Ferrari NV 2018 ANNUAL REPORT
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Ferrari N.V. 2018 ANNUAL REPORT TABLE OF CONTENTS Page Board Report Board of Directors and Auditors 3 Letter from Chairman and Chief Executive Officer 4 Certain Defined Terms and Note on Presentation 5 Selected Financial and Other Data 6 Creating Value for Our Shareholders 8 Risk Factors 9 Overview 29 Industry Overview 31 Overview of Our Business 34 Operating Results 62 Subsequent Events and 2019 Outlook 82 Major Shareholders 83 Corporate Governance 85 Non Financial Statement 107 Risk, Risk Management and Control Systems 131 Remuneration of Directors 138 Financial Statements Consolidated Financial Statements and Notes at December 31, 2018 147 Consolidated Income Statement 148 Consolidated Statement of Comprehensive Income 149 Consolidated Statement of Financial Position 150 Consolidated Statement of Cash Flows 151 Consolidated Statement of Changes in Equity 152 Notes to the Consolidated Financial Statements 153 Company Financial Statements and Notes at December 31, 2018 212 Income Statement / Statement of Comprehensive Income 213 Statement of Financial Position 214 Statement of Cash Flows 215 Statement of Changes in Equity 216 Notes to the Company Financial Statements 217 Other Information Other Information 236 Independent Auditor’s Report 238 Board of Directors and Auditors Board of Directors Chairman John Elkann Chief Executive Officer Louis C. Camilleri Vice Chairman Piero Ferrari Directors Delphine Arnault Giuseppina Capaldo Eddy Cue Sergio Duca Lapo Elkann Amedeo Felisa Maria Patrizia Grieco Adam Keswick Elena Zambon Independent Auditors Ernst & Young Accountants LLP 3 Letter from the Chairman and the Chief Executive Officer Dear Shareholders, We would like to begin this letter by remembering with great affection and gratitude the late Sergio Marchionne whose passing had such an undeniable impact on 2018. We are extremely proud of the way Ferrari’s men and women reacted to that tragic loss, not only ensuring a sense of continuity but also achieving all of the goals we had set ourselves for the financial year. It was with a sense of great pride and responsibility that we accepted the roles of Chairman and Chief Executive Officer, respectively, and in doing so, committed ourselves to guiding Ferrari into the future whilst staying true to the principles laid down for us by our founder. We spoke about that future on Capital Markets Day, which proved an invaluable opportunity to meet and dialogue with the financial community. We also presented our plans for the Company up to 2022 which centre around an exhilarating schedule of launches spanning innovative hybrid models that are the product of appropriate investment. Our range is already more complete than it has ever been. But in addition to its three classic pillars - sports cars, Grand Tourers and Special Series - we also further enhanced it with the Icona concept of which the Ferrari Monza SP1and SP2 are the forerunners. This completely unprecedented limited edition concept offers a modern reinterpretation of a timeless style and marries it with leading-edge technologies and blistering performance. Last year, we also launched the 488 Pista and the 488 Pista Spider, which hailed a further leap forward in dynamic performance from the previous 8-cylinder special series. Ferrari’s solid financial results in 2018 either matched or exceeded our targets and were the best possible response to future challenges. In the course of 2018, we delivered 9,251 cars, a jump of over 10% on the previous year’s figure with increases across all our regions. This too provides further confirmation of the global power of the brand. One of the keys to our success is the enduring bond with our clients which we nurture through a series of initiatives inspired by passion and the sheer joy of driving our cars. Examples include the Ferrari Cavalcade and Cavalcade Classiche, the latter already eagerly-anticipated despite only being on its second outing. On the motorsport front, the Scuderia Ferrari proved highly competitive in 2018, delivering our most successful F1 season of the last decade which, unfortunately, was still not quite enough for us to take the final, much coveted step. Staying with racing, the GT categories almost all lived up to expectations, while in terms of our Corse Clienti activities, the Ferrari Challenge attracted an even larger field of drivers. F1 Clienti too had another very positive year and the XX Programmes received a boost in the form of the FXX-K EVO. In terms of our brand diversification activities, we put the emphasis on loyalty to our unique heritage through meticulously selecting licensing and partnership opportunities, eliminating those that did not reflect the brand’s values. We need to retain the Scuderia Ferrari-branded products demanded by our tifosi but also to simultaneously develop the range of the high quality creations so greatly appreciated by our clients. In 2018, the Group’s commitment to sustainability progressed hand-in-glove with our economic and financial growth. Aside from an intensive R&D focus on hybridizing the range, we also worked on improving the energy efficiency of the Ferrari complex and invested in that most fundamental of resources, our human capital, by boosting training hours by over 45%. As with all of our activities, our responsibility is to look beyond the short term and guide the Ferrari of tomorrow towards achieving even more ambitious goals. As far as we are concerned there is no better way of honouring both our history and you, our shareholders, for the faith you have shown in us on our shared journey. February 26, 2019 John Elkann Louis Carey Camilleri Chairman Chief Executive Officer 4 Certain Defined Terms and Note on Presentation 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 Annual Report 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, and with Part 9 of Book 2 of the Dutch Civil Code. 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 “Overview—History 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. The Group’s financial information is presented in Euro. In some instances, information is presented in U.S. Dollars. All references in this Annual 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.$” and “$” refer to the currency of the United States of America (the “United States”). The language of this Annual Report is English. Certain legislative references and technical terms have been cited in their original language in order that the correct technical meaning may be ascribed to them under applicable law. Certain totals in the tables included in this Annual Report may not add due to rounding. 5 Selected Financial and Other Data The following tables set forth selected historical consolidated financial and other data of Ferrari and have been derived from: (i) the audited Consolidated Financial Statements, included elsewhere in this Annual Report; (ii) the audited consolidated income statement of the Company for the years ended December 31, 2015 and 2014 and the audited consolidated statement of financial position at December 31, 2016, 2015 and 2014; This financial information has been prepared in accordance with IFRS. For the purposes of the financial information set forth in this section, with the exception of the debt owing to FCA and subsequent refinancing, which were reflected from the dates on which they occurred, the Restructuring has been retrospectively reflected as though it had occurred effective January 1, 2014. The following information should be read in conjunction with “Certain Defined Terms and Note on Presentation— Note on Presentation,” “Risk Factors,” “Operating Results” and the Consolidated Financial Statements included elsewhere in this Annual Report.