Ferrari NV 20-F 12.31.2015
Total Page：16
File Type：pdf, Size：1020Kb
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 20-F REGISTRATION STATEMENT PURSUANT TO SECTIONS 12(b) OR 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934 OR ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Fiscal Year Ended December 31, 2015 OR TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 OR SHELL COMPANY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission File Number 001-36085 Ferrari N.V. (Exact Name of Registrant as Specified in Its Charter) The Netherlands (Jurisdiction of Incorporation or Organization) Via Abetone Inferiore n. 4 I-41053 Maranello (MO) Italy Tel. No.: +39 0536 949111 (Address, Including Zip Code, and Telephone Number, Including Area Code, of Registrant’s Principal Executive Offices) Ferrari North America, Inc. 250 Sylvan Avenue Englewood Cliffs, NJ 07632 Tel. No.: (201) 816-2600 (Name, Address, Including Zip Code, and Telephone Number, Including Area Code, of Agent for Service) Securities registered pursuant to Section 12(b) of the Act: Name of each exchange on Title of each class which registered Ordinary Shares (par value of €0.01 each) New York Stock Exchange Securities registered pursuant to Section 12(g) of the Act: None Securities for which there is a reporting obligation pursuant to Section 15(d) of the Act: None Indicate the number of outstanding shares of each of the issuer’s classes of capital or common stock as of the close of the period covered by the annual report: 188,921,600 common shares, par value €0.01 per share, and 170,029,450 special voting shares, par value €0.01 per share. Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes No If this report is an annual or transition report, indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or 15(d) of the Securities Act of 1934. Yes No Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes No Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). N/A Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, or a non-accelerated filer. See definition of “accelerated filer and large accelerated filer” in Rule 12b-2 of the Exchange Act. (Check one): Large accelerated filer Accelerated filer Non-accelerated filer Indicate by check mark which basis of accounting the registrant has used to prepare the financial statements included in this filing: U.S. GAAP International Financial Reporting Standards as issued by the International Accounting Standards Board Other If “Other” has been checked in response to the previous question indicate by check mark which financial statement item the registrant has elected to follow: Item 17 or Item 18 . If this is an annual report, indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes No (APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY PROCEEDINGS DURING THE PAST FIVE YEARS) Indicate by check mark whether the registrant has filed all documents and reports required to be filed by Sections 12, 13 or 15(d) of the Securities Exchange Act of 1934 subsequent to the distribution of securities under a plan confirmed by a court. Yes No TABLE OF CONTENTS Page Certain Defined Terms I Note on Presentation I Forward-Looking Statements III PART I Item 1. Identity of Directors, Senior Management and Advisers 1 Item 2. Offer Statistics and Expected Timetable 1 Item 3. Key Information 1 A. Selected Financial Data 1 B. Capitalization and Indebtedness 3 C. Reason for the Offer and Use of Proceeds 3 D. Risk Factors 3 Item 4. Information on the Company 21 A. History and Development of the Company 21 B. Business Overview 22 C. Organizational Structure 52 D. Property, Plant and Equipment 52 Item 4A. Unresolved Staff Comments 53 Item 5. Operating and Financial Review and Prospects 54 Overview 54 Trends, Uncertainties and Opportunities 55 Critical Accounting Estimates 58 Non-GAAP Financial Measures 61 A. Operating Results 64 B. Liquidity and Capital Resources 73 C. Research and Development, Patents and Licenses 83 D. Trend Information 83 E. Off-Balance Sheet Arrangements 83 F. Tabular Disclosure of Contractual Obligations 84 G. Safe Harbor 84 Item 6. Directors, Senior Management and Employees 85 A. Directors and Senior Management 85 B. Compensation 88 C. Board Practices 91 D. Employees 93 E. Share Ownership 94 Item 7. Major Shareholders and Related Party Transactions 94 A. Major Shareholders 94 B. Related Party Transactions 96 C. Interests of Experts and Counsel 97 Item 8. Financial Information 97 A. Consolidated Statements and Other Financial Information 97 B. Significant Changes 97 Item 9. The Offer and Listing 98 A. Offer and Listing Details 98 B. Plan of Distribution 98 C. Markets 98 D. Selling Shareholders 98 E. Dilution 99 F. Expenses of the Issue 99 Item 10. Additional Information 99 A. Share Capital 99 B. Memorandum and Articles of Association 99 C. Material Contracts 114 D. Exchange Controls 114 E. Taxation 114 F. Dividends and Paying Agents 132 G. Statements by Experts 132 H. Documents on Display 132 I. Subsidiary Information 132 Item 11. Quantitative and Qualitative Disclosures About Market Risk 132 Item 12. Description of Securities Other than Equity Securities 134 A. Debt Securities 134 B. Warrants and Rights 134 C. Other Securities 135 D. American Depositary Shares 135 PART II Item 13. Defaults, Dividend Arrearages and Delinquencies 136 Item 14. Material Modifications to the Rights of Security Holders and Use of Proceeds 135 Item 15. Controls and Procedures 136 Item 16A. Audit Committee Financial Expert 136 Item 16B. Code of Ethics 136 Item 16C. Principal Accountant Fees and Services 137 Item 16D. Exemptions from the Listing Standards for Audit Committees 137 Item 16E. Purchases of Equity Securities by the Issuer and Affiliated Purchasers 137 Item 16F. Change in the Registrant's Certifying Accountant 137 Item 16G. Corporate Governance 137 Item 16H. Mine Safety Disclosure 139 PART III Item 17. Financial Statements 140 Item 18. Financial Statements 140 Item 19. Exhibits 140 Signatures 141 Certain Defined Terms In this report, unless otherwise specified, the terms “we,” “our,” “us,” the “Group,” the “Company” and “Ferrari” refer to Ferrari N.V., individually or together with its subsidiaries, as the context may require. References to “Ferrari N.V.” refer to the registrant (formerly named FE New N.V.) following completion of the Separation and to the registrant's predecessor (formerly named New Business Netherlands N.V.), prior to completion of the Separation. References to “FCA” or “FCA Group” refer to Fiat Chrysler Automobiles N.V., together with its subsidiaries and its predecessor prior to the completion of the merger of Fiat S.p.A. with and into FCA on October 12, 2014 (at which time Fiat Investments N.V. was named Fiat Chrysler Automobiles N.V., or FCA), or any one of them, as the context may require. References to “Fiat” refer solely to Fiat S.p.A., the predecessor of FCA. References to the “Separation” refer to the series of transactions through which the Ferrari business was separated from FCA as described under "Item 4.A. History and Development of the Company. See “Basis of Preparation of the Consolidated Financial Statements” below for additional information regarding the financial presentation. Note on Presentation This document includes the consolidated financial statements of Ferrari N.V. for the years ended December 31, 2015, 2014 and 2013 prepared in accordance with International Financial Reporting Standards as issued by the International Accounting Standards Board (“IFRS”). We refer to these consolidated financial statements collectively as the “Consolidated Financial Statements.” Basis of Preparation of the Consolidated Financial Statements As explained in Note 1 to the Consolidated Financial Statements and in "Item 4 - Information on the Company - History and Development of the Company", the separation of Ferrari S.p.A. from FCA (the "Separation") was completed on January 3, 2016 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 the Consolidated Financial Statements as the “Restructuring” and were completed in October 2015. The transaction referred to in (iii) was completed on October 21, 2015 when the Company's shares were admitted to listing on the New York Stock Exchange. The distribution referred to in (iv) was completed on January 3, 2016.