EX-99.1 2 ferrarinvinterimreport-331.htm EXHIBIT 99.1 Exhibit
 
 
 
 
Exhibit 99.1
 
 
 
 
 
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Ferrari N.V.
 

Interim Report
For the three months ended March 31, 2017
____________________________________________________________________________________________________

CONTENTS
 
Page
BOARD OF DIRECTORS
INDEPENDENT AUDITORS
CERTAIN DEFINED TERMS
INTRODUCTION
NOTE ON PRESENTATION
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
 
Highlights
Forward-Looking Statements
Non-GAAP Financial Measures
Results of Operations
Liquidity and Capital Resources
Outlook
INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS AT AND FOR THE THREE MONTHS ENDED MARCH 31, 2017
 
Interim Consolidated Income Statement
Interim Consolidated Statement of Comprehensive Income
Interim Consolidated Statement of Financial Position
Interim Consolidated Statement of Cash Flows
Interim Consolidated Statement of Changes in Equity
Notes to the Interim Condensed Consolidated Financial Statements









BOARD OF DIRECTORS

Chairman and Chief Executive Officer

Sergio Marchionne

Directors

John Elkann
Piero Ferrari

Delphine Arnault
Louis C. Camilleri
Giuseppina Capaldo
Eddy Cue
Sergio Duca
Lapo Elkann
Amedeo Felisa
Maria Patrizia Grieco
Adam Keswick
Elena Zambon


INDEPENDENT AUDITORS

Ernst & Young S.p.A.

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 under "Note on Presentation"
Therefore, the interim condensed consolidated financial statements at and for the three months ended March 31, 2017 (the “Interim Condensed Consolidated Financial Statements”) included in this interim report (the “Interim Report”) refer to Ferrari N.V., together with its subsidiaries.




1



INTRODUCTION

The Interim Condensed Consolidated Financial Statements at and for the for the three months ended March 31, 2017 included in this Interim Report have been prepared in accordance with International Financial Reporting Standards (“IFRS”) issued by the International Accounting Standards Board (“IASB”) and in accordance with IFRS as endorsed by the European Union, and in particular, in compliance with IAS 34 - Interim Financial Reporting. The accounting principles applied are consistent with those used for the preparation of the annual consolidated financial statements for the year ended December 31, 2016 (the “Annual Consolidated Financial Statements”), except as otherwise stated in “New standards and amendments effective from January 1, 2017” in the notes to the Interim Condensed Consolidated Financial Statements.

The Group’s financial information in this Interim Report is presented in Euro except that, in some instances, information is presented in U.S. Dollars. All references in this 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. Dollar,” “U.S.$” and “$” refer to the currency of the United States of America (or “United States”).

Certain totals in the tables included in this Interim Report may not add due to rounding.

The financial data in “Results of Operations” is presented in millions of Euro, while the percentages presented are calculated using the underlying figures in thousands of Euro.

This Interim Report is unaudited.


NOTE ON PRESENTATION

Basis of Preparation of the Interim Condensed Consolidated Financial Statements
As explained in Note 1 to the Interim Condensed Consolidated Financial Statements, on October 29, 2014, FCA announced its intention to separate Ferrari S.p.A. from FCA (the “Separation”). The Separation occurred through a series of transactions including (i) an intra-group restructuring that 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. to us, (ii) the transfer of Piero Ferrari’s 10 percent shareholding in Ferrari S.p.A. to us, (iii) the initial public offering of our common shares, and (iv) the distribution, following the initial public offering, of FCA’s remaining interest in us to its shareholders. The transactions referred to in (i) and (ii), which are defined in Note 1 of the Interim Condensed Consolidated Financial Statements as the “Restructuring”, were completed in October 2015 and have been accounted for in the Interim Condensed Consolidated Financial Statements as though they had occurred effective January 1, 2015. The initial public offering of our common shares was completed on October 21, 2015 when our shares were admitted to listing on the New York Stock Exchange, as a result of which FCA had 80 percent ownership. The remaining steps of the Separation were completed between January 1 and January 3, 2016, through two consecutive demergers followed by a merger under Dutch law. As part of the Separation, a new entity, FE New N.V., was created. Pursuant to the demergers the shares in Ferrari N.V. held by FCA were ultimately transferred to FE New N.V., with FE New N.V. issuing shares in its capital to the shareholders of FCA. In connection with the demergers, the mandatory convertible security holders of FCA also received shares in FE New N.V. On completion of the Separation, Ferrari N.V. was merged with and into FE New N.V. and FE New N.V. was renamed Ferrari N.V.

This Interim Report refers to Ferrari N.V. (formerly named FE New N.V.) following the Separation and to Ferrari N.V.'s predecessor (formerly named New Business Netherlands N.V.), prior to the completion of the Separation.



2



MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS
Highlights
Consolidated Income Statement Data
 
 
For the three months ended March 31,
 
 
2017
 
2016
 
 
 
Net revenues
 
821

 
675

EBIT
 
177

 
121

Profit before taxes
 
173

 
112

Net profit
 
124

 
78

Net profit attributable to:
 
 
 
 
Owners of the parent
 
124

 
78

Non-controlling interests
 

 

Basic and diluted earnings per common share (€) (1)
 
0.65

 
0.41

_____________________________
(1)
See Note 14 "Earnings per share" to the Interim Condensed Consolidated Financial Statements for the calculation of basic and diluted earnings per common share.

Consolidated Statement of Financial Position Data

At March 31,
 
At December 31,

2017
 
2016

(€ million)
Cash and cash equivalents
569

 
458

Total assets
4,056

 
3,850

Debt
1,870

 
1,848

Total equity
481

 
330

Equity attributable to owners of the parent
476

 
325

Non-controlling interests
5

 
5

Share capital
3

 
3

Common shares issued (in thousands of shares)
188,948

 
188,923





3



Other Statistical Information
Shipments
(Number of cars and % of total cars)
 
For the three months ended March 31,
 
 
2017
 
%
 
2016
 
%
EMEA
 
 
UK
 
254

 
12.7
%
 
219

 
11.7
%
Germany
 
196

 
9.8
%
 
160

 
8.5
%
Italy
 
103

 
5.1
%
 
89

 
4.7
%
Switzerland
 
94

 
4.7
%
 
81

 
4.3
%
France
 
92

 
4.6
%
 
78

 
4.1
%
Middle East (1)
 
114

 
5.7
%
 
129

 
6.9
%
Rest of EMEA (2)
 
181

 
9.0
%
 
194

 
10.3
%
Total EMEA
 
1,034

 
51.6
%
 
950

 
50.5
%
Americas (3)
 
545

 
27.2
%
 
523

 
27.8
%
China, Hong Kong and Taiwan, on a combined basis
 
161

 
8.0
%
 
156

 
8.3
%
Rest of APAC (4)
 
263

 
13.2
%
 
253

 
13.4
%
Total
 
2,003

 
100.0
%
 
1,882

 
100.0
%
_____________________________
(1)    Middle East mainly includes the United Arab Emirates, Saudi Arabia, Bahrain, Lebanon, Qatar, Oman and Kuwait.
(2)     Rest of EMEA includes Africa and the other European markets not separately identified.
(3)    Americas includes the United States of America, Canada, Mexico, the Caribbean and Central and South America.
(4) Rest of APAC mainly includes Japan, Australia, Singapore, Indonesia and South Korea.

Average number of employees for the period
 
 
For the three months ended March 31,
 
 
2017
 
2016
Average number of employees for the period
 
3,317
 
3,049

Equity incentive plan
Following the approval of the equity incentive plan by the Board of Directors on March 1, 2017, on April 14, 2017 the Shareholders approved an award to the Chief Executive Officer under the Company’s equity incentive plan, which is applicable to all Group Executive Council (“GEC”) members and key leaders of the Company. Under the Company’s equity incentive plan, a total number of approximately 687 thousand performance share units (“PSUs”) and a total number of approximately 119 thousand restricted share units (“RSUs”) have been awarded. The grants of the PSUs and the RSUs, which each represent the right to receive one common share of the Company, cover a five-year performance period from 2016 to 2020, consistent with the Company’s strategic horizon.
See Note 22 “Share-based compensation” to the Interim Condensed Consolidated Financial Statements for additional details.

4



Forward-Looking Statements
Statements contained in this report, particularly those regarding our possible or assumed future performance are “forward-looking statements” that contain risks and uncertainties. In some cases, words such as “may,” “will,” “expect,” “could,” “should,” “intend,” “estimate,” “anticipate,” “believe,” “outlook,” “continue,” “remain,” “on track,” “design,” “target,” “objective,” “goal,” “plan” and similar expressions are used to identify forward-looking statements. These forward-looking statements reflect the respective current views of Ferrari with respect to future events and involve significant risks and uncertainties that could cause actual results to differ materially from those indicated in the forward-looking statements. These factors include, without limitation:
our ability to preserve and enhance the value of the Ferrari brand;
the success of our Formula 1 racing team and the expenses we incur for our Formula 1 activities;
our ability to keep up with advances in high performance car technology and to make appealing designs for our new models;
the integration of hybrid technology more broadly into our car portfolio over time may present challenges and costs;
our ability to preserve our relationship with the automobile collector and enthusiast community;
our low volume strategy;
the ability of Maserati, our engine customer, to sell its planned volume of cars;
changes in client preferences and automotive trends;
changes in the general economic environment and changes in demand for luxury goods, including high performance luxury cars, which is highly volatile;
the impact of increasingly stringent fuel economy, emission and safety standards, including the cost of compliance, and any required changes to our products;
our ability to successfully carry out our growth strategy and, particularly, our ability to grow our presence in emerging market countries;
our ability to service and refinance our debt;
competition in the luxury performance automobile industry;
reliance upon a number of key members of executive management and employees, and the ability of our current management team to operate and manage effectively;
the performance of our dealer network on which we depend for sales and services;
increases in costs, disruptions of supply or shortages of components and raw materials;
disruptions at our manufacturing facilities in Maranello and Modena;
our ability to provide or arrange for adequate access to financing for our dealers and clients, and associated risks;
the performance of our licensees for Ferrari-branded products;
our ability to protect our intellectual property rights and to avoid infringing on the intellectual property rights of others;
product recalls, liability claims and product warranties;
our continued compliance with customs regulations of various jurisdictions;
labor relations and collective bargaining agreements;
exchange rate fluctuations, interest rate changes, credit risk and other market risks;

changes in tax, tariff or fiscal policies and regulatory, political and labor conditions in the jurisdictions in which we operate;

5



our ability to ensure that our employees, agents and representatives comply with applicable law and regulations;
the adequacy of our insurance coverage to protect us against potential losses;
potential conflicts of interest due to director and officer overlaps with our largest shareholders;
our ability to maintain the functional and efficient operation of our information technology systems; and
other factors discussed elsewhere in this document.
We expressly disclaim and do not assume any liability in connection with any inaccuracies in any of the forward-looking statements in this document or in connection with any use by any third party of such forward-looking statements. Actual results could differ materially from those anticipated in such forward-looking statements. We do not undertake an obligation to update or revise publicly any forward-looking statements.


6




Non-GAAP Financial Measures
We monitor and evaluate our operating and financial performance using several non-GAAP financial measures including: EBITDA, Adjusted EBITDA, Adjusted EBIT, Adjusted Net Profit, Adjusted Basic and Diluted Earnings per Common Share, Net Debt, Net Industrial Debt, Free Cash Flow and Free Cash Flow from Industrial Activities, as well as a number of financial metrics measured on a constant currency basis. We believe that these non-GAAP financial measures provide useful and relevant information regarding our performance and our ability to assess our financial performance and financial position. They also provide us with comparable measures that facilitate management’s ability to identify operational trends, as well as make decisions regarding future spending, resource allocations and other operational decisions. While similar measures are widely used in the industry in which we operate, the financial measures we use may not be comparable to other similarly titled measures used by other companies nor are they intended to be substitutes for measures of financial performance or financial position as prepared in accordance with IFRS.
EBITDA and Adjusted EBITDA
EBITDA is defined as net profit before income tax expense, net financial expenses/(income) and depreciation and amortization. Adjusted EBITDA is defined as EBITDA as adjusted for income and costs, which are significant in nature, but expected to occur infrequently. The following table sets forth the calculation of EBITDA and Adjusted EBITDA for the three months ended March 31, 2017 and 2016, and provides a reconciliation of these non-GAAP measures to net profit. EBITDA is presented by management to aid investors in their analysis of the performance of the Group and to assist investors in the comparison of the Group’s performance with that of other companies. Adjusted EBITDA is presented to demonstrate how the underlying business has performed prior to the impact of the adjusted items, which may obscure underlying performance and impair comparability of results between periods.
 
For the three months ended March 31,
 
2017
 
2016
 
(€ million)
Net profit
124

 
78

Income tax expense
49

 
34

Net financial expenses
4

 
9

Amortization and depreciation
65

 
57

EBITDA
242

 
178

Adjusted EBITDA
242

 
178

Adjusted EBIT
Adjusted EBIT represents EBIT as adjusted for income and costs, which are significant in nature, but expected to occur infrequently. We present such information in order to present how the underlying business has performed prior to the impact of such items, which may obscure underlying performance and impair comparability of results between the periods. The following table sets forth the calculation of Adjusted EBIT for the three months ended March 31, 2017 and 2016.
 
For the three months ended March 31,
 
2017
 
2016
 
(€ million)
EBIT
177

 
121

Adjusted EBIT
177

 
121


7



Adjusted Net Profit
Adjusted Net Profit represents net profit as adjusted for income and costs, which are significant in nature, but expected to occur infrequently. We present such information in order to present how the underlying business has performed prior to the impact of such items, which may obscure underlying performance and impair comparability of results between the periods. The following table sets forth the calculation of Adjusted Net Profit for the three months ended March 31, 2017 and 2016.
 
For the three months ended March 31,
 
2017
 
2016
 
(€ million)
Net profit
124

 
78

Adjusted Net Profit
124

 
78

Adjusted Basic and Diluted Earnings per Common Share

Adjusted Basic and Diluted Earnings per Common Share represents earnings per share, as adjusted for income and costs (net of tax effect), which are significant in nature, but expected to occur infrequently. We present such information in order to present how the underlying business has performed prior to the impact of such items, which may obscure underlying performance and impair comparability of results between the periods. The following table sets forth the calculation of Adjusted Basic and Diluted Earnings per Common Share for the three months ended March 31, 2017 and 2016.

 
 
 
For the three months ended March 31,
 
 
 
2017
 
2016
 
 
 
(€ million)
Net profit attributable to owners of the Company
€ million
 
124

 
78

Adjusted profit attributable to owners of the Company
€ million
 
124

 
78

 
 
 
 
 
 
Weighted average number of common shares
thousand
 
188,948

 
188,923

Adjusted basic earnings per common share
 
0.65

 
0.41

Weighted average number of common shares for diluted earnings per common share
thousand
 
189,758

 
188,923

Adjusted diluted earnings per common share (1)
 
0.65

 
0.41

_____________________________
(1)
For the three months ended March 31, 2017 the weighted average number of shares for diluted earnings per share was increased to take into consideration the theoretical effect of (i) the potential common shares that would be issued under the Company's equity incentive plan applicable to all GEC members and key leaders of the Company and (ii) the potential common shares that would be issued for the Non-Executive Directors' compensation agreement.

8



Net Debt and Net Industrial Debt    

Net Industrial Debt is the primary measure used by us to analyze our financial leverage and capital structure, and is one of the key indicators, together with Net Debt, we use to measure our financial position. These measures are presented by management to aid investors in their analysis of the Group's financial position and financial performance and to compare the Group's financial position and financial performance with that of other companies. Net Industrial Debt is defined as total debt less cash and cash equivalents, further adjusted to exclude the funded portion of the self-liquidating financial receivables portfolio, which is the portion of our receivables from financing activities that we fund with external debt or intercompany loans.
The following table sets forth a reconciliation of Net Debt and Net Industrial Debt at March 31, 2017 and December 31, 2016.

 
At March 31,
 
At December 31,
 
2017
 
2016
 
(€ million)
Cash and cash equivalents
569

 
458

Financial liabilities with third parties
(1,870
)
 
(1,848
)
Net Debt
(1,301
)
 
(1,390
)
Funded portion of the self-liquidating financial receivables portfolio
723

 
737

Net Industrial Debt
(578
)
 
(653
)

Free Cash Flow and Free Cash Flow from Industrial Activities
    
Free Cash Flow and Free Cash Flow from Industrial Activities are two of our primary key performance indicators to measure the Group’s performance. These measures are presented by management to aid investors in their analysis of the Group's financial performance and to compare the Group's financial performance with that of other companies. Free Cash Flow is defined as cash flows from operating activities less cash flows used in investing activities. Free Cash Flow from Industrial Activities is defined as Free Cash Flow adjusted for the change in the self-liquidating financial receivables portfolio, which is the change in our receivables from financing activities. The following table sets forth our Free Cash Flow and Free Cash Flow from Industrial Activities for the three months ended March 31, 2017 and 2016.

 
 
For the three months ended March 31,
 
 
2017
 
2016
 
 
(€ million)
Cash flows from operating activities
 
142

 
112

Cash flows used in investing activities
 
(64
)
 
(67
)
Free Cash Flow
 
78

 
45

Change in the self-liquidating financial receivables portfolio
 
(2
)
 
(17
)
Free Cash Flow from Industrial Activities
 
76

 
28


Cash flows used in investing activities for the three months ended March 31, 2017 are net of €8 million proceeds from exercising the Delta Topco option.

Constant Currency Information

The “Results of Operations” discussion below includes information about our net revenues on a constant currency basis. We use this information to assess how the underlying business has performed independent of fluctuations in foreign currency exchange rates. We calculate constant currency by applying the prior-period average foreign currency exchange rates to current period financial data expressed in local currency in which the relevant financial statements are denominated, in order to eliminate the impact of foreign currency exchange rate fluctuations (see Note 5 “Other Information” to the Interim Condensed Consolidated Financial Statements included in this Interim Report for information on the foreign currency exchange rates

9



applied). Although we do not believe that these measures are a substitute for GAAP measures, we do believe that such results excluding the impact of currency fluctuations provide additional useful information to investors regarding the operating performance on a local currency basis.

For example, if a U.S. entity with U.S. Dollar functional currency recorded net revenues of U.S. $100 million for the three months ended March 31, 2017 and 2016, we would have reported €93.9 million in net revenues for the three months ended March 31, 2017 (using the average exchange rate of 1.0648 for the three months ended March 31, 2017), or a €3.2 million increase over the €90.7 million in net revenues reported for three months ended March 31, 2016 (using the average exchange rate of 1.1022 for the three months ended March 31, 2016). The constant currency presentation would translate the net revenues for the three months ended March 31, 2017 using the foreign currency exchange rates for the three months ended March 31, 2016, and therefore indicate that the underlying net revenues on a constant currency basis were unchanged from period to period.
    

10



Results of Operations

Three months ended March 31, 2017 compared to three months ended March 31, 2016
The following is a discussion of the results of operations for the three months ended March 31, 2017 compared to the three months ended March 31, 2016. The discussion of certain line items includes a presentation of such line items as a percentage of net revenues for the respective periods presented to facilitate period-to-period comparisons.

 
For the three months ended March 31,
 
2017
 
Percentage of net revenues
 
2016
 
Percentage of net revenues
 
(€ million, except percentages)
Net revenues
821

 
100.0
 %
 
675

 
100.0
 %
Cost of sales
398

 
48.5
 %
 
333

 
49.3
 %
Selling, general and administrative costs
73

 
8.8
 %
 
60

 
8.9
 %
Research and development costs
172

 
21.0
 %
 
158

 
23.4
 %
Other expenses, net
2

 
0.2
 %
 
3

 
0.4
 %
Result from investments
1

 
0.1
 %
 

 
 %
EBIT
177

 
21.6
 %
 
121

 
18.0
 %
Net financial expenses
(4
)
 
(0.4
)%
 
(9
)
 
(1.3
)%
Profit before taxes
173

 
21.2
 %
 
112

 
16.7
 %
Income tax expense
49

 
6.0
 %
 
34

 
5.1
 %
Net profit
124

 
15.1
 %
 
78

 
11.6
 %

Net revenues
 
 
For the three months ended March 31,
 
Increase/(Decrease)
 
 
2017
 
Percentage of net revenues
 
2016
 
Percentage of net revenues
 
2017 vs. 2016
 
 
(€ million, except percentages)
Cars and spare parts(1)
 
581

 
70.8
%
 
481

 
71.2
%
 
100

 
20.8
 %
Engines(2)
 
104

 
12.7
%
 
57

 
8.5
%
 
47

 
81.3
 %
Sponsorship, commercial and brand(3)
 
123

 
14.9
%
 
118

 
17.5
%
 
5

 
3.8
 %
Other(4)
 
13

 
1.6
%
 
19

 
2.8
%
 
(6
)
 
(32.4
)%
Total net revenues
 
821

 
100.0
%
 
675

 
100.0
%
 
146

 
21.5
 %
_________________________________
(1)
Includes the net revenues generated from shipments of our cars, including any personalization revenue generated on these cars and sales of spare parts.
(2)
Includes the net revenues generated from the sale of engines to Maserati for use in their cars and the revenues generated from the rental of engines to other Formula 1 racing teams.
(3)
Includes the net revenues earned by our Formula 1 racing team through sponsorship agreements and our share of the Formula 1 World Championship commercial revenues and net revenues generated through the Ferrari brand, including merchandising, licensing and royalty income.
(4)
Primarily includes interest income generated by our financial services activities and net revenues from the management of the Mugello racetrack.
 
Net revenues for the three months ended March 31, 2017 were €821 million, an increase of €146 million, or 21.5 percent (an increase of 20.4 percent on a constant currency basis), from €675 million for the three months ended March 31, 2016.

The increase in net revenues, including the positive impact of foreign currency hedging instruments, was attributable to the combination of (i) a €100 million increase in cars and spare parts net revenues, (ii) a €47 million increase in engines net revenues, and (iii) a €5 million increase in sponsorship, commercial and brand net revenues, partially offset by (iv) a €6 million decrease in other net revenues.

11



Cars and spare parts

Net revenues generated from cars and spare parts were €581 million for the three months ended March 31, 2017, an increase of €100 million, or 20.8 percent, from €481 million for the three months ended March 31, 2016. The increase was attributable to an €88 million increase in net revenues from range and special series cars and spare parts and a €12 million increase in net revenues from supercars and limited edition cars.

The €88 million increase in net revenues from range and special series cars and spare parts was principally attributable to an increase in shipments of approximately 125 cars (excluding the LaFerrari and the LaFerrari Aperta) and positive mix, along with a greater contribution from personalization programs and foreign currency exchange impact. Shipments of V12 range and special series models increased by 60.3 percent, primarily attributable to shipments of the GTC4Lusso, which commenced in third quarter of 2016, as well as the F12tdf, partially offset by a decrease in shipments of the F12berlinetta, which is in its 6th year of commercialization, and the phase-out of the FF. Shipments of V8 models decreased by 3.3 percent, driven by the California T, which is in its 4th year of commercialization.

The €88 million increase in net revenues from range and special series cars and spare parts was composed of increases in all four of our major geographical markets, including (i) €34 million in EMEA, (ii) €29 million in Americas, (iii) €16 million in Rest of APAC, and (iv) €9 million in China, Hong Kong and Taiwan (on a combined basis).

The €34 million increase in EMEA net revenues was primarily due to increases of €18 million in Italy, €6 million in Germany, €5 million in the UK, €4 million in Other EMEA, €2 million increase in Switzerland with France substantially in line with the prior year, partially offset by a decrease of €1 million in the Middle East. The increase was primarily attributable to an increase in shipments, including double-digit growth in shipments in Italy, Germany, the UK and Switzerland, driven by the GTC4Lusso and the 488 family, along with a greater contribution from personalization programs.

The €29 million increase in Americas net revenues was primarily attributable to positive volume and mix, driven by the 488 family, the F12tdf and the GTC4Lusso, as well as our personalization programs and positive foreign currency exchange impact.

The €16 million increase in Rest of APAC net revenues was attributable to increases of €9 million in Japan and €9 million in other Rest of APAC, partially offset by a decrease of €2 million in Australia. The increase in Japan was driven by positive mix and our personalization programs, as well as positive foreign currency exchange impact, and the increase in other Rest of APAC was primarily attributable to positive volume and mix, driven by Singapore. The decrease in Australia was related to a few units and to GTC4Lusso yet to arrive on the market.

The €9 million increase in China, Hong Kong and Taiwan (on a combined basis) net revenues was primarily attributable to increases of €8 million in China and €1 million in Taiwan, with Hong Kong substantially in line with prior year, mainly due to the Company's decision to terminate the distributor agreement in Hong Kong in the fourth quarter of 2016. The increase in China was primarily attributable to higher volumes and positive mix driven by the 488 family, the GTC4Lusso and the F12tdf.

The increase in net revenues from supercars and limited edition cars was attributable to shipments of the LaFerrari Aperta, which was launched in the third quarter of 2016, partially offset by a decrease in shipments due to the end of the LaFerrari lifecycle in 2016, as well as the non-registered racing car FXX K and the strictly limited edition F60 America completing their limited series run in 2016.

Engines

Net revenues generated from engines were €104 million for the three months ended March 31, 2017, an increase of €47 million, or 81.3 percent, from €57 million for the three months ended March 31, 2016. The increase of €47 million was mainly attributable to an increase in net revenues generated from the sale of engines to Maserati, driven by an increase in the number of engines shipped in the first quarter of 2017 compared to the first quarter of 2016, partially offset by a decrease in net revenues due to the termination of the rental agreement with a Formula 1 racing team.

12



Sponsorship, commercial and brand

Net revenues generated from sponsorship, commercial agreements and brand management activities were €123 million for the three months ended March 31, 2017, an increase of €5 million, or 3.8 percent, from €118 million for the three months ended March 31, 2016. The increase was primarily related to an increase in net revenues from sponsorship, partially offset by the lower 2016 championship ranking compared to 2015.

Other

Other net revenues were €13 million for the three months ended March 31, 2017, a decrease of €6 million, or 32.4 percent, from €19 million for the three months ended March 31, 2016, primarily due to the deconsolidation of the financial services business in Europe since November 2016 following the sale of a majority stake in FFS GmbH to FCA Bank.

Cost of sales

 
 
For the three months ended March 31,
 
Increase/(Decrease)
 
 
2017
 
Percentage of net revenues
 
2016
 
Percentage of net revenues
 
2017 vs. 2016
 
 
(€ million, except percentages)
Cost of sales
 
398

 
48.5
%
 
333

 
49.3
%
 
65

 
19.4
%
    
Cost of sales for the three months ended March 31, 2017 was €398 million, an increase of €65 million, or 19.4 percent from €333 million for the three months ended March 31, 2016. As a percentage of net revenues, cost of sales was 48.5 percent for the three months ended March 31, 2017 compared to 49.3 percent for the three months ended March 31, 2016.
        
The increase in cost of sales was primarily attributable to (i) increased costs of €41 million driven by an increase in production volumes of engines for Maserati and cost of sales of supporting activities (ii) increased costs of €19 million driven by an increase in volumes and personalization programs and (iii) an increase in production costs, including amortization and depreciation, of €5 million.

Selling, general and administrative costs
 
 
For the three months ended March 31,
 
Increase/(Decrease)
 
 
2017
 
Percentage of net revenues
 
2016
 
Percentage of net revenues
 
2017 vs. 2016
 
 
(€ million, except percentages)
Selling, general and administrative costs
 
73

 
8.8
%
 
60

 
8.9
%
 
13

 
20.1
%
Selling, general and administrative costs for the three months ended March 31, 2017 were €73 million, an increase of €13 million, or 20.1 percent, from €60 million for the three months ended March 31, 2016. As a percentage of net revenues, selling, general and administrative costs were 8.8 percent for the three months ended March 31, 2017 compared to 8.9 percent for the three months ended March 31, 2016.
The increase in selling, general and administrative costs was primarily attributable to (i) share-based compensation expense related to the recently approved equity incentive plan, (ii) costs related to new directly operated Ferrari stores and (iii) costs related to initiatives for Ferrari's 70th anniversary, partially offset by (iv) a decrease in costs due to the deconsolidation of FFS GmbH since November 2016.
 

13



Research and development costs
 
 
For the three months ended March 31,
 
Increase/(Decrease)
 
 
2017
 
Percentage of net revenues
 
2016
 
Percentage of net revenues
 
2017 vs. 2016
 
 
(€ million, except percentages)
 
 
 
 
Amortization of capitalized development costs
 
26

 
3.2
%
 
23

 
3.4
%
 
3

 
13.1
%
Research and development costs expensed during the period
 
146

 
17.8
%
 
135

 
20.0
%
 
11

 
8.1
%
Research and development costs
 
172

 
21.0
%
 
158

 
23.4
%
 
14

 
8.8
%

Research and development costs for the three months ended March 31, 2017 were €172 million, an increase of €14 million, or 8.8 percent, from €158 million for the three months ended March 31, 2016. As a percentage of net revenues, research and development costs were 21.0 percent for the three months ended March 31, 2017 compared to 23.4 percent for three months ended March 31, 2016.
The increase in research and development costs during the period of €14 million was driven by the amortization of capitalized development costs and by research and development expenses to support the innovation of our product range and components, in particular, in relation to hybrid technology, as well as Formula 1 developments.

Other expenses, net
 
 
For the three months ended March 31,
 
Increase/(Decrease)
 
 
2017
 
2016
 
 
2017 vs. 2016
 
 
(€ million, except percentages)
Other expenses, net
 
2

 
3

 
 
(1
)
 
37.1
%
Other expenses, net for the three months ended March 31, 2017 included other expenses of €4 million, mainly related to provision and indirect taxes, partially offset by other income of €2 million, mainly related to rental income, gains on disposal of property, plant and equipment and other miscellaneous income.
Other expenses, net for the three months ended March 31, 2016 included other expenses of €5 million, mainly composed of €2 million related to provisions and €2 million related to indirect taxes, partially offset by other income of €2 million, including €1 million of rental income and €1 million of miscellaneous income.
Result from investments
Result from investments of €1 million for the three months ended March 31, 2017 relates to the Group's proportionate share of FFS GmbH's net profit. The Group sold a majority stake in FFS GmbH to FCA Bank on November 7, 2016.


14



EBIT
 
 
For the three months ended March 31,
 
Increase/(Decrease)
 
 
2017
 
Percentage of net revenues
 
2016
 
Percentage of net revenues
 
2017 vs. 2016
 
 
(€ million, except percentages)
EBIT
 
177

 
21.6
%
 
121

 
18.0
%
 
56

 
46.1
%
EBIT for the three months ended March 31, 2017 was €177 million, an increase of €56 million, or 46.1 percent, from €121 million for the three months ended March 31, 2016. As a percentage of net revenues, EBIT was 21.6 percent for the three months ended March 31, 2017 compared to 18.0 percent for the three months ended March 31, 2016.
The increase in EBIT was primarily attributable to (i) positive volume impact of €17 million, (ii) positive product mix of €34 million, (iii) positive net foreign currency exchange impact of €30 million (including positive €23 million relating to foreign currency hedging instruments) and (iv) €2 million of positive contribution from other supporting activities, which were partially offset by (v) an increase in selling, general and administrative costs of €13 million, and (vi) an increase in research and development costs of €14 million.

The positive volume impact of €17 million was attributable to an increase in shipments of approximately 125 cars (excluding the LaFerrari and LaFerrari Aperta), driven by the 488 Family, the GTC4Lusso and the F12tdf, as well as a positive contribution from our personalization programs. The positive product mix of €34 million was primarily attributable to the LaFerrari Aperta, which was launched in the third quarter of 2016, as well as an increase in shipments of our V12 models, driven by the GTC4Lusso, partially offset by a decrease in shipments of the LaFerrari which completed its lifecycle in 2016, as well as the non-registered racing car FXX K and the strictly limited edition F60 America completing their limited series run in 2016.

Net financial expenses
 
 
For the three months ended March 31,
 
Increase/(Decrease)
 
 
2017
 
2016
 
2017 vs. 2016
 
 
(€ million, except percentages)
Net financial expenses
 
(4
)
 
(9
)
 
5

 
55.5
%
    
Net financial expenses for the three months ended March 31, 2017 were €4 million compared to €9 million for the three months ended March 31, 2016.

The decrease in net financial expenses was primarily attributable to financial income of €3 million related to the Delta Topco option including dividends received and a gain from exercising the option, as well as a gain of €2 million on the fair value measurement of the Series C Liberty Formula One shares ("Liberty Shares") at March 31, 2017. For further details please refer to Note 17 to the Interim Condensed Consolidated Financial Statements.

15




Income tax expense
    
 
For the three months ended March 31,
 
Increase/(Decrease)
 
2017
 
2016
 
2017 vs. 2016
 
(€ million, except percentages)
Income tax expense
49

 
34

 
15

 
44.1
%
Income tax expense for the three months ended March 31, 2017 was €49 million, an increase of €15 million, or 44.1 percent, from €34 million for the three months ended March 31, 2016. The increase in income tax expense was primarily attributable to an increase in profit before taxes, partially offset by the combined effect of a reduction in the corporate income tax rate from 27.5 percent to 24.0 percent, effective from 2017, and additional deductions related to eligible research and development costs and on depreciation of fixed assets, in accordance with changes in tax regulations in Italy.
The effective tax rate (net of IRAP) was 23.7 percent for the three months ended March 31, 2017 compared to 26.1 percent for the three months ended March 31, 2016.


16



Liquidity and Capital Resources

Liquidity Overview

We require liquidity in order to meet our obligations and fund our business. Short-term liquidity is required to purchase raw materials, parts and components for car production, and to fund selling, administrative, research and development, and other expenses. In addition to our general working capital and operational needs, we expect to use cash for capital expenditures to support our existing and future products. We make capital investments mainly in Italy, for initiatives to introduce new products, enhance manufacturing efficiency, improve capacity, and for maintenance and environmental compliance. Our capital expenditures in 2017 are expected to be between €350 million to €360 million, or higher based on the timing of research and development expenditure to transition our product portfolio to hybrid technology. We plan to fund our capital expenditure primarily with cash generated from our operating activities.

Our business and results of operations depend on our ability to achieve certain minimum car shipment volumes. We have significant fixed costs and therefore, changes in our car shipment volumes can have a significant effect on profitability and liquidity. We believe that our cash generation together with our current liquidity will be sufficient to meet our obligations and fund our business and capital expenditures.

See the “Net Debt and Net Industrial Debt” section below for further details relating to the Group's liquidity.    

Cyclical Nature of Our Cash Flows

Our working capital is subject to month to month fluctuations due to, among others, production volumes, activity of our financial services portfolio, timing of tax payments and capital expenditure. In particular, our inventory levels increase in the periods leading up to launches of new models, during the phase-out of prior models and at the end of the second quarter when our inventory levels are higher to support the summer plant shutdown.

The payment of taxes also affects our working capital. Since 2016, Ferrari is a standalone tax group and we pay our taxes in two advances. In 2016, we made an initial payment in the second quarter and a more significant payment in the fourth quarter. Starting in 2017 we expect to pay taxes in equal advances, the first advance at either the end of the second quarter or the beginning of the third quarter, and the second advance in the fourth quarter.

Our capital expenditure requirements are, among others, influenced by the timing of the launch of new models and, in particular, our development costs peak in periods when we develop a significant number of new models to renew or refresh our product range. Capital expenditure is also influenced by the timing of research and development costs for our Formula 1 activities, for which expenditure is generally higher in the first and last quarter of the year.

We tend to generally receive payment for cars (other than those for which we provide dealer financing) between 30
and 40 days after the car is shipped while we tend to pay most suppliers between 90 and 105 days after we receive the raw materials or components. We maintain sufficient inventory of raw materials and components to ensure continuity of our production lines but delivery of most raw materials and components takes place monthly or more frequently in order to minimize inventories. The manufacture of one of our cars typically takes between 30 and 45 days, depending on the level of automation of the relevant production line, and the car is generally shipped to our dealers three to six days following the completion of production, although to ensure prompt deliveries in certain regions we may warehouse cars in local markets for longer periods of time. As a result, we tend to receive payment for cars shipped before we are required to make payment for the raw material and components used in manufacturing the cars.


17



Cash Flows

The following table summarizes the cash flows from/(used in) operating, investing and financing activities for the three months ended March 31, 2017 and 2016. For additional details of our cash flows, see our Interim Condensed Consolidated Financial Statements included elsewhere in this Interim Report.
 
For the three months ended March 31,
 
2017
 
2016
 
(€ million)
Cash and cash equivalents at beginning of the period
458

 
183

Cash flows from operating activities
142

 
112

Cash flows used in investing activities
(64
)
 
(67
)
Cash flows from financing activities
35

 
339

Translation exchange differences
(2
)
 
(4
)
Total change in cash and cash equivalents
111

 
380

Cash and cash equivalents at end of the period
569

 
563


Operating Activities - Three Months Ended March 31, 2017    

Our cash flows from operating activities for the three months ended March 31, 2017 were €142 million, primarily the result of:

(i)
profit before taxes of €173 million adjusted for €65 million for depreciation and amortization expense, €27 million related to other net non-cash expenses, result from investments and net gains on disposals of property, plant and equipment and intangible assets, €4 million of net finance costs and €1 million in provisions recognized and;

(ii)
€2 million related to cash generated by the decrease in receivables from financing activities; partially offset by

(iii)
€58 million relating to cash absorbed by the net change in other operating assets and liabilities, primarily attributable to an increase in other current assets and a decrease in other liabilities;

(iv)
€53 million related to cash absorbed from the net change in inventories, trade receivables and trade payables, primarily driven by an increase in trade receivables of €34 million and an increase in inventories of €36 million, partially offset by an increase in trade payables of €17 million;

(v)
€11 million of net finance costs paid; and

(vi)
€8 million of income taxes paid.


Operating Activities - Three Months Ended March 31, 2016

Our cash flows from operating activities for the three months ended March 31, 2016 were €112 million, primarily the result of:

(i)
profit before taxes of €112 million adjusted for €57 million for depreciation and amortization expense, €8 million in provisions recognized and €9 million of net finance costs and other net non-cash expenses and income;

(ii)
€17 million related to cash generated by the decrease in receivables from financing activities, primarily driven by a decrease in factoring activities and foreign currency exchange impact;

(iii)
€41 million relating to cash absorbed by the net change in other operating assets and liabilities, primarily attributable to an increase in other current assets and a decrease in other liabilities, driven by a decrease in advances related to the LaFerrari;


18



(iv)
€34 million related to cash absorbed from the net change in inventories, trade receivables and trade payables, primarily driven by an increase in trade receivables of €28 million and an increase in inventories of €6 million;

(v)
€12 million of net finance costs paid, and

(vi)
€4 million of income taxes paid.
Investing Activities - Three Months Ended March 31, 2017
Our cash flows used in investing activities for the three months ended March 31, 2017 were €64 million and were comprised of (i) €41 million of additions to property, plant and equipment, primarily related to the plant and machinery for new models; and (ii) €32 million of additions to intangible assets, mainly related to externally acquired and internally generated development costs, partially offset by (iii) €8 million proceeds from exercising the Delta Topco option and (iv) €1 million of proceeds from disposal of property, plant and equipment. For a detailed analysis of additions to property, plant and equipment and intangible assets see “Capital Expenditures.”

Investing Activities - Three Months Ended March 31, 2016

Our cash flows used in investing activities for the three months ended March 31, 2016 were €67 million and were comprised of (i) €42 million of additions to intangible assets, mainly related to externally acquired and internally generated development costs; and (ii) €25 million of additions to property, plant and equipment, related primarily to the plant and machinery relating to new models. For a detailed analysis of additions to property, plant and equipment and intangible assets see “Capital Expenditures”.

Financing Activities - Three Months Ended March 31, 2017

Our cash flows used in financing activities for the three months ended March 31, 2017 were €35 million, primarily the result of:

(i)
€28 million of proceeds net of repayments related to our revolving securitization programs in the U.S., and

(ii)
€9 million related to net change in bank borrowings; partially offset by

(iii)
€2 related to net change in other debt;


Financing Activities - Three Months Ended March 31, 2016

Our cash flows from financing activities for the three months ended March 31, 2016 were €339 million, primarily the result of:
(i)
€491 million of net proceeds related to the issuance of notes;
(ii)
€202 million of proceeds net of repayments related to the revolving securitization program;
(iii)
€139 in proceeds from the settlement of the deposits in FCA Group cash management pools;
(iv)
€19 million related to net change in other debt; and
(v)
€1 million of proceeds from the share premium contribution made by FCA in connection with the Restructuring.
These cash inflows were partially offset by:
(i)
€500 million related to the repayment of the Bridge Loan;
(ii)
€9 million of net repayments of other bank borrowings; and
(iii)
€4 million related to the settlement of financial liabilities with FCA.



19



Capital Expenditures

Capital expenditures are defined as cash outflows that result in additions to property, plant and equipment and intangible assets. Capital expenditures for the three months ended March 31, 2017 were €73 million and €67 million for the three months ended March 31, 2016.

The following table sets forth a breakdown of capital expenditures by category for each of the three months ended March 31, 2017 and 2016:

For the three months ended March 31,

2017
 
2016

(€ million)
Intangible assets

 

Externally acquired and internally generated development costs
30

 
37

Patents, concessions and licenses
2

 

Other intangible assets

 
5

Total intangible assets
32

 
42

Property, plant and equipment

 

Industrial buildings
1

 

Plant, machinery and equipment
12

 
12

Other assets
2

 
1

Advances and assets under construction
26

 
12

Total property, plant and equipment
41

 
25

Total capital expenditures
73

 
67


Intangible assets    

Our capital expenditures in intangible assets were €32 million and €42 million for the three months ended March 31, 2017 and 2016, respectively, the most significant component of which relates to externally acquired and internally generated development costs and information technologies costs. In particular, we make such investments to support the development of our current and future product offering. The capitalized development costs primarily include materials costs and personnel expenses relating to engineering, design and development focused on content enhancement of existing cars and new models. We constantly invest in product development to ensure we can quickly and efficiently respond to market demand and/or technological breakthroughs and in order to maintain our position at the top of the luxury performance sports cars market.
    
For the three months ended March 31, 2017 we invested €30 million in externally acquired and internally generated development costs, of which €22 million related to development of models to be launched in future years, €4 million related to the 812Superfast, €3 million related to components and €1 million related to development of other range and special series cars.

For the three months ended March 31, 2016, we invested €37 million in externally acquired and internally generated development costs, of which €26 million related to development of models to be launched in future years, €8 million related to development of the GTC4Lusso, which commenced shipments in the third quarter of 2016, and €3 million related to components.
    
Investment in other intangible assets mainly relates to costs recognized for the implementation of software.


Property, plant and equipment

Our capital expenditures in property, plant and equipment were €41 million and €25 million for the three months ended March 31, 2017 and 2016, respectively.

Our most significant investments generally relate to plant, machinery and equipment, and in particular to our car production and engine assembly lines. Investments in plant, machinery and equipment amounted to €12 million for the three months ended March 31, 2017 and 2016.

20



For the three months ended March 31, 2017 investments in plant, machinery and equipment of €12 million were composed of €2 million related to the investments in car production lines, €1 million related to engine assembly lines, €2 million of investments related to our personalization programs, and €7 million principally related to industrial tools needed for the production of cars.
For the three months ended March 31, 2016, investments in plant and machinery of €12 million were composed of €7 million related to the investments in car production lines, €1 million of plant related to our personalization program, €1 million related to engine assembly lines and the residual amount of capital expenditure in plant, machinery and equipment was principally related to industrial tools needed for the production of cars.
Advances and assets under construction, which amounted to €26 million and €12 million for the three months ended March 31, 2017 and 2016 respectively, primarily related to investments in industrial tools needed for the production of new models.

Net Debt and Net Industrial Debt
Net Industrial Debt is the primary measure used by us to analyze our financial leverage and capital structure, and is one of the key indicators, together with Net Debt, we use to measure our financial position. These measures are presented by management to aid investors in their analysis of the Group's financial position and financial performance and to compare the Group's financial position and financial performance with that of other companies. Net Industrial Debt is defined as total debt less cash and cash equivalents (Net Debt), further adjusted to exclude the funded portion of the self-liquidating financial receivables portfolio, which is the portion of our receivables from financing activities that we fund with external debt or intercompany loans

The following table sets forth a reconciliation of Net Debt and Net Industrial Debt at March 31, 2017 and December 31, 2016.


At March 31,
 
At December 31,

2017
 
2016

(€ million)
Cash and cash equivalents
569

 
458

Total liquidity
569

 
458

Term Loan
(800
)
 
(800
)
Other borrowings from banks
(45
)
 
(37
)
Bond
(492
)
 
(498
)
Securitization
(507
)
 
(486
)
Other debt
(26
)
 
(27
)
Total debt
(1,870
)
 
(1,848
)
Net Debt
(1,301
)
 
(1,390
)
Funded portion of the self-liquidating financial receivables portfolio
723

 
737

Net Industrial Debt
(578
)
 
(653
)

Cash and cash equivalents

Cash and cash equivalents amounted to €569 million at March 31, 2017 compared to €458 million at December 31, 2016. The increase in cash and cash equivalents was primarily driven by Free Cash Flow from Industrial Activities and proceeds from our securitization programs. See “Free Cash Flow from Industrial Activities” and “Cash Flows” for further details.
 
Approximately 70% of our cash and cash equivalents were denominated in Euro at March 31, 2017. Our cash and cash equivalents denominated in currencies other than the Euro are available mostly to Ferrari S.p.A. and certain subsidiaries which operate in areas other than the United States and Europe. Cash held in such countries may be subject to transfer restrictions depending on the jurisdictions in which these subsidiaries operate. In particular, cash held in China (including in foreign currencies), which amounted to €75 million at March 31, 2017 (€48 million at December 31, 2016), is subject to certain repatriation restrictions and may only be repatriated as dividends. Based on our review, we do not currently believe that such transfer restrictions have an adverse impact on our ability to meet our liquidity requirements.


21



The following table sets forth an analysis of the currencies in which our cash and cash equivalents were denominated at the dates presented.

At March 31,
 
At December 31,

2017
 
2016

(€ million)
Euro
394

 
318

Chinese Yuan
66

 
58

U.S. Dollar
59

 
16

Japanese Yen
19

 
37

Other currencies
31

 
29

Total
569

 
458


Cash collected from the settlement of receivables or lines of credit pledged as collateral is subject to certain restrictions regarding its use and is principally applied to repay principal and interest of the funding. Such cash amounted to €31 million at March 31, 2017 (€19 million at December 31, 2016).

Total available liquidity
    
Total available liquidity (defined as cash and cash equivalents plus undrawn committed credit lines) at March 31, 2017 was €1,069 million (€958 million at December 31, 2016).

The following table summarizes our total available liquidity:

At March 31,
 
At December 31,

2017
 
2016

(€ million)
Cash and cash equivalents
569

 
458

Undrawn committed credit lines
500

 
500

Total available liquidity
1,069

 
958


The undrawn committed credit lines relates to a revolving credit facility. See “The Facility” below for further details.


The Facility
On November 30, 2015, the Company, as borrower and guarantor, and certain other members of the Group, as borrowers, entered into a €2.5 billion facility with a syndicate of banks (the “Facility”). The Facility comprises a bridge loan of €500 million (the “Bridge Loan”), a term loan of €1,500 million (the “Term Loan”) and a revolving credit facility of €500 million (the “RCF”).
In December 2015 the Bridge Loan and Term Loan were fully drawn down for the purposes of repaying financial liabilities with FCA, including the FCA Note that originated as a result of the Restructuring. At December 31, 2015, the Bridge Loan was fully drawn down by the Company, whilst €1,425 million of the Term Loan was drawn down by the Company and the remaining €75 million was drawn down by Ferrari Financial Services Inc.
In March 2016, the Bridge Loan was subsequently fully repaid, primarily using the proceeds from the bond (see “Bond” below).
The Company made voluntary prepayments of €600 million on the Term Loan, paying €300 million in September 2016 and €300 million in December 2016. Also in December 2016, the Company and FFS Inc made mandatory scheduled payments of €92 million and $9 million, respectively.

At March 31, 2017 and at December 31, 2016 the RCF was undrawn. Proceeds of the RCF may be used from time to time for general corporate and working capital purposes of the Group.



22



Other borrowings from banks
Other borrowings from banks mainly relate to financial liabilities of FFS Inc to support the financial services operations, and in particular €33 million (€24 million at December 31, 2016) relating to a $100 million U.S. Dollar denominated credit facility that was entered into on November 17, 2015, the proceeds of which were fully drawn down in 2015 and used to repay financial liabilities with FCA in the United States. The credit facility was renewed in December 2016 for an additional 12 months. Other borrowings from banks also includes €13 million at March 31, 2017 (€13 million at December 31, 2016) relating to various short and medium term credit facilities.
        
Bond
On March 16, 2016, the Company issued a 1.5 percent coupon bond due 2023, having a principal of €500 million. The bond was issued at a discount for an issue price of 98.977 percent, resulting in net proceeds of €490.7 million after the debt discount and issuance costs. The net proceeds were used, together with additional cash held by the Company, to fully repay the €500 million Bridge Loan under the Facility. The bond is unrated and was admitted to trading on the regulated market of the Irish Stock Exchange. The amount outstanding at March 31, 2017 includes accrued interest of €0.3 million (€5.9 million at December 31, 2016).

Securitization
In 2016 FFS Inc pursued a strategy of self-financing, further reducing dependency on intercompany funding and increasing the portion of self-liquidating debt with various securitization transactions.
On January 19, 2016, FFS Inc performed a revolving securitization program for funding of up to $250 million by pledging retail financial receivables in the United States as collateral. On December 16, 2016, the funding limit of the program was increased to US$275 million. The notes bear interest at a rate per annum equal to the aggregate of LIBOR plus a margin of 70 basis points. Proceeds from the first sale of financial receivables were $242 million and were primarily used to repay intercompany loans. The securitization agreement requires the maintenance of an interest rate cap.
On October 20, 2016, FFS Inc performed a revolving securitization program for funding of up to $200 million by pledging leasing financial receivables in the United States as collateral. The notes bear interest at a rate per annum equal to the aggregate of LIBOR plus a margin of 70 basis points. Proceeds from the first sale of financial receivables were $175 million and were primarily used to repay the $150 million U.S. Dollar denominated credit facility. The securitization agreement requires the maintenance of an interest rate cap.
Finally, on December 28, 2016, FFS Inc performed a revolving securitization program for funding of up to $120 million by pledging credit lines to Ferrari customers secured by personal vehicle collections and personal guarantees in the United States as collateral. The notes bear interest at a rate per annum equal to the aggregate of LIBOR plus a margin of 150 basis points. Proceeds from the first sale of financial receivables were $64 million and were primarily used to partially repay the $100 million U.S. Dollar denominated credit facility. The securitization agreement does not require an interest rate cap.
Cash collected from the settlement of receivables or lines of credit pledged as collateral is subject to certain restrictions regarding its use and is principally applied to repay principal and interest of the funding. Such cash amounted to €31 million at March 31, 2017 (€19 million at December 31, 2016).
Other debt
Other debt mainly relates to Ferrari S.p.A. for the financing of investments in research and development.


23



Free Cash Flow and Free Cash Flow from Industrial Activities

Free Cash Flow and Free Cash Flow from Industrial Activities are two of our primary key performance indicators to measure the Group’s performance. These measures are presented by management to aid investors in their analysis of the Group's financial performance and to compare the Group's financial performance with that of other companies. Free Cash Flow is defined as cash flows from operating activities less cash flows used in investing activities. Free Cash Flow from Industrial Activities is defined as Free Cash Flow adjusted for the change in the self-liquidating financial receivables portfolio, which is the change in our receivables from financing activities. The following table sets forth our Free Cash Flow and Free Cash Flow from Industrial Activities for the three months ended March 31, 2017 and 2016.


For the three months ended March 31,

2017
 
2016

(€ million)
Cash flows from operating activities
142

 
112

Cash flows used in investing activities
(64
)
 
(67
)
Free Cash Flow
78

 
45

Change in the self-liquidating financial receivables portfolio
(2
)
 
(17
)
Free Cash Flow from Industrial Activities
76

 
28


Cash flows used in investing activities for the three months ended March 31, 2017 are net of €8 million proceeds from exercising the Delta Topco option.

Free Cash Flow for the three months ended March 31, 2017 was €78 million, an increase of €33 million compared to €45 million for the three months ended March 31, 2016. For an explanation of the drivers in Free Cash Flow see “Cash Flows” above.

Free Cash Flow from Industrial Activities for the three months ended March 31, 2017 was €76 million, an increase of €48 million compared to €28 million for the three months ended March 31, 2016. The increase in Free Cash Flow from Industrial Activities was primarily attributable to an increase in Adjusted EBITDA, partially offset by negative impact from net working capital and capital expenditures.


Outlook

2017 Outlook confirmed:

Shipments: ~8,400 including supercars
Net revenues: > €3.3 billion
Adjusted EBITDA: > €950 million
Net Industrial Debt: ~€500 million including a cash distribution to the holders of common shares and excluding
potential share repurchases



24



INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS AT AND FOR THE THREE MONTHS ENDED MARCH 31, 2017



CONTENTS
 
Page
Interim Consolidated Income Statement
Interim Consolidated Statement of Comprehensive Income
Interim Consolidated Statement of Financial Position
Interim Consolidated Statement of Cash Flows
Interim Consolidated Statement of Changes in Equity
Notes to the Interim Condensed Consolidated Financial Statements











































FERRARI N.V.
INTERIM CONSOLIDATED INCOME STATEMENT
for the three months ended March 31, 2017 and 2016
(Unaudited)

 
 
 
For the three months ended March 31,
 
Note
 
2017
 
2016
 
 
(€ thousand)
Net revenues
6
 
820,600

 
675,453

Cost of sales
7
 
397,693

 
332,997

Selling, general and administrative costs
8
 
72,577

 
60,423

Research and development costs
9
 
172,163

 
158,194

Other expenses, net
10
 
1,630

 
2,590

Result from investments
11
 
602

 

EBIT
 
 
177,139

 
121,249

Net financial expenses
12
 
(3,538
)
 
(8,955
)
Profit before taxes
 
 
173,601

 
112,294

Income tax expense
13
 
49,395

 
34,699

Net profit
 
 
124,206

 
77,595

Net profit attributable to:
 
 
 
 
 
Owners of the parent
 
 
123,666

 
77,337

Non-controlling interests
 
 
540

 
258

 
 
 
 
 
 
Basic and diluted earnings per common share (in €)
14
 
0.65

 
0.41














The accompanying notes are an integral part of the Interim Condensed Consolidated Financial Statements.

F-1



FERRARI N.V.
INTERIM CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME
for the three months ended March 31, 2017 and 2016
(Unaudited)

 
 
 
For the three months ended March 31,
 
Note
 
2017
 
2016
 
 
(€ thousand)
Net profit
 
 
124,206

 
77,595

Items that may be reclassified to the consolidated income statement in subsequent periods:
 
 
 
 
 
Gains on cash flow hedging instruments
21
 
13,632

 
60,406

Exchange differences on translating foreign operations
21
 
(827
)
 
(5,178
)
Related tax impact
21
 
(3,803
)
 
(18,951
)
Total items that may be reclassified to the consolidated income statement in subsequent periods
 
 
9,002

 
36,277

Total other comprehensive income, net of tax
21
 
9,002

 
36,277

Total comprehensive income
 
 
133,208

 
113,872

Total comprehensive income attributable to:
 
 
 
 
 
Owners of the parent
 
 
132,698

 
113,845

Non-controlling interests
 
 
510

 
27
















The accompanying notes are an integral part of the Interim Condensed Consolidated Financial Statements.

F-2



FERRARI N.V.
INTERIM CONSOLIDATED STATEMENT OF FINANCIAL POSITION
at March 31, 2017 and at December 31, 2016
(Unaudited)


 
Note
 
At March 31,
2017
 
At December 31,
2016
 
 
 
(€ thousand)
Assets

 

 

Goodwill

 
785,182

 
785,182

Intangible assets
15
 
356,769

 
354,394

Property, plant and equipment
16
 
674,777

 
669,283

Investments and other financial assets
17
 
28,074

 
33,935

Deferred tax assets

 
134,308

 
119,357

Total non-current assets
 
 
1,979,110

 
1,962,151

Inventories
18
 
358,563

 
323,998

Trade receivables
19
 
277,787

 
243,977

Receivables from financing activities
19
 
776,020

 
790,377

Current tax receivables
19
 
3,805

 
1,312

Other current assets
19
 
81,304

 
53,729

Current financial assets
20
 
9,587

 
16,276

Cash and cash equivalents

 
569,327

 
457,784

Total current assets
 
 
2,076,393

 
1,887,453

Total assets

 
4,055,503

 
3,849,604

 
 
 
 
 
 
Equity and liabilities
 
 
 
 
 
Equity attributable to owners of the parent

 
475,652

 
324,995

Non-controlling interests

 
5,320

 
4,810

Total equity
21
 
480,972

 
329,805

 
 
 
 
 
 
Employee benefits

 
87,326

 
91,024

Provisions
23
 
208,818

 
215,227

Deferred tax liabilities

 
13,100

 
13,111

Debt
24
 
1,870,124

 
1,848,041

Other liabilities
25
 
636,333

 
656,275

Other financial liabilities
20
 
23,441

 
39,638

Trade payables
26
 
631,769

 
614,888

Current tax payables

 
103,620

 
41,595

Total equity and liabilities
 
 
4,055,503

 
3,849,604







The accompanying notes are an integral part of the Interim Condensed Consolidated Financial Statements.

F-3



FERRARI N.V.
INTERIM CONSOLIDATED STATEMENT OF CASH FLOWS
for the three months ended March 31, 2017 and 2016
(Unaudited)
 
For the three months ended March 31,
 
2017
 
2016 (*)
 
(€ thousand)
Cash and cash equivalents at beginning of the period
457,784

 
182,753

Cash flows from operating activities:
 
 
 
Profit before taxes
173,601

 
112,294

Amortization and depreciation
64,758

 
56,443

Provision accruals
953

 
8,032

   Result from investments
(602
)
 

Net finance costs
3,538

 
8,955

Other non-cash expenses
27,495

 
(457
)
Net gains on disposal of property, plant and equipment and intangible assets
(373
)
 
(364
)
Change in inventories
(36,249
)
 
(5,835
)
Change in trade receivables
(33,891
)
 
(27,508
)
Change in trade payables
16,890

 
(566
)
Change in receivables from financing activities
2,474

 
17,339

Change in other operating assets and liabilities
(58,468
)
 
(40,766
)
Finance income received
3,135

 
416

Finance costs paid
(13,880
)
 
(12,008
)
Income tax paid
(8,375
)
 
(3,598
)
Total
141,006

 
112,377

Cash flows used in investing activities:
 
 
 
Investments in property, plant and equipment
(40,523
)
 
(25,368
)
Investments in intangible assets
(32,136
)
 
(42,644
)
Proceeds from the sale of property, plant and equipment and intangible assets
383

 
514

Proceeds from exercising the Delta Topco option
8,307

 

Total
(63,969
)
 
(67,498
)
Cash flows used in financing activities:
 
 
 
Repayment of Bridge Loan

 
(500,000
)
Net change in bank borrowings
9,309

 
(8,546
)
Securitization net of repayments
27,769

 
201,743

Proceeds from bond

 
490,729

Net change in deposits in FCA Group cash management pools and financial liabilities with FCA Group

 
135,180

Net change in other debt
(1,791
)
 
18,959

Change in equity

 
1,384

Total
35,287

 
339,449

Translation exchange differences
(781
)
 
(3,639
)
Total change in cash and cash equivalents
111,543

 
380,689

Cash and cash equivalents at end of the period
569,327

 
563,442

(*) Starting from 2017, the Company has disclosed separately finance income received and finance costs paid on the interim consolidated statement of cash flows. The comparative information for the three months ended March 31, 2016 has been reclassified accordingly. This did not affect any of the sub-totals presented on the interim consolidated statement of cash flows.

The accompanying notes are an integral part of the Interim Condensed Consolidated Financial Statements.

F-4



FERRARI N.V.
INTERIM CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY
for the three months ended March 31, 2017 and 2016
(Unaudited)

 

 
 
 
 
 
 
 
Share capital
 
Retained earnings and other reserves
 
Cash flow hedge reserve
 
Currency translation differences
 
Remeasurement of defined benefit plans
 
Equity attributable to owners of the parent
 
Non-controlling interests
 
Total
 
(€ thousand)
At December 31, 2015
3,778

 
(12,127
)
 
(52,923
)
 
42,571

 
(6,422
)
 
(25,123
)
 
5,720

 
(19,403
)
Net profit

 
77,337

 

 

 

 
77,337

 
258

 
77,595

Other comprehensive income/(loss)

 

 
41,455

 
(4,947
)
 

 
36,508

 
(231
)
 
36,277

Separation (1)
(1,274
)
 
1,496

 

 

 

 
222

 

 
222

At March 31, 2016
2,504

 
66,706

 
(11,468
)
 
37,624

 
(6,422
)
 
88,944

 
5,747

 
94,691




 

 
 
 
 
 
 
 
Share capital
 
Retained earnings and other reserves
 
Cash flow hedge reserve
 
Currency translation differences
 
Remeasurement of defined benefit plans
 
Equity attributable to owners of the parent
 
Non-controlling interests
 
Total
 
(€ thousand)
At December 31, 2016
2,504

 
302,336

 
(18,780
)
 
46,823

 
(7,888
)
 
324,995

 
4,810

 
329,805

Net profit

 
123,666

 

 

 

 
123,666

 
540

 
124,206

Other comprehensive income/(loss)

 

 
9,829

 
(797
)
 

 
9,032

 
(30
)
 
9,002

Share-based compensation

 
17,959

 

 

 

 
17,959

 

 
17,959

At March 31, 2017
2,504

 
443,961

 
(8,951
)
 
46,026

 
(7,888
)
 
475,652

 
5,320

 
480,972


(1)
Reflects the effects of the Separation. See Note 21 “Equity” for additional details.











The accompanying notes are an integral part of the Interim Condensed Consolidated Financial Statements.

F-5




FERRARI N.V.
NOTES TO THE INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
AT AND FOR THE THREE MONTHS ENDED MARCH 31, 2017 AND MARCH 31, 2016

1. BACKGROUND AND BASIS OF PRESENTATION
    
Background

Ferrari is among the world’s leading luxury brands. The activities of Ferrari N.V. (herein referred to as “Ferrari” or the “Company” and together with its subsidiaries the “Group”) and its subsidiaries are focused on the design, engineering, production and sale of luxury performance sports cars. The cars are designed, engineered and produced in Maranello and Modena, Italy and sold in more than 60 markets worldwide through a network of 170 authorized dealers operating 188 points of sale. The Ferrari brand is licensed to a selected number of producers and retailers of luxury and lifestyle goods, with Ferrari branded merchandise also sold through a network of 16 Ferrari-owned stores and 30 franchised stores (including 8 Ferrari Store Junior), as well as on the Group’s website. To facilitate the sale of new and used cars, the Group provides various forms of financing, through cooperation and other agreements, to both clients and dealers. Ferrari also participates in the Formula 1 World Championship through Scuderia Ferrari. The activities of Scuderia Ferrari are the core element of Ferrari marketing and promotion activities and an important source of innovation supporting the technological advancement of Ferrari sport and street cars.

Fiat S.p.A., (merged with and into Fiat Chrysler Automobiles N.V. in October 2014, Fiat S.p.A. and Fiat Chrysler Automobiles are defined as “FCA” as the context requires and together with their subsidiaries the “FCA Group”) acquired 50 percent of Ferrari S.p.A. in 1969, and over time expanded this shareholding to 90 percent ownership, while the remaining 10 percent non-controlling interest was owned by Piero Ferrari.

On October 29, 2014, Fiat Chrysler Automobiles N.V. (“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 defined 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, and (iv) the distribution, following the initial public offering, of FCA’s remaining interest in the Company to its shareholders. After the Separation, which took place on January 3, 2016, Ferrari operates as an independent, publicly traded company.

The transactions described above in (i) and (ii) (referred to collectively as the “Restructuring”) were completed in October 2015. The remaining steps of the Separation were completed between January 1 and January 3, 2016 through two consecutive demergers followed by a merger under Dutch law. As part of the Separation a new entity, FE New N.V., was created. Pursuant to the demergers the shares in the Company held by FCA were ultimately transferred to FE New N.V., with FE New N.V. issuing shares in its capital to the shareholders of FCA. In connection with the demergers, the mandatory convertible security holders of FCA also received shares in FE New N.V. On completion of the Separation the Company was merged with and into FE New N.V. and FE New N.V. was renamed Ferrari N.V.

Following the Separation and at March 31, 2017 the fully paid up share capital of the Company was €2,504 thousand, consisting of 193,923,499 common shares and 56,497,618 special voting shares, all with a nominal value of €0.01. At March 31, 2017, the Company held 4,975,582 common shares and 2,930 special voting shares in treasury, while at December 31, 2016 the Company held 5,000,000 common shares and 2,930 special voting shares. The decrease in common shares held in treasury reflects the granting of shares to Non-Executive Directors as part of their directors compensation.
Following the completion of the Separation, 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.

References to the Company in these consolidated financial statements refer to Ferrari N.V. (formerly named FE New N.V.) following the Separation and to Ferrari N.V.'s predecessor (formerly named New Business Netherlands N.V.), prior to the completion of the Separation.


F-6



2. AUTHORIZATION OF INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS AND COMPLIANCE WITH INTERNATIONAL FINANCIAL REPORTING STANDARDS
    
These Interim Condensed Consolidated Financial Statements of Ferrari N.V. were authorized for issuance on May 4, 2017, and have been prepared in accordance with IAS 34 - Interim Financial Reporting. The Interim Condensed Consolidated Financial Statements should be read in conjunction with the Group’s consolidated financial statements at and for the year ended December 31, 2016 (the “Consolidated Financial Statements”), which have been prepared in accordance with International Financial Reporting Standards (“IFRS”) as issued by the International Accounting Standards Board (“IASB”) and IFRS as endorsed by the European Union. The designation IFRS also includes International Accounting Standards (“IAS”) as well as all the interpretations of the International Financial Reporting Interpretations Committee (“IFRIC” and “SIC”). The accounting policies adopted are consistent with those used at December 31, 2016, except as described in the paragraphs “Share-based compensation” and “New standards and amendments effective from January 1, 2017”.




3. BASIS OF PREPARATION FOR INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
    
The preparation of the Interim Condensed Consolidated Financial Statements requires management to make estimates and assumptions that affect the reported amounts of revenues, expenses, assets, liabilities and disclosure of contingent liabilities. If in the future such estimates and assumptions, which are based on management’s best judgment at the date of these Interim Condensed Consolidated Financial Statements, deviate from the actual circumstances, the original estimates and assumptions will be modified as appropriate in the period in which the circumstances change. Reference should be made to the section “Use of estimates” in the Consolidated Financial Statements for a detailed description of the more significant valuation procedures used by the Group.

Moreover, in accordance with IAS 34, certain valuation procedures, in particular those of a more complex nature regarding matters such as any impairment of non-current assets, are only carried out in full during the preparation of the annual financial statements, when all the information required is available, other than in the event that there are indications of impairment, when an immediate assessment is necessary. In the same way, the actuarial valuations that are required for the determination of employee benefit provisions are also usually carried out during the preparation of the annual consolidated financial statements, unless in the event of significant market fluctuation, plan amendments or curtailments and settlements.
Share-based compensation
The Group has implemented an equity incentive plan that provides for the granting of share-based compensation to the Chief Executive Officer, all other members of the Group Executive Council (“GEC”) and key leaders. The equity incentive plan is accounted for in accordance with IFRS 2 - Share-based Payment, which allows the Company to recognize share-based compensation expense based on fair value of the awards granted. Compensation expense for the equity-settled awards containing market performance conditions is measured at the grant date fair value of the award using the Monte Carlo simulation model, which requires the input of subjective assumptions, including the expected volatility of the Company’s common stock, the dividend yield, interest rates and a correlation coefficient between the common stock and the relevant market index. The fair value of the awards which are conditional only on a recipient’s continued service to the Company is measured using the share price at the grant date adjusted for the present value of future distributions which employees will not receive during the vesting period.
Share-based compensation expense is recognized over the service period within selling, general and administrative costs or cost of sales in the consolidated income statement depending on the function of the employee, with an offsetting increase to equity.

F-7



New standards and amendments effective from January 1, 2017
The following new standards and amendments that are applicable from January 1, 2017 were adopted by the Group for the purpose of the preparation of the Interim Condensed Consolidated Financial Statements.
The Group adopted the amendments to IAS 12 - Income Taxes. The amendments clarify how to account for deferred tax assets related to debt instruments measured at fair value. Specifically, the amendments clarify the requirements on recognition of deferred tax assets for unrealized losses in order to address diversity in practice. There was no effect from the adoption of these amendments.

The Group adopted the amendments to IAS 7 - Statement of Cash Flows, which requires companies to provide information about changes in their financing liabilities. The amendments are aimed at improving disclosures so that users of financial statements are better able to understand the changes in a company’s debt, including changes from cash flows and non-cash changes. There was no effect from the adoption of these amendments.

New standards, amendments and interpretations not yet effective
The standards, amendments and interpretations issued by the International Accounting Standards Board (“IASB”) that will have mandatory application in 2018 or subsequent years are listed below:
In May 2014, the IASB issued IFRS 15 - Revenue from Contracts with Customers. The standard requires a company to recognize revenue upon transfer of control of goods or services to a customer at an amount that reflects the consideration it expects to receive. This new revenue recognition model defines a five step process to achieve this objective. The updated guidance also requires additional disclosures about the nature, amount, timing and uncertainty of revenue and cash flows arising from customer contracts. In April 2016, the IASB issued amendments to the standard which do not change the underlying principles of the standard, but clarify how those principles should be applied. The amendments clarify how to identify a performance obligation in a contract, determine whether a company is a principal or an agent and determine whether the revenue from granting a license should be recognized at a point in time or over time. The amendments also provide two additional reliefs to reduce cost and complexity. The standard and amendments are effective for annual periods beginning on or after January 1, 2018, with earlier adoption permitted. The Group is currently quantifying the impact of adoption, however based on currently available information, the Group does not expect a material impact from the adoption of this standard and related amendments.
In July 2014 the IASB issued IFRS 9 - Financial Instruments. The improvements introduced by the new standard includes a logical approach for classification and measurement of financial instruments driven by cash flow characteristics and the business model in which an asset is held, a single “expected loss” impairment model for financial assets and a substantially reformed approach for hedge accounting. The standard is effective, retrospectively with limited exceptions, for annual periods beginning on or after January 1, 2018 with earlier application permitted. The Group is currently evaluating the method of implementation and impact of adoption.

In January 2016, the IASB issued IFRS 16 - Leases which sets out the principles for the recognition, measurement, presentation and disclosure of leases for both parties to a contract and replaces the previous leases standard, IAS 17 - Leases. IFRS 16, which is not applicable to service contracts, but only applicable to leases or lease components of a contract, defines a lease as a contract that conveys to the customer (lessee) the right to use an asset for a period of time in exchange for consideration. IFRS 16 eliminates the classification of leases for the lessee as either operating leases or finance leases as required by IAS 17 and, instead, introduces a single lessee accounting model whereby a lessee is required to recognize assets and liabilities for all leases with a term that is greater than 12 months, unless the underlying asset is of low value, and to recognize depreciation of leases assets separately from interest on lease liabilities in the income statement. As IFRS 16 substantially carries forward the lessor accounting requirements in IAS 17, a lessor will continue to classify its leases as operating leases or finance leases and to account for those two types of leases differently. IFRS 16 is effective from January 1, 2019 with early adoption allowed only if IFRS 15 - Revenue from Contracts with Customers is also applied. The Group is currently evaluating the method of implementation and impact of adoption.

In June 2016, the IASB issued amendments to IFRS 2 - Share-Based Payment, which provide requirements on the accounting for (i) the effects of vesting and non-vesting conditions on the measurement of cash-settled share-based payments; (ii) share-based payment transactions with a net settlement feature for withholding tax obligations; and (iii) a modification to the terms and conditions of a share-based payment that changes the classification of the transaction from cash-settled to equity-

F-8



settled. The amendments are effective for annual periods beginning on or after January 1, 2018, with early application is permitted. The Group is currently evaluating the method of implementation and impact.

In December 2016, the IASB issued Annual Improvements to IFRSs 2014 - 2016 Cycle, which has amendments to three Standards: IFRS 12 - Disclosure of Interests in Other Entities (effective date of January 1, 2017), IFRS 1- First-time Adoption of International Financial Reporting Standards (effective date of January 1, 2018) and IAS 28 - Investments in Associates and Joint Ventures (effective date of January 1, 2018). The amendments clarify, correct or remove redundant wording in the related IFRS Standard and are not expected to have a material impact upon adoption.
In December 2016, the IASB issued IFRIC Interpretation 22 - Foreign Currency Transactions and Advance Consideration which addresses the exchange rate to use in transactions that involve advance consideration paid or received in a foreign currency. The interpretation is effective January 1, 2018. The Group is currently evaluating the method of implementation and impact of adoption.
Scope of consolidation

There were no changes to the scope of consolidation during the three months ended March 31, 2017.

On December 30, 2016, a new fully owned subsidiary, Ferrari (HK) Limited, was incorporated in Hong Kong following the Group’s decision to directly manage the importation of Ferrari cars in Hong Kong.

    On November 17, 2016 the Group constituted Ferrari Auto Securitization Transaction - Select, LLC to perform a securitization program in the United States. Ferrari Auto Securitization Transaction - Select, LLC was not operating until December 2016.

On November 7, 2016, Ferrari and FCA Bank finalized an agreement to provide financial services in Europe, under which FCA Bank acquired a majority stake in FFS GmbH from Ferrari for a purchase price of €18,595 thousand, which was received upon sale. In addition to the purchase price, as a result of the funding of FFS GmbH being directly provided by FCA Bank, which is the consolidating entity of FFS GmbH following the transaction, the Group also received cash of €431,958 thousand. Upon completion of the transaction, FFS GmbH was deconsolidated and the 49.9 percent interest in FFS GmbH retained by Ferrari is accounted for using the equity method.

On July 21, 2016 and August 4, 2016 the Group constituted, respectively, Ferrari Financial Services Titling Trust (“FFS Titling Trust”) and Ferrari Auto Securitization Transaction Lease, LLC (“FAST Lease, LLC”) to perform securitization programs in the United States. Both FFS Titling Trust and FAST Lease, LLC were not operating until October 2016.

On April 30, 2016, the liquidation process of Ferrari Financial Services KK (“FFS KK”), which commenced in February 2016, was completed. The liquidation follows the disposal of the financial services portfolio in Japan in November 2015. As a result of the liquidation, FFS KK is no longer included in the scope of consolidation.

On January 19, 2016, Ferrari Financial Services Inc. (“FFS Inc”) performed its first securitization program of retail financial receivables in the United States. The program was executed through Ferrari Auto Securitization Transaction LLC (“FAST”), a special purpose vehicle formed for the purpose of the securitization. Based on the technical analysis performed, FFS Inc has control over FAST through contractual terms that allow it to direct the relevant activities of FAST’s business. Therefore, starting from such date, FAST is included in the scope of consolidation of the Group.

4. FINANCIAL RISK FACTORS
    
The Group is exposed to various operational financial risks, including credit risk, liquidity risk and financial market risk (relating mainly to foreign currency exchange rates and interest rates). The Interim Condensed Consolidated Financial Statements do not include all the information and notes on financial risk management required in the preparation of the annual consolidated financial statements. For a detailed description of this information for the Group, reference should be made to Note 30 of the Consolidated Financial Statements at and for the year ended December 31, 2016.


F-9



5. OTHER INFORMATION
The principal foreign currency exchange rates used to translate other currencies into Euro were as follows:

2017
 
2016

Average for the three months ended March 31,
 
At March 31,
 
Average for the three months ended March 31,
 
At March 31,
 
At December 31,
U.S. Dollar
1.0648

 
1.0691

 
1.1022

 
1.1385

 
1.0541

Pound Sterling
0.8601

 
0.8555

 
0.7707

 
0.7916

 
0.8562

Swiss Franc
1.0694

 
1.0696

 
1.0959

 
1.0931

 
1.0739

Japanese Yen
121.0138

 
119.5500

 
126.9721

 
127.9000

 
123.4000

Chinese Yuan
7.3353

 
7.3642

 
7.2110

 
7.3514

 
7.3202

Australian Dollar
1.4056

 
1.3982

 
1.5286

 
1.4807

 
1.4596

Canadian Dollar
1.4101

 
1.4265

 
1.5144

 
1.4738

 
1.4188

Singapore Dollar
1.5080

 
1.4940

 
1.5643

 
1.5304

 
1.5234

Hong Kong Dollar
8.2641

 
8.3074

 
8.5697

 
8.8282

 
8.1751


6. NET REVENUES
Net revenues are as follows:
 
For the three months ended March 31,
 
2017
 
2016
 
(€ thousand)
Revenues from:
 
 
 
Cars and spare parts
581,237

 
480,969

Engines
103,826

 
57,268

Sponsorship, commercial and brand
122,615

 
118,107

Other
12,922

 
19,109

Total net revenues
820,600

 
675,453

Other primarily includes interest income generated by financial services activities and net revenues from the management of the Mugello racetrack.

7. COST OF SALES
Cost of sales for the three months ended March 31, 2017 and 2016 amounted to €397,693 thousand and €332,997 thousand, respectively, comprising mainly of expenses incurred in the manufacturing and distribution of cars and spare parts, including the engines sold to Maserati and rented to other Formula 1 racing teams, of which cost of materials, components and labor costs are the most significant elements. The remaining costs principally include depreciation, amortization, insurance and transportation costs. Cost of sales also includes warranty and product-related costs, which are estimated and recorded at the time of shipment of the car.
Interest and other financial expenses from financial services companies included within cost of sales for the three months ended March 31, 2017 and 2016 amounted to €4,560 thousand and €4,194 thousand, respectively.


F-10



8. SELLING, GENERAL AND ADMINISTRATIVE COSTS

General and administrative costs for the three months ended March 31, 2017 and 2016 amounted to €41,690 thousand and €33,604 thousand, respectively, consisting mainly of administrative expenses and other general expenses that are not directly attributable to sales, manufacturing or research and development functions.

Selling costs for the three months ended March 31, 2017 and 2016 amounted to €30,887 thousand and €26,819 thousand, respectively, comprising mainly marketing and sales personnel costs. Marketing and events expenses consist primarily of costs in connection with trade and auto shows, media and customer events for the launch of new models and sponsorship and indirect marketing costs incurred through the Formula 1 racing team, Scuderia Ferrari.

9. RESEARCH AND DEVELOPMENT COSTS
Research and development costs are as follows:
 
For the three months ended March 31,
 
2017
 
2016
 
(€ thousand)
Research and development costs expensed during the period
145,854

 
134,942

Amortization of capitalized development costs
26,309

 
23,252

Total research and development costs
172,163

 
158,194

The main component of research and development costs expensed during the period related to the research and development activities performed for the Formula 1 racing car and in particular to initiatives to maximize the performance, efficiency and aerodynamics of the car, as well as research and development expenses to support the innovation of our product range and components, in particular, in relation to hybrid technology and the amortization of capitalized development costs.
In 2016, the U.S. National Highway Traffic Safety Administration (“NHTSA”) published new Visual-Manual Driver Distraction Phase II draft guidelines. These guidelines focus, among other things, on the need to modify the design of car devices and other driver interfaces to minimize driver distraction. The Group is evaluating these new guidelines and their potential impact on the Group's results of operations and financial position and determining what steps and/or countermeasures, if any, the Group will need to make.

10. OTHER EXPENSES, NET
Other expenses, net for the three months ended March 31, 2017 include other expenses of €3,570 thousand (€4,912 thousand for the three months ended March 31, 2016 ) mainly related to provisions and indirect taxes, partially offset by other income of €1,940 thousand (€2,322 thousand for for the three months ended March 31, 2016) mainly related to rental income, gains on disposal of property, plant and equipment and other miscellaneous income.

11. RESULT FROM INVESTMENTS
Result from investments of €602 thousand for the three months ended March 31, 2017 relates to the Group's proportionate share of FFS GmbH's net profit. The Group sold a majority stake in FFS GmbH to FCA Bank on November 7, 2016. See Note 17 for additional details.


F-11



12. NET FINANCIAL EXPENSES
 
For the three months ended March 31,
 
2017
 
2016
 
(€ thousand)
Financial income
 
 
 
Related to:
 
 
 
Industrial companies (A)
10,769

 
416

Financial services companies (reported within net revenues)
9,211

 
15,219

 
 
 
 
Financial expenses and expenses from derivative financial instruments and foreign currency exchange rate differences
 
 
 
Related to:
 
 
 
Industrial companies (B)
(14,307
)
 
(9,371
)
Financial services companies (reported within cost of sales)
(4,560
)
 
(4,194
)
 
 
 
 
Net financial expenses relating to industrial companies (A - B)
(3,538
)
 
(8,955
)
Net financial expenses for the three months ended March 31, 2017 primarily include interest expenses on debt incurred, directly or indirectly, as a result of the Restructuring, and in particular interest expenses relating to the Term Loan, and for the three months ended March 31, 2016, the Bridge Loan which was fully repaid in March 2016, as well as interest expenses on other bank borrowings and the bond issued in March 2016. See Note 24 “Debt”. Net financial expenses also included foreign currency exchange rate differences and expenses from derivative financial instruments.

The decrease in net financial expenses was primarily attributable to financial income of €2,638 thousand recognized for the three months ended March 31, 2017 related to the Delta Topco option and a gain of €1,754 thousand on the fair value measurement of the Series C Liberty Formula One shares (“Liberty Shares”) at March 31, 2017. See Note 17 “Investments and other financial assets”.

13. INCOME TAX EXPENSE
Income tax expense is as follows:
 
 
For the three months ended March 31,
 
 
2017
 
2016
 
(€ thousand)
Current tax expense
 
68,567

 
38,806

Deferred tax income
 
(18,964
)
 
(4,054
)
Taxes relating to prior periods
 
(208
)
 
(53
)
Total income tax expense
 
49,395

 
34,699

Income tax expense amounted to €49,395 thousand for the three months ended March 31, 2017 compared to €34,699 thousand for the three months ended March 31, 2016, primarily attributable to an increase in profit before taxes, partially offset by the combined effects of a reduction in the corporate income tax rate from 27.5 percent to 24.0 percent, effective from 2017, and additional deductions related to eligible research and development costs and on depreciation of fixed assets, in accordance with changes in tax regulations in Italy.

Income tax expense has been calculated based on the tax rate expected for the full financial year. The effective tax rate (net of IRAP) used for the three months ended March 31, 2017 is 23.7 percent compared to 26.1 percent for the three months ended March 31, 2016.


F-12



IRAP (current and deferred) for the three months ended March 31, 2017 and 2016 amounted to €8,258 thousand and €5,337 thousand, respectively. IRAP is only applicable to Italian entities and is calculated on a measure of income defined by the Italian Civil Code as the difference between operating revenues and costs, before financial income and expense, and in particular before the cost of fixed-term employees, credit losses and any interest included in lease payments. IRAP is calculated using financial information prepared under Italian accounting standards. IRAP is applied on the tax base at 3.9 percent for the three months ended March 31, 2017 and 2016, respectively.

Deferred tax assets and liabilities of the individual consolidated companies are offset within the interim consolidated statement of financial position where these may be offset.

The increase in net deferred tax assets from December 31, 2016 to March 31, 2017 was primarily due to the tax impact on temporary non-deductible depreciation and provisions.

14. EARNINGS PER SHARE
Basic earnings per share    
Basic earnings per share is calculated by dividing the profit attributable to equity holders of Ferrari by the weighted average number of common shares in issue. The following table provides the amounts used in the calculation of basic earnings per share for the periods presented:
 
 
 
For the three months ended March 31,
 
 
 
2017
 
2016
Profit attributable to owners of the Company
€ thousand
 
123,666

 
77,337

Weighted average number of common shares
thousand
 
188,948

 
188,923

Basic earnings per common share
 
0.65

 
0.41

    
Diluted earnings per share
For the three months ended March 31, 2016 there were no potentially dilutive instruments. For the three months ended March 31, 2017 the weighted average number of shares for diluted earnings per share was increased to take into consideration the theoretical effect of (i) the potential common shares that would be issued under the equity incentive plan and (ii) the potential common shares that would be issued for the Non-Executive Directors' compensation agreement. See Note 22 for additional details on the equity incentive plan. The following table provides the amounts used in the calculation of diluted earnings per share for the three months ended March 31, 2017 and 2016:
 
 
 
For the three months ended March 31,
 
 
 
2017
 
2016
Profit attributable to owners of the Company
€ thousand
 
123,666

 
77,337

Weighted average number of common shares for diluted earnings per common share
thousand
 
189,758

 
188,923

Diluted earnings per common share
 
0.65

 
0.41



F-13




15. INTANGIBLE ASSETS
 
Balance at December 31,
2016
 
Additions
 
Disposals
 
Amortization
 
Translation
differences
 
Balance at March 31,
2017
 
(€ thousand)
Intangible assets
354,394

 
32,136

 

 
(29,768
)
 
7

 
356,769

Additions of €32,136 thousand for the three months ended March 31, 2017, primarily related to externally acquired and internally generated development costs for new models and existing models.
16. PROPERTY, PLANT AND EQUIPMENT
 
Balance at December 31,
2016
 
Additions
 
Disposals
 
Depreciation
 
Translation differences
 
Balance at March 31,
2017
 
(€ thousand)
Property, plant and equipment
669,283

 
40,523

 
(10
)
 
(34,990
)
 
(29
)
 
674,777

Additions of €40,523 thousand for the three months ended March 31, 2017 were mainly comprised of additions to plant, machinery and equipment, advances and assets under construction.
    
At March 31, 2017, the Group had contractual commitments for the purchase of property, plant and equipment amounting to €39,503 thousand (€49,614 thousand at December 31, 2016).

17. INVESTMENTS AND OTHER FINANCIAL ASSETS
The composition of investments and other financial assets is as follows:
 
At March 31,
2017
 
At December 31,
2016
 
(€ thousand)
Investments accounted for using the equity method
21,550

 
20,948

Delta Topco option

 
11,967

Other securities and financial assets
6,524

 
1,020

Total investments and other financial assets
28,074

 
33,935


Investments accounted for using the equity method
Investments accounted for using the equity method relates to the Group's investment in FFS GmbH. In particular, on November 7, 2016, Ferrari and FCA Bank finalized an agreement to provide financial services in Europe, under which FCA Bank acquired a majority stake in FFS GmbH from Ferrari for a purchase price of €18,595 thousand, which was received upon sale. In addition to the purchase price, as a result of the funding of FFS GmbH being directly provided by FCA Bank, which is the consolidating entity of FFS GmbH following the transaction, the Group also received cash of €431,958 thousand.
Upon completion of the transaction, FFS GmbH was deconsolidated and the 49.9 percent interest in FFS GmbH retained by Ferrari is accounted for using the equity method.
    

F-14



Changes in the investments accounted for using the equity method during the period were as follows:    
 
(€ thousand)
Balance at January 1, 2017
20,948

Proportionate share of net profit for the period from January 1, 2017 to March 31, 2017
602

Balance at March 31, 2017
21,550

Delta Topco option
The Group was granted an option to purchase a fixed number of shares in Delta Topco for a fixed price on the occurrence of certain events. Delta Topco was a company belonging to the Formula 1 Group (the group responsible for the promotion of the Formula 1 World Championship).
The Group exercised the Delta Topco option as a result of the sale of Delta Topco to Liberty Media Corporation, which was completed on January 23, 2017. On February 22, 2017, the Group received (i) €10,878 thousand in cash (including €2,571 thousand of previously undistributed dividends), (ii) approximately 145 thousand Liberty Shares, which were initially recognized at cost of €2,887 thousand (based on the original underlying agreement), and (iii) €851 thousand of Liberty Media exchangeable notes in relation to the Delta Topco option.     
Other securities and financial assets
Other securities and financial assets primarily include the Liberty Shares and Liberty Media exchangeable notes obtained as a result of exercising the Delta Topco option. The Liberty Shares are measured at fair value which amounted to €4,641 thousand at March 31, 2017. The Liberty Media exchangeable notes are measured at amortized cost which amounted to €851 thousand at March 31, 2017.

18. INVENTORIES
 
At March 31,
2017
 
At December 31,
2016
 
(€ thousand)
Raw materials
97,694

 
95,594

Semi-finished goods
83,639

 
72,472

Finished goods
177,230

 
155,932

Total inventories
358,563

 
323,998

The amount of inventory writedowns recognized as an expense within cost of sales was €1,694 thousand and €1,234 thousand for the three months ended March 31, 2017 and 2016, respectively.

19. CURRENT RECEIVABLES AND OTHER CURRENT ASSETS
    
 
At March 31,
2017
 
At December 31,
2016
 
(€ thousand)
Trade receivables
277,787

 
243,977

Receivables from financing activities
776,020

 
790,377

Current tax receivables
3,805

 
1,312

Other current assets
81,304

 
53,729

Total
1,138,916

 
1,089,395



F-15



Receivables from financing activities
Receivables from financing activities are as follows:
 
At March 31,
2017
 
At December 31,
2016
 
(€ thousand)
Client financing
745,564

 
758,679

Dealer financing
30,456

 
31,698

Total
776,020

 
790,377


20. CURRENT FINANCIAL ASSETS AND OTHER FINANCIAL LIABILITIES

At March 31,
2017
 
At December 31,
2016

(€ thousand)
Financial derivatives
4,441

 
10,388

Other financial assets
5,146

 
5,888

Current financial assets
9,587

 
16,276

    
Current financial assets and other financial liabilities mainly relate to foreign exchange derivatives. The following table provides the analysis of derivative assets and liabilities at March 31, 2017 and December 31, 2016.

 
At March 31, 2017
 
At December 31, 2016
 
Positive fair value
 
Negative fair value
 
Positive fair value
 
Negative fair value
 
(€ thousand)
Cash flow hedge:
 
 
 
 
 
 
 
Foreign currency forwards
3,944

 
(20,984
)
 
8,160

 
(39,580
)
Total cash flow hedges
3,944

 
(20,984
)
 
8,160

 
(39,580
)
Other foreign exchange derivatives

 
(2,457
)
 
1,548

 
(58
)
Interest rate caps
497

 

 
680

 

Financial derivatives
4,441

 
(23,441
)
 
10,388

 
(39,638
)
Other foreign exchange derivatives relate to foreign currency forwards which do not meet the requirements to be recognized as cash flow hedges. Interest rate caps relate to derivative instruments we are required to enter into as part of certain of our securitization agreements.

F-16



21. EQUITY
Share capital
Following the Separation and at March 31, 2017 the fully paid up share capital of the Company was €2,504 thousand, consisting of 193,923,499 common shares and 56,497,618 special voting shares, all with a nominal value of €0.01. At March 31, 2017, the Company held 4,975,582 common shares and 2,930 special voting shares in treasury, while at December 31, 2016 the Company held 5,000,000 common shares and 2,930 special voting shares. The decrease in common shares held in treasury reflects the granting of shares to Non-Executive Directors as part of their directors compensation.
The loyalty voting structure

The purpose of the loyalty voting structure is to reward ownership of the Company's common shares and to promote stability of the Company's shareholder base by granting long-term shareholders of the Company with special voting shares. Following the Separation, Exor N.V. (“Exor”) and Piero Ferrari participate in the Company's loyalty voting program and, therefore, effectively hold two votes for each of the common shares they hold. Investors who purchased common shares in the initial public offering may elect to participate in the loyalty voting program by registering their common shares in the loyalty share register and holding them for three years. The loyalty voting program will be effected by means of the issue of special voting shares to eligible holders of common shares. Each special voting share entitles the holder to exercise one vote at the Company’s shareholders meeting. Only a minimal dividend accrues to the special voting shares allocated to a separate special dividend reserve, and the special voting shares do not carry any entitlement to any other reserve of the Group. The special voting shares have only immaterial economic entitlements and, as a result, do not impact the Company’s earnings per share calculation.
    
Retained earnings and other reserves
Retained earnings and other reserves includes the share premium reserve of €5,888,529 thousand at March 31, 2017 (€5,888,529 thousand at December 31, 2016). The share premium reserve originated from the issuance of common shares pursuant to the Restructuring and from a share premium contribution of €1,162 thousand made by FCA in 2015 and received in 2016. Such reserve was subsequently reduced in 2016 for a cash distribution to shareholders.
At March 31, 2017, the Company has recognized a cumulative amount of €17,612 thousand as an increase to other reserves for the PSU awards and RSU awards under the Group's equity incentive plan. See Note 22.

Equity-settled Non-Executive Directors’ compensation amounted to €347 thousand for the three months ended March 31, 2017 and was recognized as an increase to other reserves.

Other comprehensive income

The following table presents other comprehensive income:
 
 
For the three months ended March 31,
 
 
2017
 
2016
 
 
 
Gains on cash flow hedging instruments arising during the period
 
4,543

 
27,135

Gains on cash flow hedging instruments reclassified to the consolidated income statement
 
9,089

 
33,271

Gains on cash flow hedging instruments
 
13,632

 
60,406

Exchange differences on translating foreign operations arising during the period
 
(827
)
 
(5,178
)
Total items that may be reclassified to the consolidated income statement in subsequent periods
 
12,805

 
55,228

Total other comprehensive income
 
12,805

 
55,228

Related tax impact
 
(3,803
)
 
(18,951
)
Total other comprehensive income, net of tax
 
9,002

 
36,277


F-17



Gains on cash flow hedging instruments arising during the three months ended March 31, 2017 and 2016 relate to changes in the fair value of derivative financial instruments used for cash flow hedging purposes.
The tax effect relating to other comprehensive income/(loss) are as follows:
 
For the three months ended March 31,
 
2017
 
2016
 
Pre-tax
balance
 
Tax
income/(expense)
 
Net
balance
 
Pre-tax
balance
 
Tax
income/(expense)
 
Net
balance
 
(€ thousand)
Gains/(losses) on cash flow hedging instruments
13,632

 
(3,803
)
 
9,829

 
60,406

 
(18,951
)
 
41,455

Exchange (losses)/gains on translating foreign operations
(827
)
 

 
(827
)
 
(5,178
)
 

 
(5,178
)
Total other comprehensive income/(loss)
12,805

 
(3,803
)
 
9,002

 
55,228

 
(18,951
)
 
36,277


22. SHARE-BASED COMPENSATION
Following the approval of the equity incentive plan by the Board of Directors on March 1, 2017, on April 14, 2017 the Shareholders approved an award to the Chief Executive Officer under the Company’s equity incentive plan, which is applicable to all Group Executive Council (“GEC”) members and key leaders of the Company. Under the Company’s equity incentive plan, a total number of approximately 687 thousand performance share units (“PSUs”) and a total number of approximately 119 thousand restricted share units (“RSUs”) have been awarded. The grants of the PSUs and the RSUs, which each represent the right to receive one common share of the Company, cover a five-year performance period from 2016 to 2020, consistent with the Company’s strategic horizon.
At March 31, 2017, the Company has recognized a cumulative amount of €17,612 thousand as an increase to other reserves in equity for the PSU awards and RSU awards and had unrecognized compensation expense of approximately €36,618 thousand. This expense will be recognized over the remaining vesting period until 2020.
Performance Share Units
The Company awarded members of the GEC and key leaders a total target of approximately 237 thousand PSUs and 450 thousand PSUs to its Chief Executive Officer. The PSUs vest in three equal tranches in March 2019, 2020 and 2021, subject to the achievement of a market performance condition related to Total Shareholder Return (“TSR”). The interim partial vesting periods are independent of one another and any under-achievement in one period can be offset by over-achievement in subsequent periods. The target amount of PSUs vests as follows based on the Company’s TSR ranking compared to an industry specific peer group of eight, including the Company, (“Peer Group”):
Ferrari TSR Ranking
% of Target Awards that Vest
 
CEO
GEC and Key Leaders
1
150%
150%
2
120%
120%
3
100%
100%
4
75%
5
50%
The defined Peer Group is as follows:
Hermes
Burberry
Bruno Cucinelli
Ferragamo
LVMH
Moncler
Richemont
 
 

F-18



The total number of shares that will eventually be issued upon vesting of the PSUs may vary from the original award of 687 thousand, depending on the level of TSR performance achieved compared to the Peer Group. None of the PSU awards were forfeited and none of the outstanding PSUs had vested at March 31, 2017.
The performance period for the PSUs commenced on January 1, 2016. The fair value of the awards used for accounting purposes was measured at the grant date using a Monte Carlo Simulation model. The range of the fair value of the PSUs that were awarded is €59.36-€72.06 per share. The key assumptions utilized to calculate the grant-date fair values for these awards are summarized below:
Key assumptions
 
Grant date share price
€66.85
Expected volatility
17.4
%
Dividend yield
1.2
%
Risk-free rate
0%


The expected volatility was based on the observed volatility of the Peer Group. The risk-free rate was based on the iBoxx sovereign Eurozone yield.
Retention Restricted Share Units
The Company awarded members of the GEC and key leaders a total of approximately 119 thousand RSUs. The Chief Executive Officer has not received any RSUs. The RSU awards granted to GEC members and key leaders are conditional on a recipient’s continued service to the Company, as described below. The RSUs, each of which represents the right to receive one common share of the Company, will vest in three equal tranches in March 2019, 2020 and 2021, subject to continued employment with the Company at the time of vesting. None of the RSU awards were forfeited and none of the RSU awards had vested at March 31, 2017.
The performance period for the RSUs commenced on January 1, 2016. The fair value of the awards was measured using the share price at the grant date adjusted for the present value of future distributions which employees will not receive during the vesting period. The range of the fair value of the RSUs awarded is €63.00-€64.64 per share.


23. PROVISIONS
The Group’s provisions are as follows:
 
At March 31,
2017
 
At December 31,
2016
 
(€ thousand)
Warranty and recall campaigns provision
126,058

 
122,411

Legal proceedings and disputes
45,779

 
45,336

Other risks
36,981

 
47,480

Total provisions
208,818

 
215,227

The provision for other risks are related to disputes and matters which are not subject to legal proceedings, including contract related disputes with suppliers, employees and other parties.

F-19



Movements in provisions are as follows:
 
Balance at
December 31, 2016
 
Additional provisions
 
Utilization
 
Translation differences
 
Balance at March 31, 2017
 
(€ thousand)
Warranty and recall campaigns provision
122,411

 
8,292

 
(4,620
)
 
(25
)
 
126,058

Legal proceedings and disputes
45,336

 
841

 
(448
)
 
50

 
45,779

Other risks
47,480

 
803

 
(11,138
)
 
(164
)
 
36,981

Total provisions
215,227

 
9,936

 
(16,206
)
 
(139
)
 
208,818

Utilization of the provision for other risks includes the reversal of a provision relating to a dispute with a distributor.
24. DEBT

Balance at December 31,
2016
 
 Proceeds from borrowings
 
Repayments of borrowings
 
Interest accrued/(paid) and other
 
Translation differences
 
Balance at March 31,
2017

(€ thousand)
Borrowings from banks
836,886

 
9,391

 
(82
)
 
408

 
(1,343
)
 
845,260

Bond
497,614

 

 

 
(5,309
)
 

 
492,305

Securitization
485,670

 
47,082

 
(19,313
)
 
89

 
(6,925
)
 
506,603

Other debt
27,871

 
10,078

 
(11,869
)
 

 
(124
)
 
25,956

Total debt
1,848,041

 
66,551

 
(31,264
)
 
(4,812
)
 
(8,392
)
 
1,870,124

Borrowings from banks
The Group’s borrowings from banks are as follows:

At March 31,
2017
 
At December 31,
2016

(€ thousand)
Term Loan
799,719

 
800,434

Other borrowings from banks
45,541

 
36,452

Total
845,260

 
836,886


The Facility
On November 30, 2015, the Company, as borrower and guarantor, and certain other members of the Group, as borrowers, entered into a €2.5 billion facility with a syndicate of ten banks (the “Facility”). The Facility comprises a bridge loan of €500 million (the “Bridge Loan”), a term loan of €1,500 million (the “Term Loan”) and a revolving credit facility of €500 million (the “RCF”).

In December 2015 the Bridge Loan and Term Loan were fully drawn down for the purposes of repaying financial liabilities with FCA, including the FCA Note that originated as a result of the Restructuring. At December 31, 2015, the Bridge Loan was fully drawn down by the Company, whilst €1,425 million of the Term Loan was drawn down by the Company and the remaining €75 million was drawn down by FFS Inc.

In March 2016, the Bridge Loan was subsequently fully repaid, primarily using the proceeds from the bond (see “Bond” below).


F-20



The Company made voluntary prepayments of €600 million on the Term Loan, paying €300 million in September 2016 and €300 million in December 2016. Also in December 2016, the Company and FFS Inc. made mandatory scheduled payments of €92 million and $9 million, respectively.

At March 31, 2017 and December 31, 2016 the RCF was undrawn. Proceeds of the RCF may be used from time to time for general corporate and working capital purposes of the Group.

Other borrowings from banks

Other borrowings from banks mainly relate to financial liabilities of FFS Inc to support the financial services operations, and in particular €32,916 thousand (€23,745 thousand at December 31, 2016) relating to a $100 million U.S. Dollar denominated credit facility that was entered into on November 17, 2015, the proceeds of which were fully drawn down in 2015 and used to repay financial liabilities with FCA in the United States. The credit facility was renewed in December 2016 for an additional 12 months. Other borrowings from banks also includes €12,625 thousand at March 31, 2017 (€12,707 thousand at December 31, 2016) relating to various short and medium term credit facilities.

Bond

On March 16, 2016, the Company issued 1.5 percent coupon notes due March 2023, having a principal of €500 million. The bond was issued at a discount for an issue price of 98.977 percent, resulting in net proceeds of €490,729 thousand after the debt discount and issuance costs. The net proceeds together with additional cash held by the Company, were used to fully repay the €500,000 thousand Bridge Loan under the Facility. The bond is unrated and was admitted to trading on the regulated market of the Irish Stock Exchange. The amount outstanding at March 31, 2017 includes accrued interest of €313 thousand (€5,938 thousand at December 31, 2016).

Securitizations

In 2016 FFS Inc pursued a strategy of self-financing, further reducing dependency on intercompany funding and increasing the portion of self-liquidating debt with various securitization transactions.
On January 19, 2016, FFS Inc performed a revolving securitization program for funding of up to $250 million by pledging retail financial receivables in the United States as collateral. On December 16th, 2016, the funding limit of the program was increased to US$275 million. The notes bear interest at a rate per annum equal to the aggregate of LIBOR plus a margin of 70 basis points. Proceeds from the first sale of financial receivables were $242 million and were primarily used to repay intercompany loans. The securitization agreement requires the maintenance of an interest rate cap.

On October 20, 2016, FFS Inc performed a revolving securitization program for funding of up to $200 million by pledging leasing financial receivables in the United States as collateral. The notes bear interest at a rate per annum equal to the aggregate of LIBOR plus a margin of 70 basis points. Proceeds from the first sale of financial receivables were $175 million and were primarily used to repay the $150 million U.S. Dollar denominated credit facility. The securitization agreement requires the maintenance of an interest rate cap.

Finally, on December 28, 2016, FFS Inc performed a revolving securitization program for funding of up to $120 million by pledging credit lines to Ferrari customers secured by personal vehicle collections and personal guarantees in the United States as collateral. The notes bear interest at a rate per annum equal to the aggregate of LIBOR plus a margin of 150 basis points. Proceeds from the first sale of financial receivables were $64 million and were primarily used to partially repay the $100 million U.S. Dollar denominated credit facility. The securitization agreement does not require an interest rate cap.

Cash collected from the settlement of receivables or lines of credit pledged as collateral is subject to certain restrictions regarding its use and is principally applied to repay principal and interest of the funding. Such cash amounted to €30,612 thousand at March 31, 2017 (€19,411 thousand at December 31, 2016).
Other debt

Other debt mainly relates to Ferrari S.p.A. for the financing of investments in research and development.


F-21



25. OTHER LIABILITIES
An analysis of other liabilities is as follows:
 
At March 31,
2017
 
At December 31,
2016
 
(€ thousand)
Deferred income
357,044

 
273,069

Advances and security deposits
136,077

 
229,975

Accrued expenses
62,612

 
61,403

Payables to personnel
23,875

 
36,843

Social security payables
13,374

 
18,559

Other
43,351

 
36,426

Total other liabilities
636,333

 
656,275

Deferred income primarily includes amounts received under the scheduled maintenance program of €160,570 thousand at March 31, 2017 and €155,121 thousand at December 31, 2016, which are deferred and recognized as net revenues over the length of the maintenance program. Deferred income also includes amounts collected under various other agreements, which are dependent upon the future performance of a service or other act of the Group.
Advances and security deposits at March 31, 2017 and at December 31, 2016 primarily include advances received from clients for the purchase of special series, limited edition and supercars. Upon shipment of such cars, the advances are recognized as revenue. The decrease primarily relates to shipments of the LaFerrari Aperta.

26. TRADE PAYABLES
Trade payables of €631,769 thousand at March 31, 2017 (€614,888 thousand at December 31, 2016) are entirely due within one year. The carrying amount of trade payables is considered to be equivalent to their fair value.

F-22



27. FAIR VALUE MEASUREMENT
IFRS 13 establishes a three level hierarchy for the inputs to the valuation techniques used to measure fair value by giving the highest priority to quoted prices (unadjusted) in active markets for identical assets and liabilities (level 1 inputs) and the lowest priority to unobservable inputs (level 3 inputs). In some cases, the inputs used to measure the fair value of an asset or a liability might be categorized within different levels of the fair value hierarchy. In those cases, the fair value measurement is categorized in its entirety in the same level of the fair value hierarchy at the lowest level input that is significant to the entire measurement.

Levels used in the hierarchy are as follows:

Level 1 inputs are quoted prices (unadjusted) in active markets for identical assets and liabilities that the Group can access at the measurement date.

Level 2 inputs are inputs other than quoted prices included within level 1 that are observable for the assets or liabilities, either directly or indirectly.

Level 3 inputs are unobservable inputs for the assets and liabilities.

Assets and liabilities that are measured at fair value on a recurring basis

The following table shows the fair value hierarchy for financial assets and liabilities that are measured at fair value on a recurring basis at March 31, 2017 and at December 31, 2016:
 
 
 
At March 31, 2017
 
Note
 
Level 1 
 
Level 2 
 
Level 3 
 
Total 
 
 
 
(€ thousand)
Cash and cash equivalents
 
 
569,327

 

 

 
569,327

Investments and other financial assets - Liberty Shares
17
 
4,641

 

 

 
4,641

Current financial assets
20
 

 
4,441

 

 
4,441

Total assets
 
 
573,968

 
4,441

 

 
578,409

Other financial liabilities
20
 

 
(23,441
)
 

 
(23,441
)
Total liabilities
 
 

 
(23,441
)
 

 
(23,441
)
 
 
 
At December 31, 2016
 
Note
 
Level 1 
 
Level 2 
 
Level 3 
 
Total 
 
 
 
(€ thousand)
Cash and cash equivalents
 
 
457,784

 

 

 
457,784

Investments and other financial assets - Delta Topco option
17
 

 
11,967

 

 
11,967

Current financial assets
20
 

 
10,388

 

 
10,388

Total assets
 
 
457,784

 
22,355

 

 
480,139

Other financial liabilities
20
 

 
39,638

 

 
39,638

Total liabilities
 
 

 
39,638

 

 
39,638

There were no transfers between fair value hierarchy levels for the periods presented.
In 2017, the Group exercised the Delta Topco option as a result of the sale of Delta Topco to Liberty Media Corporation, which was completed on January 23, 2017. Therefore the Delta Topco option was derecognized and the Group’s investment in the Liberty Shares and exchangeable notes were recognized. See Note 17.
The fair value of current financial assets and other financial liabilities relates to derivative financial instruments and is measured by taking into consideration market parameters at the balance sheet date, using valuation techniques widely accepted

F-23



in the financial business environment. In particular, the fair value of forward contracts, currency swaps and interest rate caps is determined by taking the prevailing foreign currency exchange rate and interest rates, as applicable, at the balance sheet date.
The par value of cash and cash equivalents usually approximates fair value due to the short maturity of these instruments, which consist primarily of bank current accounts.
Assets and liabilities not measured at fair value on a recurring basis
For financial instruments represented by short-term receivables and payables, for which the present value of future cash flows does not differ significantly from carrying value, the Group assumes that carrying value is a reasonable approximation of the fair value. In particular, the carrying amount of current receivables and other current assets and of trade payables and other liabilities approximates their fair value.
The following table represents carrying amount and fair value for the most relevant categories of financial assets and
liabilities not measured at fair value on a recurring basis:
 
 
 
At March 31, 2017
 
At December 31, 2016
 
Note 
 
Carrying amount
 
Fair
Value 
 
Carrying
amount 
 
Fair
Value 
 
 
 
(€ thousand)
Receivables from financing activities
19
 
776,020

 
776,020

 
790,377

 
790,377

Total assets
 
 
776,020

 
776,020

 
790,377

 
790,377

 
 
 
 
 
 
 
 
 
 
Debt
24
 
1,870,124

 
1,884,011

 
1,848,041

 
1,849,000

Total liabilities

 
1,870,124

 
1,884,011

 
1,848,041

 
1,849,000

28. RELATED PARTY TRANSACTIONS
Pursuant to IAS 24, the related parties of the Group are entities and individuals capable of exercising control, joint control or significant influence over the Group and its subsidiaries, companies belonging to the FCA Group and Exor Group, unconsolidated subsidiaries of the Group, associates and joint ventures. In addition, members of Ferrari Group Board of Directors, Board of Statutory Auditors and executives with strategic responsibilities and their families are also considered related parties.
The Group carries out transactions with related parties on commercial terms that are normal in the respective markets, considering the characteristics of the goods or services involved. Transactions carried out by the Group with these related parties are primarily of a commercial nature and, in particular, these transactions relate to:
Transactions with FCA Group companies
the sale of engines and car bodies to Maserati S.p.A. (“Maserati”) which is controlled by the FCA Group;
the purchase of engine components for the use in the production of Maserati engines from FCA US LLC, which is controlled by FCA Group;
the purchase of automotive lighting and automotive components from Magneti Marelli S.p.A., Automotive Lighting Italia S.p.A., Sistemi Sospensioni S.p.A. and Magneti Marelli Powertrain Slovakia s.r.o. (which form part of “Magneti Marelli”), which are controlled by the FCA Group;
transactions with other FCA Group companies, mainly relating to the services provided by FCA Group companies, including human resources, tax, customs and procurement of insurance coverage and sponsorship revenues for the display of FCA Group company logos on the Formula 1 cars;
the Group sold a portion of its trade and financial receivables to the FCA Bank Group, which is a joint venture between FCA Group and Credit Agricole. On derecognition of the asset, the difference between the carrying amount and the consideration received or receivable was recognized in cost of sales;

F-24



in November 2016, the Group finalized an agreement with FCA Bank to provide financial services in Europe. Under such agreement FCA Bank acquired from the Group a majority stake in FFS GmbH for a purchase price of €18,595 thousand, which the Group received upon sale. In addition to the purchase price, as a result of the funding of FFS GmbH being directly provided by FCA Bank, the Group also received cash of €431,958 thousand.
Prior to the Separation, the Group also had the following financial transactions with the FCA Group:

certain Ferrari financing companies obtained financing from FCA Group companies. Financial liabilities with FCA Group companies at December 31, 2015 related to the amounts owed under such facilities.

Ferrari Group companies participated in the FCA group-wide cash management system where the operating cash management, main funding operations and liquidity investment of the Group were centrally coordinated by dedicated treasury companies of the FCA Group. Deposits in FCA Group cash management pools represented the Group’s participation in such pools. Deposits with FCA Group earned EURIBOR or LIBOR +15bps.

Following the Separation, these arrangements were terminated and the Group manages its liquidity and treasury function
on a standalone basis.

Transactions with Exor Group companies

the Group incurs rental costs from Iveco Group companies related to the rental of trucks used by the Formula 1 racing team;

the Group earns sponsorship revenue from Iveco S.p.A.

Transactions with other related parties


the purchase of components for Formula 1 racing cars from COXA S.p.A., controlled by Piero Ferrari;

consultancy services provided by HPE S.r.l., controlled by Piero Ferrari;

sponsorship agreement relating to Formula 1 activities with Philip Morris International and Ferretti S.p.A.;

sale of cars to certain members of the Board of Directors of Ferrari S.p.A. and Exor.

In accordance with IAS 24, transactions with related parties also include compensation to Directors, the Audit Committee and managers with strategic responsibilities.


F-25



The amounts of transactions with related parties recognized in the consolidated income statement are as follows:
 
For the three months ended March 31,
 
2017
 
2016
 
Net
revenues 
 
(Income) / Cost (1)
 
Financial
income/
(expenses) 
 
Net
revenues 
 
(Income) / Cost (1)
 
Financial
income/
(expenses) 
 
(€ thousand)
FCA Group companies
 
 
 
 
 
 
 
 
 
 
 
Maserati
86,181

 
2,276

 

 
32,024

 
(209
)
 

FCA US LLC

 
15,928

 

 
2

 
3,962

 

Magneti Marelli
413

 
8,100

 

 
409

 
5,337

 

Other FCA Group companies
1,984

 
2,465

 
(272
)
 
1,228

 
(2,426
)
 
(105
)
Total FCA Group companies
88,578

 
28,769

 
(272
)
 
33,663

 
6,664

 
(105
)
 
 
 
 
 
 
 
 
 
 
 
 
Exor Group companies (excluding the FCA Group)
50

 
27

 

 
50

 
51

 

 
 
 
 
 
 
 
 
 
 
 
 
Other related parties
 
 
 
 
 
 
 
 
 
 
 
COXA S.p.A.
12

 
1,846

 

 
28

 
1,956

 

HPE S.r.l.

 
1,252

 

 

 
737

 

Other related parties
16

 

 

 
520

 

 

Total other related parties
28

 
3,098

 

 
548

 
2,693

 

Total transactions with related parties
88,656

 
31,894

 
(272
)
 
34,261

 
9,408

 
(105
)
Total for the Group
820,600

 
471,298

 
(3,538
)
 
675,453

 
396,010

 
(8,955
)
______________________________
(1)    Costs include cost of sales, selling, general and administrative costs and other expenses/(income) and results from investments.

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Non-financial assets and liabilities originating from related party transactions are as follows:
 
At March 31, 2017
 
At December 31, 2016
 
Trade receivables
 
Trade payables
 
Other current
assets
(1)
 
Other liabilities(2)
 
Trade receivables
 
Trade payables
 
Other current assets(1)
 
Other liabilities(2)
 
(€ thousand)
FCA Group companies
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Maserati
75,262

 
5,315

 

 
30,458

 
73,532

 
4,462

 

 
32,379

FCA US LLC
138

 
17,989

 

 

 
166

 
12,529

 

 

Magneti Marelli
3,281

 
6,646

 

 
625

 
1,739

 
6,702

 

 

Other FCA Group companies
862

 
3,017

 
1,459

 
10

 
257

 
3,291

 
1,439

 
12

Total FCA Group companies
79,543

 
32,967

 
1,459

 
31,093

 
75,694

 
26,984

 
1,439

 
32,391

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Exor Group companies (excluding the FCA Group)
278

 
49

 

 

 
235

 
41

 

 

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Other related parties
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
COXA S.p.A.
9

 
1,188

 

 

 
16

 
1,194

 

 

HPE S.r.l.

 
833

 

 

 

 
1,162

 

 

Other related parties
553

 
220

 
30

 

 
554

 
68

 

 
4

Total other related parties
562

 
2,241

 
30

 

 
570

 
2,424

 

 
4

Total transactions with related parties
80,383

 
35,257

 
1,489

 
31,093

 
76,499

 
29,449

 
1,439

 
32,395

Total for the Group
277,787

 
631,769

 
85,109

 
739,953

 
243,977

 
614,888

 
55,041

 
697,870

______________________________
(1)    Other current assets include other current assets and current tax receivables.
(2)    Other liabilities include other liabilities and current tax payables.

Financial assets and liabilities originating from related party transactions are as follows:

At March 31, 2017
 
At December 31, 2016

Current financial assets

 
Other FCA Group companies
610

 
861

Total transactions with related parties
610

 
861

Total for the Group
9,587

 
16,276




F-27



29. ENTITY-WIDE DISCLOSURES
The following table presents an analysis of net revenues by geographic location of the Group’s customers for the three months ended March 31, 2017 and 2016:
 
 
For the three months ended March 31,
 
 
2017
 
2016
 
(€ thousand)
Italy
 
122,452

 
46,527

Other EMEA
 
371,706

 
340,563

Americas (1)
 
172,222

 
161,424

China, Taiwan and Hong Kong
 
77,633

 
64,189

Rest of APAC (2)
 
76,587

 
62,750

Total net revenues
 
820,600

 
675,453

______________________________
(1)    Americas includes the United States of America, Canada, Mexico, the Caribbean and Central and South America.
(2)    Rest of APAC mainly includes Japan, Australia, Singapore, Indonesia and South Korea.
30. SUBSEQUENT EVENTS
The Group evaluated subsequent events through May 4, 2017, which is the date the Interim Condensed Consolidated Financial Statements were authorized for issuance, and identified the following matters:

On April 11, 2017 Ferrari Land opened its doors to the public. The first Ferrari theme park in Europe (and the second in the world after Ferrari World Abu Dhabi) occupies an area of 70,000 square meters within the PortAventura World resort (Barcelona, Spain).

On April 14, 2017, the Company announced that Ferrari’s Annual General Meeting of Shareholders held on the same
day (i) approved the 2016 Annual Accounts of the Company, (ii) amended the Remuneration Policy of the Board of Directors for, inter alia, a significantly lower annual remuneration of Non-Executive Directors to be paid only in cash; (iii) re-elected all current directors of Ferrari. Sergio Marchionne was re-elected as executive director of Ferrari. John Elkann, Piero Ferrari, Delphine Arnault, Louis C. Camilleri, Giuseppina Capaldo, Eduardo H. Cue, Sergio Duca, Lapo Elkann, Amedeo Felisa, Maria Patrizia Grieco, Adam Keswick and Elena Zambon were re-elected as non-executive directors of Ferrari; (iv) delegated to the Board of Directors authority to purchase common shares of Ferrari up to a maximum of 10% of Ferrari’s issued common shares as of the date of Ferrari’s Annual General Meeting of Shareholders; (v) approved an award to the Chief Executive Officer under the Company’s equity incentive plan applicable to all GEC members and key leaders of the Company; and (vi) re-appointed Ernst & Young Accountants LLP as Ferrari’s independent auditor until the 2018 Annual General Meeting of Shareholders.

On May 2, 2017, following approval of the 2016 Annual Accounts by the shareholders at the Annual General Meeting of the Shareholders on April 14, 2017, the Company paid a cash distribution of €0.635 per common share, corresponding to a total distribution of €120 million. The distribution was made from the share premium reserve which is a distributable reserve
under Dutch law.

During the current 2017 Formula 1 season Ferrari has obtained five podiums in the first four races, including two victories.





    



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