2017 ANNUAL REPORT 2017 | ANNUAL REPORT 3 Table of contents Table of contents Board of Directors and Auditor ...................... 5 Consolidated Financial Statements at December 31, 2017 ................................ 135 Letter from the Chairman and the CEO ......... 7 Consolidated Income Statement ...................... 136 Consolidated Statement Board Report ................................................ 11 of Comprehensive Income/(Loss) ..................... 137 Certain Defined Terms ....................................... 12 Consolidated Statement of Financial Position ... 138 Selected Financial Data ..................................... 13 Consolidated Statement of Cash Flows ............ 139 Risk Factors ...................................................... 16 Consolidated Statement of Changes in Equity .. 140 Overview ........................................................... 32 Notes to the Consolidated Financial Statements .. 141 Our Business Plan ............................................. 34 Company Financial Statements ................ 233 Overview of Our Business .................................. 35 Income Statement ............................................ 234 Operating Results .............................................. 44 Statement of Financial Position ......................... 235 Subsequent Events and 2018 Guidance ............ 76 Notes to the Company Financial Statements .... 236 Other Information ............................................. 246 Major Shareholders ........................................... 78 Corporate Governance ...................................... 79 Appendix - FCA Companies at December 31, 2017 ............................... 251 Non-Financial Information ................................ 104 Remuneration of Directors ............................... 122 Independent Auditor’s Report .................. 269 2017 | ANNUAL REPORT 5 Board of Directors and Auditor Board of Directors and Auditor BOARD OF DIRECTORS Chairman John Elkann(3) Chief Executive Officer Sergio Marchionne Directors 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 (1) Member of the Audit Committee. (2) Member of the Compensation Committee. (3) Member of the Governance and Sustainability Committee. 6 2017 | ANNUAL REPORT 2017 | ANNUAL REPORT 7 Letter from the Chairman and the CEO Letter from the Chairman and the CEO FCA posted another record performance in 2017, achieving ambitious financial targets and providing further evidence that we deliver on our promises. We have now reached or exceeded all key financial goals for the first four years of the current five-year plan while also adhering to the principles of sustainability that will help ensure a vibrant and responsible future for our Group. We improved Adjusted EBIT by 16 percent to €7.1 billion, with Group margin increasing to 6.4 percent from 5.5 percent in 2016. Every one of our segments was profitable and showed improvement over the prior year. Adjusted net profit climbed 50 percent to €3.8 billion and Net profit nearly doubled to €3.5 billion. We also generated €1.6 billion in cash flows from industrial operating activities which contributed to Net industrial debt being reduced by almost half, to €2.4 billion at year-end. Worldwide combined shipments came in at 4.7 million units and net revenues were €111 billion, both in line with 2016. Looking at our mass-market operations by region, NAFTA continued its margin improvement, reaching 7.9 percent up from 7.4 percent the prior year. Adjusted EBIT was up 2 percent to €5.2 billion. These results were achieved despite a 7 percent decrease in shipments primarily attributable to a planned reduction in Jeep fleet sales and the impact of discontinued vehicles. We are implementing a significant realignment of our manufacturing footprint in response to a continued shift in demand towards trucks and SUVs. LATAM posted robust growth driven by new products and improving conditions in the key Brazilian market. Shipments in the region increased by 14 percent, revenues by 29 percent and Adjusted EBIT reached €151 million up from €5 million the previous year. In APAC, the continued ramp-up of Jeep production through our Chinese joint venture, along with the launch of the Alfa Romeo Giulia and Stelvio as well as the start of production of the all-new Jeep Compass in India, helped drive a 24 percent increase in combined shipments. Adjusted EBIT increased 64 percent to €172 million due to the final insurance recoveries from the 2015 Tianjin port explosions in China. In EMEA, the positive earnings trend continued with Adjusted EBIT up 36 percent to €735 million and margin increasing by 70 basis points to 3.2 percent. This reflected higher volumes primarily attributable to the all-new Jeep Compass and Alfa Romeo Stelvio, as well as the Fiat Tipo family, and continued cost efficiencies. Maserati’s Adjusted EBIT climbed 65 percent to €560 million and margin grew to 13.8 percent, up from 9.7 percent the year before. Shipments grew by 22 percent, primarily driven by an increase in global sales of the Levante which were partially offset by lower volumes for the Ghibli and Quattroporte. Magneti Marelli, Comau and Teksid all increased net revenues, reflecting higher volumes across all three businesses. The Components segment achieved a 20 percent increase in Adjusted EBIT to €536 million and continued its margin improvement, reaching 5.3 percent compared with 4.6 percent in 2016. On the product side, we increased our competitiveness with several key vehicle launches. Alfa Romeo launched the Stelvio, its first-ever SUV, and completed the introduction of the Giulia in all major global premium markets. Both models represent a significant step in establishing a global presence for the brand. Alfa Romeo also announced its return to Formula 1 for the 2018 championship season, after a more than 30 years absence from the sport. In India, we launched the all-new Jeep Compass, which is produced locally at our Ranjangaon joint-venture plant. The Compass is now built in North America, Brazil, China and India reflecting the global expansion of the Jeep brand. We also began production of the all-new 2018 Jeep Wrangler, updating this iconic model with a host of innovative technologies which will include an all-new advanced 2.0L turbo engine with our new eTorque mild hybrid system and a new 8-speed automatic transmission. The Cordoba Plant in Argentina began producing the all-new Fiat Cronos sedan, for distribution in markets across Latin America, which completes the renewal of our Fiat passenger car line-up in the region. 8 2017 | ANNUAL REPORT Letter from the Chairman and the CEO We began 2018 with the reveal of the all-new Ram 1500 truck and new Jeep Cherokee at the North American International Auto Show in Detroit. FCA continues to look to the future and the emerging breakthrough technologies that will help reshape personal transportation. We further strengthened our partnership with Waymo, Google’s self-driving car company, and in early 2018 we announced an agreement to supply thousands more Chrysler Pacifica Hybrid minivans to Waymo to support the launch of the world’s first driverless ride-hailing service. In 2017, we also signed a memorandum of understanding with BMW Group, Intel and Mobileye to develop a world leading, state-of-the-art autonomous driving platform. These partnerships are vital to leveraging each other’s capabilities and resources and achieving the synergies and economies of scale needed to advance autonomous driving technologies. We continue to make significant progress since the unveiling of our five-year strategic plan in 2014, and in our guidance for 2018 we have confirmed all key targets for the fifth and final year of the Plan. These targets include Adjusted EBIT in excess of €8.7 billion, Adjusted net profit of approximately €5 billion, with Net revenues at around €125 billion. Over the last four years we have followed a disciplined and rigorous strategy to reduce our Net industrial debt. Our goal is by the end of 2018 to have a Net industrial cash position of around €4.0 billion. This significant accomplishment will further reinforce FCA’s rightful position as a leader in the global automotive business. As we pursue this profitable growth, we remain dedicated to a culture of sustainability aimed at balancing our social and environmental responsibilities with our financial objectives. This fundamental value guides the way we conduct our business and recognizes our responsibility to the greater community around us. We are fully aware that, throughout the value chain, our activities can have a direct or indirect impact on our stakeholders. We also know that the need to transition to a more sustainable future is one of the major challenges facing the world today. That is why FCA is committed to operating responsibly, including making its contribution by supporting the United Nations Sustainable Development Goals. Our Group adheres to the internationally-recognized principles for the respect and support of fundamental human rights in every geographic area where FCA operates, and expects its suppliers, contractors and other business partners to adhere to the same standards. Among our 2017 sustainability initiatives, we implemented about 5,000 environmental projects at our plants around the world, reducing our carbon