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Ferrari NV 20-F 12.31.2018

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Ferrari NV 20-F 12.31.2018 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 20-F REGISTRATION STATEMENT PURSUANT TO SECTION 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, 2018 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 001-37596 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 of Principal Executive Offices) Antonio Picca Piccon Tel. No.: +39 0536 949111 Facsimile No.: +39 0536 241494 Via Abetone Inferiore n. 4 I-41053 Maranello (MO) Italy (Name, Telephone, E-mail and/or Facsimile number and Address of Company Contact Person) 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: 187,920,656 common shares, par value €0.01 per share, and 56,492,874 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 every Interactive Data File required to be submitted 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 such files). Yes No Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or an emerging growth company. See definition of “large accelerated filer”, “accelerated filer,” and “emerging growth company” in Rule 12b-2 of the Exchange Act. Large accelerated filer Accelerated filer Non-accelerated filer Emerging growth company If an emerging growth company that prepares its financial statements in accordance with U.S. GAAP, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards† provided pursuant to Section 13(a) of the Exchange Act. The term “new or revised financial accounting standard” refers to any update issued by the Financial Accounting Standards Board to its Accounting Standards Codification after April 5, 2012. 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 II 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 2 C. Reason for the Offer and Use of Proceeds 2 D. Risk Factors 3 Item 4. Information on the Company 23 A. History and Development of the Company 23 B. Business Overview 24 C. Organizational Structure 52 D. Property, Plant and Equipment 53 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 60 Non-GAAP Financial Measures 62 A. Operating Results 66 B. Liquidity and Capital Resources 74 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 89 C. Board Practices 98 D. Employees 100 E. Share Ownership 101 Item 7. Major Shareholders and Related Party Transactions 101 A. Major Shareholders 101 B. Related Party Transactions 103 C. Interests of Experts and Counsel 104 Item 8. Financial Information 104 A. Consolidated Statements and Other Financial Information 104 B. Significant Changes 105 Item 9. The Offer and Listing 105 A. Offer and Listing Details 106 B. Plan of Distribution 106 C. Markets 106 D. Selling Shareholders 106 E. Dilution 106 F. Expenses of the Issue 106 Item 10. Additional Information 106 A. Share Capital 106 B. Memorandum and Articles of Association 106 C. Material Contracts 120 D. Exchange Controls 121 E. Taxation 121 F. Dividends and Paying Agents 139 G. Statements by Experts 139 H. Documents on Display 139 I. Subsidiary Information 139 Item 11. Quantitative and Qualitative Disclosures About Market Risk 140 Item 12. Description of Securities Other than Equity Securities 142 A. Debt Securities 142 B. Warrants and Rights 142 C. Other Securities 142 D. American Depositary Shares 142 PART II Item 13. Defaults, Dividend Arrearages and Delinquencies 143 Item 14. Material Modifications to the Rights of Security Holders and Use of Proceeds 143 Item 15. Controls and Procedures 143 Item 16A. Audit Committee Financial Expert 145 Item 16B. Code of Ethics 145 Item 16C. Principal Accountant Fees and Services 145 Item 16D. Exemptions from the Listing Standards for Audit Committees 145 Item 16E. Purchases of Equity Securities by the Issuer and Affiliated Purchasers 145 Item 16F. Change in Registrant’s Certifying Accountant 146 Item 16G. Corporate Governance 146 Item 16H. Mine Safety Disclosure 148 PART III Item 17. Financial Statements 149 Item 18. Financial Statements 149 Item 19. Exhibits 149 Signatures 150 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. 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. (“Fiat”) with and into FCA. References to the “Separation” refer to the series of transactions through which the Ferrari business was separated from FCA as summarized in “Note on Presentation” below and references to the “Restructuring” refer to a restructuring completed in October 2015 as part of the Separation. Note on Presentation This document includes the consolidated financial statements of Ferrari N.V. as of December 31, 2018 and 2017, and for the years ended December 31, 2018, 2017 and 2016 prepared in accordance with International Financial Reporting Standards (“IFRS”) as issued by the International Accounting Standards Board, as well as IFRS as adopted by the European Union. 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.A. History and Development of the Company”, on October 29, 2014, FCA announced its intention to separate Ferrari S.p.A. from FCA. The separation was completed on January 3, 2016 and occurred through a series of transactions (together referred to as the “Separation”) including (i) an intra- group restructuring which resulted in the Company’s 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 the Company, (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 on the New York Stock Exchange, and (iv) the distribution, following the initial public offering, of FCA’s remaining interest in the Company to FCA’s shareholders. Following the Separation Ferrari operates as an independent, publicly traded company. On January 4, 2016 the Company also completed the listing of its common shares on the Mercato Telematico Azionario, the stock exchange managed by Borsa Italiana, under the ticker symbol RACE.
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