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1、Stellantis N.V.Annual Report for the year ended December 31,2023TABLE OF CONTENTSPageBoard of Directors and Independent Auditor3Message from the Chairman and the CEO4BOARD REPORT7INTRODUCTION7MANAGEMENT REPORT11FCA-PSA Merger11Unaudited Pro Forma Consolidated Financial Information12Stellantis Overvi

2、ew18Progress towards Dare Forward 2030 Strategic Plan21Merger Synergies24Overview of Our Business25Sales Overview32Environmental and Other Regulatory Matters47Financial Overview53Results of Operations61Liquidity and Capital Resources88Risk Management95Risk Factors100CORPORATE GOVERNANCE120Remunerati

3、on Report169NON-FINANCIAL INFORMATION200CONTROLS AND PROCEDURES2482024 STELLANTIS GUIDANCE AND OUTLOOK250Consolidated Financial Statements at December 31,2023251Consolidated Income Statement252Consolidated Statement of Comprehensive Income253Consolidated Statement of Financial Position254Consolidate

4、d Statement of Cash Flows255Consolidated Statement of Changes in Equity256Notes to the Consolidated Financial Statements257Company Financial Statements at December 31,2023378Income Statement379Statement of Financial Position380Notes to the Company Financial Statements381OTHER INFORMATION397Additiona

5、l information for Netherlands Corporate Governance397Additional Information for U.S.Listing Purposes401Independent Auditors Report416FORM 20-F CROSS REFERENCE426This copy of the annual financial reporting of Stellantis N.V.for the year ended 31 December 2023 is not presented in the ESEF-format as sp

6、ecified in the Regulatory Technical Standards on ESEF(Delegated Regulation(EU)2019/815).The ESEF single reporting package is available at:https:/www.afm.nl/en/sector/registers.2BOARD OF DIRECTORS ChairmanJohn ElkannVice ChairmanRobert Peugeot(3)Chief Executive OfficerCarlos TavaresDirectorsHenri de

7、Castries(1),(2),(3)Fiona Clare Cicconi(1),(2),(3)Nicolas Dufourcq(1)Ann Frances Godbehere(2)Wan Ling Martello(2),(3)Benot Ribadeau-Dumas(1),(3)Jacques de Saint-Exupry Kevin Scott(1)INDEPENDENT AUDITORErnst&Young Accountants LLP(AFM annual report filing)(4)EY S.p.A(SEC Form 20-F filing)(4)_(1)Member

8、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 filings3MESSAGE FROM THE CHAIRMAN AND THE CEOMESSAGE FROM THE CHAIRMAN 2023 has been a y

9、ear marked by new projects and significant achievements for Stellantis.Our mission to provide clean,safe,and affordable freedom of mobility to all has never been more important,and the resilience of our colleagues,under the leadership of Carlos Tavares,has made the difference.The story of Stellantis

10、 is one of boldness and progress,of always moving forward.We set the course,allocated resources,and strengthened our capabilities in the communities where we are present.This has allowed our 14 American,British,French,German,and Italian iconic brands to continue creating products that customers love

11、 and enjoy,while leading the industry in terms of margins and staying on our path toward achieving carbon neutrality by 2038.I would like to share the momentum across the entire organization in reaching our carbon neutrality ambition.This year,many teams worked internally and with external partners

12、to develop the most efficient and effective solutions to deliver on our commitments.We will continue to execute our decarbonization strategy to protect our Company,our employees,and generations to come.As part of wider society,Stellantis Foundation,through its philanthropic activities,partnered with

13、 CERN to inaugurate the Science Gateway in Geneva,a new emblematic center for science education and outreach.This initiative will allow students and families from around the world to understand the importance of scientific research and its applications,joining education programs that spark innovatio

14、n and excellence.Simultaneously,we continued to champion access and opportunity by supporting talent wherever it resides.In 2023,the Stellantis Student Awards concluded its second global program,celebrating more than 600 family members of Stellantis employees for their dedication to learning.Embraci

15、ng the diversity of backgrounds and perspectives we will continue to improve Stellantis,as we believe in the value of the dynamic engagement that happens when different ideas collide.The future is full of possibilities,and we are committed to offer the best mobility solutions within the industry.Im

16、sure that,thanks to the leadership team and to the support of our stakeholders,Stellantis is aiming for a sustainable tomorrow as a great company to work for.February 22,2024/s/John Elkann Chairman 4MESSAGE FROM THE CEOI often use the phrase“actions speak louder than words”and in 2023 we doubled dow

17、n on this mantra.We again demonstrated our ability to execute,to innovate and to transform into a sustainable mobility tech company ready to beat the odds and live its purpose:“Powered by our diversity,we lead the way the world moves.”Make no doubt,the enormous transformation happening now in our in

18、dustry is our opportunity-not a threat to shake up the status quo,redefine our destiny,and demonstrate we have the best teams to face fierce competition.We have the people and the mindset,even if we are not always perfect.Dare Forward 2030 is our bold executional roadmap,and on that track,despite th

19、e headwinds of all different kinds,we already have some incredible wins under our belt,creating value for our stakeholders.At the end of 2023,nearly one-third of our product portfolio was battery electric,and in 2024 we intend to have an additional 18 BEVs launched,bringing us to 48 electric models

20、total.This product offensive will support the big electrification push in North America and strengthen our European position.Notably,we launched great models like the Citron-C3,the most competitively priced B-segment EV produced in Europe,and the Jeep Avenger,which was awarded European Car of the Ye

21、ar 2023,among many other top honors.Plus,we remain neck-and-neck with the current leaders in electric vehicles in our Enlarged Europe region.This year also saw the launch of the first of four all-new,BEV-centric platforms.In July,we presented the STLA Medium benchmark platform debuting it on the Peu

22、geot E-3008,with best-in-class range of up to 700 kilometers(435 miles).The second platform,STLA Large,will be launched this year with 800 kilometers(500 miles)and fitted to exceed customer expectations.STLA Large is a highly flexible,BEV-native platform that will serve as the foundation for upcomin

23、g global vehicles in the D and E segments,and able to take multiple propulsion systems,including hybrid and internal combustion.To support our bold electrification ambition,we secured our raw materials needs through 2027 and are on the right pace in battery production.In December 2023,ACC started pr

24、eliminary production for Stellantis at its Billy-Berclau Douvrin Gigafactory(France)on schedule,paving the way for further industrial developments to meet demand,marked by the start of construction of the second block on the French site,before launching the construction of the first block in Germany

25、 and the double block in Italy.The joint venture gigafactories in N.A.are also progressing well with our partners Samsung SDI and LG Energy Solution.We also signed a deal with CATL for the supply of lithium iron phosphate battery cells and modules,further expanding our diverse battery chemistry port

26、folio.Flexibility,execution,resilience and agility remain core tenants of the Stellantis mentality and with our several tech and new model announcements the Company is poised to profitably navigate customer demand,market fluctuations and political shifts.In fact,we delivered continued growth outside

27、 Enlarged Europe and North America with our third engine delivering a 13 percent increase in Net revenues.This year,we also invested 1.4 billion in Zhejiang Leapmotor Technology Co.Ltd(“Leapmotor”),a pure play new energy vehicle original equipment manufacturer(“NEV OEM”),and we now hold approximatel

28、y 21 percent equity,giving us a leading role in supporting their promising growth in China as well as global expansion opportunities through the new Leapmotor International joint venture for which we will manage.We are actively addressing a white space in our business model and can now benefit from

29、Leapmotors competitiveness both in China and abroad.Building on our growth story,the Stellantis Pro One commercial vehicles team achieved market share leadership in EU30 and South America and is the undisputed leader in EU30 BEV sales with 38.8 percent BEV market share.The business is on track to ac

30、hieve its objectives with a completely updated and expanded line-up including internal combustion,battery electric,fuel cell hydrogen and range extended variants.Critical to our long-term sustainability,we opened our first Circular Economy Hub in Italy to bring together a powerhouse of skills and ac

31、tivities aimed at creating a high-performing center of excellence.Our goal is to industrialize the recovery and sustainable reuse of materials,while building innovative technologies and advanced capabilities,to safeguard our shared future.And just before the year concluded,we successfully launched o

32、ur employee share purchase plan Shares to Win-in Italy and France and look forward to it being extended to several other countries in 2024.5Importantly,our record full year 2023 financial results are leading the pack.Net revenues grew 6 percent y-o-y to 189.5 billion,Net profit rose 11 percent to 18

33、.6 billion,and industrial free cash flows increased 19 percent y-o-y to 12.9 billion.In the effort to support a permanent dialogue with external stakeholders,we hosted our first Freedom of Mobility Forum in 2023 on the topic:“In a decarbonized world,will freedom of mobility be affordable to a happy

34、few only?”.The lively debate reflected the rich diversity in opinions from our esteemed panelists.We are now gearing up for the second annual debate coming on April 3,2024.Last,but certainly not least,I warmly thank all Stellantis employees,our shareholders and the many stakeholders who are supporti

35、ng our continued success.Of course,there will be little chance to relax in 2024 with challenges coming quick and fast but we remain committed to preserving freedom of mobility.Because this is what Stellantis was made to do.Thank you.February 22,2024/s/Carlos TavaresChief Executive Officer6BOARD REPO

36、RTINTRODUCTIONAbout this Annual 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

37、 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

38、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 o

39、n 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

40、 N.V.represent the historical financial statements of PSA.This document,referred to hereafter as the“Annual Report”,constitutes the Statutory annual report in accordance with Dutch legal requirements,for Stellantis N.V.,formerly known as Fiat Chrysler Automobiles N.V.,for the year ended December 31,

41、2023.Documents on DisplayThe 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 SECs website is provided solely for information purposes and is not intended

42、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 ch

43、arge through our website,at ,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 TermsIn this report,unless otherwise specified

44、,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

45、 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

46、 PSA and FCA completed on January 16,2021 and resulting in the creation of Stellantis.7Presentation 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

47、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

48、 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

49、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 o

50、riginal 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 audit

51、ed 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

52、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

53、.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,includin

54、g 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 h

55、as 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 estim

56、ate 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 distr

57、ibutors.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 dat

58、a 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

59、are subject to change based on various factors,including those discussed in the section Risk Factors in this report.8Cautionary Statements Concerning Forward Looking StatementsStatements contained in this report,particularly those regarding possible or assumed future performance,competitive strength

60、s,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”,“rema

61、in”,“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 uncerta

62、inties 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

63、 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,includ

64、ing 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,disru

65、ption 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

66、 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 ec

67、onomic 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 contingenc

68、ies,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 consolidat

69、ion 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;9our ability to provide or arrange for access to adequate financing for dealers and retail customers and associated risks related to

70、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 employ

71、ees,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;andother factors discussed elsewhere in this report.Furthermore,in light of t

72、he 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

73、 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

74、 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.10MANAGEMENT REPORTFCA-PSA MergerOn December 17,2019,FCA and PSA entered into a combination agreement providing for the combinati

75、on 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

76、shareholders was reduced to 2.9 billion,with PSAs 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

77、 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 agr

78、eed 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 d

79、ate,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 Janua

80、ry 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 addit

81、ional information.Identification of the accounting acquirerThe 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 indicat

82、ors 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 eff

83、ected through an issuance of FCA shares,the most significant indicators were(i)the composition of the combined groups 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 groups first CEO,who is v

84、ested 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 includ

85、ed elsewhere in this report for additional information.Faurecia DistributionOn 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 a

86、utomotive 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

87、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 t

88、he 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 else

89、where in this report for additional information on Faurecia deconsolidation and distribution.11UNAUDITED PRO FORMA CONSOLIDATED FINANCIAL INFORMATIONThis Unaudited Pro Forma Consolidated Financial Information has been prepared to give effect to completion of the merger of PSA and FCA to create Stell

90、antis,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 For

91、ma 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 h

92、ave been had the merger been completed on January 1,2020.Additionally,the Unaudited Pro Forma Consolidated Financial Information does not attempt to represent,or be an indication of,the future results of operations or cash flows of Stellantis.No pro forma statement of financial position has been pre

93、sented 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

94、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 De

95、cember 31,2021 included elsewhere in this report and(ii)FCAs 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 th

96、e 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 co

97、nsolidated 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 Con

98、solidated 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 form

99、a 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

100、 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 pr

101、o 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

102、,following the completion of the merger.12UNAUDITED PRO FORMA CONSOLIDATED INCOME STATEMENTS FOR THE YEAR ENDED DECEMBER 31,2021For the year ended December 31,2021Pro Forma adjustments(million,except per share amounts)StellantisJanuary 1-16,2021 results of FCAPurchase Price AllocationOther adjustmen

103、tsStellantis Pro Forma Consolidated Income StatementNote 1Note 2Note 3Note 4Net revenues 149,419 2,704 2 (6)152,119 Cost of revenues 119,943 2,322 (52)(6)122,207 Selling,general and other costs 9,130 192 (2)9,320 Research and development costs 4,487 113 (40)4,560 Gains/(Losses)on disposal of investm

104、ents(35)(35)Restructuring costs 698 698 Share of the profit of equity method investees(1)737 3 740 Operating income/(loss)15,863 80 96 16,039 Net financial expenses 734 29 (17)746 Profit/(loss)before taxes 15,129 51 113 15,293 Tax expense 1,911 21 7 1,939 Net profit/(loss)from continuing operations

105、13,218 30 106 13,354 Profit/(loss)from discontinued operations,net of tax 990 990 Net profit/(loss)14,208 30 106 14,344 Net profit/(loss)attributable to:Owners of the parent 14,200 30 106 14,336 Non-controlling interests 8 8 Net profit/(loss)from continuing operationsOwners of the parent 13,210 30 1

106、06 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 _(1)Share of the profit/(loss)of equity method inve

107、stees 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.13NOTES TO UNAUDITED PRO FO

108、RMA CONSOLIDATED FINANCIAL INFORMATIONNote 1 StellantisThis column represents the Consolidated Income Statement of Stellantis for the year ended December 31,2021,included elsewhere within this report.Note 2 FCA HistoricalThis column represents FCAs results for the period from January 1,2021 to Janua

109、ry 16,2021,as derived from FCAs accounting records.Note 3 Purchase Price AllocationAs 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

110、 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 a

111、t 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 excepti

112、ons as permitted by IFRS 3.The excess of the consideration transferred over the fair value of FCAs 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 addit

113、ional 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 f

114、ollowing 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 31,2021.14For the period January 1-16,2021January 1-16,2021(million)Intangible assetsProperty,plant and equipme

115、ntFinancial liabilitiesOtherTotal(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 de

116、tail below.A.Intangible assetsThe 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

117、 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

118、 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

119、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 othe

120、r intangible assets.B.Property,plant and equipmentThe 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 c

121、omparison 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

122、 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

123、2 million has been recorded within Selling,general and other costs in the Unaudited Pro Forma Consolidated Financial Information.C.Financial liabilitiesPurchase price adjustments were recognized to step up to fair value the financial liabilities based on quoted market prices for listed debt and base

124、d 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,

125、and has been recorded within Net financial income(expense)in the Unaudited Pro Forma Consolidated Financial Information.15D.OtherPrimarily 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 revenu

126、e 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 Ja

127、nuary 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

128、.Tax expenseRepresents 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 AdjustmentsOther adjustments include the elimination of the intercompan

129、y 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 conso

130、lidated from that date.Note 5-Pro Forma Earnings per ShareRefer 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

131、 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 additi

132、onal detail on the calculation of earnings per share.Pro Forma Basic earnings per shareYear ended December 31,2021(million except otherwise noted)StellantisContinuing operationsDiscontinued operationsNet profit attributable to owners of the parent,as adjusted 14,200 13,210 990 Add:FCA Net profit att

133、ributable to owners of the parent,January 1-16,2021 30 30 Add:Pro forma adjustments 106 106 Pro Forma Net profit attributable to owners of the parent(A)14,336 13,346 990 Weighted average number of shares outstanding for basic earnings per share(thousand),January 17-December 31,2021(B)3,059,284 3,059

134、,284 3,059,284 Pro Forma Basic earnings per share(per share)(A/B)4.69 4.36 0.32 16Pro Forma Diluted earnings per share Year ended December 31,2021(million except otherwise noted)StellantisContinuing operationsDiscontinued operationsNet profit attributable to owners of the parent,as adjusted 14,200 1

135、3,210 990 Add:FCA Net profit attributable to owners of the parent,January 1-16,2021 30 30 Add:Pro forma adjustments 106 106 Pro Forma Net profit attributable to owners of the parent(A)14,336 13,346 990 Weighted average number of shares outstanding(thousand),January 17-December 31,2021 3,059,284 3,05

136、9,284 3,059,284 Number of shares deployable for share-based compensation,January 17-December 31,2021(thousand)23,651 23,651 23,651 Equity warrants delivered to GM(thousand)68,497 68,497 68,497 Pro Forma Weighted average number of shares outstanding for diluted earnings per share(thousand)(B)3,151,43

137、2 3,151,432 3,151,432 Pro Forma Diluted earnings per share(per share)(A/B)4.55 4.23 0.31 17STELLANTIS 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.

138、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 a

139、nd Chrysler vehicles and(v)European brands covering Abarth,Citron,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

140、 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

141、 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 Teksids cast iron automotive components business.In connection with our Dare Forward 2030 strategic plan

142、,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 al

143、so 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

144、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

145、 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 emis

146、sions 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 materia

147、l 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 Companys

148、 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 Companys available liquidity was 62.6 billion(including 12.6 billion available under und

149、rawn committed credit lines).History of StellantisStellantis 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 resu

150、lt 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 i

151、n 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

152、 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 establ

153、ishment 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

154、 initial public offering of Ferrari N.V.was completed,followed by the spin-off of FCAs remaining interest in Ferrari to its shareholders in January 2016.18Peugeot S.A.began manufacturing and selling vehicles to consumers in 1896 and also expanded its automotive business,particularly in the second ha

155、lf of the twentieth century.In 1974,PSA acquired all of the outstanding shares of Citron S.A.and then merged the two companies in 1976.In 1978,PSA acquired Chrysler Corporations stake in its industrial and commercial subsidiaries in Europe,as well as Chrysler Financial Corporations European commerci

156、al financing subsidiaries.In 1995,PSA Finance Holding,which provided financing for Peugeot and Citron 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 combinatio

157、n 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

158、,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 di

159、rectors 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 Combinati

160、ons(“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 follo

161、wing 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 Netherla

162、nds(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 48326.19Major ShareholdersAs of February 20,2024,the largest shareholders of Stellantis were Exor N.V.(“Exor”)(holding 14.2 percent

163、of the outstanding common shares),tablissements Peugeot Frres(“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

164、 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 o

165、f 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

166、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 ShareholdersNumber of Issued Common Shares(1)Percentage of Issued Common SharesEx

167、or 449,410,092 14.20EPF(2)224,228,121 7.08BPI(3)192,703,907 6.09BlackRock 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 al

168、so 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 share

169、s)(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 Dpots et Consignations(both holding a 49.3 percent interest in Bpifrance SA).Caisse des Dpots et Consignations a

170、lso(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

171、,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 co

172、mmon 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 t

173、hree-year period following the merger.These restrictions expired in early January 2024 and are no longer applicable.20Progress towards Dare Forward 2030 Strategic PlanAchievements so far toward the Dare Forward 2030 Strategic Plan are as follows:CareEthical responsibility is at the core of Stellanti

174、s 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

175、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 in

176、vestment with Galloo France S.A.to create Sustainera Valorauto has been created in 2023 for end-of-life vehicle recyclingWith Orano Batteries SAS,we have signed a memorandum of understanding for electric vehicle battery recyclingWith Qinomic SAS,we have an agreement for electric retrofitting of comm

177、ercial vehiclesMore 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 transfer

178、red 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 pur

179、chase 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;andCelebrated the inaugu

180、ration 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.21TechStellantis ambition is to embrace breakthrough ideas to offer innovative,clean,safe and affordable mobility.Key a

181、chievements 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 2024Revealed all-new Citron-C3 starting at 23,300,is the most competitively priced B-segment electric vehicle(“EV”)p

182、roduced in EuropeSix 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 platfor

183、m,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;Acquir

184、ed equal share in Symbio,jointly with Forvia and Michelin,leader in zero-emission hydrogen mobility and inaugurated Symbios first gigafactory,SymphonHy,in Saint-Fons,France;Implemented multifaceted semiconductor strategy to ensure supply security,drive innovation including the creation of the Silico

185、nAuto 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

186、the Companys data as a service(“DaaS”)business and developing and licensing innovative B2B products,applications and services,in January 2023;andDuring 2023,Stellantis Ventures invested in 6 new startups and Stellantis signed 49 commercial contracts with new startups.ValueStellantis ambition is to b

187、e 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

188、 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;22

189、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 Eu

190、rope 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 in

191、vestment 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 o

192、wnership 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;andSi

193、gned agreement for new manufacturing site in South Africa and starting manufacturing of Fiat 500 model in Algerian plant in early 2024.23Merger SynergiesAs a result of the merger,we have achieved significant synergies from the integration of the legacy businesses,in particular in the following four

194、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 Companys enlarged scale and

195、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

196、 businesses had a well-established presence(i.e.,Enlarged Europe and South America);andAll 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

197、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 r

198、educe the Companys fixed cost base,improve its efficiency on R&D and capex spending and improve the Companys 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 impr

199、ovement going forward.24Overview 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,prima

200、rily 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 t

201、he members of the European Free Trade Association).Under the mainstream brands Citron,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

202、 to manufacture,distribute and sell vehicles primarily in Turkey,Algeria and Morocco under the Peugeot,Citron,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:Stellant

203、is operations to manufacture,distribute and sell vehicles in South and Central America,primarily under the Fiat,Jeep,Peugeot and Citron 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 Indi

204、a&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,Citron,Fiat,DS and Alfa Romeo bran

205、ds.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 p

206、roduction 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 Citron and Peugeot branded vehicles are manufactured in China by Dongfeng

207、 Peugeot Citron 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 own

208、s 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 Companys industrial automation systems design and production business,under the Comau brand name,mobility bus

209、inesses through the brands Free2move and Share Now,the Companys 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.

210、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

211、activities.Refer to Note 3,Scope of consolidation in the Consolidated Financial Statements included elsewhere in this report for details on the sale of Teksids cast iron automotive components business in Mexico and U.S.and the GAC-Stellantis JV bankruptcy filing and the increase in our investment in

212、 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.25Utility vehicles(“UV

213、s”)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

214、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

215、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 sig

216、nificantly 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 W

217、e 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,Citron C5 Aircross,Dodge Hornet,DS 3 Crossback,Maserati Grecale and Peugeot 3008.Our passenger car pr

218、oduct portfolio includes vehicles such as the Opel and Vauxhall Mokka,Fiat New 500,Alfa Romeo Giulia,Citron 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 Strad

219、a,Peugeot Landtrek,Jeep Gladiator,and chassis cabs such as the Ram 3500/4500/5500.Our LCVs include vans such as the Fiat Professional Dobl,Peugeot Partner,Citron Berlingo,Opel/Vauxhall Combo and Ram ProMaster.The Stellantis Production Way(“SPW”)is a set of manufacturing-related tools and principles

220、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 20

221、22 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 DevelopmentIn alignment with its Dare Forward 2030 strategic plan targets,Stellantis recent research initiatives h

222、ave 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,fu

223、el 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 Technolo

224、gy InitiativesModular 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 o

225、f 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 t

226、o 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

227、 quarter of 2024.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-2025.26Full-Electric Propulsion Systems In February 2023,Stellantis a

228、nnounced 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 t

229、he 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,t

230、he 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

231、 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

232、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 Winds

233、or,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

234、 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

235、of battery capacity by 2030.HydrogenIn July 2023,Stellantis announced that it had acquired a 33.3 percent ownership position in Symbio,a leader in zero-emission hydrogen mobility.Symbios Saint-Fons,France gigafactory began production in 2023 and is expected to produce 50,000 hydrogen fuel cells per

236、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 Companys DaaS strategy globally by serving as the gateway to telematic data from the Compa

237、nys 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 famil

238、y 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 cap

239、abilities.27Intellectual PropertyStellantis 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

240、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,S

241、tellantis 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),Sout

242、h 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

243、 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 insti

244、tutions.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

245、 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 pur

246、chases 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 histo

247、rically 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

248、).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

249、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 a

250、greements include take or pay conditions or investments in the suppliers 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 Ele

251、ment 25 Limited for manganese and with McEwen Copper for copper.For a discussion of Stellantiss 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

252、 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 sou

253、rces 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 accor

254、ding to key metrics such as part quality,delivery,performance,financial solvency and sustainability.28Employees 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 3

255、1,2022,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.202320222021North 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 Am

256、erica 28,928 28,968 29,352 China and India&Asia Pacific 6,694 6,572 4,164 Total 258,275 272,367 281,595 At December 31,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

257、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 represen

258、tation 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”

259、)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 w

260、ork 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 manageme

261、nt;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

262、 dialogue with the workforce on a daily basis;andStellantis monitors social indicators in its subsidiaries and globally discloses in a transparent manner to its stakeholders.The Company endorses the International Labor Organizations(“ILO”)declaration on fundamental principles and rights at work.29St

263、ellantis 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 Nort

264、h 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

265、 also in France and Germany;andThree-year new collective agreement for Serbia starting in 2024.FranceDuring 2023,Stellantis signed several agreements,including a new three-year agreement,allowing for implementation of an agile and responsible employment policy to support the Companys transformation.

266、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 exte

267、rnal 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.HungaryIn 2023,a two-year wage and labor flexibility agreement with the union was signed.This agreement contains guara

268、nteed 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

269、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 agreeme

270、nt 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 w

271、ill 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 s

272、ustainable future for the plants in Italy and improvements in work-life balance and wellbeing for the employees.SerbiaIn 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 le

273、vels 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.30Spain In 2023,all Spani

274、sh 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 individualize

275、d 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 mee

276、ting 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 9

277、0 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 mil

278、lion)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.CanadaStellantis entered into a three-year lab

279、or 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 retire

280、ment 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 pa

281、rticipating 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 pai

282、d in December 2023.The agreement expires in September 2026.31Sales 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 plan

283、ts,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 ve

284、hicles,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 FINAN

285、CIAL OVERVIEWShipment 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 update

286、d to reflect current information provided by third party industry sources.The following table shows new vehicle sales by geographic market for the periods presented:202320222021(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

287、.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 Years ended December 31,North AmericaNorth America Sales and CompetitionThe following table presents vehicle sales and estimated market share in the North America segment for

288、 the periods presented: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%Years ended December 31,2023(1)2022(1)2021(1)North AmericaSales Market ShareSales Market ShareSales Marke

289、t Share _(1)Estimated market share data presented are based on managements 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.-Wards AutomotiveMaserati excluded from volum

290、es and market share 32The 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:U.S.202320222021AutomakerPercentage of industryGM 16.3%16.1%14.4%Toyota 14.2%14.9%15.2%Ford 12.6%

291、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%Years ended December 31,_(1)Excluding MaseratiEstimated market share data presented are based on managements estimates of industry sales data,which use certain d

292、ata provided by third-party sources:Canada-DesRosiers Automotive consultants,Mexico-INEGI(Government National Institute)and U.S.-Wards 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 mi

293、llion 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 t

294、o 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 increas

295、ingly 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 u

296、p 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 brands commercial truck segment continued to perform strongly,up 17 percent over 2022.Production of the ICE

297、 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 sale

298、s 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 chan

299、nel are generally more profitable than fleet sales in the daily rental channel primarily due to the mix of products included in each respective channel.33North America Dealer and Customer FinancingIn November 2021,Stellantis acquired First Investors Financial Services Group,now known as Stellantis F

300、inancial 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

301、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 co

302、ntinue 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 Ser

303、vices 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 Ser

304、vice 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 finance

305、d 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

306、 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 Mxico S.A.de C.V.,SOFOM completed in

307、December 2022.Enlarged EuropeEnlarged Europe Sales and Competition The following table presents Stellantis vehicle sales and market share in the Enlarged Europe segment for the periods presented:202320222021Enlarged EuropeSales Market Share Sales Market ShareSales Market ShareThousands of units(exce

308、pt 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 2,7

309、17 16.8%2,572 18.3%3,098 19.3%Years ended December 31,_(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 Scuriss(“ANTS”),Ministry of Infrastructure and Sustainable Mobilit

310、y(“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 regi

311、on 34The following table summarizes new passenger vehicle market share information and our principal competitors in Europe,our largest market in the Enlarged Europe segment: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%Mercede

312、s-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%Years ended December 31,Europe 30(1)Passenger Cars202320222021AutomakerPercentage of industry_(1)Europe 30=27 members of the European Union excluding Malta and including Iceland,Norway,Switzerland and UK(2)Exc

313、luding MaseratiEstimated market share information is derived from third-party industry sources(e.g.,Agence Nationale des Titres Scuriss(“ANTS”),Ministry of Infrastructure and Sustainable Mobility(“MIMS”),ANFAC Spain)and internal informationIn 2023,the automotive industry in the Europe 30 increased b

314、y 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

315、 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 percen

316、t 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 electri

317、fied 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 Europ

318、e 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 Companys performance.Enlarged Europe DistributionIn Europe,we sell and service our vehicles through our o

319、wn 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 i

320、ts 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 stakeholde

321、rs 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 Stella

322、ntis 14-brand portfolio,creating synergies,optimizing distribution costs and offering additional sustainable mobility solutions.35In 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 sim

323、plification,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

324、 network sufficient time to adapt in a competitive landscape with new entrants.Enlarged Europe Dealer and Customer FinancingIn 2023 Stellantis reorganized the leasing and financing activities in Europe that were previously(i)managed by FCA Bank,a 50 percent joint venture with Crdit Agricole Consumer

325、 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,Citron and DS brands(with each of BPF and SCF hol

326、ding 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 CAC

327、F(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 bus

328、iness 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 an

329、d 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 ove

330、rall 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 activiti

331、es within certain Eastern European countries are supported by private label agreements with local banks covering both the wholesale and retail financing needs.36Middle East&AfricaMiddle East&Africa Sales and Competition The following table presents Stellantis vehicle sales and market share in the Mi

332、ddle East&Africa segment for the periods presented:Years ended December 31,202320222021Middle East&AfricaSalesMarket ShareSalesMarket ShareSalesMarket ShareThousands 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)3

333、3 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