stellantis-2022-12-31-en

MESSAGE FROM THE CHAIRMAN AND THE CEO

MESSAGE FROM THE CHAIRMAN

2022 was the second year of Stellantis. In this period of time marked by various market and geopolitical challenges,

Stellantis proved to be strong, vibrant and even more determined to "dare forward" as we seized opportunities to achieve the

2030 strategic plan.

We accelerated our transformation into a sustainable mobility tech company, guided by the ambition to rethink the

way we move while reducing our carbon footprint. We have the ingenuity, drive, and focus to keep Stellantis at the forefront

of the future of mobility.

We do it not only by building iconic vehicles and creating innovative services. We are also shaping a diverse and

inclusive organization, one that gathers people and ideas across borders and cultures to exceed our customers’ different needs

and foster their freedom.

As part of the wider society, Stellantis pursues its stringent environmental, social and governance policy, acting as a

steward for the communities where it operates.

The first Stellantis Student Awards is a primary example of it. Started 26 years ago, this year’s program recognized

more than 600 students from 20 countries around the world with monetary awards for their dedication to continuous learning

and education. We are proud to support those who are committed to building a sustainable, better future: for the world and for

themselves.

The Stellantis Foundation, our philanthropic arm aligned with the United Nations Sustainable Development Goals,

aims to support projects identified at both local and global levels to impact our communities. Stellantis is driven by our social

commitment, to empower people through access to education and mobility.

Thanks to our shareholders, who facilitate our steady development, Stellantis will continue to lead the way the world

moves and help make the planet more sustainable for future generations.

February 24, 2023

/s/

John Elkann

Chairman

MESSAGE FROM THE CEO

This was a year where disruptions seemed relentless with cumulative crises. War, weaker economic conditions, and

an intensifying climate crisis caused exceptional uncertainty, requiring businesses to deliver results while becoming more and

more resilient and agile. Even in this context, Stellantis continued its transformation to a sustainable mobility tech company

at a pace not yet seen in our industry.

Stellantis pursued this balancing act by launching our Dare Forward 2030 long-term strategic plan in March 2022.

The bold business plan aims to achieve greater efficiency with a breakeven point among the lowest in the industry, enabling

us to respond to turbulence while bolstering our position on the global tech scene.

The plan is anchored in an ambitious decarbonization strategy consistent with science-based recommendations.

Through aggressive and clear targets, it sets out deep emission cuts to slash CO2 in half by 2030(1), benchmarking our 2021

metrics, and putting us on track to achieve carbon net zero by 2038(2).

Our electrification offer continued at lightning speed. We unveiled our latest battery electric vehicles, including the

all-new Jeep® Avenger, the first-ever fully electric Jeep SUV and the European Car of the Year for 2023. We do not focus

solely on battery power, though.

Our growth also relies on a hydrogen fuel cell zero emission solution. This technology is particularly suited to the

needs of light commercial vehicle customers and is already available for Peugeot, Citroën, and Opel mid-size vans. To further

reinforce our role as a front runner in this field, we recently announced our plans to acquire a substantial stake in Symbio, a

global leader in zero-emission hydrogen mobility.

As we work to achieve a decarbonized world, we continued strengthening our global electrification ecosystem with

leading partners that share with us the same environmental objectives, including Automotive Cells Company, LG Energy

Solution, Samsung SDI, and Factorial, to name a few. At the end of 2022, we also deepened our strategic partnership with

Archer and are now joining forces to manufacture the flagship electric vertical take-off and landing (“eVTOL”) aircraft,

Midnight.

We also put a greater focus on a rigorous, 360-degree circular economy business aimed at bringing additional

financial value to the Company and providing a more sustainable path for the scarce resources of our planet.

And building on our software know-how, we demonstrated how human-focused innovation is enabling us to

embrace the future and render the status quo obsolete. Our software team is building a promising business with several

decisive partnerships signed with world-class tech companies: Amazon, Foxconn and Qualcomm.

Stellantis also shifted its lobbying approach toward a more direct and transparent interaction with citizens and

stakeholders supporting the Freedom of Mobility Forum. Planned for early 2023, the forum will be a meeting of passionate

problem solvers committed to fact-based discussion addressing how we can bring sustainable mobility in the face of global

warming implications.

We combined all these activities with financial sustainability, recording a 13.0 percent margin in the face of stiff

competition.

We delivered Net revenues of €179.6 billion, which is up 18 percent. We registered Adjusted operating income of

€23.3 billion, up 29 percent, and Net profit from continuing operations of €16.8 billion, up 26 percent.

It was a stellar performance made possible by the huge commitment of our people and the crucial support of our

shareholders.

These elements give me the confidence that what you have seen from Stellantis in our first two years is just a

glimpse of the major impact we will have on mobility ecosystems in the future.

________________________________________________________________________________________________________________________________________________

(1) Scopes 1-2-3 intensity tCO2eq/veh

(2) With single-digit percent compensation

services that provide clean, safe and affordable mobility solutions on the roads, and in the air.

This is the mission that guides us daily and our commitment to the society in which we operate.

February 24, 2023

/s/

Carlos Tavares

Chief Executive Officer

BOARD REPORT

INTRODUCTION

About this Report

On January 16, 2021, Peugeot S.A. (“PSA”) merged with and into Fiat Chrysler Automobiles N.V. (“FCA N.V.”),

with FCA N.V. as the surviving company in the merger (the “merger”). On January 17, 2021, the combined company was

renamed Stellantis N.V., the current members of the board of directors were appointed and the Stellantis articles of

association became effective. On this date, the Stellantis management and board of directors collectively obtained the power

and ability to control the assets, liabilities and operations of both FCA and PSA. As such, under IFRS 3, Business

Combinations, January 17, 2021 is the acquisition date for the business combination.

In 2021, the merger was accounted for by Stellantis using the acquisition method of accounting in accordance with

IFRS 3, which requires the identification of the acquirer and the acquiree for accounting purposes. Based on the assessment

of the indicators under IFRS 3 and consideration of all pertinent facts and circumstances, management determined that PSA

was the acquirer for accounting purposes and as such, the merger has been accounted for as a reverse acquisition. As a result,

the financial statements of Stellantis N.V. will represent the historical financial statements of PSA.

This document, referred to hereafter as the “Annual Report and Form 20-F”, constitutes both the Statutory annual

report in accordance with Dutch legal requirements and the annual report on Form 20-F (“Form 20-F”), applicable to Foreign

Private Issuers, pursuant to Section 13 or 15(d) of the U.S. Securities Exchange Act of 1934, for Stellantis N.V., formerly

known as Fiat Chrysler Automobiles N.V., for the year ended December 31, 2022, except as noted below.

A table that cross-references the content of this report to the Form 20-F requirements is set out in the FORM 20-F

CROSS REFERENCE section included elsewhere in this report.

The Annual Report and Form 20-F is filed with the Netherlands Authority for Financial Markets (Autoriteit

Financiële Markten, the “AFM”) and unless otherwise stated, all references in this document to “Annual Report” refer to the

AFM filing. The following sections have been removed for our Annual Report filing with the AFM:

•FORM 20-F cover page;

•REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM (EY S.p.A. in respect of Internal

Control over Financial Reporting for the SEC filing);

•REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM (EY S.p.A. in respect of the

PCAOB audit of the 2022 and 2021 financial statements for the SEC filing);

•REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM (Mazars and ERNST & YOUNG

et Autres in respect of the PCAOB audits of the 2020 financial statements for the SEC filing);

•Exhibits; and

•SIGNATURES.

The Annual Report and Form 20-F and related exhibits are filed with the U.S. Securities and Exchange Commission

(“SEC”) and unless otherwise stated, all references in this document to “Form 20-F” refer to the SEC filing. The following

sections have been removed for our Form 20-F filing with the SEC:

•MESSAGE FROM THE CHAIRMAN AND THE CEO

•CORPORATE GOVERNANCE - Responsibilities in Respect to the Annual Report;

•NON-FINANCIAL INFORMATION;

•CONTROLS AND PROCEDURES - Statement by the Board of Directors;

•2023 STELLANTIS GUIDANCE AND OUTLOOK;

•COMPANY FINANCIAL STATEMENTS; and

•Independent auditor’s report (Ernst & Young Accountants LLP in respect of the AFM filing).

Where information relating to PSA has been presented, this does not include the operations of Faurecia S.E.

(“Faurecia”), which were excluded from the continuing operations of PSA as of December 31, 2019. Refer to Faurecia

distribution and deconsolidation included elsewhere in this report.

Documents on Display

The SEC maintains an internet site at http://www.sec.gov that contains reports, information statements, and other

information regarding issuers that file electronically with the SEC. The address of the SEC’s website is provided solely for

information purposes and is not intended to be an active link. Reports and other information concerning our business may

also be inspected at the offices of the New York Stock Exchange, 11 Wall Street, New York, New York 10005.

We also make our periodic reports, as well as other information filed with or furnished to the SEC, available free of

charge through our website, at www.stellantis.com, as soon as reasonably practicable after those reports and other information

are electronically filed with or furnished to the SEC. The information on our website is not incorporated by reference in this

report.

Certain Defined Terms

In this report, unless otherwise specified, the terms “we”, “our”, “us”, the “Company” and “Stellantis” refer to

Stellantis N.V., together with its consolidated subsidiaries, or any one or more of them, as the context may require.

References to “FCA” and “FCA N.V.” mean Fiat Chrysler Automobiles N.V. or Fiat Chrysler Automobiles N.V.

together with its consolidated subsidiaries, or any one or more of them, as the context may require.

References to “PSA” and “Groupe PSA” mean Peugeot S.A. or Peugeot S.A. together with its consolidated

subsidiaries, or any one or more of them, as the context may require.

References to the “merger” refer to the merger between PSA and FCA completed on January 16, 2021 and resulting

in the creation of Stellantis.

Presentation of Financial and Other Data

This report includes the consolidated financial statements of Stellantis as of December 31, 2022 and 2021 and for

the years ended December 31, 2022, 2021 and 2020 prepared in accordance with International Financial Reporting Standards

(“IFRS”) as issued by the International Accounting Standards Board (“IASB”), as well as IFRS as adopted by the European

Union. There is no effect on these consolidated financial statements resulting from differences between IFRS as issued by the

IASB and IFRS as adopted by the European Union. The consolidated financial statements and the notes to the consolidated

financial statements are referred to collectively as the “Consolidated Financial Statements”.

All references in this report to “Euro” and “€” refer to the currency issued by the European Central Bank. Stellantis’

financial information is presented in Euro. All references to “U.S. Dollars”, “U.S. Dollar”, “USD” and “$” refer to the

currency of the United States of America (“U.S.”).

The language of this report is English. Certain legislative references and technical terms have been cited in their

original language in order that the correct technical meaning may be ascribed to them under applicable law.

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

Except as otherwise disclosed within this report, no significant changes have occurred since the date of the audited

Consolidated Financial Statements included elsewhere in this report.

Market and Industry Information

In this report, we include or refer to industry and market data, including market share, ranking and other data,

derived from or based upon a variety of official, non-official and internal sources, such as internal surveys and management

estimates, market research, publicly available information and industry publications. Market share, ranking and other data

contained in this report may also be based on our good faith estimates, our own knowledge and experience and such other

sources as may be available. Market share data may change and cannot always be verified with complete certainty due to

limits on the availability and reliability of raw data, the voluntary nature of the data-gathering process, different methods used

by different sources to collect, assemble, analyze or compute market data, including different definitions of vehicle segments

and descriptions and other limitations and uncertainties inherent in any statistical survey of market shares or size. Industry

publications and surveys and forecasts generally state that the information contained in such publications, surveys and

forecasts has been obtained from sources believed to be reliable, but there can be no assurance as to the accuracy or

completeness of the included information. Although we believe that this information is reliable, we have not independently

verified the data from third-party sources. In addition, we typically estimate market share for automobiles and commercial

vehicles based on registration data.

In markets where registration data are not available, we calculate our market share based on estimates relating to

sales to final customers. Such data may differ from data relating to shipments to our dealers and distributors. While we

believe our internal estimates with respect to our industry are reliable, our internal company surveys and management

estimates have not been verified by an independent expert, and we cannot guarantee that a third party using different methods

to assemble, analyze or compute market data would obtain or generate the same result. The market share data presented in

this report represents the best estimates available from the sources indicated as of the date of this report but, in particular as

they relate to market share and our future expectations, involve risks and uncertainties and are subject to change based on

various factors, including those discussed in the section Risk Factors in this report.

Cautionary Statements Concerning Forward Looking Statements

Statements contained in this report, particularly those regarding possible or assumed future performance,

competitive strengths, costs, dividends, reserves, our growth, industry growth and other trends and projections and estimated

company earnings are “forward-looking statements” that contain risks and uncertainties. In some cases, words such as “may”,

“will”, “expect”, “could”, “should”, “intend”, “estimate”, “anticipate”, “believe”, “remain”, “on track”, “design”, “target”,

“objective”, “goal”, “forecast”, “projection”, “outlook”, “prospects”, “plan”, or similar terms are used to identify forward-

looking statements. These forward-looking statements reflect our current views with respect to future events and involve

significant risks and uncertainties that could cause actual results to differ materially.

These risks and uncertainties include, without limitation:

•our ability to launch new products successfully and to maintain vehicle shipment volumes;

•changes in the global financial markets, general economic environment and changes in demand for automotive

products, which is subject to cyclicality;

•our ability to realize the anticipated benefits of the merger;

•our ability to offer innovative, attractive products, and to develop, manufacture and sell vehicles with advanced

features, including enhanced electrification, connectivity and autonomous-driving characteristics;

•the continued impact of unfilled semiconductor orders;

•the continued impact of the COVID-19 pandemic;

•our ability to successfully manage the industry-wide transition from internal combustion engines to full

electrification;

•our ability to produce or procure electric batteries with competitive performance, cost and at required volumes;

•our ability to successfully launch new businesses and integrate acquisitions;

•a significant malfunction, disruption or security breach compromising information technology systems or the

electronic control systems contained in our vehicles;

•exchange rate fluctuations, interest rate changes, credit risk and other market risks;

•increases in costs, disruptions of supply or shortages of raw materials, parts, components and systems used in

our vehicles;

•changes in local economic and political conditions;

•changes in trade policy, the imposition of global and regional tariffs or tariffs targeted to the automotive

industry, the enactment of tax reforms or other changes in laws and regulations;

•the level of governmental economic incentives available to support the adoption of battery electric vehicles;

•the impact of increasingly stringent regulations regarding fuel efficiency requirements and reduced greenhouse

gas and tailpipe emissions;

•various types of claims, lawsuits, governmental investigations and other contingencies, including product

liability and warranty claims and environmental claims, investigations and lawsuits;

•material operating expenditures in relation to compliance with environmental, health and safety regulations;

•the level of competition in the automotive industry, which may increase due to consolidation and new entrants;

•our ability to attract and retain experienced management and employees;

•exposure to shortfalls in the funding of our defined benefit pension plans;

•our ability to provide or arrange for access to adequate financing for dealers and retail customers and associated

risks related to the establishment and operations of financial services companies;

•our ability to access funding to execute our business plan;

•our ability to realize anticipated benefits from joint venture arrangements;

•disruptions arising from political, social and economic instability;

•risks associated with our relationships with employees, dealers and suppliers;

•our ability to maintain effective internal controls over financial reporting;

•developments in labor and industrial relations and developments in applicable labor laws;

•earthquakes or other disasters; and

•other factors discussed elsewhere in this report.

Furthermore, in light of the inherent difficulty in forecasting future results, any estimates or forecasts of particular

periods that are provided in this report are uncertain. We expressly disclaim and do not assume any liability in connection

with any inaccuracies in any of the forward-looking statements in this report 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.

Additional factors which could cause actual results and developments to differ from those expressed or implied by

the forward-looking statements are included in the section “Risk Factors” in this report.

MANAGEMENT REPORT

FCA-PSA Merger

On December 17, 2019, FCA and PSA entered into a combination agreement providing for the combination of FCA

and PSA through a cross-border merger, with FCA as the surviving legal entity in the merger (“Stellantis N.V.”).

On September 14, 2020, FCA and PSA agreed to amend the combination agreement. According to the combination

agreement amendment, the FCA Extraordinary Dividend, to be paid to former FCA shareholders was reduced to €2.9 billion,

with PSA’s 46 percent stake in Faurecia S.E. (“Faurecia”) planned to be distributed to all Stellantis shareholders promptly

after closing following approval of the Stellantis board and shareholders.

On January 4, 2021, PSA and FCA held their respective extraordinary general shareholder meetings in order to,

among other matters, approve the merger transaction. The respective shareholder meetings approved the merger. Following

the respective shareholder approvals and receipt of the final regulatory clearances, FCA and PSA completed the legal merger.

The conditions agreed to as part of the regulatory clearance did not have a material impact on the cash flows or

financial positions for the Company.

On January 17, 2021, the board of directors was appointed, the Stellantis articles of association became effective and

the combined company was renamed Stellantis. On this date, the Stellantis management and board of directors collectively

obtained the power and the ability to control the assets, liabilities and operations of both FCA and PSA. As such, under IFRS

3 - Business Combinations (“IFRS 3”), January 17, 2021 is the acquisition date for the business combination.

On January 29, 2021, the approximately €2.9 billion extraordinary distribution was paid to holders of FCA common

shares of record as of the close of business on Friday, January 15, 2021. Refer to Note 3, Scope of consolidation, within the

Consolidated Financial Statements included elsewhere in this report for additional information.

Identification of the accounting acquirer

The merger was accounted for by Stellantis using the acquisition method of accounting in accordance with IFRS 3,

which requires the identification of the acquirer and the acquiree for accounting purposes. Based on the assessment of the

indicators under IFRS 3 and consideration of all pertinent facts and circumstances, management determined that PSA is the

acquirer for accounting purposes and as such, the merger has been accounted for as a reverse acquisition. In identifying PSA

as the acquiring entity, notwithstanding that the merger was effected through an issuance of FCA shares, the most significant

indicators were (i) the composition of the combined group’s board, composed of eleven directors, six of whom were to be

nominated by PSA, PSA shareholders or PSA employees, or were current PSA executives, (ii) the combined group’s first

CEO, who is vested with the full authority to individually represent the combined group, and was the president of the PSA

Managing Board prior to the merger, and (iii) the payment of a premium by pre-merger shareholders of PSA. Refer to Note 3,

Scope of consolidation, within the Consolidated Financial Statements included elsewhere in this report for additional

information.

Faurecia Distribution

On January 25, 2021, an extraordinary general meeting of the shareholders was convened in order to approve the

distribution by Stellantis to the holders of its common shares of up to 54,297,006 ordinary shares of Faurecia (an automotive

equipment supplier) and up to €308 million, which are the proceeds received by Peugeot S.A. in November 2020 from the

sale of certain ordinary shares of Faurecia. The distribution represented the legacy PSA ownership in Faurecia and

approximately 39 percent of the share capital of Faurecia and became unconditional on March 10, 2021, with (i) ex-date on

Monday, March 15, 2021; and (ii) record date on Tuesday, March 16, 2021. Holders of Stellantis common shares have been

entitled to: (i) 0.017029 ordinary shares of Faurecia; and (ii) €0.096677 for each common share of Stellantis they hold on the

record date for the Distribution. The distribution occurred on March 22, 2021, resulting in 53,130,574 ordinary shares of

Faurecia and €302 million in cash distributed. The Company lost control of Faurecia on January 11, 2021. Refer to Note 3,

Scope of consolidation, and to Note 27, Equity, within the Consolidated Financial Statements included elsewhere in this

report for additional information on Faurecia deconsolidation and distribution.

UNAUDITED PRO FORMA CONSOLIDATED FINANCIAL INFORMATION

This Unaudited Pro Forma Consolidated Financial Information has been prepared to give effect to completion of the

merger of PSA and FCA to create Stellantis, which was completed on January 17, 2021, as if it had been completed on

January 1, 2020. The Unaudited Pro Forma Consolidated Financial Information includes the unaudited pro forma

consolidated income statement for years ended December 31, 2021 and 2020 and the related explanatory notes (the

“Unaudited Pro Forma Consolidated Financial Information”). The Unaudited Pro Forma Consolidated Financial Information

has been prepared for illustrative purposes only with the aim to provide comparative period income statement information,

and does not necessarily represent what the actual results of operations would have been had the merger been completed on

January 1, 2020. Additionally, the Unaudited Pro Forma Consolidated Financial Information does not attempt to represent, or

be an indication of, the future results of operations or cash flows of Stellantis. No pro forma statement of financial position

has been presented as the effects of the merger have been reflected in the Consolidated Statement of Financial Position of

Stellantis as of December 31, 2021. Please refer to the Consolidated Statement of Financial Position as of December 31, 2021

included elsewhere within this report for additional information.

Refer to the section FCA-PSA Merger included above for information on the reverse acquisition presentation of the

financial statements and to Note 3, Scope of consolidation in the Consolidated Financial Statements included elsewhere

within this report for additional information on the merger.

The Unaudited Pro Forma Consolidated Financial Information presented herein is derived from (i) the Consolidated

Income Statement of Stellantis for the years ended December 31, 2021 and 2020 included elsewhere in this report, (ii) FCA’s

Consolidated Income Statement for the year ended December 31, 2020, contained in FCA’s Annual Report on Form 20-F

filed with the SEC on March 4, 2020, (iii) the consolidated statement of income included in the audited consolidated financial

statements of PSA for the year ended December 31, 2020 in the Consolidated Financial Statements and Management's

Discussion and Analysis of Groupe PSA on Form 6-K, furnished to the SEC on March 4, 2021, and (iv) FCA’s accounting

records for the period from January 1, 2021 to January 16, 2021. The Unaudited Pro Forma Consolidated Financial

Information should be read in conjunction with the historical consolidated financial statements referenced above and the

accompanying notes thereto, as well as the other information contained in this report.

The consolidated financial statements of Stellantis, PSA and FCA are prepared in accordance with IFRS as issued by

the IASB and in accordance with IFRS as adopted by the European Union. There is no effect on the consolidated financial

statements resulting from differences between IFRS as issued by the IASB and IFRS as adopted by the European Union. The

Unaudited Pro Forma Consolidated Financial Information is prepared on a basis that is consistent with the accounting

policies used in the preparation of the Consolidated Financial Statements of Stellantis as of and for year ended December 31,

2021 and 2020 included elsewhere in this report.

The historical consolidated financial information has been adjusted in the accompanying Unaudited Pro Forma

Consolidated Financial Information to give effect to unaudited pro forma events that are directly attributable to the merger

and factually supportable. Specifically, the pro forma adjustments relate to the following:

•The purchase price allocation, primarily to reflect adjustments to depreciation and amortization associated with

the acquired property, plant and equipment and intangible assets with a finite useful life, as well as a reduction

in the interest expense related to the fair value adjustment to financial liabilities.

•The alignment of accounting policies of FCA to those applied by Stellantis.

•The elimination of intercompany transactions between FCA and PSA.

The pro forma adjustments relate to the two periods from January 1, 2020 to December 31, 2020 and from January

1, 2021 to January 16, 2021.

The Unaudited Pro Forma Consolidated Financial Information does not reflect any anticipated synergies, operating

efficiencies or cost savings that may be achieved, or any integration costs that may be incurred, following the completion of

the merger.

UNAUDITED PRO FORMA CONSOLIDATED INCOME STATEMENTS FOR THE YEARS ENDED

DECEMBER 31, 2021 AND 2020


	For the year ended December 31, 2021
		Pro Forma adjustments
(€ million, except per share amounts)	Stellantis	January 1 - 16, 2021 results of FCA	Purchase Price Allocation	Other adjustments	Stellantis Pro Forma Consolidated Income Statement
	Note 1	Note 2	Note 3	Note 4
Net revenues	€149,419	€2,704	€2	€(6)	€152,119
Cost of revenues	119,943	2,322	(52)	(6)	122,207
Selling, general and other costs	9,130	192	(2)	—	9,320
Research and development costs	4,487	113	(40)	—	4,560
Gains/(Losses) on disposal of investments	(35)	—	—	—	(35)
Restructuring costs	698	—	—	—	698
Operating income/(loss)	15,126	77	96	—	15,299
Net financial expenses	734	29	(17)	—	746
Profit/(loss) before taxes	14,392	48	113	—	14,553
Tax expense	1,911	21	7	—	1,939
Share of the profit of equity method investees	737	3	—	—	740
Net profit/(loss) from continuing operations	13,218	30	106	—	13,354
Profit/(loss) from discontinued operations, net of tax	990	—	—	—	990
Net profit/(loss)	€14,208	€30	€106	€—	€14,344

Net profit/(loss) attributable to:
Owners of the parent	€14,200	€30	€106	€—	€14,336
Non-controlling interests	€8	€—	€—	€—	€8

Net profit/(loss) from continuing operations
Owners of the parent	€13,210	€30	€106	€—	€13,346
Non-controlling interests	€8	€—	€—	€—	€8

Earnings per share:
Basic earnings per share	€4.64				€4.69
Diluted earnings per share	€4.51				€4.55

Earnings per share from continuing operations:
Basic earnings per share	€4.32				€4.36
Diluted earnings per share	€4.19				€4.23

The accompanying notes are an integral part of the Unaudited Pro Forma Consolidated Financial Information.


	For the year ended December 31, 2020
		Pro Forma adjustments
(€ million, except per share amounts)	PSA Historical Consolidated (as adjusted) (1)	FCA Historical Consolidated	Purchase Price Allocation	Other adjustments	Stellantis Pro Forma Financial Information
	Note 1	Note 2	Note 3	Note 4
Net revenues	€47,656	€86,676	€110	€(560)	€133,882
Cost of revenues	38,250	75,962	(1,266)	(759)	112,187
Selling, general and other costs	3,923	5,501	(52)	25	9,397
Research and development costs	2,231	2,979	(960)	301	4,551
Gains/(Losses) on disposal of investments	174	4	—	—	178
Restructuring costs	416	73	—	—	489
Operating income/(loss)	3,010	2,165	2,388	(127)	7,436
Net financial expenses	94	993	(380)	(35)	672
Profit before taxes	2,916	1,172	2,768	(92)	6,764
Tax expense	504	1,332	240	8	2,084
Share of the profit of equity method investees	(74)	184	—	—	110
Net profit from continuing operations	2,338	24	2,528	(100)	4,790
Profit/(loss) from discontinued operations, net of tax	(315)	—	—	—	(315)
Net profit/(loss)	€2,023	€24	€2,528	€(100)	€4,475

Net profit/(loss) attributable to:
Owners of the parent	€2,173	€29	€2,512	€(100)	€4,614
Non-controlling interests	€(150)	€(5)	€16	€—	€(139)

Net profit/(loss) from continuing operations attributable to:
Owners of the parent	€2,353	€29	€2,512	€(100)	€4,794
Non-controlling interests	€(15)	€(5)	€16	€—	€(4)

Earnings per share:
Basic earnings per share	€1.41				€1.48
Diluted earnings per share	€1.34				€1.43

Earnings per share from continuing operations:
Basic earnings per share	€1.52				€1.54
Diluted earnings per share	€1.45				€1.49

________________________________________________________________________________________________________________________________________________

(1) Refer to Note 3, Scope of consolidation in the Consolidated Financial Statements included elsewhere in this Report

The accompanying notes are an integral part of the Unaudited Pro Forma Consolidated Financial Information.

NOTES TO UNAUDITED PRO FORMA CONSOLIDATED FINANCIAL INFORMATION

Note 1 – Stellantis / PSA Historical Consolidated (as adjusted)

This column represents the Consolidated Income Statement of Stellantis for the year ended December 31, 2021 and

the PSA Historical Consolidated Income Statement (as adjusted) for the year ended December 31, 2020, which is derived

from the historical consolidated statement of income of PSA for the year ended December 31, 2020.

In accordance with IFRS 3, PSA was determined to be the acquirer for accounting purposes, therefore, the year

ended December 31, 2020 represents the continuing operations of PSA adjusted for the discontinuation of Faurecia. Refer to

Note 3, Scope of consolidation, within the Consolidated Financial Statements included elsewhere within this report for

additional information.

Note 2 – FCA Historical

This column represents FCA’s results for the period from January 1, 2021 to January 16, 2021, as derived from

FCA’s accounting records as well as the FCA consolidated income statement included in FCA’s audited consolidated

financial statements for the year ended December 31, 2020. In order to conform to the presentation of Stellantis in its

Consolidated Income Statement for the years ended December 31, 2021 and 2020 included elsewhere within this report,

Results from investments related to equity method investments are reclassified to Share of the profit of equity method

investees, and Results from Investments other than equity method investments are reclassified to Net financial expenses.

Note 3 – Purchase Price Allocation

As noted in the introduction to this Unaudited Pro Forma Consolidated Financial Information, the merger has been

accounted for using the acquisition method of accounting in accordance with IFRS 3, with PSA identified as the accounting

acquirer (reverse acquisition accounting). The acquisition method of accounting under IFRS 3 applies the fair value concepts

defined in IFRS 13 and requires, among other things, that the assets acquired and the liabilities assumed in a business

combination be recognized by the acquirer at their fair values as of the merger date, which for accounting purposes was

January 17, 2021. As a result, the acquisition method of accounting has been applied and the assets and liabilities of FCA

have been recognized at the merger acquisition date at their respective fair values, with limited exceptions as permitted by

IFRS 3. The excess of the consideration transferred over the fair value of FCA’s assets acquired and liabilities assumed has

been recorded as goodwill. Refer to Note 3, Scope of consolidation, within the Consolidated Financial Statements included

elsewhere within this report for additional information.

The Unaudited Pro Forma Consolidated Financial Information reflects the effects of the purchase accounting

adjustments, where applicable, on the unaudited pro forma consolidated income statement for the years ended December 31,

2021 and 2020 as if the merger had occurred on January 1, 2020.

The following tables provide a summary of the pro forma effects of the purchase price allocation adjustments in the

unaudited pro forma consolidated income statement for the years ended December 31, 2021 and 2020.

For the period January 1 - 16, 2021


	January 1-16, 2021
(€ million)	Intangible assets	Property, plant and equipment	Financial liabilities	Other	Total
	(A)	(B)	(C)	(D)
Net revenues	€—	€—	€—	€2	€2
Cost of revenues	—	45	—	7	52
Selling, general and other costs	—	2	—	—	2
Research and development costs	40	—	—	—	40
Net financial expenses/(income)	—	—	21	(4)	17
Tax expenses	(4)	—	(3)	—	(7)
Net profit	€36	€47	€18	€5	€106

For the year ended December 31, 2020


	For the year ended December 31, 2020
(€ million)	Intangible assets	Property, plant and equipment	Financial liabilities	Other	Total
	(A)	(B)	(C)	(D)
Net revenues	€—	€—	€—	€110	€110
Cost of revenues	(4)	1,092	—	178	1,266
Selling, general and other costs	8	44	—	—	52
Research and development costs	960	—	—	—	960
Net financial expenses/(income)	—	—	462	(82)	380
Tax expenses	(90)	(28)	(74)	(48)	(240)
Net profit	€874	€1,108	€388	€158	€2,528

The pro forma adjustments are described in further detail below.

A.Intangible assets

The fair value of brands (Jeep, Ram, Dodge, Fiat, Maserati, Alfa Romeo and Mopar) was determined through an

income approach based on the relief from royalty method, which requires an estimate of future expected cash flows. The

useful life associated with the brands is determined to be indefinite. For capitalized development expenditures, the fair value

has been assessed according to a multi-criteria approach based on relief from royalty method and an excess-earning method.

The fair value for the Dealer network has been assessed using the replacement cost method. The fair value of reacquired

rights has been valued based on the discounted cash flows expected from the related agreement.

Amortization of intangible assets has been calculated on the fair value taking into account the estimated remaining

useful life of the acquired assets. The related change in amortization as a result of the fair value adjustment to intangible

assets was a net decrease in amortization expense of €40 million and €964 million for the period January 1 to January 16,

2021 and for the year ended December 31, 2020, respectively, of which €40 million and €960 million has been recorded

within Research and development costs in relation to capitalized research and development costs and other intangible assets,

respectively, and €8 million has been recorded within Selling, general and other costs in relation to the dealer network and (4)

million has been recorded within Cost of revenues in relation to reacquired rights for the year ended December 31, 2020.

B.Property, plant and equipment

The fair value of property, plant and equipment was determined primarily through the replacement cost method,

which requires an estimation of the physical, functional and economic obsolescence of the related assets. A market approach,

which requires the comparison of the subject assets to transactions involving comparable assets, was applied to determine the

fair value of land. The fair value of certain assets was determined through an income approach.

Depreciation has been calculated on the fair value taking into account the estimated remaining useful life of the

acquired assets. The related change in depreciation as a result of the fair value adjustment to property, plant and equipment

was a decrease in depreciation expense of €47 million and €1,136 million for the period January 1 to January 16, 2021 and

for the year ended December 31, 2020, respectively, of which €45 million and €1,092 million has been recorded within Cost

of revenues and €2 million and €44 million has been recorded within Selling, general and other costs in the Unaudited Pro

Forma Consolidated Financial Information.

C.Financial liabilities

Purchase price adjustments were recognized to step up to fair value the financial liabilities based on quoted market

prices for listed debt and based on discounted cash flow models for debt that is not listed. The fair value adjustments to

financial liabilities resulted in a decrease in interest expense due to the decrease of the effective interest rate based on current

market conditions, of €21 million and €462 million for the period January 1 to January 16, 2021 and for the year ended

December 31, 2020, respectively, and has been recorded within Net financial income (expense) in the Unaudited Pro Forma

Consolidated Financial Information.

D.Other

Primarily reflects:

•the recognition of additional revenue of €2 million and €54 million for the period January 1 to January 16, 2021

and for the year ended December 31, 2020, respectively, as a result of a step up to fair value of deferred revenue

relating to extended warranty service contracts, as well as additional finance costs of €4 million and €93 million

for the period January 1 to January 16, 2021 and for the year ended December 31, 2020, respectively, due to the

recognition of the fair value adjustments of the related liabilities.

•the reversal of the impact on cost of revenues of €7 million and €232 million for the period January 1 to January

16, 2021 and for the year ended December 31, 2020, respectively, of certain prepaid assets that were written off

as part of the purchase price allocation.

The step up in the value of inventories has not been recognized as a pro forma adjustment as this impact has been

recognized in Stellantis results for the year ended December 31, 2021.

E.Tax expense

Represents the tax effects on the pro forma adjustments reflected in the unaudited pro forma consolidated income

statement, calculated based on statutory tax rates applicable in the relevant jurisdictions.

Note 4 – Other Adjustments

Other adjustments mainly include the following:

•the elimination of the intercompany transactions with Sevel in the Stellantis Consolidated Income Statement for

the year ended December 31, 2020 of €534 million. Sevel is a joint operation that was previously owned 50

percent each by both PSA and FCA. Upon completion of the merger, Stellantis holds 100 percent of Sevel,

which is fully consolidated from that date;

•the alignment of FCA’s accounting policies to Stellantis accounting policies resulting in a net decrease in Net

profit of €100 million for the year ended December 31, 2020, primarily relating to an increase in Research and

development expenditures expensed;

•the alignment of the classification of certain items to align to Stellantis’ income statement presentation.

Note 5 - Pro Forma Earnings per Share

Refer to Note 28, Earnings per share, included within the Consolidated Financial Statements for the year ended

December 31, 2021 for additional detail on the calculation of earnings per share.

Regarding the pro forma basic and diluted earnings per share from continuing operations for the year ended

December 31, 2020:

(i) Pro forma weighted average number of outstanding Stellantis common shares for the year ended December 31,

2020 includes PSA weighted average number of outstanding common shares for the year ended December 31, 2020

converted with the merger exchange ratio of 1.742 and Stellantis common shares issued at the merger date;

(ii) The number of the equity warrants on PSA ordinary shares delivered to General Motors (“GM”), amounting to

39,727,324, have been included in the diluted number of shares and converted with the merger exchange ratio of 1.742;

(iii) Pro forma weighted average number of outstanding Stellantis common shares resulting from dilutive equity

instruments performance share plans issued by PSA and converted with the merger exchange ratio of 1.742; and

(iv) Pro forma weighted average number of outstanding Stellantis common shares resulting from the equity

instruments issued under FCA’s equity incentive plan.

Pro Forma Basic earnings per share


	Year ended December 31, 2021
(€ million except otherwise noted)	Stellantis	Continuing operations	Discontinued operations
Net profit attributable to owners of the parent, as adjusted	€14,200	€13,210	€990
Add: FCA Net profit attributable to owners of the parent, January 1 - 16, 2021	30	30	—
Add: Pro forma adjustments	106	106	—
Pro Forma Net profit attributable to owners of the parent (A)	€14,336	€13,346	€990
Weighted average number of shares outstanding for basic earnings per share (thousand), January 17 - December 31, 2021 (B)	3,059,284	3,059,284	3,059,284
Pro Forma Basic earnings per share (€ per share) (A/B)	€4.69	€4.36	€0.32


	Year ended December 31, 2020
(€ million except otherwise noted)	Stellantis	Continuing operations	Discontinued operations
Net profit/(loss) attributable to owners of the parent, as adjusted	€2,173	€2,353	€(180)
Add: FCA Net profit attributable to owners of the parent, January 1 - December 31, 2020	29	29	—
Add: Pro forma adjustments	2,412	2,412	—
Pro Forma Net profit/(loss) attributable to owners of the parent (A)	€4,614	€4,794	€(180)
Pro Forma Weighted average number of shares outstanding for diluted earnings per share (thousand) (B)	3,119,935	3,119,935	3,119,935
Pro Forma Basic earnings/(loss) per share (€ per share) (A/B)	€1.48	€1.54	€(0.06)

Pro Forma Diluted earnings per share


	Year ended December 31, 2021
(€ million except otherwise noted)	Stellantis	Continuing operations	Discontinued operations
Net profit attributable to owners of the parent, as adjusted	€14,200	€13,210	€990
Add: FCA Net profit attributable to owners of the parent, January 1 - 16, 2021	30	30	—
Add: Pro forma adjustments	106	106	—
Pro Forma Net profit attributable to owners of the parent (A)	€14,336	€13,346	€990
Weighted average number of shares outstanding (thousand), January 17 - December 31, 2021	3,059,284	3,059,284	3,059,284
Number of shares deployable for share-based compensation, January 17 - December 31, 2021 (thousand)	23,651	23,651	23,651
Equity warrants delivered to GM (thousand)	68,497	68,497	68,497
Pro Forma Weighted average number of shares outstanding for diluted earnings per share (thousand) (B)	3,151,432	3,151,432	3,151,432
Pro Forma Diluted earnings per share (€ per share) (A/B)	€4.55	€4.23	€0.31


	Year ended December 31, 2020
(€ million except otherwise noted)	Stellantis	Continuing operations	Discontinued operations(1)
Net profit/(loss) attributable to owners of the parent, as adjusted	€2,173	€2,353	€(180)
Add: FCA Net profit attributable to owners of the parent, January 1 - December 31, 2020	29	29	—
Add: Pro forma adjustments	2,412	2,412	—
Pro Forma Net profit/(loss) attributable to owners of the parent (A)	€4,614	€4,794	€(180)
Weighted average number of shares outstanding (thousand)	3,119,935	3,119,935	3,119,935
Number of shares deployable for share-based compensation (thousand)	39,137	39,137	39,137
Equity warrants delivered to GM (thousand)	68,497	68,497	68,497
Weighted average number of shares outstanding for diluted earnings per share (thousand) (B)	3,227,569	3,227,569	3,227,569
Pro Forma Diluted earnings/(loss) per share (€ per share) (A/B)	€1.43	€1.49	€(0.06)

____________________________________________________________________________________________________

(1) Number of shares deployable for share-based compensation and equity warrants delivered to GM have not been taken into consideration in the calculation of diluted loss per

share for the year ended December 31, 2020 as this would have had an anti-dilutive effect

STELLANTIS OVERVIEW

Stellantis is a global automaker and mobility provider which is engaged in designing, engineering, manufacturing,

distributing and selling vehicles, components and production systems worldwide. Stellantis designs, engineers, manufactures,

distributes and sells vehicles across five portfolios: (i) luxury vehicles under the Maserati brand; (ii) premium vehicles

covered by Alfa Romeo, DS and Lancia brands; (iii) global sport utility vehicles under the Jeep brand; (iv) American brands

covering Dodge, Ram and Chrysler vehicles and (v) European brands covering Abarth, Citroën, Fiat, Opel, Peugeot and

Vauxhall vehicles. Stellantis centralizes design, engineering, development and manufacturing operations, to allow it to

efficiently operate on a global scale. Stellantis supports its vehicle shipments with the sale of related service parts and

accessories, as well as service contracts, worldwide for mass-market vehicles. Stellantis makes retail and dealer financing,

leasing and rental services available through its subsidiaries, joint ventures and commercial arrangements with third party

financial institutions. In addition, Stellantis operates in the components and production systems sectors under the Teksid and

Comau brands. Refer to Note 3, Scope of consolidation in the Consolidated Financial Statements included elsewhere in this

report for detail on the sale of Teksid's cast iron automotive components business.

In connection with our Dare Forward 2030 strategic plan, we have also increased our focus on generating growth in

several of our other areas, such as the two mobility brands, Free2move and Share Now, as well as independent aftermarket

parts and services and software with a particular focus on data services. The focus on software also includes the deployment

of technology across our vehicle platforms and leveraging over-the-air features and services. We have created Stellantis

Ventures which funds investments in early and later-stage start up companies that develop innovative, customer-centric

technologies that targets the automotive and mobility sectors.

Stellantis aims to reach carbon net zero by 2038. This is supported through our circular economy business, whose

main objectives are to extend the life of vehicles and parts, returning material and end-of-life vehicles back to the

manufacturing process for new vehicles and products.

In 2022, Stellantis shipped 6,003 thousand vehicles (including the Company's unconsolidated joint ventures), with

Net revenues of €180 billion and Net profit of €16.8 billion, and generated €10.8 billion of Industrial free cash flows (See

Non-GAAP Financial Measures). At December 31, 2022, the Company’s available liquidity was €62.7 billion (including

€12.7 billion available under undrawn committed credit lines).

History of Stellantis

Stellantis N.V. (“Stellantis”) was incorporated as a public limited liability company (naamloze vennootschap) under

the laws of the Netherlands on April 1, 2014 under the name Fiat Chrysler Automobiles N.V (“FCA”).

In its current configuration, Stellantis is the result of the merger of FCA and PSA, each of which were leading

independent global automotive groups prior to the merger.

Fiat S.p.A., the predecessor to FCA, was founded as Fabbrica Italiana Automobili Torino on July 11, 1899 in Turin,

Italy as an automobile manufacturer. Fiat grew in Italy and internationally in the following decades both organically and

through the acquisition of several prominent brands and manufacturers including Lancia, Alfa Romeo, Maserati and Ferrari.

In 2009, FCA US LLC, then known as Chrysler Group LLC (“FCA US”), acquired the principal operating assets of the

former Chrysler LLC as part of a government-sponsored restructuring of the North American automotive industry. Between

2009 and 2014, Fiat S.p.A. expanded its initial 20 percent ownership interest to 100 percent of the ownership of FCA US and

on October 12, 2014, Fiat S.p.A. completed a corporate reorganization resulting in the establishment of FCA as the parent

company of the FCA Group, with its principal executive offices in the United Kingdom. In January 2011, the separation of

Fiat S.p.A.’s non-automotive capital goods business was completed with the creation of Fiat Industrial, now known as CNH

Industrial N.V. In October 2015, the initial public offering of Ferrari N.V. was completed, followed by the spin-off of FCA’s

remaining interest in Ferrari to its shareholders in January 2016.

Peugeot S.A. began manufacturing and selling vehicles to consumers in 1896 and also expanded its automotive

business, particularly in the second half of the twentieth century. In 1974, PSA acquired all of the outstanding shares of

Citroën S.A. and then merged the two companies in 1976. In 1978, PSA acquired Chrysler Corporation’s stake in its

industrial and commercial subsidiaries in Europe, as well as Chrysler Financial Corporation’s European commercial

financing subsidiaries. In 1995, PSA Finance Holding, which provided financing for Peugeot and Citroën vehicle sales, was

transformed into a bank and subsequently renamed “Banque PSA Finance”. PSA acquired the Opel and Vauxhall subsidiaries

of GM on August 1, 2017. As contemplated by the business combination agreement for the merger of FCA and PSA, on

March 22, 2021, Stellantis distributed to shareholders its entire interest (approximately 39 percent) in Faurecia, an automotive

equipment supplier and formerly the automotive equipment division of PSA, to holders of Stellantis common shares.

On December 17, 2019, FCA and PSA entered into a combination agreement (as amended, the “combination

agreement”) agreeing to merge the two groups. On January 16, 2021, PSA merged with and into FCA, with FCA as the

surviving legal entity in the merger. On January 17, 2021, the combined company was renamed Stellantis, the board of

directors was appointed and the Stellantis articles of association became effective. On this date, the Stellantis management

and board of directors collectively obtained the power and the ability to control the assets, liabilities and operations of both

FCA and PSA. As such, under IFRS 3 - Business Combinations (“IFRS 3”), January 17, 2021 is the acquisition date for the

business combination.

On January 18, 2021, Stellantis common shares began trading on Euronext Milan and Euronext Paris, and on

January 19, 2021, began trading on the NYSE. Stellantis common shares trade under the following symbols: Euronext Milan:

“STLAM”; Euronext Paris: “STLAP”; NYSE: “STLA”. From October 13, 2014, the common shares of FCA were traded on

the NYSE under the symbol “FCAU” and on Euronext Milan under the symbol “FCA”.

The principal office of Stellantis is located at Taurusavenue 1, 2132LS, Hoofddorp, the Netherlands (telephone

number: +31 23 700 1511). Its agent for U.S. federal securities law purposes is Christopher J. Pardi, c/o FCA US LLC, 1000

Chrysler Drive, Auburn Hills, Michigan 48326.

Major Shareholders

As of February 21, 2023, the largest shareholders of Stellantis were Exor N.V. (“Exor”) (holding 13.99 percent of

the outstanding common shares), Établissements Peugeot Frères (“EPF”) (holding 6.98 percent of the outstanding common

shares) and Bpifrance Participations S.A. via Lion Participations SAS (“BPI”) (holding 6 percent of the outstanding common

shares). As of February 21, 2023, none of these shareholders held any special voting shares of Stellantis.

Upon the effectiveness of the merger, on January 16, 2021, PSA shareholders received 1.742 FCA common shares

for each PSA ordinary share held immediately prior to the merger as consideration in connection with the merger, which

represented 1,545,220,196 shares. In addition, all special voting shares of FCA held by Exor were repurchased by FCA for no

consideration. Therefore, none of our major shareholders held any special voting shares immediately following the merger.

In accordance with the resolution adopted by the General Meeting of Shareholders held on April 15, 2021, all the

449,410,092 Class B special voting shares held by Stellantis were cancelled as of October 8, 2021.

On December 21, 2022, all the outstanding special voting shares B were exchanged with newly issued special voting

shares A in accordance with article 7.5 of the terms and conditions of the special voting shares (the "SVS Terms and

Conditions"). As a result, all the 208,622 issued special voting shares B were held in the Company’s treasury. At December

31, 2022 there were 178,790 issued special voting shares A and 208,622 issued special voting shares B (208,622 at December

31, 2021), all with a par value of €0.01 each.

As of February 21, 2023 the share capital of the Company consists of the following: 3,213,372,229 common shares

(of which 69,125,544 shares are owned by the Company), 178,790 Class A special voting shares and 208,622 Class B special

voting shares.

Based on the information in Stellantis’ shareholder register, regulatory filings with the AFM and the SEC and other

sources available to Stellantis, the following persons owned, directly or indirectly, in excess of three percent of Stellantis’

capital and/or voting interest as of February 21, 2023:


Stellantis Shareholders	Number of Issued Common Shares(1)	Percentage of Issued Common Shares
Exor	449,410,092	13.99
EPF(2)	224,228,121	6.98
BPI(3)	192,703,907	6
Dongfeng(4)	99,223,907	3.09
BlackRock Inc.(5)	95,379,376	2.97

________________________________________________________________________________________________________________________________________________

(1)Issued shares includes common shares as well as 178,790 Class A special voting shares and 208,622 Class B special voting shares. Refer also to Corporate Governance -

Articles of Association and Information on Stellantis Shares - Share Capital for additional information

(2)EPF, through Peugeot Invest and its subsidiary Peugeot 1810, owns 224,228,121 common shares (6.98 percent of the issued shares)

(3)BPI owns 192,703,907 common shares (6 percent of the issued shares). BPI is a joint venture of EPIC Bpifrance (Bpi Groupe) and Caisse des Dépots et Consignations (both

holding a 49.3 percent interest in Bpifrance SA). Caisse des Dépots et Consignations also (directly and indirectly) holds an additional 9.338.752 Stellantis Common Shares,

representing an additional 0.29 percent of the common shares and 0.29 percent of the issued share capital and voting rights of Stellantis

(4)Dongfeng owns 99,223,907 common shares (3.09 percent of the issued shares). Refer to “Risk Factors - Resales of Stellantis common shares following the merger may cause

the market value of Stellantis common shares to decline.” included elsewhere in this report for additional information on the requirement for Dongfeng to sell part of its

shareholding

(5)BlackRock Inc. owns 95,379,376 common shares (2.97 percent of the issued shares) and 127,563,832 voting rights (3.97 percent of outstanding common shares and of the

issued shares)

Based on the information in Stellantis’ shareholder register and other sources available to us, as of February 21,

2023, approximately 566 million Stellantis common shares, or approximately 18 percent of the Stellantis common shares,

were held in the United States. As of the same date, approximately 370 record holders of Stellantis common shares had

registered addresses in the United States.

Until the date that is three years after closing of the merger, Exor, BPI and EPF are subject to a lock-up in respect of

their shareholdings in Stellantis, except that BPI is permitted to reduce its shareholdings by a stake no greater than 2.5 percent

of Stellantis common shares. We have agreed to release each such shareholder from its respective lock-up obligation in the

event the Board of Directors recommends a transaction in which a person or group would acquire 50 percent or more of the

Stellantis common shares (including a merger of Stellantis with or into another entity unless the shareholders of Stellantis

immediately prior to the merger are entitled to receive more than the majority of the share capital and voting rights in the

surviving entity of the merger).

Dare Forward 2030 Strategic Plan

On March 1, 2022, Stellantis’ Chief Executive Officer Carlos Tavares presented the Company’s Dare Forward 2030

strategic plan, which included the following four core targets to be achieved by 2030:

1.Reducing our carbon emissions footprint by half versus 2021 metrics on the path to achieving carbon net zero

emissions by 2038;

2.Reaching 100 percent of passenger car battery electric vehicles (“BEV”) sales mix in EU and 50 percent

passenger car and light-duty truck BEV sales mix in the United States;

3.Achieving the number one position in customer satisfaction for our products and services in every market; and

4.Achieving €300 billion of Net revenues (doubling versus Pro Forma 2021) while transforming our business

model and sustaining double-digit Adjusted operating income (“AOI”) margins throughout the plan period.

The following are the key elements of Dare Forward 2030:

Foundation

Diversity, operational excellence, house of iconic brands, and a differentiated product portfolio are Stellantis’

‘second to none’ differentiators propelling the Company forward.

•Achieve 100 percent of the €5 billion annual cash merger synergies target by the end of 2024;

•Maintain break-even point at less than 50 percent of 2021 consolidated shipments;

•Global BEV sales of five million units in 2030;

•Lead industry with more than 75 BEVs, including the Jeep brand’s first-ever 100 percent battery-electric SUV

launching in early 2023, followed by the Ram Promaster BEV later in 2023 and the all-new-all-electric Ram

1500 REV pickup truck in 2024;

•Specific U.S. product offensive of more than 25 all-new BEVs; and

•New car revenues from premium and luxury vehicle segments to increase fourfold from 2021.

Tech

Stellantis’ ambition is to embrace breakthrough ideas to offer innovative, clean, safe and affordable mobility.

•Confirmation of more than €30 billion of R&D, capex and joint venture investments in electrification and

software for 2021-2025 and software revenue of approximately €20 billion by 2030;

•To increase planned battery capacity to approximately 400 GWh;

•Expand hydrogen fuel cell technology to large vans in 2024; first U.S. offering in 2025; further expands to

heavy-duty trucks; and

•With Waymo, pave the way for sustainable “Delivery as a Service”.

Care

Ethical responsibility is at the core of Stellantis to ensure a sustainable future of mobility for our customers, our

employees, and our planet.

•50 percent carbon emissions reduction by 2030, compared with 2021 metrics, on the way to carbon net zero by

2038;

•Target top rankings for customer satisfaction across products and services;

•Women to hold at least 35 percent of leadership roles. For year ended December 31, 2022, we have more than

27% of leadership positions held by women, targeting to achieve 30% by 2025;

•Double the number of leaders with profit and loss responsibility; and

•Roll out Software and Data and Electric academies to support transformation.

Value

Stellantis’ ambition is to be ‘second to none’ in value creation for all stakeholders while unleashing an

entrepreneurial mindset.

•Reach one-third of global sales online in 2030; launch a global digital marketplace offering customers a

seamless journey through the entire Stellantis galaxy of products and services;

•More autonomy to seven accretive businesses: mobility, financial services, pre-owned cars, aftermarket, data as-

a-service, circular economy, commercial vehicles;

•Leadership in commercial vehicle market powered by 26 new vehicle launches and electric offerings in all

segments, including the all-new-all-electric Ram 1500 REV pickup truck to be launched in 2024;

•More than 25 percent of global Net revenues coming from regions outside Enlarged Europe and North America;

and

•China: Plan for asset-light business model to reduce fixed costs and limit exposure to geopolitical risk.

Financials

Stellantis will manage the transition period toward electrification while delivering double-digit AOI margins and

maximizing shareholder value.

•Net revenues to double to €300 billion by 2030 while sustaining double-digit AOI margins through the plan

period;

•Generate more than €20 billion in Industrial free cash flows in 2030; and

•Target a 25-30 percent dividend payout ratio through 2025 and the repurchase of up to 5 percent of outstanding

common shares.

Expected Merger Synergies

As a result of the merger, we expect that we will achieve significant synergies from the integration of the legacy

businesses, in particular in the following four areas:

•Technology, Platforms and Products. The sharing and convergence of platforms, modules and systems, along

with the optimization of R&D investments, manufacturing processes and tooling, are expected to create

significant efficiencies;

•Purchasing. Procurement savings are expected to result from leveraging the Company’s enlarged scale and

combined product development processes, leading to lower product costs, improved price alignment and

broader access to suppliers;

•Selling, General and Administrative Expenses (“SG&A”). Savings are expected from the integration of

functions such as sales and marketing, and the optimization of costs in regions where both businesses had a

well-established presence (i.e., Enlarged Europe and South America); and

•All Other Functions. Synergies are expected from the optimization of other functions, including logistics, where

savings are expected from the optimization of logistics for new cars and the effect of the procurement volume

increase on the Company’s combined expenditures, as well as supply chain, quality and after-market operations.

For the year ended December 31, 2022, the Company has achieved €7.1 billion of net cash synergies compared to

€3.2 billion for the year ended December 31, 2021 exceeding the €5 billion annual steady state target more than two years

earlier than planned at the time of the merger.

Overview of Our Business

Stellantis’ activities during the year ended December 31, 2022, were carried out through the following six reportable

segments:

(i)North America: Stellantis’ operations to manufacture, distribute and sell vehicles in the United States, Canada

and Mexico, primarily under the Jeep, Ram, Dodge, Chrysler, Fiat and Alfa Romeo brands. Manufacturing

plants are located in: US, Canada and Mexico;

(ii)Enlarged Europe: Stellantis’ operations to manufacture, distribute and sell vehicles in Europe (which includes

the 27 members of the European Union, the United Kingdom and the members of the European Free Trade

Association). Primarily under Peugeot, Citroën, Opel/Vauxhall, DS and Fiat brands. Manufacturing plants are

located in: France, Italy, Spain, Germany, United Kingdom (“UK”), Poland, Portugal, Serbia and Slovakia;

(iii)Middle East & Africa: Stellantis’ operations to manufacture, distribute and sell vehicles primarily in Turkey,

Egypt and Morocco under the Peugeot, Citroën, Opel, Fiat and Jeep brands. Manufacturing plants are located in

Morocco and in Turkey, through our joint venture with Tofas-Turk Otomobil Fabrikasi A.S. (“Tofas”);

(iv)South America: Stellantis’ operations to manufacture, distribute and sell vehicles in South and Central America,

primarily under the Fiat, Jeep, Peugeot and Citroën brands, with the largest focus of its business in Brazil and

Argentina. Manufacturing plants are located in the main markets of: Brazil and Argentina;

(v)China, India & Asia Pacific: Stellantis’ operations to manufacture, distribute and sell vehicles in the Asia

Pacific region (mostly in China, Japan, India, Australia and South Korea) carried out in the region through both

subsidiaries and joint ventures, primarily under the Jeep, Peugeot, Citroën, Fiat, DS and Alfa Romeo brands.

Manufacturing plants are located in China, India and Malaysia, through our joint ventures with GAC Fiat

Chrysler Automobiles Co (“GAC-Stellantis JV”) until January 2022, Dongfeng Peugeot Citroën Automobiles

(“DPCA JV”), India Fiat India Automobiles Private Limited (“FIAPL JV”) and our wholly owned subsidiary

Stellantis Gurun (Malaysia); and

(vi)Maserati: Stellantis’ operations to design, engineer, develop, manufacture, distribute worldwide and sell luxury

vehicles under the Maserati brand.

Stellantis also owns or holds interests in companies operating in other activities and businesses. These activities are

grouped under “Other Activities”, which primarily consists of the Company’s industrial automation systems design and

production business, under the Comau brand name, and its cast iron and aluminum business, which produce cast iron

components for engines, gearboxes, transmissions and suspension systems, and aluminum cylinder heads and engine blocks,

under the Teksid brand name, mobility businesses through the brands Free2move and Share Now, circular economy whose

business objectives are extending the life of vehicles and parts through return to the manufacturing process for new vehicles

and parts, the Company's software and data businesses as well as the financial services activities of dealer and customer

financing primarily in North America, Enlarged Europe, South America and China. Refer to “Sales Overview” included

elsewhere in this report for additional information. Also included are our companies that provide services, including

accounting, payroll, tax, insurance, purchasing, information technology, facility management and security for the Company

and management of central treasury activities. Refer to Note 3, Scope of consolidation in the Consolidated Financial

Statements included elsewhere in this report for details on the sale of Teksid’s cast iron automotive components business in

Mexico and U.S. and the GAC-Stellantis JV bankruptcy filing.

Definitions and abbreviations

Passenger cars include sedans, station wagons and three- and five-door hatchbacks, that may range in size from

“micro” or “A-segment” vehicles of less than 3.7 meters in length to “large” or “F-segment” cars that are greater than 5.1

meters in length.

Utility vehicles (“UVs”) include sport utility vehicles (“SUVs”), which are available with four-wheel drive systems

that provide true off-road capabilities, and crossover utility vehicles, (“CUVs”), which are not designed for heavy off-road

use. UVs can be divided among six main groups, ranging from “micro” or “A-segment”, defined as UVs that are less than 3.9

meters in length, to “large” or “F-segment”, defined as UVs that are greater than 5.2 meters in length.

Light trucks may be divided between vans (also known as light commercial vehicles, or “LCVs”), which typically

are used for the transportation of goods or groups of people, and pickup trucks, which are light motor vehicles with an open-

top rear cargo area. Minivans, also known as multi-purpose vehicles (“MPVs”) typically have seating for up to eight

passengers.

A vehicle is characterized as “all-new” if it is a new product with no prior model year, or if its vehicle platform is

significantly different from the platform used in the prior model year and/or it has had a full exterior renewal.

A vehicle is characterized as “significantly refreshed” if it continues its previous vehicle platform but has extensive

changes or upgrades from the prior model year.

Design and Manufacturing

We sell vehicles in the SUV, passenger car, truck and LCV markets. Our SUV and CUV portfolio includes vehicles

such as the Grand Wagoneer, Wagoneer, Jeep Grand Cherokee, all-new Jeep Meridian, all-new Alfa Romeo Tonale, Citroën

C5 Aircross, Dodge Durango, DS 3 Crossback, all-new Maserati Grecale and Peugeot 3008. Our passenger car product

portfolio includes vehicles such as the Opel and Vauxhall Mokka, Fiat New 500, Alfa Romeo Giulia, Chrysler 300, Dodge

Charger, DS 9, Lancia Ypsilon, Maserati Quattroporte, Peugeot 308 and minivans such as the Chrysler Pacifica. We sell light

duty and heavy duty pickup trucks such as the Ram 1500, Ram 2500/3500, the Fiat Strada, the significantly refreshed Fiat

Toro, and chassis cabs such as the Ram 3500/4500/5500. Our LCVs include vans such as the Fiat Professional Doblò,

Peugeot Partner, Citroën Berlingo, Opel/Vauxhall Combo and Ram ProMaster.

In 2022, Stellantis deployed the Stellantis Production Way (“SPW”) principles in its manufacturing operations. SPW

is intended to achieve best in class performance as measured by health and safety, quality, throughput, cost and

environmental metrics, through empowerment of employees, enhancement of employee skill-sets, the sharing of best

practices and the improved and economical use of production assets.

Research and Development

Stellantis is continuing a commitment to research and development activities building on the legacy of both FCA

and PSA. Stellantis is engaged in research and development activities aimed at improving the design, performance, safety,

energy efficiency, reliability, consumer perception and sustainability of its products and services and to address the

challenges faced by the automotive industry, including environmental and safety regulations, emerging mobility trends,

connectivity, software and autonomous driving.

With respect to product development, Stellantis’ recent research initiatives have been mainly concentrated in the

areas of mobility electrification and clean energy, autonomous driving, and connectivity technologies. In 2022, Stellantis

announced its Dare Forward 2030 strategic plan and confirmed its target for 100 percent of its passenger car sales mix in

Europe and 50 percent of its passenger car and light duty truck sales mix in North America will be BEVs in 2030. As a result,

its research and development activities have shifted to focus on electrification and related technologies, as well as

autonomous technology and vehicle connectivity. Significant activity has also continued with a focus to reduce overall

vehicle energy demand, fuel consumption and emissions based on traditional technologies. Recent fuel consumption and

emissions reduction activities have primarily focused on propulsion system technologies, including engines, transmissions,

axles and drivelines, hybrid and electric propulsion and alternative fuels.

Strategic Initiatives

Modular Vehicle Platforms

In 2022, Stellantis continued development of its BEV platform strategy comprised of four platforms intended to

meet BEV customer and market needs in the different vehicle segments. The four platforms are:

•STLA Small, with an estimated BEV range of up to 500 kilometers/300 miles, designed for ultra-compact cars;

•STLA Medium, with an estimated BEV range of up to 700 kilometers/440 miles, designed for compact to mid-

size cars;

•STLA Large, with an estimated BEV range of up to 800 kilometers/500 miles, designed for mid-size to full-size

vehicles; and

•STLA Frame, with an estimated BEV range of up to 800 kilometers/500 miles, designed for full-size SUV and

pickup trucks.

Each platform is designed to have a high level of flexibility (length and width). The platforms will also share

electrified components and be capable of adapting over time to evolutions in technology.

Full-Electric Propulsion Systems

Stellantis is developing new electric propulsion systems centered on flexibility, modularity and efficiency to be

utilized on all four of the vehicle platforms. The strategy includes three families of electric drive modules (“EDM”) that

combine the motor, gearbox and inverter, each designed to meet different performance needs.

The EDMs can be configured for front-wheel drive, rear-wheel drive and all-wheel drive. A program of hardware

upgrades and over-the-air (“OTA”) software updates is expected to extend the life cycle of the propulsion systems and,

therefore, the vehicles. Stellantis intends to internally develop software and controls in order to maintain characteristics

unique to each brand.

Battery Cell Chemistry and Design

Development and research on battery technology is ongoing and it is planned that, by 2024, Stellantis vehicles will

be supported by two main battery chemistries:

•Nickel-based (“NMC”) module configuration with an energy density of 300-700Wh/L; and

•Nickel cobalt-free alternative cell to pack configuration with an energy density of 400-500 Wh/L.

By design, the two chemistries are intended to be upgradeable, with the ability for potential future developments,

such as cost reduction, range extensions and charging speed increases.

In 2022, Stellantis made a minority equity investment in Factorial Inc., a U.S.-based battery development company

focused on the development, commercial production and deployment of solid-state battery technology that could offer up to

50 percent greater driving range than current lithium-ion technology.

Autonomous Driving Technology

In December 2022, Stellantis acquired aiMotive, a developer of advanced artificial intelligence and autonomous

driving software. The aiMotive technology product portfolio is focused on four key areas within artificial intelligence and

autonomous driving: embedded software stack for autonomous driving; artificial intelligence operations and data tooling;

expertise and intellectual property for silicon microchips; and software simulation for development of autonomous driving.

In July 2020, a second phase of the collaboration with Waymo (formerly the Google self-driving car project) was

announced. The first phase integrated Waymo’s self-driving technology into the Chrysler Pacifica Hybrid as a development

platform for the autonomous fleets that Waymo is operating in several cities around the U.S. The second phase is expected to

focus on LCVs and to explore the potential of Level 4 automation for goods distribution.

A collaboration with Aptiv on the development of a Level 2+ (hands-off the wheel, eyes-on road) autonomous

driving system began in 2018. Testing on a fleet of vehicles with this capability has been completed and a launch is planned

for 2023.

A team of Stellantis and BMW engineers are working to develop an SAE Level 3 (hands-off the wheel, eyes-off the

road) capable autonomous driving platform which is intended to have the ability to be updated through OTA upgrades.

Prototype vehicles running early versions of the SAE Level 3 system have been running on public roads in Italy and the U.S.,

since 2020. A new generation of prototype vehicles having STLA AutoDrive, an updated SAE Level 3 system, will start

testing in 2023.

Connectivity and Software

Stellantis’ development of the “STLA Brain” is underway, which will reduce the number of electronic control units

per vehicle and enable technology enhancements and improvements. STLA Brain is a new electronic and software

architecture targeted to launch across its four battery electric vehicle platforms. This service-oriented architecture is intended

to be fully integrated with the cloud and connects electronic control units within the vehicle to the vehicle’s high-performance

computers. The STLA Brain enables software developers to create and update features more quickly without having to update

hardware. In addition, STLA Brain is intended to be OTA capable, which will reduce costs and simplify maintenance.

In 2021, Stellantis entered into the “Mobile Drive” joint venture with Hon Hai Technology Group (“Foxconn”) and

began developing the “STLA SmartCockpit” solutions. The STLA SmartCockpit is intended to be layered on top of the

STLA Brain to deliver AI-based applications such as navigation, voice assistance, e-commerce, and payment services.

Stellantis entered into a partnership with Amazon in early 2022 to integrate software technology into the STLA

SmartCockpit. The launch of STLA SmartCockpit technology is planned for end of 2024.

Hydrogen

Stellantis’ Hydrogen and Fuel Cells Center of Competence in Russelsheim, Germany is developing fuel cell electric

vehicle technology. In the fuel cells, hydrogen is combined with air to produce electricity to drive an electric motor where the

only exhaust emission is pure water vapor. As a result, the hydrogen fuel cell electric vehicles offer a combination of zero

emissions, fast refueling and long driving range. In May 2021, Stellantis introduced its first hydrogen fuel cell-powered LCV,

the Opel Vivaro-e HYDROGEN. In addition, Stellantis has entered into partnerships with two suppliers, Faurecia and

Symbio, for development of the hydrogen storage system and the fuel cell system, respectively.

BEV Propulsion System Technologies

Jeep introduced its first-ever BEV, the all-new Jeep Avenger, at the 2022 Paris Motor Show. The Ram 1500

Revolution BEV Concept and Peugeot Inception Concept were unveiled at the CES 2023 in Las Vegas (Nevada) in January

2023. The Peugeot Inception Concept is based on the STLA Large platform and is powered by a 100kWh battery and two

electronic motors, which provides a range of approximately 497 miles and almost 680hp. The Ram Revolution Concept

incorporates an efficient battery pack configuration and is powered by two EDMs, enabling the cabin to be moved forward,

increasing the cabin space and configuration flexibility. Using 800-volt DC fast charging at up to 350kW, the Revolution

Concept is able to add up to 100 miles of range in approximately 10 minutes.

Beginning in 2020, Stellantis launched seven full battery electric LCV’s in Europe, including the Peugeot e-Partner,

e-Boxer and e-Expert. As of December 31, 2021, the full LCV portfolio under the Peugeot and Opel brands were offered in

BEV versions.

In early 2020, as an alternative to public transport (bus, tramway, metro) and individual, two-wheeler means of

transport such as bikes and scooters, Citroën launched the fully electric AMI, an ultra-compact two-seat vehicle, which has a

battery that can recharge in three hours from a standard European electrical socket. A BEV variant of the Fiat 500, the Fiat

New 500, launched in October 2020 and is manufactured for the European market at the Mirafiori plant in Turin, Italy. The

Fiat New 500 is offered in electric ranges of 320 km and 180 km. The Fiat Ducato Electric was also unveiled in 2019 and

launched in Europe in 2021.

Beginning in 2019, the full battery electric DS 3 Crossback E-Tense, Peugeot e-208 and e-2008, Opel Corsa-e and

Mokka-e and Citroën Ë-C4 were sold in Europe. These models offer ranges of between 320 and 350 km based on Worldwide

Harmonized Light Vehicle Testing Procedures (“WLTP”).

Hybrid Propulsion Technologies

In 2022, Stellantis broadened its hybrid Jeep offering with the launch of the Jeep Grand Cherokee 4xe in the North

American market. Offering up to 48 km of all-electric range and up to 51 km of all-electric city range, the 2023 Grand

Cherokee 4xe features a PHEV system that combines a 2.0 liter four-cylinder turbocharged engine with two electric motors, a

high-voltage battery pack and a TorqueFlite eight-speed automatic transmission.

The Jeep hybrid lineup expanded for Model Year 2021 with the launch of the Jeep Wrangler 4xe for North America,

Europe and China markets. In 2021, the DS9 E-Tense, Peugeot 508 PSE, Peugeot 308 Hybrid, DS4 E-Tense, Opel Vauxhall

Astra Hybrid and Citroën C5 X Hybrid were also launched.

In 2020, the Jeep Renegade and Compass 4xe launched in the European market with a range of up to 50 km on full

electric propulsion at zero emission. The electric units are integrated with the 1.3L turbo gasoline engine to increase

efficiency and overall power with the simultaneous action of the internal combustion engine and the electric motor delivering

up to 240 hp. Also in 2020, Maserati took its first step on its electrification path with the new Maserati Ghibli mild hybrid

equipped with a 2.0L turbo with e-booster and 48-volt BSG.

Beginning in 2019, the DS7 Crossback E-Tense, Peugeot 3008 Hybrid, Peugeot 508 Hybrid and 508 SW Hybrid,

Opel Vauxhall Grandland X Hybrid and Citroën C5 Aircross SUV Hybrid were also launched. These vehicles are available

with two- and four-wheel drive, and have total power of 300hp in the four-wheel drive version and 225hp in the two-wheel

drive version. These vehicles offer ranges of up to 59km (4x4) and 56km (4x2) in full electric mode (WLTP).

Battery Technology

In 2022, Stellantis finalized a joint venture with Samsung SDI for the production of battery cells and modules for

North America, targeted to begin production in Kokomo, Indiana (U.S.) in 2025 with initial annual production capacity of 23

GWh. In 2022, Stellantis and LG Energy Solution also announced a plan to invest $5 billion CAD in a joint venture for

Canada’s first large scale lithium-ion battery production plant, which will be built in Windsor, Canada. The agreement

between Stellantis and LG Energy Solution is subject to customary closing conditions.

In 2022, Stellantis also announced the expansion of its Automotive Research and Development Centre in Canada to,

among other things, establish a battery lab intended to be a center for the development and validation of BEV and PHEV

vehicle cells, modules and battery packs.

In 2020, Automotive Cell Company (“ACC”), a joint venture was formed with Total/Saft, for the development and

manufacture of high-performance batteries for the automotive industry. A research and development center in Bordeaux and

a pilot site in Nersac (France) were established by Automotive Cell Company to develop high-performance lithium-ion

technologies for electric car batteries. Production by the joint venture is planned to be launched in Douvrin (France) in 2023.

In May 2022, Mercedes-Benz AG joined ACC as its third partner.

ACC has also committed to gigafactories located in Kaiserslautern (Germany) and Termoli (Italy), in addition to the

ACC facility in Dourvin (France). These three facilities are expected to combine for aggregate battery production capacity of

120 gigawatt hours (GWh) by 2030.

Vehicle Energy Demand

Stellantis research and development efforts regarding vehicle energy demand have been focused on reducing energy

loss, enhancing integration and improving overall vehicle efficiency.

Reductions in energy losses have been concentrated on weight reduction with the adoption of lightweight materials

for closures and structural components; aerodynamic drag improvements through static shape, aero shields, adjustable height

suspension and active front air dams; and lower rolling resistance tires. Additional development has also included reductions

in driveline energy loss, and the optimization of several electrical loads through the implementation of technologies.

Stellantis continues to undertake development activities on systems integration to find technical solutions for vehicle

energy demand. Internal combustion engines with 12v batteries are designed to be recharged by high efficiency alternators.

The climate control systems on PHEV and BEVs are designed to integrate both the cabin and battery cooling systems with

the adoption of fully electric air conditioning and advanced thermal management systems to control cabin temperatures.

Intellectual Property

Stellantis owns a significant number of patents, trade secrets, licenses, trademarks and service marks, including, in

particular, the marks of its vehicle and component and production systems brands, which relate to its products and services.

We expect the number to grow as we continue to pursue technological innovations. We file patent applications in Europe, the

U.S. and around the world to protect technology and improvements considered important to our business. No single patent is

material to our business as a whole.

Property, Plant and Equipment

As of December 31, 2022, Stellantis manufacturing facilities (including passenger vehicle and light commercial

vehicle assembly, propulsion systems and components plants, and excluding joint ventures), are primarily located in Enlarged

Europe (mainly in France, Germany, Italy, Spain and UK), North America (U.S., Canada and Mexico) and South America

(Brazil and Argentina). Stellantis companies have also historically owned other significant properties including parts

distribution centers, research laboratories, test tracks, warehouses and office buildings. The total carrying value of Stellantis’

property, plant and equipment as of December 31, 2022 was €36.2 billion.

A number of Stellantis manufacturing facilities and equipment, including land and industrial buildings, plant and

machinery and other assets, were and are subject to mortgages and other security interests granted to secure indebtedness to

certain financial institutions. As of December 31, 2022, property, plant and equipment reported as pledged as collateral for

loans amounted to approximately €1.4 billion, excluding Right-of-use assets (refer to Note 11, Property, plant and

equipment).

Stellantis was not aware of any environmental issues that would materially affect the utilization of fixed assets. See

Industrial Environmental Control.

Supply of Raw Materials, Parts and Components

Stellantis purchases a variety of components (including but not exclusively, mechanical, steel, electrical, electronic

and plastic components as well as castings and tires), raw materials, supplies, utilities, logistics and other services from

numerous suppliers. The purchase of raw materials, parts and components has historically accounted for 70-80 percent of

total Cost of revenues. Of these purchases, approximately 15-20 percent relates to the cost of raw materials, including but not

exclusively steel, rubber, aluminum, resin, copper, lead, precious metals (including platinum, palladium and rhodium) and

battery materials (including lithium, manganese, nickel and cobalt).

Stellantis’ focus on quality improvement, cost reduction, product innovation and production flexibility requires the

Company to rely upon suppliers with a focus on quality and the ability to provide cost reductions. Stellantis has valued

relationships with suppliers, and works to establish closer ties with a significantly reduced number of suppliers by selecting

those with a leading position in the relevant markets. In addition, Stellantis formed various partnerships this year in an effort

to secure specific critical raw materials, including but not limited to, nickel, cobalt, lithium, manganese. Some supply

agreements include take or pay conditions or investments in the supplier’s equity. Refer to Note 26, Guarantees granted,

commitments and contingent liabilities for additional information.

Stellantis continued to experience production losses in 2022 as a result of unfilled semiconductor orders and

shortages of certain key components. Stellantis also experienced a significant increase in the cost of raw materials which has

partially been mitigated with merger synergies. Stellantis regularly sources some of its systems, components, parts,

equipment and tooling from a single provider or limited number of providers. As with unfilled semiconductor orders in 2022,

we are at risk of production delays and lost production should any supplier fail to deliver goods and services on time. In

addition, although we have recently entered into several significant agreements with battery and raw material suppliers, as we

implement our vehicle electrification strategy, our dependence on a significant supply of battery components and related raw

materials will also increase. See also “Risk Factors - We face risks associated with increases in costs, disruptions of supply or

shortages of raw materials, parts, components and systems used in our vehicles.” and “Risk Factors - The coronavirus

(COVID-19) pandemic could continue to disrupt the manufacture and sale of our products and the provision of our services

and adversely impact our business.”

Supply of raw materials, parts and components can also be disrupted or interrupted by natural disasters. In such

circumstances, Stellantis works proactively with suppliers to identify material and part shortages and take steps to mitigate

their impact by deploying additional personnel, accessing alternative sources of supply and managing its production

schedules. Stellantis also continues to refine processes to identify emerging capacity constraints in the supplier tiers given the

ramp up in manufacturing volumes to meet volume targets. Furthermore, Stellantis continuously monitors supplier

performance according to key metrics such as part quality, delivery, performance, financial solvency and sustainability.

Employees

At December 31, 2022, Stellantis had a total of 272,367 employees (excluding employees of joint arrangements,

associates and unconsolidated subsidiaries) and a 3.3 percent decrease from December 31, 2021, and a 8.9 percent decrease

from December 31, 2020 on a Pro Forma basis. The following table provides a breakdown of employees as of December 31,

2022, 2021 and 2020 on a Pro Forma basis by geographical area. Figures at December 31, 2020 are the aggregation of former

FCA and former PSA excluding Faurecia.


	At December 31,
	2022	2021	2020 Pro forma
North America	88,835	91,289	95,151
Enlarged Europe	142,681	150,807	158,277
Middle East & Africa	5,311	5,983	4,617
South America	28,968	29,352	35,851
China, India & Asia Pacific	6,572	4,164	4,983
Total	272,367	281,595	298,879

Stellantis employees are free to join any trade union, provided they do so in accordance with local laws and the rules

of the related trade union. Local collective agreements are led by the regions and/or countries which take the global Company

polices into account and reflect local particularities. As of December 31, 2022, approximately 88 percent of our employees

were covered by collective bargaining agreements.

An active dialogue has been maintained in 2022 with various employee representation bodies existing at the national

or transnational level. This is represented in Europe through the European Works Councils of PSA, Fiat and Opel and

Vauxhall, in North America through the union, UAW and in Canada through the union, Unifor.

Trade Unions and Collective Bargaining

Stellantis’ social relations strategy is based on six commitments:

•Stellantis supports the principles of the United Nations Universal Declaration of Human Rights and the

provision of a decent equitable work environment. We work towards providing competitive and living wages

and have contracted with the Fair Wage network, an independent, recognized authority on fair and living wages;

•Stellantis is committed to comply with all applicable labor laws and regulations and aims to apply best practices

in human resources management;

•Stellantis bases social dialogue on relationships with independent labor unions and employee representatives

and seeks workplace cooperation;

•Stellantis’ objective is to negotiate collective bargaining agreements that are pragmatic, inclusive and protective

of its employees;

•Stellantis fosters social dialogue with the workforce on a daily basis; and

•Stellantis monitors social indicators in its subsidiaries and globally discloses in a transparent manner to its

stakeholders.

The Company endorses the International Labor Organization’s (“ILO”) declaration on fundamental principles and

rights at work.

In 2022, approximately 582 collective agreements were in place worldwide.

Stellantis is committed to enacting a high-quality collective agreements strategy, based on a sound understanding of

the Company, seeking out innovative solutions and demonstrating a capacity to reconcile the Company’s economic and social

challenges. During 2022, these included:

•Official launch of a negotiation body to install a common unique European Works Council;

•In Germany, an agreement to merge the commercial operations into one Stellantis National Sales Company and

to align the working conditions of its employees;

•In Poland, a new collective framework agreement for the new LCV plant; and

•Various agreements in Morocco, Argentina and Brazil.

Sales Overview

New vehicle sales represent sales of vehicles primarily by dealers and distributors, or, directly by us in some cases,

to retail customers and fleet customers. Sales include mass-market and luxury vehicles manufactured at our plants, as well as

vehicles manufactured by joint ventures and third party contract manufacturers and distributed under our brands. Sales

figures exclude sales of vehicles that we contract manufacture for other OEMs. While vehicle sales are illustrative of our

competitive position and the demand for our vehicles, sales are not directly correlated to Net revenues, Cost of revenues or

other measures of financial performance in any given period, as such results were primarily driven by vehicle shipments to

dealers and distributors or to retail and fleet customers. For a discussion of our shipments, see FINANCIAL OVERVIEW—

Shipment Information. Sales and market shares for 2020 reported in the tables below are the aggregation of FCA and PSA

while 2021 also includes FCA for the period from January 1 to January 16, prior to the merger. Figures in all tables

represented in this section may not add due to rounding. Additionally, prior period figures have been updated to reflect

current information provided by third party industry sources.

The following table shows new vehicle sales by geographic market for the periods presented:


	Years ended December 31,
	2022	2021	2020
	(millions of units)
North America	1.8	2.0	2.1
Enlarged Europe	2.6	3.1	3.1
Middle East & Africa	0.4	0.4	0.4
South America	0.8	0.8	0.6
China and India & Asia Pacific	0.2	0.2	0.2
Total Regions	5.8	6.6	6.3
Maserati	0.02	0.02	0.02
Total Worldwide	5.8	6.6	6.3

North America

North America Sales and Competition

The following table presents vehicle sales and estimated market share in the North America segment for the periods

presented:


	Years ended December 31,
	2022(1)		2021(1)		2020(1)
North America	Sales	Market Share	Sales	Market Share	Sales	Market Share
	Thousands of units (except percentages)
U.S.	1,547	11.0%	1,777	11.5%	1,821	12.2%
Canada	169	11.4%	161	9.9%	179	11.6%
Mexico	74	6.6%	66	6.3%	59	6.0%
Total	1,791	10.7%	2,005	11.1%	2,058	11.8%

________________________________________________________________________________________________________________________________________________

(1) Estimated market share data presented are based on management’s estimates of industry sales data, which use certain data provided by third-party sources: Canada -

DesRosiers Automotive consultants, Mexico - INEGI (Government National Institute), U.S. - Ward's Automotive

Maserati excluded from volumes and market share

The following table presents estimated new vehicle market share information for Stellantis and our principal

competitors in the U.S., our largest market in the North America segment:


	Years ended December 31,
U.S.	2022	2021	2020
Automaker	Percentage of industry
GM	16.1%	14.4%	17.1%
Toyota	15.0%	15.2%	14.3%
Ford	13.2%	12.4%	13.7%
Stellantis(1)	11.0%	11.5%	12.2%
Hyundai/Kia	10.4%	9.7%	8.2%
Honda	7.0%	9.5%	9.1%
Nissan	5.2%	6.4%	6.0%
Other	22.2%	21.0%	19.3%
Total	100%	100%	100%

________________________________________________________________________________________________________________________________________________

(1) Excluding Maserati

Estimated market share data presented are based on management’s estimates of industry sales data, which use certain data provided by third-party sources: Canada - DesRosiers

Automotive consultants, Mexico - INEGI (Government National Institute), U.S. - Ward's Automotive

U.S. industry sales, including medium and heavy-duty vehicles, in addition to commercial vehicles, were down 1.3

million units in 2022 from 15.4 million units in 2021. Despite an increasing supply of semiconductor chips that affected 2021

sales growth, the industry sales decline in 2022 was due to headwinds driven by inflation, low consumer confidence, pricing

actions and continuing supply chain and production challenges.

Our vehicle line-up in the North America segment primarily leveraged the brand recognition of the Jeep, Ram,

Dodge and Chrysler brands to offer utility vehicles, pickup trucks, cars and minivans under those brands. Vehicle sales and

profitability in the North America segment were generally weighted towards larger vehicles such as utility vehicles, trucks

and vans, consistent with overall industry sales trends in the North America segment, which have become increasingly

weighted towards utility vehicles and trucks in recent years.

The decrease in our 2022 sales compared to 2021 resulted primarily from continuing production headwinds due to

supply chain issues, pricing actions and headwinds driven by inflation. The Company did see pent-up demand for Jeep and

Ram brand vehicles. Product highlights in 2022 include the Jeep Grand Cherokee 4xe and Jeep Wrangler 4xe electric plug-in

models, in addition to strong demand for the Jeep Compass, Ram commercial vehicles, Dodge Charger, Chrysler Pacifica,

and the Grand Wagoneer/Wagoneer.

North America Distribution

In the North America segment, our vehicles are sold primarily to dealers in our dealer network for sale to retail

consumers and to fleet customers. Fleet sales in the commercial channel are typically more profitable than sales in the

government and daily rental channels since they more often involve customized vehicles with more optional features and

accessories; however, vehicle orders in the commercial channel are usually smaller in size than the orders made in the daily

rental channel. Fleet sales in the government channel are generally more profitable than fleet sales in the daily rental channel

primarily due to the mix of products included in each respective channel.

North America Dealer and Customer Financing

In the North America segment, on November 1, 2021, Stellantis acquired First Investors Financial Services Group,

which has been renamed Stellantis Financial Services US Corp (“Stellantis Financial Services U.S.”). Stellantis Financial

Services U.S. will provide U.S. customers and dealers with a complete range of financing options in the near-to-medium

term, including retail loans, leases, and floorplan financing. However, while Stellantis Financial Services U.S. grows,

Stellantis also utilizes independent financial service providers, including Santander Consumer USA Inc. (“SCUSA”) to

provide financing for dealers and retail customers in the U.S. In February 2013, FCA entered into a private label financing

agreement with SCUSA (the “SCUSA Agreement”), under which SCUSA will continue to provide a wide range of wholesale

and retail financial services to dealers and retail customers in the U.S., under the Chrysler Capital brand name. In April 2022,

the SCUSA Agreement was amended and extended through 2025, allowing SCUSA to serve a complementary role to

Stellantis Financial Services U.S. Under the SCUSA Agreement, SCUSA has certain rights, including limited exclusivity to

participate in specified minimum percentages of certain retail financing subvention programs.

As of December 31, 2022, of the current approximately 2,600 Stellantis dealers in the U.S., SCUSA provided

wholesale lines of credit to approximately 9 percent of the dealers while Ally provided 29 percent. For the 2022 sales year,

approximately 80.4 percent of the retail vehicles sold to U.S. retail customers were financed or leased. Of those financed or

leased retail sales, SCUSA, Ally, and Stellantis Financial Services U.S. (still in start-up phase) market share represented 30.5

percent, 13.4 percent, and 1.2 percent respectively.

In Mexico, we have a private label agreement with Banco Inbursa Group in order to provide dealer and retail

customer financing programs.

Following the decision of Stellantis to regroup all financing activities in Mexico for all brands under the partnership

with Inbursa, a share purchase agreement was signed in November 2021, by Banque PSA Finance (“BPF”) with Grupo

Financiero Inbursa for the acquisition by the latter of the entire share capital of BPF Finance México S.A. de C.V., SOFOM.

The sale was completed on December 14, 2022, following the obtaining of necessary authorization by the Mexican

competent authorities.

Enlarged Europe

Enlarged Europe Sales and Competition

The following table presents Stellantis vehicle sales and market share in the Enlarged Europe segment for the

periods presented:


	Years ended December 31,
	2022		2021		2020
Enlarged Europe	Sales	Market Share	Sales	Market Share	Sales	Market Share
	Thousands of units (except percentages)
France	620	33.1%	749	35.8%	755	36.8%
Italy	535	36.3%	637	39.0%	609	39.7%
Germany	371	12.9%	417	14.4%	415	13.0%
UK	268	14.1%	315	15.7%	302	15.6%
Spain	213	22.9%	257	25.4%	259	25.6%
Other	539	14.0%	677	16.3%	696	17.1%
Europe(1)	2,547	19.7%	3,051	22.1%	3,036	22.0%
Other Europe(2)	22	2.0%	47	2.1%	35	1.6%
Total	2,570	18.3%	3,098	19.3%	3,071	19.2%

________________________________________________________________________________________________________________________________________________

(1) EU30 = EU27 (excluding Malta), Iceland, Norway, Switzerland and UK. Industry and market share information is derived from third-party industry sources (e.g. Agence

Nationale des Titres Sécurisés (“ANTS”), Ministry of Infrastructure and Sustainable Mobility (“MIMS”) and ANFAC Spain) and internal information

(2) Other Europe = Eurasia (Armenia, Azerbaijan, Belarus, Georgia, Kazakhstan, Moldova, Russia, Ukraine, Uzbekistan) and other Europe (Albania, Bosnia, Kosovo, Malta,

Montenegro, North Macedonia and Serbia)

Maserati excluded from volumes and market share of the region

The following table summarizes new passenger vehicle market share information and our principal competitors in

Europe, our largest market in the Enlarged Europe segment:


	Years ended December 31,
Europe(1) Passenger Cars	2022	2021	2020
Automaker	Percentage of industry
Volkswagen	23.0%	22.9%	23.7%
Stellantis(2)	19.7%	22.1%	22.0%
Renault	10.1%	10.2%	10.9%
Hyundai/Kia	8.2%	7.4%	6.1%
Toyota	6.8%	6.1%	5.4%
Daimler	6.5%	6.3%	7.1%
Ford	6.5%	6.5%	7.1%
BMW	6.3%	6.2%	6.2%
Other	12.9%	12.2%	11.4%
Total	100%	100%	100%

________________________________________________________________________________________________________________________________________________

(1) 27 members of the European Union excluding Malta and including Iceland, Norway, Switzerland and UK

(2) Excluding Maserati

Estimated market share information is derived from third-party industry sources (e.g., Agence Nationale des Titres Sécurisés (“ANTS”), Ministry of Infrastructure and Sustainable

Mobility (“MIMS”) and ANFAC Spain) and internal information

In 2022, the automotive industry in the Europe 30 decreased by 6.2 percent as compared to 2021 due to supply

constraints and the impact of the war in Ukraine.

The decrease of the Company's overall market share in 2022 in Europe 30 to 19.7 percent is primarily due to a 16.5

percent volume decrease. This is mainly due to a decrease of 17.6 percent in Peugeot, 20.9 percent in Fiat and 18.1 percent in

Citroën. This is offset by marked increases in DS and Alfa Romeo.

Showing the unique strength of our product portfolio, the Company has 4 of the top 10 models based on sales in the

Europe 30: Peugeot 208 at number 1, Fiat 500 at number 6, Opel/Vauxhall Corsa at number 7 and Citroën C3 at number 8.

In 2022, Stellantis reinforced its sales leadership in Passenger Cars (“PC”) and LCV being number 1 in France,

Italy, Spain, Portugal, Belgium and Greece. We also consolidated our leadership in the LCV segment in Europe 30 with a

market share of 30.6 percent.

Stellantis continues to accelerate towards electrification: we are the leader in LEV (PC and LCV) in France, Italy,

Spain and Portugal.

In Enlarged Europe, our sales are largely weighted to passenger cars, with an estimated 65.0 percent of total vehicle

sales in the small car segment (A and B segments) for 2022. This reflects the demand for smaller vehicles due to driving

conditions prevalent in many European cities and stringent environmental regulations.

Enlarged Europe Distribution

In Europe, our relationship with individual dealer entities may be represented by a number of contracts (typically,

we enter into one agreement per brand of vehicles to be sold), and the dealer can sell those vehicles through one or more

points of sale.

We sell our vehicles directly to independent and our owned dealer entities located in most European markets, as well

as to fleet customers (including government and rental). In other markets and in segments in which we do not have a

substantial presence, we have agreements with general distributors.

During 2021, Stellantis engaged in a transformation process by terminating its distribution contracts and at the same

time consulting its networks on the future distribution model. This process was undertaken in anticipation of implementing

new distribution schemes starting July 2023.

Enlarged Europe Dealer and Customer Financing

In the Enlarged Europe segment, dealer and retail customer financing is managed by FCA Bank, a 50 percent joint

venture with Crédit Agricole Consumer Finance S.A. (“CACF”) as for the former FCA brands (Abarth, Alfa Romeo, Dodge,

Fiat, Jeep, Lancia, Chrysler, Maserati and Ram), and by BPF as for the former PSA brands (through two partnerships

described below). FCA Bank operates in Europe, including the five major markets of Italy, France, Germany, Spain and the

UK, and provides dealer and retail financing and, within selected countries, also rentals to support the former FCA vehicle

brands. FCA Bank provides its services to the Maserati luxury brand, as well as certain other OEMs, including Ferrari. The

joint venture with CACF was initially entered into in 2006 and was thereafter renewed with a term extended through

December 31, 2024. BPF operates through two 50 percent joint ventures under the umbrella of two major partnerships in

Europe, one with Group Santander Consumer Finance (“SCF”) for the Peugeot, Citroën and DS brands, and one with BNP

Paribas Personal Finance (“BNPP PF”) for the Opel and Vauxhall brands. The partnership with SCF began in 2015 with an

initial duration of 10 years and with BNPP PF in 2017 with an initial duration of 12 years.

On December 17, 2021, Stellantis announced the intention to reorganize its leasing activities in Europe with the

intention to create a European multi-brand operational leasing company with CACF, (with each of Stellantis and CACF

holding a 50 percent interest) that would result from the combination of the leasing activities of Leasys, a subsidiary

transferred at December 31, 2022, from FCA Bank to LeaseCo, a joint venture held 50 percent by both Stellantis and CACF,

and the activities of Free2Move Lease (“F2ML”), a business unit created within the former Groupe PSA and which aims to

develop the business to business (“B2B”) long-term leasing activity. In addition, the joint ventures with BNPP PF and SCF

are planned to be reorganized so the joint ventures with BNPP PF will operate financing activities in Germany, Austria and in

the UK and joint ventures with SCF will operate financing activities in France, Italy, Spain, Belgium, Poland, the Netherlands

and through a commercial agreement with SCF in Portugal. The joint ventures’ financing activities will cover all Stellantis

brands. The binding agreements governing this reorganization were signed on March 31, 2022, between Stellantis and each of

BNP Paribas Personal Finance, Crédit Agricole Consumer Finance and Santander Consumer Finance and the proposed

transactions are targeted to be completed during the first half of 2023, subject to regulatory approvals including from relevant

authorities and market regulators.

Sales activities within certain Eastern European countries are supported by private label agreements with local banks

covering both the wholesale and retail financing needs.

Middle East & Africa

Middle East & Africa Sales and Competition

The following table presents Stellantis vehicle sales and market share in the Middle East & Africa segment for the

periods presented:


	Years ended December 31,
	2022		2021		2020
Middle East & Africa	Sales	Market Share	Sales	Market Share	Sales	Market Share
	Thousands of units (except percentages)
Turkey	250	31.9%	219	29.7%	248	32.1%
Morocco	34	20.8%	37	21.1%	27	20.3%
Gulf(1)	26	2.4%	33	3.2%	24	2.9%
Overseas France(2)	24	33.8%	23	31.6%	20	30.5%
Israel Zone(3)	22	8.1%	24	7.9%	18	8.0%
Egypt	18	16.5%	42	22.9%	33	25.2%
Other(4)	41	4.4%	33	3.3%	26	3.5%
Total	415	12.0%	411	11.8%	396	13.6%

____________________________________________________________________________________________________

(1) Includes: Bahrain, Kuwait, Oman, Qatar, Saudi Arabia, UAE and Yemen

(2) Includes: French Guiana, Mayotte, Reunion, Martinique and Guadeloupe

(3) Includes: Israel and Palestine

(4) Without banned countries: Iran, Sudan and Syria

Estimated market share information is derived from third-party industry sources of MEA countries (e.g., AMIC (Egypt), ODD (Turkey), AMBG (Saudia Arabia, Qatar, United

Arab Emirates, Yemen) AIVAM (Morocco)) and internal information

Maserati excluded from volumes and market share of the region

In 2022, the total industry volume of Middle East & Africa slightly decreased by 0.8 percent, despite growth in the

Middle East and South Africa markets. Both the Egyptian and Algerian markets decreased by 42.0 percent and 23.9 percent,

respectively, as a result of supply constraints and the sensitivity around the geopolitical environments. Despite these

headwinds, the Company increased its sales volumes by 1.1 percent with 4.4 thousand more deliveries and market share gains

in most of the major countries.

Overall market share of the region reached 12.0 percent, up by 20 basis points compared to 2021. The increase was

primarily due to positive performance in Turkey, Overseas France, South Africa, Israel, Algeria and Tunisia. Despite being

one of the main market brands in Egypt and Algeria, we were limited by supply availability during the year.

Commercial vehicle sales increased by 3.0 percent, up to 108 thousand units, or 15.1 percent market share. Stellantis

secured its number two commercial vehicles position in the region.

The following table summarizes new passenger vehicle market share information and our principal competitors in

the Middle East & Africa:


	Years ended December 31,
G5(1) Middle East & Africa Passenger Cars	2022	2021	2020
Automaker	Percentage of industry
Toyota	20.3%	18.9%	18.2%
Stellantis(2)	14.9%	15.2%	17.1%
Hyundai/Kia	13.9%	14.1%	12.8%
Renault	9.2%	9.2%	11.1%
Volkswagen	6.7%	8.1%	8.6%
Ford	4.7%	4.5%	6.0%
BMW	1.1%	1.1%	1.0%
Daimler	1.4%	1.2%	1.3%
Other	27.8%	27.6%	23.9%
Total	100%	100%	100.0%

________________________________________________________________________________________________________________________________________________

(1) G5: Turkey, Morocco, Israel zone, Gulf and Overseas France

Israel Zone: Israel and Palestine

Gulf: Bahrain, Kuwait, Oman, Qatar, Saudi Arabia, UAE and Yemen

Overseas France: French Guiana, Mayotte, Reunion, Martinica and Guadeloupe

(2) Excluding Maserati

Estimated market share information is derived from third-party industry sources of MEA countries (e.g. AMIC (Egypt), ODD (Turkey), AMBG (Saudia Arabia, Qatar, United Arab

Emirates, Yemen) AIVAM (Morocco)) and internal information

Middle East & Africa Distribution

In Turkey, Peugeot, Citroën, DS and Opel brands are distributed through a national sales company, consolidating

operations for these four brands, whereas Fiat, Alfa Romeo and Jeep brands are distributed by a joint venture with Koc

Automotiv Group, Tofas.

In Morocco, a national sales company is in charge of distributing Fiat, Alfa Romeo, and Jeep, while Peugeot,

Citroën, DS and Opel Brands are managed by local importers.

In South Africa we also operate through a national sales company that distributes Peugeot, Citroën, Opel, Fiat, Jeep

and Alfa Romeo.

In all other markets of the region, we distribute through agreements with local general distributors, with the regional

offices of Stellantis located in Cairo and Dubai coordinating operations in Egypt and Middle East.

Middle East & Africa Dealer and Customer Financing

We operate in Turkey, where the activities related to the FCA brands, are carried out through a 100 percent owned

subsidiary of our joint venture, Tofas that provides financial services mainly to retail customers, while the activities related to

the PSA brands are carried out by a subsidiary of BPF, which markets a range of retail financing and insurance products in

cooperation with a TEB Finansman AS, a subsidiary BNPP PF, and from November 2022, with Garanti Bank, a subsidiary of

BBVA.

Finally, we operate vendor programs with bank partners in other markets to provide access to dealer and retail

customer financing in those markets:

•In South Africa the Stellantis brands sales are supported by Wesbank (South Africa market) covering both

wholesale and retail financing under the FCA Finance South Africa brand; and

•In Morocco by FCA Bank for the dealer financing activity (limited to the FCA brands) while sales to retail

customers are supported by private label agreements with Wafasalaf.

South America

South America Sales and Competition

The following table presents our vehicle sales and market share in the South America segment for the periods

presented:


	Years ended December 31,
	2022(1)		2021(1)		2020(1)
South America	Sales	Market Share	Sales	Market Share	Sales	Market Share
	Thousands of units (except percentages)
Brazil	647	32.9%	636	32.0%	461	23.5%
Argentina	117	30.7%	103	29.1%	83	25.6%
Other South America	81	6.2%	73	6.1%	49	5.9%
Total	844	23.2%	812	22.9%	592	19.0%

_______________________________________________________________________________________________________________________________________________

(1) Estimated market share data presented are based on management’s estimates of industry sales data, which use certain data provided by third-party sources, National

Organization of Automotive Vehicles Distribution and Association of Automotive Producers

Maserati excluded from volumes and market share

The following table presents Stellantis vehicle market share information and our principal competitors in Brazil, our

largest market in the South America segment:


Brazil	Years ended December 31,
	2022(1)	2021(1)	2020(1)
Automaker	Percentage of industry
Stellantis(2)	32.9%	32.0%	23.5%
GM	14.8%	12.2%	17.3%
Volkswagen	14.3%	15.9%	17.4%
Ford	1.1%	2.0%	7.2%
Other	36.9%	37.9%	34.6%
Total	100%	100%	100%

____________________________________________________________________________________________________________________________________________

(1) Estimated market share data presented are based on management’s estimates of industry sales data, which use data provided by ANFAVEA (Associação Nacional dos

Fabricantes de Veículos Automotores)

(2) Excluding Maserati

Automotive industry volumes within the countries in which the South America segment operates increased by 2.7

percent to 3.6 million vehicles (PC and LCV) in 2022 as compared to 2021, which was primarily driven by the unfilled

semiconductor orders which limited vehicle production in 2021. Overall, there was a 0.8 percent decrease in the industry in

Brazil, reflecting the unfilled semiconductor orders, which has affected the production capacity, and a 7.0 percent increase in

the industry in Argentina, reflecting the gradual recovery of sales.

Stellantis’ market share in South America increased 30 basis points from 22.9 percent in 2021 to 23.2 percent in

2022, primarily reflecting market share growth in Brazil, with Fiat as the brand leader. In Brazil, overall market share

increased 90 basis point to 32.9 percent in 2022 from 32.0 percent in 2021 while, in Argentina, overall market share increased

160 basis point to 30.7 percent in 2022 from 29.1 percent in 2021.

Our vehicle line-up in South America leverages the brand recognition of Fiat, as well as the relatively urban

population of countries like Brazil, and offers vehicles in smaller segments, such as the Fiat Argo as well as the Fiat Mobi.

Fiat also led the pickup truck market in Brazil, with the Fiat Strada and the Fiat Toro (both represent a total of 49.9 percent

market share in the segment). Jeep achieved 7.0 percent of the total sales in Brazil and led the SUV segment with 20.0

percent of market share primarily based on the performance of the Jeep Renegade, the Jeep Compass and the Jeep

Commander. Peugeot and Citroën are conquering new consumers and sales grew 41.5 percent and 37.6 percent, respectively

compared to 2021.

South America Distribution

In South America, law in each country regulates retail vehicle distribution. In Brazil and Argentina, distribution is

through dealers of each brand, although it is common for the same distributor to have several stores in order to offer different

brands. In other countries, distribution is through multi-brands importers or dealers.

South America Dealer and Customer Financing

In the South America segment, we provide access to dealer and retail customer financing as well as rental products

through 100 percent owned captive finance companies and also through strategic relationships with financial institutions.

We have three 100 percent owned captive finance companies in the South America segment that offer dealer and

retail customer financing as well as rental services: Banco Fidis S.A. (“Banco Fidis”) and FCA Rental Locadora de

Automoveis Ltda (commercially known as Flua) in Brazil and FCA Compañia Financiera S.A. in Argentina. We also have

two 50 percent owned joint ventures that offer dealer and retail customer financing, PSA Finance Argentina Compañia

Financiera S.A., with Banco Bilbao Vizcaya Argentaria S.A. owning the other 50 percent, and Banco PSA Finance Brasil

S.A., with Banco Santander Brasil S.A. owning the other 50 percent.

In November 2022, two contracts were signed with Banco Santander Brasil S.A. to purchase its 50 percent shares of

both Banco PSA Finance Brasil S.A., a finance company, and PSA Corretora de Seguros e Services Ltd., a company

providing insurance services. Both of these contracts are 50/50 joint ventures with Banco Santander Brasil S.A. The closings

of those two deals are expected to happen before the end of 2023. In addition, in Brazil we have two significant commercial

partnerships with Banco Itaú and Bradesco to provide financing to retail customers purchasing our branded vehicles. Banco

Itaú is a leading vehicle retail financing company in Brazil and our partnership was renewed in August 2013 for a ten-year

term ending in 2023. Under this agreement, which applied only to our retail customers purchasing Fiat branded vehicles,

Banco Itaú has exclusivity on our promotional campaigns and preferential rights on non-promotional financing. We receive

commissions in connection with each vehicle financing above a certain threshold. In July 2015, Fiat Chrysler Automoveis

Brasil (“FCA Brasil”) and Banco Fidis signed a ten-year partnership contract with Bradesco, one of the leading Brazilian

banks, through its affiliate Bradesco Financiamentos, whereby Bradesco Financiamentos finances retail sales of Jeep,

Chrysler, Dodge and Ram vehicles in Brazil. Under this agreement, Bradesco has exclusivity on promotional campaigns and

FCA Brasil promotes Bradesco as FCA Brasil’s official financial partner. Banco Fidis is in charge of the commercial

management of this partnership and receives commissions for this partnership agreement and for acting as banking agent,

based on profitability and penetration.

China and India & Asia Pacific

China and India & Asia Pacific Sales and Competition

The following table presents our vehicle sales and market share in the China and India & Asia Pacific segment:


	Years ended December 31,
	2022(1)(5)		2021(1)(5)		2020(1)(5)
China and India & Asia Pacific	Sales	Market Share	Sales	Market Share	Sales	Market Share
	Thousands of units (except percentages)
China(2)*	94	0.4%	124	0.6%	108	0.5%
Japan	34	1.0%	45	1.2%	41	1.1%
India(3)	20	0.5%	13	0.4%	5	0.2%
Australia	18	1.7%	18	1.8%	14	1.6%
Asean & General Distributors(4)	17	0.5%	13	0.5%	10	0.4%
South Korea	9	0.6%	13	0.9%	12	0.7%
New Zealand	4	2.5%	4	2.8%	3	2.6%
China and India & Asia Pacific major Markets	197	0.6%	230	0.7%	193	0.6%
Total	197	0.5%	230	0.6%	193	0.5%

________________________________________________________________________________________________________________________________________________

* Includes Hong Kong and Taiwan

(1) Estimated market share information is derived from third-party industry sources of China & Asia Pacific countries (e.g. CADA and CPCA (China PC Domestic), CATARC

(China PC Import), FCAI (Australia), SIAM (India PC), JADA and JAIA (Japan), MIA (New Zeeland), IHS (Thailand), MAA (Malaysia)) and internal information

(2) Data include vehicles sold by our joint ventures in China for Stellantis brands

(3) India market share is based on wholesale volumes

(4) Asean & General Distributors (“AGD”) includes Bangladesh, Brunei, Cambodia, French Polynesia, Indonesia, Malaysia, Myanmar, Nepal, New Caledonia, Philippines,

Singapore, Sri Lanka, Thailand and Vietnam

(5) Sales reflect retail deliveries. China and India & Asia Pacific industry reflects aggregate for major markets where the Company competes (China (PC), Japan (PC), India

(PC), South Korea (PC and Pickups), Australia, New Zealand and AGD). Market share is based on retail/registrations except, as noted above, in India where market share is

based on wholesale volumes

Maserati excluded from volumes and market share

The automotive industry in the India & Asia Pacific segment has shown a year-over-year growth, with industry sales

increased by 7.4 percent to 13.6 million units in 2022 compared to 2021. The increase in demand was primarily driven by key

markets: India with an increase of 23.0 percent due to new model launches from local OEMs lifting the market, AGD with an

increase of 14.9 percent and in Australia an increase of 1.8 percent, as both markets started to recover from the

semiconductor shortage. However, South Korea experienced a decrease of 2.9 percent and Japan a decrease of 6.2 percent,

with both markets impacted negatively by unfilled semiconductor orders during the year. In 2022, 26.9 million vehicles

(passengers cars and commercial vehicles) were sold in China, which represents a 2.1 percent year-over-year increase.

We sell a range of vehicles in the China and India & Asia Pacific segment, including small and compact cars,

premium mid-size cars, utility vehicles and light commercial vehicles. Although our smallest segment by vehicle sales, China

and India & Asia Pacific segment represents a significant growth opportunity and we are invested in building relationships

with key partners in India to increase our manufacturing footprint and presence in the region. In the China and India & Asia

Pacific segment we also distribute vehicles that are manufactured in the U.S. and Europe through our dealers and distributors.

China and India & Asia Pacific Distribution

In the key markets in the China and India & Asia Pacific segment (China, Australia, India, Japan, South Korea and

AGD), we sell our vehicles through 100 percent owned subsidiaries or through our joint venture, DPCA JV to local

independent dealers. On October 31, 2022, the two shareholders of the GAC-Stellantis JV have approved a resolution

authorizing the JV to file for bankruptcy. Stellantis will focus on distributing imported vehicles for the Jeep brand in China

through an asset-light approach. The Dongfeng Peugeot Citroën Automobile Sales Co (“DPCS”) markets the vehicles

produced by DPCA in China. We operate through national sales companies in Australia, Japan, India and South Korea. In

AGD and smaller markets, we have agreements with general distributors.

China and India & Asia Pacific Dealer and Customer Financing

In China, we operate a 100 percent owned captive finance company, FCA Automotive Finance Co., Ltd, which

supports our sales activities in China through dealer and retail customer financing. Cooperation agreements are also in place

with third-party financial institutions to provide dealer network and retail customer financing in India, South Korea, Australia

and Japan.

In 2022, Stellantis and Dongfeng Motor Group (“Dongfeng”) agreed to reshape the relationships initially established

through two joint finance companies, namely Dongfeng Peugeot Citroën Auto Finance Company Ltd (“DPCAFC”) and

Dongfeng Peugeot Citroën Financial Leasing Co (“DPCFLC”), which provide the financing of the Dongfeng Peugeot and

Dongfeng Citroën brands in China as well as leasing solutions. This resulted in the signature of two equity transfer

agreements, one relating to the acquisition by Dongfeng of all of the equity shares held in DPCAFC by Stellantis and by

DPCA JV, and one relating to the acquisition by Stellantis of all of the equity shares held in DPCFLC by Dongfeng.

Following the signature of these two agreements, the acquisition by Dongfeng of the entire equity shares in DPCAFC

occurred on December 15, 2022. The acquisition by Stellantis of Dongfeng’s equity shares held in DPCFLC is expected to

close in the first half of 2023 after the necessary regulatory approvals.

Maserati

In 2022, Maserati launched the all-new Grecale SUV which is available in three versions (GT, Modena and Trofeo)

and with a wide choice of propulsion systems, from conventional combustion to hybrid engines. In addition, Maserati

revealed the spyder version of its MC20: Maserati MC20 Cielo, with a retractable hard top.

The following table shows the distribution of Maserati sales by geographic regions and as a percentage of total sales

for each of the years ended December 31, 2022, 2021 and 2020:


	2022 Sales	As a percentage of 2022 sales	2021 Sales	As a percentage of 2021 sales	2020 Sales	As a percentage of 2020 sales
U.S./Mexico	6,945	29.7%	7,765	32.0%	5,258	30.6%
Europe top 4(1)	5,442	23.3%	3,434	14.1%	2,649	15.4%
China	4,680	20.0%	7,357	30.3%	4,602	26.8%
Japan	1,238	5.3%	1,080	4.5%	893	5.2%
Other countries	5,099	21.8%	4,633	19.1%	3,764	21.9%
Total	23,404	100%	24,269	100%	17,166	100%

________________________________________________________________________________________________________________________________________________

(1) Italy, United Kingdom, Germany and Switzerland

China includes Hong Kong

U.S. includes Mexico and Puerto Rico

In 2022, a total of 23.4 thousand Maserati vehicles were sold, slightly lower compared to 2021 as a result of sales

performance in China mainly due to pandemic restrictions partially offset by significant increase in Europe and other key

markets as a result of the Grecale launch.

FCA Bank provides access to dealer and retail customer financing for Maserati brand vehicles in Europe and our

100 percent owned captive finance company, FCA Automotive Finance Co. Ltd, provides dealer and retail financing in

China. In the U.S., JPM Chase provides retail financing. In other regions, we rely on local agreements with financial services

providers for the financing of Maserati brand vehicles to dealers and end customers.

Cyclical Nature of the Business

As is typical in the automotive industry, Stellantis’ vehicle sales are highly sensitive to general economic conditions,

availability of low interest rate vehicle financing for dealers and retail customers and other external factors, including fuel

prices, and as a result could vary substantially from quarter to quarter and year to year. Retail consumers tend to delay the

purchase of a new vehicle when disposable income and consumer confidence is low. Moreover, increases in inflation may

lead to subsequent increases in the cost of borrowing and availability of affordable credit for vehicle financing, which may

further influence retail consumers to delay the purchase of a new vehicle. In addition, Stellantis’ vehicle production volumes

and related revenues could vary from month to month, sometimes due to plant shutdowns, which could occur for several

reasons including raw material or component unavailability, production changes from one model year to the next and actions

to balance vehicle supply and demand fluctuations and also to adjust dealer stock levels appropriately. Plant shutdowns,

whether associated with model year changeovers or other factors such as temporary supplier interruptions, could have a

negative impact on Stellantis’ revenues and working capital as Stellantis continues to pay suppliers under established terms

while Stellantis would not receive proceeds from vehicle sales. Refer to Liquidity and Capital Resources—Liquidity

Overview for additional information.

Legal Proceedings

Takata airbag inflators

Putative class action lawsuits were filed in March 2018 against FCA US LLC (“FCA US”), a wholly owned

subsidiary of Stellantis, in the U.S. District Courts for the Southern District of Florida and the Eastern District of Michigan,

asserting claims under federal and state laws alleging economic loss due to Takata airbag inflators installed in certain of our

vehicles. The cases were subsequently consolidated in the Southern District of Florida. On November 8, 2022, the Court

granted summary judgement in FCA US’s favor against all claimants except those in Georgia and North Carolina. FCA US

has moved to dismiss all remaining claims and decisions on those motions are pending.

Emissions Matters

On January 10, 2019, FCA US announced it had reached final settlements on civil environmental and consumer

claims with the U.S. Environmental Protection Agency (“EPA”), the Civil Division of the U.S. Department of Justice

(“DoJ”), the California Air Resources Board (“CARB”), the State of California, 49 other States and U.S. Customs and Border

Protection, for which we accrued €748 million during the year ended December 31, 2018. Approximately €350 million of the

amount accrued by FCA US, which was prior to the merger, was related to civil penalties to resolve differences over diesel

emissions requirements. A portion of the amount accrued, prior to the merger, was attributable to settlement of a putative

class action on behalf of consumers in connection with which FCA US agreed to pay an average of $2,800 per vehicle to

eligible customers affected by the recall. That settlement received final court approval on May 3, 2019. On April 9, 2021,

FCA US reached an agreement with substantially all of the approximately 3,200 consumers that exercised their right to opt

out of the class action settlement to settle their claims for an amount that is not material to the Company.

In September 2019, the DoJ filed criminal charges against an employee of FCA US for, among other things, fraud,

conspiracy, false statements and violations of the Clean Air Act primarily in connection with efforts to obtain regulatory

approval of the vehicles that were the subject of the civil settlements described above. In April 2021, two additional

employees of a Stellantis subsidiary were indicted by the DoJ on similar charges. The three employees were placed on

administrative leave following their indictments. On June 3, 2022, FCA US announced that it had agreed to a settlement to

resolve the DoJ, Criminal Division’s investigation as it relates to FCA US. The settlement, which received court approval,

includes a guilty plea, a fine of approximately $96 million, and the forfeiture of approximately $204 million in gains. Prior to

the merger, we accrued approximately €200 million during the three months ended September 30, 2020 as our best estimate

of probable loss with regard to matters under discussion. In light of subsequent progress in our discussions with the DoJ,

Criminal Division, we increased our accrual for this matter to approximately €266 million as of December 31, 2021, which is

sufficient to cover the forfeiture and penalty imposed by the plea agreement. We remain subject to a number of related

private lawsuits (the “Non Opt-Out Litigation”).

We have also received inquiries from other regulatory authorities in a number of jurisdictions as they examine the

on-road tailpipe emissions of several automakers’ vehicles and, when jurisdictionally appropriate, we continue to cooperate

with these governmental agencies and authorities.

In Europe, we have continued to work with the Italian Ministry of Transport (“MIT”) and the Dutch Vehicle

Regulator (“RDW”), the authorities that certified FCA diesel vehicles for sale in the European Union, and the UK Driver and

Vehicle Standards Agency in connection with their review of several diesel models.

We also responded to inquiries from the German authority, the Kraftfahrt-Bundesamt (“KBA”), regarding emissions

test results for FCA diesel vehicles, and discussed the KBA reported test results, our emission control calibrations and the

features of the vehicles in question. After these initial discussions, the MIT, which has sole authority for regulatory

compliance of the vehicles it has certified, asserted its exclusive jurisdiction over the matters raised by the KBA, tested the

vehicles, determined that the vehicles complied with applicable European regulations and informed the KBA of its

determination. Thereafter, mediations were held under European Commission (“EC”) rules, between the MIT and the

German Ministry of Transport and Digital Infrastructure, which oversees the KBA, in an effort to resolve their differences.

The mediation concluded and no action was taken with respect to FCA. In May 2017, the EC announced its intention to open

an infringement procedure against Italy regarding Italy's alleged failure to respond to EC's concerns regarding certain FCA

emission control calibrations. The MIT responded to the EC's allegations by confirming that the vehicles' approval process

was properly performed. On December 2, 2021, the EC notified Italy of its position that Italy did not comply with its

obligation to enforce EU emission type approval rules.

In December 2019, the MIT notified FCA of communications with the Dutch Ministry of Infrastructure and Water

Management (“I&W”) regarding certain irregularities allegedly found by the RDW and the Dutch Center of Research TNO in

the emission levels of certain Jeep Grand Cherokee Euro 5 models and a vehicle model of another OEM containing a Euro 6

diesel engine supplied by FCA. In January 2020, the Dutch Parliament published a letter from the I&W summarizing the

conclusions of the RDW regarding those vehicles and engines and indicating an intention to order a recall and report their

findings to the Public Prosecutor, the EC and other Member States. FCA engaged with the RDW to present our positions and

cooperate to reach an appropriate resolution of this matter. FCA proposed certain updates to the relevant vehicles that have

been tested and approved by the RDW and are now being implemented. Nevertheless, this matter is still pending.

In addition, as part of the judicial investigation of several automakers in France, commencing in 2016 and 2017,

Automobiles Peugeot and Automobiles Citroën were placed under examination by the Judicial Court of Paris in June 2021 on

allegations of consumer fraud in connection with the sale of Euro 5 diesel vehicles in France between 2009 and 2015. In July

2021, FCA Italy was placed under examination by the same court for possible consumer fraud in connection with the sale of

Euro 6 diesel vehicles in France between 2014 and 2017. FCA Italy was also designated as a material witness in connection

with allegations of obstruction of the actions of an economy ministry antifraud inspector in 2016 and 2017. As is typical in a

French criminal inquiry, each of the companies were required to pay bail for the potential payment of damages and fines and

to ensure representation in court, and to provide a guarantee for the potential compensation of losses. None of these amounts

were, individually or in the aggregate, material to the Company.

In July 2020, unannounced inspections took place at several of FCA’s sites in Germany, Italy and the UK at the

initiative of the Public Prosecutors of Frankfurt am Main and of Turin, as part of their investigations of potential violations of

diesel emissions regulations and consumer protection laws. In April 2022, former FCA companies received an order to

produce documents to the Public Prosecutors. In October 2022, inspections took place at the Italian offices of FCA Italy and

Maserati and at the German office of Maserati Deutschland. The Public Prosecutor of Frankfurt has also informed us that it is

conducting a criminal investigation regarding the emissions of certain PSA diesel engines installed in approximately 1,000

PSA vehicles and 29,000 Mitsubishi vehicles sold in Germany. We continue to cooperate with these investigations.

We also face class actions and individual claims in several European countries. Several former FCA and PSA

companies and our Dutch dealers have been served with two class actions filed in the Netherlands by Dutch foundations

seeking monetary damages and vehicle buybacks in connection with alleged emissions non-compliance of certain diesel

vehicles. We have also been notified of a potential class action on behalf of Dutch consumers alleging emissions non-

compliance of certain former FCA vehicles sold as recreational vehicles, as well as a securities class action in the

Netherlands, alleging misrepresentations by FCA, now Stellantis. A class action alleging emissions non-compliance has also

been filed in Portugal regarding former FCA vehicles and similar claims in the UK regarding former FCA and PSA vehicles

are in a pre-litigation phase. We are also defending approximately 11,300 individual consumer claims alleging emissions

non-compliance of certain former FCA vehicles in Germany and approximately 150 in Austria.

In December 2018, the Korean Ministry of Environment (“MOE”) announced its determination that approximately

2,400 FCA vehicles imported into Korea during 2015, 2016 and 2017 were not emissions compliant and that the vehicles

with a subsequent update of the emission control calibrations voluntarily performed by FCA, although compliant, would have

required re-homologation of the vehicles concerned. In May 2019, the MOE revoked certification of the above-referenced

vehicles and announced an administrative fine for an amount not material to the Company which has been paid by our

Korean subsidiary. Our appeal of the MOE’s decision was rejected and we are no longer pursuing appeals other than in

connection with calculation of the fine. Our Korean subsidiary has also paid an administrative fine, in an amount not material

to the Company, imposed by the Korean Fair Trade Commission for a purported breach of the Act on Fair Labeling and

Advertisement in connection with these vehicles.

In November 2021, the MOE issued notice of its intention to impose a recall order, revocation of certification and an

administrative fine on the basis of the alleged non-compliance of approximately 2,250 other FCA vehicles. The amount of the

administrative fine is not material to the Company. We are waiting for the MOE to issue the final disposition on this matter.

Our subsidiary in Seoul, Korea is also cooperating with local criminal authorities in connection with their review of these

matters. In both cases, the authorities decided to not refer the matter to prosecutors, as they had found no evidence of

wrongdoing by our Korean subsidiary.

National Training Center

On January 27, 2021, FCA US announced an agreement with the U.S. Attorney’s Office for the Eastern District of

Michigan to resolve its investigation into past misconduct of certain former FCA US employees involving the UAW-Chrysler

National Training Center (“NTC”). Pursuant to the agreement, which received court approval on July 19, 2021, FCA US

agreed to plead guilty to a single count of conspiracy to violate the Labor Management Relations Act and the payment of a

fine in an amount that is not material to the Company and which was accrued prior to the merger. FCA US also agreed to

implement an independent compliance monitor for three years with respect to the dissolution of the NTC and internal controls

as they relate to the trusts being implemented to replace the NTC.

Several putative class action lawsuits have been filed against FCA US in U.S. federal court alleging harm to UAW

workers as a result of these acts. Those actions have been dismissed both at the trial court stage and on appeal. Three

plaintiffs in these lawsuits also filed charges alleging unfair labor practices with the U.S. National Labor Relations Board (the

“Board”). The Board issued a complaint regarding these allegations and sought a cease and desist order as well as the posting

of a notification with respect to the alleged practices, but subsequently dismissed the charges.

On July 20, 2020, a group of employees in FCA’s Toledo, Ohio Jeep plant filed a lawsuit in U.S. District Court for

the Northern District of Ohio against FCA US, the UAW and certain individuals claiming violations of the Racketeer

Influenced and Corrupt Organizations (“RICO”) Act and civil conspiracy. On October 20, 2020, FCA US filed a motion to

dismiss. Plaintiffs filed their second amended complaint on June 25, 2021. Briefing on the motion to dismiss has been stayed

pending decisions on motions to dismiss in two related cases in the U.S. District Court for the Eastern District of Michigan.

On October 16, 2020 and February 28, 2021, lawsuits were filed in U.S. District Court for the Eastern District of

Michigan, by groups of current and former employees making similar claims. The court granted our motion to dismiss one of

the cases and that decision has been appealed by plaintiffs. Our motion to dismiss the other case remains pending.

General Motors Litigation

On November 20, 2019, General Motors LLC and General Motors Company (collectively, “GM”) filed a lawsuit in

the U.S. District Court for the Eastern District of Michigan against FCA US, FCA N.V., now Stellantis N.V., and certain

individuals, claiming violations of the RICO Act, unfair competition and civil conspiracy in connection with allegations that

FCA US made payments to UAW officials that corrupted the bargaining process with the UAW and as a result FCA US

enjoyed unfair labor costs and operational advantages that caused harm to GM. GM also claimed that FCA US had made

concessions to the UAW in collective bargaining that the UAW was then able to extract from GM through pattern bargaining

which increased costs to GM and that this was done by FCA US in an effort to force a merger between GM and FCA N.V.

The court dismissed GM’s lawsuit with prejudice. GM subsequently appealed the dismissal to the U.S. Court of Appeals for

the Sixth Circuit the court affirmed the dismissal of GM’s complaint. On January 9, 2023, GM filed a petition with the U.S.

Supreme Court, seeking review of the Sixth Circuit’s decision.

Following dismissal of its Federal court case, GM filed an action against FCA US and FCA N.V., now Stellantis

N.V., in Michigan state court, making substantially the same claims as it made in the federal litigation. On October 15, 2021,

the court granted Stellantis N.V. and FCA US’s motion for summary disposition. GM filed a motion for reconsideration and

on December 6, 2021, the court granted GM’s motion, permitting GM to amend its complaint. GM filed a second amended

complaint on December 23, 2021. On May 16, 2022, the court denied FCA US’s motion for summary disposition and

permitted discovery to proceed against FCA US. On July 20, 2022, the court granted Stellantis N.V.’s motion for summary

disposition, but on November 28, 2022 the court granted GM’s motion for reconsideration and permitted jurisdictional

discovery to proceed against Stellantis N.V..

Tigershark Engine

In addition, putative class action lawsuits have been filed against FCA US and consolidated into a single action in

U.S. District court in Michigan asserting claims under federal and state laws claiming manufacturing and design defects in

certain vehicles equipped with the 2.4L Tigershark engine, which has been installed in approximately 1.6 million vehicles

sold in the U.S. The claims allege excessive oil consumption and related excess emissions. In November 2021, we entered

into an agreement in principle to settle the litigation, contingent on court approval, for an amount that is not material to the

Company. The court granted final approval of the settlement in December 2022.

Environmental and Other Regulatory Matters

At Stellantis, we engineer, manufacture and sell our products and offer our services around the world, subject to

requirements applicable to our products that relate to vehicle emissions, fuel economy, emission control software calibration

and on-board diagnostics and vehicle safety, as well as those applicable to our manufacturing facilities that relate to stack

emissions, the management of waste, water and hazardous materials, prohibitions on soil contamination, and worker health

and safety. Our vehicles and the propulsion systems that power them must also comply with extensive regional, national and

local laws and regulations (including those that regulate end-of-life vehicles (“ELVs”) and the chemical content of our parts).

In addition, vehicle safety regulations are becoming increasingly strict.

We are subject to a range of global regulatory requirements affecting our facilities and products, and compliance

with these requirements involves significant costs and risks. We consistently monitor the relevant global regulatory

requirements affecting our facilities and products and adjust our operations and processes as we seek to remain in

compliance, although we may from time to time fail to meet a particular regulatory requirement. See “Risk Factors-Risks

Related to the Legal and Regulatory Environment in which We Operate-Current and more stringent future or incremental

laws, regulations and governmental policies, including those regarding increased fuel efficiency requirements and reduced

greenhouse gas and tailpipe emissions, have a significant effect on how we do business and may increase our cost of

compliance, result in additional liabilities and negatively affect our operations and results.” and “Risk Factors-Risks Related

to the Legal and Regulatory Environment in which We Operate-We remain subject to ongoing diesel emissions investigations

by several governmental agencies and to a number of related private lawsuits, which may lead to further claims, lawsuits and

enforcement actions, and result in additional penalties, settlements or damage awards and may also adversely affect our

reputation with consumers.”

Automotive Tailpipe Emissions

Numerous laws and regulations place limits on vehicle emissions, including standards on tailpipe exhaust emissions

standards and evaporative emissions. These standards govern a category of emissions called “criteria emissions” that does not

include greenhouse gases (“GHGs”). Related laws impose requirements on how vehicles’ emission control systems are

designed to ensure emissions are controlled in normal, real driving conditions, as well as requirements to employ diagnostic

software to identify and diagnose problems with emission control components, which if undiagnosed could lead to higher

emissions. This diagnostic software is called an on-board diagnostic system (“OBD”).

All global jurisdictions require manufacturers to conduct vehicle testing to demonstrate compliance with these

emissions limits for the useful life of a vehicle as a prerequisite to obtaining emission compliance certification before any

vehicle can be sold.

These requirements become more challenging each year, especially in light of increased global scrutiny of diesel

emission control systems and we expect these emissions and certification requirements will continue to become even more

rigorous worldwide.

North America Region

The U.S. Environmental Protection Agency (“EPA”) has established federal Tier 3 emissions standards, and federal

law allows the CARB to also establish its Low Emission Vehicle (“LEV”) III emission standards. CARB is now in the

process of adopting Advanced Clean Car II Regulations (“ACC II”), which will establish revised standards for new 2026 and

subsequent model year California light-duty vehicles.

EPA and CARB both review manufacturers’ emission control software design as part of their emission certification

evaluation, whereas EPA has delegated the administration of OBD software requirements to CARB.

In addition to its LEV III emissions standards, CARB regulations also require that a specified percentage of cars and

certain light-duty trucks sold in California qualify as zero emission vehicles, such as electric vehicles, hybrid electric vehicles

or hydrogen fuel cell vehicles. ACC II will require that ZEV sales increase to 100 percent of new vehicle sales by the 2035

model year. Federal law further allows other states to adopt CARB’s criteria emission, GHG and ZEV standards. Other states

have adopted or are in the process of adopting CARB standards.

Manufacturers must comply with EPA’s and CARB’s criteria emission standards at a vehicle-level as well as a

sales-weighted fleet level, whereas CARB’s ZEV requirements, to the extent enforceable, are fleet-only standards.

For a discussion of inquiries into our compliance with certain regulations in the U.S., see Note 26, Guarantees

granted, commitments and contingent liabilities within the Consolidated Financial Statements included elsewhere in this

report. See also “Risk Factors-Risks Related to the Legal and Regulatory Environment in which we Operate-Current and

future more stringent or incremental laws, regulations and governmental policies, including those regarding increased fuel

efficiency requirements and reduced greenhouse gas and tailpipe emissions, have a significant effect on how we do business

and may increase our cost of compliance and negatively affect our operations and results.”

Enlarged Europe Region

In Europe, emissions are regulated by the European Union (“EU”) and the United Nations Economic Commission

for Europe (“UNECE”). The EC imposes standardized emission control requirements on vehicles sold in all 27 EU member

states, while non-EU countries bound by the “1958 UN Agreement” (an agreement concerning the adoption of uniform

technical prescriptions for wheeled vehicles, equipment and parts which can be fitted or used on wheeled vehicles and the

conditions for reciprocal recognition of approvals granted on the basis of these prescriptions) apply regulations under the

UNECE framework. EU Member States can provide tax incentives/contributions for the purchase of vehicles that are rated as

zero emission vehicles (such as BEVs) or for vehicles that meet emission standards earlier than the compliance date. Vehicles

must meet emission requirements and receive specific approval from an appropriate Member State authority before they can

be sold in any EU Member State, and these regulatory requirements include random testing of newly assembled vehicles and

market surveillance testing of vehicles in the field for emission compliance.

Euro 6 emission levels are currently in effect for all passenger cars and light commercial vehicles which required

additional technologies and increased the cost of diesel engines compared to prior Euro 5 standards. These new technologies

have put additional cost pressures on the already challenging European market for small and mid-size diesel-powered

vehicles. Further requirements of Euro 6 have been developed by the EU and are effective for all new passenger cars and

light commercial vehicles. In addition to WLTP, the new real driving emissions (“RDE”) test procedure to directly assess the

regulated emissions of light duty vehicles under real driving conditions is effective. More stringent test requirements related

to RDE, as well as requirements relating to On-board Fuel and/or Energy Consumption Monitoring Device for Fuel

Consumption Monitoring, is effective for all new passenger cars registered after January 1, 2021 and all new light

commercial vehicles registered after January 1, 2022.

For a discussion of inquiries from relevant governmental agencies in the European Union, see Note 26, Guarantees

granted, commitments and contingent liabilities within the Consolidated Financial Statements included elsewhere in this

report. See also “Risk Factors-Risks Related to the Legal and Regulatory Environment in which we Operate-We remain

subject to diesel emissions investigations by several governmental agencies and to a number of related private lawsuits, as

well as other claims and lawsuits which may lead to further enforcement actions, penalties or damage awards and may also

adversely affect our reputation with consumers”

South America Region

Certain countries in South America follow U.S. procedures, standards and OBD requirements, while others follow

the European procedures, standards and onboard diagnostic requirements described above. In Brazil, vehicle emission

standards are regulated by the Ministry of the Environment and have been in place since 1988 for passenger cars and light

commercial vehicles (PROCONVE). The current phase of regulations (PROCONVE L7) set new fuel efficiency and safety

standards from January 2022 and a next step (PROCONVE L8) will come into effect in January 2025 with fleet target limits

(US BIN methodology) and RDE limits. Argentina has implemented regulations that mirror the EU Euro 5 standards for all

new vehicles. In Chile, implementation of Euro 6 standards occurred in 2022 for new homologations and will go into effect in

2023 for all licensed vehicles.

China and India & Asia Pacific Region

China 6 standards were released in 2016 and were applied nationwide, beginning in January 2021, with China 6a

thresholds and will be updated by July 2023 with China 6b thresholds. China 6a and 6b have more stringent tailpipe

emissions thresholds than Euro 6, implement OBD requirements similar to U.S. OBD II and evaporative emission control

requirements, and add RDE and U.S. onboard refueling vapor recovery requirements. Prior to July 2023, RDE is required for

monitoring only and the emission durability mileage is set at 160,000 kilometers. Beginning July 2023, RDE conformity

factor 2.1 will be implemented and emission durability mileage will be extended to 200,000 kilometers. Some regions within

China implemented China 6b in 2019 such as Shanghai, Guangzhou, Shenzhen, Yangtze River Delta, Pearl River Delta,

Chengdu, Chongqing and Tianjin. Beijing implemented China 6b at the beginning of 2020.

South Korea implemented regulations that are similar to California’s LEV III regulations beginning in 2016 and

became fully required in 2019 for all gasoline vehicles. Diesel vehicles are required to meet Euro 6 EU emissions

requirements. Japan adopted the WLTP without Extra High phase in 2018 for new models and for all models beginning

January 2021. WLTP is a global harmonized standard for regulating GHG emissions, non-GHG pollutants, and fuel or energy

consumption for light-duty vehicles and electric range for battery electric vehicles or hybrids.

India implemented nationwide Bharat Stage VI (“BSVI”) Emission norms (equivalent to Euro 6) in April 2020.

Stage 2 of BSVI norms (with more stringent OBD limits, RDE and an in-use performance ratio) will be implemented

beginning April 2023. The conformity Factor (“CF”) for RDE has not been confirmed but a two-stage implementation for

RDE CF (Stage 1 in April 2023 and Stage 2 in April 2024) is under discussion. Currently E5 fuel is the reference fuel for

BSVI, and there is a plan to change the fuel to E20 in April 2025.

In addition, Australia is developing a revised Regulatory Impact Statement to introduce mandatory Euro 6 standards

beginning in 2027 while Euro 5 standards are expected to remain in force until that time.

Automotive Fuel Economy and Greenhouse Gas Emissions

North America Region

In the U.S., since the enactment of the 1975 Energy Policy and Conservation Act, the National Highway Traffic

Safety Administration (“NHTSA”) has enforced minimum CAFE for fleets of new passenger cars and light-duty trucks sold

in the U.S. for each model year. CAFE standards apply to all domestic and imported passenger car and light-duty truck fleets

and currently target year-over-year increases in fuel economy. The requirement is scaled based on vehicle footprint size. The

CAFE standards require that passenger cars imported into the U.S. from outside of North America are averaged separately

from those manufactured within North America, and domestic cars and light duty trucks are also considered separately.

In 2012, EPA promulgated its first GHG rule under the federal Clean Air Act, which required manufacturers to

comply with a similar footprint-based GHG standard, the stringency of which increases year-over-year through 2025. The

GHG rule does not require separate domestic passenger car compliance reporting but, like the CAFE program, light trucks are

reported separately from passenger cars.

In September 2019, EPA and NHTSA issued the first two parts of a new rule, which the agencies called the Safer

Affordable Fuel Efficient Vehicle Rule (the “SAFE Rule”).

In April 2020, EPA and NHTSA issued SAFE Part 2, which established new GHG and CAFE standards.

In August and September 2021, EPA and NHTSA published proposed GHG and fuel economy regulations,

respectively. These regulations impose GHG and fuel economy standards that are stricter than the SAFE 2 Rule’s standards.

EPA published its final GHG regulation in December 2021, which includes stricter standards for model years 2023 through

2026. Similarly, NHTSA published its final fuel economy regulation in April 2022, which increased stringency for model

years 2024 through 2026. In addition, EPA reinstated California’s legal right to have and enforce its GHG and ZEV programs

in March 2022. For more information, please refer to “RISK MANAGEMENT - Risk Factors - Current and more stringent

future or incremental laws, regulations and governmental policies, including those regarding increased fuel efficiency

requirements and reduced greenhouse gas and tailpipe emissions, have a significant effect on how we do business and may

increase our cost of compliance, result in additional liabilities and negatively affect our operations and results.”

In April 2022, NHTSA published a final rule repealing an interim final rule issued in January 2021 and reverting to

the December 2016 final rule which, beginning with the 2019 Model Year, increased the CAFE civil penalty rate from $5.00

to $14.00 for every tenth of a mile per gallon the new vehicles fall short of required fuel economy standards. This amount is

multiplied by the number of noncomplying vehicles sold. NHTSA is expected to continue to make mandatory inflation

adjustments to the CAFE civil penalty rate, as required by law for all civil monetary penalties. Applying the annual inflation

adjustment procedures did not result in an increase in the $14.00 rate through 2021 Model Year, but did result in an increased

fine rate to $15.00 for 2022 Model Year vehicles. For more information, refer to Note 26, Guarantees granted, commitments

and contingent liabilities in the Consolidated Financial Statements included elsewhere in this report.

On March 9, 2022, the EPA reinstated California’s authority under the Clean Air Act to enforce its own, more

stringent, GHG emission standards for passenger vehicles and light duty trucks (the “California Waiver”). California

emission standards covered by the California Waiver may be adopted by other states and to date 17 other states and the

District of Columbia (the “California Waiver States”) have adopted California’s GHG emissions standards under the

California Waiver. 

 Prior to the EPA’s withdrawal of the California Waiver, automotive OEMs were deemed to be compliant with

California’s GHG emissions standards if they were compliant with the EPA’s GHG standards. This “deemed to comply”

mechanism was removed from the California regulation prior to the reinstatement of the California Waiver. As interpreted by

CARB, the EPA’s reinstatement of the California Waiver together with the removal of the “deemed to comply” mechanism

means that automotive OEMs are retroactively subject to the separate California GHG standards beginning with the model

year 2021 fleet. OEMs may achieve compliance with the California GHG emission standards in several ways, including

through the sale of emission-compliant vehicles within their fleet for a given model year, through the carryforward or

carryback of excess credits generated by a compliant fleet in past or future years, by the purchase of California-specific

regulatory credits from third parties or by a combination of the foregoing.

For heavy duty vehicles (>8,500 pound gross vehicle weight rating), the U.S. GHG and fuel consumption standard is

utility based (payload and towing) and is increasing in stringency through 2027.

The Canadian and Mexican markets have adopted GHG standards derived from the U.S. government’s footprint-

based structure and generally align with its technology-adoption compliance approach.

In 2012, Mexico adopted a fleet average target for CO2 per kilometer. The annual target is based on the footprint of

each vehicle and since 2012 the stringency of the annual target has increased annually and will do so until 2025, when it will

reach 85-116.7 grams of CO2 per kilometer. The Mexican government has also made available CO2 credits for the use of

efficient technologies, including electric vehicles, off-cycle technologies and efficient air conditioning systems.

Enlarged Europe Region

Each automobile manufacturer must meet a specific registrations-weighted fleet average target for CO2 emissions.

This regulation sets an industry fleet average target of 95 grams of CO2 per kilometer starting in 2020 for passenger cars

(130g/km until 2019). In order to promote the sale of ultra-efficient vehicles, automobile manufacturers that have registered

vehicles emitting less than 50 grams of CO2 per kilometer earned additional CO2 credits from 2020 to 2022. Furthermore,

automobile manufacturers that make use of innovative technologies, or eco-innovations, which improve real-world fuel

economy but may not show results in the test cycles, such as solar panels or LED lighting, may gain an average credit for the

manufacturer's fleet of up to seven grams of CO2 per kilometer.

The EU has also adopted standards for regulating CO2 emissions from LCVs. This regulation set an industry fleet

average target of 147 grams of CO2 per kilometer for LCVs.

In April 2019, the Regulation (EU) 2019/631 which sets new CO2 emissions targets starting from 2025 and 2030

was adopted and requires a 15 percent reduction from 2021 levels in 2025 (both passenger cars and LCV), a 37.5 percent

reduction for passenger cars and a 31 percent reduction for LCV in 2030 from 2021 levels.

WLTP entered into force in September 2018 for all registered passenger cars and in September 2019 for all

registered LCVs. WLTP is intended to provide CO2 emissions and fuel consumption values that are more representative of

real driving conditions.

The quantity of CO2 emissions in 2023 will be affected not only by market evolution (such as the expected reduction

of diesel market share), but also by the continued commercialization of low-emission and electrified vehicles.

Other countries in Enlarged Europe region outside of the EU perimeter, such as Switzerland, have introduced

specific regulations aimed to reduce vehicle CO2 emissions or fuel consumption. The United Kingdom is continuing to follow

the EU GHG policy for cars and LCVs post-Brexit, but changes are currently under discussion that might diverge from that

regulation in the future.

South America Region

In December 2018, the first regulations related to the Rota 2030 Program were enacted in Brazil. Rota 2030 is a

long-term program (three cycles of five years each) that replaced the Inovar Auto Program and establishes mandatory

requirements for vehicle commercialization in Brazil: (a) adhesion to Vehicle Labeling Program; (b) commitment to achieve

a minimum level of energy efficiency; and (c) commitment to achieve a minimum level of structural performance and driver

assistance technologies. The regulation for the next phase of Energy Efficiency (CO2 /fuel efficiency) beginning in 2022

incorporates three fleets split into passenger, large SUV and light commercial vehicle categories. Among other things, the

rule rewards the improvement of sugar cane ethanol combustion efficiency and also recognizes and provides credit

flexibilities for technologies that provide benefits in conditions that are not seen on the standardized government test cycles.

In Argentina, although there is no current mandatory greenhouse gas requirement, the government is in the process

of implementing a comparative labeling based on the European statements (NEDC cycle) and legal text was published at the

end of 2021 and implemented in 2022.

In Chile, a federal law was published to establish an energy efficiency program. The technical rules and targets were

defined in February 2022 and must target implementation in February 2024 for light vehicles.

China Region

Beginning in 2021, China adopted WLTP for conventional and plug-in hybrid electric vehicles (“PHEVs”) and a

unique Chinese test cycle is applied to battery electric vehicles in the same year. The 2021-2025 Phase V Corporate Average

Fuel Consumption (“CAFC”) rules were released in 2019 by the Chinese government with increasing stringency reaching a

target of 4.6 liters per 100 kilometers by 2025. The dual credit management rule for 2021-2023 was released in 2020, and the

2024-2025 CAFC and New Energy Vehicle (“NEV”) Credits are expected to be issued at a later date.

NEVs consist of PHEVs, BEVs, and fuel cell vehicles, which generate positive NEV credits, improve CAFC

performance and provide a volume multiplier in the CAFC calculation, subject to meeting certain criteria. Currently, off-

cycle credit flexibilities in China are available in the areas of high efficiency air conditioning and regenerative braking

technologies, subject to meeting certain standards.

In June 2020, China’s Ministry of Industry and Information Technology released administrative rules regarding

CAFC and NEV credits that became effective in January 2021. Non-compliance with the CAFC target in these administrative

rules can be offset through carry-forward CAFC credits, transfer of CAFC credits within affiliates, the OEMs use of its own

NEV credits, or the purchase of NEV credits. Non-compliance with the NEV target can only be offset by the purchase of

NEV credits. The homologation of new products that exceed CAFC targets will be suspended for OEMs that are unable to

offset CAFC and/or NEV deficits until the deficits are offset.

India & Asia Pacific Region

Certain markets within the India & Asia Pacific region have enacted fuel consumption and GHG targets. For

example, India began enforcing phase I CAFC targets (CO2 ~130gm/km @ 1037 kg) starting in April 2017 with more

stringent phase II CAFC targets (CO2 ~113gm/km @ 1082 kg) beginning in April 2022.

South Korea implemented a phase II of CAFE/CO2 standards beginning in 2016. Phase III, with more stringent

targets, became effective in January 2021. Japan implemented a new fuel economy standard in 2020 that switched from

vehicle weight class average to corporate average fuel economy. In Australia, although there is no mandatory GHG standard,

the Federal Chamber of Automotive Industries member companies implemented a voluntary CO2 target for light vehicles

starting in 2020. A new regulatory framework for CAFE/CO2 standards is expected to be published in 2023 and to be equally

or more stringent than EU new car CO2 standards.

Management of end-of-life products

In European markets, pursuant to the EU End-of-Life Vehicle Directive (2000/53/EC) (the “EU ELV Directive”), all

vehicle manufacturers are required to set up a take-back network with professional dismantling partners to collect the

vehicles from their last owners or holders when such vehicles have reached the end of their lives, and recycle them to achieve

a minimum recycling and recovery rate of 95 percent of the average weight vehicle. The EU is reviewing the EU ELV

Directive for application beginning in 2024 to integrate the principles of eco-design and the obligations of recycled materials

in new vehicles into the December 2015 circular economy directive by the European Commission. The EU has also initiated

the revision of the European directive on batteries with a particular focus on automotive traction batteries.

In December 2022, France published a new ELV decree that aims to reduce illegal activity, take charge of

abandoned ELVs, and offer a free service for collection of ELVs from the last owners residing in the French territories,

including overseas. The Decree imposes the establishment either of an “Eco-Organism” (a collective non-profit system) on

behalf of OEMs or a “Particular System” by each OEM to directly assume the collection and processing of all its ELVs. The

OEMs have opted for implementation of the Particular System.

Vehicle Safety

North America Region

Under U.S. federal law, all vehicles sold in the U.S. must comply with Federal Motor Vehicle Safety Standards

(“FMVSS”) promulgated by NHTSA, and must be certified by their manufacturer as being in compliance with all such

standards at the time of the first purchase of the vehicle. In addition, if a vehicle contains a defect that is related to motor

vehicle safety or does not comply with an applicable FMVSS, the manufacturer must notify NHTSA and vehicle owners and

provide a remedy at no cost. Moreover, the TREAD Act authorized NHTSA to promulgate regulations requiring Early

Warning Reporting (“EWR”). EWR requires manufacturers to provide NHTSA several categories of information, including

all claims which involve one or more fatalities or injuries; all incidents of which the manufacturer receives actual notice

which involve fatalities or injuries alleged or proven to have been caused by a possible defect in such manufacturer’s motor

vehicle or motor vehicle equipment in the U.S.; and all claims involving one or more fatalities in a foreign country when the

possible defect is in a motor vehicle or motor vehicle equipment that is identical or substantially similar to a motor vehicle or

motor vehicle equipment offered for sale in the U.S., as well as aggregate data on property damage claims from alleged

defects in a motor vehicle or in motor vehicle equipment; warranty claims; consumer complaints and field reports about

alleged or possible defects. The rules also require reporting of customer satisfaction campaigns, consumer advisories, recalls,

or other activity involving the repair or replacement of motor vehicles or items of motor vehicle equipment, even if not safety

related.

NHTSA has secured a voluntary commitment from manufacturers to equip future vehicles with automatic emergency

braking (“AEB") systems. The commitment made these braking systems standard on virtually all light-duty cars and trucks

with a gross vehicle weight of 8,500 pounds or less beginning September 1, 2022 and these systems will become standard on

virtually all trucks with a gross vehicle weight between 8,501 pounds and 10,000 pounds beginning no later than September

1, 2025. In 2023, NHTSA is expected to propose a rule regarding the requirement and standardization of AEB systems.

In September 2019, the Alliance of Automobile Manufacturers, Inc. and the Association of Global Automakers, Inc.,

which have combined to form the Alliance for Automobile Innovation, announced a voluntary commitment from auto

manufacturers to introduce technology including a combination of auditory and visual alerts to remind parents and caregivers

to check the back seat upon leaving a vehicle to help address the risk of pediatric heatstroke in children left in cars. The

commitment is to install such technology in essentially all new cars and trucks by the 2025 model year or sooner.

At times, organizations like NHTSA or the U.S. Insurance Institute of Highway Safety issue or reissue safety ratings

applicable to vehicles. In October 2019, NHTSA announced a plan to propose significant updates and upgrades to its New

Car Assessment Program, also known as the Five-star Safety Ratings Program. The details are not known at this time, but are

expected to include new test dummies, changes to the mandatory label, new test procedures and evaluation of new

technologies. Depending on the content of the final changes, this set of changes could impact the market competitiveness of

the affected vehicles.

NHTSA has also issued and updated non-binding guidelines for addressing cybersecurity issues in the design and

manufacture of new motor vehicles, as well as guidance for the investigation and validation of cybersecurity measures.

In November 2020, voters in the State of Massachusetts passed a ballot initiative appearing to conflict with NHTSA

cybersecurity guidelines and may require manufacturers to disable or compromise some of the cybersecurity measures they

have put in place. The complete effects of this new law are still under review. In the meantime, the Alliance for Automation

Innovation, an industry association to which Stellantis belongs, has filed a lawsuit seeking to enjoin enforcement of the new

law and the litigation is pending.

A new FMVSS requiring artificial sound in electric and hybrid electric vehicles took effect for new motor vehicles

built on or after March 1, 2021. The artificial sound is intended to provide persons with impaired vision an audible notice of

the presence of a BEV or hybrid electric vehicle.

In January 2018, Mexico issued an amendment to the Consumers' Protection Law (“CPL”) regarding safety

regulations based on U.S. standards. The CPL, among other things, includes a deadline for vehicle manufacturers to provide

to the Federal Consumer Protection Agency (i) the launch date and a detailed description of every safety campaign applicable

to vehicles sold in Mexico, (ii) mandatory recall campaigns, based on international agencies' investigations and guidelines,

(iii) mandatory repurchase, repair or replacement (with a new vehicle model having the same characteristics) of vehicles that

risk the consumer's safety, health or life or threatens the consumer's personal financial condition, and (iv) mandatory product

withdrawal, when the Federal Consumer Protection Agency determines that the vehicle could risk the consumer's safety,

health or life or affect the consumer's personal financial condition. The consumer may also be eligible for compensation

related to a recall. The rules of the CPL became effective in December 2019.

Enlarged Europe

Vehicles sold in Europe are subject to vehicle safety regulations established by the EU or, in very limited cases and

aspects, by individual Member States. In 2009, the EU established a uniform legal framework for vehicle safety, repealing

more than 50 then-existing directives and replacing them with a single regulation known as the “General Safety Regulation”

aimed at incorporating relevant United Nations standards. The incorporation of United Nations standards commenced in

2012, leading adoption of Regulation (EU) 2019/2144, repealing various previous European regulations (the “New GSR”).

Implementation of the New GSR for new vehicles and vehicle types started in 2022. The New GSR will lead, through

deadlines scheduled in 2024, 2026 and 2029, to the gradual implementation of a variable suite of passive and active safety

technologies, depending on vehicle type and classification. The significant items for the most common vehicles include, other

than the manufacturer’s certification for the cybersecurity features and related application on vehicles, mandatory features

such as advanced emergency braking, intelligent speed assistance, emergency lane keeping, driver drowsiness and attention

warning, advanced driver distraction warning, reversing detection, event data recorder, protection of pedestrians (including an

extension of the pedestrian head protection area), cyclists and other vulnerable road users, and an expanded scope and

addition of new test modes for front and side crash testing. Also included in the New GSR are the approvals of autonomous

vehicle features, such as a driver availability monitoring system, automated lane keeping systems, systems to replace driver’s

control and vehicle platooning.

The most recent development for homologation purposes concerning automated driving is Regulation EU 2022/1426

in August 2022, defining standards to be complied with by level 4 automated driving systems (driverless vehicles, e.g.,

shuttles, valet parking, robot taxi, where no driver expected). UN Regulation on “highway chauffeur”, setting new technical

regulation on level 3 automated driving (hands off the steering wheel), will be included beginning in January 2023, in

addition to “Traffic jam chauffeur”. The UN Regulation on Software Updates for already registered vehicles is also expected

to be introduced in Europe and will require manufacturers to trace the link between each software update and the vehicle type

approval and define the requirements for securing software updates. In addition, in-vehicle emergency call systems became

mandatory for new type-approved vehicles in the EU, Israel and Turkey markets in 2018. In Russia, a similar in-vehicle

emergency call system became mandatory in 2015.

Effective in September 2020, Regulation (EU) 2018/858 improved the current legal framework for EU type-approval

and introduced new provisions on market surveillance. This new regime on market surveillance specifies the obligations of

the economic operators in the automotive supply chain (manufacturers, manufacturer’s representatives, importers and

distributors), the responsibilities of the enforcement authorities in the Member States, and the measures to be taken when

vehicles and related components on the market appear to be affected by non-conformities to type approval and/or serious

safety or environmental risks.

South America Region

Vehicles sold in the South America region are subject to different vehicle safety regulations according to each

country, generally based on European and United Nations standards. Brazil published a draft of its 10-year safety regulatory

roadmap in 2017, providing a staged approach to implementation of new testing requirements and active safety technology.

More costly active safety technologies will be scheduled for implementation after 2024. In July 2018, the first regulation

related to Rota 2030 was enacted. Rota 2030 is a long-term program (three cycles of five years each) which includes

principles related to mandatory safety for all vehicles sold in Brazil. These regulations were approved by the Brazilian

Congress and sanctioned by the Brazilian President in December 2018 as well as ordinary regulations to address certain

minimum requirements and other metrics.

China and India & Asia Pacific Regions

China, India and many countries in the Asia Pacific region, including Australia, Japan and South Korea have adopted

their own new car assessment program and vehicle safety regulations. As UN ECE1958 agreement countries, Australia, Japan

and South Korea accept UN ECE safety requirements and are harmonizing their regulations with UN ECE. The U.S.-Korea

Free Trade Agreement allows for the sale in Korea of U.S. vehicles that are manufactured in the U.S.

Most of the Chinese vehicle safety regulations are equivalent to UN ECE, but China has unique electric vehicle

safety regulations and has developed a roadmap of autonomous driving and connectivity regulations. China published the

Regulation for Administration of Recall of Defective Vehicles effective in 2013 and the Implementation Provisions on the

Regulation for Administration of Recall of Defective Vehicles effective in 2016. In 2019, State Administration for Market

Regulation in China issued a notice requiring close supervision of defects reporting and recall of new energy vehicles. China

issued rules on emission recalls effective in July 2021. Further, beginning in early 2021, various authorities have issued

administrative rules on cybersecurity and the software update of vehicles.

India has implemented vehicle crash regulations effective in 2019 for all models and pedestrian protection regulations

effective in 2020 for all models. Provision of important safety features such as airbag on driver side, vehicle rear parking alert

system, safety belt reminder for driver and passenger side, speed alert system and manual override for door latches have been

mandatory for all models beginning in June 2019. Further, fitment of airbag on passenger side was made mandatory effective

December 2021. Rules for vehicle recalls were also implemented, effective April 2021, and brake and electronic stability

control system regulations will be aligned to EU regulations, beginning in 2022 for all models.

In Korea, the amended Motor Vehicle Management Act (“MVMA”), which changed the overall recall procedures for

automobiles, while also imposing heightened obligations on vehicle manufacturers, took effect in February 2021. The

amended MVMA increased the upper limit of administrative surcharges imposed for delayed recalls, to an amount three

times higher than the previous cap. In addition, under the amended MVMA, if a delayed recall causes harm to a person’s life,

body or property, such person may file a claim for damages, including punitive damages of up to five times the amount of

actual damages. Under the amended MVMA, vehicle manufacturers are also subject to increased administrative and criminal

sanctions.

Industrial Environmental Control

Our operations are subject to a wide range of environmental protection laws including those laws regulating air

emissions, water discharges, waste management and related environmental effects, and environmental clean-up if waste

disposal was done outside of legal requirements. Certain environmental statutes require that responsible parties fund

remediation actions regardless of fault, legality of original disposal, or ownership of a disposal site. Under certain

circumstances, these laws impose liability for related damages to natural resources.

To best comply with these requirements, Stellantis imposes a self-governing environmental management system

(“EMS”) on its operations, which are designed to prevent or reduce the environmental impact of our manufacturing activities,

and conduct internal environmental audits at our facilities. This program formalizes our commitment to responsible

environmental management of our manufacturing methods and processes. We have established a corporate requirement that

all of our manufacturing facilities become certified under the EMS requirements set forth in the ISO 14001 standard (ISO is

an international standard-setting organization). As of December 31, 2022, the majority of Stellantis manufacturing plants had

an ISO 14001 certified EMS in place.

Workplace Health and Safety

Stellantis implemented a self-governing occupational health and safety management system (“OHSMS”) on its

operations, which are designed to prevent or reduce the occupational injuries and incidents and conduct internal health and

safety audits at our facilities. The goal of achieving zero accidents was formalized by internally-established OHSMS

requirements. At December 31, 2022, 63 of Stellantis’ manufacturing plants were certified under the International

Organization of Standardization’s global 45001 standard.

Applicability of Banking Law and Regulation to Financial Services

Several of our finance companies are regulated as financial institutions in the jurisdictions in which they operate.

In Italy, FCA Bank S.p.A., an equity method joint venture, is subject to European Central Bank (“ECB”) and Bank

of Italy supervision. Within FCA Bank Group, FCA Bank G.m.b.H., an Austrian subsidiary, is subject to the supervision of

the ECB and of local central banks. Certain other Stellantis subsidiaries are subject to the supervision of the local supervisory

financial or banking authority: Banco Fidis S.A. is subject to Brazilian Central Bank supervision, FCA Compañia Financiera

S.A., incorporated in Argentina, is subject to Argentinian Central Bank supervision and FCA Automotive Finance Co., Ltd, is

subject to the supervision of the Chinese Banking and Insurance Regulatory Commission and People’s Bank of China.

In France, Banque PSA Finance S.A., a wholly owned consolidated entity, is subject to the supervision of the French

local supervisory banking authority (ACPR), and Compagnie pour la Location de Véhicules S.A.(CLV), Crédipar, PSA

Banque France S.A. and Opel Bank S.A. are subject to the supervision of ECB and the ACPR. In Germany, PSA Bank

Deutschland GmbH is subject to the supervision of the ECB and the Federal Financial Supervisory Authority (BaFin). In

Italy, Banca PSA Italia S.p.A. is subject to ECB and Bank of Italy supervision. In Spain, PSA Financial Services Spain EFC

SA is subject to the supervision of the Bank of Spain. Banco PSA Finance Brasil S.A. is subject to Brazilian Central Bank

supervision. Dongfeng Peugeot Citroën Financial Leasing is subject to the supervision of the Chinese Banking and Insurance

Regulatory Commission and People’s Bank of China. With the exception of Banque PSA Finance S.A, all of the above

entities are joint ventures accounted by equity method.

In the U.S., Stellantis Financial Services US Corp., a wholly owned consolidated entity, is a financial services

company which conducts sales finance and consumer lending activities in the U.S. market under the supervision of the

Consumer Financial Protection Bureau (“CFPB”) and various state regulatory agencies.

As a result of the regulation described above, these companies are, in certain circumstances, subject to requirements

in a wide range of areas including solvency, capital, reporting, customer protection and account administration, among other

matters.

FINANCIAL OVERVIEW

Management's Discussion and Analysis of the Financial Condition and Results of Operations

The following discussion of our financial condition and results of operations should be read together with the

information included under “STELLANTIS OVERVIEW” and the Consolidated Financial Statements included elsewhere in

this report. This discussion includes forward-looking statements and involves numerous risks and uncertainties relating to

Stellantis, including, but not limited to, those described under “Cautionary Statements Concerning Forward Looking

Statements” and “Risk Factors”. Actual results may differ materially from those contained in any forward looking

statements.

Management's Discussion and Analysis of the Financial Condition and Results of Operations of the Company for

the year ended December 31, 2020 on an IFRS and on a Pro Forma basis was previously included in the section

“FINANCIAL OVERVIEW” in the 2021 Annual Report and Form 20-F, as filed with the SEC on February 25, 2021.

Trends, Uncertainties and Opportunities

The trends, uncertainties and opportunities facing Stellantis are summarized below:

Impact of Unfilled Semiconductor Orders. Our operations have been, and continue to be, affected by a significant

semiconductor supply shortage as a result of unfilled orders that began in 2020, and increased chip delivery lead times, which

has resulted in reduced vehicle production volumes, and increased costs to source available semiconductors. To the extent

this unavailability of semiconductor chips as a result of unfilled orders continues or worsens, and we are unable to mitigate its

effects, our ability to deliver planned quantities of our vehicles will continue to be adversely affected.

Shipments and Sales. Vehicle shipments are generally driven by expectations of consumer demand for vehicles,

which is affected by economic conditions, availability and cost of dealer and customer financing and incentives offered to

retail customers, as discussed further below.

In our financial information presented in this report, we recognized revenue at the same time as the transfer of

control of goods sold. For new vehicles, this transfer generally corresponds to the date when the vehicles were made available

to independent dealers or, in the case of direct sales to end-customers through owned dealers, the delivery date of the vehicle

to end-customers.

Revenues from service contracts and connectivity services are generally recognized over the contract period in

proportion to the costs expected to be incurred based on the Company’s historical experience. These services are either

included in the selling price of the vehicle or separately priced. Revenue for services is allocated based on the estimated

stand-alone selling price. Costs associated with these services are deferred and are subsequently amortized to expense

consistent with how the related revenue is recognized.

Logistics Challenges. Our overall vehicle shipment volumes were negatively impacted in 2022 by the continuing

effects of logistics challenges in Europe. In particular, Europe is experiencing a continuing shortage of delivery drivers and

specialized equipment to transport finished vehicles from production facilities to retailers or other points of sale. As a result,

we experienced a significant increase in Company-owned inventory as of December 31, 2022 compared to December 31,

2021. We expect that this trend may continue in 2023.

Financing. Given that a large percentage of the vehicles we sell to dealers and retail customers worldwide are

financed, the availability and cost of financing is a significant factor affecting our vehicle shipment volumes and Net

revenues. Availability of customer financing could affect the vehicle mix, as customers who have access to greater financing

are able to purchase higher priced vehicles, whereas when customer financing is constrained, vehicle mix could shift towards

less expensive vehicles. The low interest rate environment in recent years has had the effect of reducing the effective cost of

vehicle ownership. In response to the inflationary surge in Europe, in the United Kingdom, in the U.S. and elsewhere, central

banks have aggressively increased interest rates in 2022 and such increases are being reflected in rates across credit markets,

including consumer credit. More expensive vehicle financing may make our vehicles less affordable to retail consumers or

steer consumers to less expensive vehicles that would be less profitable for us.

Electrification. In March 2022, we announced our Dare Forward 2030 long-term strategy and confirmed our plans to

make significant investments in electrification and set aggressive targets for future low emission vehicle sales, including

global annual BEV sales of five million vehicles by 2030. Our ability to meet our targets and recoup our significant

anticipated investments will be subject to several factors, including BEV market demand, charging network deployment and

the availability of government incentives.

Product Development and Technology. A key driver of consumer demand, and therefore our performance, is the

continued refresh, renewal and evolution of our vehicle portfolio, and we have announced commitments of significant capital

and resources toward the introduction of new vehicle platforms and new software technologies. In order to realize a return on

the significant investments we intend to make, and to achieve competitive operating margins, we will have to continue

significant investment in new vehicle launches. We believe past efforts in developing common vehicle platforms and

propulsion systems have accelerated the time-to-market for many of our vehicle launches and over time resulted in cost

savings. We expect this positive trend to accelerate as a result of the merger and ongoing integration, as well as our

announced plans to converge on four vehicle platforms for future vehicle launches. However, achieving the benefits of

integration and particularly the convergence of platforms will require significant investments over the medium term.

The costs associated with product development, vehicle improvements and launches, impact our Net profit. In

addition, our ability to continue to make the necessary investments in product development, and recover the related costs,

depends in large part on the market acceptance and success of the new or significantly refreshed vehicles we introduce. New

launches are supported by marketing and profitability studies carried out several years prior to their actual launch, which

increases the risk of not meeting customer preferences, resulting in lower volumes than forecasted or selling at lower prices

and impacting profitability.

The research and development expenses presented in the financial information in this report include the cost of

scientific and technical activities, intellectual property rights, and the education and training necessary for the development,

production or implementation and marketing of new or substantially improved materials, methods, products, processes,

systems or services. Development expenditures were recognized as an intangible asset if we could demonstrate (i) our

intention to complete the intangible asset as well as the availability of technical, financial and other resources for this

purpose; (ii) that it was probable that the future economic benefits attributable to the development expenditure will flow to

the entity; and (iii) that the cost of the asset could be measured reliably. Capitalized development expenditures included

related borrowing costs.

Future developments in our product portfolio could lead to significant capitalization of development assets and

thereafter amortization of such assets. Our time to market is approximately 24 months, but varies depending on the specific

product, from the date the design is signed-off for tooling and production, after which the product goes into production,

resulting in an increase in amortization. Therefore, our operating results are impacted by the cyclicality of our research and

development expenditures based on our product plans and our ability to bring projects timely into production.

In order to meet expected changes in consumer demand and regulatory requirements, we intend to invest significant

resources in product development and research and development. New markets for alternative fuel source vehicles and

autonomous vehicles are also continuing to emerge and we expect both to invest resources in these areas and to optimize our

R&D investments as a result of the progressive integration of the former FCA and PSA businesses.

Vehicle Profitability. Our results of operations reflect the profitability of the vehicles we sell, which tends to vary

based upon a number of factors, including vehicle size and model, the content of those vehicles, brand positioning, and the

mix of internal-combustion, electric and hybrid engines. Vehicle profitability also depends on sales prices to dealers and fleet

customers, net of sales incentives, costs of materials and components, as well as transportation and warranty costs.

Our larger vehicles, such as UVs and pickup trucks, have historically been more profitable on a per vehicle basis

than smaller vehicles. In recent years, consumer preferences for certain larger vehicles, such as SUVs, have increased;

however, there is no guarantee this trend will continue.

Newly introduced internal-combustion models are generally more profitable than older models, and vehicles

equipped with additional options are generally more profitable than those with fewer options. As a result, our ability to offer

attractive vehicle options and upgrades is critical to our ability to increase our profitability on these vehicles. In addition, in

the U.S. and Europe, our vehicle sales to dealers for sale to their retail consumers are normally more profitable than our fleet

sales, in part because the retail consumers are more likely to prefer additional optional features while fleet customers

increasingly tend to concentrate purchases on smaller vehicles with fewer optional features, which have historically had a

lower profitability per unit.

Vehicles sold under certain brand and model names are generally more profitable when there is strong brand

recognition of those vehicles. In some cases this is tied to a long history of the brands and models, and in other cases to

customers identifying these vehicles as being more attractive and responsive to customer needs.

In addition, against a backdrop of significant technological development, changing consumer patterns and new

competitive forces, the cost of complying with tightening regulatory requirements could negatively impact our profitability.

Vehicle models that are equipped with BEV or PHEV propulsion systems tend to have lower margins than those equipped

with internal-combustion engines, with the significant costs of batteries largely accounting for this differential. Although

battery prices are expected to gradually decline in the coming years and are partially offset in some cases by governmental

subsidies and tax exemptions, we expect that in the near term the profitability of BEV or PHEV vehicles will continue to lag

behind those equipped with internal-combustion engines.

Pricing. The automotive industry has historically experienced intense price competition resulting from the variety of

available competitive vehicles and excess global manufacturing capacity. Manufacturers have typically promoted products by

offering dealer, retail and fleet incentives, including cash rebates, option package discounts, and subsidized financing or

leasing programs, leading to increased price pressure and sharpened competition within the industry. We plan to continue to

use such incentives, as needed, to price vehicles competitively and to manage demand and support inventory management

profitability.

Our ability to maintain or increase pricing has impacted, and will continue to impact, our results of operations and

profitability. In 2022, our ability to maintain strong pricing across all of the regions where we operate, particularly in North

America and Enlarged Europe, allowed us to offset significant inflationary, supply chain and logistics-related pressure.

Production costs. Production costs include purchases (including costs related to the purchase of components and raw

materials), labor costs, depreciation, amortization, logistic and product warranty and recall campaign costs. We purchase a

variety of components, raw materials, supplies, utilities, logistics and other services from numerous suppliers. Fluctuations in

production costs are primarily related to the number of vehicles we produce and sell along with shifts in vehicle mix, as

newer models of vehicles generally have more technologically advanced components and enhancements and therefore higher

costs per unit.

Production costs may also be affected by fluctuations in raw material prices. For example, some of the batteries

contained in our electric and hybrid models include rare raw materials, which are exposed to heightened shortage risks and

potentially rising procurement costs. The cost of raw materials has historically comprised approximately 15-20 percent of our

total purchases described above, while the remaining 80-85 percent of our total purchases is made of components, conversion

of raw materials and overhead costs. In 2021, we experienced an increase in the cost of raw materials of approximately €2.2

billion and in 2022 we experienced a further increase of €6.7 billion. To the extent the cost of raw materials continues to

increase as a result of inflationary pressures, and we are unable to mitigate its effects, our future profitability could be

impacted.

We typically seek to manage production costs and minimize their volatility by using fixed price purchase contracts,

commercial negotiations and technical efficiencies.

Despite our efforts, our production costs related to raw materials and components have increased as a result of tariffs

introduced in recent years; uncertainty related to tariffs and trade policy in our larger markets including the U.S., the

European Union and China has made it more difficult to predict our raw material and components costs. Our production costs

have also increased as we have significantly enhanced the content of our vehicles as we renew and refresh our product

offerings. Over time, technological advancements and improved material sourcing may reduce the cost to us of the additional

enhancements. In addition, we seek to recover higher costs through pricing actions, but even when market conditions permit

this, there may be a time lag between the increase in our costs and our ability to realize improved pricing. Accordingly, our

results are typically adversely affected, at least in the short term, until price increases are accepted in the market.

Further, in many markets where our vehicles are sold, we are required to pay import duties on those vehicles, which

are included in production costs. We reflect these costs in the price charged to our customers to the extent market conditions

permit. However, for many of our vehicles, particularly in the mass-market vehicle segments, we cannot always pass along

increases in those duties to our dealers and distributors and remain competitive. Our ability to price our vehicles to recover

those increased costs has affected, and will continue to affect, our profitability.

Economic Conditions. Demand for new vehicles tends to reflect economic conditions in the various markets in

which we operate because retail sales depend on individual purchasing decisions, which in turn are affected by many factors

including inflation, employment levels, consumer confidence, and levels of disposable income. Fleet sales and sales of light

commercial vehicles are also influenced by economic conditions, which drive vehicle utilization and investment activity.

Further, demand for light commercial vehicles and pickup trucks is driven, in part, by construction and infrastructure

projects. Therefore, our performance is directly correlated with the macroeconomic trends in the markets in which we

operate.

Several of the markets in which we operate are entering a challenging macroeconomic climate with recessions

probable in the near term. Fuel prices, in addition, have been highly volatile following Russia’s invasion of Ukraine and

volatility and price increases may continue. Consumers are facing challenging cost inflation, negative real wages and higher

borrowing rates, which may translate into lower sales, particularly in the more profitable segments of our product mix.

Russia & Ukraine War. In response to the on-going Russia-Ukraine war, various governments around the world

have applied economic, trade and financial sanctions against Russia.

In Russia, we have a joint venture assembly plant, accounted for as a joint operation, as well as national sales

companies. In March 2022, the import and export of vehicles to and from Russia were suspended by Stellantis. In April 2022,

operations at the joint venture assembly plant were suspended. In Ukraine, we have a national sales company.

Due to the sustained Russia-Ukraine conflict, the continued economic, trade and financial sanctions imposed by

various governments around the world and continued uncertainty related to the future of our operations in Russia, we have

recognized an impairment of our assets in Russia for €137 million in the six months ended December 31, 2022. The

impairment charges are comprised of €43 million related to inventories, €47 million related to tax assets and €47 million

related to other assets.

Regulation. We are subject to a complex set of regulatory regimes throughout the world in which vehicle safety,

emissions and fuel economy regulations have become increasingly stringent and the related enforcement regimes increasingly

active. These developments may affect our vehicle sales as well as our profitability and reputation. We are subject to

applicable national and local regulations with which we must comply in order to continue operations in every market,

including a number of markets in which we derive substantial revenue. Developing, engineering and manufacturing vehicles

that meet these requirements and therefore may be sold in those markets requires a significant expenditure of management

time and financial resources.

We expect that our plans to converge on four platforms for future vehicle launches will allow us to deploy

electrification technologies and CO2 abating technologies across our range of brands and react quickly to changes in

regulation. However, these costs and the costs incurred to meet other regulatory requirements may be difficult to pass through

to customers, so the increased costs may affect our results of operations and profitability.

In addition, regulatory requirements in relation to GHG emissions from vehicles are increasingly stringent. For

example, on March 9, 2022, the EPA reinstated California’s authority under the Clean Air Act to enforce its own, more

stringent, GHG emission standards for passenger vehicles and light duty trucks (the “California Waiver”). California

emission standards covered by the California Waiver may be adopted by other states and to date 17 other states and the

District of Columbia (the “California Waiver States”) have adopted California’s GHG emissions standards under the

California Waiver.