EX-99.1 2 ferrarinvinterimreport-930.htm EXHIBIT 99.1 FERRARI NV THIRD QUARTER 2015 Ferrari NV Interim Report - 9.30.15
 
 
 
 
Exhibit 99.1
 
 
 
 
 
Ferrari N.V.
 


Interim Report
For the three and nine months ended September 30, 2015

____________________________________________________________________________________________________


CONTENTS

BOARD OF DIRECTORS

INDEPENDENT AUDITORS

CERTAIN DEFINED TERMS

INTRODUCTION

NOTE ON PRESENTATION

MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
Highlights
Forward-Looking Statements
Non-GAAP Financial Measures
Results of Operations
Liquidity and Capital Resources
Outlook

INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS AND NOTES AT SEPTEMBER 30, 2015
Interim Consolidated Income Statement
Interim Consolidated Statement of Comprehensive Income/(Loss)
Interim Consolidated Statement of Financial Position
Interim Consolidated Statement of Cash Flows
Interim Consolidated Statement of Changes in Equity
Notes to the Interim Condensed Consolidated Financial Statements



1



BOARD OF DIRECTORS

Chairman

Sergio Marchionne

Directors

Sergio Marchionne
Amedeo Felisa
Piero Ferrari
Louis C. Camilleri
Eddy Cue
Giuseppina Capaldo
Sergio Duca
Elena Zambon


INDEPENDENT AUDITORS

Reconta Ernst & Young S.p.A.


CERTAIN DEFINED TERMS

In this document, unless otherwise specified, the terms “we”, “us”, “our” the “Group” and “Ferrari” refer to Ferrari N.V., together with its subsidiaries, following completion of the Restructuring, or to Ferrari S.p.A., together with its subsidiaries, prior to the Restructuring, as the context may require. The term “FCA” refers to Fiat Chrysler Automobiles N.V.

Therefore, these interim condensed consolidated financial statements at September 30, 2015 (the “Interim Condensed Consolidated Financial Statements”) refer to Ferrari N.V., together with its subsidiaries.


2



INTRODUCTION

The Interim Condensed Consolidated Financial Statements for the three and nine months ended September 30, 2015 included in this interim report (the “Interim Report”) have been prepared in accordance with the requirements of the International Financial Reporting Standards (“IFRS”) issued by the International Accounting Standards Board (“IASB”) and in accordance with IFRS as endorsed by the European Union, in particular, in compliance with IAS 34 - Interim Financial Reporting. The accounting principles applied are consistent with those used for preparation of the annual consolidated financial statements for the years ended December 31, 2014, 2013 and 2012 (the “Annual Consolidated Financial Statements”), except as otherwise stated in “New standards and amendments effective from January 1, 2015” in the Notes to the Interim Condensed Consolidated Financial Statements.

The Group’s financial information is presented in Euro except that, in some instances, information in U.S. Dollars is provided in the Interim Condensed Consolidated Financial Statements and information included elsewhere in this Interim Report. All references in this 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, and 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.”).

Certain totals in the tables included in this Interim Report may not add due to rounding.

This Interim Report is unaudited.


NOTE ON PRESENTATION

Basis of Preparation of the Interim Condensed Consolidated Financial Statements

As explained in Note 1 to the Interim Condensed Consolidated Financial Statements, on October 29, 2014, FCA announced its intention to separate Ferrari S.p.A. from FCA. The separation is expected to occur through a series of transactions including (i) an intra-group restructuring which resulted in our acquisition of the assets and business of Ferrari North Europe Limited and the transfer by FCA of its 90 percent shareholding in Ferrari S.p.A. to us, (ii) the transfer of Piero Ferrari’s 10 percent shareholding in Ferrari S.p.A. to us, (iii) the initial public offering of our common shares, and (iv) the distribution, following the initial public offering, of FCA’s remaining interest in us to its shareholders. The transactions referred to in (i) and (ii) are defined in Note 1 of the Interim Condensed Consolidated Financial Statements as the “Restructuring” and were completed on October 17, 2015. The initial public offering of our common shares was completed on October 21, 2015 when our shares were admitted to listing on the New York Stock Exchange, as a result of which FCA now has 80 percent ownership. The transaction described in (iv) relating to the distribution is expected to take place in January 2016. The Restructuring has been retrospectively reflected from January 1, 2014.


3



MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS

Highlights
Consolidated Income Statement Data
 
For the three months ended September 30,
 
For the nine months ended September 30,
 
2015
 
2014
 
2015
 
2014
 
(€ million, except for per share data)
Net revenues
723

 
662

 
2,110

 
2,011

EBIT
141

 
89

 
359

 
274

Profit before taxes
142

 
94

 
354

 
281

Net profit
94

 
58

 
235

 
186

attributable to:

 

 

 

     Owners of the parent
94

 
57

 
233

 
182

     Non-controlling interest

 
1

 
2

 
4

Basic and diluted earnings per ordinary share (in Euro) (1)
0.50

 
0.30

 
1.24

 
0.97

Dividends paid per share (in Euro)

 

 

 

_____________________________
(1)    See Note 12 to the Interim Condensed Consolidated Financial Statements for the calculation of basic and diluted earnings per common share.

Consolidated Statement of Financial Position Data
 
At September 30,
 
At December 31,
 
2015
 
2014
 
(€ million)
Cash and cash equivalents
190

 
134

Deposits in FCA Group cash management pools (1)
1,216

 
942

Total assets
4,945

 
4,641

Debt
579

 
510

Total equity
2,707

 
2,478

Equity attributable to owners of the parent
2,702

 
2,470

Non-controlling interests
5

 
8

Share capital (2)
4
 
4
Ordinary shares issued (in thousands of shares) (2)
188,922

 
188,922

_____________________________
(1)    Deposits in FCA Group cash management pools relate to our participation in a group-wide cash management system at FCA, where the operating cash management, main funding operations and liquidity investment of the Group are centrally coordinated by dedicated treasury companies with the objective of ensuring effective and efficient management of our funds. Following the Separation, these arrangements will be terminated and we will manage our liquidity and treasury function on a standalone basis.
(2)    See Note 19 to the Interim Condensed Consolidated Financial Statements for the calculation of share capital and common shares issued.


4



Other Statistical Information
Shipments
(Number of cars and % of total cars)
For the three months ended September, 30
 
For the nine months ended September, 30
 
2015
 
%
 
2014
 
%
 
2015
 
%
 
2014
 
%
EMEA
 
UK
163

 
8.4
%
 
108

 
6.7
%
 
619

 
11.0
%
 
516

 
9.8
%
Germany
184

 
9.5
%
 
126

 
7.8
%
 
398

 
7.1
%
 
479

 
9.1
%
Switzerland
86

 
4.4
%
 
90

 
5.6
%
 
241

 
4.3
%
 
271

 
5.1
%
Italy
73

 
3.7
%
 
67

 
4.2
%
 
212

 
3.7
%
 
199

 
3.8
%
France
69

 
3.5
%
 
54

 
3.3
%
 
198

 
3.5
%
 
192

 
3.6
%
Middle East (1)
97

 
5.0
%
 
139

 
8.6
%
 
282

 
5.0
%
 
371

 
7.0
%
Rest of EMEA (2)
143

 
7.3
%
 
117

 
7.3
%
 
463

 
8.2
%
 
466

 
8.8
%
Total EMEA
815

 
41.8
%
 
701

 
43.5
%
 
2,413

 
42.8
%
 
2,494

 
47.2
%
Americas (3)
682

 
35.0
%
 
523

 
32.5
%
 
1,969

 
34.9
%
 
1,722

 
32.6
%
Greater China (4)
157

 
8.1
%
 
207

 
12.8
%
 
418

 
7.4
%
 
496

 
9.4
%
Rest of APAC (5)
295

 
15.1
%
 
181

 
11.2
%
 
843

 
14.9
%
 
568

 
10.8
%
Total
1,949

 
100.0
%
 
1,612

 
100.0
%
 
5,643

 
100.0
%
 
5,280

 
100.0
%
_____________________________
(1)    Middle East includes the United Arab Emirates, Saudi Arabia, Bahrain, Lebanon, Qatar, Oman and Kuwait.
(2)     Rest of EMEA includes Africa and the other European markets not separately identified.
(3)    Americas includes the United States of America, Canada, Mexico, the Caribbean and Central and South America.
(4)    Greater China includes China, Hong Kong and Taiwan.
(5)    Rest of APAC mainly includes Japan, Australia, Singapore, Indonesia and South Korea.

Average number of employees for the period

For the three months ended September 30,
 
For the nine months ended September 30,

2015
 
2014
 
2015
 
2014
Average number of employees for the period
2,971
 
2,853
 
2,939
 
2,834



5



Forward-Looking Statements
This document, and in particular the section entitled “Outlook”, contains forward-looking statements. These are “forward-looking statements” within the meaning of the safe harbor provisions of the United States Private Securities Litigation Reform Act of 1995. Certain information included in this presentation, including, without limitation, any forecasts included herein, is forward looking and is subject to important risks and uncertainties that could cause actual results to differ materially.

Ferrari’s business includes luxury performance sports cars, brand and Formula 1 racing activities. These forward-looking statements reflect our current views with respect to future events and involve significant risks and uncertainties that could cause actual results to differ materially. These factors include, without limitation:

The ability to preserve and enhance the value of the Ferrari brand; the ability to keep up with advances in high performance car technology and to make appealing designs for our new models; the success of our Formula 1 racing team and the expenses we incur for our Formula 1 activities; increases in costs, disruptions of supply or shortages of components and raw materials; our low volume strategy; changes in client preferences and automotive trends; changes in the general economic environment and changes in demand in the automobile industry, which is highly volatile; the impact of increasingly stringent fuel economy, emission and safety standards, including the cost of compliance, and any required changes to our products; the ability to successfully carry out the growth strategy and, particularly, the ability to grow the Ferrari presence in emerging market countries; competition in the luxury automobile industry; the performance of the dealer network on which Ferrari depends for sales and services; disruption at the manufacturing facilities in Maranello and Modena; the ability to provide or arrange for adequate access to financing for our dealers and clients, and associated risks; the performance of the licensees for Ferrari-branded products; the ability to protect the Ferrari intellectual property rights and to avoid infringing on the intellectual property rights of others; product recalls, liability claims and product warranties; labor relations and collective bargaining agreements; and exchange rate fluctuations, interest rate changes, credit risk and other market risks.

Any of the assumptions underlying this presentation or any of the circumstances or data mentioned in this presentation may change. Any forward-looking statements contained in this presentation speak only as of the date of this presentation. We expressly disclaim a duty to provide updates to any forward-looking statements. Ferrari does not assume and expressly disclaims any liability in connection with any inaccuracies in any of these forward-looking statements or in connection with any use by any third party of such forward-looking statements. This presentation does not represent investment advice or a recommendation for the purchase or sale of financial products and/or of any kind of financial services. Finally, this presentation does not represent an investment solicitation in Italy, pursuant to Section 1, letter (t) of Legislative Decree no. 58 of February 24, 1998, as amended, nor does it represent a similar solicitation as contemplated by the laws in any other country or state.

Additional unaudited information supplementing this section is available from the “Investors” area of the Ferrari website (www.ferrari.com).

Non-GAAP Financial Measures
We monitor and evaluate our operating and financial performance using several non-GAAP financial measures including: EBITDA, Adjusted EBITDA, Adjusted EBIT, Net Cash and Free Cash Flow, as well as a number of financial metrics measured on a constant currency basis. We believe that these non-GAAP financial measures provide useful and relevant information regarding our performance and our ability to assess our financial performance and financial position. They also provide us with comparable measures that facilitate management’s ability to identify operational trends, as well as make decisions regarding future spending, resource allocations and other operational decisions. While similar measures are widely used in the industry in which we operate, the financial measures we use may not be comparable to other similarly titled measures used by other companies nor are they intended to be substitutes for measures of financial performance or financial position as prepared in accordance with IFRS.

6



EBITDA and Adjusted EBITDA
EBITDA is defined as net profit before income tax expense, net financial expenses/(income) and depreciation and amortization. Adjusted EBITDA is defined as EBITDA as adjusted for income and costs, which are significant in nature, but expected to occur infrequently. The following table sets forth the calculation of EBITDA and Adjusted EBITDA for the three and nine months ended September 30, 2015 and 2014, and provides a reconciliation of these non-GAAP measures to net profit. EBITDA is presented by management to aid investors in their analysis of the performance of the Group and to assist investors in the comparison of the Group’s performance with that of other companies. Adjusted EBITDA is presented to demonstrate how the underlying business has performed prior to the impact of the adjusted items, which may obscure underlying performance and impair comparability of results between periods.
 
 
For the three months ended September 30,
 
For the nine months ended September 30,
 
 
 
2015
 
2014
 
2015
 
2014
 
 
 
(€ million)
Net profit
 
94

 
58

 
235

 
186

 
Income tax expense
 
48

 
36

 
119

 
95

 
Net financial (income)/expenses
 
(1
)
 
(5
)
 
5

 
(7
)
 
Amortization and depreciation
 
73

 
71

 
203

 
211

 
EBITDA
 
214

 
160

 
562

 
485

 
Expense related to the resignation of the former Chairman
 

 
15

 

 
15

 
Expenses incurred in relation to the IPO
 
5

 

 
11

 

 
Gain recognized on disposal of investment property assets and liabilities
 
(6
)
 

 
(6
)
 

 
Adjusted EBITDA
 
213

 
175

 
567

 
500

 
Adjusted EBIT
Adjusted EBIT represents EBIT as adjusted for income and costs, which are significant in nature, but expected to occur infrequently. We present such information in order to present how the underlying business has performed prior to the impact of such items, which may obscure underlying performance and impair comparability of results between the periods. The following table sets forth the calculation of Adjusted EBIT for the three and nine months ended September 30, 2015 and 2014.
 
 
For the three months ended September 30,
 
For the nine months ended September 30,
 
 
2015
 
2014
 
2015
 
2014
 
 
(€ million)
EBIT
 
141

 
89

 
359

 
274

Expense related to the resignation of the former Chairman
 

 
15

 

 
15

Expenses incurred in relation to the IPO
 
5

 

 
11

 

Gain recognized on disposal of investment property assets and liabilities
 
(6
)
 

 
(6
)
 

Adjusted EBIT
 
140

 
104

 
364

 
289


7



Net Cash    
Net Cash is the primary measure used by management to analyze our financial leverage and capital structure, and is one of the key indicators used to measure our financial position. The following table sets forth a reconciliation of Net Cash at September 30, 2015 and December 31, 2014, using information derived from our interim consolidated statement of financial position included elsewhere in this Interim Report.
 
At September 30,
 
At December 31,
 
2015
 
2014
 
(€ million)
Cash and cash equivalents
190

 
134

Deposits in FCA Group cash management pools
1,216

 
942

Financial liabilities with FCA Group
(389
)
 
(379
)
Financial liabilities with third parties
(190
)
 
(131
)
Total Net Cash
827

 
566

Free Cash Flow
Free Cash Flow is one of management’s primary key performance indicators to measure the Group’s performance and is defined as net cash generated from operations less cash flows used in investing activities. The following table sets forth our Free Cash Flow for the nine months ended September 30, 2015 and 2014 using information derived from our consolidated statement of cash flows.
 
 
For the nine months ended September 30,
 
 
2015
 
2014
 
 
(€ million)
Cash flows from operating activities
 
534

 
295

Cash flows used in investing activities
 
(196
)
 
(168
)
Free Cash Flow
 
338

 
127

Constant Currency Information

The “Results of Operations” discussion below includes information about our net revenues on a constant currency basis. We use this information to assess how the underlying business has performed independent of fluctuations in foreign currency exchange rates. We calculate constant currency by applying the prior-period average foreign currency exchange rates to current period financial data expressed in local currency in which the relevant financial statements are denominated, in order to eliminate the impact of foreign currency exchange rate fluctuations (see Note 5 “Other Information” to the Interim Condensed Consolidated Financial Statements, included in this Interim Report, for information on the foreign currency exchange rates applied). Although we do not believe that these measures are a substitute for GAAP measures, we do believe that such results excluding the impact of currency fluctuations year-on-year provide additional useful information to investors regarding the operating performance on a local currency basis. For example, if a U.S. entity with a U.S. Dollar functional currency recorded net revenues of $100 million for the nine months ended September 30, 2015 and 2014, we would have reported €90 million in net revenues (using the nine months ended September 30, 2015 average exchange rate of 1.1142) or a €16 million increase over the €74 million reported for the nine months ended September 30, 2014 (using the nine months ended September 30, 2014 average exchange rate of 1.3550). The constant currency presentation would translate the nine months ended September 30, 2015 net revenues using the nine months ended September 30, 2014 foreign currency exchange rates, and therefore indicate that the underlying net revenues on a constant currency basis were unchanged period-on-period.



8



Results of Operations
Three months ended September 30, 2015 compared to three months ended September 30, 2014
The following is a discussion of the results of operations for the three months ended September 30, 2015 compared to the three months ended September 30, 2014. The discussion of certain line items (cost of sales, selling, general and administrative costs and research and development costs) includes a presentation of such line items as a percentage of net revenues for the respective periods presented, to facilitate period-to-period comparisons.
 
 
For the three months ended September 30,
 
 
2015
 
Percentage of net revenues
 
2014
 
Percentage of net revenues
 
 
(€ million, except percentages)
Net revenues
 
723

 
100.0
%
 
662

 
100.0
 %
Cost of sales
 
372

 
51.5
%
 
384

 
58.0
 %
Selling, general and administrative costs
 
80

 
11.0
%
 
82

 
12.4
 %
Research and development costs
 
130

 
18.0
%
 
116

 
17.5
 %
Other expenses/(income)
 

 
%
 
(9
)
 
(1.3
)%
EBIT
 
141

 
19.5
%
 
89

 
13.4
 %
Net financial income
 
1

 
0.1
%
 
5

 
0.8
 %
Profit before taxes
 
142

 
19.6
%
 
94

 
14.2
 %
Income tax expense
 
48

 
6.6
%
 
36

 
5.4
 %
Net profit
 
94

 
13.0
%
 
58

 
8.8
 %
Net revenues
 
 
For the three months ended September 30,
 
Increase/(decrease)
 
 
2015
 
Percentage of net revenues
 
2014
 
Percentage of net revenues
 
2015 vs. 2014
 
 
(€ million, except percentages)
Cars and spare parts(1)
 
537

 
74.3
%
 
462

 
69.8
%
 
75

 
16.2
 %
Engines(2)
 
51

 
7.0
%
 
76

 
11.5
%
 
(25
)
 
(32.9
)%
Sponsorship, commercial and brand (3)
 
110

 
15.2
%
 
103

 
15.6
%
 
7

 
6.8
 %
Other(4)
 
25

 
3.5
%
 
21

 
3.1
%
 
4

 
19.0
 %
Total net revenues
 
723

 
100.0
%
 
662

 
100.0
%
 
61

 
9.2
 %
______________________________________
(1)
Includes the net revenues generated from shipments of our cars, including any personalization revenue generated on these cars and sales of spare parts.
(2)
Includes the net revenues generated from the sale of engines to Maserati for use in their cars, and the revenues generated from the rental of engines to other Formula 1 racing teams.
(3)
Includes the net revenues earned by our Formula 1 racing team through sponsorship agreements and our share of the Formula 1 World Championship commercial revenues and net revenues generated through the Ferrari brand, including merchandising, licensing and royalty income.
(4)
Primarily includes interest income generated by the Ferrari Financial Services group and net revenues from the management of the Mugello racetrack.


Net revenues for the three months ended September 30, 2015 were €723 million, an increase of €61 million, or 9.2 percent (an increase of 2.6 percent on a constant currency basis), from €662 million for the three months ended September 30, 2014.

9



Cars and spare parts
    
Net revenues generated from cars and spare parts were €537 million for the three months ended September 30, 2015, an increase of €75 million, or 16.2 percent, from €462 million for the three months ended September 30, 2014. The increase was attributable to a €57 million increase in net revenues from range and special series cars and spare parts for the three months ended September 30, 2015 and an €18 million increase in net revenues from supercars and limited edition cars, primarily due to shipments of the supercar LaFerrari and the FXX K, a special racing car that may only be used on track, shipments of which commenced in the second quarter of 2015.
    
The €57 million increase in net revenues from range and special series cars and spare parts was driven by a 21.6 percent increase in shipments, which was partially offset by an unfavorable shift in product mix. In particular, the proportion of V12 models shipped decreased from 20.6 percent for the three months ended September 30, 2014, to 13.2 percent for the three months ended September 30, 2015, and was primarily driven by a 27.5 percent decrease in shipments of the F12berlinetta, in line with model lifecycle as the model has been on the market since 2012 and clients tend to focus on more recently introduced cars. Shipments of V8 models increased by 32.9 percent, primarily as a result of achieving full production of the California T, as well as shipments of the 488 GTB, launched in Q1 2014, and the 458 Speciale Aperta, launched in Q4 2014. Such increase was partially offset by decreased shipments of the 458 Spider and 458 Italia, which are being phased out during 2015.
    
The €57 million increase in net revenues from range and special series cars and spare parts was composed of (i) a €46 million increase in Americas net revenues, (ii) a €20 million increase in Rest of APAC net revenues, and (iii) a €2 million increase in EMEA net revenues, which were partially offset by (iv) a €11 million decrease in Greater China net revenues.
    
The €46 million increase in Americas net revenues was primarily attributable to favorable foreign exchange impact, which was driven by the weakening of the Euro against the U.S. Dollar and an increase in shipments, mainly driven by the California T, that was partially offset by decreased shipments of the 458 Spider. Such increases were partially offset by unfavorable product mix impact.
    
The €20 million increase in Rest of APAC net revenues was attributable to an increase of €13 million in Japan net revenues and an increase of €7 million in other Rest of APAC net revenues. The €13 million increase in Japan net revenues was mainly driven by an 80.6 percent increase in shipments, mainly due to the California T and 458 VS. The €7 million increase in other Rest of APAC net revenues was driven by a 48.3 percent increase in shipments.
    
The €2 million increase in EMEA net revenues was primarily attributable to increased shipments, driven by the 458 Speciale Aperta and the 488 GTB, partially offset by decreased shipments due to the phase out of the 458 Spider and 458 Italia, as well as unfavorable mix.
    
The €11 million decrease in Greater China net revenues was primarily attributable to a €16 million decrease in mainland China net revenues, partially offset by a €4 million increase in Hong Kong net revenues and a €1 million increase in Taiwan net revenues. The decrease of €16 million in mainland China net revenues was primarily attributable to (i) unfavorable volume impact of €18 million due to a decrease in shipments of 34.7 percent, driven by the 458 Italia, 458 Spider and F12berlinetta, not yet compensated by the 488 GTB, which arrived in this market in Q3 2015, (ii) unfavorable product mix impact of €6 million and (iii) a €2 million decrease in net revenues generated by our personalization program, partially offset by (iv) favorable foreign exchange impact of €10 million.
    
The €18 million increase in net revenues from supercars and limited edition cars was primarily driven by an increase in shipments of the LaFerrari and the FXX K. In particular, the €18 million increase in net revenues from supercars and limited edition cars was composed of (i) a €56 million increase in Americas net revenues, partially offset by (ii) a €26 million decrease in Greater China net revenues and (iii) an €12 million decrease in EMEA net revenues.

Engines

Net revenues generated from engines were €51 million for the three months ended September 30, 2015, a decrease of €25 million, or 32.9 percent, from €76 million for the three months ended September 30, 2014. The €25 million decrease was entirely attributable to a decrease in net revenues generated from the sale of engines to Maserati, driven by a 41.8 percent decrease in the volume of engines shipped in accordance with the planned orders received from Maserati.

10




Sponsorship, commercial and brand

Net revenues generated from sponsorship, commercial agreements and brand management activities were €110 million for the three months ended September 30, 2015, an increase of €7 million, or 6.8 percent, from €103 million for the three months ended September 30, 2014. The increase was mainly driven by licensing and retail net revenues.

Other
Other net revenues were €25 million for the three months ended September 30, 2015, an increase of €4 million, or 19.0 percent, from €21 million for the three months ended September 30, 2014, primarily related to interest income generated by our financial services activities due to increased volumes.

Cost of sales
 
 
For the three months ended September 30,
 
Increase/(decrease)
 
 
2015
 
Percentage of net revenues
 
2014
 
Percentage of net revenues
 
2015 vs. 2014
 
 
(€ million, except percentages)
Cost of sales
 
372

 
51.5
%
 
384

 
58.0
%
 
(12
)
 
(3.1
)%
Cost of sales for the three months ended September 30, 2015, was €372 million, a decrease of €12 million, or 3.1 percent, from €384 million for the three months ended September 30, 2014. As a percentage of net revenues, cost of sales was 51.5 percent for the three months ended September 30, 2015, compared to 58.0 percent for the three months ended September 30, 2014.
The decrease in cost of sales was attributable to the combination of (i) decreased costs of €22 million related to lower Maserati engine shipments, partially offset by (ii) increased costs of €5 million related to product mix, (iii) an increase in cost of sales of supporting activities of €3 million, mainly related to financial services, and (iv) unfavorable foreign currency impact of €2 million.
The €22 million decrease in cost of sales related to the sale of engines to Maserati was driven by the 41.8 percent decrease in the volume of engines shipped to Maserati. The €5 million increase in cost of sales driven by product mix was mainly due to an increase in LaFerrari and FXX K shipments, which was only partially offset by an increase in the proportion of V8 models shipped, which in general have a lower cost of sales per unit.
The decrease in cost of sales as a percentage of net revenues was driven by a decrease in Maserati engine shipments as Maserati engines generate lower margins than we earn from the sale of cars and spare parts.
Selling, general and administrative costs
 
 
For the three months ended September 30,
 
Increase/(decrease)
 
 
2015
 
Percentage of net revenues
 
2014
 
Percentage of net revenues
 
2015 vs. 2014
 
 
(€ million, except percentages)
Selling, general and administrative costs
 
80

 
11.1
%
 
82

 
12.4
%
 
(2
)
 
(2.4
)%
Selling, general and administrative costs for the three months ended September 30, 2015 were €80 million, a decrease of €2 million, or 2.4 percent, from €82 million for the three months ended September 30, 2014. As a percentage of net revenues, selling, general and administrative costs were 11.1 percent for the three months ended September 30, 2015, compared to 12.4 percent for the three months ended September 30, 2014.

11



The decrease in selling, general and administrative costs was attributable to (i) €15 million of expenses related to the resignation of the former Chairman recognized for the three months ended September 30, 2014, which were partially offset by (ii) consultancy costs incurred in relation to the initial public offering amounting to €5 million, (iii) costs related to the launch of the 488 GTB and corporate events of €3 million, (iv) unfavorable foreign currency exchange impact of €2 million, (v) costs related to new store openings of €2 million, and (vi) an increase in other costs of €1 million.

Research and development costs
 
 
For the three months ended September 30,
 
Increase/(decrease)
 
 
2015
 
Percentage of net revenues
 
2014
 
Percentage of net revenues
 
2015 vs. 2014
 
 
(€ million, except percentages)
Amortization of capitalized development costs
 
31

 
4.3
%
 
31

 
4.7
%
 

 
%
Research and development costs expensed during the period
 
99

 
13.7
%
 
85

 
12.8
%
 
14

 
16.5
%
Research and development costs
 
130

 
18.0
%
 
116

 
17.5
%
 
14

 
12.1
%
Research and development costs for the three months ended September 30, 2015 were €130 million, an increase of €14 million, or 12.1 percent, from €116 million for the three months ended September 30, 2014. As a percentage of net revenues, research and development costs were 18.0 percent for the three months ended September 30, 2015, compared to 17.5 percent for the three months ended September 30, 2014.
The increase in research and development costs expensed during the period of €14 million was primarily driven by the Formula 1 activities and in particular reflected the Group’s efforts related to power unit projects.

Other expenses/(income), net
 
 
For the three months ended September 30,
 
Increase/(decrease)
 
 
2015
 
2014
 
2015 vs. 2014
 
 
(€ million, except percentages)
Other expenses/(income), net
 

 
(9
)
 
9

 
(100.0
)%
For the three months ended September 30, 2015, other expenses/(income), net included other income of €9 million, mainly composed of a €6 million gain on disposal of assets and liabilities related to investment properties and €3 million related to miscellaneous income, fully offset by other expenses of €9 million, mainly composed of €5 million related to provisions and €4 million related to miscellaneous expenses.
For the three months ended September 30, 2014, other expenses/(income), net included of miscellaneous income of €9 million.


12



EBIT
 
 
For the three months ended September 30,
 
Increase/(decrease)
 
 
2015
 
Percentage of net revenues
 
2014
 
Percentage of net revenues
 
2015 vs. 2014
 
 
(€ million, except percentages)
EBIT
 
141

 
19.5
%
 
89

 
13.4
%
 
52

 
58.4
%
EBIT for the three months ended September 30, 2015 was €141 million, an increase of €52 million, or 58.4 percent, from €89 million for the three months ended September 30, 2014.

The increase in EBIT was due to (i) favorable volume impact of €34 million, (ii) favorable product mix impact of €3 million, (iii) favorable foreign currency exchange impact of €10 million, (iv) a gain on disposal of assets and liabilities related to investment properties of €6 million, (v) decreased costs related to supporting activities and financial services of €11 million, and (vi) a decrease in selling, general and administrative costs of €2 million, which were partially offset by (vii) an increase in research and development costs of €14 million.

The positive volume impact of €34 million was primarily driven by a 21.6 percent increase in shipments of range and special series cars, driven by V8 models and in particular, the California T and newly launched 488 GTB, as well as positive impact from the personalization program. The positive product mix impact of €3 million was primarily driven by an increase in shipments of the LaFerrari and the FXX K, partially offset by an increase in the proportion of total shipments represented by V8 models. The positive foreign currency exchange impact was primarily driven by the strengthening of the U.S. Dollar and Pound Sterling against the Euro, partially offset by the weakening of the Japanese Yen.

As a percentage of net revenues, EBIT increased from 13.4 percent for the three months ended September 30, 2014 to 19.5 percent for the three months ended September 30, 2015, mainly due to cost of sales, which as a percentage of net revenues was 51.5 percent for the three months ended September 30, 2015, compared to 58.0 percent for the three months ended September 30, 2014.

Net financial income
 
 
For the three months ended September 30,
 
Increase/(decrease)
 
 
2015
 
2014
 
2015 vs. 2014
 
 
(€ million, except percentages)
Net financial income
 
1

 
5

 
(4
)
 
(80.0
)%
Net financial income for the three months ended September 30, 2015 were €1 million compared to net financial income of €5 million for the three months ended September 30, 2014.
    
The decrease in net financial income was driven by an increase in financial expenses related to industrial companies and mainly related to foreign exchange losses.


13



Income tax expense

 
 
For the three months ended September 30,
 
Increase/(decrease)
 
 
2015
 
2014
 
2015 vs. 2014
 
 
(€ million, except percentages)
Income tax expense
 
48

 
36

 
12

 
33.3
%

Income tax expense for the three months ended September 30, 2015 was €48 million, an increase of €12 million, or 33.3 percent, from €36 million for the three months ended September 30, 2014. The increase in income tax expense was mainly attributable to an increase in profit before taxes from €94 million for the three months ended September 30, 2014 to €142 million for the three months ended September 30, 2015. The effective tax rate net of Italian Regional Income Tax (IRAP) was 30.9 percent for the three months ended September 30, 2015 as compared to 34.8 percent for the three months ended September 30, 2014, primarily due to deferred tax liabilities on unremitted earnings that we recognized in the three months ended September 30, 2014.
Nine months ended September 30, 2015 compared to nine months ended September 30, 2014
The following is a discussion of the results of operations for the nine months ended September 30, 2015 compared to the nine months ended September 30, 2014. The discussion of certain line items (cost of sales, selling, general and administrative costs and research and development costs) includes a presentation of such line items as a percentage of net revenues for the respective periods presented, to facilitate period-to-period comparisons.


 
 
For the nine months ended September 30,
 
 
2015
 
Percentage of net revenues
 
2014
 
Percentage of net revenues
 
 
(€ million, except percentages)
Net revenues
 
2,110

 
100.0
 %
 
2,011

 
100.0
 %
Cost of sales
 
1,094

 
51.8
 %
 
1,122

 
55.8
 %
Selling, general and administrative costs
 
232

 
11.0
 %
 
225

 
11.2
 %
Research and development costs
 
421

 
20.0
 %
 
392

 
19.5
 %
Other expenses/(income), net
 
4

 
0.2
 %
 
(2
)
 
(0.1
)%
EBIT
 
359

 
17.0
 %
 
274

 
13.6
 %
Net financial (expenses)/income
 
(5
)
 
(0.2
)%
 
7

 
0.4
 %
Profit before taxes
 
354

 
16.8
 %
 
281

 
14.0
 %
Income tax expense
 
119

 
5.7
 %
 
95

 
4.8
 %
Net profit
 
235

 
11.1
 %
 
186

 
9.2
 %

14



Net revenues
 
 
For the nine months ended September 30,
 
Increase/(decrease)
 
 
2015
 
Percentage of net revenues
 
2014
 
Percentage of net revenues
 
2015 vs. 2014
 
 
(€ million, except percentages)
Cars and spare parts(1)
 
1,545

 
73.2
%
 
1,412

 
70.2
%
 
133

 
9.4
 %
Engines(2)
 
172

 
8.2
%
 
228

 
11.3
%
 
(56
)
 
(24.6
)%
Sponsorship, commercial and brand(3)
 
322

 
15.3
%
 
309

 
15.4
%
 
13

 
4.2
 %
Other(4)
 
71

 
3.3
%
 
62

 
3.1
%
 
9

 
14.5
 %
Total net revenues
 
2,110

 
100.0
%
 
2,011

 
100.0
%
 
99

 
4.9
 %
_________________________________
(1)
Includes the net revenues generated from shipments of our cars, including any personalization revenue generated on these cars and sales of spare parts.
(2)
Includes the net revenues generated from the sale of engines to Maserati for use in their cars and the revenues generated from the rental of engines to other Formula 1 racing teams.
(3)
Includes the net revenues earned by our Formula 1 racing team through sponsorship agreements and our share of the Formula 1 World Championship commercial revenues and net revenues generated through the Ferrari brand, including merchandising, licensing and royalty income.
(4)
Primarily includes interest income generated by the Ferrari Financial Services group and net revenues from the management of the Mugello racetrack.
 

Net revenues for the nine months ended September 30, 2015 were €2,110 million, an increase of €99 million, or 4.9 percent (a decrease of 2.0 percent on a constant currency basis), from €2,011 million for the nine months ended September 30, 2014.

Cars and spare parts

Net revenues generated from cars and spare parts were €1,545 million for the nine months ended September 30, 2015, an increase of €133 million, or 9.4 percent, from €1,412 million for the nine months ended September 30, 2014. The increase was attributable to a €113 million increase in net revenues from supercars and limited edition cars, driven by higher shipments of the LaFerrari and the FXX K, and a €20 million increase in net revenues from range and special series cars and spare parts for the nine months ended September 30, 2015, as compared to the nine months ended September 30, 2014.

The €113 million increase in net revenues from supercars and limited edition cars was composed of (i) a €148 million increase in Americas net revenues and (ii) a €16 million increase in Rest of APAC net revenues, which were partially offset by (iii) a €27 million decrease in Greater China net revenues and (iv) a €24 million decrease in EMEA net revenues.

The €20 million increase in net revenues from range and special series cars and spare parts was primarily driven by higher shipments of V8 models, partially offset by an unfavorable shift in product mix towards relatively more V8 models and fewer V12 models. In particular, the proportion of V12 models shipped decreased from 26.6 percent for the nine months ended September 30, 2014 to 17.1 percent for the nine months ended September 30, 2015, and was primarily driven by a 36.0 percent decrease in shipments of the F12berlinetta, in line with model lifecycle as the model has been on the market since 2012 and clients tend to focus on more recently introduced cars. Shipments of V8 models increased by 19.5 percent, principally as a result of achieving full production of the 458 Speciale Aperta, California T and 488 GTB, partially offset by decreases in shipments of the 458 Italia and 458 Spider, which are being phased out during 2015.

The €20 million increase in net revenues from range and special series cars and spare parts was composed of (i) a €99 million increase in Americas net revenues and (ii) a €53 million increase in Rest of APAC net revenues, which were partially offset by (iii) a €103 million decrease in EMEA net revenues and (iv) a €29 million decrease in Greater China net revenues.

The €99 million increase in Americas net revenues was primarily attributable to favorable foreign exchange impact, driven by the weakening of the Euro against the U.S. Dollar and favorable volume impact, driven by the California T. Such increases were partially offset by unfavorable product mix impact.


15



The €53 million increase in Rest of APAC net revenues was primarily attributable to an increase of €40 million in Japan net revenues and an increase of €12 million in Australia net revenues. The €40 million increase in Japan net revenues was primarily attributable to favorable volume impact of €37 million due to a 66.4 percent increase in shipments, mainly driven by the California T and 458 VS. The €12 million increase in Australia net revenues was mainly driven by an 79.5 percent increase in shipments.

The €103 million decrease in EMEA net revenues was primarily attributable to decreased shipments, driven by the 458 Italia and 458 Spider, which are being phased out during 2015. In particular, shipments decreased by 21.7 percent in the Middle East, 14.9 percent in Germany and 7.7 percent in Switzerland, offsetting increased shipments of 20.4 percent in the UK, 10.6 percent in Italy, 5.5 percent in France and 0.9 percent in Rest of EMEA.
    
The €29 million decrease in Greater China net revenues was primarily attributable to a decrease of €42 million in mainland China net revenues, partially offset by an increase of €10 million in Hong Kong net revenues and an increase of €3 million in Taiwan net revenues. The decrease of €42 million in mainland China net revenues was driven by (i) unfavorable volume impact of €41 million as a result of a 31.7 percent decrease in shipments, (ii) unfavorable product mix impact of €14 million and (iii) a €8 million decrease in net revenues from our personalization program and the sale of spare parts, partially offset by (iv) favorable foreign exchange impact of €21 million.

Engines

Net revenues generated from engines were €172 million for the nine months ended September 30, 2015, a decrease of €56 million, or 24.6 percent, from €228 million for the nine months ended September 30, 2014. The €56 million decrease was attributable to a €47 million decrease in net revenues generated from the sale of engines to Maserati, driven by a 28.0 percent decrease in the volume of engines shipped in accordance with the planned orders received from Maserati, and a €9 million decrease in net revenues generated from the rental of power units to other Formula 1 teams.

Sponsorship, commercial and brand

Net revenues generated from sponsorship, commercial agreements and brand management activities were €322 million for the nine months ended September 30, 2015, an increase of €13 million, or 4.2 percent, from €309 million for the nine months ended September 30, 2014. The increase was driven by sponsorship and commercial net revenues, primarily related to our participation in the Formula 1 World Championship, which benefitted from the impact of the weakening of the Euro against the U.S. Dollar and an increase in retail and licensing net revenues.

Other

Other net revenues were €71 million for the nine months ended September 30, 2015, an increase of €9 million, or 14.5 percent, from €62 million for the nine months ended September 30, 2014, primarily related to our financial services activities due to increased volumes.

Cost of sales

 
 
For the nine months ended September 30,
 
Increase/(decrease)
 
 
2015
 
Percentage of net revenues
 
2014
 
Percentage of net revenues
 
2015 vs. 2014
 
 
(€ million, except percentages)
Cost of sales
 
1,094

 
51.8
%
 
1,122

 
55.8
%
 
(28
)
 
(2.5
)%
    
Cost of sales for the nine months ended September 30, 2015 was €1,094 million, a decrease of €28 million, or 2.5 percent, from €1,122 million for the nine months ended September 30, 2014. As a percentage of net revenues, cost of sales was 51.8 percent for the nine months ended September 30, 2015, compared to 55.8 percent for the nine months ended September 30, 2014.
    
The decrease in cost of sales was attributable to the combination of (i) decreased costs of €44 million related to lower Maserati engine shipments, (ii) technical and commercial savings achieved of €7 million, (iii) a decrease in depreciation and

16



amortization of €2 million, partially offset by (iv) increased costs of €17 million related to product mix, and (v) unfavorable foreign currency impact of €8 million.

The €44 million decrease in cost of sales related to the sale of engines to Maserati was driven by the 28.0 percent decrease in the volume of engines shipped to Maserati. The €17 million increase in cost of sales driven by unfavorable product mix was mainly due to an increase in LaFerrari and FXX K shipments for the nine months ended September 30, 2015, as compared to the nine months ended September 30, 2014, which was only partially offset by an increase in the proportion of V8 models shipped, which in general have a lower cost of sales per unit.
    
The decrease in cost of sales as a percentage of net revenues was driven by a decrease in Maserati shipments as Maserati engines generate lower margins than the sale of cars and spare parts.

Selling, general and administrative costs
 
 
For the nine months ended September 30,
 
Increase/(decrease)
 
 
2015
 
Percentage of net revenues
 
2014
 
Percentage of net revenues
 
2015 vs. 2014
 
 
(€ million, except percentages)
Selling, general and administrative costs
 
232

 
11.0
%
 
225

 
11.2
%
 
7

 
3.1
%
Selling, general and administrative costs for the nine months ended September 30, 2015 were €232 million, an increase of €7 million, or 3.1 percent, from €225 million for the nine months ended September 30, 2014. As a percentage of net revenues, selling, general and administrative costs were 11.0 percent for the nine months ended September 30, 2015, compared to 11.2 percent for the nine months ended September 30, 2014.
The increase in selling, general and administrative costs was mainly attributable to (i) consultancy costs incurred in relation to the initial public offering amounting to €11 million, (ii) unfavorable foreign currency impact of €6 million, (iii) costs related to new store openings of €3 million, and (iv) costs related to the launch of the 488 GTB and corporate events of €3 million, which were partially offset by (v) the impact of the expenses related to the resignation of our former Chairman of €15 million incurred in the nine months ended September 30, 2014, and (vi) a decrease in other costs of €1 million.

Research and development costs
 
 
For the nine months ended September 30,
 
Increase/(decrease)
 
 
2015
 
Percentage of net revenues
 
2014
 
Percentage of net revenues
 
2015 vs. 2014
 
 
(€ million, except percentages)
Amortization of capitalized development costs
 
87

 
4.1
%
 
93

 
4.6
%
 
(6
)
 
(6.5
)%
Research and development costs expensed during the period
 
334

 
15.9
%
 
299

 
14.9
%
 
35

 
11.7
 %
Research and development costs
 
421

 
20.0
%
 
392

 
19.5
%
 
29

 
7.4
 %
    
Research and development costs for the nine months ended September 30, 2015 were €421 million, an increase of €29 million, or 7.4 percent, from €392 million for the nine months ended September 30, 2014. As a percentage of net revenues, research and development costs were 20.0 percent for the nine months ended September 30, 2015, compared to 19.5 percent for the nine months ended September 30, 2014.
    
The increase in research and development costs expensed during the period of €35 million was primarily driven by the Formula 1 activities, and in particular reflecting the Group’s efforts related to power unit projects, partially offset by a decrease in the amortization of capitalized development costs of €6 million, primarily due to the completion of amortization of capitalized development costs relating to the 458 Italia and 458 Spider, as these models reach the end of their planned lifecycle.


17



Other expenses/(income), net
 
 
For the nine months ended September 30,
Increase/(decrease)
 
 
2015
 
2014
 
2015 vs. 2014
 
 
(€ million, except percentages)
Other expenses/(income), net
 
4

 
(2
)
 
6

 
n.m.

For the nine months ended September 30, 2015, other expenses/(income), net included other expenses of €19 million, mainly composed of €8 million related to provisions and €11 million related to miscellaneous expenses, partially offset by other income of €15 million, including a €6 million gain on disposal of assets and liabilities related to investment properties, €2 million related to rental income and €7 million related to miscellaneous income.

For the nine months ended September 30, 2014, other expenses/(income), net included other expenses of €14 million, mainly composed of €5 million related to provisions and €9 million related to miscellaneous expenses, more than offset by other income of €16 million, including €2 million related to rental income and €14 million related to miscellaneous income.

EBIT
 
 
For the nine months ended September 30,
 
Increase/(decrease)
 
 
2015
 
Percentage of net revenues
 
2014
 
Percentage of net revenues
 
2015 vs. 2014
 
 
(€ million, except percentages)
EBIT
 
359

 
17.0
%
 
274

 
13.6
%
 
85

 
31.0
%
EBIT for the nine months ended September 30, 2015 was €359 million, an increase of €85 million, or 31.0 percent, from €274 million for the nine months ended September 30, 2014.

The increase in EBIT was due to (i) favorable volume impact of €38 million, (ii) favorable product mix impact of €9 million, (iii) favorable foreign currency exchange impact of €35 million, (iv) a gain on disposal of assets and liabilities related to investment properties of €6 million, and (v) decreased costs related to supporting activities and financial services of €33 million, which were partially offset by (vi) an increase in research and development costs of €29 million and (vii) an increase in selling, general and administrative costs of €7 million.


The positive volume impact of €38 million was primarily attributable to the 5.9 percent increase in shipments of range and special series cars, driven by V8 models and in particular, the California T, the 458 Speciale Aperta and the newly launched 488 GTB. The positive product mix impact of €9 million was primarily driven by increases in shipments of the LaFerrari and the FXX K, partially offset by an increase in the proportion of total shipments represented by V8 models. The positive foreign currency exchange impact was primarily driven by the strengthening of the U.S. Dollar and Pound Sterling against the Euro, partially offset by the weakening of the Japanese Yen.

The decreased costs related to supporting activities and financial services of €33 million were driven by a decrease in financial services costs, brand, production efficiencies and to a lesser extent, to Formula 1 related costs.

As a percentage of net revenues, EBIT increased from 13.6 percent for the nine months ended September 30, 2014 to 17.0 percent for the nine months ended September 30, 2015, mainly due to the previously mentioned favorable foreign currency exchange impact and lower cost of sales, which as a percentage of net revenues was 51.8 percent for the nine months ended September 30, 2015, compared to 55.8 percent for the nine months ended September 30, 2014.


18



Net financial (expenses)/income
 
 
For the nine months ended September 30,
 
Increase/(decrease)
 
 
2015
 
2014
 
2015 vs. 2014
 
 
(€ million, except percentages)
Net financial (expenses)/income
 
(5
)
 
7

 
(12
)
 
n.m.
    
Net financial expenses for the nine months ended September 30, 2015 was €5 million compared to net financial income of €7 million for the nine months ended September 30, 2014.
    
The variation in net financial (expenses)/income was driven by an increase in financial expenses related to industrial companies and mainly related to foreign exchange losses.

Income tax expense
 
 
For the nine months ended September 30,
 
Increase/(decrease)
 
 
2015
 
2014
 
2015 vs. 2014
 
 
(€ million, except percentages)
Income tax expense
 
119

 
95

 
24

 
25.3
%
    
Income tax expense for the nine months ended September 30, 2015 was €119 million, an increase of €24 million, or 25.3 percent, from €95 million for the nine months ended September 30, 2014. The increase in income tax expense was primarily due to an increase in profit before taxes from €281 million for the nine months ended September 30, 2014 to €354 million for the nine months ended September 30, 2015. The effective tax rate net of IRAP was 29.3 percent for the nine months ended September 30, 2015, compared to 28.9 percent for the nine months ended September 30, 2014.

Liquidity and Capital Resources

Liquidity Overview

We require liquidity in order to meet our obligations and fund our business. Short-term liquidity is required to purchase raw materials, parts and components for car production, and to fund selling, administrative, research and development, and other expenses. In addition to our general working capital and operational needs, we expect to use cash for capital expenditures to support our existing and future products. We make capital investments mainly in Italy, for initiatives to introduce new products, enhance manufacturing efficiency, improve capacity, and for maintenance and environmental compliance. Our capital expenditures in 2015 are expected to be between €350 million to €400 million, mainly relating to property, plant and equipment and capitalized research and development costs, which we plan to fund primarily with cash generated from our operating activities. In connection with the Restructuring, we entered into the FCA Note. At October 17, 2015, the principal amount outstanding on the FCA Note was €2.8 billion, which we expect to refinance using third party financing. For further information on the FCA Note, refer to Note 1 of the Interim Condensed Consolidated Financial Statements. We believe that our cash generation together with our current liquidity will be sufficient to meet our obligations, including those resulting from the Restructuring, and fund our business and capital expenditures.

Our Net Cash position increased from €566 million at December 31, 2014, to €827 million at September 30, 2015, primarily driven by positive Free Cash Flow of €338 million for the nine months ended September 30, 2015. On a pro forma basis considering the impact of the FCA Note and the anticipated settlement of deposits in FCA's cash management pools and financial liabilities with FCA and third parties, Net Debt was €1,973 million at September 30, 2015.

Our business and results of operations depend on our ability to achieve certain minimum car shipment volumes. We have significant fixed costs and, therefore, changes in our car shipment volumes can have a significant effect on profitability and liquidity. We have historically managed our liquidity through participating in cash management and funding services provided by the treasury functions of the FCA Group. Therefore, our liquidity is essentially represented by deposits in FCA cash management pools.


19



Currently, our debt is mainly with the FCA Group and to a lesser extent with third parties and primarily relates to the financing of the financial services portfolios with the dealer network and clients. At September 30, 2015, we had total debt of €579 million (€510 million at December 31, 2014), of which €190 million (€131 million at December 31, 2014) was with third parties and the remainder with the FCA Group.    

Post-Restructuring we will be funded by a combination of capital markets transactions and bank facilities.

Cyclical Nature of Our Cash Flows

Our working capital is subject to month to month fluctuations due to, among others, production volumes, activity of our financial services portfolio, timing of tax payments and capital expenditures. In particular, our inventory levels increase in the periods leading up to launches of new models, during the phase out of prior models and at the end of the second quarter when our inventory levels are higher to support the summer plant shutdown. The expansion of our financial services portfolio, particularly in the United States of America, has increased our working capital requirements. The payment of taxes affects our working capital as a substantial portion of our taxes are paid in the fourth quarter of the year and a smaller portion in the third quarter of the year. In the future, following the Separation, as a standalone company, the timing of our tax payments may change. Finally, our capital expenditure requirements are, among others, influenced by the timing of the launch of new models and, in particular, our development costs peak in periods when we develop a significant number of new models to renew or refresh our product range.

We tend to generally receive payment for cars (other than those for which we provide dealer financing) between 30 and 40 days after the car is shipped while we tend to pay most suppliers between 90 and 105 days after we receive the raw materials or components. We maintain sufficient inventory of raw materials and components to ensure continuity of our production lines but delivery of most raw materials and components takes place monthly or more frequently in order to minimize inventories. Manufacture of one of our cars typically takes between 30 and 42 days, depending on the level of automation of the relevant production line, and the car is generally shipped to our dealers three to six days following the completion of production, although to ensure prompt deliveries in certain regions we may warehouse cars in local markets for longer periods of time. As a result, we tend to receive payment for cars shipped before we are required to make payment for the raw material and components used in manufacturing the cars.

Cash Flows

The following table summarizes the cash flows from/(used in) operating, investing and financing activities for each of the nine months ended September 30, 2015 and 2014. For a complete discussion of our cash flows, see our Interim Condensed Consolidated Financial Statements included elsewhere in this Interim Report.
 
 
For the nine months ended September 30,
 
 
2015
 
2014
 
 
(€ million)
Cash flows from operating activities
 
534

 
295

Cash flows used in investing activities
 
(196
)
 
(168
)
Cash flows from/(used) in financing activities
 
(288
)
 
(85
)
Translation exchange differences
 
6

 
8

Total change in cash and cash equivalents
 
56

 
50

    

Operating Activities - Nine months ended September 30, 2015    

For the nine months ended September 30, 2015, our cash flows from operating activities were €534 million, primarily the result of:

(i)
profit before taxes of €354 million adjusted to add back €203 million for depreciation and amortization expense, €34 million in provisions recognized, €38 million related to other non-cash expenses and income, relating primarily to the accruals to the allowances for doubtful trade and financing receivables and the provision for slow moving and obsolete inventories and €7 million related to net gains on disposals of property, plant and equipment, intangible assets and investment properties;

(ii)
€82 million related to cash generated by the decrease in receivables from financing activities, primarily driven by the full reimbursement of the financing of inventory related to the establishment of the Maserati standalone business in

20



China, which at December 31, 2014 was equal to €147 million, partially offset by the increase in the financial services client financing portfolio;

(iii)
€67 million relating to cash absorbed by the net change in other operating assets and liabilities, primarily attributable to an increase in other current assets and a decrease in other liabilities, driven by VAT, deferred income and foreign currency exchange translation;

(iv)
€76 million related to cash absorbed from the net change in inventories, trade payables and trade receivables, primarily driven by (a) a decrease in trade payables of €100 million, (b) an increase in inventories of €11 million, partially offset by (c) a decrease in trade receivables of €35 million; and

(v)
income taxes paid of €27 million.

Operating Activities - Nine months ended September 30, 2014

For the nine months ended September 30, 2014, our cash flows from operating activities were €295 million, primarily the result of:

(i)
profit before taxes of €281 million adjusted to add back €211 million for depreciation and amortization expense, €48 million in provisions recognized, €23 million related to other non-cash expenses and income and €1 million related to the net gain on disposals of property, plant and equipment, intangible assets and investment properties;

(ii)
€121 million relating to cash absorbed by the net change in other operating assets and liabilities, primarily due to an increase in other current assets;

(iii)
€110 million related to cash absorbed from the net change in inventories, trade payables and trade receivables, primarily driven by (a) a decrease in trade payables of €69 million, (b) an increase in inventories of €58 million, mainly related to inventories of the LaFerrari to be shipped in future periods, partially offset by (c) a decrease in trade receivables of €17 million;

(iv)
€20 million relating to cash absorbed by an increase in receivables from financing activities, mainly driven by an increase in business volumes of Ferrari Financial Services Inc; and

(v)
income taxes paid of €16 million.

Investing Activities - Nine months ended September 30, 2015

For the nine months ended September 30, 2015, our net cash used in investing activities was €196 million, primarily due to capital expenditures of €234 million, partially offset by €37 million proceeds from the disposal of assets and liabilities related to the investment properties. In particular, the €234 million of capital expenditures was comprised of (i) €115 million of additions to intangible assets, mainly related to externally acquired and internally generated development costs; and (ii) €119 million of additions to property, plant and equipment, related primarily to the new 488 GTB launched in 2015. For a detailed analysis of additions to property, plant and equipment and intangible assets see “-Capital Expenditures”.

Investing Activities - Nine months ended September 30, 2014

For the nine months ended September 30, 2014, our net cash used in investing activities was €168 million, primarily due to capital expenditures of €207 million, partially offset by €39 million related to cash acquired on transactions with the non-controlling interests in Ferrari International Cars Trading (Shanghai) Co. L.t.d. In particular, the €207 million capital expenditures were comprised of (i) €111 million of additions to intangible assets, mainly related to externally acquired and internally generated development costs, and (ii) €96 million of additions to property, plant and equipment, related primarily to engine assembly lines and plant and machinery for the LaFerrari and the California T models. For a detailed analysis of additions to property, plant and equipment and intangible assets see “-Capital Expenditures”.

Financing Activities - Nine months ended September 30, 2015

For the nine months ended September 30, 2015, net cash used in financing activities was €288 million, primarily the result of:


21



(i)
€264 million related to the increase in deposits in FCA’s cash management pools;

(ii)
€41 million related to dividends paid to non-controlling interest in our Chinese distributor, Ferrari International Cars Trading (Shanghai) Co. Ltd;

(i)
€31 million related to net change in financial liabilities with FCA;

(iv)
€9 million related to net change in other debt; and

(v)
€8 million related to the acquisition of non-controlling interest of the subsidiary Ferrari Financial Services S.p.A.

Partially offset by:

(i)
€65 million related to net proceeds from bank borrowings primarily related to an increase in the Ferrari Financial Services Inc facility with Sumitomo Bank, which was fully drawn down to finance the financial services portfolio in the United States of America.

Financing Activities - Nine months ended September 30, 2014

For the nine months ended September 30, 2014, net cash used in financing activities was €85 million, primarily the result of:

(i)
€198 million related to the increase in deposits in FCA’s cash management pools; and

(ii)
€18 million related to net change in other debt.

Partially offset by:

(i)
€66 million related to the net change in financial liabilities with FCA; and

(ii)
€65 million related to net proceeds from bank borrowings.

Capital Expenditures

Capital expenditures are defined as cash outflows that result in additions to property, plant and equipment and intangible assets. Capital expenditures were €234 million and €207 million for the nine months ended September 30, 2015 and 2014.

The following table sets a forth a breakdown of capital expenditures by category for each of the nine months ended September 30, 2015 and 2014.

 
 
For the nine months ended September 30,
 
 
2015
 
2014
 
 
(€ million)
Intangible assets
 
 
 
 
Externally acquired and internally generated development costs
 
108

 
101

Patents, concessions and licenses
 
4

 
7

Other intangible assets
 
3

 
3

Total intangible assets
 
115

 
111

Property, plant and equipment
 
 
 
 
Industrial buildings
 
13

 
1

Plant, machinery and equipment
 
66

 
52

Other assets
 
9

 
7

Advances and assets under construction
 
31

 
36

Total property, plant and equipment
 
119

 
96

Total capital expenditures
 
234

 
207


22



Intangible assets
Our total capital expenditures in intangible assets was €115 million and €111 million for the nine months ended September 30, 2015 and 2014, respectively, the most significant component of which relates to externally acquired and internally generated development costs. In particular, we make such investments to support the development of our current and future product offering. The capitalized development costs primarily include materials costs and personnel expenses relating to engineering, design and development focused on content enhancement of existing cars and new models. We constantly invest in product development to ensure we can quickly and efficiently respond to market demand and/or technological breakthroughs and in order to maintain our position at the top of the performance and luxury sports car market.
For the nine months ended September 30, 2015, we invested €108 million in externally acquired and internally generated development costs, of which €59 million related to development of models to be launched in future years, €32 million related to development of the 488 GTB and 488 Spider, new models which were presented in 2015, €11 million related to components and €6 million related to investments to develop other existing models in our product line.
For the nine months ended September 30, 2014, we invested €101 million in externally acquired and internally generated development costs, of which €48 million related to the development of the 488 GTB, €24 million related to development of models to be launched in future years, €11 million related to development of the California T, €7 million related to the LaFerrari, €6 million related to investments to develop other existing models in our product line and €5 million related to components.
Investment in other intangible assets mainly relates to costs recognized for the registration of trademarks, patents, concessions and licenses.
Property, plant and equipment
Our total capital expenditure in property, plant and equipment was €119 million and €96 million for the nine months ended September 30, 2015 and 2014, respectively.
Our most significant investments generally relate to plant, machinery and equipment, which amounted to €66 million for the nine months ended September 30, 2015 (€52 million for the nine months ended September 30, 2014) and to a lesser extent advances and assets under construction, which amounted to €31 million for the nine months ended September 30, 2015 (€36 million for the nine months ended September 30, 2014). In particular, our most significant investments include engine assembly lines and plant and machinery used for engine testing to ensure engines deliver the expected performance prior to installation in the car, referred to as the test bench.
For the nine months ended September 30, 2015, investments in plant and machinery of €66 million were composed of €25 million related to the 488 GTB, €7 million related to the F12tdf, a new limited edition car announced in October 2015, €6 million related to engine assembly lines, €4 million of plant related to our personalization program and €3 million related to the California T. The residual amount of capital expenditure in plant, machinery and equipment was largely related to the purchase of industrial tools needed for production of cars.
For the nine months ended September 30, 2014, investments in plant and machinery of €52 million were composed of €10 million related to the California T, €6 million related to the LaFerrari, €8 million related to engine assembly lines and €3 million related to the 488 GTB. The residual amount of capital expenditure in plant, machinery and equipment was largely related to the purchase of industrial tools needed for production of cars.
Advances and assets under construction for the nine months ended September 30, 2015 amounted to €31 million and €36 million for the nine months ended September 30, 2014.
In particular for the nine months ended September 30, 2015, and for the nine months ended September 30, 2014, advances and assets under construction primarily related to investments in car production lines.
Net Cash/(Net Debt)
Net Cash/(Net Debt) is the primary measure used by management to analyze our financial leverage and capital structure, and is one of the key indicators used to measure our financial position. The following table sets forth a reconciliation of Net Cash at September 30, 2015 and December 31, 2014, using information derived from the consolidated statement of financial position included elsewhere in this Interim Report. The following table also sets forth pro forma Net Debt at September 30, 2015, which is based on Net Cash as adjusted to reflect the FCA Note and the anticipated settlement of deposits in FCA’s cash management

23



pools and debt with FCA and third parties, which will be settled in cash on completion of the separation. Intercompany trade receivables and payables will be settled in the normal course of business. The Net Cash at September 30, 2015 of €827 million will be used to partially settle the residual principal amount under the FCA Note. As a result of the previously mentioned transactions, total equity at September 30, 2015 on a pro forma basis is negative €93 million.
 
At September 30,
 
At September 30,
 
At December 31,
 
2015
 
2015
 
2014
 
(Pro forma)
 
 
 
 
 
(€ million)
Cash and cash equivalents
190

 
190

 
134

Deposits in FCA Group cash management pools

 
1,216

 
942

Total liquidity
190

 
1,406

 
1,076

Financial liabilities with FCA Group

 
(389
)
 
(379
)
Financial liabilities with third parties
(2,163
)
 
(190
)
 
(131
)
Total Net Cash/(Net Debt)
(1,973
)
 
827

 
566


Cash and cash equivalents

Cash and cash equivalents of €190 million at September 30, 2015 (€134 million at December 31, 2014) consist primarily of bank current accounts. Our cash and cash equivalents are denominated in various currencies and available to certain subsidiaries which operate in areas other than the United States of America and Europe. Cash held in such countries may be subject to transfer restrictions depending on the jurisdictions in which these subsidiaries operate. In particular, cash held in China is subject to certain repatriation restrictions (and may only be repatriated as dividends). Based on our review, we do not believe such transfer restrictions have an adverse impact on our ability to meet our liquidity requirements at the dates represented above. During the nine months ended September 30, 2015, Maserati fully settled the receivable, which at December 31, 2014 amounted to €147 million, deriving from the financing of inventory related to the establishment of the Maserati standalone business in China, resulting in an increase in cash and cash equivalents denominated in Chinese Yuan.

The following table sets forth an analysis of the currencies in which our cash and cash equivalents were denominated at the dates presented.

 
 
At September 30,
 
At December 31,
 
 
2015
 
2014
 
 
(€ million)
Chinese Yuan
 
123

 
74

Japanese Yen
 
37

 
27

Euro
 
14

 
10

U.S. Dollar
 
5

 
14

Other currencies
 
11

 
9

Total
 
190

 
134

Deposits in FCA Group cash management pools
Deposits in FCA Group cash management pools relate to our participation in a group-wide cash management system at FCA, where the operating cash management, main funding operations and liquidity investment of the Group are centrally coordinated by dedicated treasury companies with the objective of ensuring effective and efficient management of our funds. We access funds deposited in these accounts on a daily basis and have the contractual right to withdraw our funds on demand and terminate the cash management arrangements depending on FCA's ability to pay at the relevant time. The carrying value of deposits in FCA Group cash management pools approximates fair value based on the short maturity of these investments. Of the total €1,216 million of deposits in FCA Group cash management pools at September 30, 2015 (€942 million at December 31, 2014), €1,182 million was denominated in Euro and €34 million in U.S. Dollars (at December 31, 2014, €844 million was in denominated in Euro and €98 million in U.S. Dollars,). These arrangements will be terminated upon the Separation.

24



Total liquidity (defined as cash and cash equivalents plus deposits in FCA Group cash management pools) at September 30, 2015 was €1,406 million, of which 85.1 percent was denominated in Euro, 8.7 percent in Chinese Yuan, 2.8 percent in U.S. Dollars and 3.4 percent in other currencies. Total liquidity at December 31, 2014 was €1,076 million, of which 79.4 percent was denominated in Euro, 10.5 percent in U.S. Dollars, 6.9 percent in Chinese Yuan, and 3.2 percent in other currencies.
Financial liabilities with FCA Group
Financial liabilities with FCA Group at September 30, 2015 were €389 million (€379 million at December 31, 2014) and primarily relate to a credit line held with Fiat Chrysler Finance North America, the purpose of which is to finance the activities of our financial services portfolio in the Americas. The facility is denominated in U.S. Dollars and bore interest of 30 Day LIBOR plus a spread of 100 bps to May 31, 2015, 30 Day LIBOR plus a spread of 220 bps from June to August and 30 Day LIBOR plus a spread of 130 bps from September 2015.
Financial liabilities with third parties
Financial liabilities with third parties at September 30, 2015 were €190 million (€131 million at December 31, 2014). Financial liabilities with third parties relate to a number of arrangements mainly used to support the financial services operations. In particular, of the total financial liabilities with third parties at September 30, 2015, (i) €134 million related to a Ferrari Financial Services Inc. (€62 million at December 31, 2014), (ii) €30 million related to Ferrari Financial Services Japan KK (€34 million at December 31, 2014), (iii) €17 million related to Ferrari S.p.A. (€19 million at December 31, 2014) and (iv) €9 million related to Ferrari Financial Services S.p.A. (€15 million at December 31, 2014).

The financial liabilities with third parties of Ferrari Financial Services Inc. relate to a U.S. Dollar denominated credit facility, which bears interest at a variable rate of LIBOR plus a spread. This facility was renewed in July 2015 and increased to $150 million, from $75 million, and is payable in January 2016.

The financial liabilities with third parties of Ferrari Financial Services Japan KK, relate to medium-term loans provided by various local banks, denominated in Japanese Yen with maturity dates up to November 2016.

Other borrowings have been provided by various other banks, and are primarily denominated in the functional currency of the entity receiving the financing.

Funding of the Financial Services Portfolio

At September 30, 2015, approximately 96 percent (approximately 99 percent at December 31, 2014) of our financial services portfolio was funded through third party and intercompany debt.

Free Cash Flow

Free Cash Flow is one of management’s primary key indicators to measure the Group’s performance and is defined as net cash generated from operations less cash flows used in investing activities. The following table sets forth our Free Cash Flow for the nine months ended September 30, 2015 and 2014, using information derived from our consolidated statement of cash flows.

 
 
For the nine months ended September 30,
 
 
2015
 
2014
 
 
(€ million)
Cash flows from operating activities
 
534

 
295

Cash flows used in investing activities
 
(196
)
 
(168
)
Free Cash Flow
 
338

 
127

Free Cash Flow for the nine months ended September 30, 2015 was €338 million, an increase of €211 million from Free Cash Flow of €127 million for the nine months ended September 30, 2014. The increase in our Free Cash Flow was attributable to an increase in cash generated from operations, which was partially offset by an increase in cash used in investing activities. The increase in Free Cash Flow was mainly driven by the combination of (i) an increase in EBITDA and (ii) the impact of the

25



decrease in receivables from financing activities driven by the full reimbursement of the financing of inventory related to the establishment of the Maserati standalone business in China, both of which increased cash flows from operating activities.
    
    

26



Outlook
Shipments at 7.7 thousand units (including LaFerrari)
Net revenues ~€2.8 billion
Adjusted EBITDA: €725 million - €745 million range
Net debt: €1,975 million - €2,025 million range (€775 million - €825 million range - net of self-liquidating financial receivables portfolio)

27



INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS AND NOTES AT SEPTEMBER 30, 2015

























































28



FERRARI N.V.
INTERIM CONSOLIDATED INCOME STATEMENT
for the three and nine months ended September 30, 2015 and 2014
(Unaudited)

 
 
 
For the three months ended September 30,
 
For the nine months ended September 30,
 
Note
 
2015
 
2014
 
2015
 
2014
 
 
 
(€ thousand)
Net revenues
6
 
723,146

 
662,520

 
2,109,883

 
2,011,091

Cost of sales
7
 
372,277

 
383,963

 
1,094,015

 
1,121,909

Selling, general and administrative costs
8
 
80,193

 
81,468

 
232,293

 
224,851

Research and development costs
9
 
129,821

 
115,729

 
420,927

 
391,604

Other (income)/expenses, net
 
 
(547
)
 
(7,953
)
 
3,241

 
(1,636
)
EBIT
 
 
141,402

 
89,313

 
359,407

 
274,363

Net financial income/(expenses)
10
 
554

 
4,918

 
(5,408
)
 
6,427

Profit before taxes
 
 
141,956

 
94,231

 
353,999

 
280,790

Income tax expense
11
 
47,554

 
36,111

 
118,618

 
94,755

Profit from continuing operations
 
 
94,402

 
58,120

 
235,381

 
186,035

Net profit
 
 
94,402

 
58,120

 
235,381

 
186,035

Net profit attributable to:
 
 
 
 
 
 
 
 
 
Owners of the parent
 
 
93,965

 
56,617

 
233,599

 
182,397

Non-controlling interests
 
 
437

 
1,503

 
1,782

 
3,638

 
 
 
 
 
 
 
 
 
 
Basic and diluted earnings per ordinary share (in €)
12
 
0.50

 
0.30

 
1.24

 
0.97













The accompanying notes are an integral part of the Interim Condensed Consolidated Financial Statements.

F-29



FERRARI N.V.
INTERIM CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME/(LOSS)
for the three and nine months ended September 30, 2015 and 2014
(Unaudited)

 
 
 
For the three months ended September 30,
 
For the nine months ended September 30,
 
Note
 
2015
 
2014
 
2015
 
2014
 
 
 
(€ thousand)
Net profit
 
 
94,402

 
58,120

 
235,381

 
186,035

Items that will not be reclassified to the consolidated income statement in subsequent periods:
 
 
 
 
 
 
 
 
 
Losses on remeasurement of defined benefit plans
19
 

 
(698
)
 

 
(698
)
Total items that will not be reclassified to the consolidated income statement in subsequent periods
 
 

 
(698
)
 

 
(698
)
Items that may be reclassified to the consolidated income statement in subsequent periods:
 
 
 
 
 
 
 
 
 
Gains/(losses) on cash flow hedging instruments
19
 
39,326

 
(82,834
)
 
(10,296
)
 
(125,747
)
Exchange differences on translating foreign operations
19
 
(4,929
)
 
23,391

 
8,836

 
25,640

Related tax impact
19
 
(12,341
)
 
26,004

 
3,220

 
39,478

Total items that may be reclassified to the consolidated income statement in subsequent periods
 
 
22,056

 
(33,439
)
 
1,760

 
(60,629
)
Total other comprehensive income/(loss), net of tax

 
22,056

 
(34,137
)
 
1,760

 
(61,327
)
Total comprehensive income
 
 
116,458

 
23,983

 
237,141

 
124,708

Total comprehensive income/(loss) attributable to:
 
 
 
 
 
 
 
 
 
Owners of the parent
 
 
117,494

 
18,088

 
234,714

 
116,988

Non-controlling interests

 
(1,036
)
 
5,895

 
2,427

 
7,720













The accompanying notes are an integral part of the Interim Condensed Consolidated Financial Statements.

F-30



FERRARI N.V.
INTERIM CONSOLIDATED STATEMENT OF FINANCIAL POSITION
at September 30, 2015 and December 31, 2014
(Unaudited)

 
Note
 
At September 30,
2015
 
At December 31,
2014
 
 
 
(€ thousand)
Assets

 

 

Goodwill

 
787,178

 
787,178

Intangible assets
13
 
285,531

 
265,262

Property, plant and equipment
14
 
596,720

 
585,185

Investments and other financial assets
15
 
12,863

 
47,431

Deferred tax assets
11
 
132,507

 
111,716

Total non-current assets
 
 
1,814,799

 
1,796,772

Inventories
16
 
301,694

 
296,005

Trade receivables
17
 
135,620

 
183,642

Receivables from financing activities
17
 
1,198,727

 
1,224,446

Current tax receivables
17
 
11,248

 
3,016

Other current assets
17
 
68,762

 
52,052

Current financial assets
18
 
7,950

 
8,747

Deposits in FCA Group cash management pools
17
 
1,215,627

 
942,469

Cash and cash equivalents

 
190,081

 
134,278

Total current assets
 
 
3,129,709

 
2,844,655

Total assets

 
4,944,508

 
4,641,427

 
 
 
 
 
 
Equity and liabilities
 
 
 
 
 
Equity attributable to owners of the parent

 
2,701,730

 
2,469,618

Non-controlling interests

 
5,224

 
8,695

Total equity
19
 
2,706,954

 
2,478,313

 
 
 
 
 
 
Employee benefits

 
74,494

 
76,814

Provisions
20
 
141,670

 
134,774

Deferred tax liabilities
11
 
19,562

 
21,612

Debt
21
 
579,154

 
510,220

Other liabilities
22
 
631,504

 
670,378

Other financial liabilities
18
 
119,418

 
104,093

Trade payables
23
 
448,568

 
535,707

Current tax payables

 
223,184

 
109,516

Total equity and liabilities

 
4,944,508

 
4,641,427





The accompanying notes are an integral part of the Interim Condensed Consolidated Financial Statements.

F-31



FERRARI N.V.
INTERIM CONSOLIDATED STATEMENT OF CASH FLOWS
for the nine months ended September 30, 2015 and 2014
(Unaudited)
 
 
For the nine months ended September 30,
 
2015
 
2014
 
(€ thousand)
Cash and cash equivalents at beginning of the period
134,278

 
113,786

Cash flows from operating activities:
 
 
 
Profit before taxes
353,999

 
280,790

Amortization and depreciation
202,742

 
211,147

Provision accruals
34,012

 
47,813

Other non-cash expense and income
38,485

 
22,949

Net gains on disposal of property, plant and equipment, intangible assets and investment properties
(6,964
)
 
(742
)
Change in inventories
(10,922
)
 
(58,475
)
Change in trade receivables
35,026

 
16,726

Change in trade payables
(100,482
)
 
(68,552
)
Change in receivables from financing activities
81,565

 
(19,709
)
Change in other operating assets and liabilities
(66,529
)
 
(120,205
)
Income tax paid
(26,878
)
 
(16,314
)
Total
534,054

 
295,428

 
 
 
 
Cash flows used in investing activities:
 
 
 
Investments in property, plant and equipment
(119,092
)
 
(96,001
)
Investments in intangible assets
(115,176
)
 
(111,330
)
Change in investments and other financial assets
(370
)
 
6

Cash acquired in change in scope of consolidation

 
38,751

Proceeds from the sale of property, plant and equipment and intangible assets
1,370

 
781

Proceeds from the sale of assets and liabilities related to investment properties
37,130

 

Total
(196,138
)
 
(167,793
)
 
 
 
 
Cash flows used in financing activities:
 
 
 
Proceeds from bank borrowings
84,645

 
70,537

Repayment of bank borrowings
(19,695
)
 
(5,633
)
Net change in financial liabilities with FCA Group
(31,065
)
 
65,593

Net change in other debt
(9,496
)
 
(17,651
)
Net change in deposits in FCA Group cash management pools
(263,617
)
 
(198,157
)
Acquisition of non-controlling interest
(8,500
)
 

Dividends paid to non-controlling interest
(40,766
)
 

Total
(288,494
)
 
(85,311
)
 
 
 
 
Translation exchange differences
6,381

 
8,093

Total change in cash and cash equivalents
55,803

 
50,417

Cash and cash equivalents at end of the period
190,081

 
164,203

The accompanying notes are an integral part of the Interim Condensed Consolidated Financial Statements.

F-32



FERRARI N.V.
INTERIM CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY
for the nine months ended September 30, 2015 and 2014
(Unaudited)

 
Attributable to owners of the parent
 
 
 
 
 
Share capital
 
Retained earnings and other reserves
 
Cash flow hedge reserve
 
Currency translation differences
 
Remeasurement of defined benefit plans
 
Non-controlling interests
 
Total
 
(€ thousand)
At December 31, 2013
3,778

 
2,242,315

 
43,196

 
4,477

 
(4,260
)
 
26,776

 
2,316,282

Dividends declared

 

 

 

 

 
(72,704
)
 
(72,704
)
Transaction with non-controlling interest

 
(1,263
)
 

 

 

 
54,024

 
52,761

Net profit

 
182,397

 

 

 

 
3,638

 
186,035

Other comprehensive (loss)/income

 

 
(86,269
)
 
21,558

 
(698
)
 
4,082

 
(61,327
)
Reclassification (1)

 
1,191

 

 

 
(1,191
)
 

 

At September 30, 2014
3,778

 
2,424,640

 
(43,073
)
 
26,035

 
(6,149
)
 
15,816

 
2,421,047

 
Attributable to owners of the parent
 
 
 
 
 
Share capital
 
Retained earnings and other reserves
 
Cash flow hedge reserve
 
Currency translation differences
 
Remeasurement of defined benefit plans
 
Non-controlling interests
 
Total
 
(€ thousand)
At December 31, 2014
3,778

 
2,503,614

 
(58,557
)
 
29,912

 
(9,129
)
 
8,695

 
2,478,313

Transaction with non-controlling interest

 
(2,602
)
 

 

 

 
(5,898
)
 
(8,500
)
Net profit

 
233,599

 

 

 

 
1,782

 
235,381

Other comprehensive (loss)/income

 

 
(7,076
)
 
8,191

 

 
645

 
1,760

Reclassification (1)

 
(2,117
)
 

 

 
2,117

 

 

At September 30, 2015
3,778

 
2,732,494

 
(65,633
)
 
38,103

 
(7,012
)
 
5,224

 
2,706,954

(1) Relates to the reclassification of the actuarial gain/(loss) recognized on the remeasurement of the defined benefit pension plans








The accompanying notes are an integral part of the Interim Condensed Consolidated Financial Statements.

F-33



FERRARI N.V.
NOTES TO THE INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)


1. BACKGROUND AND GENERAL INFORMATION
    
Fiat S.p.A., (merged with and into Fiat Chrysler Automobiles N.V. in October 2014, Fiat S.p.A. and Fiat Chrysler Automobiles are defined as “FCA” as the context requires and together with their subsidiaries the “FCA Group”) acquired 50 percent of Ferrari S.p.A. in 1969, and over time expanded this shareholding to 90 percent ownership. The 90 percent shareholding was held by FCA until October 17, 2015, while the remaining 10 percent non-controlling interest was owned by Piero Ferrari until October 17, 2015.
    
On October 29, 2014, FCA announced its intention to separate Ferrari S.p.A. from FCA. The separation is expected to occur through a series of transactions (together defined as the “Separation”) including (i) an intra-group restructuring which resulted in our acquisition of the assets and business of Ferrari North Europe Limited and the transfer by FCA of its 90 percent shareholding in Ferrari S.p.A. to Ferrari N.V. (herein referred to as “Ferrari” or the “Company” and together with Ferrari S.p.A. and its subsidiaries the “Group”), (ii) the transfer of Piero Ferrari’s 10 percent shareholding in Ferrari S.p.A. to the Company, (iii) the initial public offering of common shares of the Company, and (iv) the distribution, following the initial public offering, of FCA’s remaining interest in Ferrari to its shareholders. After the Separation, Ferrari will operate as an independent, publicly traded company.
    
The transactions described above in (i) and (ii) (which are referred collectively to as the “Restructuring”) were completed on October 17, 2015 through the following steps:

The Company acquired from Ferrari North Europe Limited its assets and business of providing sales, after-sales and support services for the Ferrari brand and in exchange the Company issued to Ferrari North Europe Limited a note in the principal amount of £2.8 million (the “FNE Note”).

FCA transferred to the Company all of the issued and outstanding share capital that it previously held in Ferrari S.p.A. (representing 90 percent of the share capital of Ferrari S.p.A.), and in exchange the Company issued to FCA a note in the principal amount of €7.9 billion (the “FCA Note”).

FCA contributed cash of €5.1 billion to the Company in consideration of the issue to FCA of 156,917,727 common shares and 161,917,727 special voting shares of the Company. Following a subsequent transaction with Piero Ferrari, FCA owns 170,029,440 common shares and special voting shares, equal to 90 percent of the Company’s common shares outstanding. €5.1 billion of the proceeds received from FCA were applied to settle a portion of the FCA Note, following which the principal outstanding on the FCA Note is €2.8 billion, which is expected to be refinanced through third party debt.

Piero Ferrari transferred his 10 percent interest in Ferrari S.p.A. to the Company and in exchange the Company issued to Piero Ferrari 27,003,873 of its common shares and the same number of special voting shares. Following a subsequent transaction with FCA, Piero Ferrari owns 18,892,160 common shares and special voting shares, equal to 10.0 percent of the Company’s common shares outstanding. The Company did not receive any cash consideration as part of this transaction.

The Restructuring comprised: (i) a capital reorganization of the group under the Company, and (ii) the issuance of the FCA Note which is expected to be subsequently refinanced. In preparing these interim condensed consolidated financial statements at and for the nine months ended September 30, 2015 (the "Interim Condensed Consolidated Financial Statements"), the Company has retrospectively applied FCA’s basis of accounting for the Restructuring based on the following:

(i)
The capital reorganization:

The Company was formed by FCA solely to effect the Separation and will be controlled by FCA until completion of the Separation. Therefore, the capital reorganization does not meet the definition of a business combination in the context of IFRS 3 - “Business Combinations” but rather a combination of entities under common control and as such is excluded from the scope of IFRS 3. IFRS (as defined below) has no applicable guidance in accounting for such transactions. IAS 8 - “Accounting Policies, Changes in Accounting Estimates and Errors” states that in the absence of an IFRS which specifically applies to a transaction, the Company may consider the most recent pronouncements of other standard-setting bodies that use a similar conceptual framework to

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FERRARI N.V.
NOTES TO THE INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)

develop accounting standards or other accounting literature and accepted industry practices, to the extent that these do not conflict with the requirements in IFRS for dealing with similar and related issues or the definitions, recognition criteria and measurement concepts for assets, liabilities, income and expenses in the IFRS Conceptual Framework for Financial Reporting (the “Framework”). Accordingly, the Company has considered the guidance in ASC 805-50-30-5 on common control transactions, which indicates that the receiving entity (the Company) is able to reflect the transferred assets and liabilities in its own accounting records at the carrying amount in the accounting records of the transferring entity (FCA). As a result, these consolidated financial statements include FCA’s recorded goodwill relating to Ferrari S.p.A. in the amount of €780,542 thousand.

The retrospective accounting for the capital reorganization is consistent with the principles underlying paragraph 64 of IAS 33 - “Earnings per Share” which requires calculation of basic and diluted earnings per share for all periods presented to be adjusted retrospectively if changes occur to the capital structure after the reporting period but before the financial statements are authorized for issue. SAB Topic 4C also requires that such changes be given retroactive effect in the balance sheet where they occur after the reporting period but before the financial statements are authorized for issue. The capital reorganization has been accounted for as though it had occurred effective January 1, 2014. In particular:

The issuance of 156,917,727 common shares and 161,917,727 special voting shares in the Company to FCA has been reflected as share capital and share premium in the amounts of €3.2 million and €5,098.0 million, respectively, with an offset to retained earnings of €5.1 billion.

The issuance of 27,003,873 common shares and the same number of special voting shares in the Company to Piero Ferrari has been reflected as share capital and share premium in the amounts of €0.6 million and €877.4 million, respectively, with an offset to retained earnings of €878.0 million.

The historical number of common shares, nominal value per share, basic and diluted earnings per common share amounts and other per share disclosures retrospectively reflect the capital structure of the Company post Restructuring for all periods presented, with the required disclosures presented in Notes 12 and 19.

The Restructuring has been performed based on an independent appraisal performed for Dutch legal requirements.

(ii)
The issuance of the FCA Note:

The FCA Note and subsequent refinancing have not been reflected in the Interim Condensed Consolidated Financial Statements. The acquisition of the Ferrari North Europe Limited assets and business and the FNE Note eliminate on consolidation.

The transaction described above in (iii) was completed on October 21, 2015, when the Company’s shares were admitted to listing on the New York Stock Exchange, as a result of which FCA now has 80 percent ownership.

The transaction described in (iv) relating to the distribution is expected to take place in January 2016.

2. AUTHORIZATION OF INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS AND COMPLIANCE WITH INTERNATIONAL FINANCIAL REPORTING STANDARDS
    
These Interim Condensed Consolidated Financial Statements of Ferrari N.V. were authorized for issuance on November 4, 2015, and have been prepared in accordance with IAS 34 - Interim Financial Reporting. The Interim Condensed Consolidated Financial Statements should be read in conjunction with the Group’s consolidated financial statements at and for the year ended December 31, 2014 (the “Consolidated Financial Statements”), which have been prepared in accordance with International Financial Reporting Standards (“IFRS”) as issued by the International Accounting Standards Board (“IFRS”) and IFRS as endorsed by the European Union. The designation IFRS also includes International Accounting Standards (“IAS”) as well as all the interpretations of the International Financial Reporting Interpretations Committee (“IFRIC” and “SIC”). The accounting policies adopted are consistent with those used at December 31, 2014, except as described in the following paragraph “-New standards and amendments effective from January 1, 2015.”

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FERRARI N.V.
NOTES TO THE INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)

3. BASIS OF PREPARATION FOR INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
    
The preparation of the Interim Condensed Consolidated Financial Statements requires management to make estimates and assumptions that affect the reported amounts of revenues, expenses, assets, liabilities and disclosure of contingent liabilities. If in the future such estimates and assumptions, which are based on management’s best judgment at the date of these Interim Condensed Consolidated Financial Statements, deviate from the actual circumstances, the original estimates and assumptions will be modified as appropriate in the period in which the circumstances change. Reference should be made to the section “-Use of estimates” in the Consolidated Financial Statements for a detailed description of the more significant valuation procedures used by the Group.
    
Moreover, in accordance with IAS 34, certain valuation procedures, in particular those of a more complex nature regarding matters such as any impairment of non-current assets, are only carried out in full during the preparation of the annual financial statements, when all the information required is available, other than in the event that there are indications of impairment, when an immediate assessment is necessary. In the same way, the actuarial valuations that are required for the determination of employee benefit provisions are also usually carried out during the preparation of the annual consolidated financial statements, unless in the event of significant market fluctuation, plan amendments or curtailments and settlements.
    
The recognition of income taxes is based upon the best estimate of the actual tax rate expected for the full financial year for each entity included in the scope of consolidation.
    
The Group’s presentation currency is Euro, which is also the functional currency of the Company, and unless otherwise stated information is presented in thousands of Euro.
    
Format of the Interim Condensed Consolidated Financial Statements
    
The Interim Condensed Consolidated Financial Statements include the interim consolidated income statement, interim consolidated statement of comprehensive income/(loss), interim consolidated statement of financial position, interim consolidated statement of cash flows, interim consolidated statement of changes in equity and notes thereto.
    
New standards and amendments effective from January 1, 2015
    
The following new standards and amendments that are applicable from January 1, 2015 were adopted by the Group for the purpose of the preparation of the Interim Condensed Consolidated Financial Statements.

The Group adopted the narrow scope amendments to IAS 19 - Employee benefits entitled “Defined Benefit Plans: Employee Contributions” which apply to contributions from employees or third parties to defined benefit plans in order to simplify their accounting in specific cases. There was no effect from the adoption of these amendments.

The Group adopted the IASB’s Annual Improvements to IFRSs 2010 - 2012 Cycle and Annual Improvements to IFRSs 2011-2013 Cycle. The most important topics addressed in these amendments are, among others, the definition of vesting conditions in IFRS 2 - Share-based Payments, the disclosure on judgment used in the aggregation of operating segments in IFRS 8 - Operating Segments, the identification and disclosure of a related party transaction that arises when a management entity provides key management personnel service to a reporting entity in IAS 24 - Related Party Disclosures, the extension of the exclusion from the scope of IFRS 3 - Business Combinations to all types of joint arrangements and to clarify the application of certain exceptions in IFRS 13 - Fair Value Measurement. There was no significant effect from the adoption of these amendments.

Amendments issued in 2015

On September 11, 2015 the IASB issued an amendment to the revenue standard, IFRS 15 - Revenue from Contracts with Customers, formalizing the deferral of the effective date by one year to 2018.
At the date of these Interim Condensed Consolidated Financial Statements the IASB had not issued any new standards, amendments or interpretations in addition to those described in the Consolidated Financial Statements at December 31, 2014. Reference should be made to the section “New standards, amendments and interpretations not yet effective in the Consolidated Financial Statements” for a detailed description of new standards not yet effective at September 30, 2015.


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FERRARI N.V.
NOTES TO THE INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)

Scope of consolidation

On September 23, 2015, the Group entered into an agreement to sell a group of assets related to its investment properties, including its participation in Ferrari GE.D. S.p.A. to the tenant, Maserati S.p.A.. Further details of the transaction are provided in Note 15.

On July 28, 2015, the Group acquired the remaining 10% of non-controlling interest of its subsidiary Ferrari Financial Services S.p.A. from Aldasa GmbH, and as a result owns 100% of the share capital of the company.

Other than as set forth above, there has been no change in the scope of consolidation.

4. FINANCIAL RISK FACTORS
    
The Group is exposed to various operational financial risks, including credit risk, liquidity risk, financial market risk (relating mainly to foreign currency exchange rates and interest rates). The Interim Condensed Consolidated Financial Statements do not include all the information and notes on financial risk management required in the preparation of the annual consolidated financial statements. For a detailed description of this information for the Group, reference should be made to Note 29 to the Consolidated Financial Statements.
    
There have been no changes in the risk management policies as compared to those disclosed in Note 29 to the Consolidated Financial Statements.

5. OTHER INFORMATION
The principal foreign currency exchange rates used to translate other currencies into Euro were as follows:

2015
 
2014

Average for the nine months ended September 30,
 
At September 30,
 
Average for the nine months ended September 30,
 
At September 30,
 
At December 31,
U.S. Dollar
1.1142

 
1.1203

 
1.3550

 
1.2583

 
1.2141

Pound Sterling
0.7272

 
0.7385

 
0.8119

 
0.7773

 
0.7789

Swiss Franc
1.0620

 
1.0915

 
1.2180

 
1.2063