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Brembo

Annual Report Nov 13, 2015

4472_10-k-afs_2015-11-13_d2fd8253-dc22-4bc3-8551-9349f2ca7a7f.pdf

Annual Report

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CONTENTS

Company Officers 3
Highlights 5
CONSOLIDATED FINANCIAL STATEMENTS
Consolidated Statement of Financial Position 8
Consolidated Statement of Income 9
Consolidated Statement of Comprehensive Income 10
Consolidated Statement of Cash Flows 11
Consolidated Net Financial Position 11
Consolidated Statement of Changes in Equity 12
EXPLANATORY NOTES TO THE FINANCIAL STATEMENTS
Accounting Principles and Valuation Criteria 13
Consolidation Area 13
Notes on the Most Significant Changes in Items of the Consolidated Financial Statements 14
Sales Breakdown by Geographical Area and Application 16
Foreseeable Evolution 18
DIRECTORS' REPORT ON OPERATIONS AND SIGNIFICANT EVENTS
Macroeconomic Context 19
Currency Markets 20
Operating Structure and Reference Markets 21
Significant Events During the Quarter 23
Opt-out from the Obligations to Publish Disclosure Documents 24
Buy-back and Sale of Own Shares 24
Significant Events After 30 September 2015 24

STATEMENT PURSUANT TO ART. 154-bis, PARAGRAPH 2 – PART IV, TITLE III, CHAPTER II, SECTION Vbis, OF ITALIAN LEGISLATIVE DECREE No. 58/98

Company Officers

The General Shareholders' Meeting held on 29 April 2014 confirmed the number of Board members at 11 and appointed the Board of Directors for the three-year period 2014–2016, i.e., until the General Shareholders' Meeting called to approve the Financial Statements for the year ending 31 December 2016. The election was based on the two lists submitted respectively by the majority shareholder Nuova FourB S.r.l. and a group of Asset Management Companies and other institutional investors (holding 2.11% of the share capital, overall).

At 30 September 2015, Company Officers were as follows:

BOARD OF DIRECTORS

Chairman Alberto Bombassei (1) (8)
Executive Deputy Chairman Matteo Tiraboschi (2) (8)
Chief Executive Officer and General Manager Andrea Abbati Marescotti (3) (8)
Directors Cristina Bombassei (4) (8)
Barbara Borra (5)
Giovanni Cavallini (5)
Giancarlo Dallera (5)
Bianca Maria Martinelli (5) (6)
Umberto Nicodano (7)
Pasquale Pistorio (5) (9)
Gianfelice Rocca (5)
BOARD OF STATUTORY AUDITORS (10)
Chairwoman Raffaella Pagani (6)
Acting Auditors Sergio Pivato
Milena T. Motta
Alternate Auditors Marco Salvatore
Myriam Amato (6)
INDEPENDENT AUDITORS Reconta Ernst & Young S.p.A. (11)
MANAGER IN CHARGE OF THE
COMPANY'S FINANCIAL REPORTS Matteo Tiraboschi (12)
COMMITTEES
Audit & Risk Committee (13) Giovanni Cavallini (Chairman)
Giancarlo Dallera
Bianca Maria Martinelli (6)
Remuneration & Appointments Committee Barbara Borra (Chairwoman)
Giovanni Cavallini
Umberto Nicodano
Supervisory Committee Raffaella Pagani (Chairwoman of the Board of Statutory
Auditors) (6)
Milena T. Motta (Acting Auditor)
Sergio Pivato (Acting Auditor)
Alessandra Ramorino (14)
Mario Bianchi (15)
Mario Tagliaferri (16)
  • (1) The Chairman is the Company's legal representative and has powers of ordinary management, within the limits of the law.
  • (2) The Executive Deputy Chairman is the Company's legal representative; the Board of Directors granted him special powers to manage the Company.
  • (3) The Board of Directors granted the Chief Executive Officer and General Manager special powers to manage the Company, as well as powers, pursuant to Article 2381 of the Italian Civil Code, with reference to occupational health and safety (as per Legislative Decree No. 81/2008, as amended by Legislative Decree No. 106/2009), environmental protection and waste management.
  • (4) The Director also holds the position of Executive Director in charge of the Internal Control and Risk Management System.
  • (5) Independent and Non-executive Directors pursuant to Article 148, paragraph 3, of TUF (as required by Articles 147-ter, paragraph 4, and 147-quater of TUF) and Article 2.2.3, paragraph 3, of the Rules of Borsa Italiana S.p.A. and Article 3.C.1 of the Corporate Governance Code of Brembo S.p.A.
  • (6) Director/Auditor elected from the list submitted by a group of Asset Management Companies and other institutional investors (holding 2.11% of share capital, overall).
  • (7) Non-executive Director.
  • (8) Executive Directors.
  • (9) This Director also holds the position of Lead Independent Director.
  • (10) This Board holds the role of Audit Committee and Accounting Audit pursuant to Article 19 of Legislative Decree No. 39/2010.
  • (11) The Shareholders' Meeting held on 23 April 2013 assigned the mandate until the approval of the 2021 Financial Statements.
  • (12) Appointed by the Board of Directors on 29 April 2014. He also holds the position of Investor Relator.
  • (13) This Committee also acts as the Related Party Transactions Committee.
  • (14) Internal Audit Director of the Brembo Group.
  • (15) Private practice lawyer Studio Castaldi Mourre & Partners, Milan.
  • (16) Certified Public Accountant and Certified Auditor, Private practice, Studio Lexis Dottori Commercialisti associati in Crema.

Brembo S.p.A. Registered offices: CURNO (BG) - Via Brembo 25 Share capital: €34,727,914.00 – Bergamo Register of Companies: Tax Code and VAT Code No. 00222620163

Highlights

A B
ECONOMIC RESULTS (euro million) Q3'14 Q4'14 Q1'15 Q2'15 Q3'15 % B/A
Sales of goods and services 438.6 463.1 514.3 524.6 510.2 16.3%
Gross operating income 65.7 72.0 85.7 89.2 91.9 39.9%
% of sales 15.0% 15.5% 16.7% 17.0% 18.0%
Net operating income 41.0 43.9 59.1 62.2 63.1 53.7%
% of sales 9.3% 9.5% 11.5% 11.9% 12.4%
Result before taxes 37.3 40.6 59.0 58.8 60.8 62.9%
% of sales 8.5% 8.8% 11.5% 11.2% 11.9%
Net result for the period 30.4 34.7 45.8 43.1 43.2 42.0%
% of sales 6.9% 7.5% 8.9% 8.2% 8.5%
A B
FINANCIAL RESULTS (euro million) Q3'14 Q4'14 Q1'15 Q2'15 Q3'15 % B/A
Net invested capital 854.9 839.5 909.9 880.0 878.9 2.8%
Shareholders' equity 505.6 536.3 621.4 596.6 630.3 24.7%
Net financial indebtedness 319.8 270.4 255.2 249.8 215.4 -32.6%
PERSONNEL AND CAPITAL EXPENDITURE
Personnel at end of period (No.) 7,703 7,690 7,921 7,766 7,809 1.4%
Turnover per employee (euro thousand) 56.9 60.2 64.9 67.6 65.3 14.7%
Capital Expenditure (euro million) 29.7 36.0 29.1 35.0 29.8 0.3%
MAIN RATIOS Q3'14 Q4'14 Q1'15 Q2'15 Q3'15
Net operating income/Sales of goods and services 9.3% 9.5% 11.5% 11.9% 12.4%
Result before taxes/Sales of goods and services 8.5% 8.8% 11.5% 11.2% 11.9%
Capital Expenditure/Sales of goods and services 6.8% 7.8% 5.7% 6.7% 5.8%
Net Financial indebtedness/Shareholders' equity 63.3% 50.4% 41.1% 41.9% 34.2%
Net financial charges(*)/Sales of goods and services 0.8% 0.7% 0.7% 0.6% 0.5%
Net financial charges(*)/Net Operating Income 8.8% 7.4% 6.0% 5.5% 4.4%
ROI 19.0% 20.7% 26.3% 28.4% 28.5%
ROE 23.8% 25.4% 30.0% 30.0% 27.2%

Notes:

ROI: Net operating income/ Net invested capital multiply by year days/period days.

ROE: Result before minority interests/ Shareholders equity multiply by year days/period days.

(*) Net of exchange losses/gains.

Consolidated Financial Statements

Consolidated Statement of Financial Position

(euro thousand) 30.09.2015 31.12.2014 Change
ASSETS
NON-CURRENT ASSETS
Property, plant, equipment and other equipment 553,215 539,977 13,238
Development costs 40,606 43,705 (3,099)
Goodwill and other indefinite useful life assets 43,200 40,789 2,411
Other intangible assets 14,065 14,664 (599)
Shareholdings valued using the equity method 26,886 28,176 (1,290)
Other financial assets (including investments in other companies and derivatives) 11,404 1,180 10,224
Receivables and other non-current assets 5,521 6,123 (602)
Deferred tax assets 59,085 55,591 3,494
TOTAL NON-CURRENT ASSETS 753,982 730,205 23,777
CURRENT ASSETS
Inventories 242,948 230,655 12,293
Trade receivables 330,796 286,893 43,903
Other receivables and current assets 40,056 38,559 1,497
Current financial assets and derivatives 560 10,146 (9,586)
Cash and cash equivalents 211,643 206,024 5,619
TOTAL CURRENT ASSETS 826,003 772,277 53,726
TOTAL ASSETS 1,579,985 1,502,482 77,503
EQUITY AND LIABILITIES
GROUP EQUITY
Share capital 34,728 34,728 0
Other reserves 133,943 109,269 24,674
Retained earnings/(losses) 324,025 257,922 66,103
Net result for the period 132,126 129,054 3,072
TOTAL GROUP EQUITY 624,822 530,973 93,849
TOTAL MINORITY INTERESTS 5,487 5,357 130
TOTAL EQUITY 630,309 536,330 93,979
NON-CURRENT LIABILITIES
Non-current payables to banks 222,703 271,079 (48,376)
Other non-current financial payables and derivatives 3,668 6,198 (2,530)
Other non-current liabilities 951 14,382 (13,431)
Provisions 14,519 9,640 4,879
Provisions for employee benefits 33,235 32,793 442
Deferred tax liabilities 14,065 14,563 (498)
TOTAL NON -CURRENT LIABILITIES 289,141 348,655 (59,514)
CURRENT LIABILITIES
Current payables to banks 199,848 202,605 (2,757)
Other current financial payables and derivatives 1,357 6,675 (5,318)
Trade payables 335,567 308,977 26,590
Tax payables 22,197 14,385 7,812
Short term provisions 2,830 645 2,185
Other current payables 98,736 84,210 14,526
TOTAL CURRENT LIABILITIES 660,535 617,497 43,038
TOTAL LIABILITIES 949,676 966,152 (16,476)
TOTAL EQUITY AND LIABILITIES 1,579,985 1,502,482 77,503

Consolidated Statement of Income (Third Quarter 2015)

(euro thousand) Q3'15 Q3'14
restated
Change %
Sales of goods and services 510,201 438,561 71,640 16.3%
Other revenues and income 9,608 3,440 6,168 179.3%
Development cost capitalised 2,797 2,360 437 18.5%
Raw materials, consumables and goods (265,023) (230,799) (34,224) 14.8%
Income (expenses) from equity investments of a non-financial nature 2,428 1,985 443 22.3%
Other operating costs (85,094) (73,041) (12,053) 16.5%
Personnel expenses (83,040) (76,841) (6,199) 8.1%
GROSS OPERATING INCOME 91,877 65,665 26,212 39.9%
% of sales of goods and services 18.0% 15.0%
Depreciation, amortisation and impairment losses (28,812) (24,643) (4,169) 16.9%
NET OPERATING INCOME 63,065 41,022 22,043 53.7%
% of sales of goods and services 12.4% 9.3%
Net interest income (expense) (2,263) (3,650) 1,387 -38.0%
Interest income (expense) from investments 0
(48)
48 -100.0%
RESULT BEFORE TAXES 60,802 37,324 23,478 62.9%
% of sales of goods and services 11.9% 8.5%
Taxes (17,563) (6,937) (10,626) 153.2%
RESULT BEFORE MINORITY INTERESTS 43,239 30,387 12,852 42.3%
% of sales of goods and services 8.5% 6.9%
Minority interests (84) (5) (79) 1580.0%
NET RESULT FOR THE PERIOD 43,155 30,382 12,773 42.0%
% of sales of goods and services 8.5% 6.9%
BASIC/DILUTED EARNINGS PER SHARE (euro) 0.66 0.47

Consolidated Statement of Income (30 September 2015)

(euro thousand) 30.09.2015 30.09.2014
restated
Change %
Sales of goods and services 1,549,103 1,340,258 208,845 15.6%
Other revenues and income 15,160 9,501 5,659 59.6%
Development cost capitalised 8,911 8,042 869 10.8%
Raw materials, consumables and goods (795,405) (695,622) (99,783) 14.3%
Income (expenses) from equity investments of a non-financial nature 6,315 4,606 1,709 37.1%
Other operating costs (252,679) (216,149) (36,530) 16.9%
Personnel expenses (264,575) (242,852) (21,723) 8.9%
GROSS OPERATING INCOME 266,830 207,784 59,046 28.4%
% of sales of goods and services 17.2% 15.5%
Depreciation, amortisation and impairment losses (82,452) (73,266) (9,186) 12.5%
NET OPERATING INCOME 184,378 134,518 49,860 37.1%
% of sales of goods and services 11.9% 10.0%
Net interest income (expense) (5,735) (10,137) 4,402 -43.4%
Interest income (expense) from investments 5
(74)
79 -106.8%
RESULT BEFORE TAXES 178,648 124,307 54,341 43.7%
% of sales of goods and services 11.5% 9.3%
Taxes (44,885) (30,024) (14,861) 49.5%
RESULT BEFORE MINORITY INTERESTS
% of sales of goods and services
133,763
8.6%
94,283
7.0%
39,480 41.9%
Minority interests (1,637) 104 (1,741) -1674.0%
NET RESULT FOR THE PERIOD
% of sales of goods and services
132,126
8.5%
94,387
7.0%
37,739 40.0%
BASIC/DILUTED EARNINGS PER SHARE (euro) 2.03 1.45

Consolidated Statement of Comprehensive Income (30 September 2015)

(euro thousand) 30.09.2015 30.09.2014 Change
RESULT BEFORE MINORITY INTERESTS 133,763 94,283 39,480
Other comprehensive income/(losses) that will not be subsequently
reclassified to income/(loss) for the period:
Effect (actuarial gain/loss) on defined-benefit plans (746) (2,814) 2,068
Fiscal effect 84 702 (618)
Effect (actuarial gain/loss) on defined-benefit plans regarding companies valued using the
equity method (4) 0 (4)
Total other comprehensive income/(losses) that will not be subsequently
reclassified to income/(loss) for the period (666) (2,112) 1,446
Other comprehensive income/(losses) that will be subsequently
reclassified to income/(loss) for the period:
Effect of hedge accounting (cash flow hedge) of derivatives 55 58 (3)
Fiscal effect (15) (16) 1
Change in translation adjustment reserve 13,276 16,084 (2,808)
Total other comprehensive income/(losses) that will be subsequently
reclassified to income/(loss) for the period 13,316 16,126 (2,810)
COMPREHENSIVE RESULT FOR THE PERIOD 146,413 108,297 38,116
Of which attributable to:
– the Group 144,780 108,403 36,377
– Minority Interests 1,633 (106) 1,739

Consolidated Statement of Cash Flows

Cash and cash equivalents at beginning of period
99,347
42,511
55,915
89,691
Result before taxes
178,648
124,307
60,804
37,325
Depreciation, amortisation/Impairment losses
82,452
73,266
28,812
24,643
Capital gains/losses
(252)
(308)
95
(123)
Income/expenses from equity investments net of dividends received
686
(4,508)
(2,427)
(1,937)
Financial portion of defined benefits and payables for personnel
590
724
196
242
Long-term provisions for employee benefits
1,632
644
1,184
133
Other provisions net of utilisations
19,824
10,423
2,564
2,668
Cash flows generated by operating activities
283,580
204,548
91,228
62,951
Paid current taxes
(38,495)
(21,274)
(4,298)
(6,276)
Uses of long-term provisions for employee benefits
(2,770)
(2,172)
(1,240)
(439)
(Increase) reduction in current assets:
inventories
(29,440)
(40,612)
10,377
(8,386)
financial assets
(471)
(449)
8
(453)
trade receivables
(57,228)
(59,164)
20,256
(6,573)
receivables from others and other assets
(2,335)
4,470
(9,881)
3,520
Increase (reduction) in current liabilities:
trade payables
39,833
18,283
(17,382)
(18,663)
payables to others and other liabilities
(8,491)
13,258
(12,397)
6,778
Translation differences on current assets
285
9,656
(5,864)
7,173
Net cash flows from/(for) operating activities
184,468
126,544
70,807
39,632
Investments in:
intangible assets
(13,275)
(11,823)
(3,533)
(2,793)
property, plant and equipment
(80,564)
(78,953)
(26,255)
(26,915)
financial assets (shareholdings)
20
0
0
0
Disposal of subsidiaries, net of cash disposed of
9,080
0
0
0
Price for disposal, or reimbursement value of fixed assets
1,220
1,663
220
851
Net cash flows from/(for) investing activities
(83,519)
(89,113)
(29,568)
(28,857)
Dividends paid in the period
(52,030)
(32,519)
(13,008)
0
Capital contributions to consolidated companies by minority shareholders
0
640
0
264
Change in fair value valuation
(494)
(236)
214
(588)
Loans and financing granted by banks and other financial institutions in the period
130,002
111,857
125,159
6,598
Repayment of long-term loans
(197,320)
(71,518)
(128,062)
(18,225)
Net cash flows from/(for) financing activities
(119,842)
8,224
(15,697)
(11,951)
Total cash flow
(18,893)
45,655
25,542
(1,176)
Translation differences on cash and cash equivalents
1,415
586
412
237
CASH AND CASH EQUIVALENTS AT END OF THE PERIOD
81,869
88,752
81,869
88,752
(euro thousand) 30.09.2015 30.09.2014 Q3'15 Q3'14

Consolidated Net Financial Position

(euro thousand) 30.09.2015 31.12.2014
A Cash 116 124
B Other cash equivalents 211,527 205,900
C Derivatives and securities held for trading 318 486
D LIQUIDITY (A+B+C) 211,961 206,510
E Current financial receivables 242 9,660
F Current payables to banks 129,774 106,677
G Current portion of non-current debt 70,074 95,928
H Other current financial debts and derivatives 1,357 6,675
I CURRENT FINANCIAL DEBT (F+G+H) 201,205 209,280
J NET CURRENT FINANCIAL DEBT (I–E–D) (10,998) (6,890)
K Non-current payables to banks 222,703 271,079
L Bonds issued 0 0
M Other non-current financial debts and derivatives 3,668 6,198
N NON-CURRENT FINANCIAL DEBT (K+L+M) 226,371 277,277
O NET FINANCIAL DEBT (J+N) 215,373 270,387

Consolidated Statement of Changes in Equity

Share Capital
Hedging reserve
Retained earnings
Net result for the
Result of minority
and reserves of
Equity of Minority
Share Capital
Other Reserves
Group Equity
Equity
(*)
(losses)
period
interest
Minority
Interests
(euro thousand) Interests
Balance at 1 January 2014 34,728
93,513
(116)
207,209
89,016
424,350
87
4,770
4,857
429,207
Allocation of profit for the previous year 56,497
(56,497)
0
(87)
87
0
0
(32,519)
(32,519)
0
(32,519)
Capital increase of consolidated companies by minority shareholders 0
640
640
640
Components of comprehensive income:
Effect of hedge accounting (cash flow hedge) of derivatives (*) 42
42
0
42
Effects arising from the application of IAS 19R (2,112)
(2,112)
0
(2,112)
16,086
16,086
(2)
(2)
16,084
94,387
94,387
(104)
(104)
94,283
34,728
109,599
(74)
261,594
94,387
500,234
(104)
5,495
5,391
505,625
34,728
109,319
(50)
257,922
129,054
530,973
(370)
5,727
5,357
536,330
357
76,667
(77,024)
0
370
(370)
0
0
(52,030)
(52,030)
0
(52,030)
Capital increase of consolidated companies by minority shareholders 0
0
0
1,129
1,129
(1,503)
(1,503)
(374)
(30)
(30)
0
(30)
10,997
(10,997)
0
0
0
Acquisto azioni proprie relativo alle imprese valutate con il metodo del
(662)
(662)
0
(662)
Effect (actuarial income/loss) on defined benefit plans,for companies valued using the
(4)
(4)
0
(4)
Effect of hedge accounting (cash flow hedge) of derivatives (*) 40
40
0
40
13,280
13,280
(4)
(4)
13,276
132,126
132,126
1,637
1,637
133,763
34,728
133,953
(10)
324,025
132,126
624,822
1,637
3,850
5,487
630,309

(*) Hedging reserves are net of the related tax effect.

Explanatory Notes to the Financial Statements

Accounting Principles and Valuation Criteria

The interim report for the third quarter of 2015 was prepared in accordance with paragraph 5 of Article 154-ter of Italy's Consolidated Finance Law (TUF), regarding financial disclosures, and the guidelines provided in Consob Communication No. DEM/8041082 issued on 30 April 2008. The interim report includes the Statement of Financial Position, the Statement of Income, the Statement of Comprehensive Income, the Statement of Cash Flows, the Statement of Changes in Equity and brief Related Explanatory Notes.

Reference is made to the 2014 Financial Statements for the relevant international accounting standards and criteria adopted by the Group when preparing the above-mentioned Financial Statements. The preparation of the interim report on operations requires management to make estimates and assumptions that have an effect on the amounts of recognised revenues, costs, assets and liabilities, and the disclosure of contingent assets and liabilities as of the reporting date. Should in the future such estimates and assumptions, which are based upon the management's best assessment, diverge from actual circumstances, they will be modified accordingly during the period in which such circumstances change.

It should also be noted that certain measurement processes, such as the determination of impairment for non-current assets, are typically carried out in full only during preparation of the Annual Financial Statements when all necessary information is available, unless impairment indicators require immediate analysis. It should also be pointed out that the value of inventories has been calculated for Brembo S.p.A. by applying the cost of inventories at 31 May 2015 to the inventory accounting results at 30 September 2015. Actuarial valuations necessary to determine employee benefits are also typically performed during the preparation of the Annual Financial Statements. This Interim Report has not been audited.

Consolidation Area

The Financial Statements for the third quarter of 2015 include the financial statements of Brembo S.p.A., the Parent Company, and the financial statements of the companies that Brembo S.p.A. directly or indirectly controls as per IFRS (IFRS 10). Compared to the third quarter of 2014, the following corporate transactions were carried out:

  • on 30 April 2015, Sabelt S.p.A. sold to the minority shareholders its 70% stake in the company Belt & Buckle S.r.o. Therefore, as of 1 May 2015 the child safety business (0.1% of 2014 consolidated turnover) has been excluded from the Group's consolidation area;
  • on 12 June 2015, Brembo S.p.A. reached an agreement with the minority shareholders for the sale of its controlling interest (65%) in Sabelt S.p.A., a manufacturer of seat belts and seats for top-range and racing cars. As a result of the agreement, which became effective retroactively from 1 June 2015, Sabelt S.p.A.'s business (1.8% of 2014 consolidated turnover) was excluded from the Group's consolidation area;
  • the company Innova Tecnologie S.r.l., 30% held by Brembo S.p.A., began winding up procedures as decided unanimously by the shareholders. The company was thus excluded from the Group's consolidation area as of 1 January 2015, as its last available Financial Statements were those for the year ended 31 December 2014.

Notes on the Most Significant Changes in Items of the Consolidated Financial Statements

In the third quarter of 2015, the performance of sales was highly positive, confirming the trend of constant increase in Group's turnover. Net sales for the third quarter of 2015 amounted to €510,201 thousand, with a 16.3% increase compared to the same period of 2014.

Nearly all applications contributed to revenue growth. Car applications contributed most, closing the third quarter with an increase of 20.2% compared to the same period of 2014. Significant increases were recorded also in motorbike applications (+9.3%) and commercial vehicles (+16.5%), whereas the racing sector shrank by 16.7% compared to the third quarter of 2014, also due to Sabelt S.p.A.'s exclusion from the consolidation area.

At geographical level, almost all the areas in which the Group operates reported growth. In Europe, Germany — Brembo's main reference market with 24.4% of sales — showed a 19.3% increase compared to the third quarter of 2014; strong performances were also reported in the United Kingdom (+10.2%) and France (+2.9%), whereas Italy witnessed a slight decline (-1.1%). North America, Brembo's top market at 29.7% of sales, rose by 31.1%, whereas South America showed a 29.7% decrease. In the Far East, an excellent performance was recorded in all regions: Japan (+54.2%), India (+27.7%) and China (+12.6%).

In the quarter under review, the cost of sales and other net operating costs amounted to €337,712 thousand, with a ratio of 66.2% to sales, down compared to 68.0% in the same period of the previous year. Development costs capitalised as intangible assets amounted to €2,797 thousand, compared to €2,360 thousand for the third quarter of 2014.

Non-financial interest income (expense) from investments totalled €2,428 thousand, entirely attributable to the effects of valuing the investment in the BSCCB Group — whose operations are included in the Group's operating activities — using the equity method (€ 1,985 thousand in the third quarter of 2014).

Personnel expenses for the third quarter of 2015 amounted to €83,040 thousand, with a 16.3% ratio to revenues, decreasing compared to the same period of the previous year (17.5%). At 30 September 2015, workforce numbered 7,809 (7,690 at 31 December 2014 and 7,703 at 30 September 2014).

Gross operating income for the quarter was €91,877 thousand (18.0% of sales) compared to €65,665 thousand for the third quarter of 2014 (15.0% of sales).

Net operating income amounted to €63,065 thousand (12.4% of sales), compared to €41,022 thousand (9.3% of sales) for the third quarter of 2014, after depreciation, amortisation and impairment losses of €28,812 thousand, compared to €24,643 thousand in the same period of 2014.

Net interest expense amounted to approximately €2,263 thousand (€3,650 thousand in the third quarter of 2014), and consisted of net exchange gains of €498 thousand (exchange losses of €36 thousand in 2014) and interest expense of €2,761 thousand (€3,614 thousand in the same quarter of the previous year).

In the quarter, no net interest income (expense) from investments was reported which was attributable to the effects of valuing investments in associate companies using the equity method (€48 thousand expense for the third quarter of 2014).

Result before taxes was €60,802 thousand (11.9% of sales), compared to €37,324 thousand (8.5% of sales) in the

third quarter of 2014.

Based on tax rates applicable for the year under current tax regulations, estimated taxes amounted to €17,563 thousand (€6,937 thousand in the third quarter of 2014), with a tax rate of 28.9% compared to 18.6% for the third quarter of 2014.

Group net result was €43,155 thousand in the reporting period compared to €30,382 thousand in the third quarter of 2014.

Net invested capital at the end of the period amounted to €878,917 thousand, with an increase of €39,407 thousand compared to €839,510 at 31 December 2014.

Net financial debt at 30 September 2015 was €215,373 thousand compared to €270,387 thousand at 31 December 2014, with a decrease of €55,014 thousand, mainly due to the following factors:

  • net investments in property, plant, equipment and intangible assets for a total of €92,871 thousand, mainly in North America (37.9%), China (9.5%), Czech Republic (9.0%) and Poland (10.3%); however, significant investments continued to be undertaken also in Italy (29.1%), with €8,177 thousand (8.8%) associated with development costs;
  • a positive effect of gross operating income of €266,830 thousand;
  • a negative change in working capital due to increased business for a total amount of €55,814 thousand;
  • payment by the Parent Company of the approved dividends in May and July, in the amount of €52,030 thousand;
  • payment of taxes in the amount of €38,495 thousand.

Sales Breakdown by Geographical Area and Application

The following tables show net sales at 30 September 2015, broken down by geographical area and application.

(euro thousand) Q3'15 % Q3'14 % Change %
GEOGRAPHICAL AREA
Italy 53,933 10.6% 54,510 12.4% (577) -1.1%
Germany 124,279 24.4% 104,162 23.8% 20,117 19.3%
France 20,366 4.0% 19,783 4.5% 583 2.9%
United Kingdom 37,165 7.3% 33,731 7.7% 3,434 10.2%
Other EU countries 52,429 10.3% 44,077 10.1% 8,352 18.9%
India 13,865 2.7% 10,854 2.5% 3,011 27.7%
China 25,991 5.1% 23,090 5.3% 2,901 12.6%
Japan 9,082 1.8% 5,890 1.3% 3,192 54.2%
Other Asia Countries 3,001 0.6% 3,026 0.7% (25) -0.8%
South America (Argentina and Brazil) 14,631 2.9% 20,816 4.7% (6,185) -29.7%
North America (US, Mexico & Canada) 151,468 29.7% 115,506 26.3% 35,962 31.1%
Other Countries 3,991 0.6% 3,116 0.7% 875 28.1%
Total 510,201 100.0% 438,561 100.0% 71,640 16.3%
(euro thousand) 30.09.2015 % 30.09.2014 % Change %
GEOGRAPHICAL AREA
Italy 188,376 12.2% 184,485 13.8% 3,891 2.1%
Germany 361,441 23.3% 322,191 24.0% 39,250 12.2%
France 62,723 4.0% 64,501 4.8% (1,778) -2.8%
United Kingdom 118,864 7.7% 106,261 7.9% 12,603 11.9%
Other EU countries 157,434 10.2% 140,211 10.5% 17,223 12.3%
India 38,456 2.5% 30,045 2.2% 8,411 28.0%
China 82,518 5.3% 65,188 4.9% 17,330 26.6%
Japan 24,425 1.6% 16,085 1.2% 8,340 51.8%
Other Asia Countries 7,690 0.5% 7,545 0.6% 145 1.9%
South America (Argentina and Brazil) 51,202 3.3% 60,220 4.5% (9,018) -15.0%
North America (US, Mexico & Canada) 445,829 28.8% 334,749 25.0% 111,080 33.2%
Other Countries 10,145 0.6% 8,777 0.6% 1,368 15.6%
Total 1,549,103 100.0% 1,340,258 100.0% 208,845 15.6%
(euro thousand) Q3'15 % Q3'14 % Change %
APPLICATION
Cars 387,625 76.0% 322,473 73.5% 65,152 20.2%
Motorbikes 44,955 8.8% 41,120 9.4% 3,835 9.3%
Commercial and Industrial Vehicles 51,806 10.2% 44,470 10.1% 7,336 16.5%
Racing 24,088 4.7% 28,919 6.6% (4,831) -16.7%
Miscellaneous 1,727 0.3% 1,579 0.4% 148 9.4%
Total 510,201 100.0% 438,561 100.0% 71,640 16.3%
(euro thousand) 30.09.2015 % 30.09.2014 % Change %
APPLICATION
Cars 1,136,129 73.4% 954,556 71.2% 181,573 19.0%
Motorbikes 150,739 9.7% 136,251 10.2% 14,488 10.6%
Commercial and Industrial Vehicles 154,986 10.0% 143,709 10.7% 11,277 7.8%
Racing 102,293 6.6% 101,073 7.5% 1,220 1.2%
Miscellaneous 4,956 0.3% 4,669 0.4% 287 6.1%
Total 1,549,103 100.0% 1,340,258 100.0% 208,845 15.6%

Foreseeable Evolution

Order book projections confirm that revenues and margins will show a good growth for the remainder of the year.

Directors' Report on Operations and Significant Events

Macroeconomic Context

In order to correctly assess Brembo's performance for the third quarter of 2015, the world macroeconomic scenario should be taken into consideration, specifically for the markets where the Group operates.

According to the projections published by the International Monetary Fund (IMF) in October, the global economic activity is expected to slow during the current year. Compared to July, the 2015 forecasts were revised only marginally downwards for advanced economies, but to a greater degree for emerging countries, especially due to a greater decline in GDP in Brazil and Russia. The uncertainty of the international macroeconomic scenario influenced the Federal Reserve's decision not to begin to raise its benchmark interest rates in September. The Eurozone economic scenario continues to be under close scrutiny: an additional cause for concern during this quarter was represented by the fraud committed by the German car maker Volkswagen, which affected stock market performance and the confidence climate in Germany, introducing a new element of uncertainty for European economies.

According to the IMF's latest estimates published in the World Economic Outlook Update in October 2015, the Eurozone is expected to rise by 1.5%, after closing 2014 with a 0.8% increase. It should be noted that IMF revised its estimates for Italy upwards by 0.1% compared to July estimates. Those for Russia were reviewed downwards, resulting in a new GDP estimate of -3.8% for this year, worsening by an additional 0.4% compared to the previous estimates. The manufacturing PMI (Purchasing Manager Index) for the Eurozone stood at 52.0 in September, slightly below the August rate of 52.3. This figure was driven by the performances of Ireland, the Netherlands and Italy. France resumed growth for the first time in the last three months, which means that Greece was the only country to show a decline.

According to the latest Eurostat data, in July industrial production grew by 0.3% in the Eurozone (EU 28) compared to June of the same year. On an annual basis, the index rose by 1.8%. With regard to the main Western European countries, a downtrend was reported in France (-0.8%) and the United Kingdom (-0.4%), whereas Germany, Italy and Spain grew slightly by +0.5%, +1.1% and +0.6%, respectively.

The Bank of Italy's October Economic Bulletin contains positive signs for Italy: economic activity has been expanding since the beginning of 2015, at an annualised rate of about 1.5%. The latest cyclical signs — including the gain in industrial production, the strengthening of household and business confidence and the rise in purchasing managers' indices indicate that the expansion continued in the third quarter at about the same pace as in the first half of the year. The Confindustria Research Centre estimates that production increased by 0.7% in the third quarter of 2015 compared to the second quarter, when progress of 0.5% on the previous quarter was recorded. This was the fourth consecutive improvement (a cumulative +2.1% since the third quarter of 2014). The fourth quarter of this year began with a leap of +0.4%. In the Update to the 2015 Economic and Financial Document, presented on 18 September 2015, the Italian government raised its estimates of GDP growth for this year and, in the planning framework, for 2016 as well.

According to Eurostat, the seasonally adjusted unemployment rate in the Euro Area (EA 19) was stable compared to July 2015, at 11.0%, showing an improvement on the 11.5% recorded in August 2014. The same trend was also seen in the EU 28 countries in August (9.5%), marking a decrease compared to the same month of the previous year (10.1%). According to the Bank of Italy's estimates, the recovery of the national job market was consolidated in the summer months, with unemployment falling from 12.4% in the previous quarter to 12.0% in the current quarter. Average youth unemployment rate declined slightly in the July-August period to 40.5% — still a very high value, but the lowest of the past two years.

According to IMF's October 2015 estimates, in the United States GDP is expected to grow by 2.6% in 2015, after closing

2014 with a 2.4% increase. The figure was revised slightly upwards (+0.1%) compared to the estimates published in July, owing to GDP performance, which in the second quarter exceeded analysts' expectations, reaching an annualised rate of 3.9%. The most recent figures indicate that growth continued in the third quarter, although at a more moderate pace, driven by household consumption. According to the Federal Reserve, industrial production decreased by 0.2% in September, following on the slight 0.1% decline in August. Unemployment declined by 0.2% compared to July, reaching 5.1% in August.

In Japan, economic performance remained uneven: GDP contracted unexpectedly in the second quarter (- 1.2%), reflecting a drop in both exports — particularly towards emerging economies — and consumption. According to the most recent estimates presented in the IMF's World Economic Outlook Update of October 2015, Japan is expected to achieve growth of 0.6%, after ending 2014 with a decline of 0.1%. It bears emphasising that the IMF revised its estimates for Japan downwards by 0.2% compared to the figures published in July, for both 2015 and 2016.

In the second quarter and subsequent months, the macroeconomic scenario in emerging economies was dominated by China's slowing growth. Its projected growth rate at year-end is positive (+6.8%), but still below the growth rate recorded for all of 2014 (7.3%). In the third quarter of the year, the Chinese economy grew at a rate of 6.9%, outperforming analysts' expectations by 0.2 percentage points and meeting the objectives set by the government as part of the process of transitioning towards a more balanced development model. According to China's National Bureau of Statistics, growth was driven by the newly emerged service sector, which offset a slight decline in the manufacturing and real-estate sectors. With the aim of supporting and stimulating the automotive sector, in September the Chinese government decided on a 5% cut of the automobile tax on vehicles with displacements less than or equal to 1.6 litres.

In its October estimates, the IMF forecasted a real recession for Brazil in 2015, with GDP declining by 3.0%, which is 1.5% below the estimates published in July. According to data distributed by the National Institute of Geography and Statistics (IBGE), the unemployment rate continued to increase in July, reaching the threshold of 7.5%. This is the highest level since year-start 2010.

With reference to commodities trends, in the third quarter of the year the average price of oil decreased compared to the previous quarter. According to the data published by the IMF, the arithmetic average of the prices of the three blends — West Texas Intermediate (WTI), Dubai and UK Brent — decreased to USD 48.8 per barrel, down 23.8% compared to the previous quarter. Overall, the average oil price continues to be low, even over 50% lower than that for the last quarter of 2014.

Currency Markets

In the third quarter of 2015, the U.S. dollar fluctuated, first appreciating against the euro to 1.0852 on 20 July, to then fall back to 1.1506 (25 August). The closing rate was 1.1203, above the quarterly average rate (1.1117).

As for the currencies of the other main markets in which Brembo has its industrial and commercial operations, the British pound initially appreciated against the euro to reach 0.6963 on 5 August, then lost value, declining to 0.7391 on 29 September. The currency closed the quarter at 0.7385, depreciating compared to the period average (0.7172).

The Polish zloty opened at 4.1901 and then appreciated markedly to reach 4.1053 on 17 July. The trend then reversed, with the zloty depreciating against the euro. Despite some brief recoveries, the Polish currency closed the period at 4.2448, with a quarterly average of 4.1876.

The Czech koruna, which opened the quarter reaching 27.265 on 2 July, appreciated almost constantly against the euro

until August, reaching 27.021 on several occasions that same month (on 12, 17, 18, 21 and 31 August). The currency then began to depreciate against the euro in September, bringing closing the quarter at an exchange rate of 27.187, above the average for the period (27.0746).

The Swedish krona opened the quarter at 9.246 on 1 July, and then fluctuated between phases of appreciation and depreciation, reaching 9.6557 (26 August). At the end of the period under review, the currency recovered against the euro, closing at 9.4083, below the quarterly average of 9.4316.

In the Far East, the Japanese yen entered into a period of depreciation against the euro early in the quarter, reaching 138.7 (14 August). Near the end of the month, the currency then began to appreciate, bringing the currency to 132.82 on 4 September. Despite some value losses in September, the yen closed the quarter at 134.69, below the average for the period (135.9014).

The third quarter of 2015 was a significant period for the exchange rate between the Chinese yuan/renminbi and the euro. Until August, the currency remained at levels consistent with those of the previous periods, reaching 6.7378 (20 July). In August, following the depreciation decided on by the People's Bank of China, the yuan/renminbi declined markedly against the euro, reaching 7.3786 (25 August), after which it regained value to close at 7.1206. The quarterly average was 7.0096.

The Indian rupee, which on 16 July reached 69.0173, fluctuated until early August, after which it depreciated to 76.7681 (24 August). At the end of the quarter, the currency regained value against the euro to close at 73.4805, a value in excess of the period average of 72.2435.

In the Americas, the Brazilian real depreciated almost constantly against the euro from 3.4219 on 16 July to 4.7304 on 24 September. The closing rate was 4.4808, above the quarterly average rate of 3.9379.

The Mexican peso depreciated overall against the euro, culminating in a rate of 19.6875 on 24 August. The currency then appreciated, but did not reach the level of 17.1981, recorded on 16 July. The closing rate was 18.9768, above the quarterly average rate (18.2710).

Overall, the Argentine peso depreciated against the euro. After having reached 9.92384 at the beginning of the period considered (20 July), the currency depreciated to 10.7055 on 18 September, to close at 10.5482. The quarterly average was 10.2838.

Finally, the Russian rouble depreciated constantly, from 61.5175 on 1 July to 81.442 on 24 August. At the end of the quarter, the currency regained value to close at 73.2416, above the quarterly average of 70.4208.

Operating Structure and Reference Markets

Cars

In the third quarter of 2015, the global light vehicles market showed a 1.1% increase in sales, due primarily to the Chinese and U.S. markets and the recovery of Western European countries.

The latter market (EU15+EFTA) continued to show positive signs and closed the first nine months of 2015 with a +8.7%

increase in registrations compared to the same period of 2014. All the main markets contributed to growth and reported sales increases: Germany +5.5%, the United Kingdom +7.1%, France +6.3%, Italy +15.3%, and Spain +22.4%. The trend was also positive in Eastern Europe (EU12), with car registrations up by 10.4% compared to the first nine months of 2014.

In Russia, registrations of light vehicles continued to show the downtrend that started in 2013, closing the first nine months of 2015 with a 33.0% decrease in sales compared to the same period of the previous year, which also confirms the serious economic and political crisis currently experienced by the country.

In the United States, the first nine months of 2015 showed positive results. Overall, sales of light vehicles rose by 5.0% compared to the same period of 2014. By contrast, the downtrend that began last year in Brazil and Argentina continued, with the two markets showing an overall decrease in sales of 19.9% for the reporting period.

Among Asian markets, China closed the first nine months of 2015 with positive results in light vehicle sales, although its growth rate slowed down compared to prior years: +1.2% compared to the same period of 2014, once again confirming its position as the world's top market. By contrast, the Japanese market showed a negative trend with a -9.7% sales decrease for the nine-month period, partly due to the 50% rise in sales taxes introduced in April for the segment of minicars.

Within this scenario, Brembo reported €387,625 thousand in net sales of car applications in the third quarter of 2015, accounting for 76.0% of the Group's turnover, up by 20.2% compared to the same period of 2014.

Commercial and Industrial Vehicles

In the third quarter of 2015, the European commercial vehicles market (EU28+EFTA), Brembo's reference market, showed a 11.5% increase in registrations.

In the reporting period, sales of light commercial vehicles (up to 3.5 tonnes) in Europe rose by 10.8% overall compared to the same period of 2014. France, which is the top market by volume, continued to report a downtrend, declining by 0.3%. All the other countries showed growth: +2.8% in Germany, +16.8% in the United Kingdom and +35.5% in Spain. In Italy, registrations rose by 9% compared to the same period of the previous year. In the Eastern European countries alone, this segment grew by +14.1% compared to the same period of 2014.

Similarly, the segment of medium and heavy commercial vehicles (over 3.5 tonnes) improved in Europe in the first nine months of 2015, closing at +16.6% compared to the same period of the previous year. All the first five European markets by sales volume reported growth: +1.0% in Germany, +49.3% in Spain, +38.4% in the United Kingdom, and +20.4% in Italy. In Eastern Europe alone, sales of commercial vehicles over 3.5 tonnes rose by 25.1% compared to the same period of the previous year.

In the third quarter of 2015, Brembo's net sales of applications in this segment amounted to €51,806 thousand, up 16.5% compared to the same period of 2014.

Motorbikes

In Europe, motorbike registrations grew by 8.4%. Sales increased in Spain (+22.3%), the United Kingdom (+15%),

Germany (+6.4%), and Italy (+9.4%), whereas they decreased in France (-0.9%). In Europe, motorbikes with displacement over 500cc, which are Brembo's target market, increased by 8.1%. In terms of segments, an excellent performance was reported by sport-touring motorbikes (+22.6%) and naked motorbikes, which rose by 19% in the reporting period. In parallel, the downtrend experienced over the past few years by hypersports bikes stopped, increasing compared to the previous year (+16.4%).

In the United States, registrations of motorbikes, scooters and ATVs (all-terrain vehicles, four-wheel vehicles for recreation and business) grew by 4.1% compared to the same period of 2014. ATVs increased by 1.7%, whereas motorbikes and scooters together rose by 5.1%, despite the decline in scooters alone by 11.1% compared to the same period of 2014.

The Japanese market, considering displacements over 50cc collectively, shrank by 4.7%, with a higher decline in particular for displacements between 125cc and 250cc (-11.7%) and over 250cc (-10.5%).

The overall Indian market (motorbikes + scooters) remained flat in the first nine months of 2015, with a 13.0% growth in scooter registrations and a 5.0% drop in motorbike registrations. Considering only vehicles with displacements over 125cc, registrations rose by 4.0% in the reporting period.

In September 2015, the Brazilian market witnessed a 11.4% reduction in registrations compared to the first nine months of the previous year.

Brembo's net sales of motorbike applications in the third quarter of 2015 amounted to €44,955 thousand, increasing by 9.3% compared to the same period of 2014.

Racing

In the racing sector, where Brembo has maintained undisputed supremacy for years, the Group operates through three leading brands: Brembo Racing, braking systems for race cars and motorbikes; AP Racing, braking systems and clutches for race cars; Marchesini, magnesium and aluminium wheels for racing motorbikes.

In the third quarter of 2015, Brembo's net sales of racing applications amounted to €24,088 thousand, down by 16.7% compared to the same period of 2014, also due to Sabelt S.p.A.'s exclusion from the consolidation area.

Significant Events During the Quarter

On 28 September, Brembo S.p.A. signed an agreement to acquire a 66% stake in Asimco Meilian Braking System Co. Ltd., a Chinese company that owns a foundry and a plant for the manufacturing of cast-iron brake discs. This company supplies local car makers, mainly including joint ventures among Chinese firms and European and U.S. top players (the remaining 34% will be owned by the public company Langfang Assets Operation Co. Ltd). The closing of the transaction is expected to take place in the forthcoming months, upon completion of the authorisation process and receipt of the antitrust regulators' approval.

Opt-out from the Obligations to Publish Disclosure Documents

The Company has adopted the opt-out system envisaged by Article 70, paragraph 8, and Article 71, paragraph 1-bis of the Rules for Issuers (Board's resolution dated 17 December 2012), thus opting out from the obligation to publish the required disclosure documents in the case of significant mergers, de-mergers, capital increase by way of contributions in kind, acquisitions and disposals.

Buy-back and Sale of Own Shares

The General Shareholders' Meeting held on 23 April 2015 passed a new plan for the buy-back and sale of own shares with the following objectives:

  • undertaking, directly or through intermediaries, any investments, including aimed at containing abnormal movements in stock prices, stabilising stock trading and prices, supporting the liquidity of Company's stock on the market, so as to foster the regular conduct of trading beyond normal fluctuations related to market performance, without prejudice in any case to compliance with applicable statutory provisions;
  • carrying out, in accordance with the Company's strategic guidelines, share capital transactions or other transactions which make it necessary or appropriate to swap or transfer share packages through exchange, contribution, or any other available methods;
  • buying back own shares as a medium-/long-term investment.

The maximum number of shares that may be purchased is 1,600,000, that with the 1,747,000 own shares already held representing 2.616% of Brembo S.p.A.'s share capital, represents 5.01% of Brembo S.p.A.'s share capital. The minimum purchase price is €0.52 (fifty-two euro cents) and the maximum purchase price is €40.00 (forty euro), for a maximum expected outlay of €64,000,000. The authorisation to buy back own shares has a duration of 18 months from the date of the shareholders' resolution.

Brembo has neither bought nor sold own shares during the reporting quarter.

Significant Events After 30 September 2015

No significant events occurred after the end of the third quarter of 2015 and until 12 November 2015.

Statement Pursuant to Article 154-bis, Paragraph 2, Part IV, Title III, Chapter II, Section V-bis, of Italian Legislative Decree No. 58 of 24 February 1998: "Consolidation Act on Financial Brokerage Pursuant to Articles 8 and 21 of Italian Law No. 52 of 6 February 1996"

RE: Interim Report at 30 September 2015, approved on 12 November 2015.

I, the undersigned, Matteo Tiraboschi, the Manager in charge of the financial reports of BREMBO S.p.A. hereby

DECLARE

in accordance with the second paragraph of Article 154-bis, Part IV, Title III, Chapter II, Section V-bis of Italian Legislative Decree No. 58 of 24 February 1998, that to the best of my knowledge, the Interim Report at 30 September 2015 corresponds with the documented results, books and accounting records.

BREMBO S.p.A. Registered offices: CURNO (Bergamo, Italy) - Via Brembo, 25 Share capital: € 34,727,914.00 Tax Code (VAT Code) - Bergamo Register of Companies No. 00222620163

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