,434
5,478
5,938  
7,142
7,372
Asia 
2,612
2,645
–
–  
2,612
2,645
Emerging Markets 
3,670
3,828
2,976
2,401  
6,646
6,229
Total operational 
9,113
9,089
8,936
8,906  
18,049
17,995
Central 
  
156
155
 
  
18,205
18,150
4 
Share-based payments 
The terms and conditions of the Group’s share-based payment plans are detailed in the Directors’ Report on Remuneration.  
The charge arising from awards granted under share-based payment plans was £6.1m (2018 – £7.5m), all of which was  
equity-settled.  
The Other Share Plans’ disclosures below include other share-based incentive plans for senior executives and employees. 
The following table sets out the movements in the number of share options and awards during the year: 
2019 
Weighted average 
 exercise price* 
Performance 
Share Plan 
Executive Share 
Option Plan 
Save As You 
Earn Plan 
Other 
Share Plans 
Outstanding at 1 January 
£5.61
4,708,409
5,841 
2,576,229
1,253,929
Granted 
£4.59
2,182,473
– 
1,432,380
489,364
Exercised 
£4.79
(827,423)
(2,612) 
(404,953)
(457,527)
Lapsed 
£5.70
(1,177,272)
(3) 
(1,234,749)
(325,610)
Outstanding at 31 December  
£5.11
4,886,187
3,226 
2,368,907
960,156
Exercisable at 31 December  
£5.54
148,366
3,226 
84,162
2,641
 
2018 
Weighted average 
 exercise price* 
Performance 
Share Plan
Executive Share 
Option Plan 
Save As You 
Earn Plan
Other 
Share Plans
Outstanding at 1 January 
£5.36
4,345,679
69,066 
1,898,273
1,385,836
Granted 
£5.54
1,939,671
– 
1,338,942
408,323
Exercised 
£2.30
(1,081,742)
(63,225) 
(78,916)
(455,255)
Lapsed 
£5.89
(495,199)
– 
(582,070)
(84,975)
Outstanding at 31 December  
£5.61
4,708,409
5,841 
2,576,229
1,253,929
Exercisable at 31 December  
£4.96
237,158
5,841 
453,464
74,504
* The weighted average exercise price excludes nil cost awards made under the Performance Share Plan and Other Share Plans. 
The weighted average remaining contractual life for the awards outstanding at 31 December 2019 is 2.7 years (2018 – 2.4 years). 
The range of exercise prices for options outstanding at the end of the year was £3.10 to £6.66 (2018 – £0.10 to £6.66). See note 25 
for further details.  
 
 
Inchcape Annual Report and Accounts 2019
135 
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GOVERNANCE
FINANCIAL STATEMENTS

Notes to the financial statements continued 
4 
Share-based payments continued 
The fair value of options granted under the Save As You Earn Plan and Other Share Plans is estimated as at the date of grant using 
a Black-Scholes option pricing model, taking into account the terms and conditions upon which the options were granted. The fair 
value of nil cost awards granted under the Performance Share Plan and Other Share Plans is the market value of the related shares 
at the time of grant. The following table lists the main inputs to the model for awards granted during the years ended 31 December 
2019 and 31 December 2018: 
Performance
 Share Plan
Save As You 
 Earn Plan  
Other
 Share Plans
2019 
2018
2019 
2018  
2019 
2018
Weighted average share price at grant date 
£5.95
£7.08
£6.27
£6.89  
£6.19 
£7.07
Weighted average share price at date of exercise 
£6.08
£7.15
£6.32
£7.25  
£6.02 
£7.11
Weighted average exercise price* 
n/a 
n/a
£4.59
£5.54  
n/a  
n/a
Vesting period 
 3.0 years 
3.0 years
 3.0 years 
3.0 years   2.8 years  
2.8 years
Expected volatility 
n/a 
n/a
23.4%
22.2%  
n/a  
n/a
Expected life of award 
3.0 years 
3.0 years
 3.2 years 
3.2 years   2.8 years  
2.8 years
Weighted average risk-free rate 
n/a 
n/a
1.0%
1.0%  
n/a 
n/a
Expected dividend yield 
n/a 
n/a
4.3%
4.0%  
n/a 
n/a
Weighted average fair value per option 
£5.95
£7.08
£1.38
£1.28  
£6.19 
£7.07
* The weighted average exercise price excludes nil cost awards made under the Performance Share Plan and Other Share Plans. 
No options were granted under the Executive Share Option Plan in 2019 or 2018. 
The expected life and volatility of the options are based upon historical data. 
5 
Pensions and other post-retirement benefits 
The Group operates a number of pension and post-retirement benefit schemes for its employees in a number of its businesses, 
primarily in the UK. 
a. UK schemes: benefits, governance, cash flow obligations and investments 
The Inchcape Motors Pension Scheme (“IMPS”) in the UK is the Group’s main defined benefit pension scheme. It is comprised of the 
Group, Motors, Normand and Cash+ sections. The Group, Motors and Normand sections provide benefits linked to the final salary 
of members, are closed to new members and largely closed to future benefit accrual. The Cash+ section is a defined benefit cash 
balance scheme, open to accrual for current and new employees, which is designed to meet regulatory requirements of auto-
enrolment legislation. The Group also operates the Inchcape Overseas Pension Scheme which is non-UK registered. 
Benefit structure 
Final salary schemes provide benefits to members in the form of a guaranteed level of pension payable for life. The level of benefits 
provided depends on final salary at retirement (or leaving date, if earlier) and length of service. The Group bears risks in relation 
to its final salary schemes, notably relating to investment performance, interest rates, inflation and members’ life expectancies. 
There is potential for these risks to harm the funding position of the schemes. If the schemes were to be in deficit then additional 
contributions may be required from the Group. A number of exercises have been undertaken to mitigate these key funding risks. 
Cash balance schemes like Cash+ allow members to accrue a percentage of their earnings each year, which then grows to 
provide a lump sum payment on retirement. Members have accrued benefits under this scheme with effect from 1 January 2013. 
The Group underwrites the investment and interest rate risk to normal retirement age (65). Inflation and mortality risks associated 
with benefits are borne solely by the members. 
Governance 
Our UK schemes are registered with HMRC and comply fully with the regulatory framework published by the UK Pensions Regulator. 
IMPS is established under trust law and has a trustee board that runs the scheme in accordance with the Trust Deed and Rules and 
relevant legislation. The trustee board is comprised of two independent trustee companies appointed by the Group. The Trustees 
are required to act in the best interest of the members and have responsibility for the scheme’s governance. The Trustees consult 
with the Group over decisions relating to matters such as funding and investments. 
The Group also has some minor unfunded arrangements relating to post-retirement health and medical plans in respect of past 
employees. There are no material defined contribution schemes in the UK. 
 
 
Inchcape Annual Report and Accounts 2019
136

5 
Pensions and other post-retirement benefits continued 
Scheme specific cash obligation / investment detail 
Inchcape Motors Pension Scheme 
Group, Motors and Normand sections (closed sections) 
The Group considers two measures of the pension deficit. The accounting position is shown on the Group balance sheet. The 
funding position, calculated at the triennial actuarial valuation, is used to agree contributions made to IMPS. The Trustees are 
currently progressing with the latest actuarial valuations as at 5 April 2019 for the four sections of IMPS. As part of the valuation 
process the Trustees and Group will agree future levels of contributions required to be made by the Group to IMPS. 
The last completed actuarial valuations for the Group, Motors and Normand sections were carried out at 5 April 2016 on a  
market-related basis and determined in accordance with the advice of the Scheme Actuary based on the defined accrued  
benefit method. The actuarial valuation determined that the duration of the liabilities was approximately 18 years and that a 
small aggregate surplus existed. The Group currently contributes £0.6m per annum towards the administrative costs of running 
these sections. For the Normand section, the Group also currently pays deficit reduction contributions of £1.1m per annum, rising 
by 3.05% per annum up until 5 April 2026 (at which point the funding shortfall is expected to be eliminated).  
Each section’s investment strategy sees it holding a proportion of its assets in matching assets (75% for the Group section, 45% for 
the Motors section and 46% for the Normand section) with the remainder in growth assets. The matching assets are invested in a 
liability-driven investment solution complemented with absolute return bonds. They are expected to hedge inflation and interest 
rate risk in a capitally efficient manner. The growth assets are invested in assets that are expected to grow at rates significantly 
faster than each section’s liabilities and include equities, diversified growth funds and property. 
Cash+ section 
This scheme is a defined benefit scheme under which members accrue benefits with effect from 1 January 2013, or date of joining 
if later. The latest actuarial valuation was carried out at 5 April 2016 on a market-related basis and determined in accordance with 
the advice of the Scheme Actuary based on the projected unit credit method. The valuation showed the funding level to be 98%, 
with the Trustee expecting the small shortfall to be removed by the ongoing pension contributions and returns on the assets held. 
The Group currently contributes £0.2m per annum towards the administrative costs of running the scheme. 
The investment strategy is to be 60% invested in diversified growth funds which are designed to grow at a rate significantly faster 
than the liabilities, whilst spreading investment risk across a broad spectrum of asset classes. The remaining 40% is split equally 
between multi-factor equities and emerging market multi-asset funds. 
Inchcape Overseas Pension Scheme 
This scheme is managed from Guernsey and is subject to regulations similar to the UK. It is therefore reported under the United 
Kingdom in this note. The latest triennial actuarial valuation for this scheme was carried out at 31 March 2018 and determined in 
accordance with the advice of the Scheme Actuary based on the attained age method. The actuarial valuation determined that 
the duration of the liabilities was approximately 12 years and that the scheme was approximately 77% funded on a prudent funding 
basis. To make good the funding deficit of £16.2m, it has been agreed that deficit contributions of £1.5m per annum will be paid, by 
means of an annual lump sum for 10 years, ending with the payment due in July 2029. The first payment at this new level will be on 
1 July 2020. Additional contributions in respect of expenses of £150,000 per annum will also be made. 
TKM Group Pension Scheme (closed scheme) 
In November 2015, the trustees of the TKM Group Pension Scheme completed a buy-in transaction whereby the assets of the 
scheme were used to acquire a bulk purchase annuity policy under which the benefits payable to the members of the scheme 
were fully insured. The insurance policy was purchased using the existing assets of the scheme with no additional funding required 
from the Group. The scheme was fully bought out and formally wound up during 2018. 
b. Overseas schemes 
There are a number of smaller defined benefit schemes overseas, the most significant being the Inchcape Motors Limited 
Retirement Scheme in Hong Kong. In general, these schemes offer a lump sum on retirement with no further obligation to the 
employee and assets are held in trust in separately administered funds. These schemes are typically subject to triennial valuations. 
The overseas defined contribution schemes are principally linked to local statutory arrangements. 
c. Defined contribution plans 
The total expense recognised in the consolidated income statement is £7.1m (2018 – £7.0m). There are no outstanding 
contributions at 31 December 2019 (2018 – nil). 
d. Defined benefit plans 
As the Group’s principal defined benefit schemes are in the UK, these have been reported separately from the overseas schemes. 
For the purposes of reporting, actuarial updates have been obtained for the Group’s material schemes and these updates are 
reflected in the amounts reported in the following tables.  
Inchcape Annual Report and Accounts 2019
137 
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GOVERNANCE
FINANCIAL STATEMENTS

Notes to the financial statements continued 
5 
Pensions and other post-retirement benefits continued 
The principal weighted average assumptions used by the actuaries were: 
United Kingdom  
Overseas
2019
% 
2018 
%  
2019 
% 
2018
%
Rate of increase in salaries 
3.0
3.1  
4.0 
4.0
Rate of increase in pensions 
2.9
3.0  
1.8 
1.8
Discount rate 
2.0
2.9  
1.8 
1.9
Rate of inflation:  
  
 
– Retail price index 
2.9
3.2  
1.9 
1.8
– Consumer price index 
1.8
2.1  
n/a 
n/a
The rate of increase in healthcare costs is 6.0% (2018 – 5.4%) per annum. 
Assumptions regarding future mortality experience are set based on published statistics and experience. For the UK schemes, the 
average life expectancy of a pensioner retiring at age 65 is 23.0 years (2018 – 23.8 years) for current pensioners and 24.4 years 
(2018 – 25.3 years) for current non pensioners. Most of the overseas schemes only offer a lump sum on retirement and therefore 
mortality assumptions are not applicable. 
The asset / (liability) recognised in the consolidated statement of financial position is determined as follows: 
United Kingdom
Overseas  
Total
2019
£m 
2018
£m
2019
£m 
2018 
£m  
2019 
£m 
2018
£m
Present value of funded obligations 
(872.8)
(727.0)
(46.0)
(50.9)  
(918.8) 
(777.9)
Fair value of plan assets 
887.6
816.0
43.0
45.0  
930.6 
861.0
Net surplus / (deficit) in funded obligations 
14.8
89.0
(3.0)
(5.9)  
11.8 
83.1
Present value of unfunded obligations 
(0.5)
(0.6)
(1.8)
(0.6)  
(2.3) 
(1.2)
 
14.3
88.4
(4.8)
(6.5)  
9.5 
81.9
 
  
 
The net pension asset is analysed as follows:  
  
 
Schemes in surplus 
78.4
116.2
0.3
0.3  
78.7 
116.5
Schemes in deficit 
(64.1)
(27.8)
(5.1)
(6.8)  
(69.2) 
(34.6)
 
14.3
88.4
(4.8)
(6.5)  
9.5 
81.9
The amounts recognised in the consolidated income statement are as follows: 
United Kingdom
Overseas  
Total
 
2019
£m 
2018
£m
2019
£m 
2018 
£m  
2019 
£m 
2018
£m
Current service cost 
(16.1)
(17.5)
(2.8)
(2.9)  
(18.9) 
(20.4)
Past service cost 
–
(5.4)
–
–  
– 
(5.4)
Scheme expenses 
(1.4)
(1.5)
(0.1)
(0.1)  
(1.5) 
(1.6)
Interest expense on plan liabilities 
(21.0)
(22.3)
(0.9)
(0.8)  
(21.9) 
(23.1)
Interest income on plan assets  
23.8
24.1
0.8
0.7  
24.6 
24.8
 
(14.7)
(22.6)
(3.0)
(3.1)  
(17.7) 
(25.7)
 
Inchcape Annual Report and Accounts 2019
138

5 
Pensions and other post-retirement benefits continued 
The amounts recognised in the consolidated statement of comprehensive income are as follows: 
United Kingdom
Overseas  
Total
2019
£m 
2018
£m
2019
£m 
2018 
£m  
2019
£m 
2018
£m
Actuarial gains / (losses) on liabilities: 
  
– Experience (losses) / gains 
(10.3)
(0.2)
0.7
(0.3)  
(9.6)
(0.5)
– Changes in demographic assumptions 
(5.2)
29.4
(0.2)
–  
(5.4)
29.4
– Changes in financial assumptions 
(123.6)
63.6
(0.4)
0.5  
(124.0)
64.1
Actuarial gains / (losses) on assets: 
  
– Experience gains / (losses)  
64.7
(54.5)
2.6
(2.1)  
67.3
(56.6)
 
(74.4)
38.3
2.7
(1.9)  
(71.7)
36.4
Analysis of the movement in the net asset / (liability): 
United Kingdom
Overseas  
Total
2019
£m 
2018
£m
2019
£m 
2018 
£m  
2019
£m 
2018
£m
At 1 January 
88.4
75.1
(6.5)
(2.8)  
81.9
72.3
Amount recognised in the consolidated income 
statement 
(14.7)
(22.6)
(3.0)
(3.1)  
(17.7)
(25.7)
Contributions by employer 
15.0
3.5
1.6
1.4  
16.6
4.9
Taxes paid from plan assets 
–
(5.9)
–
–  
–
(5.9)
Actuarial (losses) / gains recognised in the year 
(74.4)
38.3
2.7
(1.9)  
(71.7)
36.4
Effect of foreign exchange rates 
–
–
0.4
(0.1)  
0.4
(0.1)
At 31 December 
14.3
88.4
(4.8)
(6.5)  
9.5
81.9
Changes in the present value of the defined benefit obligation are as follows: 
United Kingdom
Overseas  
Total
2019
£m 
2018
£m
2019
£m 
2018 
£m  
2019
£m 
2018
£m
At 1 January 
(727.6)
(1,007.9)
(51.5)
(49.0)  
(779.1)
(1,056.9)
Current service cost 
(16.1)
(17.5)
(2.8)
(2.9)  
(18.9)
(20.4)
Past service cost 
–
(5.4)
–
–  
–
(5.4)
Interest expense on plan liabilities 
(21.0)
(22.3)
(0.9)
(0.8)  
(21.9)
(23.1)
Actuarial gains / (losses):  
  
– Experience (losses) / gains 
(10.3)
(0.2)
0.7
(0.3)  
(9.6)
(0.5)
– Changes in demographic assumptions 
(5.2)
29.4
(0.2)
–  
(5.4)
29.4
– Changes in financial assumptions 
(123.6)
63.6
(0.4)
0.5  
(124.0)
64.1
Contributions by employees 
(0.2)
(0.2)
–
–  
(0.2)
(0.2)
Benefits paid  
30.7
33.0
4.6
3.3  
35.3
36.3
Plan settlements 
–
199.9
0.7
–  
0.7
199.9
Effect of foreign exchange rate changes 
–
–
2.0
(2.3)  
2.0
(2.3)
At 31 December 
(873.3)
(727.6)
(47.8)
(51.5)  
(921.1)
(779.1)
Inchcape Annual Report and Accounts 2019
139 
STRATEGIC REPORT
GOVERNANCE
FINANCIAL STATEMENTS

Notes to the financial statements continued 
5 
Pensions and other post-retirement benefits continued 
Changes in the fair value of the defined benefit asset are as follows: 
United Kingdom
Overseas  
Total
2019
£m 
2018
£m
2019
£m 
2018 
£m  
2019 
£m 
2018
£m
At 1 January 
816.0
1,083.0
45.0
46.2  
861.0 
1,129.2
Interest income on plan assets 
23.8
24.1
0.8
0.7  
24.6 
24.8
Scheme expenses 
(1.4)
(1.5)
(0.1)
(0.1)  
(1.5) 
(1.6)
Actuarial gains / (losses) :  
  
 
– Experience gains / (losses)  
64.7
(54.5)
2.6
(2.1)  
67.3 
(56.6)
Contributions by employer 
15.0
3.5
1.6
1.4  
16.6 
4.9
Contributions by employees 
0.2
0.2
–
–  
0.2 
0.2
Benefits paid 
(30.7)
(33.0)
(4.6)
(3.3)  
(35.3) 
(36.3)
Plan settlements 
–
(199.9)
(0.7)
–  
(0.7) 
(199.9)
Taxes paid from plan assets 
–
(5.9)
–
–  
– 
(5.9)
Effect of foreign exchange rate changes 
–
–
(1.6)
2.2  
(1.6) 
2.2
At 31 December 
887.6
816.0
43.0
45.0  
930.6 
861.0
At the end of the reporting period, the percentage of the plan assets by category were as follows: 
United Kingdom
Overseas  
Total
2019 
2018
2019 
2018  
2019 
2018
Equities (quoted) 
5.9%
5.2%
67.4%
73.3%  
8.8% 
8.8%
Equities (unquoted) 
–
–
–
2.7%  
– 
0.1%
Corporate bonds (quoted) 
–
–
19.3%
13.3%  
0.9% 
0.7%
Investment funds (quoted) 
–
–
0.2%
0.2%  
– 
–
Investment funds (unquoted) 
62.4%
66.3%
–
–  
59.5% 
62.8%
Other (quoted) 
–
–
5.1%
3.8%  
0.2% 
0.2%
Other (unquoted) 
31.7%
28.5%
8.0%
6.7%  
30.6% 
27.4%
 
100.0%
100.0%
100.0%
100.0%  
100.0% 
100.0%
The investments shown as quoted equities and bonds are held through funds where the underlying investments of the fund are 
quoted. Investment funds and other assets include equities, bonds, property, derivatives and liability driven investments. Virtually all 
the equities and bonds held within the investment funds have prices in active markets. Derivatives, property and liability driven 
investments can be classified as Level 2 instruments.  
The schemes had no directly held employer related investment during the reporting period. The schemes’ investment managers 
may potentially hold a small investment in Inchcape plc either through index weightings or stock selection (less than 0.5% of their 
respective fund values). 
  
 
Inchcape Annual Report and Accounts 2019
140

5 
Pensions and other post-retirement benefits continued 
The following disclosures relate to the Group’s defined benefit plans only. 
e. Risk management 
Asset volatility 
Scheme liabilities are calculated on a discounted basis using a discount rate which is set with reference to corporate bond yields.  
If scheme assets underperform this yield, then this will create a deficit. The combined schemes hold assets as defensive assets 
(liability driven investment solutions, absolute return bonds and annuity policies) which mitigate significant changes in yields, 
and active monitoring plans are in place to identify opportunities to increase the proportion of such assets further when 
economically possible. 
As the schemes mature, the Trustees reduce investment risk by increasing the allocation to defensive assets, which are designed to 
better match scheme liabilities. However, the Trustees believe that due to the long-term nature of the scheme liabilities, a level of 
continuing equity investment is an appropriate element of the long-term investment strategy. 
Inflation risk 
The majority of the Group’s defined benefit obligations are linked to inflation. Higher inflation will lead to higher liabilities, although 
in the majority of cases there are caps on the level of inflationary increases to be applied to pension obligations. The Group’s 
investment strategy across the schemes is to mitigate inflation risk through holding inflation-linked assets. 
Life expectancy 
Where relevant, the plans’ obligations are to provide a pension for the life of the member, so realised increases in life expectancy 
will result in an increase in the plans’ benefit payments. Future mortality rates cannot be predicted with certainty. All of the schemes 
conduct scheme-specific mortality investigations annually, to ensure the Group has a clear understanding of any potential 
increase in liability due to pensioners living for longer than assumed. The Trustees of the schemes hedge this risk by adopting 
a prudent approach in their assumption for future improvements. 
f. 
Sensitivity analysis 
The disclosures above are dependent on the assumptions used. The table below demonstrates the sensitivity of the defined benefit 
obligation to changes in the assumptions used for the UK schemes. Changes in assumptions have an immaterial effect on the 
overseas schemes. 
Impact on the defined benefit obligation 
 
United Kingdom
 
2019
£m 
2018
£m
Discount rate –0.25% 
+28.8
+31.2
Discount rate +0.25% 
-26.3
-29.3
RPI Inflation –0.25% 
-10.7
-9.8
RPI Inflation +0.25% 
+12.0
+10.6
CPI Inflation –0.25% 
-8.8
-8.0
CPI Inflation +0.25% 
+10.4
+9.2
Life expectancy + 1 year 
+38.1
+29.4
The above analysis is based on a change in an assumption while holding all other assumptions constant. In practice, this is unlikely 
to occur, and changes in some of the assumptions may be correlated. The above variances have been used as they are believed 
to be reasonably possible fluctuations. 
g. Expected future cash flows 
The Group has agreed to pay approximately £3.7m to its UK defined benefit plans in 2020, under the prevailing Schedules of 
Contributions, on top of the ongoing employer contributions for the open Cash+ section. As part of the finalisation of the actuarial 
valuations of IMPS as at 5 April 2019, a revised Schedule of Contributions will be agreed between the Trustees and the Group. 
The defined benefit obligations are based on the current value of expected benefit payment cash flows to members over the next 
several decades. The average duration of the liabilities is approximately 18 years for the UK schemes.  
 
 
Inchcape Annual Report and Accounts 2019
141 
STRATEGIC REPORT
GOVERNANCE
FINANCIAL STATEMENTS

Notes to the financial statements continued 
6 
Finance income 
 
2019  
£m 
2018
(Restated)1 
£m
Bank and other interest receivable 
17.2 
12.7
Net interest income on post-retirement plan assets and liabilities 
2.7 
1.7
Sub-lease finance income 
0.6 
0.8
Other finance income 
3.6 
4.9
Total finance income 
24.1 
20.1
1. See note 33. 
7 
Finance costs  
 
2019  
£m 
2018
(Restated)1 
£m
Interest payable on bank borrowings 
12.9 
11.5
Interest payable on Private Placement  
6.9 
7.1
Interest payable on other borrowings 
– 
0.2
Fair value adjustment on Private Placement 
3.3 
17.1
Fair value gain on cross currency interest rate swaps  
(3.4) 
(2.6)
Lease finance costs 
20.0 
20.8
Stock holding interest (see note 21) 
27.6 
25.2
Other finance costs 
4.0 
3.3
Capitalised borrowing costs 
(0.1) 
(0.5)
Total finance costs 
71.2 
82.1
 
 
Total finance costs are analysed as follows: 
 
Finance costs before exceptional finance costs 
71.2 
68.2
Exceptional finance costs 
– 
13.9
Total finance costs 
71.2 
82.1
1. See note 33. 
Included within finance costs, in 2018, is a fair value adjustment in relation to the Group’s Private Placement loan notes of £14.5m. 
Included within this is £13.9m which represents a non-recurring correction to the fair value basis of assessment relating to prior 
periods. This amount has been reported as an exceptional item in order to provide additional useful information regarding the 
Group’s underlying business performance. 
The Group capitalisation rate used for general borrowing costs in accordance with IAS 23 was a weighted average rate for the year 
of 2.9% (2018 – 2.0%). 
Inchcape Annual Report and Accounts 2019
142

8 
Tax 
 
2019 
£m 
2018
(Restated)1 
£m
Current tax: 
– UK corporation tax 
0.1
0.1
– Overseas tax 
78.6
80.5
 
78.7
80.6
Adjustments to prior year liabilities: 
– UK 
4.4
0.2
– Overseas 
(2.6)
(1.4)
Current tax 
80.5
79.4
Deferred tax (see note 17) 
(7.4)
(5.8)
Total tax charge 
73.1
73.6
 
The total tax charge is analysed as follows: 
– Tax charge on profit before exceptional items 
75.6
79.1
– Tax credit on exceptional items 
(2.5)
(5.5)
Total tax charge 
73.1
73.6
1. See note 33. 
Details of the exceptional items for the year can be found in note 2. Not all of the exceptional items will be taxable/allowable for tax 
purposes. Therefore, the tax credit on exceptional items represents the total of the current and deferred tax on only those elements 
that are assessed as taxable/allowable. 
Factors affecting the tax expense for the year 
The effective tax rate for the year after exceptional items is 18.2% (2018 – 65.1% restated). The underlying effective tax rate before 
the impact of exceptional items is 23.2% (2018 – 22.6% restated). The weighted average tax rate is 20.6% (2018 – 31.0% restated). 
The weighted average tax rate comprises the average statutory rates across the Group, weighted in proportion to accounting 
profits and losses. 
The table below explains the differences between the expected tax expense at the weighted average tax rate and the Group’s 
total tax expense. 
 
2019 
£m 
2018
(Restated)1 
£m
Profit before tax  
401.8
113.0
Profit before tax multiplied by the weighted average tax rate of 20.6% (2018 – 31.0%) 
82.8
35.0
 
Non-exceptional items 
– Permanent differences 
5.4
8.4
– Non-taxable income 
(2.6)
(4.7)
– Prior year items 
(5.5)
(1.5)
– Recognition of deferred tax assets  
(0.4)
(2.5)
– Tax audits and settlements 
6.5
(3.6)
– Taxes on undistributed earnings 
2.0
2.5
– Other items (including tax rate differentials and changes) 
0.4
0.5
 
Exceptional items 
– Goodwill impairment (see note 11) 
–
33.3
– Acquisition and disposals of businesses 
(20.5)
1.1
– Exceptional finance costs (see note 7) 
–
2.1
– Other asset write-offs and impairment (see notes 11, 12 and 13) 
5.0
3.0
Total tax charge  
73.1
73.6
1. See note 33. 
 
 
Inchcape Annual Report and Accounts 2019
143 
STRATEGIC REPORT
GOVERNANCE
FINANCIAL STATEMENTS

Notes to the financial statements continued 
8 
Tax continued  
Factors affecting the tax expense of future years 
The Group’s future tax expense, and effective tax rate, could be affected by several factors including: the resolution of audits and 
disputes, consequences of the European Commission’s state aid investigations, changes in tax laws or tax rates, the ability to utilise 
brought forward losses and business acquisitions and disposals. In addition, a change in profit mix between low and high taxed 
jurisdictions will impact the Group’s future tax expense. 
On 25 April 2019, the European Commission published its full decision in relation to its investigation into the “group financing 
exemption” (‘GFE’) in the UK’s controlled foreign company rules and whether the GFE constituted unlawful State Aid. The 
Commission concluded that the legislation up until December 2018 does partially represent State Aid. On 12 June 2019 the UK 
Government brought an action against the Commission to have the judgment annulled. Subsequently a number of UK multi-
national groups, including Inchcape, applied on their own behalf to have the decision annulled. In view of HMRC’s recent 
statement concerning the European Commission decision published in December 2019 and the assessment subsequently 
received, the Group has recognised a provision of £5.4m plus interest. 
The utilisation of brought forward tax losses or the recognition of deferred tax assets associated with such losses may also give rise 
to tax charges or credits. The recognition of deferred tax assets, particularly in respect of tax losses, is based upon an assessment 
of whether it is probable that there will be sufficient and suitable taxable profits in the relevant legal entity or tax group against 
which to utilise the assets in the future. Judgement is required when determining probable future taxable profits. In the event that 
actual taxable profits are different to those forecast, the Group’s future tax expense and effective tax rate could be affected. 
Information about the Group’s tax losses and deferred tax assets can be found in note 17. 
The Group has published its approach to tax on inchcape.com covering its tax strategy and governance framework.  
9 
Earnings per share 
 
2019  
£m 
2018
(Restated)1 
£m
Profit for the year 
328.7 
39.4
Non-controlling interests 
(5.8) 
(7.0)
Basic earnings 
322.9 
32.4
Exceptional items  
(78.0) 
232.1
Adjusted earnings 
244.9 
264.5
Basic earnings per share 
79.0p 
7.8p
Diluted earnings per share 
78.4p 
7.8p
Basic Adjusted earnings per share 
59.9p 
63.8p
Diluted Adjusted earnings per share 
59.5p 
63.4p
1. See note 33. 
 
 2019 
number  
 2018
number 
Weighted average number of fully paid ordinary shares in issue during the year 
409,513,387 415,090,366
Weighted average number of fully paid ordinary shares in issue during the year: 
 
– Held by the Inchcape Employee Trust 
(763,509) 
(611,860)
Weighted average number of fully paid ordinary shares for the purposes of basic EPS 
408,749,878 414,478,506
Dilutive effect of potential ordinary shares 
2,988,393 
2,883,558
Adjusted weighted average number of fully paid ordinary shares in issue during the  
year for the purposes of diluted EPS 
411,738,271 417,362,064
Basic earnings per share is calculated by dividing the Basic earnings for the year by the weighted average number of fully paid 
ordinary shares in issue during the year, less those shares held by the Inchcape Employee Trust. 
Diluted earnings per share is calculated on the same basis as the Basic earnings per share with a further adjustment to the 
weighted average number of fully paid ordinary shares to reflect the effect of all dilutive potential ordinary shares. Dilutive potential 
ordinary shares comprise share options and other share-based awards. 
Basic Adjusted earnings (which excludes exceptional items) is adopted to assist the reader in understanding the underlying 
performance of the Group. Basic Adjusted earnings per share is calculated by dividing the Adjusted earnings for the year by 
the weighted average number of fully paid ordinary shares in issue during the year, less those shares held by the Inchcape 
Employee Trust. 
Diluted Adjusted earnings per share is calculated on the same basis as the Basic Adjusted earnings per share with a further 
adjustment to the weighted average number of fully paid ordinary shares to reflect the effect of all dilutive potential ordinary shares. 
Dilutive potential ordinary shares comprise share options and other share-based awards. 
Inchcape Annual Report and Accounts 2019
144

10 Dividends 
The following dividends were paid by the Group: 
 
2019
£m 
2018
£m
Interim dividend for the six months ended 30 June 2019 of 8.9p per share  
(30 June 2018 of 8.9p per share) 
36.3
36.9
Final dividend for the year ended 31 December 2018 of 17.9p per share  
(31 December 2017 of 18.9p per share) 
74.2
78.3
 
110.5
115.2
A final proposed dividend for the year ended 31 December 2019 of 17.9p per share amounting to £71.4m is subject to approval by 
shareholders at the Annual General Meeting and has not been included as a liability as at 31 December 2019. 
The Group has sufficient distributable reserves to pay dividends to its ultimate shareholders. Distributable reserves are calculated on 
an individual legal entity basis and the ultimate parent company, Inchcape plc, currently has adequate levels of realised profits 
within its retained earnings to support dividend payments. 
11 Intangible assets 
 Goodwill
£m 
 Distribution 
agreements
£m 
 Computer 
software 
£m  
Other 
intangible 
assets
£m
 Total 
£m
Cost 
 
At 1 January 2018 
605.0
170.7
182.2 
0.1
958.0
Businesses acquired (see note 29) 
43.7
80.1
0.2 
–
124.0
Businesses sold 
(0.7)
–
(0.1) 
–
(0.8)
Additions 
–
–
33.7 
–
33.7
Disposals 
–
–
(0.3) 
–
(0.3)
Retirement of fully amortised assets not in use 
–
–
(0.3) 
–
(0.3)
Effect of foreign exchange rate changes 
(13.8)
(1.0)
(1.3) 
–
(16.1)
At 1 January 2019 
634.2
249.8
214.1 
0.1
1,098.2
Businesses acquired (see note 29) 
10.1
33.2
0.3 
–
43.6
Businesses sold (see note 29) 
(34.1)
–
(1.8) 
–
(35.9)
Additions 
–
–
25.2 
–
25.2
Disposals 
–
–
(2.1) 
–
(2.1)
Retirement of fully amortised assets not in use 
–
–
– 
(0.1)
(0.1)
Reclassified to assets held for sale (see note 20) 
(10.6)
–
– 
–
(10.6)
Effect of foreign exchange rate changes 
(5.5)
(21.9)
(3.7) 
–
(31.1)
At 31 December 2019 
594.1
261.1
232.0 
–
1,087.2
 
  
Accumulated amortisation and impairment 
 
At 1 January 2018 
(213.2)
–
(105.3) 
–
(318.5)
Amortisation charge for the year 
–
–
(14.1) 
(0.1)
(14.2)
Impairment charge for the year 
(175.0)
–
– 
–
(175.0)
Disposals 
–
–
0.1 
–
0.1
Retirement of fully amortised assets not in use 
–
–
0.3 
–
0.3
Effect of foreign exchange rate changes 
13.8
–
1.3 
–
15.1
At 1 January 2019 
(374.4)
–
(117.7) 
(0.1)
(492.2)
Amortisation charge for the year 
–
–
(16.0) 
–
(16.0)
Impairment charge for the year 
–
–
(0.7) 
–
(0.7)
Business sold (see note 29) 
–
–
1.4 
–
1.4
Disposals 
–
–
1.0 
–
1.0
Retirement of fully amortised assets not in use (see note 20) 
–
–
– 
0.1
0.1
Effect of foreign exchange rate changes 
(4.0)
–
1.1 
–
(2.9)
At 31 December 2019 
(378.4)
–
(130.9) 
–
(509.3)
Net book value at 31 December 2019 
215.7
261.1
101.1 
–
577.9
Net book value at 31 December 2018 
259.8
249.8
96.4 
–
606.0
The asset impairments of £0.7m, which arose following the disposal of businesses in Australia, are included within exceptional items 
(see note 2). 
Inchcape Annual Report and Accounts 2019
145 
STRATEGIC REPORT
GOVERNANCE
FINANCIAL STATEMENTS

Notes to the financial statements continued 
11 Intangible assets continued 
Goodwill 
Goodwill acquired in a business combination has been allocated to the cash generating units (CGUs) or group of CGUs 
(hereafter collectively referred to as ‘CGU groups’) that are expected to benefit from the synergies associated with that business 
combination. These CGU groups represent the lowest level within the Group at which the associated goodwill is monitored for 
management purposes. 
The carrying amount of goodwill has been allocated to CGU groups within the following reporting segments: 
Reporting segment 
Discount 
rate 
Long-term 
growth rate 
CGU group 
2019 
£m 
2018
£m
UK and Europe Retail 
8.8% 
2.0% 
UK Retail 
80.2 
90.3
UK and Europe Distribution 
9.1% 
2.0% 
Baltics 
5.8 
–
Emerging Markets Distribution 
12.8% 
to 
18.2% 
2.5% 
South America – Uruguay & Ecuador 
3.8 
–
South America – Other 
45.7 
51.4
Central America 
44.8 
46.6
Kenya 
1.2 
1.1
Asia 
8.9% 
2.0% 
Singapore 
22.8 
23.3
Australasia Retail 
10.2% 
2.0% 
Australia Retail 
9.6 
45.2
Australasia Distribution 
Peugeot Citroën Australia 
1.8 
1.9
 
 
 
 
215.7 
259.8
Goodwill is subject to impairment testing annually, or more frequently where there are indications that they may be impaired. 
Impairment tests were performed for all CGU groups during the year ended 31 December 2019.  
The recoverable amounts of all CGU groups were determined based on the higher of the fair value less costs to sell and value in 
use calculations. The recoverable amount is determined firstly through value in use calculations. Where this is insufficient to cover 
the carrying value of the relevant asset being tested, fair value less costs to sell is also determined. 
The value in use calculations use cash flow projections based on five-year financial forecasts prepared by management. The key 
assumptions for these forecasts are those relating to volumes, revenue, gross margins, overheads, the level of working capital 
required to support trading and capital expenditure. The relative importance of the value in use calculations to the assumptions 
used depends on whether the CGU group operates Retail or Distribution activities. For example, the following assumptions are key 
to the value in use calculations for Retail activities: 
– Volumes, linked to market forecasts and brand partner targets, particularly in relation to the sale of New vehicles; 
– Gross margins; 
– Working capital, to support trading; and 
– Capital expenditure. 
The assumptions used in the value in use calculations are based on past experience, recent trading and expectations of future 
changes in the operation of the business and changes in the relevant markets including, where appropriate, the impact of climate 
change. They also reflect expectations about continuing relationships with key brand partners. The forecast cash flows do not 
include uncommitted restructuring or improvements and enhancements to existing assets. 
For CGU groups in Emerging Markets, cash flows after the five-year period are extrapolated for a further five years using declining 
growth rates which reduces the year five growth rate down to the long-term growth rate of 2.5%, to better reflect the medium-term 
growth expectations for those markets. A terminal value calculation is used to estimate the cash flows after year ten using these 
long-term growth rates. For all other markets, a terminal value calculation is used to estimate the cash flows after year five. 
Cash flows are discounted back to present value using a risk adjusted discount rate. The discount rates used are calculated based 
on a weighted average cost of capital adjusted for a risk premium attributable to the relevant country. The Group uses several 
inputs to calculate a range for the weighted average cost of capital from which an absolute measure of the weighted average 
cost of capital is determined on a prudent basis. 
Impairment 
In 2018, the Board reassessed its short and medium-term forecasts for the UK Retail CGU group following a 29.6% decline in the sale 
of diesel vehicles and an overall decline in the UK New car market of 6.8% (source: SMMT). The impairment test for the UK Retail 
CGU group was updated and the review indicated that the value in use calculation was less than the carrying value of the 
assets attributable to the UK Retail CGU group. Consequently, an impairment charge of £175m was recognised. 
In 2019, the UK New car market declined by a further 2.4% (source: SMMT) broadly in line with previous forecasts. During the year, 
the UK Retail business also made meaningful progress in reshaping its retail footprint through the selective sale of less productive 
UK Retail sites. In light of the reduction in the UK Retail footprint, the Board has revisited its short and medium-term forecast for the 
UK Retail CGU group and updated the value in use calculations. The key assumptions for these forecasts remain those relating to 
volumes, gross margins, the level of working capital required to support trading and capital expenditure. Due to the uncertainty 
regarding the terms of the UK/EU relationship after 31 December 2020, the forecasts assume that an orderly process for a trade 
agreement will be agreed between the UK government and the EU. 
 
Inchcape Annual Report and Accounts 2019
146

11 Intangible assets continued 
The results of the impairment review indicated that the value in use calculation now exceeded the carrying value of the assets 
attributable to the UK Retail CGU group by c£70m. 
The forecasts are however sensitive to changes in the key assumptions used. The table below shows the sensitivity of the value in 
use calculations for the UK Retail CGU group to possible changes in the more sensitive assumptions while holding all other 
assumptions constant. 
 
Increase /
(decrease) in 
assumption 
Effect on 
value in use 
calculation
£m 
New vehicle margins 
+/-20bps
+/-£31m
Used vehicle margins 
+/-20bps
+/-£29m
Aftersales gross margins 
+/-150bps
+/-£26m
Overheads 
+/-50bps
-/+£16m
Sensitivities 
The Group’s value in use calculations for the remaining CGU groups are sensitive to a change in the key assumptions used. 
However, with the exception of the UK Retail CGU group, a reasonably possible change in a key assumption will not cause a 
material impairment of goodwill in any of the CGU groups. 
Distribution agreements 
Indefinite-life intangible assets, principally Distribution agreements acquired in a business combination are allocated to the CGUs or 
CGU groups that are expected to benefit from the cash flows associated with the relevant agreements. These CGU groups 
represent the lowest level within the Group at which the associated indefinite life intangible assets are monitored for management 
purposes. 
The carrying amount of indefinite-life intangible assets has been allocated to CGU groups within the following reporting segments: 
Reporting segment 
Discount 
rate 
Long-term 
growth rate 
CGU group 
2019
£m 
2018
£m
UK and Europe Distribution 
9.1% 
2.0% 
BMW Baltics 
27.4
9.6
Emerging Markets Distribution 
12.7% 
to 
18.2% 
2.5% 
Hino South America 
46.0
51.8
Subaru South America 
88.6
99.8
Daimler South America 
13.8
–
Suzuki Central America 
85.3
88.6
 
 
 
 
261.1
249.8
Distribution agreements with indefinite useful lives are subject to impairment testing annually, or more frequently where there 
are indications that they may be impaired. Impairment tests were performed for all CGU groups during the year ended 
31 December 2019.  
The recoverable amounts of the Distribution agreements were determined based on value in use calculations. The value in use 
calculations use cash flow projections based on five-year financial forecasts prepared by management. The key assumptions 
for these forecasts are those relating to volumes, revenue, gross margins, overheads, the level of working capital required to 
support trading and capital expenditure. The assumptions are based on past experience, recent trading and expectations of 
future changes in the operation of the business and changes in the relevant markets including, where appropriate, the impact 
of climate change. They also reflect expectations about continuing relationships with key brand partners. The forecast cash flows 
do not include uncommitted restructuring or improvements and enhancements to existing assets. 
Cash flows after the five-year period are extrapolated for each CGU group using declining growth rates which reduces the year five 
growth rate down to the long-term growth rate for each CGU group of between 2.0% and 2.5%. A terminal value calculation is used 
to estimate the cash flows after year ten using these long-term growth rates. 
Cash flows are discounted back to present value using a risk adjusted discount rate. The discount rates used are calculated based 
on a weighted average cost of capital adjusted for a risk premium attributable to the relevant country. The Group uses several 
inputs to calculate a range for the weighted average cost of capital from which an absolute measure of the weighted average 
cost of capital is determined on a prudent basis. 
Sensitivities 
The Group’s value in use calculations are sensitive to a change in the key assumptions used. However, a reasonably possible 
change in a key assumption will not cause a material impairment of an indefinite life asset in any of the CGU groups. 
Inchcape Annual Report and Accounts 2019
147 
STRATEGIC REPORT
GOVERNANCE
FINANCIAL STATEMENTS

Notes to the financial statements continued 
12 Property, plant and equipment 
Land and
buildings
£m
Plant,
machinery and
equipment
£m
Subtotal 
£m 
Interest 
in leased 
vehicles 
£m 
Total
£m
Cost 
 
 
At 1 January 2018 
823.1
247.1
1,070.2 
64.4 
1,134.6
Adjustment for IFRS 16 
(2.2)
–
(2.2) 
– 
(2.2)
At 1 January 2018 (restated) 1 
820.9
247.1
1,068.0 
64.4 
1,132.4
Businesses acquired 
 40.5 
 2.7 
 43.2  
 3.7  
 46.9 
Businesses sold 
 (5.7)
 (1.2)
 (6.9) 
– 
 (6.9)
Additions 
 54.0 
 36.1 
 90.1  
 18.4  
 108.5 
Disposals 
 (16.7)
 (17.9)
 (34.6) 
 –  
 (34.6)
Reclassifications 
 7.2 
 (6.5)
 0.7  
 (0.7) 
–
Transferred to/from inventory 
 –
 (1.4)
 (1.4) 
 (23.4) 
 (24.8)
Retirement of fully depreciated assets not in use 
 (0.3)
 (1.8)
 (2.1) 
– 
 (2.1)
Reclassified to assets held for sale (see note 20) 
 (4.9)
 –
 (4.9) 
 – 
 (4.9)
Effect of foreign exchange rate changes 
 (7.9)
 1.0 
 (6.9) 
 1.4  
 (5.5)
At 1 January 2019 (restated) 1 
 887.1 
 258.1 
 1,145.2  
 63.8  
 1,209.0 
Businesses acquired (see note 29) 
7.5
2.5
10.0 
0.2 
10.2
Businesses sold (see note 29) 
(72.5)
(10.4)
(82.9) 
(8.7) 
(91.6)
Additions 
21.9
21.4
43.3 
9.1 
52.4
Disposals 
(14.0)
(12.4)
(26.4) 
(0.1) 
(26.5)
Transferred to/from inventory 
–
0.1
0.1 
(23.0) 
(22.9)
Other2 
–
18.7
18.7 
– 
18.7
Reclassified to assets held for sale (see note 20) 
(53.5)
(5.0)
(58.5) 
– 
(58.5)
Effect of foreign exchange rate changes 
(13.3)
(7.9)
(21.2) 
(1.9) 
(23.1)
At 31 December 2019 
763.2
265.1
1,028.3 
39.4 
1,067.7
Accumulated depreciation and impairment 
 
 
At 1 January 2018 
(169.1)
(159.3)
(328.4) 
(17.8) 
(346.2)
Adjustment for IFRS 16 
1.3
–
1.3 
– 
1.3
At 1 January 2018 (restated)1 
(167.8)
(159.3)
(327.1) 
(17.8) 
(344.9)
Businesses sold 
 0.8 
 0.6 
 1.4  
 –  
 1.4 
Depreciation charge for the year 
 (19.9)
 (24.0)
 (43.9) 
 (7.2) 
 (51.1)
Disposals 
 6.7 
 13.3 
 20.0  
 –  
 20.0 
Impairment charge for the year 
 (23.2)
– 
 (23.2) 
 – 
 (23.2)
Reclassifications 
 – 
 (0.4)
 (0.4) 
 0.4  
 – 
Transferred to/from inventory 
– 
 0.7 
 0.7  
 7.9  
 8.6 
Retirement of fully depreciated assets not in use 
 0.3 
 1.8 
 2.1  
–  
 2.1 
Effect of foreign exchange rate changes 
 0.8 
 (0.5)
 0.3  
 (0.5) 
 (0.2)
At 1 January 2019 (restated) 1 
 (202.3)
 (167.8)
 (370.1) 
 (17.2) 
 (387.3)
Businesses sold 
15.2
6.7
21.9 
3.7 
25.6
Depreciation charge for the year 
(18.1)
(24.5)
(42.6) 
(6.9) 
(49.5)
Impairment charge for the year 
(4.8)
–
(4.8) 
– 
(4.8)
Disposals 
7.0
7.8
14.8 
– 
14.8
Transferred to/from inventory 
–
0.3
0.3 
8.8 
9.1
Other2 
–
(18.7)
(18.7) 
– 
(18.7)
Reclassified to assets held for sale (see note 20) 
23.9
4.4
28.3 
– 
28.3
Effect of foreign exchange rate changes 
4.7
4.7
9.4 
0.5 
9.9
At 31 December 2019 
(174.4)
(187.1)
(361.5) 
(11.1) 
(372.6)
Net book value at 31 December 2019 
588.8
78.0
666.8 
28.3 
695.1
Net book value at 31 December 2018 (restated) 
684.8
90.3
775.1 
46.6 
821.7
1. See note 33. 
2. This represents a correction of a historic adjustment to cost and accumulated depreciation of acquired plant, machinery and equipment. It has no net impact on net book 
value at any balance sheet date presented. 
The asset impairments of £4.8m, which arose following an impairment review of certain site-based assets in the UK and Australia as a 
result of the retail disposals in those markets (2018 – £23.2m in the UK and Europe), are included within exceptional items (see note 2). 
Certain subsidiaries have an obligation to repurchase, at a guaranteed residual value, vehicles which have been legally sold for 
leasing contracts. These assets are included in ‘interest in leased vehicles’ in the table above.  
Inchcape Annual Report and Accounts 2019
148

12 Property, plant and equipment continued 
The book value of land and buildings is analysed between: 
 
2019
£m 
2018
(Restated)1 
£m
Freehold 
423.5
484.0
Leasehold with over 50 years unexpired 
45.1
47.4
Short leasehold 
120.2
153.4
 
588.8
684.8
1. See note 33. 
Land and buildings include properties with a net book value of £9.7m (2018 – £12.3m) that are let to third parties on a  
short-term basis. 
As at 31 December 2019, £5.7m (2018 – £5.6m) of capitalised borrowing costs were included within ‘land and buildings’, £0.1m of 
which was capitalised in 2019 (2018 – £0.5m). 
13 Right-of-use assets and lease liabilities 
a. 
Amounts recognised in the balance sheet 
Land and 
buildings 
£m 
Other
£m
Total
£m
Cost 
 
At 1 January 2018 
 585.0  
 4.1 
 589.1 
Businesses acquired 
 12.1  
 –
 12.1 
Additions 
 78.3  
 1.1 
 79.4 
Derecognition 
 (8.2) 
 (0.5)
 (8.7)
Remeasurement 
 14.2  
 –
 14.2 
Effect of foreign exchange rate changes 
 (2.5) 
 (0.1)
 (2.6)
At 1 January 2019 
 678.9  
 4.6 
 683.5 
Businesses acquired (see note 29) 
11.7 
– 
11.7
Businesses sold (see note 29) 
(48.3) 
– 
(48.3)
Additions 
25.8 
0.5
26.3
Derecognition 
(48.1) 
– 
(48.1)
Transferred to assets held for sale (see note 20) 
(42.6) 
– 
(42.6)
Remeasurement 
8.8 
0.6
9.4
Effect of foreign exchange rate changes 
(20.2) 
(0.2)
(20.4)
At 31 December 2019 
566.0 
5.5
571.5
 
 
Accumulated depreciation and impairment 
 
At 1 January 2018 
 (194.5) 
 (1.4)
 (195.9)
Depreciation charge for the year 
 (65.7) 
 (1.2)
 (66.9)
Impairment charge for the year 
 (14.2) 
– 
 (14.2)
Derecognition 
 8.2  
 0.1 
 8.3 
Effect of foreign exchange rate changes 
 0.4  
 – 
 0.4 
At 1 January 2019 
 (265.8) 
 (2.5)
 (268.3)
Businesses sold (see note 29) 
12.0 
–
12.0
Depreciation charge for the year 
(64.9) 
(1.4)
(66.3)
Derecognition 
44.4 
0.1
44.5
Impairment charge for the year 
(8.7) 
– 
(8.7)
Transferred to assets held for sale (see note 20) 
19.4 
– 
19.4
Effect of foreign exchange rate changes 
9.0 
0.2
9.2
At 31 December 2019 
(254.6) 
(3.6)
(258.2)
Net book value at 31 December 2019 
311.4 
1.9
313.3
Net book value at 31 December 2018 
 413.1  
 2.1 
 415.2 
The asset impairments of £8.7m, which arose following an impairment review of certain site-based assets in Australia, as a result of 
the retail disposals in the market, are included within exceptional items (2018 – £14.2m in the UK and Australia, of which £12.9m are 
included within exceptional items) (see note 2). 
 
 
Inchcape Annual Report and Accounts 2019
149 
STRATEGIC REPORT
GOVERNANCE
FINANCIAL STATEMENTS

Notes to the financial statements continued 
13 Right-of-use assets and lease liabilities continued 
 
2019  
£m 
20181 
£m 
Lease liabilities 
 
Current 
56.8 
66.3
Non-current 
296.0 
394.1
At 31 December  
352.8 
460.4
1. In the previous year, the Group only recognised lease assets and lease liabilities in relation to leases that were classified as ‘finance leases’ under IAS 17 Leases. The assets 
were presented in property, plant and equipment and the liabilities as part of the Group’s borrowings. For adjustments recognised on adoption of IFRS 16, please see note 33. 
b. 
The Group’s leasing activities and how these are accounted for 
The Group leases various retail and other locations, primarily in the UK, Australia, Hong Kong, South America and Russia. Rental 
contracts are typically made for fixed periods of 2 to 25 years but may have extension options as described below. Lease terms are 
negotiated on an individual basis and contain a wide range of different terms and conditions.  
Lease liabilities arising from a lease are initially measured on a present value basis. Lease liabilities include the net present value of 
the following lease payments: 
– fixed payments (including in-substance fixed payments), less any lease incentives receivable; 
– variable lease payments that are based on an index or a rate, initially measured using the index or rate as at the 
commencement date; 
– amounts expected to be payable by the Group under residual value guarantees; 
– the exercise price of a purchase option if the Group is reasonably certain to exercise that option; and 
– payments of penalties for terminating the lease, if the lease term reflects the Group exercising that option. 
Lease payments to be made under reasonably certain extension options are also included in the measurement of the liability. 
The lease payments are discounted using the interest rate implicit in the lease. If that rate cannot be readily determined, which is 
generally the case for leases in the Group, the lessee’s incremental borrowing rate is used, being the rate that the individual lessee 
would have to pay to borrow the funds necessary to obtain an asset of similar value to the right-of-use asset in a similar economic 
environment with similar terms, security and conditions. 
To determine the incremental borrowing rate, the Group: 
– uses a build-up approach that starts with a risk-free interest rate by market and currency;  
– applies a credit risk, based on yields of comparable entities, to the determined risk-free interest rate by market; and 
– where applicable, makes adjustments specific to the lease, e.g. term, country, currency and security. 
The Group is exposed to potential future increases in variable lease payments based on an index or rate, which are not included in 
the lease liability until they take effect. When adjustments to lease payments based on an index or rate take effect, the lease liability 
is reassessed and adjusted against the right-of-use asset. 
Lease payments are allocated between principal and finance cost. The finance cost is charged to profit or loss over the lease 
period to produce a constant periodic rate of interest on the remaining balance of the liability for each period. 
Right-of-use assets are recognised at the commencement date of the lease. Right-of-use assets comprising mainly land and 
buildings are measured at cost less accumulated depreciation and impairment losses. The costs include the amount of the initial 
measurement of the lease liability, any lease payments made at or before the commencement date less lease incentives received, 
any direct costs and an estimate of dismantling costs. The carrying amount is further adjusted for any remeasurement of the lease 
liability. Depreciation is expensed to the income statement on a straight-line basis over the lease term. The lease term includes the 
noncancellable period of lease together with any extension or termination options that are reasonably certain to be exercised.  
Payments associated with short-term leases and all leases of low-value assets are recognised on a straight-line basis as an expense 
in profit or loss. Short-term leases are leases with a lease term of 12 months or less. Low-value assets comprise largely of small items 
of office equipment. 
 
 
Inchcape Annual Report and Accounts 2019
150

14 Investments in joint ventures and associates 
Details of the interests held by the Group in joint ventures and associates can be found in note 16 to the Inchcape Plc Company 
financial statements on pages 188 to 196.  
Amounts recognised in the statement of financial position in respect of joint ventures and associates are as follows: 
 
2019 
£m 
2018 
£m 
At 1 January 
4.3
4.2
Share of profit after tax of joint ventures and associates  
0.3
0.1
Disposals 
(0.1)
–
Effect of foreign exchange rate changes 
(0.2)
–
At 31 December  
4.3
4.3
Net assets of joint ventures and associates 
 
2019 
£m 
2018 
£m
Current assets 
9.1
10.1
Total assets 
9.1
10.1
Current liabilities 
(0.4)
(1.5)
Total liabilities 
(0.4)
(1.5)
Net assets 
8.7
8.6
Results of joint ventures and associates 
 
2019 
£m 
2018 
£m
Revenue 
–
0.2
Other income 
0.6
–
Profit before tax 
0.6
0.2
Tax 
–
–
Profit after tax of joint ventures and associates  
0.6
0.2
Summarised financial information of joint ventures and associates 
 
2019
£m 
2018
£m
Opening net assets at 1 January 
8.6
8.4
Profit for the year 
0.6
0.2
Disposals 
(0.2)
–
Other comprehensive income for the year 
(0.3)
–
Closing net assets at 31 December 
8.7
8.6
 
Carrying value of interest in joint ventures and associates 
4.3
4.3
As at 31 December 2019, no guarantees were provided in respect of joint ventures and associates’ borrowings (2018 – £nil). 
 
 
Inchcape Annual Report and Accounts 2019
151 
STRATEGIC REPORT
GOVERNANCE
FINANCIAL STATEMENTS

Notes to the financial statements continued 
15 Financial assets at fair value through other comprehensive income 
 
2019  
£m 
2018 
£m
At 1 January  
7.4 
7.5
Additions 
– 
0.6
Disposals 
– 
(0.5)
Effect of foreign exchange rate changes 
(0.3) 
(0.2)
At 31 December 
7.1 
7.4
Analysed as: 
 
2019  
£m 
2018 
£m
Current 
0.2 
0.8
Non-current 
6.9 
6.6
 
7.1 
7.4
Assets held are analysed as follows: 
 
2019  
£m 
2018 
£m
Equity securities 
6.9 
7.2
Other 
0.2 
0.2
 
7.1 
7.4
‘Equity securities’ includes a 15% equity interest in Hino Motors Manufacturing Company SAS. 
‘Other’ includes debentures that are not subject to interest rates and do not have fixed maturity dates. They are valued by 
reference to traded market values. 
 
 
Inchcape Annual Report and Accounts 2019
152

16 Trade and other receivables 
 
Current  
 
Non-current
2019
 £m 
2018 
(Restated)1 
 £m   
2019
 £m 
2018
(Restated) 1
 £m 
Trade receivables 
329.0
337.4  
12.6
10.0
Less: provision for impairment of trade receivables 
(8.7)
(11.4)  
–
–
Net trade receivables 
320.3
326.0  
12.6
10.0
Prepayments and accrued income2 
117.9
124.2  
7.1
22.1
Other receivables 
74.1
62.4  
19.0
20.3
 
512.3
512.6  
38.7
52.4
1. See note 33. 
2. The balance of accrued income at 31 December 2019 is £62.1m (2018 – £58.3m). 
Movements in the provision for impairment of receivables were as follows:  
 
2019
 £m 
2018
 £m
At 1 January  
(11.4)
(10.2)
Businesses acquired 
–
(1.7)
Charge for the year 
(2.0)
(1.3)
Amounts written off  
1.1
1.2
Unused amounts reversed 
3.6
0.7
Effect of foreign exchange rate changes 
–
(0.1)
At 31 December 
(8.7)
(11.4)
At 31 December, the analysis of trade receivables is as follows: 
Total
£m
Neither past 
due nor 
impaired
£m
 Past due but not impaired
Impaired
£m
0 – 30 days
£m
30 – 90 days 
£m 
> 90 days
£m
2019 
341.6
228.2
53.9
24.7 
26.1
8.7
2018 
347.4
252.4
47.0
21.9 
14.7
11.4
Trade receivables are non-interest bearing and are generally on credit terms of 30 to 60 days. 
Management considers the carrying amount of trade and other receivables to approximate to their fair value. Long-term 
receivables have been discounted where the time value of money is considered to be material.  
Concentration of credit risk with respect to trade receivables is very limited due to the Group’s broad customer base across a 
number of geographic regions.  
Inchcape Annual Report and Accounts 2019
153 
STRATEGIC REPORT
GOVERNANCE
FINANCIAL STATEMENTS

Notes to the financial statements continued 
17 Deferred tax 
Net deferred tax (liability) / asset  
Pension and 
other post-
retirement 
benefits 
£m 
Cash flow 
hedges
£m 
Share-based 
payments
£m 
Tax
 losses
£m 
Accelerated 
tax 
depreciation
£m 
Provisions and 
other timing 
differences 
£m 
Distribution 
 agreements 
£m 
IFRS 16
£m 
Total
£m 
At 1 January 2019 
(14.4) 
(3.4)
2.0
11.1
(4.8)
12.7 
(73.1) 
–
(69.9)
Adjustment for IFRS 16 
– 
–
–
–
–
– 
– 
10.9
10.9
At 1 January 2019 (restated)1 
(14.4) 
(3.4)
2.0
11.1
(4.8)
12.7 
(73.1) 10.9
(59.0)
Credited / (charged) to the 
consolidated income statement 
– 
0.1
(0.4)
8.0
0.6
(2.3) 
– 
1.4
7.4
(Charged) / credited to equity and 
other comprehensive income  
10.1 
7.0
0.7
–
–
– 
– 
–
17.8
Businesses acquired / disposed 
(0.1) 
–
–
(0.2)
(0.5)
(0.5) 
(6.4) 
(1.1)
(8.8)
Effect of foreign exchange 
rate changes 
0.2 
(0.2)
–
(0.6)
(0.3)
(1.0) 
6.5 
(0.4)
4.2
At 31 December 2019 
(4.2) 
3.5
2.3
18.3
(5.0)
8.9 
(73.0) 10.8
(38.4)
Analysed as: 
 
2019 
 £m  
2018
(Restated)1
 £m 
Deferred tax assets 
58.3 
33.3
Deferred tax liabilities 
(96.7) 
(92.3)
 
(38.4) 
(59.0)
1. See note 33. 
Measured at relevant local statutory rates, the Group has an unrecognised deferred tax asset of £22m (2018 – £29m) relating to tax 
relief on trading losses. The unrecognised asset represents £108m (2018 – £140m) of losses which exist within legal entities where 
forecast taxable profits are not probable in the foreseeable future. 
The Group has unrecognised deferred tax assets of £25m (2018 – £23m) relating to capital losses. The asset represents £147m 
(2018 – £136m) of losses at the UK standard rate of 17.0% (2018 – 17.0%). The key territory holding the losses is the UK. 
No deferred tax is recognised on unremitted earnings of overseas subsidiaries on the basis that the Group can control the timing 
of dividends. In addition, the majority of overseas reserves can now be repatriated to the UK with no tax cost. There are a small 
number of territories that do not qualify for this treatment. This principally relates to Ethiopia where dividend tax of £2.0m  
(2018 – £2.5m) is accrued based on current year after tax earnings. 
The net deferred tax asset on provisions and other timing differences is principally made up of a deferred tax liability on non-
qualifying property £11.4m (2018 – £12.5m) offset by deferred tax assets on trade related accounting provisions in the Group’s 
operating companies £20.3m (2018 – £25.2m). 
The deferred tax liability on distribution agreements of £73.0m (2018 – £73.1m) has been recorded as a result of the business 
acquisitions during 2016, 2018 and 2019. 
The deferred tax asset on tax trading losses of £18.3m (2018 – £11.1m) relates to territories and entities where future taxable profits 
are considered probable. 
Inchcape Annual Report and Accounts 2019
154

18 Inventories 
 
2019
£m 
2018
£m
Raw materials and work in progress 
33.2
31.0
Finished goods and merchandise  
1,533.7
1,820.9
 
1,566.9
1,851.9
Vehicles held on consignment which are in substance assets of the Group amount to £167.2m (2018 – £205.6m). These have been 
included in ‘finished goods and merchandise’ with the corresponding liability included within ‘trade and other payables’. Payment 
becomes due when title passes to the Group, which is generally the earlier of six months from delivery or the date of sale.  
An amount of £44.8m (2018 – £49.9m) has been provided against the gross cost of inventory at the year end. The cost of inventories 
recognised as an expense in the year is £7,504.9m (2018 – £7,466.7m). The write-down of inventory to net realisable value recognised 
as an expense during the year was £22.2m (2018 – £57.9m). All of these items have been included within ‘cost of sales’ in the 
consolidated income statement.  
19 Cash and cash equivalents 
 
2019
 £m 
2018
 £m 
Cash at bank and cash equivalents 
321.5
370.3
Short-term deposits 
101.5
219.0
 
423.0
589.3
Cash and cash equivalents are generally subject to floating interest rates determined by reference to short-term benchmark rates 
applicable in the relevant currency or market (primarily LIBOR or the local equivalent). At 31 December 2019, the weighted average 
floating rate was 0.42% (2018 – 0.45%). 
£88.0m (2018 – £100.1m) of cash and cash equivalents is held in Ethiopia where prior approval is required to transfer funds abroad, 
and currency may not be available locally to effect such transfers.  
At 31 December 2019, short-term deposits have a weighted average period to maturity of 25 days (2018 – 20 days). 
20 Assets and liabilities held for sale and disposal group 
 
2019
 £m 
2018
 £m 
Assets held for sale 
5.1
8.9
Assets directly associated with the disposal group  
144.3
–
Assets classified as held for sale and disposal group 
149.4
8.9
Liabilities directly associated with the disposal group 
(106.1)
–
The assets and liabilities in the disposal group comprise the following: 
 
2019
 £m 
2018
 £m 
Goodwill 
7.6
–
Property, plant and equipment 
30.2
–
Right-of-use assets  
22.9
–
Inventories 
83.6
–
Assets directly associated with the disposal group 
144.3
–
Trade and other payables 
(76.4)
–
Lease liabilities 
(29.7)
–
Liabilities directly associated with the disposal group 
(106.1)
–
Assets held for sale relate to surplus properties within the UK, Russia and Colombia which are actively marketed with a view to sale.  
The disposal groups relate to the assets and liabilities attributable to retail centres in the UK and Australia and are stated net of an 
impairment charge of £2.8m which has been reported as an exceptional charge in the income statement following the subsequent 
write-down of disposal groups to fair value less costs to sell.  
 
Inchcape Annual Report and Accounts 2019
155 
STRATEGIC REPORT
GOVERNANCE
FINANCIAL STATEMENTS

Notes to the financial statements continued 
21 Trade and other payables 
 
Current  
 
Non-current
 
2019
 £m 
2018 
(Restated)1 
 £m  
 
2019 
 £m  
2018
 £m 
Trade payables 
241.2
225.0  
– 
3.5
Payments received on account 
60.3
87.7  
4.3 
3.7
Vehicle funding agreements 
1,367.9
1,621.6  
– 
–
Other taxation and social security payable 
48.3
62.7  
– 
–
Accruals and deferred income 
252.3
339.9  
70.3 
58.0
Amounts payable to related parties 
–
0.1  
– 
–
Other payables 
26.4
19.6  
2.6 
2.1
  
1,996.4
2,356.6  
77.2 
67.3
1. See note 33. 
The Group finances the purchase of New vehicles for sale and a portion of Used vehicle inventories using vehicle funding 
facilities provided by various lenders including the captive finance companies associated with brand partners. Such arrangements 
generally are uncommitted facilities, have a maturity of 90 days or less and the Group is normally required to repay amounts 
outstanding on the earlier of the sale of the vehicles that have been funded under the facilities or the stated maturity date. 
Related cash flows are reported within cash flows from operating activities within the consolidated statement of cash flows. 
Vehicle funding facilities are subject to LIBOR-based (or similar) interest rates. The interest incurred under these arrangements is 
included within finance costs and classified as stock holding interest (see note 7). At 31 December 2019, amounts outstanding 
under vehicle funding facilities and on which interest was payable were subject to a weighted average interest rate of 1.5%  
(2018 – 2.5%). 
Management considers the carrying amount of trade and other payables to approximate to their fair value. Long-term payables 
have been discounted where the time value of money is considered to be material. 
Included within accruals and deferred income are the following balances: 
 
2019 
 £m  
2018
 £m
Extended warranties 
36.6 
42.0
Service packages 
38.1 
34.0
Other services 
44.7 
45.7
 
119.4 
121.7
Analysed as: 
 
2019 
£m 
2018
£m
Current 
58.6 
63.7
Non-current 
60.8 
58.0
 
119.4 
121.7
Revenue recognised in 2019 that was included in deferred revenue at the beginning of the year was £65.3m (2018 – £34.7m). 
Extended warranties 
Certain Group companies provide extended warranties to customers over and above those provided by the manufacturer and 
act as the principal in the supply of the warranty service. The periods covered are up to six years and / or specific mileage limits. 
A proportion of revenue is allocated to the extended warranty obligation and deferred to the balance sheet. The revenue is 
subsequently recognised over time along with the costs incurred in fulfilling any warranty obligations. 
Service packages 
Certain Group companies provide service packages to customers as part of the total vehicle package. Where the Group acts as 
principal, the value of the additional services is separately identified, deducted from revenue and recognised as deferred income 
on the balance sheet. It is subsequently recognised as revenue when the service is provided. 
Other services 
Certain Group companies provide other services as part of the total vehicle package (e.g. roadside assistance, fuel coupons etc). 
Where the Group acts as principal, the value of the additional services is separately identified, deducted from revenue and 
recognised as deferred income on the balance sheet. It is subsequently recognised as revenue over the period to which the 
service relates. 
Inchcape Annual Report and Accounts 2019
156

22 Provisions 
Product 
warranty 
£m 
Leasehold 
£m 
Litigation  
£m 
Other 
£m 
Total 
£m 
At 1 January 2019 
9.0
0.7
1.5 
21.8
33.0
Adjustment for IFRS 16 
–
1.0
– 
0.6
1.6
At 1 January 2019 (restated) 1 
9.0
1.7
1.5 
22.4
34.6
Businesses acquired 
–
–
0.5 
3.8
4.3
Business sold 
–
–
– 
(2.0)
(2.0)
Charged to the consolidated income statement 
4.5
0.3
0.6 
5.0
10.4
Released to the consolidated income statement 
(1.5)
(0.1)
(0.5) 
(1.7)
(3.8)
Effect of unwinding of discount factor 
0.1
–
– 
0.1
0.2
Utilised during the year 
(1.1)
(1.1)
(0.2) 
(3.4)
(5.8)
Effect of foreign exchange rate changes 
(0.4)
(0.3)
(0.2) 
(1.1)
(2.0)
At 31 December 2019 
10.6
0.5
1.7 
23.1
35.9
Analysed as: 
 
2019
£m 
2018
(Restated) 1
£m
Current 
23.0
20.3
Non-current 
12.9
14.3
 
35.9
34.6
1. See note 33. 
Product warranty 
Certain Group companies provide assurance warranties as part of the sale of a vehicle. These are not separable products. 
The warranty periods covered are up to five years and / or specific mileage limits. Provision is made for the expected cost of 
labour and parts based on historical claims experience and expected future trends. These assumptions are reviewed regularly.  
Leasehold 
The Group is committed to certain leasehold premises for which it no longer has a commercial use. These are principally located 
in the UK, Australia and Hong Kong. Provision has been made to the extent of the estimated future net cost, excluding the lease 
liability recognised under IFRS 16. This includes taking into account existing subtenant arrangements. The category also includes 
the future obligation relating to the maintenance of premises. The expected utilisation period of these provisions is generally over 
the next ten years.  
Litigation 
This includes a number of litigation provisions in respect of claims that have been brought against various Group companies. 
The claims are generally expected to be concluded within the next three years. 
Other 
This category principally includes provisions relating to uncertain non-income taxes recognised on acquisition of a business, 
residual values on leased vehicles and provisions relating to restructuring activities. These provisions are expected to be utilised 
within three years. 
Inchcape Annual Report and Accounts 2019
157 
STRATEGIC REPORT
GOVERNANCE
FINANCIAL STATEMENTS

Notes to the financial statements continued 
23 Borrowings  
 
 
Floating rate 
 
Fixed rate 
 
 
 
2019 
£m 
Weighted 
average 
effective 
interest rate 
% 
£m 
Weighted 
average 
effective 
interest rate 
% 
Total interest 
bearing  
£m 
On which 
no interest 
is paid  
£m 
2019
Total 
£m 
Current 
 
 
Bank overdrafts 
43.8
0.8
–
–
43.8 
– 
43.8
Bank loans 
6.3
1.0
–
–
6.3 
– 
6.3
 
50.1
0.8
–
–
50.1 
– 
50.1
Non-current 
 
 
Bank loans 
60.0
1.1
–
–
60.0 
– 
60.0
Private Placement 
–
–
210.0
3.0
210.0 
– 
210.0
 
60.0
1.1
210.0
3.0
270.0 
– 
270.0
Total borrowings 
110.1
1.0
210.0
3.0
320.1 
– 
320.1
Bank overdrafts include £43.8m (2018 – £125.9m) held in cash pooling arrangements which have not been offset in the 
consolidated statement of financial position (see note 24b). 
 
Floating rate
Fixed rate
 
 
2018 (Restated)1 
£m
Weighted 
average 
effective 
interest rate 
%
£m
Weighted 
average 
effective 
interest rate 
%
Total interest 
bearing  
£m 
On which 
no interest 
is paid  
£m 
2018
Total 
£m
Current 
 
 
Bank overdrafts 
125.9
0.8
–
–
125.9 
– 
125.9
Bank loans 
163.6
1.0
–
–
163.6 
– 
163.6
Private Placement 
127.4
1.5
–
–
127.4 
– 
127.4
Other loans 
–
–
–
–
– 
0.1 
0.1
 
416.9
1.1
–
–
416.9 
0.1 
417.0
Non-current 
 
 
Private Placement 
–
–
210.0
3.0
210.0 
– 
210.0
 
 
 
Total borrowings 
416.9
1.1
210.0
3.0
626.9 
0.1 
627.0
1. See note 33. 
Interest payments on floating rate financial liabilities are determined by reference to short-term benchmark rates applicable in the 
relevant currency or market (primarily LIBOR or the local equivalent). 
The £210m Sterling Private Placement loan notes are held at amortised cost. They have a fair value of £212.1m (2018 – £208.6m) 
calculated from discounted cash flow techniques obtained using discount rates from observable market data, which is a level 2 
valuation technique. The fair values of the Group’s other borrowings are not considered to be materially different from their 
book value.  
£nil of the Group’s bank loans are secured by term deposits placed under a standby letter of credit and related facility 
arrangements (2018 – £38.2m). The Group’s bank overdrafts are secured by related offsetting cash balances held under pooling 
arrangements. The Group’s remaining borrowings are unsecured. 
In February 2019, the Group entered into a syndicated revolving credit facility of £700m with an initial expiry date of February 2024 
and options to renew until 2026. This facility replaced the Group’s existing syndicated revolving credit facility agreement for £400m 
and existing bilateral facility agreements of £221m. 
At 31 December 2019, the committed funding facilities of the Group comprised a syndicated revolving credit facility of £700m  
(2018 – £400m), bilateral revolving credit facilities of £nil (2018 – £221m), US dollar Private Placement loan notes totalling US$nil (2018 
– US$161m) and sterling Private Placement loan notes totalling £210m (2018 – £210m). 
At 31 December 2019, £60m of the £700m was drawn down (2018 – £nil). 
 
 
Inchcape Annual Report and Accounts 2019
158

23 Borrowings continued 
In December 2016, the Group concluded a Private Placement transaction raising £210m to refinance existing US dollar Private 
Placement borrowings which matured in May 2017. The amounts drawn under these facilities are as follows: 
Maturity date 
May 2024
May 2027
May 2027 
May 2029
Amount drawn 
£70m
£30m
£70m 
£40m
Fixed rate coupon 
2.85%
3.02%
3.12% 
3.10%
All of the Group’s remaining US$161m US dollar Private Placement loan notes were repaid in May 2019. 
The table below sets out the maturity profile of the Group’s existing borrowings that are exposed to interest rate risk. The analysis for 
2018 is presented after taking account of the cross currency fixed to floating interest rate swap on US$161m of Private Placement 
loan notes. 
2019 
Less than
 1 year 
£m 
Between 1 
 and 2 years 
£m 
Between 2 
and 3 years 
£m 
Between 3 
and 4 years 
£m 
Between 4  
and 5 years  
£m 
Greater than 
5 years 
£m 
Total interest 
bearing 
£m 
Fixed rate 
 
Private Placement 
–
–
–
–
70.0 
140.0
210.0
Floating rate 
 
Bank overdrafts 
43.8
–
–
–
– 
–
43.8
Bank loans 
6.3
–
–
–
60.0 
–
66.3
 
2018 (Restated)1 
Less than
 1 year 
£m
Between 1 
 and 2 years 
£m
Between 2 
and 3 years 
£m
Between 3 
and 4 years 
£m
Between 4  
and 5 years  
£m 
Greater than 
5 years 
£m
Total interest 
bearing 
£m
Fixed rate 
 
Private Placement 
–
–
–
–
– 
210.0
210.0
Floating rate 
 
Bank overdrafts 
125.9
–
–
–
– 
–
125.9
Bank loans 
163.6
–
–
–
– 
–
163.6
Private Placement 
127.4
–
–
–
– 
–
127.4
1. See note 33. 
 
 
Inchcape Annual Report and Accounts 2019
159 
STRATEGIC REPORT
GOVERNANCE
FINANCIAL STATEMENTS

Notes to the financial statements continued 
24 Financial instruments 
The Group’s financial liabilities, other than derivatives, comprise overdrafts, loan notes, trade and other payables and lease 
liabilities. The main purpose of these instruments is to raise finance for the Group’s operations. The Group also has various 
financial assets such as trade and other receivables, cash and short-term deposits which arise from its trading operations. 
The Group’s primary derivative transactions include forward and swap currency contracts, and cross currency interest rate swaps. 
The purpose is to manage the currency and interest rate risks arising from the Group’s trading operations and its sources of finance. 
Group policy is that there is no trading or speculation in derivatives. 
The main risks arising from the Group’s financial instruments are interest rate risk, currency risk, credit risk and liquidity risk. 
a. Classification of financial instruments 
2019 
Measured at 
amortised 
cost 
£m 
Measured at 
fair value 
through other 
comprehensive 
income  
£m  
Measured at 
fair value 
through profit 
or loss  
£m 
 Total 
£m 
Financial assets 
 
 
Financial assets at fair value through other comprehensive income 
–
7.1 
– 
7.1
Trade and other receivables 
490.2
– 
– 
490.2
Derivative financial instruments 
–
0.9 
15.3 
16.2
Cash and cash equivalents 
423.0
– 
– 
423.0
Total financial assets 
913.2
8.0 
15.3 
936.5
Financial liabilities 
 
 
Trade and other payables 
(1,885.4)
– 
– 
(1,885.4)
Derivative financial instruments 
–
(3.3) 
(24.1) 
(27.4)
Lease liabilities 
(352.8)
– 
– 
(352.8)
Borrowings 
(320.1)
– 
– 
(320.1)
Total financial liabilities 
(2,558.3)
(3.3) 
(24.1) 
(2,585.7)
 
(1,645.1)
4.7 
(8.8) 
(1,649.2)
 
2018 (Restated)1 
Measured at 
amortised 
cost 
£m 
Measured at 
fair value 
through other 
comprehensive 
income  
£m  
Measured at 
fair value 
through profit 
or loss  
£m 
 Total 
£m 
Financial assets 
 
 
Financial assets at fair value through other comprehensive income 
–
7.4 
– 
7.4
Trade and other receivables 
409.8
– 
– 
409.8
Derivative financial instruments 
–
16.8 
75.3 
92.1
Cash and cash equivalents 
589.3
– 
– 
589.3
Total financial assets 
999.1
24.2 
75.3 
1,098.6
Financial liabilities 
 
 
Trade and other payables 
(2,225.7)
– 
– 
(2,225.7)
Derivative financial instruments 
–
(1.2) 
(12.1) 
(13.3)
Lease liabilities 
(460.4)
– 
– 
(460.4)
Borrowings 
(627.0)
– 
– 
(627.0)
Total financial liabilities 
(3,313.1)
(1.2) 
(12.1) 
(3,326.4)
 
(2,314.0)
23.0 
63.2 
(2,227.8)
1. See note 33. 
 
 
Inchcape Annual Report and Accounts 2019
160

24 Financial instruments continued 
b. Offsetting financial assets and financial liabilities 
The following financial assets are subject to offsetting, enforceable netting arrangements and similar agreements: 
 
Gross amounts of 
financial assets
£m 
Gross amounts of 
financial liabilities set 
off in the statement of 
financial position
£m 
Net amounts 
of financial assets 
presented in the 
statement of 
financial position
£m 
Related amounts not set off
in the statement of
financial position 
 
Financial 
instruments 
£m 
Cash 
collateral 
received
£m 
Net 
amount
£m 
As at 31 December 2019 
Derivative financial assets 
16.2
–
16.2
(8.3) 
–
7.9
Cash and cash equivalents 
423.0
–
423.0
(43.8) 
–
379.2
Total 
439.2
–
439.2
(52.1) 
–
387.1
As at 31 December 2018 
Derivative financial assets 
98.4
(6.3)
92.1
(11.9) 
–
80.2
Cash and cash equivalents 
589.3
–
589.3
(125.9) 
–
463.4
Total 
687.7
(6.3)
681.4
(137.8) 
–
543.6
The following financial liabilities are subject to offsetting, enforceable netting arrangements and similar agreements: 
 
Gross amounts of 
financial liabilities
£m 
Gross amounts of 
financial assets set off 
in the statement of 
financial position
£m 
Net amounts 
of financial liabilities 
presented in the 
statement of 
financial position
£m 
Related amounts not set 
off in the statement of
financial position 
Net 
amount
£m 
Financial 
instruments 
£m 
Cash 
collateral 
paid
£m 
As at 31 December 2019 
Derivative financial liabilities 
(27.4)
–
(27.4)
8.3 
–
(19.1)
Bank overdrafts 
(43.8)
–
(43.8)
43.8 
–
–
Total 
(71.2)
–
(71.2)
52.1 
–
(19.1)
As at 31 December 2018 
Derivative financial liabilities 
(19.6)
6.3
(13.3)
11.9 
–
(1.4)
Bank overdrafts 
(125.9)
–
(125.9)
125.9 
–
–
Total 
(145.5)
6.3
(139.2)
137.8 
–
(1.4)
For the financial assets and liabilities subject to enforceable netting arrangements or similar agreements above, each agreement 
between the Group and the counterparty allows for net settlement of the relevant financial assets and liabilities. If the parties 
subject to the agreement do not elect to settle on a net basis, financial assets and liabilities will be settled on a gross basis. 
However, each party to the netting agreement will have the option to settle all such amounts on a net basis in the event of  
a default of the other party. 
 
 
Inchcape Annual Report and Accounts 2019
161 
STRATEGIC REPORT
GOVERNANCE
FINANCIAL STATEMENTS

Notes to the financial statements continued 
24 Financial instruments continued 
c. Market risk and sensitivity analysis 
Financial instruments affected by market risk include borrowings, deposits and derivative financial instruments. The Group is not 
exposed to commodity price risk. The following analysis, required by IFRS 7, is intended to illustrate the sensitivity to changes in 
market variables, being primarily UK interest rates and the Japanese yen exchange rate with both the Australian dollar and 
Chilean peso. 
The following assumptions were made in calculating the sensitivity analysis: 
– changes in the carrying value of derivative financial instruments designated as cash flow hedges from movements in interest 
rates are assumed to be recorded fully in equity; 
– changes in the carrying value of derivative financial instruments designated as fair value hedges from movements in interest 
rates have an immaterial effect on the consolidated income statement and equity due to compensating adjustments in the 
carrying value of debt; 
– changes in the carrying value of financial instruments not in hedging relationships only affect the consolidated income 
statement; and 
– all other changes in the carrying value of derivative financial instruments designated as hedges are fully effective with no impact 
on the consolidated income statement. 
d. Interest rate risk and sensitivity analysis 
The Group’s interest rate policy has the objective of minimising net interest expense and protecting the Group from material 
adverse movements in interest rates. 
Instruments approved for the purpose of hedging interest rate risk include interest rate swaps, forward rate agreements and 
options. The Group’s exposure to the risk of changes in market interest rates arises primarily from the floating rate interest payable 
on the Group’s loan notes that expired in 2019, bank borrowings, supplier-related finance and the returns available on surplus cash. 
Interest rate risk table 
The following table demonstrates the sensitivity of the Group’s profit before tax to a reasonably possible change in interest rates on 
bank borrowings, supplier related finance and cash balances as at 31 December 2019 with all other variables held constant. 
 
Increase 
in basis  
points  
 Effect on 
profit before 
tax
£m 
2019 
 
Sterling 
75 
(10.6)
Euro 
50 
0.3
Russian rouble 
500 
0.7
Australian dollar 
100 
3.1
US dollar 
75 
0.4
2018 
 
Sterling 
75 
(9.6)
Euro 
50 
0.1
Russian rouble 
500 
0.4
Australian dollar 
100 
1.2
US dollar 
75 
0.9
 
 
Inchcape Annual Report and Accounts 2019
162

24 Financial instruments continued 
e. Foreign currency risk 
The Group publishes its consolidated financial statements in Sterling and faces currency risk on the translation of its earnings and 
net assets, a significant proportion of which are in currencies other than Sterling. 
Transaction exposure hedging 
The Group has transactional currency exposures, where sales or purchases by an operating unit are in currencies other than in that 
unit’s reporting currency. For a significant proportion of the Group these exposures are removed as trading is denominated in the 
relevant local currency. In particular, local billing arrangements are in place for many of our businesses with our brand partners. 
The principal exception is for our business in Australia which purchases vehicles in Japanese yen and our South and Central 
American businesses which purchase vehicles in Japanese yen and US dollars. 
In this instance, the Group seeks to hedge forecast transactional foreign exchange rate risk using forward foreign currency 
exchange contracts. The effective portion of the gain or loss on the hedge is recognised in the consolidated statement of 
comprehensive income to the extent it is effective and recycled into the consolidated income statement at the same time as 
the underlying hedged transaction affects the consolidated income statement. Under IFRS 9 hedges are documented and 
tested for the hedge effectiveness on an ongoing basis. 
Hedge of foreign currency debt 
In 2018, the Group used cross currency interest rate swaps to hedge the forward foreign currency risk associated with the US$161m 
Private Placement loan notes. The effective portion on the gain or loss of the hedge was recognised in the consolidated income 
statement at the same time as the underlying hedged transaction affects the consolidated income statement. The US$ Private 
Placement loan notes were fully repaid in 2019. 
Foreign currency risk table 
The following table shows the Group sensitivity to a reasonably possible change in foreign exchange rates on its Japanese yen 
financial instruments. In this table, financial instruments are only considered sensitive to foreign exchange rates when they are not 
in the functional currency of the entity that holds them.  
 
Increase /
(decrease) in 
exchange 
rate 
 Effect on
 equity
£m 
2019 
Yen 
+10%
–
Yen 
-10%
(0.1)
2018 
Yen 
+10%
–
Yen 
-10%
(0.1)
f. 
Credit risk 
The amount due from counterparties arising from cash deposits and the use of financial instruments creates credit risk. The Group 
monitors its credit exposure to its counterparties via their credit ratings (where applicable) and through its policy of limiting its 
exposure to any one party to ensure that they are within Board approved limits and that there are no significant concentrations 
of credit risk.  
Group policy is to deposit cash and use financial instruments with counterparties with a long-term credit rating of A or better, where 
available. The notional amounts of financial instruments used in interest rate and foreign exchange management do not represent 
the credit risk arising through the use of these instruments. The immediate credit risk of these instruments is generally estimated by 
the fair value of contracts with a positive value. Credit limits are reviewed regularly. 
 
 
Inchcape Annual Report and Accounts 2019
163 
STRATEGIC REPORT
GOVERNANCE
FINANCIAL STATEMENTS

Notes to the financial statements continued 
24 Financial instruments continued 
The table below analyses the Group’s short-term deposits and derivative assets by credit exposure excluding bank balances and 
cash in hand: 
 
2019  
 
2018
Credit rating of counterparty 
Derivative 
assets 
£m 
 Short-term 
deposits 
£m  
Derivative  
assets  
£m 
 Short-term 
deposits
£m
AA- 
0.5
1.0  
43.4 
–
A+ 
1.5
–  
32.5 
68.1
A 
9.3
2.0  
– 
–
A- 
1.6
1.0  
12.0 
32.0
BBB+ 
0.1
1.0  
0.9 
0.7
BBB 
–
22.0  
– 
–
BBB- 
0.1
–  
0.1 
19.9
No rating* 
3.1
74.5  
3.2 
98.3
 
16.2
101.5  
92.1 
219.0
* Counterparties in certain markets in which the Group operates do not have a credit rating. 
No credit limits were exceeded during the reporting period and management does not expect any losses from non-performance 
by these counterparties. 
The maximum exposure to credit risk for cash at bank, receivables and other financial assets is represented by their carrying amount. 
Total cash at bank of £321.5m (2018 – £370.3m) includes cash in the Group’s regional pooling arrangements which are offset 
against borrowings for interest purposes. Netting of cash and overdraft balances in the consolidated statement of financial position 
only occurs to the extent that there is the legal ability and intention to settle net. As such, overdrafts are presented in current 
liabilities to the extent that there is no intention to offset with the cash balance. 
Trade receivables include amounts due from a number of finance houses in respect of vehicles sold to customers on finance 
arranged through the Group. An independent credit rating agency is used to assess the credit standing of each finance house. 
Limits for the maximum outstanding with each finance house are set accordingly.  
 
 
Inchcape Annual Report and Accounts 2019
164

24 Financial instruments continued 
g. Liquidity risk 
Prudent liquidity risk management includes maintaining sufficient cash and marketable securities, the availability of funding 
through an adequate amount of committed credit facilities and the ability to close out market positions. Due to the dynamic nature 
of the underlying businesses, Group Treasury aims to maintain flexibility in funding by keeping committed credit lines available.  
The table below summarises the maturity profile of the Group’s financial assets and liabilities at 31 December 2019 based on 
contractual expected undiscounted cash flows:  
2019 
Less than 
3 months 
£m 
Between 
3 to 12 
months
£m 
Between  
1 to 5 years  
£m 
Greater than 
5 years 
£m 
Total 
£m 
Financial assets 
 
Cash and cash equivalents 
414.3
8.7
– 
–
423.0
Trade and other receivables 
387.1
59.9
33.3 
13.0
493.3
Financial assets at fair value through other comprehensive income 
0.2
–
– 
6.9
7.1
Derivative financial instruments 
10.6
5.6
– 
–
16.2
 
812.2
74.2
33.3 
19.9
939.6
Financial liabilities 
 
Interest bearing loans and borrowings 
(44.0)
(6.8)
(156.9) 
(150.4)
(358.1)
Lease liabilities 
(21.4)
(60.1)
(235.8) 
(251.9)
(569.2)
Trade and other payables 
(1,619.6)
(251.4)
(14.4) 
–
(1,885.4)
Derivative financial instruments 
(18.7)
(8.7)
– 
–
(27.4)
 
(1,703.7)
(327.0)
(407.1) 
(402.3)
(2,840.1)
Net outflows 
(891.5)
(252.8)
(373.8) 
(382.4)
(1,900.5)
 
2018 (Restated)1 
Less than 
3 months 
£m
Between 
3 to 12 
months
£m
Between  
1 to 5 years  
£m 
Greater than 
5 years 
£m
Total 
£m
Financial assets 
 
Cash and cash equivalents 
573.7
15.6
– 
–
589.3
Trade and other receivables 
356.3
31.4
15.7 
12.2
415.6
Financial assets at fair value through other comprehensive income 
0.2
–
7.2 
–
7.4
Derivative financial instruments 
24.7
141.8
– 
–
166.5
 
954.9
188.8
22.9 
12.2
1,178.8
Financial liabilities 
 
Interest bearing loans and borrowings 
(164.6)
(253.5)
(25.3) 
(228.6)
(672.0)
Lease liabilities 
(21.6)
(61.8)
(242.9) 
(292.5)
(618.8)
Trade and other payables 
(1,913.6)
(299.2)
(12.9) 
–
(2,225.7)
Derivative financial instruments 
(13.4)
(76.4)
– 
–
(89.8)
 
(2,113.2)
(690.9)
(281.1) 
(521.1)
(3,606.3)
Net outflows 
(1,158.3)
(502.1)
(258.2) 
(508.9)
(2,427.5)
1. See note 33. 
Inchcape Annual Report and Accounts 2019
165 
STRATEGIC REPORT
GOVERNANCE
FINANCIAL STATEMENTS

Notes to the financial statements continued 
24 Financial instruments continued 
h. Fair value measurement 
In accordance with IFRS 13, disclosure is required for financial instruments that are measured in the consolidated statement 
of financial position at fair value. This requires disclosure of fair value measurements by level for the following fair value 
measurement hierarchy: 
– quoted prices in active markets (level 1); 
– inputs other than quoted prices that are observable for the asset or liability, either directly or indirectly (level 2); or 
– inputs for the asset or liability that are not based on observable market data (level 3). 
The following table presents the Group’s assets and liabilities that are measured at fair value: 
 
 
 
 
2019 
 
 
2018
 
Level 1
£m 
Level 2
£m 
Level 3
£m 
Total 
£m 
Level 1 
£m 
Level 2 
£m 
Level 3
£m
Total 
£m
Assets 
 
 
Derivatives used for hedging 
–
16.2
–
16.2
– 
92.1 
–
92.1
Financial assets at fair value through other 
comprehensive income 
0.5
–
6.6
7.1
0.5 
– 
6.9
7.4
 
0.5
16.2
6.6
23.3
0.5 
92.1 
6.9
99.5
Liabilities 
 
 
Derivatives used for hedging 
–
(27.4)
–
(27.4)
– 
(13.3) 
–
(13.3)
Level 1 represents the fair value of financial instruments that are traded in active markets and is based on quoted markets prices at 
the end of the reporting period. 
The fair value of financial instruments that are not traded in an active market (level 2) is determined by using valuation techniques 
which include the present value of estimated future cash flows. These valuation techniques maximise the use of observable market 
data where it is available and rely as little as possible on entity specific estimates. 
Derivative financial instruments are carried at their fair values. The fair value of forward foreign exchange contracts and foreign 
exchange swaps represents the difference between the value of the outstanding contracts at their contracted rates and a 
valuation calculated using the spot rates of exchange prevailing at 31 December 2019. 
The Group’s derivative financial instruments comprise the following: 
Assets  
 
Liabilities
 2019
£m 
 2018 
£m   
2019 
£m  
2018
£m 
Cross currency interest rate swaps 
–
52.2  
– 
–
Forward foreign exchange contracts  
16.2
39.9  
(27.4) 
(13.3)
 
16.2
92.1  
(27.4) 
(13.3)
The ineffective portion recognised in the consolidated income statement that arises from fair value hedges amounts to a loss of 
£0.1m (2018 – loss of £0.6m). The ineffective portion recognised in the consolidated income statement that arises from cash flow 
hedges amounts to a gain of £nil (2018 – £nil). 
Cash flow hedges 
The Group principally uses forward foreign exchange contracts to hedge purchases in a non-functional currency against 
movements in exchange rates. The cash flows relating to these contracts are generally expected to occur within 12 months  
(2018 – 12 months) of the end of the reporting period. 
The nominal principal amount of the outstanding forward foreign exchange contracts relating to transactional exposures at 
31 December 2019 was £804.5m (2018 – £810.5m). 
Net fair value gains and losses recognised in the hedging reserve in shareholders’ equity (see note 26) on forward foreign 
exchange contracts as at 31 December 2019 are expected to be released to the consolidated income statement within 12 months 
of the end of the reporting period (2018 – 12 months). 
Fair value hedge 
At 31 December 2018, the Group had in place three cross currency interest rate swaps. Two of these totalled US$200m which 
hedged changes in the fair value of the Group’s 12-year loan notes that matured in May 2019. Under these swaps the Group 
received fixed rate US dollar interest of 6.04% on US$200m and paid LIBOR +90bps. An additional US$39.2m cross currency interest 
rate swap was put in place after debt reduction in 2009 to offset the non-required portion of the original swaps. Under this swap the 
Group paid US dollar interest of 6.04% on US$39.2m and received LIBOR +214bps. The loan notes and cross currency interest rate 
swaps had the same critical terms and all matured in May 2019. 
 
 
Inchcape Annual Report and Accounts 2019
166

24 Financial instruments continued 
i. 
Capital management 
The Group’s capital structure consists of equity and debt. Equity represents funds raised from shareholders and debt represents 
funds raised from banks and other financial institutions. The primary objective of the Group’s management of debt and equity is to 
ensure that it maintains a strong credit rating and healthy capital ratios in order to finance the Group’s activities, both now and in 
the future, and to maximise shareholder value. 
The Group manages its capital structure and makes adjustments to it in light of changes in economic conditions. To maintain 
or adjust the capital structure, the Group may adjust the dividend payment to shareholders, return capital to shareholders or 
issue new shares. The Directors consider the Group’s capital structure and dividend policy at least twice a year prior to the 
announcement of results, taking into account the Group’s ability to continue as a going concern and the requirements of 
its business plan. 
The Group uses return on capital employed (ROCE) as a measure of its ability to drive better returns on the capital invested in the 
Group’s operations. 
 
2019 
2018
(Restated)1
Return on capital employed 
22.2%
22.2%
1. See note 33. 
The committed bank facilities and Private Placement borrowings are subject to the same interest cover covenant based on an 
adjusted EBITA measure to interest on consolidated borrowings. The Group is required to maintain a ratio of not less than three to 
one and was compliant with this covenant throughout the year. 
The Group monitors Group leverage by reference to three tests: Adjusted EBITA interest cover, the ratio of net debt to EBITDA and the 
ratio of net debt to market capitalisation. The leverage tests are measured excluding the impact of IFRS 16.  
 
2019 
2018 
Adjusted EBITA interest cover (times)* 
133.3
62.0
Net debt to EBITDA (times)** 
n/a
n/a
Net debt / market capitalisation (percentage)*** 
n/a
n/a
*  
Calculated as Adjusted EBITA / interest on consolidated borrowings. 
**  
Calculated as net debt / earnings before exceptional items, interest, tax, depreciation and amortisation. 
*** 
Calculated as net debt / market capitalisation as at 31 December. 
25  Share capital 
a. Allotted, called up and fully paid up 
2019
Number 
2018 
Number 
2019
£m 
2018
£m
Ordinary shares (nominal value of 10.0p each) 
 
At 1 January 
415,127,453
415,018,286 
41.6
41.6
Allotted under share option schemes 
75,353
109,167 
–
–
Cancelled under share buyback 
(16,070,070)
– 
(1.6)
–
At 31 December 
399,132,736
415,127,453 
40.0
41.6
b. Share buyback programme 
During the year, the Group repurchased 16,070,070 of its own shares through purchases on the London Stock Exchange at a cost 
of £98.5m (2018 – £nil). The shares repurchased during the year were cancelled, with none held within treasury shares at the end of 
the reporting period. An amount of £1.6m, equivalent to the nominal value of the cancelled shares, was transferred to the capital 
redemption reserve. Costs of £1.5m (2018 – £nil) associated with the transfer to the Group of the repurchased shares and their 
subsequent cancellation were charged to the profit and loss reserve. In 2018, there were no repurchases of own shares. 
c. Substantial shareholdings 
Details of substantial interests in the Company’s issued ordinary share capital received by the Company at 26 February 2020 under 
the provisions of the Companies Act 2006 have been disclosed in the significant shareholdings section of the Corporate 
Governance Report. 
 
 
Inchcape Annual Report and Accounts 2019
167 
STRATEGIC REPORT
GOVERNANCE
FINANCIAL STATEMENTS

Notes to the financial statements continued 
25  Share capital continued 
d. Share options 
At 31 December 2019, options to acquire ordinary shares of 10.0p each in the Company up to the following numbers under the 
schemes below were outstanding as follows: 
Number of ordinary  
shares of 10.0p each 
Exercisable until 
Option price 
(£)
Number of ordinary  
shares of 10.0p each 
Exercisable until 
Option price 
(£)
The Inchcape 1999 Share Option Plan  
 
The Inchcape SAYE Share Option Scheme  
– approved (Part II – UK) 
 
– approved 
2 
7 April 2020 
3.10  
84,162 
1 May 2020 
5.63
 
 
 
237,810 
1 May 2021 
6.66
 
 
 
702,425 
1 May 2022 
5.54
 
 
 
1,344,510 
1 May 2023 
4.59
– unapproved (Part I – UK) 
 
 
 
1,612 
7 April 2020 
3.10  
 
 
– unapproved overseas (Part I – Overseas) 
 
 
 
1,612 
7 April 2020 
3.10  
 
 
Included within the retained earnings reserve are 861,589 (2018 – 771,211) ordinary shares in the Company held by the Inchcape 
Employee Trust, a general discretionary trust whose beneficiaries include current and former employees of the Group and their 
dependants. The book value of these shares at 31 December 2019 was £5.5m (2018 – £5.1m). The market value of these shares 
at 31 December 2019 and 26 February 2020 was £6.1m and £5.1m respectively (31 December 2018 – £4.3m, 27 February  
2019 – £4.6m). 
26 Other reserves  
Translation 
reserve 
(Restated)1 
£m 
Hedging  
reserve 
£m 
Total other 
reserves
(Restated)1
£m 
At 1 January 2018 
(67.1) 
(16.5) 
(83.6)
Cash flow hedges: 
 
 
– Fair value movements 
– 
38.7 
38.7
– Reclassified and reported in inventories 
– 
(15.3) 
(15.3)
– Tax on cash flow hedges 
– 
(5.7) 
(5.7)
Other currency translation differences 
(10.0) 
– 
(10.0)
At 1 January 2019 
(77.1) 
1.2 
(75.9)
Cash flow hedges: 
 
 
– Fair value movements 
– 
(41.0) 
(41.0)
– Reclassified and reported in inventories 
– 
16.4 
16.4
– Tax on cash flow hedges 
– 
7.2 
7.2
Other currency translation differences 
(97.1) 
– 
(97.1)
At 31 December 2019 
(174.2) 
(16.2) 
(190.4)
1. See note 33. 
The effect of foreign exchange rate changes includes a gain of £2.7m (2018 – gain of £2.8m) on the sale and liquidation of 
overseas subsidiaries that has been reclassified to the consolidated income statement in accordance with IAS 21 The effects of 
changes in foreign exchange rates. 
Translation reserve 
The translation reserve is used to record foreign exchange rate changes relating to the translation of the results of foreign 
subsidiaries arising after 1 January 2004. It is also used to record foreign exchange differences arising on long-term foreign currency 
borrowings used to finance or hedge foreign currency investments.  
Hedging reserve 
For cash flow hedges that meet the conditions for hedge accounting, the portion of the gains or losses on the hedging instrument 
that are determined to be an effective hedge are recognised directly in shareholders’ equity. When the hedged firm commitment 
results in the recognition of a non-financial asset or liability then, at the time the asset or liability is recognised, the associated gains 
or losses that had previously been recognised in shareholders’ equity are included in the initial measurement of the acquisition cost 
or other carrying amount of the asset or liability.  
 
 
Inchcape Annual Report and Accounts 2019
168

27 Retained earnings 
 
2019 
£m 
2018
(Restated)1
£m 
At 1 January (restated)1 
1,087.0
1,145.0
Adjustment for IFRIC 232 
6.1
–
Total comprehensive income attributable to owners of the parent for the year: 
– Profit for the year 
322.9
32.4
– Actuarial (losses) / gains on defined pension benefits (see note 5) 
(71.7)
36.4
– Tax credited to reserves 
10.1
(6.2)
Total comprehensive income for the year 
261.3
62.6
Share-based payments, net of tax 
6.8
7.2
Share buyback programme 
(100.0)
–
Net purchase of own shares by Inchcape Employee Trust 
(9.3)
(12.6)
Dividends paid (see note 10) 
(110.5)
(115.2)
At 31 December 
1,141.4
1,087.0
1. See note 33. 
2. See accounting policies for further details. 
28 Notes to the consolidated statement of cash flows 
a. Reconciliation of cash generated from operations 
 
2019
£m 
2018 
(Restated)1
£m 
Cash flows from operating activities  
Operating profit  
448.6
174.9
Exceptional items (see note 2) 
(75.5)
223.7
Amortisation of intangible assets 
16.0
14.2
Depreciation of property, plant and equipment 
42.6
43.9
Depreciation of right-of-use assets 
66.3
66.9
Impairment of right-of-use assets (non-exceptional) 
–
1.3
Profit on disposal of property, plant and equipment 
(4.4)
(2.1)
Gain on disposal of right-of-use assets 
(0.1)
–
Share-based payments charge 
6.1
7.5
Decrease / (increase) in inventories 
94.8
(41.5)
Increase in trade and other receivables 
(29.4)
(15.4)
(Decrease) / increase in trade and other payables 
(121.5)
94.6
Increase in provisions 
1.7
1.0
Pension contributions less than the pension charge for the year2 
2.3
21.3
Decrease in interest in leased vehicles 
7.3
2.9
Payments in respect of operating exceptional items 
(10.5)
(10.1)
Other non-cash items  
1.6
(1.3)
Cash generated from operations 
445.9
581.8
1. See note 33. 
2. Includes additional payments of £2.8m (2018 – £2.7m) and a return of surplus of £nil (2018 – £16.8m). 
 
 
Inchcape Annual Report and Accounts 2019
169 
STRATEGIC REPORT
GOVERNANCE
FINANCIAL STATEMENTS

Notes to the financial statements continued 
28 Notes to the consolidated statement of cash flows continued 
b. Net debt reconciliation 
Liabilities from financing activities 
Assets 
Borrowings
£m 
Leases
£m 
Sub-total 
£m 
Cash / bank 
overdrafts 
£m 
Total
net debt
£m 
Net debt at 1 January 2018 (restated)1  
(333.3)
(422.3)
(755.6) 
416.6 
(339.0)
Cash flows 
(35.6)
64.0
28.4 
176.5 
204.9
Acquisitions 
(61.2)
(12.1)
(73.3) 
(152.7)
(226.0)
Disposals 
–
–
– 
13.4 
13.4
New lease liabilities 
–
(93.5)
(93.5) 
– 
(93.5)
Foreign exchange adjustments 
(4.3)
3.5
(0.8) 
9.6 
8.8
Net movement in fair value 
(14.5)
–
(14.5) 
– 
(14.5)
Net debt at 1 January 2019 (restated)1 
(448.9)
(460.4)
(909.3) 
463.4 
(445.9)
Cash flows 
197.4
65.7
263.1 
(214.0)
49.1
Acquisitions 
(22.9)
(12.5)
(35.4) 
(41.2)
(76.6)
Disposals 
–
41.8
41.8 
230.4 
272.2
New lease liabilities 
–
(30.2)
(30.2) 
– 
(30.2)
Transferred to liabilities held for sale 
–
30.1
30.1 
– 
30.1
Foreign exchange adjustments 
(1.8)
12.7
10.9 
(59.4)
(48.5)
Net movement in fair value 
(0.1)
–
(0.1) 
– 
(0.1)
Net debt at 31 December 2019 
(276.3)
(352.8)
(629.1) 
379.2 
(249.9)
1. See note 33. 
Net debt is analysed as follows: 
 
 2019  
£m  
2018 
(Restated)1
£m
Cash and cash equivalents as per the statement of financial position 
423.0 
589.3
Borrowings – disclosed as current liabilities 
(50.1) 
(417.0)
Add back: amounts treated as debt financing (see below) 
6.3 
291.1
Cash and cash equivalents as per the statement of cash flows 
379.2 
463.4
Debt financing 
 
Borrowings – disclosed as current liabilities and treated as debt financing (see above) 
(6.3) 
(291.1)
Borrowings – disclosed as non-current liabilities 
(270.0) 
(210.0)
Lease liabilities 
(352.8) 
(460.4)
Fair value of cross currency interest rate swaps 
– 
52.2
Debt financing 
(629.1) 
(909.3)
Net debt 
(249.9) 
(445.9)
1. See note 33. 
 
 
 
Inchcape Annual Report and Accounts 2019
170

29 Acquisitions and disposals 
a. Acquisitions 
On 31 January 2019, the Group acquired the full share capital of Krasta Auto in Lithuania, an authorised dealer of BMW Group, 
from Modus Group for a total cash consideration of £16.3m (net of cash acquired). The business was acquired to strengthen the 
Group’s partnership with BMW in Northern Europe. A Distribution agreement with a fair value of £19.0m has been recognised at the 
date of acquisition. The goodwill arising on the acquisition represents intangible assets that do not qualify for separate recognition 
and the premium paid to complete the Group’s consolidation of BMW’s representation across the Baltic region. None of the 
goodwill is expected to be deductible for tax purposes.  
On 2 December 2019, the Group acquired the full share capital of Autolider, a distributor of Mercedes-Benz passenger and 
commercial vehicles in both Uruguay and Ecuador, for cash consideration of £24.9m (net of cash acquired) and contingent 
consideration with a fair value of £3.9m. A Distribution agreement with a provisional fair value of £14.2m has been recognised 
at the date of acquisition. This business builds further on the Group’s presence in Latin America, adding two new markets, and is 
consistent with the focus on core Distribution capabilities. The goodwill arising on the acquisition represents intangible assets that 
do not qualify for separate recognition and the Group strengthening its Latin American platform. None of the goodwill is expected 
to be deductible for tax purposes. 
 
Krasta Auto 
£m 
Autolider1
£m 
Total
£m 
Assets and liabilities acquired  
 
Intangible assets  
– 
0.3
0.3
Distribution agreements recognised on acquisition (see note 11) 
19.0 
14.2
33.2
Property, plant and equipment  
0.3 
9.9
10.2
Right-of-use assets 
6.9 
4.8
11.7
Tax assets 
0.3 
1.2
1.5
Inventory 
8.2 
27.4
35.6
Trade and other receivables 
5.9 
18.7
24.6
Cash and cash equivalents 
1.1 
1.1
2.2
Trade and other payables 
(10.4) 
(24.7)
(35.1)
Lease liabilities 
(7.7) 
(4.8)
(12.5)
Provisions  
(1.7) 
(2.6)
(4.3)
Borrowings 
(7.0) 
(15.9)
(22.9)
Tax liabilities 
(3.6) 
(3.7)
(7.3)
Net identifiable assets 
11.3 
25.9
37.2
Goodwill 
6.1 
4.0
10.1
Net assets acquired 
17.4 
29.9
47.3
Consideration comprises 
 
Cash consideration 
17.4 
26.0
43.4
Contingent consideration 
– 
3.9
3.9
Total consideration 
17.4 
29.9
47.3
1. The fair values of acquired assets and liabilities are provisional.  
Income statement items 
 
 
Total
£m 
Revenue recognised since the acquisition date in the consolidated income statement 
 
55.9
Profit after tax since the acquisition date in the consolidated income statement  
 
0.9
If the acquisitions had occurred on 1 January 2019, the Group’s approximate revenue and operating profit before exceptional items for the year ended 31 December 2019 would 
have been £9,469.5m and £376.9m respectively.  
 
2019
£m 
2018 
£m
Cash outflow to acquire businesses, net of cash and overdrafts acquired 
Cash consideration 
43.4
161.2
Less: Cash acquired 
(2.2)
(8.5)
Net cash outflow 
41.2
152.7
 
 
Inchcape Annual Report and Accounts 2019
171 
STRATEGIC REPORT
GOVERNANCE
FINANCIAL STATEMENTS

Notes to the financial statements continued 
29 Acquisitions and disposals continued 
b. Disposals 
 
Australia 
Retail
£m 
UK Retail
£m 
Inchcape 
Fleet 
Solutions 
£m 
China
£m 
Total
£m 
Assets and liabilities disposed of 
 
Goodwill 
29.0
5.1
– 
–
34.1
Intangible assets  
–
–
0.3 
0.1
0.4
Property, plant and equipment  
33.2
14.8
5.1 
12.9
66.0
Right-of-use assets 
1.5
20.7
– 
14.1
36.3
Tax assets 
0.4
–
0.8 
1.3
2.5
Inventory 
41.6
17.3
19.8 
15.6
94.3
Trade and other receivables 
–
–
30.6 
15.4
46.0
Cash and cash equivalents 
–
–
5.8 
32.9
38.7
Trade and other payables 
(37.1)
(14.9)
(43.2) 
(10.7)
(105.9)
Provisions  
–
–
(2.0) 
–
(2.0)
Lease liabilities 
(1.5)
(22.2)
– 
(18.1)
(41.8)
Net assets disposed of 
67.1
20.8
17.2 
63.5
168.6
Consideration received and receivable 
72.0
24.6
100.0 
91.9
288.5
Disposal costs incurred 
(1.4)
(3.6)
(1.9) 
(6.9)
(13.8)
Gain on disposal before reclassification of foreign currency translation reserve 
3.5
0.2
80.9 
21.5
106.1
Recycling of foreign currency translation reserve 
–
–
– 
2.7
2.7
Gain on disposal  
3.5
0.2
80.9 
24.2
108.8
Consistent with our focus on optimal deployment of our capital and maximising returns, the Group agreed the sale of a number of underperforming sites within our Australian 
retail business. Three retail sites in Australia were sold in December 2019 following on from the sale of three further sites completed in June and August 2019.  
In the UK, the Group has optimised its portfolio of retail centres in regions where the Group has a less concentrated presence and is 
less able to leverage costs efficiently. As a result, seven Volkswagen and Audi sites in the UK were sold in July 2019. 
On 12 December 2019, the Group sold its three retail sites in China to Yongda Automobiles Services Holdings Limited for total 
proceeds of £91.9m, out of which £8.1m is deferred for payment over 12 months.  
On 31 December 2019, the Inchcape Fleet Solutions business was sold for cash proceeds of £100m to Toyota Fleet Mobility GmbH.  
None of these disposals are material enough to be shown as discontinued operations on the face of the consolidated income 
statement as they do not represent a separate major line of business or geographical area of operations.  
c. 2018 acquisitions and disposals 
In 2018 the Group acquired the full share capital of Grupo Rudelman, an automotive distribution business in Central America 
focused on Suzuki, for a total cash consideration of £155.5m. The business was acquired to establish the Group’s presence in 
markets with structural growth potential and to expand the partnership with Suzuki in a strategically important region, adjacent 
to existing South American operations. The goodwill arising on the acquisition represents intangible assets that do not qualify for 
separate recognition and the premium paid to establish the Group’s presence in Panama and Costa Rica in order to provide a 
platform to deliver growth and returns far quicker than would otherwise have been achievable. None of the goodwill is expected 
to be deductible for tax purposes.  
During the year, the Group also entered into a Distribution contract with Jaguar Land Rover to distribute the Jaguar and Land Rover 
brands in Kenya, acquired one Lexus site in the UK and made a completion payment in relation to the acquisition of BMW 
operations in Estonia. The total cost of these acquisitions was £5.7m with total goodwill arising on the transactions of £1.5m. 
The Group also disposed of its Jaguar Land Rover operations in Shaoxing, China, and a dealership in the UK, generating disposal 
proceeds of £13.4m. 
 
 
Inchcape Annual Report and Accounts 2019
172

30 Guarantees and contingencies 
 
2019
£m 
2018
£m
Guarantees, performance bonds and contingent liabilities 
75.1
77.4
Guarantees and contingencies largely comprise letters of credit issued on behalf of the Group in the ordinary course of business. 
The Group also has, in the ordinary course of business, commitments under foreign exchange instruments relating to the hedging 
of transactional exposures (see note 24). 
Franked Investment Income Group Litigation Order 
Inchcape is a participant in an action in the United Kingdom against HM Revenue and Customs (HMRC) in the Franked Investment 
Income Group Litigation Order (FII GLO). There are 25 corporate groups in the FII GLO. The action concerns the treatment for UK 
corporate tax purposes of profits earned overseas and distributed to the UK. 
HMRC has now been granted leave to appeal a number of items at the Supreme Court and hearings will occur in February 
and December 2020. Therefore, resolution of the test case in the FII GLO remains incomplete. As at 31 December 2019, no further 
receipts have been recognised in relation to the balance of Inchcape’s claim in the FII GLO due to the uncertainty of the eventual 
outcome given the test case has not yet completed nor has Inchcape’s specific claim been heard by the Courts.  
It is not expected that Brexit will affect this ongoing litigation. 
Other matter 
While this does not represent a contingent liability, we note that a class action has been brought against our subsidiary, Subaru 
(Australia) Pty Limited, in connection with the global Takata airbag inflator recall. Subaru (Australia) Pty Limited is one of a number 
of named defendants and is, along with others, taking steps to defend the action. 
31  Commitments 
a. Capital commitments 
Contracts placed for future capital expenditure at the balance sheet date but not yet incurred are as follows: 
 
2019
£m 
2018
£m
Property, plant and equipment 
5.0
20.6
Computer software 
–
0.4
b. Lease commitments 
Operating lease commitments – Group as lessee 
The Group has entered into non-cancellable operating leases for various offices, warehouses and dealerships. These leases  
have varying terms, escalation clauses and renewal rights. None of these leases are considered to be individually significant.  
From 1 January 2019, the Group has recognised right-of-use assets for these leases, except for short-term and low-value leases. 
Future minimum lease payments for short-term leases under non-cancellable operating leases are as follows:  
 
2019
£m 
2018
£m
Within one year 
3.2
4.1
Operating leases – Group as lessor 
The Group has entered into non-cancellable operating leases on a number of its vehicles and certain properties. These leases have 
varying terms, escalation clauses and renewal rights and are not individually significant to the Group. 
Future minimum lease payments receivable under non-cancellable operating leases are as follows: 
 
2019
£m 
2018 
(Restated)1
£m 
Within one year 
3.4
5.0
Between one and five years 
4.9
6.4
After five years 
0.1
4.8
 
8.4
16.2
 
 
Inchcape Annual Report and Accounts 2019
173 
STRATEGIC REPORT
GOVERNANCE
FINANCIAL STATEMENTS

Notes to the financial statements continued 
31 Commitments continued 
Sub-lease receivables – Group as lessor 
The Group has entered into sub-leases for a number of properties and other assets. As the lease term represents a major 
proportion of the underlying asset’s useful life, the associated right-of-use asset has been derecognised and replaced with a  
sub-lease receivable. Future minimum lease payments receivable under sub-leases, together with the present value of the net 
minimum lease payments receivable (included within trade and other receivables), are as follows:  
 
2019 
£m 
2018
£m
Minimum lease payments receivable: 
 
– Within one year 
0.8 
0.4
– Between one and five years 
3.5 
5.4
– After five years 
8.2 
12.2
Total minimum lease payments receivable 
12.5 
18.0
Less: Unearned finance income 
(3.1) 
(5.8)
Present value of sub-lease receivables 
9.4 
12.2
c. Residual value commitments 
The Group has entered into agreements with leasing companies and other third parties to repurchase vehicles for a specified value 
at a predetermined date as follows: 
 
2019 
£m 
2018
£m
Vehicles subject to residual value commitments 
7.1 
81.9
Residual value commitments comprise the total repurchase liability on all vehicles where the Group has a residual value 
commitment. These commitments are largely expected to be settled over the next three years. The disposal of the Fleet Solutions 
business in the UK has driven the reduction in the Group’s vehicle liabilities and commitments. 
Where the repurchase commitment is in respect of a vehicle sold by the Group, the repurchase commitment is included within 
‘trade and other payables’. Included within the above are £0.3m (2018 – £6.8m) of residual value commitments that are included 
within ‘trade and other payables’. 
32 Related party disclosures 
a. Trading transactions 
Intra-group transactions have been eliminated on consolidation and are not disclosed in this note. Details of transactions between 
the Group and other related parties are disclosed below: 
Transactions  
Amounts outstanding
2019
£m 
2018 
£m  
2019 
£m 
2018
£m
Other income paid to related parties 
0.8
0.8  
– 
0.1
All of the transactions arise in the ordinary course of business and are on an arm’s length basis. The amounts outstanding are 
unsecured and will be settled in cash. There have been no guarantees provided or received for any related party receivables.  
The Group has not raised any provision for doubtful debts relating to amounts owed by related parties (2018 – £nil).  
b. Compensation of key management personnel 
The remuneration of the Board of Directors and the Executive Committee was as follows: 
 
2019 
 £m  
2018
 £m 
Wages and salaries 
5.4 
5.9
Post-retirement benefits 
0.6 
0.6
Share-based payments 
2.2 
2.4
 
8.2 
8.9
The remuneration of the Directors and other key management is determined by the Remuneration Committee having regard to 
the performance of individuals and market trends. Further details of emoluments paid to the Directors are included in the Directors’ 
Report on Remuneration. 
 
 
Inchcape Annual Report and Accounts 2019
174

33 Restatement on initial adoption of IFRS 16 
The application of IFRS 16 to leases previously classified as operating leases under IAS 17 resulted in the recognition of right-of-use 
assets and lease liabilities. Provisions for onerous lease contracts have been derecognised and operating lease incentives 
previously recognised as liabilities have been derecognised and factored into the measurement of the right-of-use assets and lease 
liabilities. The principal restatements as a result of the initial adoption of IFRS 16 Leases are set out in the following tables. The tables 
show the adjustments recognised for each individual line item as at 31 December 2018. Line items that were not affected by the 
changes have not been included. As a result, the sub-totals and totals disclosed cannot be recalculated from the numbers 
provided.  
The impacts on the consolidated income statement are:  
Year to  
31 Dec 2018 
£m 
IFRS 16
£m
Year to 
31 Dec 2018
Restated
£m 
Net operating expenses  
(1,127.0) 
0.6
(1,126.4)
Operating profit  
174.3 
0.6
174.9
Finance income 
19.3 
0.8
20.1
Finance costs 
(61.6) 
(20.5)
(82.1)
Profit before tax 
132.1 
(19.1)
113.0
Tax 
(76.9) 
3.3
(73.6)
Profit for the year  
55.2 
(15.8)
39.4
The impacts on the consolidated statement of financial position are:  
As at 
1 Jan 2018
£m
IFRS 16
£m
 As at 
1 Jan 2018
Restated
£m 
As at  
31 Dec 2018 
£m 
IFRS 16
£m
 As at 
31 Dec 2018
Restated
£m 
Non-current assets 
 
Property, plant and equipment 
788.4
(0.9)
787.5
822.9 
(1.2)
821.7
Right-of-use assets 
–
393.2
393.2
– 
415.2
415.2
Trade and other receivables 
59.0
(16.7)
42.3
70.9 
(18.5)
52.4
Deferred tax assets 
36.7
3.2
39.9
30.8 
2.5
33.3
 
 
Current assets 
 
Trade and other receivables 
465.0
(2.2)
462.8
512.8 
(0.2)
512.6
 
 
Total assets 
4,878.0
376.6
5,254.6
4,736.4 
397.8
5,134.2
 
 
Current liabilities 
 
Trade and other payables 
(2,234.6)
(0.3)
(2,234.9)
(2,356.5) 
(0.1)
(2,356.6)
Provisions 
(21.2)
(1.0)
(22.2)
(18.5) 
(1.8)
(20.3)
Lease liabilities 
–
(56.4)
(56.4)
– 
(66.3)
(66.3)
Borrowings 
(534.5)
1.7
(532.8)
(417.1) 
0.1
(417.0)
 
 
Non-current liabilities 
 
Provisions 
(11.5)
0.3
(11.2)
(14.5) 
0.2
(14.3)
Lease liabilities 
–
(365.9)
(365.9)
– 
(394.1)
(394.1)
Deferred tax liabilities 
(78.6)
4.8
(73.8)
(100.7) 
8.4
(92.3)
Borrowings 
(361.9)
1.4
(360.5)
(211.7) 
1.7
(210.0)
 
 
Total liabilities 
(3,430.1)
(415.4)
(3,845.5)
(3,320.6) 
(451.9)
(3,772.5)
Net assets 
1,447.9
(38.8)
1,409.1
1,415.8 
(54.1)
1,361.7
 
 
Equity 
 
Other reserves 
(83.5)
(0.1)
(83.6)
(76.3) 
0.4
(75.9)
Retained earnings 
1,183.5
(38.5)
1,145.0
1,141.3 
(54.3)
1,087.0
Equity attributable to owners of the parent 
1,427.3
(38.6)
1,388.7
1,392.3 
(53.9)
1,338.4
Non-controlling interests 
20.6
(0.2)
20.4
23.5 
(0.2)
23.3
Total equity 
1,447.9
(38.8)
1,409.1
1,415.8 
(54.1)
1,361.7
 
 
Inchcape Annual Report and Accounts 2019
175 
STRATEGIC REPORT
GOVERNANCE
FINANCIAL STATEMENTS

Notes to the financial statements continued 
33 Restatement on initial adoption of IFRS 16 continued 
The impacts on the consolidated statement of cash flows are:  
Year to  
31 Dec 2018 
£m 
IFRS 16 
£m 
Year to 
31 Dec 2018
Restated
£m 
Cash generated from operations 
501.5 
80.3 
581.8
Interest received 
17.1 
0.8 
17.9
Interest paid 
(44.2) 
(19.9) 
(64.1)
Net cash generated from operating activities 
375.7 
61.2 
436.9
 
 
 
Receipt of sub-lease receivables 
– 
1.0 
1.0
Net cash used in investing activities 
(238.7) 
1.0 
(237.7)
 
 
 
Payment of capital element of finance leases 
(1.8) 
(62.2) 
(64.0)
Net cash used in financing activities 
(99.8) 
(62.2) 
(162.0)
Net increase in cash and cash equivalents 
37.2 
– 
37.2
See note 1 for details of the change in accounting policies arising from the adoption of IFRS 16. 
34 Foreign currency translation 
The main exchange rates used for translation purposes are as follows: 
Average rates  
Year end rates
2019 
2018  
2019 
2018
Australian dollar 
1.84
1.79  
1.89 
1.81
Chilean peso 
908.04
853.58  
996.59 
885.33
Ethiopian birr 
37.39
36.92  
42.42 
36.06
Euro 
1.14
1.13  
1.18 
1.11
Hong Kong dollar 
10.01
10.45  
10.34 
9.99
Russian rouble 
82.96
83.14  
82.13 
88.48
Singapore dollar 
1.74
1.80  
1.78 
1.74
US dollar 
1.28
1.33  
1.33 
1.28
35 Events after the reporting period 
The Group has agreed to acquire Daimler’s Mercedes-Benz passenger car and private vans distribution operations in Colombia, 
currently operated by Daimler Colombia S.A. 
The Group disposed of two retail sites in the UK in January 2020 and two retail sites in Australia in February 2020. 
 
Inchcape Annual Report and Accounts 2019
176

Alternative performance measures 
Alternative performance measures 
The Group assesses its performance using a variety of alternative performance measures which are not defined under International 
Financial Reporting Standards. These provide insight into how the Board and Executive Committee monitor the Group’s strategic 
and financial performance, and provide useful information on the underlying trends, performance and position of the Group. 
Performance measure 
Definition 
Why we measure it 
Trading profit 
Operating profit (before exceptional items)  
and unallocated central costs. Refer to note 1. 
A measure of the contribution of the Group’s 
segmental performance. 
Operating profit before 
exceptional items 
Operating profit before exceptional items.  
Refer to the consolidated income statement. 
A key metric of the Group’s underlying 
business performance. 
Operating margin 
Operating profit (before exceptional items) 
divided by revenue. 
A key metric of operational efficiency, ensuring that 
we are leveraging global scale to translate sales 
growth into profit. 
Profit before tax & 
exceptional items 
Represents the profit made after operating  
and interest expense excluding the impact of 
exceptional items and before tax is charged. 
Refer to consolidated income statement. 
A key driver of delivering sustainable and growing 
earnings to shareholders. 
Exceptional items 
Items that are charged or credited in the 
consolidated income statement which 
are material and non-recurring in nature. 
Refer to note 2. 
The separate reporting of exceptional items helps 
provide additional useful information regarding 
the Group’s underlying business performance 
and is consistent with the way that financial 
performance is measured by the Board and 
the Executive Committee. 
Free cash flow 
Net cash flows from operating activities, before 
exceptional cash flows, less normalised net 
capital expenditure and dividends paid to  
non-controlling interests. Refer to page 31. 
A key driver of the Group’s ability to ‘Invest to 
Accelerate Growth’ and to make distributions  
to shareholders. 
Return on capital 
employed (ROCE)  
Operating profit (before exceptional items) 
divided by the average of opening and closing 
capital employed, where capital employed is 
defined as net assets add net debt / less 
net funds. 
A key measure of Ignite (Invest to Accelerate 
Growth), ROCE is a measure of the Group’s ability  
to drive better returns for investors on the capital  
we invest. 
Net funds / (debt) 
Cash and cash equivalents less borrowings 
and lease liabilities adjusted for the fair value of 
derivatives that hedge interest rate or currency 
risk on borrowings. Refer to note 28. 
A measure of the Group’s net indebtedness  
that provides an indicator of the overall balance 
sheet strength. 
Net capital  
expenditure 
Cash outflows from the purchase of property, 
plant, equipment and intangible assets less the 
proceeds from the disposal of property, plant, 
equipment and intangible assets. Refer to 
page 31. 
A measure of the net amount invested in 
operational facilities in the period. 
Constant currency 
Presentation of reported results translated using 
constant rates of exchange. 
A measure of underlying business performance 
which excludes the impact of changes in exchange 
rates used for translation. 
 
Inchcape Annual Report and Accounts 2019
177 
STRATEGIC REPORT
GOVERNANCE
FINANCIAL STATEMENTS

Five year record 
The information presented in the table below is prepared in accordance with IFRS, as in issue and effective at that year end date. 
Consolidated income statement 
2019
£m 
2018
£m 
2017 
£m1  
2016 
£m1  
2015
£m1 
Revenue 
9,379.7
9,277.0
8,953.3 
7,838.4 
6,836.3
 
 
Operating profit before exceptional items 
373.1
398.6
406.6 
359.1 
324.7
Operating exceptional items 
75.5
(223.7)
(12.6) 
(81.6) 
(49.5)
Operating profit 
448.6
174.9
394.0 
277.5 
275.2
Share of profit / (loss) after tax of joint ventures and associates 
0.3
0.1
– 
(0.1) 
0.7
Profit before finance and tax 
448.9
175.0
394.0 
277.4 
275.9
Net finance costs before exceptional items 
(47.1)
(48.1)
(25.0) 
(9.6) 
(13.3)
Exceptional finance costs 
–
(13.9)
– 
– 
–
Profit before tax 
401.8
113.0
369.0 
267.8 
262.6
Tax before exceptional tax 
(75.6)
(79.1)
(96.1) 
(88.0) 
(74.9)
Exceptional tax 
2.5
5.5
2.7 
11.5 
(4.8)
Profit after tax 
328.7
39.4
275.6 
191.3 
182.9
Non-controlling interests  
(5.8)
(7.0)
(7.9) 
(6.9) 
(7.1)
Profit for the year 
322.9
32.4
267.7 
184.4 
175.8
 
 
 
Basic: 
 
 
– Profit before tax 
401.8
113.0
369.0 
267.8 
262.6
– Earnings per share (pence) 
79.0p
7.8p
64.6p 
43.2p 
39.8p
Adjusted (before exceptional items): 
 
 
– Profit before tax 
326.3
350.6
381.6 
349.4 
312.1
– Earnings per share (pence) 
59.9p
63.8p
66.7p 
59.6p 
52.1p
Dividends per share – interim paid and final proposed (pence) 
26.8p
26.8p
26.8p 
23.8p 
20.9p
 
 
 
Consolidated statement of financial position 
 
 
Non-current assets 
1,773.2
2,056.0
1,641.0 
1,563.4 
1,259.1
Other assets less (liabilities) excluding net (debt) / funds  
(224.7)
(248.4)
(273.3) 
(227.4) 
(183.6)
Capital employed 
1,548.5
1,807.6
1,367.7 
1,336.0 
1,075.5
Net (debt) / funds  
(249.9)
(445.9)
80.2 
26.5 
166.4
Net assets 
1,298.6
1,361.7
1,447.9 
1,362.5 
1,241.9
 
 
 
Equity attributable to owners of the parent 
1,278.3
1,338.4
1,427.3 
1,343.9 
1,219.0
Non-controlling interests 
20.3
23.3
20.6 
18.6 
22.9
Total equity 
1,298.6
1,361.7
1,447.9 
1,362.5 
1,241.9
1 Prior year results have been restated on transition to IFRS 16 Leases. See note 33 for further details. Earlier periods have not been restated for the effects of IFRS 16 and therefore 
the results are not presented on a comparable basis.  
Inchcape Annual Report and Accounts 2019
178

Company statement of financial position 
As at 31 December 2019 
Notes 
2019
£m 
2018
£m
Non-current assets 
 
Intangible assets 
3 
8.6
13.8
Property, plant and equipment 
4 
1.5
1.5
Investment in subsidiaries 
5 
1,576.9
1,576.9
Deferred tax assets 
10 
5.6
1.1
Trade and other receivables – amounts falling due after more than one year 
6 
210.6
210.0
 
 
1,803.2
1,803.3
Current assets 
 
Current tax assets 
 
1.9
2.1
Trade and other receivables – amounts due within one year 
6 
42.2
174.3
Cash and cash equivalents 
7 
2.1
0.9
 
 
46.2
177.3
Total assets 
 
1,849.4
1,980.6
 
Current liabilities 
 
Trade and other payables – amounts falling due within one year 
8 
(22.0)
(135.1)
 
 
(22.0)
(135.1)
Non-current liabilities 
 
Trade and other payables – amounts falling due after more than one year 
9 
(1,104.4)
(1,099.6)
 
 
(1,104.4)
(1,099.6)
Total liabilities 
 
(1,126.4)
(1,234.7)
Net assets 
 
723.0
745.9
 
 
Equity 
 
Share capital 
12 
40.0
41.6
Share premium 
 
146.7
146.7
Capital redemption reserve 
 
140.6
139.0
Retained earnings 
 
395.7
418.6
Total shareholders’ funds 
 
723.0
745.9
The Company reported a profit for the financial year ended 31 December 2019 of £190.8m (2018 – a loss of £29.1m). The financial 
statements on pages 179 to 196 were approved by the Board of Directors on 26 February 2020 and were signed on its behalf by: 
 
Stefan Bomhard 
Group Chief Executive 
Gijsbert de Zoeten 
Chief Financial Officer
 
Registered Number: 609782 
Inchcape plc 
 
Inchcape Annual Report and Accounts 2019
179 
STRATEGIC REPORT
GOVERNANCE
FINANCIAL STATEMENTS

Company statement of changes in equity 
For the year ended 31 December 2019 
Notes
Share capital
£m 
Share 
premium 
£m 
Capital 
redemption 
reserve 
£m 
Retained 
 earnings  
£m 
Total
£m 
At 1 January 2018 
41.6
146.7
139.0 
568.0 
895.3
 
 
 
Loss for the year 
–
–
– 
(29.1) 
(29.1)
Total comprehensive loss for the year  
–
–
– 
(29.1) 
(29.1)
 
 
 
Dividends 
13
–
–
– 
(115.2) 
(115.2)
Net purchase of own shares by the Inchcape Employee Trust 
–
–
– 
(12.6) 
(12.6)
Share-based payments, net of tax 
–
–
– 
7.5 
7.5
At 1 January 2019 
41.6
146.7
139.0 
418.6 
745.9
 
 
 
Profit for the year 
–
–
– 
190.8 
190.8
Total comprehensive income for the year  
–
–
– 
190.8 
190.8
 
 
 
Dividends 
13
–
–
– 
(110.5) 
(110.5)
Share buyback programme 
12
(1.6)
–
1.6 
(100.0) 
(100.0)
Net purchase of own shares by the Inchcape Employee Trust 
–
–
– 
(9.3) 
(9.3)
Share-based payments, net of tax 
–
–
– 
6.1 
6.1
At 31 December 2019 
40.0
146.7
140.6 
395.7 
723.0
Share-based payments include a net tax charge of £nil (2018 – £nil). 
 
Inchcape Annual Report and Accounts 2019
180

Accounting policies 
 
General information 
These financial statements are prepared for Inchcape plc (the Company) for the year ended 31 December 2019. The Company is 
the ultimate parent entity of the Inchcape Group (the Group) and acts as the holding company of the Group.  
Basis of preparation 
These financial statements were prepared in accordance with Financial Reporting Standard 101 Reduced Disclosure Framework 
(FRS 101). 
The financial statements are prepared under the historical cost convention in accordance with the Companies Act 2006. As permitted 
by Section 408 of the Companies Act 2006, no separate profit and loss account is presented for the Company. 
The Company does not have any critical accounting judgements. The sources of estimation uncertainty most applicable to the 
Company do not give rise to a significant risk of material adjustment to the carrying value of the Company’s assets and liabilities. 
The Directors of Inchcape plc manage the Group’s risks at a group level rather than an individual business unit or company level. 
Further information on these risks and uncertainties, in the context of the Group as a whole, are included within the Group 
disclosures on pages 39 to 52. 
The following exemptions from the requirements of IFRS have been applied in the preparation of these financial statements, in 
accordance with FRS 101: 
– Paragraphs 45(b) and 46 to 52 of IFRS 2, ‘Share-based payment’ (details of the number and weighted average exercise price of 
share options, and how the fair value of goods and services received was determined) 
– IFRS 7, ‘Financial Instruments: Disclosures’ 
– Paragraphs 91 to 99 of IFRS 13, ‘Fair value measurement’ (disclosure of valuation techniques and inputs used for fair value 
measurement of assets and liabilities) 
– Paragraph 38 of IAS 1, ‘Presentation of financial statements’ comparative information requirements in respect of: 
– paragraph 73(e) of IAS 16, ‘Property, plant and equipment’; 
– paragraph 118(e) of IAS 38, ‘Intangible assets’ (reconciliations between the carrying amount at the beginning and end of 
the period) 
– The following paragraphs of IAS 1, ‘Presentation of financial statements’: 
– 10(d) (statement of cash flows), 
– 10(f) (a statement of financial position as at the beginning of the preceding period when an entity applies an accounting 
policy retrospectively or makes a retrospective restatement of items in its financial statements, or when it reclassifies items in 
its financial statements), 
– 16 (statement of compliance with all IFRS), 
– 38A (requirement for minimum of two primary statements, including cash flow statements), 
– 38B-D (additional comparative information), 
– 40A-D (requirements for a third statement of financial position), 
– 111 (cash flow statement information), and 
– 134-136 (capital management disclosures) 
– IAS 7, ‘Statement of cash flows’ 
– Paragraph 30 and 31 of IAS 8, ‘Accounting policies, changes in accounting estimates and errors’ (requirement for the disclosure 
of information when an entity has not applied a new IFRS that has been issued but is not yet effective) 
– Paragraph 17 of IAS 24, ‘Related party disclosures’ (key management compensation) 
– The requirements in IAS 24, ‘Related party disclosures’ to disclose related party transactions entered into between two or more 
members of a group. 
 
 
Inchcape Annual Report and Accounts 2019
181 
STRATEGIC REPORT
GOVERNANCE
FINANCIAL STATEMENTS

Accounting policies continued 
Going concern 
Having assessed the principal risks and the other matters discussed in connection with the viability statement, the Directors have 
considered it appropriate to adopt the going concern basis of accounting in preparing the financial statements, as described in 
the Directors’ Report of the consolidated Group Financial Statements. 
Foreign currencies 
Transactions in foreign currencies are translated into the functional currency at the rates of exchange prevailing at the dates of the 
individual transactions. Monetary assets and liabilities in foreign currencies are translated into Sterling at closing rates of exchange 
and differences are taken to the income statement. 
Finance costs 
Finance costs consist of interest payable on the Private Placement borrowing. Costs are recognised as an expense in the period in 
which they are incurred. 
Investments 
Investments in subsidiaries are stated at cost, less provisions for impairment. 
Impairment 
The Company’s accounting policies in respect of impairment of property, plant and equipment, intangible assets and financial 
assets are consistent with those of the Group. The carrying values of investments in subsidiary undertakings are reviewed at each 
reporting date to determine whether there is any indication of impairment. If any such indication exists, then the asset’s recoverable 
amount is estimated.  
The Company’s impairment policies in relation to financial assets are consistent with those of the Group, with additional 
consideration given to amounts owed by Group undertakings. Any provision for impairment of receivables is based on lifetime 
expected credit losses. Lifetime expected credit losses are calculated by assessing historic credit loss experience, adjusted for 
factors specific to the receivable and company. 
Other intangible assets 
Intangible assets, when acquired separately from a business (including computer software), are carried at cost less accumulated 
amortisation and impairment losses. Costs comprise purchase price from third parties as well as internally generated development 
costs where relevant. Amortisation is provided on a straight line basis to allocate the cost of the asset over its estimated useful life, 
which in the case of computer software is between five and eight years. 
Property, plant and equipment 
Property, plant and equipment is stated at cost less accumulated depreciation and impairment losses. Cost comprises the purchase 
price and directly attributable costs of the asset and includes, where relevant, capitalised borrowing costs. Depreciation is provided on 
a straight-line basis to allocate the cost of the asset over its estimated useful life, which in the case of computer hardware is five years.  
Deferred tax 
Deferred income tax is accounted for using the liability method in respect of temporary differences arising from differences between 
the tax bases of assets and liabilities and their carrying amounts in the financial statements. 
Deferred tax liabilities are recognised for all taxable temporary differences and deferred tax assets are recognised to the extent 
that it is probable that taxable profits will be available against which deductible temporary differences can be utilised. Such assets 
and liabilities are not recognised if the temporary difference is due to goodwill arising on a business combination, or to an asset or 
liability, the initial recognition of which does not affect either taxable or accounting income. 
Deferred tax liabilities are recognised for taxable temporary differences arising on investments in subsidiaries, except where the 
Company is able to control the reversal of the temporary difference and it is probable that the temporary difference will not reverse 
in the foreseeable future. 
Deferred tax is calculated at the tax rates that are expected to apply to the period when the asset is realised or the liability is settled 
using rates enacted or substantively enacted at the end of the reporting period. Deferred tax is charged or credited in the income 
statement, except when it relates to items credited or charged directly to shareholders’ equity, in which case the deferred tax is also 
dealt with in shareholders’ equity. 
Deferred tax assets and liabilities are only offset where there is a legally enforceable right of offset and there is an intention to settle 
balances net. 
 
 
Inchcape Annual Report and Accounts 2019
182

Share capital 
Ordinary shares are classified as equity. 
Where the Company purchases its own equity share capital (treasury shares), the consideration paid is deducted from 
shareholders’ funds until the shares are cancelled, reissued or disposed of. Where such shares are subsequently sold or reissued, 
any consideration received is included in shareholders’ funds. 
Dividends 
Final dividends proposed by the Board of Directors and unpaid at the year end are not recognised in the financial statements until 
they have been approved by the shareholders at the Annual General Meeting. Interim dividends are recognised when they are paid. 
Share-based payments 
The Company operates various share-based award schemes. The fair value at the date at which the share-based awards are 
granted is recognised in the income statement (together with a corresponding credit in shareholders’ equity) on a straight line 
basis over the vesting period, based on an estimate of the number of shares that will eventually vest. At the end of each reporting 
period, the Company revises its estimates of the number of awards that are expected to vest. The impact of any revision is 
recognised in the income statement with a corresponding adjustment to equity. 
For equity-settled share-based awards, the services received from employees are measured by reference to the fair value of the 
awards granted. With the exception of the Save As You Earn scheme, the vesting of all share-based awards under all schemes 
is solely reliant upon non-market conditions, therefore no expense is recognised for awards that do not ultimately vest. Where an 
employee cancels a Save As You Earn award, the charge for that award is recognised as an expense immediately, even though 
the award does not vest. 
Financial instruments 
The Company’s policies on the recognition, measurement and presentation of financial instruments under IFRS 7 are the same as 
those set out in the Group’s accounting policies on pages 117 to 125. 
Inchcape Annual Report and Accounts 2019
183 
STRATEGIC REPORT
GOVERNANCE
FINANCIAL STATEMENTS

Notes to the financial statements 
1 
Auditor’s remuneration 
The Company incurred £0.1m (2018 – £0.1m) in relation to UK statutory audit fees for the year ended 31 December 2019. 
2 
Directors’ remuneration 
 
2019 
£m 
2018
£m
Wages and salaries 
2.1 
3.1
Social security costs 
0.2 
0.3
Pension costs 
0.3 
0.3
 
2.6 
3.7
Further information on Executive Directors’ emoluments and interests is given in the Directors’ Report on Remuneration which can be 
found on pages 76 to 97. 
3  Intangible assets 
 
Computer 
software 
£m 
Total
£m 
Cost 
 
At 1 January 2019  
33.7 
33.7
Additions 
0.9 
0.9
Transfer to Group companies 
(5.7) 
(5.7)
At 31 December 2019 
28.9 
28.9
 
 
Accumulated amortisation and impairment 
 
At 1 January 2019 
(19.9) 
(19.9)
Amortisation charge for the year 
(0.4) 
(0.4)
At 31 December 2019 
(20.3) 
(20.3)
Net book value at 31 December 2019 
8.6 
8.6
Net book value at 31 December 2018 
13.8 
13.8
4  Property, plant and equipment 
 
Plant, 
machinery 
and 
equipment 
£m 
Total
£m 
Cost 
 
At 1 January 2019 and at 31 December 2019 
1.8 
1.8
 
 
Accumulated depreciation and impairment 
 
At 1 January 2019 and at 31 December 2019 
(0.3) 
(0.3)
Net book value at 31 December 2019 
1.5 
1.5
Net book value at 31 December 2018 
1.5 
1.5
 
 
 
Inchcape Annual Report and Accounts 2019
184

5 
Investment in subsidiaries 
 
2019
£m 
2018
£m
Cost 
At 1 January and at 31 December 
1,711.0
1,711.0
Provisions 
At 1 January 
(134.1)
(61.9)
Provisions for impairment 
–
(72.2)
At 31 December 
(134.1)
(134.1)
Net book value 
1,576.9
1,576.9
The Directors believe that the carrying value of the individual investments is supported by their underlying net assets. 
In 2018, an impairment charge of £72.2m in relation to Inchcape Finance (Ireland) Ltd was recognised following a capital reduction, 
to ensure that the carrying value of the individual investments is stated at the lower of cost and estimated recoverable amount.  
6 
Trade and other receivables 
 
2019
£m 
2018
£m
Amounts due within one year 
Amounts owed by Group undertakings 
42.1
174.3
Other debtors 
0.1
–
 
42.2
174.3
Amounts due after more than one year 
Amounts owed by Group undertakings 
210.0
210.0
Other debtors 
0.6
–
 
210.6
210.0
Amounts owed by Group undertakings that are due within one year consist of current account balances that are interest free and 
repayable on demand, as well as intercompany loans that bear interest at rates linked to source currency base rates. 
Amounts owed by Group undertakings that are due after more than one year bear interest at rates linked to source currency 
base rates. 
7 
Cash and cash equivalents 
 
2019
£m 
2018
£m
Cash and cash equivalents 
2.1
0.9
8 
Trade and other payables – amounts falling due within one year 
 
2019
£m 
2018
£m
Amounts owed to Group undertakings 
17.5
5.5
Private Placement 
–
124.8
Other taxation and social security payable 
–
2.7
Other creditors 
4.5
2.1
 
22.0
135.1
Amounts owed to Group undertakings are interest free and repayable on demand. 
In 2018, the Company had an amount of US$160.8m under the Private Placement which borne interest at a fixed rate of 6.04% per 
annum. It was repaid in May 2019. 
 
 
Inchcape Annual Report and Accounts 2019
185 
STRATEGIC REPORT
GOVERNANCE
FINANCIAL STATEMENTS

Notes to the financial statements continued 
 
9 
Trade and other payables – amounts falling due after more than one year 
 
2019 
£m 
2018
£m
Amounts owed to Group undertakings  
894.4 
889.6
Private Placement 
210.0 
210.0
 
1,104.4 
1,099.6
Amounts owed to Group undertakings are repayable between one and five years and bear interest at rates linked to source 
currency base rates.  
In December 2016, the Group concluded a Private Placement transaction raising £210m to refinance existing US dollar Private 
Placement borrowings which matured in May 2017. The amounts drawn under these facilities are as follows: 
Maturity date 
May 2024
May 2027
May 2027 
May 2029
Amount drawn 
£70m
£30m
£70m 
£40m
Fixed rate coupon 
2.85%
3.02%
3.12% 
3.10%
10 Deferred tax 
Net deferred tax asset 
Tax losses 
Accelerated 
tax 
depreciation 
Other timing 
differences 
£m 
Total
£m 
At 1 January 2019 
0.8
(0.1) 
0.4 
1.1
Credited / (Charged) to the income statement 
3.0
(0.1) 
1.6 
4.5
At 31 December 2019 
3.8
(0.2) 
2.0 
5.6
Deferred tax assets recognised are supported by future taxable profits of the UK tax group, headed by the Company, which are 
considered probable. 
11 Guarantees 
The Company is party to composite cross guarantees between banks and its subsidiaries. The Company’s exposure under these 
guarantees at 31 December 2019 was £2.1m (2018 – £0.9m), equal to the carrying value of its cash and cash equivalents at the 
end of the period (see note 7). 
In addition, the Company has given performance guarantees in the normal course of business in respect of the obligations of 
Group undertakings amounting to £94.7m (2018 – £94.7m). 
12 Share capital  
a. 
Allotted, called up and fully paid up 
2019 
Number 
2018  
Number  
2019 
£m 
2018
£m
Ordinary shares 
  
 
At 1 January 
415,127,453
415,018,286  
41.6 
41.6
Allotted under share option schemes 
75,353
109,167  
– 
–
Cancelled under share buyback  
(16,070,070)
–  
(1.6) 
–
At 31 December 
399,132,736
415,127,453  
40.0 
41.6
b. 
Share buyback programme 
During 2019, the Company repurchased 16,070,070 (2018 – nil) of its own shares through purchases on the London Stock 
Exchange, at a cost of £98.5m (2018 – £nil). The shares repurchased during the year were cancelled, with none held within treasury 
shares at the end of the reporting period. An amount of £1.6m (2018 – £nil), equivalent to the nominal value of the cancelled 
shares, has been transferred to the capital redemption reserve. Costs of £1.5m (2018 – £nil) associated with the transfer to the 
Company of the repurchased shares and their subsequent cancellation have been charged to the profit and loss reserve. 
c. 
Substantial shareholdings 
Details of substantial interests in the Company’s issued ordinary share capital received by the Company at 26 February 2020 
under the provisions of the Companies Act 2006 have been disclosed in the significant shareholdings section of the Corporate 
Governance Report.  
 
 
Inchcape Annual Report and Accounts 2019
186

12 Share capital continued 
d. 
Share options 
At 31 December 2019, options to acquire ordinary shares of 10.0p each in the Company up to the following numbers under the 
schemes below were outstanding as follows:  
Number of ordinary  
shares of 10.0p each 
Exercisable until 
Option 
price (£)
Number of ordinary  
shares of 10.0p each 
Exercisable until 
Option 
price (£)
The Inchcape 1999 Share Option Plan  
– approved (Part II – UK) 
 
The Inchcape SAYE Share Option  
Scheme – approved 
2 
7 April 2020 
3.10  84,162 
1 May 2020 
5.63
 
 
 237,810 
1 May 2021 
6.66
 
 
 702,425 
1 May 2022 
5.54
 
 
 1,344,510 
1 May 2023 
4.59
– unapproved (Part I – UK) 
  
1,612 
7 April 2020 
3.10   
 
– unapproved overseas (Part I – Overseas) 
  
 
 
3,224 
7 April 2020 
3.10   
 
Included within the retained earnings reserve are 861,589 (2018 – 777,211) ordinary shares in the Company held by the Inchcape 
Employee Trust, a general discretionary trust whose beneficiaries include current and former employees of the Group and their 
dependants. The book value of these shares at 31 December 2019 was £5.5m (2018 – £5.1m). The market value of these shares 
at both 31 December 2019 and 26 February 2020 was £6.1m and £5.1m respectively (31 December 2018 – £4.3m, 27 February 
2019 – £4.6m). 
e. 
Share-based remuneration 
Inchcape plc has two employees, the Group Chief Executive and the Chief Financial Officer. 
The terms and conditions of the Company’s share-based payment plans are detailed in the Directors’ Report on Remuneration. 
The charge arising from share-based transactions during the year was £0.6m (2018 – £1.2m), all of which is equity-settled. 
The weighted average exercise price of shares exercised during the period was £0.10 (2018 – £0.10). 
The weighted average remaining contractual life for the share options outstanding at 31 December 2019 is 2.3 years (2018 – 
5.9 years) and the exercise price for options outstanding at the end of the year was £5.54 (2018 – range of £0.10 to £5.63). 
13 Dividends 
The following dividends were paid by the Company: 
 
2019
£m 
2018
£m
Interim dividend for the six months ended 30 June 2019 of 8.9p per share  
(30 June 2018 of 8.9p per share) 
36.3
36.9
Final dividend for the year ended 31 December 2018 of 17.9p per share  
(31 December 2017 of 18.9p per share) 
74.2
78.3
 
110.5
115.2
A final proposed dividend for the year ended 31 December 2019 of 17.9p per share amounting to £71.4m is subject to approval by 
shareholders at the Annual General Meeting and has not been included as a liability as at 31 December 2019. 
 
 
Inchcape Annual Report and Accounts 2019
187 
STRATEGIC REPORT
GOVERNANCE
FINANCIAL STATEMENTS

Notes to the financial statements continued 
 
14 Related undertakings 
In accordance with Section 409 of the Companies Act 2006 a full list of subsidiaries, associates and joint ventures as at 
31 December 2019 is shown below: 
Subsidiaries 
Name and registered address 
  
Percentage 
owned 
Argentina 
 
Av Libertador 13.180 Martinez Bs As 
 
Distribuidora Automotriz Argentina SA 
 
100%
Inchcape Argentina SA 
 
100%
 
 
Australia 
 
Level 2, 4 Burbank Place, Baulkham Hills, NSW 2153 
 
AutoNexus Pty Ltd 
 
100%
Bespoke Automotive Australia Pty Ltd 
 
100%
Inchcape Australia Ltd  
(i) 
100%
Trivett Automotive Retail Pty Ltd 
 
100%
Inchcape European Automotive Pty Ltd 
(ii) 
100%
SMLB Pty Ltd 
 
100%
Subaru (Aust) Pty Ltd 
 
90%
TCH Unit Trust 
 
100%
Trivett Automotive Group Pty Ltd 
 
100%
Trivett Bespoke Automotive Pty Ltd 
 
100%
Trivett Classic Garage Pty Ltd 
 
100%
Trivett Classic Group Finance Pty Ltd 
 
100%
Trivett Classic Holdings Pty Ltd 
(iii) 
100%
Trivett Classic Pty Ltd 
(iv) 
100%
Trivett Motorcycles Pty Ltd 
 
100%
Trivett P/L 
 
100%
Trivett Tyres Pty Ltd 
 
100%
Inchcape Finance Australia Pty Limited 
 
100%
Inchcape Corporate Services Australia Pty Limited 
 
100%
 
 
Belgium 
 
Leuvensesteenweg 369, 1932 Sint-Stevens-Woluwe 
 
Autoproducts NV 
 
100%
Car Security NV 
 
100%
Toyota Belgium NV/SA 
 
100%
 
 
Boulevard Industriel 198, 1070 Anderlecht 
 
Garage Francorchamps SA 
 
100%
Inchcape Retail Belgium 
 
100%
 
 
Brunei 
 
KM3.6, Jalan Gadong, Bandar Seri Begawan 
 
Champion Motors (Brunei) Sdn Bhd 
 
70%
NBT (Brunei) Sdn Bhd 
 
70%
NBT Services Sdn Bhd 
 
70%
 
 
Bulgaria 
 
163 Tsarigradsko Shosse Str, Sofia 
 
Inchcape Brokerage Bulgaria EOOD 
 
100%
TM Auto EOOD 
 
100%
Toyota Balkans EOOD 
 
100%
 
 
Inchcape Annual Report and Accounts 2019
188

14 Related undertakings continued 
Name and registered address 
Percentage
owned 
Chile 
Av. La Dehesa 265, Santiago, Región Metropolitana 
Mobility Services Chile SpA 
100%
Universal Motors SpA 
100%
Williamson Balfour Motors SpA 
100%
Williamson Balfour SA 
100%
 
Ruta 5 Norte #19100 Ciudad Santiago comuna Lampa Región Metropolitana 
Inchcape Automotriz Chile SA 
100%
Hino Chile SA 
100%
Inchcape Camiones y Buses Chile SA 
100%
 
Avda. las Condes 11774, Vitacura, Santiago 
Inchcape Latam Internacional SA 
100%
Indigo Chile Holdings SpA 
100%
 
Avenida Francisco Bilbao 0102, Providencia, Santiago 
Inchcape Commercial Chile SA 
100%
 
Colombia 
Calle 99 N° 69c – 41 Bogotá 
Inchcape Inversiones Colombia S.A.S 
100%
Impoquing Motor SAS 
100%
Matrase SAS 
100%
Praco Didacol SAS 
100%
Inmobiliaria Inchcape Colombia S.A.S 
100%
 
Aut. Medellín Calle 80 Km 7 Parque Industrial Celta Trade Park Bodega 1202 Funza 
Distribuidora Hino de Colombia SAS 
100%
 
 
Cook Islands 
First Floor, BCI House, Avarua, Rarotonga 
IB Enterprises Ltd 
100%
 
Costa Rica 
La Uruca, de la Pozuelo 200 metros oeste, frente al Hospital Mexico 
Arienda Express SA 
100%
Comericio de las Americas SA 
100%
Inchcape Protection Express 
100%
Vehiculos de Trabajo SA 
100%
Vistas de Guanacaste Orquideas SA 
100%
 
Djibouti 
Route de Venise – Djibouti Free Zone – LOB 124, PO Box 2645 
Red Sea Automotive FZCO 
100%
 
 
 
Inchcape Annual Report and Accounts 2019
189 
STRATEGIC REPORT
GOVERNANCE
FINANCIAL STATEMENTS

Notes to the financial statements continued 
 
14 Related undertakings continued 
Name and registered address 
Percentage
owned 
Ecuador 
Av. Galo Plaza Lasso n. 5898. Quito, 170513 
Autolider Ecuador S.A. 
100%
 
Estonia 
Läike tee 38, Peetri küla, Rae vald, Harjumaa 75312 
Inchcape Motors Estonia OÜ 
100%
 
Ethiopia 
Bole Sub City, Kebele 03, H.Nr. 2441, Addis Ababa 
The Motor & Engineering Company Of Ethiopia (Moenco) S.C. 
94%
 
Finland 
Ansatie 6 a C, 01740 Vantaa, Kotipaikka, Helsinki 
Inchcape Motors Finland Oy 
100%
 
Greece 
48 Ethnikis Antistaseos Street, Halandri 15231 
British Providence SA 
100%
Eurolease Fleet Services SA 
100%
Toyota Hellas SA 
100%
Polis Inchcape Athens SA 
100%
 
11th Km, National Road Thessaloniki-Airport, Thessaloniki 60371 
Polis Inchcape Thessaloniki SA 
100%
 
Guam 
443 South Marine Corps Drive, Tamuning, Guam 96913 
100%
Atkins Kroll Inc 
 
Hong Kong 
11/F, Tower B, Manulife Financial Centre, 223-231 Wai Yip Street, Kwun Tong, Kowloon, HK 
100%
British Motors Ltd 
100%
Crown Motors Ltd 
100%
Future Motors Ltd 
100%
Inchcape Finance (HK) Ltd 
100%
Inchcape Hong Kong Ltd 
100%
Inchcape Mobility Limited 
100%
Inchcape Motor Services Ltd 
100%
Mega EV Ltd 
100%
 
 
 
Inchcape Annual Report and Accounts 2019
190

14 Related undertakings continued 
Name and registered address 
 
Percentage
owned 
Ireland 
17 Corrig Road, Sandyford, Dublin 18, D18 N6K8 
Inchcape Finance (Ireland) Ltd 
(v)
100%
 
Ivory Coast 
01 BP 3893, Abidjan O1 
Distribution Services Cote d’Ivoire SA 
100%
Toyota Services Afrique SA 
100%
 
Kenya 
LR 1870/X/126, Ground Floor, Oracle Towers, Waiyaki Way, P.O. Box 2231-00606, Nairobi 
Inchcape Kenya Ltd 
 100% 
 
Latvia 
4a Skanstes Street, Riga, LV-1013 
Baltic Motors Imports SIA 
100%
Baltijas Ipasumu Fonds SIA 
100%
BM Lizings SIA 
100%
Ermans SIA 
100%
Inchcape Motors Latvia SIA 
(viii)
60%
 
Paula Stradina 29, Ventspils, LV-3602 
Ventmotors SIA 
100%
 
Lithuania 
Laisves av. 137, Vilnius, LT-06118 
UAB Autovista 
67%
UAB Autovytaras 
67%
UAB Inchcape Motors 
67%
 
Ozo str. 10A, Vilnius, LT-08200 
UAB Krasta Auto 
100%
UAB Krasta Auto Vilnius 
 100%
 
Svajonės str. 40, Klaipėda, LT-94101 
UAB Krasta Auto Klaipeda 
 100%
 
Veiverių str. 150, Kaunas, LT-46391 
UAB Krasta Auto Kaunas 
 100%
 
Luxembourg 
6 ZAI Bourmicht L-8070, Bertrange 
Grand Garage de Luxembourg 
100%
 
193 Route d’Arlon, L-1150 
Jaguar Luxembourg 
100%
 
 
Inchcape Annual Report and Accounts 2019
191 
STRATEGIC REPORT
GOVERNANCE
FINANCIAL STATEMENTS

Notes to the financial statements continued 
 
14 Related undertakings continued 
Name and registered address 
  
Percentage
owned 
Macau 
 
Avenida do Coronel Mesquita, No 48-48D, Edf. Industrial Man Kei R/C, Macau 
 
Nova Motors (Macao) Ltd 
 
100%
Yat Fung Motors Ltd 
 
100%
 
 
Macedonia 
 
21 8th September Boulevard, 1000 Skopje 
 
Toyota Auto Center DOOEL 
 
100%
 
 
Netherlands 
 
Gustav Mahlerlaan 1212, 1081 LA Amsterdam, the Netherlands 
 
Inchcape International Group BV 
(i) 
100%
 
 
New Zealand 
 
Bell Gully, Level 22, Vero Centre, 48 Shortland Street, Auckland, 1010 , New Zealand 
 
Inchcape Motors NZ Ltd 
 
100%
 
 
Panama 
 
Vía General Nicanor A. de Obarrio (Street 50), Plaza Bancomer 
 
lIaother SA 
 
100%
Ilachile SA 
 
100%
 
 
Ciudad de Panamá, Vía Cincuentenario Andrés Mojica, Ave. 6ta B., Lote X 5B, Corregimiento de San 
Francisco, Distrito de Panamá, Provincia de Panamá 
 
Arrendadora Automotriz SA 
 
100%
Bielesfield Corp 
 
100%
Edenborn Trading Inc 
 
100%
Goltex Commerce Inc 
 
100%
Inmuebles Comerciales SA 
 
100%
Iron Crag Corporation 
 
100%
Motors Japoneses SA 
 
100%
Sun Motors SA 
 
100%
 
 
Peru 
 
Av. El Polo Nro. 1117, Santiago de Surco, Lima 
 
Inchcape Motors Peru SA 
 
100%
 
 
Av. Republica de Panama Nro. 3330, San Isidro, Lima 
 
IMP Distribuidora SA 
 
100%
 
 
Av. Morro Solar 812, Santiago de Surco, Lima 
 
Autocar del Peru SA 
 
100%
Distribuidora Automotriz del Peru SA 
 
100%
Inchcape Latam Peru SA 
 
100%
Rentas e Inmobiliaria Sur Andina SA 
 
100%
 
 
Poland 
 
Al. Prymasa Tysiąclecia 64, 01-424 Warszawa 
 
Inchcape Motors Polska Sp z.o.o 
 
100%
 
 
Al. Karkonoska 61, 53-015 Wroclaw 
 
Interim Cars Sp z.o.o 
 
100%
 
 
Inchcape Annual Report and Accounts 2019
192

14 Related undertakings continued 
 
 
Name and registered address 
  
Percentage
owned 
Romania 
Pipera Boulevard No 1, Voluntari, Ilfov, 077190  
Inchcape Motors Srl 
100%
Inchcape Real Estate Srl 
100%
Toyota Romania Srl 
100%
 
Russia 
Building 1, 18 2-ya Magistralnaya street, Moscow 123290 
LLC Inchcape Management Services Rus  
100%
LLC Inchcape Holding 
100%
 
31 Litera A, Rustaveli Street, St Petersburg 195273 
LLC Inchcape Olimp  
100%
 
108811, Moscow, settlement Moskovskiy, block No34, property 2, bld. 1 
LLC Inchcape T  
100%
 
10 Seslavinskaya Street, Moscow 121309 
LLC Autoproject 
100%
 
36 Yaroslavskoe Shosse, Moscow 129337 
LLC Borishof 1 
100%
 
195273, Saint-Petersburg, Rustaveli str., 31, Lit.A, apt.3 
LLC Concord 
100%
 
Building 22, 18 2-ya Magistralnaya Street, Moscow 123290 
LLC Musa Motors JLR 
100%
LLC Musa Motors Volvo 
100%
 
41 ul. Kuznetsovskaya, St Petersburg 196105 
LLC Orgtekhstroy 
100%
 
Saipan 
San Jose Village, 1 Chalan Monsignor Guerrero, Saipan, 96950, Northern Mariana Islands 
Atkins Kroll (Saipan) Inc 
100%
 
Singapore 
2 Pandan Crescent, Inchcape Centre, Singapore 128462 
Borneo Motors (Singapore) Pte Ltd 
100%
Century Motors (Singapore) Pte Ltd 
100%
Champion Motors (1975) Pte Ltd 
100%
Inchcape Automotive Services Pte Ltd 
100%
Inchcape Motors Private Ltd 
100%
 
Spain 
C. Prim, 19, 28004 Madrid 
Inchcape Inversiones España SLu  
100%
 
Thailand 
No. 4332 Rama IV Road, Prakhanong Sub-District, Klongtoey District, Bangkok 
Inchcape (Thailand) Company Ltd 
100%
Inchcape Services (Thailand) Co Ltd 
100%
 
 
Inchcape Annual Report and Accounts 2019
193 
STRATEGIC REPORT
GOVERNANCE
FINANCIAL STATEMENTS

Notes to the financial statements continued 
 
14 Related undertakings continued 
Name and registered address 
  
Percentage
owned 
United Kingdom 
 
Inchcape Retail, First Floor, Unit 3140 Park Square, Solihull Parkway, Birmingham B37 7YN 
 
Armstrong Massey (York) Ltd 
 
100%
Armstrong Massey Holdings Ltd 
 
100%
Autobytel Ltd 
 
100%
Automobiles of Distinction Ltd 
 
100%
Bates Motors (Belcher) Ltd 
 
100%
Casemount Holdings Ltd 
 
100%
Castle Motors (York) Ltd 
 
100%
Chapelgate Holdings Ltd 
 
100%
Chapelgate Motors Ltd 
 
100%
D J Smith Ltd 
 
100%
Dane Motor Company (Chester) Ltd 
 
100%
European Motor Holdings Ltd 
 
100%
Ferrari Concessionaires Ltd 
(vi) 
100%
Gerard Mann Ltd 
 
100%
H A Fox Ltd 
 
100%
Inchcape East (2) Ltd 
 
100%
Inchcape East (Acre) Ltd 
 
100%
Inchcape East (Brook) Ltd 
 
100%
Inchcape East (Hill) Ltd 
 
100%
Inchcape East (Holdings) Ltd 
 
100%
Inchcape East (Properties) Ltd 
 
100%
Inchcape East Ltd 
 
100%
Inchcape Estates Ltd 
 
100%
Inchcape Motors International Ltd 
 
100%
Inchcape Motors Pension Trust Ltd 
 
100%
Inchcape Midlands Ltd 
 
100%
Inchcape North West Group Ltd 
 
100%
Inchcape North West Ltd 
 
100%
Inchcape Park Lane Ltd 
 
100%
Inchcape Retail Ltd 
 
100%
Inchcape Trade Parts Ltd 
 
100%
Inchcape Transition Ltd 
 
100%
Inchcape UK Ltd 
 
100%
Inchcape UK Corporate Management Ltd 
 
100%
James Edwards (Chester) Ltd 
 
100%
Kenning Motor Group Ltd 
 
100%
L&C Auto Services (Croydon) Ltd 
(vii) 
100%
L&C Auto Services Ltd 
(vii) 
100%
L&C Banstead Ltd 
 
100%
Malton Motors Fleet Ltd 
 
100%
Malton Motors Ltd 
 
100%
Mann Egerton & Co Ltd 
 
100%
Mill Garages Ltd 
 
100%
Nexus Corporation Ltd 
 
100%
Normand Heathrow Ltd 
 
100%
Normand Ltd 
 
100%
Normand Motor Group Ltd 
 
100%
 
 
Inchcape Annual Report and Accounts 2019
194

14 Related undertakings continued 
Name and registered address 
  
Percentage
owned 
Normand Trustees Ltd 
100%
Northfield Garage (Tetbury) Ltd 
100%
Notneeded No. 144 Ltd 
100%
Notneeded No. 145 Ltd 
100%
Packaging Industries Ltd 
100%
Penta Watford Ltd 
88%
Smith Knight Faye (Holdings) Ltd 
100%
Smith Knight Faye Ltd 
100%
The Cooper Group Ltd 
100%
Tozer International Holdings Ltd 
100%
Tozer Kemsley Millbourn Automotive Ltd 
100%
Wyvern (Wrexham) Ltd 
100%
 
22a St James’s Square, London, SW1Y 5LP 
Cavendish 1 Ltd 
100%
Inchcape Baltic Motors Ltd 
100%
Inchcape (Belgium) Ltd 
(vii)
100%
Inchcape BMI Ltd 
100%
Inchcape Corporate Services Ltd 
100%
Inchcape Finance plc 
100%
Inchcape Hellas Funding (unlimited) 
100%
Inchcape Hellas UK (unlimited) 
100%
Inchcape Imperial (unlimited) 
100%
Inchcape Investments (no 1) Ltd 
100%
Inchcape Investments (no 2) Ltd 
100%
Inchcape International Holdings Ltd 
100%
Inchcape Latvia Ltd 
100%
Inchcape Management (Services) Ltd 
100%
Inchcape Overseas Ltd 
(ix)
70%
Inchcape Russia (UK) Ltd 
(vii)
100%
Inchcape (Singapore) Ltd 
100%
St Mary Axe Securities Ltd 
100%
 
PO Box 33, Dorey Court, Admiral Park, St Peter Port, GUERNSEY GY1 4AT 
St James’s Insurance Ltd 
100%
 
4th Floor 115 George Street, Edinburgh EH2 4JN 
Inchcape Investments & Asset Management Ltd 
100%
 
Uruguay 
Rambla Baltasar Brum 3028, Montevideo 
Autolider Uruguay S.A. 
100%
 
United States of America 
The Corporation Company, 30600 Telegraph Road Bingham Farms, MI 48025  
Baltic Motors Corporation 
100%
 
Corporation Trust Center, 1209 Orange Street, Wilmington DE 19801 
SS Acquisition Corporation 
(x)
12%
 
 
Inchcape Annual Report and Accounts 2019
195 
STRATEGIC REPORT
GOVERNANCE
FINANCIAL STATEMENTS

Notes to the financial statements continued 
 
14 Related undertakings continued 
Joint ventures 
Name and registered address 
  
Percentage
owned 
Greece 
 
48 Ethnikis Antistaseos Street, Halandri 15231 
 
Tefin SA 
 
50%
 
 
Charterhall House, Charterhall Drive, Chester, Cheshire CH88 3AN 
 
Inchcape Financial Services Ltd 
(i) 
49%
Unless stated below, all holdings have one type of ordinary share capital: 
(i) 
Ordinary A and Ordinary B shares 
(ii) Ordinary shares, B Class shares, J Class shares and L Class shares 
(iii) Ordinary shares and E Class shares 
(iv) Ordinary shares, A Class shares, C Class shares, D Class shares and E Class shares 
(v) Ordinary shares, redeemable cumulative preference shares and non-redeemable preference shares 
(vi) Ordinary shares, Ordinary A shares and 8% non-cumulative redeemable preference shares 
(vii) Ordinary shares and redeemable cumulative preference shares 
(viii) Owned at 60% by Inchcape plc, 40% by Baltics Motors Corporation 
(ix) Owned at 70% by Inchcape plc and 30% by Inchcape Australia Ltd  
(x) Owned at 42% by Inchcape Baltic Motors Ltd, 2% by Inchcape BMI Ltd, 44% by Inchcape Latvia Ltd and 12% by Inchcape plc 
 
 
 
Inchcape Annual Report and Accounts 2019
196

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www.inchcape.com/annualreport
Shareholder information 
Registered office 
Inchcape plc 
22a St James’s Square 
London SW1Y 5LP 
Tel: +44 (0) 20 7546 0022 
Fax: +44 (0) 20 7546 0010 
Registered number: 609782 
Registered in England and Wales 
Advisors 
Independent Auditor 
Deloitte  
Chartered Accountants and 
Statutory Auditor 
Share registrars 
Computershare Investor Services PLC 
Registrar’s Department, The Pavilions 
Bridgwater Road 
Bristol BS99 7NH 
Tel: +44 (0) 370 707 1076 
Solicitors 
Herbert Smith Freehills  
Slaughter and May 
Corporate brokers 
Jeffries Hoare Govett 
JP Morgan Cazenove 
Inchcape PEPs 
Individual Savings Accounts (ISAs) replaced Personal Equity 
Plans (PEPs) as the vehicle for tax efficient savings. Existing PEPs 
may be retained. Inchcape PEPs are managed by The Share 
Centre Ltd, who can be contacted at PO Box 2000, Oxford 
House, Oxford Road, Aylesbury, Buckinghamshire HP21 8ZB 
Tel: +44 (0) 1296 414144 
Inchcape ISA 
Inchcape has established a Corporate Individual Savings 
Account (ISA). This is managed by Equiniti Financial Services 
Limited, Aspect House, Spencer Road, Lancing, West Sussex 
BN99 6DA 
Tel: 0870 300 0430 
International callers: 
Tel: +44 121 441 7560 
More information is available at www.shareview.com 
Financial calendar 
Annual General Meeting 
21 May 2020 
Announcement of 2020 Interim Results 
30 July 2020 
Inchcape Annual Report and Accounts 2019
197

Inchcape plc
22a St James’s Square  
London SW1Y 5LP
T +44 (0) 20 7546 0022 
www.inchcape.com 
Registered number 609782