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  • CONSOLIDATED FINANCIAL STATEMENTS

    STATUTORY FINANCIAL STATEMENTS

    REPORT OF THE BOARD OF DIRECTORS

    2014

    JOINT-STOCK COMPANY - SHARE CAPITAL EURO 61,672,548.60

    MANTOVA COMPANY REGISTER AND TAX CODE 00607460201

    COMPANY SUBJECT TO THE DIRECTION AND COORDINATION OF CIR S.p.A. REGISTERED OFFICE: VIA ULISSE BARBIERI, 2 - 46100 MANTOVA (ITALY) - TEL. 0376.2031

    OFFICES: VIA FLAVIO GIOIA, 8 - 20149 MILANO (ITALY), TEL. 02.467501

    WEBSITE: WWW.SOGEFIGROUP.COM

    http://www.sogefigroup.com/

  • CONTENTS

    CORPORATE BODIES page 3

    OVERVIEW OF GROUP RESULTS page 4

    STOCK PERFORMANCE page 4

    REPORT OF THE BOARD OF DIRECTORS

    ON OPERATIONS IN 2014

    page 5

    SOGEFI GROUP STRUCTURE page 29

    2014 CONSOLIDATED FINANCIAL STATEMENTS

    - Consolidated financial statements page 30

    - Explanatory and supplementary notes page 36

    - List of equity investments page 158

    CERTIFICATIONS OF THE CONSOLIDATED FINANCIAL

    STATEMENTS PURSUANT TO ARTICLE 81-TER OF CONSOB

    REGULATION NO. 11971/99 AND SUBSEQUENT AMENDMENTS

    page 163

    REPORT OF THE BOARD OF STATUTORY AUDITORS

    REPORT OF THE INDEPENDENT AUDITORS

    page

    page

    164

    168

  • BOARD OF DIRECTORS

    Honorary Chairman CARLO DE BENEDETTI

    Chairman RODOLFO DE BENEDETTI(1)

    Vice Chairman MONICA MONDARDINI(2)

    Directors EMANUELE BOSIO

    LORENZO CAPRIO(4)

    ROBERTA DI VIETO(4)(5)

    DARIO FRIGERIO(3)

    GIOVANNI GERMANO(3)

    GIUSEPPE GIANOGLIO(*)

    ROBERTO ROBOTTI(4)

    PAOLO RICCARDO ROCCA(3)(5)(6)

    Secretary to the Board NIVES RODOLFI

    BOARD OF STATUTORY AUDITORS

    Chairman RICCARDO ZINGALES

    Acting Auditors GIUSEPPE LEONI

    CLAUDIA STEFANONI

    Alternate Auditors LUIGI BAULINO

    MAURO GIRELLI

    LUIGI MACCHIORLATTI VIGNAT

    INDEPENDENT AUDITORS

    DELOITTE & TOUCHE S.p.A.

    (*) Coopted on February 23, 2015. Details on the exercise of powers (Consob Resolution no. 97001574 of February 20, 1997):

    (1) All ordinary and extraordinary powers with single signature, except for those delegated to the

    Board of Directors by law or the by-laws.

    (2) All ordinary powers with single signature.

    (3) Members of the Appointment and Remuneration Committee.

    (4) Members of the Control and Risks Committee and of the Committee for Related Party

    Transactions.

    (5) Members of the Supervisory Body (Legislative Decree 231/2001).

    (6) Lead independent director.

    http://www.sogefi.it/it/files/1276087111.pdfhttp://www.sogefi.it/it/files/1276087143.pdfhttp://www.sogefi.it/it/files/1276087165.pdfhttp://www.sogefi.it/it/files/1276087178.pdfhttp://www.sogefi.it/it/files/1276087249.pdfhttp://www.sogefi.it/it/files/1276087263.pdf

  • 4 Sogefi | Preliminary Notes

    OVERVIEW OF GROUP RESULTS

    STOCK PERFORMANCE

    The graph below shows the performance of Sogefi stock and of the ITSTAR index in

    2014.

    (in millions of Euro)

    Amount % Amount % Amount % Amount %

    Sales revenues 1,158.4 100.0% 1,319.2 100.0% 1,335.0 100.0% 1,349.4 100.0%

    EBITDA pre-restructuring 120.6 10.4% 138.9 10.5% 147.3 11.0% 129.3 9.6%

    EBITDA 111.9 9.7% 126.7 9.6% 129.5 9.7% 109.5 8.1%

    Operating result 88.0 7.6% 92.5 7.0% 107.8 8.1% 84.4 6.3%

    Ebit pre-restructuring 70.7 6.1% 78.8 6.0% 88.3 6.6% 69.4 5.1%

    Ebit 58.5 5.0% 63.4 4.8% 69.1 5.2% 48.3 3.6%

    0.0% 0.0% 0.0% 0.0%

    45.8 3.9% 44.9 3.3% 40.4 3.1% 21.5 1.6%

    Net result 24.0 2.1% 28.2 2.1% 21.1 1.6% 3.6 0.3%

    Self-financing 73.3 89.2 87.9 67.6

    Free cash flow (109.6) 27.6 10.0 3.8

    Net financial position (299.8) (295.8) (304.6) (304.3)

    202.6 200.3 188.9 180.8

    GEARING 1.48 1.48 1.61 1.68

    ROI 13.3% 12.7% 14.0% 9.9%

    ROE 12.6% 15.5% 12.1% 2.2%

    Number of employees at

    December 31 6,708 6,735 6,834 6,668

    Dividends per share (Euro) 0.13 0.13 - - (*)

    EPS (Euro) 0.210 0.260 0.187 0.032

    Average annual price per share 2.3722 1.9856 2.8377 2.0720

    (*) As proposed by the Board of Directors to the Shareholders' Meeting

    2011 2012 2013 2014

    Result before taxes and

    non-controlling interests

    Total shareholders' equity

    Sogefi stock price

    ITSTAR Index

    4,2780 Sogefi

    17.197 ITSTAR

    2,0720 Sogefi

    18.660 ITSTAR

    Jan 14 Feb 14 Mar 14 Apr 14 May 14 Jun 14 Jul 14 Aug 14 Sep 14 Oct 14 Nov 14 Dec 14

    -80%

    -60%

    -40%

    -20%

    0%

    20%

    40%

    60%

    80%

    100%

  • Sogefi | Report on Operations 5

    REPORT OF THE BOARD OF DIRECTORS

    ON OPERATIONS IN 2014

    Shareholders,

    for the year 2014, Sogefi Group realised revenues for Euro 1.3 billion despite negative

    exchange rates and an intensified restructuring effort.

    In this scenario, Sogefi's revenues slightly increased to Euro 1.3 billion (+1.1%, +4.7%

    exchange rates being equal) in 2014 as the growth recorded in North America and Asia

    and in the aftermarket business compensated for the downtrend in South America.

    Margins were negatively affected not only by the performance of South American

    markets, but also by restructuring under way in Europe for the most part and the

    resulting temporary productive inefficiency.

    With regard to the overall performance of automotive markets in 2014, the production of

    cars and light commercial vehicles grew by 3.1% world-wide over 2013, although

    performance was different in the various geographical areas.

    More specifically, automobile markets in North America and Asia did well, as production

    volumes rose by 5% and 6.5%, respectively compared to 2013. South America

    especially Brazil and Argentina witnessed a continued market slowdown compared to

    2013, as the production of passenger and light commercial vehicles dropped by 16.5%

    during the year. Europe witnessed an upswing in the sales of light commercial vehicles

    (+13%) and recovered from the low volumes recorded the previous year, leading to a

    market growth of 5.7% in 2014.

    Sogefi closed the year with consolidated revenues of Euro 1,349.4 million, slightly up

    from the Euro 1,335 million figure recorded in 2013 (+1.1%, +4.7% exchange rates being

    equal).

    The key in achieving this was the good performance on non-European markets. Especially

    noteworthy was the performance in North America and Asia, where revenues grew by

    10.6% (Euro 207.3 million, +16.1% exchange rates being equal) and 39.5% (Euro 82.7

    million, +41.8% exchange rates being equal), respectively compared to 2013,

    compensating for the significant decline in South America (down 19.2% to Euro 181.4

    million, -1.6% exchange rates being equal). Revenues in Europe showed a slight increase

    (+1.5% at Euro 872.1 million).

    In 2014, the Engine Systems business unit realised revenues for Euro 844.9 million, 3.2%

    up from 2013 (+6.3% exchange rates being equal).

    The Suspension Components business unit ended 2014 with revenues of Euro 506.6

    million (Euro 518.6 million in 2013), down 2.3% over 2013 (however, revenues would

    have been up 2.1% exchange rates being equal).

  • 6 Sogefi | Report on Operations

    The table below shows the performance of the divisions:

    (in millions of Euro)

    Amount % Amount %

    Engine systems 844.9 62.7 818.6 61.4

    Suspension components 506.6 37.5 518.6 38.8

    Intercompany eliminations (2.1) (0.2) (2.2) (0.2)

    TOTAL 1,349.4 100.0 1,335.0 100.0

    2014 2013

    Despite the unfavourable effect of exchange rates, contribution to the total revenues of

    the Sogefi Group from non-European countries remained basically stable at 35.4% in

    2014 (35.6% in 2013).

    North America (NAFTA countries) delivered a good performance with contribution to

    Group revenues increasing from 14% in 2013 to 15.4% in 2014. The share of revenues

    contributed by Asian markets grew as well, namely to 6.1% from 4.4% in 2013.

    Conversely, low market volumes and exchange rates drove down the revenues

    contributed by the South American (Mercosur) area, namely from 16.8% of total Group

    revenues in 2013 to 13.5% in 2014. Net of exchange differences, the Mercosur area would

    have accounted for 16% of total revenues.

    The table below shows a breakdown of sales by key markets.

    (in millions of Euro)

    Amount % Amount %

    Europe 872.1 64.6 859.3 64.4

    Mercosur 181.4 13.5 224.4 16.8

    NAFTA 207.3 15.4 187.4 14.0

    Asia 82.7 6.1 59.2 4.4

    Rest of the world 5.9 0.4 4.7 0.4

    TOTAL 1,349.4 100.0 1,335.0 100.0

    2014 2013

    A breakdown of revenues by customers shows the effects of the expansion in areas

    outside Europe noted above. Ford is

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