Stellantis

Stellantis

(14.35% stake, 12.55% of voting rights on issued capital)

 

 

 

 

 

The key consolidated data of Stellantis for the first half 2021 are presented below:

 1 Half
Change
€ million 2021 2020 amount %
Net revenues 72,610 19,614 52,996 n.a.
Pro-forma1 Net revenues 75,310 51,668 23,642 +46
Pro-forma1 Adjusted operating income2 8,622 752 7,870 +1047
Net profit (loss) 5,800 797 5,003 n.s.
Pro-forma1 Net profit (loss) 5,936 (813) 6,749 n.s.
(1) H1 2021 Pro-forma results are presented as if the merger had occurred on 1 January 2020 and include results of FCA for the period 1 January – 16 January 2021. H1 2020 represents results of the continuing operations of PSA only and are not directly comparable to previously reported results of PSA and reflect accounting policies and reporting classifications of Stellantis. H1 2020 Pro-forma results are presented as if the merger had occurred on 1 January 2020. (2) Adjusted operating income is a non-GAAP financial measure used to measure performance. Adjusted operating income/(loss) excludes from Net profit/(loss) from continuing operations adjustments comprising restructuring, impairments, asset write-offs, disposals of investments and unusual operating income/(expense) that are considered rare or discrete events and are infrequent in nature, as inclusion of such items is not considered to be indicative of the Stellantis's ongoing operating performance, and also excludes Net financial expenses/(income), Tax expense/(benefit) and Share of the profit of equity method investees. For the six months ended 30 June 2021, Pro-forma Adjusted operating income includes the Adjusted operating income of FCA for the period 1 January – 16 January 2021. For the six months ended 30 June 2020, Pro-forma Adjusted operating income includes the Adjusted operating income result of FCA for the period 1 January – 30 June 2020.

FCA - PSA merger

On 17 December 2019, FCA and PSA entered into a combination agreement providing for the combination of FCA and PSA through a cross-border merger, with FCA as the surviving legal entity in the merger. 

On 14 September 2020, FCA and PSA agreed to amend the combination agreement. According to the combination agreement amendment, the FCA extraordinary dividend, to be paid to former FCA shareholders was reduced to €2.9 billion, with PSA’s 46% stake in Faurecia planned to be distributed to all Stellantis shareholders promptly after closing following approval of the Stellantis board and shareholders.  

On 4 January 2021, PSA and FCA extraordinary general shareholder meetings approved the merger. Following the respective shareholder approvals and receipt of the final regulatory clearances, FCA and PSA completed the legal merger. 

On 17 January 2021, the combined company was renamed Stellantis, the board of directors was appointed and the Stellantis articles of association became effective. On this date, the Stellantis management and board of directors collectively obtained the power and the ability to control the assets, liabilities and operations of both FCA and PSA. As such, under IFRS 3 - Business Combinations (“IFRS 3”), 17 January 2021 is the acquisition date for the business combination. 

The merger was accounted for by Stellantis using the acquisition method of accounting in accordance with IFRS 3, which requires the identification of the acquirer and the acquiree for accounting purposes. Based on the assessment of the indicators under IFRS 3 and consideration of all pertinent facts and circumstances, management determined that PSA is the acquirer for accounting purposes and as such, the merger has been accounted for as a reverse acquisition. In identifying PSA as the acquiring entity, notwithstanding that the merger was effected through an issuance of FCA shares, the most significant indicators were (i) the composition of the combined group’s board, composed of eleven directors, six of whom were to be nominated by PSA, PSA shareholders or PSA employees, or were current PSA executives, (ii) the combined group’s first CEO, who is vested with the full authority to individually represent the combined group, and was the president of the PSA Managing Board prior to the merger, and (iii) the payment of a premium by pre-merger shareholders of PSA. 

On 29 January 2021, the approximately €2.9 billion extraordinary distribution was paid to holders of FCA common shares of record as of the close of business on Friday, 15 January 2021.

Pro-forma Net revenues and Pro-forma Adjusted operating income

Net revenues  Adjusted operating income 
I Half  I Half 
2021 2020 € million 2021 2020
32,447 22,841 North America 5,236 876
4,936 2,192 South America 326 (63)
32,040 22,683 Enlarged Europe 2,829 194
2,547 1,757 Middle East & Africa 247 43
1,883 1,200 China and India & Pacific 206 67
885 445 Maserati 29 (104)
572 550 Other activities, unallocated items and eliminations (251) (261)
75,310 51,668 Total 8,622 752

NORTH AMERICA 

The increase in Pro-forma Net revenues in the six months ended 30 June 2021 compared to the same period in 2020 was primarily due to increased volumes, favorable vehicle and market mix, as well as strong net pricing, partially offset by unfavorable foreign exchange translation effects. 

The increase in Pro-forma Adjusted operating income in the six months ended 30 June 2021 compared to the same period in 2020 was primarily due to higher net revenues, partially offset by increased costs as business normalized compared to COVID-19 interrupted six months ended 30 June 2020. 

SOUTH AMERICA 

The increase in Pro-forma Net revenues in the six months ended 30 June 2021 compared to the same period in 2020 was primarily due to increased volumes, higher net pricing and improved vehicle mix, partially offset by negative foreign exchange translation effects, mainly from Brazilian real.  

The increase in Pro-forma Adjusted operating income in the six months ended 30 June 2021 compared to the same period in 2020 was primarily due to higher net revenues, partially offset by product cost inflation and unfavorable foreign exchange translation and transaction effects. 

ENLARGED EUROPE 

The increase in Pro-forma Net revenues in the six months ended 30 June 2021 compared to the same period in 2020 was primarily due to higher volumes, improved vehicle mix, positive net pricing, and increased parts and services business, as well as used car business. 

The increase in Pro-forma Adjusted operating income in the six months ended 30 June 2021 compared to the same period in 2020 was primarily due to higher net revenues, purchasing and manufacturing efficiencies, as well as reduced compliance costs, partially offset by increased advertising costs and labor due to prior period COVID-19 measures as compared to 2021. 

MIDDLE EAST & AFRICA 

The increase in Pro-forma Net revenues in the six months ended 30 June 2021 compared to the same period in 2020 was primarily due to increased volumes, higher net pricing, including pricing actions for the Turkish lira devaluation, and improved market mix, partially offset by negative foreign exchange translation effects, mainly from Turkish lira. 

The increase in Pro-forma Adjusted operating income in the six months ended 30 June 2021 compared to the same period in 2020 was primarily due to improved Net revenues, partially offset by negative foreign exchange translation effects, primarily from the Turkish lira.

CHINA AND INDIA & PACIFIC 

The increase in Pro-forma Net revenues in the six months ended 30 June 2021 compared to the same period in 2020 was primarily due to overall higher volumes and favorable market mix and net pricing. 

The increase in Pro-forma Adjusted operating income in the six months ended 30 June 2021 compared to the same period in 2020 was primarily due to higher net revenues, partially offset by increased advertising costs that were impacted by cost containment measures in 2020 due to COVID-19. 

MASERATI 

The increase in Pro-forma Net revenues in the six months ended 30 June 2021 compared to the same period in 2020 was primarily due to higher volumes, improved net pricing and favorable market mix, mainly in China.  

The increase in Pro-forma Adjusted operating income in the six months ended 30 June 2021 compared to the same period in 2020 was primarily due to improved net revenues, partially offset by higher advertising costs to support mid-cycle refreshes. 

The following table is the reconciliation of Net profit to Pro-forma Adjusted operating income (non-GAAP measure). 

 I Half 
€ million 2021 2020
Net profit from continuing operations 5,800  797 
Tax expense 1,729  155 
Net financial expenses 217  (160)
Share of the profit of equity method investees (402) (76)
Operating income 7,344  716 
FCA operating income 1 January -16 January 202177 
FCA operating income 1 January - 30 June 2020 —  (1,675)
Pro-forma adjustments 96  1,024 
Pro-forma operating income 7,517  65 
Adjustments:  
::Reversal of inventory fair value adjustment in purchase accounting(1) 522  — 
::Restructuring and other costs, net of reversal(2) 541  87 
::Impairment expense and supplier obligations(3) 21  771 
::Gains on disposal of investments(4) —  (241)
::Brazilian indirect tax - reversal of liability/recognition of credits(5) (222) — 
Other(6) 243  70 
Total adjustments 1,105  687 
Pro-forma Adjusted operating income 8,622  752 
(1) Reversal of fair value adjustment recognized in purchase accounting on FCA inventories. (2) Restructuring and other costs related to reorganization of operations and dealer network, primarily in Enlarged Europe. (3) Primarily related to impairment expense in North America, South America, Enlarged Europe and China and India & Asia Pacific due to reduced volume expectations primarily as a result of the estimated impacts of COVID, as well as for certain assets in Maserati. (4) Primarily related to disposal of Changan PSA Auto Company Ltd (“CAPSA”), which was a joint venture in China. (5) Benefit related to final decision of Brazilian Supreme Court on calculation of state value added tax. (6) Includes other costs primarily related to merger and integration activities.

Cash flows from operating activities to Pro-forma Industrial free cash flows

(€ million) I Half 2021
Cash flows from operating activities 5,615 
Less: Cash flows from operating activities – discontinued operations — 
Cash flows operating activities – continuing operations 5,615 
Less: operating activities not attributable to industrial activities (22)
Less: capital expenditures and capitalized research and development expenditures and change in amounts payable on property, plant and equipment and intangible assets for industrial activities 4,982 
Add: proceeds from disposal of assets and other changes in investing activities 100 
Less: contributions of equity to joint ventures and minor acquisitions of consolidated subsidiaries and equity method investments 141 
Add: net intercompany payments between continuing operations and discontinued operations — 
Add: defined benefit pension contribution, net of tax 36 
Industrial free cash flows 650 
Add: FCA Industrial free cash flows 1 January - 16 January 2021 (1,813)
Pro-forma Industrial free cash flows (1,163)
 

Aggregated Industrial free cash flows H1 2020

(€ million) I Half 2020
PSA Automotive free cash flows (3,601)
FCA Industrial free cash flows (9,972)
Aggregated Industrial free cash flows (1) (13,573)
(1) The aggregated Industrial free cash flows for H1 2020 is the simple aggregation of FCA and PSA (excluding Faurecia) and does not reflect purchase accounting adjustments required by IFRS.
 

2021 Outlook

2021 Industry Outlook: North America +10% from +8% year over year, primarily due to improvements in U.S; South America +20%, outlook for region unchanged; Enlarged Europe +10%, outlook for region unchanged; Middle East & Africa +15%, outlook for region unchanged; India & Asia Pacific +10%, outlook for region unchanged; China +5%, outlook for region unchanged. 

2021 Guidance: Adjusted operating income margin(1) of ~10%. Assumes no further deterioration of semiconductor supply and no further significant lockdowns in Europe and U.S.

(1) Guidance includes impacts from purchase accounting and changes in accounting policies as required by IFRS in connection with the Merger. Guidance refers to sections - non-GAAP Financial Measures and Pro-forma, which include results of FCA for the period 1 January - 16 January 2021. 

Commercial Register No.64236277 Note legali | Credits