UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 20-F

o	REGISTRATION STATEMENT PURSUANT TO SECTIONS 12(b) OR 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934

x	ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the Fiscal Year Ended December 31, 2023

o	TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

o	SHELL COMPANY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

Commission File Number 001-36675

Stellantis N.V.

(Exact Name of Registrant as Specified in Its Charter)

The Netherlands
(Jurisdiction of Incorporation or Organization)

Taurusavenue 1

2132 LS Hoofddorp

The Netherlands

Tel. No.: +31 23 700 1511

(Address of Principal Executive Offices)

Giorgio Fossati

Taurusavenue 1

2132 LS Hoofddorp

The Netherlands

Tel. No.: +31 23 700 1511

general.counsel@stellantis.com

(Name, Telephone, E-mail and/or Facsimile number and Address of Company Contact Person)

Securities registered pursuant to Section 12(b) of the Act:

Title of Each Class	Trading Symbol(s)	Name of Each Exchange on which Registered
Common Shares, par value €0.01	STLA	New York Stock Exchange

Securities registered pursuant to Section 12(g) of the Act: None

Securities for which there is a reporting obligation pursuant to Section 15(d) of the Act: None

Indicate the number of outstanding shares of each of the issuer’s classes of capital or common stock as of the close of the period covered by the annual

report: 3,023,099,039 common shares, par value €0.01 per share, and 69,282 special voting shares, par value €0.01 per share.

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes o No þ

If this report is an annual or transition report, indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or 15(d) of

the Securities Act of 1934. Yes o No þ

Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of

1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing

requirements for the past 90 days. Yes þ No o

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of

Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such

files). Yes þ No o

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or an emerging growth company.

See definition of “large accelerated filer,” “accelerated filer,” and emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer	þ	Accelerated filer o	Non-accelerated filer o
Emerging growth company	o

If an emerging growth company that prepares its financial statements in accordance with U.S. GAAP, indicate by check mark if the registrant has

elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of

the Exchange Act. o

Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal

control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared

or issued its audit report. þ

If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the

filing reflect the correction of an error to previously issued financial statements. o

Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation

received by any of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b). o

Indicate by check mark which basis of accounting the registrant has used to prepare the financial statements included in this filing:

U.S. GAAP o International Financial Reporting Standards as issued by the International Accounting Standards Board þ Other o

If “Other” has been checked in response to the previous question, indicate by check mark which financial statement item the registrant has elected to

follow: Item 17 o Item 18 o.

If this is an annual report, indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).

Yes o No þ

(APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY PROCEEDINGS DURING THE PAST FIVE YEARS)

Indicate by check mark whether the registrant has filed all documents and reports required to be filed by Sections 12, 13 or 15(d) of the Securities Exchange

Act of 1934 subsequent to the distribution of securities under a plan confirmed by a court. Yes o No o

	Page
Board of Directors and Independent Auditor	4
BOARD REPORT	5
INTRODUCTION	5
MANAGEMENT REPORT	9
FCA-PSA Merger	9
Unaudited Pro Forma Consolidated Financial Information	10
Stellantis Overview	16
Progress towards Dare Forward 2030 Strategic Plan	19
Merger Synergies	22
Overview of Our Business	23
Sales Overview	30
Environmental and Other Regulatory Matters	45
Financial Overview	51
Results of Operations	59
Liquidity and Capital Resources	86
Risk Management	93
Risk Factors	98
CORPORATE GOVERNANCE	118
Remuneration Report	166
CONTROLS AND PROCEDURES	197
Consolidated Financial Statements at December 31, 2023	199
Consolidated Income Statement	203
Consolidated Statement of Comprehensive Income	204
Consolidated Statement of Financial Position	205
Consolidated Statement of Cash Flows	206
Consolidated Statement of Changes in Equity	207
Notes to the Consolidated Financial Statements	208
OTHER INFORMATION	329
Additional information for Netherlands Corporate Governance	329
Additional Information for U.S. Listing Purposes	333
FORM 20-F CROSS REFERENCE	349
SIGNATURES	352

BOARD OF DIRECTORS
Chairman<br><br>John Elkann
Vice Chairman<br><br>Robert Peugeot(3)
Chief Executive Officer<br><br>Carlos Tavares
Directors<br><br>Henri de Castries(1),(2),(3)<br><br>Fiona Clare Cicconi(1),(2),(3)<br><br>Nicolas Dufourcq(1)<br><br>Ann Frances Godbehere(2)<br><br>Wan Ling Martello(2),(3)<br><br>Benoît Ribadeau-Dumas(1),(3)<br><br>Jacques de Saint-Exupéry<br><br>Kevin Scott(1)
INDEPENDENT AUDITOR<br><br>Ernst & Young Accountants LLP (AFM annual report filing)(4)<br><br>EY S.p.A (SEC Form 20-F filing)(4)

________________________________________________________________________________________________________________________________________________

(1) Member of the Environmental, Social Governance Committee (“ESG”)

(2) Member of the Audit Committee

(3) Member of the Remuneration Committee

(4) Refer to “About this Report” for additional information relating to these regulatory filings

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. represent the historical financial statements of PSA.

This document, referred to hereafter as the “Form 20-F” or the “Annual Report”, constitutes the Annual Report on

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, 2023.

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”, “FCA N.V.” and “FCA Group” 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, 2023 and 2022 and for

the years ended December 31, 2023, 2022 and 2021 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 successfully manage the industry-wide transition from internal combustion engines to full

electrification;

•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;

•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 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 were

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 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 year ended December 31, 2021 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,

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.

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 year ended December 31, 2021 included elsewhere in this report and (ii) 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 were 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 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 period 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 have been or 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 YEAR ENDED

DECEMBER 31, 2021

	For the year ended December 31, 2021

(€ million, except per share amounts)	Stellantis	Purchase Price<br><br>Allocation	Other<br><br>adjustments	Stellantis Pro<br><br>Forma<br><br>Consolidated<br><br>Income<br><br>Statement
	Note 1	Note 3	Note 4
Net revenues	149,419	€2	€(6)	€152,119
Cost of revenues	119,943	(52)	(6)	122,207
Selling, general and other costs	9,130	(2)	—	9,320
Research and development costs	4,487	(40)	—	4,560
Gains/(Losses) on disposal of investments	(35)	—	—	(35)
Restructuring costs	698	—	—	698
Share of the profit of equity method investees(1)	737	—	—	740
Operating income/(loss)	15,863	96	—	16,039
Net financial expenses	734	(17)	—	746
Profit/(loss) before taxes	15,129	113	—	15,293
Tax expense	1,911	7	—	1,939
Net profit/(loss) from continuing operations	13,218	106	—	13,354
Profit/(loss) from discontinued operations, net of tax	990	—	—	990
Net profit/(loss)	14,208	€106	€—	€14,344
Net profit/(loss) attributable to:
Owners of the parent	14,200	€106	€—	€14,336
Non-controlling interests	8	€—	€—	€8
Net profit/(loss) from continuing operations
Owners of the parent	13,210	€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

All values are in Euros.

____________________________________________________________________________________________________

(1) Share of the profit/(loss) of equity method investees is included in our Operating income/(loss) and Adjusted operating income effective January 1, 2023. Refer to "Non-GAAP

Financial Measures" for additional information

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

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

included elsewhere within this report.

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.

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 year ended December 31,

2021 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 year ended December 31, 2021.

For the period January 1 - 16, 2021

	January 1-16, 2021
(€ million)	Intangible<br><br>assets	Property,<br><br>plant and<br><br>equipment	Financial<br><br>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

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 for the period January 1 to January 16, 2021, of which €40

million has been recorded within Research and development costs in relation to capitalized research and development costs

and other intangible assets.

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 for the period January 1 to January 16, 2021, of which €45 million has

been recorded within Cost of revenues and €2 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 for the period January 1 to January 16, 2021, 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 for the period January 1 to January 16, 2021, 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 for the period January 1 to January 16, 2021, 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 for the period January 1 to January 16, 2021, 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 include the elimination of the intercompany transactions with Sevel in the Stellantis Consolidated

Income Statement for the year ended December 31, 2021 of €6 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.

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.

Pro Forma diluted earnings per share is calculated by adjusting the historical diluted weighted average number of

shares outstanding with the Pro Forma weighted average number of dilutive shares outstanding, as adjusted for the merger.

Refer to Note 28, Earnings per share, included within the Consolidated Financial Statements within this report for

additional detail on the calculation of earnings per share.

Pro Forma Basic earnings per share

	Year ended December 31, 2021
(€ million except otherwise noted)	Stellantis	Continuing<br><br>operations	Discontinued<br><br>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 -<br><br>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<br><br>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

Pro Forma Diluted earnings per share

	Year ended December 31, 2021
(€ million except otherwise noted)	Stellantis	Continuing<br><br>operations	Discontinued<br><br>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 -<br><br>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),<br><br>January 17 - December 31, 2021	3,059,284	3,059,284	3,059,284
Number of shares deployable for share-based compensation,<br><br>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<br><br>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

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. 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 production systems sector under the Comau brand. 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 our pre-owned car business, 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. Our focus on software

also includes the deployment of technology across our vehicle platforms and leveraging Over-The-Air (“OTA”) features and

services. We have created Stellantis Ventures which funds investments in early and later-stage startup companies that

develop innovative, customer-centric technologies that targets the automotive and mobility sectors.

Stellantis’ ambition is to contribute to global carbon neutrality, with an ambitious carbon footprint reduction

roadmap, committing to be carbon net zero by 2038 with a single-digit percent compensation of residual emissions versus

2021 level. Our decarbonization strategy includes: (i) cutting CO2 vehicle emissions by offering a wide range of battery

electric vehicles (“BEVs”) and plug-in hybrid electric vehicles (“PHEVs”) and innovation through low-carbon technologies;

(ii) moving forward into a carbon-efficient production system by embracing green energy and reducing emissions and (iii)

improving the environmental performance of the supply chain through a strong engagement of our supply chain to mitigate

emissions. Additionally, this is supported through our circular economy business, whose main objectives are to extend the life

of vehicles and parts by returning material and end-of-life vehicles back to the manufacturing process for new vehicles and

products. We opened our first circular economy hub in Mirafiori, Turin (Italy) in 2023, supporting the 4R Strategy (Recycle,

Repair, Reuse, Remanufacture)

In 2023, Stellantis shipped 6,393 thousand vehicles (including the Company's unconsolidated joint ventures), with

Net revenues of €189.5 billion and Net profit of €18.6 billion, and generated €12.9 billion of Industrial free cash flows (See

Non-GAAP Financial Measures). At December 31, 2023, the Company’s available liquidity was €62.6 billion (including

€12.6 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 in April 2014 under the name Fiat Chrysler Automobiles N.V.

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 in July 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 in

October 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 in August 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 New York Stock Exchange (“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 20, 2024, the largest shareholders of Stellantis were Exor N.V. (“Exor”) (holding 14.2 percent of the

outstanding common shares), Établissements Peugeot Frères (“EPF”) (holding 7.08 percent of the outstanding common

shares) and Bpifrance Participations S.A. (“BPI”) (holding 6.09 percent of the outstanding common shares). As a result of the

loyalty voting mechanism, the voting powers of Exor, EPF and BPI are 22.29 percent, 11.12 percent and 9.9 percent,

respectively. For a description of the loyalty voting mechanism, including the terms and conditions of our special voting

shares, please see “CORPORATE GOVERNANCE- Loyalty Voting Structure.”

As of February 20, 2024 the share capital of the Company consists of the following: 3,165,189,336 common shares

(of which 142,090,297 shares are owned by the Company), 866,522,224 Class A special voting shares and 208,622 Class B

special voting shares, all with a par value of €0.01 each.

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 20, 2024:

Stellantis Shareholders	Number of Issued<br><br>Common Shares(1)	Percentage of<br><br>Issued Common<br><br>Shares
Exor	449,410,092	14.20
EPF(2)	224,228,121	7.08
BPI(3)	192,703,907	6.09
BlackRock Inc.(4)	111,977,749	3.54

________________________________________________________________________________________________________________________________________________

(1)Issued shares includes common shares as well as 866,522,224 Class A special voting shares and 208,622 Class B special voting shares. All Class B special voting shares are

owned by the Company. 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 and 224,228,121 Class A special voting shares (11.12 percent of the issued

shares)

(3)BPI owns 192,703,907 common shares and 192,703,907 Class A special voting shares (9.56 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 11,224,276 Stellantis common shares, representing an additional 0.35 percent of the common shares and 0.28 percent of the issued share capital and voting

rights of Stellantis

(4)According to information published on the AFM website as of February 20, 2024, BlackRock Inc. owns 111,977,749 common shares (2.78 percent of the issued shares) and

136,209,739 voting rights (3.38 percent of the issued shares)

Based on the information in Stellantis’ shareholder register and other sources available to us, as of February 20,

2024, approximately 664 million Stellantis common shares, or approximately 21 percent of the Stellantis common shares,

were held in the United States. As of the same date, approximately 340 record holders of Stellantis common shares had

registered addresses in the United States.

Exor, EPF and BPI were subject to restrictions on share sales for the three-year period following the merger. These

restrictions expired in early January 2024 and are no longer applicable.

Progress towards Dare Forward 2030 Strategic Plan

DF 2.jpg

Achievements so far toward the Dare Forward 2030 Strategic Plan are as follows:

Care

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

employees, and our planet. Key achievements to date include:

•Remaining on track to achieve carbon net zero emission target by 2038 (with single-digit percentage

compensation of the remaining emissions). Stellantis reduced its scope 1 and 2 absolute emissions tons

CO2-equivalent by 20 percent in 2023 versus baseline 2021. Scope 3 will be available in the 2023

Corporate Social Responsibility (“CSR”) Report;

•First Circular Economy Hub inaugurated in Italy in November 2023;

•Three partnerships formed to boost circular economy activities:

◦An investment with Galloo France S.A. to create Sustainera Valorauto has been created in 2023

for end-of-life vehicle recycling

◦With Orano Batteries SAS, we have signed a memorandum of understanding for electric vehicle

battery recycling

◦With Qinomic SAS, we have an agreement for electric retrofitting of commercial vehicles

•More than 40 percent reduction since 2021 in vehicle rate defects 3 months after customer delivery;

•During 2023, we hired 1,680 software professionals globally and transferred more than 4,500 Stellantis

employees to join our software organization. Over 1,100 of our employees who transferred into the

software organization benefited from the software and data academy up-skilling. These achievements

accelerated our plan to reach our 2024 target;

•As of December 31, 2023, we have approximately 30 percent of leadership positions held by women

(approximately 740 women);

•First employee share purchase plan, Shares to Win, launched in France and Italy (22 percent of the

approximately 85,000 employees subscribed);

•Hosted Stellantis Student Awards celebrating more than 600 children of Stellantis employees from five

regions for dedication to continues learning and education; and

•Celebrated the inauguration of CERN Science Gateway in Geneva, Switzerland; Stellantis Foundation

provided the leading donation to support the state-of-the-art facility for science education and outreach.

Tech

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

achievements include:

•In 2023, sold 350,000 BEVs worldwide:

◦ Number 3 in EU30 BEV sales, with a 14 percent increase compared to FY 2022

◦ 30 BEVs in market at end of 2023, 48 planned by end of 2024

◦Revealed all-new Citroën ë-C3 starting at €23,300, is the most

competitively priced B-segment electric vehicle (“EV”) produced

in Europe

•Six planned battery gigafactories with partners: three in North America

and three in Enlarged Europe; strategic agreement with CATL for lithium

iron phosphate battery supply in Europe;

•Revealed the Peugeot E-3008, the first model to use Stellantis' all-new

BEV-centric STLA Medium platform, which takes the brand to the next

level. This innovative platform has been designed to offer best-in-class

performance for the most important criteria for customers: range (up to

700km);

•Partnership with Ample Inc, to integrate innovative battery swapping solution in Stellantis electric vehicles;

•Acquired equal share in Symbio, jointly with Forvia and Michelin, leader in zero-emission hydrogen

mobility and inaugurated Symbio’s first gigafactory, SymphonHy, in Saint-Fons, France;

•Implemented multifaceted semiconductor strategy to ensure supply security, drive innovation including the

creation of the SiliconAuto joint venture with Foxconn;

•Secured electric vehicle battery raw material needs through 2027 resulting from agreements with and

investments in partners. Refer to Supply of Raw Materials included elsewhere in this report for additional

information;

•Launched Mobilisights, fully dedicated to growing the Company’s data as a service (“DaaS”) business and

developing and licensing innovative B2B products, applications and services, in January 2023; and

•During 2023, Stellantis Ventures invested in 6 new startups and Stellantis signed 49 commercial contracts

with new startups.

Value

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

entrepreneurial mindset. Key achievements to date include:

•19.2 percent Net revenues generated outside of North America and Enlarged Europe, growing 56 percent

versus 2021;

•Launched Pro One commercial vehicle offensive: leader in Enlarged Europe with approximately 40 percent

market share in BEVs, No. 1 position in South America, No. 2 in Middle East and Africa and No. 3 in

North America;

•Commercial vehicles Net revenues represents 32 percent of Stellantis’ Net revenues. This is a subset of Net

revenues of the respective segments;

DF 1.jpg

•Strengthened European financial services with two new simplified organizations to enhance multi-brand

capacity: Stellantis Financial Services Europe (formerly Banque PSA Finance) and Leasys (consolidating

the activities of Leasys and Free2move Lease);

•Digital Marketplace launched in major countries in Europe and in the U.S.;

•In November 2023, Stellantis paid €1.4 billion for an equity investment representing approximately 21

percent equity in Zhejiang Leapmotor Co. Ltd (“Leapmotor”), a Chinese new energy vehicle original

equipment manufacturer (“OEM”). The investment is accounted for as an equity method investment and

reported in China and India & Asia Pacific segment. Refer to Note 3, Scope of consolidation within the

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

a new joint venture called Leapmotor International, will be created in 2024 with ownership by Stellantis of

51 percent and by Leapmotor of 49 percent, subject to regulatory approvals. Stellantis will control and

consolidate the joint venture. The joint venture will have exclusive rights for export and sale, as well as

manufacturing of Leapmotor products outside of Greater China; and

•Signed agreement for new manufacturing site in South Africa and starting manufacturing of Fiat 500 model

in Algerian plant in early 2024.

Merger Synergies

As a result of the merger, we have achieved 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 research and development (“R&D”) investments, manufacturing processes and tooling;

•Purchasing. Procurement savings resulting 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 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 from the optimization of other functions, including logistics, supply chain,

quality and after-market operations.

For the year ended December 31, 2023, the Company has achieved €8.4 billion of net cash synergies compared to

€7.1 billion for the year ended December 31, 2022 exceeding the €5 billion annual steady state target established at the time

of the merger. The Company exceeded this target more than two years earlier than planned.

The synergies noted above have helped to structurally reduce the Company’s fixed cost base, improve its efficiency

on R&D and capex spending and improve the Company’s operating performance. We expect the synergies to continue to

benefit the Company in the future. However, synergies will not be reported separately from other ongoing efforts for

continuous improvement going forward.

Overview of Our Business

Stellantis’ activities during the year ended December 31, 2023, 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 (“UK”) and the members of the European Free

Trade Association). Under the mainstream brands Citroën, Fiat, Opel, Peugeot, Vauxhall, premium brands Alfa

Romeo, DS and Lancia. Manufacturing plants are located in: France, Italy, Spain, Germany, UK, Poland,

Portugal, Serbia and Slovakia;

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

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

in Morocco, Algeria and 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 and 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 India and Malaysia, through our joint operation India Fiat India

Automobiles Private Limited (“FIAPL JV”) and our wholly owned subsidiary Stellantis Gurun (Malaysia). In

China,we had our joint venture with GAC Fiat Chrysler Automobiles Co (“GAC-Stellantis JV”) until

production ceased in January 2022. GAC JV filed for bankruptcy in November 2022. Refer to Note 3, Scope of

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

information. Our Citroën and Peugeot branded vehicles are manufactured in China by Dongfeng Peugeot

Citroën Automobiles (“DPCA”) under various license agreements; and

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

vehicles under the Maserati brand. Design, engineering and manufacturing plants are located in Italy.

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 our pre-owned car business, the Company’s industrial

automation systems design and production business, under the Comau brand name, mobility businesses through the brands

Free2move and Share Now, the Company's software and data businesses, and other investments, including Archer Aviation

Inc (“Archer”), 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 and the increase in our investment in Archer.

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, Jeep Grand Cherokee, Jeep Meridian, Jeep Avenger, Alfa Romeo Tonale, Citroën C5 Aircross,

Dodge Hornet, DS 3 Crossback, 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, Citroën C3, Lancia Ypsilon, Maserati Quattroporte

and 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, Fiat Strada, Peugeot Landtrek, Jeep Gladiator, 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.

The Stellantis Production Way (“SPW”) is a set of manufacturing-related tools and principles 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. Following the 2022 launch of SPW, Stellantis focused on implementation and execution

in 2023, as SPW tools, principles and priorities were deployed throughout each of its manufacturing plants.

Research and Development

In alignment with its Dare Forward 2030 strategic plan targets, Stellantis’ recent research initiatives have been

mainly concentrated in the areas of mobility electrification and clean energy, autonomous driving, infotainment technology,

vehicle electronic and software architecture, and connectivity technologies. 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.

Recent Technology Initiatives

Modular Vehicle Platforms

In July 2023, Stellantis unveiled its STLA Medium platform, which has a best-in-class range of more than 700

kilometers. Production of the STLA Medium will begin in Europe in early 2024.

STLA Medium is designed to host compact to mid-size cars and UVs, and is one of the four platforms comprising

Stellantis’ BEV-centric platform strategy, along with STLA Small (ultra-compact cars), STLA Large (mid-size to full-size

vehicles) and STLA Frame (full-size SUV and pickup trucks). Each platform is designed to share electrified components, to

be capable of adapting over time to evolutions in technology and to have a high level of flexibility (length and width).

The all-new, all-electric 2025 Ram 1500 REV will be built on STLA Frame and was introduced at the New York

International Auto Show in April 2023. Deliveries of the 2025 Ram 1500 REV are expected to begin in the fourth quarter of

The all-new 2025 Ram 1500 Ramcharger, a range-extended electric truck announced in November 2023, will also be

built on the STLA Frame platform. Deliveries of the 2025 Ram 1500 Ramcharger are expected to begin in mid-2025.

Full-Electric Propulsion Systems

In February 2023, Stellantis announced a €140 million (U.S.$155 million) investment in three plants in Kokomo,

Indiana, U.S. to produce new electric drive modules (“EDMs”) that will help power future electric vehicles assembled in

North America.

Stellantis’ electric propulsion system strategy includes three families of EDMs 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 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 Technology and Production

In September 2023, Stellantis announced the opening of its first battery technology center in Italy. The facility,

located at Stellantis’ Mirafiori complex in Turin will enable the in-house testing and development of battery packs and related

software.

In October 2023, Stellantis and StarPlus Energy joint venture partner Samsung SDI announced plans to locate a

second battery manufacturing facility in Kokomo, Indiana, U.S. with production expected to begin in 2027. The first StarPlus

Energy gigafactory, also in Kokomo, Indiana, is expected to begin operations in the first quarter of 2025 and the two facilities

have a planned aggregate battery production of approximately 67 gigawatt hours (“GWh”) per year. In addition, production at

the Windsor, Ontario (Canada) gigafactory owned by NextStar Energy, a Stellantis and LG Energy Solution joint venture, is

expected to begin operations in 2024 and will have a battery production in excess of 45 GWh per year.

Automotive Cell Company (“ACC”), a Stellantis joint venture with Total/Saft and Mercedes-Benz AG, started

preliminary production at its Billy-Berclau Douvrin (France) gigafactory in December 2023. ACC has also committed to

gigafactories located in Kaiserslautern, Germany and Termoli, Italy.

In accordance with its Dare Forward 2030 long-term strategic plan, Stellantis is targeting to achieve 400GWh of

battery capacity by 2030.

Hydrogen

In July 2023, Stellantis announced that it had acquired a 33.3 percent ownership position in Symbio, a leader in

zero-emission hydrogen mobility. Symbio’s Saint-Fons, France gigafactory began production in 2023 and is expected to

produce 50,000 hydrogen fuel cells per year by 2026. Forvia and Michelin are also each 33.3 percent shareholders in Symbio.

Connectivity

In January 2023, Stellantis announced the establishment of Mobilisights, a business unit dedicated to executing the

Company’s DaaS strategy globally by serving as the gateway to telematic data from the Company’s connected vehicles.

Stellantis targets to have an estimated 34 million connected vehicles on the road globally by 2030.

Semiconductors

In June 2023, Stellantis and Hon Hai Technology Group (Foxconn) announced the creation of SiliconAuto, a 50/50

joint venture dedicated to designing and selling a family of state-of-the-art semiconductors to supply the automotive industry,

including Stellantis, beginning in 2026. SilconAuto is expected to support Stellantis’ future semiconductor needs, including

with regard to STLA Brain, a service-oriented electronic and software architecture with full OTA updating capabilities.

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, 2023, 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), South America

(Brazil and Argentina) and Africa (Morocco). 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, 2023 was €37.7 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, 2023, property, plant and equipment reported as pledged as collateral for

loans amounted to approximately €0.8 billion, excluding Right-of-use assets (refer to Note 11, Property, plant and

equipment, within the Consolidated Financial Statements included elsewhere in this report for additional information).

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

to “Industrial Environmental Control” included elsewhere in this report for additional information.

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 a substantial

majority of our total Cost of revenues. The raw materials we purchase include, but are not limited to, 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 has formed various partnerships 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. In 2023, Stellantis signed agreements with

Controlled Thermal Resources Holdings Inc (“CTR”) and Argentina Lithium for lithium, with Terrafame for nickel, with

Alliance Nickel Ltd and Kuniko Ltd for cobalt and nickel, with Element 25 Limited for manganese and with McEwen Copper

for copper.

For a discussion of Stellantis’s risks relating to raw materials, parts and components, refer to “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.” included elsewhere in this report for additional information. In order to mitigate these risks,

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. In addition, Stellantis continuously monitors supplier performance according

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

Employees

At December 31, 2023, Stellantis had a total of 258,275 employees (excluding employees of joint arrangements,

associates and unconsolidated subsidiaries), a 5.2 percent decrease from December 31, 2022, and a 8.3 percent decrease from

December 31, 2021. The following table provides a breakdown of employees as of December 31, 2023, 2022 and 2021 by

geographical area.

	At December 31,
	2023	2022	2021
North America	81,341	88,835	91,289
Enlarged Europe	135,211	142,681	150,807
Middle East & Africa	6,101	5,311	5,983
South America	28,928	28,968	29,352
China and India & Asia Pacific	6,694	6,572	4,164
Total	258,275	272,367	281,595

Stellantis employees are free to join trade unions, 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, 2023, approximately 90 percent of our employees

were covered by collective bargaining agreements.

An active dialogue was maintained in 2023 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, The International Union,United Automobile, Aerospace and Agricultural Implement

Workers of America (“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.

Stellantis is committed to a strategy for collective agreements through innovative solutions to balance the social

challenges while allowing the Company to remain competitive. During 2023, we signed more than 600 agreements,

including:

•Official launch of negotiation of a global framework agreement;

•In North America, collective bargaining agreement with contracts with UAW in U.S. and with Unifor in

Canada;

•Four-year national collective agreement in Italy;

•Agreements with plant employees in Madrid, Vigo, Zaragossa (Spain), Mangualde (Portugal), Pernambuco,

Betim (Brazil), Palomar (Argentina), Szentgothard (Hungary) and also in France and Germany; and

•Three-year new collective agreement for Serbia starting in 2024.

France

During 2023, Stellantis signed several agreements, including a new three-year agreement, allowing for

implementation of an agile and responsible employment policy to support the Company’s transformation. It includes a wage

agreement for 2024 covering remuneration, working time and flexibility. It also includes tools for anticipating job trends,

identifying skill needs and offering training. An agreement was also negotiated to reinforce the measures of the departures

plan by facilitating internal or external mobility on a voluntary basis. A health care agreement was also signed to improve

some benefits such as access to alternative medicines while limiting increases in contributions.

Hungary

In 2023, a two-year wage and labor flexibility agreement with the union was signed. This agreement contains

guaranteed wage increases including: (i) terms relating to cost-of-living adjustments for a set period, (ii) increases of certain

benefits which are linked to either time-in-service or performance and (iii) a yearly amount for sport and leisure activities for

employees to support work-life balance. At the same time, the agreement defines work patterns to be applied for the

forecasted production volume in 2024 with the relevant compensation and defines level of labor flexibility to be available to

the Company.

Italy

In March 2023, Stellantis signed with the Italian trade unions a collective bargaining agreement for the period 2023

to 2026 that covers approximately 43,000 employees. The agreement includes: (i) cost of living adjustments for 2023

(increase of 6.5 percent) and 2024 (increase of 4.5 percent), (ii) lump sum payments paid in 2023 and (iii) a new profit-

sharing bonus linked to the Company results that will be paid in April 2024. Wage increases for 2025 and 2026 will be

agreed between Stellantis and the Italian trade unions at the end of 2024. The collective agreement also provides new

measures for welfare and wellbeing, as well as, a framework for remote working. It defines the conditions to ensure a

sustainable future for the plants in Italy and improvements in work-life balance and wellbeing for the employees.

Serbia

In December 2023, Stellantis signed a three-year collective agreement providing employees' wage increases in line

with inflation in lieu of minimum wage increases and redefining pay levels for the relaunch of the plant. It also provides more

flexibility by introducing Stellantis’ standard and reducing total time for breaks. In addition, the collective agreement

introduces a bonus malus system as a tool to manage absenteeism, quality and performance indicators.

Spain

In 2023, all Spanish plants signed their own collective bargaining agreements for the next four years setting up a

common framework of working conditions for our 13,600 employees. The agreements include: (i) a general wage increase

partially linked to cost of living, (ii) a new profit sharing scheme based on individualized performance and (iii) new measures

to ensure balance between work and personal life.

U.S.

In November 2023, the UAW-represented workforce ratified a new collective bargaining agreement that expires in

April 2028. The provisions of the agreement contain opportunities for incremental compensation upon meeting agreed

metrics related to absenteeism and attendance. The agreement includes wage increases, the reinstatement of the Cost of

Living Allowance (“COLA”), a reduction in the time of progression to the top wage tier from eight years to three years,

supplemental unemployment benefits eligibility after 90 days of continuous service, annual lump sum payments to retirees

and surviving spouses, and retirement packages in 2024 and 2026. In addition, the agreement includes an increase in the

defined benefit and defined contribution pension plan rates; along with a commitment to provide €925 million

($1,000 million) in funding to the defined pension plan, which was made in 2023. The agreement, which covers

approximately 43,000 employees, includes a ratification bonus for all employees totaling approximately €201 million

($219 million), which was paid in December 2023.

Canada

Stellantis entered into a three-year labor agreement with Unifor in Canada that was ratified in November 2023, covering

approximately 7,500 employees. The terms of this agreement provide employee wage and benefit increases, including

improvements to base wage rates, reduced time for employees to progress to top wage, COLA protection and retirement

incentive opportunities for long-service employees choosing to retire. Also included are increases to the defined benefit

pension plan benefit for active employees and quarterly lump sum payments to retired employees. In addition, Unifor

members hired on or after September 19, 2016 and currently participating in the defined contribution plan are expected to be

enrolled in a College of Applied Arts and Technology pension plan effective January 2025. The agreement also includes,

lump sum payments to both full and part-time employees, totaling approximately €49 million (CAD$72 million), which were

paid in December 2023. The agreement expires in September 2026.

Sales Overview

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

to retail and fleet customers. Sales include mass-market, premium 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 2021 reported in the tables below include 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,
	2023	2022	2021
	(millions of units)
North America	1.8	1.8	2.0
Enlarged Europe	2.7	2.6	3.1
Middle East & Africa	0.6	0.4	0.4
South America	0.9	0.8	0.8
China and India & Asia Pacific	0.2	0.2	0.2
Total Regions	6.2	5.8	6.6
Maserati	0.03	0.02	0.02
Total Worldwide	6.2	5.8	6.6

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,
	2023(1)		2022(1)		2021(1)
North America	Sales	Market Share	Sales	Market Share	Sales	Market Share
	Thousands of units (except percentages)
U.S.	1,527	9.6%	1,547	10.9%	1,777	11.5%
Canada	158	9.5%	169	11.4%	161	9.9%
Mexico	97	6.8%	74	6.6%	66	6.3%
Total	1,782	9.4%	1,791	10.7%	2,005	11.1%

________________________________________________________________________________________________________________________________________________

(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) and 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.	2023	2022	2021
Automaker	Percentage of industry
GM	16.3%	16.1%	14.4%
Toyota	14.2%	14.9%	15.2%
Ford	12.6%	13.2%	12.4%
Hyundai/Kia	10.4%	10.4%	9.7%
Stellantis(1)	9.6%	10.9%	11.5%
Honda	8.2%	7.0%	9.5%
Nissan	5.7%	5.2%	6.4%
Other	23.1%	22.3%	21.0%
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) and U.S. - Ward's Automotive

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

approximately1.8 million units in 2023 from 14.1 million units in 2022. Industry sales were up 12.4 percent over 2022

calendar year. Production, supply chain and semi-conductor concerns eased across the industry in 2023.

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

Dodge and Chrysler brands to offer UVs, 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 UVs, trucks and vans, consistent with

overall industry sales trends in the North America segment, which have become increasingly weighted towards UVs and

trucks in recent years.

Sales in the U.S. were down 1 percent from 2022. The Jeep Wrangler 4xe, the Jeep Grand Cherokee 4xe and the

Chrysler Pacifica Hybrid were the No. 1, No. 2 and No. 4 top-selling electric plug-ins in the U.S. market in 2023. Chrysler

and Dodge brands were up year-over-year, 19 percent and 5 percent respectively. The Chrysler Pacifica was up 22 percent

over 2022 results. Dodge Durango sales increased 25 percent over 2022 results. Additionally, the Ram brand’s commercial

truck segment continued to perform strongly, up 17 percent over 2022. Production of the ICE Dodge Challenger and Dodge

Charger ended in 2023.

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 November 2021, Stellantis acquired First Investors Financial Services Group, now known as Stellantis Financial

Services US Corp (“Stellantis Financial Services U.S.”). Stellantis Financial Services U.S. provides U.S. customers and

dealers with a complete range of financing options, 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 complement its financing offer to 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, 2023, of the current approximately 2,600 Stellantis dealers in the U.S., Stellantis Financial

Service U.S. provided wholesale lines of credit, starting in April 2023, to approximately 3 percent, SCUSA to approximately

9 percent of the dealers while Ally provided 29 percent. In 2023, approximately 76.7 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. (second full year of operations) market share represented 23.0 percent, 12.9 percent, and 11.3 percent

respectively.

In Canada, our customers are served by cooperation agreements with main local banks providing retail financing and

leasing.

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

customer financing programs for all brands following the acquisition by the latter of the entire share capital of Banque PSA

Finance (“BPF”) Finance México S.A. de C.V., SOFOM completed in December 2022.

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,
	2023		2022		2021
Enlarged Europe	Sales	Market Share	Sales	Market Share	Sales	Market Share
	Thousands of units (except percentages)
France	634	29.4%	620	33.1%	749	35.8%
Italy	591	33.6%	535	36.4%	637	39.0%
Germany	389	12.5%	371	12.9%	417	14.4%
UK	313	13.9%	268	14.1%	315	15.7%
Spain	221	20.2%	213	22.9%	257	25.4%
Other	550	14.2%	543	13,1%	676	16.6%
Europe(1)	2,698	18.3%	2,550	19.7%	3,051	22.1%
Other Europe(2)	19	1.3%	22	1.9%	47	2.1%
Total	2,717	16.8%	2,572	18.3%	3,098	19.3%

________________________________________________________________________________________________________________________________________________

(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”), 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, Serbia and Ukraine)

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 30(1) Passenger Cars	2023	2022	2021
Automaker	Percentage of industry
Volkswagen	24.0%	23.0%	22.9%
Stellantis(2)	18.3%	19.7%	22.1%
Renault	10.5%	10.1%	10.2%
Hyundai/Kia	7.5%	8.2%	7.4%
Toyota	6.7%	6.8%	6.1%
Mercedes-Benz	6.2%	6.5%	6.3%
BMW	6.2%	6.3%	6.2%
Ford	5.9%	6.5%	6.5%
Other	14.7%	12.8%	12.2%
Total	100%	100%	100%

________________________________________________________________________________________________________________________________________________

(1) Europe 30 = 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”), ANFAC Spain) and internal information

In 2023, the automotive industry in the Europe 30 increased by 14 percent as compared to 2022, boosted in part by a

significant jump in sales of BEVs as well as the easing of the components shortages and logistics challenges.

Sales in Europe 30 grew 5.8 percent in 2023 and achieved an 18.3 percent share on a full-year basis despite a

decrease of 140 basis point versus 2022 mainly due to logistics constraints in the first half of the year.

There have been noteworthy achievements in key European markets, with sales passenger cars (“PC”) and

commercial vehicles (“CV”) up compared to last year, with increases of: 2.2 percent in France, 5 percent in Germany, 10.5

percent in Italy, 3.5 percent in Spain and 16.7 percent in the UK. Positive performance from the rest of Europe too, with

significant growth also in Belgium, Luxembourg, Ireland, Portugal, and Switzerland. Overall, France, Italy, and Portugal lead

the total market, with France and the Netherlands ahead in the electrified market.

In the BEV market, Stellantis is growing rapidly, with a 14 percent increase in sales compared to 2022, seizing a

14.2 percent market share in Europe and leading in various BEV segments. BEV sales are steadily increasing from one

quarter to the next, giving Stellantis third place in the Europe 30 market. Models such as the Fiat 500e, Opel/Vauxhall Corsa

electric, Peugeot e-208, Jeep Avenger and the entire BEV Pro One Commercial Vehicles line-up (38.8 percent market share)

have boosted the Company’s performance.

Enlarged Europe Distribution

In Europe, we sell and service our vehicles through our own dealers (located in most European markets),

independent dealers, retailers and authorized workshops. 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. Stellantis’ vision is to promote a sustainable distribution model and all involved

stakeholders will benefit from these changes with the customer experience at the core. Customers will be able to take

advantage of a multi-brand and multi-channel approach with a wider range of services. Dealers, evolving into retailers, will

have a new and efficient business model aimed at benefiting from Stellantis’ 14-brand portfolio, creating synergies,

optimizing distribution costs and offering additional sustainable mobility solutions.

In 2023, Stellantis and its European dealers have signed over 8,000 sales and 25,000 aftersales contracts in ten key

European countries, their shared objectives include simplification, a multi-brand approach, customer-centricity, and quality

assurance. Stellantis initially adopted the new retailer model in Austria, Belgium, Luxembourg and the Netherlands in

September 2023, and has been swiftly working to further enhance the model in these early adopter countries, allowing its

network sufficient time to adapt in a competitive landscape with new entrants.

Enlarged Europe Dealer and Customer Financing

In 2023 Stellantis reorganized the leasing and financing activities in Europe that were previously (i) managed by

FCA Bank, a 50 percent joint venture with Crédit Agricole Consumer Finance S.A. (“CACF”) for the former FCA brands

(Abarth, Alfa Romeo, Fiat, Jeep, Lancia, Chrysler and Maserati), and (ii) managed by BPF for the former PSA brands,

through two separate partnerships, one with Group Santander Consumer Finance (“SCF”) for the Peugeot, Citroën and DS

brands (with each of BPF and SCF holding approximately a 50 percent interest), and one with BNP Paribas Personal Finance

(“BNPP PF”) for the Opel and Vauxhall brands (with each of BPF and BNPP PF holding a 50 percent interest).

As part of this reorganization, Stellantis created a new European multi-brand operational leasing company with

CACF (with each of Stellantis and CACF holding a 50 percent interest), that resulted from the combination of the leasing

activities of Leasys, (a former subsidiary of FCA Bank) and the activities of Free2Move Lease/F2ML, a business unit initially

created within the former Groupe PSA and in charge of the business to business (“B2B”) long-term leasing activity. This new

company took the name of Leasys and concentrates on the long-term operational leasing segment.

The joint ventures with BNPP PF and SCF were reorganized so the joint ventures with BNPP PF now operate

financing activities in Germany, Austria and in the UK and the joint ventures with SCF operate financing activities in France,

Italy, Spain, Belgium, Poland, the Netherlands and through a commercial agreement with SCF in Portugal. In each of these

countries, the financing activities of the relevant joint venture cover all Stellantis brands.

This overall reorganization was completed as of and is effective since April 2023. BPF is now known as Stellantis

Financial Services Europe. Refer to Note 3, Scope of consolidation - Disposals within the Consolidated Financial Statements

included elsewhere in this report for additional information.

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,
	2023		2022		2021
Middle East & Africa	Sales	Market Share	Sales	Market Share	Sales	Market Share
	Thousands of units (except percentages)
Turkey	419	34.0%	250	31.9%	219	29.7%
Algeria	56	86.5%	14	53.5%	11	31.4%
Morocco	33	20.7%	34	20.8%	37	21.1%
Gulf(1)	33	2.4%	26	2.3%	33	3.2%
Overseas France(2)	21	28.8%	24	33.8%	23	31.6%
Israel Zone(3)	21	7.4%	22	8.0%	24	7.8%
Egypt	8	11.3%	17	16.3%	42	22.9%
Other(4)	23	2.6%	28	2.9%	22	2.3%
Total	614	14.8%	415	11.9%	411	11.8%

____________________________________________________________________________________________________

(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 2023, the total industry volume of Middle East & Africa increased by 19 percent, with growth in Turkey, Middle

East (Gulf and Bahrain, Lebanon, Iraq and Pakistan) and Algeria markets. Due to geopolitical events, the Egyptian market

decreased by 30 percent. Despite these headwinds, sales increased by 48 percent with 199 thousand more deliveries and

market share gains in most of the major countries.

Overall market share of the region reached 14.8 percent, up by 290 basis points compared to 2022. The increase was

primarily due to positive performance in Turkey, Algeria and Gulf. Despite being one of the main market brands in Egypt, we

were limited by supply availability for Fiat brand during the year.

Commercial vehicle sales increased by 71 percent, up to 181.6 thousand units, or 21.8 percent market share.

Stellantis secured its number two commercial vehicles position in the region.

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

East & Africa:

	Years ended December 31,
G6(1) Middle East & Africa	2023	2022	2021
Automaker	Percentage of industry
Toyota	18.0%	20.3%	18.9%
Stellantis(2)	16.9%	14.8%	15.1%
Hyundai/Kia	13.3%	13.9%	14.1%
Renault	8.6%	9.3%	9.2%
Volkswagen	7.7%	6.8%	8.1%
Ford	5.2%	4.7%	4.5%
BMW	1.1%	1.1%	1.1%
Mercedes-Benz	1.4%	1.4%	1.3%
Other	27.8%	27.7%	27.6%
Total	100%	100%	100%

________________________________________________________________________________________________________________________________________________

(1) G6: Turkey, Morocco, Israel zone, Gulf, Overseas France and Egypt

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 Algeria, a national sales company is in charge

of distributing Fiat, while Opel is managed by local importer. In all other markets of the region, we distribute through

agreements with local general distributors, with the regional offices of Stellantis located in Cairo, Egypt and Dubai

coordinating operations in Egypt and Middle East.

Middle East & Africa Dealer and Customer Financing

In Turkey, our activities related to the former FCA brands are carried out through a 100 percent owned subsidiary of

our joint venture, Tofas, that provides financial services and insurance products mainly to retail customers, while the

activities related to the PSA brands are carried out by a subsidiary of Stellantis Financial Services Europe, which markets a

range of retail financing and insurance products in cooperation with a TEB Finansman AS, a subsidiary BNPP PF, with

Garanti Bank, a subsidiary of BBVA and, from June 2023, with Yapi Kredi.

Cooperation agreements are also in place with third-party financial institutions to provide dealer network and retail

customer financing in South Africa, Morocco and Algeria.

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,
	2023(1)		2022(1)		2021(1)
South America	Sales	Market Share	Sales	Market Share	Sales	Market Share
	Thousands of units (except percentages)
Brazil	687	31.4%	647	32.9%	636	32.0%
Argentina	120	28.2%	117	30.7%	103	29.1%
Other South America	72	6.4%	80	6.2%	73	6.1%
Total	879	23.5%	844	23.2%	812	22.9%

_______________________________________________________________________________________________________________________________________________

(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

Cuba 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,
	2023(1)	2022(1)	2021(1)
Automaker	Percentage of industry
Stellantis(2)	31.4%	32.9%	32.0%
Volkswagen	16.4%	14.3%	15.9%
GM	15.0%	14.8%	12.2%
Ford	1.3%	1.1%	2.0%
Other	35.9%	37.0%	37.9%
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

2.6

percent to 3.7 million units in

2023

, which was primarily driven by Brazilian market growth, which represented a 11 percent

increase in the industry, mainly due to fleet customers higher purchasing volumes, and a 12 percent increase in the industry in

Argentina, reflecting the gradual recovery of sales.

Stellantis’ market share in South America increased 0.3 basis points from 23.2 percent in

2022

to 23.5 percent in

2023

, keeping leadership in the South America region, as well as in Brazil and Argentina markets with 31.4 percent and

28.2

percent, respectively. Fiat Strada was top seller passenger car in Brazil and Fiat Mobi and Fiat Argo are among top 10 selling

models and in Argentina Fiat Cronos was the top seller with Peugeot 208 at second position.

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 is the brand leader in the region with an increase of 0.9 basis points from 13.6 percent in 2022 to 14.5 percent in 2023,

primarily driven by the success of the new Fastback launched at the end of 2022. Fiat also led the pickup truck market in

Brazil, with the Fiat Strada and the Fiat Toro (both represent a total of 42.6 percent market share in the segment). Jeep

achieved 5.8 percent of the total sales in Brazil with 16.2 percent market share in the SUV segment.

South America Distribution

In South America, the 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 captive finance companies and through strategic relationships with financial institutions.

In Argentina, we have a 100 percent owned captive finance company that offers dealer and retail customer financing

as well as rental services for the former FCA brands (FCA Compañia Financiera S.A.) and a 50 percent owned joint venture

that offer dealer and retail customer financing as for the former PSA brands (PSA Finance Argentina Compañia Financiera

S.A., with Banco Bilbao Vizcaya Argentaria S.A. owning the other 50 percent).

In Brazil, we have two 100 percent owned captive finance companies that offer dealer and retail customer financing

as well as rental services as for the former FCA brands, namely Banco Stellantis S.A. (former “Banco Fidis”) and FCA

Rental Locadora de Automoveis Ltda (commercially known as Flua). Historically, the former PSA brands offered dealer and

retail customer financing through a 50/50 percent joint venture (Banco PSA Finance Brasil S.A.) with Banco Santander

Brasil S.A. In August 2023, Stellantis Financial Services Europe purchased the 50 percent shares held by Banco Santander

Brasil S.A. in Banco PSA Finance Brasil S.A. (and also the 50 percent shares held by Banco Santander Brasil S.A. in

Stellantis Corretora de Seguros e Servicos Ltda., a company providing insurance services), with the objective of ultimately

carrying out retail customer financing activities for all Stellantis brands in Brazil and starting with the integration as from

second half of 2023 of the activities related to the Jeep and Ram branded vehicles.

In Brazil, in addition and in parallel to the above, we have entered into a commercial partnership (private label

financing agreement) with Banco Santander Brasil S.A. in August 2023, under which Banco Santander Brasil S.A. will

provide financing to retail customers purchasing Fiat branded vehicles in Brazil. The partnership agreement expires in August

2025.

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,
	2023(1)(5)		2022(1)(5)		2021(1)(5)
China and India &<br><br>Asia Pacific	Sales	Market Share	Sales	Market Share	Sales	Market Share
	Thousands of units (except percentages)
China(2)*	69	0.3%	94	0.4%	124	0.6%
Japan	33	0.8%	34	1.0%	45	1.2%
India(3)	17	0.4%	20	0.5%	13	0.4%
Australia	18	1.5%	17	1.7%	18	1.8%
Asean & General<br><br>Distributors(“AGD”)(4)	11	0.3%	20	0.6%	14	0.5%
South Korea	7	0.4%	9	0.6%	13	0.9%
New Zealand	3	1.8%	3	2.1%	4	2.8%
China and India & Asia<br><br>Pacific major Markets	159	0.4%	198	0.6%	231	0.7%
Total	159	0.4%	198	0.5%	231	0.6%

________________________________________________________________________________________________________________________________________________

* 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) AGD includes Bangladesh, Brunei, Cambodia, French Polynesia, Indonesia, Laos, 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

In 2023, 25.5 million vehicles (PC and CV) were sold in China, which represents a 7 percent year-over-year

increase.The automotive industry grew by 8.4 percent in India due to new model launches from local OEMs lifting the

market, 15.8 percent in Japan, 12.6 percent in Australia and 3.5 percent in South Korea as the markets started to recover from

the component parts shortage. AGD experienced a decrease of 1.8 percent due to economic slowdown and high inflation

within the market during the year.

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 November 2023, Stellantis

paid €1.4 billion for an equity investment representing approximately 21 percent equity in Zhejiang Leapmotor Technology

Co. Ltd, a Chinese new energy vehicle OEM. The investment is accounted for as an equity method investment and reported

in China and India & Asia Pacific segment. In addition, a joint venture, called Leapmotor International, will be created in

2024 with ownership by Stellantis of 51 percent and by Leapmotor of 49 percent. Stellantis controls the joint venture and will

consolidate the entity. The joint venture will have exclusive rights for export and sale, as well as manufacturing of Leapmotor

products outside of Greater China. The joint venture expects to begin shipments in the second half of 2024. 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), Stellantis vehicles are sold by our 100 percent owned subsidiaries or through DPCA to local independent dealers. The

Dongfeng Peugeot Citroën Automobile Sales Co (“DPCS”) markets the vehicles produced by DPCA under various license

agreements in China, and a Stellantis fully-owned national sales company in China operates and manages the import

vehicles’ sales in China (except Maserati). We also 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 finance and lease companies, Stellantis Automotive Finance Co., Ltd and,

since April 2023, following the finalization of an equity transfer agreement with Dongfeng, Stellantis Leasing Services Co

Ltd. These entities allow us to support our sales activities in China offering to our dealer networks and retail and commercial

customers, a full range of wholesale and retail financing as well as financial and operational leasing products. 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.

Maserati

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, 2023, 2022 and 2021:

	2023 Sales	As a<br><br>percentage of<br><br>2023 sales	2022 Sales	As a<br><br>percentage of<br><br>2022 sales	2021 Sales	As a<br><br>percentage of<br><br>2021 sales
U.S./Mexico	7,907	29.6%	6,945	29.7%	7,765	32.0%
Europe top 4(1)	6,035	22.6%	5,442	23.3%	3,434	14.1%
China	4,367	16.4%	4,680	20.0%	7,357	30.3%
Japan	1,729	6.5%	1,238	5.3%	1,080	4.5%
Other countries	6,651	24.9%	5,099	21.8%	4,633	19.1%
Total	26,689	100.0%	23,404	100.0%	24,269	100.0%

________________________________________________________________________________________________________________________________________________

(1) Italy, United Kingdom, Germany and Switzerland

China includes Hong Kong

U.S. includes Mexico and Puerto Rico

In 2023, a total of 26.7 thousand Maserati vehicles were sold, an increase of 3.3 thousand units compared to 2022 as

a result of sales performance mainly in North America, Europe and Japan. This increase was mainly due to sales of Grecale,

particularly the Grecale GT.

In 2023, Maserati launched the all-new GranTurismo, which is available in three versions (Modena, Trofeo and the

fully electric Folgore). Additionally, Maserati revealed the Grecale Folgore, the brand’s first fully electric SUV, the track-

only hypercar MCXtrema (62 units globally) and the GT2 (track-only race car, approved for the GT2 European

championship).

In Europe, depending on the country, access to dealer and customer financing for Maserati vehicles are either

through joint ventures with BNPP PF or with SCF. In China, our 100 percent owned captive finance companies, Stellantis

Automotive Finance Co. Ltd and Stellantis Leasing Services Co Ltd. provide dealer and retail financing and financial and

operational leasing products. In the U.S., JPMorgan Chase Bank 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 included elsewhere in this report 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 judgment in FCA US’s favor against all claimants except those

in Georgia and North Carolina. Plaintiffs were granted leave to file an amended complaint to add additional states to the

pending action. The Court later entered an order to reset FCA US’s renewed motions for summary judgment to address the

remaining amended claims.

On June 20, 2023, the Court entered an order preliminarily granting class certification for the amended complaint.

FCA US filed an appeal of the Court’s preliminary order. On July 13, 2023, the Court revisited its class certification order

and further narrowed the classes based on a recent Court of Appeals decision.

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 July 20, 2023, the FCA US employee plead guilty to conspiring to

violate the Clean Air Act.

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 paid in connection with 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. In December, 2021, the EC notified Italy of its position that Italy did not comply with its obligation

to enforce EU emission type approval rules. In January 2024, the EC notified the MIT of the alleged non-compliance of Fiat

Ducato Euro 6 vehicles based on tests performed at the EC’s request.

In May 2023, the KBA notified Stellantis of its investigation of certain Opel Euro 5, Peugeot Euro 6b, Fiat Euro 5

and Euro 6 vehicles and its intent to require remedial measures based on the alleged non-compliance of the diesel engines in

certain of those vehicles. The KBA subsequently expanded its inquiry to include Euro 5 and Euro 6 engines used in certain

Alfa Romeo, Fiat and Jeep vehicles, as well as Suzuki vehicles equipped with diesel engines supplied by FCA Italy (now

known as Stellantis Europe) and requested information relating to all Stellantis vehicles that may make use of strategies

similar to those allegedly used by the identified vehicles. The KBA has subsequently advised that these vehicles are non-

compliant and has demanded that Stellantis submit a plan to bring the vehicles into compliance. We continue to cooperate

with the KBA and, at this stage, we are unable to reliably evaluate the likelihood that a loss will be incurred or estimate a

range of possible loss. Given the number of vehicles potentially involved, however, the cost of any recall, and the impact that

any recall could have on related private litigation, may be significant.

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.

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.

The French market surveillance authority (SSMVM) issued a decision of non-compliance regarding NOx emissions

of the Euro 6b Peugeot 308 in July 2023 and with regard to the Euro 6b Lancia Ypsilon in November 2023. We have

appealed these decisions and our appeals remain pending.

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. We have begun settlement discussions with the Public

Prosecutor of Frankfurt regarding the former FCA vehicles. At the Public Prosecutor of Turin’s request, the Italian

proceedings were dismissed in September 2023 and October 2023. In late 2023, we entered into a settlement regarding the

Public Prosecutor of Frankfurt’s criminal investigation of the emissions of certain PSA diesel engines for an amount that is

not material to the Company.

We also face class actions and individual claims in several European countries and Israel. 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, in the UK regarding former FCA and PSA vehicles, and in Israel

regarding former PSA vehicles. We are also defending approximately 12,000 individual consumer claims alleging emissions

non-compliance of certain former FCA vehicles in Germany, as well as a significant number of cases relating to former FCA

and PSA vehicles in the Netherlands and 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. On May 11, 2023, the Seoul Administrative Court dismissed our Korean subsidiary’s appeal of the

certification revocation and our Korean subsidiary has filed a notice of appeal. 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.

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. The case 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 FCA US’s motion to dismiss

one of the cases and that decision has been appealed by plaintiffs. FCA US’s motion to dismiss the other case remains

pending. On March 30, 2023, plaintiffs in the dismissed action filed a new lawsuit in Michigan state court asserting common

law claims, which the UAW removed to federal court. On September 27, 2023, the federal court denied Plaintiffs’ motion to

remand. On January 5, 2024, FCA US filed a motion to dismiss, which 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. The U.S. Court of Appeals for the Sixth Circuit subsequently affirmed the

dismissal of GM’s complaint. On April 17, 2023, the U.S. Supreme Court declined to grant review of the Sixth Circuit’s

decision, which finally resolved the federal court case.

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. The parties are currently engaged in discovery, which is expected to continue

through fall 2024.

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).

We are subject to a range of 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, in

certain exceptional circumstances, we may from time to time fail to meet a particular regulatory requirement. For a discussion

of the environmental and other regulatory-related risks we face, refer to “Risk Factors-Risks Related to the Legal and

Regulatory Environment in which We Operate.” included elsewhere in this report for additional information.

Automotive Tailpipe Emissions

Numerous laws and regulations place limits on vehicle emissions, including standards on tailpipe exhaust emissions

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”).

Regulations also require manufacturers to conduct vehicle testing to demonstrate compliance with these emissions

limits for the useful life of a vehicle.

These requirements become more challenging each year, especially in light of increased scrutiny of emission control

systems for internal combustion engines, and we expect these emissions and 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 also allows CARB to enforce its Low Emission Vehicle (“LEV”) III emission standards. CARB adopted Advanced Clean

Car II Regulations (“ACC II”) for new 2026 and subsequent model year California light-duty vehicles, which will impose

even more stringent LEV IV standards.

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 requires 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. Similarly, Quebec recently amended its light-duty

regulations to require that ZEV sales increase to 100 percent of new vehicle sales by the 2035 model year.

Enlarged Europe Region

In Europe, emissions are regulated by the European Union (“EU”) and the United Nations Economic Commission

for Europe. 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 pressure 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 the Worldwide Harmonized Light Vehicle Test Procedure (“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.

A new Euro 7 regulation was provisionally agreed upon in late 2023 and is expected to apply beginning in 2026.

The primary new requirements of the new Euro 7 regulation will be the introduction of limits for particles emitted by brakes

and tire abrasion, as well as more stringent battery durability requirements.

For a discussion of emissions-related inquiries from relevant governmental agencies in the European Union, refer to

Note 26, Guarantees granted, commitments and contingent liabilities, within the Consolidated Financial Statements included

elsewhere in this report for additional information. Refer also to “Risk Factors-Risks Related to the Legal and Regulatory

Environment in which We Operate” included elsewhere in this report for additional information.

South America Region

Certain countries in South America follow U.S. procedures, standards and OBD requirements, while others follow

the European procedures, standards and OBD requirements described above. In Brazil, vehicle emission standards are

regulated by the Ministry of the Environment. The current phase of regulations (PROCONVE L7) set new fuel efficiency and

safety standards 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, Euro 6 standards are in effect 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 China 6b thresholds in July 2023. 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. Beginning July 2023, RDE conformity factor 2.1 was implemented

and emission durability mileage was extended to 200,000 kilometers. A preliminary study on China 7 emissions has been

initiated which, in addition to emissions pollutants, may add ammonia and brake wear particles to the regulations. OBD

requirements are also expected to be updated to accommodate the increasing market penetration of BEVs. The formal

legislation process is expected to begin in 2024.

South Korea has implemented regulations that are similar to California’s LEV III regulations for all gasoline

vehicles and diesel vehicles are required to meet Euro 6 EU emissions requirements. Japan has adopted the WLTP without

Extra High phase for all models. 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 has implemented nationwide Bharat Stage VI (“BSVI”) Emission norms (equivalent to Euro 6). Stage 2 of

BSVI norms (with more stringent OBD limits, RDE and an in-use performance ratio) was implemented beginning April

Beginning in April 2023, the conformity factor for RDE was also confirmed and implemented. Currently E5/E10 fuel

is the reference fuel for BSVI, and there is a plan to change the fuel to E20 in April 2025. It has been proposed to change the

emission test cycle from Modified Indian Driving Cycle (MIDC) to WLTP beginning in April 2027.

In addition, Australia is developing a revised Regulatory Impact Statement to introduce mandatory Euro 6 standards

beginning in 2027, however Euro 5 standards are expected to remain in force until such time.

Automotive Fuel Economy and Greenhouse Gas Emissions

North America Region

In the U.S., the National Highway Traffic Safety Administration (“NHTSA”) enforces minimum corporate average

fuel economy (“CAFE") standards for fleets of new passenger cars and light-duty trucks sold in the U.S. 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 through model year 2026. Failure to meet NHTSA CAFE standards results in the payment of civil penalties.

CAFE civil penalties are calculated by multiplying the number of vehicles by the penalty rate, which is subject to an annual

inflation adjustment.

EPA has also promulgated a GHG rule under the federal Clean Air Act, the stringency of which increases year-over-

year through model year 2026.

In March 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 (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 market has adopted GHG standards derived from the U.S. government’s footprint-based structure and

generally align with its technology-adoption compliance approach.

Mexico is expected to adopt a fleet average target for CO2 per kilometer, using the U.S. government’s footprint-

based regulatory structure. Starting in model year 2025, the stringency of the annual target will increase annually and will do

so until model year 2027, when it will reach 85.0-116.7 grams of CO2 per kilometer. The Mexican government is also

expected to provide CO2 credits for the use of efficient technologies, including electric vehicles, off-cycle technologies and

efficient air conditioning systems. Voluntary reporting of model years 2019 through 2024 is allowed for credit generation.

Enlarged Europe Region

Each automobile manufacturer must meet a specific registrations-weighted fleet average target for CO2 emissions

from vehicles registered in the European Union. This regulation sets an industry fleet average target of 95 grams of CO2 per

kilometer. 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.

Regulation (EU) 2019/631 sets CO2 emissions targets starting from 2025 and 2030 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 is in force for all registered passenger cars and LCVs. WLTP is intended to provide CO2 emissions and fuel

consumption values that are more representative of real driving conditions.

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

Rota 2030 establishes mandatory requirements for vehicle commercialization in Brazil, including: (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 Rota 2030, phase

of Energy Efficiency (CO2 /fuel efficiency) began in 2022 and 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, in 2022 the government

implemented a comparative labeling based on the European statements (NEDC cycle).

In Chile, a federal law was published to establish an energy efficiency program. The technical rules and targets were

defined in February 2022 and targets implementation by March 2024 for light vehicles.

China and India & Asia Pacific Region

China has adopted WLTP for conventional and PHEVs and a unique Chinese test cycle is applied to battery electric

vehicles. The 2021-2025 Phase V Corporate Average Fuel Consumption (“CAFC”) rules increase in stringency, reaching a

target of 4.6 liters per 100 kilometers by 2025.

New Energy Vehicles (“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.

China’s Ministry of Industry and Information Technology have released administrative rules regarding CAFC and

NEV credits. 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 credit target can be offset either by the purchase of NEV credits or the OEM’s own eligible

carry-forward 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 and certain other Asia Pacific markets 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. There is a proposal to enforce Phase III CAFC targets

with WLTP beginning in April 2027, however, the CO2 targets have not yet been finalized.

South Korea has implemented a Phase III of CAFE/CO2 standards, with more stringent targets. Japan has

implemented a fuel economy standard 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. A new regulatory framework for CAFE/CO2 standards is expected to

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 working on a new ELV

Regulation, reviewing the EU ELV and the EU reusability, recyclability and recoverability directives for application

beginning in 2025. The new regulation aims to integrate the principles of eco-design and the obligations of recycled materials

in new vehicles, for better management of ELVs and better efficiency by reducing illegal export of old used vehicles out of

EU, increasing the quantity and quality of recycled materials, and defining a fair allocation of costs between the stakeholders.

In July 2023, the EU published Regulation 2023/1542 regarding batteries and waste batteries, with a particular focus on

automotive traction batteries.

France has 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

“Individual System” by each OEM to directly assume the collection and processing of all its ELVs. The majority of the

OEMs have opted for implementation of the Individual System.

Vehicle Safety

North America Region

All new vehicles and vehicle equipment sold in the U.S. are governed by the National Traffic and Motor Vehicle

Safety Act of 1966 (the “NTMVS Act”), which requires that all new vehicles and equipment meet the Federal Motor Vehicle

Safety Standards (“FMVSS”) established by NHTSA. Costs continue to increase to meet the FMVSS and other requirements

from NHTSA and to meet the expectations of other public organizations and trade associations, such as the New Car

Assessment Programs (“NCAPs”) of various markets, the safety rating program of the Insurance Institute for Highway Safety

(“IIHS”) and voluntary commitments led by the Alliance for Automobile Innovation. These new vehicle and equipment

requirements and expectations include some that are not globally harmonized. For example, NCAPs rate and compare

vehicles to provide consumers with additional information about new vehicle safety and may employ crash tests and other

evaluations that differ from applicable mandatory regulations. In the U.S., the NCAP uses a five-star rating system to indicate

vehicle safety levels.

The NTMVS Act also mandates that vehicle manufacturers address any defects related to vehicle safety through

safety recall campaigns. A manufacturer is obligated to recall vehicles if it is determined that vehicles fail to meet a safety

standard or contain a safety-related defect. The manufacturer must notify NHTSA and vehicle owners and provide a remedy

at no cost. The actual costs of such a safety recall campaign can be significant and may result in reputational harm.

The regulatory requirements in Canada generally align with U.S. regulations; but the Canadian Motor Vehicle Safety

Act grants the Minister of Transport the power to mandate that manufacturers report defects or non-compliance that it deems

are a safety issue. A new regulation implementing Administrative Monetary Penalties (“AMPs”) was implemented in 2023.

Analysis of Technical Information for Vehicles and Equipment regulations have been proposed and final regulations are

expected by the end of 2024.

Enlarged Europe Region

Vehicles sold in Europe are subject to vehicle safety regulations and standards, primarily under the General Safety

Regulation (“GSR”), established by the EU and introduced United Nations Economic Commission for Europe (“UNECE”)

regulations. In very limited cases, new vehicles sold in Europe may be subject to regulations and standards established by

individual member states. The EU is also likely to adopt additional, more rigorous, requirements in the future, especially in

the area of autonomous vehicle features, such as a driver availability monitoring system, automated lane keeping systems,

vehicle platooning and systems to replace driver’s control. The GSR incorporates the United Nations vehicle approval

regulations and includes compulsory introduction of various active and passive safety requirements, including manufacturer’s

certifications for cybersecurity features and related vehicle applications. New GSR regulations are expected to have an

emphasis on mandatory active safety features, such as lane departure warning systems, advanced driver distraction warning,

intelligent speed assistance, and advanced emergency braking.

South America Region

Vehicles sold in the South America region are subject to different vehicle safety regulations according to each

country, generally based on UNECE standards. In 2017, Brazil published a draft of its 10-year safety regulatory roadmap,

providing a staged approach to implementation of new testing requirements, active safety technology. Brazil has established

mandatory fleet safety targets with penalties for non-compliance and potential tax incentives for exceeding such targets.

China and India & Asia Pacific Region

In China, a mandatory comprehensive event data recorder regulation, which is more complex and expansive than

U.S. regulations, was introduced and implemented on new passenger vehicles beginning in 2022, and new mandatory eCall

requirements are being drafted in China, Malaysia, and South Korea.

A rating system similar to the US NCAPs, known as C-NCAP, employs a strict rating structure to reduce the number

of five-star ratings. Moreover, the China Insurance Auto Safety Index, similar to IIHS, enforces stringent standards for

passenger and pedestrian protection and technologies directed at driver assistance. Compliance with these systems and

standards introduce additional obligations for safety testing and added mandated safety features, potentially incurring

substantial added cost.

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 comply with these requirements, Stellantis utilizes environmental management system (“EMS”) on its

operations, which are designed to ensure compliance with applicable regulatory requirements and reduce the environmental

impact of our manufacturing activities. This program operationalizes 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, 2023, the majority of Stellantis manufacturing plants had an

ISO 14001 certified EMS in place.

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.

Trends, Uncertainties and Opportunities

The trends, uncertainties and opportunities facing Stellantis are summarized below:

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. Capacity-related logistics challenges that began in 2022 continued to negatively impact

vehicle shipment volumes in Enlarged Europe in early 2023, but were largely resolved by year end. However, certain actions

taken to address these challenges resulted in a significant increase in logistics costs in Enlarged Europe during the second half

of 2023. While we have identified and implemented certain initiatives to reduce these costs, this trend may continue in 2024.

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, which had been prevalent until 2021, 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 aggressively increased interest rates in 2022 and continued to increase rates in 2023. Although

central bank monetary tightening may begin to subside, the increases to date and other market factors are 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. The impact of

the transition to electrification on our results is complex and difficult to predict and will depend on regulatory developments,

government incentives and retail consumers’ willingness and ability to purchase more expensive BEVs. Whether our

investments in electric platforms will lead to attractive returns and, more generally, the degree to which electrification may

have a negative impact on our margins, are each highly uncertain. In addition, the timeline of our transition to electrification

and the duration of the impacts, both positive and negative, of this transition on our margins and results of operations are also

highly uncertain. Refer to “Vehicle Profitability” below for a discussion of margins on the sale of BEVs. Refer also to “Risk

Factors - Our future performance depends on our ability to successfully manage the industry-wide transition from internal

combustion engines to full electrification.” included elsewhere in this report for additional information.

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 have made and intend to make, and to maintain 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 our announced plans to converge on four vehicle platforms

for future vehicle launches.

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 negatively 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 of new or substantially improved materials, methods, products, processes, systems or services.

Development expenditures are recognized as an intangible asset if we can 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 is probable

that the future economic benefits attributable to the development expenditure will flow to the entity; and (iii) that the cost of

the asset can be reliably measured. Capitalized development expenditures includes 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, and in consideration of the

environmental, economic and social impacts of the Company’s activities, we intend to invest significant resources in product

development and research and development. New markets for alternative fuel source vehicles and software-based

technologies, such as autonomous vehicles, are also continuing to emerge and we expect both to invest resources in these

areas and to optimize our R&D investments. Notwithstanding this optimization, we have entered a cycle of significantly

higher investments, particularly as it relates to electrification, which is expected to lead to higher amortization charges once

the subject assets start production.

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 electric, hybrid and internal-combustion 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 remained high;

however, there is no guarantee this trend will continue.

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 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.

Recently 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.

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 2023, our pricing increased or remained stable in all regions where we operate. Increased competition,

however, is expected to drive a challenging pricing environment in the global automotive industry for the foreseeable future.

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. Our aggregate cost of raw materials, excluding hedging impact, decreased by

approximately €1.4 billion in 2023, we experienced an aggregate increase of approximately €2.2 billion in 2021 and a further

increase of approximately €6.7 billion in 2022, in each case excluding hedging impacts. To the extent the cost of raw

materials increase 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.

Labor cost is also a meaningful portion of our production costs. Consistent with broader inflationary trends, the

terms of collective bargaining agreements that we entered into in 2023, including with the UAW in the U.S. and Unifor in

Canada, involved significant increases in wages and other costs.

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 experiencing an uncertain economic climate and retail consumers

have been impacted by higher fuel prices, a general cost of living inflation and higher borrowing costs. This may translate

into lower sales, particularly in the more profitable segments of our product mix.

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, in March 2022, the EPA reinstated California’s authority under the Clean Air Act to enforce its own, more stringent,