|
The Netherlands
(State or other jurisdiction of incorporation
or organization)
|
3711
(Primary Standard Industrial Classification
Code Number)
|
Not Applicable
(I.R.S. Employer
Identification Number)
|
|
25 St. James’s Street
London SW1A 1HA
United Kingdom
Tel. No. +44 (0)20 7766 0311
|
|
Richard K. Palmer
|
25 St. James’s Street
|
London SW1A 1HA
|
United Kingdom
|
Tel. No.: +44 (0)20 7766 0311
|
Scott Miller, Esq.
|
Giorgio Fossati
|
Sullivan & Cromwell LLP
|
c/o Fiat Chrysler Automobiles N.V.
|
125 Broad Street
|
25 St. James’s Street
|
New York, NY 10004
|
London SW1A 1HA
|
Tel. No.: (212) 558-4000
|
Tel. No.: +44 (0)20 7766 0311
|
Title of each class of
Securities to be registered
|
Amount to be
registered
|
Proposed maximum
offering price per note
(1)
|
Proposed maximum aggregate
offering price
(1)
|
Amount of registration
Fee
|
4.500% Senior Notes due 2020
|
$1,500,000,000
|
100%
|
$1,500,000,000
|
174,300
|
5.250% Senior Notes due 2023
|
$1,500,000,000
|
100%
|
$1,500,000,000
|
174,300
|
Total
|
|
|
$3,000,000,000
|
348,600
|
|
|
|
$3,000,000,000
FIAT CHRYSLER AUTOMOBILES N.V.
Offers to Exchange
up to $1,500,000,000 aggregate principal amount of new 4.500% Senior Notes due 2020 registered under the Securities Act of 1933, for any and all of our outstanding 4.500% Senior Notes due 2020 issued on April 14, 2015, and
up to $1,500,000,000 aggregate principal amount of new 5.250% Senior Notes due 2023 registered under the Securities Act of 1933, for any and all of our outstanding 5.250% Senior Notes due 2023 issued on April 14, 2015
|
___________________________________________________________________________________________
We are offering to exchange, upon the terms and subject to the conditions set forth in this Prospectus and the accompanying letter of transmittal, (i) our new 4.500% Senior Notes due 2020 (the “2020 Notes”) for all of our outstanding 4.500% Senior Notes due 2020 issued on April 14, 2015 (the “Initial 2020 Notes”) in an aggregate principal amount of $1,500,000,000, and (ii) our new 5.250% Senior Notes due 2023 (the “2023 Notes” and, together with the “2020 Notes,” the “Notes”) for all of our outstanding 5.250% Senior Notes due 2023 issued on April 14, 2015 (the “Initial 2023 Notes” and, together with the “Initial 2020 Notes,” the “Initial Notes”) in an aggregate principal amount of $1,500,000,000. We refer to each of these offers as an “Exchange Offer” and together as the “Exchange Offers.”
|
||
Material Terms of the Exchange Offers:
•
The exchange offers will expire at 5:00 p.m. New York City time, on , 2015, unless extended.
•
You will receive an equal principal amount of 2020 Notes for all Initial 2020 Notes and an equal principal amount of 2023 Notes for all Initial 2023 Notes, in each case that you validly tender and do not validly withdraw.
•
The form and terms of each series of Notes will be identical in all material respects to the form and terms of the corresponding Initial Notes, except that the Notes will not contain restrictions on transfer, will bear different CUSIP numbers and will not entitle their holders to certain registration rights relating to the Initial Notes.
|
||
•
If you do not tender your Initial Notes in the Exchange Offers, all non-exchanged Initial Notes will continue to be subject to the restriction on transfer set forth in the Initial Notes. If we exchange Initial Notes in the Exchange Offers, the trading market, if any, for any remaining Initial Notes could be much less liquid.
•
We expect to obtain and maintain a listing for the Notes on the Official List of the Irish Stock Exchange and to admit the Notes for trading on the Main Market thereof. If we are unable to obtain or maintain such listing on the Official List of the Irish Stock Exchange, we may obtain and maintain listing for the Notes on another exchange in our sole discretion. No public market currently exists for the Initial Notes.
|
||
Each broker-dealer that receives Notes for its own account pursuant to the Exchange Offers must acknowledge that it will deliver a prospectus in connection with any resale of such Notes. The letter of transmittal states that by so acknowledging and by delivering a prospectus, a broker-dealer will not be deemed to admit that it is an “underwriter” within the meaning of the Securities Act of 1933. This Prospectus, as it may be amended or supplemented from time to time, may be used by a broker-dealer in connection with resales of Notes received in exchange for Initial Notes where such Initial Notes were acquired by such broker-dealer as a result of market-making activities or other trading activities. We have agreed that, for a period of up to 180 days of the effectiveness of the exchange offer registration statement, we will make this Prospectus available to any broker-dealer for use in connection with any such resale.
_______________________________
Investing in the Notes involves risks. See “Risk Factors” beginning on page 10.
_______________________________
Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of
these securities or passed upon the adequacy or accuracy of this Prospectus. Any representation to the contrary is a criminal offense.
_______________________________
The date of this Prospectus is , 2015
|
|
Page
|
|
|
•
|
our ability to reach certain minimum vehicle sales volumes;
|
•
|
changes in the general economic environment and changes in demand for automotive products, which is subject to cyclicality, in particular;
|
•
|
our ability to enrich our product portfolio and offer innovative products;
|
•
|
the high level of competition in the automotive industry;
|
•
|
our ability to expand certain of our brands internationally;
|
•
|
changes in our credit ratings;
|
•
|
our ability to realize anticipated benefits from any acquisitions, joint venture arrangements and other strategic alliances;
|
•
|
our ability to integrate the Group’s operations;
|
•
|
exposure to shortfalls in the Group’s defined benefit pension plans, particularly those of FCA US;
|
•
|
our ability to provide or arrange for adequate access to financing for our dealers and retail customers, and associated risks associated with financial services companies;
|
•
|
our ability to access funding to execute our business plan and improve our business, financial condition and results of operations;
|
•
|
various types of claims, lawsuits and other contingent obligations against us, including product liability, warranty and environmental claims and lawsuits;
|
•
|
disruptions arising from political, social and economic instability;
|
•
|
material operating expenditures in relation to compliance with environmental, health and safety regulations;
|
•
|
our timely development of hybrid propulsion and alternative fuel vehicles and other new technologies to enable compliance with increasingly stringent fuel economy and emission standards in each area in which we operate;
|
•
|
developments in our labor and industrial relations and developments in applicable labor laws;
|
•
|
risks associated with our relationships with employees and suppliers;
|
•
|
increases in costs, disruptions of supply or shortages of raw materials;
|
•
|
exchange rate fluctuations, interest rate changes, credit risk and other market risks;
|
•
|
our ability to achieve some or all of the financial and other benefits we expect will result from the separation of Ferrari; and
|
•
|
other factors discussed elsewhere in this Prospectus.
|
Guaranteed Delivery Procedures
|
If you wish to tender your Initial Notes and time will not permit your required documents to reach the Exchange Agent by the Expiration Date, or you cannot complete the procedure for book-entry transfer on time or you cannot deliver your certificates for registered Initial Notes on time, you may tender your Initial Notes pursuant to the procedures described in this Prospectus under “The Exchange Offers—How to Use the Guaranteed Delivery Procedures if You Will Not Have Enough Time to Send All Documents to Us.”
|
Termination and Modification of the Exchange Offers
|
Each of the Exchange Offers is subject to customary conditions described in “The Exchange Offers—We May Modify or Terminate the Exchange Offers Under Some Circumstances,” including, among other things, the condition that the registration statement of which this Prospectus forms a part shall have become effective and that there shall not have occurred any material adverse change to our business, condition (financial or otherwise), operations or prospects. Neither of the Exchange Offers is conditioned upon the other Exchange Offer, and we may terminate one Exchange Offer without terminating the other Exchange Offer. In addition, we expressly reserve the right to terminate one or both of the Exchange Offers and not accept for exchange any Initial Notes for any reason.
|
Withdrawal Rights
|
You may withdraw the tender of your Initial Notes at any time prior to the Expiration Date. See “The Exchange Offers.”
|
Material U.S. Federal Income Tax Consequences
|
The exchange of Initial Notes for Notes will not be a taxable exchange for United States federal income tax purposes. See “Material Tax Considerations—Material U.S. Federal Income Tax Consequences.”
|
Use of Proceeds
|
We will not receive any proceeds from the issuance of Notes pursuant to the Exchange Offers. Initial Notes that are validly tendered and exchanged will be retired and canceled. We will pay all expenses incidental to the Exchange Offers.
|
Exchange Agent
|
We have appointed The Bank of New York Mellon as the Exchange Agent for the Exchange Offers.
|
Issuer
|
Fiat Chrysler Automobiles N.V., a public limited liability company incorporated under the laws of the Netherlands.
|
Notes Offered
|
$1,500,000,000 aggregate principal amount of 4.500% Senior Notes due 2020 (the “2020 Notes”) and $1,500,000,000 aggregate principal amount of 5.250% Senior Notes due 2023 (the “2023 Notes,” and together with the 2020 Notes, the “Notes”).
|
Interest Rate
|
4.500% per annum for the 2020 Notes and 5.250% per annum for the 2023 Notes. Interest will accrue from April 14, 2015.
|
Maturity Date
|
April 15, 2020 for the 2020 Notes and April 15, 2023 for the 2023 Notes.
|
Interest Payment Dates
|
April 15 and October 15 of each year, commencing on October 15, 2015.
|
Ranking
|
The Notes will be our unsecured senior obligations and will:
be senior in right of payment to any future subordinated indebtedness and to any of our existing indebtedness which is by its terms subordinated in right of payment to the Notes;
rank pari passu in right of payment with respect to all of our existing and future unsubordinated indebtedness.
We are a holding company and most of our operations are conducted through our subsidiaries. Therefore, payments of interest and principal on the Notes may depend on the ability of our operating subsidiaries to distribute cash or other property to us. The Notes are not guaranteed by our subsidiaries, and therefore effectively rank junior to the liabilities of our current and future subsidiaries to the extent of the assets of such subsidiaries. See “Risk Factors—Risks Relating to the Notes and the Exchange Offers” and “Description of the Notes—Ranking.”
The Indenture does not limit the amount of debt securities we or our subsidiaries may issue and does not restrict our ability, or the ability of our subsidiaries, to incur additional indebtedness (including, in certain cases, secured debt). Such additional debt will effectively rank senior to the Notes to the extent of the value of the assets of such subsidiaries or the assets securing such debt.
At March 31, 2015,
we had approximately €14.0 billion of unsecured indebtedness outstanding, principally consisting of indebtedness incurred by our treasury subsidiaries and guaranteed by us, including our global medium term notes; and
our subsidiaries had approximately €19.4 billion of external indebtedness outstanding, including €11.8 billion of indebtedness at FCA US LLC and approximately €1.6 billion of indebtedness at our financial services subsidiaries.
|
Optional Redemption
|
We may redeem each series of Notes, in whole or in part, at our option, at any time and from time to time, at a redemption price equal to the greater of (i) 101% of the principal amount of the series of Notes to be redeemed or (ii) the sum of the present values of the remaining scheduled payments of principal, premium and interest (excluding accrued but unpaid interest to the redemption date) on the series of Notes to be redeemed to the maturity date thereof, discounted to the redemption date on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months), at the Treasury Rate plus 50 basis points, plus in each case unpaid interest, if any, accrued to, but not including, such redemption date. See “Description of the Notes—Optional Redemption.”
|
Change of Control
|
If we experience specific kinds of change of control events, we must make an offer to repurchase all of the Notes at a price equal to 101% of their principal amount, plus accrued and unpaid interest, if any, to the purchase date. See “Description of the Notes—Repurchase at the Option of Holders.”
|
Certain Covenants
|
The Indenture restricts our ability to consolidate or merge with or into any other person, and sell, transfer, or lease or convey all or substantially all of our properties and assets to another person. See “Description of the Notes—Consolidation, Merger and Sale of Assets.”
In addition, so long as any of the Notes remains outstanding we will not create any mortgage, charge, pledge, lien, encumbrance or other security interest (“Lien”) (other than a Permitted Lien) upon our assets to secure any Quoted Indebtedness or any Qualifying Guarantee of such Quoted Indebtedness, unless, in any such case, we grant, for the benefit of holders of the Notes, a security interest in such assets that is equal and ratable to the security interests in favor of the holders of the Quoted Indebtedness. See “Description of the Notes—Negative Pledge.”
|
CUSIP Numbers
|
2020 Notes: 31562Q AC1
2023 Notes: 31562Q AF4
|
ISINs
|
2020 Notes: US31562QAC15
2023 Notes: US31562QAF46
|
Indenture
|
The Notes will be issued under the indenture, dated as of April 14, 2015, with The Bank of New York Mellon, as trustee (the “Indenture”). The rights of holders of the Notes, including rights with respect to default, waivers and amendments, are governed by the Indenture.
|
Listing
|
We expect to obtain and maintain a listing for the Notes on the Official List of the Irish Stock Exchange and to admit the Notes for trading on the Main Market thereof. If we are unable to obtain or maintain such listing on the Official List of the Irish Stock Exchange, we may obtain and maintain listing for the Notes on another exchange in our sole discretion.
|
Governing Law
|
The Indenture and the Notes are governed by the laws of the State of New York.
|
•
|
the Interim Consolidated Financial Statements for the three months ended March 31, 2015 and 2014, included elsewhere in this Prospectus; and
|
•
|
the Consolidated Financial Statements for the years ended December 31, 2014, 2013 and 2012, included elsewhere in this Prospectus.
|
|
For the Three Months Ended March 31,
|
||||
|
2015
|
|
2014
|
||
|
(€ million)
|
||||
Net revenues
|
26,396
|
|
|
22,125
|
|
EBIT
|
792
|
|
|
270
|
|
Profit/(loss) before taxes
|
186
|
|
|
(223
|
)
|
Profit/(loss) from continuing operations
|
92
|
|
|
(173
|
)
|
Net profit/(loss)
|
92
|
|
|
(173
|
)
|
Attributable to:
|
|
|
|
||
Owners of the parent
|
78
|
|
|
(189
|
)
|
Non-controlling interest
|
14
|
|
|
16
|
|
Earnings/(loss) per share (in Euro)
|
|
|
|
||
Basic per ordinary share
|
0.052
|
|
|
(0.155
|
)
|
Diluted per ordinary share
|
0.052
|
|
|
(0.155
|
)
|
EBITDA
(1)
|
2,189
|
|
|
1,438
|
|
Adjusted EBIT
(2)
|
800
|
|
|
655
|
|
|
For the Three Months Ended March 31,
|
||||
|
2015
|
|
2014
|
||
|
(€ million)
|
||||
EBIT
|
792
|
|
|
270
|
|
Plus:
|
|
|
|
||
Amortization and Depreciation
|
1,397
|
|
|
1,168
|
|
EBITDA
|
2,189
|
|
|
1,438
|
|
|
At March 31, 2015
|
|
At December 31, 2014
|
||
|
(€ million)
|
||||
Cash and cash equivalents
|
21,669
|
|
|
22,840
|
|
Total assets
|
106,978
|
|
|
100,510
|
|
Debt
|
33,366
|
|
|
33,724
|
|
Total equity
|
15,235
|
|
|
13,738
|
|
Equity attributable to owners of the parent
|
14,893
|
|
|
13,425
|
|
Non-controlling interests
|
342
|
|
|
313
|
|
|
For the Years Ended December 31,
|
|||||||||||||
|
2014
|
|
2013
|
|
2012
|
|
2011
(1)
|
|
2010
(2)
|
|||||
|
(€ million)
|
|||||||||||||
Net revenues
|
96,090
|
|
|
86,624
|
|
|
83,765
|
|
|
59,559
|
|
|
35,880
|
|
EBIT
|
3,223
|
|
|
3,002
|
|
|
3,434
|
|
|
3,291
|
|
|
1,106
|
|
Profit before taxes
|
1,176
|
|
|
1,015
|
|
|
1,524
|
|
|
1,932
|
|
|
706
|
|
Profit from continuing operations
|
632
|
|
|
1,951
|
|
|
896
|
|
|
1,398
|
|
|
222
|
|
Profit from discontinued operations
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
378
|
|
Net profit
|
632
|
|
|
1,951
|
|
|
896
|
|
|
1,398
|
|
|
600
|
|
Attributable to:
|
|
|
|
|
|
|
|
|
|
|||||
Owners of the parent
|
568
|
|
|
904
|
|
|
44
|
|
|
1,199
|
|
|
520
|
|
Non-controlling interest
|
64
|
|
|
1,047
|
|
|
852
|
|
|
199
|
|
|
80
|
|
Earnings/(loss) per share (in Euro)
|
|
|
|
|
|
|
|
|
|
|||||
Basic per ordinary share
|
0.465
|
|
|
0.744
|
|
|
0.036
|
|
|
0.962
|
|
|
0.410
|
|
Diluted per ordinary share
|
0.460
|
|
|
0.736
|
|
|
0.036
|
|
|
0.955
|
|
|
0.409
|
|
EBITDA
(3)
|
8,120
|
|
|
7,637
|
|
|
7,635
|
|
|
6,649
|
|
|
3,292
|
|
|
For the Years Ended December 31,
|
|||||||||||||
|
2014
|
|
2013
|
|
2012
|
|
2011
|
|
2010
|
|||||
|
(€ million)
|
|||||||||||||
EBIT
|
3,223
|
|
|
3,002
|
|
|
3,434
|
|
|
3,291
|
|
|
1,106
|
|
Plus:
|
|
|
|
|
|
|
|
|
|
|||||
Amortization and Depreciation
|
4,897
|
|
|
4,635
|
|
|
4,201
|
|
|
3,358
|
|
|
2,186
|
|
EBITDA
|
8,120
|
|
|
7,637
|
|
|
7,635
|
|
|
6,649
|
|
|
3,292
|
|
|
At December 31,
|
|||||||||||||
|
2014
|
|
2013
|
|
2012
|
|
2011
(1)(2)
|
|
2010
|
|||||
|
(€ million)
|
|||||||||||||
Cash and cash equivalents
|
22,840
|
|
|
19,455
|
|
|
17,666
|
|
|
17,526
|
|
|
11,967
|
|
Total assets
|
100,510
|
|
|
87,214
|
|
|
82,633
|
|
|
80,379
|
|
|
73,442
(2)
|
|
Debt
|
33,724
|
|
|
30,283
|
|
|
28,303
|
|
|
27,093
|
|
|
20,804
|
|
Total equity
|
13,738
|
|
|
12,584
|
|
|
8,369
|
|
|
9,711
|
|
|
12,461
(2)
|
|
Equity attributable to owners of the parent
|
13,425
|
|
|
8,326
|
|
|
6,187
|
|
|
7,358
|
|
|
11,544
(2)
|
|
Non-controlling interests
|
313
|
|
|
4,258
|
|
|
2,182
|
|
|
2,353
|
|
|
917
(2)
|
|
•
|
technological and product synergies, economies of scale and cost reductions not occurring as expected;
|
•
|
unexpected liabilities;
|
•
|
incompatibility in processes or systems;
|
•
|
unexpected changes in laws or regulations;
|
•
|
inability to retain key employees;
|
•
|
inability to source certain products;
|
•
|
increased financing costs and inability to fund such costs;
|
•
|
significant costs associated with terminating or modifying alliances; and
|
•
|
problems in retaining customers and integrating operations, services, personnel, and customer bases.
|
•
|
the performance of loans and leases in their portfolio, which could be materially affected by delinquencies, defaults or prepayments;
|
•
|
wholesale auction values of used vehicles;
|
•
|
higher than expected vehicle return rates and the residual value performance of vehicles they lease; and
|
•
|
fluctuations in interest rates and currency exchange rates.
|
•
|
exposure to local economic and political conditions;
|
•
|
import and/or export restrictions;
|
•
|
multiple tax regimes, including regulations relating to transfer pricing and withholding and other taxes on remittances and other payments to or from subsidiaries;
|
•
|
foreign investment and/or trade restrictions or requirements, foreign exchange controls and restrictions on the repatriation of funds. In particular, current regulations limit our ability to access and transfer liquidity out of Venezuela to meet demands in other countries and also subject us to increased risk of devaluation or other foreign exchange losses. See “Management’s Discussion and Analysis of Financial Condition and Results of Operations—Recent Developments” for more information regarding our Venezuela operations; and
|
•
|
the introduction of more stringent laws and regulations.
|
•
|
some of the CFC’s assets or risks are acquired, managed or controlled to any significant extent in the U.K. (a) other than by a U.K. permanent establishment of the CFC and (b) other than under arm’s length arrangements;
|
•
|
the CFC could not manage the assets or risks itself; and
|
•
|
the CFC is party to arrangements which increase its profits while reducing tax payable in the U.K. and the arrangements would not have been made if they were not expected to reduce tax in some jurisdiction.
|
•
|
we may not be able to secure additional funds for working capital, capital expenditures, debt service requirements or general corporate purposes;
|
•
|
we may need to use a portion of our projected future cash flow from operations to pay principal and interest on our indebtedness, which may reduce the amount of funds available to us for other purposes;
|
•
|
we may be more financially leveraged than some of our competitors, which may put us at a competitive disadvantage; and
|
•
|
we may not be able to adjust rapidly to changing market conditions, which may make us more vulnerable to a downturn in general economic conditions or our business.
|
•
|
incur additional debt;
|
•
|
make certain investments;
|
•
|
enter into certain types of transactions with affiliates;
|
•
|
sell certain assets or merge with or into other companies;
|
•
|
use assets as security in other transactions; and
|
•
|
enter into sale and leaseback transactions.
|
•
|
our credit ratings with major credit rating agencies;
|
•
|
the prevailing interest rates being paid by, or the market price for the Notes issued by, other comparable companies or companies in similar industries to us;
|
•
|
our financial condition, financial performance and future prospects; the overall condition of the financial markets; and the market, if any, for the Notes.
|
•
|
you must not be a broker-dealer that acquired the Initial Notes from us or in market-making transactions or other trading activities;
|
•
|
you must acquire the Notes in the ordinary course of your business;
|
•
|
you must have no arrangements or understandings with any person to participate in the distribution of the Notes within the meaning of the Securities Act; and
|
•
|
you must not be an affiliate of ours, as defined in Rule 405 under the Securities Act.
|
•
|
you cannot rely on the position of the SEC set forth in the no-action letters referred to above; and
|
•
|
you must comply with the registration and Prospectus delivery requirements of the Securities Act in connection with a resale of the Notes.
|
•
|
the aggregate principal amount of Initial Notes which have been tendered by the participant;
|
•
|
that such participant has received an appropriate letter of transmittal and agrees to be bound by the terms of the letter of transmittal and the terms of the Exchange Offer; and
|
•
|
that we may enforce such agreement against the participant.
|
•
|
The person named in the letter of transmittal as tendering Initial Notes you are withdrawing;
|
•
|
The certificate numbers of Initial Notes you are withdrawing;
|
•
|
The principal amount of Initial Notes you are withdrawing;
|
•
|
A statement that you are withdrawing your election to have us exchange such Initial Notes; and
|
•
|
The name of the registered holder of such Initial Notes, which may be a person or entity other than you, such as your broker-dealer.
|
•
|
Any court or governmental agency brings a legal action seeking to prohibit the Exchange Offers or assessing or seeking any damages as a result of the Exchange Offers, or resulting in a material delay in our ability to accept any of the Initial Notes for Exchange Offers; or
|
•
|
Any government or governmental authority, domestic or foreign, brings or threatens any law or legal action that in our sole judgment, might directly or indirectly result in any of the consequences referred to above; or, if in our sole judgment, such activity might result in the holders of Notes having obligations with respect to resales and transfers of Notes that are greater than those we described above in the interpretations of the staff of the SEC or would otherwise make it inadvisable to proceed with the Exchange Offers; or
|
•
|
A material adverse change has occurred in our business, condition (financial or otherwise), operations or prospects.
|
By Facsimile Transmission
:
(For Eligible Institutions Only)
(732) 667-9409
Attn: Corporate Trust Operations Reorganization Unit
Confirm by Telephone:
(315) 414-3360
|
By Overnight Delivery or Mail
:
The Bank of New York Mellon Trust Company, N.A.
Corporate Trust Operations
Reorganization Unit
111 Sanders Creek Parkway
East Syracuse, New York 13057
|
•
|
the Interim Consolidated Financial Statements for the three months ended March 31, 2015 and 2014, included elsewhere in this Prospectus; and
|
•
|
the Consolidated Financial Statements for the years ended December 31, 2014, 2013 and 2012, included elsewhere in this Prospectus.
|
|
For the three months ended March 31,
|
||||
|
2015
|
|
2014
|
||
|
(€ million)
|
||||
Net revenues
|
26,396
|
|
|
22,125
|
|
EBIT
|
792
|
|
|
270
|
|
Profit/(loss) before taxes
|
186
|
|
|
(223
|
)
|
Profit/(loss) from continuing operations
|
92
|
|
|
(173
|
)
|
Net profit/(loss)
|
92
|
|
|
(173
|
)
|
Attributable to:
|
|
|
|
||
Owners of the parent
|
78
|
|
|
(189
|
)
|
Non-controlling interest
|
14
|
|
|
16
|
|
Other Statistical Information (unaudited):
|
|
|
|
||
Shipments (in thousands of units)
|
1,095
|
|
|
1,113
|
|
Number of employees at period end
|
233,692
|
|
|
230,454
|
|
EBITDA
(1)
|
2,189
|
|
|
1,438
|
|
Adjusted EBIT
(2)
|
800
|
|
|
655
|
|
|
For the three months ended March 31,
|
||||
|
2015
|
|
2014
|
||
|
(€ million)
|
||||
EBIT
|
792
|
|
|
270
|
|
Plus:
|
|
|
|
||
Amortization and Depreciation
|
1,397
|
|
|
1,168
|
|
EBITDA
|
2,189
|
|
|
1,438
|
|
|
At March 31, 2015
|
|
At December 31, 2014
|
||
|
(€ million)
|
||||
Cash and cash equivalents
|
21,669
|
|
|
22,840
|
|
Total assets
|
106,978
|
|
|
100,510
|
|
Debt
|
33,366
|
|
|
33,724
|
|
Total equity
|
15,235
|
|
|
13,738
|
|
Equity attributable to owners of the parent
|
14,893
|
|
|
13,425
|
|
Non-controlling interests
|
342
|
|
|
313
|
|
Share capital
|
17
|
|
|
17
|
|
|
For the years ended December 31,
|
|||||||||||||
|
2014
|
|
2013
|
|
2012
|
|
2011
(1)
|
|
2010
(2)
|
|||||
|
(€ million)
|
|||||||||||||
Net revenues
|
96,090
|
|
|
86,624
|
|
|
83,765
|
|
|
59,559
|
|
|
35,880
|
|
EBIT
|
3,223
|
|
|
3,002
|
|
|
3,434
|
|
|
3,291
|
|
|
1,106
|
|
Profit before taxes
|
1,176
|
|
|
1,015
|
|
|
1,524
|
|
|
1,932
|
|
|
706
|
|
Profit from continuing operations
|
632
|
|
|
1,951
|
|
|
896
|
|
|
1,398
|
|
|
222
|
|
Net profit
|
632
|
|
|
1,951
|
|
|
896
|
|
|
1,398
|
|
|
600
|
|
Attributable to:
|
|
|
|
|
|
|
|
|
|
|||||
Owners of the parent
|
568
|
|
|
904
|
|
|
44
|
|
|
1,199
|
|
|
520
|
|
Non-controlling interest
|
64
|
|
|
1,047
|
|
|
852
|
|
|
199
|
|
|
80
|
|
Other Statistical Information (unaudited):
|
|
|
|
|
|
|
|
|
|
|||||
Shipments (in thousands of units)
|
4,608
|
|
|
4,352
|
|
|
4,223
|
|
|
3,175
|
|
|
2,094
|
|
Number of employees at period end
|
232,165
|
|
|
229,053
|
|
|
218,311
|
|
|
197,021
|
|
|
137,801
|
|
EBITDA
(3)
|
8,120
|
|
|
7,637
|
|
|
7,635
|
|
|
6,649
|
|
|
3,292
|
|
|
For the Years Ended December 31,
|
|||||||||||||
|
2014
|
|
2013
|
|
2012
|
|
2011
|
|
2010
|
|||||
|
(€ million)
|
|||||||||||||
EBIT
|
3,223
|
|
|
3,002
|
|
|
3,434
|
|
|
3,291
|
|
|
1,106
|
|
Plus:
|
|
|
|
|
|
|
|
|
|
|||||
Amortization and Depreciation
|
4,897
|
|
|
4,635
|
|
|
4,201
|
|
|
3,358
|
|
|
2,186
|
|
EBITDA
|
8,120
|
|
|
7,637
|
|
|
7,635
|
|
|
6,649
|
|
|
3,292
|
|
|
Three months ended March 31,
2015
|
|
For the years ended December 31,
|
||||||||
|
|
2014
|
|
2013
|
|
2012
|
|
2011
|
|
2010
|
|
Ratio of Earnings to Fixed Charges
|
1.39x
|
|
1.54x
|
|
1.58x
|
|
1.99x
|
|
2.65x
|
|
1.80x
|
|
At December 31,
|
|||||||||||||
|
2014
|
|
2013
|
|
2012
|
|
2011
(1)(2)
|
|
2010
|
|||||
|
(€ million)
|
|||||||||||||
Cash and cash equivalents
|
22,840
|
|
|
19,455
|
|
|
17,666
|
|
|
17,526
|
|
|
11,967
|
|
Total assets
|
100,510
|
|
|
87,214
|
|
|
82,633
|
|
|
80,379
|
|
|
73,442
(2)
|
|
Debt
|
33,724
|
|
|
30,283
|
|
|
28,303
|
|
|
27,093
|
|
|
20,804
|
|
Total equity
|
13,738
|
|
|
12,584
|
|
|
8,369
|
|
|
9,711
|
|
|
12,461
(2)
|
|
Equity attributable to owners of the parent
|
13,425
|
|
|
8,326
|
|
|
6,187
|
|
|
7,358
|
|
|
11,544
(2)
|
|
Non-controlling interest
|
313
|
|
|
4,258
|
|
|
2,182
|
|
|
2,353
|
|
|
917
(2)
|
|
Share capital
|
17
|
|
|
4,477
|
|
|
4,476
|
|
|
4,466
|
|
|
6,377
|
|
|
|
|
Unaudited Pro forma adjustments
|
|
|
|||
|
|
|
|
|
|
|||
(€ million)
|
FCA
Historical |
|
Separation
|
|
Unaudited Pro Forma
year ended December 31, 2012 |
|||
|
(A)
|
|
(B)
|
|
|
|||
|
|
|
|
|
|
|||
Net revenues
|
83,765
|
|
|
(2,100
|
)
|
|
81,665
|
|
Cost of sales
|
71,473
|
|
|
(1,460
|
)
|
|
70,013
|
|
Selling, general and administrative costs
|
6,775
|
|
|
(129
|
)
|
|
6,646
|
|
Research and development costs
|
1,858
|
|
|
(163
|
)
|
|
1,695
|
|
Other (expenses)/income
|
(68
|
)
|
|
13
|
|
|
(55
|
)
|
Result from investments
|
87
|
|
|
—
|
|
|
87
|
|
Gains and (losses) on the disposal of investments
|
(91
|
)
|
|
—
|
|
|
(91
|
)
|
Restructuring costs
|
15
|
|
|
—
|
|
|
15
|
|
Other unusual expenses
|
(138
|
)
|
|
—
|
|
|
(138
|
)
|
EBIT
|
3,434
|
|
|
(335
|
)
|
|
3,099
|
|
Net financial (expenses)/income
|
(1,910
|
)
|
|
1
|
|
|
(1,909
|
)
|
Profit before taxes
|
1,524
|
|
|
(334
|
)
|
|
1,190
|
|
Tax expense
|
628
|
|
|
(101
|
)
|
|
527
|
|
Profit from continuing operations
|
896
|
|
|
(233
|
)
|
|
663
|
|
Net profit
|
896
|
|
|
(233
|
)
|
|
663
|
|
|
|
|
|
|
|
|||
Net profit/(loss) attributable to:
|
|
|
|
|
|
|
|
|
Owners of the parent
|
44
|
|
|
(202
|
)
|
|
(158
|
)
|
Non-controlling interests
|
852
|
|
|
(31
|
)
|
|
821
|
|
|
|
|
|
|
|
|||
Basic earnings/(losses) per ordinary share (in €)
|
0.036
|
|
|
|
|
(0.130
|
)
|
|
Diluted earnings/(losses) per ordinary share (in €)
|
0.036
|
|
|
|
|
(0.130
|
)
|
|
|
|
|
|
|
|
|||
Weighted average number of shares outstanding
|
1,215,828
|
|
|
|
|
1,215,828
|
|
|
Weighted average number of shares for diluted earnings per share
|
1,225,868
|
|
|
|
|
1,225,868
|
|
|
|
|
Unaudited Pro Forma adjustments
|
|
|
|||
|
|
|
|
|
|
|||
(€ million)
|
FCA
Historical |
|
Separation
|
|
Unaudited
Pro Forma year ended December 31, 2013 |
|||
|
(A)
|
|
(B)
|
|
|
|||
|
|
|
|
|
|
|||
Net revenues
|
86,624
|
|
|
(2,094
|
)
|
|
84,530
|
|
Cost of sales
|
74,326
|
|
|
(1,401
|
)
|
|
72,925
|
|
Selling, general and administrative costs
|
6,702
|
|
|
(140
|
)
|
|
6,562
|
|
Research and development costs
|
2,236
|
|
|
(187
|
)
|
|
2,049
|
|
Other income/(expense)
|
77
|
|
|
2
|
|
|
79
|
|
Result from investments
|
84
|
|
|
—
|
|
|
84
|
|
Gains and (losses) on the disposal of investments
|
8
|
|
|
—
|
|
|
8
|
|
Restructuring costs
|
28
|
|
|
—
|
|
|
28
|
|
Other unusual expenses
|
(499
|
)
|
|
—
|
|
|
(499
|
)
|
EBIT
|
3,002
|
|
|
(364
|
)
|
|
2,638
|
|
Net financial expenses
|
(1,987
|
)
|
|
(2
|
)
|
|
(1,989
|
)
|
Profit before taxes
|
1,015
|
|
|
(366
|
)
|
|
649
|
|
Tax (income)/expense
|
(936
|
)
|
|
(120
|
)
|
|
(1,056
|
)
|
Profit from continuing operations
|
1,951
|
|
|
(246
|
)
|
|
1,705
|
|
Net profit
|
1,951
|
|
|
(246
|
)
|
|
1,705
|
|
|
|
|
|
|
|
|||
Net profit attributable to:
|
|
|
|
|
|
|
|
|
Owners of the parent
|
904
|
|
|
(217
|
)
|
|
687
|
|
Non-controlling interests
|
1,047
|
|
|
(29
|
)
|
|
1,018
|
|
|
|
|
|
|
|
|||
Basic earnings per ordinary share (in €)
|
0.744
|
|
|
|
|
0.565
|
|
|
Diluted earnings per ordinary share (in €)
|
0.736
|
|
|
|
|
0.559
|
|
|
|
|
|
|
|
|
|||
Weighted average number of shares outstanding
|
1,215,921
|
|
|
|
|
1,215,921
|
|
|
Weighted average number of shares for diluted earnings per share
|
1,228,926
|
|
|
|
|
1,228,926
|
|
|
|
|
Unaudited Pro Forma adjustments
|
|
|
|||
|
|
|
|
|
|
|||
(€ million)
|
FCA
Historical |
|
Separation
|
|
Unaudited
Pro Forma for the year ended December 31, 2014 |
|||
|
(A)
|
|
(B)
|
|
|
|||
|
|
|
|
|
|
|||
Net revenues
|
96,090
|
|
|
(2,449
|
)
|
|
93,641
|
|
Cost of sales
|
83,146
|
|
|
(1,640
|
)
|
|
81,506
|
|
Selling, general and administrative costs
|
7,084
|
|
|
(162
|
)
|
|
6,922
|
|
Research and development costs
|
2,537
|
|
|
(203
|
)
|
|
2,334
|
|
Other income/(expense)
|
197
|
|
|
40
|
|
|
237
|
|
Result from investments
|
131
|
|
|
—
|
|
|
131
|
|
Gains and (losses) on the disposal of investments
|
12
|
|
|
—
|
|
|
12
|
|
Restructuring costs
|
50
|
|
|
—
|
|
|
50
|
|
Other unusual expenses
|
(390
|
)
|
|
15
|
|
|
(375
|
)
|
EBIT
|
3,223
|
|
|
(389
|
)
|
|
2,834
|
|
Net financial expenses
|
(2,047
|
)
|
|
(3
|
)
|
|
(2,050
|
)
|
Profit before taxes
|
1,176
|
|
|
(392
|
)
|
|
784
|
|
Tax expense
|
544
|
|
|
(119
|
)
|
|
425
|
|
Profit from continuing operations
|
632
|
|
|
(273
|
)
|
|
359
|
|
Net profit
|
632
|
|
|
(273
|
)
|
|
359
|
|
|
|
|
|
|
|
|||
Net profit attributable to:
|
|
|
|
|
|
|||
Owners of the parent
|
568
|
|
|
(241
|
)
|
|
327
|
|
Non-controlling interests
|
64
|
|
|
(32
|
)
|
|
32
|
|
|
|
|
|
|
|
|||
Basic earnings per ordinary share (in €)
|
0.465
|
|
|
|
|
0.268
|
|
|
Diluted earnings per ordinary share (in €)
|
0.460
|
|
|
|
|
0.265
|
|
|
|
|
|
|
|
|
|||
Weighted average number of shares outstanding
|
1,222,346
|
|
|
|
|
1,222,346
|
|
|
Weighted average number of shares for diluted earnings per share
|
1,234,097
|
|
|
|
|
1,234,097
|
|
|
|
|
Unaudited Pro Forma adjustments
|
|
|
|||
|
|
|
|
|
|
|||
(€ million)
|
FCA
Historical |
|
Separation
|
|
Unaudited
Pro Forma for the three months ended March 31, 2015 |
|||
|
(C)
|
|
(B)
|
|
|
|||
|
|
|
|
|
|
|||
Net revenues
|
26,396
|
|
|
(552
|
)
|
|
25,844
|
|
Cost of sales
|
22,979
|
|
|
(377
|
)
|
|
22,602
|
|
Selling, general and administrative costs
|
1,986
|
|
|
(37
|
)
|
|
1,949
|
|
Research and development costs
|
727
|
|
|
(42
|
)
|
|
685
|
|
Result from investments
|
50
|
|
|
—
|
|
|
50
|
|
Restructuring costs
|
4
|
|
|
—
|
|
|
4
|
|
Other income/(expenses)
|
42
|
|
|
—
|
|
|
42
|
|
EBIT
|
792
|
|
|
(96
|
)
|
|
696
|
|
Net financial expenses
|
606
|
|
|
(2
|
)
|
|
608
|
|
Profit before taxes
|
186
|
|
|
(98
|
)
|
|
88
|
|
Tax expense
|
94
|
|
|
(33
|
)
|
|
61
|
|
Profit from continuing operations
|
92
|
|
|
(65
|
)
|
|
27
|
|
Net profit
|
92
|
|
|
(65
|
)
|
|
27
|
|
|
|
|
|
|
|
|||
Net profit attributable to:
|
|
|
|
|
|
|||
Owners of the parent
|
78
|
|
|
(58
|
)
|
|
20
|
|
Non-controlling interests
|
14
|
|
|
(7
|
)
|
|
7
|
|
|
|
|
|
|
|
|||
Basic earnings per ordinary share (in €)
|
0.052
|
|
|
|
|
0.013
|
|
|
Diluted earnings per ordinary share (in €)
|
0.052
|
|
|
|
|
0.013
|
|
|
|
|
|
|
|
|
|||
Weighted average number of shares outstanding
|
1,508,310
|
|
|
|
|
1,508,310
|
|
|
Weighted average number of shares for diluted earnings per share
|
1,508,310
|
|
|
|
|
1,508,310
|
|
|
|
|
Unaudited Pro Forma adjustments
|
|
|
||||||
(€ million)
|
FCA
Historical (Unaudited) |
|
Separation
|
|
Transfers of Cash
|
|
Unaudited
Pro Forma at March 31, 2015 |
||||
Assets
|
(A)
|
|
(B)
|
|
(C)
|
|
|
||||
Intangible assets
|
25,321
|
|
|
(1,052
|
)
|
|
—
|
|
|
24,269
|
|
Property, plant and equipment
|
28,184
|
|
|
(629
|
)
|
|
—
|
|
|
27,555
|
|
Investments and other financial assets
|
2,089
|
|
|
(12
|
)
|
|
—
|
|
|
2,077
|
|
Deferred tax assets
|
3,594
|
|
|
(168
|
)
|
|
—
|
|
|
3,426
|
|
Other assets
|
130
|
|
|
—
|
|
|
—
|
|
|
130
|
|
Total Non-current assets
|
59,318
|
|
|
(1,861
|
)
|
|
—
|
|
|
57,457
|
|
Inventories
|
12,624
|
|
|
(372
|
)
|
|
—
|
|
|
12,252
|
|
Assets sold with a buy-back commitment
|
2,250
|
|
|
—
|
|
|
—
|
|
|
2,250
|
|
Trade receivables
|
2,949
|
|
|
(110
|
)
|
|
—
|
|
|
2,839
|
|
Receivables from financing activities
|
3,545
|
|
|
(1,177
|
)
|
|
—
|
|
|
2,368
|
|
Current tax receivables
|
277
|
|
|
130
|
|
|
—
|
|
|
407
|
|
Other current assets
|
2,802
|
|
|
(33
|
)
|
|
—
|
|
|
2,769
|
|
Current financial assets
|
1,538
|
|
|
—
|
|
|
—
|
|
|
1,538
|
|
Cash and cash equivalents
|
21,669
|
|
|
(566
|
)
|
|
2,250
|
|
|
23,353
|
|
Total Current assets
|
47,654
|
|
|
(2,128
|
)
|
|
2,250
|
|
|
47,776
|
|
Assets held for sale
|
6
|
|
|
—
|
|
|
—
|
|
|
6
|
|
Total Assets
|
106,978
|
|
|
(3,989
|
)
|
|
2,250
|
|
|
105,239
|
|
Equity and liabilities
|
|
|
|
|
|
|
|
||||
Equity:
|
15,235
|
|
|
(2,467
|
)
|
|
2,250
|
|
|
15,018
|
|
Equity attributable to owners of the parent
|
14,893
|
|
|
(2,287
|
)
|
|
2,250
|
|
|
14,856
|
|
Non-controlling interest
|
342
|
|
|
(180
|
)
|
|
—
|
|
|
162
|
|
Provisions
|
22,550
|
|
|
(208
|
)
|
|
—
|
|
|
22,342
|
|
Deferred tax liabilities
|
104
|
|
|
(16
|
)
|
|
—
|
|
|
88
|
|
Debt
|
33,366
|
|
|
(162
|
)
|
|
—
|
|
|
33,204
|
|
Other financial liabilities
|
1,300
|
|
|
—
|
|
|
—
|
|
|
1,300
|
|
Other current liabilities
|
11,985
|
|
|
(636
|
)
|
|
—
|
|
|
11,349
|
|
Current tax payables
|
250
|
|
|
(14
|
)
|
|
—
|
|
|
236
|
|
Trade payables
|
22,188
|
|
|
(486
|
)
|
|
—
|
|
|
21,702
|
|
Total Equity and liabilities
|
106,978
|
|
|
(3,989
|
)
|
|
2,250
|
|
|
105,239
|
|
Period
|
|
Low
|
|
High
|
|
Average
|
|
Period End
|
Year ended December 31, 2010
|
|
1.1959
|
|
1.4536
|
|
1.3262
|
|
1.3269
|
Year ended December 31, 2011
|
|
1.2926
|
|
1.4875
|
|
1.3931
|
|
1.2973
|
Year ended December 31, 2012
|
|
1.2062
|
|
1.3463
|
|
1.2859
|
|
1.3186
|
Year ended December 31, 2013
|
|
1.2774
|
|
1.3816
|
|
1.3281
|
|
1.3779
|
Year ended December 31, 2014
|
|
1.2101
|
|
1.3927
|
|
1.3210
|
|
1.2101
|
Period
|
|
Low
|
|
High
|
November 2014
|
|
1.2394
|
|
1.2554
|
December 2014
|
|
1.2101
|
|
1.2504
|
January 2015
|
|
1.1279
|
|
1.2015
|
February 2015
|
|
1.1197
|
|
1.1462
|
March 2015
|
|
1.0524
|
|
1.1212
|
April 2015
|
|
1.0582
|
|
1.1174
|
May 2015 (through May 15, 2015)
|
|
1.1142
|
|
1.1428
|
•
|
Premium and Luxury Brand Strategy.
We intend to continue to execute on our premium and luxury brand strategy by developing the Alfa Romeo and Maserati brands to service global markets. We believe these efforts will help us address the issue of industry overcapacity in the European market, as well as our own excess production capacity in the EMEA region, by leveraging the strong heritage and historical roots of these brands to grow the reach of these brands in all of the regions in which we operate.
|
•
|
Building Brand Equity
. As part of our Business Plan, we intend to further develop our brands to expand sales in markets throughout the world with particular focus on our Jeep and Alfa Romeo brands, which we believe have global appeal and are best positioned to increase volumes and profits substantially in the regions in which we operate.
|
•
|
Global Growth
. As part of our Business Plan, we intend to expand vehicle sales in key markets throughout the world. In order to achieve this objective, we intend to continue our efforts to localize production of Fiat brand vehicles through our joint ventures in China and India, while increasing sales of Jeep vehicles in LATAM and APAC by localizing production through our new facility in Brazil and the extension of the joint venture agreement in China. Local production will enable us to expand the product portfolio we can offer in these important markets and importantly position our vehicles to better address the local market demand by offering vehicles that are competitively priced within the largest segments of these markets without the cost of transportation and import duties. We also intend to increase our vehicle sales in NAFTA, continuing to build market share in the U.S. by offering more competitive products under our distinctive brands as well as offering new products in segments we do not currently compete in. Further, we intend to leverage manufacturing capacity in EMEA to support growth in all regions in which we operate by producing vehicles for export from EMEA, including Jeep brand vehicles.
|
•
|
Continue convergence of platforms
. We intend to continue to rationalize our vehicle architectures and standardize components, where practicable, to more efficiently deliver the range of products we believe necessary to increase sales volumes and profitability in each of the regions in which we operate. We seek to optimize the number of global vehicle architectures based on the range of flexibility of each architecture while ensuring that the products at each end of the range are not negatively impacted, taking into account unique brand attributes and market requirements. We believe that continued architectural convergence within these guidelines will facilitate speed to market, quality improvement and manufacturing flexibility allowing us to maximize product functionality and differentiation and to meet diversified market and customer needs. Over the course of the period covered by our Business Plan, we intend to reduce the number of architectures in our mass market brands by approximately 25 percent.
|
•
|
Continue focus on cost efficiencies
. An important part of our Business Plan is our continued commitment to maintain cost efficiencies necessary to compete as a global automaker in the regions we operate. We intend to continue to leverage our increased combined annual purchasing power to drive savings. Further, our efforts on powertrain and engine research are intended to achieve the greatest cost-to-environmental impact return, with a focus on new global engine families and an increase in use of the 8 and 9-speed transmissions to drive increased efficiency and performance and refinement. We also plan to continue our efforts to extend WCM principles into all of our production facilities and benchmark our efforts across all facilities around the world, which is supported by FCA US’s January 2014 legally binding memorandum of understanding, or MOU, with the UAW. We believe that the continued extension of our WCM principles will lead to further meaningful progress to eliminate waste of all types in the manufacturing process, which will improve worker efficiency, productivity, safety and vehicle quality. Finally, we intend to drive growth in our components and production systems businesses by designing and producing innovative systems and components for the automotive sector and innovative automation products, each of which will help us focus on cost efficiencies in the manufacturing of our vehicles.
|
•
|
Continue to enhance our margins and strengthen our capital structure.
Through the product and manufacturing initiatives described above, we also expect to improve our profitability. We believe our product development and repositioning of our vehicle offerings, along with increasing the number of vehicles manufactured on standardized global platforms will provide an opportunity for us to improve our margins. We are also committed to improving our capital position so we are able to continue to invest in our business throughout economic cycles. We believe we are taking material steps toward achieving investment grade metrics and that we have substantial liquidity to undertake our operations and implement our Business Plan. The proposed capital raising actions, along with our anticipated refinancing of certain FCA US debt, which will give us the ability to more fully manage our cash resources globally, will allow us to further improve our liquidity and optimize our capital structure. Furthermore, we intend to reduce our outstanding indebtedness, which will provide us with greater financial flexibility and enhance earnings and cash flow through reducing our interest burden. Our goal is to achieve a positive net industrial cash balance by the completion of our Business Plan. In light of this, and to further strengthen and support the Group’s capital structure, we completed significant capital transactions in December 2014 and we have announced our intent to and have announced our intent to execute certain transactions in connection with our plan to separate Ferrari from FCA. We believe that these improvements in our capital position will enable us to reduce substantially the liquidity we need to maintain to operate our businesses, including through any reasonably likely cyclical downturns.
|
•
|
Discount rates
. The Group selects discount rates on the basis of the rate of return on high-quality (AA-rated) fixed income investments for which the timing and amounts of payments match the timing and amounts of the projected pension payments.
|
•
|
Salary growth.
The salary growth assumption reflects the Group’s long-term actual experience, outlook and assumed inflation.
|
•
|
Inflation.
The inflation assumption is based on an evaluation of external market indicators.
|
•
|
Expected contributions.
The expected amount and timing of contributions is based on an assessment of minimum funding requirements. From time to time contributions are made beyond those that are legally required.
|
•
|
Retirement rates.
Retirement rates are developed to reflect actual and projected plan experience.
|
•
|
Mortality rates
.
Mortality
rates are developed using our plan-specific populations, recent mortality information published by recognized experts in this field and other data where appropriate to reflect actual and projected plan experience.
|
•
|
Plan assets measured at net asset value
. Plan assets are recognized and measured at fair value in accordance with IFRS 13–
Fair Value Measurement
. Plan assets for which the fair value is represented by the net asset value , or NAV, since there are no active markets for these assets amounted to €2,750 million and €2,780 million at December 31, 2014 and at 2013, respectively. These investments include private equity, real estate and hedge fund investments.
|
|
Effect on pension
defined benefit obligation |
|
|
( € million)
|
|
10 basis point decrease in discount rate
|
317
|
|
10 basis point increase in discount rate
|
(312
|
)
|
•
|
Discount rates
. The Group selects discount rates on the basis of the rate of return on high-quality (AA-rated) fixed income investments for which the timing and amounts of payments match the timing and amounts of the projected benefit payments.
|
•
|
Health care cost trends
. The Group’s health care cost trend assumptions are developed based on historical cost data, the near-term outlook, and an assessment of likely long-term trends.
|
•
|
Salary growth
. The salary growth assumptions reflect the Group’s long-term actual experience, outlook and assumed inflation.
|
•
|
Retirement and employee leaving rates
. Retirement and employee leaving rates are developed to reflect actual and projected plan experience, as well as the legal requirements for retirement in Italy.
|
•
|
Mortality rates
. Mortality rates are developed using our plan-specific populations, recent mortality information published by recognized experts in this field and other data where appropriate to reflect actual and projected plan experience.
|
|
Effect on health
care and life insurance defined benefit obligation |
|
Effect on the TFR
obligation |
||
|
(€ million)
|
||||
10 basis point / (100 basis point for TFR) decrease in discount rate
|
28
|
|
|
55
|
|
10 basis point / (100 basis point for TFR), increase in discount rate
|
(28
|
)
|
|
(49
|
)
|
|
|
|
|
||
100 basis point decrease in health care cost trend rate
|
(43
|
)
|
|
—
|
|
100 basis point increase in health care cost trend rate
|
50
|
|
|
—
|
|
•
|
the reference scenario was based on the 2014-2018 business plan presented in May 2014 and the consistent projections for 2019;
|
•
|
the expected future cash flows, represented by the projected EBIT before result from investments, gains on the disposal of investments, restructuring costs, other unusual income/(expenses), depreciation and amortization and reduced by expected capital expenditure, include a normalized future result beyond the time period explicitly considered used to estimate the Terminal Value. This normalized future result was assumed substantially in line with 2017-2019 amounts. The long-term growth rate was set at zero;
|
•
|
the expected future cash flows have been discounted using a pre-tax Weighted Average Cost of Capital, or WACC, of 10.3 percent. This WACC reflects the current market assessment of the time value of money for the period being considered and the risks specific to the EMEA region. The WACC was calculated by referring among other factors to the yield curve of 10 year European government bonds and to FCA’s cost of debt.
|
a)
|
WACC was increased by 1.0 percent for 2018, 2.0 percent for 2019 and 3.0 percent for Terminal Value;
|
b)
|
Cash-flows were reduced by estimating the impact of a 1.7 percent decrease in the European car market demand for 2015, a 7.5 percent decrease for 2016 and a 10.0 percent decrease for 2017-2019 as compared to the base assumptions.
|
|
March 31, 2015
|
|
December 31, 2014
|
|
December 31, 2013
|
|||||||||||||||||||||
|
Industrial
Activities |
|
Financial
Services |
|
Consolidated
|
|
Industrial
Activities |
|
Financial
Services |
|
Consolidated
|
|
Industrial
Activities |
|
Financial
Services |
|
Consolidated
|
|||||||||
|
(€ million)
|
|||||||||||||||||||||||||
Debt with third parties
|
(31,725
|
)
|
|
(1,641
|
)
|
|
(33,366
|
)
|
|
(31,743
|
)
|
|
(1,981
|
)
|
|
(33,724
|
)
|
|
(28,250
|
)
|
|
(2,033
|
)
|
|
(30,283
|
)
|
Net intercompany financial receivables/payables and current financial receivables from jointly-controlled financial services companies
|
1,631
|
|
|
(1,577
|
)
|
|
54
|
|
|
1,511
|
|
|
(1,453
|
)
|
|
58
|
|
|
1,363
|
|
|
(1,336
|
)
|
|
27
|
|
Other financial assets/(liabilities) (net)
|
(30
|
)
|
|
(1
|
)
|
|
(31
|
)
|
|
(229
|
)
|
|
(4
|
)
|
|
(233
|
)
|
|
399
|
|
|
(3
|
)
|
|
396
|
|
Current securities
|
198
|
|
|
28
|
|
|
226
|
|
|
180
|
|
|
30
|
|
|
210
|
|
|
219
|
|
|
28
|
|
|
247
|
|
Cash and cash equivalents
|
21,319
|
|
|
350
|
|
|
21,669
|
|
|
22,627
|
|
|
213
|
|
|
22,840
|
|
|
19,255
|
|
|
200
|
|
|
19,455
|
|
Net Debt
|
(8,607
|
)
|
|
(2,841
|
)
|
|
(11,448
|
)
|
|
(7,654
|
)
|
|
(3,195
|
)
|
|
(10,849
|
)
|
|
(7,014
|
)
|
|
(3,144
|
)
|
|
(10,158
|
)
|
|
For the three months ended March 31,
|
|
For the Years Ended December 31,
|
|||||||||||
|
2015
|
|
2014
|
|
2014
|
|
2013
|
|
2012
|
|||||
|
(€ million)
|
|||||||||||||
EBIT
|
792
|
|
|
270
|
|
|
3,223
|
|
|
3,002
|
|
|
3,434
|
|
Plus:
|
|
|
|
|
|
|
|
|
|
|||||
Amortization and Depreciation
|
1,397
|
|
|
1,168
|
|
|
4,897
|
|
|
4,635
|
|
|
4,201
|
|
EBITDA
|
2,189
|
|
|
1,438
|
|
|
8,120
|
|
|
7,637
|
|
|
7,635
|
|
(In thousands of units)
|
Shipments
|
|||||||||||||
|
For the Three Months Ended March 31,
|
|
For the Years Ended December 31,
|
|||||||||||
|
2015
|
|
2014
|
|
2014
|
|
2013
|
|
2012
|
|||||
NAFTA
|
633
|
|
|
585
|
|
|
2,493
|
|
|
2,238
|
|
|
2,115
|
|
LATAM
|
135
|
|
|
205
|
|
|
827
|
|
|
950
|
|
|
979
|
|
APAC
|
47
|
|
|
54
|
|
|
220
|
|
|
163
|
|
|
103
|
|
EMEA
|
271
|
|
|
259
|
|
|
1,024
|
|
|
979
|
|
|
1,012
|
|
Ferrari
|
2
|
|
|
2
|
|
|
7
|
|
|
7
|
|
|
7
|
|
Maserati
|
7
|
|
|
8
|
|
|
36
|
|
|
15
|
|
|
6
|
|
Total
|
1,095
|
|
|
1,113
|
|
|
4,608
|
|
|
4,352
|
|
|
4,223
|
|
|
|
For the three months ended March 31,
|
||||
(€ million)
|
|
2015
|
|
2014
|
||
Net revenues
|
|
26,396
|
|
|
22,125
|
|
Cost of sales
|
|
22,979
|
|
|
19,331
|
|
Selling, general and administrative costs
|
|
1,986
|
|
|
1,680
|
|
Research and development costs
|
|
727
|
|
|
626
|
|
Result from investments
|
|
50
|
|
|
33
|
|
Gains on the disposal of investments
|
|
—
|
|
|
8
|
|
Restructuring costs
|
|
4
|
|
|
10
|
|
Other income/(expenses)
|
|
42
|
|
|
(249
|
)
|
EBIT
|
|
792
|
|
|
270
|
|
Net financial expenses
|
|
606
|
|
|
493
|
|
Profit/(loss) before taxes
|
|
186
|
|
|
(223
|
)
|
Tax expense/(income)
|
|
94
|
|
|
(50
|
)
|
Net profit/(loss)
|
|
92
|
|
|
(173
|
)
|
Net profit/(loss) attributable to:
|
|
|
|
|
||
Owners of the parent
|
|
78
|
|
|
(189
|
)
|
Non-controlling interests
|
|
14
|
|
|
16
|
|
|
|
For the three months ended March 31,
|
|
Increase/(decrease)
|
|||||
(€ million, except percentages)
|
|
2015
|
|
2014
|
|
2015 vs. 2014
|
|||
Net revenues
|
|
26,396
|
|
22,125
|
|
4,271
|
|
19.3
|
%
|
|
|
For the three months ended March 31,
|
|
Increase/(decrease)
|
|||||||||||
(€ million, except percentages)
|
|
2015
|
|
Percentage
of net
revenues
|
|
2014
|
|
Percentage
of net
revenues
|
|
2015 vs. 2014
|
|||||
Cost of sales
|
|
22,979
|
|
87.1
|
%
|
|
19,331
|
|
87.4
|
%
|
|
3,648
|
|
18.9
|
%
|
|
|
For the three months ended March 31,
|
|
Increase/(decrease)
|
|||||||||||
(€ million, except percentages)
|
|
2015
|
|
Percentage
of net
revenues
|
|
2014
|
|
Percentage
of net
revenues
|
|
2015 vs. 2014
|
|||||
Selling, general and administrative costs
|
|
1,986
|
|
7.5
|
%
|
|
1,680
|
|
7.6
|
%
|
|
306
|
|
18.2
|
%
|
|
|
For the three months ended March 31,
|
|
Increase/(decrease)
|
||||||||||||
(€ million, except percentages)
|
|
2015
|
|
Percentage
of net
revenues
|
|
2014
|
|
Percentage
of net
revenues
|
|
2015 vs. 2014
|
||||||
Research and development costs expensed during the year
|
|
412
|
|
1.6
|
%
|
|
376
|
|
1.7
|
%
|
|
36
|
|
|
9.6
|
%
|
Amortization of capitalized development costs
|
|
314
|
|
1.2
|
%
|
|
245
|
|
1.1
|
%
|
|
69
|
|
|
28.2
|
%
|
Write-down of costs previously capitalized
|
|
1
|
|
n.m.
(1)
|
|
|
5
|
|
n.m.
(1)
|
|
|
(4
|
)
|
|
(80.0
|
)%
|
Research and development costs
|
|
727
|
|
2.8
|
%
|
|
626
|
|
2.8
|
%
|
|
101
|
|
|
16.1
|
%
|
|
|
For the three months ended March 31,
|
|
Increase/(decrease)
|
|||||
(€ million, except percentages)
|
|
2015
|
|
2014
|
|
2015 vs. 2014
|
|||
Result from investments
|
|
50
|
|
33
|
|
17
|
|
51.5
|
%
|
|
|
For the three months ended March 31,
|
|
Increase/(decrease)
|
||||||||
(€ million, except percentages)
|
|
2015
|
|
2014
|
|
2015 vs. 2014
|
||||||
Gains/(losses) on the disposal of investments
|
|
—
|
|
|
8
|
|
|
(8
|
)
|
|
(100.0
|
)%
|
|
|
For the three months ended March 31,
|
|
Increase/(decrease)
|
||||||||
(€ million, except percentages)
|
|
2015
|
|
2014
|
|
2015 vs. 2014
|
||||||
Restructuring costs
|
|
4
|
|
|
10
|
|
|
(6
|
)
|
|
(60.0
|
)%
|
|
|
For the three months ended March 31,
|
|
Increase/(decrease)
|
||||||||
(€ million, except percentages)
|
|
2015
|
|
2014
|
|
2015 vs. 2014
|
||||||
Other income/(expenses)
|
|
42
|
|
|
(249
|
)
|
|
291
|
|
|
116.9
|
%
|
|
|
For the three months ended March 31,
|
|
Increase/(decrease)
|
||||||||
(€ million, except percentages)
|
|
2015
|
|
2014
|
|
2015 vs. 2014
|
||||||
EBIT
|
|
792
|
|
|
270
|
|
|
522
|
|
|
193.3
|
%
|
|
|
For the three months ended March 31,
|
|
Increase/(decrease)
|
|||||
(€ million, except percentages)
|
|
2015
|
|
2014
|
|
2015 vs. 2014
|
|||
Adjusted EBIT
|
|
800
|
|
655
|
|
145
|
|
22.1
|
%
|
|
|
For the three months ended March 31,
|
|
Increase/(decrease)
|
|||||
(€ million, except percentages)
|
|
2015
|
|
2014
|
|
2015 vs. 2014
|
|||
Net financial expenses
|
|
606
|
|
493
|
|
113
|
|
22.9
|
%
|
|
|
For the three months ended March 31,
|
|
Increase/(decrease)
|
|||||
(€ million, except percentages)
|
|
2015
|
|
2014
|
|
2015 vs. 2014
|
|||
Tax expense/(income)
|
|
94
|
|
-50
|
|
144
|
|
288.0
|
%
|
(€ million, except shipments which are in thousands of units)
|
|
Net revenues
|
Adjusted EBIT
|
|
Shipments
|
||||||||||
|
for the three months ended March 31,
|
|
for the three months ended March 31,
|
|
for the three months ended March 31,
|
||||||||||
|
|
2015
|
2014
|
|
2015
|
2014
|
|
2015
|
2014
|
||||||
NAFTA
|
|
16,177
|
|
11,732
|
|
|
601
|
|
380
|
|
|
633
|
|
585
|
|
LATAM
|
|
1,551
|
|
1,965
|
|
|
(65
|
)
|
44
|
|
|
135
|
|
205
|
|
APAC
|
|
1,512
|
|
1,497
|
|
|
65
|
|
135
|
|
|
47
|
|
54
|
|
EMEA
|
|
4,684
|
|
4,341
|
|
|
25
|
|
(72
|
)
|
|
271
|
|
259
|
|
Ferrari
|
|
621
|
|
620
|
|
|
100
|
|
80
|
|
|
2
|
|
2
|
|
Maserati
|
|
523
|
|
649
|
|
|
36
|
|
59
|
|
|
7
|
|
8
|
|
Components
|
|
2,435
|
|
2,081
|
|
|
68
|
|
48
|
|
|
—
|
|
—
|
|
Other activities
|
|
197
|
|
201
|
|
|
(9
|
)
|
(13
|
)
|
|
—
|
|
—
|
|
Unallocated items & adjustments
(1)
|
|
(1,304
|
)
|
(961
|
)
|
|
(21
|
)
|
(6
|
)
|
|
—
|
|
—
|
|
Total
|
|
26,396
|
|
22,125
|
|
|
800
|
|
655
|
|
|
1,095
|
|
1,113
|
|
|
|
For the three months ended March 31,
|
|
Increase/(decrease)
|
||||||||||
(€ million, except percentages and shipments which are in thousands of units)
|
|
2015
|
|
% of
segment
net
revenues
|
|
2014
|
|
% of
segment
net
revenues
|
|
2015 vs. 2014
|
||||
Net revenues
|
|
16,177
|
|
100.0
|
%
|
|
11,732
|
|
100.0
|
%
|
|
4,445
|
37.9
|
%
|
Adjusted EBIT
|
|
601
|
|
3.7
|
%
|
|
380
|
|
3.2
|
%
|
|
221
|
58.2
|
%
|
Shipments
|
|
633
|
|
—
|
|
|
585
|
|
—
|
|
|
48
|
8.2
|
%
|
|
|
For the three months ended March 31,
|
|
Increase/(decrease)
|
||||||||||||||
(€ million, except percentages and shipments which are in thousands of units)
|
|
2015
|
|
% of
segment
net
revenues
|
|
2014
|
|
% of
segment
net
revenues
|
|
2015 vs. 2014
|
||||||||
Net revenues
|
|
1,551
|
|
|
100.0
|
%
|
|
1,965
|
|
|
100.0
|
%
|
|
(414
|
)
|
|
(21.1
|
)%
|
Adjusted EBIT
|
|
(65
|
)
|
|
(4.2
|
)%
|
|
44
|
|
|
2.2
|
%
|
|
(109
|
)
|
|
(247.7
|
)%
|
Shipments
|
|
135
|
|
|
—
|
|
|
205
|
|
|
—
|
|
|
(70
|
)
|
|
(34.1
|
)%
|
|
|
For the three months ended March 31,
|
|
Increase/(decrease)
|
||||||||||||
(€ million, except percentages and shipments which are in thousands of units)
|
|
2015
|
|
% of
segment
net
revenues
|
|
2014
|
|
% of
segment
net
revenues
|
|
2015 vs. 2014
|
||||||
Net revenues
|
|
1,512
|
|
100.0
|
%
|
|
1,497
|
|
100.0
|
%
|
|
15
|
|
|
1.0
|
%
|
Adjusted EBIT
|
|
65
|
|
4.3
|
%
|
|
135
|
|
9.0
|
%
|
|
(70
|
)
|
|
(51.9
|
)%
|
Shipments
|
|
47
|
|
—
|
|
|
54
|
|
—
|
|
|
(7
|
)
|
|
(13.0
|
)%
|
|
|
For the three months ended March 31,
|
|
Increase/(decrease)
|
||||||||||||
(€ million, except percentages and shipments which are in thousands of units)
|
|
2015
|
|
% of
segment
net
revenues
|
|
2014
|
|
% of
segment
net
revenues
|
|
2015 vs. 2014
|
||||||
Net revenues
|
|
4,684
|
|
100.0
|
%
|
|
4,341
|
|
|
100.0
|
|
|
343
|
|
7.9
|
%
|
Adjusted EBIT
|
|
25
|
|
0.5
|
%
|
|
(72
|
)
|
|
(1.7
|
)
|
|
97
|
|
134.7
|
%
|
Shipments
|
|
271
|
|
—
|
|
|
259
|
|
|
—
|
|
|
12
|
|
4.6
|
%
|
|
|
For the three months ended March 31,
|
|
Increase/(decrease)
|
||||||||||||
(€ million, except percentages and shipments which are in units)
|
|
2015
|
|
% of
segment
net
revenues
|
|
2014
|
|
% of
segment
net
revenues
|
|
2015 vs. 2014
|
||||||
Net revenues
|
|
621
|
|
100.0
|
%
|
|
620
|
|
100.0
|
%
|
|
1
|
|
|
0.2
|
%
|
Adjusted EBIT
|
|
100
|
|
16.1
|
%
|
|
80
|
|
12.9
|
%
|
|
20
|
|
|
25.0
|
%
|
Shipments
|
|
1,635
|
|
—
|
|
|
1,732
|
|
—
|
|
|
(97
|
)
|
|
(5.6
|
)%
|
|
|
For the three months ended March 31,
|
|
Increase/(decrease)
|
||||||||||||
(€ million, except percentages and shipments which are in units)
|
|
2015
|
|
% of
segment
net
revenues
|
|
2014
|
|
% of
segment
net
revenues
|
|
2015 vs. 2014
|
||||||
Net revenues
|
|
523
|
|
100.0
|
%
|
|
649
|
|
100.0
|
%
|
|
(126
|
)
|
|
(19.4
|
)%
|
Adjusted EBIT
|
|
36
|
|
6.9
|
%
|
|
59
|
|
9.1
|
%
|
|
(23
|
)
|
|
(39.0
|
)%
|
Shipments
|
|
7,306
|
|
—
|
|
|
8,041
|
|
—
|
|
|
(735
|
)
|
|
(9.1
|
)%
|
|
|
For the three months ended March 31,
|
|
Increase/(decrease)
|
||||||||||||||
(€ million, except percentages)
|
|
2015
|
|
% of
segment
net
revenues
|
|
2014
|
|
% of
segment
net
revenues
|
|
2015 vs. 2014
|
||||||||
Magneti Marelli
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Net revenues
|
|
1,807
|
|
|
|
|
1,574
|
|
|
|
|
233
|
|
|
14.8
|
%
|
||
Adjusted EBIT
|
|
56
|
|
|
|
|
43
|
|
|
|
|
13
|
|
|
30.2
|
%
|
||
Teksid
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Net revenues
|
|
180
|
|
|
|
|
162
|
|
|
|
|
18
|
|
|
11.1
|
%
|
||
Adjusted EBIT
|
|
1
|
|
|
|
|
(4
|
)
|
|
|
|
5
|
|
|
125.0
|
%
|
||
Comau
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Net revenues
|
|
468
|
|
|
|
|
361
|
|
|
|
|
107
|
|
|
29.6
|
%
|
||
Adjusted EBIT
|
|
11
|
|
|
|
|
9
|
|
|
|
|
2
|
|
|
22.2
|
%
|
||
Intrasegment eliminations
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Net revenues
|
|
(20
|
)
|
|
|
|
(16
|
)
|
|
|
|
(4
|
)
|
|
25.0
|
%
|
||
Components
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Net revenues
|
|
2,435
|
|
|
100.0
|
%
|
|
2,081
|
|
|
100.0
|
%
|
|
354
|
|
|
17.0
|
%
|
Adjusted EBIT
|
|
68
|
|
|
2.8
|
%
|
|
48
|
|
|
2.3
|
%
|
|
20
|
|
|
41.7
|
%
|
|
|
For the Years Ended December 31,
|
|||||||
(€ million)
|
|
2014
|
|
2013
|
|
2012
|
|||
Net revenues
|
|
96,090
|
|
|
86,624
|
|
|
83,765
|
|
Cost of sales
|
|
83,146
|
|
|
74,326
|
|
|
71,473
|
|
Selling, general and administrative costs
|
|
7,084
|
|
|
6,702
|
|
|
6,775
|
|
Research and development costs
|
|
2,537
|
|
|
2,236
|
|
|
1,858
|
|
Other income/(expenses)
|
|
197
|
|
|
77
|
|
|
(68
|
)
|
Result from investments
|
|
131
|
|
|
84
|
|
|
87
|
|
Gains/(losses) on the disposal of investments
|
|
12
|
|
|
8
|
|
|
(91
|
)
|
Restructuring costs
|
|
50
|
|
|
28
|
|
|
15
|
|
Other unusual income/(expenses)
|
|
(390
|
)
|
|
(499
|
)
|
|
(138
|
)
|
EBIT
|
|
3,223
|
|
|
3,002
|
|
|
3,434
|
|
Net financial expenses
|
|
(2,047
|
)
|
|
(1,987
|
)
|
|
(1,910
|
)
|
Profit before taxes
|
|
1,176
|
|
|
1,015
|
|
|
1,524
|
|
Tax expense/(income)
|
|
544
|
|
|
(936
|
)
|
|
628
|
|
Net profit
|
|
632
|
|
|
1,951
|
|
|
896
|
|
Net profit attributable to:
|
|
|
|
|
|
|
|||
Owners of the parent
|
|
568
|
|
|
904
|
|
|
44
|
|
Non-controlling interests
|
|
64
|
|
|
1,047
|
|
|
852
|
|
|
|
For the Years Ended December 31,
|
|
Increase/(decrease)
|
|||||||||||||
(€ million, except percentages)
|
|
2014
|
|
2013
|
|
2012
|
|
2014 vs. 2013
|
|
2013 vs. 2012
|
|||||||
Net revenues
|
|
96,090
|
|
|
86,624
|
|
|
83,765
|
|
|
9,466
|
|
10.9%
|
|
2,859
|
|
3.4%
|
|
|
For the Years Ended December 31,
|
|
Increase/(decrease)
|
||||||||||||||||||||||||
(€ million,
except percentages) |
|
2014
|
|
Percentage
of net revenues |
|
2013
|
|
Percentage
of net revenues |
|
2012
|
|
Percentage
of net revenues |
|
2014 vs. 2013
|
|
2013 vs. 2012
|
||||||||||||
Cost of sales
|
|
83,146
|
|
|
86.5
|
%
|
|
74,326
|
|
|
85.8
|
%
|
|
71,473
|
|
|
85.3
|
%
|
|
8,820
|
|
11.9
|
%
|
|
2,853
|
|
4.0
|
%
|
|
|
For the Years Ended December 31,
|
|
Increase/(decrease)
|
|||||||||||||||||||||||
(€ million, except percentages)
|
|
2014
|
|
Percentage
of net revenues |
|
2013
|
|
Percentage
of net revenues |
|
2012
|
|
Percentage
of net revenues |
|
2014 vs. 2013
|
|
2013 vs. 2012
|
|||||||||||
Selling, general and administrative costs
|
|
7,084
|
|
7.4
|
%
|
|
6,702
|
|
|
7.7
|
%
|
|
6,775
|
|
|
8.1
|
%
|
|
382
|
|
5.7
|
%
|
|
(73
|
)
|
(1.1
|
)%
|
|
|
For the Years Ended December 31,
|
|
Increase/(decrease)
|
||||||||||||||||||||||||
(€ million, except percentages)
|
|
2014
|
|
Percentage
of net revenues |
|
2013
|
|
Percentage
of net revenues |
|
2012
|
|
Percentage
of net revenues |
|
2014 vs. 2013
|
|
2013 vs. 2012
|
||||||||||||
Research and
development costs expensed during the year |
|
1,398
|
|
|
1.5
|
%
|
|
1,325
|
|
|
1.5
|
%
|
|
1,180
|
|
|
1.4
|
%
|
|
73
|
|
5.5
|
%
|
|
145
|
|
12.3
|
%
|
Amortization of
capitalized development costs |
|
1,057
|
|
|
1.1
|
%
|
|
887
|
|
|
1.0
|
%
|
|
621
|
|
|
0.7
|
%
|
|
170
|
|
19.2
|
%
|
|
266
|
|
42.8
|
%
|
Write-down of
costs previously capitalized |
|
82
|
|
|
0.1
|
%
|
|
24
|
|
|
0.0
|
%
|
|
57
|
|
|
0.1
|
%
|
|
58
|
|
241.7
|
%
|
|
(33
|
)
|
(57.9
|
)%
|
Research and development
costs |
|
2,537
|
|
|
2.6
|
%
|
|
2,236
|
|
|
2.6
|
%
|
|
1,858
|
|
|
2.2
|
%
|
|
301
|
|
13.5
|
%
|
|
378
|
|
20.3
|
%
|
|
|
For the Years Ended December 31,
|
|
Increase/(decrease)
|
||||||||||||||||
(€ million, except percentages)
|
|
2014
|
|
2013
|
|
2012
|
|
2014 vs. 2013
|
|
2013 vs. 2012
|
||||||||||
Other income/(expenses)
|
|
197
|
|
|
77
|
|
|
(68
|
)
|
|
120
|
|
|
155.8
|
%
|
|
145
|
|
|
n.m.
|
|
|
For the Years Ended December 31,
|
|
Increase/(decrease)
|
|||||||||||||||||
(€ million, except percentages)
|
|
2014
|
|
2013
|
|
2012
|
|
2014 vs. 2013
|
|
2013 vs. 2012
|
|||||||||||
Result from investments
|
|
131
|
|
|
84
|
|
|
87
|
|
|
47
|
|
|
56.0
|
%
|
|
(3
|
)
|
|
(3.4
|
)%
|
|
|
For the Years Ended December 31,
|
|
Increase/(decrease)
|
||||||||||||||||
(€ million, except percentages)
|
|
2014
|
|
2013
|
|
2012
|
|
2014 vs. 2013
|
|
2013 vs. 2012
|
||||||||||
Gains/(losses) on the disposal of investments
|
|
12
|
|
|
8
|
|
|
(91
|
)
|
|
4
|
|
|
50.0
|
%
|
|
99
|
|
|
n.m.
|
|
|
For the Years Ended December 31,
|
|
Increase/(decrease)
|
|||||||||||||||||
(€ million, except percentages
)
|
|
2014
|
|
2013
|
|
2012
|
|
2014 vs. 2013
|
|
2013 vs. 2012
|
|||||||||||
Restructuring costs
|
|
50
|
|
|
28
|
|
|
15
|
|
|
22
|
|
|
78.6
|
%
|
|
13
|
|
|
86.7
|
%
|
|
|
For the Years Ended December 31,
|
|
Increase/(decrease)
|
|||||||||||||||||
(€ million, except percentages)
|
|
2014
|
|
2013
|
|
2012
|
|
2014 vs. 2013
|
|
2013 vs. 2012
|
|||||||||||
Other unusual income/(expenses)
|
|
(390
|
)
|
|
(499
|
)
|
|
(138
|
)
|
|
109
|
|
|
21.8
|
%
|
|
(361
|
)
|
|
(261.6
|
)%
|
|
|
For the Years Ended December 31,
|
|
Increase/(decrease)
|
|||||||||||||||||
(€ million, except percentages)
|
|
2014
|
|
2013
|
|
2012
|
|
2014 vs. 2013
|
|
2013 vs. 2012
|
|||||||||||
EBIT
|
|
3,223
|
|
|
3,002
|
|
|
3,434
|
|
|
221
|
|
|
7.4
|
%
|
|
(432
|
)
|
|
(12.6
|
)%
|
|
|
For the Years Ended December 31,
|
|
Increase/(decrease)
|
|||||||||||||||||
(€ million, except percentages)
|
|
2014
|
|
2013
|
|
2012
|
|
2014 vs. 2013
|
|
2013 vs. 2012
|
|||||||||||
Net financial income/(expenses)
|
|
(2,047
|
)
|
|
(1,987
|
)
|
|
(1,910
|
)
|
|
(60
|
)
|
|
(3.0
|
)%
|
|
(77
|
)
|
|
(4.0
|
)%
|
|
|
For the Years Ended December 31,
|
|
Increase/(decrease)
|
||||||||||||||||
(€ million, except percentages)
|
|
2014
|
|
2013
|
|
2012
|
|
2014 vs. 2013
|
|
2013 vs. 2012
|
||||||||||
Tax expense/(income)
|
|
544
|
|
|
(936
|
)
|
|
628
|
|
|
1,480
|
|
|
158.1
|
%
|
|
(1,564
|
)
|
|
n.m
|
(€ million, except
shipments which are in
thousands of units)
|
|
Net revenues
for the years ended
December 31, |
|
EBIT
for the years ended
December 31, |
|
Shipments
for the years ended
December 31, |
|||||||||||||||
|
|
2014
|
2013
|
2012
|
|
2014
|
2013
|
2012
|
|
2014
|
2013
|
2012
|
|||||||||
NAFTA
|
|
52,452
|
|
45,777
|
|
43,521
|
|
|
1,647
|
|
2,290
|
|
2,491
|
|
|
2,493
|
|
2,238
|
|
2,115
|
|
LATAM
|
|
8,629
|
|
9,973
|
|
11,062
|
|
|
177
|
|
492
|
|
1,025
|
|
|
827
|
|
950
|
|
979
|
|
APAC
|
|
6,259
|
|
4,668
|
|
3,173
|
|
|
537
|
|
335
|
|
274
|
|
|
220
|
|
163
|
|
103
|
|
EMEA
|
|
18,020
|
|
17,335
|
|
17,717
|
|
|
(109
|
)
|
(506
|
)
|
(725
|
)
|
|
1,024
|
|
979
|
|
1,012
|
|
Ferrari
|
|
2,762
|
|
2,335
|
|
2,225
|
|
|
389
|
|
364
|
|
335
|
|
|
7
|
|
7
|
|
7
|
|
Maserati
|
|
2,767
|
|
1,659
|
|
755
|
|
|
275
|
|
106
|
|
57
|
|
|
36
|
|
15
|
|
6
|
|
Components
|
|
8,619
|
|
8,080
|
|
8,030
|
|
|
260
|
|
146
|
|
165
|
|
|
n.m.
(2)
|
|
n.m.
(2)
|
|
n.m.
(2)
|
|
Other activities
|
|
831
|
|
929
|
|
979
|
|
|
(114
|
)
|
(167
|
)
|
(149
|
)
|
|
n.m.
(2)
|
|
n.m.
(2)
|
|
n.m.
(2)
|
|
Unallocated items &
adjustments
(1)
|
|
(4,249
|
)
|
(4,132
|
)
|
(3,697
|
)
|
|
161
|
|
(58
|
)
|
(39
|
)
|
|
n.m.
(2)
|
|
n.m.
(2)
|
|
n.m.
(2)
|
|
Total
|
|
96,090
|
|
86,624
|
|
83,765
|
|
|
3,223
|
|
3,002
|
|
3,434
|
|
|
4,608
|
|
4,352
|
|
4,223
|
|
|
|
For the Years Ended December 31,
|
|
Increase/(decrease)
|
||||||||||||||||||||||||||
(€ million, except
percentages and shipments which are in thousands of units) |
|
2014
|
|
% of
segment net revenues |
|
2013
|
|
% of
segment net revenues |
|
2012
|
|
% of
segment net revenues |
|
2014 vs. 2013
|
|
2013 vs. 2012
|
||||||||||||||
Net revenues
|
|
52,452
|
|
|
100.0
|
%
|
|
45,777
|
|
|
100.0
|
%
|
|
43,521
|
|
|
100.0
|
%
|
|
6,675
|
|
|
14.6
|
%
|
|
2,256
|
|
|
5.2
|
%
|
EBIT
|
|
1,647
|
|
|
3.1
|
%
|
|
2,290
|
|
|
5.0
|
%
|
|
2,491
|
|
|
5.7
|
%
|
|
(643
|
)
|
|
(28.1
|
)%
|
|
(201
|
)
|
|
(8.1
|
)%
|
Shipments
|
|
2,493
|
|
|
n.m.
|
|
|
2,238
|
|
|
n.m.
|
|
|
2,115
|
|
|
n.m.
|
|
|
255
|
|
|
11.4
|
%
|
|
123
|
|
|
5.8
|
%
|
|
|
For the Years Ended December 31,
|
|
Increase/(decrease)
|
||||||||||||||||||||||||||
(€ million, except
percentages and shipments which are in thousands of units) |
|
2014
|
|
% of
segment net revenues |
|
2013
|
|
% of
segment net revenues |
|
2012
|
|
% of
segment net revenues |
|
2014 vs. 2013
|
|
2013 vs. 2012
|
||||||||||||||
Net revenues
|
|
8,629
|
|
|
100.0
|
%
|
|
9,973
|
|
|
100.0
|
%
|
|
11,062
|
|
|
100.0
|
%
|
|
(1,344
|
)
|
|
(13.5
|
)%
|
|
(1,089
|
)
|
|
(9.8
|
)%
|
EBIT
|
|
177
|
|
|
2.1
|
%
|
|
492
|
|
|
4.9
|
%
|
|
1,025
|
|
|
9.3
|
%
|
|
(315
|
)
|
|
(64.0
|
)%
|
|
(533
|
)
|
|
(52.0
|
)%
|
Shipments
|
|
827
|
|
|
n.m
|
|
|
950
|
|
|
n.m.
|
|
|
979
|
|
|
n.m.
|
|
|
(123
|
)
|
|
(12.9
|
)%
|
|
(29
|
)
|
|
(3.0
|
)%
|
|
|
For the Years Ended December 31,
|
|
Increase/(decrease)
|
||||||||||||||||||||||||||
(€ million, except
percentages and shipments which are in thousands of units) |
|
2014
|
|
% of
segment net revenues |
|
2013
|
|
% of
segment net revenues |
|
2012
|
|
% of
segment net revenues |
|
2014 vs. 2013
|
|
2013 vs. 2012
|
||||||||||||||
Net revenues
|
|
6,259
|
|
|
100.0
|
%
|
|
4,668
|
|
|
100.0
|
%
|
|
3,173
|
|
|
100.0
|
%
|
|
1,591
|
|
|
34.1
|
%
|
|
1,495
|
|
|
47.1
|
%
|
EBIT
|
|
537
|
|
|
8.6
|
%
|
|
335
|
|
|
7.2
|
%
|
|
274
|
|
|
8.6
|
%
|
|
202
|
|
|
60.3
|
%
|
|
61
|
|
|
22.3
|
%
|
Shipments
|
|
220
|
|
|
n.m
|
|
|
163
|
|
|
n.m.
|
|
|
103
|
|
|
n.m.
|
|
|
57
|
|
|
35.0
|
%
|
|
60
|
|
|
58.3
|
%
|
|
|
For the Years Ended December 31,
|
|
Increase/(decrease)
|
||||||||||||||||||||||||||
(€ million, except
percentages and shipments which are in thousands of units) |
|
2014
|
|
% of
segment net revenues |
|
2013
|
|
% of
segment net revenues |
|
2012
|
|
% of
segment net revenues |
|
2014 vs. 2013
|
|
2013 vs. 2012
|
||||||||||||||
Net revenues
|
|
18,020
|
|
|
100.0
|
%
|
|
17,335
|
|
|
100.0
|
%
|
|
17,717
|
|
|
100.0
|
%
|
|
685
|
|
|
4.0
|
%
|
|
(382
|
)
|
|
(2.2
|
)%
|
EBIT
|
|
(109
|
)
|
|
(0.6
|
)%
|
|
(506
|
)
|
|
(2.9
|
)%
|
|
(725
|
)
|
|
(4.1
|
)%
|
|
397
|
|
|
78.5
|
%
|
|
219
|
|
|
30.2
|
%
|
Shipments
|
|
1,024
|
|
|
n.m
|
|
|
979
|
|
|
n.m.
|
|
|
1,012
|
|
|
n.m.
|
|
|
45
|
|
|
4.6
|
%
|
|
(33
|
)
|
|
(3.3
|
)%
|
|
|
For the Years Ended December 31,
|
|
Increase/(decrease)
|
||||||||||||||||||||||||||
(€ million, except percentages and shipments which are in thousands of units)
|
|
2014
|
|
% of
segment net revenues |
|
2013
|
|
% of
segment net revenues |
|
2012
|
|
% of
segment net revenues |
|
2014 vs. 2013
|
|
2013 vs. 2012
|
||||||||||||||
Net revenues
|
|
2,762
|
|
|
100.0
|
%
|
|
2,335
|
|
|
100.0
|
%
|
|
2,225
|
|
|
100.0
|
%
|
|
427
|
|
|
18.3
|
%
|
|
110
|
|
|
4.9
|
%
|
EBIT
|
|
389
|
|
|
14.1
|
%
|
|
364
|
|
|
15.6
|
%
|
|
335
|
|
|
15.1
|
%
|
|
25
|
|
|
6.9
|
%
|
|
29
|
|
|
8.7
|
%
|
Shipments
|
|
7
|
|
|
n.m.
|
|
|
7
|
|
|
n.m.
|
|
|
7
|
|
|
n.m.
|
|
|
0
|
|
|
0
|
|
|
0
|
|
|
0
|
|
|
|
For the Years Ended December 31,
|
|
Increase/(decrease)
|
||||||||||||||||||||||||||
(€ million, except percentages and shipments which are in thousands of units)
|
|
2014
|
|
% of
segment net revenues |
|
2013
|
|
% of
segment net revenues |
|
2012
|
|
% of
segment net revenues |
|
2014 vs. 2013
|
|
2013 vs. 2012
|
||||||||||||||
Net revenues
|
|
2,767
|
|
|
100.0
|
%
|
|
1,659
|
|
|
100.0
|
%
|
|
755
|
|
|
100.0
|
%
|
|
1,108
|
|
|
66.8
|
%
|
|
904
|
|
|
119.7
|
%
|
EBIT
|
|
275
|
|
|
9.9
|
%
|
|
106
|
|
|
6.4
|
%
|
|
57
|
|
|
7.5
|
%
|
|
169
|
|
|
159.4
|
%
|
|
49
|
|
|
86.0
|
%
|
Shipments
|
|
36
|
|
|
n.m.
|
|
|
15
|
|
|
n.m.
|
|
|
6
|
|
|
n.m.
|
|
|
21
|
|
|
140.0
|
%
|
|
9
|
|
|
150.0
|
%
|
|
|
For the Years Ended December 31,
|
|
Increase/(decrease)
|
||||||||||||||||||||||||||
(€ million, except percentages)
|
|
2014
|
|
% of
segment net revenues |
|
2013
|
|
% of
segment net revenues |
|
2012
|
|
% of
segment net revenues |
|
2014 vs. 2013
|
|
2013 vs. 2012
|
||||||||||||||
Magneti Marelli
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Net revenues
|
|
6,500
|
|
|
|
|
5,988
|
|
|
|
|
5,828
|
|
|
|
|
512
|
|
|
8.6
|
%
|
|
160
|
|
|
2.7
|
%
|
|||
EBIT
|
|
204
|
|
|
|
|
169
|
|
|
|
|
131
|
|
|
|
|
35
|
|
|
20.7
|
%
|
|
38
|
|
|
29.0
|
%
|
|||
Teksid
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Net revenues
|
|
639
|
|
|
|
|
688
|
|
|
|
|
780
|
|
|
|
|
(49
|
)
|
|
(7.1
|
)%
|
|
(92
|
)
|
|
(11.8
|
)%
|
|||
EBIT
|
|
(4
|
)
|
|
|
|
(70
|
)
|
|
|
|
4
|
|
|
|
|
66
|
|
|
(94.3
|
)%
|
|
(74
|
)
|
|
n.m.
(1)
|
|
|||
Comau
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Net revenues
|
|
1,550
|
|
|
|
|
1,463
|
|
|
|
|
1,482
|
|
|
|
|
87
|
|
|
5.9
|
%
|
|
(19
|
)
|
|
(1.3
|
)%
|
|||
EBIT
|
|
60
|
|
|
|
|
47
|
|
|
|
|
30
|
|
|
|
|
13
|
|
|
27.7
|
%
|
|
17
|
|
|
56.7
|
%
|
|||
Intrasegment eliminations
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Net revenues
|
|
(70
|
)
|
|
|
|
(59
|
)
|
|
|
|
(60
|
)
|
|
|
|
(11
|
)
|
|
18.6
|
%
|
|
1
|
|
|
(1.7
|
)%
|
|||
Components
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Net revenues
|
|
8,619
|
|
|
100.0
|
%
|
|
8,080
|
|
|
100.0
|
%
|
|
8,030
|
|
|
100.0
|
%
|
|
539
|
|
|
6.7
|
%
|
|
50
|
|
|
0.6
|
%
|
EBIT
|
|
260
|
|
|
3.0
|
%
|
|
146
|
|
|
1.8
|
%
|
|
165
|
|
|
2.1
|
%
|
|
114
|
|
|
78.1
|
%
|
|
(19
|
)
|
|
(11.5
|
)%
|
|
As of March 31,
|
|
As of December 31,
|
||||||||
(€ million)
|
2015
|
|
2014
|
|
2013
|
|
2012
|
||||
Cash, cash equivalent and current securities
(1)
|
21,895
|
|
|
23,050
|
|
|
19,702
|
|
|
17,922
|
|
Undrawn committed credit lines
(2)
|
3,308
|
|
|
3,171
|
|
|
3,043
|
|
|
2,935
|
|
Total available liquidity
(3)
|
25,203
|
|
|
26,221
|
|
|
22,745
|
|
|
20,857
|
|
(1)
|
Current securities comprise short term or marketable securities which represent temporary investments but which do not satisfy all the requirements to be classified as cash equivalents as they may not be able to be readily converted into cash or they are subject to significant risk of change in value (even if they are short-term in nature or marketable).
|
(2)
|
Excludes the undrawn €0.7 billion medium/long-term dedicated credit lines available to fund scheduled investments as of March 31, 2015 (€0.9 billion was undrawn at December 31, 2014, €1.8 billion at December 31, 2013 and €1.3 billion as of December 31, 2012) and also excludes the undisbursed €0.4 billion on the Mexico Bank Loan as of March 31, 2015 (€0 billion at December 31, 2014, 2013 and 2012).
|
(3)
|
The majority of our liquidity is available to our treasury operations in Europe, U.S. (subject to the previously discussed restrictions on FCA US distributions) and Brazil; however, liquidity is also available to certain subsidiaries which operate in other areas. Cash held in such countries may be subject to restrictions on transfer depending on the foreign jurisdictions in which these subsidiaries operate. Based on our review of such transfer restrictions in the countries in which we operate and maintain material cash balances, we do not believe such transfer restrictions have an adverse impact on the Group’s ability to meet its liquidity requirements at the dates represented above.
|
•
|
a special distribution paid by FCA US to its members on January 21, 2014 of U.S.$1,900 million (equivalent to €1,404 million) wherein FCA NA directed its portion of the special distribution to the VEBA Trust as part of the purchase consideration which served to fund a portion of the transaction; and
|
•
|
a cash payment by FCA NA to the VEBA Trust of U.S.$1,750 million (equivalent to €1.3 billion) on January 21, 2014.
|
•
|
proceeds from new senior credit facilities – a U.S.$250 million (€181 million) incremental term loan under FCA US’s existing tranche B term loan facility that matures on May 24, 2017 and a new U.S.$1,750 million (€1.3 billion) term loan, issued under a new term loan credit facility, that matures on December 31, 2018;
|
•
|
proceeds from secured senior notes due 2019 – issuance of U.S.$1,375 million (€1.0 billion) aggregate principal amount of 8.0 percent secured senior notes due June 15, 2019, at an issue price of 108.25 percent of the aggregate principal amount, which were incremental to the secured senior notes due 2019 that were issued in May 2011 (together, the 2019 Notes); and
|
•
|
proceeds from secured senior notes due 2021 – issuance of U.S.$1,380 million (€1.0 billion) aggregate principal amount of 8.25 percent secured senior notes due June 15, 2021 at an issue price of 110.5 percent of the aggregate principal amount, which were incremental to the secured senior notes due 2021 that were issued in May 2011 (together, the 2021 Notes).
|
(€ million)
|
2015
|
|
2014
|
||
Cash and cash equivalents at beginning of the period
|
22,840
|
|
|
19,455
|
|
Cash flows from operating activities during the year
|
958
|
|
|
1,396
|
|
Cash flows used in investing activities
|
(1,788
|
)
|
|
(1,599
|
)
|
Cash flows from financing activities
|
(1,744
|
)
|
|
(1,669
|
)
|
Translation exchange differences
|
1,403
|
|
|
(83
|
)
|
Total change in cash and cash equivalents
|
(1,171
|
)
|
|
(1,955
|
)
|
Cash and cash equivalents at end of the period
|
21,669
|
|
|
17,500
|
|
(i)
|
net profit of €92 million adjusted to add back €1,397 million for depreciation and amortization expense;
|
(ii)
|
a net increase of €274 million in provisions, mainly related to net adjustments to warranties for NAFTA and higher accrued sales incentives, primarily due to an increase in dealer stock levels to support increased sales volumes in NAFTA; and
|
(iii)
|
€112 million dividends received from jointly-controlled entities.
|
(iv)
|
the negative impact of change in working capital of €1,000 million primarily driven by (a) €1,353 million increase in inventories, in line with the trend in production and sales volumes for the period, (b) €205 million increase in trade receivables, (c) €550 million increase in net other current assets and liabilities, which were partially offset by (d) €1,108 million increase of trade payables, mainly related to increased production in EMEA and NAFTA as a result of increased consumer demand for our vehicles.
|
(i)
|
a net loss of €173 million adjusted to add back (a) €1,168 million for depreciation and amortization expense and (b) other non-cash items of €243 million, which primarily includes (i) €366 million related to the non-cash portion of the expense recognized in connection with the execution of the MOU entered into by the UAW and FCA US on January 21, 2014, (ii) a €94 million remeasurement charge recognized as a result of the Group’s change in the exchange rate used to remeasure its Venezuelan subsidiary’s net monetary assets in U.S. Dollars which were partially offset by (iii) the non-taxable gain of €223 million on the re-measurement at fair value of the previously exercised options on approximately 10 percent of FCA US’s membership interests in connection with the equity purchase agreement;
|
(ii)
|
a net increase of €384 million in provisions, mainly related to: (i) increase in accrued sales incentives, primarily due to an increase in retail incentives as well as an increase in dealer stock levels as of March 31, 2014 compared to December 31, 2013 to support increased sales volumes in NAFTA, and (ii) net adjustments to pre-existing warranties, including those related to certain recall campaigns; and
|
(iii)
|
€55 million of dividends received from jointly-controlled entities;
|
(iv)
|
the negative impact of the change in working capital of €210 million primarily driven by (a) €605 million increase in inventory mainly related to increased finished vehicles and work in process levels for all segments; (b) €458 million increase in trade receivables, principally because NAFTA shipments at the end of March 2014 exceeded those at December 2013 as a result of the annual plant shutdowns in December 2013 and (c) €195 million in net other current assets and liabilities mainly related to decreases in accrued expenses and tax payables, which were partially offset by (d) €1,048 million increase in trade payables, mainly related to increased production in NAFTA and EMEA as a result of increased consumer demand for vehicles in these regions.
|
(i)
|
€2,078 million of capital expenditures, including €598 million of capitalized development costs, to support investments in existing and future products. Capital expenditure primarily relates to the mass-market operations in NAFTA and EMEA and the completion of the new plant at Pernambuco, Brazil; partially offset by
|
(ii)
|
a €360 million net decrease in receivables from financing activities primarily related to the decreased lending portfolio of the financial services activities of the Group.
|
(i)
|
€1,443 million of capital expenditures, including €451 million of capitalized development costs, to support our investments in existing and future products. Capital expenditure primarily relates to the mass-market operations in NAFTA and EMEA and the ongoing construction of the new plant at Pernambuco, Brazil; and
|
(ii)
|
€211 million of net increase in receivables from financing activities, of which €110 million related to the increased lending portfolio of the financial services activities of the Group and €82 million related to increased financial receivables due from jointly controlled financial services companies.
|
(i)
|
the repayment on maturity of a note issued under the Global Medium Term Note Program (“GMTN Program”) for a total principal amount of €1.5 billion; and
|
(ii)
|
the payment of medium-term borrowings for a total of €1,139 million, which include the repayment, on maturity, of the European Investment Bank (“EIB”) loan of €250 million and the repayment of our Mexican development banks credit facilities of €414 million as part of FCA Mexico's refinancing transaction in March 2015.
|
(i)
|
proceeds from new medium-term borrowings for a total of €953 million which include the initial disbursement received of €0.5 billion under the new non-revolving loan agreement of $0.9 billion (€0.9 billion) as part of FCA Mexico's refinancing transaction completed in March 2015, and other financing transactions, primarily in Brazil.
|
(i)
|
the cash payment for the acquisition of the remaining 41.5 percent interest in FCA US not already owned by FCA equal to U.S.$3.65 billion (€2.69 billion) and an additional U.S.$60 million (€45 million) of tax distribution paid by FCA US. The cash payment of €2,691 million is classified as acquisition of non-controlling interests on the Consolidated Statements of Cash Flow while the tax distribution (€45 million) is classified separately;
|
(ii)
|
payment of medium-term borrowings for a total of €3,892 million, mainly related to the prepayment of the outstanding financial liability with the UAW Retiree Medical Benefits Trust, or the VEBA Trust, (“VEBA Trust Note”) amounting to approximately U.S.$5.0 billion (€3.6 billion), including accrued and unpaid interest.
|
(iii)
|
proceeds from bond issuances for a total amount of €3,011 million which included €1 billion of notes issued as part of the GMTN Program and €2 billion of senior secured notes issued by FCA US; and
|
(iv)
|
proceeds from new medium-term borrowings for a total of €1,840 million, which mainly related to the incremental term loan entered into by FCA US of U.S.$250 million (€181 million) under its existing tranche B term loan facility which matures May 24, 2017, and the U.S.$1.75 billion (€1.3 billion) additional term loan credit facility entered into by FCA US as part of the refinancing transaction to facilitate prepayment of the VEBA Trust Note.
|
(€ million)
|
2014
|
2013
|
2012
|
|||
Cash and cash equivalents at beginning of the period
|
19,455
|
|
17,666
|
|
17,526
|
|
Cash flows from operating activities during the year
|
8,169
|
|
7,618
|
|
6,492
|
|
Cash flows used in investing activities
|
(8,140
|
)
|
(8,054
|
)
|
(7,542
|
)
|
Cash flows from financing activities
|
2,137
|
|
3,136
|
|
1,610
|
|
Translation exchange differences
|
1,219
|
|
(911
|
)
|
(420
|
)
|
Total change in cash and cash equivalents
|
3,385
|
|
1,789
|
|
140
|
|
Cash and cash equivalents at end of the period
|
22,840
|
|
19,455
|
|
17,666
|
|
(i)
|
net profit of €632 million adjusted to add back (a) €4,897 million for depreciation and amortization expense and (b) other non-cash items of €352 million, which primarily include (i) €381 million related to the non-cash portion of the expense recognized in connection with the execution of the MOU Agreement entered into by the UAW and FCA US on January 21, 2014 (ii) €98 million re-measurement charge recognized as a result of the Group’s change in the exchange rate used to re-measure its Venezuelan subsidiary’s net monetary assets in U.S. Dollar (reported, for the effect on cash and cash equivalents, in the “Translation exchange differences”) which were partially offset by (iii) the non-taxable gain of €223 million on the re-measurement at fair value of the previously exercised options on approximately 10 percent of FCA US’s membership interests in connection with the acquisition of the remaining 41.5 percent interest in FCA US not previously owned;
|
(ii)
|
a net increase of €1,239 million in provisions, mainly related to a €1,023 million increase in Other provisions following net adjustments to warranties for NAFTA and higher accrued sales incentives, primarily due to an increase in retail incentives as well as an increase in dealer stock levels to support increased sales volumes in NAFTA and a €216 million increase in employees benefits mainly related to U.S. and Canada pension plan as lower discount rates impact was not fully offset by higher return on assets;
|
(iii)
|
positive impact of change in working capital of €965 million primarily driven by (a) €1,495 million increase in trade payables, mainly related to increased production in EMEA and NAFTA as a result of increased consumer demand for our vehicles (b) €123 million decrease in trade receivables in addition to (b) €21 million increase in net other current assets and liabilities, which were partially offset by (d) €674 million increase in inventory (net of vehicles sold under buy-back commitments), mainly related to increased finished vehicle and work in process levels at December 31, 2014 compared to December 31, 2013, in part driven by higher production levels in late 2014 to meet anticipated consumer demand in NAFTA, EMEA and Maserati.
|
(iv)
|
€87 million dividends received from jointly-controlled entities.
|
(i)
|
net profit of €1,951 million adjusted to add back (a) €4,635 million for depreciation and amortization expense and (b) other non-cash items of €535 million, which primarily include €336 million of impairment losses on tangible and intangible assets, €59 million loss related to the devaluation of the official exchange rate of the VEF per U.S. Dollar, €56 million write-off of the book value of the equity recapture rights resulting from the acquisition of the remaining 41.5 interest in FCA US that was not previously owned, €105 million of write-down in financial assets from the lending portfolio of our financial services activities, partially offset by €74 million of the share of profit or loss of equity method investees;
|
(ii)
|
positive impact of change in working capital of €1,410 million primarily driven by (a) €1,328 million increase in trade payables, mainly related to increased production in NAFTA as a result of increased consumer demand for our vehicles, and increased production of Maserati, (b) €817 million in net other current assets and liabilities, mainly related to increases in accrued expenses and deferred income as well as indirect taxes payables, (c) €213 million decrease in trade receivables, principally due to the contraction of sales volumes in EMEA and LATAM which were partially offset by (d) €948 million increase in inventory (net of vehicles sold under buy-back commitments), mainly related to increased finished vehicle and work in process levels at December 31, 2013 compared to December 31, 2012, in part driven by higher production levels in late 2013 to meet anticipated consumer demand in NAFTA, APAC and Maserati segment;
|
(iii)
|
a net increase of €457 million in provisions, mainly related to accrued sales incentives due to increased dealer stock levels at December 31, 2013 compared to December 31, 2012 to support increased sales volumes; which were partially offset by a net reduction in the post-retirement benefit reserve; and
|
(iv)
|
€92 million dividends received from jointly-controlled entities.
|
(i)
|
€1,578 million non-cash impact of deferred taxes mainly arising from the recognition of previously unrecognized deferred tax assets relating to FCA US.
|
(i)
|
net profit of €896 million, adjusted to add back (a) €4,201 million for depreciation and amortization expense, (b) other non-cash items of €582 million, which primarily include €515 million following the retrospective application of the IAS 19 –
Employee Benefits
revised from January 1, 2013, €106 million of impairment losses on tangible and intangible assets and €50 million of write-down in financial assets from the lending portfolio of our financial services activities, partially offset by €74 million of the share of profit or loss of equity method investees, and €31 million related to the non-cash gain on fair value measurement of equity swaps on Fiat and CNHI ordinary shares and (c) net losses of €105 million on disposal of property, plant and equipment and intangible assets, and investments primarily related to the termination of the joint venture Sevelnord Societè Anonyme for €91 million;
|
(ii)
|
change in net working capital of €689 million primarily driven by (a) €506 million increase in trade payables, mainly related to increased production in response to increased consumer demand of our vehicles especially in NAFTA and APAC, partially offset by reduced production and sales levels in EMEA, (b) €961 million in other current assets and liabilities, primarily due to increases in accrued expenses, deferred income and taxes which were partially offset by (c) €572 million increase in inventory (net of vehicles sold under buy-back commitments), primarily due to increased finished vehicle and work in process levels at December 31, 2012 versus December 31, 2011, driven by an increase in our vehicle inventory levels in order to support consumer demand in NAFTA and APAC and (d) €206 million increase in trade receivables, primarily due to an increase in receivables from third party international dealers and distributors due to increased sales at the end of 2012 as compared to 2011 due to consumer demand;
|
(iii)
|
a net increase of €63 million in provisions, mainly related to accrued sales incentives due to increased dealer stock levels at December 31, 2012 compared to December 31, 2011 to support increased sales volumes which were partially offset by a net reduction in the post-retirement benefit reserve; and
|
(iv)
|
€89 million dividends received from jointly-controlled entities.
|
(i)
|
€8,121 million of capital expenditures, including €2,267 million of capitalized development costs, to support investments in existing and future products. Capital expenditure primarily relates to the mass-market operations in NAFTA and EMEA and the ongoing construction of the new plant at Pernambuco, Brazil, and
|
(ii)
|
€ 137 million of a net increase in receivables from financing activities, of which €104 million related to the increased lending portfolio of the financial services activities of the Group and €31 million related to increased financial receivables due from jointly controlled financial services companies.
|
(i)
|
€7,492 million of capital expenditures, including €2,042 million of capitalized development costs, to support our investments in existing and future products. The capitalized development costs primarily include materials costs and personnel related expenses relating to engineering, design and development focused on content enhancement of existing vehicles, new models and powertrain programs in NAFTA and EMEA. The remaining capital expenditure primarily relates to the car mass-market operations in NAFTA and EMEA and the ongoing construction of the new LATAM plant at Pernambuco, Brazil;
|
(ii)
|
€166 million related to equity investments, which principally includes €94 million of additional investment in RCS MediaGroup S.p.A., €37 million of capital injection into the 50.0 percent joint venture related to GAC Fiat Chrysler Automobiles Co.Ltd (previously known as GAC Fiat Automobiles Co. Ltd.); and
|
(iii)
|
€459 million of net increase in receivables from financing activities, primarily due to the increased lending portfolio of the financial services activities of the Group.
|
(i)
|
€59 million proceeds from the sale of tangible and intangible assets.
|
(i)
|
€7,564 million of capital expenditures, including €2,138 million of capitalized development costs, to support our investments in existing and future products;
|
(ii)
|
€118 million proceeds from the sale of tangible assets.
|
(i)
|
net proceeds from the mandatory convertible securities issuance due 2016 of €2,245 million and the net proceeds from the offering of 100 million common shares of €849 million;
|
(ii)
|
proceeds from bond issuances for a total amount of €4,629 million which includes (a) €2,556 million of notes issued as part of the Global Medium Term Notes Program (“GMTN Program”) and (b) €2,073 million (for a total face value of U.S.$ 2,755 million) of Secured Senior Notes issued by FCA US used to repay the VEBA Trust Note;
|
(iii)
|
proceeds from new medium-term borrowings for a total of €4,876 million, which include (a) the incremental term loan entered into by FCA US of U.S.$250 million (€181 million) under its existing tranche B term loan facility and (b) the new U.S.$1,750 million (€1.3 billion) tranche B term loan, issued under a new term loan credit facility entered into by FCA US to facilitate the prepayment of the VEBA Trust Note, and new medium term borrowing in Brazil; and
|
(iv)
|
a positive net contribution of €548 million from the net change in other financial payables and other financial assets/liabilities.
|
(i)
|
the cash payment to the VEBA Trust for the acquisition of the remaining 41.5 percent ownership interest in FCA US held by the VEBA Trust equal to U.S.$3,650 million (€2,691 million) and U.S.$60 million (€45 million) of tax distribution by FCA US to cover the VEBA Trust’s tax obligation. In particular the consideration for the acquisition consisted of a special distribution paid by FCA US to its members on January 21, 2014 of U.S.$1,900 million (€1,404 million) (FCA NA’s portion of the special distribution was assigned to the VEBA Trust as part of the purchase consideration) which served to fund a portion of the transaction; and a cash payment by FCA NA to the VEBA Trust of U.S.$1,750 million (€1.3 billion). The special distribution by FCA US and the cash payment by FCA NA for an aggregate amount of €2,691 million is classified as acquisition of non-controlling interest while the tax distribution (€45 million) is classified separately in the Statement of cash flows in the Consolidated Financial Statements included elsewhere in this Prospectus,
|
(ii)
|
payment of medium-term borrowings for a total of €5,838 million, mainly related to the prepayment of all amounts under the VEBA Trust Note amounting to approximately U.S.$5 billion (€3.6 billion), including accrued and unpaid interest, and repayment of medium term borrowings primarily in Brazil;
|
(iii)
|
the repayment on maturity of notes issued under the GMTN Program, for a total principal amount of €2,150 million.
|
(i)
|
proceeds from bond issuances for a total amount of €2,866 million, relating to notes issued as part of the GMTN Program
|
(ii)
|
the repayment on maturity of notes issued under the GMTN Program in 2006, for a total principal amount of €1 billion;
|
(iii)
|
proceeds from new medium-term borrowings for a total of €3,188 million, which mainly include (a) new borrowings by the Brazilian companies for €1,686 million, primarily in relation to investments in the country (b) €400 million loan granted by the European Investment Bank in order to fund our investments and research and development costs in Europe and (c) €595 million (U.S.$790 million) related to the amendments and re-pricings in 2013 of the U.S.$3.0 billion tranche B term loan which matures May 24, 2017 and the revolving credit facility that matures in May 2016. In particular, pursuant to such amendments and re-pricings in 2013, an amount of U.S.$790 million of the outstanding principal balance of the U.S.$3.0 billion tranche B term loan which matures May 24, 2017 was repaid. However, new and continuing lenders acquired the portion of such loan, therefore the principal balance outstanding did not change. Refer to “—Bank Debt—FCA US Senior Credit Facilities” below, for additional information regarding this transaction;
|
(iv)
|
repayment of medium-term borrowings on their maturity for a total of €2,558 million, including the €595 million (U.S.$790 million) relating to the amendments and re-pricings of the Senior Credit Facilities described above; and
|
(v)
|
a positive net contribution of €677 million from the net change in other financial payables and other financial assets/liabilities.
|
(i)
|
proceeds from bond issuances for a total amount of €2,535 million, relating to notes issued as part of the GMTN Program;
|
(ii)
|
the repayment on maturity of notes issued as part of the GMTN Program in 2009, for a total principal amount of €1,450 million;
|
(iii)
|
proceeds from new medium-term borrowings for a total of €1,925 million, which include new borrowings by the Brazilian companies for €1,236 million, mainly in relation to investments and operations in the country;
|
(iv)
|
repayment of medium-term borrowings on their maturity for a total of €1,535 million;
|
(v)
|
a positive net contribution of €171 million from the net change in other financial payables and other financial assets/liabilities; and
|
(vi)
|
dividends paid to shareholders and minorities for a total €58 million.
|
|
March 31, 2015
|
|||||||||||||
|
Industrial
Activities |
|
Financial
Services |
|
Consolidated
|
|||||||||
(€ million)
|
Total
|
|
FCA ex
FCA US |
|
FCA US
|
|
|
|||||||
Third Parties Debt (Principal)
|
(31,317
|
)
|
|
(19,782
|
)
|
|
(11,535
|
)
|
|
(1,640
|
)
|
|
(32,957
|
)
|
Capital Market
(1)
|
(16,739
|
)
|
|
(11,204
|
)
|
|
(5,535
|
)
|
|
(380
|
)
|
|
(17,119
|
)
|
Bank Debt
|
(12,463
|
)
|
|
(7,475
|
)
|
|
(4,988
|
)
|
|
(1,125
|
)
|
|
(13,588
|
)
|
Other Debt
(2)
|
(2,115
|
)
|
|
(1,103
|
)
|
|
(1,012
|
)
|
|
(135
|
)
|
|
(2,250
|
)
|
Accrued Interest and Other Adjustments
(3)
|
(408
|
)
|
|
(116
|
)
|
|
(292
|
)
|
|
(1
|
)
|
|
(409
|
)
|
Debt with third Parties
|
(31,725
|
)
|
|
(19,898
|
)
|
|
(11,827
|
)
|
|
(1,641
|
)
|
|
(33,366
|
)
|
Intercompany Financial Receivables/Payables (net)
(4)
|
1,577
|
|
|
1,634
|
|
|
(57
|
)
|
|
(1,577
|
)
|
|
—
|
|
Current financial receivables from jointly-controlled financial services companies
(5)
|
54
|
|
|
54
|
|
|
—
|
|
|
—
|
|
|
54
|
|
Debt, net of intercompany and current financial receivables from jointly-controlled financial services companies
|
(30,094
|
)
|
|
(18,210
|
)
|
|
(11,884
|
)
|
|
(3,218
|
)
|
|
(33,312
|
)
|
Other financial assets/(liabilities) (net)
(6)
|
(30
|
)
|
|
(303
|
)
|
|
273
|
|
|
(1
|
)
|
|
(31
|
)
|
Current securities
|
198
|
|
|
198
|
|
|
—
|
|
|
28
|
|
|
226
|
|
Cash and cash equivalents
|
21,319
|
|
|
8,534
|
|
|
12,785
|
|
|
350
|
|
|
21,669
|
|
Net Debt
|
(8,607
|
)
|
|
(9,781
|
)
|
|
1,174
|
|
|
(2,841
|
)
|
|
(11,448
|
)
|
|
December 31, 2014
|
|
December 31, 2013
|
||||||||||||||||||||||||||
|
Industrial
Activities |
|
Financial
Services |
|
Consolidated
|
|
Industrial
Activities |
|
Financial
Services |
|
Consolidated
|
||||||||||||||||||
(€ million)
|
Total
|
|
FCA ex
FCA US |
|
FCA US
|
|
|
|
|
|
Total
|
|
FCA ex
FCA US |
|
FCA US
|
|
|
|
|
||||||||||
Third Parties Debt (Principal)
|
(31,381
|
)
|
|
(21,011
|
)
|
|
(10,370
|
)
|
|
(1,980
|
)
|
|
(33,361
|
)
|
|
(27,624
|
)
|
|
(18,325
|
)
|
|
(9,299
|
)
|
|
(2,031
|
)
|
|
(29,655
|
)
|
Capital market
(1)
|
(17,378
|
)
|
|
(12,473
|
)
|
|
(4,905
|
)
|
|
(351
|
)
|
|
(17,729
|
)
|
|
(13,981
|
)
|
|
(11,661
|
)
|
|
(2,320
|
)
|
|
(239
|
)
|
|
(14,220
|
)
|
Bank Debt
|
(11,904
|
)
|
|
(7,484
|
)
|
|
(4,420
|
)
|
|
(1,216
|
)
|
|
(13,120
|
)
|
|
(7,635
|
)
|
|
(5,095
|
)
|
|
(2,540
|
)
|
|
(1,297
|
)
|
|
(8,932
|
)
|
Other Debt
(2)
|
(2,099
|
)
|
|
(1,054
|
)
|
|
(1,045
|
)
|
|
(413
|
)
|
|
(2,512
|
)
|
|
(6,008
|
)
|
|
(1,569
|
)
|
|
(4,439
|
)
|
|
(495
|
)
|
|
(6,503
|
)
|
Accrued Interest and Other Adjustments
(3)
|
(362
|
)
|
|
(200
|
)
|
|
(162
|
)
|
|
(1
|
)
|
|
(363
|
)
|
|
(626
|
)
|
|
(467
|
)
|
|
(159
|
)
|
|
(2
|
)
|
|
(628
|
)
|
Debt with third Parties
|
(31,743
|
)
|
|
(21,211
|
)
|
|
(10,532
|
)
|
|
(1,981
|
)
|
|
(33,724
|
)
|
|
(28,250
|
)
|
|
(18,792
|
)
|
|
(9,458
|
)
|
|
(2,033
|
)
|
|
(30,283
|
)
|
Intercompany Financial Receivables/Payables (net)
(4)
|
1,453
|
|
|
1,515
|
|
|
(62
|
)
|
|
(1,453
|
)
|
|
—
|
|
|
1,336
|
|
|
1,415
|
|
|
(79
|
)
|
|
(1,336
|
)
|
|
—
|
|
Current financial receivables from jointly-controlled financial services companies
(5)
|
58
|
|
|
58
|
|
|
—
|
|
|
—
|
|
|
58
|
|
|
27
|
|
|
27
|
|
|
—
|
|
|
—
|
|
|
27
|
|
Debt, net of intercompany and current financial receivables from jointly-controlled financial services companies
|
(30,232
|
)
|
|
(19,638
|
)
|
|
(10,594
|
)
|
|
(3,434
|
)
|
|
(33,666
|
)
|
|
(26,887
|
)
|
|
(17,350
|
)
|
|
(9,537
|
)
|
|
(3,369
|
)
|
|
(30,256
|
)
|
Other financial assets/(liabilities) (net)
(6)
|
(229
|
)
|
|
(251
|
)
|
|
22
|
|
|
(4
|
)
|
|
(233
|
)
|
|
399
|
|
|
323
|
|
|
76
|
|
|
(3
|
)
|
|
396
|
|
Current securities
|
180
|
|
|
180
|
|
|
—
|
|
|
30
|
|
|
210
|
|
|
219
|
|
|
219
|
|
|
—
|
|
|
28
|
|
|
247
|
|
Cash and cash equivalents
|
22,627
|
|
|
10,653
|
|
|
11,974
|
|
|
213
|
|
|
22,840
|
|
|
19,255
|
|
|
9,579
|
|
|
9,676
|
|
|
200
|
|
|
19,455
|
|
Net Debt
|
(7,654
|
)
|
|
(9,056
|
)
|
|
1,402
|
|
|
(3,195
|
)
|
|
(10,849
|
)
|
|
(7,014
|
)
|
|
(7,229
|
)
|
|
215
|
|
|
(3,144
|
)
|
|
(10,158
|
)
|
|
(1)
|
Includes bonds (€16,300 at March 31, 2015, €16,980 million at December 31, 2014 and €13,966 million at December 31, 2013), the financial liability component of the mandatory convertible securities (€421 million at March 31, 2015, €373 million at December 31, 2014 and €0 at December 31, 2013) and other securities (€398 million at March 31, 2015, €376 million at December 31, 2014 and €254 million at December 31, 2013) issued in financial markets, mainly from LATAM financial services companies.
|
(2)
|
Includes The VEBA Trust Note (€3,419 million at December 31, 2013), Canadian HCT notes (€563 million at March 31, 2015, €620 million at December 31, 2014 and €664 million at December 31, 2013), asset backed financing, i.e. sales of receivables for which de-recognition is not allowed under IFRS (€188 million at March 31, 2015, €469 million at December 31, 2014 and €756 million at December 31, 2013), arrangements accounted for as a lease under IFRIC 4 – Determining whether an arrangement contains a lease, and other financial payables. All amounts outstanding under the VEBA Trust Note were prepaid on February 7, 2014.
|
(3)
|
Includes adjustments for fair value accounting on debt (€63 million at March 31, 2015, €67 million at December 31, 2014 and €78 million at December 31, 2013) and (accrued)/deferred interest and other amortizing cost adjustments (€346 million at March 31, 2015, €296 million at December 31, 2014 and €550 million net at December 31, 2013).
|
(4)
|
Net amount between Industrial Activities financial receivables due from Financial Services (€1,743 million at March 31, 2015, €1,595 million at December 31, 2014 and €1,465 million at December 31, 2013) and Industrial Activities financial payables due to Financial Services (€166 million at March 31, 2015, €142 million at December 31, 2014 and €129 million at December 31, 2013).
|
(5)
|
Financial receivables due from FCA Bank (previously known as FGA Capital S.p.A, or FGAC).
|
(6)
|
Fair value of derivative financial instruments (net negative €73 million at March 31, 2015, net negative €271 million at December 31, 2014 and net positive €376 million at December 31, 2013) and collateral deposits (€42 million at March 31, 2015, €38 million at December 31, 2014 and €20 million at December 31, 2013).
|
•
|
investments in industrial activities of €2,078 million representing investments in property, plant and equipment and intangible assets;
|
•
|
cash flow from industrial operating activities of €946 million which represents the consolidated cash flow from operating activities of €958 million, net of the cash flows from operating activities attributable to financial services of €12 million. For an explanation of the drivers in consolidated cash flows from operating activities see the —
Cash Flows
section above.
|
•
|
payments for the acquisition of the remaining 41.5 percent interest in FCA US previously not owned, inclusive of approximately 10 percent of previously exercised options subject to ongoing litigation, of €2,691 million (U.S.$ 3,650 million);
|
•
|
investments in industrial activities of €8,119 million representing investments in property, plant and equipment and intangible assets;
|
•
|
contribution of the mandatory convertible securities issuance due 2016 of €1,910 million (net proceeds of €2,245 million net of the liability component of €335 million) and the net proceeds from the offering of 100 million common shares of €849 million, net of the exercise of cash exit rights in connection with the Merger for a net aggregate cash disbursement of €417 million;
|
•
|
cash flow from industrial operating activities of €8,017 million which represents the consolidated cash flow from operating activities of €8,169 million net of the cash flows from operating activities attributable to financial services of €152 million. For an explanation of the drivers in consolidated cash flows from operating activities see the “—Cash Flows” section above.
|
•
|
Cash flow from industrial operating activities of €7,534 million which represents the consolidated cash flow from operating activities of €7,618 million net of the cash flows from operating activities attributable to financial services of €84 million. For an explanation of the drivers in consolidated cash flows from operating activities see "—Operating Activities—Year Ended December 31, 2013" above;
|
•
|
Investments in industrial activities property, plant and equipment of €7,486 million, representing the majority of the Group’s investments in property, plant and equipment of €7,492 million; and
|
•
|
Additional investments in RCS MediaGroup S.p.A. for an amount of €94 million.
|
•
|
Cash flow from industrial operating activities of €6,390 million which represents the consolidated cash flow from operating activities of €6,492 million net of the cash flows from operating activities attributable to financial services of €102 million. For an explanation of the drivers in consolidated cash flows from operating activities see “—Operating Activities—Year Ended December 31, 2012;”
|
•
|
Investments in industrial activities property, plant and equipment of €7,560 million, representing almost all of the Group’s investments in property, plant and equipment of €7,564 million; and
|
•
|
Proceeds from disposals of property, plant and equipment of €127 million representing almost all of the consolidated total of €130 million.
|
|
|
Currency
|
|
Face value of
outstanding bonds (in million) |
|
Coupon
|
|
Maturity
|
|
March 31, 2015
|
|
December 31, 2014
|
|
December 31, 2013
|
|||||
Global Medium Term Notes:
|
|
|
|
|
|
|
|
|
|
(€ million)
|
|||||||||
Fiat Chrysler Finance Europe S.A.
|
|
EUR
|
|
900
|
|
|
6.125
|
%
|
|
July 8, 2014
|
|
—
|
|
|
—
|
|
|
900
|
|
Fiat Chrysler Finance Europe S.A.
|
|
EUR
|
|
1,250
|
|
|
7.625
|
%
|
|
September 15, 2014
|
|
—
|
|
|
—
|
|
|
1,250
|
|
Fiat Chrysler Finance Europe S.A.
|
|
EUR
|
|
1,500
|
|
|
6.875
|
%
|
|
February 13, 2015
|
|
—
|
|
|
1,500
|
|
|
1,500
|
|
Fiat Chrysler Finance Europe S.A.
|
|
CHF
|
|
425
|
|
|
5.000
|
%
|
|
September 7, 2015
|
|
406
|
|
|
353
|
|
|
346
|
|
Fiat Chrysler Finance Europe S.A.
|
|
EUR
|
|
1,000
|
|
|
6.375
|
%
|
|
April 1, 2016
|
|
1,000
|
|
|
1,000
|
|
|
1,000
|
|
Fiat Chrysler Finance Europe S.A.
|
|
EUR
|
|
1,000
|
|
|
7.750
|
%
|
|
October 17, 2016
|
|
1,000
|
|
|
1,000
|
|
|
1,000
|
|
Fiat Chrysler Finance Europe S.A.
|
|
CHF
|
|
400
|
|
|
5.250
|
%
|
|
November 23, 2016
|
|
383
|
|
|
333
|
|
|
326
|
|
Fiat Chrysler Finance Europe S.A.
|
|
EUR
|
|
850
|
|
|
7.000
|
%
|
|
March 23, 2017
|
|
850
|
|
|
850
|
|
|
850
|
|
Fiat Chrysler Finance North America Inc.
|
|
EUR
|
|
1,000
|
|
|
5.625
|
%
|
|
June 12, 2017
|
|
1,000
|
|
|
1,000
|
|
|
1,000
|
|
Fiat Chrysler Finance Europe S.A.
|
|
CHF
|
|
450
|
|
|
4.000
|
%
|
|
November 22, 2017
|
|
430
|
|
|
374
|
|
|
367
|
|
Fiat Chrysler Finance Europe S.A.
|
|
EUR
|
|
1,250
|
|
|
6.625
|
%
|
|
March 15, 2018
|
|
1,250
|
|
|
1,250
|
|
|
1,250
|
|
Fiat Chrysler Finance Europe S.A.
|
|
EUR
|
|
600
|
|
|
7.375
|
%
|
|
July 9, 2018
|
|
600
|
|
|
600
|
|
|
600
|
|
Fiat Chrysler Finance Europe S.A.
|
|
CHF
|
|
250
|
|
|
3.125
|
%
|
|
September 30, 2019
|
|
239
|
|
|
208
|
|
|
—
|
|
Fiat Chrysler Finance Europe S.A.
|
|
EUR
|
|
1,250
|
|
|
6.750
|
%
|
|
October 14, 2019
|
|
1,250
|
|
|
1,250
|
|
|
1,250
|
|
Fiat Chrysler Finance Europe S.A.
|
|
EUR
|
|
1,000
|
|
|
4.750
|
%
|
|
March 22, 2021
|
|
1,000
|
|
|
1,000
|
|
|
—
|
|
Fiat Chrysler Finance Europe S.A.
|
|
EUR
|
|
1,350
|
|
|
4.750
|
%
|
|
July 15, 2022
|
|
1,350
|
|
|
1,350
|
|
|
—
|
|
Others
|
|
EUR
|
|
7
|
|
|
|
|
|
|
7
|
|
|
7
|
|
|
7
|
|
|
Total Global Medium Term Notes
|
|
|
|
|
|
|
|
|
|
10,765
|
|
|
12,075
|
|
|
11,646
|
|
||
Other bonds:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
FCA US (Secured Senior Notes) *
|
|
U.S.$
|
|
2,875
|
|
|
8.000
|
%
|
|
June 15, 2019
|
|
2,672
|
|
|
2,368
|
|
|
1,088
|
|
FCA US (Secured Senior Notes)
|
|
U.S.$
|
|
3,080
|
|
|
8.250
|
%
|
|
June 15, 2021
|
|
2,863
|
|
|
2,537
|
|
|
1,232
|
|
Total other bonds
|
|
|
|
|
|
|
|
|
|
5,535
|
|
|
4,905
|
|
|
2,320
|
|
||
Hedging effect and amortized cost valuation
|
|
|
|
|
|
675
|
|
|
668
|
|
|
500
|
|
||||||
Total bonds
|
|
|
|
|
|
|
|
|
|
16,975
|
|
|
17,648
|
|
|
14,466
|
|
•
|
Prior to June 15, 2015, the 2019 Notes will be redeemable at a price equal to the principal amount of the 2019 Notes being redeemed, plus accrued and unpaid interest to the date of redemption and a “make-whole” premium calculated under the indenture governing these notes. On and after June 15, 2015, the 2019 Notes are redeemable at redemption prices specified in the 2019 Notes, plus accrued and unpaid interest to the date of redemption. The redemption price is initially 104.0 percent of the principal amount of the 2019 Notes being redeemed for the twelve months beginning June 15, 2015, decreasing to 102.0 percent for the twelve months beginning June 15, 2016 and to par on and after June 15, 2017.
|
•
|
Prior to June 15, 2016, the 2021 Notes will be redeemable at a price equal to the principal amount of the 2021 Notes being redeemed, plus accrued and unpaid interest to the date of redemption and a “make-whole” premium calculated under the indenture governing these notes. On and after June 15, 2016, the 2021 Notes are redeemable at redemption prices specified in the 2021 Notes, plus accrued and unpaid interest to the date of redemption. The redemption price is initially 104.125 percent of the principal amount of the 2021 Notes being redeemed for the twelve months beginning June 15, 2016, decreasing to 102.750 percent for the twelve months beginning June 15, 2017, to 101.375 percent for the twelve months beginning June 15, 2018 and to par on and after June 15, 2019.
|
|
Payments due by period
|
|||||||||||||
(€ million)
|
Total
|
|
Less than 1 year
|
|
1-3 years
|
|
3-5 years
|
|
More than
5 years |
|||||
Long-term debt
(1)
|
29,622
|
|
|
4,296
|
|
|
10,903
|
|
|
8,205
|
|
|
6,218
|
|
Capital Lease Obligations
(2)
|
630
|
|
|
81
|
|
|
158
|
|
|
157
|
|
|
234
|
|
Interest on long-term financial liabilities
(3)
|
6,682
|
|
|
1,777
|
|
|
2,667
|
|
|
1,462
|
|
|
776
|
|
Operating Lease Obligations
(4)
|
815
|
|
|
161
|
|
|
263
|
|
|
173
|
|
|
218
|
|
Unconditional minimum purchase obligations
(5)
|
1,349
|
|
|
355
|
|
|
523
|
|
|
303
|
|
|
168
|
|
Purchase Obligations
(6)
|
3,039
|
|
|
2,920
|
|
|
119
|
|
|
—
|
|
|
—
|
|
Pension contribution requirements
(7)
|
87
|
|
|
87
|
|
|
—
|
|
|
—
|
|
|
—
|
|
Total
|
42,224
|
|
|
9,677
|
|
|
14,633
|
|
|
10,300
|
|
|
7,614
|
|
|
(1)
|
Amounts presented relate to the principal amounts of long-term debt and exclude the related interest expense that will be paid when due, fair value adjustments, discounts, premiums and loan origination fees. For additional information see Note 27 in the Consolidated Financial Statements included elsewhere in this Prospectus. The table above does not include short term debt obligations. See the table below for a reconciliation of the information to Note 27 in the Consolidated Financial Statements.
|
(2)
|
Capital lease obligations consist mainly of industrial buildings and plant, machinery and equipment used in our business. The amounts reported include the minimum future lease payments and payment commitments due under such leases. See Note 27 in the Consolidated Financial Statements included elsewhere in this Prospectus.
|
(3)
|
Amounts include interest payments based on contractual terms and current interest rates on our debt and capital lease obligations. Interest rates based on variable rates included above were determined using the current interest rates in effect at December 31, 2014.
|
(4)
|
Operating lease obligations mainly relate to leases for commercial and industrial properties used in our business. The amounts reported above include the minimum rental and payment commitments due under such leases.
|
(5)
|
Unconditional minimum purchase obligations relate to our unconditional purchase obligations to purchase a fixed or minimum quantity of goods and/or services from suppliers with fixed and determinable price provisions. From time to time, in the ordinary course of our business, we enter into various arrangements with key suppliers in order to establish strategic and technological advantages.
|
(6)
|
Purchase obligations comprise (i) the repurchase price guaranteed to certain customers on sales with a buy-back commitment in an aggregate amount of €776 million and (ii) commitments to purchase tangible fixed assets, mainly in connection with planned capital expenditure of various group companies, in an aggregate amount of approximately €2,263 million.
|
(7)
|
Pension contribution requirements are based on the estimate of our minimum funding requirements under our funded pension plans. We expect pension contributions to be approximately €284 million in 2015. We may elect to make contributions in excess of the minimum funding requirements. We plan to make discretionary contributions to such plans of €197 million in 2015 and €87 million will be made to satisfy minimum funding requirements. Our minimum funding requirements after 2015 will depend on several factors, including investment performance and interest rates. Therefore, the above excludes payments beyond 2015, since we cannot predict with reasonable reliability the timing and amounts of future minimum funding requirements.
|
|
At December 31,
|
||||
|
2014
|
|
2013
|
||
|
(€ million)
|
||||
Present value of defined benefit obligations:
|
|
|
|
||
Pension benefits
|
27,287
|
|
|
23,137
|
|
Health care and life insurance plans
|
2,276
|
|
|
1,945
|
|
Other post-employment benefits
|
1,074
|
|
|
1,023
|
|
Total present value of defined benefit obligations
|
30,637
|
|
|
26,105
|
|
|
|
|
|
||
Fair value of plan assets
|
22,231
|
|
|
18,982
|
|
Asset ceiling
|
6
|
|
|
3
|
|
Total net defined benefit plans
|
8,412
|
|
|
7,126
|
|
|
|
|
|
||
of which:
|
|
|
|
||
Net defined benefit liability (a)
|
8,516
|
|
|
7,221
|
|
(Defined benefit plan asset)
|
(104
|
)
|
|
(95
|
)
|
|
|
|
|
||
Other provisions for employees and liabilities for share-based payments (b)
|
1,076
|
|
|
1,105
|
|
Total Provisions for employee benefits (a + b)
|
9,592
|
|
|
8,326
|
|
•
|
the foreign currency exchange rate risk on financial instruments denominated in foreign currency; and
|
•
|
the interest rate risk on fixed rate loans and borrowings.
|
•
|
the exchange rate at which forecasted transactions denominated in foreign currencies will be accounted for;
|
•
|
the interest paid on borrowings, both to match the fixed interest received on loans (customer financing activity), and to achieve a targeted mix of floating versus fixed rate funding structured loans; and
|
•
|
the price of certain commodities.
|
•
|
where a Group company incurs costs in a currency different from that of its revenues, any change in exchange rates can affect the operating results of that company. In 2014, the total trade flows exposed to foreign currency exchange rate risk amounted to the equivalent of 15 percent of our turnover;
|
•
|
the principal exchange rates to which we are exposed are the following:
|
(i)
|
NAFTA
: our operations to support distribution and sale of mass-market vehicles in the United States, Canada, Mexico and Caribbean islands, the segment that we refer to as NAFTA, primarily through the Chrysler, Dodge, Fiat, Jeep and Ram brands.
|
(ii)
|
LATAM
: our operations to support the distribution and sale of mass-market vehicles in South and Central America , the segment that we refer to as LATAM, primarily under the Chrysler, Dodge, Fiat, Jeep and Ram brands, with the largest focus of our business in the LATAM segment in Brazil and Argentina.
|
(iii)
|
APAC
: our operations to support the distribution and sale of mass-market vehicles in the Asia Pacific region (mostly in China, Japan, Australia, South Korea and India), the segment we refer to as APAC, carried out in the region through both subsidiaries and joint ventures, primarily under the Abarth, Alfa Romeo, Chrysler, Dodge, Fiat and Jeep brands.
|
(iv)
|
EMEA
: our operations to support the distribution and sale of mass-market vehicles in Europe (which includes the 28 members of the European Union and the members of the European Free Trade Association), the Middle East and Africa, the segment we refer to as EMEA, primarily under the Abarth, Alfa Romeo, Chrysler, Fiat, Fiat Professional, Jeep and Lancia brand names.
|
(v)
|
Ferrari
: the design, engineering, development, manufacturing, worldwide distribution and sale of luxury vehicles under the Ferrari brand. On October 29, 2014, we announced our intention to separate Ferrari from FCA. See “Management’s Discussion and Analysis of Financial Condition and Results of Operations—Recent Developments.”
|
(vi)
|
Maserati
: the design, engineering, development, manufacturing, worldwide distribution and sale of luxury vehicles under the Maserati brand.
|
(vii)
|
Components
: production and sale of lighting components, engine control units, suspensions, shock absorbers, electronic systems, and exhaust systems and activities in powertrain (engine and transmissions) components, engine control units, plastic molding components and in the after-market carried out under the Magneti Marelli brand name; cast iron components for engines, gearboxes, transmissions and suspension systems, and aluminum cylinder heads under the Teksid brand name; and design and production of industrial automation systems and related products for the automotive industry under the Comau brand name.
|
|
NAFTA
|
|
LATAM
|
|
APAC
|
|
EMEA
|
Abarth
|
|
|
|
|
|
|
X
|
Alfa Romeo
|
X
|
|
|
|
X
|
|
X
|
Chrysler
|
X
|
|
X
|
|
X
|
|
X
|
Dodge
|
X
|
|
X
|
|
X
|
|
|
Fiat
|
X
|
|
X
|
|
X
|
|
X
|
Fiat Professional
|
|
|
|
|
X
|
|
X
|
Jeep
|
X
|
|
X
|
|
X
|
|
X
|
Lancia
|
|
|
|
|
|
|
X
|
Ram
|
X
|
|
X
|
|
|
|
|
•
|
Abarth
: Abarth, named after the company founded by Carlo Abarth in 1949, specializes in performance modification for on-road sports cars since the brand’s re-launch in 2007 through performance modifications on classic Fiat models such as the 500 (including the 2012 launch of the Fiat 500 Abarth) and Punto, as well as limited edition models that combine design elements from luxury brands such as the 695 Edizione Maserati and 695 Tributo Ferrari, for consumers seeking customized vehicles with steering and suspension geared towards racing.
|
•
|
Alfa Romeo
: Alfa Romeo, founded in 1910, and part of the Group since 1986, is known for a long, sporting tradition and Italian design. Vehicles currently range from the three door premium MiTo and the lightweight sports car, the 4c, to the compact car, the Giulietta. The Alfa Romeo brand is intended to appeal to drivers seeking high-level performance and handling combined with attractive and distinctive appearance.
|
•
|
Chrysler
: Chrysler, named after the company founded by Walter P. Chrysler in 1925, aims to create vehicles with distinctive design, craftsmanship, intuitive innovation and technology standing as a leader in design, engineering and value, with a range of vehicles from mid-size sedans (Chrysler 200) to full size sedans (Chrysler 300) and minivans (Town & Country).
|
•
|
Dodge
: With a traditional focus on “muscle car” performance vehicles, the Dodge brand, which began production in 1914, offers a full line of cars, CUVs and minivans, mainly in the mid-size and large size vehicle market, that are sporty, functional and innovative, intended to offer an excellent value for families looking for high performance, dependability and functionality in everyday driving situations.
|
•
|
Fiat
: Fiat brand cars have been produced since 1899. The brand has historically been strong in Europe and the LATAM region and is currently primarily focused on the mini and small vehicle segments. Current models include the mini-segment 500 and Panda and the small-segment Punto. The brand aims to make cars that are flexible, easy to drive, affordable and energy efficient. The brand reentered the U.S. market in 2011 with the 500 model and, in 2013, the 500L model. Fiat continued expansion of the 500 family, with the introduction of the 500X crossover, which debuted at the Paris Motor Show in October 2014. Fiat also recently launched the new Uno and the new Palio in the LATAM region.
|
•
|
Fiat Professional
: Fiat Professional, launched in 2007 to replace the “Fiat Veicoli Commerciali” brand, offers light commercial vehicles and MPVs ranging from large vans (capable of carrying up to 4.2 tons) such as the Ducato, to panel vans such as the Doblò and Fiorino for commercial use by small to medium size business and public institutions. Fiat Professional vehicles are often readily fitted as ambulances, tow trucks, school buses and people carriers (especially suitable for narrow streets) and as recreational vehicles such as campers and motor homes, where Fiat Professional is the market leader.
|
•
|
Jeep
: Jeep, founded in 1941, is a globally recognized brand focused exclusively on the SUV and off-road vehicles market. The Jeep Grand Cherokee is the most awarded SUV ever. The brand’s appeal builds on its heritage associated with the outdoors and adventurous lifestyles, combined with the safety and versatility features of the brand’s modern vehicles. Jeep introduced the all-new 2014 Jeep Cherokee in October 2013 and recently unveiled the Jeep Renegade, a small segment SUV designed in the U.S. and manufactured in Italy. Jeep set an all-time brand record in 2014 with over one million vehicles sold.
|
•
|
Lancia
: Lancia, founded in 1906, and part of the Group since 1969, covers the spectrum of small segment cars and is targeted towards the Italian market.
|
•
|
Ram
: Ram, established as a standalone brand separate from Dodge in 2009, offers a line of full-size trucks, including light- and heavy-duty pick-up trucks such as the Ram 1500 pick-up truck, which recently became the first truck to be named Motor Trend’s “Truck of the Year” for two consecutive years, and cargo vans. By investing substantially in new products, infusing them with great looks, refined interiors, durable engines and features that further enhance their capabilities, we believe Ram has emerged as a market leader in full size pick-up trucks. Ram customers, from half-ton to commercial, have a demanding range of needs and require their vehicles to provide high levels of capability.
|
•
|
consumer tastes, trends and preferences for certain vehicle types which varies based on geographic region, as well as regulatory requirements affecting our ability to meet consumer demands in those regions;
|
•
|
demographic trends, such as age of population and rate of family formation;
|
•
|
economic factors that affect preferences for optional features, affordability and fuel efficiency;
|
•
|
competitive environment, in terms of quantity and quality of competitors’ vehicles offered within a particular segment;
|
•
|
our brand portfolio, as each of our brands targets a different group of consumers, with the goal of avoiding overlapping product offerings or creating internal competition among brands and products;
|
•
|
our ability to leverage synergies with existing brands, products, platforms and distribution channels;
|
•
|
development of a diversified portfolio of innovative technology solutions for both conventional engine technologies and alternative fuels and propulsion systems; and
|
•
|
manufacturing capacity, regulatory requirements and other factors that impact product development, including ability to minimize time-to-market for new vehicle launches.
|
|
|
For the Three Months Ended March 31,
|
||||
Segment
|
|
2015
|
|
2014
|
||
|
|
Millions of units
|
||||
NAFTA
|
|
0.6
|
|
|
0.6
|
|
LATAM
|
|
0.2
|
|
|
0.2
|
|
APAC
|
|
0.1
|
|
|
0.06
|
|
EMEA
|
|
0.3
|
|
|
0.3
|
|
Total Mass-Market Brands
|
|
1.1
|
|
|
1.1
|
|
Ferrari
|
|
0.002
|
|
|
0.002
|
|
Maserati
|
|
0.006
|
|
|
0.007
|
|
Total Worldwide
|
|
1.1
|
|
|
1.1
|
|
|
|
For the Years Ended December 31,
|
|||||||
Segment
|
|
2014
|
|
2013
|
|
2012
|
|||
|
|
Millions of units
|
|||||||
NAFTA
|
|
2.5
|
|
|
2.1
|
|
|
2.0
|
|
LATAM
|
|
0.8
|
|
|
0.9
|
|
|
1.0
|
|
APAC
|
|
0.3
|
|
|
0.2
|
|
|
0.1
|
|
EMEA
|
|
1.2
|
|
|
1.1
|
|
|
1.2
|
|
Total Mass-Market Brands
|
|
4.8
|
|
|
4.4
|
|
|
4.3
|
|
Ferrari
|
|
—
|
|
|
—
|
|
|
—
|
|
Maserati
|
|
0.04
|
|
|
0.02
|
|
|
0.01
|
|
Total Worldwide
|
|
4.8
|
|
|
4.4
|
|
|
4.3
|
|
|
|
For the Three Months Ended March 31,
|
||||||||||
|
|
2015
(1),(2)
|
|
2014
(1),(2)
|
||||||||
NAFTA
|
|
Group Sales
|
|
Market Share
|
|
Group Sales
|
|
Market Share
|
||||
|
|
Thousands of units (except percentages)
|
||||||||||
U.S.
|
|
506
|
|
|
12.5
|
%
|
|
476
|
|
|
12.5
|
%
|
Canada
|
|
62
|
|
|
16.4
|
%
|
|
61
|
|
|
16.6
|
%
|
Mexico
|
|
19
|
|
|
6.2
|
%
|
|
19
|
|
|
7.2
|
%
|
Total
|
|
587
|
|
|
12.4
|
%
|
|
555
|
|
|
12.5
|
%
|
(1)
|
Certain fleet sales that are accounted for as operating leases are included in vehicle sales.
|
(2)
|
Our estimated market share data presented are based on management’s estimates of industry sales data, which use certain data provided by third-party sources, including IHS Global Insight and Ward’s Automotive.
|
|
|
For the Years Ended December 31,
|
||||||||||||||||
|
|
2014
(1),(2)
|
|
2013
(1),(2)
|
|
2012
(1),(2)
|
||||||||||||
NAFTA
|
|
Group Sales
|
|
Market Share
|
|
Group Sales
|
|
Market Share
|
|
Group Sales
|
|
Market Share
|
||||||
|
|
Thousands of units (except percentages)
|
||||||||||||||||
U.S.
|
|
2,091
|
|
|
12.4
|
%
|
|
1,800
|
|
|
11.4
|
%
|
|
1,652
|
|
|
11.2
|
%
|
Canada
|
|
290
|
|
|
15.4
|
%
|
|
260
|
|
|
14.6
|
%
|
|
244
|
|
|
14.2
|
%
|
Mexico
|
|
78
|
|
|
6.7
|
%
|
|
87
|
|
|
7.9
|
%
|
|
93
|
|
|
9.1
|
%
|
Total
|
|
2,459
|
|
|
12.4
|
%
|
|
2,148
|
|
|
11.5
|
%
|
|
1,989
|
|
|
11.3
|
%
|
(1)
|
Certain fleet sales that are accounted for as operating leases are included in vehicle sales.
|
(2)
|
Our estimated market share data presented are based on management’s estimates of industry sales data, which use certain data provided by third-party sources, including IHS Global Insight and Ward’s Automotive.
|
Distribution Relationships
|
|
At December 31,
|
||||
|
|
2014
|
|
2013
|
|
2012
|
NAFTA
|
|
3,251
|
|
3,204
|
|
3,156
|
|
|
For the Three Months Ended March 31,
|
||||||
|
|
2015
(1)
|
|
2014
(1)
|
||||
LATAM
|
|
Group Sales
|
|
Market Share
|
|
Group Sales
|
|
Market Share
|
|
|
Thousand of units (except percentages)
|
||||||
Brazil
|
|
128
|
|
19.7%
|
|
176
|
|
22.7%
|
Argentina
|
|
19
|
|
12.6%
|
|
28
|
|
13.2%
|
Other LATAM
|
|
6
|
|
2.5%
|
|
10
|
|
3.2%
|
Total
|
|
153
|
|
14.5%
|
|
214
|
|
16.4%
|
(1)
|
Our estimated market share data presented are based on management’s estimates of industry sales data, which use certain data provided by third-party sources, including IHS Global Insight, National Organization of Automotive Vehicles Distribution and Association of Automotive Producers.
|
|
|
For the Years Ended December 31,
|
||||||||||
|
|
2014
(1)
|
|
2013
(1)
|
|
2012
(1)
|
||||||
LATAM
|
|
Group Sales
|
|
Market Share
|
|
Group Sales
|
|
Market Share
|
|
Group Sales
|
|
Market Share
|
|
|
Thousands of units (except percentages)
|
||||||||||
Brazil
|
|
706
|
|
21.2%
|
|
771
|
|
21.5%
|
|
845
|
|
23.3%
|
Argentina
|
|
88
|
|
13.4%
|
|
111
|
|
12.0%
|
|
85
|
|
10.6%
|
Other LATAM
|
|
37
|
|
3.0%
|
|
51
|
|
3.6%
|
|
51
|
|
3.7%
|
Total
|
|
830
|
|
16.0%
|
|
933
|
|
15.8%
|
|
982
|
|
16.8%
|
(1)
|
Our estimated market share data presented are based on management’s estimates of industry sales data, which use certain data provided by third-party sources, including IHS Global Insight, National Organization of Automotive Vehicles Distribution and Association of Automotive Producers.
|
Brazil
|
|
For the Years Ended December 31,
|
||||
|
|
2014
(1)
|
|
2013
(1)
|
|
2012
(1)
|
Automaker
|
|
Percentage of industry
|
||||
FCA
|
|
21.2%
|
|
21.5%
|
|
23.3%
|
Volkswagen (*)
|
|
17.7%
|
|
18.8%
|
|
21.2%
|
GM
|
|
17.4%
|
|
18.1%
|
|
17.7%
|
Ford
|
|
9.2%
|
|
9.4%
|
|
8.9%
|
Other
|
|
34.5%
|
|
32.2%
|
|
28.9%
|
Total
|
|
100.0%
|
|
100.0%
|
|
100.0%
|
(1)
|
Our estimated market share data presented are based on management’s estimates of industry sales data, which use certain data provided by third-party sources, including IHS Global Insight, National Organization of Automotive Vehicles Distribution and Association of Automotive Producers.
|
(*)
|
Including Audi.
|
Distribution Relationships
|
|
At December 31,
|
||||
|
|
2014
|
|
2013
|
|
2012
|
LATAM
|
|
441
|
|
450
|
|
436
|
|
|
For the Three Months Ended March 31,
|
||||||||
|
|
2015
(1),(2)
|
|
2014
(1),(2)
|
||||||
APAC
|
|
Group Sales
|
|
Market Share
|
|
Group Sales
|
|
Market Share
|
||
|
|
Thousands of units (except percentages)
|
||||||||
China
|
|
39
|
|
|
0.8%
|
|
36
|
|
|
0.8%
|
India
(3)
|
|
2
|
|
|
0.3%
|
|
4
|
|
|
0.6%
|
Australia
|
|
11
|
|
|
4.0%
|
|
10
|
|
|
3.8%
|
Japan
|
|
5
|
|
|
0.3%
|
|
5
|
|
|
0.3%
|
South Korea
|
|
2
|
|
|
0.5%
|
|
1
|
|
|
0.4%
|
APAC 5 major Markets
|
|
58
|
|
|
8.0%
|
|
57
|
|
|
0.8%
|
Other APAC
|
|
1
|
|
|
—
|
|
1
|
|
|
—
|
Total
|
|
59
|
|
|
—
|
|
59
|
|
|
—
|
(1)
|
Our estimated market share data presented are based on management’s estimates of industry sales data, which use certain data provided by third-party sources, including R.L. Polk Data, and National Automobile Manufacturing Associations.
|
(2)
|
Sales data include vehicles sold by certain of our joint ventures within the Chinese and, until 2012, the Indian market. Beginning in 2013, we took over the distribution from the joint venture partner and we started distributing vehicles in India through wholly-owned subsidiaries.
|
(3)
|
India market share is based on wholesale volumes.
|
|
|
For the Years Ended December 31,
|
|||||||||||||
|
|
2014
(1),(2)
|
|
2013
(1),(2)
|
|
2012
(1),(2)
|
|||||||||
APAC
|
|
Group Sales
|
|
Market Share
|
|
Group Sales
|
|
Market Share
|
|
Group Sales
|
|
Market Share
|
|||
|
|
Thousands of units (except percentages)
|
|||||||||||||
China
|
|
182
|
|
|
1.0%
|
|
129
|
|
|
0.8%
|
|
57
|
|
|
0.4%
|
India
(3)
|
|
12
|
|
|
0.5%
|
|
10
|
|
|
0.4%
|
|
11
|
|
|
0.4%
|
Australia
|
|
44
|
|
|
4.0%
|
|
34
|
|
|
3.1%
|
|
23
|
|
|
2.1%
|
Japan
|
|
18
|
|
|
0.4%
|
|
16
|
|
|
0.4%
|
|
15
|
|
|
0.3%
|
South Korea
|
|
6
|
|
|
0.5%
|
|
5
|
|
|
0.4%
|
|
4
|
|
|
0.3%
|
APAC 5 major Markets
|
|
262
|
|
|
0.9%
|
|
194
|
|
|
0.7%
|
|
109
|
|
|
0.5%
|
Other APAC
|
|
5
|
|
|
—
|
|
6
|
|
|
—
|
|
6
|
|
|
—
|
Total
|
|
267
|
|
|
—
|
|
199
|
|
|
—
|
|
115
|
|
|
—
|
(1)
|
Our estimated market share data presented are based on management’s estimates of industry sales data, which use certain data provided by third-party sources, including R.L. Polk Data, and National Automobile Manufacturing Associations.
|
(2)
|
Sales data include vehicles sold by certain of our joint ventures within the Chinese and, until 2012, the Indian market. Beginning in 2013, we took over the distribution from the joint venture partner and we started distributing vehicles in India through wholly-owned subsidiaries.
|
(3)
|
India market share is based on wholesale volumes.
|
Distribution Relationships
|
|
At December 31,
|
||||
|
|
2014
|
|
2013
|
|
2012
|
APAC
|
|
729
|
|
671
|
|
470
|
|
|
For the Three Months Ended March 31,
|
||||||
|
|
2015
(1),(2),(3)
|
|
2014
(1),(2),(3)
|
||||
|
Group Sales
|
|
Market Share
|
|
Group Sales
|
|
Market Share
|
|
|
|
Thousands of units (except percentages)
|
||||||
Italy
|
|
121
|
|
28.3%
|
|
106
|
|
28.1%
|
Germany
|
|
21
|
|
2.8%
|
|
18
|
|
2.6%
|
UK
|
|
23
|
|
3.1%
|
|
22
|
|
3.2%
|
France
|
|
18
|
|
3.7%
|
|
16
|
|
3.6%
|
Spain
|
|
13
|
|
4.8%
|
|
9
|
|
4.3%
|
Other Europe
|
|
29
|
|
3.1%
|
|
31
|
|
3.3%
|
Europe*
|
|
225
|
|
6.2%
|
|
202
|
|
6.0%
|
Other EMEA**
|
|
27
|
|
—
|
|
26
|
|
—
|
Total
|
|
252
|
|
—
|
|
228
|
|
—
|
*
|
28 members of the European Union and members of the European Free Trade Association (other than Italy, Germany, UK, France, and Spain).
|
**
|
Market share not included in Other EMEA because our presence is less than one percent.
|
(1)
|
Certain fleet sales accounted for as operating leases are included in vehicle sales.
|
(2)
|
Our estimated market share data is presented based on the European Automobile Manufacturers Association (ACEA) Registration Databases and national Registration Offices databases.
|
(3)
|
Sale data includes vehicle sales by our joint venture in Turkey.
|
*
|
28 members of the European Union and members of the European Free Trade Association (other than Italy, Germany, UK, France, and Spain).
|
**
|
Market share not included in Other EMEA because our presence is less than one percent.
|
(1)
|
Certain fleet sales accounted for as operating leases are included in vehicle sales.
|
(2)
|
Our estimated market share data is presented based on the European Automobile Manufacturers Association (ACEA) Registration Databases and national Registration Offices databases.
|
(3)
|
Sale data includes vehicle sales by our joint venture in Turkey.
|
*
|
28 members of the European Union and members of the European Free Trade Association.
|
**
|
Market share not included in Other EMEA because our presence is less than one percent.
|
(1)
|
Certain fleet sales accounted for as operating leases are included in vehicle sales.
|
(2)
|
Our estimated market share data is presented based on the national Registration Offices databases on products categorized under light commercial vehicles.
|
(3)
|
Sale data includes vehicle sales by our joint venture in Turkey.
|
|
|
For the Years Ended December 31,
|
||||||||||
|
|
2014
(1),(2),(3)
|
|
2013
(1),(2),(3)
|
|
2012
(1),(2),(3)
|
||||||
|
Group Sales
|
|
Market Share
|
|
Group Sales
|
|
Market Share
|
|
Group Sales
|
|
Market Share
|
|
|
|
Thousands of units (except percentages)
|
||||||||||
Europe*
|
|
197
|
|
11.5%
|
|
182
|
|
11.6%
|
|
185
|
|
11.7%
|
Other EMEA**
|
|
68
|
|
—
|
|
68
|
|
—
|
|
72
|
|
—
|
Total
|
|
265
|
|
—
|
|
250
|
|
—
|
|
257
|
|
—
|
*
|
28 members of the European Union and members of the European Free Trade Association.
|
**
|
Market share not included in Other EMEA because our presence is less than one percent.
|
(1)
|
Certain fleet sales accounted for as operating leases are included in vehicle sales.
|
(2)
|
Our estimated market share data is presented based on the national Registration Offices databases on products categorized under light commercial vehicles.
|
(3)
|
Sale data includes vehicle sales by our joint venture in Turkey.
|
|
|
For the Years Ended December 31,
|
|||||||
Europe-Passenger Cars
|
|
2014
(*)
|
|
2013
(*)
|
|
2012
(**)
|
|||
Automaker
|
|
Percentage of industry
|
|||||||
Volkswagen
|
|
25.5
|
%
|
|
25.1
|
%
|
|
24.8
|
%
|
PSA
|
|
10.7
|
%
|
|
10.9
|
%
|
|
11.7
|
%
|
Renault
|
|
9.5
|
%
|
|
8.9
|
%
|
|
8.4
|
%
|
GM
|
|
7.1
|
%
|
|
7.9
|
%
|
|
8.1
|
%
|
Ford
|
|
7.3
|
%
|
|
7.3
|
%
|
|
7.5
|
%
|
BMW
|
|
6.4
|
%
|
|
6.4
|
%
|
|
6.4
|
%
|
FCA
|
|
5.9
|
%
|
|
6.0
|
%
|
|
6.4
|
%
|
Daimler
|
|
5.4
|
%
|
|
5.5
|
%
|
|
5.2
|
%
|
Toyota
|
|
4.3
|
%
|
|
4.4
|
%
|
|
4.3
|
%
|
Other
|
|
17.9
|
%
|
|
17.6
|
%
|
|
17.2
|
%
|
Total
|
|
100.0
|
%
|
|
100.0
|
%
|
|
100.0
|
%
|
*
|
Including all 28 European Union (EU) Member States and the 4 European Free Trade Association, or EFTA member states.
|
**
|
Including all 27 European Union (EU) Member States and the 4 European Free Trade Association, or EFTA member states.
|
(1)
|
Market share data is presented based on the European Automobile Manufacturers Association, or ACEA Registration Databases, which also includes Ferrari and Maserati within our Group.
|
Distribution Relationships
|
|
At December 31,
|
||||
|
|
2014
|
|
2013
|
|
2012
|
EMEA
|
|
2,143
|
|
2,300
|
|
2,495
|
|
As a percentage of 2014 sales
|
As a percentage of 2013 sales
|
As a percentage of 2012 sales
|
Europe Top 5 countries
(1)
|
30%
|
30%
|
34%
|
U.S.
|
30%
|
29%
|
25%
|
Japan
|
6%
|
5%
|
5%
|
China, Hong Kong & Taiwan
|
9%
|
10%
|
10%
|
Other countries
|
25%
|
26%
|
26%
|
Total
|
100%
|
100%
|
100%
|
(1)
|
Europe Top 5 Countries by sales, includes Italy, UK, Germany, France and Switzerland.
|
|
As a percentage of 2014 sales
|
As a percentage of 2013 sales
|
As a percentage of 2012 sales
|
Europe Top 4 countries
(1)
|
13%
|
9%
|
12%
|
U.S.
|
39%
|
41%
|
43%
|
Japan
|
4%
|
4%
|
5%
|
China
|
25%
|
26%
|
15%
|
Other countries
|
19%
|
20%
|
25%
|
Total
|
100%
|
100%
|
100%
|
(1)
|
Europe Top 4 Countries by sales, includes Italy, UK, Germany and Switzerland.
|
|
|
For the Years Ended December 31,
|
|||||||
|
|
2014
|
|
2013
|
|
2012
|
|||
|
|
(€ million)
|
|||||||
Research and development costs expensed during the year
|
|
1,398
|
|
|
1,325
|
|
|
1,180
|
|
Internal development costs capitalized during the year
|
|
725
|
|
|
480
|
|
|
591
|
|
External development costs capitalized during the year
|
|
1,542
|
|
|
1,562
|
|
|
1,547
|
|
Total research and development expenditures
|
|
3,665
|
|
|
3,367
|
|
|
3,318
|
|
|
|
For the Years Ended December 31,
|
|||||||
|
|
2014
|
|
2013
|
|
2012
|
|||
|
|
(€ million)
|
|||||||
Research and development capitalized
|
|
2,267
|
|
|
2,042
|
|
|
2,138
|
|
Research and development costs expensed during the year
|
|
1,398
|
|
|
1,325
|
|
|
1,180
|
|
Total research and development expenditures
|
|
3,665
|
|
|
3,367
|
|
|
3,318
|
|
Research and development costs expensed during the year
|
|
1,398
|
|
|
1,325
|
|
|
1,180
|
|
Amortization of capitalized development costs
|
|
1,057
|
|
|
887
|
|
|
621
|
|
Write-down of costs previously capitalized
|
|
82
|
|
|
24
|
|
|
57
|
|
Total research and development expenditures
|
|
2,537
|
|
|
2,236
|
|
|
1,858
|
|
•
|
the Research Agenda, defining medium-long term priorities and enabling technologies and relevant action plans at global and regional level;
|
•
|
the road maps, showing the development and vehicle application of innovative systems and components, which in 2014 were upgraded from regional to global context, with the cooperation and full agreement of the four regions.
|
•
|
Performance and Leadership Management, an appraisal system adopted worldwide to assess our manager, professional and salaried employees, and evaluation of our hourly workers through WCM performance management metrics;
|
•
|
talent management and succession planning, aimed at identifying the most talented employees and fast-tracking their development;
|
•
|
training and skill-building initiatives;
|
•
|
internal recruitment programs to foster cross-sector and intercompany transfers;
|
•
|
employee satisfaction and engagement surveys to monitor satisfaction levels, needs and requests of employees; and
|
•
|
flexible work arrangements, commuting programs and dedicated wellness programs.
|
|
Hourly
|
|
Salaried
|
|
Total
|
|||||||||||||||||||||
|
2014
|
|
2013
|
|
2012
|
|
2014
|
|
2013
|
|
2012
|
|
2014
|
|
2013
|
|
2012
|
|||||||||
Europe
|
55,690
|
|
|
57,137
|
|
|
57,576
|
|
|
32,371
|
|
|
31,893
|
|
|
31,049
|
|
|
88,061
|
|
|
89,030
|
|
|
88,625
|
|
North America
|
63,541
|
|
|
60,145
|
|
|
54,356
|
|
|
21,980
|
|
|
21,220
|
|
|
19,357
|
|
|
85,521
|
|
|
81,365
|
|
|
73,713
|
|
Latin America
|
37,258
|
|
|
38,826
|
|
|
38,695
|
|
|
9,974
|
|
|
9,480
|
|
|
8,254
|
|
|
47,232
|
|
|
48,306
|
|
|
46,949
|
|
Asia
|
2,636
|
|
|
2,696
|
|
|
2,161
|
|
|
5,065
|
|
|
4,003
|
|
|
3,199
|
|
|
7,701
|
|
|
6,699
|
|
|
5,360
|
|
Rest of the world
|
6
|
|
|
25
|
|
|
25
|
|
|
169
|
|
|
162
|
|
|
164
|
|
|
175
|
|
|
187
|
|
|
189
|
|
Total
|
159,131
|
|
|
158,829
|
|
|
152,813
|
|
|
69,559
|
|
|
66,758
|
|
|
62,023
|
|
|
228,690
|
|
|
225,587
|
|
|
214,836
|
|
Country
|
|
Location
|
|
Covered Area
(square meters) |
|
NAFTA
|
|
|
|
|
|
U.S.
|
|
Belvidere
|
|
357,888
|
|
U.S.
|
|
Jefferson North
|
|
199,596
|
|
U.S.
|
|
Sterling Heights
|
|
233,347
|
|
U.S.
|
|
Toledo North
|
|
225,476
|
|
U.S.
|
|
Toledo Supplier Park
|
|
114,267
|
|
U.S.
|
|
Warren Truck
|
|
296,193
|
|
Mexico
|
|
Toluca
|
|
306,570
|
|
Mexico
|
|
Saltillo (Trucks and Vans)
|
|
221,010
|
|
Canada
|
|
Brampton
|
|
221,687
|
|
Canada
|
|
Windsor
|
|
299,925
|
|
LATAM
|
|
|
|
|
|
Brazil
|
|
Betim
|
|
677,945
|
|
Argentina
|
|
Cordoba
|
|
227,162
|
|
Venezuela
|
|
Valencia
|
|
66,925
|
|
APAC
|
|
|
|
|
|
China
|
|
Changsha
|
|
199,800
|
|
India
|
|
Ranjangaon
|
|
103,289
|
|
EMEA
|
|
|
|
|
|
Italy
|
|
Turin
|
|
495,160
|
|
Italy
|
|
Cassino
|
|
458,747
|
|
Italy
|
|
Melfi
|
|
406,599
|
|
Italy
|
|
Pomigliano
|
|
494,727
|
|
Italy
|
|
Atessa
|
|
364,532
|
|
Poland
|
|
Tychy
|
|
189,070
|
|
Serbia
|
|
Kragujevac
|
|
369,907
|
|
Turkey
|
|
Bursa
|
|
278,843
|
|
Name
|
|
Country
|
|
Percentage
Interest Held |
NAFTA Segment
|
|
|
|
|
FCA US LLC
(1)
|
|
USA (Delaware)
|
|
100.00
(2)
|
FCA Canada Inc. (formerly known as Chrysler Canada Inc.)
|
|
Canada
|
|
100.00
(2)
|
FCA Mexico S.A. de C.V. (formerly known as Chrysler de Mexico S.A. de C.V.)
|
|
Mexico
|
|
100.00
(2)
|
LATAM Segment
|
|
|
|
|
FCA Fiat Chrysler Automoveis Brasil LTDA
(3)
|
|
Brazil
|
|
100.00
|
Banco Fidis S.A.
|
|
Brazil
|
|
100.00
|
FCA de Venezuela LLC
|
|
USA (Delaware)
|
|
100.00
(2)
|
Fiat Auto Argentina S.A.
|
|
Argentina
|
|
100.00
|
APAC Segment
|
|
|
|
|
FCA Australia Pty. Ltd.
|
|
Australia
|
|
100.00
(2)
|
Chrysler Group (China) Sales Co. Ltd.
|
|
People’s Republic of China
|
|
100.00
(2)
|
EMEA Segment
|
|
|
|
|
FCA Italy S.p.A.
(4)
|
|
Italy
|
|
100.00
|
Sata-Società Automobilistica Technologie Avanzate S.p.A.
|
|
Italy
|
|
100.00
|
Fiat Automobiles Serbia Doo Kragujevac
|
|
Serbia
|
|
66.67
|
Chrysler Russia SAO
|
|
Russia
|
|
100.00
(1)
|
Chrysler South Africa (Pty) Limited
|
|
South Africa
|
|
100.00
(1)
|
Fiat Auto Poland S.A.
|
|
Poland
|
|
100.00
|
Fiat Group Automobiles Germany AG
|
|
Germany
|
|
100.00
|
Fiat Group Automobiles UK Ltd
|
|
United Kingdom
|
|
100.00
|
Fiat Powertrain Technologies Poland Sp. z o.o.
|
|
Poland
|
|
100.00
|
Fidis S.p.A.
|
|
Italy
|
|
100.00
|
Ferrari
|
|
|
|
|
Ferrari S.p.A.
|
|
Italy
|
|
90.00
|
Ferrari Financial Services, Inc.
|
|
USA (Delaware)
|
|
81.00
|
Ferrari North America Inc.
|
|
USA (Delaware)
|
|
90.00
|
Ferrari Financial Services AG
|
|
Germany
|
|
81.00
|
Ferrari Cars International Trading (Shanghai) Co. Ltd. (formerly known as Ferrari Maserati Cars International Trading (Shanghai) Co. Ltd.)
(5)
|
|
People’s Republic of China
|
|
72.00
(5)
|
Maserati
|
|
|
|
|
Maserati S.p.A.
|
|
Italy
|
|
100.00
|
Maserati North America Inc.
|
|
USA (Delaware)
|
|
100.00
|
Components
|
|
|
|
|
Magneti Marelli S.p.A.
(6)
|
|
Italy
|
|
99.99
|
Automotive Lighting LLC
|
|
USA (Delaware)
|
|
99.99
|
Automotive Lighting Reutlingen GmbH
|
|
Germany
|
|
99.99
|
Name
|
|
Country
|
|
Percentage
Interest Held |
Magneti Marelli Sistemas Automotivos Industria e Comercio Ltda
|
|
Brazil
|
|
99.99
|
Teksid S.p.A.
|
|
Italy
|
|
84.79
|
Comau S.p.A.
|
|
Italy
|
|
100.00
|
Comau Inc.
|
|
USA (Michigan)
|
|
100.00
|
Holding Companies and Other Companies
|
|
|
|
|
FCA North America Holdings LLC
(7)
|
|
USA (Delaware)
|
|
100.00
|
Fiat Chrysler Finance S.p.A.
(8)
|
|
Italy
|
|
100.00
|
Fiat Chrysler Finance Europe S.A.
(9)
|
|
Luxembourg
|
|
100.00
|
Fiat Chrysler Finance North America Inc.
(10)
|
|
USA (Delaware)
|
|
100.00
|
Neptunia Assicurazioni Marittime S.A.
|
|
Switzerland
|
|
100.00
|
Name
|
|
Year of Birth
|
|
Position
|
John Elkann
|
|
1976
|
|
executive director
|
Sergio Marchionne
|
|
1952
|
|
executive director
|
Andrea Agnelli
|
|
1975
|
|
non-executive director
|
Tiberto Brandolini d’Adda
|
|
1948
|
|
non-executive director
|
Glenn Earle
|
|
1958
|
|
non-executive director
|
Valerie A. Mars
|
|
1959
|
|
non-executive director
|
Ruth J. Simmons
|
|
1945
|
|
non-executive director
|
Ronald L. Thompson
|
|
1949
|
|
non-executive director
|
Patience Wheatcroft
|
|
1951
|
|
non-executive director
|
Stephen M. Wolf
|
|
1941
|
|
non-executive director
|
Ermenegildo Zegna
|
|
1955
|
|
non-executive director
|
•
|
Sergio Marchionne as Chief Executive Officer, FCA, Chairman and Chief Executive Officer of both FCA US and FCA Italy, and Chief Operating Officer of NAFTA;
|
•
|
Alfredo Altavilla as Chief Operating Officer Europe, Africa and Middle East (EMEA) and Head of Business Development;
|
•
|
Cledorvino Belini as Chief Operating Officer Latin America;
|
•
|
Michael Manley as Chief Operating Officer APAC and Head of Jeep Brand;
|
•
|
Riccardo Tarantini as Chief Operating Officer Systems and Castings (Comau and Teksid);
|
•
|
Eugenio Razelli as Chief Operating Officer Components (Magneti Marelli) to June 20, 2015;
|
•
|
Olivier François as Chief Marketing Officer and Head of Fiat Brand;
|
•
|
Harald J. Wester as Chief Technology Officer and Head of Alfa Romeo and Maserati;
|
•
|
Reid Bigland as Head of NAFTA Sales and Alfa Romeo;
|
•
|
Pietro Gorlier as Head of Parts & Service (MOPAR); effective June 30, 2015, as Chief Operating Officer of Components (Magneti Marelli), replacing Eugenio Razelli;
|
•
|
Ralph V. Gilles as Head of Design;
|
•
|
Stefan Ketter as Chief Manufacturing Officer;
|
•
|
Scott R. Garberding as Head of Group Purchasing;
|
•
|
Robert (Bob) Lee as Head of Powertrain Coordination;
|
•
|
Mark M. Chernoby as Head of Quality, Head of Product Portfolio Management and Chief Operating Officer Product Development;
|
•
|
Richard K. Palmer as Chief Financial Officer;
|
•
|
Linda I. Knoll as Chief Human Resources Officer;
|
•
|
Alessandro Baldi as Chief Audit Officer and Sustainability; and
|
•
|
Michael J. Keegan as GEC Coordinator.
|
Name
|
|
Position
|
Glenn Earle
|
|
Chairman
|
Valerie A. Mars
*
|
|
Member
|
Ronald L. Thompson
|
|
Member
|
Patience Wheatcroft
|
|
Member
|
•
|
neither have a material relationship with the Company, as determined by the Board of Directors nor be performing the functions of auditors or accountants for the Company;
|
•
|
be an “independent” member of the Board of Directors under the rules of the NYSE and Rule 10A-3 under the Securities Exchange Act of 1934, or the Exchange Act, and within the meaning of the Dutch Corporate Governance Code; and
|
•
|
be “financially literate” and have “accounting or selected financial management expertise” qualifications, as determined by the Board of Directors.
|
Name
|
|
Position
|
John Elkann
|
|
Chairman
|
Patience Wheatcroft
|
|
Member
|
Ruth J. Simmons
|
|
Member
|
Name
|
|
Position
|
Stephen M. Wolf
|
|
Chairman
|
Valerie A. Mars
|
|
Member
|
Ermenegildo Zegna
|
|
Member
|
•
|
review any unusual items that occurred in the performance year to determine the appropriate overall measurement of achievement, and approve the final bonus determination.
|
•
|
An additional U.S.$10,000 for each member of the Audit Committee and U.S.$20,000 for the Audit Committee Chairman.
|
•
|
An additional U.S.$5,000 for each member of the Compensation Committee and the Governance Committee and U.S.$15,000 for the Compensation Committee Chairman and the Governance Committee Chairman.
|
•
|
An automobile perquisite of one assigned company-furnished vehicle, rotated semi-annually, subject to taxes related to imputed income/employee price on purchase or lease of Company vehicles.
|
|
|
|
|
|
|
|
|
|
|
|
|
||
In Euro
|
|
Office held
|
|
In office from/to
|
Annual fee
|
|
Annual Incentive
(1)
|
|
Other Compensation
|
|
Total
|
||
Directors of FCA
|
|
|
|
|
|
|
|
|
|
|
|
||
ELKANN John Philipp
|
|
Chairman
|
|
01/01/2014 - 12/31/2014
|
1,442,161
|
|
—
|
|
|
243,702
|
|
(2)
|
1,685,863
|
MARCHIONNE Sergio
|
|
CEO
|
|
01/01/2014 - 12/31/2014
|
2,500,108
|
|
4,000,000
|
|
|
111,410
|
|
|
6,611,518
|
AGNELLI Andrea
|
|
Director
|
|
01/01/2014 - 12/31/2014
|
80,211
|
|
—
|
|
|
—
|
|
|
80,211
|
BRANDOLINI D'ADDA Tiberto
|
|
Director
|
|
01/01/2014 - 12/31/2014
|
80,211
|
|
—
|
|
|
—
|
|
|
80,211
|
EARLE Glenn
|
|
Director
|
|
06/23/2014 - 12/31/2014
|
74,065
|
|
—
|
|
|
—
|
|
|
74,065
|
MARS Valerie
|
|
Director
|
|
10/12/2014 - 12/31/2014
|
42,212
|
|
—
|
|
|
—
|
|
|
42,212
|
SIMMONS Ruth J.
|
|
Director
|
|
10/12/2014 - 12/31/2014
|
42,212
|
|
—
|
|
|
1,774
|
|
(2)
|
43,986
|
THOMPSON Ronald L.
|
|
Director
|
|
10/12/2014 - 12/31/2014
|
62,295
|
(3)
|
—
|
|
|
1,589
|
|
(2)
|
63,884
|
WHEATCROFT Patience
|
|
Director
|
|
01/01/2014 - 12/31/2014
|
106,716
|
|
—
|
|
|
—
|
|
|
106,716
|
WOLF Stephen M.
|
|
Director
|
|
10/12/2014 - 12/31/2014
|
54,836
|
(3)
|
—
|
|
|
1,520
|
|
(2)
|
56,356
|
ZEGNA Ermenegildo
|
|
Director
|
|
10/12/2014 - 12/31/2014
|
42,212
|
|
—
|
|
|
—
|
|
|
42,212
|
Former directors of Fiat S.p.A.
|
|
|
|
|
|
|
|
|
|
|
|
||
BIGIO Joyce Victoria
|
|
Director
|
|
01/01/2014 - 10/11/2014
|
66,347
|
|
—
|
|
|
—
|
|
|
66,347
|
CARRON René
|
|
Director
|
|
01/01/2014 - 10/11/2014
|
70,250
|
|
—
|
|
|
—
|
|
|
70,250
|
CORDERO DI MONTEZEMOLO Luca
|
|
Director
|
|
01/01/2014 - 10/11/2014
|
2,095,528
|
|
—
|
|
|
—
|
|
|
2,095,528
|
GROS-PIETRO Gian Maria
|
|
Director
|
|
06/22/2014 - 10/11/2014
|
45,653
|
|
—
|
|
|
—
|
|
|
45,653
|
TOTAL
|
|
|
|
|
6,805,017
|
|
4,000,000
|
|
|
359,995
|
|
|
11,165,012
|
|
|
Grant Date
|
|
Exercise Price (€)
|
|
Number of Options
|
|||
Beginning balance as of January 1, 2014
|
|
|
|
|
|
|
|||
|
|
July 26, 2004
|
|
|
6.583
|
|
|
10,670,000
|
|
|
|
November 3, 2006
|
|
|
13.370
|
|
|
6,250,000
|
|
Beginning total
|
|
|
|
|
|
16,920,000
|
|
||
Vested/Not Exercised
|
|
|
|
|
|
16,920,000
|
|
||
Not Vested
|
|
|
|
|
|
—
|
|
||
|
|
|
|
|
|
|
|||
Options granted during in 2014
|
|
—
|
|
|
—
|
|
|
—
|
|
|
|
|
|
|
|
|
|||
Options exercised in 2014
|
|
|
|
|
|
|
|||
|
|
July 26, 2004
|
|
|
6.583
|
|
|
10,670,000
|
|
|
|
November 3, 2006
|
|
|
13.370
|
|
|
6,250,000
|
|
Total options exercised in 2014
|
|
|
|
|
|
16,920,000
|
|
||
|
|
|
|
|
|
|
|||
Ending balance as of December 31, 2014
|
|
|
|
|
|
—
|
|
|
|
Grant Date
|
|
Vesting Date
|
|
Fair Value on Granting Date
(1)
|
|
Thompson
|
|
Wolf
|
|
Simmons
|
|
Marchionne
|
|
Total
|
|
|||||||
Beginning balance as of January 1, 2014
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Fiat Stock grants
|
|
04/04/2012
|
|
2/22/2015
|
|
€
|
4.21
|
|
|
|
|
|
|
|
|
4,666,667
|
|
|
4,666,667
|
|
||||
2009 FCA US RSUs
|
|
11/12/2009
|
|
6/10/2012
|
|
$
|
10.47
|
|
|
$
|
499,479
|
|
|
499,479
|
|
|
—
|
|
|
—
|
|
|
998,957
|
|
2012 FCA US RSUs
|
|
7/30/2012
|
|
6/10/2013
|
|
$
|
10.47
|
|
|
25,032
|
|
|
25,032
|
|
|
25,032
|
|
|
25,032
|
|
|
100,128
|
|
|
2013 FCA US RSUs
|
|
7/30/2013
|
|
6/10/2014
|
|
$
|
10.47
|
|
|
20,161
|
|
|
20,161
|
|
|
20,161
|
|
|
20,161
|
|
|
80,645
|
|
|
|
|
|
|
|
|
|
|
544,672
|
|
|
544,672
|
|
|
45,193
|
|
|
45,193
|
|
|
1,179,730
|
(2)
|
|||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Post-dilution adjusted
(3)
beginning balance as of January 1, 2014
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Fiat stock grants
|
|
4/4/2012
|
|
2/22/2015
|
|
€
|
4.21
|
|
|
|
|
|
|
|
|
4,666,667
|
|
|
4,666,667
|
|
||||
2009 FCA US RSUs
|
|
11/12/2009
|
|
6/10/2012
|
|
$
|
8.07
|
|
|
648,023
|
|
|
648,023
|
|
|
—
|
|
|
—
|
|
|
1,296,047
|
|
|
2012 FCA US RSUs
|
|
7/30/2012
|
|
6/10/2013
|
|
$
|
8.07
|
|
|
32,477
|
|
|
32,477
|
|
|
32,477
|
|
|
32,477
|
|
|
129,906
|
|
|
2013 FCA US RSUs
|
|
7/30/2013
|
|
6/10/2014
|
|
$
|
8.07
|
|
|
26,157
|
|
|
26,157
|
|
|
26,157
|
|
|
26,157
|
|
|
104,629
|
|
|
|
|
|
|
|
|
|
|
€
|
706,657
|
|
|
706,657
|
|
|
58,634
|
|
|
58,634
|
|
|
1,530,582
|
|
||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Granted during 2014
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Vested during 2014
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Fiat stock grants
|
|
04/04/2012
|
|
2/22/2015
|
|
€
|
4.21
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
2,333,333
|
|
|
2,333,333
|
|
|
2013 FCA US RSUs
|
|
07/30/2013
|
|
6/10/2014
|
|
$
|
8.07
|
|
|
26,157
|
|
|
26,157
|
|
|
26,157
|
|
|
26,157
|
|
|
26,157
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Ending Balance as of December 31, 2014
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
FCA stock grants
|
|
4/4/2012
|
|
2/22/2015
|
|
€
|
4.21
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
2,333,334
|
|
|
2,333,334
|
|
|
2009 FCA US RSUs
(4)
|
|
11/12/2009
|
|
6/10/2012
|
|
$
|
9.00
|
|
|
648,023
|
|
|
648,023
|
|
|
—
|
|
|
—
|
|
|
1,296,047
|
|
|
2012 FCA US RSUs
(4)
|
|
7/30/2012
|
|
6/10/2013
|
|
$
|
9.00
|
|
|
32,477
|
|
|
32,477
|
|
|
32,477
|
|
|
32,477
|
|
|
129,906
|
|
|
2013 FCA US RSUs
(4)
|
|
7/30/2013
|
|
6/10/2014
|
|
$
|
9.00
|
|
|
26,157
|
|
|
26,157
|
|
|
26,157
|
|
|
26,157
|
|
|
104,629
|
|
|
|
|
|
|
|
|
|
|
706,657
|
|
|
706,657
|
|
|
58,634
|
|
|
58,634
|
|
|
1,530,582
|
|
FCA DIRECTORS OWNING FCA COMMON SHARES AT MAY 14, 2015
|
|
Shares
|
|
Percent of Class
|
||
Sergio Marchionne
|
|
14,620,000
|
|
|
1.13%*
|
|
John Elkann
|
|
133,000
|
|
|
—
|
%
|
Stephen M. Wolf
|
|
52,460
|
|
|
—
|
%
|
Ruth J. Simmons
|
|
7,035
|
|
|
—
|
%
|
Glenn Earle
|
|
4,984
|
|
|
—
|
%
|
Andrea Agnelli
|
|
4,950
|
|
|
—
|
%
|
Tiberto Brandolini d’Adda
|
|
3,709
|
|
|
—
|
%
|
Valerie Mars
|
|
3,709
|
|
|
—
|
%
|
Ronald L. Thompson
|
|
3,709
|
|
|
—
|
%
|
Patience Wheatcroft
|
|
3,709
|
|
|
—
|
%
|
Ermenegildo Zegna
|
|
3,709
|
|
|
—
|
%
|
FCA OFFICERS OWNING FCA COMMON SHARES AT MAY 14, 2015
|
|
Shares
|
|
Percent of Class
|
||
Alessandro Baldi
|
|
35,450
|
|
|
—
|
%
|
Scott R. Garberding
|
|
33,000
|
|
|
—
|
%
|
Alfredo Altavilla
|
|
26,653
|
|
|
—
|
%
|
Linda I. Knoll
|
|
13,500
|
|
|
—
|
%
|
Harald J. Wester
|
|
12,000
|
|
|
—
|
%
|
Michael J. Keegan
|
|
9,000
|
|
|
—
|
%
|
Eugenio Razelli
|
|
6,908
|
|
|
—
|
%
|
Stefan Ketter
|
|
4,803
|
|
|
—
|
%
|
Michael Manley
|
|
3,800
|
|
|
—
|
%
|
Riccardo Tarantini
|
|
3,000
|
|
|
—
|
%
|
FCA Shareholders
|
|
Number of Issued Common Shares
|
|
Percentage Owned
|
||
Exor
(1)
|
|
375,803,870
|
|
|
29.16
|
|
Baillie Gifford & Co.
(2)
|
|
68,432,691
|
|
|
5.31
|
|
(1)
|
As a result of the issuance of the mandatory convertible securities completed in December 2014 (“MCS Offering”), Exor beneficially owns 444,352,804 common shares of FCA, consisting of (i) 375,803,870 common shares of FCA owned prior to the MCS Offering, and (ii) 68,548,934 common shares underlying the mandatory convertible securities purchased in the MCS Offering, at the minimum conversion rate of 7.7369 common shares per mandatory convertible security (being the rate at which Exor may convert the mandatory convertible securities into common shares at its option). Including the common shares into which the mandatory convertible securities sold in the MCS Offering, are convertible at the option of the holders, the percentage is 29.40 percent. In addition, Exor holds 375,803,870 special voting shares. Exor’s beneficial ownership in FCA was approximately 44.27 percent prior to the MCS Offering. Current Exor’s beneficial ownership in FCA is approximately 42.71 percent, calculated as the ratio of (i) the aggregate number of common shares owned prior to the MCS Offering, and the common shares underlying the mandatory convertible securities purchased by Exor in the MCS Offering, at the minimum conversion rate as set forth above and (ii) the aggregate number of outstanding common shares, and the common shares underlying all of the mandatory convertible securities sold in the MCS Offering, at the minimum conversion rate set forth above.
|
(2)
|
Baillie Gifford & Co., as an investment adviser in accordance with rule 240.13d-1 (b), beneficially owns 123,397,920 common shares with sole dispositive power (7.27 percent of the issued shares), of which 68,432,691 common shares are held with sole voting power (4.03 percent of the issued shares).
|
•
|
the purchase of commercial vehicles from, and provision of services to, CNHI.
|
•
|
the sale of motor vehicles to the joint venture Tofas-Turk Otomobil Fabrikasi A.S. and FCA Bank;
|
•
|
the sale of engines, other components and production systems and the purchase of commercial vehicles with Sevel;
|
•
|
the sale of engines, other components and production systems to companies of CNHI and, for 2012, to Société Européenne de Véhicules Légers du Nord-Sevelnord Société Anonyme;
|
•
|
the provision of services and the sale of goods with Fiat India Automobiles Private Limited;
|
•
|
the provision of services and the sale of goods to the joint venture GAC Fiat Chrysler Automobiles Co Ltd;
|
•
|
the provision of services (accounting, payroll, tax, information technology, purchasing and security) to the companies of CNHI;
|
•
|
the purchase of commercial vehicles from the joint ventures Tofas-Turk Otomobil Fabrikasi A.S and, for 2012, Société Européenne de Véhicules Légers du Nord-Sevelnord Société Anonyme;
|
•
|
the purchase of engines from the VM Motori group in 2012 and in the year ended December 31, 2013;
|
•
|
the purchase of commercial vehicles under contract manufacturing agreement from CNHI; and
|
•
|
our reference shareholder Exor purchased $886 million in aggregate notional amount of mandatory convertible securities in the issuance completed in December 2014.
|
|
|
Currency
|
|
Face value of
outstanding bonds (in million) |
|
Coupon
|
|
Maturity
|
|
March 31, 2015
|
December 31, 2014
|
|
December 31, 2013
|
|||||
Global Medium Term Notes:
|
|
|
|
|
|
|
|
|
|
(€ million)
|
||||||||
Fiat Chrysler Finance Europe S.A.
|
|
EUR
|
|
900
|
|
|
6.125
|
%
|
|
July 8, 2014
|
|
—
|
|
—
|
|
|
900
|
|
Fiat Chrysler Finance Europe S.A.
|
|
EUR
|
|
1,250
|
|
|
7.625
|
%
|
|
September 15, 2014
|
|
—
|
|
—
|
|
|
1,250
|
|
Fiat Chrysler Finance Europe S.A.
|
|
EUR
|
|
1,500
|
|
|
6.875
|
%
|
|
February 13, 2015
|
|
—
|
|
1,500
|
|
|
1,500
|
|
Fiat Chrysler Finance Europe S.A.
|
|
CHF
|
|
425
|
|
|
5.000
|
%
|
|
September 7, 2015
|
|
406
|
|
353
|
|
|
346
|
|
Fiat Chrysler Finance Europe S.A.
|
|
EUR
|
|
1,000
|
|
|
6.375
|
%
|
|
April 1, 2016
|
|
1,000
|
|
1,000
|
|
|
1,000
|
|
Fiat Chrysler Finance Europe S.A.
|
|
EUR
|
|
1,000
|
|
|
7.750
|
%
|
|
October 17, 2016
|
|
1,000
|
|
1,000
|
|
|
1,000
|
|
Fiat Chrysler Finance Europe S.A.
|
|
CHF
|
|
400
|
|
|
5.250
|
%
|
|
November 23, 2016
|
|
383
|
|
333
|
|
|
326
|
|
Fiat Chrysler Finance Europe S.A.
|
|
EUR
|
|
850
|
|
|
7.000
|
%
|
|
March 23, 2017
|
|
850
|
|
850
|
|
|
850
|
|
Fiat Chrysler Finance North America Inc.
|
|
EUR
|
|
1,000
|
|
|
5.625
|
%
|
|
June 12, 2017
|
|
1,000
|
|
1,000
|
|
|
1,000
|
|
Fiat Chrysler Finance Europe S.A.
|
|
CHF
|
|
450
|
|
|
4.000
|
%
|
|
November 22, 2017
|
|
430
|
|
374
|
|
|
367
|
|
Fiat Chrysler Finance Europe S.A.
|
|
EUR
|
|
1,250
|
|
|
6.625
|
%
|
|
March 15, 2018
|
|
1,250
|
|
1,250
|
|
|
1,250
|
|
Fiat Chrysler Finance Europe S.A.
|
|
EUR
|
|
600
|
|
|
7.375
|
%
|
|
July 9, 2018
|
|
600
|
|
600
|
|
|
600
|
|
Fiat Chrysler Finance Europe S.A.
|
|
CHF
|
|
250
|
|
|
3.125
|
%
|
|
September 30, 2019
|
|
239
|
|
208
|
|
|
—
|
|
Fiat Chrysler Finance Europe S.A.
|
|
EUR
|
|
1,250
|
|
|
6.750
|
%
|
|
October 14, 2019
|
|
1,250
|
|
1,250
|
|
|
1,250
|
|
Fiat Chrysler Finance Europe S.A.
|
|
EUR
|
|
1,000
|
|
|
4.750
|
%
|
|
March 22, 2021
|
|
1,000
|
|
1,000
|
|
|
—
|
|
Fiat Chrysler Finance Europe S.A.
|
|
EUR
|
|
1,350
|
|
|
4.750
|
%
|
|
July 15, 2022
|
|
1,350
|
|
1,350
|
|
|
—
|
|
Others
|
|
EUR
|
|
7
|
|
|
|
|
|
|
7
|
|
7
|
|
|
7
|
|
|
Total Global Medium Term Notes
|
|
|
|
|
|
|
|
|
|
10,765
|
|
12,075
|
|
|
11,646
|
|
||
Other bonds:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
FCA US (Secured Senior Notes) *
|
|
U.S.$
|
|
2,875
|
|
|
8.000
|
%
|
|
June 15, 2019
|
|
2,672
|
|
2,368
|
|
|
1,088
|
|
FCA US (Secured Senior Notes)
|
|
U.S.$
|
|
3,080
|
|
|
8.250
|
%
|
|
June 15, 2021
|
|
2,863
|
|
2,537
|
|
|
1,232
|
|
Total other bonds
|
|
|
|
|
|
|
|
|
|
5,535
|
|
4,905
|
|
|
2,320
|
|
||
Hedging effect and amortized cost valuation
|
|
|
|
|
|
675
|
|
668
|
|
|
500
|
|
||||||
Total bonds
|
|
|
|
|
|
|
|
|
|
16,975
|
|
17,648
|
|
|
14,466
|
|
•
|
Prior to June 15, 2015, the 2019 Notes will be redeemable at a price equal to the principal amount of the 2019 Notes being redeemed, plus accrued and unpaid interest to the date of redemption and a “make—whole” premium calculated under the indenture governing these notes. On and after June 15, 2015, the 2019 Notes are redeemable at redemption prices specified in the 2019 Notes, plus accrued and unpaid interest to the date of redemption. The redemption price is initially 104.0 percent of the principal amount of the 2019 Notes being redeemed for the twelve months beginning June 15, 2015, decreasing to 102.0 percent for the twelve months beginning June 15, 2016 and to par on and after June 15, 2017. On May 14, 2015, FCA US, redeemed all of its outstanding 8% Secured Senior Notes due 2019 in an aggregate principal amount of $2,875 million (approximately €2.5 billion) at a redemption price equal to 100% of the principal amount of the 8% Secured Senior Notes due 2019, plus the applicable premium and accrued and unpaid interest to the Redemption Date, in accordance with the terms of the related indenture.
|
•
|
Prior to June 15, 2016, the 2021 Notes will be redeemable at a price equal to the principal amount of the 2021 Notes being redeemed, plus accrued and unpaid interest to the date of redemption and a “make—whole” premium calculated under the indenture governing these notes. On and after June 15, 2016, the 2021 Notes are redeemable at redemption prices specified in the 2021 Notes, plus accrued and unpaid interest to the date of redemption. The redemption price is initially 104.125 percent of the principal amount of the 2021 Notes being redeemed for the twelve months beginning June 15, 2016, decreasing to 102.75 percent for the twelve months beginning June 15, 2017, to 101.375 percent for the twelve months beginning June 15, 2018 and to par on and after June 15, 2019.
|
•
|
When we merge or consolidate out of existence or sell or lease our properties and assets substantially as an entirety, the other company or firm must be organized under the laws of the United States, any state thereof, the District of Columbia, or any territory thereof, Canada or any province thereof, Japan, Switzerland or any member state of the European Union or any political subdivision thereof;
|
•
|
The company we merge into or sell to must agree to be legally responsible for each series of Notes;
|
•
|
The consolidation, merger or sale of assets must not cause a default on any series of Notes, and we must not already be in default (unless the merger or other transaction would cure the default). For purposes of this no-default test, a default would include an Event of Default (as defined below) that has occurred and not been cured. A default for this purpose would also include any event that would be an Event of Default if the requirements for giving us default notice or our default having to exist for a specific period of time were disregarded.
|
1.
|
reduce the principal amount of such Notes whose holders must consent to an amendment, supplement or waiver;
|
2.
|
reduce the principal amount of or change the fixed final maturity of any such Note or alter or waive the provisions with respect to the redemption of such Notes;
|
3.
|
reduce the rate of or change the time for payment of interest on any Note of such series;
|
4.
|
waive a default in the payment of principal of or premium, if any, or interest on the applicable series of Notes (except a rescission of acceleration of such Notes by holders of at least a majority in aggregate principal amount of such Notes and a waiver of the payment default that resulted from such acceleration) or in respect of a covenant or provision contained in the Indenture which cannot be amended or modified without the consent of all affected holders;
|
5.
|
make any Note payable in money other than that stated therein;
|
6.
|
make any change in the provisions of the Indenture relating to waivers of past defaults or the rights of holders to receive payments of principal of or premium, if any, or interest on such Notes;
|
7.
|
make any change in these amendment and waiver provisions;
|
8.
|
impair the right of any holder to receive payment of principal of, or interest on such holder’s Notes of the applicable series on or after the due dates therefor or to institute suit for the enforcement of any payment on or with respect to such holder’s Notes of such series; or
|
9.
|
make any change to the ranking of a series of Notes that would materially adversely affect the rights of holders of the Notes of such series.
|
1.
|
the rights of holders of such series of Notes to receive payments in respect of the principal of, premium, if any, and interest on such Notes when such payments are due solely out of the trust created pursuant to the Indenture for such series of Notes;
|
2.
|
our obligations with respect to any series of Notes concerning issuing temporary Notes, registration of such Notes, mutilated, destroyed, lost or stolen Notes and the maintenance of an office or agency for payment and money for security payments held in trust;
|
3.
|
the rights, powers, trusts, duties and immunities of the Trustee, Registrar and Paying Agent and our obligations in connection therewith; and
|
4.
|
the Legal Defeasance provisions of the Indenture.
|
1.
|
we must irrevocably deposit with the Trustee, in trust, for the benefit of the holders of the applicable series of Notes, cash in U.S. dollars, Government Securities, or a combination thereof, in such amounts as will be sufficient, in the opinion of a nationally recognized firm of independent public accountants delivered to the Trustee, to pay the principal amount of, premium, if any, and interest due on such series of Notes on the stated maturity date or on the redemption date, as the case may be, of such principal amount, premium, if any, or interest on such Notes, and we must specify whether such Notes are being defeased to maturity or to a particular redemption date;
|
2.
|
in the case of Legal Defeasance, we shall have delivered to the Trustee an opinion of counsel confirming that, subject to customary assumptions and exclusions,
|
3.
|
in the case of Covenant Defeasance, we shall have delivered to the Trustee an opinion of counsel confirming that, subject to customary assumptions and exclusions, the holders of the applicable series of Notes will not recognize income, gain or loss for U.S. federal income tax purposes as a result of such Covenant Defeasance and will be subject to such tax on the same amounts, in the same manner and at the same times as would have been the case if such Covenant Defeasance had not occurred;
|
4.
|
no Default with respect to the applicable series of Notes (other than that resulting from borrowing funds to be applied to make such deposit and any similar and simultaneous deposit relating to such other Indebtedness, and in each case, the granting of Liens in connection therewith) shall have occurred and be continuing on the date of such deposit;
|
5.
|
such Legal Defeasance or Covenant Defeasance shall not result in a breach or violation of, or constitute a Default under any material agreement or instrument governing Indebtedness (other than the Indenture) to which we are a party or we are bound (other than that resulting from any borrowing of funds to be applied to make the deposit required to effect such Legal Defeasance or Covenant Defeasance and any similar and simultaneous deposit relating to other Indebtedness, and, in each case, the granting of Liens in connection therewith);
|
6.
|
we shall have delivered to the Trustee an Officer’s Certificate stating that the deposit was not made by us with the intent of defeating, hindering, delaying or defrauding any of our creditors or others; and
|
7.
|
we shall have delivered to the Trustee an Officer’s Certificate and an opinion of counsel (which opinion of counsel may be subject to customary assumptions and exclusions) each stating that all conditions precedent provided for or relating to the Legal Defeasance or the Covenant Defeasance, as the case may be, have been complied with.
|
1.
|
default for 5 days or more in the payment when due and payable, upon redemption, acceleration or otherwise, of principal of, or premium, if any, on the Notes of such series;
|
2.
|
default for 30 days or more in the payment when due of interest on or with respect to such series of Notes;
|
3.
|
our failure to comply with our obligations under “—Consolidation, Merger and Sale of Assets” above with respect to such series of Notes;
|
4.
|
our failure to comply for 60 days after notice to us by the Trustee or to us and the Trustee by holders of at least 25 percent in principal amount of Notes of such series then outstanding with our obligation to make a Change of Control Offer in accordance with “—Repurchase at the Option of Holders—Change of Control Event” with respect to such series of Notes;
|
5.
|
our failure to comply for 120 days after notice to us by the Trustee or to us and the Trustee by holders of at least 25 percent in principal amount of Notes of such series then outstanding with our obligations to provide certain reports and other information under the Indenture;
|
6.
|
our failure to comply for 60 days after notice to us by the Trustee or to us and the Trustee by holders of at least 25 percent in principal amount of Notes of such series then outstanding with any of our other obligations, covenants or agreements contained in the Indenture or such series of Notes;
|
7.
|
our Indebtedness or the Indebtedness of a Material Subsidiary is not paid within any applicable grace period after final maturity or is accelerated by the holders thereof because of a default and the total amount of such Indebtedness unpaid or accelerated exceeds €250.00 million; provided, however, that it will be deemed not to be an Event of Default if such Indebtedness is paid or otherwise acquired or retired (or for which such failure to pay or acceleration is waived or rescinded) within 30 Business Days after such failure to pay or such acceleration; and
|
8.
|
certain events of bankruptcy, insolvency or reorganization with respect to us.
|
1.
|
the Indebtedness that is the basis for such Event of Default has been discharged; or
|
2.
|
holders thereof have rescinded or waived the acceleration, notice or action (as the case may be) giving rise to such Event of Default; or
|
3.
|
the Default that is the basis for such Event of Default has been cured.
|
1.
|
such holder has previously given the Trustee notice that an Event of Default is continuing;
|
2.
|
holders of at least 25 percent in aggregate principal amount of the then outstanding Notes of such series have requested the Trustee to pursue the remedy;
|
3.
|
holders of the Notes of such series have offered the Trustee security or indemnity satisfactory to the Trustee against any loss, liability or expense;
|
4.
|
the Trustee has not complied with such request within 60 days after the receipt thereof and the offer of security or indemnity; and
|
5.
|
holders of a majority in aggregate principal amount of the then outstanding Notes of such series have not given the Trustee a direction inconsistent with such request within such 60-day period.
|
1.
|
all Notes of such series previously authenticated and delivered under the Indenture, other than destroyed, lost or stolen Notes of such series that have been replaced or paid and Notes of such series that have been subject to defeasance, have been delivered to the Trustee for cancellation; or
|
2.
|
all Notes of such series issued under the Indenture not previously delivered to the Trustee for cancellation (i) have become due and payable, (ii) will become due and payable at their stated maturity within 60 days or
|
3.
|
we have irrevocably deposited or caused to be deposited with the Trustee in trust for the purpose, an amount sufficient to pay and discharge the entire Indebtedness arising under such series of Notes issued pursuant to the Indenture not previously delivered to the Trustee for cancellation, for principal of, premium, if any, on and interest on those Notes to the date of such deposit (in the case of Notes of such series that have become due and payable) or to the stated maturity of these Notes or redemption date, as the case may be; and
|
4.
|
in either of the foregoing cases: (i) we have paid or caused to be paid all sums payable under the Indenture by us; (ii) no Default or Event of Default under the Indenture then exists; and (iii) we have delivered to the Trustee an Officers’ Certificate and an opinion of counsel, each stating that all conditions precedent provided in the Indenture relating to the satisfaction and discharge of the Indenture have been complied with.
|
1.
|
the sale, lease or transfer, in one or a series of related transactions, of all or substantially all of our consolidated assets, taken as a whole, directly or indirectly, to any person other than a Permitted Holder; or
|
2.
|
any “person” or “group” (as such terms are used in Sections 13(d) and 14(d) of the Exchange Act, or any successor provision), other than one or more Permitted Holders, shall become the “beneficial owner” (as defined in Rules 13d-3 and 13d-5 under the Exchange Act, or any successor provision) of more than 50 percent of the voting power of our capital stock.
|
A.
|
which carries on no material business other than the offer and sale of financial services products to customers of Members of the Group in any of the following areas:
|
1.
|
retail financing for the purchase, contract hire or lease of new or old equipment manufactured by a Member of the Group or any other manufacturer whose products are from time to time sold through the dealer network of a Member of the Group;
|
2.
|
other retail and wholesale financing programs reasonably related thereto, including, without limitation, financing to the dealer network of any Member of the Group;
|
3.
|
insurance and credit card products and services reasonably related thereto, together with the underwriting, marketing, servicing and other related support activities incidental to the offer and sale of such financial services products; and
|
4.
|
licensed banking activities; or
|
B.
|
a holding company of a Financial Services Subsidiary which carries on no material business or activity other than holding shares in that Financial Services Subsidiary and/or activities described in paragraph (A) above.
|
A.
|
acquires receivables for principally cash consideration or uses existing receivables; and
|
B.
|
issues any notes, bonds, commercial paper, loans or other securities (whether or not listed on a recognized stock exchange) to fund the purchase of or otherwise backed by those receivables and/or any shares or other interests referred to in clause (C)(2) under “—Permitted Liens” below and the payment obligations in respect of such notes, bonds, commercial paper, loans or other securities:
|
1.
|
are secured on those receivables; and
|
2.
|
are not guaranteed by any Member of the Group (other than as a result of any Lien which is granted by any Member of the Group as permitted by clause (C)(2) under “—Permitted Liens” below or as to the extent of any Standard Securitization Undertakings).
|
A.
|
those receivables and/or related insurance and/or any Standard Securitization Undertakings; and
|
B.
|
if those receivables comprise all or substantially all of the business or assets of such Securitization Entity, the shares or other interests of any Member of the Group in such Securitization Entity.
|
A.
|
Liens existing on the Issue Date; or
|
B.
|
Liens arising by operation of law, by contract having an equivalent effect, from rights of set-off arising in the ordinary course of business between us and any of our respective suppliers or customers, or from rights of set-off or netting arising by operation of law (or by contract having similar effect) by virtue of the provision to us of clearing bank facilities or overdraft facilities; or
|
C.
|
any Lien over:
|
D.
|
any Liens on assets acquired by a Member of the Group after the Issue Date, provided that (i) such Lien was existing or agreed to be created at or before the time the relevant asset was acquired by a Member of the Group, (ii) such Lien was not created in contemplation of such acquisition, and (iii) the principal amount then secured does not exceed the principal amount of the committed financing then secured (whether or not drawn), with respect to such assets at the time the relevant asset was acquired by a Member of the Group; or
|
E.
|
any Lien created to secure all or any part of the purchase price, or to secure Quoted Indebtedness incurred or assumed to pay all or any part of the purchase price or cost of construction, of property (or any improvement thereon) acquired or constructed by us after the Issue Date, provided, that (i) any such Lien shall extend solely to the item or items of property (or improvement thereon) so acquired or constructed and (ii) the principal amount of Quoted Indebtedness secured by any such Lien shall at no time exceed an amount equal to the fair market value of such property (or any improvement thereon) at the time of such acquisition or construction; or
|
F.
|
any Lien securing Quoted Indebtedness incurred to refinance other indebtedness itself secured by a Lien included in clauses (A), (B), (D) or (E) above, but only if the principal amount of the Quoted Indebtedness is not increased and only the same assets are secured as were secured by the prior Lien; or
|
G.
|
any Lien provided in favor of any bank or governmental (central or local), intergovernmental or supranational body, agency, department or other authority securing any of our Quoted Indebtedness under a loan scheme operated by (or on behalf of) Banco Nacional de Desenvolvimento Economico e Social, Finame, Banco de Minas Gerais, the United States Department of Energy, the United States Department of the Treasury, a member country of the OECD, Argentina, Brazil, China, India, South Africa or any supranational entity (such as the European Bank for Reconstruction and Development or the International Finance Corporation) where the provision of such Lien is required for the relevant loan; or
|
H.
|
(i) any Lien created on the shares of capital stock of any of our subsidiaries, and (ii) any Lien created on the assets of any of our subsidiaries of the type described in (E) above other than shares of capital stock of any of our subsidiaries.
|
•
|
a limited-purpose trust company organized under the New York Banking Law;
|
•
|
a “banking organization” within the meaning of the New York Banking Law;
|
•
|
a member of the Federal Reserve System, a “clearing corporation” within the meaning of the New York Uniform Commercial Code; and
|
•
|
a “clearing agency” registered pursuant to the provisions of Section 17A of the Exchange Act.
|
•
|
securities brokers and dealers;
|
•
|
banks;
|
•
|
trust companies;
|
•
|
clearing corporations; and
|
•
|
certain other organizations.
|
•
|
any aspect of records relating to, or payments made on account of, beneficial ownership interests in a Global Note with respect to any series of Notes;
|
•
|
maintaining, supervising or reviewing any records relating to the beneficial ownership interests;
|
•
|
any other aspect of the relationship between DTC and its participants; or
|
•
|
the relationship between the participants and indirect participants and the owners of beneficial interests in a Global Note with respect to any series of Notes.
|
•
|
DTC notifies us that it is unwilling or unable to continue as depositary for such Global Note or ceases to be a clearing agency registered under the Exchange Act and we do not appoint a successor depositary within 90 days; or
|
•
|
there shall have occurred and be continuing an event of default with respect to a series of Notes under the Indenture and DTC shall have requested the issuance of Certificated Securities.
|
•
|
a dealer in securities or foreign currencies,
|
•
|
a regulated investment company,
|
•
|
a trader in securities that elects to use a mark-to-market method of accounting for your securities holdings,
|
•
|
a tax-exempt organization,
|
•
|
a bank, financial institution, or insurance company,
|
•
|
a person liable for alternative minimum tax,
|
•
|
a person that actually or constructively owns 10 percent or more, by vote or value, of FCA,
|
•
|
a person that owns Notes that are a hedge or that are hedged against interest rate or foreign currency risks,
|
•
|
a person that owns Notes as part of a straddle or a hedging, conversion, or other risk reduction transaction for U.S. federal income tax purposes,
|
•
|
a person that purchases or sells Notes as part of a wash sale for tax purposes, or
|
•
|
a U.S. Holder (as defined below) whose functional currency for tax purposes is not the U.S. dollar.
|
•
|
a citizen or resident of the U.S.,
|
•
|
a domestic corporation,
|
•
|
an estate whose income is subject to U.S. federal income tax regardless of its source, or
|
•
|
a trust if a U.S. court can exercise primary supervision over the trust’s administration and one or more U.S. persons are authorized to control all substantial decisions of the trust.
|
•
|
a nonresident alien individual,
|
•
|
a foreign corporation or
|
•
|
an estate or trust that in either case is not subject to U.S. federal income tax on a net income basis on income or gain from a Note.
|
•
|
you are an insurance company carrying on a U.S. insurance business to which the interest is attributable, within the meaning of the Code, or
|
•
|
you both
|
◦
|
have an office or other fixed place of business in the U.S. to which the interest is attributable and
|
◦
|
derive the interest in the active conduct of a banking, financing or similar business within the U.S., or are a corporation with a principal business of trading in stocks and securities for its own account.
|
•
|
the gain is effectively connected with your conduct of a trade or business in the U.S. or
|
•
|
you are an individual, you are present in the U.S. for 183 or more days during the taxable year in which the gain is realized and certain other conditions exist.
|
1.
|
an owner of one or more Notes who in addition to the title to such Notes has an economic interest in such Notes;
|
2.
|
a person who or an entity that holds the entire economic interest in one or more Notes;
|
3.
|
a person who or an entity that holds an interest in an entity, such as a partnership or a mutual fund, that is transparent for Dutch tax purposes, the assets of which comprise one or more Notes, within the meaning of 1. or 2. above; or
|
4.
|
a person who is deemed to hold an interest in Notes, as referred to under 1. to 3., pursuant to the attribution rules of article 2.14a, of the Dutch Income Tax Act 2001, with respect to property that has been segregated, for instance in a trust or a foundation.
|
a.
|
such holder is an individual; and
|
b.
|
such holder is resident, or deemed to be resident, in the Netherlands for Dutch income tax purposes.
|
a.
|
such holder is a corporate entity, including an association that is taxable as a corporate entity, that is subject to Dutch corporation tax in respect of benefits derived from its Notes;
|
b.
|
such holder is resident, or deemed to be resident, in the Netherlands for Dutch corporation tax purposes;
|
c.
|
such holder is not an entity that, although subject to Dutch corporation tax, is in whole or in part, specifically exempt from that tax; and
|
d.
|
such holder is not an investment institution as defined in article 28 of the Dutch Corporation Tax Act 1969.
|
a.
|
if such holder makes Notes available or is deemed to make Notes available, legally or as a matter of fact, directly or indirectly, to certain parties as meant by articles 3.91 and 3.92 of the Dutch Income Tax Act 2001 under circumstances described there; or
|
b.
|
if any benefits to be derived from such holders' Notes, whether held directly or indirectly, are intended, in whole or in part, as remuneration for activities performed by such holder or by a person who is a connected person in relation to such holder as meant by article 3.92b, paragraph 5, of the Dutch Income Tax Act 2001.
|
(i)
|
such holder derives profits from an enterprise directly, or pursuant to a co-entitlement to the net value of such enterprise, other than as a holder of securities, which enterprise either is managed in the Netherlands or carried on, in whole or in part, through a permanent establishment or a permanent representative which is taxable in the Netherlands, and such holder's Notes are attributable to such enterprise; or
|
(ii)
|
such holder derives benefits or is deemed to derive benefits from Notes that are taxable as benefits from miscellaneous activities in the Netherlands.
|
(i)
|
such holder derives profits from an enterprise directly, or pursuant to a co-entitlement to the net value of such enterprise, other than as a holder of securities, which enterprise either is managed in the Netherlands or carried on, in whole or in part, through a permanent establishment or a permanent representative which is taxable in the Netherlands, and such holder's Notes are attributable to such enterprise; or
|
(ii)
|
such holder has a substantial interest (as described above) or a deemed substantial interest in FCA.
|
(i)
|
the donor is, or the deceased was, resident or deemed to be resident in the Netherlands for purposes of Dutch gift tax or Dutch inheritance tax, as applicable; or
|
(ii)
|
the donor made a gift of Notes, then became a resident or deemed resident of the Netherlands, and died as a resident or deemed resident of the Netherlands within 180 days of the date of the gift.
|
•
|
is not a broker-dealer that acquired the Initial Notes from us or in market-making transactions or other trading activities;
|
•
|
acquires the Notes in the ordinary course of your business;
|
•
|
has no arrangements or understandings with any person to participate in the distribution of the Notes within the meaning of the Securities Act; and
|
•
|
is not an affiliate of ours, as defined in Rule 405 under the Securities Act.
|
|
|
Page
|
|
|
|
Interim Consolidated Income Statements for the three months ended March 31, 2015 and 2014
|
|
|
Interim Consolidated Statements of Comprehensive Income for the three months ended March 31, 2015 and 2014
|
|
|
Interim Consolidated Statements of Financial Position at March 31, 2015 and December 31, 2014
|
|
|
Interim Consolidated Statements of Cash Flow for the three months ended March 31, 2015 and 2014
|
|
|
Interim Consolidated Statements of Changes in Equity for the three months ended March 31, 2015 and 2014
|
|
|
Notes to the Interim Consolidated Financial Statements
|
|
|
Report of Independent Registered Public Accounting Firm
|
|
|
Consolidated Income Statement for the years ended December 31, 2014, 2013 and 2012
|
|
|
Consolidated Statements of Comprehensive Income for the years ended December 31, 2014, 2013 and 2012
|
|
|
Consolidated Statements of Financial Position at December 31, 2014 and 2013
|
|
|
Consolidated Statements of Cash Flow for the years ended December 31, 2014, 2013 and 2012
|
|
|
Consolidated Statements of Changes in Equity for the years ended December 31, 2014, 2013 and 2012
|
|
|
Notes to the Consolidated Financial Statements
|
|
|
|
|
For the three months ended March 31,
|
||||
|
Note
|
|
2015
|
|
2014
|
||
|
|
|
(€ million)
|
||||
Net revenues
|
(1)
|
|
26,396
|
|
|
22,125
|
|
Cost of sales
|
(2)
|
|
22,979
|
|
|
19,331
|
|
Selling, general and administrative costs
|
(3)
|
|
1,986
|
|
|
1,680
|
|
Research and development costs
|
(4)
|
|
727
|
|
|
626
|
|
Result from investments:
|
(5)
|
|
50
|
|
|
33
|
|
Share of the profit of equity method investees
|
|
|
44
|
|
|
24
|
|
Other income from investments
|
|
|
6
|
|
|
9
|
|
Gains on the disposal of investments
|
|
|
—
|
|
|
8
|
|
Restructuring costs
|
(6)
|
|
4
|
|
|
10
|
|
Other income/(expenses)
|
(7)
|
|
42
|
|
|
(249
|
)
|
EBIT
|
|
|
792
|
|
|
270
|
|
Net financial expenses
|
(8)
|
|
606
|
|
|
493
|
|
Profit/(loss) before taxes
|
|
|
186
|
|
|
(223
|
)
|
Tax expense/(income)
|
(9)
|
|
94
|
|
|
(50
|
)
|
Profit/(loss) from continuing operations
|
|
|
92
|
|
|
(173
|
)
|
Net profit/(loss)
|
|
|
92
|
|
|
(173
|
)
|
Net profit/(loss) attributable to:
|
|
|
|
|
|
||
Owners of the parent
|
|
|
78
|
|
|
(189
|
)
|
Non-controlling interests
|
|
|
14
|
|
|
16
|
|
Basic earnings/(loss) per ordinary share (in €)
|
(10)
|
|
0.052
|
|
|
(0.155
|
)
|
Diluted earnings/(loss) per ordinary share (in €)
|
(10)
|
|
0.052
|
|
|
(0.155
|
)
|
|
|
|
For the three months ended March 31,
|
||||
|
Note
|
|
2015
|
|
2014
|
||
|
|
|
(€ million)
|
||||
Net profit/(loss) (A)
|
|
|
92
|
|
|
(173
|
)
|
|
|
|
|
|
|
||
Items that will not be reclassified to the Consolidated Income Statements in subsequent periods:
|
(17)
|
|
|
|
|
||
(Losses) on remeasurement of defined benefit plans
|
|
|
(67
|
)
|
|
(2
|
)
|
Related tax impact
|
|
|
16
|
|
|
(1
|
)
|
Total items that will not be reclassified to the Consolidated Income Statements in subsequent periods (B1)
|
|
|
(51
|
)
|
|
(3
|
)
|
|
|
|
|
|
|
||
Items that may be reclassified to the Consolidated Income Statements in subsequent periods:
|
(17)
|
|
|
|
|
||
(Losses) on cash flow hedging instruments
|
|
|
(6
|
)
|
|
(57
|
)
|
Gains on available-for-sale financial assets
|
|
|
15
|
|
|
5
|
|
Exchange differences on translating foreign operations
|
|
|
1,433
|
|
|
51
|
|
Share of Other comprehensive income/(loss) for equity method investees
|
|
|
46
|
|
|
(5
|
)
|
Related tax impact
|
|
|
(9
|
)
|
|
15
|
|
Total items that may be reclassified to the Consolidated Income Statements in subsequent periods (B2)
|
|
|
1,479
|
|
|
9
|
|
|
|
|
|
|
|
||
Total Other comprehensive income, net of tax (B1)+(B2)=(B)
|
|
|
1,428
|
|
|
6
|
|
|
|
|
|
|
|
||
Total Comprehensive income/(loss) (A)+(B)
|
|
|
1,520
|
|
|
(167
|
)
|
|
|
|
|
|
|
||
Total Comprehensive income/(loss) attributable to:
|
|
|
|
|
|
||
Owners of the parent
|
|
|
1,505
|
|
|
(257
|
)
|
Non-controlling interests
|
|
|
15
|
|
|
90
|
|
|
Note
|
|
At March 31, 2015
|
|
At December 31, 2014
|
||
|
|
|
|
|
|
||
|
|
|
(€ million)
|
||||
Assets
|
|
|
|
|
|
||
Intangible assets:
|
(11)
|
|
25,321
|
|
|
22,847
|
|
Goodwill and intangible assets with indefinite useful lives
|
|
|
15,753
|
|
|
14,012
|
|
Other intangible assets
|
|
|
9,568
|
|
|
8,835
|
|
Property, plant and equipment
|
(12)
|
|
28,184
|
|
|
26,408
|
|
Investments and other financial assets:
|
|
|
2,089
|
|
|
2,020
|
|
Investments accounted for using the equity method
|
|
|
1,522
|
|
|
1,471
|
|
Other investments and financial assets
|
|
|
567
|
|
|
549
|
|
Deferred tax assets
|
(9)
|
|
3,594
|
|
|
3,547
|
|
Other assets
|
|
|
130
|
|
|
114
|
|
Total Non-current assets
|
|
|
59,318
|
|
|
54,936
|
|
Inventories
|
(13)
|
|
12,624
|
|
|
10,449
|
|
Assets sold with a buy-back commitment
|
|
|
2,250
|
|
|
2,018
|
|
Trade receivables
|
(14)
|
|
2,949
|
|
|
2,564
|
|
Receivables from financing activities
|
(14)
|
|
3,545
|
|
|
3,843
|
|
Current tax receivables
|
(14)
|
|
277
|
|
|
328
|
|
Other current assets
|
(14)
|
|
2,802
|
|
|
2,761
|
|
Current financial assets:
|
|
|
1,538
|
|
|
761
|
|
Current investments
|
|
|
43
|
|
|
36
|
|
Current securities
|
|
|
226
|
|
|
210
|
|
Other financial assets
|
(15)
|
|
1,269
|
|
|
515
|
|
Cash and cash equivalents
|
(16)
|
|
21,669
|
|
|
22,840
|
|
Total Current assets
|
|
|
47,654
|
|
|
45,564
|
|
Assets held for sale
|
|
|
6
|
|
|
10
|
|
Total Assets
|
|
|
106,978
|
|
|
100,510
|
|
Equity and liabilities
|
|
|
|
|
|
||
Equity:
|
(17)
|
|
15,235
|
|
|
13,738
|
|
Equity attributable to owners of the parent
|
|
|
14,893
|
|
|
13,425
|
|
Non-controlling interest
|
|
|
342
|
|
|
313
|
|
Provisions:
|
(19)
|
|
22,550
|
|
|
20,372
|
|
Employee benefits
|
|
|
10,609
|
|
|
9,592
|
|
Other provisions
|
|
|
11,941
|
|
|
10,780
|
|
Deferred tax liabilities
|
(9)
|
|
104
|
|
|
233
|
|
Debt
|
(20)
|
|
33,366
|
|
|
33,724
|
|
Other financial liabilities
|
(15)
|
|
1,300
|
|
|
748
|
|
Other current liabilities
|
(21)
|
|
11,985
|
|
|
11,495
|
|
Current tax payables
|
|
|
250
|
|
|
346
|
|
Trade payables
|
|
|
22,188
|
|
|
19,854
|
|
Total Equity and liabilities
|
|
|
106,978
|
|
|
100,510
|
|
|
|
|
For the three months ended March 31,
|
||||
|
Note
|
|
2015
|
|
2014
|
||
|
|
|
(€ million)
|
||||
Cash and cash equivalents at beginning of the period
|
(16)
|
|
22,840
|
|
|
19,455
|
|
Cash flows provided by operating activities:
|
|
|
|
|
|
||
Net profit/(loss) for the period
|
|
|
92
|
|
|
(173
|
)
|
Amortization and depreciation
|
|
|
1,397
|
|
|
1,168
|
|
Net (gains)/losses on disposal of tangible and intangible assets
|
|
|
(1
|
)
|
|
2
|
|
Net (gains)/losses on disposal of investments
|
|
|
—
|
|
|
(8
|
)
|
Other non-cash items
|
(24)
|
|
(7
|
)
|
|
243
|
|
Dividends received
|
|
|
112
|
|
|
55
|
|
Change in provisions
|
|
|
274
|
|
|
384
|
|
Change in deferred taxes
|
|
|
85
|
|
|
(118
|
)
|
Change in items due to buy-back commitments and GDP vehicles
|
(24)
|
|
6
|
|
|
53
|
|
Change in working capital
|
(24)
|
|
(1,000
|
)
|
|
(210
|
)
|
Total
|
|
|
958
|
|
|
1,396
|
|
Cash flows used in investing activities:
|
|
|
|
|
|
||
Investments in property, plant and equipment and intangible assets
|
|
|
(2,078
|
)
|
|
(1,443
|
)
|
Acquisitions and capital increases in joint ventures, associates and unconsolidated subsidiaries
|
|
|
(75
|
)
|
|
(2
|
)
|
Proceeds from the sale of tangible and intangible assets
|
|
|
6
|
|
|
17
|
|
Proceeds from disposal of other investments
|
|
|
—
|
|
|
7
|
|
Net change in receivables from financing activities
|
|
|
360
|
|
|
(211
|
)
|
Change in current securities
|
|
|
8
|
|
|
9
|
|
Other changes
|
|
|
(9
|
)
|
|
24
|
|
Total
|
|
|
(1,788
|
)
|
|
(1,599
|
)
|
Cash flows used in financing activities:
|
|
|
|
|
|
||
Issuance of bonds
|
(24)
|
|
—
|
|
|
3,011
|
|
Repayment of bonds
|
(24)
|
|
(1,500
|
)
|
|
—
|
|
Issuance of other medium-term borrowings
|
(24)
|
|
953
|
|
|
1,840
|
|
Repayment of other medium-term borrowings
|
(24)
|
|
(1,139
|
)
|
|
(3,892
|
)
|
Net change in other financial payables and other financial assets/liabilities
|
(24)
|
|
(63
|
)
|
|
107
|
|
Increase in share capital
|
|
|
5
|
|
|
1
|
|
Distribution of certain tax obligations
|
|
|
—
|
|
|
(45
|
)
|
Acquisition of non-controlling interests
|
(24)
|
|
—
|
|
|
(2,691
|
)
|
Total
|
|
|
(1,744
|
)
|
|
(1,669
|
)
|
Translation exchange differences
|
|
|
1,403
|
|
|
(83
|
)
|
Total change in Cash and cash equivalents
|
|
|
(1,171
|
)
|
|
(1,955
|
)
|
Cash and cash equivalents at end of the period
|
(16)
|
|
21,669
|
|
|
17,500
|
|
|
Attributable to owners of the parent
|
|
|
|
|
||||||||||||||||||||||||
|
Share capital
|
|
Treasury shares
|
|
Other reserves
|
|
Cash flow hedge reserve
|
|
Currency translation differences
|
|
Available-for-sale financial assets
|
|
Remeasure-ment of defined benefit plans
|
|
Cumulative share of OCI of equity method investees
|
|
Non-controlling interests
|
|
Total
|
||||||||||
|
(€ million)
|
||||||||||||||||||||||||||||
December 31, 2013
|
4,477
|
|
|
(259
|
)
|
|
4,860
|
|
|
101
|
|
|
51
|
|
|
(13
|
)
|
|
(757
|
)
|
|
(134
|
)
|
|
4,258
|
|
|
12,584
|
|
Capital increase
|
1
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1
|
|
Share-based payments
|
—
|
|
|
—
|
|
|
1
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1
|
|
Purchase of shares in subsidiaries from non-controlling interests
|
—
|
|
|
—
|
|
|
1,623
|
|
|
35
|
|
|
171
|
|
|
—
|
|
|
(518
|
)
|
(1)
|
—
|
|
|
(3,976
|
)
|
|
(2,665
|
)
|
Distribution of certain taxes paid
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(45
|
)
|
|
(45
|
)
|
Net (loss)/profit
|
—
|
|
|
—
|
|
|
(189
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
16
|
|
|
(173
|
)
|
Other comprehensive income/(loss)
|
—
|
|
|
—
|
|
|
—
|
|
|
(41
|
)
|
|
(24
|
)
|
|
5
|
|
|
(3
|
)
|
|
(5
|
)
|
|
74
|
|
|
6
|
|
Other changes
|
—
|
|
|
—
|
|
|
4
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
4
|
|
March 31, 2014
|
4,478
|
|
|
(259
|
)
|
|
6,299
|
|
|
95
|
|
|
198
|
|
|
(8
|
)
|
|
(1,278
|
)
|
|
(139
|
)
|
|
327
|
|
|
9,713
|
|
|
Attributable to owners of the parent
|
|
|
|
|
||||||||||||||||||||||||
|
Share capital
|
|
Treasury shares
|
|
Other reserves
|
|
Cash flow hedge reserve
|
|
Currency translation differences
|
|
Available-for-sale financial assets
|
|
Remeasure-ment of defined benefit plans
|
|
Cumulative share of OCI of equity method investees
|
|
Non-controlling interests
|
|
Total
|
||||||||||
|
(€ million)
|
||||||||||||||||||||||||||||
At December 31, 2014
|
17
|
|
|
—
|
|
|
13,754
|
|
|
(69
|
)
|
|
1,424
|
|
|
(37
|
)
|
|
(1,578
|
)
|
|
(86
|
)
|
|
313
|
|
|
13,738
|
|
Capital increase
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
5
|
|
|
5
|
|
Net profit
|
—
|
|
|
—
|
|
|
78
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
14
|
|
|
92
|
|
Other comprehensive income/(loss)
|
—
|
|
|
—
|
|
|
—
|
|
|
(6
|
)
|
|
1,425
|
|
|
14
|
|
|
(51
|
)
|
|
45
|
|
|
1
|
|
|
1,428
|
|
Other changes
|
—
|
|
|
—
|
|
|
(37
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
9
|
|
|
(28
|
)
|
At March 31, 2015
|
17
|
|
|
—
|
|
|
13,795
|
|
|
(75
|
)
|
|
2,849
|
|
|
(23
|
)
|
|
(1,629
|
)
|
|
(41
|
)
|
|
342
|
|
|
15,235
|
|
•
|
The Group adopted the narrow scope amendments to IAS 19 – Employee benefits
entitled “
Defined Benefit Plans: Employee Contributions
” which apply to contributions from employees or third parties to defined benefit plans in order to simplify their accounting in specific cases. There was no effect from the adoption of these amendments.
|
•
|
The Group adopted the IASB's Annual Improvements to IFRSs 2010 – 2012 Cycle and Annual Improvements to IFRSs 2011–2013 Cycle. The most important topics addressed in these amendments are, among others, the definition of vesting conditions in IFRS 2 –
Share-based payments
, the disclosure on judgment used in the aggregation of operating segments in IFRS 8 –
Operating Segments,
the identification and disclosure of a related party transaction that arises when a management entity provides key management personnel service to a reporting entity in IAS 24 –
Related Party disclosures,
the extension of the exclusion from the scope of IFRS 3 –
Business Combinations
to all types of joint arrangements and to clarify the application of certain exceptions in IFRS 13 –
Fair value Measurement.
There was no significant effect from the adoption of these amendments.
|
|
2015
|
|
2014
|
|
||||
|
For the three months ended March 31,
|
|
At March 31,
|
|
For the three months ended March 31,
|
|
At March 31,
|
|
U.S. Dollar
|
1.126
|
|
1.076
|
|
1.370
|
|
1.379
|
|
Brazilian Real
|
3.224
|
|
3.496
|
|
3.240
|
|
3.128
|
|
Chinese Renminbi
|
7.023
|
|
6.671
|
|
8.358
|
|
8.575
|
|
Serbian Dinar
|
121.500
|
|
120.215
|
|
115.720
|
|
115.385
|
|
Polish Zloty
|
4.193
|
|
4.085
|
|
4.184
|
|
4.172
|
|
Argentine Peso
|
9.780
|
|
9.477
|
|
10.407
|
|
11.033
|
|
Pound Sterling
|
0.743
|
|
0.727
|
|
0.828
|
|
0.828
|
|
Swiss Franc
|
1.072
|
|
1.046
|
|
1.224
|
|
1.219
|
|
|
For the three months ended March 31,
|
||||
|
2015
|
|
2014
|
||
|
(€ million)
|
||||
Revenues from:
|
|
|
|
||
Sales of goods
|
25,401
|
|
|
21,235
|
|
Services provided
|
504
|
|
|
510
|
|
Contract revenues
|
336
|
|
|
273
|
|
Interest income of financial services activities
|
78
|
|
|
62
|
|
Lease installments from assets under operating leases
|
77
|
|
|
45
|
|
Total Net revenues
|
26,396
|
|
|
22,125
|
|
|
For the three months ended March 31,
|
||
|
2015
|
|
2014
|
|
(€ million)
|
||
Research and development costs expensed
|
412
|
|
376
|
Amortization of capitalized development costs
|
314
|
|
245
|
Write-off of costs previously capitalized
|
1
|
|
5
|
Total Research and development costs
|
727
|
|
626
|
|
For the three months ended March 31,
|
||
|
2015
|
|
2014
|
Financial income:
|
(€ million)
|
||
Interest income and other financial income
|
56
|
|
51
|
Interest income of financial services activities
|
78
|
|
62
|
Gains on disposal of securities
|
1
|
|
1
|
Total Financial income
|
135
|
|
114
|
|
|
|
|
Total Financial income relating to:
|
|
|
|
Industrial companies (A)
|
57
|
|
52
|
Financial services companies (reported within Net revenues)
|
78
|
|
62
|
|
|
|
|
Financial expenses:
|
|
|
|
Interest expense and other financial expenses
|
512
|
|
463
|
Write-downs of financial assets
|
36
|
|
20
|
Losses on disposal of securities
|
4
|
|
1
|
Net interest expenses on employee benefits provisions
|
97
|
|
75
|
Total Financial expenses
|
649
|
|
559
|
Net expenses from derivative financial instruments and exchange rate differences
|
57
|
|
31
|
|
|
|
|
Total Financial expenses and Net expenses from derivative financial instruments and exchange rate differences
|
706
|
|
590
|
|
|
|
|
Total Financial expenses and Net expenses from derivative financial instruments and exchange rate differences relating to:
|
|
|
|
Industrial companies (B)
|
663
|
|
545
|
Financial services companies (reported within Cost of sales)
|
43
|
|
45
|
Net financial expenses relating to industrial companies (A - B)
|
606
|
|
493
|
|
For the three months ended March 31,
|
||||
|
2015
|
|
2014
|
||
|
(€ million)
|
||||
Current tax expense
|
107
|
|
|
51
|
|
Deferred tax income
|
(10
|
)
|
|
(117
|
)
|
Taxes relating to prior periods
|
(3
|
)
|
|
16
|
|
Total tax expense/(income)
|
94
|
|
|
(50
|
)
|
|
At March 31, 2015
|
|
At December 31, 2014
|
||
|
(€ million)
|
||||
Deferred tax assets
|
3,594
|
|
|
3,547
|
|
Deferred tax liabilities
|
(104
|
)
|
|
(233
|
)
|
Net deferred tax assets
|
3,490
|
|
|
3,314
|
|
|
|
For the three months ended March 31,
|
||||
|
|
2015
|
|
2014
|
||
|
|
Ordinary
shares |
|
Ordinary
shares |
||
Profit/(loss) attributable to owners of the parent
|
million €
|
78
|
|
|
(189
|
)
|
Weighted average number of shares outstanding
|
thousand
|
1,508,310
|
|
|
1,216,148
|
|
Basic earnings/(loss) per ordinary share
|
€
|
0.052
|
|
|
(0.155
|
)
|
|
Balance at December 31, 2014
|
|
Additions
|
|
Change in the scope of consolidation
|
|
Amortization
|
|
Translation differences and other changes
|
|
Balance at March 31, 2015
|
||||||
( € million)
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Goodwill and intangible assets with indefinite useful lives
|
14,012
|
|
|
—
|
|
|
54
|
|
|
—
|
|
|
1,687
|
|
|
15,753
|
|
Other intangible assets
|
8,835
|
|
|
634
|
|
|
—
|
|
|
(397
|
)
|
|
496
|
|
|
9,568
|
|
Total Intangible assets
|
22,847
|
|
|
634
|
|
|
54
|
|
|
(397
|
)
|
|
2,183
|
|
|
25,321
|
|
|
Balance at December 31, 2014
|
|
Additions
|
|
Depreciation
|
|
Translation differences
|
|
Divestitures and other changes
|
|
Balance at March 31, 2015
|
||||||
( € million)
|
|||||||||||||||||
Property, plant and equipment
|
26,408
|
|
|
1,444
|
|
|
(1,000
|
)
|
|
1,333
|
|
|
(1
|
)
|
|
28,184
|
|
|
At March 31, 2015
|
|
At December 31, 2014
|
||
|
|
||||
(€ million)
|
|
|
|
||
Raw materials, supplies and finished goods
|
12,361
|
|
|
10,294
|
|
Gross amount due from customers for contract work
|
263
|
|
|
155
|
|
Total Inventories
|
12,624
|
|
|
10,449
|
|
|
At March 31, 2015
|
|
At December 31, 2014
|
||
|
|
||||
( € million)
|
|
|
|
||
Aggregate amount of costs incurred and recognized profits (less recognized losses) to date
|
2,174
|
|
|
1,817
|
|
Less: Progress billings
|
(2,199
|
)
|
|
(1,914
|
)
|
Construction contracts, net of advances on contract work
|
(25
|
)
|
|
(97
|
)
|
Gross amount due from customers for contract work as an asset
|
263
|
|
|
155
|
|
Less: Gross amount due to customers for contract work as a liability included in Other
current liabilities |
(288
|
)
|
|
(252
|
)
|
Construction contracts, net of advances on contract work
|
(25
|
)
|
|
(97
|
)
|
|
At March 31, 2015
|
|
At December 31, 2014
|
||
|
|
||||
( € million)
|
|
|
|
||
Trade receivables
|
2,949
|
|
|
2,564
|
|
Receivables from financing activities
|
3,545
|
|
|
3,843
|
|
Current tax receivables
|
277
|
|
|
328
|
|
Other current assets:
|
|
|
|
||
Other current receivables
|
2,168
|
|
|
2,246
|
|
Accrued income and prepaid expenses
|
634
|
|
|
515
|
|
Total Other current assets
|
2,802
|
|
|
2,761
|
|
Total Current receivables and Other current assets
|
9,573
|
|
|
9,496
|
|
|
At March 31, 2015
|
|
At December 31, 2014
|
||
|
|
||||
( € million)
|
|
||||
Dealer financing
|
1,887
|
|
|
2,313
|
|
Retail financing
|
1,104
|
|
|
1,039
|
|
Finance leases
|
368
|
|
|
349
|
|
Other
|
186
|
|
|
142
|
|
Total Receivables from financing activities
|
3,545
|
|
|
3,843
|
|
|
For the three months ended March 31,
|
||||
|
2015
|
|
2014
|
||
(€ million)
|
|
|
|
||
Items that will not be reclassified to the Consolidated Income Statements in subsequent periods:
|
|
|
|
||
(Losses) on remeasurement of defined benefit plans
|
(67
|
)
|
|
(2
|
)
|
Total items that will not be reclassified to the Consolidated Income Statements (B1)
|
(67
|
)
|
|
(2
|
)
|
|
|
|
|
||
Items that may be reclassified to the Consolidated Income Statements in subsequent periods:
|
|
|
|
||
(Losses)/gains on cash flow hedging instruments arising during the period
|
(253
|
)
|
|
32
|
|
Gains/(losses) on cash flow hedging instruments reclassified to the Consolidated Income Statements
|
247
|
|
|
(89
|
)
|
(Losses) on cash flow hedging instruments
|
(6
|
)
|
|
(57
|
)
|
Gains on available-for-sale financial assets
|
15
|
|
|
5
|
|
Exchange differences on translating foreign operations
|
1,433
|
|
|
51
|
|
Share of Other comprehensive income/(loss) for equity method investees arising during the period
|
43
|
|
|
(6
|
)
|
Share of Other comprehensive income for equity method investees reclassified to the Consolidated Income Statements
|
3
|
|
|
1
|
|
Share of Other comprehensive income/(loss) for equity method investees
|
46
|
|
|
(5
|
)
|
|
|
|
|
||
Total items that may be reclassified to the Consolidated Income Statements (B2)
|
1,488
|
|
|
(6
|
)
|
|
|
|
|
||
Total Other comprehensive income/(loss) (B1)+(B2)=(B)
|
1,421
|
|
|
(8
|
)
|
Tax effect
|
7
|
|
|
14
|
|
Total Other comprehensive income, net of tax
|
1,428
|
|
|
6
|
|
|
For the three months ended March 31,
|
|||||||||||||||||
|
2015
|
|
2014
|
|
||||||||||||||
|
Pre-tax
balance |
|
Tax
income/ (expense) |
|
Net
balance |
|
Pre-tax
balance |
|
Tax
income/ (expense) |
|
Net
balance |
|
||||||
|
(€ million)
|
|||||||||||||||||
Gains/(losses) on
remeasurement of defined benefit plans |
(67
|
)
|
|
16
|
|
|
(51
|
)
|
|
(2
|
)
|
|
(1
|
)
|
|
(3
|
)
|
|
Gains/(losses) on cash flow
hedging instruments |
(6
|
)
|
|
(9
|
)
|
|
(15
|
)
|
|
(57
|
)
|
|
15
|
|
|
(42
|
)
|
|
Gains/(losses) on available-
for-sale financial assets |
15
|
|
|
—
|
|
|
15
|
|
|
5
|
|
|
—
|
|
|
5
|
|
|
Exchange gains/(losses) on
translating foreign operations |
1,433
|
|
|
—
|
|
|
1,433
|
|
|
51
|
|
|
—
|
|
|
51
|
|
|
Share of Other comprehensive income/(loss) for equity method investees
|
46
|
|
|
—
|
|
|
46
|
|
|
(5
|
)
|
|
—
|
|
|
(5
|
)
|
|
Total Other comprehensive
income |
1,421
|
|
|
7
|
|
|
1,428
|
|
|
(8
|
)
|
|
14
|
|
|
6
|
|
|
|
|
||||
|
Number of Fiat
shares |
|
Average fair
value at the grant date (€) |
||
Outstanding shares unvested at January 1, 2015
|
2,333,334
|
|
|
4.205
|
|
Granted
|
—
|
|
|
—
|
|
Forfeited
|
—
|
|
|
—
|
|
Vested
|
(2,333,334
|
)
|
|
4.205
|
|
Outstanding shares unvested at March 31, 2015
|
—
|
|
|
—
|
|
|
At March 31,
|
|
At December 31,
|
||
|
2015
|
|
2014
|
||
(€ million)
|
|
|
|
||
Employee benefits
|
10,609
|
|
|
9,592
|
|
Other provisions
|
|
|
|
||
Warranty provision
|
5,581
|
|
|
4,845
|
|
Restructuring provision
|
126
|
|
|
131
|
|
Investment provision
|
9
|
|
|
8
|
|
Other risks and charges
|
6,225
|
|
|
5,796
|
|
Total Other provisions
|
11,941
|
|
|
10,780
|
|
Total Provisions
|
22,550
|
|
|
20,372
|
|
|
|
At March 31, 2015
|
|
At December 31, 2014
|
||
(€ million)
|
|
|
|
|
||
Bonds
|
|
16,975
|
|
|
17,648
|
|
Borrowings from banks
|
|
13,259
|
|
|
12,751
|
|
Payables represented by securities
|
|
1,389
|
|
|
1,373
|
|
Asset-backed financing
|
|
188
|
|
|
469
|
|
Other debt
|
|
1,555
|
|
|
1,483
|
|
Total Debt
|
|
33,366
|
|
|
33,724
|
|
|
|
Currency
|
|
Face value of
outstanding bonds (in million) |
|
Coupon
|
|
Maturity
|
|
March 31, 2015
|
|
December 31, 2014
|
||||
Global Medium Term Notes:
|
|
|
|
|
|
|
|
|
|
(€ million)
|
||||||
Fiat Chrysler Finance Europe S.A.
(1)
|
|
EUR
|
|
1,500
|
|
|
6.875
|
%
|
|
February 13, 2015
|
|
—
|
|
|
1,500
|
|
Fiat Chrysler Finance Europe S.A.
(2)
|
|
CHF
|
|
425
|
|
|
5.000
|
%
|
|
September 7, 2015
|
|
406
|
|
|
353
|
|
Fiat Chrysler Finance Europe S.A.
(1)
|
|
EUR
|
|
1,000
|
|
|
6.375
|
%
|
|
April 1, 2016
|
|
1,000
|
|
|
1,000
|
|
Fiat Chrysler Finance Europe S.A.
(1)
|
|
EUR
|
|
1,000
|
|
|
7.750
|
%
|
|
October 17, 2016
|
|
1,000
|
|
|
1,000
|
|
Fiat Chrysler Finance Europe S.A.
(2)
|
|
CHF
|
|
400
|
|
|
5.250
|
%
|
|
November 23, 2016
|
|
383
|
|
|
333
|
|
Fiat Chrysler Finance Europe S.A.
(1)
|
|
EUR
|
|
850
|
|
|
7.000
|
%
|
|
March 23, 2017
|
|
850
|
|
|
850
|
|
Fiat Chrysler Finance North America Inc.
(1)
|
|
EUR
|
|
1,000
|
|
|
5.625
|
%
|
|
June 12, 2017
|
|
1,000
|
|
|
1,000
|
|
Fiat Chrysler Finance Europe S.A.
(2)
|
|
CHF
|
|
450
|
|
|
4.000
|
%
|
|
November 22, 2017
|
|
430
|
|
|
374
|
|
Fiat Chrysler Finance Europe S.A.
(1)
|
|
EUR
|
|
1,250
|
|
|
6.625
|
%
|
|
March 15, 2018
|
|
1,250
|
|
|
1,250
|
|
Fiat Chrysler Finance Europe S.A.
(1)
|
|
EUR
|
|
600
|
|
|
7.375
|
%
|
|
July 9, 2018
|
|
600
|
|
|
600
|
|
Fiat Chrysler Finance Europe S.A.
(2)
|
|
CHF
|
|
250
|
|
|
3.125
|
%
|
|
September 30, 2019
|
|
239
|
|
|
208
|
|
Fiat Chrysler Finance Europe S.A.
(1)
|
|
EUR
|
|
1,250
|
|
|
6.750
|
%
|
|
October 14, 2019
|
|
1,250
|
|
|
1,250
|
|
Fiat Chrysler Finance Europe S.A.
(1)
|
|
EUR
|
|
1,000
|
|
|
4.750
|
%
|
|
March 22, 2021
|
|
1,000
|
|
|
1,000
|
|
Fiat Chrysler Finance Europe S.A.
(1)
|
|
EUR
|
|
1,350
|
|
|
4.750
|
%
|
|
July 15, 2022
|
|
1,350
|
|
|
1,350
|
|
Others
|
|
EUR
|
|
7
|
|
|
|
|
|
|
7
|
|
|
7
|
|
|
Total Global Medium Term Notes
|
|
|
|
|
|
|
|
|
|
10,765
|
|
|
12,075
|
|
||
Other bonds:
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
FCA US (Secured Senior Notes)
(3)
|
|
U.S.$
|
|
2,875
|
|
|
8.000
|
%
|
|
June 15, 2019
|
|
2,672
|
|
|
2,368
|
|
FCA US (Secured Senior Notes)
(3)
|
|
U.S.$
|
|
3,080
|
|
|
8.250
|
%
|
|
June 15, 2021
|
|
2,863
|
|
|
2,537
|
|
Total other bonds
|
|
|
|
|
|
|
|
|
|
5,535
|
|
|
4,905
|
|
||
Hedging effect and amortized cost valuation
|
|
|
|
|
|
675
|
|
|
668
|
|
||||||
Total bonds
|
|
|
|
|
|
|
|
|
|
16,975
|
|
|
17,648
|
|
|
At March 31,
|
|
At December 31,
|
||
|
2015
|
|
2014
|
||
|
(€ million)
|
||||
Advances on buy-back agreements
|
2,867
|
|
|
2,571
|
|
Indirect tax payables
|
1,433
|
|
|
1,495
|
|
Accrued expenses and deferred income
|
3,442
|
|
|
2,992
|
|
Payables to personnel
|
823
|
|
|
932
|
|
Social security payables
|
380
|
|
|
338
|
|
Amounts due to customers for contract work
|
288
|
|
|
252
|
|
Other
|
2,752
|
|
|
2,915
|
|
Total Other current liabilities
|
11,985
|
|
|
11,495
|
|
•
|
Level 1 inputs are quoted prices (unadjusted) in active markets for identical assets and liabilities that the Group can access at the measurement date.
|
•
|
Level 2 inputs are inputs other than quoted prices included within Level 1 that are observable for the assets or liabilities, either directly or indirectly.
|
•
|
Level 3 inputs are unobservable inputs for the assets and liabilities.
|
|
|
|
At March 31, 2015
|
|
At December 31, 2014
|
||||||||||||||||||||
|
Note
|
|
Level 1
|
|
Level 2
|
|
Level 3
|
|
Total
|
|
Level 1
|
|
Level 2
|
|
Level 3
|
|
Total
|
||||||||
|
|
|
(€ million)
|
|
(€ million)
|
||||||||||||||||||||
Assets at fair value available-for-sale:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Investments at fair value with changes directly in Other comprehensive income
|
|
|
125
|
|
|
14
|
|
|
—
|
|
|
139
|
|
|
110
|
|
|
14
|
|
|
—
|
|
|
124
|
|
Other non-current securities
|
|
|
40
|
|
|
—
|
|
|
23
|
|
|
63
|
|
|
45
|
|
|
—
|
|
|
22
|
|
|
67
|
|
Current securities available-for-sale
|
|
|
29
|
|
|
—
|
|
|
—
|
|
|
29
|
|
|
30
|
|
|
—
|
|
|
—
|
|
|
30
|
|
Financial assets at fair value held-for-trading:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Current investments
|
|
|
43
|
|
|
—
|
|
|
—
|
|
|
43
|
|
|
36
|
|
|
—
|
|
|
—
|
|
|
36
|
|
Current securities held for trading
|
|
|
197
|
|
|
—
|
|
|
—
|
|
|
197
|
|
|
180
|
|
|
—
|
|
|
—
|
|
|
180
|
|
Other financial assets
|
(15)
|
|
42
|
|
|
1,227
|
|
|
—
|
|
|
1,269
|
|
|
38
|
|
|
473
|
|
|
4
|
|
|
515
|
|
Cash and cash equivalents
|
(16)
|
|
20,043
|
|
|
1,626
|
|
|
—
|
|
|
21,669
|
|
|
20,804
|
|
|
2,036
|
|
|
—
|
|
|
22,840
|
|
Total Assets
|
|
|
20,519
|
|
|
2,867
|
|
|
23
|
|
|
23,409
|
|
|
21,243
|
|
|
2,523
|
|
|
26
|
|
|
23,792
|
|
Other financial liabilities
|
(15)
|
|
—
|
|
|
1,281
|
|
|
19
|
|
|
1,300
|
|
|
—
|
|
|
740
|
|
|
8
|
|
|
748
|
|
Total Liabilities
|
|
|
—
|
|
|
1,281
|
|
|
19
|
|
|
1,300
|
|
|
—
|
|
|
740
|
|
|
8
|
|
|
748
|
|
•
|
the fair value of forward contracts and currency swaps is determined by taking the prevailing exchange rates and interest rates at the balance sheet date;
|
•
|
the fair value of interest rate swaps and forward rate agreements is determined by taking the prevailing interest rates at the balance sheet date and using the discounted expected cash flow method;
|
•
|
the fair value of combined interest rate and currency swaps is determined using the exchange and interest rates prevailing at the balance sheet date and the discounted expected cash flow method;
|
•
|
the fair value of swaps and options hedging commodity price risk is determined by using suitable valuation techniques and taking market parameters at the balance sheet date (in particular, underlying prices, interest rates and volatility rates).
|
|
|
||||
|
2015
|
|
2014
|
||
|
(€ million)
|
||||
Other non-current securities:
|
|
|
|
||
At January 1,
|
22
|
|
|
12
|
|
(Losses) recognized in Interim Consolidated Income Statement
(1)
|
(2
|
)
|
|
—
|
|
Gains recognized in Other comprehensive income
(2)
|
3
|
|
|
—
|
|
At March 31,
|
23
|
|
|
12
|
|
|
|
||||
|
2015
|
|
2014
|
||
|
(€ million)
|
||||
Other financial assets/(liabilities):
|
|
|
|
||
At January 1,
|
(4
|
)
|
|
2
|
|
Gains recognized in Interim Consolidated Income Statement
(1)
|
—
|
|
|
2
|
|
(Losses)/gains recognized in Other comprehensive income
(2)
|
(15
|
)
|
|
8
|
|
Issues/Settlements
|
—
|
|
|
(4
|
)
|
At March 31,
|
(19
|
)
|
|
8
|
|
|
|
|
At March 31, 2015
|
|
At December 31, 2014
|
||||||||
|
Note
|
|
Carrying
amount |
|
Fair
Value |
|
Carrying
amount |
|
Fair
Value |
||||
|
|
|
(€ million)
|
||||||||||
Dealer financing
|
|
|
1,887
|
|
|
1,887
|
|
|
2,313
|
|
|
2,312
|
|
Retail financing
|
|
|
1,104
|
|
|
1,098
|
|
|
1,039
|
|
|
1,032
|
|
Finance lease
|
|
|
368
|
|
|
369
|
|
|
349
|
|
|
351
|
|
Other receivables from financing activities
|
|
|
186
|
|
|
186
|
|
|
142
|
|
|
142
|
|
Receivables from financing activities
|
(14)
|
|
3,545
|
|
|
3,540
|
|
|
3,843
|
|
|
3,837
|
|
Asset backed financing
|
|
|
188
|
|
|
188
|
|
|
469
|
|
|
469
|
|
Bonds
|
|
|
16,975
|
|
|
18,247
|
|
|
17,648
|
|
|
18,794
|
|
Other debt
|
|
|
16,203
|
|
|
16,364
|
|
|
15,607
|
|
|
15,685
|
|
Debt
|
(20)
|
|
33,366
|
|
|
34,799
|
|
|
33,724
|
|
|
34,948
|
|
•
|
the sale of motor vehicles to the joint ventures Tofas and FCA Bank leasing and renting subsidiaries;
|
•
|
the sale of engines, other components and production systems and the purchase of commercial vehicles with the joint operation Sevel S.p.A.;
|
•
|
the sale of engines, other components and production systems to companies of CNHI;
|
•
|
the provision of services and the sale of goods with the joint operation Fiat India Automobiles Private Limited;
|
•
|
the provision of services and the sale of goods to the joint venture GAC Fiat Chrysler Automobiles Co. Ltd;
|
•
|
the provision of services (accounting, payroll, tax administration, information technology, purchasing and security) to the companies of CNHI;
|
•
|
the purchase of commercial vehicles from the joint venture Tofas; and
|
•
|
the purchase of commercial vehicles under contract manufacturing agreement from CNHI.
|
|
For the three months ended March 31,
|
|
For the three months ended March 31,
|
||||||||||||||||||||
|
2015
|
|
2014
|
||||||||||||||||||||
|
Net
Revenues |
|
Cost of
sales |
|
Selling,
general
and
adminis-
trative
costs
|
|
Financial
income/ (expenses) |
|
Net
Revenues |
|
Cost of
sales |
|
Selling,
general and adminis-
trative
costs |
|
Financial
income/ (expenses) |
||||||||
|
(€ million)
|
||||||||||||||||||||||
Total joint arrangements and associates
|
853
|
|
|
397
|
|
|
3
|
|
|
(6
|
)
|
|
469
|
|
|
317
|
|
|
5
|
|
|
(8
|
)
|
CNHI
|
139
|
|
|
117
|
|
|
—
|
|
|
—
|
|
|
170
|
|
|
120
|
|
|
—
|
|
|
1
|
|
Other
|
17
|
|
|
3
|
|
|
6
|
|
|
—
|
|
|
12
|
|
|
5
|
|
|
18
|
|
|
—
|
|
Total transactions with related parties
|
1,009
|
|
|
517
|
|
|
9
|
|
|
(6
|
)
|
|
651
|
|
|
442
|
|
|
23
|
|
|
(7
|
)
|
|
At March 31, 2015
|
|
At December 31, 2014
|
||||||||||||||||||||
|
Trade
receivables |
|
Trade
payables |
|
Other
current assets |
|
Other
current liabilities |
|
Trade
receivables |
|
Trade
payables |
|
Other
current assets |
|
Other
current liabilities |
||||||||
|
(€ million)
|
||||||||||||||||||||||
Total joint arrangements and associates
|
242
|
|
|
368
|
|
|
73
|
|
|
134
|
|
|
222
|
|
|
431
|
|
|
6
|
|
|
121
|
|
CNHI
|
57
|
|
|
19
|
|
|
28
|
|
|
7
|
|
|
49
|
|
|
24
|
|
|
23
|
|
|
8
|
|
Other
|
33
|
|
|
12
|
|
|
3
|
|
|
1
|
|
|
31
|
|
|
20
|
|
|
2
|
|
|
2
|
|
Total for related parties
|
332
|
|
|
399
|
|
|
104
|
|
|
142
|
|
|
302
|
|
|
475
|
|
|
31
|
|
|
131
|
|
|
At March 31, 2015
|
|
At December 31, 2014
|
||||||||||||||
|
Current
receivables from financing activities |
|
Asset-
backed financing |
|
Other debt
|
|
Current
receivables from financing activities |
|
Asset-
backed financing |
|
Other debt
|
||||||
|
(€ million)
|
||||||||||||||||
Total joint arrangements and associates
|
120
|
|
|
54
|
|
|
91
|
|
|
132
|
|
|
100
|
|
|
17
|
|
CNHI
|
5
|
|
|
—
|
|
|
—
|
|
|
6
|
|
|
—
|
|
|
—
|
|
Other
|
33
|
|
|
—
|
|
|
30
|
|
|
24
|
|
|
—
|
|
|
30
|
|
Total for related parties
|
158
|
|
|
54
|
|
|
121
|
|
|
162
|
|
|
100
|
|
|
47
|
|
|
At March 31,
|
|
At December 31,
|
||
|
2015
|
|
2014
|
||
|
(€ million)
|
||||
Joint ventures
|
11
|
|
|
11
|
|
Unconsolidated subsidiaries
|
—
|
|
|
1
|
|
Total related parties guarantees
|
11
|
|
|
12
|
|
•
|
the repayment on maturity of a note issued under the GMTN Program for a total principal amount of €1,500 million; and
|
•
|
the payment of medium-term borrowings for a total of €1,139 million, which include the repayment on maturity of the European Investment Bank (“EIB”) loan of €250 million and the repayment of our Peso denominated Mexican development banks credit facilities of €414 million as part of FCA Mexico's refinancing transaction completed in March.
|
•
|
proceeds from new medium-term borrowings for a total of €953 million, which includes the initial disbursement received of €0.5 billion under the new non-revolving loan agreement of $0.9 billion (€0.9 billion) as part of FCA Mexico's refinancing transaction in March 2015 and other financing transactions, primarily in Brazil.
|
•
|
repayment of other medium-term borrowings for a total of €3,892 million, mainly related to the prepayment of all amounts due for the UAW Retiree Medical Benefits Trust, (“VEBA”) note (or “VEBA Trust Note”) amounting to approximately U.S.$5 billion (€3.6 billion), including accrued and unpaid interest;
|
•
|
proceeds from bond issuances for a total amount of €3,011 million which includes €1 billion of notes issued as part of the GMTN Program and €2 billion of Senior Secured Notes issued by FCA US;
|
•
|
proceeds from medium-term borrowings for a total of €1,840 million, which mainly related to the incremental term loan of U.S.$250 million (€182 million) under FCA US's existing Tranche B Term Loan Facility and the U.S.$1.75 billion (€1.3 billion) Tranche B Term Loan entered into by FCA US; and
|
•
|
acquisition of non-controlling interests of €2,691 million from the acquisition of the remaining 41.5 percent ownership interest in FCA US previously not owned by FCA.
|
•
|
Sevel S.p.A. (a wholly owned subsidiary) cooperation agreement with Peugeot-Citroen SA (“PSA”),
|
•
|
FCA US's repurchase obligations resulting from wholesale financing agreements in Mexico; and
|
•
|
the Group's unconditional purchase obligations to purchase a fixed or minimum quantity of goods and/or services with fixed and determinable price provisions.
|
|
|
Car Mass-Market brands
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Three months ended March 31, 2015
|
|
NAFTA
|
|
LATAM
|
|
APAC
|
|
EMEA
|
|
Ferrari
|
|
Maserati
|
|
Components
|
|
Other activities
|
|
Unallocated items & adjustments
|
|
FCA
|
||||||||||
|
|
(€ million)
|
||||||||||||||||||||||||||||
Revenues
|
|
16,177
|
|
|
1,551
|
|
|
1,512
|
|
|
4,684
|
|
|
621
|
|
|
523
|
|
|
2,435
|
|
|
197
|
|
|
(1,304
|
)
|
|
26,396
|
|
Revenues from transactions with other segments
|
|
(205
|
)
|
|
(39
|
)
|
|
(4
|
)
|
|
(119
|
)
|
|
(57
|
)
|
|
(1
|
)
|
|
(770
|
)
|
|
(109
|
)
|
|
1,304
|
|
|
—
|
|
Revenues from external customers
|
|
15,972
|
|
|
1,512
|
|
|
1,508
|
|
|
4,565
|
|
|
564
|
|
|
522
|
|
|
1,665
|
|
|
88
|
|
|
—
|
|
|
26,396
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Adjusted EBIT
|
|
601
|
|
|
(65
|
)
|
|
65
|
|
|
25
|
|
|
100
|
|
|
36
|
|
|
68
|
|
|
(9
|
)
|
|
(21
|
)
|
|
800
|
|
Restructuring
|
|
2
|
|
|
(6
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(4
|
)
|
Other
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(4
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(4
|
)
|
EBIT
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
792
|
|
|||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Net financial expenses
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
606
|
|
|||||||||
Profit before taxes
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
186
|
|
|||||||||
Tax expense
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
94
|
|
|||||||||
Net profit
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
92
|
|
|
|
Car Mass-Market brands
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Three Months Ended March 31, 2014
|
|
NAFTA
|
|
LATAM
|
|
APAC
|
|
EMEA
|
|
Ferrari
|
|
Maserati
|
|
Components
|
|
Other activities
|
|
Unallocated items & adjustments
|
|
FCA
|
||||||||||
|
|
(€ million)
|
||||||||||||||||||||||||||||
Revenues
|
|
11,732
|
|
|
1,965
|
|
|
1,497
|
|
|
4,341
|
|
|
620
|
|
|
649
|
|
|
2,081
|
|
|
201
|
|
|
(961
|
)
|
|
22,125
|
|
Revenues from transactions with other segments
|
|
(33
|
)
|
|
(7
|
)
|
|
(1
|
)
|
|
(122
|
)
|
|
(63
|
)
|
|
(1
|
)
|
|
(633
|
)
|
|
(101
|
)
|
|
961
|
|
|
—
|
|
Revenues from external customers
|
|
11,699
|
|
|
1,958
|
|
|
1,496
|
|
|
4,219
|
|
|
557
|
|
|
648
|
|
|
1,448
|
|
|
100
|
|
|
—
|
|
|
22,125
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Adjusted EBIT
|
|
380
|
|
|
44
|
|
|
135
|
|
|
(72
|
)
|
|
80
|
|
|
59
|
|
|
48
|
|
|
(13
|
)
|
|
(6
|
)
|
|
655
|
|
(Gains)/losses on the disposal of investments
|
|
—
|
|
|
7
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1
|
|
|
8
|
|
Restructuring
|
|
—
|
|
|
(6
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(4
|
)
|
|
—
|
|
|
—
|
|
|
(10
|
)
|
Other
(1)
|
|
(497
|
)
|
|
(94
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(2
|
)
|
|
—
|
|
|
210
|
|
|
(383
|
)
|
EBIT
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
270
|
|
|||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Net financial expenses
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
493
|
|
|||||||||
Loss before taxes
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(223
|
)
|
|||||||||
Tax income
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(50
|
)
|
|||||||||
Net loss
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(173
|
)
|
▪
|
adopted the 2014 annual accounts and re-elected all current directors of FCA,
|
▪
|
delegated to the Board of Directors authority to purchase common shares of the Company up to a maximum of 10% of the Company’s issued common shares as of the date of the AGM and
|
▪
|
adopted the Remuneration Policy of FCA and the proposed resolutions concerning executive directors' equity compensation.
|
▪
|
an annual bonus calculated on the basis of production efficiencies achieved, and
|
▪
|
a variable component linked to achievement of the financial targets established in the 2015-18 business plan for the EMEA region, including the activities of the premium brands Alfa Romeo and Maserati.
|
|
|
|
For the years ended December 31,
|
|||||||
|
Note
|
|
2014
|
|
2013
|
|
2012
|
|||
|
|
|
(€ million)
|
|||||||
Net revenues
|
(1)
|
|
96,090
|
|
|
86,624
|
|
|
83,765
|
|
Cost of sales
|
(2)
|
|
83,146
|
|
|
74,326
|
|
|
71,473
|
|
Selling, general and administrative costs
|
(3)
|
|
7,084
|
|
|
6,702
|
|
|
6,775
|
|
Research and development costs
|
(4)
|
|
2,537
|
|
|
2,236
|
|
|
1,858
|
|
Other income/(expenses)
|
|
|
197
|
|
|
77
|
|
|
(68
|
)
|
Result from investments:
|
(5)
|
|
131
|
|
|
84
|
|
|
87
|
|
Share of the profit of equity method
investees |
|
|
117
|
|
|
74
|
|
|
74
|
|
Other income from investments
|
|
|
14
|
|
|
10
|
|
|
13
|
|
Gains and (losses) on the disposal of
investments |
(6)
|
|
12
|
|
|
8
|
|
|
(91
|
)
|
Restructuring costs
|
(7)
|
|
50
|
|
|
28
|
|
|
15
|
|
Other unusual income/(expenses)
|
(8)
|
|
(390
|
)
|
|
(499
|
)
|
|
(138
|
)
|
EBIT
|
|
|
3,223
|
|
|
3,002
|
|
|
3,434
|
|
Net financial expenses
|
(9)
|
|
2,047
|
|
|
1,987
|
|
|
1,910
|
|
Profit before taxes
|
|
|
1,176
|
|
|
1,015
|
|
|
1,524
|
|
Tax expense/(income)
|
(10)
|
|
544
|
|
|
(936
|
)
|
|
628
|
|
Profit from continuing operations
|
|
|
632
|
|
|
1,951
|
|
|
896
|
|
Net profit
|
|
|
632
|
|
|
1,951
|
|
|
896
|
|
Net profit attributable to:
|
|
|
|
|
|
|
|
|||
Owners of the parent
|
|
|
568
|
|
|
904
|
|
|
44
|
|
Non-controlling interests
|
|
|
64
|
|
|
1,047
|
|
|
852
|
|
Basic earnings per ordinary share (in €)
|
(12)
|
|
0.465
|
|
|
0.744
|
|
|
0.036
|
|
Diluted earnings per ordinary share (in €)
|
(12)
|
|
0.460
|
|
|
0.736
|
|
|
0.036
|
|
|
|
|
For the years ended December 31,
|
|||||||
|
Note
|
|
2014
|
|
2013
|
|
2012
|
|||
|
|
|
(€ million)
|
|||||||
Net profit (A)
|
|
|
632
|
|
|
1,951
|
|
|
896
|
|
|
|
|
|
|
|
|
|
|||
Items that will not be reclassified to the Consolidated income statement in subsequent periods:
|
|
|
|
|
|
|
|
|||
(Losses)/gains on remeasurement of defined benefit plans
|
(23)
|
|
(333
|
)
|
|
2,676
|
|
|
(1,846
|
)
|
Share of (losses)/gains on remeasurement of defined benefit plans for
equity method investees |
(23)
|
|
(4
|
)
|
|
(7
|
)
|
|
4
|
|
Related tax impact
|
(23)
|
|
29
|
|
|
239
|
|
|
3
|
|
Total items that will not be reclassified to the Consolidated income statement in subsequent periods (B1)
|
|
|
(308
|
)
|
|
2,908
|
|
|
(1,839
|
)
|
|
|
|
|
|
|
|
|
|||
Items that may be reclassified to the Consolidated income statement in subsequent periods:
|
|
|
|
|
|
|
|
|||
(Losses)/gains on cash flow hedging instruments
|
(23)
|
|
(292
|
)
|
|
162
|
|
|
184
|
|
(Losses)/gains on available-for-sale financial assets
|
(23)
|
|
(24
|
)
|
|
4
|
|
|
27
|
|
Exchange differences on translating foreign operations
|
(23)
|
|
1,282
|
|
|
(720
|
)
|
|
(285
|
)
|
Share of Other comprehensive income/(loss) for equity method investees
|
(23)
|
|
51
|
|
|
(88
|
)
|
|
36
|
|
Related tax impact
|
(23)
|
|
73
|
|
|
(27
|
)
|
|
(24
|
)
|
Total items that may be reclassified to the Consolidated income statement in subsequent periods (B2)
|
|
|
1,090
|
|
|
(669
|
)
|
|
(62
|
)
|
|
|
|
|
|
|
|
|
|||
Total Other comprehensive income/(loss), net of tax (B1)+(B2)=(B)
|
|
|
782
|
|
|
2,239
|
|
|
(1,901
|
)
|
|
|
|
|
|
|
|
|
|||
Total Comprehensive income/(loss) (A)+(B)
|
|
|
1,414
|
|
|
4,190
|
|
|
(1,005
|
)
|
|
|
|
|
|
|
|
|
|||
Total Comprehensive income/(loss) attributable to:
|
|
|
|
|
|
|
|
|||
Owners of the parent
|
|
|
1,282
|
|
|
2,117
|
|
|
(1,062
|
)
|
Non-controlling interests
|
|
|
132
|
|
|
2,073
|
|
|
57
|
|
|
|
|
At December 31,
|
||||
|
Note
|
|
2014
|
|
2013
|
||
|
|
|
(€ million)
|
||||
Assets
|
|
|
|
|
|
||
Intangible assets:
|
|
|
22,847
|
|
|
19,514
|
|
Goodwill and intangible assets with indefinite useful lives
|
(13)
|
|
14,012
|
|
|
12,440
|
|
Other intangible assets
|
(14)
|
|
8,835
|
|
|
7,074
|
|
Property, plant and equipment
|
(15)
|
|
26,408
|
|
|
23,233
|
|
Investments and other financial assets:
|
(16)
|
|
2,020
|
|
|
2,052
|
|
Investments accounted for using the equity method
|
|
|
1,471
|
|
|
1,388
|
|
Other investments and financial assets
|
|
|
549
|
|
|
664
|
|
Defined benefit plan assets
|
|
|
114
|
|
|
105
|
|
Deferred tax assets
|
(10)
|
|
3,547
|
|
|
2,903
|
|
Total Non-current assets
|
|
|
54,936
|
|
|
47,807
|
|
Inventories
|
(17)
|
|
12,467
|
|
|
10,278
|
|
Trade receivables
|
(18)
|
|
2,564
|
|
|
2,544
|
|
Receivables from financing activities
|
(18)
|
|
3,843
|
|
|
3,671
|
|
Current tax receivables
|
(18)
|
|
328
|
|
|
312
|
|
Other current assets
|
(18)
|
|
2,761
|
|
|
2,323
|
|
Current financial assets:
|
|
|
761
|
|
|
815
|
|
Current investments
|
|
|
36
|
|
|
35
|
|
Current securities
|
(19)
|
|
210
|
|
|
247
|
|
Other financial assets
|
(20)
|
|
515
|
|
|
533
|
|
Cash and cash equivalents
|
(21)
|
|
22,840
|
|
|
19,455
|
|
Total Current assets
|
|
|
45,564
|
|
|
39,398
|
|
Assets held for sale
|
(22)
|
|
10
|
|
|
9
|
|
Total Assets
|
|
|
100,510
|
|
|
87,214
|
|
Equity and liabilities
|
|
|
|
|
|
||
Equity:
|
(23)
|
|
13,738
|
|
|
12,584
|
|
Equity attributable to owners of the parent
|
|
|
13,425
|
|
|
8,326
|
|
Non-controlling interest
|
|
|
313
|
|
|
4,258
|
|
Provisions:
|
|
|
20,372
|
|
|
17,427
|
|
Employee benefits
|
(25)
|
|
9,592
|
|
|
8,326
|
|
Other provisions
|
(26)
|
|
10,780
|
|
|
9,101
|
|
Deferred tax liabilities
|
(10)
|
|
233
|
|
|
278
|
|
Debt
|
(27)
|
|
33,724
|
|
|
30,283
|
|
Other financial liabilities
|
(20)
|
|
748
|
|
|
137
|
|
Other current liabilities
|
(29)
|
|
11,495
|
|
|
8,963
|
|
Current tax payables
|
|
|
346
|
|
|
314
|
|
Trade payables
|
(28)
|
|
19,854
|
|
|
17,207
|
|
Liabilities held for sale
|
(22)
|
|
—
|
|
|
21
|
|
Total Equity and liabilities
|
|
|
100,510
|
|
|
87,214
|
|
|
|
|
For the years ended December 31,
|
|||||||
|
Note
|
|
2014
|
|
2013
|
|
2012
|
|||
|
|
|
(€ million)
|
|||||||
Cash and cash equivalents at beginning of the period
|
(21)
|
|
19,455
|
|
|
17,666
|
|
|
17,526
|
|
Cash flows provided by operating activities:
|
|
|
|
|
|
|
|
|
|
|
Net profit for the period
|
|
|
632
|
|
|
1,951
|
|
|
896
|
|
Amortization and depreciation
|
|
|
4,897
|
|
|
4,635
|
|
|
4,201
|
|
Net losses on disposal of tangible and intangible assets
|
|
|
8
|
|
|
31
|
|
|
14
|
|
Net (gains)/losses on disposal of investments
|
|
|
(10
|
)
|
|
(8
|
)
|
|
91
|
|
Other non-cash items
|
(32)
|
|
352
|
|
|
535
|
|
|
582
|
|
Dividends received
|
|
|
87
|
|
|
92
|
|
|
89
|
|
Change in provisions
|
|
|
1,239
|
|
|
457
|
|
|
63
|
|
Change in deferred taxes
|
|
|
(179
|
)
|
|
(1,578
|
)
|
|
(72
|
)
|
Change in items due to buy-back commitments and GDP vehicles
|
(32)
|
|
178
|
|
|
93
|
|
|
(61
|
)
|
Change in working capital
|
(32)
|
|
965
|
|
|
1,410
|
|
|
689
|
|
Total
|
|
|
8,169
|
|
|
7,618
|
|
|
6,492
|
|
Cash flows used in investing activities:
|
|
|
|
|
|
|
|
|
|
|
Investments in property, plant and equipment and intangible assets
|
(32)
|
|
(8,121
|
)
|
|
(7,492
|
)
|
|
(7,564
|
)
|
Acquisitions and capital increases in joint ventures, associates and unconsolidated subsidiaries
|
|
|
(17
|
)
|
|
(166
|
)
|
|
(24
|
)
|
Net cash acquired in the acquisition of interests in subsidiaries and joint operations
|
(32)
|
|
6
|
|
|
15
|
|
|
14
|
|
Proceeds from the sale of tangible and intangible assets
|
|
|
40
|
|
|
59
|
|
|
118
|
|
Proceeds from disposal of other investments
|
|
|
38
|
|
|
5
|
|
|
21
|
|
Net change in receivables from financing activities
|
|
|
(137
|
)
|
|
(459
|
)
|
|
(14
|
)
|
Change in current securities
|
|
|
43
|
|
|
(10
|
)
|
|
(64
|
)
|
Other changes
|
|
|
8
|
|
|
(6
|
)
|
|
(29
|
)
|
Total
|
|
|
(8,140
|
)
|
|
(8,054
|
)
|
|
(7,542
|
)
|
Cash flows provided by financing activities:
|
|
|
|
|
|
|
|
|
|
|
Issuance of bonds
|
|
|
4,629
|
|
|
2,866
|
|
|
2,535
|
|
Repayment of bonds
|
|
|
(2,150
|
)
|
|
(1,000
|
)
|
|
(1,450
|
)
|
Issuance of other medium-term borrowings
|
|
|
4,876
|
|
|
3,188
|
|
|
1,925
|
|
Repayment of other medium-term borrowings
|
|
|
(5,838
|
)
|
|
(2,558
|
)
|
|
(1,535
|
)
|
Net change in other financial payables and other financial assets/liabilities
|
|
|
548
|
|
|
677
|
|
|
171
|
|
Issuance of Mandatory Convertible Securities and other share issuances
|
(23)
|
|
3,094
|
|
|
-
|
|
|
-
|
|
Cash Exit Rights following the merger of Fiat into FCA
|
|
|
(417
|
)
|
|
-
|
|
|
-
|
|
Exercise of stock options
|
|
|
146
|
|
|
4
|
|
|
22
|
|
Dividends paid
|
|
|
(15
|
)
|
|
(1
|
)
|
|
(58
|
)
|
Distribution of certain tax obligations of the VEBA Trust
|
(32)
|
|
(45
|
)
|
|
-
|
|
|
-
|
|
Acquisition of non-controlling interests
|
(32)
|
|
(2,691
|
)
|
|
(34
|
)
|
|
-
|
|
Distribution for tax withholding obligations on behalf of non-controlling interests
|
|
|
-
|
|
|
(6
|
)
|
|
-
|
|
Total
|
|
|
2,137
|
|
|
3,136
|
|
|
1,610
|
|
Translation exchange differences
|
|
|
1,219
|
|
|
(911
|
)
|
|
(420
|
)
|
Total change in Cash and cash equivalents
|
|
|
3,385
|
|
|
1,789
|
|
|
140
|
|
Cash and cash equivalents at end of the period
|
(21)
|
|
22,840
|
|
|
19,455
|
|
|
17,666
|
|
|
Attributable to owners of the parent
|
|
|
|
|
||||||||||||||||||||||||
|
Share capital
|
|
Treasury shares
|
|
Other reserves
|
|
Cash flow hedge reserve
|
|
Currency translation differences
|
|
Available-for-sale financial assets
|
|
Remeasure-ment of defined benefit plans
|
|
Cumulative share of OCI of equity method investees
|
|
Non-controlling interests
|
|
Total
|
||||||||||
|
(€ million)
|
||||||||||||||||||||||||||||
At December 31, 2011
|
4,466
|
|
|
(289
|
)
|
|
3,930
|
|
|
(170
|
)
|
|
834
|
|
|
(43
|
)
|
|
(1,291
|
)
|
|
(79
|
)
|
|
2,353
|
|
|
9,711
|
|
Capital increase
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
22
|
|
|
22
|
|
Effect of the conversion of preference and savings shares into ordinary shares
|
10
|
|
|
—
|
|
|
(10
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
Share-based payments
|
—
|
|
|
30
|
|
|
(15
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
15
|
|
Dividends distributed
|
—
|
|
|
—
|
|
|
(40
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(18
|
)
|
|
(58
|
)
|
Purchase and sale of shares in subsidiaries from/to non-controlling interests
|
—
|
|
|
—
|
|
|
22
|
|
|
1
|
|
|
3
|
|
|
—
|
|
|
(114
|
)
|
|
—
|
|
|
(232
|
)
|
|
(320
|
)
|
Net Profit
|
—
|
|
|
—
|
|
|
44
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
852
|
|
|
896
|
|
Other comprehensive income/(loss)
|
—
|
|
|
—
|
|
|
—
|
|
|
184
|
|
|
(219
|
)
|
|
26
|
|
|
(1,136
|
)
|
|
39
|
|
|
(795
|
)
|
|
(1,901
|
)
|
Other changes
|
—
|
|
|
—
|
|
|
4
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
4
|
|
At December 31, 2012
|
4,476
|
|
|
(259
|
)
|
|
3,935
|
|
|
15
|
|
|
618
|
|
|
(17
|
)
|
|
(2,541
|
)
|
|
(40
|
)
|
|
2,182
|
|
|
8,369
|
|
Capital increase
|
1
|
|
|
—
|
|
|
2
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1
|
|
|
4
|
|
Dividends distributed
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(1
|
)
|
|
(1
|
)
|
Share-based payments
|
—
|
|
|
—
|
|
|
9
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
9
|
|
Net Profit
|
—
|
|
|
—
|
|
|
904
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1,047
|
|
|
1,951
|
|
Other comprehensive income/(loss)
|
—
|
|
|
—
|
|
|
—
|
|
|
86
|
|
|
(567
|
)
|
|
4
|
|
|
1,784
|
|
|
(94
|
)
|
|
1,026
|
|
|
2,239
|
|
Distribution for tax withholding obligations on behalf of NCI
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(6
|
)
|
|
(6
|
)
|
Purchase of shares in subsidiaries from non-controlling interests
|
—
|
|
|
—
|
|
|
2
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
2
|
|
Other changes
|
—
|
|
|
—
|
|
|
8
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
9
|
|
|
17
|
|
At December 31, 2013
|
4,477
|
|
|
(259
|
)
|
|
4,860
|
|
|
101
|
|
|
51
|
|
|
(13
|
)
|
|
(757
|
)
|
|
(134
|
)
|
|
4,258
|
|
|
12,584
|
|
Capital increase
|
2
|
|
|
—
|
|
|
989
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
3
|
|
|
994
|
|
Merger
|
(4,269
|
)
|
|
224
|
|
|
4,045
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
Mandatory Convertible Securities
|
—
|
|
|
—
|
|
|
1,910
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1,910
|
|
Exit Rights
|
(193
|
)
|
|
—
|
|
|
(224
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(417
|
)
|
Dividends distributed
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(50
|
)
|
|
(50
|
)
|
Share-based payments
|
—
|
|
|
35
|
|
|
(31
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
4
|
|
Net Profit
|
—
|
|
|
—
|
|
|
568
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
64
|
|
|
632
|
|
Other comprehensive income/(loss)
|
—
|
|
|
—
|
|
|
—
|
|
|
(205
|
)
|
|
1,198
|
|
|
(24
|
)
|
|
(303
|
)
|
|
48
|
|
|
68
|
|
|
782
|
|
Distribution for tax withholding obligations on behalf of NCI
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(45
|
)
|
|
(45
|
)
|
Purchase of shares in subsidiaries from non-controlling interests
|
—
|
|
|
—
|
|
|
1,633
|
|
|
35
|
|
|
175
|
|
|
—
|
|
|
(518
|
)
|
|
—
|
|
|
(3,990
|
)
|
|
(2,665
|
)
|
Other changes
|
—
|
|
|
—
|
|
|
4
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
5
|
|
|
9
|
|
At December 31, 2014
|
17
|
|
|
—
|
|
|
13,754
|
|
|
(69
|
)
|
|
1,424
|
|
|
(37
|
)
|
|
(1,578
|
)
|
|
(86
|
)
|
|
313
|
|
|
13,738
|
|
•
|
Fiat shareholders had voted and approved the Merger at their extraordinary general meeting held on August 1, 2014. The New York Stock Exchange ("NYSE") had provided notice that the listing of Fiat Chrysler Automobiles N.V. common shares was approved on October 6, 2014 subject to issuance of these shares upon effectiveness of the Merger. On the same day Borsa Italiana S.p.A. had approved the listing of the common shares of Fiat Chrysler Automobiles N.V. on the MTA,
|
•
|
the creditors’ opposition period provided under the Italian law had expired on October 4, 2014, and no creditors’ oppositions were filed,
|
•
|
exercise of the Cash Exit Rights by Fiat shareholders resulted in a total exercise of 60,002,027 Fiat shares, equivalent to an aggregate amount of €464 million at the €7.727 per share exit price, and
|
•
|
pursuant to the Italian Civil Code, a total of 60,002,027 Fiat shares (equivalent to an aggregate amount of €464 million at the €7.727 per share exit price) were offered to Fiat shareholders not having exercised the Cash Exit Rights. On October 7, 2014, at the completion of the offer period, Fiat shareholders elected to purchase 6,085,630 shares out of the total of 60,002,027 shares for a total of €47 million; as a result, concurrent with the Merger, on October 12, 2014, 53,916,397 Fiat shares were canceled in the Merger with a resulting net aggregate cash disbursement of €417 million.
|
•
|
In November 2013, the IASB published narrow scope amendments to IAS 19 –
Employee benefits
entitled “
Defined Benefit Plans: Employee Contributions
”. These amendments apply to contributions from employees or third parties to defined benefit plans in order to simplify their accounting in specific cases. The amendments are effective, retrospectively, for annual periods beginning on or after July 1, 2014 with earlier application permitted. No significant effect is expected from the first time adoption of these amendments.
|
•
|
In December 2013, the IASB issued
Annual Improvements to IFRSs 2010 – 2012 Cycle
and
Annual Improvements to IFRSs 2011–2013 Cycle
. The most important topics addressed in these amendments are, among others, the definition of vesting conditions in IFRS 2 –
Share-based payments
, the disclosure on judgment used in the aggregation of operating segments in IFRS 8 –
Operating Segments,
the identification and disclosure of a related party transaction that arises when a management entity provides key management personnel service to a reporting entity in IAS 24 –
Related Party disclosures,
the extension of the exclusion from the scope of IFRS 3 –
Business Combinations
to all types of joint arrangements and to clarify the application of certain exceptions in IFRS 13 –
Fair value Measurement.
The improvements are effective for annual periods beginning on or after January 1, 2015. No significant effect is expected from the adoption of these amendments.
|
•
|
In May 2014, the IASB issued amendments to IFRS 11 –
Joint arrangements: Accounting for acquisitions of interests in joint operations
, clarifying the accounting for acquisitions of an interest in a joint operation that constitutes a business. The amendments are effective, retrospectively, for annual periods beginning on or after January 1, 2016 with earlier application permitted. No significant effect is expected from the adoption of these amendments.
|
•
|
In May 2014, the IASB issued an amendment to IAS 16 –
Property, Plant and Equipment
and to IAS 38 –
Intangible Assets.
The IASB has clarified that the use of revenue-based methods to calculate the depreciation of an asset is not appropriate because revenue generated by an activity that includes the use of an asset generally reflects factors other than the consumption of the economic benefits embodied in the asset. The IASB also clarified that revenue is generally presumed to be an inappropriate basis for measuring the consumption of the economic benefits embodied in an intangible asset. This presumption, however, can be rebutted in certain limited circumstances. These amendments are effective for annual periods beginning on or after January 1, 2016, with early application permitted. The Group is currently evaluating the method of implementation and impact of this amendment on its Consolidated financial statements.
|
•
|
In May 2014, the IASB issued IFRS 15 –
Revenue from contracts with customers
. The standard requires a company to recognize revenue upon transfer of control of goods or services to a customer at an amount that reflects the consideration it expects to receive. This new revenue recognition model defines a five step process to achieve this objective. The updated guidance also requires additional disclosures about the nature, amount, timing and uncertainty of revenue and cash flows arising from customer contracts. The standard is effective for annual periods beginning on or after January 1, 2017, and requires either a full or modified retrospective application. The Group is currently evaluating the method of implementation and impact of this standard on its Consolidated financial statements.
|
•
|
In July 2014 the IASB issued IFRS 9 –
Financial Instruments
. The improvements introduced by the new standard includes a logical approach for classification and measurement of financial instruments driven by cash flow characteristics and the business model in which an asset is held, a single “expected loss” impairment model for financial assets and a substantially reformed approach for hedge accounting. The standard is effective, retrospectively with limited exceptions, for annual periods beginning on or after January 1, 2018 with earlier application permitted. The Group is currently evaluating the impact of this standard on its Consolidated financial statements.
|
•
|
In September 2014, the IASB issued narrow amendments to IFRS 10 –
Consolidated Financial Statements
and IAS 28 –
Investments in Associates and Joint Ventures
(2011). The amendments address an acknowledged inconsistency between the requirements in IFRS 10 and those in IAS 28 (2011), in dealing with the sale or contribution of assets between an investor and its associate or joint venture. The main consequence of the amendments is that a full gain or loss is recognized when a transaction involves a business (whether it is housed in a subsidiary or not). A partial gain or loss is recognized when a transaction involves assets that do not constitute a business, even if these assets are housed in a subsidiary. The amendments will be effective, prospectively, for annual periods commencing on or after January 1, 2016.
|
•
|
In September 2014 the IASB issued the Annual Improvements to IFRSs 2012-2014 cycle, a series of amendments to IFRSs in response to issues raised mainly on IFRS 5 –
Non-current assets held for sale and discontinued operations
, on the changes of method of disposal, on IFRS 7 –
Financial Instruments: Disclosures on the servicing contracts
, on the IAS 19 –
Employee Benefits
, on the discount rate determination. The effective date of the amendments is January 1, 2016. The Group is currently evaluating the impact of these amendments on its Consolidated financial statements.
|
•
|
In December 2014 the IASB issued amendments to IAS 1-
Presentation of Financial Statements
as part of its major initiative to improve presentation and disclosure in financial reports. The amendments make clear that materiality applies to the whole of financial statements and that the inclusion of immaterial information can inhibit the usefulness of financial disclosures. Furthermore, the amendments clarify that companies should use
professional judgment in determining where and in what order information is presented in the financial disclosures. The amendments are effective for annual periods beginning on or after January 1, 2016 with early application permitted.
|
|
2014
|
|
2013
|
|
2012
|
||||||
|
Average
|
|
At December 31,
|
|
Average
|
|
At December 31,
|
|
Average
|
|
At December 31,
|
U.S. Dollar
|
1.329
|
|
1.214
|
|
1.328
|
|
1.379
|
|
1.285
|
|
1.319
|
Brazilian Real
|
3.121
|
|
3.221
|
|
2.867
|
|
3.258
|
|
2.508
|
|
2.704
|
Chinese Renminbi
|
8.187
|
|
7.536
|
|
8.164
|
|
8.349
|
|
8.106
|
|
8.221
|
Serbian Dinar
|
117.247
|
|
120.958
|
|
113.096
|
|
114.642
|
|
113.120
|
|
113.718
|
Polish Zloty
|
4.184
|
|
4.273
|
|
4.197
|
|
4.154
|
|
4.185
|
|
4.074
|
Argentine Peso
|
10.782
|
|
10.382
|
|
7.263
|
|
8.988
|
|
5.836
|
|
6.478
|
Pound Sterling
|
0.806
|
|
0.779
|
|
0.849
|
|
0.834
|
|
0.811
|
|
0.816
|
Swiss Franc
|
1.215
|
|
1.202
|
|
1.231
|
|
1.228
|
|
1.205
|
|
1.207
|
•
|
The consideration transferred in a business combination is measured at fair value, which is calculated as the sum of the acquisition-date fair values of the assets acquired and liabilities assumed by the Group and the equity interests issued by the Group in exchange for control of the acquiree. Acquisition-related costs are recognized in the Consolidated income statement as incurred.
|
•
|
The identifiable assets acquired and the liabilities assumed are recognized at their acquisition date fair values, except for deferred tax assets and liabilities, assets and liabilities relating to employee benefit arrangements, liabilities or equity instruments relating to share-based payment arrangements of the acquiree or share-based payment arrangements of the Group entered into to replace share-based payment arrangements of the acquiree and assets (or disposal groups) that are classified as held for sale, which are measured in accordance with the relevant IFRS standard.
|
•
|
Goodwill is measured as the excess of the aggregate of the consideration transferred, the amount of any non-controlling interest in the acquiree and the acquisition-date fair value of any previously held equity interest in the acquiree over the acquisition-date values of the identifiable net assets acquired. If the value of the identifiable net assets acquired exceeds the aggregate of the consideration transferred, any non-controlling interest recognized and the fair value of any previously held interest in the acquiree, the excess is recognized as a gain in the Consolidated income statement.
|
•
|
Non-controlling interest is initially measured either at fair value or at the non-controlling interest’s proportionate share of the acquiree’s identifiable net assets. The selection of the measurement method is made on a transaction-by-transaction basis.
|
•
|
Any contingent consideration arrangement in the business combination is initially measured at its acquisition-date fair value and included as part of the consideration transferred in the business combination in order to measure goodwill. Contingent consideration that is classified within Equity is not remeasured and its subsequent settlement is accounted for within Equity. Contingent consideration that is classified within Liabilities is remeasured at fair value at each reporting date with changes in fair value recorded in the Consolidated income statement.
|
•
|
During the measurement period, which may not exceed one year from the acquisition date, any adjustments to the value of assets or liabilities recognized at the acquisition date arising from additional information obtained about facts and circumstances that existed at the acquisition date are recognized retrospectively with corresponding adjustments to goodwill.
|
|
Depreciation rates
|
Buildings
|
3% - 8%
|
Plant, machinery and equipment
|
3% - 33%
|
Other assets
|
5% - 33%
|
•
|
Fair value hedges
– Where a derivative financial instrument is designated as a hedge of the exposure to changes in fair value of a recognized asset or liability that is attributable to a particular risk and could affect the Consolidated income statement, the gain or loss from remeasuring the hedging instrument at fair value is recognized in the Consolidated income statement. The gain or loss on the hedged item attributable to the hedged risk adjusts the carrying amount of the hedged item and is recognized in the Consolidated income statement.
|
•
|
Cash flow hedges
– Where a derivative financial instrument is designated as a hedge of the exposure to variability in future cash flows of a recognized asset or liability or a highly probable forecasted transaction and could affect the Consolidated income statement, the effective portion of any gain or loss on the derivative financial instrument is recognized directly in Other comprehensive income/(loss). The cumulative gain or loss is reclassified from Other comprehensive income/(loss) to the Consolidated income statement at the same time as the economic effect arising from the hedged item affects the Consolidated income statement. The gain or loss associated with a hedge or part of a hedge that has become ineffective is recognized in the Consolidated income statement immediately. When a hedging instrument or hedge relationship is terminated but the hedged transaction is still expected to occur, the cumulative gain or loss realized to the point of termination remains in Other comprehensive income/(loss) and is recognized in the Consolidated income statement at the same time as the underlying transaction occurs. If the hedged transactio n is no longer probable, the cumulative unrealized gain or loss held in Other comprehensive income/(loss) is recognized in the Consolidated income statement immediately.
|
•
|
Hedges of a net investment
– If a derivative financial instrument is designated as a hedging instrument for a net investment in a foreign operation, the effective portion of the gain or loss on the derivative financial instrument is recognized in Other comprehensive income/(loss). The cumulative gain or loss is reclassified from Other comprehensive income/(loss) to the Consolidated income statement upon disposal of the foreign operation.
|
•
|
the service costs are recognized in the Consolidated income statement by function and presented in the relevant line items (Cost of sales, Selling, general and administrative costs, Research and development costs, etc.);
|
•
|
the net interest on the defined benefit liability or asset is recognized in the Consolidated income statement as Financial income (expenses), and is determined by multiplying the net liability/(asset) by the discount rate used to discount obligations taking into account the effect of contributions and benefit payments made during the year; and
|
•
|
the remeasurement components of the net obligations, which comprise actuarial gains and losses, the return on plan assets (excluding interest income recognized in the Consolidated income statement) and any change in the effect of the asset ceiling are recognized immediately in Other comprehensive income/(loss). These remeasurement components are not reclassified in the Consolidated income statement in a subsequent period.
|
•
|
NAFTA mainly earns its revenues from the design, engineering, development, manufacturing, distribution and sale of vehicles under the Chrysler, Jeep, Dodge, Ram and Fiat brand names and from sales of the related parts and accessories (under the Mopar brand name) in the United States, Canada, Mexico and Caribbean islands.
|
•
|
LATAM mainly earns its revenues from the design, engineering, development, manufacturing, distribution and sale of passenger cars and light commercial vehicles and related spare parts under the Fiat and Fiat Professional brand names in South and Central America and from the distribution of the Chrysler, Jeep, Dodge and Ram brand cars in the same region. In addition, it provides financial services to the dealer network in Brazil and Argentina.
|
•
|
APAC mainly earns its revenues from the distribution and sale of cars and related spare parts under the Abarth, Alfa Romeo, Chrysler, Dodge, Fiat and Jeep brands mostly in China, Japan, Australia, South Korea and India. These activities are carried out through both subsidiaries and joint ventures.
|
•
|
EMEA mainly earns its revenues from the design, engineering, development, manufacturing, distribution and sale of passenger cars and light commercial vehicles under the Fiat, Alfa Romeo, Lancia, Abarth, Jeep and Fiat Professional brand names, the sale of the related spare parts in Europe, Middle East and Africa, and from the distribution of the Chrysler, Dodge and Ram brand cars in the same areas. In addition, the segment provides financial services related to the sale of cars and light commercial vehicles in Europe, primarily through the joint venture FCA Bank S.p.A. (formerly FGA Capital S.p.A.) set up with the Crédit Agricole group.
|
•
|
Ferrari earns its revenues from the design, engineering, development, manufacturing, distribution and sale of luxury sport cars under the Ferrari brand.
|
•
|
Maserati earns its revenues from the design, engineering, development, manufacturing, distribution and sale of luxury sport cars under the Maserati brand.
|
•
|
Components (Magneti Marelli, Teksid and Comau) earns its revenues from the production and sale of lighting components, engine control units, suspensions, shock absorbers, electronic systems, exhaust systems and plastic molding components and in the spare parts distribution activities carried out under the Magneti Marelli brand name, cast iron components for engines, gearboxes, transmissions and suspension systems and aluminum cylinder heads (Teksid), in addition to the design and production of industrial automation systems and related products for the automotive industry (Comau).
|
•
|
Discount rates
. The Group selects discount rates on the basis of the rate of return on high-quality (AA-rated) fixed income investments for which the timing and amounts of payments match the timing and amounts of the projected pension payments.
|
•
|
Salary growth.
The salary growth assumption reflects the Group’s long-term actual experience, outlook and assumed inflation.
|
•
|
Inflation.
The inflation assumption is based on an evaluation of external market indicators.
|
•
|
Expected contributions.
The expected amount and timing of contributions is based on an assessment of minimum funding requirements. From time to time contributions are made beyond those that are legally required.
|
•
|
Retirement rates.
Retirement rates are developed to reflect actual and projected plan experience.
|
•
|
Mortality rates
. Mortality rates are developed using our plan-specific populations, recent mortality information published by recognized experts in this field and other data where appropriate to reflect actual and projected plan experience.
|
•
|
Plan assets measured at net asset value
. Plan assets are recognized and measured at fair value in accordance with IFRS 13
- Fair Value Measurement.
Plan assets for which the fair value is represented by the net asset value (“NAV”) since there are no active markets for these assets amounted to €2,750 million and €2,780 million
|
|
Effect on pension
defined benefit obligation |
|
|
( € million)
|
|
10 basis point decrease in discount rate
|
317
|
|
10 basis point increase in discount rate
|
(312
|
)
|
•
|
Discount rates
. The Group selects discount rates on the basis of the rate of return on high-quality (AA-rated) fixed income investments for which the timing and amounts of payments match the timing and amounts of the projected benefit payments.
|
•
|
Health care cost trends
. The Group’s health care cost trend assumptions are developed based on historical cost data, the near-term outlook, and an assessment of likely long-term trends.
|
•
|
Salary growth
. The salary growth assumptions reflect the Group’s long-term actual experience, outlook and assumed inflation.
|
•
|
Retirement and employee leaving rates
. Retirement and employee leaving rates are developed to reflect actual and projected plan experience, as well as legal requirements for retirement in respective countries.
|
•
|
Mortality rates
. Mortality rates are developed using our plan-specific populations, recent mortality information published by recognized experts in this field and other data where appropriate to reflect actual and projected plan experience.
|
|
Effect on health
care and life insurance defined benefit obligation |
|
Effect on the TFR
obligation |
||
|
(€ million)
|
||||
10 basis point / (100 basis point for TFR) decrease in discount rate
|
28
|
|
|
55
|
|
10 basis point / (100 basis point for TFR), increase in discount rate
|
(28
|
)
|
|
(49
|
)
|
100 basis point decrease in health care cost trend rate
|
(43
|
)
|
|
—
|
|
100 basis point increase in health care cost trend rate
|
50
|
|
|
—
|
|
•
|
the reference scenario was based on the 2014-2018 strategic business plan presented in May 2014 and the consistent projections for 2019;
|
•
|
the expected future cash flows, represented by the projected EBIT before Result from investments, Gains on the disposal of investments, Restructuring costs, Other unusual income/(expenses), Depreciation and Amortization
|
•
|
the expected future cash flows were discounted using a pre-tax Weighted Average Cost of Capital (“WACC”) of 10.3 percent. This WACC reflects the current market assessment of the time value of money for the period being considered and the risks specific to the EMEA region. The WACC was calculated by referring to the yield curve of 10-year European government bonds, to FCA's cost of debt, and other factors.
|
a)
|
WACC was increased by 1.0 percent for 2018, 2.0 percent for 2019 and 3.0 percent for Terminal Value;
|
b)
|
Cash-flows were reduced by estimating the impact of a 1.7 percent decrease in the European car market demand for 2015, a 7.5 percent decrease for 2016 and a 10.0 percent decrease for 2017-2019 as compared to the base assumptions.
|
|
|
|
Twelve Months Ended December 31,
|
|||||||
|
Note
|
|
2014
|
|
2013
|
|
2012
|
|||
|
|
|
(€ million)
|
|||||||
EMEA
|
|
|
25
|
|
|
55
|
|
|
40
|
|
Components
|
|
|
2
|
|
|
31
|
|
|
8
|
|
LATAM
|
|
|
—
|
|
|
—
|
|
|
1
|
|
Other
|
|
|
6
|
|
|
—
|
|
|
1
|
|
|
(15)
|
|
33
|
|
|
86
|
|
|
50
|
|
Recorded in the Consolidated income statement within:
|
|
|
|
|
|
|
|
|||
Cost of sales
|
|
|
33
|
|
|
—
|
|
|
50
|
|
Other unusual expenses
|
|
|
—
|
|
|
86
|
|
|
—
|
|
|
|
|
33
|
|
|
86
|
|
|
50
|
|
|
|
|
Twelve Months Ended December 31,
|
|||||||
|
Note
|
|
2014
|
|
2013
|
|
2012
|
|||
|
|
|
(€ million)
|
|||||||
Development costs
|
|
|
|
|
|
|
|
|||
EMEA
|
|
|
47
|
|
|
151
|
|
|
33
|
|
NAFTA
|
|
|
28
|
|
|
—
|
|
|
—
|
|
Components
|
|
|
3
|
|
|
2
|
|
|
21
|
|
Maserati
|
|
|
—
|
|
|
65
|
|
|
—
|
|
LATAM
|
|
|
—
|
|
|
32
|
|
|
2
|
|
APAC
|
|
|
4
|
|
|
—
|
|
|
1
|
|
|
|
|
82
|
|
|
250
|
|
|
57
|
|
Other intangible assets
|
|
|
—
|
|
|
—
|
|
|
1
|
|
|
(14)
|
|
82
|
|
|
250
|
|
|
58
|
|
Recorded in the Consolidated income statement within:
|
|
|
|
|
|
|
|
|||
Cost of sales
|
|
|
—
|
|
|
—
|
|
|
1
|
|
Research and development costs
|
|
|
82
|
|
|
24
|
|
|
57
|
|
Other unusual expenses
|
|
|
—
|
|
|
226
|
|
|
—
|
|
|
|
|
82
|
|
|
250
|
|
|
58
|
|
|
|
|
|
At December 31, 2014
|
|
At December 31, 2013
|
||||
Name
|
|
Country
|
|
Shares held
by the
Group
|
|
Shares
held by
NCI
|
|
Shares held
by the
Group
|
|
Shares
held by
NCI
|
|
|
|
|
(%)
|
||||||
Directly held interests
|
|
|
|
|
|
|
|
|
|
|
FCA Italy S.p.A.
(previously Fiat Group Automobiles S.p.A.)
|
|
Italy
|
|
100.0
|
|
—
|
|
100.0
|
|
—
|
Ferrari S.p.A.
|
|
Italy
|
|
90.0
|
|
10.0
|
|
90.0
|
|
10.0
|
Maserati S.p.A.
|
|
Italy
|
|
100.0
|
|
—
|
|
100.0
|
|
—
|
Magneti Marelli S.p.A.
|
|
Italy
|
|
99.99
|
|
0.01
|
|
99.99
|
|
0.01
|
Teksid S.p.A.
|
|
Italy
|
|
84.79
|
|
15.21
|
|
84.79
|
|
15.21
|
Comau S.p.A.
|
|
Italy
|
|
100.00
|
|
—
|
|
100.00
|
|
—
|
Indirectly held interests
|
|
|
|
|
|
|
|
|
|
|
FCA US LLC (previously Chrysler Group LLC)
|
|
USA
|
|
100.0
|
|
—
|
|
58.5
|
|
41.5
|
|
|
As of December 31,
|
|||||||
|
|
2013
|
|
2014
|
|
2013
|
|||
|
|
FCA US
|
|
Ferrari S.p.A.
|
|||||
|
|
(€ million)
|
|||||||
Non-current assets
|
|
27,150
|
|
|
988
|
|
|
896
|
|
Current assets
|
|
16,870
|
|
|
2,835
|
|
|
2,217
|
|
Total assets
|
|
44,020
|
|
|
3,823
|
|
|
3,113
|
|
Debt
|
|
9,565
|
|
|
614
|
|
|
322
|
|
Other liabilities
|
|
24,943
|
|
|
1,490
|
|
|
1,264
|
|
Equity (100%)
|
|
9,512
|
|
|
1,719
|
|
|
1,527
|
|
|
|
For the years ended December 31,
|
|||||||||||||
|
|
2013
|
|
2012
|
|
2014
|
|
2013
|
|
2012
|
|||||
|
|
FCA US
|
|
Ferrari S.p.A.
|
|||||||||||
|
|
(€ million)
|
|||||||||||||
Net revenues
|
|
54,370
|
|
|
51,202
|
|
|
2,762
|
|
|
2,335
|
|
|
2,225
|
|
EBIT
|
|
3,160
|
|
|
3,217
|
|
|
389
|
|
|
364
|
|
|
336
|
|
Profit before income tax
|
|
2,185
|
|
|
2,149
|
|
|
393
|
|
|
366
|
|
|
335
|
|
Net profit
|
|
2,392
|
|
|
1,944
|
|
|
273
|
|
|
246
|
|
|
233
|
|
Other comprehensive income/(loss)
|
|
2,500
|
|
|
(1,893
|
)
|
|
(79
|
)
|
|
29
|
|
|
46
|
|
Total comprehensive income/(loss)
|
|
4,892
|
|
|
(51
|
)
|
|
194
|
|
|
275
|
|
|
279
|
|
Dividends paid to non-controlling interests
|
|
—
|
|
|
—
|
|
|
15
|
|
|
—
|
|
|
—
|
|
Cash generated in operating activities
|
|
5,204
|
|
|
5,889
|
|
|
753
|
|
|
561
|
|
|
621
|
|
Cash used in investing activities
|
|
(3,557
|
)
|
|
(4,214
|
)
|
|
(606
|
)
|
|
(314
|
)
|
|
(334
|
)
|
Cash used in financing activities
|
|
(262
|
)
|
|
(113
|
)
|
|
(133
|
)
|
|
(223
|
)
|
|
(276
|
)
|
Total change in cash and cash equivalents
|
|
873
|
|
|
1,383
|
|
|
20
|
|
|
15
|
|
|
7
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Cash and cash equivalents at December 31,
|
|
9,676
|
|
|
8,803
|
|
|
136
|
|
|
116
|
|
|
101
|
|
•
|
in the event of non-fulfillment in the application of the protocol of the agreement and admission to receivership or any other redressement procedure;
|
•
|
in the event Renault’s investment in Teksid falls below 15.0 percent or Teksid decides to diversify its activities outside the foundry sector; or
|
•
|
should FCA be the object of the acquisition of control by another car manufacturer.
|
•
|
The exercise price of the option is established as follows:
|
-
|
for the first 6.5 percent of the share capital of Teksid, the initial investment price as increased by a specified interest rate; and
|
-
|
for the remaining amount of share capital of Teksid, the share of the accounting net equity at the exercise date.
|
•
|
There were no significant changes in the scope of consolidation in 2014.
|
•
|
In October 2013, FCA acquired from General Motors the 50.0 percent residual interest of VM Motori Group.
|
•
|
In November 2013, the investment in the Brazilian company, CMP Componentes e Modulos Plasticos Industria e Commercio Ltda, which was previously classified as held for sale on acquisition, was consolidated on a line-by-line basis as a result of changes in the plans for its sale.
|
•
|
In December 31, 2013, the assets and liabilities related to a subsidiary consolidated by the Components segment (Fonderie du Poitou Fonte S.A.S.) were reclassified as Asset and liabilities held for sale (Note 22); the subsidiary was subsequently disposed of in May 2014.
|
•
|
In April 2012, as a result of changes in the Fiat India Automobiles Limited ("FIAL") shareholding agreements, this entity was classified as a Joint operation and its share of assets, liabilities, revenues and expenses were recognized in the Consolidated financial statements; the investment was no longer accounted for under equity method accounting.
|
•
|
In July 2012, FCA entered into an agreement with PSA Peugeot Citroën providing for the transfer of its interest in the joint venture Sevelnord Société Anonyme at a symbolic value. In accordance with IFRS 5, from June 2012 the investment in Sevelnord Société Anonyme was reclassified within assets held for sale and was measured at fair value, resulting in an unusual loss of €91 million. The joint venture was subsequently disposed of in the fourth quarter of 2012.
|
•
|
a special distribution of U.S.$1,900 million (€1,404 million) paid by FCA US to its members, which served to fund a portion of the transaction, wherein FCA NA directed its portion of the special distribution to the VEBA Trust as part of the purchase consideration; and
|
•
|
an additional cash payment by FCA NA to the VEBA Trust of U.S.$1,750 million (€1.3 billion).
|
•
|
Fiat held a significant controlling interest and had expressed the intention to remain and act as the majority owner of FCA US. The fully diluted equity value, which is the starting point for the valuation discussed above, does not contemplate the perpetual nature of the non-controlling interest that would have been offered in an IPO or the significant level of control that Fiat would have exerted over FCA US. This level of control creates risk to a non-controlling shareholder since Fiat would be able to make decisions to maximize its value in a manner that would not necessarily maximize value to non-controlling shareholders, which Fiat had indicated was its intention.
|
•
|
The fully distributed equity value contemplates an active market for Chrysler’s equity, which did not exist for FCA US's membership interests. The IPO price represents the creation of the public market, which would have taken time to develop into an active market. The estimated price that would be received in an IPO transaction reflects the fact that FCA US’s equity was not yet traded in an active market.
|
•
|
Inputs derived from FCA US’s long-term business plans in place at the time the Equity Purchase Agreement was negotiated and executed, including:
|
•
|
An estimated 2014 Earnings before interest, tax, depreciation, amortization, pension and OPEB payments (EBITDAPO); and
|
•
|
An estimate of net debt, which is composed of debt, pension obligations and OPEB obligations of FCA US, offset by any expected tax benefit arising from payment of obligations and cash on hand; and
|
•
|
An EBITDAPO valuation multiple based on observed multiples for other US-based automotive manufacturers, adjusted for differences between those manufacturers and FCA US.
|
|
Transaction date
|
|
|
(€ million)
|
|
Carrying amount of non-controlling interest acquired
|
3,976
|
|
Less consideration allocated to the acquisition of the non-controlling interest
|
(2,916
|
)
|
Additional net deferred tax assets
|
251
|
|
Effect on the equity attributable to owners of the parent
|
1,311
|
|
•
|
Acquisition of the remaining 41.5 percent ownership in FCA US (described above) consummated in January 2014. In accordance with IFRS 10 -
Consolidated Financial Statements
, non-controlling interest and equity reserves were adjusted to reflect the change in the ownership interest through a corresponding adjustment to equity attributable to the parent.
|
•
|
In the context of the Merger described above, in April 2014, Fiat Investments N.V. was incorporated as a public limited liability company under the laws of the Netherlands and was renamed FCA upon completion of the Merger. This transaction did not have an effect on the Consolidated financial statements.
|
•
|
In August 2014 Ferrari S.p.A. acquired an additional 21.0 percent in the share capital of the subsidiary Ferrari Maserati Cars International Trading (Shanghai) Co. Ltd. increasing its interest from 59.0 percent to 80.0 percent (the Group’s interests increased from 53.1 percent to 72.0 percent). In accordance with IFRS 10 -
Consolidated Financial Statements,
non-controlling interest and equity reserves were adjusted to reflect the change in the ownership interest through a corresponding adjustment to Equity attributable to the parent.
|
•
|
On January 2012, FCA’s ownership interest in FCA US increased by an additional 5.0 percent on a fully-diluted basis.
|
•
|
On October 28, 2013, FCA acquired the remaining 50.0 percent interests in VM Motori Group.
|
|
|
2013
|
|
2012
|
||
|
|
(€ million)
|
||||
Carrying amount of non-controlling interest acquired
|
|
36
|
|
|
200
|
|
Consideration paid to non-controlling interests
|
|
(34
|
)
|
|
—
|
|
Other financial assets derecognized
|
|
—
|
|
|
(288
|
)
|
Deferred tax liabilities recognized
|
|
—
|
|
|
—
|
|
Effect on the Equity attributable to owners of the parent
|
|
2
|
|
|
(88
|
)
|
|
For the years ended December 31,
|
|||||||
|
2014
|
|
2013
|
|
2012
|
|||
|
(€ million)
|
|||||||
Revenues from:
|
|
|
|
|
|
|||
Sales of goods
|
91,869
|
|
|
82,815
|
|
|
80,101
|
|
Services provided
|
2,202
|
|
|
2,033
|
|
|
2,043
|
|
Contract revenues
|
1,150
|
|
|
1,038
|
|
|
1,078
|
|
Interest income of financial services activities
|
275
|
|
|
239
|
|
|
277
|
|
Lease installments from assets under operating leases
|
308
|
|
|
238
|
|
|
244
|
|
Other
|
286
|
|
|
261
|
|
|
22
|
|
Total Net revenues
|
96,090
|
|
|
86,624
|
|
|
83,765
|
|
|
For the years ended December 31,
|
||||
|
2014
|
|
2013
|
|
2012
|
|
(€ million)
|
||||
Research and development costs expensed during the year
|
1,398
|
|
1,325
|
|
1,180
|
Amortization of capitalized development costs
|
1,057
|
|
887
|
|
621
|
Write-off of costs previously capitalized
|
82
|
|
24
|
|
57
|
Total Research and development costs
|
2,537
|
|
2,236
|
|
1,858
|
|
For the years ended December 31,
|
||||
|
2014
|
|
2013
|
|
2012
|
Financial income:
|
(€ million)
|
||||
Interest income and other financial income:
|
226
|
|
201
|
|
266
|
Interest income from banks deposits
|
170
|
|
153
|
|
180
|
Interest income from securities
|
7
|
|
8
|
|
14
|
Other interest income and financial income
|
49
|
|
40
|
|
72
|
Interest income of financial services activities
|
275
|
|
239
|
|
277
|
Gains on disposal of securities
|
3
|
|
4
|
|
2
|
Total Financial income
|
504
|
|
444
|
|
545
|
|
|
|
|
|
|
Total Financial income relating to:
|
|
|
|
|
|
Industrial companies (A)
|
229
|
|
205
|
|
268
|
Financial services companies (reported within Net revenues)
|
275
|
|
239
|
|
277
|
|
|
|
|
|
|
Financial expenses:
|
|
|
|
|
|
Interest expense and other financial expenses:
|
1,916
|
|
1,904
|
|
1,973
|
Interest expenses on bonds
|
1,204
|
|
959
|
|
921
|
Interest expenses on bank borrowing
|
427
|
|
367
|
|
382
|
Commission expenses
|
21
|
|
25
|
|
21
|
Other interest cost and financial expenses
|
264
|
|
553
|
|
649
|
Write-downs of financial assets
|
84
|
|
105
|
|
50
|
Losses on disposal of securities
|
6
|
|
3
|
|
9
|
Net interest expenses on employee benefits provisions
|
330
|
|
371
|
|
388
|
Total Financial expenses
|
2,336
|
|
2,383
|
|
2,420
|
Net expenses/(income) from derivative financial instruments and exchange rate differences
|
110
|
|
(1)
|
|
(84)
|
|
|
|
|
|
|
Total Financial expenses and net expenses from derivative financial instruments and exchange rate differences
|
2,446
|
|
2,382
|
|
2,336
|
|
|
|
|
|
|
Total Financial expenses and net expenses from derivative financial instruments and exchange rate differences relating to:
|
|
|
|
|
|
Industrial companies (B)
|
2,276
|
|
2,192
|
|
2,178
|
Financial services companies (reported with Cost of sales)
|
170
|
|
190
|
|
158
|
Net financial income expenses relating to industrial companies (A - B)
|
2,047
|
|
1,987
|
|
1,910
|
|
For the years ended December 31,
|
|||||||
|
2014
|
|
2013
|
|
2012
|
|||
|
(€ million)
|
|||||||
Current tax expense
|
677
|
|
|
615
|
|
|
691
|
|
Deferred tax income
|
(145
|
)
|
|
(1,570
|
)
|
|
(71
|
)
|
Taxes relating to prior periods
|
12
|
|
|
19
|
|
|
8
|
|
Total Tax expense/(income)
|
544
|
|
|
(936
|
)
|
|
628
|
|
|
For the years ended December 31,
|
|||||||
|
2014
|
|
2013
|
|
2012
|
|||
|
(€ million)
|
|||||||
Theoretical income taxes
|
253
|
|
|
279
|
|
|
419
|
|
Tax effect on:
|
|
|
|
|
|
|||
Recognition and utilization of previously unrecognized deferred tax assets
|
(173
|
)
|
|
(1,745
|
)
|
|
(529
|
)
|
Permanent differences
|
(148
|
)
|
|
8
|
|
|
(79
|
)
|
Deferred tax assets not recognized and write-downs
|
379
|
|
|
380
|
|
|
472
|
|
Differences between foreign tax rates and the theoretical applicable tax rate and tax holidays
|
66
|
|
|
24
|
|
|
164
|
|
Taxes relating to prior years
|
12
|
|
|
19
|
|
|
8
|
|
Unrecognized withholding tax
|
57
|
|
|
84
|
|
|
95
|
|
Other differences
|
18
|
|
|
(54
|
)
|
|
(7
|
)
|
Total Tax expense/(income), excluding IRAP
|
464
|
|
|
(1,005
|
)
|
|
543
|
|
Effective tax rate
|
39.5
|
%
|
|
n.a.
|
|
|
35.7
|
%
|
IRAP (current and deferred)
|
80
|
|
|
69
|
|
|
85
|
|
Total Tax expense/(income)
|
544
|
|
|
(936
|
)
|
|
628
|
|
|
At December 31,
|
||||
|
2014
|
|
2013
|
||
|
(€ million)
|
||||
Deferred tax assets
|
3,547
|
|
|
2,903
|
|
Deferred tax liabilities
|
(233
|
)
|
|
(278
|
)
|
Net deferred tax assets
|
3,314
|
|
|
2,625
|
|
•
|
€145 million
increase for recognition of previously unrecognized Deferred tax assets and the recognition of Deferred tax assets on temporary differences originating during the year, net of the reversal of deferred taxes relating to previous years;
|
•
|
€102 million
increase for recognition directly to Equity of net deferred tax assets;
|
•
|
€190 million increase due to exchange rate differences and other changes;
|
•
|
€252 million
increase in Deferred tax assets due to acquisition of the remaining 41.5 percent interest in FCA US.
|
|
At January 1, 2014
|
|
Recognized in Consolidated income statement
|
|
Charged to equity
|
|
Changes in the scope of consolidation
|
|
Translation
differences and other changes |
|
At
December 31,
2014
|
||||||
|
(€ million)
|
||||||||||||||||
Deferred tax assets arising on:
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Provisions
|
2,938
|
|
|
533
|
|
|
—
|
|
|
4
|
|
|
1,092
|
|
|
4,567
|
|
Provision for employee benefits
|
1,131
|
|
|
101
|
|
|
35
|
|
|
—
|
|
|
145
|
|
|
1,412
|
|
Intangible assets
|
343
|
|
|
(31
|
)
|
|
—
|
|
|
—
|
|
|
16
|
|
|
328
|
|
Impairment of financial assets
|
191
|
|
|
(7
|
)
|
|
—
|
|
|
—
|
|
|
(10
|
)
|
|
174
|
|
Inventories
|
261
|
|
|
41
|
|
|
—
|
|
|
—
|
|
|
8
|
|
|
310
|
|
Allowances for doubtful accounts
|
110
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1
|
|
|
111
|
|
Other
|
1,209
|
|
|
(947
|
)
|
|
42
|
|
|
(4
|
)
|
|
1,460
|
|
|
1,760
|
|
Total
|
6,183
|
|
|
(310
|
)
|
|
77
|
|
|
—
|
|
|
2,712
|
|
|
8,662
|
|
Deferred tax liabilities arising on:
|
|
|
|
|
|
|
|
|
|
||||||||
Accelerated depreciation
|
(1,404
|
)
|
|
(80
|
)
|
|
—
|
|
|
—
|
|
|
(1,222
|
)
|
|
(2,706
|
)
|
Capitalization of development costs
|
(1,416
|
)
|
|
(155
|
)
|
|
—
|
|
|
2
|
|
|
(407
|
)
|
|
(1,976
|
)
|
Other Intangible assets and Intangible assets with indefinite useful lives
|
(640
|
)
|
|
23
|
|
|
—
|
|
|
16
|
|
|
(695
|
)
|
|
(1,296
|
)
|
Provision for employee benefits
|
(20
|
)
|
|
2
|
|
|
(2
|
)
|
|
—
|
|
|
(1
|
)
|
|
(21
|
)
|
Other
|
(562
|
)
|
|
(56
|
)
|
|
27
|
|
|
(16
|
)
|
|
(24
|
)
|
|
(631
|
)
|
Total
|
(4,042
|
)
|
|
(266
|
)
|
|
25
|
|
|
2
|
|
|
(2,349
|
)
|
|
(6,630
|
)
|
Deferred tax asset arising on tax loss carry-forward
|
3,810
|
|
|
777
|
|
|
—
|
|
|
—
|
|
|
109
|
|
|
4,696
|
|
Unrecognized deferred tax assets
|
(3,326
|
)
|
|
(56
|
)
|
|
—
|
|
|
(2
|
)
|
|
(30
|
)
|
|
(3,414
|
)
|
Total net Deferred tax assets
|
2,625
|
|
|
145
|
|
|
102
|
|
|
—
|
|
|
442
|
|
|
3,314
|
|
|
At January 1, 2013
|
|
Recognized in
Consolidated income statement |
|
Chargedto equity
|
|
Changes in the scope of consolidation
|
|
Translation
differences and other changes |
|
At
December 31,
2013
|
||||||
|
(€ million)
|
||||||||||||||||
Deferred tax assets arising on:
|
|
|
|
|
|
|
|
|
|
||||||||
Provisions
|
2,922
|
|
|
368
|
|
|
—
|
|
|
3
|
|
|
(355
|
)
|
|
2,938
|
|
Provision for employee benefits
|
1,022
|
|
|
137
|
|
|
18
|
|
|
—
|
|
|
(46
|
)
|
|
1,131
|
|
Intangible assets
|
381
|
|
|
(38
|
)
|
|
—
|
|
|
1
|
|
|
(1
|
)
|
|
343
|
|
Impairment of financial assets
|
228
|
|
|
13
|
|
|
—
|
|
|
—
|
|
|
(50
|
)
|
|
191
|
|
Inventories
|
264
|
|
|
(1
|
)
|
|
—
|
|
|
1
|
|
|
(3
|
)
|
|
261
|
|
Allowances for doubtful accounts
|
90
|
|
|
18
|
|
|
—
|
|
|
—
|
|
|
2
|
|
|
110
|
|
Other
|
1,456
|
|
|
(224
|
)
|
|
—
|
|
|
2
|
|
|
(25
|
)
|
|
1,209
|
|
Total
|
6,363
|
|
|
273
|
|
|
18
|
|
|
7
|
|
|
(478
|
)
|
|
6,183
|
|
Deferred tax liabilities arising on:
|
|
|
|
|
|
|
|
|
|
||||||||
Accelerated depreciation
|
(1,354
|
)
|
|
(128
|
)
|
|
—
|
|
|
1
|
|
|
77
|
|
|
(1,404
|
)
|
Capitalization of development costs
|
(1,211
|
)
|
|
(252
|
)
|
|
—
|
|
|
—
|
|
|
47
|
|
|
(1,416
|
)
|
Other Intangible assets and Intangible assets with indefinite useful lives
|
(784
|
)
|
|
48
|
|
|
—
|
|
|
(17
|
)
|
|
113
|
|
|
(640
|
)
|
Provision for employee benefits
|
(22
|
)
|
|
—
|
|
|
—
|
|
|
(1
|
)
|
|
3
|
|
|
(20
|
)
|
Other
|
(527
|
)
|
|
54
|
|
|
(23
|
)
|
|
(2
|
)
|
|
(64
|
)
|
|
(562
|
)
|
Total
|
(3,898
|
)
|
|
(278
|
)
|
|
(23
|
)
|
|
(19
|
)
|
|
176
|
|
|
(4,042
|
)
|
Deferred tax asset arising on tax loss carry-forward
|
3,399
|
|
|
437
|
|
|
—
|
|
|
7
|
|
|
(33
|
)
|
|
3,810
|
|
Unrecognized deferred tax assets
|
(4,918
|
)
|
|
1,138
|
|
|
217
|
|
|
—
|
|
|
237
|
|
|
(3,326
|
)
|
Total net Deferred tax assets
|
946
|
|
|
1,570
|
|
|
212
|
|
|
(5
|
)
|
|
(98
|
)
|
|
2,625
|
|
|
|
|
Year of expiration
|
|||||||||||||||||
|
Total at December 31, 2014
|
|
2015
|
|
2016
|
|
2017
|
|
2018
|
|
Beyond 2017
|
|
Unlimited/
indeterminable |
|||||||
|
(€ million)
|
|||||||||||||||||||
Temporary differences and tax losses relating to corporate taxation:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Deductible temporary differences
|
26,777
|
|
|
8,540
|
|
|
2,113
|
|
|
1,742
|
|
|
1,876
|
|
|
12,506
|
|
|
—
|
|
Taxable temporary differences
|
(19,119
|
)
|
|
(757
|
)
|
|
(1,873
|
)
|
|
(1,793
|
)
|
|
(1,834
|
)
|
|
(9,933
|
)
|
|
(2,929
|
)
|
Tax losses
|
15,852
|
|
|
58
|
|
|
163
|
|
|
154
|
|
|
113
|
|
|
3,695
|
|
|
11,669
|
|
Amounts for which deferred tax assets
were not recognized |
(12,064
|
)
|
|
(487
|
)
|
|
(317
|
)
|
|
(171
|
)
|
|
(2
|
)
|
|
(1,176
|
)
|
|
(9,911
|
)
|
Temporary differences and tax losses relating to corporate taxation
|
11,446
|
|
|
7,354
|
|
|
86
|
|
|
(68
|
)
|
|
153
|
|
|
5,092
|
|
|
(1,171
|
)
|
Temporary differences and tax losses relating to local taxation (i.e. IRAP in Italy):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Deductible temporary differences
|
18,007
|
|
|
4,665
|
|
|
1,622
|
|
|
1,556
|
|
|
1,568
|
|
|
8,596
|
|
|
—
|
|
Taxable temporary differences
|
(17,494
|
)
|
|
(485
|
)
|
|
(1,905
|
)
|
|
(1,868
|
)
|
|
(1,881
|
)
|
|
(8,404
|
)
|
|
(2,951
|
)
|
Tax losses
|
3,401
|
|
|
3
|
|
|
5
|
|
|
41
|
|
|
75
|
|
|
2,573
|
|
|
704
|
|
Amounts for which deferred tax assets
were not recognized |
(1,052
|
)
|
|
(84
|
)
|
|
(36
|
)
|
|
(19
|
)
|
|
(15
|
)
|
|
(354
|
)
|
|
(544
|
)
|
Temporary differences and tax losses relating to
local taxation
|
2,862
|
|
|
4,099
|
|
|
(314
|
)
|
|
(290
|
)
|
|
(253
|
)
|
|
2,411
|
|
|
(2,791
|
)
|
|
|
|
For the years ended December 31,
|
|||||||
|
|
|
2014
|
|
2013
|
|
2012
|
|||
|
|
|
Ordinary
shares |
|
Ordinary
shares |
|
Ordinary
shares |
|||
Profit attributable to owners of the parent
|
€
|
million
|
568
|
|
|
904
|
|
|
44
|
|
Weighted average number of shares outstanding
|
|
thousand
|
1,222,346
|
|
|
1,215,921
|
|
|
1,215,828
|
|
Basic earnings per ordinary share
|
|
€
|
0.465
|
|
|
0.744
|
|
|
0.036
|
|
|
At
December 31, 2013 |
|
Change in the
scope of consolidation |
|
Impairment
losses |
|
Translation
differences and other changes |
|
At
December 31, 2014 |
|||||
|
( € million)
|
|||||||||||||
Gross amount
|
10,283
|
|
|
—
|
|
|
—
|
|
|
1,218
|
|
|
11,501
|
|
Accumulated impairment losses
|
(443
|
)
|
|
—
|
|
|
—
|
|
|
1
|
|
|
(442
|
)
|
Goodwill
|
9,840
|
|
|
—
|
|
|
—
|
|
|
1,219
|
|
|
11,059
|
|
Brands
|
2,600
|
|
|
—
|
|
|
—
|
|
|
353
|
|
|
2,953
|
|
Total Goodwill and intangible assets with indefinite useful lives
|
12,440
|
|
|
—
|
|
|
—
|
|
|
1,572
|
|
|
14,012
|
|
|
At
December 31, 2012 |
|
Change in the
scope of consolidation |
|
Impairment
losses |
|
Translation
differences and other changes |
|
At
December 31, 2013 |
|||||
|
( € million)
|
|||||||||||||
Gross amount
|
10,645
|
|
|
15
|
|
|
—
|
|
|
(377
|
)
|
|
10,283
|
|
Accumulated impairment losses
|
(413
|
)
|
|
—
|
|
|
—
|
|
|
(30
|
)
|
|
(443
|
)
|
Goodwill
|
10,232
|
|
|
15
|
|
|
—
|
|
|
(407
|
)
|
|
9,840
|
|
Brands
|
2,717
|
|
|
—
|
|
|
—
|
|
|
(117
|
)
|
|
2,600
|
|
Total Goodwill and intangible assets with indefinite useful lives
|
12,949
|
|
|
15
|
|
|
—
|
|
|
(524
|
)
|
|
12,440
|
|
|
At December 31,
|
||||
|
2014
|
|
2013
|
||
|
( € million)
|
||||
NAFTA
|
8,350
|
|
|
7,330
|
|
APAC
|
1,085
|
|
|
968
|
|
LATAM
|
517
|
|
|
461
|
|
EMEA
|
233
|
|
|
208
|
|
Ferrari
|
786
|
|
|
786
|
|
Components
|
52
|
|
|
51
|
|
Other activities
|
36
|
|
|
36
|
|
Total Goodwill (net carrying amount)
|
11,059
|
|
|
9,840
|
|
•
|
The expected future cash flows covering the period from
2015
through
2018
have been derived from the Group Business Plan presented on May 6, 2014. More specifically, in making the estimates, expected EBITDA for the periods under consideration was adjusted to reflect the expected capital expenditure and monetary contributions to pension plans and other post-employment benefit plans. These cash flows relate to the CGU in its condition when preparing the financial statements and exclude the estimated cash flows that might arise from restructuring plans or other structural changes. Volumes and sales mix used for estimating the future cash flow are based on assumptions that are considered reasonable and sustainable and represent the best estimate of expected conditions regarding market trends and segment, brand and model share for the NAFTA segment over the period considered.
|
•
|
The expected future cash flows include a normalized terminal period used to estimate the future results beyond the time period explicitly considered. This terminal period was calculated by applying an EBITDA margin of the average of the expected EBITDA for
2015
-
2018
to the average
2015
-
2018
expected revenues used in calculating the expected EBITDA. The terminal period was then adjusted by a normalized amount of investments determined assuming a steady state business and by expected monetary contributions to pension plans and post-employment benefit plans.
|
•
|
Pre-tax expected future cash flows have been estimated in U.S. Dollars, and discounted using a pre-tax discount rate. The base WACC of
16.4
percent (
16.0
percent in
2013
,
15.1
percent in
2012
) used reflects the current market assessment of the time value of money for the period being considered and the risks specific to the segment under consideration. The WACC was calculated using the Capital Asset Pricing Model (“CAPM”) technique in which the risk-free rate has been calculated by referring to the yield curve of long-term U.S. government bonds and the beta coefficient and the debt/equity ratio have been extrapolated by analyzing a group of comparable companies operating in the automotive sector. Additionally, to reflect the uncertainty of the current economic environment and future market conditions, the cost of equity component of the WACC was progressively increased by a 100 basis point risk premium for the years 2016 and 2017, 90 basis points for 2018 and by 100 basis points in the terminal period.
|
|
Externally
acquired development costs |
|
Development
costs internally generated |
|
Patents,
concessions and licenses |
|
Other
intangible assets |
|
Total
|
|||||
|
( € million)
|
|||||||||||||
Gross carrying amount
Balance at December 31, 2012 |
5,227
|
|
|
4,637
|
|
|
2,100
|
|
|
638
|
|
|
12,602
|
|
Additions
|
1,562
|
|
|
480
|
|
|
224
|
|
|
64
|
|
|
2,330
|
|
Change in the scope of consolidation
|
198
|
|
|
—
|
|
|
1
|
|
|
21
|
|
|
220
|
|
Divestitures
|
(5
|
)
|
|
(304
|
)
|
|
(19
|
)
|
|
(2
|
)
|
|
(330
|
)
|
Translation differences and other changes
|
(123
|
)
|
|
(159
|
)
|
|
(21
|
)
|
|
(100
|
)
|
|
(403
|
)
|
Balance at December 31, 2013
|
6,859
|
|
|
4,654
|
|
|
2,285
|
|
|
621
|
|
|
14,419
|
|
Additions
|
1,542
|
|
|
725
|
|
|
350
|
|
|
89
|
|
|
2,706
|
|
Change in the scope of consolidation
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
Divestitures
|
(8
|
)
|
|
(36
|
)
|
|
(38
|
)
|
|
(6
|
)
|
|
(88
|
)
|
Translation differences and other changes
|
239
|
|
|
168
|
|
|
207
|
|
|
4
|
|
|
618
|
|
Balance at December 31, 2014
|
8,632
|
|
|
5,511
|
|
|
2,804
|
|
|
708
|
|
|
17,655
|
|
Accumulated amortization and impairment losses
Balance at December 31, 2012 |
2,436
|
|
|
2,516
|
|
|
875
|
|
|
430
|
|
|
6,257
|
|
Change in the scope of consolidation
|
142
|
|
|
—
|
|
|
—
|
|
|
11
|
|
|
153
|
|
Amortization
|
479
|
|
|
408
|
|
|
213
|
|
|
48
|
|
|
1,148
|
|
Impairment losses
|
120
|
|
|
130
|
|
|
—
|
|
|
—
|
|
|
250
|
|
Divestitures
|
(1
|
)
|
|
(286
|
)
|
|
(18
|
)
|
|
(1
|
)
|
|
(306
|
)
|
Translation differences and other changes
|
(11
|
)
|
|
(90
|
)
|
|
16
|
|
|
(72
|
)
|
|
(157
|
)
|
Balance at December 31, 2013
|
3,165
|
|
|
2,678
|
|
|
1,086
|
|
|
416
|
|
|
7,345
|
|
Change in the scope of consolidation
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
Amortization
|
648
|
|
|
409
|
|
|
225
|
|
|
49
|
|
|
1,331
|
|
Impairment losses
|
46
|
|
|
36
|
|
|
—
|
|
|
—
|
|
|
82
|
|
Divestitures
|
(6
|
)
|
|
(30
|
)
|
|
(33
|
)
|
|
(4
|
)
|
|
(73
|
)
|
Translation differences and other changes
|
(84
|
)
|
|
152
|
|
|
59
|
|
|
8
|
|
|
135
|
|
Balance at December 31, 2014
|
3,769
|
|
|
3,245
|
|
|
1,337
|
|
|
469
|
|
|
8,820
|
|
Carrying amount at December 31, 2013
|
3,694
|
|
|
1,976
|
|
|
1,199
|
|
|
205
|
|
|
7,074
|
|
Carrying amount at December 31, 2014
|
4,863
|
|
|
2,266
|
|
|
1,467
|
|
|
239
|
|
|
8,835
|
|
|
Land
|
|
Industrial
buildings |
|
Plant,
machinery and equipment |
|
Other
assets |
|
Advances and
tangible assets in progress |
|
Total
|
||||||
|
(€ million)
|
||||||||||||||||
Gross carrying amount
Balance at December 31, 2012 |
717
|
|
|
6,490
|
|
|
35,453
|
|
|
1,919
|
|
|
3,282
|
|
|
47,861
|
|
Additions
|
4
|
|
|
513
|
|
|
2,559
|
|
|
137
|
|
|
1,949
|
|
|
5,162
|
|
Divestitures
|
(5
|
)
|
|
(29
|
)
|
|
(858
|
)
|
|
(56
|
)
|
|
(20
|
)
|
|
(968
|
)
|
Change in the scope of consolidation
|
3
|
|
|
19
|
|
|
240
|
|
|
5
|
|
|
4
|
|
|
271
|
|
Impairment losses
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(2
|
)
|
|
(2
|
)
|
Translation differences
|
(55
|
)
|
|
(282
|
)
|
|
(1,362
|
)
|
|
(92
|
)
|
|
(177
|
)
|
|
(1,968
|
)
|
Other changes
|
216
|
|
|
324
|
|
|
2,373
|
|
|
124
|
|
|
(2,752
|
)
|
|
285
|
|
Balance at December 31, 2013
|
880
|
|
|
7,035
|
|
|
38,405
|
|
|
2,037
|
|
|
2,284
|
|
|
50,641
|
|
Additions
|
14
|
|
|
766
|
|
|
2,877
|
|
|
292
|
|
|
1,466
|
|
|
5,415
|
|
Divestitures
|
(7
|
)
|
|
(94
|
)
|
|
(1,248
|
)
|
|
(37
|
)
|
|
(2
|
)
|
|
(1,388
|
)
|
Change in the scope of consolidation
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
Impairment losses
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
Translation differences
|
35
|
|
|
316
|
|
|
1,586
|
|
|
168
|
|
|
132
|
|
|
2,237
|
|
Other changes
|
23
|
|
|
2
|
|
|
867
|
|
|
62
|
|
|
(969
|
)
|
|
(15
|
)
|
Balance at December 31, 2014
|
945
|
|
|
8,025
|
|
|
42,487
|
|
|
2,522
|
|
|
2,911
|
|
|
56,890
|
|
Accumulated depreciation and
impairment losses Balance at December 31, 2012 |
7
|
|
|
2,267
|
|
|
22,091
|
|
|
990
|
|
|
10
|
|
|
25,365
|
|
Depreciation
|
—
|
|
|
261
|
|
|
3,048
|
|
|
178
|
|
|
—
|
|
|
3,487
|
|
Divestitures
|
—
|
|
|
(14
|
)
|
|
(818
|
)
|
|
(41
|
)
|
|
—
|
|
|
(873
|
)
|
Impairment losses
|
—
|
|
|
—
|
|
|
84
|
|
|
—
|
|
|
—
|
|
|
84
|
|
Change in the scope of consolidation
|
—
|
|
|
2
|
|
|
148
|
|
|
4
|
|
|
—
|
|
|
154
|
|
Translation differences
|
—
|
|
|
(82
|
)
|
|
(693
|
)
|
|
(43
|
)
|
|
—
|
|
|
(818
|
)
|
Other changes
|
—
|
|
|
(40
|
)
|
|
58
|
|
|
(10
|
)
|
|
1
|
|
|
9
|
|
Balance at December 31, 2013
|
7
|
|
|
2,394
|
|
|
23,918
|
|
|
1,078
|
|
|
11
|
|
|
27,408
|
|
Depreciation
|
—
|
|
|
266
|
|
|
3,099
|
|
|
201
|
|
|
—
|
|
|
3,566
|
|
Divestitures
|
(2
|
)
|
|
(87
|
)
|
|
(1,219
|
)
|
|
(33
|
)
|
|
—
|
|
|
(1,341
|
)
|
Impairment losses
|
—
|
|
|
6
|
|
|
27
|
|
|
—
|
|
|
—
|
|
|
33
|
|
Change in the scope of consolidation
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
Translation differences
|
—
|
|
|
57
|
|
|
653
|
|
|
61
|
|
|
—
|
|
|
771
|
|
Other changes
|
2
|
|
|
10
|
|
|
19
|
|
|
9
|
|
|
5
|
|
|
45
|
|
Balance at December 31, 2014
|
7
|
|
|
2,646
|
|
|
26,497
|
|
|
1,316
|
|
|
16
|
|
|
30,482
|
|
Carrying amount at December 31, 2013
|
873
|
|
|
4,641
|
|
|
14,487
|
|
|
959
|
|
|
2,273
|
|
|
23,233
|
|
Carrying amount at December 31, 2014
|
938
|
|
|
5,379
|
|
|
15,990
|
|
|
1,206
|
|
|
2,895
|
|
|
26,408
|
|
|
At December 31,
|
||||
|
2014
|
|
2013
|
||
|
(€ million)
|
||||
Industrial buildings
|
84
|
|
|
87
|
|
Plant machinery and equipment
|
299
|
|
|
307
|
|
Property plant and equipment
|
383
|
|
|
394
|
|
|
At December 31,
|
||||
|
2014
|
|
2013
|
||
|
(€ million)
|
||||
Land and industrial buildings pledged as security for debt
|
1,019
|
|
|
103
|
|
Plant and machinery pledged as security for debt and other commitments
|
648
|
|
|
310
|
|
Other assets pledged as security for debt and other commitments
|
3
|
|
|
5
|
|
Property plant and equipment pledged as security for debt
|
1,670
|
|
|
418
|
|
|
At December 31,
|
||||
|
2014
|
|
2013
|
||
|
( € million)
|
||||
Interest in joint ventures
|
1,329
|
|
|
1,225
|
|
Interest in associates
|
105
|
|
|
123
|
|
Interests in unconsolidated subsidiaries
|
37
|
|
|
40
|
|
Equity method investments
|
1,471
|
|
|
1,388
|
|
Available-for-sale investments
|
124
|
|
|
148
|
|
Equity Investments at fair value
|
0
|
|
|
151
|
|
Investments at fair value
|
124
|
|
|
299
|
|
Other Investments measured at cost
|
59
|
|
|
52
|
|
Total Investments
|
1,654
|
|
|
1,739
|
|
Non-current financial receivables
|
296
|
|
|
257
|
|
Other securities and other financial assets
|
70
|
|
|
56
|
|
Total Investments and other financial assets
|
2,020
|
|
|
2,052
|
|
|
Investments in joint ventures
|
|
|
(€ million)
|
|
Balance at December 31, 2012
|
1,282
|
|
Share of the net profit
|
112
|
|
Acquisitions, Capitalizations (Refunds)
|
44
|
|
Change in the scope of consolidation
|
(37
|
)
|
Translations differences
|
(69
|
)
|
Other changes
|
(107
|
)
|
Balance at December 31, 2013
|
1,225
|
|
Share of the net profit
|
127
|
|
Acquisitions, Capitalizations (Refunds)
|
14
|
|
Change in the scope of consolidation
|
2
|
|
Translations differences
|
33
|
|
Other changes
|
(72
|
)
|
Balance at December 31, 2014
|
1,329
|
|
|
At December 31,
|
||||
|
2014
|
|
2013
|
||
|
(€ million)
|
||||
Financial assets
|
14,604
|
|
|
14,484
|
|
Of which: Cash and cash equivalents
|
—
|
|
|
—
|
|
Other assets
|
2,330
|
|
|
2,079
|
|
Financial liabilities
|
14,124
|
|
|
13,959
|
|
Other liabilities
|
896
|
|
|
802
|
|
Equity (100%)
|
1,914
|
|
|
1,802
|
|
Net assets attributable to owners of the parent
|
1,899
|
|
|
1,788
|
|
Group’s share of net assets
|
950
|
|
|
894
|
|
Elimination of unrealized profits and other adjustments
|
(56
|
)
|
|
(55
|
)
|
Carrying amount of interest in the joint venture
|
894
|
|
|
839
|
|
|
For the years ended
December 31,
|
||||
|
2014
|
|
2013
|
||
|
(€ million)
|
||||
Interest and similar income
|
737
|
|
|
752
|
|
Interest and similar expenses
|
(373
|
)
|
|
(381
|
)
|
Income tax expense
|
(74
|
)
|
|
(76
|
)
|
Profit from continuing operations
|
182
|
|
|
172
|
|
Net profit
|
182
|
|
|
172
|
|
Net profit attributable to owners of the parent (A)
|
181
|
|
|
170
|
|
Group’s share of net profit
|
91
|
|
|
85
|
|
Elimination of unrealized profits
|
—
|
|
|
—
|
|
Group’s share of net profit in the joint venture
|
91
|
|
|
85
|
|
Other comprehensive income/(loss) attributable to owners of the parent (B)
|
12
|
|
|
(1
|
)
|
Total comprehensive income attributable to owners of the parent (A+B)
|
193
|
|
|
169
|
|
|
For the years ended December 31,
|
|||||||
|
2014
|
|
2013
|
|
2012
|
|||
|
(€ million)
|
|||||||
Net Profit from continuing operations
|
36
|
|
|
27
|
|
|
65
|
|
Net profit
|
36
|
|
|
27
|
|
|
65
|
|
Other comprehensive income/(loss)
|
37
|
|
|
(90
|
)
|
|
39
|
|
Total other comprehensive income/(loss)
|
73
|
|
|
(63
|
)
|
|
104
|
|
|
For the years ended December 31,
|
|||||||
|
2014
|
|
2013
|
|
2012
|
|||
|
(€ million)
|
|||||||
Loss from continuing operations
|
(20
|
)
|
|
(42
|
)
|
|
(72
|
)
|
Net loss
|
(20
|
)
|
|
(42
|
)
|
|
(72
|
)
|
Other comprehensive income/(loss)
|
3
|
|
|
2
|
|
|
(1
|
)
|
Total other comprehensive loss
|
(17
|
)
|
|
(40
|
)
|
|
(73
|
)
|
|
At December 31,
|
||||
|
2014
|
|
2013
|
||
|
( € million)
|
||||
Raw materials, supplies and finished goods
|
10,294
|
|
|
8,910
|
|
Assets sold with a buy-back commitment
|
2,018
|
|
|
1,253
|
|
Gross amount due from customers for contract work
|
155
|
|
|
115
|
|
Total Inventories
|
12,467
|
|
|
10,278
|
|
|
At December 31,
|
||||
|
2014
|
|
2013
|
||
|
( € million)
|
||||
Aggregate amount of costs incurred and recognized profits (less recognized losses) to date
|
1,817
|
|
|
1,506
|
|
Less: Progress billings
|
(1,914
|
)
|
|
(1,600
|
)
|
Construction contracts, net of advances on contract work
|
(97
|
)
|
|
(94
|
)
|
Gross amount due from customers for contract work as an asset
|
155
|
|
|
115
|
|
Less: Gross amount due to customers for contract work as a liability included in Other
current liabilities (Note 29) |
(252
|
)
|
|
(209
|
)
|
Construction contracts, net of advances on contract work
|
(97
|
)
|
|
(94
|
)
|
|
At December 31,
|
||||
|
2014
|
|
2013
|
||
|
( € million)
|
||||
Trade receivables
|
2,564
|
|
|
2,544
|
|
Receivables from financing activities
|
3,843
|
|
|
3,671
|
|
Current tax receivables
|
328
|
|
|
312
|
|
Other current assets:
|
|
|
|
||
Other current receivables
|
2,246
|
|
|
1,881
|
|
Accrued income and prepaid expenses
|
515
|
|
|
442
|
|
Total Other current assets
|
2,761
|
|
|
2,323
|
|
Total Current receivables and Other current assets
|
9,496
|
|
|
8,850
|
|
|
At December 31,
|
||||||||||||||||||||||
|
2014
|
|
2013
|
||||||||||||||||||||
|
Due within one year
|
|
Due between one and five years
|
|
Due beyond five years
|
|
Total
|
|
Due within one year
|
|
Due between one and five years
|
|
Due beyond five years
|
|
Total
|
||||||||
|
(€ million)
|
||||||||||||||||||||||
Trade Receivables
|
2,564
|
|
|
—
|
|
|
—
|
|
|
2,564
|
|
|
2,527
|
|
|
15
|
|
|
2
|
|
|
2,544
|
|
Receivables from financing activities
|
3,013
|
|
|
776
|
|
|
54
|
|
|
3,843
|
|
|
2,776
|
|
|
863
|
|
|
32
|
|
|
3,671
|
|
Current tax receivables
|
284
|
|
|
7
|
|
|
37
|
|
|
328
|
|
|
227
|
|
|
44
|
|
|
41
|
|
|
312
|
|
Other current receivables
|
2,076
|
|
|
156
|
|
|
14
|
|
|
2,246
|
|
|
1,658
|
|
|
184
|
|
|
39
|
|
|
1,881
|
|
Total current receivables
|
7,937
|
|
|
939
|
|
|
105
|
|
|
8,981
|
|
|
7,188
|
|
|
1,106
|
|
|
114
|
|
|
8,408
|
|
|
At December 31, 2013
|
|
Provision
|
|
Use and
other changes |
|
At December 31, 2014
|
||||
|
(€ million)
|
||||||||||
Allowances for doubtful accounts
|
344
|
|
|
33
|
|
|
(57
|
)
|
|
320
|
|
|
At December 31, 2012
|
|
Provision
|
|
Use and
other changes |
|
At December 31, 2013
|
||||
|
(€ million)
|
||||||||||
Allowances for doubtful accounts
|
347
|
|
|
47
|
|
|
(50
|
)
|
|
344
|
|
|
At December 31,
|
||||
|
2014
|
|
2013
|
||
|
( € million)
|
||||
Dealer financing
|
2,313
|
|
|
2,286
|
|
Retail financing
|
1,039
|
|
|
970
|
|
Finance leases
|
349
|
|
|
297
|
|
Other
|
142
|
|
|
118
|
|
Total Receivables from financing activities
|
3,843
|
|
|
3,671
|
|
|
At December 31, 2013
|
|
Provision
|
|
Use and
other changes |
|
At December 31, 2014
|
||||
|
(€ million)
|
||||||||||
Allowance for Receivables from financing activities
|
119
|
|
|
69
|
|
|
(115
|
)
|
|
73
|
|
|
At January 1, 2013
|
|
Provision
|
|
Use and
other changes |
|
At December 31, 2013
|
||||
|
(€ million)
|
||||||||||
Allowance for Receivables from financing activities
|
101
|
|
|
89
|
|
|
(71
|
)
|
|
119
|
|
|
At December 31,
|
||||||||||||||||||||||
|
2014
|
|
2013
|
||||||||||||||||||||
|
Due within
one year |
|
Due between
one and five years |
|
Due beyond
five years |
|
Total
|
|
Due within
one year |
|
Due between
one and five years |
|
Due
beyond five years |
|
Total
|
||||||||
|
(€ million)
|
||||||||||||||||||||||
Receivables for future minimum lease payments
|
110
|
|
|
281
|
|
|
8
|
|
|
399
|
|
|
104
|
|
|
223
|
|
|
8
|
|
|
335
|
|
Less: unrealized interest income
|
(16
|
)
|
|
(24
|
)
|
|
—
|
|
|
(40
|
)
|
|
(14
|
)
|
|
(18
|
)
|
|
(1
|
)
|
|
(33
|
)
|
Present value of future minimum lease payments
|
94
|
|
|
257
|
|
|
8
|
|
|
359
|
|
|
90
|
|
|
205
|
|
|
7
|
|
|
302
|
|
|
At December 31,
|
||||||||||||||||||||||
|
2014
|
|
2013
|
||||||||||||||||||||
|
Trade receivables
|
|
Receivables
from
financing
activities |
|
Current tax
receivables |
|
Total
|
|
Trade
receivables
|
|
Receivables
from
financing
activities |
|
Current tax
receivables |
|
Total
|
||||||||
|
(€ million)
|
||||||||||||||||||||||
Carrying amount of assets transferred and not derecognized
|
37
|
|
|
407
|
|
|
25
|
|
|
469
|
|
|
283
|
|
|
440
|
|
|
33
|
|
|
756
|
|
Carrying amount of the related liabilities
|
37
|
|
|
407
|
|
|
25
|
|
|
469
|
|
|
283
|
|
|
440
|
|
|
33
|
|
|
756
|
|
|
At December 31,
|
||||
|
2014
|
|
2013
|
||
|
(€ million)
|
||||
Current securities available-for-sale
|
30
|
|
|
92
|
|
Current securities held-for-trading
|
180
|
|
|
155
|
|
Total current securities
|
210
|
|
|
247
|
|
|
At December 31,
|
||||||||||
|
2014
|
|
2013
|
||||||||
|
Positive fair
value |
|
Negative fair
value |
|
Positive fair
value |
|
Negative fair
value |
||||
|
(€ million)
|
||||||||||
Fair value hedges:
|
|
|
|
|
|
|
|
||||
Interest rate risk - interest rate swaps
|
82
|
|
|
—
|
|
|
93
|
|
|
—
|
|
Interest rate and exchange rate risk - combined interest rate
and currency swaps |
—
|
|
|
(41
|
)
|
|
15
|
|
|
—
|
|
Total Fair value hedges
|
82
|
|
|
(41
|
)
|
|
108
|
|
|
—
|
|
Cash flow hedge:
|
|
|
|
|
|
|
|
||||
Currency risks - forward contracts, currency swaps and
currency options |
222
|
|
|
(467
|
)
|
|
260
|
|
|
(59
|
)
|
Interest rate risk - interest rate swaps
|
1
|
|
|
(4
|
)
|
|
1
|
|
|
(3
|
)
|
Interest rate and currency risk - combined interest rate and
currency swaps |
60
|
|
|
(7
|
)
|
|
9
|
|
|
(22
|
)
|
Commodity price risk – commodity swaps and commodity options
|
4
|
|
|
(16
|
)
|
|
6
|
|
|
(5
|
)
|
Total Cash flow hedges
|
287
|
|
|
(494
|
)
|
|
276
|
|
|
(89
|
)
|
Derivatives for trading
|
108
|
|
|
(213
|
)
|
|
129
|
|
|
(48
|
)
|
Fair value of derivative instruments
|
477
|
|
|
(748
|
)
|
|
513
|
|
|
(137
|
)
|
Collateral deposits
|
38
|
|
|
—
|
|
|
20
|
|
|
—
|
|
Other financial assets/(liabilities)
|
515
|
|
|
(748
|
)
|
|
533
|
|
|
(137
|
)
|
|
At December 31,
|
||||||||||||||||||||||
|
2014
|
|
2013
|
||||||||||||||||||||
|
Due within
one year |
|
Due between
one and five years |
|
Due beyond
five years |
|
Total
|
|
Due within
one year |
|
Due between
one and five years |
|
Due
beyond five years |
|
Total
|
||||||||
|
(€ million)
|
||||||||||||||||||||||
Currency risk management
|
15,328
|
|
|
2,544
|
|
|
—
|
|
|
17,872
|
|
|
10,446
|
|
|
802
|
|
|
—
|
|
|
11,248
|
|
Interest rate risk management
|
172
|
|
|
1,656
|
|
|
—
|
|
|
1,828
|
|
|
764
|
|
|
1,782
|
|
|
—
|
|
|
2,546
|
|
Interest rate and currency risk management
|
698
|
|
|
1,513
|
|
|
—
|
|
|
2,211
|
|
|
—
|
|
|
1,455
|
|
|
—
|
|
|
1,455
|
|
Commodity price risk management
|
483
|
|
|
59
|
|
|
—
|
|
|
542
|
|
|
450
|
|
|
23
|
|
|
—
|
|
|
473
|
|
Other derivative financial instruments
|
—
|
|
|
—
|
|
|
14
|
|
|
14
|
|
|
—
|
|
|
—
|
|
|
14
|
|
|
14
|
|
Total notional amount
|
16,681
|
|
|
5,772
|
|
|
14
|
|
|
22,467
|
|
|
11,660
|
|
|
4,062
|
|
|
14
|
|
|
15,736
|
|
|
For the years ended December 31,
|
|||||||
|
2014
|
|
2013
|
|
2012
|
|||
|
(€ million)
|
|||||||
Currency risk
|
|
|
|
|
|
|||
Increase/(Decrease) in Net revenues
|
53
|
|
|
126
|
|
|
(92
|
)
|
Decrease in Cost of sales
|
11
|
|
|
44
|
|
|
25
|
|
Financial (expenses)/income
|
(157
|
)
|
|
22
|
|
|
32
|
|
Result from investments
|
(13
|
)
|
|
17
|
|
|
(12
|
)
|
Interest rate risk
|
|
|
|
|
|
|||
Increase in Cost of sales
|
(2
|
)
|
|
(6
|
)
|
|
(6
|
)
|
Result from investments
|
(3
|
)
|
|
(4
|
)
|
|
(5
|
)
|
Financial (expenses)/income
|
(11
|
)
|
|
(10
|
)
|
|
(6
|
)
|
Commodity price risk
|
|
|
|
|
|
|||
Increase in Cost of sales
|
(2
|
)
|
|
(1
|
)
|
|
(40
|
)
|
Ineffectiveness - overhedge
|
4
|
|
|
5
|
|
|
(6
|
)
|
Taxes expenses/(income)
|
14
|
|
|
(3
|
)
|
|
5
|
|
Total recognized in the Consolidated income statement
|
(106
|
)
|
|
190
|
|
|
(105
|
)
|
|
For the years ended December 31,
|
|||||||
|
2014
|
|
2013
|
|
2012
|
|||
|
(€ million)
|
|||||||
Currency risk
|
|
|
|
|
|
|||
Net gains/(losses) on qualifying hedges
|
(53
|
)
|
|
19
|
|
|
14
|
|
Fair value changes in hedged items
|
53
|
|
|
(19
|
)
|
|
(14
|
)
|
Interest rate risk
|
|
|
|
|
|
|||
Net gains/(losses) on qualifying hedges
|
(20
|
)
|
|
(28
|
)
|
|
(51
|
)
|
Fair value changes in hedged items
|
20
|
|
|
29
|
|
|
53
|
|
Net gains/(losses)
|
—
|
|
|
1
|
|
|
2
|
|
|
At December 31,
|
||||
|
2014
|
|
2013
|
||
|
(€ million)
|
||||
Cash at banks
|
10,645
|
|
|
9,939
|
|
Money market securities
|
12,195
|
|
|
9,516
|
|
Total Cash and cash equivalents
|
22,840
|
|
|
19,455
|
|
|
At December 31,
|
||||
|
2014
|
|
2013
|
||
|
(€ million)
|
||||
Property, plant and equipment
|
8
|
|
|
1
|
|
Investments and other financial assets
|
2
|
|
|
—
|
|
Inventories
|
—
|
|
|
3
|
|
Trade and other receivables
|
—
|
|
|
5
|
|
Total Assets held for sale
|
10
|
|
|
9
|
|
Provisions
|
—
|
|
|
5
|
|
Trade and other payables
|
—
|
|
|
16
|
|
Total Liabilities held for sale
|
—
|
|
|
21
|
|
•
|
60,002,027 Fiat ordinary shares were reacquired by Fiat with a disbursement of €464 million as a result of the cash exit rights exercised by a number of Fiat shareholders following the Merger. Pursuant to the Italian law, these shares were offered to Fiat shareholders not having exercised the cash exit rights. These Fiat shareholders elected to purchase 6,085,630 shares with a cash disbursement of €47 million. As a result, concurrent with the Merger, on October 12, 2014, 53,916,397 Fiat shares were cancelled with a net aggregate cash disbursement of €417 million.
|
•
|
As the Merger, which took the form of a reverse merger, resulted in FCA being the surviving entity, all Fiat ordinary shares outstanding as of the Merger date (1,167,181,255 ordinary shares) were cancelled and exchanged. FCA allotted one new FCA common share (each having a nominal value of €0.01) for each Fiat ordinary share (each having a nominal value of €3.58). The original investment of FCA in Fiat which consisted of 35,000,000 common shares was not cancelled resulting in 35,000,000 treasury shares in FCA. On December 12, 2014, FCA completed the placement of these treasury shares on the market.
|
|
Fiat S.p.A.
|
|
FCA
|
|||||||||||||||||||||||
Thousand of shares
|
At
December 31, 2013 |
|
Share-based payments and exercise of stock options
|
|
Exit Rights
|
|
Cancellation of treasury shares upon the Merger
|
|
At the date of the Merger
|
|
FCA share capital at the Merger
|
|
Issuance of FCA Common shares and sale of treasury shares
|
|
Exercise of Stock Options
|
|
At
December 31, 2014 |
|||||||||
Shares issued
|
1,250,688
|
|
|
320
|
|
|
(53,916
|
)
|
|
(29,911
|
)
|
|
1,167,181
|
|
|
35,000
|
|
|
65,000
|
|
|
17,738
|
|
|
1,284,919
|
|
Less: treasury shares
|
(34,578
|
)
|
|
4,667
|
|
|
—
|
|
|
29,911
|
|
|
—
|
|
|
(35,000
|
)
|
|
35,000
|
|
|
—
|
|
|
—
|
|
Shares issued and outstanding
|
1,216,110
|
|
|
4,987
|
|
|
(53,916
|
)
|
|
—
|
|
|
1,167,181
|
|
|
—
|
|
|
100,000
|
|
|
17,738
|
|
|
1,284,919
|
|
•
|
Maximum Conversion Rate:
261,363,375 shares if AMV ≤ Initial Price (U.S.$11), in aggregate the Maximum Number of Shares
(1)
|
•
|
A number of shares equivalent to the value of U.S.$100 (i.e., U.S.$100 / AMV), if Initial Price (U.S.$11) ≤ AMV ≤ Threshold Appreciation Price (U.S.$12.925)
(1)
|
•
|
Minimum Conversion Rate:
222,435,875 shares if AMV ≥ Threshold Appreciation Price (U.S.$12.925), in aggregate the Minimum Number of Shares
(1)
|
•
|
Upon Mandatory Conversion: Holders receive: (i) any deferred coupon payments, (ii) accrued and unpaid coupon payments in cash or in Shares at the election of the Group.
|
(1)
|
The Conversion Rates, the Initial Price and the Threshold Appreciation Price are each subject to adjustment related to dilutive events. In addition, upon the occurrence of a Spin-Off (as defined), the Threshold Appreciation Price, the Initial Price and the Stated Amount are also subject to adjustment.
|
•
|
Early Conversion at Option of the Group:
FCA has the option to convert the Mandatory Convertible Securities and deliver the Maximum Number of Shares prior to the Mandatory Conversion Date, subject to limitations around timing of the planned Ferrari separation. Upon exercise of this option, holders receive cash equal to: (i) any deferred coupon payments, (ii) accrued and unpaid coupon payments, and (iii) the present value of all remaining coupon payments on the Mandatory Convertible Securities discounted at the Treasury Yield rate.
|
•
|
Early Conversion at Option of the Holder:
holders have the option to convert their Mandatory Convertible Securities early and receive the Minimum Number of Shares, subject to limitations around timing of the planned Ferrari separation. Upon exercise of this option, holders receive any deferred coupon payments in cash or in common shares at the election of FCA.
|
•
|
The Mandatory Convertible Securities also provide for the possibility of early conversion in limited situations upon occurrence of defined events outlined in the prospectus to the Mandatory Convertible Securities.
|
•
|
the legal reserve of €10,816 million at
December 31, 2014
(€6,699 million at
December 31, 2013
) that were determined in accordance to the Dutch law and mainly refers to development costs capitalized by subsidiaries and their earnings subject to certain restrictions to distributions to the parent company. The legal reserve also includes the reserve for the equity component of the Mandatory Convertible Securities of €1,910 million at December 31, 2014. Pursuant to Dutch law, limitations exist relating to the distribution of shareholders' equity up to the total amount of the legal reserve;
|
•
|
the capital reserves amounting to €3,472 million at December 31, 2014 and consisting mainly of the effects of the Merger resulting in a different par value of FCA common shares (€0.01 each) as compared to Fiat S.p.A. ordinary shares (€3.58 each) where the consequent difference between the share capital before and after the Merger was recognized to increase the capital reserves;
|
•
|
retained earnings, that after separation of the legal reserve, are negative by €1,458 million;
|
•
|
the profit attributable to owners of the parent of
€568 million
at
December 31, 2014
(a profit of
€904 million
for the year ended
December 31, 2013
);
|
|
For the years end
December 31, |
|||||||
|
2014
|
|
2013
|
|
2012
|
|||
|
(€ million)
|
|||||||
Items that will not be reclassified to the Consolidated income statement:
|
|
|
|
|
|
|||
(Losses)/gains on remeasurement of defined benefit plans
|
(333
|
)
|
|
2,676
|
|
|
(1,846
|
)
|
Shares of (losses)/gains on remeasurement of defined benefit plans for equity method investees
|
(4
|
)
|
|
(7
|
)
|
|
4
|
|
Total items that will not be reclassified to the Consolidated income statement (B1)
|
(337
|
)
|
|
2,669
|
|
|
(1,842
|
)
|
Items that may be reclassified to the Consolidated income statement:
|
|
|
|
|
|
|||
(Losses)/gains on cash flow hedging instruments arising during the period
|
(396
|
)
|
|
343
|
|
|
91
|
|
(Losses)/gains on cash flow hedging instruments reclassified to the Consolidated income statement
|
104
|
|
|
(181
|
)
|
|
93
|
|
(Losses)/gains on cash flow hedging instruments
|
(292
|
)
|
|
162
|
|
|
184
|
|
(Losses)/gains on available-for-sale financial assets arising during the period
|
(24
|
)
|
|
4
|
|
|
27
|
|
(Losses)/gains on available-for-sale financial assets reclassified to the Consolidated income statement
|
—
|
|
|
—
|
|
|
—
|
|
(Losses)/gains on available-for-sale financial assets
|
(24
|
)
|
|
4
|
|
|
27
|
|
Exchange differences on translating foreign operations arising during the period
|
1,282
|
|
|
(720
|
)
|
|
(285
|
)
|
Exchange differences on translating foreign operations reclassified to the Consolidated income statement
|
—
|
|
|
—
|
|
|
—
|
|
Exchange differences on translating foreign operations
|
1,282
|
|
|
(720
|
)
|
|
(285
|
)
|
Share of Other comprehensive income/(loss) for equity method investees arising during the period
|
35
|
|
|
(75
|
)
|
|
19
|
|
Share of Other comprehensive income/(loss) for equity method investees reclassified to the Consolidated income statement
|
16
|
|
|
(13
|
)
|
|
17
|
|
Share of Other comprehensive income/(loss) for equity method investees
|
51
|
|
|
(88
|
)
|
|
36
|
|
|
|
|
|
|
|
|||
Total items that may be reclassified to the Consolidated income statement (B2)
|
1,017
|
|
|
(642
|
)
|
|
(38
|
)
|
|
|
|
|
|
|
|||
Total Other comprehensive income/(loss) (B1)+(B2)=(B)
|
680
|
|
|
2,027
|
|
|
(1,880
|
)
|
Tax effect
|
102
|
|
|
212
|
|
|
(21
|
)
|
Total Other comprehensive income/(loss), net of tax
|
782
|
|
|
2,239
|
|
|
(1,901
|
)
|
|
For the years end December 31,
|
|||||||||||||||||||||||||
|
2014
|
|
2013
|
|
2012
|
|||||||||||||||||||||
|
Pre-tax
balance |
|
Tax
income/ (expense) |
|
Net
balance |
|
Pre-tax
balance |
|
Tax
income/ (expense) |
|
Net
balance |
|
Pre-tax
balance |
|
Tax
income/ (expense) |
|
Net
balance |
|||||||||
|
(€ million)
|
|||||||||||||||||||||||||
Gains/(Losses) on
remeasurement of defined benefit plans |
(333
|
)
|
|
29
|
|
|
(304
|
)
|
|
2,676
|
|
|
239
|
|
|
2,915
|
|
|
(1,846
|
)
|
|
3
|
|
|
(1,843
|
)
|
Gains/(losses) on cash flow
hedging instruments |
(292
|
)
|
|
73
|
|
|
(219
|
)
|
|
162
|
|
|
(27
|
)
|
|
135
|
|
|
184
|
|
|
(24
|
)
|
|
160
|
|
Gains/(losses) on available-
for-sale financial assets |
(24
|
)
|
|
—
|
|
|
(24
|
)
|
|
4
|
|
|
—
|
|
|
4
|
|
|
27
|
|
|
—
|
|
|
27
|
|
Exchange gains/(losses) on
translating foreign operations |
1,282
|
|
|
—
|
|
|
1,282
|
|
|
(720
|
)
|
|
—
|
|
|
(720
|
)
|
|
(285
|
)
|
|
—
|
|
|
(285
|
)
|
Share of Other comprehensive income/(loss) for equity method investees
|
47
|
|
|
—
|
|
|
47
|
|
|
(95
|
)
|
|
—
|
|
|
(95
|
)
|
|
40
|
|
|
—
|
|
|
40
|
|
Total Other comprehensive
income/(loss) |
680
|
|
|
102
|
|
|
782
|
|
|
2,027
|
|
|
212
|
|
|
2,239
|
|
|
(1,880
|
)
|
|
(21
|
)
|
|
(1,901
|
)
|
Plan
|
Recipient
|
Expiry date
|
Strike
price
(€)
|
N° of options
vested |
Vesting date
|
Vesting portion
|
||
Stock Option - November 2006
|
Chief Executive Officer
|
November 3, 2014
|
13.37
|
|
5,000,000
|
|
November 2007
November 2008 November 2009 November 2010 |
25%
25% 25% 25% |
Stock Option - November 2006
|
Chief Executive Officer
|
November 3, 2014
|
13.37
|
|
5,000,000
|
|
1st Quarter 2008 (*)
1st Quarter 2009 (*) 1st Quarter 2010 (*) 1st Quarter 2011 (*) |
25%xNMC
25%xNMC 25%xNMC 25%xNMC |
Stock Option - November 2006
|
Managers
|
November 3, 2014
|
13.37
|
|
10,000,000
|
|
1st Quarter 2008 (*)
1st Quarter 2009 (*) 1st Quarter 2010 (*) 1st Quarter 2011 (*) |
25%xNMC
25%xNMC 25%xNMC 25%xNMC |
|
Rights granted to managers
|
||||||||||||||||
|
2014
|
|
2013
|
|
2012
|
||||||||||||
|
Number of
options |
|
Average exercise price (€)
|
|
Number of
options |
|
Average exercise price (€)
|
|
Number of
options |
|
Average exercise price (€)
|
||||||
Outstanding shares at the beginning of the year
|
1,240,000
|
|
|
13.37
|
|
|
1,576,875
|
|
|
13.37
|
|
|
1,636,875
|
|
|
13.37
|
|
Granted
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
Forfeited
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
Exercised
|
(1,139,375
|
)
|
|
13.37
|
|
|
(285,000
|
)
|
|
13.37
|
|
|
—
|
|
|
—
|
|
Expired
|
(100,625
|
)
|
|
—
|
|
|
(51,875
|
)
|
|
13.37
|
|
|
(60,000
|
)
|
|
13.37
|
|
Outstanding shares at the
end of the year |
—
|
|
|
—
|
|
|
1,240,000
|
|
|
13.37
|
|
|
1,576,875
|
|
|
13.37
|
|
Exercisable at the end of the year
|
—
|
|
|
—
|
|
|
1,240,000
|
|
|
13.37
|
|
|
1,576,875
|
|
|
13.37
|
|
|
Rights granted to the Chief Executive Officer
|
||||||||||||||||
|
2014
|
|
2013
|
|
2012
|
||||||||||||
|
Number of
options |
|
Average exercise price (
€
)
|
|
Number of
options |
|
Average exercise price (
€
)
|
|
Number of
options |
|
Average exercise price (
€
)
|
||||||
Outstanding shares at the
beginning of the year |
6,250,000
|
|
|
13.37
|
|
|
6,250,000
|
|
|
13.37
|
|
|
6,250,000
|
|
|
13.37
|
|
Granted
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
Forfeited
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
Exercised
|
(6,250,000
|
)
|
|
13.37
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
Expired
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
Outstanding shares at the
end of the year |
—
|
|
|
—
|
|
|
6,250,000
|
|
|
13.37
|
|
|
6,250,000
|
|
|
13.37
|
|
Exercisable at the end of the year
|
—
|
|
|
—
|
|
|
6,250,000
|
|
|
13.37
|
|
|
6,250,000
|
|
|
13.37
|
|
|
2014
|
|
2013
|
||||||||
|
Number of Fiat
shares |
|
Average fair
value at the grant date (€) |
|
Number of Fiat
shares |
|
Average fair
value at the grant date (€) |
||||
Outstanding shares unvested at the beginning of the year
|
4,666,667
|
|
|
4.205
|
|
|
7,000,000
|
|
|
4.205
|
|
Granted
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
Forfeited
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
Vested
|
2,333,333
|
|
|
4.205
|
|
|
2,333,333
|
|
|
4.205
|
|
Outstanding shares unvested at the end of the year
|
2,333,334
|
|
|
4.205
|
|
|
4,666,667
|
|
|
4.205
|
|
•
|
four
years of annual projections prepared by management that reflect the estimated after-tax cash flows a market participant would expect to generate from operating the business;
|
•
|
a terminal value which was determined using a growth model that applied a
2.0 percent
long-term growth rate to projected after-tax cash flows of FCA US beyond the
four
year window. The long-term growth rate was based on internal projections of FCA US, as well as industry growth prospects;
|
•
|
an estimated after-tax weighted average cost of capital of
16.0 percent
in
2014
, and ranging from
16.0 percent
to
16.5 percent
in both
2013
and
2012
; and
|
•
|
projected worldwide factory shipments ranging from approximately
2.6 million
vehicles in
2013
to approximately
3.4 million
vehicles in
2018
.
|
•
|
the $1,900 million (€1,404 million) distribution paid to its members, on January 21, 2014, which served to fund a portion of the transaction whereby Fiat acquired the VEBA Trust's remaining ownership interest in FCA US (as described above in the section —
Acquisition of the Remaining Ownership Interest in FCA US
)
.
|
•
|
The prepayment of the VEBA Trust Note on February 7, 2014 that accelerated tax deductions that were being passed through to the FCA US's members.
|
|
|||||||||||||||||
|
Adjusted for Anti-Dilution
|
||||||||||||||||
|
2014
|
|
2013
|
|
2012
|
||||||||||||
|
Restricted
Stock Units |
|
Weighted
average fair
value at the
grant date (€) |
|
Restricted
Stock Units |
|
Weighted
average fair
value at the
grant date (€) |
|
Restricted
Stock Units |
|
Weighted
average fair value at the grant date (€) |
||||||
Outstanding shares unvested at the beginning of the year
|
4,792,279
|
|
|
3.64
|
|
|
6,143,762
|
|
|
3.35
|
|
|
7,722,554
|
|
|
1.94
|
|
Granted
|
—
|
|
|
—
|
|
|
209,258
|
|
|
5.75
|
|
|
1,902,667
|
|
|
4.52
|
|
Vested
|
(3,361,366
|
)
|
|
3.48
|
|
|
(1,268,303
|
)
|
|
2.01
|
|
|
(3,355,154
|
)
|
|
0.73
|
|
Forfeited
|
(96,211
|
)
|
|
4.46
|
|
|
(292,438
|
)
|
|
4.05
|
|
|
(126,305
|
)
|
|
3.66
|
|
Outstanding shares unvested at the end of the year
|
1,334,702
|
|
|
4.84
|
|
|
4,792,279
|
|
|
3.64
|
|
|
6,143,762
|
|
|
3.35
|
|
|
As Previously Reported
|
||||||||||
|
2013
|
|
2012
|
||||||||
|
Restricted
Stock Units |
|
Weighted
average fair
value at the
grant date
(€)
|
|
Restricted
Stock Units |
|
Weighted
average fair value at the grant date (€) |
||||
Outstanding shares unvested at the beginning of the year
|
4,735,442
|
|
|
4.34
|
|
|
5,952,331
|
|
|
2.51
|
|
Granted
|
161,290
|
|
|
7.46
|
|
|
1,466,523
|
|
|
5.87
|
|
Vested
|
(977,573
|
)
|
|
2.61
|
|
|
(2,586,060
|
)
|
|
0.95
|
|
Forfeited
|
(225,403
|
)
|
|
5.25
|
|
|
(97,352
|
)
|
|
4.76
|
|
Outstanding shares unvested at the end of the year
|
3,693,756
|
|
|
4.72
|
|
|
4,735,442
|
|
|
4.34
|
|
|
Adjusted for Anti-Dilution
|
||||||||||||||||
|
2014
|
|
2013
|
|
2012
|
||||||||||||
|
Phantom
Shares |
|
Weighted
average fair value at the grant date (€) |
|
Phantom
Shares |
|
Weighted
average fair value at the grant date (€) |
|
Phantom
Shares |
|
Weighted
average fair value at the grant date (€) |
||||||
Outstanding shares at the beginning of the year
|
413,521
|
|
|
3.49
|
|
|
1,957,494
|
|
|
2.07
|
|
|
6,414,963
|
|
|
1.41
|
|
Granted and Vested
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
Settled
|
(413,521
|
)
|
|
3.61
|
|
|
(1,543,973
|
)
|
|
1.64
|
|
|
(4,457,469
|
)
|
|
1.11
|
|
Outstanding shares at the end of the year
|
—
|
|
|
—
|
|
|
413,521
|
|
|
3.49
|
|
|
1,957,494
|
|
|
2.07
|
|
|
|
As Previously Reported
|
||||||||||
|
|
2013
|
|
2012
|
||||||||
|
|
Phantom
Shares |
|
Weighted
average fair value at the grant date (€) |
|
Phantom
Shares |
|
Weighted
average fair value at the grant date (€) |
||||
Outstanding shares at the beginning of the year
|
|
1,508,785
|
|
|
2.68
|
|
|
4,944,476
|
|
|
1.83
|
|
Granted and Vested
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
Settled
|
|
(1,190,054
|
)
|
|
2.13
|
|
|
(3,435,691
|
)
|
|
1.43
|
|
Outstanding shares at the end of the year
|
|
318,731
|
|
|
4.53
|
|
|
1,508,785
|
|
|
2.68
|
|
|
As Previously Reported
|
||||||||||
|
December 31, 2013
|
||||||||||
|
LTIP RSUs
|
|
Weighted
average fair value at the grant date (€) |
|
LTIP PSUs
|
|
Weighted
average fair value at the grant date (€) |
||||
Outstanding shares unvested at the beginning of the year
|
1,805,123
|
|
|
5.78
|
|
|
8,419,684
|
|
|
5.78
|
|
Granted
|
1,628,822
|
|
|
6.89
|
|
|
587,091
|
|
|
7.15
|
|
Vested
|
(615,315
|
)
|
|
5.77
|
|
|
—
|
|
|
—
|
|
Forfeited
|
(120,423
|
)
|
|
6.20
|
|
|
(589,264
|
)
|
|
5.77
|
|
Outstanding shares unvested at the end of the year
|
2,698,207
|
|
|
6.13
|
|
|
8,417,511
|
|
|
5.64
|
|
|
As Previously Reported
|
||||||||||
|
December 31, 2012
|
||||||||||
|
LTIP RSUs
|
|
Weighted
average fair value at the grant date (€) |
|
LTIP PSUs
|
|
Weighted
average fair value at the grant date (€) |
||||
Outstanding shares unvested at the beginning of the year
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
Granted
|
1,835,833
|
|
|
5.73
|
|
|
8,450,275
|
|
|
5.73
|
|
Vested
|
(20,123
|
)
|
|
5.91
|
|
|
—
|
|
|
—
|
|
Forfeited
|
(10,587
|
)
|
|
5.91
|
|
|
(30,591
|
)
|
|
5.91
|
|
Outstanding shares unvested at the end of the year
|
1,805,123
|
|
|
5.78
|
|
|
8,419,684
|
|
|
5.78
|
|
|
Adjusted for Anti-Dilution
|
||||||||||||||||
|
2014
|
|
2013
|
|
2012
|
||||||||||||
|
LTIP RSUs
|
|
Weighted
average fair value at the grant date (€) |
|
LTIP RSUs
|
|
Weighted
average fair value at the grant date (€) |
|
LTIP RSUs
|
|
Weighted
average fair value at the grant date (€) |
||||||
Outstanding shares unvested at the beginning of the year
|
3,500,654
|
|
|
4.73
|
|
|
2,341,967
|
|
|
4.46
|
|
|
—
|
|
|
—
|
|
Granted
|
—
|
|
|
—
|
|
|
2,113,234
|
|
|
5.32
|
|
|
2,381,810
|
|
|
4.41
|
|
Vested
|
(1,407,574
|
)
|
|
4.81
|
|
|
(798,310
|
)
|
|
4.45
|
|
|
(26,108
|
)
|
|
4.56
|
|
Forfeited
|
(104,020
|
)
|
|
4.91
|
|
|
(156,237
|
)
|
|
4.78
|
|
|
(13,735
|
)
|
|
4.56
|
|
Outstanding shares unvested at the end of the year
|
1,989,060
|
|
|
5.41
|
|
|
3,500,654
|
|
|
4.73
|
|
|
2,341,967
|
|
|
4.46
|
|
|
Adjusted for Anti-Dilution
|
||||||||||||||||
|
2014
|
|
2013
|
|
2012
|
||||||||||||
|
LTIP PSUs
|
|
Weighted
average fair value at the grant date ( € ) |
|
LTIP PSUs
|
|
Weighted
average fair value at the grant date ( € ) |
|
LTIP PSUs
|
|
Weighted
average fair value at the grant date ( € ) |
||||||
Outstanding shares unvested at the beginning of the year
|
8,417,511
|
|
|
5.64
|
|
|
8,419,684
|
|
|
5.78
|
|
|
—
|
|
|
—
|
|
Granted
|
5,556,503
|
|
|
7.62
|
|
|
587,091
|
|
|
7.15
|
|
|
8,450,275
|
|
|
5.73
|
|
Vested
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
Forfeited
|
(8,653,474
|
)
|
|
5.89
|
|
|
(589,264
|
)
|
|
5.77
|
|
|
(30,591
|
)
|
|
5.91
|
|
Outstanding shares unvested at the end of the year
|
5,320,540
|
|
|
8.62
|
|
|
8,417,511
|
|
|
5.64
|
|
|
8,419,684
|
|
|
5.78
|
|
|
At December 31,
|
||||
|
2014
|
|
2013
|
||
|
(€ million)
|
||||
Present value of defined benefit obligations:
|
|
|
|
||
Pension benefits
|
27,287
|
|
|
23,137
|
|
Health care and life insurance plans
|
2,276
|
|
|
1,945
|
|
Other post-employment benefits
|
1,074
|
|
|
1,023
|
|
Total present value of defined benefit obligations (a)
|
30,637
|
|
|
26,105
|
|
|
|
|
|
||
Fair value of plan assets (b)
|
22,231
|
|
|
18,982
|
|
Asset ceiling (c)
|
6
|
|
|
3
|
|
Total net defined benefit plans (a - b + c)
|
8,412
|
|
|
7,126
|
|
|
|
|
|
||
of which:
|
|
|
|
||
Net defined benefit liability (d)
|
8,516
|
|
|
7,221
|
|
(Defined benefit plan asset)
|
(104
|
)
|
|
(95
|
)
|
|
|
|
|
||
Other provisions for employees and liabilities for share-based payments (e)
|
1,076
|
|
|
1,105
|
|
Total Provisions for employee benefits (d + e)
|
9,592
|
|
|
8,326
|
|
|
2014
|
|
2013
|
||||||||||||||||||||
|
Obligation
|
|
Fair value of plan assets
|
|
Asset ceiling
|
|
Liability
(asset) |
|
Obligation
|
|
Fair value of plan assets
|
|
Asset ceiling
|
|
Liability
(asset) |
||||||||
|
(€ million)
|
||||||||||||||||||||||
Amounts at January 1,
|
23,137
|
|
|
(18,982
|
)
|
|
3
|
|
|
4,158
|
|
|
26,974
|
|
|
(20,049
|
)
|
|
—
|
|
|
6,925
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Included in the Consolidated income statement
|
1,290
|
|
|
(816
|
)
|
|
—
|
|
|
474
|
|
|
1,142
|
|
|
(712
|
)
|
|
—
|
|
|
430
|
|
Included in Other comprehensive income/loss
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Actuarial losses/(gains) from:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
- Demographic assumptions
|
(256
|
)
|
|
—
|
|
|
—
|
|
|
(256
|
)
|
|
(35
|
)
|
|
—
|
|
|
—
|
|
|
(35
|
)
|
- Financial assumptions
|
1,916
|
|
|
(8
|
)
|
|
—
|
|
|
1,908
|
|
|
(1,943
|
)
|
|
(1
|
)
|
|
—
|
|
|
(1,944
|
)
|
- Other
|
2
|
|
|
—
|
|
|
—
|
|
|
2
|
|
|
(2
|
)
|
|
2
|
|
|
—
|
|
|
—
|
|
Return on assets
|
—
|
|
|
(1,514
|
)
|
|
—
|
|
|
(1,514
|
)
|
|
—
|
|
|
(518
|
)
|
|
—
|
|
|
(518
|
)
|
Changes in the effect of limiting net assets
|
—
|
|
|
—
|
|
|
3
|
|
|
3
|
|
|
—
|
|
|
—
|
|
|
3
|
|
|
3
|
|
Changes in exchange rates
|
2,802
|
|
|
(2,273
|
)
|
|
—
|
|
|
529
|
|
|
(1,352
|
)
|
|
1,107
|
|
|
—
|
|
|
(245
|
)
|
Other
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Employer contributions
|
—
|
|
|
(229
|
)
|
|
—
|
|
|
(229
|
)
|
|
—
|
|
|
(458
|
)
|
|
—
|
|
|
(458
|
)
|
Plan participant contributions
|
2
|
|
|
(2
|
)
|
|
—
|
|
|
—
|
|
|
9
|
|
|
(9
|
)
|
|
—
|
|
|
—
|
|
Benefits paid
|
(1,611
|
)
|
|
1,606
|
|
|
—
|
|
|
(5
|
)
|
|
(1,673
|
)
|
|
1,667
|
|
|
—
|
|
|
(6
|
)
|
Other changes
|
5
|
|
|
(13
|
)
|
|
—
|
|
|
(8
|
)
|
|
17
|
|
|
(11
|
)
|
|
—
|
|
|
6
|
|
Amounts at December 31,
|
27,287
|
|
|
(22,231
|
)
|
|
6
|
|
|
5,062
|
|
|
23,137
|
|
|
(18,982
|
)
|
|
3
|
|
|
4,158
|
|
|
For the years ended December 31,
|
|||||||
|
2014
|
|
2013
|
|
2012
|
|||
|
(€ million)
|
|||||||
Current service cost
|
184
|
|
|
292
|
|
|
271
|
|
Interest expense
|
1,089
|
|
|
1,026
|
|
|
1,199
|
|
(Interest income)
|
(878
|
)
|
|
(768
|
)
|
|
(942
|
)
|
Other administration costs
|
62
|
|
|
42
|
|
|
44
|
|
Past service costs/(credits) and gains or losses arising from settlements
|
17
|
|
|
(162
|
)
|
|
10
|
|
Total recognized in the Consolidated income statement
|
474
|
|
|
430
|
|
|
582
|
|
|
At December 31, 2014
|
|
At December 31, 2013
|
||||||||
|
Amount
|
|
of which have a
quoted market price in an active market |
|
Amount
|
|
of which have a
quoted market price in an active market |
||||
|
(€ million)
|
||||||||||
Cash and cash equivalents
|
713
|
|
|
614
|
|
|
532
|
|
|
401
|
|
U.S. equity securities
|
2,406
|
|
|
2,338
|
|
|
2,047
|
|
|
2,033
|
|
Non-U.S. equity securities
|
1,495
|
|
|
1,463
|
|
|
1,540
|
|
|
1,531
|
|
Commingled funds
|
2,009
|
|
|
186
|
|
|
1,518
|
|
|
195
|
|
Equity instruments
|
5,910
|
|
|
3,987
|
|
|
5,105
|
|
|
3,759
|
|
Government securities
|
2,948
|
|
|
780
|
|
|
2,545
|
|
|
729
|
|
Corporate bonds (including Convertible and high yield bonds)
|
6,104
|
|
|
4
|
|
|
5,049
|
|
|
38
|
|
Other fixed income
|
892
|
|
|
7
|
|
|
635
|
|
|
—
|
|
Fixed income securities
|
9,944
|
|
|
791
|
|
|
8,229
|
|
|
767
|
|
Private equity funds
|
1,648
|
|
|
—
|
|
|
1,713
|
|
|
—
|
|
Commingled funds
|
5
|
|
|
5
|
|
|
—
|
|
|
—
|
|
Mutual funds
|
4
|
|
|
—
|
|
|
4
|
|
|
—
|
|
Real estate funds
|
1,395
|
|
|
—
|
|
|
1,222
|
|
|
—
|
|
Hedge funds
|
1,841
|
|
|
—
|
|
|
1,759
|
|
|
—
|
|
Investment funds
|
4,893
|
|
|
5
|
|
|
4,698
|
|
|
—
|
|
Insurance contracts and other
|
771
|
|
|
91
|
|
|
418
|
|
|
46
|
|
Total fair value of plan assets
|
22,231
|
|
|
5,488
|
|
|
18,982
|
|
|
4,973
|
|
|
At December31,
|
||||||||||
|
2014
|
|
2013
|
||||||||
|
U.S.
|
|
Canada
|
|
UK
|
|
U.S.
|
|
Canada
|
|
UK
|
|
(%)
|
||||||||||
Discount rate
|
4.0
|
|
3.8
|
|
4.0
|
|
4.7
|
|
4.6
|
|
4.5
|
Future salary increase rate
|
n/a
|
|
3.5
|
|
3.0
|
|
3.0
|
|
3.5
|
|
3.1
|
|
2014
|
|
2013
|
||
|
(€ million)
|
||||
Present value of obligations at January 1,
|
1,945
|
|
|
2,289
|
|
Included in the Consolidated income statement
|
126
|
|
|
112
|
|
Included in OCI:
|
|
|
|
||
Actuarial losses (gains) from:
|
|
|
|
||
- Demographic assumptions
|
(95
|
)
|
|
(21
|
)
|
- Financial assumptions
|
187
|
|
|
(207
|
)
|
- Other
|
—
|
|
|
11
|
|
Effect of movements in exchange rates
|
244
|
|
|
(112
|
)
|
Other changes
|
|
|
|
||
Benefits paid
|
(128
|
)
|
|
(126
|
)
|
Other
|
(3
|
)
|
|
(1
|
)
|
Present value of obligations at December 31,
|
2,276
|
|
|
1,945
|
|
|
For the years ended December 31,
|
|||||||
|
2014
|
|
2013
|
|
2012
|
|||
|
(€ million)
|
|||||||
Current service cost
|
21
|
|
|
23
|
|
|
22
|
|
Interest expense
|
98
|
|
|
89
|
|
|
103
|
|
Past service costs (credits) and gains or losses arising from settlements
|
7
|
|
|
—
|
|
|
(6
|
)
|
Total recognized in the Consolidated income statement
|
126
|
|
|
112
|
|
|
119
|
|
|
At December 31,
|
||||||
|
2014
|
|
2013
|
||||
|
U.S.
|
|
Canada
|
|
U.S.
|
|
Canada
|
|
(%)
|
||||||
Discount rate
|
4.1
|
|
3.9
|
|
4.9
|
|
4.7
|
Salary growth
|
—
|
|
—
|
|
n/a
|
|
2.7
|
Weighted average ultimate healthcare cost trend rate
|
5.0
|
|
3.6
|
|
5.0
|
|
3.6
|
|
2014
|
|
2013
|
||
|
(€ million)
|
||||
Present value of obligations at January 1,
|
1,023
|
|
|
997
|
|
Included in the Consolidated income statement:
|
31
|
|
|
24
|
|
Included in OCI:
|
|
|
|
||
Actuarial losses (gains) from:
|
|
|
|
||
Demographic assumptions
|
(2
|
)
|
|
(2
|
)
|
Financial assumptions
|
81
|
|
|
37
|
|
Other
|
14
|
|
|
23
|
|
Effect of movements in exchange rates
|
1
|
|
|
(4
|
)
|
Other:
|
|
|
|
||
Benefits paid
|
(77
|
)
|
|
(59
|
)
|
Change in the scope of consolidation
|
15
|
|
|
21
|
|
Other
|
(12
|
)
|
|
(14
|
)
|
Present value of obligations at December 31,
|
1,074
|
|
|
1,023
|
|
|
For the years ended December 31,
|
|||||||
|
2014
|
|
|
2013
|
|
|
2012
|
|
|
(€ million)
|
|||||||
Current service cost
|
20
|
|
|
9
|
|
|
8
|
|
Interest expense
|
11
|
|
|
15
|
|
|
25
|
|
Past service costs (credits) and gains or losses arising from settlements
|
—
|
|
|
—
|
|
|
(3
|
)
|
Total recognized in the Consolidated income statement
|
31
|
|
|
24
|
|
|
30
|
|
|
At
December 31, 2013 |
|
Additional
provisions |
|
Settlements
|
|
Unused
amounts |
|
Translation
differences |
|
Changes in
the scope of consolidation and other changes |
|
At
December 31, 2014 |
|||||||
|
(€ million)
|
|||||||||||||||||||
Warranty provision
|
3,656
|
|
|
2,909
|
|
|
(2,119
|
)
|
|
—
|
|
|
392
|
|
|
7
|
|
|
4,845
|
|
Sales incentives
|
2,993
|
|
|
9,292
|
|
|
(8,874
|
)
|
|
(20
|
)
|
|
318
|
|
|
(14
|
)
|
|
3,695
|
|
Legal proceedings and disputes
|
547
|
|
|
125
|
|
|
(85
|
)
|
|
(36
|
)
|
|
15
|
|
|
9
|
|
|
575
|
|
Commercial risks
|
371
|
|
|
171
|
|
|
(109
|
)
|
|
(40
|
)
|
|
6
|
|
|
(18
|
)
|
|
381
|
|
Restructuring provision
|
191
|
|
|
52
|
|
|
(97
|
)
|
|
(8
|
)
|
|
1
|
|
|
(8
|
)
|
|
131
|
|
Indemnities
|
62
|
|
|
2
|
|
|
(4
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
60
|
|
Environmental risks
|
29
|
|
|
2
|
|
|
(2
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
29
|
|
Investment provision
|
12
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(4
|
)
|
|
8
|
|
Other risks
|
1,240
|
|
|
299
|
|
|
(256
|
)
|
|
(173
|
)
|
|
41
|
|
|
(95
|
)
|
|
1,056
|
|
Total Other provisions
|
9,101
|
|
|
12,852
|
|
|
(11,546
|
)
|
|
(277
|
)
|
|
773
|
|
|
(123
|
)
|
|
10,780
|
|
|
For the years ended December 31,
|
|||||||
|
2014
|
|
2013
|
|
2012
|
|||
|
(€ million)
|
|||||||
Warranty costs
|
2,909
|
|
|
2,011
|
|
|
1,759
|
|
Recorded in the Consolidated income statement within:
|
|
|
|
|
|
|||
Cost of sales
|
2,909
|
|
|
1,896
|
|
|
1,759
|
|
Other unusual expenses
|
—
|
|
|
115
|
|
|
—
|
|
|
2,909
|
|
|
2,011
|
|
|
1,759
|
|
|
At December 31,
|
||||||||||||||||||||||
|
2014
|
|
2013
|
||||||||||||||||||||
|
Due
within one year |
|
Due
between one and five years |
|
Due
beyond five years |
|
Total
|
|
Due within
one year |
|
Due
between one and five years |
|
Due
beyond five years |
|
Total
|
||||||||
|
(€ million)
|
||||||||||||||||||||||
Bonds
|
2,292
|
|
|
10,367
|
|
|
4,989
|
|
|
17,648
|
|
|
2,572
|
|
|
8,317
|
|
|
3,577
|
|
|
14,466
|
|
Borrowings from banks
|
3,670
|
|
|
8,131
|
|
|
950
|
|
|
12,751
|
|
|
2,584
|
|
|
5,639
|
|
|
607
|
|
|
8,830
|
|
Payables represented by securities
|
559
|
|
|
544
|
|
|
270
|
|
|
1,373
|
|
|
554
|
|
|
1,374
|
|
|
2,604
|
|
|
4,532
|
|
Asset-backed financing
|
444
|
|
|
25
|
|
|
—
|
|
|
469
|
|
|
746
|
|
|
10
|
|
|
—
|
|
|
756
|
|
Other debt
|
745
|
|
|
424
|
|
|
314
|
|
|
1,483
|
|
|
1,019
|
|
|
353
|
|
|
327
|
|
|
1,699
|
|
Total Debt
|
7,710
|
|
|
19,491
|
|
|
6,523
|
|
|
33,724
|
|
|
7,475
|
|
|
15,693
|
|
|
7,115
|
|
|
30,283
|
|
|
Interest rate
|
|
Total at December 31, 2014
|
||||||||||||||
|
less than
5% |
|
from 5% to
7.5% |
|
from 7.5%
to 10% |
|
from 10%
to 12.5% |
|
more than 12.5%
|
|
|||||||
|
(€ million)
|
||||||||||||||||
Euro
|
6,805
|
|
|
7,500
|
|
|
1,003
|
|
|
87
|
|
|
—
|
|
|
15,395
|
|
U.S. Dollar
|
5,769
|
|
|
2,651
|
|
|
2,537
|
|
|
8
|
|
|
206
|
|
|
11,171
|
|
Brazilian Real
|
1,720
|
|
|
430
|
|
|
282
|
|
|
376
|
|
|
1,330
|
|
|
4,138
|
|
Swiss Franc
|
593
|
|
|
686
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1,279
|
|
Canadian Dollar
|
31
|
|
|
229
|
|
|
393
|
|
|
—
|
|
|
—
|
|
|
653
|
|
Mexican Peso
|
—
|
|
|
164
|
|
|
233
|
|
|
—
|
|
|
—
|
|
|
397
|
|
Chinese Renminbi
|
1
|
|
|
333
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
334
|
|
Other
|
197
|
|
|
20
|
|
|
37
|
|
|
24
|
|
|
79
|
|
|
357
|
|
Total Debt
|
15,116
|
|
|
12,013
|
|
|
4,485
|
|
|
495
|
|
|
1,615
|
|
|
33,724
|
|
|
Interest rate
|
|
Total at December 31, 2013
|
||||||||||||||
|
less than
5% |
|
from 5% to
7.5% |
|
from 7.5%
to 10% |
|
from 10%
to 12.5% |
|
more than 12.5%
|
|
|||||||
|
(€ million)
|
||||||||||||||||
Euro
|
5,382
|
|
|
7,412
|
|
|
2,253
|
|
|
90
|
|
|
—
|
|
|
15,137
|
|
U.S. Dollar
|
2,962
|
|
|
122
|
|
|
5,744
|
|
|
12
|
|
|
169
|
|
|
9,009
|
|
Brazilian Real
|
1,271
|
|
|
431
|
|
|
256
|
|
|
1,190
|
|
|
—
|
|
|
3,148
|
|
Swiss Franc
|
378
|
|
|
672
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1,050
|
|
Canadian Dollar
|
39
|
|
|
79
|
|
|
584
|
|
|
—
|
|
|
—
|
|
|
702
|
|
Mexican Peso
|
—
|
|
|
—
|
|
|
414
|
|
|
—
|
|
|
—
|
|
|
414
|
|
Chinese Renminbi
|
2
|
|
|
292
|
|
|
66
|
|
|
—
|
|
|
—
|
|
|
360
|
|
Other
|
291
|
|
|
17
|
|
|
51
|
|
|
10
|
|
|
94
|
|
|
463
|
|
Total Debt
|
10,325
|
|
|
9,025
|
|
|
9,368
|
|
|
1,302
|
|
|
263
|
|
|
30,283
|
|
(1)
|
Bond for which a listing on the Irish Stock Exchange was obtained.
|
(2)
|
Bond for which a listing on the SIX Swiss Exchange was obtained.
|
(3)
|
Includes 2019 Notes and 2021 Notes (defined below).
|
•
|
Issuance of 4.75 percent notes at par in March 2014, having a principal of €1 billion and due March 2021 by Fiat Chrysler Finance Europe S.A. The proceeds will be used for general corporate purposes. The notes have been admitted to listing on the Irish Stock Exchange.
|
•
|
Issuance of 4.75 percent notes at par in July 2014, having a principal of €850 million and due July 2022 by Fiat Chrysler Finance Europe S.A. The notes issuance was reopened in September 2014 for a further €500 million principal value, priced at 103.265 percent of par value, increasing the total principal amount to €1.35 billion.
|
•
|
Issuance of 3.125 percent notes at par in September 2014 having a principal of CHF250 million and due September 2019 by Fiat Chrysler Finance Europe S.A.
|
•
|
Repayment at maturity of bonds having a nominal value of €900 million and of €1,250 million originally issued by Fiat Chrysler Finance Europe S.A.
|
•
|
secured senior notes due 2019 - issuance of $1,500 million (€1,235 million at December 31, 2014) of 8.0 percent secured senior notes due June 15, 2019; and
|
•
|
secured senior notes due 2021 - issuance of $1,700 million (€1,400 million at December 31, 2014) of 8.25 percent secured senior notes due June 15, 2021.
|
•
|
secured Senior Notes due 2019 - U.S.$1,375 million (€1,133 million at December 31, 2014) aggregate principal amount of 8.0 percent secured senior notes (collectively with the May 2011 issuance of the secured senior notes due 2019, the “2019 Notes”), due June 15, 2019, at an issue price of 108.25 percent of the aggregate principal amount; and
|
•
|
secured Senior Notes due 2021 - U.S.$1,380 million (€1,137 million at December 31, 2014) aggregate principal amount of 8.25 percent secured senior notes (collectively with the May 2011 issuance of the secured senior notes due 2021, the “2021 Notes”), due June 15, 2021 at an issue price of 110.50 percent of the aggregate principal amount.
|
|
At December 31,
|
||||||||||||||||||||||||||||
|
2014
|
|
2013
|
||||||||||||||||||||||||||
|
Due
within one year |
|
Due
between one and three years |
|
Due
between three and five years |
|
Due
beyond five years |
|
Total
|
|
Due
within one year |
|
Due
between one and three years |
|
Due
between three and five years |
|
Due
beyond five years |
|
Total
|
||||||||||
|
(€ million)
|
||||||||||||||||||||||||||||
Minimum future lease
payments |
114
|
|
|
209
|
|
|
188
|
|
|
243
|
|
|
754
|
|
|
82
|
|
|
151
|
|
|
133
|
|
|
270
|
|
|
636
|
|
Interest expense
|
(33
|
)
|
|
(51
|
)
|
|
(31
|
)
|
|
(9
|
)
|
|
(124
|
)
|
|
(20
|
)
|
|
(31
|
)
|
|
(21
|
)
|
|
(13
|
)
|
|
(85
|
)
|
Present value of minimum
lease payments |
81
|
|
|
158
|
|
|
157
|
|
|
234
|
|
|
630
|
|
|
62
|
|
|
120
|
|
|
112
|
|
|
257
|
|
|
551
|
|
|
At December 31,
|
||||
|
2014
|
|
2013
|
||
|
(€ million)
|
||||
Advances on buy-back agreements
|
2,571
|
|
|
1,583
|
|
Indirect tax payables
|
1,495
|
|
|
1,304
|
|
Accrued expenses and deferred income
|
2,992
|
|
|
2,370
|
|
Payables to personnel
|
932
|
|
|
781
|
|
Social security payables
|
338
|
|
|
349
|
|
Amounts due to customers for contract work
|
252
|
|
|
209
|
|
Other
|
2,915
|
|
|
2,367
|
|
Total Other current liabilities
|
11,495
|
|
|
8,963
|
|
|
At December 31,
|
||||||||||||||||||||||
|
2014
|
|
2013
|
||||||||||||||||||||
|
Due within one year
|
|
Due
between one and five years |
|
Due
beyond five years |
|
Total
|
|
Due within
one year |
|
Due
between one and five years |
|
Due
beyond five years |
|
Total
|
||||||||
|
(€ million)
|
||||||||||||||||||||||
Total Other current liabilities (excluding Accrued expenses and deferred income)
|
7,248
|
|
|
1,230
|
|
|
25
|
|
|
8,503
|
|
|
5,731
|
|
|
840
|
|
|
22
|
|
|
6,593
|
|
•
|
Level 1 inputs are quoted prices (unadjusted) in active markets for identical assets and liabilities that the Group can access at the measurement date.
|
•
|
Level 2 inputs are inputs other than quoted prices included within Level 1 that are observable for the assets or liabilities, either directly or indirectly.
|
•
|
Level 3 inputs are unobservable inputs for the assets and liabilities.
|
|
|
|
At December 31, 2014
|
||||||||||
|
Note
|
|
Level 1
|
|
Level 2
|
|
Level 3
|
|
Total
|
||||
|
|
|
(€ million)
|
||||||||||
Assets at fair value available-for-sale:
|
|
|
|
|
|
|
|
|
|
||||
Investments at fair value with changes directly in Other comprehensive income/(loss)
|
(16)
|
|
110
|
|
|
14
|
|
|
—
|
|
|
124
|
|
Other non-current securities
|
(16)
|
|
45
|
|
|
—
|
|
|
22
|
|
|
67
|
|
Current securities available-for-sale
|
(19)
|
|
30
|
|
|
—
|
|
|
—
|
|
|
30
|
|
Financial assets at fair value held-for-trading:
|
|
|
|
|
|
|
|
|
|
||||
Current investments
|
|
|
36
|
|
|
—
|
|
|
—
|
|
|
36
|
|
Current securities held for trading
|
(19)
|
|
180
|
|
|
—
|
|
|
—
|
|
|
180
|
|
Other financial assets
|
(20)
|
|
38
|
|
|
473
|
|
|
4
|
|
|
515
|
|
Cash and cash equivalents
|
(21)
|
|
20,804
|
|
|
2,036
|
|
|
—
|
|
|
22,840
|
|
Total Assets
|
|
|
21,243
|
|
|
2,523
|
|
|
26
|
|
|
23,792
|
|
Other financial liabilities
|
(20)
|
|
—
|
|
|
740
|
|
|
8
|
|
|
748
|
|
Total Liabilities
|
|
|
—
|
|
|
740
|
|
|
8
|
|
|
748
|
|
•
|
the fair value of forward contracts and currency swaps is determined by taking the prevailing exchange rates and interest rates at the balance sheet date;
|
•
|
the fair value of interest rate swaps and forward rate agreements is determined by taking the prevailing interest rates at the balance sheet date and using the discounted expected cash flow method;
|
•
|
the fair value of combined interest rate and currency swaps is determined using the exchange and interest rates prevailing at the balance sheet date and the discounted expected cash flow method;
|
•
|
the fair value of swaps and options hedging commodity price risk is determined by using suitable valuation techniques and taking market parameters at the balance sheet date (in particular, underlying prices, interest rates and volatility rates).
|
|
Other non-
current securities |
|
Other financial
assets/(liabilities) |
||
|
(€ million)
|
||||
At December 31, 2013
|
12
|
|
|
2
|
|
Gains/(Losses) recognized in Consolidated income statement
|
—
|
|
|
16
|
|
Gains/(Losses) recognized in Other comprehensive income/loss
|
—
|
|
|
(8
|
)
|
Issues/Settlements
|
10
|
|
|
(14
|
)
|
At December 31, 2014
|
22
|
|
|
(4
|
)
|
|
|
|
At December 31,
|
||||||||||
|
|
|
2014
|
|
2013
|
||||||||
|
Note
|
|
Carrying
amount |
|
Fair
Value |
|
Carrying
amount |
|
Fair
Value |
||||
|
|
|
(€ million)
|
||||||||||
Dealer financing
|
|
|
2,313
|
|
|
2,312
|
|
|
2,286
|
|
|
2,290
|
|
Retail financing
|
|
|
1,039
|
|
|
1,032
|
|
|
970
|
|
|
957
|
|
Finance lease
|
|
|
349
|
|
|
351
|
|
|
297
|
|
|
296
|
|
Other receivables from financing activities
|
|
|
142
|
|
|
142
|
|
|
118
|
|
|
118
|
|
Receivables from financing activities
|
(18)
|
|
3,843
|
|
|
3,837
|
|
|
3,671
|
|
|
3,661
|
|
Asset backed financing
|
|
|
469
|
|
|
469
|
|
|
756
|
|
|
756
|
|
Bonds
|
|
|
17,648
|
|
|
18,794
|
|
|
14,466
|
|
|
15,464
|
|
Other debt
|
|
|
15,607
|
|
|
15,685
|
|
|
15,061
|
|
|
15,180
|
|
Debt
|
(27)
|
|
33,724
|
|
|
34,948
|
|
|
30,283
|
|
|
31,400
|
|
•
|
the sale of motor vehicles to the joint ventures Tofas and FCA Bank leasing and renting subsidiaries;
|
•
|
the sale of engines, other components and production systems and the purchase of commercial vehicles with the joint operation Sevel S.p.A. Amounts reflected in the tables below represents amounts for FCA's
50.0 percent
interest in
2012
and in
2013
when the interest in Sevel was accounted for as a joint operation;
|
•
|
the sale of engines, other components and production systems to companies of CNHI;
|
•
|
the provision of services and the sale of goods with the joint operation Fiat India Automobiles Limited. Amounts reflected in the tables below represents amounts for FCA's 50.0 percent interest from
2012
when the entity became a joint operation;
|
•
|
the provision of services and the sale of goods to the joint venture GAC Fiat Chrysler Automobiles Co. Ltd;
|
•
|
the provision of services (accounting, payroll, tax administration, information technology, purchasing and security) to the companies of CNHI;
|
•
|
the purchase of commercial vehicles from the joint venture Tofas;
|
•
|
the purchase of engines from the VM Motori group in
2012
and in the first half of
2013
;
|
•
|
the purchase of commercial vehicles under contract manufacturing agreement from CNHI.
|
|
For the years ended December 31,
|
||||||||||||||||||||||||||||||||||
|
2014
|
|
2013
|
|
2012
|
||||||||||||||||||||||||||||||
|
Net
Revenues |
|
Cost of
sales |
|
Selling,
general
and
adminis-
trative
costs
|
|
Financial
income/ (expenses) |
|
Net
Revenues |
|
Cost of
sales |
|
Selling,
general and adminis-
trative
costs |
|
Financial
income/ (expenses) |
|
Net
Revenues |
|
Cost of
sales |
|
Selling,
general and adminis-
trative
costs |
|
Financial
income/ (expenses) |
||||||||||||
|
(€ million)
|
||||||||||||||||||||||||||||||||||
Tofas
|
1,247
|
|
|
1,189
|
|
|
1
|
|
|
—
|
|
|
1,145
|
|
|
1,287
|
|
|
3
|
|
|
—
|
|
|
1,115
|
|
|
1,227
|
|
|
4
|
|
|
—
|
|
Sevel S.p.A.
|
274
|
|
|
—
|
|
|
4
|
|
|
—
|
|
|
237
|
|
|
—
|
|
|
3
|
|
|
—
|
|
|
235
|
|
|
—
|
|
|
—
|
|
|
—
|
|
FCA Bank
|
276
|
|
|
10
|
|
|
7
|
|
|
(29
|
)
|
|
223
|
|
|
62
|
|
|
10
|
|
|
(24
|
)
|
|
200
|
|
|
82
|
|
|
12
|
|
|
(28
|
)
|
GAC Fiat Automobiles Co Ltd
|
153
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
144
|
|
|
—
|
|
|
1
|
|
|
—
|
|
|
150
|
|
|
—
|
|
|
—
|
|
|
—
|
|
Fiat India Automobiles
Limited |
17
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
14
|
|
|
—
|
|
|
2
|
|
|
1
|
|
|
19
|
|
|
—
|
|
|
1
|
|
|
—
|
|
Société Européenne de
Véhicules Légers du Nord- Sevelnord Société Anonyme (*) |
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
24
|
|
|
218
|
|
|
—
|
|
|
—
|
|
VM Motori Group
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
121
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
215
|
|
|
—
|
|
|
—
|
|
Other
|
18
|
|
|
22
|
|
|
—
|
|
|
—
|
|
|
7
|
|
|
6
|
|
|
—
|
|
|
—
|
|
|
6
|
|
|
4
|
|
|
—
|
|
|
—
|
|
Total joint arrangements
|
1,985
|
|
|
1,221
|
|
|
12
|
|
|
(29
|
)
|
|
1,770
|
|
|
1,476
|
|
|
19
|
|
|
(23
|
)
|
|
1,749
|
|
|
1,746
|
|
|
17
|
|
|
(28
|
)
|
To-dis S.r.l.
|
46
|
|
|
2
|
|
|
—
|
|
|
—
|
|
|
48
|
|
|
4
|
|
|
—
|
|
|
—
|
|
|
48
|
|
|
2
|
|
|
—
|
|
|
—
|
|
Arab American Vehicles
Company S.A.E. |
28
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
15
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
24
|
|
|
—
|
|
|
—
|
|
|
—
|
|
Other
|
28
|
|
|
—
|
|
|
6
|
|
|
—
|
|
|
7
|
|
|
—
|
|
|
5
|
|
|
—
|
|
|
6
|
|
|
1
|
|
|
7
|
|
|
—
|
|
Total associates
|
102
|
|
|
2
|
|
|
6
|
|
|
—
|
|
|
70
|
|
|
4
|
|
|
5
|
|
|
—
|
|
|
78
|
|
|
3
|
|
|
7
|
|
|
—
|
|
CNHI
|
602
|
|
|
492
|
|
|
—
|
|
|
—
|
|
|
703
|
|
|
500
|
|
|
—
|
|
|
—
|
|
|
676
|
|
|
452
|
|
|
1
|
|
|
—
|
|
Directors, Statutory Auditors and Key Management
|
—
|
|
|
—
|
|
|
89
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
49
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
57
|
|
|
—
|
|
Other
|
—
|
|
|
4
|
|
|
20
|
|
|
—
|
|
|
—
|
|
|
24
|
|
|
13
|
|
|
—
|
|
|
1
|
|
|
36
|
|
|
7
|
|
|
—
|
|
Total CNHI, Directors and others
|
602
|
|
|
496
|
|
|
109
|
|
|
—
|
|
|
703
|
|
|
524
|
|
|
62
|
|
|
—
|
|
|
677
|
|
|
488
|
|
|
65
|
|
|
—
|
|
Total unconsolidated
subsidiaries |
52
|
|
|
7
|
|
|
21
|
|
|
(1
|
)
|
|
45
|
|
|
15
|
|
|
28
|
|
|
1
|
|
|
38
|
|
|
99
|
|
|
27
|
|
|
3
|
|
Total transactions with related parties
|
2,741
|
|
|
1,726
|
|
|
148
|
|
|
(30
|
)
|
|
2,588
|
|
|
2,019
|
|
|
114
|
|
|
(22
|
)
|
|
2,542
|
|
|
2,336
|
|
|
116
|
|
|
(25
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Total for the Group
|
96,090
|
|
|
83,146
|
|
|
7,084
|
|
|
(2,047
|
)
|
|
86,624
|
|
|
74,326
|
|
|
6,702
|
|
|
(1,987
|
)
|
|
83,765
|
|
|
71,473
|
|
|
6,775
|
|
|
(1,910
|
)
|
|
At December 31,
|
||||||||||||||||||||||
|
2014
|
|
2013
|
||||||||||||||||||||
|
Trade
receivables |
|
Trade
payables |
|
Other
current assets |
|
Other
current liabilities |
|
Trade
receivables |
|
Trade
payables |
|
Other
current assets |
|
Other
current liabilities |
||||||||
|
(€ million)
|
||||||||||||||||||||||
Tofas
|
48
|
|
|
160
|
|
|
—
|
|
|
1
|
|
|
50
|
|
|
232
|
|
|
—
|
|
|
—
|
|
FCA Bank
|
65
|
|
|
234
|
|
|
6
|
|
|
92
|
|
|
49
|
|
|
165
|
|
|
1
|
|
|
93
|
|
GAC Fiat Automobiles Co Ltd
|
48
|
|
|
20
|
|
|
—
|
|
|
1
|
|
|
35
|
|
|
3
|
|
|
—
|
|
|
5
|
|
Sevel S.p.A.
|
12
|
|
|
—
|
|
|
—
|
|
|
4
|
|
|
10
|
|
|
—
|
|
|
2
|
|
|
5
|
|
Fiat India Automobiles Limited
|
2
|
|
|
2
|
|
|
—
|
|
|
—
|
|
|
5
|
|
|
1
|
|
|
—
|
|
|
—
|
|
Other
|
9
|
|
|
2
|
|
|
—
|
|
|
—
|
|
|
5
|
|
|
1
|
|
|
1
|
|
|
—
|
|
Total joint arrangements
|
184
|
|
|
418
|
|
|
6
|
|
|
98
|
|
|
154
|
|
|
402
|
|
|
4
|
|
|
103
|
|
Arab American Vehicles Company S.A.E.
|
16
|
|
|
9
|
|
|
—
|
|
|
—
|
|
|
9
|
|
|
3
|
|
|
—
|
|
|
—
|
|
Other
|
22
|
|
|
4
|
|
|
—
|
|
|
23
|
|
|
13
|
|
|
3
|
|
|
—
|
|
|
25
|
|
Total associates
|
38
|
|
|
13
|
|
|
—
|
|
|
23
|
|
|
22
|
|
|
6
|
|
|
—
|
|
|
25
|
|
CNHI
|
49
|
|
|
24
|
|
|
23
|
|
|
8
|
|
|
48
|
|
|
51
|
|
|
24
|
|
|
13
|
|
Directors, Statutory Auditors and Key Management
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
17
|
|
Other
|
—
|
|
|
7
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
7
|
|
|
—
|
|
|
1
|
|
Total CNHI, Directors and others
|
49
|
|
|
31
|
|
|
23
|
|
|
8
|
|
|
48
|
|
|
58
|
|
|
24
|
|
|
31
|
|
Total unconsolidated subsidiaries
|
31
|
|
|
13
|
|
|
2
|
|
|
2
|
|
|
39
|
|
|
24
|
|
|
4
|
|
|
1
|
|
Total originating from related parties
|
302
|
|
|
475
|
|
|
31
|
|
|
131
|
|
|
263
|
|
|
490
|
|
|
32
|
|
|
160
|
|
Total for the Group
|
2,564
|
|
|
19,854
|
|
|
2,761
|
|
|
11,495
|
|
|
2,544
|
|
|
17,207
|
|
|
2,323
|
|
|
8,963
|
|
|
At December 31,
|
||||||||||||||||
|
2014
|
|
2013
|
||||||||||||||
|
Current
receivables from financing activities |
|
Asset-
backed financing |
|
Other debt
|
|
Current
receivables from financing activities |
|
Asset-
backed financing |
|
Other debt
|
||||||
|
(€ million)
|
||||||||||||||||
FCA Bank
|
73
|
|
|
100
|
|
|
4
|
|
|
54
|
|
|
85
|
|
|
270
|
|
Tofas
|
39
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
Sevel S.p.A.
|
5
|
|
|
—
|
|
|
13
|
|
|
14
|
|
|
—
|
|
|
10
|
|
Other
|
8
|
|
|
—
|
|
|
—
|
|
|
18
|
|
|
—
|
|
|
—
|
|
Total joint arrangements
|
125
|
|
|
100
|
|
|
17
|
|
|
86
|
|
|
85
|
|
|
280
|
|
Global Engine Alliance LLC
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
Other
|
7
|
|
|
—
|
|
|
—
|
|
|
7
|
|
|
—
|
|
|
—
|
|
Total associates
|
7
|
|
|
—
|
|
|
—
|
|
|
7
|
|
|
—
|
|
|
—
|
|
Total CNHI
|
6
|
|
|
—
|
|
|
—
|
|
|
18
|
|
|
—
|
|
|
53
|
|
Total unconsolidated subsidiaries
|
24
|
|
|
—
|
|
|
30
|
|
|
38
|
|
|
—
|
|
|
20
|
|
Total originating from related parties
|
162
|
|
|
100
|
|
|
47
|
|
|
149
|
|
|
85
|
|
|
353
|
|
Total for the Group
|
3,843
|
|
|
469
|
|
|
33,255
|
|
|
3,671
|
|
|
756
|
|
|
29,527
|
|
|
At December 31,
|
||||
|
2014
|
|
2013
|
||
|
(€ million)
|
||||
Joint ventures
|
11
|
|
|
6
|
|
Other related parties and CNHI
|
—
|
|
|
—
|
|
Unconsolidated subsidiaries
|
1
|
|
|
9
|
|
Total related parties guarantees
|
12
|
|
|
15
|
|
|
For the years ended December 31,
|
|||||||
|
2014
|
|
2013
|
|
2012
|
|||
|
(€ thousand)
|
|||||||
Directors (a)
|
14,305
|
|
|
18,912
|
|
|
22,780
|
|
Statutory auditors of Fiat
|
186
|
|
|
230
|
|
|
229
|
|
Total emoluments
|
14,491
|
|
|
19,142
|
|
|
23,009
|
|
•
|
an amount of approximately €9 million in
2014
(approximately
€15 million
in
2013
and approximately
€19 million
in
2012
) for short-term employee benefits;
|
•
|
an amount of €2 million in
2014
(
€3 million
in
2013
and
€5 million
in
2012
) as the FCA’s contribution to State and employer defined contribution pension funds;
|
•
|
an amount of approximately €0 million in
2014
(
€1 million
in
2013
and approximately
€0 million
in
2012
) for termination benefits.
|
•
|
net proceeds from the issuance of the Mandatory Convertible Securities of €2,245 million, and the net proceeds from the offering of the total 100 million common shares (65 million ordinary shares and 35 million of treasury shares) of €849 million;
|
•
|
proceeds from bond issuances for a total amount of €4,629 million which includes (a) €2,556 million of notes issued as part of the GMTN Program and (b) €2,073 million (for a total face value of U.S.$2,755 million) of Secured Senior Notes issued by FCA US to facilitate the repayment of the VEBA Trust Note (see Note 27);
|
•
|
proceeds from new medium-term borrowings for a total of €4,876 million, which include (a) the incremental term loan entered into by FCA US of U.S.$250 million (€181 million) under its existing tranche B term loan facility and (b) the new U.S.$1,750 million tranche B (€1.3 billion), issued under a new term loan credit facility entered into by FCA US as part of the refinancing transaction to facilitate repayment of the VEBA Trust Note, and new medium term borrowing in Brazil; and
|
•
|
a positive net contribution of €548 million from the net change in other financial payables and other financial assets/liabilities
|
•
|
the cash payment to the VEBA Trust for the acquisition of the remaining 41.5 percent ownership interest in FCA US held by the VEBA Trust equal to U.S.$3,650 million (€2,691 million) and U.S.$60 million (€45 million) of tax distribution by FCA US to cover the VEBA Trust’s tax obligation. The special distribution by FCA US and the cash payment by FCA NA for an aggregate amount of €2,691 million is classified as acquisition of non-controlling interest on the Consolidated statement of cash flows while the tax distribution (€45 million) is classified separately (see
Acquisition of the Remaining Ownership Interest in FCA US
section above),
|
•
|
payment of medium-term borrowings for a total of €5,838 million, mainly related to the prepayment of all amounts under the VEBA Trust Note amounting to approximately U.S.$5 billion (€3.6 billion), including accrued and unpaid interest, and repayment of medium term borrowings primarily in Brazil;
|
•
|
the repayment on maturity of notes issued under the GMTN Program, for a total principal amount of €2,150 million; and
|
•
|
the net cash disbursement of €417 million for the exercise of cash exit rights in connection with the Merger.
|
•
|
proceeds from bond issuances for a total amount of €2,866 million, relating to notes issued as part of the GMTN Program;
|
•
|
the repayment on maturity of notes issued under the GMTN Program in 2006, for a total principal amount of €1 billion; proceeds from new medium-term borrowings for a total of €3,188 million, which mainly include (a) medium term borrowings in Brazil, (b) €400 million loan granted by the European Investment Bank in order to fund the Group's investments and research and development costs in Europe and (c) €595 million (U.S.$790 million) related to the amendments and re-pricings in 2013 of the U.S.$3.0 billion tranche B term loan which matures May 24, 2017 and the Revolving Credit Facility.
|
•
|
repayment of medium-term borrowings on their maturity for a total of €2,258 million including the €595 million (U.S.$790 million) relating to the amendments and re-pricings of the Senior Credit Facilities; and
|
•
|
a positive net contribution of €677 million from the net change in other financial payables and other financial assets/liabilities.
|
|
At December 31, 2014
|
|||||||||||||
|
Due within
one year
|
|
Due between
one and three years |
|
Due between
three and five years |
|
Due
beyond five years |
|
Total
|
|||||
|
(€ million)
|
|||||||||||||
Future minimum lease payments under operating lease agreements
|
161
|
|
|
263
|
|
|
173
|
|
|
218
|
|
|
815
|
|
|
|
Car Mass-Market brands
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
2014
|
|
NAFTA
|
|
LATAM
|
|
APAC
|
|
EMEA
|
|
Ferrari
|
|
Maserati
|
|
Components
|
|
Other activities
|
|
Unallocated items & adjustments
|
|
FCA
|
||||||||||
|
|
(€ million)
|
||||||||||||||||||||||||||||
Revenues
|
|
52,452
|
|
|
8,629
|
|
|
6,259
|
|
|
18,020
|
|
|
2,762
|
|
|
2,767
|
|
|
8,619
|
|
|
831
|
|
|
(4,249
|
)
|
|
96,090
|
|
Revenues from transactions with other segments
|
|
(271
|
)
|
|
(100
|
)
|
|
(10
|
)
|
|
(589
|
)
|
|
(264
|
)
|
|
(7
|
)
|
|
(2,559
|
)
|
|
(449
|
)
|
|
4,249
|
|
|
—
|
|
Revenues from external customers
|
|
52,181
|
|
|
8,529
|
|
|
6,249
|
|
|
17,431
|
|
|
2,498
|
|
|
2,760
|
|
|
6,060
|
|
|
382
|
|
|
—
|
|
|
96,090
|
|
Profit/(loss) from investments
|
|
1
|
|
|
—
|
|
|
(50
|
)
|
|
167
|
|
|
—
|
|
|
—
|
|
|
7
|
|
|
6
|
|
|
0
|
|
|
131
|
|
Unusual income/(expenses)*
|
|
(504
|
)
|
|
(112
|
)
|
|
0
|
|
|
4
|
|
|
(15
|
)
|
|
0
|
|
|
(20
|
)
|
|
7
|
|
|
212
|
|
|
(428
|
)
|
EBIT
|
|
1,647
|
|
|
177
|
|
|
537
|
|
|
(109
|
)
|
|
389
|
|
|
275
|
|
|
260
|
|
|
(114
|
)
|
|
161
|
|
|
3,223
|
|
Net financial income/(expenses)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(2,047
|
)
|
|||||||||
Profit before taxes
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
1,176
|
|
|||||||||
Tax (income)/expenses
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
544
|
|
|||||||||
Profit
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
632
|
|
|
|
Car Mass-Market brands
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
2013
|
|
NAFTA
|
|
LATAM
|
|
APAC
|
|
EMEA
|
|
Ferrari
|
|
Maserati
|
|
Components
|
|
Other activities
|
|
Unallocated items & adjustments
|
|
FCA
|
||||||||||
|
|
(€ million)
|
||||||||||||||||||||||||||||
Revenues
|
|
45,777
|
|
|
9,973
|
|
|
4,668
|
|
|
17,335
|
|
|
2,335
|
|
|
1,659
|
|
|
8,080
|
|
|
929
|
|
|
(4,132
|
)
|
|
86,624
|
|
Revenues from transactions with other segments
|
|
(173
|
)
|
|
(100
|
)
|
|
(2
|
)
|
|
(641
|
)
|
|
(198
|
)
|
|
(20
|
)
|
|
(2,544
|
)
|
|
(454
|
)
|
|
4,132
|
|
|
—
|
|
Revenues from external customers
|
|
45,604
|
|
|
9,873
|
|
|
4,666
|
|
|
16,694
|
|
|
2,137
|
|
|
1,639
|
|
|
5,536
|
|
|
475
|
|
|
—
|
|
|
86,624
|
|
Profit/(loss) from investments
|
|
(1
|
)
|
|
|
|
(46
|
)
|
|
141
|
|
|
|
|
|
|
5
|
|
|
(13
|
)
|
|
(2
|
)
|
|
84
|
|
|||
Unusual income/(expenses)*
|
|
71
|
|
|
(127
|
)
|
|
(1
|
)
|
|
(195
|
)
|
|
|
|
(65
|
)
|
|
(60
|
)
|
|
(87
|
)
|
|
(55
|
)
|
|
(519
|
)
|
|
EBIT
|
|
2,290
|
|
|
492
|
|
|
335
|
|
|
(506
|
)
|
|
364
|
|
|
106
|
|
|
146
|
|
|
(167
|
)
|
|
(58
|
)
|
|
3,002
|
|
Net financial income/(expenses)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(1,987
|
)
|
|||||||||
Profit before taxes
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
1,015
|
|
|||||||||
Tax (income)/expenses
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(936
|
)
|
|||||||||
Profit
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
1,951
|
|
|
|
Car Mass-Market brands
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
2012
|
|
NAFTA
|
|
LATAM
|
|
APAC
|
|
EMEA
|
|
Ferrari
|
|
Maserati
|
|
Components
|
|
Other activities
|
|
Unallocated items & adjustments
|
|
FCA
|
||||||||||
(€ million)
|
||||||||||||||||||||||||||||||
Revenues
|
|
43,521
|
|
|
11,062
|
|
|
3,173
|
|
|
17,717
|
|
|
2,225
|
|
|
755
|
|
|
8,030
|
|
|
979
|
|
|
(3,697
|
)
|
|
83,765
|
|
Revenues from transactions with other segments
|
|
(27
|
)
|
|
(89
|
)
|
|
(2
|
)
|
|
(544
|
)
|
|
(82
|
)
|
|
(11
|
)
|
|
(2,489
|
)
|
|
(453
|
)
|
|
3,697
|
|
|
—
|
|
Revenues from external customers
|
|
43,494
|
|
|
10,973
|
|
|
3,171
|
|
|
17,173
|
|
|
2,143
|
|
|
744
|
|
|
5,541
|
|
|
526
|
|
|
—
|
|
|
83,765
|
|
Profit/(loss) from investments
|
|
—
|
|
|
|
|
(20
|
)
|
|
157
|
|
|
|
|
|
|
2
|
|
|
(52
|
)
|
|
—
|
|
|
87
|
|
|||
Unusual income/(expenses)*
|
|
48
|
|
|
(31
|
)
|
|
|
|
(194
|
)
|
|
|
|
|
|
(11
|
)
|
|
(12
|
)
|
|
(44
|
)
|
|
(244
|
)
|
|||
EBIT
|
|
2,491
|
|
|
1,025
|
|
|
274
|
|
|
(725
|
)
|
|
335
|
|
|
57
|
|
|
165
|
|
|
(149
|
)
|
|
(39
|
)
|
|
3,434
|
|
Net financial income/(expenses)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(1,910
|
)
|
|||||||||
Profit before taxes
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
1,524
|
|
|||||||||
Tax (income)/expenses
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
628
|
|
|||||||||
Profit
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
896
|
|
|
|
At December 31,
|
||||
|
|
2014
|
|
2013
|
||
|
|
(€ million)
|
||||
Non-current assets (excluding financial assets, deferred tax assets and post-employment benefits
assets) in: |
|
|
|
|
||
North America
|
|
30,539
|
|
|
26,689
|
|
Italy
|
|
11,538
|
|
|
10,710
|
|
Brazil
|
|
4,638
|
|
|
2,955
|
|
Poland
|
|
1,183
|
|
|
1,277
|
|
Serbia
|
|
882
|
|
|
1,007
|
|
Other countries
|
|
2,129
|
|
|
1,848
|
|
Total Non-current assets (excluding financial assets, deferred tax assets and post-employment
benefits assets) |
|
50,909
|
|
|
44,486
|
|
•
|
credit risk, arising both from its normal commercial relations with final customers and dealers, and its financing activities;
|
•
|
liquidity risk, with particular reference to the availability of funds and access to the credit market and to financial instruments in general;
|
•
|
financial market risk (principally relating to exchange rates, interest rates and commodity prices), since the Group operates at an international level in different currencies and uses financial instruments which generate interests. The Group is also exposed to the risk of changes in the price of certain commodities and of certain listed shares.
|
•
|
centralizing the management of receipts and payments, where it may be economical in the context of the local civil, currency and fiscal regulations of the countries in which the Group is present;
|
•
|
maintaining a conservative level of available liquidity;
|
•
|
diversifying the means by which funds are obtained and maintaining a continuous and active presence in the capital markets;
|
•
|
obtaining adequate credit lines;
|
•
|
monitoring future liquidity on the basis of business planning.
|
•
|
the foreign currency exchange rate risk on financial instruments denominated in foreign currency; and
|
•
|
the interest rate risk on fixed rate loans and borrowings.
|
•
|
the exchange rate at which forecasted transactions denominated in foreign currencies will be accounted for;
|
•
|
the interest paid on borrowings, both to match the fixed interest received on loans (customer financing activity), and to achieve a targeted mix of floating versus fixed rate funding structured loans; and
|
•
|
the price of certain commodities.
|
•
|
where a Group company incurs costs in a currency different from that of its revenues, any change in exchange rates can affect the operating results of that company. In
2014
, the total trade flows exposed to foreign currency exchange rate risk amounted to the equivalent of
15 percent
of the Group’s turnover.
|
•
|
the principal exchange rates to which the Group is exposed are the following:
|
▪
|
U.S. Dollar/CAD, primarily relating to FCA US's Canadian manufacturing operations;
|
▪
|
EUR/U.S. Dollar, relating to sales in U.S. Dollars made by Italian companies (in particular, companies belonging to the Ferrari and Maserati segments) and to sales and purchases in Euro made by FCA US;
|
▪
|
CNY, in relation to sales in China originating from FCA US and from Italian companies (in particular, companies belonging to the Ferrari and Maserati segments);
|
▪
|
GBP, AUD, MXN, CHF, ARS and VEF in relation to sales in the UK, Australian, Mexican, Swiss, Argentinean and Venezuelan markets;
|
▪
|
PLN and TRY, relating to manufacturing costs incurred in Poland and Turkey;
|
▪
|
JPY mainly in relation to purchase of parts from Japanese suppliers and sales of vehicles in Japan;
|
▪
|
U.S. Dollar/BRL, EUR/BRL, relating to Brazilian manufacturing operations and the related import and export flows.
|
a)
|
The undersigned registrant hereby undertakes:
|
|
1.
|
To file, during any period in which offers or sales are being made, a post-effective amendment to this registration statement:
|
|
(i)
|
To include any prospectus required by Section 10(a)(3) of the Securities Act;
|
|
(ii)
|
To reflect in the prospectus any facts or events arising after the effective date of the registration statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the registration statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than a 20 percent change in the maximum aggregate offering price set forth in the “Calculation of Registration Fee” table in the effective registration statement;
|
|
(iii)
|
To include any material information with respect to the plan of distribution not previously disclosed in the registration statement or any material change to such information in the registration statement.
|
|
2.
|
That, for the purpose of determining any liability under the Securities Act of 1933, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.
|
|
3.
|
To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering.
|
|
4.
|
To file a post-effective amendment to the registration statement to include any financial statements required by Item 8.A. of Form 20-F at the start of any delayed offering or throughout a continuous offering.
|
b)
|
Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers and controlling persons of the registrant pursuant to the foregoing provisions, or otherwise, the registrants have been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Securities Act of 1933 and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by any registrant of expenses incurred or paid by a director, officer or controlling person of any registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the registrants will, unless in the opinion of their counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification is against public policy as expressed in the Securities Act of 1933 and will be governed by the final adjudication of such issue.
|
c)
|
The undersigned registrant hereby undertakes: (i) to respond to requests for information that is incorporated by reference into the prospectus pursuant to Item 4, 10(b), 11, or 13 of this form, within one business day of receipt of such request, and to send the incorporated documents by first class mail or other equally prompt means; and (ii) to arrange or provide for a facility in the United States for the purpose of responding to such requests. The undertaking in subparagraph (i) above includes information contained in documents filed subsequent to the effective date of the registration statement through the date of responding to the request.
|
d)
|
The undersigned registrant hereby undertake to supply by means of a post-effective amendment all information concerning a transaction and the company being acquired involved therein, that was not the subject of and included in the registration statement when it became effective.
|
FIAT CHRYSLER AUTOMOBILES N.V.
|
|
By: /s/ Richard K. Palmer
|
Name: Richard K. Palmer
|
Title: Chief Financial Officer
|
Signature
|
Title
|
/s/ Sergio Marchionne
|
Chief Executive Officer and Director
|
Sergio Marchionne
|
|
/s/ Richard K. Palmer
|
Chief Financial Officer
|
Richard K. Palmer
|
|
/s/ Jon Nelson
|
Chief Accounting Officer
|
Jon Nelson
|
|
/s/ John Elkann
|
Chairman and Director
|
John Elkann
|
|
/s/ Andrea Agnelli
|
Director
|
Andrea Agnelli
|
|
/s/ Tiberto Brandolini d’Adda
|
Director
|
Tiberto Brandolini d’Adda
|
|
/s/ Glenn Earle
|
Director
|
Glenn Earle
|
|
/s/ Valerie A. Mars
|
Director
|
Valerie A. Mars
|
|
/s/ Ruth J. Simmons
|
Director
|
Ruth J. Simmons
|
|
/s/ Ronald L. Thompson
|
Director
|
Ronald L. Thompson
|
|
/s/ Patience Wheatcroft
|
Director
|
Patience Wheatcroft
|
|
/s/ Stephen M. Wolf
|
Director
|
Stephen M. Wolf
|
|
/s/ Ermenegildo Zegna
|
Director
|
Ermenegildo Zegna
|
|
/s/ Richard K. Palmer
|
Authorized Representative in the United States
|
Richard K. Palmer
|
|
|
|
CUSIP No. 31562Q AC1
|
|
|
ISIN No. US31562QAC15
|
No.
|
|
$
|
FIAT CHRYSLER AUTOMOBILES N.V.
|
||
|
||
By:
|
|
|
|
Name:
|
|
|
Title:
|
|
|
|
CUSIP No. 31562Q AF4
|
|
|
ISIN No. US31562QAF46
|
No.
|
|
$
|
FIAT CHRYSLER AUTOMOBILES N.V.
|
||
|
||
By:
|
|
|
|
Name:
|
|
|
Title:
|
|
postal address
|
|
P.O. Box 71170
1008 BD AMSTERDAM
|
office address
|
|
Fred. Roeskestraat 100
1076 ED AMSTERDAM
the Netherlands
+31 20 578 5785
|
internet
|
|
www.loyensloeff.com
|
To:
Fiat Chrysler Automobiles N.V.
25 St. James’s Street
London SW1A 1HA
United Kingdom
|
re
|
Dutch law legal opinion – Fiat Chrysler Automobiles N.V. – Issuance of the Exchange Notes
|
reference
|
18791213-v5
|
1
|
INTRODUCTION
|
2
|
DEFINITIONS
|
2.1
|
Capitalised terms used but not (otherwise) defined herein are used as defined in the Schedules to this opinion letter or comprise the documents listed under the capitalised headers of Schedule 1 (Opinion Documents).
|
2.2
|
In this opinion letter:
|
The public limited company Loyens & Loeff N.V. is established in Rotterdam and is registered with the Trade Register of the Chamber of Commerce and Industry under number 24370566. Solely Loyens & Loeff N.V. shall operate as contracting agent. All its services shall be governed by its General Terms and Conditions, including, inter alia, a limitation of liability and a nomination of competent jurisdiction. These General Terms and Conditions have been printed on the reverse side of this page and may also be consulted via www.loyensloeff.com. The conditions were deposited with the Registry of the Rotterdam District Court on 1 July 2009 under number 43/2009.
|
|
amsterdam • arnhem • brussels • luxembourg • rotterdam • aruba
curacao • dubai • geneva • hong kong • london • new york • paris • singapore • tokyo • zurich |
3
|
SCOPE OF INQUIRY
|
3.1
|
For the purpose of rendering this opinion letter, we have only examined and relied upon electronically transmitted copies of the Opinion Documents and electronically transmitted copies of the following documents:
|
(a)
|
an excerpt of the registration of the Company in the Trade Register dated 6 May 2015 (the
Excerpt
);
|
(b)
|
the deed of incorporation of the Company dated 1 April 2014
(the
Deed of Incorporation
);
|
(c)
|
the articles of association (
statuten
) of the Company included in the deed of amendment of the articles of association of the Company dated 11 October 2014, effective per 12 October 2014 (the
Articles
);
|
(d)
|
the regulations of the board of directors (
bestuursreglement
) of the Company dated 29 October 2014 (the
Board Regulations
);
|
(e)
|
a certified summary of the discussions, actions and resolutions taken at the meeting of the board of directors of the Company held on 28-29 October 2014 regarding, inter alia, the delegation of certain decisions to the Chief Executive Officer of the Company (the
Delegation Resolution
);
|
(f)
|
the resolution of the Chief Executive Officer of the Company dated 9 April 2015 (the
CEO Resolution
); and
|
(g)
|
the draft dated 19 May 2015 of the registration statement on Form F-4 to be filed by the Company with the SEC under the Securities Act (the
Registration Statement
).
|
3.2
|
We have undertaken only the following searches and inquiries (the
Checks
) at the date of this opinion letter:
|
(a)
|
an inquiry by telephone at the Trade Register, confirming that no changes were registered after the date of the Excerpt;
|
(b)
|
an inquiry by telephone at the bankruptcy clerk's office (
faillissementsgriffie
) of the court in Amsterdam, the Netherlands, confirming that the Company is not listed in the insolvency register;
|
(c)
|
an online inquiry on the relevant website (www.rechtspraak.nl) of the EU Registrations with the Central Insolvency Register (
Centraal Insolventie Register
) confirming that the Company is not listed on the EU Registrations with the Central Insolvency Register; and
|
(d)
|
an online inquiry on the relevant website (http://eur-lex.europa.eu/) of the Annex to Council regulation (EC) No 2580/2001, Annex I of Council regulation (EC) No 881/2002 and the Annex to Council Common Position 2001/931 relating to measures to combat terrorism, all as amended from time to time, confirming that the Company is not listed on such annexes.
|
3.3
|
We have not reviewed any documents incorporated by reference or referred to in the Opinion Documents (unless included as an Opinion Document) and therefore our opinions do not extend to such documents.
|
4
|
NATURE OF OPINION
|
4.1
|
We only express an opinion on matters of Dutch law and the law of the European Union, to the extent directly applicable in the Netherlands, in force on the date of this opinion letter, excluding unpublished case law. We do not express an opinion on tax law, competition law and financial assistance. The terms "the Netherlands" and "Dutch" in this opinion letter refer solely to the European part of the Kingdom of the Netherlands.
|
4.2
|
Our opinion is strictly limited to the matters stated herein. We do not express any opinion on matters of fact, on the commercial and other non-legal aspects of the transactions contemplated by the Opinion Documents and on any representations, warranties or other information included in the Opinion Documents and any other document examined in connection with this opinion letter, except as expressly stated in this opinion letter.
|
4.3
|
In this opinion letter Dutch legal concepts are sometimes expressed in English terms and not in their original Dutch terms. The concepts concerned may not be identical to the concepts described by the same English term as they exist under the laws of other jurisdictions. For the purpose of tax law a term may have a different meaning than for the purpose of other areas of Dutch law.
|
4.4
|
This opinion letter may only be relied upon under the express condition that any issue of interpretation or liability arising hereunder will be governed by Dutch law and be brought exclusively before the competent court in Rotterdam, the Netherlands.
|
4.5
|
This opinion letter is issued by Loyens & Loeff N.V. Individuals or legal entities that are involved in the services provided by or on behalf of Loyens & Loeff N.V. cannot be held liable
|
5
|
OPINIONS
|
5.1
|
Corporate status
|
5.2
|
No insolvency, dissolution, merger or demerger
|
5.3
|
Corporate power
|
5.4
|
Due authorisation
|
5.4.1
|
The execution and delivery by the Company of the Opinion Documents and the performance of its obligations thereunder have been duly authorised by all requisite corporate action on the part of the Company.
|
5.4.2
|
The offer and issue of the Exchange Notes has been duly authorised by all requisite corporate action on the part of the Company.
|
5.5
|
Due execution
|
5.5.1
|
The Indenture and the Initial Global Securities have been duly executed by the Company.
|
5.5.2
|
The Exchange Global Securities and the definitive Securities, when duly signed on behalf of the Company by the board of directors of the Company acting jointly, the Chief Executive Officer of the Company acting individually, or by a person duly authorised to sign pursuant to a valid power of attorney, will have been duly executed by the Company.
|
5.6
|
Choice of law
|
5.7
|
Enforceability
|
5.7.1
|
The contractual obligations contained in the Indenture and the Initial Global Securities constitute the binding obligations of the Company, enforceable against the Company in accordance with their terms.
|
5.7.2
|
The contractual obligations contained in the Exchange Global Securities and the definitive Securities, when duly executed, authenticated, effectuated and delivered in accordance with the Opinion Documents, constitute the binding obligations of the Company, enforceable against the Company in accordance with their terms.
|
5.8
|
Enforcement of court decision
|
6
|
ADDRESSEES
|
6.1
|
This opinion letter is addressed to you and may only be relied upon by you in relation to and as an exhibit to the Registration Statement and may not be disclosed without our prior written consent other than as an exhibit to the Registration Statement. This opinion letter is not to be used or relied upon by you for any purpose other than in connection with the filing of the Registration Statement.
|
6.2
|
We hereby consent to the filing of this opinion letter as an exhibit to the Registration Statement and to the references to Loyens & Loeff N.V. under the heading “Legal Matters” in the Registration Statement. In giving the consent set out in the previous sentence, we do not thereby admit or imply that we are in the category of persons whose consent is required under Section 7 of the Securities Act or any rules and regulations of the SEC promulgated thereunder.
|
Yours faithfully,
|
|
/s/ Loyens & Loeff N.V.
|
|
_____________________________
|
_____________________________
|
1
|
The draft global security relating to the 4.500% Exchange Notes due 2020.
|
2
|
The draft global security relating to the 5.250% Exchange Notes due 2023.
|
3
|
The New York law indenture relating to the issuance of the Exchange Notes dated 14 April 2015 between the Company and The Bank of New York Mellon as Trustee (the
Indenture
).
|
4
|
The executed global security relating to the Rule 144A Notes due 2020 No. A-01 dated 14 April 2015.
|
5
|
The executed global security relating to the Rule 144A Notes due 2020 No. A-02 dated 14 April 2015.
|
6
|
The executed global security relating to the Rule 144A Notes due 2020 No. A-03 dated 14 April 2015.
|
7
|
The executed global security relating to the Regulation S Notes No. S-01 due 2020 dated 14 April 2015.
|
8
|
The executed global security relating to the Rule 144A Notes due 2023 No. A-01 dated 14 April 2015.
|
9
|
The executed global security relating to the Rule 144A Notes due 2023 No. A-02 dated 14 April 2015.
|
10
|
The executed global security relating to the Rule 144A Notes due 2023 No. A-03 dated 14 April 2015.
|
11
|
The executed global security relating to the Regulation S Notes No. S-01 due 2023 dated 14 April 2015.
|
1
|
Documents
|
1.1
|
All signatures are genuine, all original documents are authentic and all copies are complete and conform to the originals.
|
1.2
|
The information recorded in the Excerpt is true, accurate and complete on the Relevant Date and will be true, accurate and complete on each Execution Date (although not constituting conclusive evidence thereof, this assumption is supported by the Checks).
|
1.3
|
The Exchange Global Securities will be validly executed in the form of the drafts referred to in paragraphs 1 and 2 of Schedule 1 (Opinion Documents).
|
1.4
|
The definitive Securities will be executed in the form of the draft referred to in the Indenture and filed as an exhibit to the Registration Statement.
|
1.5
|
The Registration Statement has been or will be filed with the SEC and declared and remain effective pursuant to the Securities Act.
|
1.6
|
Each of the Exchange Global Securities and the Initial Global Securities qualifies as an agreement (
overeenkomst
) within the meaning of section 3 of the EC Regulation of 17 June 2008 on the law applicable to contractual obligations.
|
2
|
Incorporation, existence and corporate power
|
2.3
|
The Company has not been listed on the list referred to in article 2 (3) of Council Regulation (EC) No 2580/2001 of 27 December 2001, listed in Annex I to Council Regulation (EC) No 881/2002 of 27 May 2002 or listed and marked with an asterisk in the Annex to Council Common Position 2001/931 of 27 December 2001 relating to measures to combat terrorism, as amended from time to time, on the Relevant Date and on each Execution Date (although not constituting conclusive evidence thereof, this assumption, with respect to the information recorded on the date hereof, is supported by the contents of the Checks).
|
2.4
|
The Company has its centre of main interest (as described in the Insolvency Regulation) in the Netherlands and does not have an establishment (as described in the Insolvency Regulation) which has been subjected to any insolvency proceeding or winding up proceeding outside the Netherlands.
|
2.5
|
The Company will be validly existing under the law of the Netherlands on each Execution Date.
|
2.6
|
The Board Regulations are the regulations of the board of directors of the Company in force on the Relevant Date and on each Execution Date.
|
2.7
|
The Articles are the articles of association (
statuten
) of the Company in force on the Relevant Date and on each Execution Date.
|
3
|
Corporate authorisations
|
3.4
|
The Resolutions (a) correctly reflect the resolutions made by the relevant corporate body of the Company in respect of the transactions contemplated by the Opinion Documents and the Exchange Notes, (b) have been made with due observance of the Articles and any applicable by-laws and (c) remain in full force and effect.
|
3.5
|
No member of the board of directors of the Company has a direct or indirect personal interest which conflicts with the interest of the Company or its business in respect of the entering into the Opinion Documents (although not constituting conclusive evidence thereof, this assumption is supported by the contents of the Resolutions).
|
3.6
|
The Company has not established, has not been requested to establish, nor is in the process of establishing any works council (
ondernemingsraad
) and there is no works council, which has jurisdiction over the transactions contemplated by the Opinion Documents and the Exchange Notes at or prior to the Relevant Date or the relevant Execution Date.
|
4
|
Other parties
|
4.6
|
Each party to the Opinion Documents, other than the Company, is validly existing under the laws by which it is purported to be governed.
|
4.7
|
Each party to the Opinion Documents, other than the Company, has all requisite power or capacity (corporate and otherwise) to execute and to perform its obligations under the Opinion Documents and the Opinion Documents have been duly authorised, executed and delivered by or on behalf of the parties thereto other than the Company.
|
5
|
Validity
|
5.9
|
Under any applicable laws (other than Dutch law):
|
(a)
|
the Opinion Documents and the Exchange Notes constitute, the legal, valid and binding obligations of the parties thereto, and are enforceable against those parties in accordance with their terms; and
|
(b)
|
the choice of law and submission to jurisdiction made in the Opinion Documents and in the terms and conditions of the Exchange Notes is valid and binding.
|
5.10
|
The terms and conditions of the Exchange Notes will not be affected by any rule of law which applies or may be applied to obligations arising under bills of exchange, cheques, promissory notes and other negotiable instruments.
|
1
|
Insolvency
|
2
|
Enforceability
|
2.8
|
The applicable law of an agreement governs the legality, validity and enforceability of an agreement. Subject to the legality, validity and enforceability under the applicable law, as a result of the due execution of an agreement by a Dutch person, the obligations contained in such agreement become binding upon and enforceable against such Dutch person.
|
2.9
|
A Dutch legal entity may invoke the nullity of a transaction if the transaction does not fall within the objects of such legal entity and the other parties to the transaction knew, or without independent investigation, should have known, that such objects were exceeded. In determining whether a transaction falls within the objects of a legal entity all relevant circumstances should be taken into account, including the wording of the objects clause of the articles of association and the level of (direct or indirect) benefit derived by the legal entity.
|
3
|
Corporate authorisations
|
4
|
Powers of attorney
|
4.8
|
Under Dutch law, each power of attorney or mandate included in the Opinion Documents, whether or not irrevocable, will terminate by force of law without notice, upon bankruptcy (
faillissement
), and will cease to be effective in case of a suspension of payments (
surseance van betaling
) of the Company or in the event of the Company being subjected to emergency regulations (
noodregeling
).
|
4.9
|
Under Dutch law, a power of attorney can be made irrevocable, provided that the scope of the power of attorney concerns legal acts which are in the interest of the attorney or a third party. A power of attorney does not affect the authority of the principal to perform actions within the scope of such power of attorney itself.
|
5
|
Accuracy of information
|
5.11
|
The information obtained from a bankruptcy clerk's office (
faillissementsgriffie
) and the online international bankruptcy clerk's office of the court of The Hague (
internationale faillissementsgriffie
) does not provide conclusive evidence that the Company has not been granted a suspension of payments, declared bankrupt or subjected to any other insolvency proceedings listed in Annex A or winding up proceedings listed in Annex B of the Insolvency Regulation. Under the Dutch Bankruptcy Act (
Faillissementswet
) the declaration of a bankruptcy is effected by a court order, with effect from and including the day on which the bankruptcy order is issued. The clerk of the bankruptcy court is under an obligation to keep a public register in which, among others, extracts from the court orders by which a bankruptcy order is declared are registered. We have made enquiries with the clerk of the bankruptcy court whether the Company is registered as being declared bankrupt in the register kept by
|
5.12
|
Any dissolution (
ontbinding
), merger (
fusie
), demerger (
splitsing
) or conversion (
omzetting
) involving the Company must be notified to the trade register of the Chamber of Commerce in the Netherlands. However, it cannot be assured that such notification has actually been made and therefore the Excerpt does not constitute conclusive evidence that the Company is not dissolved (
ontbonden
), merged (
gefuseerd
), demerged (
gesplitst
) or converted (
omgezet
) as a notification to the trade register is not a condition for a dissolution (
ontbinding
), merger (
fusie
), demerger (
splitsing
) or conversion (
omzetting
) to be effective.
|
6
|
Dutch court proceedings
|
6.3
|
Pursuant to the EC Regulation of 17 June 2008 on the law applicable to contractual obligations (
Rome I
) and subject to the limitations of Rome I, a Dutch court may apply provisions of law other than the law chosen by the parties.
|
6.4
|
Notwithstanding any provision to the contrary, a Dutch competent court may assume jurisdiction in summary proceedings (
kort geding
) if provisional measures are required in view of the interest of the parties.
|
6.5
|
Enforcement by a Dutch court will in any event be subject to the extent to which the relevant obligations are enforceable under their governing law (if other than Dutch law), the power or obligation of a Dutch court to stay proceedings or decline jurisdiction if prior concurrent proceedings have been brought elsewhere, the rules of civil procedure as applied by a Dutch court and the nature of remedies available under Dutch law (specific performance may not always be available).
|
6.6
|
Any provision in an agreement permitting concurrent proceedings to be brought in different jurisdictions may not be enforceable.
|
6.7
|
It is uncertain under Dutch law whether upon the enforcement of a money judgment expressed in a non-Dutch currency against assets situated in the Netherlands by way of an enforcement sale (
executoriale verkoop
), proceeds can be obtained in such non-Dutch currency.
|
6.8
|
If an action is instituted in the Netherlands for payment of a sum of money expressed in a non-Dutch currency, the claimant has the option to request a Dutch court to render judgment either in the lawful currency of the Netherlands or such non-Dutch currency. An enforceable judgment in a non-Dutch currency may be enforced in the Netherlands either in such non-Dutch currency or, if enforcement purposes would so require, in the lawful currency of the Netherlands. In either case, the applicable rate of exchange is the rate of exchange at which the claimant can purchase the sum payable in the non-Dutch currency without delay.
|
7
|
Regulatory
|
7.1
|
A person residing in the Netherlands may be designated by the Dutch Central Bank pursuant to the Act on financial foreign relations 1994 (
Wet financiële betrekkingen buitenland 1994
), and if so designated, it has to file reports with the Dutch Central Bank for the benefit of the composition of the balance of payments for the Netherlands by the Dutch Central Bank. Failure to observe these requirements does, however, not affect the enforceability of the obligations of such person.
|
7.2
|
If a facsimile or scan copy signature is used for the definitive Securities, each signatory should consent to such use of his or her signature and evidence of such consent may be required for the enforcement of the Exchange Notes in the Netherlands. If a definitive Security is executed by affixing thereto the facsimile or scan copy signature of a person who no longer holds office on the actual issue date of the relevant Exchange Note, it may be necessary for the enforcement of the Exchange Note in the Netherlands that the holder thereof presents both the Exchange Note and evidence of the agreement of the Company to also be bound in such circumstances and evidence of the consent of the signatory.
|
8
|
Trust
|
Fiat Chrysler Automobiles N.V.
|
||||||||||||||||||
STATEMENT OF RATIO OF EARNINGS TO FIXED CHARGES
|
||||||||||||||||||
|
|
Three months ended March 31,
2015
|
|
Year ended December 31,
2014
|
|
Year ended December 31,
2013
|
|
Year ended December 31,
2012
|
|
Year ended December 31,
2011
|
|
Year ended December 31,
2010
|
||||||
|
|
€ million
|
||||||||||||||||
Earnings:
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Income/(loss) before income taxes
|
|
186
|
|
|
1,176
|
|
|
1,015
|
|
|
1,524
|
|
|
1,932
|
|
|
706
|
|
Equity (income)/loss
|
|
(44
|
)
|
|
(117
|
)
|
|
(74
|
)
|
|
(74
|
)
|
|
(146
|
)
|
|
(120
|
)
|
Fixed charges
|
|
456
|
|
|
1,696
|
|
|
1,392
|
|
|
1,364
|
|
|
1,106
|
|
|
810
|
|
Amortization of capitalized interest
|
|
9
|
|
|
23
|
|
|
5
|
|
|
2
|
|
|
—
|
|
|
—
|
|
Distributions from Equity method investees
|
|
112
|
|
|
87
|
|
|
92
|
|
|
89
|
|
|
105
|
|
|
62
|
|
Capitalized interest
|
|
(84
|
)
|
|
(256
|
)
|
|
(230
|
)
|
|
(189
|
)
|
|
(63
|
)
|
|
(3
|
)
|
Earnings available for fixed charges
|
|
635
|
|
|
2,609
|
|
|
2,200
|
|
|
2,716
|
|
|
2,934
|
|
|
1,455
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Fixed charges:
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Interest expense
|
|
359
|
|
|
1,375
|
|
|
1,096
|
|
|
1,114
|
|
|
1,004
|
|
|
791
|
|
Capitalized interest
|
|
84
|
|
|
256
|
|
|
230
|
|
|
189
|
|
|
63
|
|
|
3
|
|
Estimated interest on operating leases
|
|
13
|
|
|
65
|
|
|
66
|
|
|
61
|
|
|
39
|
|
|
16
|
|
Total fixed charges
|
|
456
|
|
|
1,696
|
|
|
1,392
|
|
|
1,364
|
|
|
1,106
|
|
|
810
|
|
Ratio of earnings to fixed charges
|
|
1.39
|
|
|
1.54
|
|
|
1.58
|
|
|
1.99
|
|
|
2.65
|
|
|
1.80
|
|
Deficiency of earnings to cover fixed charges
|
|
N/A
|
|
|
N/A
|
|
|
N/A
|
|
|
N/A
|
|
|
N/A
|
|
|
N/A
|
|
New York
(Jurisdiction of incorporation if not a U.S. national bank) |
13-5160382
(I.R.S. employer identification no.) |
One Wall Street, New York, N.Y.
(Address of principal executive offices) |
10286
(Zip code) |
The Netherlands
(State or other jurisdiction of incorporation or organization) |
Not Applicable
(I.R.S. employer identification no.) |
25 St. James’s Street
London SW1A 1HA United Kingdom (Address of principal executive offices) |
(Zip code)
|
1.
|
General information. Furnish the following information as to the Trustee:
|
(a)
|
Name and address of each examining or supervising authority to which it is subject.
|
Name
|
Address
|
Superintendent of the Department of Financial Services of the State of New York
|
One State Street, New York, N.Y. 10004-1417, and Albany, N.Y. 12223
|
Federal Reserve Bank of New York
|
33 Liberty Street, New York, N.Y. 10045
|
Federal Deposit Insurance Corporation
|
Washington, D.C. 20429
|
New York Clearing House Association
|
New York, N.Y. 10005
|
(b)
|
Whether it is authorized to exercise corporate trust powers.
|
2.
|
Affiliations with Obligor.
|
16.
|
List of Exhibits.
|
1.
|
A copy of the Organization Certificate of The Bank of New York Mellon (formerly known as The Bank of New York, itself formerly Irving Trust Company) as now in effect, which contains the authority to commence business and a grant of powers to exercise corporate trust powers. (Exhibit 1 to Amendment No. 1 to Form T-1 filed with Registration Statement No. 33-6215, Exhibits 1a and 1b to Form T-1 filed with Registration Statement No. 33-21672, Exhibit 1 to Form T-1 filed with Registration Statement No. 33-29637, Exhibit 1 to Form T-1 filed with Registration Statement No. 333-121195 and Exhibit 1 to Form T-1 filed with Registration Statement No. 333-152735).
|
4.
|
A copy of the existing By-laws of the Trustee (Exhibit 4 to Form T-1 filed with Registration Statement No. 333-188382).
|
6.
|
The consent of the Trustee required by Section 321(b) of the Act (Exhibit 6 to Form T-1 filed with Registration Statement No. 333-188382).
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7.
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A copy of the latest report of condition of the Trustee published pursuant to law or to the requirements of its supervising or examining authority.
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THE BANK OF NEW YORK MELLON
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By:
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/s/ Laurence J. O'Brien
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Name: Laurence J. O'Brien
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Title: Vice President
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ASSETS
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Dollar amounts in thousands
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Cash and balances due from depository institutions:
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Noninterest-bearing balances and currency and coin
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6,317,000
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Interest-bearing balances
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105,168,000
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Securities:
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Held-to-maturity securities
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20,186,000
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Available-for-sale securities
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95,176,000
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Federal funds sold and securities purchased under agreements to resell:
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Federal funds sold in domestic offices
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70,000
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Securities purchased under agreements to
resell………………………………………
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10,534,000
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Loans and lease financing receivables:
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Loans and leases held for sale…………….
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21,000
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Loans and leases, net of unearned income……………
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35,904,000
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LESS: Allowance for loan and
lease losses………...
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168,000
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Loans and leases, net of unearned
income and allowance
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35,736,000
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Trading assets
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7,279,000
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Premises and fixed assets (including capitalized leases)
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1,043,000
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Other real estate owned
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3,000
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Investments in unconsolidated subsidiaries and associated companies
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556,000
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Direct and indirect investments in real estate ventures
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0
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Intangible assets:
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Goodwill
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6,405,000
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Other intangible assets
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1,152,000
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Other assets
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14,520,000
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Total assets
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304,166,000
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LIABILITIES
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Deposits:
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In domestic offices
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137,928,000
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Noninterest-bearing
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95,930,000
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Interest-bearing
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41,998,000
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In foreign offices, Edge and Agreement subsidiaries, and IBFs
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119,551,000
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Noninterest-bearing
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8,281,000
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Interest-bearing
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111,270,000
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Federal funds purchased and securities sold under agreements to repurchase:
|
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Federal funds purchased in domestic
offices…………………………………….
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2,155,000
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Securities sold under agreements to
repurchase
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3,490,000
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Trading liabilities
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6,798,000
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Other borrowed money:
(includes mortgage indebtedness and obligations under capitalized leases)…….
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5,925,000
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Not applicable
|
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Not applicable
|
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Subordinated notes and debentures
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765,000
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Other liabilities
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6,284,000
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Total liabilities
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282,896,000
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EQUITY CAPITAL
|
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Perpetual preferred stock and related
surplus…………………………………….
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0
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Common stock
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1,135,000
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Surplus (exclude all surplus related to preferred stock)
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10,061,000
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Retained earnings
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10,852,000
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Accumulated other comprehensive income………
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-1,128,000
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Other equity capital components…………………
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0
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Total bank equity capital
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20,920,000
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Noncontrolling (minority) interests in
consolidated subsidiaries ………………………
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350,000
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Total equity capital
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21,270,000
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Total liabilities and equity capital
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304,166,000
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Gerald L. Hassell
Catherine A. Rein
Michael J. Kowalski
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Directors
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By Facsimile Transmission
:
(For Eligible Institutions Only)
(732) 667-9409
Attn: Corporate Trust Operations Reorganization Unit
Confirm by Telephone:
(315) 414-3360
|
By Overnight Delivery or Mail
:
The Bank of New York Mellon Trust Company, N.A.
Corporate Trust Operations
Reorganization Unit
111 Sanders Creek Parkway
East Syracuse, New York 13057
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Name(s) and Address(es) of
Registered Holder(s) (Please fill in if blank) |
Series of
Initial Notes Being Tendered |
Certificate
Number(s)(1) |
Aggregate
Principal Amount of Initial Notes |
Principal Amount
of Initial Notes Tendered If Less Than All (2) |
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Total
:
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1.
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Need not be completed if Initial Notes are being tendered by book-entry.
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2.
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The minimum permitted tender is $200,000 in principal amount. All tenders must be in the amount of $200,000 or in integral multiples of $1,000 in excess thereof. Unless otherwise indicated, the entire principal amount of Initial Notes represented by a certificate or Book-Entry Confirmation delivered to the Exchange Agent will be deemed to have been tendered.
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¨
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CHECK HERE IF TENDERED INITIAL NOTES ARE BEING DELIVERED BY BOOK-ENTRY TRANSFER MADE TO THE ACCOUNT MAINTAINED BY THE EXCHANGE AGENT WITH DTC AND COMPLETE THE FOLLOWING:
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Name of Tendering
Institution: |
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DTC Account Number:
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Transaction Code Number:
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BY CREDITING THE INITIAL NOTES TO THE EXCHANGE AGENT’S ACCOUNT WITH ATOP AND BY COMPLYING WITH APPLICABLE ATOP PROCEDURES WITH RESPECT TO THE EXCHANGE OFFERS, THE HOLDER OF THE INITIAL NOTES ACKNOWLEDGES AND AGREES TO BE BOUND BY THE TERMS OF THE LETTER OF TRANSMITTAL AND CONFIRMS ON BEHALF OF ITSELF AND THE BENEFICIAL OWNERS OF SUCH INITIAL NOTES ALL PROVISIONS OF THE LETTER OF TRANSMITTAL APPLICABLE TO IT AND SUCH BENEFICIAL OWNERS AS FULLY AS IF SUCH BENEFICIAL OWNERS HAD COMPLETED THE INFORMATION REQUIRED HEREIN AND EXECUTED AND TRANSMITTED THIS LETTER OF TRANSMITTAL.
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¨
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CHECK HERE IF TENDERED INITIAL NOTES ARE BEING DELIVERED PURSUANT TO A NOTICE OF GUARANTEED DELIVERY PREVIOUSLY SENT TO THE EXCHANGE AGENT AND COMPLETE THE FOLLOWING:
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Name(s) of Registered Owner(s):
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Date of Execution of Notice of Guaranteed Delivery:
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Window Ticket Number (if available):
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Name of Eligible Institution which Guaranteed Delivery:
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¨
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CHECK HERE IF INITIAL NOTES ARE BEING DELIVERED BY BOOK-ENTRY TRANSFER AND NON-EXCHANGED OR UNTENDERED INITIAL NOTES ARE TO BE RETURNED BY CREDITING THE DTC ACCOUNT NUMBER(S) SET FORTH ABOVE.
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(Name of Eligible Institution Guaranteeing Signatures)
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Address (Including Zip Code)
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Telephone Number (Including Area Code) of Firm:
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(Authorized Signature)
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(Title)
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(Print Name)
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Date:
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For this type of account
:
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Give name and the SOCIAL SECURITY number of —
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1 An individual’s account
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The individual
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2 Two or more individuals (joint account)
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The actual owner of the account or, if combined funds, the first individual on the account (1)
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3 Custodian account of a minor (Uniform Gift to Minors Act)
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The minor (2)
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4 a. The usual revocable savings trust account (grantor is also trustee)
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The grantor-trustee (1)
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b. So-called trust account that is not a legal or valid trust under State law.
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The actual owner (1)
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5 Sole proprietorship or disregarded entity owned by an individual
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The owner (3)
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6 Grantor trust filing under Optional IRS Form 1099 Filing Method 1(
see
Treasury Regulation § 1.671-4(b)(2)(i)(B))
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The grantor*
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For this type of account
:
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Give the name and the EMPLOYER IDENTIFICATION number of —
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7 Sole proprietorship or disregarded entity not owned by an individual
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The owner
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8 A valid trust, estate or pension trust
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The legal entity (4)
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9 Corporation or LLC electing corporate status on Form 8832 of Form 2553
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The corporation
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10 Association, club, religious, charitable, or educational organization
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The organization
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11 Partnership or multi-member LLC
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The partnership
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12 A broker or registered nominee
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The broker or nominee
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13 Account with the Department of Agriculture in the name of a public entity (such as a state or local government, school district, or prison) that receives agricultural program payments
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The public entity
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14 Grantor trust filing under the IRS Form 1041 Filing Method or the Optional Form 1099 Filing Method 2 (
see
Treasury Regulation § 1.671-4(b)(2)(i)(B))
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The trust
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(1)
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List first and circle the name of the person whose number you furnish. If only one person on a joint account has a social security number, that person’s number must be furnished.
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(2)
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Circle the minor’s name and furnish the minor’s social security number.
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(3)
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You must show your individual name and you may also enter your business or “DBA” name on the “Business Name/Disregarded Entity Name” line. You may use either your social security number or employer identification number (if you have one), but the IRS encourages you to use your social security number.
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(4)
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List first and circle the name of the trust, estate or pension trust. (Do not furnish the identifying number of the personal representative or trustee unless the legal entity itself is not designated in the account title.)
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•
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An organization exempt from tax under section 501(a), or an individual retirement plan, or a custodian account under section 403(b)(7) if the account satisfies the requirements of section 401(f)(2).
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•
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The United States, or any agency or instrumentality thereof.
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•
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A State, the District of Columbia, a possession of the United States, or any of their political subdivisions or instrumentalities.
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•
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A foreign government or any of its political subdivisions, agencies or instrumentalities.
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•
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A corporation.
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•
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A financial institution.
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•
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A futures commission merchant registered with the Commodity Futures Trading Commission.
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•
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A dealer in securities or commodities registered in the United States, the District of Columbia or a possession of the United States.
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•
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A real estate investment trust.
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•
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A middleman known in the investment community as a nominee or custodian.
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•
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A common trust fund operated by a bank under section 584(a).
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•
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A trust exempt from tax under section 664 or described in section 4947.
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•
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An entity registered at all times during the taxable year under the Investment Company Act of 1940.
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•
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A foreign central bank of issue.
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1.
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Penalty for Failure to Furnish Taxpayer Identification Number.—If you fail to furnish your taxpayer identification number to a payer, you are subject to a penalty of $50 for each such failure unless your failure is due to reasonable cause and not to willful neglect.
|
2.
|
Civil Penalty for False Information With Respect to Withholding.—If you make a false statement with no reasonable basis that results in no imposition of backup withholding, you are subject to a penalty of $500.
|
3.
|
Criminal Penalty for Falsifying Information.—Falsifying certifications or affirmations may be subject to criminal penalties including fines and/or imprisonment.
|
4.
|
Misuse of Taxpayer Identification Numbers.—If the requester discloses or uses taxpayer identification numbers in violation of Federal Law, the requester may be subject to civil and criminal penalties.
|
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Name (as shown on your income tax return)
|
|||||
Business Name/Disregarded Entity Name, if different from above
|
|||||
Check appropriate box: Individual/Sole proprietor
Corporation Partnership Limited Liability Company. Enter the tax Classification (D =Disregarded entity, C =Corporation, P =Partnership). Other |
Exemptions:
Exempt payee code (if any)
Exemption from FATCA reporting code (if any)
|
||||
Address
|
|||||
City, State, and ZIP Code
|
|||||
SUBSTITUTE
|
PART 1
— Taxpayer Identification Number – Please provide your TIN in the
box at the right and certify by signing and dating below. If awaiting TIN, write “Applied For” and see the note below. |
|
|||
IRS FORM
W-9
|
|
Social Security Number
|
|||
Department of the
Treasury |
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OR
|
|||
|
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Employer Identification Number
|
|||
Internal Revenue
Service |
PART 2
— If you are exempt from backup withholding, please check the box at
¨
Exempt Payee
right. |
||||
Payor’s Request
for Taxpayer Identification Number (TIN) |
PART 3 — Certification — Under penalties of perjury, I certify that:
(1) The number shown on this form is my correct taxpayer identification number (or I am waiting for a number to be issued to me),
(2) I am not subject to backup withholding because: (a) I am exempt from backup withholding, or (b) I have not been notified by the Internal Revenue Service (IRS) that I am subject to backup withholding as a result of a failure to report all interest or dividends, or (c) the IRS has notified me that I am no longer subject to backup withholding,
(3) I am a U.S. citizen or other U.S. person (including a U.S. resident alien), and
(4) The FATCA code(s) entered on this form (if any) indicating that I am exempt from FATCA reporting is correct.
|
||||
|
Certification Instructions.
— You must cross out item 2 above if you have been notified by the IRS that you are currently subject to backup withholding because you have failed to report all interest and dividends on your tax return. However, if after being notified by the IRS that you were subject to backup withholding you received another notification from the IRS that you are no longer subject to backup withholding, do not cross out item 2.
|
||||
The Internal Revenue Service does not require your consent to any provision of this document other than the certifications required to avoid backup withholding.
|
|||||
SIGNATURE
|
__________________________ DATE
|
_________________
|
|||
NOTE: FAILURE TO COMPLETE AND RETURN THIS FORM MAY RESULT IN BACKUP WITHHOLDING OF 28% OF ANY PAYMENTS MADE TO YOU PURSUANT TO THE OFFER. PLEASE REVIEW THE ENCLOSED GUIDELINES FOR CERTIFICATION OF TAXPAYER IDENTIFICATION NUMBER ON SUBSTITUTE FORM W-9 FOR ADDITIONAL DETAILS.
YOU MUST COMPLETE THE FOLLOWING CERTIFICATE IF YOU CHECKED THE BOX IN PART 3 OF THE SUBSTITUTE FORM W-9. |
By Facsimile Transmission
:
(For Eligible Institutions Only)
(732) 667-9409
Attn: Corporate Trust Operations Reorganization Unit
Confirm by Telephone:
(315) 414-3360
|
By Overnight Delivery or Mail
:
The Bank of New York Mellon Trust Company, N.A.
Corporate Trust Operations
Reorganization Unit
111 Sanders Creek Parkway
East Syracuse, New York 13057
|