EX-99.1 2 exhibit991fcanv20160930int.htm EXHIBIT 99.1 Exhibit 99.1 FCA NV 2016.09.30 Interim Report


Exhibit 99.1

fcalargelogoa10.jpg

Interim Report
As of and for the three and nine months ended September 30, 2016



TABLE OF CONTENTS
 
Page
 
 
 
 
 
   Highlights 
 
 
 
 
 
 
   Outlook
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 



CERTAIN DEFINED TERMS
In this Interim Report, unless otherwise specified, the terms “we,” “our,” “us,” the “Company,” the “Group,” and “FCA” refer to Fiat Chrysler Automobiles N.V., together with its subsidiaries, or any one or more of them, as the context may require.
All references in this Interim Report to “Euro” and “€” refer to the currency introduced at the start of the third stage of European Economic and Monetary Union pursuant to the Treaty on the Functioning of the European Union, as amended. All references to “U.S. Dollars,” “U.S. Dollar,” “U.S.$” and “$” refer to the currency of the United States of America (or “U.S.”).

Forward-Looking Statements
This document, and in particular the section entitled “Outlook,” contains forward-looking statements. These statements may include terms such as “may,” “will,” “expect,” “could,” “should,” “intend,” “estimate,” “anticipate,” “believe,” “remain,” “on track,” “design,” “target,” “objective,” “goal,” “forecast,” “projection,” “outlook,” “prospects,” “plan,” or similar terms. Forward-looking statements are not guarantees of future performance. Rather, they are based on the Group's current expectations and projections about future events and, by their nature, are subject to inherent risks and uncertainties. They relate to events and depend on circumstances that may or may not occur or exist in the future and, as such, undue reliance should not be placed on them. Actual results may differ materially from those expressed in such statements as a result of a variety of factors, including: the Group's ability to reach certain minimum vehicle volumes; developments in global financial markets and general economic and other conditions; changes in demand for automotive products, which is highly cyclical; the Group's ability to enrich the product portfolio and offer innovative products; the high level of competition in the automotive industry; the Group's ability to expand certain of the Group's brands internationally; changes in the Group's credit ratings; the Group's ability to realize anticipated benefits from any acquisitions, joint venture arrangements and other strategic alliances; potential shortfalls in the Group's defined benefit pension plans; the Group's ability to provide or arrange for adequate access to financing for the Group's dealers and retail customers; the Group's ability to access funding to execute the Group's business plan and improve the Group's business, financial condition and results of operations; various types of claims, lawsuits and other contingent obligations against the Group; disruptions arising from political, social and economic instability; material operating expenditures in relation to compliance with environmental, health and safety regulations; developments in labor and industrial relations and developments in applicable labor laws; increases in costs; disruptions of supply or shortages of raw materials; exchange rate fluctuations, interest rate changes, credit risk and other market risks; political and civil unrest; earthquakes or other disasters and other risks and uncertainties.
Any forward-looking statements contained in this Interim Report speak only as of the date of this document and the Company does not undertake any obligation to update or revise publicly forward-looking statements. Further information concerning the Group and its businesses, including factors that could materially affect the Company's financial results, is included in the Company's reports and filings with the U.S. Securities and Exchange Commission (“SEC”), the Netherlands Authority for the Financial Markets (Autoriteit Financiële Markten, (the “AFM”), Borsa Italiana S.p.A. and Consob (collectively, the “CONSOB”).


    

3






MANAGEMENT DISCUSSION AND ANALYSIS
Highlights
Nine months ended September 30
 
 
 
Three months ended September 30
2016
 
2015 (1)
 
(€ million, except per share amounts)
 
2016
 
2015 (1)
81,299

 
81,181

 
Net revenues
 
26,836

 
26,798

3,708

 
2,147

 
EBIT
 
1,341

 
225

4,507

 
3,264

 
Adjusted EBIT (2)
 
1,500

 
1,163

2,177

 
299

 
Profit/(Loss) before taxes
 
813

 
(396
)
1,405

 
(103
)
 
Net profit/(loss) from continuing operations
 
606

 
(387
)
1,405

 
126

 
Net profit/(loss)
 
606

 
(299
)
 
 
 
 
Net profit/(loss) attributable to:
 
 
 
 
1,391

 
92

 
Owners of the parent
 
608

 
(306
)
14

 
34

 
Non-controlling interests   
 
(2
)
 
7

 
 
 
 
Net profit/(loss) from continuing operations attributable to:
 
 
 
 
1,391

 
(113
)
 
Owners of the parent
 
608

 
(385
)
14

 
10

 
Non-controlling interests
 
(2
)
 
(2
)
 
 
 
 
Earnings/(Loss) per share (3)
 
 
 
 
0.920

 
0.061

 
Basic earnings/(loss) per share
 
0.402

 
(0.202
)
0.890

 
0.061

 
Diluted earnings/(loss) per share
 
0.388

 
(0.202
)
 
 
 
 
Earnings/(Loss) per share for Net profit/(loss) from continuing operations (3)
 
 
 
 
0.920

 
(0.075
)
 
Basic earnings/(loss) per share
 
0.402

 
(0.255
)
0.890

 
(0.075
)
 
Diluted earnings/(loss) per share
 
0.388

 
(0.255
)
__________________________
(1) The Group's operating results for the three and nine months ended September 30, 2015, have been re-presented to exclude Ferrari, consistent with Ferrari's classification as a discontinued operation for the year ended December 31, 2015. Ferrari operating results are presented as a single line item within the Interim Condensed Consolidated Income Statements for the three and nine months ended September 30, 2015. The spin-off of Ferrari was completed on January 3, 2016 (refer to Note 2, Scope of consolidation, in the Interim Condensed Consolidated Financial Statements included elsewhere in this Interim Report).
(2)
Adjusted EBIT is calculated as EBIT excluding gains/(losses) on the disposal of investments, restructuring, impairments, asset write-offs and other unusual income/(expenses) which are considered rare or discrete events that are infrequent in nature. Refer to the sections - Non-GAAP Financial Measures, - Group Results and - Results by Segment below.
(3)
Refer to Note 19, Earnings/(Loss) per share, in the Interim Condensed Consolidated Financial Statements included elsewhere in this Interim Report for the calculation of Basic and Diluted earnings/(loss) per share.


(€ million, except number of employees)
 
At September 30, 2016
 
At December 31, 2015
Net Debt (4)
 
(8,222
)
 
(6,548
)
Of which: Net Industrial Debt (4)
 
(6,514
)
 
(5,049
)
Total Equity
 
17,407

 
16,255

Equity attributable to owners of the parent
 
17,227

 
16,092

Number of employees
 
234,489

 
238,162

__________________________
(4) The assets and liabilities of Ferrari were classified as Assets held for distribution and Liabilities held for distribution within the Consolidated Statement of Financial Position at December 31, 2015; as such the amounts related to Ferrari are not included in the amounts at December 31, 2015.



4



Non-GAAP Financial Measures

We monitor our operations through the use of several non-generally accepted accounting principles (“non-GAAP”) financial measures: Net Debt, Net Industrial Debt, Adjusted EBIT and certain information provided on a constant exchange rate basis. We believe that these non-GAAP financial measures provide useful and relevant information regarding our operating results and enhance the overall ability to assess our financial performance and financial position. They provide us with comparable measures which facilitate management’s ability to identify operational trends, as well as make decisions regarding future spending, resource allocations and other operational decisions. These and similar measures are widely used in the industry in which we operate, however, these financial measures may not be comparable to other similarly titled measures of other companies and are not intended to be substitutes for measures of financial performance and financial position as prepared in accordance with International Financial Reporting Standards (“IFRS”) as issued by the International Accounting Standards Board (“IASB”) and adopted by the European Union(5).

Net Debt and Net Industrial Debt: We believe these non-GAAP measures are useful in providing a measure of the Group’s total indebtedness after consideration of cash and cash equivalents and current securities. Refer to the section —Liquidity and Capital Resources below.    

Adjusted EBIT: We believe this non-GAAP measure is useful because it excludes items that we do not believe are indicative of the Group’s ongoing operating performance. We also believe that presenting this non-GAAP measure is useful for analysts and investors to understand how management assesses the Group’s ongoing operating performance on a consistent basis. Refer to the sections —Group Results and —Results by Segment below.

Constant Exchange Rate: The discussions within the sections —Group Results and —Results by Segment below include information about our results at constant exchange rates (“CER”), which is calculated by applying the prior-year average exchange rates to current financial data expressed in local currency in which the relevant financial statements are denominated (see Note 1, Basis of preparation, in the Interim Condensed Consolidated Financial Statements included elsewhere in this Interim Report for the exchange rates applied). Management’s evaluation of operating performance excludes the effects of currency fluctuations and in addition, we believe that results excluding the effect of currency fluctuations provide additional useful information to investors regarding the operating performance and trends in our business on a local currency basis.
























__________________________
(5)
There is no effect on the Interim Condensed Consolidated Financial Statements resulting from differences between IFRS as issued by the IASB and IFRS as adopted by the European Union.

5



Group Results
The following is a discussion of the Group's results of operations for the three and nine months ended September 30, 2016 compared to the three and nine months ended September 30, 2015, which includes a presentation of certain amounts as a percentage of Net revenues to facilitate comparisons between the periods presented.
The Group is no longer presenting the separate line item “Other income/(expenses)” and all amounts previously reported within the “Other income/(expenses)” line item have been reclassified to the line item “Selling, general and other costs” within the Interim Condensed Consolidated Income Statements for the three and nine months ended September 30, 2015. This reclassification had no effect on the Group's consolidated results of operations, financial position or cash flows.
The Group's operating results for the three and nine months ended September 30, 2015 have been re-presented to exclude Ferrari, consistent with Ferrari's classification as a discontinued operation for the year ended December 31, 2015. Ferrari's operating results are presented as a single line item within the Interim Condensed Consolidated Income Statements and the Interim Condensed Consolidated Statements of Comprehensive Income for the three and nine months ended September 30, 2015. The spin-off of Ferrari was completed on January 3, 2016 (refer to Note 2, Scope of Consolidation, in the Interim Condensed Consolidated Financial Statements included elsewhere in this Interim Report).
Nine months ended September 30
 
 
 
Three months ended September 30
2016
 
2015
 
(€ million)
 
2016

2015
81,299

 
81,181

 
Net revenues
 
26,836

 
26,798

69,928

 
71,264

 
Cost of sales
 
22,971

 
24,052

5,477

 
5,794

 
Selling, general and other costs
 
1,824

 
1,832

2,354

 
2,071

 
Research and development costs
 
789

 
701

221

 
120

 
Result from investments
 
80

 
25

13

 

 
Gains on disposal of investments
 
8

 

66

 
25

 
Restructuring costs/(income)
 
(1
)
 
13

3,708

 
2,147

 
EBIT
 
1,341

 
225

1,531

 
1,848

 
Net financial expenses
 
528

 
621

2,177

 
299

 
Profit/(Loss) before taxes
 
813

 
(396
)
772

 
402

 
Tax expense/(benefit)
 
207

 
(9
)
1,405

 
(103
)
 
Net profit/(loss) from continuing operations
 
606

 
(387
)

 
229

 
Profit from discontinued operations, net of tax
 

 
88

1,405

 
126

 
Net profit/(loss)
 
606

 
(299
)
 
 
 
 
Net profit/(loss) attributable to:
 
 
 
 
1,391

 
92

 
Owners of the parent
 
608

 
(306
)
14

 
34

 
Non-controlling interests
 
(2
)
 
7










6



Net revenues
Nine months ended September 30
 
Increase/(decrease)
 
(€ million)
 
Three months ended September 30
 
Increase/(decrease)
2016
 
2015
 
%
 
CER
 
 
2016
 
2015
 
%
 
CER
81,299

 
81,181

 
0.1
%
 
1.6
%
 
Net revenues
 
26,836

 
26,798

 
0.1
%
 
0.5
%
Refer to the section Results by Segment below for a detailed discussion of Net revenues for each of our six reportable segments (NAFTA, LATAM, APAC, EMEA, Maserati and Components) for the three and nine months ended September 30, 2016 compared to the corresponding periods in 2015.

Cost of sales
Nine months ended September 30
 
Increase/(decrease)
 
(€ million)
 
Three months ended September 30
 
Increase/(decrease)
2016
 
2015
 
%
 
CER
 
 
2016
 
2015
 
%
 
CER
69,928

 
71,264

 
(1.9
)%
 
(0.4
)%
 
Cost of sales
 
22,971

 
24,052

 
(4.5
)%
 
(4.2
)%
86.0
%
 
87.8
%
 
 
 
Cost of sales as % of Net revenues
 
85.6
%
 
89.8
%
 
 
The decrease in Cost of sales for the three and nine months ended September 30, 2016 compared to the corresponding periods in 2015 was primarily related to (i) lower volumes and (ii) lower warranty costs, which were partially offset by (iii) vehicle mix and (iv) higher product costs for content enhancements and manufacturing costs, net of efficiencies. The decrease in Cost of sales was primarily attributable to decreases in NAFTA and APAC, partially offset by the increase in EMEA and Maserati.
The decrease in Cost of sales in NAFTA for the three months ended September 30, 2016 was primarily due to the decrease in volumes, purchasing efficiencies, lower warranty costs and the change in estimate for the campaign accrual of €761 million that was recognized in 2015 (refer to the section Results by Segment-NAFTA below). These decreases were partially offset by vehicle mix and higher product costs for content enhancements. The decrease in Cost of sales in NAFTA for the nine months ended September 30, 2016 was mainly due to the decrease in volumes, purchasing efficiencies and lower warranty costs, which were partially offset by vehicle mix and higher product costs for content enhancements.
The decrease in Cost of sales in APAC for the three and nine months ended September 30, 2016 was mainly due to decreased volumes attributable to lower levels of imports replaced by localized production through the GAC Fiat Chrysler Automobiles Co. Ltd joint venture in China (“GAC FCA JV”), which is accounted for using the equity method of accounting, as well as lower volumes in Australia, which were partially offset by vehicle mix. The increase in Cost of sales in EMEA for the three and nine months ended September 30, 2016 was mainly due to the increase in volumes.
In addition, the decrease in Cost of sales for the nine months ended September 30, 2016 compared to the corresponding period in 2015 was also attributable to the decrease in LATAM as a result of the decrease in volumes and unfavorable foreign exchange effects from the devaluation of the Brazilian Real, which were partially offset by vehicle mix.    
Selling, general and other costs
Nine months ended September 30
 
Increase/(decrease)
 
 
 
Three months ended September 30
 
Increase/(decrease)
2016
 
2015
 
%
 
CER
 
(€ million)
 
2016
 
2015
 
%
 
CER
5,477

 
5,794

 
(5.5
)%
 
(3.7
)%
 
Selling, general and other costs
 
1,824

 
1,832

 
(0.4
)%
 
(0.2
)%
6.7
%
 
7.1
%
 
 
 
Selling, general and other costs as % of Net revenues
 
6.8
%
 
6.8
%
 
 

7



Selling, general and other costs include advertising, personnel, and administrative costs. Advertising costs amounted to 46.7 percent and 46.8 percent of total Selling, general and other costs for the three and nine months ended September 30, 2016, respectively. Advertising costs amounted to 46.4 percent of total Selling, general and other costs for the three and nine months ended September 30, 2015.
The decrease in Selling, general and other costs for the three and nine months ended September 30, 2016 compared to the corresponding period in 2015 was primarily due to (i) lower marketing costs in APAC, which are now incurred by the GAC FCA JV as a result of the shift to localized production in China and (ii) lower costs in LATAM, which were partially offset by (iii) higher advertising costs in NAFTA to support product launches, (iv) higher advertising costs in EMEA and (v) an increase in Maserati for commercial launch activities.
Selling, general and other costs for the nine months ended September 30, 2015 included the €81 million charge related to the consent order agreed with U.S. National Highway Traffic Safety Administration (“NHTSA”) resolving the issues raised by NHTSA with respect to FCA US’s execution of 23 recall campaigns in NHTSA's Special Order issued to FCA US on May 22, 2015.

Research and development costs
Nine months ended September 30
 
Increase/(decrease)
 
 
 
Three months ended September 30
 
Increase/(decrease)
2016
 
2015
 
%
 
CER
 
(€ million)
 
2016
 
2015
 
%
 
CER
1,251

 
1,176

 
6.4
%
 
7.4
%
 
Research and development expensed
 
389

 
400

 
(2.8
)%
 
(2.0
)%
1,096

 
893

 
22.7
%
 
24.3
%
 
Amortization of capitalized development costs
 
393

 
301

 
30.6
 %
 
29.9
 %
7

 
2

 
n.m.

 
n.m.

 
Write-down of capitalized development costs
 
7

 

 
n.m.

 
n.m.

2,354

 
2,071

 
13.7
%
 
14.9
%
 
Total Research and development costs
 
789

 
701

 
12.6
 %
 
12.7
 %

Nine months ended September 30
 
 
 
Three months ended September 30
2016
 
2015
 
 
 
2016
 
2015
1.5
%
 
1.4
%
 
Research and development expensed as % of Net revenues
 
1.4
%
 
1.5
%
1.3
%
 
1.1
%
 
Amortization of capitalized development costs as % of Net revenues
 
1.5
%
 
1.1
%
2.9
%
 
2.6
%
 
Total Research and development costs as % of Net revenues
 
2.9
%
 
2.6
%
_________________________
n.m.- number is not meaningful
The increase in Research and development expensed during the nine months ended September 30, 2016 compared to the corresponding period in 2015 was primarily attributable to EMEA.
The increase in amortization of capitalized development costs during the three and nine months ended September 30, 2016 compared to the corresponding periods in 2015 was mainly attributable to the all-new Chrysler Pacifica and the Jeep Renegade in NAFTA.

8



Total research and development expenditures were as follows:
Nine months ended September 30
 
Increase/
(decrease)
 
 
 
Three months ended September 30
 
Increase/
(decrease)
2016
 
2015
 
%
 
(€ million)
 
2016
 
2015
 
%
1,794

 
1,797

 
(0.2
)%
 
Development costs capitalized
 
589

 
576

 
2.3
 %
1,251

 
1,176

 
6.4
 %
 
Research and development expensed
 
389

 
400

 
(2.8
)%
3,045

 
2,973

 
2.4
 %
 
Total Research and development expenditures
 
978

 
976

 
0.2
 %
58.9
%
 
60.4
%
 
 
 
Development costs capitalized as % of total research and development expenditures
 
60.2
%
 
59.0
%
 
 
3.7
%
 
3.7
%
 
 
 
Total Research and development expenditures as a % of Net revenues
 
3.6
%
 
3.6
%
 
 
Result from investments
Nine months ended September 30
 
Increase/
(decrease)
 
 
 
Three months ended September 30
 
Increase/
(decrease)
2016
 
2015
 
%
 
(€ million)
 
2016
 
2015
 
%
221

 
120

 
84.2
%
 
Result from investments
 
80

 
25

 
220.0
%
The increase in Result from investments for the three and nine months ended September 30, 2016 compared to the corresponding periods in 2015 was primarily attributable to (i) improved results from the GAC FCA JV, which is within APAC due to the shift to localized production in China, as well as (ii) improved results from the joint venture with FCA Bank S.p.A. (“FCA Bank”), which is within EMEA.
EBIT
Nine months ended September 30
 
Increase/(decrease)
 
 
 
Three months ended September 30
 
Increase/(decrease)
2016
 
2015
 
%
 
CER
 
(€ million)
 
2016
 
2015
 
%
 
CER
3,708

 
2,147

 
72.7
%
 
74.1
%
 
EBIT
 
1,341

 
225

 
496.0
%
 
506.2
%
The increase in EBIT during the three months ended September 30, 2016 compared to the same period in 2015 was attributable to increases in: (i) NAFTA of €716 million, (ii) APAC of €253 million, (iii) Maserati of €91 million, (iv) EMEA of €84 million and (v) Components of €14 million, which were partially offset by (vi) the decrease in LATAM of €46 million.
The increase in EBIT during the nine months ended September 30, 2016 compared to the same period in 2015 was primarily attributable to increases in all of the Group's segments: (i) NAFTA of €895 million, (ii) EMEA of €236 million, (iii) APAC of €206 million, (iv) LATAM of €136 million, (v) Maserati of €67 million and (vi) Components of €38 million.
Adjusted EBIT
Nine months ended September 30
 
Increase/(decrease)
 
 
 
Three months ended September 30
 
Increase/(decrease)
2016
 
2015
 
%
 
CER
 
(€ million)  
 
2016
 
2015
 
%
 
CER
4,507

 
3,264

 
38.1
%
 
39,3%
 
Adjusted EBIT
 
1,500

 
1,163

 
29.0
%
 
30.8
%
Adjusted EBIT is calculated as EBIT excluding: gains/(losses) on the disposal of investments, restructuring, impairments, asset write-offs and other unusual income/(expenses) that are considered rare or discrete events that are infrequent in nature.

9



The increase in Adjusted EBIT during the three months ended September 30, 2016 compared to the same period in 2015 was primarily attributable to (i) €103 million primarily driven by favorable mix, (ii) €57 million from positive net price, (iii) a decrease in industrial costs of €136 million mainly related to purchasing efficiencies and lower warranty costs, net of higher product costs for content enhancements and manufacturing costs as well as (iv) improved results from the GAC FCA JV, which were partially offset by (v) an increase of €47 million in selling, general and administrative costs as a result of the increase in advertising and commercial launch costs for new vehicles.
The increase in Adjusted EBIT during the nine months ended September 30, 2016 compared to the same period in 2015 was primarily attributable to (i) €753 million primarily driven by favorable mix, (ii) €200 million from positive net price, (iii) a decrease in industrial costs of €141 million mainly related to purchasing efficiencies and lower warranty costs, net of higher product costs for content enhancements and manufacturing costs, as well as (iv) €162 million mainly attributable to improved results from the GAC FCA JV as well as the joint venture with FCA Bank.
The following table is the reconciliation of Adjusted EBIT to EBIT, which is the most directly comparable measure included in the Consolidated Income Statement:
Nine months ended September 30
 
 
 
Three months ended September 30
2016
 
2015
 
(€ million)
 
2016
 
2015
4,507

 
3,264

 
Adjusted EBIT
 
1,500

 
1,163


 
(761
)
 
Change in estimate for future recall campaign costs
 

 
(761
)

 
(142
)
 
Tianjin (China) port explosions
 

 
(142
)
(414
)
 

 
Recall campaigns - airbag inflators
 

 

(157
)
 

 
Planned recall - in litigation with supplier
 
(157
)
 

(156
)
 

 
NAFTA capacity realignment
 

 

(19
)
 
(80
)
 
Venezuela currency devaluation
 

 


 
(81
)
 
NHTSA consent order
 

 

(66
)
 
(25
)
 
Restructuring costs/(income)
 
1

 
(13
)
(16
)
 
(15
)
 
Impairment expense
 
(16
)
 
(11
)
13

 

 
Gains on disposal of investments
 
8

 

16

 
(13
)
 
Other
 
5

 
(11
)
(799
)
 
(1,117
)
 
Total adjustments
 
(159
)
 
(938
)
3,708

 
2,147

 
EBIT
 
1,341

 
225

Refer to the section —Results by Segment below for a detailed discussion of Adjusted EBIT for each of our six reportable segments (NAFTA, LATAM, APAC, EMEA, Maserati and Components) for the three and nine months ended September 30, 2016 compared to the corresponding periods in 2015.
Net financial expenses
Nine months ended September 30
 
Increase/(decrease)
 
 
 
Three months ended September 30
 
Increase/(decrease)
2016
 
2015
 
%
 
CER
 
(€ million)  
 
2016
 
2015
 
%
 
CER
1,531

 
1,848

 
(17.2
)%
 
(13.3
)%
 
Net financial expenses
 
528

 
621

 
(15.0
)%
 
(16.6
)%
The decrease in Net financial expenses during the three and nine months ended September 30, 2016 compared to the corresponding periods in 2015 was primarily due to the reduction in gross debt and refinancing at lower rates.

10



Tax expense/(benefit)
Nine months ended September 30
 
Increase/(decrease)
 
 
 
Three months ended September 30
 
Increase/(decrease)
2016
 
2015
 
%
 
CER
 
(€ million)  
 
2016
 
2015
 
%
 
CER
772

 
402

 
92.0
%
 
85.1
%
 
Tax expense/(benefit)
 
207

 
(9
)
 
n.m.
 
n.m.
_________________________
n.m. - number is not meaningful

The increase in Tax expense during the three and nine months ended September 30, 2016 compared to the corresponding periods in 2015 was attributable to increased Profit before taxes and unrecognized deferred tax assets in Brazil, partially offset by increased tax credits and incentives.    
Results by Segment
The following is a discussion of Net revenues, Adjusted EBIT and shipments for each of our six reportable segments for the three and nine months ended September 30, 2016 compared to the three and nine months ended September 30, 2015.
(€ million, except shipments which are in thousands of units)
 
Net revenues
 
Adjusted EBIT
 
Shipments
 
Three months ended September 30
 
2016
 
2015
 
2016
 
2015
 
2016
 
2015
NAFTA
 
16,810


17,704

 
1,281


1,186

 
627


685

LATAM
 
1,491


1,515

 
(16
)

28

 
111


140

APAC
 
861


842

 
21


(83
)
 
22


30

EMEA
 
5,070


4,611

 
104


20

 
295


250

Maserati
 
873


516

 
103


12

 
11


7

Components
 
2,390

 
2,348

 
112


98

 

 

Other activities
 
191

 
213

 
(36
)
 
(48
)
 

 

Unallocated items & adjustments (6)   
 
(850
)
 
(951
)
 
(69
)
 
(50
)
 

 

Total
 
26,836

 
26,798

 
1,500

 
1,163

 
1,066

 
1,112


(€ million, except shipments which are in thousands of units)
 
Net revenues
 
Adjusted EBIT
 
Shipments
 
Nine months ended September 30
 
2016
 
2015
 
2016
 
2015
 
2016
 
2015
NAFTA
 
51,425


51,067

 
3,882


3,114

 
1,942


1,995

LATAM
 
4,271


4,917

 
(5
)

(116
)
 
325


413

APAC
 
2,767


3,877

 
75


29

 
70


123

EMEA
 
15,880


14,765

 
343


102

 
966


843

Maserati
 
1,960


1,649

 
155


91

 
24


22

Components
 
7,139


7,332

 
309


262

 

 

Other activities
 
571

 
621

 
(116
)
 
(109
)
 

 

Unallocated items & adjustments (6)   
 
(2,714
)
 
(3,047
)
 
(136
)
 
(109
)
 

 

Total
 
81,299

 
81,181

 
4,507


3,264

 
3,327

 
3,396

__________________________
(6) Primarily includes intercompany transactions which are eliminated in consolidation.


11



NAFTA
Nine months ended September 30
 
Increase/(decrease)
 
 
 
Three months ended September 30
 
Increase/(decrease)
2016
 
2015
 
%
 
CER
 
 
2016

2015
 
%
 
CER
1,942

 
1,995

 
(2.7
)%
 

 
Shipments (thousands of units)
 
627

 
685

 
(8.5
)%
 

51,425

 
51,067

 
0.7
 %
 
1.4
%
 
Net revenues (€ million)
 
16,810

 
17,704

 
(5.0
)%
 
(4.7
)%
3,882

 
3,114

 
24.7
 %
 
25.1
%
 
Adjusted EBIT (€ million)
 
1,281

 
1,186

 
8.0
 %
 
8.3
 %
7.5
%
 
6.1
%
 
+ 140 bps

 
 
 
Adjusted EBIT margin (%)
 
7.6
%
 
6.7
%
 
+ 90 bps

 
 

Three months ended September 30, 2016
The Group's market share(7) in the U.S. of 12.5 percent in the three months ended September 30, 2016 reflected an increase of 30 bps from the same period in 2015.
Shipments
The decrease in NAFTA shipments in the three months ended September 30, 2016 compared to the same period in 2015 was primarily due to the planned reduction in Chrysler 200 and Dodge Dart volumes in connection with the NAFTA capacity realignment plan and reflected decreases in (i) the U.S. of 45 thousand units (-8 percent), (ii) Canada of 9 thousand units (-13 percent) and (iii) Mexico of 4 thousand units (-13 percent).
Net revenues
The decrease in NAFTA Net revenues of €0.9 billion in the three months ended September 30, 2016 compared to the same period in 2015 was primarily due to lower shipments, net of favorable mix, which reflected favorable vehicle mix that more than offset the higher fleet mix.
Adjusted EBIT
The increase in NAFTA Adjusted EBIT in the three months ended September 30, 2016 compared to the same period in 2015 was mainly attributable to (i) a decrease in industrial costs of €285 million attributable to purchasing efficiencies and lower warranty costs, net of higher product costs for content enhancements and higher manufacturing costs, (ii) positive net pricing, net of the negative foreign exchange transaction effects from the Canadian Dollar and Mexican Peso, which were partially offset by (iii) €204 million from lower shipments, net of favorable mix, as discussed above, and (iv) higher advertising costs to support product launches.
Adjusted EBIT for the three months ended September 30, 2016 excluded net charges of €149 million, of which €157 million recognized within Cost of sales related to estimated costs associated with a planned recall for which there is ongoing litigation with a component supplier. Although FCA believes the component supplier has responsibility for the recall, no recovery has been recognized as of September 30, 2016 as a resolution with the supplier had not yet been reached.

As a result of increases in both the cost and frequency of recall campaigns during 2015 and increased regulatory activity across the industry in the U.S and Canada, an additional actuarial analysis that gave greater weight to the more recent calendar year trends in recall campaign experience was added to the adequacy assessment to estimate future recall costs in the three months ended September 30, 2015. This reassessment resulted in a change in estimate for the campaign accrual of €761 million for the U.S. and Canada for estimated future recall campaign costs for vehicles sold in periods prior to the third quarter of 2015 that was recognized in Cost of sales and which was excluded from Adjusted EBIT for the three months ended September 30, 2015. In addition, and in connection with this reassessment, we recorded a €65 million charge in Cost of sales related to the increase in the accrual rate per vehicle for vehicles sold during the three months ended September 30, 2015, which was included in Adjusted EBIT.
_________________________
(7) The Group's estimated market share data presented are based on management’s estimates of industry sales data, which use certain data provided by third-party sources, including IHS Markit and Ward’s Automotive. Sales data represents sales to retail and fleet customers and limited deliveries to Group-related persons. Sales by dealers to customers are reported through a new vehicle delivery system. Reporting methodology consistent with FCA US press release issued on July 26, 2016. Refer to the section- Recent Developments below for additional information.

12



Nine months ended September 30, 2016

Shipments

The decrease in NAFTA shipments in the nine months ended September 30, 2016 compared to the same period in 2015 was attributable to decreases in (i) the U.S. of 33 thousand units (-2 percent), (ii) Canada of 10 thousand units (-4 percent) and (iii) Mexico of 10 thousand units (-15 percent).
Net revenues
The increase in NAFTA Net revenues in the nine months ended September 30, 2016 compared to the same period in 2015 was primarily attributable to (i) a net effect of €0.5 billion related to favorable vehicle mix, which offset the higher fleet mix, and lower shipments mainly as a result of the reduction in Chrysler 200 and Dodge Dart volumes in connection with the NAFTA capacity realignment plan as well as (ii) €0.1 billion related to positive net pricing actions, net of the negative foreign currency transaction effects from the Canadian Dollar and Mexican Peso, which were partially offset by (iii) unfavorable foreign currency translation effects of €0.3 billion.
Adjusted EBIT
The increase in NAFTA Adjusted EBIT in the nine months ended September 30, 2016 compared to the same period in 2015 was primarily attributable to (i) €356 million largely related to improved vehicle mix, net of the higher fleet mix and lower shipments, (ii) positive net price of €104 million and (iii) a decrease in industrial costs of €265 million primarily related to purchasing efficiencies and lower warranty costs, net of higher product costs for content enhancements and higher manufacturing costs.
Adjusted EBIT for the nine months ended September 30, 2016 excluded net charges of €717 million, of which €414 million was for the estimated costs of recall campaigns related to Takata airbag inflators. These charges, which were recorded in Cost of sales, were recognized to adjust the warranty provision for estimated costs associated with the recall campaigns related to Takata airbag inflators mainly due to an expansion in May 2016 of the population recalled. As the charges for the warranty adjustment are due to an industry wide recall resulting from parts manufactured by Takata, and due to the financial uncertainty of Takata, we believe these charges were unusual in nature, and as such, these charges were excluded from Adjusted EBIT (refer to Note 16, Guarantees granted, commitments and contingent liabilities, in our Interim Condensed Consolidated Financial Statements included elsewhere in this Interim Report for additional information). In addition, Adjusted EBIT for the nine months ended September 30, 2016 excluded charges of €157 million that were recorded in Cost of sales relating to estimated costs associated with a planned recall for which there is ongoing litigation with a component supplier, as well as €156 million, which was also recognized within Cost of sales, related to net incremental costs from the implementation of the Group's plan to realign its existing capacity in NAFTA to better meet market demand for pickup trucks and utility vehicles.

Adjusted EBIT for the nine months ended September 30, 2015 excluded the €761 million adjustment related to the change in estimate of future recall campaign costs for vehicles sold in prior periods, as described above, and also excluded the €81 million charge related to the consent order agreed with NHTSA resolving the issues raised by NHTSA with respect to FCA US’s execution of 23 recall campaigns in NHTSA's Special Order issued to FCA US on May 22, 2015.

LATAM
Nine months ended September 30
 
Increase/(decrease)
 
 
 
Three months ended September 30
 
Increase/(decrease)
2016
 
2015
 
%
 
CER
 
 
2016
 
2015
 
%
 
CER
325

 
413

 
(21.3
)%
 

 
Shipments (thousands of units)
 
111

 
140

 
(20.7
)%
 

4,271

 
4,917

 
(13.1
)%
 
(3.9
)%
 
Net revenues (€ million)
 
1,491

 
1,515

 
(1.6
)%
 
(7.2
)%
(5
)
 
(116
)
 
95.7
 %
 
99.5
 %
 
Adjusted EBIT (€ million)
 
(16
)
 
28

 
n.m.

 
n.m.

(0.1
)%
 
(2.4
)%
 
+ 230 bps

 
 
 
Adjusted EBIT margin (%)
 
(1.1
)%
 
1.8
%
 
n.m.

 
 
_________________________
n.m. - number is not meaningful

13



Three months ended September 30, 2016

The Group continued to be the market leader in Brazil with a market share(8) of 18.6 percent while the Group's market share in LATAM was 12.9 percent for the three months ended September 30, 2016.

Shipments

The decrease in LATAM shipments in the three months ended September 30, 2016 compared to the same period in 2015 was primarily attributable to (i) 30 thousand fewer units (-26 percent) in Brazil, which reflected the poor trading conditions in Brazil due to the continued macroeconomic weakness, partially offset by (ii) an increase of 2 thousand units (+8 percent) in Argentina.    

Net revenues
The slight decrease in LATAM Net revenues in the three months ended September 30, 2016 compared to the same period in 2015 was mainly due to lower volumes that were partially offset by favorable vehicle mix mainly from the all-new Fiat Toro.

Adjusted EBIT
The decrease in LATAM Adjusted EBIT in the three months ended September 30, 2016 compared to the same period in 2015 was primarily attributable to (i) an increase in industrial costs of €50 million mainly due to higher input costs driven by inflation and foreign exchange effects, which was partially offset by (ii) positive vehicle mix, net of the decrease in volumes, as described above, and (iii) a decrease in selling, general and administrative costs driven by the continued cost reduction initiatives to align with market volume.
Nine months ended September 30, 2016
Shipments
The decrease in LATAM shipments in the nine months ended September 30, 2016 compared to the same period in 2015 was primarily attributable to (i) 96 thousand fewer units (-28 percent) in Brazil, which reflected the poor trading conditions in Brazil due to the continued macroeconomic weakness, partially offset by (ii) an increase of 7 thousand units (+13 percent) in Argentina.    
Net revenues
The decrease in LATAM Net revenues in the nine months ended September 30, 2016 compared to the same period in 2015 was primarily attributable to (i) €0.2 billion from lower volumes, net of favorable vehicle mix mainly driven by the all-new Fiat Toro and Jeep Renegade and (ii) €0.4 billion from unfavorable foreign exchange effects from the devaluation of the Brazilian Real.





_________________________
(8) The Group's estimated market share data presented are based on management’s estimates of industry sales data, which use certain data provided by third-party sources, including IHS Markit, National Organization of Automotive Vehicles Distribution and Association of Automotive Producers.

14



Adjusted EBIT
The increase in LATAM Adjusted EBIT in the nine months ended September 30, 2016 compared to the same period in 2015 was primarily attributable to (i) favorable vehicle mix effect, net of the decrease in volumes, (ii) a decrease in industrial costs of €21 million mainly due to efficiencies and the non-recurring launch costs of the Pernambuco plant in 2015, that were partially offset by higher input costs driven by inflation and (iii) a decrease in selling, general and administrative costs of €47 million mainly driven by the continued cost reduction initiatives to align with market volume.
Adjusted EBIT for the nine months ended September 30, 2016 excluded total charges of €72 million, of which €50 million related to restructuring costs primarily to adjust the workforce reflecting current market conditions in Brazil, and €19 million related to the adoption of the new floating exchange rate and the related re-measurement of the Group's net monetary assets in Venezuela that was recognized within Cost of sales, as described in Note 17, Venezuela currency regulations and devaluation, in the Interim Condensed Consolidated Financial Statements included elsewhere in this Interim Report.
Adjusted EBIT for the nine months ended September 30, 2015 excluded the total €80 million charge resulting from the adoption of the SIMADI exchange rate at June 30, 2015 due to the deterioration of the economic conditions in Venezuela (€53 million) and the write-down of inventory in Venezuela to the lower of cost or net realizable value that was recognized within Cost of sales (€27 million) (refer to Note 17, Venezuela currency regulations and devaluation, in the Interim Condensed Consolidated Financial Statements included elsewhere in this Interim Report).
Venezuela

During the nine months ended September 30, 2016, we continued to control and consolidate our Venezuelan operations. We continue 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 €130 million using the current exchange rate of 658.9 VEF to U.S. Dollar. 

APAC
Nine months ended September 30
 
Increase/(decrease)
 
 
 
Three months ended September 30
 
Increase/(decrease)
2016
 
2015
 
%
 
CER
 
 
2016
 
2015
 
%
 
CER
70

 
123

 
(43.1
)%
 

 
Shipments (thousands of units)
 
22

 
30

 
(26.7
)%
 

2,767

 
3,877

 
(28.6
)%
 
(27.2
)%
 
Net revenues (€ million)
 
861

 
842

 
2.3
 %
 
1.9
%
75

 
29

 
158.6
 %
 
175.2
 %
 
Adjusted EBIT (€ million)
 
21

 
(83
)
 
n.m.

 
n.m.

2.7
%
 
0.7
%
 
+ 200 bps

 
 
 
Adjusted EBIT margin (%)
 
2.4
%
 
(9.9
)%
 
n.m.

 
 
_________________________
n.m. - number is not meaningful

The production of the Jeep Renegade started in 2016 in the Guangzhou plant of our GAC FCA JV. This represents the second locally produced Jeep SUV in China. As a result of the increased local production by the GAC FCA JV, the Group is importing fewer vehicles into China. As the GAC FCA JV is accounted for using the equity method of accounting, the results of the joint venture are recognized in the line item Result from investments in the Consolidated Income Statement, rather than being consolidated on a line by line basis. This shift to localized production in China has the effect of decreasing Net revenues and other lines of the Consolidated Income Statement due to fewer shipments through our consolidated operations in China. As this trend continues, the results from the GAC FCA JV, which are included in EBIT and Adjusted EBIT, become increasingly important to understanding our results from operations in APAC.


15




Three months ended September 30, 2016

Shipments
Shipments including vehicles produced by the GAC FCA JV, were 61 thousand units in the three months ended September 30, 2016, which reflected an increase of 69 percent from the same period in 2015. In addition, Jeep sales increased 76 percent, which was driven by higher sales of the locally produced Jeep Cherokee and Jeep Renegade in China.
Net revenues
The slight increase in APAC Net revenues in the three months ended September 30, 2016 compared to the same period in 2015 was primarily due to favorable vehicle mix in China and increased sales of components to the GAC FCA JV, which were partially offset by lower shipments resulting from the shift to localized production, as described above.
Adjusted EBIT     
The increase in APAC Adjusted EBIT in the three months ended September 30, 2016 compared to the same period in 2015 was primarily attributable to (i) €40 million positive net effect from favorable vehicle mix and lower imported volumes in China due to the transition to local Jeep production, (ii) a decrease of €33 million in selling, general and administrative costs mainly related to marketing costs which are now incurred by the GAC FCA JV and (iii) a positive effect of €71 million primarily from improved results from the GAC FCA JV driven by the local production of Jeep in China as well as favorable foreign exchange effects, which were partially offset by (iv) unfavorable net price of €23 million due to incentives for the completion of the sell-out of discontinued and other imported vehicles and (v) an increase of €17 million in industrial costs due to unfavorable foreign exchange transaction effects.
APAC Adjusted EBIT for the three months ended September 30, 2015 excluded the total €142 million charge for the write-down of inventory (€53 million, recorded within Cost of sales) and incremental incentives (€89 million, recorded as a reduction to Net revenues) for vehicles affected by the explosions at the Port of Tianjin in August 2015.
Nine months ended September 30, 2016

Shipments
The decrease in APAC shipments in the nine months ended September 30, 2016 compared to the same period in 2015 was primarily attributable to the transition to Jeep localized production in China as well as lower volumes in Australia due to pricing actions to offset the weakened Australian Dollar.
Net revenues
The decrease in APAC Net revenues of €1.1 billion in the nine months ended September 30, 2016 compared to the same period in 2015 was primarily due to lower shipments mainly due to localized Jeep production in China, which was partially offset by favorable vehicle mix and increased sales of components to the GAC FCA JV.
Adjusted EBIT     
The increase in APAC Adjusted EBIT in the nine months ended September 30, 2016 compared to the same period in 2015 was primarily attributable to (i) a decrease of €108 million in selling, general and administrative costs mainly related to marketing costs which are now incurred by the GAC FCA JV, (ii) a positive effect of €99 million primarily from improved results from the GAC FCA JV driven by the local production of Jeep in China as well as favorable foreign exchange effects, which were partially offset by (iii) €151 million from lower imported volumes in China due to the transition to local Jeep production, net of favorable vehicle mix and (iv) unfavorable net price due to incentives for the completion of the sell-out of discontinued and other imported vehicles.

16



APAC Adjusted EBIT for the nine months ended September 30, 2015 excluded the total €142 million charge for the write-down of inventory (€53 million, recorded within Cost of sales) and incremental incentives (€89 million, recorded as a reduction to Net revenues) for vehicles affected by the explosions at the Port of Tianjin in August 2015.
EMEA
Nine months ended September 30
 
Increase/(decrease)
 
 
 
Three months ended September 30
 
Increase/(decrease)
2016
 
2015
 
%
 
CER
 
 
2016
 
2015
 
%
 
CER
966

 
843

 
14.6
%
 

 
Shipments (thousands of units)
 
295

 
250

 
18.0
%
 

15,880

 
14,765

 
7.6
%
 
8.8
%
 
Net revenues (€ million)
 
5,070

 
4,611

 
10.0
%
 
11.7
%
343

 
102

 
236.3
%
 
238.2
%
 
Adjusted EBIT (€ million)
 
104

 
20

 
420.0
%
 
414.2
%
2.2
%
 
0.7
%
 
+ 150 bps

 
 
 
Adjusted EBIT margin (%)
 
2.1
%
 
0.4
%
 
+ 170 bps

 
 
Three months ended September 30, 2016
In the three months ended September 30, 2016, the Group's market share(9) in the European Union for passenger cars increased by 40 bps to 6.1 percent from 5.7 percent in the same period in 2015. In addition, the Group's market share for light commercial vehicles (“LCVs”) increased by 30 bps to 11.0 percent in the three months ended September 30, 2016 from 10.7 percent in the same period in 2015(10).
Shipments
The increase in EMEA shipments in the three months ended September 30, 2016 compared to the same period in 2015 was due to (i) an increase in passenger car shipments to 229 thousand units (+16 percent) driven by the all-new Fiat Tipo family and (ii) an increase in shipments of LCVs to 66 thousand units (+24 percent).
Net revenues
The increase in EMEA Net revenues of €0.5 billion in the three months ended September 30, 2016 compared to the same period in 2015 was mainly attributable to the increase in volumes and favorable vehicle mix.

Adjusted EBIT
The increase in EMEA Adjusted EBIT in the three months ended September 30, 2016 compared to the same period in 2015 was primarily attributable to (i) a total positive effect of €130 million related to higher volumes and favorable vehicle mix mainly from the Fiat 500 and Fiat Tipo families and LCVs, and (ii) improved results from the joint ventures with FCA Bank and with Tofas-Turk Otomobil Fabrikasi A.S. (“Tofas”), as well as favorable foreign exchange effects, which were partially offset by (iii) an increase in industrial costs of €48 million due to higher research and development and manufacturing costs, net of purchasing efficiencies and (iv) an increase in selling, general and administrative costs of €35 million mainly due to higher advertising costs to support new product launches.

Nine months ended September 30, 2016

Shipments
The increase in EMEA shipments in the nine months ended September 30, 2016 compared to the same period in 2015 was primarily attributable to (i) an increase in passenger car shipments to 761 thousand units (+14 percent) and (ii) an increase in shipments in LCVs to 205 thousand units (+16 percent).
__________________________
(9)
The Group's estimated market share data is presented based on the European Automobile Manufacturers Association (ACEA) Registration Databases and national Registration Offices databases.
(10)
Due to unavailability of market data for LCVs in Italy, the figures reported are an extrapolation and discrepancies with actual data could exist.

17



Net revenues
The increase in EMEA Net revenues of €1.1 billion in the nine months ended September 30, 2016 compared to the same period in 2015 was mainly attributable to the increase in volumes and favorable vehicle mix driven by the all-new Tipo family, Fiat 500X, Jeep Renegade and LCVs.


Adjusted EBIT
The increase in EMEA Adjusted EBIT in the nine months ended September 30, 2016 compared to the same period in 2015 was primarily attributable to (i) €345 million due to higher volumes and favorable vehicle mix mainly driven by the all-new Fiat Tipo family, (ii) improved results from the joint ventures with FCA Bank and Tofas, which were partially offset by (iii) an increase of €120 million in selling, general and administrative costs mainly due to higher advertising costs to support product launches.

Maserati
Nine months ended September 30
 
Increase/(decrease)
 
 
 
Three months ended September 30
 
Increase/(decrease)
2016
 
2015
 
%
 
CER
 
 
2016
 
2015
 
%
 
CER
23,863

 
22,503

 
6.0
%
 

 
Shipments (units)
 
10,656

 
6,916

 
54.1
%
 

1,960

 
1,649

 
18.9
%
 
21.3
%
 
Net revenues (€ million)
 
873

 
516

 
69.2
%
 
73.3
%
155

 
91

 
70.3
%
 
73.2
%
 
Adjusted EBIT (€ million)
 
103

 
12

 
758.3
%
 
779.2
%
7.9
%
 
5.5
%
 
+ 240 bps

 
 
 
Adjusted EBIT margin (%)
 
11.8
%
 
2.3
%
 
+ 950 bps

 
 
Three months ended September 30, 2016
Shipments
The increase in Maserati shipments in the three months ended September 30, 2016 compared to the same period in 2015 was primarily from the all-new Levante, partially offset by lower Ghibli shipments, with significant increases in all regions: (i) +109 percent in China, (ii) +67 percent in Europe and (iii) +42 percent North America.
Net revenues
The increase in Maserati Net revenues of €0.4 billion in the three months ended September 30, 2016 compared to the same period in 2015 was primarily due to higher volumes, favorable vehicle and market mix mainly from the all-new Maserati Levante, as well as positive net pricing.
Adjusted EBIT
The increase in Maserati Adjusted EBIT in the three months ended September 30, 2016 compared to the same period in 2015 was primarily due to (i) the increase in volumes and favorable vehicle mix, which was partially offset by (ii) an increase in industrial costs and commercial launch activities.
Nine months ended September 30, 2016
Shipments
The increase in Maserati shipments in the nine months ended September 30, 2016 compared to the same period in 2015 was primarily attributable to higher shipments in China (+57 percent) and Europe (+12 percent), partially offset by lower shipments in North America (-5 percent).

18



Net revenues
The increase in Maserati Net revenues in the nine months ended September 30, 2016 compared to the same period in 2015 was primarily due to €0.2 billion from higher shipments and favorable vehicle and market mix, as well as €0.1 billion from positive net pricing.
Adjusted EBIT
The increase in Maserati Adjusted EBIT in the nine months ended September 30, 2016 compared to the same period in 2015 was primarily due to (i) higher shipments and favorable vehicle and market mix, which were partially offset by (ii) an increase in industrial costs and commercial and marketing launch activities.

Components
Nine months ended September 30
 
Increase/(decrease)
 
 
 
Three months ended September 30
 
Increase/(decrease)
2016
 
2015
 
%
 
CER
 
 
2016
 
2015
 
%
 
CER
7,139

 
7,332

 
(2.6
)%
 
0.5
%
 
Net revenues (€ million)
 
2,390

 
2,348

 
1.8
%
 
2.5
%
309

 
262

 
17.9
 %
 
20.5
%
 
Adjusted EBIT (€ million)
 
112

 
98

 
14.3
%
 
18.2
%
4.3
%
 
3.6
%
 
+ 70 bps

 
 
 
Adjusted EBIT margin (%)
 
4.7
%
 
4.2
%
 
+ 50 bps

 
 

 
Net revenues
The slight increase in Net revenues in the three months ended September 30, 2016 compared to the same period in 2015 reflected higher volumes and favorable mix at Magneti Marelli, which were partially offset by lower volumes at Comau. Magneti Marelli non-captive Net revenues were 69 percent during the three months ended September 30, 2016, which was in line with the same period in 2015.    
The decrease in Net revenues of €0.2 billion in the nine months ended September 30, 2016 compared to the same period in 2015 reflected higher volumes and favorable mix at Magneti Marelli, which were more than offset by volume declines in Comau and Teksid as well as negative foreign exchange effects.
Adjusted EBIT
The increase in Adjusted EBIT in the three and nine months ended September 30, 2016 compared to the same periods in 2015 was primarily driven by (i) higher volumes and (ii) favorable mix, which were partially offset by (iii) higher industrial costs.
    


19




Liquidity and Capital Resources

Available Liquidity
Available liquidity at September 30, 2016 decreased €1.4 billion from December 31, 2015 primarily as a result of (i) net cash absorption, which includes operating and investing activities, of €0.5 billion, (ii) net cash used in financing activities of €3.2 billion, which included the U.S.$2.0 billion (€1.8 billion) of cash used for the voluntary prepayments of principal of the tranche B term loans of FCA US due in 2017 and 2018 (refer to the section —Capital Market and Other Financing Transactions below), the repayment at maturity of a note issued under the Global Medium Term Note (“GMTN”) Programme for a total principal amount of €1.0 billion (refer to the section —Capital Market and Other Financing Transactions below), a total of €101 million for the prepayment of all scheduled payments of the Canada Health Care Trust Tranche C Note and other net debt repayments, which were partially offset by (iii) the availability in March 2016 of the second €2.5 billion tranche (expiring in June 2020) of the €5.0 billion syndicated revolving credit facility entered into by FCA in June 2015 (“RCF”) and (iv) the issuance of new notes under the GMTN Programme for a total principal amount of €1.25 billion (refer to the section —Capital Market and Other Financing Transactions below).
    
Our available liquidity is subject to intra-month and seasonal fluctuations resulting from business and collection-payment cycles as well as to changes in foreign exchange conversion rates. Refer to the section —Cash Flows below for additional information regarding the change in cash and cash equivalents.

The following table summarizes our available liquidity:
(€ million)
 
At September 30, 2016
 
At December 31, 2015
Cash, cash equivalents and current securities (11)
 
16,960

 
21,144

Undrawn committed credit lines (12)
 
6,237

 
3,413

Available liquidity (13)
 
23,197

 
24,557

_____________________________
(11)
Current securities are comprised of short term or marketable securities which represent temporary investments that do not satisfy all the requirements to be classified as cash equivalents as they may not be readily convertible to cash, or they are subject to significant risk of change in value (even if they are short-term in nature or marketable).
(12)
Excludes the undrawn €0.2 billion medium/long-term dedicated credit lines available to fund scheduled investments at September 30, 2016 ( €0.3 billion at December 31, 2015). At December 31, 2015, the amount also excluded the undisbursed €0.4 billion on the non-revolving loan agreement (the “Mexico Bank Loan”) of FCA Mexico, S.A. de C.V. (“FCA Mexico”).
(13)
The majority of our liquidity is available to our treasury operations in Europe and U.S.; however, liquidity is also available to certain subsidiaries which operate in other areas. Cash held in such countries may be subject to restrictions on transfer depending on the foreign jurisdictions in which these subsidiaries operate. Based on our review of such transfer restrictions in the countries in which we operate and maintain material cash balances, we do not believe such transfer restrictions have an adverse effect on the Group’s ability to meet its liquidity requirements at the dates represented above.
Our liquidity is principally denominated in U.S. Dollar and in Euro, with the remainder being distributed in various countries and denominated in the relevant local currencies. Out of the total €17.0 billion of cash, cash equivalents and current securities available at September 30, 2016 (€21.1 billion at December 31, 2015), €9.9 billion, or 58.4 percent were denominated in U.S. Dollar (€12.6 billion, or 59.7 percent, at December 31, 2015) and €3.5 billion, or 20.6 percent, were denominated in Euro (€3.4 billion, or 16.1 percent, at December 31, 2015).
Capital Market and Other Financing Transactions
FCA US Tranche B Term Loans
On March 15, 2016, FCA US entered into amendments to the credit agreements that govern its tranche B term loan maturing on May 24, 2017 (“Tranche B Term Loan due 2017”) and its tranche B term loan maturing on December 31, 2018 (“Tranche B Term Loan due 2018”), (collectively, the “Tranche B Term Loans”), to, among other items, eliminate covenants restricting the provision of guarantees and payment of dividends by FCA US for the benefit of the rest of the Group, to enable a unified financing platform and to provide free flow of capital within the Group. In conjunction with these amendments, FCA US made a U.S.$2.0 billion (€1.8 billion) voluntary prepayment of principal at par with cash on hand, of which U.S.$1,288 million (€1,159 million) was applied to the Tranche B Term Loan due 2017 and U.S.$712 million (€641 million) was applied to the Tranche B Term Loan due 2018. FCA US also paid outstanding accrued interest related to the portion of principal prepaid of the Tranche B Term Loans and related transaction fees.

20



The prepayments of principal were accounted for as debt extinguishments, and as a result, a non-cash charge of €10 million was recorded within Net financial expenses in the Interim Condensed Consolidated Income Statement for the nine months ended September 30, 2016 which consisted of the write-off of the remaining unamortized debt issuance costs.

Revolving Credit Facilities
In conjunction with the amendments to the Tranche B Term Loans, the second €2.5 billion tranche (expiring in June 2020) of the €5.0 billion RCF was made available to the Group in March 2016.
In June 2016, the maturity date of the first €2.5 billion tranche of the RCF was extended to July 2019. The maturity date of the second €2.5 billion tranche of the RCF remained unchanged.
GMTN Programme
On March 30, 2016, FCA issued a 3.75 percent note at par with a total principal amount of €1.25 billion due in March 2024. The note is listed on the Irish Stock Exchange.
On April 1, 2016, FCA repaid a note at maturity with a total principal amount of €1.0 billion.    
Mexico Bank Loan
Effective June 24, 2016, the Group terminated early the extended disbursement term for the undrawn portion of the non-revolving loan agreement of FCA Mexico. As a result, the undisbursed U.S.$0.4 billion (€0.4 billion) is no longer available to the Group. As of September 30, 2016, we may prepay all or any portion of the loan without premium or penalty.

Other Debt
During the three months ended September 30, 2016, FCA US's Canadian subsidiary prepaid all scheduled payments due on the Canada HCT Tranche C Note of €101 million. The prepayment was accounted for as a debt extinguishment, and as a result, a non-cash charge of €8 million was recorded within Net financial expenses in the Interim Condensed Consolidated Income Statements for the three and nine months ended September 30, 2016.
Cash Flows
The following table summarizes the cash flows from operating, investing and financing activities for the nine months ended September 30, 2016 and 2015. Refer to our Interim Condensed Consolidated Statement of Cash Flows for the nine months ended September 30, 2016 and 2015 included elsewhere in this Interim Report for additional detail.
 
Nine months ended September 30
(€ million)
2016
 
2015 (14)
Cash flows from operating activities - continuing operations
5,522

 
5,162

Cash flows from operating activities - discontinued operations

 
311

Cash flows used in investing activities - continuing operations
(6,025
)
 
(5,815
)
Cash flows used in investing activities - discontinued operations

 
(337
)
Cash flows used in financing activities - continuing operations
(3,229
)
 
(2,454
)
Cash flows from financing activities - discontinued operations

 
7

Translation exchange differences
(304
)
 
463

Total change in cash and cash equivalents
(4,036
)
 
(2,663
)
Cash and cash equivalents at beginning of the period
20,662

 
22,840

Cash and cash equivalents at end of the period
16,626

 
20,177

_________________________
(14)
The Group's cash flows for the nine months ended September 30, 2015 have been re-presented to exclude Ferrari, consistent with Ferrari's classification as a discontinued operation for the year ended December 31, 2015. Ferrari cash flows are presented as a single line item within the Interim Condensed Consolidated Statement of Cash Flows for the nine months ended September 30, 2015.



21



Operating Activities
For the nine months ended September 30, 2016, cash flows from operating activities were primarily the result of (i) Net profit of €1,405 million adjusted to add back depreciation and amortization expense of €4,462 million, (ii) a net increase of €720 million in provisions mainly due to the increase in the warranty provision in NAFTA for recall campaigns related to an industry wide recall for airbag inflators resulting from parts manufactured by Takata, as well as estimated costs for a planned recall for which there is ongoing litigation with a component supplier, net of pension contributions in the U.S. and Canada of €406 million, which were partially offset by (iii) the negative effect of the change in working capital of €1,261 million primarily driven by (a) €1,138 million increase in inventories, mainly related to the increased production of new vehicle models in EMEA and Maserati, (b) €180 million decrease of trade payables, mainly related to lower volumes of production in EMEA and NAFTA in the three months ended September 30, 2016 and (c) €86 million increase in trade receivables, which were partially offset by (d) €143 million increase in net other current assets and liabilities.

For the nine months ended September 30, 2015, cash flows from operating activities were primarily the result of (i) Net loss of €103 million adjusted to add back depreciation and amortization expense of €4,041 million, (ii) a net increase of €2,160 million in provisions mainly related to net adjustments to warranties for NAFTA and higher accrued sales incentives, primarily to support increased sales volumes in NAFTA and (iii) €112 million of dividends received from jointly-controlled entities, which were partially offset by (iv) the negative effect of the change in working capital of €1,423 million primarily driven by (a) €1,653 million increase in inventories, in line with the trend in production and sales volumes for the period, (b) €825 million increase in trade receivables primarily as a result of the limited plant activity at December 31, 2014 due to the holiday shutdown and (c) €507 million increase in net other current assets and liabilities, which were partially offset by (d) €1,562 million increase of trade payables, mainly related to increased production in NAFTA and EMEA as a result of increased consumer demand for our vehicles.

Investing Activities
For the nine months ended September 30, 2016, cash used in investing activities was primarily the result of (i) €5,894 million of capital expenditures, including €1,794 million of capitalized development costs to support investments in existing and future products mainly related to the operations in NAFTA and EMEA and (ii) a total of €102 million for investments in joint ventures, associates and unconsolidated subsidiaries which primarily related to an additional investment in the GAC FCA JV.
For the nine months ended September 30, 2015, cash used in investing activities was primarily the result of (i) €6,232 million of capital expenditures, including €1,797 million of capitalized development costs to support investments in existing and future products mainly related to the operations in NAFTA and EMEA, investment in Alfa Romeo, and the completion of the new plant at Pernambuco, Brazil and (ii) €337 million of cash flows used by discontinued operations, which were partially offset by (iii) a €494 million net decrease in receivables from financing activities primarily related to the decreased lending portfolio of the financial services activities of the Group.
Financing Activities
For the nine months ended September 30, 2016, cash used in financing activities was primarily the result of (i) the voluntary prepayment of principal on the FCA US Tranche B Term Loans of U.S.$2.0 billion (€1.8 billion), (ii) the repayment at maturity of a note issued under the GMTN Programme for a total principal amount of €1,000 million, (iii) the prepayment of the remaining scheduled payments of the Canada Health Care Trust Tranche C Note for a total of €101 million and (iv) repayments of other medium-term borrowings of €1,690 million, which were partially offset by (v) proceeds from the issuance of notes under the GMTN Programme for a total principal amount of €1,250 million and (vi) proceeds from new medium-term borrowings for a total of €787 million.
For the nine months ended September 30, 2015, cash used in financing activities was primarily the result of (i) the repayment at maturity of a note issued under the GMTN Programme for a total principal amount of €1,500 million and the prepayment of the FCA US secured senior notes due 2019 for a total principal amount of €2,518 million and (ii) the payment of medium-term borrowings for a total of €3,506 million, which included the repayment at maturity of the European Investment Bank (“EIB”) loan of €250 million and the repayment of our Mexican development banks credit facilities of €414 million as part of FCA Mexico's refinancing transaction in March 2015, that were partially offset by (iii) proceeds from the issuance of U.S.$3.0 billion (€2.8 billion) total principal amount of unsecured senior notes due in 2020 and 2023 and (iv) proceeds from medium-term borrowings for a total of €2,653 million, which included the disbursement received of

22



approximately U.S.$500 million (€0.4 billion at date of transaction) under the FCA Mexico Bank Loan as part of FCA Mexico's refinancing transaction completed in March 2015, and other financing transactions, primarily in Brazil.
Net Debt
The following table summarizes our Net Debt at September 30, 2016 and December 31, 2015 and provides a reconciliation of this non-GAAP measure to Debt, the most directly comparable measure included in our Consolidated Statement of Financial Position.
Due to different sources of cash flows used for the repayment of the financial debt between industrial activities and financial services (by cash from operations for industrial activities and by collection of financial receivables for financial services) and the different business structure and leverage implications, we provide a separate analysis of Net Debt between industrial activities and financial services.
    
The division between industrial activities and financial services represents a sub-consolidation based on the core business activities (industrial or financial services) of each Group company. The sub-consolidation for industrial activities also includes companies that perform centralized treasury activities, such as raising funding in the market and financing Group companies, but do not provide financing to third parties. Financial services includes companies that provide retail and dealer financing, leasing and rental services in support of the mass-market vehicle brands in certain geographical segments and for the Maserati luxury brand.
    
In conjunction with the amendments to the credit agreements that govern the Tranche B Term Loans of FCA US entered into in March 2016, FCA US's cash management activities are no longer managed separately from the rest of the Group. As a result, the Group no longer provides the analysis of Net Industrial Debt split between FCA US and the remainder of the Group.
 
At September 30, 2016
 
At December 31, 2015
(€ million)
Industrial
Activities
 
Financial
Services
 
Consolidated
 
Industrial
Activities
 
Financial
Services
 
Consolidated
Third parties debt (principal)
(23,939
)
 
(1,235
)
 
(25,174
)
 
(26,555
)
 
(1,105
)
 
(27,660
)
Capital market (15)
(13,459
)
 
(346
)
 
(13,805
)
 
(13,382
)
 
(264
)
 
(13,646
)
Bank debt
(9,036
)
 
(560
)
 
(9,596
)
 
(11,602
)
 
(653
)
 
(12,255
)
Other debt (16)   
(1,444
)
 
(329
)
 
(1,773
)
 
(1,571
)
 
(188
)
 
(1,759
)
Accrued interest and other adjustments (17)
(117
)
 
(1
)
 
(118
)
 
(127
)
 
1

 
(126
)
Debt with third parties
(24,056
)
 
(1,236
)
 
(25,292
)
 
(26,682
)
 
(1,104
)
 
(27,786
)
Intercompany financial receivables/(payables), net (18)
566

 
(566
)
 

 
529

 
(568
)
 
(39
)
Current financial receivables from jointly-controlled financial services companies (19)   
62

 

 
62

 
16

 

 
16

Debt, net of intercompany and current financial receivables from jointly-controlled financial services companies
(23,428
)
 
(1,802
)
 
(25,230
)
 
(26,137
)
 
(1,672
)
 
(27,809
)
Other financial assets/(liabilities), net (20)   
53

 
(5
)
 
48

 
103

 
14

 
117

Current securities
301

 
33

 
334

 
457

 
25

 
482

Cash and cash equivalents
16,560

 
66

 
16,626

 
20,528

 
134

 
20,662

Net Debt
(6,514
)
 
(1,708
)
 
(8,222
)
 
(5,049
)
 
(1,499
)
 
(6,548
)
 
__________________________
(15)
Includes notes (€13,256 at September 30, 2016 and €13,078 at December 31, 2015), the financial liability component of the mandatory convertible securities (€203 million at September 30, 2016 and €209 million at December 31, 2015) and other securities (€346 million at September 30, 2016 and €359 million at December 31, 2015) issued in financial markets, mainly from LATAM financial services companies.
(16)
Includes Canadian HCT notes (€252 million at September 30, 2016 and €354 million at December 31, 2015), asset backed financing, (i.e. sales of receivables for which de-recognition is not allowed under IFRS) (€338 million at September 30, 2016 and €206 million at December 31, 2015), arrangements accounted for as a lease under IFRIC 4 -Determining whether an arrangement contains a lease, and other financial payables.
(17)
Includes adjustments for fair value accounting on debt (€22 million at September 30, 2016 and €43 million at December 31, 2015) and (accrued)/deferred interest and other amortizing cost adjustments (€96 million at September 30, 2016 and €83 million at December 31, 2015).
(18)
Net amount between Industrial Activities financial receivables due from Financial Services (€667 million at September 30, 2016 and €664 million at December 31, 2015) and Industrial Activities financial payables due to Financial Services (€101 million at September 30, 2016 and €96 million at December 31, 2015). At December 31, 2015, amount also includes financial receivables due from discontinued operations (€98 million) and financial payables due to discontinued operations (€137 million).
(19)
Financial receivables due from FCA Bank.
(20)
Fair value of derivative financial instruments (net positive €8 million at September 30, 2016 and net positive €77 million at December 31, 2015) and collateral deposits (€40 million at September 30, 2016 and €40 million at December 31, 2015).

23



Net Industrial Debt
Net Industrial Debt is management’s primary measure for analyzing our financial leverage and capital structure and is one of the key targets used to measure our performance.
Net Industrial Debt at September 30, 2016 increased by €1.5 billion from €5,049 million at December 31, 2015. The increase was primarily driven by (i) cash flows from industrial operating activities of €5.5 billion, which represents the majority of the consolidated cash flows from operating activities (refer to the section —Cash Flows above), (ii) investments in industrial activities of €5.9 billion representing investments in property, plant and equipment and intangible assets and (iii) negative translation exchange effects of €0.8 billion.

24



Recent Developments

On July 18, 2016, FCA confirmed that the U.S. Securities and Exchange Commission is conducting an investigation into FCA’s reporting of vehicle unit sales to end customers in the U.S. and that inquiries into similar issues have been received from the U.S. Department of Justice.  Revenues are recorded by FCA based on shipments to dealers and customers and not on reported vehicle unit sales to end customers.  FCA is cooperating with these investigations, however their outcome is uncertain and cannot be predicted at this time.

On July 26, 2016, FCA US issued a press release to announce changes in the calculation of sales information for the U.S. Pursuant to this revised methodology, total unit sales will be composed of dealer reported sales, fleet sales and other retail sales determined as follows:

Dealer reported sales derived from the New Vehicle Delivery Report (“NVDR”) system will be the sum of:
All sales recorded by dealers during that month net of all unwound transactions recorded to the end of that month (whether the original sale was recorded in the current month or any prior month); plus
All sales of vehicles during that month attributable to past unwinds that had previously been reversed in determining monthly sales (in the current or prior months).

Fleet sales will be recorded as sales upon shipment by FCA US of the vehicles to the customer or end user.
 
Other retail sales will either be recorded when the sale is recorded in the NVDR system (for sales by dealers in Puerto Rico and limited sales made through distributors that submit NVDRs) or upon receipt of a similar delivery notification (for vehicles for which NVDRs are not entered such as vehicles for FCA executives and employees).

The revised methodology was used to calculate U.S. sales information, which is a basis for determining U.S. market share information in this Interim Report. This change in policy does not affect revenue recognition as it relates to the calculation of sales volumes to retail and fleet customers. As disclosed in our audited FCA Consolidated Financial Statements at December 31, 2015 included within the 2015 Annual Report, revenue is recognized when the risks and rewards of ownership of a vehicle have been transferred to our dealers or distributors, which generally occurs upon the release of the vehicle to the carrier responsible for transporting the vehicle to our dealer or distributor.

Risk and Uncertainties

Except as discussed below, the Group believes that the risks and uncertainties identified as of and for the nine months ended September 30, 2016 are in line with the main risks and uncertainties to which the Group is exposed and that were identified and discussed in Item 3D of the Group's Form 20-F for the year ended December 31, 2015 filed with the SEC on February 29, 2016 and in the 2015 Annual Report filed with the AFM also on February 29, 2016. Those risks and uncertainties should be read in conjunction with this Interim Report.

In July 2016, the U.S. Department of Transportation announced a proposed increase in the penalty for noncompliance with fuel economy requirements that is approximately two and a half times the current penalty.  Although there remains uncertainty as to the ultimate amount of a penalty increase and as to the model years for which any increased penalty would apply, any significant increase in the current penalty would likely have a material impact on our existing regulatory planning strategy. A significantly increased penalty may also affect the types of vehicles we produce and sell, and where we can sell them, which could have a material adverse impact on our financial condition and results of operations.


25



Governmental and regulatory scrutiny of the automotive industry has also continued to intensify during the course of 2016, and is expected to remain high, particularly in light of significant actions by various governmental and regulatory authorities involving diesel emissions compliance. As previously disclosed, we have received inquiries from U.S. Environmental Protection Agency (“EPA”), as it examines the on-road tailpipe emissions of several automakers’ vehicles, including ours.  We are cooperating with these inquiries, as well as similar investigations by other federal and state authorities regarding our diesel emissions performance and related disclosure obligations.  When jurisdictionally appropriate, we have also cooperated with inquiries from several agencies of member states of the European Union, where the increased scrutiny has resulted in continuing testing of vehicles by different parties, in different driving conditions and according to different, non-regulated, testing procedures, and in stricter or novel interpretations of the applicable standards. The results of these inquiries and governmental and nongovernmental testing procedures cannot be predicted at this time. In particular, the increased governmental scrutiny may also lead to further enforcement actions, obligations to modify or recall vehicles, penalties, negative reputational impact, increased costs and delays (for example, the process for obtaining the emissions certifications for the U.S. sale of our 2017 Jeep Grand Cherokee and Ram 1500 diesel vehicles is still pending). Our reputation and that of our vehicles may also be impacted by reports of various emissions tests conducted by different parties on our vehicles. The consequences of the intensified governmental and regulatory scrutiny may have a material adverse effect on our business, results of operations and reputation. 

            Additional risks not known to the Group, or currently believed to be immaterial, could later turn out to have a material effect on the Group's businesses, targets, revenues, income, assets, liquidity or capital resources.


Outlook

The Group revised full year guidance upwards due to strong year-to-date operating performance:
 
 
Original January 2016
 
Revised at June 30, 2016
Current Revision
Net revenues
 
> €110 billion
 
Raised to > €112 billion
Confirmed
Adjusted EBIT
 
 > €5.0 billion
 
Raised to > €5.5 billion
Raised to > €5.8 billion
Adjusted net profit
 
> €1.9 billion
 
Raised to > €2.0 billion
Raised to > €2.3 billion
Net industrial debt
 
< €5.0 billion
 
< €5.0 billion confirmed
Confirmed






26




INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS AND NOTES AS OF AND FOR THE THREE AND NINE MONTHS ENDED SEPTEMBER 30, 2016

27



FIAT CHRYSLER AUTOMOBILES N.V. AND SUBSIDIARIES
INTERIM CONDENSED CONSOLIDATED INCOME STATEMENT
(In € million, except per share amounts)
(Unaudited)
 
 
 
Three months ended September 30
 
Nine months ended September 30
 
Note
 
2016
 
2015
 
2016
 
2015
Net revenues
3
 
26,836

 
26,798

 
81,299

 
81,181

Cost of sales
 
 
22,971

 
24,052

 
69,928

 
71,264

Selling, general and other costs
 
 
1,824

 
1,832

 
5,477

 
5,794

Research and development costs
 
 
789

 
701

 
2,354

 
2,071

Result from investments
 
 
80

 
25

 
221

 
120

Gains on disposal of investments
 
 
8

 

 
13

 

Restructuring costs/(income)
 
 
(1
)
 
13

 
66

 
25

EBIT
 
 
1,341

 
225

 
3,708

 
2,147

Net financial expenses
4
 
528

 
621

 
1,531

 
1,848

Profit/(Loss) before taxes
 
 
813

 
(396
)
 
2,177

 
299

Tax expense/(benefit)
5
 
207

 
(9
)
 
772


402

Net profit/(loss) from continuing operations
 
 
606


(387
)
 
1,405

 
(103
)
Profit from discontinued operations, net of tax
 
 


88

 

 
229

Net profit/(loss)
 
 
606

 
(299
)
 
1,405

 
126

 
 
 
 
 
 
 
 
 
 
Net profit/(loss) attributable to:
 
 
 
 
 
 
 
 
 
Owners of the parent