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FCA NV 2018 Annual Report

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FCA NV 2018 Annual Report 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, 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 001-36675 Fiat Chrysler Automobiles N.V. (Exact Name of Registrant as Specified in Its Charter) The Netherlands (Jurisdiction of Incorporation or Organization) 25 St. James's Street London SW1A 1HA United Kingdom Tel. No.: +44 (0) 20 7766 0311 (Address of Principal Executive Offices) Giorgio Fossati 25 St. James's Street London SW1A 1HA United Kingdom Tel. No.: +44 (0) 20 7766 0311 [email protected] (Name, Telephone, E-mail and/or Facsimile number and Address of Company Contact Person) Securities registered pursuant to Section 12(b) of the Act: Title of Each Class Name of Each Exchange on which Registered Common Shares, par value €0.01 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: 1,550,617,563 common shares, par value €0.01 per share, and 408,941,767 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 and post 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. 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 Fiat Chrysler Automobiles N.V. Annual Report and Form 20-F For the year ended December 31, 2018 TABLE OF CONTENTS Page Board of Directors and Auditor 5 BOARD REPORT 6 INTRODUCTION 6 MANAGEMENT REPORT 10 Selected Financial Data 10 Group Overview 12 Our Business Plan 15 Overview of Our Business 16 Sales Overview 24 Environmental and Other Regulatory Matters 32 Financial Overview 40 Results of Operations 47 Liquidity and Capital Resources 69 Risk Management 79 Risk Factors 83 CORPORATE GOVERNANCE 99 Remuneration Report 134 CONTROLS AND PROCEDURES 147 Consolidated Financial Statements at December 31, 2018 149 Consolidated Income Statement 151 Consolidated Statement of Comprehensive Income/(Loss) 152 Consolidated Statement of Financial Position 153 Consolidated Statement of Cash Flows 154 Consolidated Statement of Changes in Equity 155 Notes to the Consolidated Financial Statements 156 OTHER INFORMATION 256 Additional information for Netherlands Corporate Governance 256 Additional Information for U.S. Listing Purposes 259 FORM 20-F CROSS REFERENCE 272 SIGNATURES 275 4 BOARD OF DIRECTORS Chairman John Elkann(3) Chief Executive Officer Michael Manley Directors John Abbott Andrea Agnelli Tiberto Brandolini d’Adda Glenn Earle(1) Valerie A. Mars(1),(2) Ruth J. Simmons(3) Ronald L. Thompson(1) Michelangelo A. Volpi(2) Patience Wheatcroft(1),(3) Ermenegildo Zegna(2) INDEPENDENT AUDITOR Ernst & Young Accountants LLP (EU Annual Report filing) Ernst & Young S.p.A (SEC 20-F filing) ________________________________________________________________________________________________________________________________________________ (1) Member of the Audit Committee (2) Member of the Compensation Committee (3) Member of the Governance and Sustainability Committee 5 BOARD REPORT INTRODUCTION About this Report This document constitutes both the Statutory annual report in accordance with Dutch legal requirements and the Annual Report on Form 20-F in accordance with the United States Securities and Exchange Act of 1934 applicable to Foreign Private Issuers (“FPI”) for Fiat Chrysler Automobiles N.V. for the year ended December 31, 2018. A table that cross- references the content of this report to the Form 20-F requirements is set out in the FORM 20-F CROSS REFERENCE section included elsewhere in this report. The Annual Report and Form 20-F is filed with the Netherlands Authority for Financial Markets (Autoriteit Financiële Markten, the “AFM”). The Annual Report and Form 20-F and other related documents are filed with the United States Securities and Exchange Commission (“SEC”). The following sections have been removed for our Form 20-F filing with the SEC: • MESSAGE FROM THE CHAIRMAN AND THE CEO • CORPORATE GOVERNANCE - Responsibilities in Respect to the Annual Report • NON-FINANCIAL INFORMATION • CONTROLS AND PROCEDURES - Statement by the Board of Directors • 2019 GUIDANCE • FCA N.V. COMPANY FINANCIAL STATEMENTS • Independent auditor’s report (Ernst & Young Accountants LLP in respect of the AFM filing) Without the sections referred to above, the Form 20-F filing with the SEC does not constitute a Statutory annual report in accordance with Dutch legal requirements. Documents on Display You may read and copy any document we file with or furnish to the SEC at the SEC’s public reference room at 100 F Street, N.E., Room 1580, Washington, D.C. 20549. You may also obtain documents we file with or furnish to the SEC on the SEC's website at www.sec.gov. The address of the SEC’s website is provided solely for information purposes and is not intended to be an active link. You may visit the website or call the SEC at 1-800-732-0330 for further information about its public reference room. Reports and other information concerning the business of FCA may also be inspected at the offices of the New York Stock Exchange, 11 Wall Street, New York, New York 10005. We also make our periodic reports, as well as other information filed with or furnished to the SEC, available free of charge through our website, at www.fcagroup.com, as soon as reasonably practicable after those reports and other information are electronically filed with or furnished to the SEC. The information on our website is not incorporated by reference in this report. Certain Defined Terms In this report, unless otherwise specified, the terms “we”, “our”, “us”, the “Group”, the “Company” and “FCA” refer to Fiat Chrysler Automobiles N.V., together with its subsidiaries and its predecessor prior to the completion of the merger of Fiat S.p.A. with and into Fiat Investments N.V. on October 12, 2014 (at which time Fiat Investments N.V. was renamed Fiat Chrysler Automobiles N.V., or “FCA NV”), the “Merger” or any one or more of them, as the context may require. References to “Fiat” refer solely to Fiat S.p.A., the predecessor of FCA NV prior to the Merger. References to “FCA US” refer to FCA US LLC, together with its direct and indirect subsidiaries. 6 Presentation of Financial and Other Data This report includes the consolidated financial statements of the Group 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 (“IASB”), as well as IFRS as adopted by the European Union. There is no effect on these consolidated financial statements resulting from differences between IFRS as issued by the IASB and IFRS as adopted by the European Union.
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