FCA(30.81% stake, 46.15% of the voting rights)(*)

 

 

(*) Following the cross-border merger of Fiat S.p.A. with and into its wholly-owned direct Dutch subsidiary Fiat Investments N.V., which, upon completion of the merger, was renamed Fiat Chrysler Automobiles N.V. (“FCA”), EXOR holds, at October 12, 2014 (date of the completion of the merger), a number of common shares of FCA equal to the number of ordinary shares previously held in Fiat S.p.A., as well as an equal number of Special Voting Shares of FCA.
The percentages take into account the exercise of stock options by those entitled. 

The key consolidated figures of FCA reported in the first nine months of 2014 are as follows:

  9 months
to September 30
QIII
€ million 2014  2013 (1) 2014  2013 (1)
Net revenues 69.006  62.681  23.553  20.693 
EBITDA 5.756  5.936  2.166  2.030 
EBIT 2.157  2.542  926  862 
Profit for the period 212  655  188  189 
Profit (loss) attributable to owners of the parent 160  44  174  (15) 
(1) Adjusted for the retrospective application of IFRS 11. For QIII 2013: Net revenues -€40 million, EBIT +€6 million, Profit before taxes +€2 million, Profit for the period unchanged. For the nine months ended September 30, 2013: Net revenues -€134 million, EBIT +€26 million, Profit before taxes +€7 million, Profit for the period unchanged.
€ million 9/30/2014  12/31/2013
(1)
Total assets 94,396  87,214 
Net debt (14,450)  (10,158) 
- of which: Net industrial debt (11,372)  (7,014) 
Equity attributable to owners of the parent 10,413  8,326 
(1) Adjusted for retrospective application of IFRS 11: Net industrial debt increased by €365 million.

Net revenues

Net revenues for the nine months ended September 30, 2014 were €69.0 billion, an increase of 10.1% (13.4% on a constant currency basis).

With reference to the regions, NAFTA net revenues were €37.1 billion, an increase of 14.3% (+17.6% on a constant currency basis). LATAM net revenues amounted to €6.3 billion, a decrease of 18.5% (10.5% on a constant currency) compared to 2013. APAC revenues totaled €4.6 billion, improving 38%. In EMEA, revenues were €13.0 billion, an increase of 0.8% over 2013. 

Luxury Brands saw revenues increase by 55% to €3.9 billion, driven by Maserati (+131%, to €2.0 billion). 

Components net revenues were €6.2 billion, an increase of 5.2% from the first nine months of 2013 (+9.0% on a constant currency basis).

  9 months
to September 30
Change
€ million 2014  2013 (1)%
NAFTA (mass-market brands) 37,124  32,474  14.3
LATAM (mass-market brands) 6,315  7,753  -18.5
APAC (mass-market brands) 4,597  3,332  38.0
EMEA (mass-market brands) 13,031  12,929  0.8
Luxury Brands (Ferrari. Maserati) 3,861  2,491  55.0
Components (Magneti Marelli, Teksid, Comau) 6,240  5,932  5.2
Other 602  685  -12.1
Eliminations and adjustments (2,764)  (2,915)  -
Net revenues 69,006  62,681  10.1
(1) Adjusted for the retrospective application of IFRS 11. Revenues: Group -€134 million, APAC +€42 million, EMEA -€61 million, Eliminations and Adjustments -€115 million.

EBIT

EBIT for the nine months ended September 30, 2014 was €2,157 million, a decrease of €385 million, or 15.1% (-11.3% on a constant currency basis), compared to the nine months ended September 30, 2013.
The decrease in EBIT was primarily attributable to the combined effect of a €639 million decrease in NAFTA EBIT and a €456 million decrease in LATAM EBIT, which were partially offset by a €172 million increase in Luxury Brands EBIT, a €151 million decrease in EMEA EBIT loss and a €126 million increase in APAC EBIT. 

EBIT by segment is detailed as follows:

  9 months
to September 30
     Change
€ million 2014   2013
(1)
 
NAFTA (mass-market brands) 1,030   1,669   (639)
LATAM (mass-market brands) 64   520   (456)
APAC (mass-market brands) 410   284   126
EMEA (mass-market brands) (141)   (292)   151
Luxury Brands (Ferrari, Maserati) 484   312   172
Components (Magneti Marelli. Teksid. Comau) 150   132   18
Other (40)   (101)   61
Eliminations and adjustments 200 (2) 18   182
EBIT 2,157   2,542   (385)
(1) Adjusted for the retrospective application of IFRS 11. EBIT: Group +€26 million, APAC +€14 million, EMEA +€12 million. (2) Includes the unusual non-cash and non-taxable gain of €223 million recognized in the first quarter of 2014 resulting from the fair value of the options representing approximately 10% of Chrysler equity interest which was a portion of the 41.5% stake that Fiat acquired from the VEBA Trust on January 21, 2014.

Profit for the period

Net financial expenses for the nine months ended September 30, 2014 were €1,510 million, an increase of €57 million compared to the nine months ended September 30, 2013.
Excluding the gain on the Fiat stock option-related equity swaps of €60 million recognized in the nine months ended September 30, 2014, net financial expenses were substantially unchanged as the benefits from the Chrysler refinancing transactions completed were offset by higher average debt levels.
Tax expenses amounted to €435 million, substantially unchanged from tax expenses of €434 million for the first nine months of 2013.

Net debt

In the nine months ended September 30, 2014, net debt increased by €4.3 billion from December 31, 2013 to €14.5 billion.
Net industrial debt at September 30, 2014 was €11.4 billion, an increase of €4.4 billion compared to €7.0 billion at December 31, 2013. The increase in net industrial debt was driven by payments for the acquisition of the approximately 41.5% interest in Chrysler from the VEBA Trust of €2.7 billion, investments in industrial activities of €5.3 billion and cash flows from industrial operating activities of €4.2 billion.

  At   
€ milion 9/30/2014   12/31/2013
(1)
Change
Cash maturities (principal) (31,903)   (28,899)   (3,004)
- Bank debt (12,518)   (8,932)   (3,586)
- Capital market instruments (2) (17,161)   (14,220)   (2,941)
- Other debt (3) (2,224)   (5,747)   3,523
Asset-backed financing (4) (377)   (756)   379
Accruals and other adjustments (582)   (601)   19
Gross debt (32,862)   (30,256)   (2,606)
Cash and marketable securities 18,608   19,702   (1,094)
Derivative assets/(liabilities)  (196)   396   (592)
(Net debt) (14,450)   (10,158)   (4,292)
Industrial Activities (11,372)   (7,014)   (4,358)
Financial Services (3,078)   (3,144)   66
(1) Adjusted for the retrospective application of IFRS 11: net debt +€365 million (fully attributable to Industrial Activities). (2) Includes bonds and other securities issued in financial markets. (3) Includes: HCT Notes (Canadian Health Care Trust Notes), arrangements accounted for as a lease under IFRIC 4 – Determining whether an arrangement contains a lease and other non-bank financing. (At year-end 2013, also included VEBA Trust Note). (4) Advances on sale of receivables and securitizations on book. 

Significant events in the third quarter of 2014 and subsequent events

On October 12, 2014 the merger of Fiat S.p.A. with and into Fiat Investments N.V., which was approved by the extraordinary meeting of the shareholders of Fiat S.p.A. on August 1, 2014, became effective. Upon completion of the merger, Fiat Investments N.V. was renamed Fiat Chrysler Automobiles N.V. (“FCA”) and became the holding company for the Group. In connection with the merger, FCA issued 1,167,181,255 common shares for allotment to Fiat shareholders on the basis of the merger exchange ratio of one FCA common share for each Fiat ordinary share. In addition FCA will own 35,000,000 common shares formerly constituting the share capital of Fiat Investments N.V. as treasury stock. FCA also issued 408,941,767 special voting shares to eligible Fiat shareholders who elected to participate in FCA’s loyalty voting program. The total number of common and special voting shares constituting the share capital of FCA is therefore 1,611,123,022 shares. The next day, October 13, 2014, FCA common shares commenced trading on the NYSE of New York and the MTA of Milan.

The members of the board of directors of FCA are the following: John Elkann, Sergio Marchionne, Andrea Agnelli, Tiberto Brandolini d'Adda, Glenn Earle, Valerie A. Mars, Ruth J. Simmons, Ronald L. Thompson, Patience Wheatcroft, Stephen M. Wolf and Ermenegildo Zegna.

On October 13, 2014 Luca Cordero di Montezemolo stepped down as Ferrari Chairman and the position was assumed by the Chief Executive Officer of FCA, Sergio Marchionne.

On October 29, 2014 the board of directors of FCA:

  • announced that in connection with FCA’s implementation of a capital plan appropriate to support the Group’s long-term success, it has authorized the separation of Ferrari from FCA. The separation will be effected through a public offering of FCA’s interest in Ferrari equal to 10% of Ferrari’s outstanding shares and a distribution of FCA’s remaining Ferrari shares to FCA shareholders.
  • authorized the offer and sale of FCA common shares and mandatory convertible securities. FCA will offer up to 100 million FCA common shares including 35 million common shares currently held in treasury by FCA and approximately 54 million common shares that will be issued by FCA to replenish the share capital canceled following the exercise by Fiat shareholders of Cash Exit Rights under Italian law in connection with the merger. Those Fiat shares were redeemed and cancelled in the merger as required by Italian law. In addition, $2.5 billion in aggregate principal amount of mandatory convertible securities are expected to be offered by FCA in an SEC-registered offering to U.S. and international institutional investors. The mandatory convertible securities will be mandatorily convertible into FCA common shares at maturity. The interest rate, conversion rates and other terms and conditions of the mandatory convertible securities will be determined at pricing of the offering. It is expected that investors participating in the offering, subject to completion of the spin-off of Ferrari mentioned above, will be entitled to participate in the spin-off and receive shares of Ferrari pursuant to customary provisions adjusting the conversion terms. The offerings are expected to be completed by the end of 2014. 
  • in connection with its discussions regarding capital planning to support the Group’s 2014-2018 Business Plan, confirmed FCA’s intention to eliminate any contractual terms limiting the free flow of capital among members of the Group. As a result, FCA expects to redeem each series of Chrysler Group’s outstanding Secured Senior Notes no later than at its initial optional redemption date of June 2015 for Chrysler Group’s 8% Senior Secured Notes due 2019 and June 2016 for Chrysler Group’s 8¼% Secured Senior Notes due 2021.

On November 4, 2014 FCA announced that the company’s Chief Executive Officer, Sergio Marchionne, has exercised his stock options pursuant to the equity incentive plan entitling him to purchase 6,250,000 common shares of FCA and 6,250,000 shares of CNH Industrial at the aggregate price of €13.37 for one FCA share and one CNH Industrial share. The plan expired on November 3, 2014 and any option not exercised by that date would have been forfeited. The shares so purchased have been sold on the regulated markets.
In addition the Chief Executive Officer has exercised his stock options pursuant to the equity incentive plan entitling him to purchase 10,670,000 FCA common shares and 10,670,000 CNH Industrial common shares at the aggregate price of €6.583 for one FCA share and one CNH Industrial share. Out of these shares 5,400,000 FCA shares and 4,957,357 CNH Industrial shares have been sold on the regulated markets, for the sole purpose of funding the strike price and meeting the relevant tax liabilities. For the same reason additional sales of CNH Industrial shares will take place in the following days.
As a result of these transactions the Chief Executive Officer increased his shareholding in FCA to 12,102,411 common shares. 

Commercial Register No.64236277 Legal notes | Credits