Stellantis N.V 6-K, filed Mar 3, 2020
Stellantis N.V. (STLA)
About this 6-K
Stellantis N.V filed this 6-K on March 3, 2020.
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
_______________________________
FORM 6-K
_______________________________
REPORT OF FOREIGN PRIVATE ISSUER
PURSUANT TO RULE 13a-16 OR 15d-16 OF
THE SECURITIES EXCHANGE ACT OF 1934
For the month of March 2020
Commission File No. 001-36675
_______________________________
FIAT CHRYSLER AUTOMOBILES N.V.
(Translation of Registrant’s Name Into English)
_______________________________
25 St. James’s Street
London SW1A 1HA
United Kingdom
Tel. No.: +44 (0)20 7766 0311
(Address of Principal Executive Offices)
_______________________________
Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F.
Form 20-F x Form 40-F o
Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule101(b)(1): o
Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule101(b)(7): o
The following exhibits are furnished herewith:
| Exhibit 99.1 | Supplemental Information for the year ended December 31, 2019 |
|---|---|
| Exhibit 99.2 | Supplemental Information for the year ended December 31, 2019 |
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
| Date: March 3, 2020 | FIAT CHRYSLER AUTOMOBILES N.V. |
|---|---|
| By: /s/ Richard K. Palmer | |
| Name: Richard K. Palmer | |
| Title: Chief Financial Officer and Director |
Index of Exhibits
| Exhibit Number | Description of Exhibit |
|---|---|
| Exhibit 99.1 | Supplemental Information for the year ended December 31, 2019 |
| Exhibit 99.2 | Supplemental Information for the year ended December 31, 2019 |
Additional Information Financial Data by Activity 2019.12.31
Exhibit 99.1
Income Statement by activity
Unaudited
| For the Year Ended December 31, 2019 | For the Year Ended December 31, 2018 | ||||||
|---|---|---|---|---|---|---|---|
| (€ million) | Group | Industrial activities | Financial services | Group | Industrial activities | Financial services | |
| Net revenues | 108,187 | 107,976 | 338 | 110,412 | 110,171 | 341 | |
| Cost of revenues | 93,164 | 93,095 | 196 | 95,011 | 94,910 | 201 | |
| Selling, general and other costs | 6,455 | 6,432 | 23 | 7,318 | 7,286 | 32 | |
| Research and development costs | 3,612 | 3,612 | — | 3,051 | 3,051 | — | |
| Result from investments | 209 | (20 | ) | 229 | 235 | 40 | 195 |
| Gains on the disposal of investments | 15 | 15 | — | — | — | — | |
| Restructuring costs | 154 | 154 | — | 103 | 103 | — | |
| Net financial expenses | 1,005 | 1,005 | — | 1,056 | 1,056 | — | |
| Profit before taxes | 4,021 | 3,673 | 348 | 4,108 | 3,805 | 303 | |
| Tax expense | 1,321 | 1,283 | 38 | 778 | 735 | 43 | |
| Result from intersegment investments | — | 310 | — | — | 260 | — | |
| Net profit from continuing operations | 2,700 | 2,700 | 310 | 3,330 | 3,330 | 260 | |
| Profit from discontinued operations, net of tax | 3,930 | 3,930 | — | 302 | 302 | — | |
| Net profit | 6,630 | 6,630 | 310 | 3,632 | 3,632 | 260 | |
| Adjusted EBIT | 6,668 | 6,321 | 347 | 6,738 | 6,435 | 303 |
For the years ended December 31, 2019, until its deconsolidation on completion of the sale transaction on May 2, 2019, and 2018, the Adjusted EBIT related to Magneti Marelli that was excluded from the Group's Adjusted EBIT result was €218 million and €546 million, respectively, net of intercompany eliminations. The Adjusted EBIT for Magneti Marelli related to Industrial activities only.
Statement of Financial Position by activity
Unaudited
| At December 31, 2019 | At December 31, 2018 | |||||
|---|---|---|---|---|---|---|
| (€ million) | Group | Industrial activities | Financial services | Group | Industrial activities | Financial services |
| Assets | ||||||
| Goodwill and intangible assets with indefinite useful lives | 14,257 | 14,257 | — | 13,970 | 13,970 | — |
| Other intangible assets | 12,447 | 12,442 | 5 | 11,749 | 11,745 | 4 |
| Property, plant and equipment | 28,608 | 28,605 | 3 | 26,307 | 26,305 | 2 |
| Investments and other financial assets | 3,019 | 3,467 | 1,549 | 2,979 | 3,364 | 1,416 |
| Deferred tax assets | 1,689 | 1,660 | 29 | 1,814 | 1,778 | 36 |
| Inventories | 9,722 | 9,722 | — | 10,694 | 10,694 | — |
| Assets sold with a buy-back commitment | 1,626 | 1,626 | — | 1,707 | 1,707 | — |
| Trade receivables | 2,064 | 2,067 | 30 | 2,048 | 2,050 | 20 |
| Receivables from financing activities | 3,155 | 1,106 | 3,176 | 3,614 | 1,213 | 3,697 |
| Tax receivables | 466 | 459 | 7 | 490 | 483 | 7 |
| Other assets | 5,601 | 5,594 | 7 | 4,250 | 4,239 | 11 |
| Cash and cash equivalents | 15,014 | 14,867 | 147 | 12,450 | 12,275 | 175 |
| Assets held for sale | 376 | 376 | — | 4,801 | 4,861 | — |
| TOTAL ASSETS | 98,044 | 96,248 | 4,953 | 96,873 | 94,684 | 5,368 |
| Equity and Liabilities | ||||||
| Equity | 28,675 | 28,675 | 1,995 | 24,903 | 24,903 | 1,782 |
| Employee benefits liabilities | 9,051 | 9,049 | 2 | 8,470 | 8,468 | 2 |
| Provisions^(1)^ | 14,005 | 14,000 | 7 | 15,807 | 15,817 | 9 |
| Deferred tax liabilities | 1,628 | 1,628 | — | 937 | 937 | — |
| Debt | 12,901 | 11,278 | 2,750 | 14,528 | 12,379 | 3,364 |
| Trade payables | 21,616 | 21,610 | 26 | 19,229 | 19,221 | 18 |
| Other financial liabilities | 318 | 318 | — | 207 | 207 | — |
| Tax liabilities^(1)^ | 400 | 378 | 27 | 352 | 334 | 28 |
| Other liabilities | 9,214 | 9,072 | 146 | 9,509 | 9,346 | 165 |
| Liabilities held for sale | 236 | 240 | — | 2,931 | 3,072 | — |
| TOTAL EQUITY AND LIABILITIES | 98,044 | 96,248 | 4,953 | 96,873 | 94,684 | 5,368 |
_______________________________________________________________________________________________________________________________________________
(1) As a result of the implementation of IFRIC 23 and the agenda decision issued by the IFRIC in September 2019, the Group has changed its accounting policy in respect of the classification of uncertain tax positions, to present uncertain tax liabilities as current tax liabilities and uncertain tax assets as current tax assets. Amounts totaling €237 million have been reclassified from Provisions to Tax liabilities as at December 31, 2018.
Statement of Cash Flows by activity
Unaudited
| For the Year Ended December 31, 2019 | For the Year Ended December 31, 2018 | |||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| (€ million) | Group | Industrial activities | Financial services | Group | Industrial activities | Financial services | ||||||
| CASH FLOWS FROM OPERATING ACTIVITIES: | ||||||||||||
| Net profit from continuing operations | 2,700 | 2,700 | 310 | 3,330 | 3,330 | 260 | ||||||
| Amortization and depreciation | 5,445 | 5,442 | 3 | 5,507 | 5,506 | 1 | ||||||
| Net losses/(gains) on disposal of non-current assets and other non-cash items | 1,545 | 1,458 | (223 | ) | 130 | 67 | (197 | ) | ||||
| Dividends received | 156 | 161 | — | 75 | 113 | — | ||||||
| Change in provisions^(1)^ | (1,744 | ) | (1,742 | ) | (2 | ) | 842 | 842 | — | |||
| Change in deferred taxes | 864 | 858 | 6 | 457 | 448 | 9 | ||||||
| Change in items due to buy-back commitments and GDP vehicles | (65 | ) | (65 | ) | — | 158 | 158 | — | ||||
| Change in working capital^(1)^ | 1,869 | 1,884 | (15 | ) | (1,035 | ) | (1,059 | ) | 24 | |||
| Cash flows (used in)/from operating activities - discontinued operations | (308 | ) | (308 | ) | — | 484 | 484 | — | ||||
| TOTAL | 10,462 | 10,388 | 79 | 9,948 | 9,889 | 97 | ||||||
| CASH FLOWS (USED IN)/FROM INVESTING ACTIVITIES: | ||||||||||||
| Investments in property, plant and equipment and intangible assets | (8,385 | ) | (8,383 | ) | (2 | ) | (5,392 | ) | (5,389 | ) | (3 | ) |
| Investment in joint ventures, associates and unconsolidated subsidiaries | (2 | ) | (2 | ) | — | (3 | ) | (3 | ) | — | ||
| Proceeds from the sale of tangible and intangible assets | 53 | 53 | — | 47 | 46 | 1 | ||||||
| Net cash proceeds from disposal of discontinued operations | 5,348 | 5,348 | — | — | — | — | ||||||
| Net change in receivables from financing activities | 336 | 119 | 217 | (676 | ) | 84 | (760 | ) | ||||
| Change in securities | (235 | ) | (235 | ) | — | (75 | ) | (75 | ) | — | ||
| Other changes | 55 | 55 | — | (7 | ) | (7 | ) | — | ||||
| Cash flows used in investing activities - discontinued operations | (155 | ) | (155 | ) | — | (632 | ) | (632 | ) | — | ||
| TOTAL | (2,985 | ) | (3,200 | ) | 215 | (6,738 | ) | (5,976 | ) | (762 | ) | |
| CASH FLOWS (USED IN)/FROM FINANCING ACTIVITIES: | ||||||||||||
| Net change in debt and other financial assets/liabilities | (3,096 | ) | (2,782 | ) | (314 | ) | (2,705 | ) | (3,380 | ) | 675 | |
| Distributions paid | (3,056 | ) | (3,056 | ) | (5 | ) | (1 | ) | (1 | ) | (38 | ) |
| Other changes | — | — | — | 11 | 11 | — | ||||||
| Cash flows from/(used in) financing activities - Discontinued operations | 325 | 325 | — | (90 | ) | (90 | ) | — | ||||
| TOTAL | (5,827 | ) | (5,513 | ) | (319 | ) | (2,785 | ) | (3,460 | ) | 637 | |
| Translation exchange differences | 212 | 215 | (3 | ) | 106 | 118 | (12 | ) | ||||
| TOTAL CHANGE IN CASH AND CASH EQUIVALENTS | 1,862 | 1,890 | (28 | ) | 531 | 571 | (40 | ) | ||||
| CASH AND CASH EQUIVALENTS AT BEGINNING OF THE PERIOD | 12,450 | 12,275 | 175 | 12,638 | 12,423 | 215 | ||||||
| ADD: CASH AND CASH EQUIVALENTS AT BEGINNING OF THE PERIOD - INCLUDED WITHIN ASSETS HELD FOR SALE | 719 | 719 | — | — | — | — | ||||||
| TOTAL CHANGE IN CASH AND CASH EQUIVALENTS | 1,862 | 1,890 | (28 | ) | 531 | 571 | (40 | ) | ||||
| LESS: CASH AND CASH EQUIVALENTS AT THE END OF THE PERIOD - INCLUDED WITHIN ASSETS HELD FOR SALE | 17 | 17 | — | 719 | 719 | — | ||||||
| CASH AND CASH EQUIVALENTS AT END OF THE PERIOD | 15,014 | 14,867 | 147 | 12,450 | 12,275 | 175 |
_______________________________________________________________________________________________________________________________________________
(1) As a result of the implementation of IFRIC 23 and the agenda decision issued by the IFRIC in September 2019, the Group has changed its accounting policy in respect of the classification of uncertain tax positions, to present uncertain tax liabilities as current tax liabilities and uncertain tax assets as current tax assets. Cash flows totaling €71 million have been reclassified from Changes in provisions to Change in working capital for the year ended December 31, 2018.
Net Debt by activity
Unaudited
| At December 31, 2019 | At December 31, 2018 | |||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| (€ million) | Group | Industrial activities | Financial services | Group | Industrial activities | Financial services | ||||||
| Third parties debt (Principal) | (12,910 | ) | (11,121 | ) | (1,789 | ) | (14,575 | ) | (12,169 | ) | (2,406 | ) |
| Capital market^(1)^ | (6,676 | ) | (6,277 | ) | (399 | ) | (8,112 | ) | (7,699 | ) | (413 | ) |
| Bank debt | (3,868 | ) | (2,642 | ) | (1,226 | ) | (5,320 | ) | (3,772 | ) | (1,548 | ) |
| Other debt^(2)^ | (726 | ) | (564 | ) | (162 | ) | (882 | ) | (437 | ) | (445 | ) |
| Lease liabilities^(3)^ | (1,640 | ) | (1,638 | ) | (2 | ) | (261 | ) | (261 | ) | — | |
| Accrued interest and other adjustments^(4)^ | 9 | 10 | (1 | ) | 47 | 47 | — | |||||
| Debt with third parties (excluding held for sale) | (12,901 | ) | (11,111 | ) | (1,790 | ) | (14,528 | ) | (12,122 | ) | (2,406 | ) |
| Debt classified as held for sale | (81 | ) | (81 | ) | — | (177 | ) | (177 | ) | — | ||
| Debt with third parties including held for sale | (12,982 | ) | (11,192 | ) | (1,790 | ) | (14,705 | ) | (12,299 | ) | (2,406 | ) |
| Intercompany, net^(5)^ | — | 792 | (792 | ) | — | 560 | (560 | ) | ||||
| Current financial receivables from jointly-controlled financial services companies^(6)^ | 83 | 83 | — | 242 | 242 | — | ||||||
| Debt, net of intercompany, and current financial receivables from jointly-controlled financial service companies, including held for sale | (12,899 | ) | (10,317 | ) | (2,582 | ) | (14,463 | ) | (11,497 | ) | (2,966 | ) |
| Derivative financial assets/(liabilities), net of collateral deposits (excluding held for sale)^(7)^ | (178 | ) | (178 | ) | — | 151 | 150 | 1 | ||||
| Current debt securities^(8)^ | 480 | 480 | — | 219 | 219 | — | ||||||
| Cash and cash equivalents | 15,014 | 14,867 | 147 | 12,450 | 12,275 | 175 | ||||||
| Cash and cash equivalents, current debt securities and Derivative financial assets/(liabilities), net, classified as held for sale^(9)^ | 17 | 17 | — | 725 | 725 | — | ||||||
| Total Net cash/(debt) including held for sale | 2,434 | 4,869 | (2,435 | ) | (918 | ) | 1,872 | (2,790 | ) | |||
| Net industrial cash/(debt)(excluding held for sale)^(10)^ | 4,859 | 1,768 | ||||||||||
| Net industrial cash/(debt) from held for sale^(10)^ | 10 | 104 | ||||||||||
| Total Net industrial cash/(debt) | 4,869 | 1,872 |
_______________________________________________________________________________________________________________________________________________
Note: The assets and liabilities of Magneti Marelli have been classified as Assets held for sale and Liabilities held for sale within the Consolidated Statement of Financial Position at December 31, 2018. The disposal of Magneti Marelli was completed on May 2, 2019. The assets and liabilities of FCA's global cast ion components business have been classified as held for sale within the Consolidated Statement of Financial Position at December 31, 2019.
(1) Includes notes issued under the Medium Term Programme, or MTN Programme, and other notes (€6,277 million at December 31, 2019 and €7,699 million at December 31, 2018) and other debt instruments (€399 million at December 31, 2019 and €413 million at December 31, 2018) issued in financial markets, mainly from LATAM financial services companies.
(2) Includes asset-backed financing, i.e. sales of receivables for which de- recognition is not allowed under IFRS (€153 million at December 31, 2019 and €464 million at December 31, 2018), and other debt.
(3) Includes Lease liabilities determined in accordance with IFRS 16 - Leases effective January 1, 2019, which resulted in an increase in Lease liabilities of €1,069 million, of which €1,067 million related to the Industrial activities. Finance leases previously included in Other debt have been reclassified to Lease liabilities.
(4) Includes adjustments for fair value accounting on debt and net (accrued)/deferred interest and other amortizing cost adjustments.
(5) Net amount between industrial activities entities' financial receivables due from financial services entities (€960 million at December 31, 2019 and €958 million at December 31, 2018) and industrial activities entities' financial payables due to financial services entities (€168 million at December 31, 2019 and €398 million at December 31, 2018).
(6) Financial receivables due from FCA Bank.
(7) Fair value of derivative financial instruments (net negative €220 million at December 31, 2019 and net positive €90 million at December 31, 2018) and collateral deposits (€42 million at December 31, 2019 and €61 million at December 31, 2018).
(8) Excludes certain debt securities held pursuant to applicable regulations (€50 million at December 31, 2019 and €72 million at December 31, 2018).
(9) At December 31, 2018 this amount included current debt securities of €9 million and there were no collateral deposits classified as held for sale.
(10) At December 31, 2018 amounts include net financial payables due from Magneti Marelli to other group companies of €444 million. At December 31, 2019 amounts include net intercompany financial payables due to activities included within assets held for sale of €74 million.
Additional Information - Debt 2019.12.31
Exhibit 99.2
Net debt/(cash) breakdown
Unaudited
| December 31, 2019 | September 30, 2019 | |||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| (€ billion) | Group | Industrial activities | Financial services | Group | Industrial activities | Financial services | ||||||
| Gross debt^(1)^ | 13.0 | 10.4 | 2.6 | 15.1 | 12.3 | 2.8 | ||||||
| Financial receivables from jointly-controlled financial services companies | (0.1 | ) | (0.1 | ) | 0.0 | (0.1 | ) | (0.1 | ) | 0.0 | ||
| Derivatives (mark to market), net | 0.2 | 0.2 | 0.0 | 0.2 | 0.2 | 0.0 | ||||||
| Cash & marketable securities | (15.5 | ) | (15.4 | ) | (0.1 | ) | (16.2 | ) | (16.1 | ) | (0.1 | ) |
| Net debt/(cash) | (2.4 | ) | (4.9 | ) | 2.4 | (1.0 | ) | (3.7 | ) | 2.6 |
______________________________________________________________________________________________________________________________________________________________________________________________________
Note: Amounts may not add due to rounding.
(1) Amounts shown net of intersegment receivables/payables
Gross debt breakdown
Unaudited
| (€ billion) | Outstanding<br><br>December 31, 2019 | Outstanding<br>September 30, 2019 |
|---|---|---|
| Bank debt | 3.9 | 4.6 |
| Capital markets debt | 6.7 | 8.1 |
| Other debt | 0.6 | 0.5 |
| Lease liabilities | 1.6 | 1.7 |
| Cash maturities | 12.8 | 14.9 |
| Asset-backed financing | 0.2 | 0.2 |
| Accruals | 0.0 | 0.0 |
| Gross Debt | 13.0 | 15.1 |
______________________________________________________________________________________________________________________________________________________________________________________________________
Note: Amounts may not add due to rounding.
Debt Maturity Schedule
Unaudited
| Outstanding<br><br>December 31, 2019 | (€ billion) | 2020 | 2021 | 2022 | 2023 | 2024 | Beyond |
|---|---|---|---|---|---|---|---|
| 3.9 | Bank debt | 2.3 | 0.5 | 0.7 | 0.2 | 0.1 | 0.1 |
| 6.7 | Capital markets debt | 1.5 | 1.2 | 1.4 | 1.3 | 1.3 | 0.0 |
| 0.6 | Other debt | 0.6 | 0.0 | 0.0 | 0.0 | 0.0 | 0.0 |
| 1.6 | Lease liabilities | 0.4 | 0.2 | 0.2 | 0.2 | 0.2 | 0.6 |
| 12.8 | Total Cash maturities^(1)^ | 4.8 | 1.8 | 2.3 | 1.7 | 1.5 | 0.7 |
| 15.5 | Cash and Marketable securities | ||||||
| 7.6 | Undrawn committed credit lines | ||||||
| 23.1 | Total available liquidity |
______________________________________________________________________________________________________________________________________________________________________________________________________
Note: Amounts may not add due to rounding.
(1) Amounts exclude accruals and asset-backed financing ((€0.1) billion at December 31, 2019).