Ferrari NV Annual Report 12.31.2015
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Ferrari N.V. 2015 ANNUAL REPORT TABLE OF CONTENTS Page Board Report Board of Directors and Auditors 3 Letter form the Chairman 4 Letter from the Chief Executive Officer 5 Certain Defined Terms and Note on Presentation 6 Selected Financial and Other Data 8 Creating Value for Our Shareholders 10 Risk Factors 11 Overview 28 Industry Overview 30 Overview of Our Business 34 Operating Results 63 Subsequent Events and 2016 Outlook 81 Major Shareholders 82 Corporate Governance 84 Sustainability Disclosure 103 Risks, Risk Management and Control Systems 106 Remuneration of Directors 111 Financial Statements Consolidated Financial Statements and Notes at December 31, 2015 114 Consolidated Income Statement 115 Consolidated Statement of Comprehensive Income 116 Consolidated Statement of Financial Position 117 Consolidated Statement of Cash Flows 118 Consolidated Statement of Changes in Equity 119 Notes to the Consolidated Financial Statements 120 Company Financial Statements at December 31, 2015 177 Income Statement / Statement of Comprehensive Income 178 Statement of Financial Position 179 Statement of Cash Flows 180 Statement of Changes in Equity 181 Notes to the Company Financial Statements 182 Other Information Other Information 195 Independent Auditor's Report 197 Board of Directors and Auditors Board of Directors Chairman Sergio Marchionne Chief Executive Officer Amedeo Felisa Directors Piero Ferrari Louis C. Camilleri Eddy Cue Sergio Duca Giuseppina Capaldo Elena Zambon Independent Auditors Ernst & Young Accountants LLP 3 Letter from the Chairman Shareholders, 2015 was a momentous year for Ferrari: We set the Company on course for independence from Fiat Chrysler Automobiles to allow it to realize its full potential and unlock greater value for shareholders. After an intense roadshow, we took 10% of the Company public with the ticker RACE on the New York Stock Exchange on October 21st. The excitement and media attention the IPO drew was an undeniable testimony of the power of the Ferrari brand. We remain committed to preserving the exclusivity of the Ferrari brand and to upholding Enzo Ferrari’s tenet to produce “one car less than what the market demands”. However, we will seize the opportunities the market offers and believe that the demand for Ferrari is robust and growing. Therefore, if market conditions are right, we may increase production volumes in a gradual and organic way over the coming years. In product development, we are steadfast in our belief that each new car we develop has to be “best in class”. The models introduced in 2015: the 488 GTB, the 488 Spider and the F12tdf underscore this principle, and their immediate success can testify to this. The latter (a limited edition V12 model of 799 cars) was sold out before it was even announced. Both the 488 GTB and the 488 Spider have already collected a number of accolades and order books are full. Innovation is one of the key principles that Ferrari is built on, and we plan to keep developing our range of V8 and V12 cars with leading-edge technology and iconic design. Racing is in Ferrari’s DNA, we have the most successful Formula 1 team in the history of the sport. Our ticker symbol is RACE to remind us of our origins. The 2015 Formula 1 season was a decisive step in the right direction, but we are far from satisfied. Over the last year, we made major changes to the team, most notably by bringing Sebastian Vettel, a four time world champion, on board as one of our two main drivers (joining Kimi Raikkonnen) and hiring Maurizio Arrivabene, a seasoned Formula 1 veteran as Team Principal. The season witnessed a Scuderia Ferrari comeback with 16 podium finishes including three victories, and second place in the World Constructor’s Championship. But, this is not enough. We will work tirelessly to take Ferrari back to the top as world champion, investing where needed. Ferrari’s racing tradition is not only key to innovation for our road cars, it is fundamental for the value of our brand. Ferrari is much more than an automotive company and a Formula 1 team, it is the very definition of a luxury brand. Provenance, exclusivity, world-class craftsmanship, intrinsic value, unmistakable design - these are all attributes of the Ferrari brand that we will continue to cultivate and elevate. At the same time, we are exploring ways in which we can extend the Ferrari brand to create more value for our shareholders. In closing, I would like to thank our shareholders, new and old, for their support. We are just getting started. We have no doubt of Ferrari’s solidity and its potential, and no doubt that being a Ferrari shareholder will bring great rewards. The markets may have their ups and downs, but Ferrari has what it takes to weather the storm. February 25, 2016 Sergio Marchionne Chairman 4 Letter from the Chief Executive Officer Shareholders, 2015 saw Ferrari tackle major new production and commercial challenges. We launched two new production models (the 488 GTB and the 488 Spider) and the special limited edition F12tdf, which includes some of the technical features that soon will be applied to the new V12 range, in addition to nearing completion of deliveries of the LaFerrari, a huge production and commercial commitment that involved the whole Company focusing on improving the efficiency of our processes. This produced more than satisfactory results as overall we delivered 7,664 cars to the dealership network, an increase of 6% on the previous year. Specifically, the new 8-cylinder models grew by 17%, although there was a slowdown in the 12- cylinders, particularly the FF and the F12berlinetta, which are now nearing the end of their product lifecycles. Last year, in fact, we laid the foundations for an overhaul of the 12-cylinder range which began with the new GTC4Lusso, launched at the start of 2016 to replace the FF. From a geographical distribution perspective, we would like to highlight the solid growth figures compared to the previous year from North America (+7%), EMEA (+2%), in addition to double-figure growth in the Rest of APAC which increased by 26%. The only exception worldwide was Greater China (China, Hong Kong and Taiwan) where there was a contraction of 10%. However, there was a trend reversal in the fourth quarter of +7% growth, thanks to the introduction of the 488 GTB in this market. Another area that continues to deliver consistent growth is the personalization of our cars, most notably the Tailor Made program that allows our clients to create genuinely exclusive cars. This program is enjoying growing success thanks to the introduction of a vast range of materials from outside the automotive sector that make each model absolutely unique. We also continued our ongoing client relations work, particularly with prestigious events such as the Cavalcade, now on its fourth edition, and the International Cavalcade which debuted last August. Consolidation and rationalization of our brand-related activities also forged ahead during 2015 with the opening of directly-managed stores in strategic locations, such as Milan, and franchises in other areas, such as the two new stores in the United Arab Emirates. Several licenses, however, were not renewed due to their marginal nature and the fact they were not in line with our core business. We also increased our range of branded products, for example with the launch of a Junior collection in Asia. Our Ferrari Challenge activities also warrant special mention. This global championship now has three well-established challenges in North America, Europe and Asia Pacific. Aside from involving both gentleman and professional drivers, the competitions are used for the “Passione Ferrari” (Ferrari Passion) pilot project through which we organize test-drives throughout the race weekends. This experiment received an excellent response and we are therefore continuing this initiative to help bring the brand and its products to a whole spectrum of new clients and enthusiasts. February 25, 2016 Amedeo Felisa Chief Executive Officer 5 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 (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 in the section "Overview." Note on Presentation The Annual Report 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 adopted by the European Union ("EU-IFRS") 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", 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.