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2014 ANNUAL REPORT
FCA
ANNUAL REPORT
AT 31 DECEMBER 2014

Table of contents

  • Page 1
    2014 ANNUAL REPORT FCA ANNUAL REPORT AT 31 DECEMBER 2014

  • Page 2

  • Page 3
    2014 ANNUAL REPORT

  • Page 4

  • Page 5
    ... 31, 2014 ...257 n n n Income Statement ...258 Statement of Financial Position ...259 Notes to the Company Financial Statements ...260 Other Information ...272 Overview of Our Business ...42 Operating Results ...56 Subsequent Events and 2015 Outlook ...93 Major Shareholders ...94 Corporate...

  • Page 6

  • Page 7
    2014 | ANNUAL REPORT Board of Directors and Auditors 5 Board of Directors and Auditors BOARD OF DIRECTORS Chairman John Elkann(3) Chief Executive Officer Sergio Marchionne Directors... Young Accountants LLP (1) (2) (3) Member of the Audit Committee. Member of the Compensation Committee. Member of ...

  • Page 8
    6 2014 | ANNUAL REPORT

  • Page 9
    ...gave life to Fiat Chrysler Automobiles, a new global automotive player with the necessary resources to achieve solid, responsible and sustainable long-term growth. The targets set out in the strategic plan that was presented to analysts and investors by FCA's management team in Auburn Hills last May...

  • Page 10
    ... at year end totaled â,¬26.2 billion. In order to further fund the capital requirements of the Group's five-year business plan, the Board of Directors has decided not to recommend a dividend on FCA common shares for 2014. Looking at the performance of our mass-market operations by region, in...

  • Page 11
    2014 | ANNUAL REPORT 9 Both Ferrari and Maserati posted strong growth and Components also made a positive contribution. With regard to the near-term outlook, we have already given guidance for the current year, with expected worldwide shipments in the 4.8 to 5.0 million unit range, revenues of ...

  • Page 12
    ... this report, unless otherwise specified, the terms "we," "our," "us," the "Group,", "Fiat Group,", the "Company" and "FCA" refer to Fiat Chrysler Automobiles N.V., together with its subsidiaries and its predecessor prior to the completion of the merger of Fiat S.p.A. with and into Fiat Investments...

  • Page 13
    ...amendments were not applied to the Consolidated income statement or to the Consolidated Statement of Financial position for the years ended December 31, 2011 and 2010. Accordingly, these statements are not directly comparable with those for the years ended and as of December 31, 2014, 2013 and 2012.

  • Page 14
    ... 1, 2011. Dividends paid represent cash payments in the applicable year that generally relates to earnings of the previous year. In accordance with the resolution adopted by the shareholders' meeting on April 4, 2012, Fiat's preference and savings shares were mandatorily converted into ordinary...

  • Page 15
    2014 | ANNUAL REPORT 13 CONSOLIDATED STATEMENT OF FINANCIAL POSITION DATA At December 31, 2014 Cash and cash equivalents Total assets Debt Total equity Equity attributable to owners of the parent Non-controlling interests Share capital Shares issued (in thousands of shares): Fiat S.p.A Ordinary ...

  • Page 16
    ... SGS, an independent certification body. The scope, methodology, limitations and conclusions of the audit are provided in the Assurance Statement issued by SGS The Netherlands and published in the FCA 2014 interactive Sustainability Report. (1) Employee workforce figures reported in this section do...

  • Page 17
    ...management and professional development of employees promotion of fair working conditions and respect for human rights mutually beneficial relationships with business partners and local communities mitigation of environmental impacts from manufacturing and non-manufacturing processes The Group uses...

  • Page 18
    ... and was included in The A List: the CDP Climate Performance Leadership Index 2014, which includes companies that have demonstrated a superior approach to climate change mitigation. During the year, the Group's position was also confirmed in the Euronext Vigeo Europe 120 and the Euronext Vigeo...

  • Page 19
    ... in market conditions or actions that the Group may take in response to shifting consumer preferences, including production and pricing changes. Moreover, we tend to operate with negative working capital as we generally receive payments from vehicle sales to dealers within a few days of shipment...

  • Page 20
    18 2014 | ANNUAL REPORT Risk Factors Our businesses are affected by global financial markets and general economic and other conditions over which we have little or no control. Our results of operations and financial position may be inï¬,uenced by various macroeconomic factors-including changes ...

  • Page 21
    ... our Business Plan in May 2014. Our Business Plan includes a number of product initiatives designed to improve the quality of our product offerings and grow sales in existing markets and expand in new markets. It generally takes two years or more to design and develop a new vehicle, and a number of...

  • Page 22
    ... or other sales incentives in certain markets. These actions have had, and could continue to have, a negative impact on our vehicle pricing, market share, and results of operations. In the automotive business, sales to end-customers are cyclical and subject to changes in the general condition of the...

  • Page 23
    ... businesses is intended to provide us with a number of long-term benefits, including allowing new vehicle platforms and powertrain technologies to be shared across a larger volume, as well as procurement benefits and global distribution opportunities, particularly the extension of brands into new...

  • Page 24
    ..., including an expected rate of return on plan assets and a discount rate used to measure the obligations under defined benefit pension plans. Interest rate increases generally will result in a decline in the value of investments in fixed income securities and the present value of the obligations...

  • Page 25
    ... and long-term profitability. We are continuing to implement a number of cost reduction and productivity improvement initiatives in our operations, for example, by increasing the number of vehicles that are based on common platforms, reducing dependence on sales incentives offered to dealers and...

  • Page 26
    ...of our drive toward common global systems, we are extending the current finance, procurement, and capital project and investment management systems to new areas of operations. As appropriate, we continue to modify the design and documentation of internal control processes and procedures relating to...

  • Page 27
    ... our competitive advantage and our vehicle sales may suffer. We also collect, retain and use personal information, including data we gather from customers for product development and marketing purposes, and data we obtain from employees. In the event of a breach in security that allows third parties...

  • Page 28
    ...limit our ability to act quickly in making decisions on our operations in those markets. Maintaining and strengthening our position in these emerging markets is a key component of our global growth strategy in our Business Plan. However, with competition from many of the largest global manufacturers...

  • Page 29
    ... limit the mass-market potential of such vehicles. Our product strategy is driven by the objective of achieving sustainable mobility by reducing the environmental impact of vehicles over their entire life cycle. We therefore intend to continue investing capital resources to develop new sustainable...

  • Page 30
    ...vehicle prices, or countered by productivity gains, may result in a material impact on our financial condition and/or results of operations. We are subject to risks associated with exchange rate ï¬,uctuations, interest rate changes, credit risk and other market risks. We operate in numerous markets...

  • Page 31
    2014 | ANNUAL REPORT 29 We are a Dutch public company with limited liability, and our shareholders may have rights different from those of shareholders of companies organized in the U.S. The rights of our shareholders may be different from the rights of shareholders governed by the laws of U.S. ...

  • Page 32
    30 2014 | ANNUAL REPORT Risk Factors Even if our "central management and control" is in the U.K. as expected, we will be resident in the Netherlands for Dutch corporate income tax and Dutch dividend withholding tax purposes on the basis that we are incorporated there. Nonetheless, we will be ...

  • Page 33
    ..., including: 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 ï¬,ow from operations to pay principal and interest on our indebtedness, which may...

  • Page 34
    32 2014 | ANNUAL REPORT Risk Factors Restrictive covenants in our debt agreements could limit our financial and operating ï¬,exibility. The indentures governing certain of our outstanding public indebtedness, and other credit agreements to which companies in the Group are a party, contain ...

  • Page 35
    ... mandatory convertible securities (which we intend to treat as our stock for U.S. federal income tax purposes), and we currently intend for such spin-off to qualify as a generally tax-free distribution for holders of our stock for U.S. federal income tax purposes. However, the structure and terms of...

  • Page 36
    ... structure may reduce liquidity in our common shares and adversely affect their trading price. The loyalty voting structure may make it more difficult for shareholders to acquire a controlling interest, change our management or strategy or otherwise exercise inï¬,uence over us, and the market price...

  • Page 37
    2014 | ANNUAL REPORT 35 There may be potential Passive Foreign Investment Company tax considerations for U.S. Shareholders. Shares of our stock held by a U.S. holder would be stock of a passive foreign investment company, or a PFIC, for U.S. federal income tax purposes with respect to a U.S. ...

  • Page 38
    ... services and parts worldwide using the Mopar brand for mass market vehicles. We make available retail and dealer financing, leasing and rental services through our subsidiaries, joint ventures and commercial arrangements. In addition, we design, engineer, manufacture, distribute and sell luxury...

  • Page 39
    ... company of the Group with its principal executive offices in the United Kingdom. On June 15, 2014, the Board of Directors of Fiat. approved the terms of a cross-border legal merger of Fiat, the parent of the Group, into its 100 percent owned direct subsidiary, FCA, or the Merger. Fiat shareholders...

  • Page 40
    ... 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...

  • Page 41
    ... to reduce the number of architectures in our mass market brands by approximately 25.0 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...

  • Page 42
    ... from the prior model. Our Industry Designing, engineering, manufacturing, distributing and selling vehicles require significant investments in product design, engineering, research and development, technology, tooling, machinery and equipment, facilities and marketing in order to meet both...

  • Page 43
    ... market prices, contract terms with suppliers, evolving regulatory requirements and collective bargaining agreements and other factors that limit the ability to reduce labor expenses. OEMs generally sell vehicles to dealers and distributors, which then resell vehicles to retail and ï¬,eet customers...

  • Page 44
    ... luxury brand segments and a global Components segment, as discussed below. Our four regional mass-market vehicle reportable segments deal with the design, engineering, development, manufacturing, distribution and sale of passenger cars, light commercial vehicles and related parts and services...

  • Page 45
    ... newspaper). Mass-Market Vehicle Brands We design, engineer, develop, manufacture, distribute and sell vehicles and service parts under 11 mass-market brands and designations. We believe that we can continue to increase our vehicle sales by building the value of our mass-market brands in particular...

  • Page 46
    ... the "Mopar Vehicle Protection" brand, with the majority of our service contract sales in 2014 in the U.S. and Europe. Finally, our Mopar customer care initiatives support our vehicle distribution and sales efforts in each of our mass-market segments through 27 call centers located around the world...

  • Page 47
    ... 11.5% Group Sales 1,652 244 93 1,989 2012(1)(2) Market Share 11.2% 14.2% 9.1% 11.3% Thousands of units (except percentages) Certain fleet sales that are accounted for as operating leases are included in vehicle sales. Our estimated market share data presented are based on management's estimates...

  • Page 48
    ...| ANNUAL REPORT Overview of Our Business The following table presents our new vehicle market share information and our principal competitors in the U.S., our largest market in the NAFTA segment (certain totals in the tables included in this document may not add due to rounding): For the Years Ended...

  • Page 49
    ... retail customers in the U.S., under the Chrysler Capital brand name. The financial services include credit lines to finance dealers' acquisition of vehicles and other products that we sell or distribute, retail loans and leases to finance retail customer acquisitions of new and used vehicles at...

  • Page 50
    ... | ANNUAL REPORT Overview of Our Business The following table presents our mass-market vehicle market share information and our principal competitors in Brazil, our largest market in the LATAM segment: For the Years Ended December 31, Brazil Automaker FCA Volkswagen(*) GM Ford Other Total (1) 2014...

  • Page 51
    ...above a certain threshold. This agreement applies only to our retail customers purchasing Fiat branded vehicles and excludes Chrysler, Jeep, Dodge and Ram brand vehicles, which are directly financed by Banco Fidis S.A. APAC Vehicle Sales, Competition and Distribution APAC Sales and Competition The...

  • Page 52
    ...the Years Ended December 31, EMEA Passenger Cars Italy Germany UK France Spain Other Europe Europe* Other EMEA** Total Group Sales 377 84 80 62 36 121 760 126 886 2014(1)(2)(3) Market Share 27.7% 2.8% 3.2% 3.5% 4.3% 3.5% 5.8% - - Group Sales 374 80 72 62 27 123 738 137 875 2013(1)(2)(3) Market Share...

  • Page 53
    2014 | ANNUAL REPORT 51 For the Years Ended December 31, EMEA Light Commercial Vehicles Europe* Other EMEA** Total Group Sales 197 68 265 2014(1)(2)(3) Market Share 11.5% - - Group Sales 182 68 250 2013(1)(2)(3) Market Share 11.6% - - Group Sales 185 72 257 2012(1)(2)(3) Market Share 11.7% - - ...

  • Page 54
    ...number of contracts (typically, we enter into one agreement per brand of vehicles to be sold), and the dealer can sell those vehicles through one or more points of sale. In those markets, points of sale tend to be physically small and carry limited inventory. In Europe, we sell our vehicles directly...

  • Page 55
    ...appeal to our luxury vehicle customers. We sell our Ferrari vehicles through a worldwide distribution network of approximately 180 Ferrari dealers as of December 31, 2014, that is separate from our mass-market distribution network. Ferrari Financial Services, a financial services company 90 percent...

  • Page 56
    54 2014 | ANNUAL REPORT Overview of Our Business Maserati Maserati, a luxury vehicle manufacturer founded in 1914, became part of our business in 1993. We believe that Maserati customers typically seek a combination of style, both in high quality interiors and external design, performance, sports ...

  • Page 57
    ... sale of automotive exterior lighting products for all major OEMs worldwide. The Powertrain business line is dedicated to the production of engine and transmission components for automobiles, motorbikes and light commercial vehicles and has a global presence due to its own research and development...

  • Page 58
    ...the year ended December 31, 2014 as compared to the year ended December 31, 2013 and for the year ended December 31, 2013 as compared to the year ended December 31, 2012. The discussion of certain line items (cost of sales, selling, general and administrative costs and research and development costs...

  • Page 59
    ... and other services from numerous suppliers which we use to manufacture our vehicles, parts and accessories. These purchases generally account for approximately 80 percent of total cost of sales. Fluctuations in cost of sales are primarily related to the number of our vehicles we produce and...

  • Page 60
    58 2014 | ANNUAL REPORT Operating Results 2014 compared to 2013 Cost of sales for the year ended December 31, 2014 was â,¬83.1 billion, an increase of â,¬8.8 billion, or 11.9 percent (12.8 percent on a constant currency basis), from â,¬74.3 billion for the year ended December 31, 2013. As a ...

  • Page 61
    2014 | ANNUAL REPORT 59 Selling, general and administrative costs (â,¬ million, except percentages) 2014 7,084 Percentage of net revenues 7.4% 2013 6,702 For the Years Ended December 31, Percentage Percentage of net of net revenues 2012 revenues 7.7% 6,775 8.1% Increase/(decrease) 2014 vs. ...

  • Page 62
    ... 2014 | ANNUAL REPORT Operating Results Research and development costs For the Years Ended December 31, Percentage Percentage of net of net revenues 2012 revenues Increase/(decrease) (â,¬ million, except percentages) 2014 Percentage of net revenues 2013 2014 vs. 2013 2013 vs. 2012 Research...

  • Page 63
    2014 | ANNUAL REPORT 61 2013 compared to 2012 Research and development costs for the year ended December, 31 2013 were â,¬2,236 million, an increase of â,¬378 million, or 20.3 percent, from â,¬1,858 million for the year ended December 31, 2012. As a percentage of net revenues, research and ...

  • Page 64
    ... from investments for the years ended December 31, 2014 and 2013 were FCA Bank S.p.A ("FCA Bank") formerly known as FGA Capital S.p.A., a jointly-controlled finance company that manages activities in retail automotive financing, dealership financing, long-term car rental and ï¬,eet management in...

  • Page 65
    ... exchange rate used to remeasure its Venezuelan subsidiary's net monetary assets in U.S. Dollar, based on developments in the first quarter 2014 related to the foreign exchange process in Venezuela as described in more detail in the discussion of results for LATAM below. For the year ended December...

  • Page 66
    64 2014 | ANNUAL REPORT Operating Results 2013 compared to 2012 Other unusual expenses for the year ended December 31, 2013 were â,¬499 million, an increase of â,¬361 million, from â,¬138 million for the year ended December 31, 2012. Other unusual expenses for the year ended December 31, 2013 ...

  • Page 67
    ...the year ended December 31, 2013. Excluding the gain on the Fiat stock option-related equity swaps of â,¬31 million recognized in the year ended December 31, 2013, net financial expenses were substantially unchanged as the benefits from the new financing transactions completed in February 2014 by...

  • Page 68
    66 2014 | ANNUAL REPORT Operating Results 2013 compared to 2012 Tax income for the year ended December 31, 2013 was â,¬936 million, compared to tax expense of â,¬628 million for the year ended December 31, 2012. The increase in tax income was due to the recognition of previously unrecognized ...

  • Page 69
    ...2013, to 2,493 thousand units for the year ended December 31, 2014, was largely driven by increased demand of the Group's vehicles, including the all-new 2014 Jeep Cherokee, Ram pickups and the Jeep Grand Cherokee. These increases were partially offset by a reduction in the prior model year Chrysler...

  • Page 70
    ... costs of â,¬978 million mainly related to higher base material costs associated with vehicles and components and content enhancements on new models and â,¬262 million in higher research and development costs and depreciation and amortization. For the year ended December 31, 2014, unusual items were...

  • Page 71
    ... units for 2013, which impacted net revenues by â,¬0.3 billion, was largely attributable to reductions of shipments in Brazil. In 2012 sales tax incentives were introduced to promote the sale of small vehicles, a segment in which we hold a market leading position. As such, we were well positioned to...

  • Page 72
    ...to assess conditions in Venezuela and if in the future, we conclude that we no longer maintain control over our operations in Venezuela, we may incur a pre-tax charge of approximately â,¬247 million using the current exchange rate of 12.0 VEF to U.S. Dollar. Based on first quarter 2014 developments...

  • Page 73
    ...official exchange rate of the VEF. For further details see Notes 8 and 21 to the Consolidated financial statements included elsewhere in this report. APAC % of segment net revenues 100.0% 8.6% n.m For the Years Ended December 31, % of % of segment segment net net 2013 revenues 2012 revenues 4,668...

  • Page 74
    ... an increase in market share from 2.1 percent for the year ended December 31, 2012 to 3.1 percent for the year ended December 31, 2013. The increase in shipments also resulted in an increase in service parts, accessories and service contracts and other revenues, supported our market share growth in...

  • Page 75
    ...market share decreased from 11.7 percent for 2012 to 11.6 percent for 2013, as a result of the increasing competition in the industry. These conditions led to a decrease in service parts, accessories and service contracts and other revenues of â,¬0.1 billion, while the highly competitive environment...

  • Page 76
    ...the write-off of previously capitalized research and development related to new model development for Alfa Romeo products which were switched to a new platform considered more appropriate for the brand. 2013 compared to 2012 EMEA EBIT for the year ended December 31, 2013 was a loss of â,¬506 million...

  • Page 77
    ..., EBIT included â,¬65 million in unusual charges related to the writedown of previously capitalized development costs following the decision to switch a future model to a more technically advanced platform. 2013 compared to 2012 Maserati EBIT for 2013 was â,¬106 million, an increase of â,¬49 million...

  • Page 78
    76 2014 | ANNUAL REPORT Operating Results Components % of segment net revenues For the Years Ended December 31, % of % of segment segment net net 2013 revenues 2012 revenues 5,988 169 5,828 131 Increase/(decrease) (â,¬ million, except percentages) 2014 6,500 204 2014 vs. 2013 512 35 8.6% 20.7%...

  • Page 79
    ..., mainly related to impairment of assets in the Cast Iron business unit. Comau Comau EBIT for the year ended December 31, 2014 was â,¬60 million, an increase of â,¬13 million, or 27.7 percent, from â,¬47 million for the year ended December 31, 2013, primarily due to volume in body welding operations...

  • Page 80
    ... order to meet our obligations and fund our business. Short-term liquidity is required to purchase raw materials, parts and components for vehicle production, and to fund selling, administrative, research and development, and other expenses. In addition to our general working capital and operational...

  • Page 81
    ..., 2013. Additionally, the operating entities of the Group, excluding FCA US and its subsidiaries, have access to dedicated credit facilities in order to fund investments and working capital requirements. In particular the Brazilian companies have committed credit lines available, mainly in relation...

  • Page 82
    ... 26,221 2013 19,702 3,043 22,745 2012 17,922 2,935 20,857 Cash, cash equivalent and current securities(1) Undrawn committed credit lines(2) Total available liquidity(3) (1) (2) (3) Current securities comprise short term or marketable securities which represent temporary investments but which...

  • Page 83
    ... ï¬,ows from operating, investing and financing activities for each of the years ended December 31, 2014, 2013 and 2012. For a complete discussion of our cash ï¬,ows, see our Consolidated statement of cash ï¬,ows included in our Consolidated financial statements included elsewhere in this report...

  • Page 84
    ...in dealer stock levels to support increased sales volumes in NAFTA and a â,¬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...

  • Page 85
    ... change in net working capital of â,¬689 million primarily driven by (a) â,¬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...

  • Page 86
    ... of notes issued as part of the Global Medium Term Notes Program ("GMTN Program") and (b) â,¬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 â,¬4,876...

  • Page 87
    ... in order to fund our investments and research and development costs in Europe and (c) â,¬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...

  • Page 88
    ... at December 31, 2013) and other securities issued in financial markets (â,¬749 million, which includes the coupon related to mandatory convertible securities issuance, at December 31, 2014 and â,¬254 million at December 31, 2013 mainly from LATAM financial services companies. Includes The VEBA...

  • Page 89
    ... services of â,¬102 million. For an explanation of the drivers in consolidated cash ï¬,ows from operating activities see - Operating Activities -Year Ended December 31, 2012; Investments in industrial activities property, plant and equipment of â,¬7,560 million, representing almost all of the Group...

  • Page 90
    88 2014 | ANNUAL REPORT Operating Results Capital Market At December 31, 2014 and December 31, 2013 capital market debt mainly relates to notes issued under the GMTN Program by the Group, excluding FCA US, and the Secured Senior Notes of FCA US. In addition we had â,¬749 million (which included ...

  • Page 91
    ... including the reporting of financial results and other developments. The indenture also includes negative covenants which limit FCA US's ability and, in certain instances, the ability of certain of its subsidiaries to, (i) pay dividends or make distributions of FCA US's capital stock or repurchase...

  • Page 92
    ...31, 2013) to fund our investments and research and development costs, (iv) amounts drawn down by FCA excluding FCA US treasury companies under short and medium term credit facilities (â,¬1.4 billion at December 31, 2014 and â,¬1.1 billion at December 31, 2013) and (v) amounts outstanding relating to...

  • Page 93
    ...250 million (maturing in 2015) for the purposes of supporting research and development programs in Italy to protect the environment by reducing emissions and improving energy efficiency and (ii) â,¬500 million facility (maturing in 2021) for an investment program relating to the modernization and...

  • Page 94
    92 2014 | ANNUAL REPORT Operating Results Other Debt At December 31, 2014, Other debt mainly relates to the unsecured Canadian Health Care Trust notes, or HCT Notes, totaling â,¬651 million including accrued interest (â,¬703 million at December 31, 2013) including accrued interest), which ...

  • Page 95
    2014 | ANNUAL REPORT Subsequent Events and 2015 Outlook 93 Subsequent Events and 2015 Outlook Subsequent events The Group has evaluated subsequent events through March 5, 2015, which is the date the financial statements were authorized for issuance. There were no subsequent events. 2015 Outlook ...

  • Page 96
    ... vote of FCA shareholders, including approval of annual dividends, election and removal of directors and approval of extraordinary business combinations. Exor is controlled by Giovanni Agnelli e C. S.a.p.az., ("G.A.") which holds 51.39 percent of its share capital. G.A. is a limited partnership with...

  • Page 97
    ... 2014, the number of the Directors upon completion of the merger was set at eleven and the current slate of Directors was elected. The term of office of the current Board of Directors will expire on April 16, 2015 and the Company's general meeting of shareholders will elect a new Board of Directors...

  • Page 98
    ... Engineering University of Turin (Italy). While at university, he gained work experience in various companies of the Fiat Group in the UK and Poland (manufacturing) as well as in France (sales and marketing). He started his professional career in 2001 at General Electric as a member of the Corporate...

  • Page 99
    ... member of the Board of Directors of Fiat since June 23, 2014. Born in 1958, British citizenship. Valerie Mars (non-executive director) - Valerie Mars serves as senior vice president & head of corporate development for Mars, Incorporated, a $32 billion diversified food business, operating...

  • Page 100
    98 2014 | ANNUAL REPORT Corporate Governance Ruth J. Simmons (non-executive director) - Ruth J. Simmons was appointed to the board of directors of Chrysler Group LLC in June 2012. Simmons was President of Brown University from 2001 until June 30, 2012 and remains with the university as president ...

  • Page 101
    2014 | ANNUAL REPORT 99 Stephen M. Wolf (non-executive director) - Stephen M. Wolf was appointed to the board of directors of Chrysler Group LLC on July 6, 2009. Wolf became chairman of R. R. Donnelley & Sons Company, a full service provider of print and related services, in 2004. He has served as...

  • Page 102
    ... assisting and advising the Board of Directors' oversight of: (i) the integrity of the Company's financial statements, (ii) the Company's policy on tax planning, (iii) the Company's financing, (iv) the Company's applications of information and communication technology, (v) the systems of internal...

  • Page 103
    ...the Group's sustainable development policies and practices, management standards, strategy, performance and governance globally, and (vii) reviewing, assessing and making recommendations as to strategic guidelines for sustainability-related issues, and reviewing the annual Sustainability Report. The...

  • Page 104
    102 2014 | ANNUAL REPORT Corporate Governance Conï¬,ict of interest A Director shall not participate in discussions and decision making of the Board of Directors with respect to a matter in relation to which he or she has a direct or indirect personal interest that is in conï¬,ict with the ...

  • Page 105
    ... the directors, executive directors or board members or executive officers of such shareholder or to direct the casting of a majority or more of the voting rights at meetings of the board of directors, governing body or executive committee of such shareholder has been transferred to a new owner. No...

  • Page 106
    ... exchange regulations, not later than on the forty-second day prior to the day of the meeting. All convocations of general meetings of shareholders and all announcements, notifications and communications to shareholders shall be made by means of an announcement on the Company's corporate website...

  • Page 107
    ...obliged to inform the Board of Directors in writing within the time frame mentioned in the convening notice. At the latest this notice must be received by the Board of Directors on the day mentioned in the convening notice. Shareholders and those permitted by Dutch law to attend the general meetings...

  • Page 108
    ... 2014 | ANNUAL REPORT Corporate Governance For each general meeting of shareholders, the Board of Directors may decide that shareholders shall be entitled to attend, address and exercise voting rights at such meeting through the use of electronic means of communication, provided that shareholders...

  • Page 109
    ... of effective management of the Company is in the United Kingdom. The business address of the Board of Directors and the senior managers is 25 St. James's Street, SW1A1HA London, United Kingdom. The Company is registered at the Dutch trade register under number 60372958 and at the Companies House in...

  • Page 110
    ... relation to the financial reporting process, reliability, accuracy, completeness and timeliness of the information contribute to the achievement of such corporate objectives. Risk management is an integral part of the internal control system. A periodic evaluation of the system of internal control...

  • Page 111
    ... specific guidelines relating to: the Environment, Health and Safety, Business Ethics and Anti-corruption, Suppliers, Human Resource Management, Respect of Human Rights, Conï¬,icts of Interest, Community Investment, Data Privacy and Use of IT and Communications Equipment. In May 2014, the Code...

  • Page 112
    ...| ANNUAL REPORT Corporate Governance Insider Trading Policy On October 10, 2014 the Fiat Investments's Board of Directors adopted an insider trading policy setting forth guidelines and recommendations to all Directors, officers and employees of the Group with respect to transactions in the Company...

  • Page 113
    ... Company applies the best practice provisions in the paragraphs II.2.4 and II.2.5 of the Dutch Corporate Governance Code. However, prior to the Merger Fiat S.p.A. implemented the 2012 Long Term incentive Plan (the "Plan"). Pursuant to the Plan, options and stock grants (the "Equity Rights") related...

  • Page 114
    112 2014 | ANNUAL REPORT Corporate Governance IN CONTROL STATEMENT Internal Control System The Board of Directors is responsible for designing, implementing and maintaining internal controls, including proper accounting records and other management information suitable for running the business. ...

  • Page 115
    2014 | ANNUAL REPORT 113 RESPONSIBILITIES IN RESPECT TO THE ANNUAL REPORT The Board of Directors is responsible for preparing the Annual Report, inclusive of the Consolidated and Company Financial Statements and Report on Operations, in accordance with Dutch law and International Financial ...

  • Page 116
    ... reach an increasing number worldwide each year. The decisions made by many of our stakeholders - including customers, suppliers, dealers, employees, public institutions, trade and industry groups, investors and local communities - affect the Group's activities. Similarly, the Group's activities and...

  • Page 117
    ...electric) Customer satisfaction Vehicle quality Increasing importance for external stakeholders Engagement with trade unions Engagement with business partners Water used by operations Responsible sourcing and recycling Environmental impact of logistics Important Employee well-being and work-life...

  • Page 118
    ... product portfolio. At year-end 2014, the Group's research and innovation activities involved approximately 20,000 individuals at 85 centers worldwide. During the year, the Group invested approximately â,¬3.7 billion in R&D (Includes capitalized R&D and R&D charged directly to the income statement...

  • Page 119
    ...employees at year end Collaborative research projects, running at the end of 2014 of which: approved in 2014 2014 914 264 17 Strategy to Minimize Emissions The Group's sustainable product strategy is based on reducing the environmental impact of vehicles over their entire life cycle and addressing...

  • Page 120
    ... switches between two- and four-wheel drive for full-time torque management under all driving conditions. FCA's highly efficient TorqueFlite eight-speed automatic transmission is now powering more than one million vehicles, with availability expanded to include all versions of the Chrysler...

  • Page 121
    ... market sector in Europe with over 56,000 natural gas vehicles sold in 2014 (+34% compared with 2011). In North America, FCA remains the only automaker to offer a factory-built natural gas pickup, the Ram 2500 Heavy Duty CNG. The Group continued research and development of technologies that will use...

  • Page 122
    ... Fiat and Fiat Professional models sold in Europe, Brazil, the U.S. and Canada. An analysis of the best drivers revealed that the system can contribute to reducing fuel consumption by as much as 16%. By the end of 2014, eco:Drive had been used by more than 98,400 customers and contributed to annual...

  • Page 123
    ... well as employee benefits such as reducing commute times, cost, stress and the risk of accidents. In addition FCA's Autonomy program provides tailored vehicle solutions for customers with reduced motor abilities. In Italy, revenues from the sale of Autonomy vehicles totaled â,¬117 million in 2014...

  • Page 124
    ... a stand-alone organization led by a senior vice president who reports directly to the CEO of FCA US, ensuring a high level of information ï¬,ow and accountability. This new structure establishes a focal point for working with consumers, regulatory agencies and other partners to enhance safety in...

  • Page 125
    ...as a leader in the global auto sector, as well as to create value that is sustainable over the long term. As of December 31, 2014, the Group had a total of 228,690 employees, a 1.4% increase over year-end 2013. Employees by region Europe North America South America Asia Rest of World Total 38.5% 37...

  • Page 126
    ... for key positions within the organization are essential elements of the Group's commitment to its staff. FCA uses a structured process to identify and develop talent, as well as to promote employee motivation. The Performance and Leadership Management (PLM) process implemented worldwide is used to...

  • Page 127
    ... Group has set a long-term goal to increase employee contribution through new initiatives and channels. As part of the World Class Manufacturing (WCM) program, for example, employees worldwide are encouraged to submit suggestions to improve production processes. Specific initiatives in each region...

  • Page 128
    ... a culture of environmental awareness and safety. Industrial Relations and Social Dialogue At the Investor Day held in Auburn Hills on May 6, 2014, FCA presented its 2014-2018 Business Plan to members of the international financial community, dealers, suppliers and media. In addition, as con...

  • Page 129
    ... several markets through the use of ï¬,exible labor mechanisms. As part of the 2014-2018 Business Plan presented in May, the Group set out a new industrial strategy for EMEA, where production will be increased to support the planned growth in global sales for the premium brands (Maserati, Jeep, Alfa...

  • Page 130
    ... employees to support product development, sales, marketing and other corporate activities. Sustainable Supply Chain Management Group Purchasing has primary responsibility for supplier management, including establishing global purchasing strategies and processes. The organization works closely...

  • Page 131
    ... monitoring programs, the Group has also adopted models of consultation and collaboration with suppliers based on effective, interactive communication processes. Initiatives such as local seminars, discussion forums and training programs have been developed over the years to facilitate the exchange...

  • Page 132
    ... in line with the prior year - despite a year-over-year increase in production volumes - and was well below the 2010 level in both absolute terms and on a per vehicle produced basis. Direct and indirect energy consumption (terajoules) Total energy consumption 2014 48,645 2013 48,322 2012 45...

  • Page 133
    ... 2020, FCA is targeting a 40% reduction in water consumed per vehicle produced compared with 2010. Water withdrawal (thousands of m3) Total water withdrawal 2014 24,653 2013 24,936 2012 25,874 Waste Management To reduce the consumption of raw materials and related environmental impacts, FCA has...

  • Page 134
    ... initiative is the Zero Waste to Landfill program instituted at the FCA US Headquarters and Technology Center in Auburn Hills (Michigan, U.S.), where more than 14,600 people work. Of a total 7,626 tons of waste generated at the Auburn Hills complex during 2014, zero waste was disposed of via land...

  • Page 135
    ... in targeted projects, planned in collaboration with local stakeholders, which contribute to the long-term development of the local community. In addition to monetary contributions, the Group's investment also often includes employees volunteering their time and knowledge on projects that address...

  • Page 136
    ... to the members of the Company's Board of Directors in 2014 (both Executive and non-Executive Directors). Information is also provided on the remuneration paid to the members of Fiat S.p.A.'s Board of Directors in 2014. Prior to the completion of the Merger, Fiat, as FCA's sole shareholder, adopted...

  • Page 137
    2014 | ANNUAL REPORT 135 The Company establishes target compensation levels using a market-based approach and periodically benchmarks its executive compensation program against peer companies and monitors compensation levels and trends in the market. For the CEO, the competitive benchmark included...

  • Page 138
    ...the formation of FCA and the presentation of the new five year business plan, the Board of Directors of FCA approved an equity incentive plan ("EIP") and a new long term incentive program, covering a five year performance period, 2014-2018, consistent with the Company's strategic horizon and under...

  • Page 139
    ... value for the Company, its shareholders, employees and stakeholders. Pension Provisions and Severance Payments Both executive directors have a post-mandate benefit in an amount equal to five times their last annual base compensation. The award is payable quarterly over a period of 20 years...

  • Page 140
    ...and share plans of the Company held by the CEO (for stock options) and by the CEO and other Board Members for share plans. Stock Options Grant Date Exercise Price (â,¬) 6.583 13.370 Number of Options 10,670,000 6,250,000 16,920,000 16,920,000 26/07/04 03/11/06 Total Options Exercised in 2014 Closing...

  • Page 141
    ... | ANNUAL REPORT 139 Share Plans Grant Date Beginning balance 01/01/2014 Fiat Stock grants 2009 FCA US RSUs 2012 FCA US RSUs 2013 FCA US RSUs Vesting Date Fair Value on Granting Date(1) Thompson Wolf Simmons Marchionne Total 04/04/2012 12/11/09 07/30/2012 07/30/2013 02/22/2015 06/10/2012 06...

  • Page 142

  • Page 143
    Consolidated Financial Statements AT DECEMBER 31, 2014 Consolidated Income Statement _____ 142 Consolidated Statement of Comprehensive Income/(Loss) _____ 143 Consolidated Statement of Financial Position _____ 144 Consolidated Statement of Cash Flows _____ 145 Consolidated Statements of Changes in ...

  • Page 144
    ...1,047 0.744 0.736 2012 83,765 71,473 6,775 1,858 (68) 87 74 13 (91) 15 (138) 3,434 1,910 1,524 628 896 896 44 852 0.036 0.036 Net revenues Cost of sales Selling, general and administrative costs Research and development costs Other income/(expenses) Result from investments: Share of the profit of...

  • Page 145
    2014 | ANNUAL REPORT Consolidated Financial Statements Consolidated Statement of Comprehensive Income/(Loss) 143 Consolidated Statement of Comprehensive Income/(Loss) for the years ended December 31, 2014, 2013 and 2012 For the years ended December 31, 2014 Note (â,¬ million) 2013 1,951 2012 896...

  • Page 146
    ...: Employee benefits Other provisions Deferred tax liabilities Debt Other financial liabilities Other current liabilities Current tax payables Trade payables Liabilities held for sale Total Equity and liabilities The accompanying notes are an integral part of the Consolidated financial statements...

  • Page 147
    2014 | ANNUAL REPORT Consolidated Financial Statements Consolidated Statement of Cash Flows 145 Consolidated Statement of Cash Flows for the years ended December 31, 2014, 2013 and 2012 For the years ended December 31, 2014 Note (â,¬ million) 2013 17,666 1,951 4,635 31 (8) 535 92 457 (1,578) 93 ...

  • Page 148
    146 2014 | ANNUAL REPORT Consolidated Financial Statements Consolidated Statements of Changes in Equity Consolidated Statements of Changes in Equity for the years ended December 31, 2014, 2013 and 2012 Attributable to owners of the parent Remeasu- Cumulative Cash Available- rement of share of OCI ...

  • Page 149
    ... Fiat Investments N.V. On June 15, 2014, the Board of Directors of Fiat approved the terms of a cross-border legal merger of Fiat into its 100 percent owned direct subsidiary Fiat Investments N.V. (the "Merger"), subject to several conditions precedent. At that time, Fiat ordinary shares were listed...

  • Page 150
    ... Financial Statements Corporate Information The Group and its subsidiaries, among which the most significant is FCA US LLC ("FCA US"), formerly known as Chrysler Group LLC or Chrysler, together with its subsidiaries, are engaged in the design, engineering, manufacturing, distribution and sale...

  • Page 151
    ... the Year Ended December 31, 2013 Amounts as originally Amounts as reported IFRS 11 adjusted Items of Consolidated income statement impacted by IFRS 11 Net revenues Cost of sales Selling, general and administrative costs Research and development costs Other income/(expenses) Result from investments...

  • Page 152
    ...1, 2012 Amounts as Amounts originally as reported IFRS 11 adjusted Items of Consolidated statement of financial position impacted by IFRS 11 Assets Intangible assets Property, plant and equipment Investments and other financial assets Deferred tax assets Total Non-current assets Inventories Trade...

  • Page 153
    2014 | ANNUAL REPORT 151 For the Year Ended December 31, 2013 Amounts as originally Amounts reported IFRS 11 as adjusted Effects on Consolidated statement of cash ï¬,ows Cash and cash equivalents at beginning of the period Cash ï¬,ows from/(used in) operating activities Of which Profit/(loss) for...

  • Page 154
    ... 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...

  • Page 155
    ...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...

  • Page 156
    ... and associates are accounted for using the equity method of accounting from the date on which joint control and significant inï¬,uence is obtained. On acquisition of the investment, any excess of the cost of the investment and the Group's share of the net fair value of the investee's identi...

  • Page 157
    ...the revenue from the sale of the output by the joint operation and (v) its expenses, including its share of any expenses incurred jointly. Interests in other companies Interests in other companies are measured at fair value. Investments in equity investments that do not have a quoted market price in...

  • Page 158
    156 2014 | ANNUAL REPORT Consolidated Financial Statements Notes to the Consolidated Financial Statements The principal exchange rates used to translate other currencies into Euros were as follows: 2014 Average U.S. Dollar Brazilian Real Chinese Renminbi Serbian Dinar Polish Zloty Argentine Peso ...

  • Page 159
    ... may be directly attributed to the development process. Capitalized development costs are amortized on a straight-line basis from the start of production over the expected life cycle of the models (generally 5-6 years) or powertrains developed (generally 10-12 years). All other development costs are...

  • Page 160
    ...ANNUAL REPORT Consolidated Financial Statements Notes to the Consolidated Financial Statements Depreciation Depreciation is calculated on a straight-line basis over the estimated useful lives of the assets during years ended December 31, 2014, 2013 and 2012, as follows: Depreciation rates Buildings...

  • Page 161
    ... convertible into cash and are subject to an insignificant risk of changes in value. Money market funds comprise investments in high quality, short-term, diversified financial instruments which can generally be liquidated on demand. Current securities include short-term or marketable securities...

  • Page 162
    160 2014 | ANNUAL REPORT Consolidated Financial Statements Notes to the Consolidated Financial Statements Derivative financial instruments Derivative financial instruments are used for economic hedging purposes, in order to reduce currency, interest rate and market price risks (primarily related...

  • Page 163
    ... of a plan are recognized in the Consolidated income statement within Other unusual income/(expenses) when the settlement occurs. Other long term employee benefits The Group's obligations represent the present value of future benefits that employees have earned in return for their service during...

  • Page 164
    ...not recognized at the time of delivery but are accounted for similar to an operating lease. Rental income is recognized over the contractual term of the lease on a straight-line basis. At the end of the lease term, the Group recognizes revenue for the portion of the vehicle sales price which had not...

  • Page 165
    2014 | ANNUAL REPORT 163 Cost of sales also includes warranty and product-related costs, estimated at the time of sale to dealer networks or to the end customer. Depending on the specific nature of the recall, including the significance and magnitude, certain warranty costs incurred are reported...

  • Page 166
    ...'s operating segments. The Group's four regional mass-market vehicle reportable segments deal with the design, engineering, development, manufacturing, distribution and sale of passenger cars, light commercial vehicles and related parts and services in specific geographic areas: NAFTA (U.S., Canada...

  • Page 167
    ...asset. The Group estimates the present value of the projected future payments to all participants taking into consideration parameters of a financial nature such as discount rates, the rates of salary increases and the likelihood of potential future events estimated by using demographic assumptions...

  • Page 168
    ... 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 reï¬,ects the Group's long-term...

  • Page 169
    ...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...

  • Page 170
    ... substantially in line with 2017-2019 amounts. The long-term growth rate was set at zero; the expected future cash ï¬,ows were discounted using a pre-tax Weighted Average Cost of Capital ("WACC") of 10.3 percent. This WACC reï¬,ects the current market assessment of the time value of money for the...

  • Page 171
    ... and related production platforms associated with the Group's refocused product strategies, the operations to which specific capitalized development costs belonged was redesigned. For example, certain models were switched to new platforms considered technologically more appropriate. As no future...

  • Page 172
    ... statements. Sales incentives The Group records the estimated cost of sales incentive programs offered to dealers and consumers as a reduction to revenue at the time of sale of the vehicle to the dealer. This estimated cost represents the incentive programs offered to dealers and consumers, as well...

  • Page 173
    ..., or both. Sales incentive programs are generally brand, model and region specific for a defined period of time. Multiple factors are used in estimating the future incentive expense by vehicle line including the current incentive programs in the market, planned promotional programs and the normal...

  • Page 174
    ... proceedings allege defects in specific component parts or systems (including airbags, seats, seat belts, brakes, ball joints, transmissions, engines and fuel systems) in various vehicle models or allege general design defects relating to vehicle handling and stability, sudden unintended movement...

  • Page 175
    ... 31, 2014, 2013 and 2012. The fair value of Fiat share-based payments had been measured based on market prices of Fiat shares at the grant date taking into account the terms and conditions upon which the instruments were granted. The fair value of FCA US awards is measured by using a discounted cash...

  • Page 176
    ... Financial Statements Notes to the Consolidated Financial Statements SCOPE OF CONSOLIDATION FCA is the parent company of the Group and it holds, directly and indirectly, interests in the Group's main operating companies. The Consolidated financial statements at December 31, 2014, 2013 and 2012...

  • Page 177
    2014 | ANNUAL REPORT 175 For the years ended December 31, 2013 FCA US (â,¬ million) 2012 2014 2013 Ferrari S.p.A. 2012 Net revenues EBIT Profit before income tax Net profit Other comprehensive income/(loss) Total comprehensive income/(loss) Dividends paid to non-controlling interests Cash ...

  • Page 178
    ... 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...

  • Page 179
    ... of fair value. The IPO value range was determined using earnings multiples observed in the market for publicly traded US-based automotive companies using the key assumptions discussed below. This fully distributed value was then reduced by approximately 15.0 percent for the expected discount that...

  • Page 180
    ... Financial Statements The other significant assumptions management used in connection with the development of the fair value of FCA US's membership interests discussed above included the following: Inputs derived from FCA US's long-term business plans in place at the time the Equity Purchase...

  • Page 181
    ... was made on January 21, 2015. The Equity Purchase Agreement also provided for a tax distribution from FCA US to its members under the terms of FCA US Group's Limited Liability Company Operating Agreement (as amended from time to time, the "LLC Operating Agreement") in the amount of approximately...

  • Page 182
    ... were as follows: For the years ended December 31, 2014 (â,¬ million) 2013 2012 Revenues from: Sales of goods Services provided Contract revenues Interest income of financial services activities Lease installments from assets under operating leases Other Total Net revenues 91,869 2,202 1,150 275...

  • Page 183
    ... 14 in the Consolidated financial statements for information on capitalized development costs. 5. Result from investments The net gain in 2014, 2013 and 2012, amounting to â,¬131 million, â,¬84 million and â,¬87 million, respectively, mainly consisted of the Group's share in the Net profit/(loss...

  • Page 184
    ... 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. Dollar. Based on first quarter 2014 developments related to the foreign exchange process in Venezuela, we changed the exchange rate used to remeasure our Venezuelan...

  • Page 185
    2014 | ANNUAL REPORT 183 For the year ended December 31, 2013, Other unusual expenses amounted to â,¬686 million and primarily related to write-downs totaling â,¬272 million as a result of the rationalization of architectures associated with the new product strategy, particularly for the Alfa ...

  • Page 186
    ... income statement within the Financial income/(expenses) line item, as well as interest income from financial services activities, recognized under Net revenues, and Interest cost and other financial charges from financial services companies, recognized under Cost of sales. For the years ended...

  • Page 187
    2014 | ANNUAL REPORT 185 10. Tax expense/(income) Income tax was as follows: For the years ended December 31, 2014 (â,¬ million) 2013 615 (1,570) 19 (936) 2012 691 (71) 8 628 Current tax expense Deferred tax income Taxes relating to prior periods Total Tax expense/(income) 677 (145) 12 544 ...

  • Page 188
    186 2014 | ANNUAL REPORT Consolidated Financial Statements Notes to the Consolidated Financial Statements In 2013, the Group's effective tax rate includes a significant tax benefit and is not comparable to prior periods primarily due to FCA US recognizing previously unrecognized deferred tax ...

  • Page 189
    2014 | ANNUAL REPORT 187 The significant components of Deferred tax assets and liabilities and their changes during the years ended December 31, 2014 and 2013 were as follows: Recognized in Consolidated income statement Changes in Charged the scope of to equity consolidation (â,¬ million) At ...

  • Page 190
    ... in 2014, 2013 and 2012 amounted to â,¬10,099 million, â,¬9,471 million and â,¬9,256 million, respectively, which included costs that were capitalized mainly in connection with product development activities. In 2014, FCA had an average number of employees of 231,613 (223,658 employees in 2013 and...

  • Page 191
    ... per share for the years ended December 31, 2014, 2013 and 2012: For the years ended December 31, 2014 Ordinary shares 568 1,222,346 0.465 2013 Ordinary shares 904 1,215,921 0.744 2012 Ordinary shares 44 1,215,828 0.036 Profit attributable to owners of the parent Weighted average number of shares...

  • Page 192
    ...comprised of the Chrysler, Jeep, Dodge, Ram and Mopar brands. These rights are protected legally through registration with government agencies and through the continuous use in commerce. As these rights have no legal, contractual, competitive or economic term that limits their useful lives, they are...

  • Page 193
    ... of the value in use of the NAFTA segment for purposes of performing the annual impairment test was based on the following assumptions: The expected future cash ï¬,ows covering the period from 2015 through 2018 have been derived from the Group Business Plan presented on May 6, 2014. More speci...

  • Page 194
    ...Consolidated Financial Statements Pre-tax expected future cash ï¬,ows 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 reï¬,ects the current market assessment of the time value of money...

  • Page 195
    ... (â,¬2,042 million in 2013), consisting primarily of material 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 segments. In 2014, the Group wrote-down certain...

  • Page 196
    ...) 9 27,408 3,566 (1,341) 33 - 771 45 30,482 23,233 26,408 Additions of â,¬5,415 million in 2014 (â,¬5,162 million in 2013) are primarily related to the car mass-market operations in the NAFTA and EMEA segments, as well as to the ongoing construction of the new LATAM plant in Pernambuco (Brazil) in...

  • Page 197
    ...nance lease agreements included in Property, plant and equipment were as follows: At December 31, 2014 (â,¬ million) 2013 87 307 394 Industrial buildings Plant machinery and equipment Property plant and equipment 84 299 383 Property, plant and equipment of the Group, excluding FCA US, reported...

  • Page 198
    ...020 Investments in joint ventures The Group's interests in joint ventures, amounting to â,¬1,329 million at December 31, 2014 (â,¬1,225 million at December 31, 2013) are all accounted for using the equity method of accounting and at December 31, 2014 mainly include the Group's interests in FCA Bank...

  • Page 199
    ... and dealer financing and long-term rental services in the automotive sector, directly or through its subsidiaries as a partner of the Group's car mass-market brands and for Maserati. Summarized financial information relating to FCA Bank was as follows: At December 31, 2014 (â,¬ million) 2013 14...

  • Page 200
    ...REPORT Consolidated Financial Statements Notes to the Consolidated Financial Statements The aggregate amounts for the Group's share in all individually immaterial Joint ventures that are accounted for using the equity method were as follows: For the years ended December 31, 2014 (â,¬ million) 2013...

  • Page 201
    ...151 million, were to service the stock option plans and 15,847,650 shares, for an amount â,¬131 million, were classified as available-for-sale. In addition, at December 31, 2014, the Group had 15,948,275 special voting shares (33,955,402 at December 31, 2013), which cannot directly or indirectly be...

  • Page 202
    200 2014 | ANNUAL REPORT Consolidated Financial Statements Notes to the Consolidated Financial Statements 18. Current receivables and Other current assets The composition of the Current receivables and Other current assets was as follows: At December 31, 2014 (â,¬ million) 2013 2,544 3,671 312 1,...

  • Page 203
    ... by sales of vehicles, and are generally managed under dealer network financing programs as a component of the portfolio of the financial services companies. These receivables are interest bearing, with the exception of an initial limited, non-interest bearing period. The contractual terms...

  • Page 204
    ...mainly due from the sales network, transferred to jointly controlled financial services companies (FCA Bank). At December 31, 2014 and 2013, the carrying amount of transferred financial assets not derecognized and the related liabilities were as follows: At December 31, 2014 Receivables from Trade...

  • Page 205
    ...2014) was mostly due to ï¬,uctuations in exchange rates, interest rates, commodity prices during the year and the settlement of the instruments which matured during the year. As Other financial assets and liabilities primarily consist of hedging derivatives, the change in their value is compensated...

  • Page 206
    ... institutions, and money market instruments. The item Cash at banks includes bank deposits which may be used exclusively by Group companies entitled to perform specific operations (cash with a pre-determined use) amounting to â,¬3 million at December 31, 2014 (â,¬3 million at December 31, 2013...

  • Page 207
    2014 | ANNUAL REPORT 205 Assets and liabilities held for sale at December 31, 2014 consisted of buildings allocated to the LATAM and Components segments as well as certain minor investments within the EMEA segment. At December 31, 2013, Assets and liabilities held for sale primarily related to a ...

  • Page 208
    ... the number of Fiat ordinary shares outstanding at December 31, 2013 and the number of FCA common shares outstanding at December 31, 2014: Fiat S.p.A. Sharebased payments and At exercise December of stock 31, 2013 options 1,250,688 (34,578) 1,216,110 320 4,667 Issuance of FCA Common shares and sale...

  • Page 209
    ... 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...

  • Page 210
    ... Convertible Securities of â,¬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 â,¬3,472 million at December 31, 2014 and consisting mainly...

  • Page 211
    2014 | ANNUAL REPORT 209 Other comprehensive income/(loss) Other comprehensive income/(loss) was as follows: For the years ended December 31, 2014 Items that will not be reclassified to the Consolidated income statement: (Losses)/gains on remeasurement of defined benefit plans Shares of (losses...

  • Page 212
    ... 2014, the Board of Directors has not recommended a dividend payment on FCA common shares in order to further fund capital requirements of the Group's five-year business plan presented on May 6, 2014. The objectives identified by the Group for managing capital are to create value for shareholders...

  • Page 213
    ... statement. These items are reported in the following lines: For the years ended December 31, 2014 (â,¬ million) 2013 2012 Currency risk Increase/(Decrease) in Net revenues Decrease in Cost of sales Financial (expenses)/income Result from investments Interest rate risk Increase in Cost of sales...

  • Page 214
    ...to managers of Group companies and the Chief Executive Officer of FCA were in place. Stock option plans linked to Fiat and CNHI ordinary shares On July 26, 2004, the Board of Directors granted the Chief Executive Officer, as a part of his variable compensation in that position, options to purchase...

  • Page 215
    ... to Fiat shares On April 4, 2012, the Shareholders resolved to approve the adoption of a Long Term Incentive Plan (the "Retention LTI Plan"), in the form of stock grants. As a result, the Group granted the Chief Executive Officer 7 million rights, which represented an equal number of Fiat ordinary...

  • Page 216
    ... 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 ï¬,ows of FCA US beyond the four year window. The long-term growth rate was based on internal projections of FCA US, as well as...

  • Page 217
    ... requisite service periods and is measured at fair value. The liability resulting from these awards is measured and adjusted to fair value at each reporting date. The expense recognized in total for both the RSU Plan and the Directors RSU plan for the years ended December 31, 2014, 2013 and 2012 was...

  • Page 218
    216 2014 | ANNUAL REPORT Consolidated Financial Statements Notes to the Consolidated Financial Statements Changes during 2014, 2013 and 2012 for both the RSU Plan and the Directors RSU Plan were as follows: Adjusted for Anti-Dilution 2014 Weighted average fair value at the grant date (â,¬) 3.64 -...

  • Page 219
    ...Shares. Under the DPS Plan, Phantom Shares were granted to certain key employees as well as to the Chief Executive Officer in connection with his role as a member of the FCA US Board of Directors. The Phantom Shares vested immediately on the grant date and were settled in cash in three equal annual...

  • Page 220
    218 2014 | ANNUAL REPORT Consolidated Financial Statements Notes to the Consolidated Financial Statements 2012 Long-Term Incentive Plan of FCA US In February 2012, the Compensation Committee of FCA US adopted the 2012 LTIP Plan. The 2012 LTIP Plan covers senior FCA US executives (other than the ...

  • Page 221
    ... â,¬6 million (â,¬36 million in 2013 and â,¬24 million in 2012). Total unrecognized compensation expenses at December 31, 2014 were approximately â,¬2 million. These expenses will be recognized over the remaining service periods based upon the assessment of the performance conditions being achieved.

  • Page 222
    ... the employee renders service and classifies this by function in Cost of sales, Selling, general and administrative costs and Research and development costs. In 2014, this cost totaled â,¬1,405 million (â,¬1,314 million in 2013 and â,¬1,114 million in 2012). Pension benefits Group companies in...

  • Page 223
    2014 | ANNUAL REPORT 221 Liabilities arising from these plans are usually funded by contributions made by Group subsidiaries and, at times by their employees, into legally separate trusts from which the employee benefits are paid. The Group's funding policy for defined benefit pension plans is ...

  • Page 224
    .../(loss) for the year ended December 31, 2013. There were no significant plan amendments or curtailments to the Group's pension plans for the year ended December 31, 2014. The fair value of plan assets by class was as follows: At December 31, 2014 of which have a quoted market price in an Amount...

  • Page 225
    ... value of the investments in fixed income securities and the present value of the obligations. The weighted average assumptions used to determine the defined benefit obligations were as follows: At December31, 2014 U.S. Discount rate Future salary increase rate 4.0 n/a Canada 3.8 3.5 UK (%) 2013...

  • Page 226
    ...years ended December 31, 2014 (â,¬ million) 2013 23 89 - 112 2012 22 103 (6) 119 Current service cost Interest expense Past service costs (credits) and gains or losses arising from settlements Total recognized in the Consolidated income statement 21 98 7 126 Health care and life insurance plans...

  • Page 227
    ...payments. The average duration of the U.S. and Canadian liabilities was approximately 12 and 16 years, respectively. The annual rate of increase in the per capita cost of covered U.S. health care benefits assumed for next year and used in the 2014 plan valuation was 6.5 percent (6.8 percent in 2013...

  • Page 228
    ... years ended December 31, 2014 (â,¬ million) 2013 9 15 - 24 2012 8 25 (3) 30 Current service cost Interest expense Past service costs (credits) and gains or losses arising from settlements Total recognized in the Consolidated income statement 20 11 - 31 The main assumptions used in developing...

  • Page 229
    ...time beginning at the date of sale to the end customer. This estimate is principally based on assumptions regarding the lifetime warranty costs of each vehicle and each model year of that vehicle line, as well as historical claims experience for vehicles. The Group establishes provisions for product...

  • Page 230
    ... established by each of the Group's companies. Commercial risks arise in connection with the sale of products and services such as maintenance contracts. An accrual is recorded when the expected costs to complete the services under these contracts exceed the revenues expected to be realized. The...

  • Page 231
    ... and long-term borrowings repayments amounted to â,¬5,838 million. The annual effective interest rates and the nominal currencies of debt at December 31, 2014 and 2013 were as follows: less than 5% Euro U.S. Dollar Brazilian Real Swiss Franc Canadian Dollar Mexican Peso Chinese Renminbi Other Total...

  • Page 232
    ...Europe S.A. (formerly known as Fiat Finance and Trade Ltd S.A.) and Fiat Chrysler Finance North America Inc. (formerly known as Fiat Finance North America Inc.) (both whollyowned subsidiaries of the Group) are governed by the terms and conditions of the Global Medium Term Note Program ("GMTN Program...

  • Page 233
    2014 | ANNUAL REPORT 231 Changes in Global Medium Term Notes during 2014 were mainly due to the: Issuance of 4.75 percent notes at par in March 2014, having a principal of â,¬1 billion and due March 2021 by Fiat Chrysler Finance Europe S.A. The proceeds will be used for general corporate purposes....

  • Page 234
    ... including the reporting of financial results and other developments. The indenture also includes negative covenants which limit FCA US's ability and, in certain instances, the ability of certain of its subsidiaries to, (i) pay dividends or make distributions of FCA US's capital stock or repurchase...

  • Page 235
    ...term committed credit lines currently available to the treasury companies of the Group (excluding FCA US) amount to approximately â,¬3.3 billion at December 31, 2014 (â,¬3.2 billion at December 31, 2013), of which â,¬2.1 billion related to the 3-year syndicated revolving credit line due in July 2016...

  • Page 236
    ... 31, 2013). Other debt At December 31, 2014, payables for finance leases amount to â,¬630 million and may be analyzed as follows: At December 31, 2014 Due Due between within one and one three year years Minimum future lease payments Interest expense Present value of minimum lease payments 114...

  • Page 237
    ... 31, 2014 (â,¬ million) 2013 1,583 1,304 2,370 781 349 209 2,367 8,963 Advances on buy-back agreements Indirect tax payables Accrued expenses and deferred income Payables to personnel Social security payables Amounts due to customers for contract work Other Total Other current liabilities 2,571...

  • Page 238
    ... relation to separately-priced extended warranties and service contracts offered by FCA US. These revenues will be recognized in the Consolidated income statement over the contract period in proportion to the costs expected to be incurred based on historical information. 30. Fair value measurement...

  • Page 239
    ..., 2014 Level 1 Note Level 2 (â,¬ million) Level 3 Total Assets at fair value available-for-sale: Investments at fair value with changes directly in Other comprehensive income/(loss) Other non-current securities Current securities available-for-sale Financial assets at fair value held-for-trading...

  • Page 240
    ... value hierarchy, have been estimated with discounted cash ï¬,ows models. The most significant inputs used for this measurement are market discount rates that reï¬,ect conditions applied in various reference markets on receivables with similar characteristics, adjusted in order to take into account...

  • Page 241
    ... using discounted cash ï¬,ow models. The main inputs used are year-end market interest rates, adjusted for market expectations of the Group's non-performance risk implied in quoted prices of traded securities issued by the Group and existing credit derivatives on Group liabilities. The fair value...

  • Page 242
    ...Ltd Fiat India Automobiles Limited Société Européenne de Véhicules Légers du Nord- Sevelnord Société Anonyme(*) VM Motori Group Other Total joint arrangements To-dis S.r.l. Arab American Vehicles Company S.A.E. Other Total associates CNHI Directors, Statutory Auditors and Key Management Other...

  • Page 243
    ...8,963 Trade Trade receivables payables Tofas FCA Bank GAC Fiat Automobiles Co Ltd Sevel S.p.A. Fiat India Automobiles Limited Other Total joint arrangements Arab American Vehicles Company S.A.E. Other Total associates CNHI Directors, Statutory Auditors and Key Management Other Total CNHI, Directors...

  • Page 244
    ... venture Tofas, the Group had a take or pay commitment whose future minimum expected obligations as of December 31, 2014 were as follows: (â,¬ million) 2015 2016 2017 2018 2019 2020 and thereafter 82 82 85 85 80 13 Emoluments to Directors, Statutory Auditors and Key Management The fees of the...

  • Page 245
    ... 19 revised from January 1, 2013, as if the amendment had always been applied. Change in working capital generated cash of â,¬965 million for the year ended December 31, 2014 primarily driven by (a) â,¬1,495 million increase in trade payables, mainly related to increased production in EMEA and NAFTA...

  • Page 246
    244 2014 | ANNUAL REPORT Consolidated Financial Statements Notes to the Consolidated Financial Statements Change in working capital generated cash of â,¬689 million for the year ended December 31, 2012 primarily driven by (a) â,¬506 million increase in trade payables, mainly related to increased ...

  • Page 247
    ..., under the Chrysler Capital brand name. The financing services include credit lines to finance dealers' acquisition of vehicles and other products that FCA US sells or distributes, retail loans and leases to finance consumer acquisitions of new and used vehicles at independent dealerships...

  • Page 248
    ... on historical experience. Arrangements with Key Suppliers From time to time, in the ordinary course of our business, the Group enters into various arrangements with key third party suppliers in order to establish strategic and technological advantages. A limited number of these arrangements contain...

  • Page 249
    .... Operating lease contracts The Group has entered operating lease contracts for the right to use industrial buildings and equipment with an average term of 10-20 years and 3-5 years, respectively. At December 31, 2014, the total future minimum lease payments under non-cancellable lease contracts are...

  • Page 250
    ... by the chief operating decision make, and as a result and as permitted by IFRS 8, the related information is not provided. Details of the Consolidated income statement by segment for the years ended December 31, 2014, 2013 and 2012 are as follows: Car Mass-Market brands 2014 Revenues Revenues from...

  • Page 251
    2014 | ANNUAL REPORT 249 Car Mass-Market brands 2013 Revenues Revenues from transactions with other segments Revenues from external customers Profit/(loss) from investments Unusual income/(expenses)* EBIT Net financial income/ (expenses) Profit before taxes Tax (income)/expenses Profit (*) ...

  • Page 252
    ..., Latin America and North American markets. In order to test for impairment, significant receivables from corporate customers and receivables for which collectability is at risk are assessed individually, while receivables from end customers or small business customers are grouped into homogeneous...

  • Page 253
    ... sales to the sales network made by Group financial service companies and on vehicles assigned under finance and operating lease agreements. Receivables for financing activities amounting to â,¬3,843 million at December 31, 2014 (â,¬3,671 million at December 31, 2013) contain balances totaling...

  • Page 254
    252 2014 | ANNUAL REPORT Consolidated Financial Statements Notes to the Consolidated Financial Statements From an operating point of view, the Group manages liquidity risk by monitoring cash ï¬,ows and keeping an adequate level of funds at its disposal. The operating cash ï¬,ows, main funding ...

  • Page 255
    ...; 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 ï¬,ows. Overall trade ï¬,ows exposed to changes in these exchange rates in 2014 made up...

  • Page 256
    ... the current level of interest rates can affect the operating result of those companies and the Group as a whole. In order to manage these risks, the Group uses interest rate derivative financial instruments, mainly interest rate swaps and forward rate agreements, when available in the market, with...

  • Page 257
    ... is assessed in terms of fair value) from ï¬,oating rate financial instruments (for which the impact is assessed in terms of cash ï¬,ows). The fixed rate financial instruments used by the Group consist principally of part of the portfolio of the financial services companies (basically customer...

  • Page 258

  • Page 259
    Company Financial Statements AT DECEMBER 31, 2014 Income Statement _____ 258 Statement of Financial Position _____ 259 Notes to the Company Financial Statements _____ 260 Other Information _____ 272

  • Page 260
    258 2014 | ANNUAL REPORT Company Financial Statements Income Statement Income Statement for the years ended December 31, 2014 and 2013 For the years ended December 31, 2014 Note (â,¬ million) 2013 1,127 83 (39) (72) (210) 889 15 904 - 904 Result from investments Other operating income Personnel ...

  • Page 261
    ... ANNUAL REPORT Company Financial Statements Statement of Financial Position 259 Statement of Financial Position At December 31, 2014 and 2013 2014 (â,¬ million) 2013 ASSETS Property, plant and equipment Equity investments Other financial assets Total Fixed Assets Trade receivables Other current...

  • Page 262
    ... As reported above, on June 15, 2014, the Board of Directors of Fiat approved the terms of a cross-border legal merger of Fiat into its 100 percent owned direct subsidiary Fiat Investments N.V. (the "Merger"), subject to several conditions precedent. At that time, Fiat ordinary shares were listed on...

  • Page 263
    ... law, investments in subsidiaries and associates are accounted for using the net equity value in the Company financial statements. With reference to the Merger, it has been accounted for using the "pooling of interest method", therefore comparative figures for the year ended December 31, 2013 have...

  • Page 264
    ... the years ended December 31, 2014 (â,¬ million) 2013 Revenues from services rendered to, and other income from, Group companies and other related parties Other revenues and income from third parties Total Other operating income 61 2 63 80 3 83 Revenues from services rendered to Group companies...

  • Page 265
    ...Leases and rentals Other Total other operating costs (25) (34) (2) (2) (3) (66) (132) Costs for services rendered by Group companies primarily consisted of support and consulting services in the administrative area, as well as IT systems, public relations, payroll, security and facility management...

  • Page 266
    264 2014 | ANNUAL REPORT Company Financial Statements Notes to the Company Financial Statements 6. Income taxes Income taxes were a gain of â,¬9 million in the current year (gain of â,¬15 million in 2013) and relate to compensation receivable for tax losses carried forward contributed to the ...

  • Page 267
    ... exchange rate of 1.2141. The loan is hedged into euro by a currency swap with Fiat Chrysler Finance Europe S.A. resulting in a â,¬135 million intercompany payable at December 31, 2014 reported under other financial liabilities. 10. Trade receivables At December 31, 2014, trade receivables totaled...

  • Page 268
    ...31, 2013 Allocation of prior year result Capital increase Merger Mandatory convertible Exit Rights Share-based payment Purchase of shares in subsidiaries from noncontrolling interests Net profit for the year Current period change in OCI, net of taxes Legal Reserve At December 31, 2014 Shareholders...

  • Page 269
    ... Financial Statements for details on the stock option and stock grant plans). 14. Provisions for employee benefits and other provisions At December 31, 2014, provisions for employee benefits and other provisions totaled â,¬27 million, a â,¬116 million decrease over year-end 2013, relating...

  • Page 270
    ...Total Other non-current liabilities 15 15 Other non-current liabilities relate to non-current post-employment benefits, being the present value of future benefits payable to a former CEO and management personnel that have left the Company. 17. Provisions for employee benefits and other current...

  • Page 271
    ... fair value. 19. Current debt At December 31, 2014, current debt totaled â,¬9,714 million, a â,¬5,934 million increase over December 31, 2013 and related to: At December 31, 2014 (â,¬ million) 2013 Change Intercompany debt: - Current account with Fiat Chrysler Finance S.p.A. - Short term loans...

  • Page 272
    ... of Group companies. The increase of â,¬1,358 million over December 31, 2013 related principally to the increase in borrowings in Brazil to fund the construction of the new plant in Pernambuco and new bonds issued by the subsidiary Fiat Chrysler Finance Europe S.A. net of repayments. Main guarantees...

  • Page 273
    ... other services were performed by Ernst & Young Accountants LLP. 23. Board remuneration Detailed information on Board of Directors compensation (including their shares and share options) is included in the Remuneration of Directors section of this Annual Report. 24. Subsequent Events The Group has...

  • Page 274
    ...declare and pay distribution of profits and other distributions in United States Dollars. Furthermore, subject to the approval of the general meeting of Shareholders and the Board of Directors having been designated as the body competent to pass a resolution for the issuance of shares in accordance...

  • Page 275
    ... and one day after the same have become payable, shall become the property of the Company. On January 28, 2015 the Board of Directors has declined to recommend a dividend payment on FCA common shares in order to further fund capital requirements of the Group's five-year business plan presented on...

  • Page 276
    ... REPORT Company Financial Statements Other Information f. The Company is not aware of the existence of any agreements with Shareholders which may result in restrictions on the transfer of shares or limitation of voting rights except the Lock-Up Agreements that the Company's Directors, members...

  • Page 277
    2014 | ANNUAL REPORT Company Financial Statements Notes to the Company Financial Statements 275 Appendix฀FCA Companies AT DECEMBER 31, 2014

  • Page 278
    ... ----- Subsidiaries consolidated on a line-by-line basis Business Auto: Car Mass-Market brands NAFTA 0847574 B.C. Unlimited Liability Company Auburn Hills Mezzanine LLC Auburn Hills Owner LLC Autodie LLC CG MID LLC Chrysler Canada Cash Services Inc. Chrysler Canada Inc. Chrysler de Mexico S.A. de...

  • Page 279
    ...of China India 10,000,000 4,500,000 143,629,774 10,000,000 EUR CNY AUD EUR 100.00 100.00 100.00 100.00 FCA US LLC Chrysler (Hong Kong) Automotive Limited FCA US LLC Chrysler (Hong Kong) Automotive Limited Chrysler Netherlands Distribution B.V. CHRYSLER GROUP DUTCH OPERATING LLC FCA US LLC Fiat Group...

  • Page 280
    ... S.A.S. Chrysler Group Egypt Limited Chrysler Group Middle East FZ-LLC Chrysler International GmbH Chrysler Italia S.r.l. Chrysler Jeep International S.A. Chrysler Management Austria GmbH Chrysler Mexico Investment Holdings Cooperatie U.A. Chrysler Nederland B.V. Chrysler Netherlands Distribution...

  • Page 281
    2014 | ANNUAL REPORT 279 Subsidiaries consolidated on a line-by-line basis (continued) Registered Office % of Group consolidation % interest held % of voting rights Name Country Share capital Currency Interest held by FIAT AUTOMOBILES SERBIA DOO KRAGUJEVAC Fiat Center (Suisse) S.A. Fiat ...

  • Page 282
    ... 100.00 FCA Italy S.p.A. Fiat Powertrain Technologies SpA 100.000 100.000 Business Auto: Luxury and Performance Brands Ferrari Ferrari S.p.A. 410 Park Display Inc. Ferrari Australasia Pty Limited Ferrari Cars International Trading (Shanghai) Co. Ltd. Ferrari Central / East Europe GmbH FERRARI FAR...

  • Page 283
    2014 | ANNUAL REPORT 281 Subsidiaries consolidated on a line-by-line basis (continued) Registered Office % of Group consolidation % interest held % of voting rights Name Country Share capital Currency Interest held by Components and Production Systems Magneti Marelli Magneti Marelli S.p.A. ...

  • Page 284
    282 2014 | ANNUAL REPORT Appendix - FCA Companies at December 31, 2014 Subsidiaries consolidated on a line-by-line basis (continued) Registered Office % of Group consolidation % interest held % of voting rights Name Country Share capital Currency Interest held by Magneti Marelli Cofap ...

  • Page 285
    2014 | ANNUAL REPORT 283 Subsidiaries consolidated on a line-by-line basis (continued) Registered Office % of Group consolidation % interest held % of voting rights Name Country Share capital Currency Interest held by Magneti Marelli Slovakia s.r.o. Magneti Marelli South Africa (Proprietary...

  • Page 286
    284 2014 | ANNUAL REPORT Appendix - FCA Companies at December 31, 2014 Subsidiaries consolidated on a line-by-line basis (continued) Registered Office % of Group consolidation % interest held % of voting rights Name Country Share capital Currency Interest held by Comau Comau S.p.A. COMAU (...

  • Page 287
    2014 | ANNUAL REPORT 285 Subsidiaries consolidated on a line-by-line basis (continued) Registered Office % of Group consolidation % interest held % of voting rights Name Country Share capital Currency Interest held by Fiat GmbH Fiat Group Purchasing France S.a.r.l. Fiat Group Purchasing ...

  • Page 288
    ... Business Auto: Car Mass-Market brands APAC Fiat India Automobiles Limited Ranjangaon India 24,451,596,600 INR 50.00 FCA Italy S.p.A. 50.000 EMEA Società Europea Veicoli Leggeri-Sevel S.p.A. Atessa Italy 68,640,000 EUR 50.00 FCA Italy S.p.A. 50.000 Jointly-controlled entities accounted for using...

  • Page 289
    2014 | ANNUAL REPORT 287 Jointly-controlled entities accounted for using the equity method (continued) Registered Office % of Group consolidation % interest held % of voting rights Name Country Share capital Currency Interest held by EMEA FGA CAPITAL S.p.A. FAL Fleet Services S.A.S. FC ...

  • Page 290
    ... S.A. 99.960 Subsidiaries valued at cost Business Auto: Car Mass-Market brands NAFTA CarCo Intermediate Mexico LLC CHRYSLER GROUP DUTCH OPERATING LLC Chrysler Receivables 1 Inc. Wilmington U.S.A. 1 USD 100.00 Chrysler Mexico Investment Holdings Cooperatie U.A. CNI CV Chrysler Canada Inc. 100.000...

  • Page 291
    ...EUR 100.00 CNI CV CHRYSLER GROUP DUTCH OPERATING LLC Chrysler UK Limited FCA US LLC FCA MINORITY LLC FCA Italy S.p.A. Comau S.p.A. FCA Italy S.p.A. Plastic Components and Modules Automotive S.p.A. Teksid S.p.A. FCA Italy S.p.A. Ferrari S.p.A. Fiat Powertrain Technologies SpA Maserati S.p.A. Abarth...

  • Page 292
    ... Turin Turin Turin Amsterdam Moscow India Italy Italy Italy Italy Netherlands Russia Turin Italy 120,000 EUR 97.73 Associated companies accounted for using the equity method Business Auto: Car Mass-Market brands APAC Hangzhou IVECO Automobile Transmission Technology Co., Ltd. Haveco Automotive...

  • Page 293
    ... Auto Private Ltd. in liquidation India Italy India 12,485,547,400 100,000 43,300,200 INR EUR INR 3.59 25.00 50.00 Business Auto: Luxury and Performance Brands Ferrari Senator Software Gmbh Munich Germany 25,565 EUR 39.69 Ferrari Financial Services AG 49.000 Components and Production Systems...

  • Page 294

  • Page 295
    Independent Auditor's Report

  • Page 296
    ... ï¬,ows for 2014 in accordance with International Financial Reporting Standards as adopted by the European Union (EU-IFRS) and with Part 9 of Book 2 of the Dutch Civil Code. The company financial statements give a true and fair view of the financial position of Fiat Chrysler Automobiles N.V. as...

  • Page 297
    ...reported to them, as well as smaller misstatements that in our view must be reported on qualitative grounds. Scope of our group audit Fiat Chrysler Automobiles N.V. is head of a group of entities. The financial information of this group is included in the consolidated financial statements of Fiat...

  • Page 298
    ... management judgment including estimates of future sales, gross margins, operating costs, terminal value growth rates, capital expenditures and the discount rate and the assumptions inherent in those estimates. The annual impairment test is significant to our audit because the assessment process...

  • Page 299
    ...evidence obtained up to the date of our auditor's report. However, future events or conditions may cause the Company to cease to continue as a going concern. Evaluating the overall presentation, structure and content of the financial statements, including the disclosures, and whether the financial...

  • Page 300
    ... we report that the report on operations, to the extent we can assess, is consistent with the financial statements. Appointment We were appointed by the audit committee as auditor of Fiat Chrysler Automobiles N.V. on October 28, 2014, as of the audit for the year 2014 and have operated as statutory...

  • Page 301
    2014 | ANNUAL REPORT 299 Contact Corporate Office: 25 St James's Street, London SW1A 1HA - U.K. Tel. ++44 (0) 207 7660311

  • Page 302
    ... on 100 gsm paper and the cover is 300 gsm. By using this paper, rather than a non-recycled paper, the environmental impact was reduced by: 301 kg of landfill CO2 60 kg of CO2 604 km travel in the average European car 9,373 liters of water 871 kWh of energy 489 kg...

  • Page 303
    2014 ANNUAL REPORT Fiat Chrysler Automobiles N.V. Registered Office: Amsterdam, The Netherlands Amsterdam Chamber of Commerce: 60372958 Corporate Office: 25 St James's Street, London SW1A 1HA U.K.