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Exor N.V. Interim / Quarterly Report 2023

Sep 13, 2023

3840_ir_2023-09-13-203447_16097b57-ec73-4a8e-8653-070fb3e5200f.pdf

Interim / Quarterly Report

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2023 First Half-Year Report

Board Report

56 Exor Group - Half-Year Condensed Consolidated Financial Statements at 30 June 2023

98 Responsibility statement

Independent Auditor's Report

Exor N.V.

Corporate Seat: Amsterdam, the Netherlands Principal Office: Gustav Mahlerplein 25 - 1082 MS Amsterdam, The Netherlands Share Capital: €7,328,612 Amsterdam Dutch Commercial Register under number 64236277

Board of Directors

Chairman Nitin Nohria Chief Executive Officer John Elkann Non-independent Non-executive Directors Tiberto Ruy Brandolini D'Adda Ginevra Elkann Alessandro Nasi Independent Non-executive Directors Melissa Bethell Marc Bolland Laurence Debroux Sandra Dembeck Axel Dumas

Compensation and Nominating Committee

Marc Bolland (Chair), Axel Dumas and Nitin Nohria

Audit Committee

Laurence Debroux (Chair), Marc Bolland, Sandra Dembeck and Nitin Nohria

ESG Committee

Nitin Nohria (Chair), Melissa Bethell and Laurence Debroux

Independent Auditors

Deloitte Accountants B.V.

Expiry of term of office

The Board's appointment will expire concurrently with the shareholders' meeting that will approve the 2025 annual financial statements, hence in 2026

2023 HIGHLIGHTS

KEY FIGURES

€ million 30/6/2023 31/12/2022
Gross Asset Value 38,426 32,487
Gross Debt (4,228) (4,234)
Net Asset Value 34,189 28,233
Net Asset Value per share - € 150.21 122.34
Market capitalization 19,113 16,460
Share Price - € 81.68 68.30
Discount to Net Asset Value (%) (45.6) % (44.2) %
Net Financial Position of Exor Holdings System (133) 795
Loan-to-Value ratio (%) 0.4 % n.a.
€ million Six months ended 30 June
2023 2022
Net profit from continuing operations 3,487 2,170
Net profit 3,487 1,117
of which attributable to owners of the parent 2,157 265
Dividends received 815 794
Dividends paid (99) (100)
Dividends per share paid - € 0.44 0.43
Six months ended 30 June
Earnings per share (€)(a) 2023 2022
Profit (loss) attributable to owners of the parent – basic 9.535 1.147
Profit (loss) attributable to owners of the parent – diluted 9.372 1.143
Earnings per share (€) from continuing operations
Profit (loss) attributable to owners of the parent – basic 9.535 5.722
Profit (loss) attributable to owners of the parent – diluted 9.372 5.718

(a) Additional details on the calculation of basic and diluted earnings per share are provided in Note 10 to the Half-Year Condensed Consolidated Financial Statements.

KEY EVENTS

Key events below refer to Exor N.V. and the Holdings System and are related to the six months ended 30 June 2023.

Increase in investment in Via Transportation

In February 2023 Exor increased its investment in Via Transportation by \$50 million through its participation in the \$110 million financing round with participation from new and existing investors to expand the company's TransitTech portfolio. After the completion of the financing round, Exor held 18% of the share capital of Via Transportation.

Investment in Philips

During the first half of 2023 Exor bought a stake of 2.96% in Philips for a total amount of €511 million. In August 2023 Exor increased its investment in Philips, as described in the section Subsequent events and 2023 outlook.

Investment in Lingotto

During the first half of 2023 Exor invested a total amount of €400 million in the Opportunity and Innovation strategies managed by Lingotto.

Exor buyback program

Exor purchased 3,174,389 ordinary shares for a total amount of €246 million.

Dividend distribution

On 31 May 2023 the Exor's Annual General Meeting of shareholders approved an ordinary dividend distribution of €0.44 per outstanding share, for a total of approximately €99 million. The dividend was paid to the shareholders of record as of 5 June 2023.

EXOR SHARES

Exor shares are listed on Euronext Amsterdam and trade under the ticker symbol EXO (ISIN: NL0012059018).

The share capital of Exor is composed by 233,992,536 ordinary shares and 124,717,163 Special Voting shares A, with a nominal value of €0.01 per share and €0.04 per share respectively at 30 June 2023.

Cancellation of repurchased ordinary shares

In March 2023, Exor completed the cancellation of 7,007,464 ordinary shares held in treasury, which had been acquired in the past as part of the 2018-2020 share buyback program (for a total of 5,483,361 ordinary shares) and the first tranche of the share buyback program executed in the first half of 2022 (for a total of 1,524,103 ordinary shares), bringing the total number of ordinary shares in the share capital of Exor to 233,992,536.

Share buyback

As mentioned in the previous section, in the first six months of 2023 Exor repurchased 3,174,389 shares under the share buyback program announced in March 2022, of which 1,257,059 under the second tranche and 1,917,330 under the third tranche.

On 27 March 2023 the second tranche of the Program announced on 29 July 2022 was completed.

At the date of this report, Exor holds in total 9,164,463 ordinary shares in treasury (3.92% of total ordinary shares).

Stock Market data 01/07/23 – 31/08/23 01/01/23 – 30/06/23
Share price - At the end of the period (€) 81.74 81.68
Share price - Maximum (€) 85.20 81.68
Share price - Minimum (€) 79.26 70.16
Average daily volume exchanged during the period (shares) 107,843 169,180
Average daily value exchanged during the period (€)(a) 8,828,538 12,906,235

(a) Official daily trading price by daily volume, trading on Euronext Amsterdam since 12/08/2022.

Exor share price evolution over 5 years (€)

PROFILE

EXOR N.V. ("Exor" or "the Company") is headquartered in Amsterdam, the Netherlands and is listed on Euronext Amsterdam and included in the AEX.

Exor is one of Europe's largest diversified holding companies, with a Net Asset Value (NAV) of around €34 billion at 30 June 2023.

For over a century, Exor has made successful investments and built great companies worldwide with a culture that combines an entrepreneurial spirit with financial discipline. Exor's portfolio is principally made up of companies in which Exor is the largest shareholder.

Exor is majority owned and controlled by Giovanni Agnelli B.V., the company grouping the descendants of Senator Giovanni Agnelli, the founder of FIAT, which holds approximately 55.8% of the outstanding ordinary shares and 86.25% of voting rights on outstanding capital.

PURPOSE

Exor's purpose is to build great companies. Through doing this it creates opportunities for talented people, makes a positive contribution to society and delivers superior returns to its investors. It defines great companies as shown below, with the focus being not only on their short-term performance but also on their longer term growth, renewal and change, as well as on their need to act responsibly.

TO BUILD: GREAT COMPANIES:
Create strong governance that allows
diversity of thinking
BUILD
Are distinctive in what they do

Seek renewal and change
Foster a culture with clarity of purpose GREAT
Act in a responsible way

values
Appoint leaders who embody our COMPANIES
Perform to the highest standards

VALUES

Exor's purpose is underpinned by its values. Each of these is described through two words that are in tension with each other. Finding the right balance between these values is the role of leaders within Exor and its Companies.

AMBITION & HUMILITY CURIOSITY & FOCUS

COURAGE & RESPONSIBILITY PATIENCE & DRIVE

We take bold actions while being mindful of their consequences

We set high aspirations but remain grounded We seek new ideas while prioritising what matters

We take a long-term perspective but are relentless in getting things done

OUR 10 YEAR PRIORITIES SET IN 2019

COMPANIES
Continue Building Great Companies

Acquire New Companies
INVESTMENTS
Develop our Financial and Ventures investment capabilities

Add investments ideas/themes
FINANCIALS
NAV per share to outperform the MSCI World index

Target Gross Debt of ≤ €2bn keeping Loan-to-Value ratio below 20%

Free Cash Flow in excess of dividends paid
Cash Holding Cost1

<10bps
ESG
Define approach to ESG

Deliver on commitments and launch new initiatives

(1) As a % on Gross Asset Value (GAV).

COMPANIES AND INVESTMENTS

Exor ownership benefits our companies

Exor creates an environment where companies can thrive: as a patient and long-term investor as well as a challenging but caring partner, Exor works with its Companies to help define their respective paths to greatness and support them in the achievement of their objectives.

Exor empowers its leaders to build great companies: Exor challenges and encourages the leaders of its Companies as a "critical friend". Exor backs the leaders of its Companies as they foster distinctive cultures to build and continue success.

Exor uses governance to steer its companies: Exor takes care in building efficient and effective Boards. These Boards are an essential tool for Exor to support its Companies and Exor always seeks to play an active role on the Boards of all its Companies. Exor also collaborates with the management of its Companies as they plan future leadership successions.

Approach to investments in new companies

Exor's approach to investing in new companies is based around its purpose and values. Exor identifies sectors and themes that are of potential interest and looks for opportunities within them, while not excluding other opportunities. All opportunities are then screened using a clear set of investment criteria:

Focus sectors

Exor has identified three focus sectors for future opportunities: luxury, technology and healthcare. Outside of these three focus sectors, Exor still remains open to opportunities within other sectors and geographies where it can build great companies with great people.

Healthcare is a non-cyclical sector with structural tailwinds. The sector represents a significant portion of global GDP and can benefit from a stable long-term partner like Exor.

Luxury is a sector that has shown high resilience alongside the support of strong demographic tailwinds. Companies in this sector can benefit from Exor's long-term capital, governance approach and experience as a family-owned company.

Technology is a sector which is continuing to grow as the world transitions to more digital solutions. Exor can support entrepreneurs as they nurture the visions of companies that are changing the world of today and tomorrow.

FINANCIALS

Through delivering on its purpose of building great companies, Exor aims to achieve the financial targets below:

Our Targets H1 2023 Last 5 years1
OBJECTIVES NAV / Share growth (%) Outperform MSCI
World Index
~22.8%
vs. MSCI: ~11.5%
~89%
vs. MSCI: ~39%
TSR (CAGR) (%) 8% ~20% ~7%
FCF3
/ Dividend paid
Above 1.0x
EXOR
KPIs2
Cash holding cost / GAV Below 10bps
Loan To Value ratio (%) Below 20%

(1) The last 5 years refer to the period from December 2017 to December 2022.

(2) Exor KPIs are monitored at year-end only.

(3) Free Cash Flow (FCF) defined as Dividend inflow – Net general expenses – Net financial income (expenses).

ESG

Exor believes that acting in a responsible way is a fundamental attribute of a great company that spans across the other three attributes of greatness (being distinctive in what they do, seeking renewal and change and performing to the highest standards). In order to achieve this objective both Exor and its Companies have adopted an ESG framework that is articulated in three elements.

  • Foundations: the fundamental ESG governance procedures, policies and guidelines that Exor and its Companies need to operate with integrity, responsibility and ethics.
  • Passions: Exor has identified one passion within each ESG pillar that it holds in common at Exor-level and across its Companies, enabling it and its Companies to work together to increase the total impact. The passions are: emissions reduction (E), education (S) and diversity and inclusion (G).
  • Communication: Exor expects its Companies to communicate their ESG priorities and progress clearly to their stakeholders and Exor facilitates engagement across its Companies on the overall framework and on the passions.

The overall aim of this framework is for Exor and its Companies to align with best practices and reporting frameworks, identify priorities, set targets and measure as well as report progress. As the topic of ESG becomes more mature, Exor and its Companies will continue to raise the bar and aspire to or maintain ESG leadership.

WE DIVIDE OUR PORTFOLIO IN COMPANIES AND INVESTMENTS

Companies (78% of Gross Asset Value): these represent situations where Exor has material influence through its governance rights as a significant shareholder in these companies and in many cases is the reference shareholder.

Company Description
Ferrari is among the world's leading luxury brands focused on the design,
engineering, production and sale of the world's most recognisable luxury
performance sports cars.
22.9%
Ferrari is listed on the New York Stock Exchange and Euronext Milan and it is
part of FTSE MIB Index.
34.5%
Stellantis is one of the world's leading automakers and a mobility provider,
guided by a clear vision: to offer freedom of movement with distinctive,
affordable and reliable mobility solutions.
14.2%
Stellantis is listed on the New York Stock Exchange, Euronext Paris and
Euronext Milan and it is part of FTSE MIB Index.
14.2%
CNH Industrial is a world-class equipment and services company that
sustainably advances the noble work of agriculture and construction workers.
26.9%
CNH Industrial is listed on the New York Stock Exchange and Euronext Milan
and it is part of FTSE MIB Index.
41.7%
Royal Philips is a leading health technology company focused on improving
people's health and well-being through meaningful innovation. Philips' patient
and people-centric innovation leverages advanced technology and deep
clinical and consumer insights to deliver personal health solutions for
consumers and professional health solutions for healthcare providers and their
patients in the hospital and the home. The company is a leader in diagnostic
imaging,
ultrasound,
image-guided
therapy,
monitoring
and
enterprise
15.0%
informatics, as well as in personal health.
Royal Philips is listed on the Euronext Amsterdam and on the New York Stock
Exchange.
15.0%
Institut Mérieux, an independent family-owned company for over a century, is
dedicated to the fight against infectious diseases and cancers, with a global
and long-term vision. Thanks to five companies – bioMérieux, Transgene, ABL,
Mérieux NutriSciences and Mérieux Développement – Institut Mérieux
3.6%
develops
complementary
approaches
to
meet
today's
public
health
challenges: from prevention of health risks to innovative disease treatment,
including the key step of diagnosis.
1.8%
Christian Louboutin was founded in 1991 and has grown to become one of the
leading names in global luxury, world famous for its signature red sole
women's shoes. The company is also recognised for having successfully
24.0%
diversified its business into men's footwear, leather goods & accessories and
beauty. Christian Louboutin operates about 150 boutiques around the world.
24.0%
Company Description
voting rights
Juventus was founded in 1897 and is one of the most prominent professional
football teams in the world.
63.8%
Juventus is listed on Euronext Milan. 77.9%
First launched in New York City in 2013, Via is a pioneering TransitTech
company specialising in dynamic, on-demand and cost-effective mobility
18.3%
solutions for transit agencies, municipalities, school districts and corporates
around the world.
18.3%
Iveco Group is a global automotive leader active in the Commercial &
Specialty Vehicles, Powertrain and related Financial Services arenas.
Iveco Group is listed on Euronext Milan and it is part of the FTSE MIB Index.
The Economist Group is a leading source of analysis on international business
and world affairs. Based in London and serving a global readership and client
34.7%
base, it delivers its information through a range of formats, from newspapers
and magazines to conferences and electronic services.
20%2
Welltec® services the energy industry with market leading technologies that
are used to build and repair oil and gas wells. Its solutions help clients to
47.6%
optimise their production and minimise their environmental footprint. The
company was established in 1994 and is based in Denmark.
47.6%
GEDI Gruppo Editoriale is a leading media company in Italy, with news brands
including La Repubblica, La Stampa, several local newspapers and other
periodicals. GEDI is also one of the primary national radio hubs and is the
89.6%
leading Italian producer of digital audio contents through the platform
OnePodcast. It operates also the multi-platform advertising business A.
Manzoni & C.
89.6%
Lifenet S.r.l is an Italian company active in the healthcare sector, particularly in
the management of hospitals and outpatient clinics. Founded in 2018, the
company has presences in four Italian regions (Lombardy, Piedmont, Lazio and
Emilia-Romagna).
44.7%
Company Description Economic
rights and
voting rights
SHANG XIA is a Chinese luxury company that uses its distinctive combination
of contemporary design, hand artisanship and Chinese culture to create an
82.3%
artistic portfolio of apparel, furniture, homeware, leather goods, jewellery and
accessories.
82.3%
Casavo is a European real estate platform that enables home buyers and 17.7%
sellers to seamlessly transact with a simple, transparent, and frictionless end
to-end digital journey.
17.7%
NUO is a partnership created by Exor and The World-Wide Investment
Company Limited (WWICL), Hong Kong's oldest family office, to invest in and
50.0%
support
the
global
development
of
medium-sized
Italian
companies
specialising in premium consumer goods excellence.
50.0%

Note: Percentages at 31 August 2023 expressed on issued capital. The Economist voting rights are limited to 20%. Casavo includes stake held directly (11.6%) and indirectly (6.1%) through Exor Ventures.

Investments (6% of Gross Asset Value): Exor's investments are divided into two categories:

  • Lingotto: the team under Lingotto Investment Management LLP manages a broad range of strategies with the aim to deliver attractive long-term returns to professional and institutional investors.
    • Equity Long/Short: public equity, on long-only and long/short basis
    • Opportunity: investments across the full capital structure, mainly in private entities
    • Innovation: primarily public equity with some private equity, on a long-only basis
  • Exor Ventures: the Ventures team invests in early-stage to late-stage companies, connecting Exor back to its entrepreneurial roots and long history of innovation. The team focuses on discovering exceptional founders who have the ambition to build great companies. Exor Ventures has invested in 80 companies to date across different sectors (with a focus on Mobility, Fintech and Healthcare) and geographies including US, EMEA and APAC.

EXOR PERFORMANCE MEASURES

Management of the Company has identified a number of Alternative Performance Measures (APM) to measure the Company's financial performance and financial position, which form the basis for capital allocation decisions. Management uses these non-IFRS measures to identify operational trends, as well as make decisions regarding future spending, resource allocations and other operational decisions as they provide additional transparency with respect to our core operations.

APM are presented to the financial community to facilitate their understanding of the performance of the Company and of the Group.

To ensure that the APM are correctly interpreted, it is emphasized that these measures are not indicative of future performance. The APM are not part of international reporting standards (IFRS) and are unaudited. They should not be taken as replacements of the measures required under the reference financial reporting standards and may not be consistent and comparable with those used by other companies or groups.

The APM have been consistently calculated and presented for all the reporting periods for which financial information is presented in this report.

This section presents the APM identified by Exor's management to facilitate the understanding of the financial performance of Exor and the Group.

Exor applies the European Securities and Markets Authority (ESMA) guidelines to present financial measures other than a financial measure defined or specified in the applicable financial reporting framework (IFRS), which are defined as Alternative Performance Measures.

Performance Measures identified by Exor

APM Definition Purpose Reconciliation
1 Net Asset Value or
NAV
Calculated as the sum of total
value of assets (Gross Asset Value
or GAV) net of the outstanding
gross debt of the Holdings System
(Gross Debt of the Holdings
System) and other liabilities of the
Holdings System
To measure the overall value
of the assets and liabilities
held by Exor based on market
standard methods of
valuation.
Refer to page 32:
Reconciliation with the IFRS
Financial Statements -
Issued capital and reserves
attributable to owners of the
parent
2 Net financial position
of the Holdings
System
Determined using the shortened
consolidation criterion
To measure the financial
resources and indebtedness
directly attributable to Exor
Refer to page 33:
Reconciliation with the IFRS
Financial Statements -
Cash, cash equivalents and
financial assets and gross
debt
3 Share of the profit
(loss) from
investments in
subsidiaries and
associates
Determined using the shortened
consolidated criterion
To measure the profits or
losses directly attributable to
Exor's proportionate
shareholding in its
subsidiaries and associates
Refer to page 34:
Reconciliation with the IFRS
Financial Statements - Profit
(loss) attributable to owners
the parent
4 Loan-to-Value (LTV)
Ratio, expressed as a
percentage
Calculated as the sum of the Net
financial position of the Holdings
System and other liabilities of the
Holdings System, divided by the
sum of the Gross Asset Value of
the Company net of cash, cash
equivalents and other financial
assets of the Holdings System (as
defined by Standard & Poor's)
To measure Exor's
indebtedness levels relative to
the value of its assets. Credit
rating agencies and
counterparties use the LTV
Ratio to assess the financial
risk profile of an Investment
Holding Company
Refer to page 35: LTV Ratio
calculation

These non-IFRS financial measures (APM) have no standardized meaning under EU-IFRS and are unlikely to be comparable to other similarly titled measures used by other companies and are not intended to be substitutes for measures of financial performance and financial position as prepared in accordance with EU-IFRS.

The APM should be read together with the consolidated financial information prepared applying the "shortened" consolidation method on page 36.

To facilitate the understanding of the economic and financial performance of the Exor Group, and in line with previous years, the Management of Exor has identified an alternative presentation (shortened consolidation criterion) of financial data recognized by the financial community.

Using the shortened consolidation criterion, rather than the line-by-line method of consolidation required by law and under IFRS 10, the data derived from the financial statements or accounting data prepared in accordance with IFRS by Exor and certain subsidiaries (as identified on page 39) are consolidated using the line-by-line method, while the data derived from the financial statements or accounting data prepared in accordance with IFRS by the operating subsidiaries and associates are included using the equity method.

This method does not fully represent, nor should be treated as, the consolidated financial position of the Group prepared in accordance with IFRS. It is not contemplated in the reference accounting standards and is not audited by the independent auditors of the Company. The reconciliation with equivalent IFRS measures is presented below for reference.

1 - Net Asset Value or NAV

Net Asset Value corresponds to the total value of assets (Gross Asset Value or GAV) net of the gross debt of the Holdings System (Gross Debt of the Holdings System) and other liabilities of the Holdings System.

The Company reports on its NAV per share performance, which is tracked against the MSCI World Index. The Company's long-term financial objective is to outperform the MSCI World Index.

2023 Highlights

  • At 30 June 2023 Exor's NAV is €34,189 million compared to €28,233 million at 31 December 2022.
  • At 30 June 2023 Exor's NAV per share amounts to €150.21 compared to €122.34 at 31 December 2022, a increase of €27.87/share or 22.8%. This compares to an increase of 11.5% for the MSCI World Index in Euro.

NAV per share is based on 227,608,878 shares at 30 June 2023 and 230,783,267 shares at 31 December 2022. At 30 June 2023, this is calculated based on 233,992,536 issued shares excluding (i) the 5,512,910 shares bought back in the context of the share buyback program launched in March 2022 to be cancelled and excluding (ii) the 870,748 shares held in treasury and not allocated to stock option plans.

NAV per share performance compared to MSCI World Index

Breakdown of Net Asset Value

€ million Asset
Type
30/6/2023 31/12/2022 Change vs.
31 December 2022
Amount %
Companies 30,125 24,278 5,847 24.1 %
Ferrari L 13,308 8,896 4,412 49.6 %
Stellantis L 7,231 5,961 1,270 21.3 %
CNH Industrial L 4,845 5,491 (646) (11.8%)
Iveco L 606 408 198 48.5 %
Juventus L 553 510 43 8.4 %
Philips(a) L 544 544 n.a.
Other companies(b) P 3,038 3,012 26 0.9%
Investments 2,269 1,766 503 28.5%
Lingotto(c) L/P 1,637 1,185 452 38.1%
Ventures(d) P 632 581 51 8.8%
Others 6,032 6,443 (411) (6.4%)
Reinsurance vehicles P 692 622 70 11.3 %
Other assets(e) P 442 378 64 16.9%
Liquidity(f) 4,808 5,349 (541) (10.1%)
Treasury stock(g) 90 94 (4) (4.3) %
Gross Asset Value 38,426 32,487 5,939 18.3 %
Gross Debt (4,228) (4,234) 6 (0.1) %
Bonds and bank debt (3,617) (3,625) 8 (0.2) %
Financial liabilities(h) (611) (609) (2) 0.3%
Other liabilities (9) (20) 11 (55.0) %
Net Asset Value (NAV) 34,189 28,233 5,956 21.1 %
NAV per Share in Euro(i) 150.21 122.34 27.87 22.8 %

L= Listed Company; P= Private Company.

  • (a) At 30 June 2023 Exor held a 2.96% stake in Philips. On 14 August 2023 Exor announced that it had entered into a relationship agreement with Philips, as a result of which Exor bought shares to reach a 15% shareholding in the company. Following the announcement, Exor classifies Philips as a Company.
  • (b) Other companies at 30 June 2023 include Institut Mérieux (€838 million), Christian Louboutin (€700 million), Via Transportation (€523 million), The Economist (€382 million), Welltec (€242 million), GEDI (€134 million), Lifenet (€71 million), Shang Xia (€67 million), Casavo (€40 million) and NUO (€41 million). Other companies at 31 December 2022 included Institut Mérieux (€848 million) Christian Louboutin (€700 million), Via Transportation (€477 million), The Economist (€370 million), Welltec (€217 million), GEDI (€167 million), Lifenet (€71 million), Shang Xia (€67 million), Casavo (€56 million) and NUO (€39 million).
  • (c) At 30 June 2023 it includes public funds (€1,112 million) and private funds (€525 million). At 31 December 2022 it included public funds (€1,069 million) and private funds (€116 million).
  • (d) At 30 June 2023 Ventures include Exor Ventures (€542 million) and direct investments (€90 million). At 31 December 2022 Ventures included Exor Ventures (€504 million) and direct investments (€77 million). The stake owned in Casavo via Exor Ventures has been reclassified into Casavo and included in Other companies.
  • (e) Other assets include minor private investments and receivables among others. Items previously classified under Financial investments are included in Other assets.
  • (f) At 30 June 2023 liquidity includes cash and cash equivalents (€3,976 million), listed securities (€713 million) and financial assets (€119 million) included in the net financial position. At 31 December 2022 liquidity included cash and cash equivalents (€4,985 million), listed securities (€320 million) and financial assets (€44 million) included in the net financial position. Listed securities at 30 June 2023 include Clarivate (€285 million), Forvia (€215 million) and Investlinx ETFs (€161 million) among others. Listed securities at 31 December 2022 included Forvia (€141 million) and Clarivate (€130 million) among others. Financial assets are investment-grade and high-yield bonds purchased by Exor.
  • (g) Treasury stock includes shares held in treasury at the service of 2016 stock option plan, valued at the option strike price if less than market price.
  • (h) At 30 June 2023 financial liabilities corresponds mainly to the outstanding commitment in Institut Mérieux.
  • (i) Based on 227,608,878 shares at 30 June 2023 and 230,783,267 shares at 31 December 2022.

Valuation Methodology

Companies
Listed Company Valued at the official market price (last price or fixing price) of the relevant stock exchange
multiplied by the number of shares owned by Exor.
Private Company Valued using the method that better reflects the company's most recent fair value, in accordance
with IFRS 13, which can be either:
(i) Determined by a third-party, independent valuation expert at least annually
(ii) Based on a recent round or arms-length transaction
(iii) At cost if the investment has been completed recently and there are no impairment indicators
Investments
Lingotto Valued at NAV or Exor's share of the value reported by the fund. It includes funds invested both in
public and private assets.
Ventures Valued using the method that better reflects the company's most recent fair value (following
International Private Equity and Venture Capital Valuation (IPEV) Guidelines), which can be either:
(i) Determined based on valuation methods including public market comparables and business
performance metrics. Mainly applicable to later stage companies with business metrics, material
positions and companies that have not raised financing in the last six months
(ii) Based on a recent round or arms-length transaction
(iii) At cost if the investment has been completed recently
Others
Liquidity and Other
assets
Valued in accordance with the methodologies applied in the consolidated financial statements
(amortized cost or fair value).
(i) Cash balance held in time deposits, bank accounts
(ii) Money market funds, short duration bond funds or bond portfolio mandates are valued at NAV
(iii) Financial assets are valued in accordance with the methodologies applied in the consolidated
financial statements (amortized cost or fair value)
(iv) Listed securities are valued at market price
Treasury stock Includes only shares held in treasury at the service of the 2016 Stock Option Plan, valued at the
option exercise price under the plan if this is less than the market price.

Items included in the calculation of Gross Asset Value and Gross Debt which are denominated in foreign currencies are converted at the official exchange rates at the corresponding reporting date.

30/6/2023 31/12/2022
U.S. dollar 1.087 1.067
British pound 0.858 0.887
Chinese Renminbi 7.898 7.358

Gross Asset Value or GAV components - Performance drivers

GAV Listed
Companies
Private
Companies
Companies Lingotto Ventures Investments Others
31/12/2022 32,487 21,266 3,012 24,278 1,185 581 1,766 6,443
Cash-in (out) 424 511 48 559 400 49 449 (584)
Fair value
adjustment
5,515 5,310 (22) 5,288 52 2 54 173
Net Change 5,939 5,821 26 5,847 452 51 503 (411)
30/6/2023 38,426 27,087 3,038 30,125 1,637 632 2,269 6,032

Companies

At 30 June 2023, Companies amounted to €30,125 million (€24,278 million at 31 December 2022) composed by Listed Companies for €27,087 million (€21,266 million at 31 December 2022) and by Private Companies for €3,038 million (€3,012 million at 31 December 2022).

The value of Listed Companies at 30 June 2023 increased by €5,821 million compared to the previous year mainly driven by the market performance of Ferrari and Stellantis. The value of Private Companies at 30 June 2023 increased by €26 million compared to the previous year mainly due to additional investments, partially offset by negative fair value adjustments.

Investments

At 30 June 2023, Investments amounted to €2,269 million (€1,766 million at 31 December 2022) composed by Lingotto funds for €1,637 million (€1,185 million at 31 December 2022) and by Ventures for €632 million (€581 million at 31 December 2022).

The value of Lingotto funds at 30 June 2023 increased by €452 million compared to the previous year due to investments made (€400 million) and positive performance (€52 million). The value of Ventures at 30 June 2023 increased by €51 million compared to the previous year mainly due to investments made (€49 million).

Others

At 30 June 2023, Others includes liquidity, reinsurance vehicles, other assets and treasury stock amounted to €6,032 million (€6,443 million at 31 December 2022).

The value of Others at 30 June 2023 decreased by €411 million compared to 31 December 2022 mainly due to net cash outflows over the period (€935 million) partially offset by investments made in listed securities and other assets (€351 million) and positive fair value adjustments (€173 million), mainly attributable to listed securities and reinsurance vehicles.

Breakdown

The following chart illustrates the GAV composition at 30 June 2023 (€38,426 million), compared to 31 December 2022 (€32,487 million).

Performance of private companies and investments

This section illustrates the first half 2023 performance and the valuation drivers of private companies weighting above 0.5% of the GAV and investments held by Exor at 30 June 2023, accounted at fair value in the NAV.

Private companies

Sector: Healthcare / Exor's stake: 3.6%, with agreement to reach 10% / Fair value at 30 June 2023: €838 million / FY ending: December 31st

Performance

Institut Mérieux's performance since the initial investment by Exor in July 2022 has been mainly driven by the market performance of bioMérieux (their largest company representing ca. 80% of the portfolio). Other companies include Transgene (listed), Mérieux Nutrisciences, ABL and Mérieux Développement (all private).

bioMérieux reported a solid growth in H1 2023, with sales at €1.8bn and growth of 8.3%. Contributive operating margin however was at 16.5% of sales, a 1.5 p.p decrease compared with H1 2022. 1H 2023 sales showed a strong momentum in clinical microbiology (+18%) and BIOFIRE® non-respiratory panels (+23%) combined with a solid growth in industrial applications (+10%).

Valuation

In July 2022 Exor signed an agreement with Institut Mérieux to acquire a 10% shareholding of the company for a total investment of €833 million. A consideration of €278 million, corresponding to one third of the total investment, was immediately paid at closing by way of a reserved capital increase. The remaining amount will be contributed based on Institut Mérieux needs and as investment opportunities are identified.

The fair value at 30 June 2023 equal to €838 million includes (i) the €278 million contributed in July 2022, valued at 30 June 2023 based on official market prices for listed assets and fundamental valuation for private assets determined by a third-party, equal to €283 million plus (ii) the €555 million corresponding to the remaining capital not yet contributed.

Sector: Luxury / Exor's stake: 24.0% / Fair value at 30 June 2023: €700 million / FY ending: August 31st

Performance

Against the backdrop of raw material shortages and a difficult global economic climate significantly impacted by inflation, Christian Louboutin delivered strong sales growth in FY 2022. While the Chinese market continued to be negatively impacted by lockdowns, other regions performed well and the company now operates around 160 boutiques worldwide. The company continued to deliver top tier profitability.

Valuation

The fair value at 30 June 2023 of Exor's shareholding equal to €700 million (€700 million at 31 December 2022) has remained flat in 1H23 as a result of a stable financial performance and outlook.

The fair value has been determined by a third-party valuation and is based on a blended valuation methodology consisting of (i) trading multiple analysis based on a selected group of publicly traded companies operating in the soft luxury segment and (ii) illustrative discounted cash flow analysis based on a two-stage growth model.

Sector: Technology - TransitTech / Exor's stake: 17.4% / Fair value at 30 June 2023: \$568 million / FY ending: December 31st

Performance

Via Transportation continued its strong growth trajectory in 1H23, as cities and transit agencies globally turn to digital solutions to improve the efficiency of their transportation systems. Via completed the acquisition of Citymapper, the leading multimodal consumer transit app, to further enhance its product offering. Via's TransitTech solutions are now deployed in over 650 communities around the world. While deal closing times lengthened consistent with the broader macro environment, Via's pipeline growth remains strong. The company ended 1H23 with an annualized revenue run-rate of ~\$240 million, and continued to execute on its profitability plan.

Most recently, in February 2023, Via raised \$110 million in a new financing round with proceeds to be used to expand its TransitTech portfolio and further its vision of providing the end-to-end digital infrastructure for public mobility. The round values Via at \$3.5 billion on a fully diluted basis, at the same price per share as the company's previous financing in November 2021.

Valuation

The fair value at 30 June 2023 of Exor's shareholding equal to \$568 million (\$509 million at 31 December 2022) is based on the price of the latest financing round being a recent transaction of a significant amount and involving third parties not involved in previous rounds.

The fair value in Euro at 30 June 2023 equal to €523 million (€477 million at 31 December 2022) has increased by approximately 10% driven by additional investments made in 1H23 for €46 million.

Sector: Media / Exor's stake: 34.7% / Fair value at 30 June 2023: £328 million / FY ending: March 31st

Performance

The Economist Group reported FY 2023 revenues equal to £376.8 million, growing by 9% (2% at constant currency) for the twelve months ending 31 March 2023 compared with the prior year. Total subscription numbers at The Economist were in line with last year (1.2 million subscribers) while digital subscriptions grew by 13%.

Economist Impact, the second largest business division after The Economist, focusing on Partnership and Events, grew its revenues by 10% to £117.5 million due to the return of in-person events and the success of hybrid events while Economist Intelligence, which brings together the company's capabilities in datasets, forecasting and analysis saw its revenues increase by 14% to £51.7 million.

Operating profit for the twelve months ending 31 March 2023 was £42.2 million, lower than last year, as the company expected, reflecting planned investments in technology, editorial and digital capabilities and including restructuring costs, all designed to position the company for future growth. The Economist Group's financial position strengthened during the year.

The Economist Group's Board proposed a final dividend of 80.0p per share, taking the full-year dividend to 120.0p per shares. This represents dividend cover of 1.3 times and a yield of 4.0% on the year-end indicative share price of £30.

Valuation

The fair value at 30 June 2023 of Exor's shareholding equal to £328 million (£328 million at 31 December 2022) has remained flat and it is based on a third-party valuation including (i) a selected group of publicly traded companies with similar characteristics to the Group and (ii) discounted cash flow analysis.

The fair value in Euro at 30 June 2023 equal to €382 million (€370 million at 31 December 2022) has increased by only 3% due to currency effects.

Sector: Technology solutions for energy industry / Exor's stake: 47.6% / Fair value at 30 June 2023: \$262 million / FY ending: December 31st

Performance

Welltec performance in the first half of 2023 was strong. Revenue grew by 45% year on year to \$235 million, with an EBITDA of \$130 million representing an EBITDA margin of 55%. Also, net profit increased from \$26 million to \$64 million year on year. A strong cash flow generation has allowed the company to strengthen its capital structure significantly since 2021, and it has managed to reduce its leverage ratio from 3.0x to 0.9x.

Performance has been driven by high activity, coupled with Welltec's superior technology offering. In interventions, the increase in revenue has been driven by higher revenue per job following the increased job complexity and duration. In completions, there has been a higher number of deployments and revenue and the company has maintained a solid client base consisting of both repeat and new clients.

Valuation

The fair value at 30 June 2023 of Exor's shareholding equal to \$262 million (\$232 million at 31 December 2022) has increased by 13% as a result of increased profitability and cash generation. The fair value has been determined by a third party valuation and is based on a blended valuation methodology consisting of (i) trading multiple analysis based on a selected group of publicly traded companies operating in the oilfield service industry and (ii) illustrative discounted cash flow analysis based on a steady-growth model.

The fair value in Euro at 30 June 2023 equal to €242 million (€217 million at 30 June 2022) has increased by 11% due to currency effects.

Investments

Sector: ventures / Fair value at 30 June 2023: \$687 million

Performance

In 1H23 Exor Ventures made 13 new investments and led 2 deals (both in early-stage healthcare), selectively making follow-on investments based on our framework. We have been more engaged with portfolio founders in navigating the current environment while bolstering the internal team and infrastructure to find and back the best companies at reasonable valuations.

Since its inception in late 2017, approximately \$600 million has been invested across 90 companies to date, primarily in mobility (24%), healthcare (21%), and fintech (18%) with opportunities also being explored in software and climate tech.

Valuation

The fair value at 30 June 2023 of Exor's investments via Exor Ventures equal €632 million (€581 million at 31 December 2022) increased by 9% mainly driven by additional investments made for €49 million.

Sector public and private markets / Fair value at 30 June 2023: €1,637 million

Performance and Valuation

The fair value at 30 June 2023 of Exor's investments in the funds equal to €1,637 million (€1,185 million at 31 December 2022) increased by 38% mainly driven by additional investments made for €400 million.

The fair value at 30 June 2023 includes public funds for €1,112 million (€1,069 million at 31 December 2022) and private funds for €525 million (€116 million at 31 December 2022).

The fair value is based on the NAV reported by the funds, including both listed and private assets.

Performance of listed companies

This section illustrates a summary of first half 2023 performance of the main significant listed companies which are operating subsidiaries or associates of Exor, as published by the respective entity and approved by the respective board.

Sector: Luxury / Exor's stake: 22.91% / Fair value at 30 June 2023: €13,308 million / FY ending: December 31st

Key figures

Six months ended 30 June
€ million 2023 2022 Change
Shipments (in units) 6,959 6,706 253 3.8 %
EMEA 3,172 3,140 32 1.0 %
Americas 1,831 1,711 120 7.0 %
Mainland China, Hong Kong and Taiwan 735 643 92 14.3 %
Rest of APAC 1,221 1,212 9 0.7 %
Net revenues 2,903 2,477 426 17.2 %
Car and spare parts 2,500 2,103 397 18.9 %
Engines 60 78 (18) (23.1) %
Sponsorship, commercial and brand 277 235 42 17.9 %
Other 66 61 5 8.2 %
EBIT 822 630 192 30.5 %
Net profit 631 490 141 28.8 %
Net industrial debt(a) (331) (207) (124) n.m.
Debt (2,681) (2,812) 131 n.m.
Cash and cash equivalents 1,110 1,389 (279) n.m.
(less) Net debt of financial services activities (1,240) (1,216) (24) n.m.
Market Capitalization(a) 58,080 38,823 19,257 49.6 %
Share price - €(a) 299.5 200.2 99.3 49.6 %
Exor's share(a) 13,308 8,896 4,412 49.6 %

(a) Comparative data refers to 31 December 2022.

Key highlights

  • Shipments totalled 6,959 units in the six months ended 30 June 2023, up 253 units or 4% versus the prior period. The increase was mainly driven by the 296 and 812 Competizione families and the Ferrari Portofino M, partially offset by the phase out of the F8 Tributo. All geographies positively contributed and the geographical allocation followed the pace of introduction of new models.
  • Net revenues for the six months ended 30 June 2023 were €2,903 million, an increase of €426 million or 17.2% (15.2% on a constant currency basis), compared to €2,477 million in the same period of 2022. The improvement was attributable to the combination of a €397 million increase in cars and spare parts, a €42 million increase in sponsorship, commercial and brand and a €5 million increase in other net revenues, partially offset by a €18 million decrease in engines.
  • EBIT for the six months ended 30 June 2023 was €822 million, an increase of €192 million, or 30.5%, from €630 million in the six months ended 30 June 2022. The increase was primarily attributable to the combined effects of: (i) a positive volume impact of €25 million, (ii) a positive product and country mix impact of €179 million, mainly sustained by the Daytona SP3 and the 812 Competizione and SF90 families, as well as personalizations and pricing, (iii) negative contribution of €27 million from research and development costs, (iv) negative contribution of €34 million from selling, general and administrative costs mainly reflecting communication and marketing activities, lifestyle and corporate events.
  • Net Industrial debt at 30 June 2023 was €331 million, compared to €207 million at 31 December 2022, also reflecting share repurchases of €180 million and €312 million of dividends distribution. At 30 June 2023 the available liquidity was €1,710 million (€2,058 million at 31 December 2022), including undrawn committed credit lines of €600 million.

2023 Outlook

The company has provided the following 2023 Full Year Guidance:

  • Strong mix sustained by rich product portfolio, Ferrari Daytona SP3 and personalizations;
  • Price increase to counter-balance current cost inflation;
  • Increasing depreciation and amortization in line with the start of production of new models;
  • Revenues from racing and lifestyle activities reflecting a limited improvement;
  • Industrial free cash flow generation sustained by strong profitability partially offset by disciplined capital expenditures to fuel long term development and negative working capital.
(Euro billion, unless otherwise stated) 2022 ACTUAL 2023 GUIDANCE
Net revenues 5.1 ~5.8
Adjusted EBITDA (margin %) 1.77
34.8%
2.19-2.22
~38%
Adjusted EBIT (margin %) 1.23
24.1%
1.51-1.54
>26%
Adjusted diluted EPS (€) 5.09 6.25-6.40
Industrial free cash flow 0.76 ~0.90

Sector: Automakers and mobility provider / Exor's stake: 13.99% / Fair value at 30 June 2023: €7,231 million / FY ending: December 31st

Key figures

Six months ended 30 June
€ million 2023 2022 Change
Shipments (in 000 of units) 3,202 2,934 268 9 %
North America 1,023 959 64 7 %
Enlarged Europe 1,478 1,362 116 9 %
Middle East & Africa 208 138 70 51 %
South America 420 403 17 4 %
China and India & Asia Pacific 58 62 (4) (6) %
Maserati 15 10 5 50 %
Net revenues 98,368 87,999 9,206 10 %
North America 45,916 42,443 3,473 8 %
Enlarged Europe 34,861 31,319 3,542 11 %
Middle East Africa 4,698 3,039 1,659 55 %
South America 7,563 7,233 330 5 %
China and India & Asia Pacific 1,986 2,152 (166) (8) %
Maserati 1,309 941 368 39 %
Other 2,035 872 1,163 133 %
Adjusted Operating Income(a) 14,126 12,727 1,399 11 %
Net profit 10,918 7,960 2,958 37 %
Cash flows from operating activities 13,393 9,843 3,550 36 %
Industrial free cash flows(b) 8,655 5,319 3,336 63 %
Market Capitalization(c) 50,854 42,622 8,232 19 %
Share price - €(c) 16.1 13.3 2.8 21 %
Exor's share(c) 7,231 5,961 1,270 21 %

(a) Adjusted operating income is a non-GAAP financial measure used to measure performance. Adjusted operating income/(loss) excludes from Net profit/(loss) from continuing operations adjustments comprising restructuring, impairments, asset write-offs, disposals of investments and unusual operating income/ (expense) that are considered rare or discrete events and are infrequent in nature, as inclusion of such items is not considered to be indicative of the Stellantis's ongoing operating performance, and also excludes Net financial expenses/(income), Tax expense/(benefit) and Share of the profit of equity method investees.

(b) Industrial free cash flows is a non-GAAP financial measure used to measure performance. Industrial free cash flows is calculated as Cash flows from operating activities less: cash flows from operating activities from discontinued operations; cash flows from operating activities related to financial services, net of eliminations; investments in property, plant and equipment and intangible assets for industrial activities; contributions of equity to joint ventures and minor acquisitions of consolidated subsidiaries and equity method and other investments; and adjusted for: net intercompany payments between continuing operations and discontinued operations; proceeds from disposal of assets and contributions to defined benefit pension plans, net of tax. The timing of Industrial free cash flows may be affected by the timing of monetization of receivables and the payment of accounts payables, as well as changes in other components of working capital, which can vary from period to period due to, among other things, cash management initiatives and other factors, some of which may be outside of the company's control.

(c) Comparative data refers to 31 December 2022.

Key highlights

  • Shipments totalled 3.2 millions of units in the first half of 2023, an increase of 9% compared to 2022, with North America and the enlarged Europe area leading the way. The increase of 51% registered in the Middle East & Africa compared to the corresponding period in 2022 was primarily due to higher volumes and an improved vehicle mix.
  • Net revenues for the six months of 2023 were €98.4 billion, up 10% compared to June 2022 (€87.9 billion), primarily attributable to the higher shipments and volumes, and the strong net pricing in the semester. The majority of the revenues is divided between North America and Europe, where they registered an increase of respectively 8% and 11%, and a total of €45.9 billion and €34.9 billion.
  • Adjusted operating income for the first half of 2023 was €14.1 billion, an increase of €1.4 billion or 11% from last year, with a strong 14.4% margin. The result reflects the higher net pricing for the first semester of the year, together with volume growth, favourable foreign exchange translation and transaction effects, partially offset by negative effects on product mix and higher raw materials costs.
  • The €4.1 billion improvement in Industrial net financial position at 30 June 2023, as compared to December 2022, primarily reflects the €8.7 billion Industrial free cash flow of the period and the €1.5 billion net proceeds related to the reorganization of financial services in Europe, partially offset by €4.2 billion dividends distribution, €1.0 billion impact of the share buyback and a negative foreign exchange translation.

Debt to Industrial net financial position

(€ million) 30 June 2023 31 December 2022
Debt (29,467) (27,153)
Current financial receivables from jointly-controlled financial services company 985 321
Derivative financial assets(liabilities), net and collateral deposits 14 52
Financial securities 3,940 3,527
Cash and cash equivalents 48,978 46,433
Industrial Net financial position classified as held for sale 54
Net financial position 24,450 23,234
Less: Net financial position of financial services (5,347) (2,471)
Industrial net financial position 29,797 25,705

2023 Outlook

The company has provided the following 2023 Full Year Guidance:

  • Industry Outlook(*): North America +5% (unchanged); Enlarged Europe +7% (from 5%); Middle East & Africa +7% (from 5%); South America +3% (unchanged); India & Asia Pacific +5% (unchanged); China +2% (unchanged).
  • FY2023 Guidance Confirmed: Adjusted operating income margin of Double-Digit. Industrial Free Cash Flows positive. €1.5 billion Share Buyback Program On-Track.

Sector: Agriculture and construction workers / Exor's stake: 26.89% / Fair value at 30 June 2023: €4,845 million / FY ending: December 31st

Key figures

Six months ended 30 June
\$ million 2023 2022 Change
Revenues 11,833 10,707 1,126
Agriculture 8,817 8,099 718
Construction 1,913 1,694 219
Eliminations and other
Net revenues Industrial Activities 10,730 9,793 937.0
Financial Services 1,146 933 213
Eliminations and other (43) (19) (24)
Adjusted EBIT of Industrial Activities(a) 1,381 1,071 310.0
Agriculture 1,400 1,083 317
Construction 113 61 52
Unallocated items, elimination and other (132) (73) (59)
Net (loss) income 1,157 791 366.0
Third party debt (25,467) (23,496) (1,971)
Payables to Iveco Group(c) (111) (156) 45
Debt (25,578) (23,652) (1,926)
Receivables from Iveco Group(d) 260 298 (38)
Cash and cash equivalents 3,194 4,376 (1,182)
Restricted cash 731 753 (22)
Other/financial asset/(liabilities)(e) 252 285 (33)
(Net debt)/Cash (21,141) (17,940) (3,201)
(less) Cash(Debt) of Financial Activities 20,142 18,054 2,088
Net Cash(Debt) of Industrial Activities(b) (999) 114 (1,113)
Market Capitalization(f) 18,017 20,418 (2,401)
Share price - €(f) 13.2 15.0 (1.8)
Exor's share(f) 4,845 5,491 (646)

(a) Adjusted EBIT is a non-GAAP financial measure used to measure performance. Adjusted EBIT is defined as profit/(loss) before taxes, financial services results, industrial activities financial expenses, restructuring costs and certain non- recurring items.

(b) Net Cash (Debt) of Industrial Activities is defined is defined as total Debt plus Derivative liabilities, net of Cash and cash equivalents, Current securities, Derivative assets and Other current financial assets (primarily current securities, short-term deposits and investments towards high-credit rating counterparties). Comparative data refer to 31 December 2022.

(c) At 30 June 2023 this item includes payables related to purchases of receivables or collections with settlement in the following days.

(d) At 30 June 2023 this item includes receivables related to sales of receivables or collections with settlement in the following days.

(e) Including short term deposits, investments towards high-credit rating counterparties and fair value of derivative financial instruments.

(f) Comparative data refers to 31 December 2022.

Key highlights

• Net revenues were \$11,833 million in the six months ended 30 June 2023, an increase of \$1,126 million compared to the six months ended 30 June 2022. Net revenues of Industrial Activities were \$10,730 million in the six months ended 30 June 2023, an increase of \$937.0 million compared to the prior period due to favourable price realization and higher sales volume.

• Adjusted EBIT of Industrial Activities was \$1,381 million in the six months ended 30 June 2023, compared to an adjusted EBIT of \$1,071 million in the six months ended 30 June 2022. The increase was primarily attributable to gross margin improvement in the Agriculture and Construction segments.

Net debt

Net debt at 30 June 2023, excluding the exchange rate differences of \$295 million, increased by \$2,906 million compared to 31 December 2022, mainly reflecting a free cash flow absorption from Industrial activities of \$257 million, the increase in portfolio receivables in financial services for \$2 billion, dividend and buy back cash-out of \$700 million.

2023 Outlook for Industrial Activities

The company has provided the following 2023 Full Year Guidance, prepared under U.S. GAAP:

  • Net sales(*) up between 8% and 11% year on year including currency translation effects;
  • SG&A expenses up, no more than 5% vs 2022;
  • Free cash flow of Industrial Activities between \$1.3 billion and \$1.5 billion;
  • R&D expenses and capital expenditures at around \$1.6 billion

Sector: Automotive / Exor's stake: 27.06% / Fair value at 30 June 2023: €606 million / FY ending: December 31st

Key figures

Six months ended 30 June
\$ million 2023 2022 Change
Revenues 7,579 6,419 1,160
Commercial and Specialty Vehicles 6,368 5,294 1,074
Powertrain 2,248 1,998 250
Elimination and Other (1,180) (953) (227)
Net revenues Industrial Activities 7,436 6,339 1,097
Financial Services 216 109 107
Eliminations and other (73) (29) (44)
Adjusted EBIT 463 220 243
Commercial and Specialty Vehicles 379 171 208
Powertrain 127 92 35
Unallocated items, eliminations and other (106) (90) (16)
Adjusted EBIT of Industrial Activities 400 173 227
Financial Services 63 47 16
Eliminations and other
Net (loss) income 160 21 139
Third party debt (4,391) (4,156) (235)
Debt payable to CHN industrial(a) (232) (277) 45
Cash and cash equivalents(b) 1,701 2,288 (587)
Financial receivables from CNH Industrial(c) 102 146 (44)
Other current financial asset(d) 14 26 (12)
Derivative assets/(liabilities)(e) (32) 4 (36)
Net cash/(debt)(f) (2,838) (1,969) (869)
Net debt of financial services activities(f) (4,004) (3,696) (308)
Net Industrial cash (debt) Industrial Activities(f) 1,166 1,727 (561)
Market Capitalization(f) 2,238 1,507 731
Share price - €(f) 8.3 5.6 2.7
Exor's share(f) 606 408 198

(a) Includes payables related to purchases of receivables or collections with settlement in the following days.

(b) At 30 June 2023 includes €10 million classified as "Asset held for sale".

(c) Includes receivables related to sales of receivables or collections with settlement in the following days.

(d) Includes short-term deposits and investments towards high-credit rating counterparties.

(e) Includes fair value of derivative financial instruments.

(f) Comparative data refers to 31 December 2022.

Key highlights

• Net revenues of Iveco Group were €7,579 million in the six months ended 30 June 2023, an increase of €1,160 million compared to the six months ended 30 June 2022. Net revenues of Industrial Activities were €7,436 million in the six months ended 30 June 2023 an increase of 17.3% compared to the six months ended 30 June 2022, mainly due to higher volumes and positive price realization.

• Adjusted EBIT of Industrial Activities was €400 million for the six months ended 30 June 2023, compared to €173 million for the six months ended 30 June 2022. The increase was primarily attributable to a positive price realization, higher volumes and better mix more than offsetting higher raw material and energy costs.

Net debt

Net debt at 30 June 2023 was €2,838 million, an increase of €869 million compared to 31 December 2022 (€1,969 million). Net Industrial cash at 30 June 2023, equal to €1,166 million, decreased by €561 million compared to 31 December 2022 (€1,727 million).

2023 Outlook(i)

Based on current industry outlook, strong order backlogs and no signs of unusual levels of order cancellations, Iveco Group is expecting the following preliminary data for Full Year 2023:

  • Consolidated Adjusted EBIT between €750 million and €800 million;
  • Net revenues of Industrial Activities(ii) up between 5% to 8% versus full year 2022;
  • Adjusted EBIT of Industrial Activities between €650 million and €700 million;
  • SG&A costs of Industrial Activities ~6% of net revenues;
  • Net cash of Industrial Activities ~2.0 billion, including share buy-back and extraordinary transactions;
  • Investments of Industrial Activities(iii) confirmed up to 15% versus full year 2022.

i. A significant escalation or expansion of current macroeconomic and geopolitical issues, supply chain issues, and global logistic constraints and energy and material availability and relevant price variability could have a material adverse effect on Iveco Group financial results.

ii. Including currency translation effects.

iii. Investments in property, plant and equipment, and intangible assets (excluding assets sold under buy-back commitments and assets under operating leases).

Reconciliation with the IFRS financial statements

The following table shows the reconciliation between the Net Asset Value (NAV), the Gross Asset Value (GAV) and the issued capital and reserves attributable to owners of the parent.

€ million At 30 June 2023 At 31 December 2022
Issued capital and reserves attributable to owners of the parent 22,196 20,626
Difference between the market value and the book value of the investments 11,903 7,513
Treasury stock and other minor 90 94
Net Asset Value (NAV) 34,189 28,233
Gross debt of the Holding System 4,228 4,234
Other liabilities of the Holdings System 9 20
Gross Asset Value (GAV) 38,426 32,487

The following table shows the difference between the market value and the book value of Investments:

At 30 June 2023 At 31 December 2022
€ million Book value(a) Market value Book value(a) Market value
Stellantis 11,652 7,231 10,885 5,961
CNH Industrial 1,987 4,845 1,873 5,491
Iveco Group 665 606 642 408
Ferrari 668 13,308 633 8,896
Philips 544 544
Christian Louboutin 590 700 581 700
Exor Seeds/Ventures 542 542 498 504
The Economist Group 318 382 300 370
Institut Meriéux(b) 832 838 833 848
Juventus Football Club 35 553 87 510
Other Companies 428 595 462 617
Lingotto 1,637 1,637 1,185 1,185
Reinsurance vehicles 692 692 622 622
Others(c) 1,739 1,759 1,231 1,233
Total 22,329 34,232 19,832 27,345
Difference 11,903 7,513

(a) Correspond to the Exor's share of the net equity attributable to the owner of the parent of each entity. The values in the item Others correspond to the carrying amounts in the financial statements.

(b) Includes the Exor's commitment to purchase 341,171 shares of Institut Meriéux (€555 million).

(c) Mainly includes listed securities, other assets and direct ventures.

2 - Net financial position of the Holdings System

The net financial position of the Holdings System, determined by applying the shortened consolidation criterion, is a representative measure of the financial resources and commitments directly attributable to and managed by Exor. This non-IFRS measure is a metric used to indicate to shareholders and investors the financial resources and indebtedness directly attributable to Exor, rather than the consolidated financial resources and indebtedness of the Group.

The following table shows the net financial position of the Holdings System and details the composition thereof, namely cash, cash equivalents and financial assets less gross debt of the Holdings System.

€ million At 30 June 2023 At 31 December 2022
Cash and cash equivalents 1,702 1,860
Liquidity funds 842 1,114
Short duration and bond funds 1,432 2,011
Financial assets and financial receivables 119 44
Cash, cash equivalents and financial assets 4,095 5,029
Exor bonds (3,466) (3,475)
Bank debt (151) (150)
Other financial liabilities (611) (609)
Gross debt (4,228) (4,234)
Net financial position (133) 795

Reconciliation with the IFRS financial statements

Considering that the net financial position of the Holdings System is a non-IFRS measure, the reconciliation with the IFRS financial statements is presented for the components of the net financial position of the Holdings System, meaning cash, cash equivalents and financial assets and gross debt.

The reconciliation of cash, cash equivalents and financial assets of the Holdings System against the nearest IFRSmeasure is as follows.

€ million At 30 June 2023 At 31 December 2022
Cash and cash equivalents(a) 9,066 11,577
(Less) Cash and cash equivalents of the operating subsidiaries accounted for
using the equity method in the Holdings System
(6,522) (8,603)
Short duration and other bond funds 1,432 2,011
Financial assets and financial receivables 119 44
Cash, cash equivalents and financial assets of the Holdings System 4,095 5,029

(a) IFRS measure.

The reconciliation of the consolidated gross debt of Exor Group with the consolidated gross debt of the Holdings System is as follows:

€ million At 30 June 2023 At 31 December 2022
Gross debt(a) 36,619 33,970
(Less) Gross debt of the operating subsidiaries accounted for using the
equity method in the Holdings System
(40,847) (38,204)
Gross debt of the Holdings System (4,228) (4,234)

(a) IFRS measure. Corresponding to the item financial debt and derivative liabilities in the consolidated financial statement.

3 - Share of the profit (loss) from investments in subsidiaries and associates

The share of the profit (loss) from investments in subsidiaries and associates is determined using the shortened consolidation criterion and measures the profitability of Exor's investments. This non-IFRS measure is a metric used to indicate the profits or losses directly attributable to Exor's proportionate shareholding in its subsidiaries and associates, rather than the consolidated profits or losses attributable to the Group.

The composition is as follows:

€ million Six months ended 30 June
2023 2022 Change
Stellantis 1,571 1,133 438
CNH Industrial 291 189 102
Ferrari 154 118 36
Iveco Group 43 4 39
Welltec 28 11 17
Christian Louboutin 8 17 (9)
The Economist Group 8 9 (1)
Institut Mérieux 2 2
Exor Seeds/Ventures (16) 31 (47)
Juventus Football Club (51) (84) 33
Other (57) (15) (42)
PartnerRe(a) (1,060) 1,060
Share of the profit (loss) from investments in subsidiaries and
associates 1,981 353 1,628

(a) The disposal of PartnerRe was completed on 12 July 2022.

Reconciliation with the IFRS financial statements

The reconciliation of the share of the profit from investments in subsidiaries and associates with the profit (loss) attributable to owners of the parent is as follows:

€ million Six months ended 30 June
2023 2022 Change
Profit (loss) attributable to owners the parent(a) 2,157 265 1,892
Less:
- Other gain (losses)
- (Profit) loss from investments at FVTOCI (11) (11)
- (Profit) loss from investments at FVTPL (145) 15 (160)
- Net financial expenses (income) (46) 60 (106)
- Net recurring general expenses 21 9 12
- Net non-recurring other income/expenses 3 3
- Income taxes and other taxes and duties 2 1 1
Share of the profit (loss) of investments accounted for using the equity
method 1,981 353 1,628

(a) IFRS measure.

4 - Loan-To-Value (LTV) Ratio

Exor focuses on managing its leverage and keeping indebtedness below 20% of Loan-to-Value (LTV) ratio as a target. LTV ratio is a measure used to assess the financial risk profile of an investment holding company, and, in respect of Exor, is calculated by dividing the sum of net financial position of the Holdings System and other liabilities of the Holdings System, and by the sum of the Gross Asset Value of the Company net of cash, cash equivalents and other financial assets of the Holdings System, expressed as a percentage.

The Company's LTV ratio at 31 December 2022 is not applicable, as the Company had a net cash position. The Company's LTV ratio at 30 June 2023 was equal to 0.41%. This APM is a ratio used to provide shareholders and investors with a metric which shows the relationship between the Company's net debt and the value of its assets, which are mainly participations in companies.

The table below sets out the breakdown of the Company's LTV ratio at 30 June 2023 and at 31 December 2022.

€ million At 30 June 2023 At 31 December 2022
Net financial position of the Holdings System (133) 795
Other liabilities of the Holdings System (9) (20)
Numerator (142) 775
Gross Asset Value 38,426 32,487
Cash, cash equivalents and financial assets of the Holdings System 4,095 5,029
Denominator 34,331 27,458
LTV Ratio 0.41 % n.a.

REVIEW OF THE CONSOLIDATED RESULTS OF THE EXOR GROUP – SHORTENED

This section includes the results of the Exor Group based on the "shortened" criterion of consolidation.

According to this method, the Holdings System companies are consolidated line-by-line and the operating subsidiaries and associates are consolidated using the equity method.

While the presentation of such data is not contemplated in the reference accounting standards, Exor believes that this information facilitates the analysis of the results and the financial position of Exor Group.

EXOR GROUP – Consolidated Income Statement – Shortened
Six months ended 30 June
€ million Note 2023 2022 Change
Profit (loss) from investments in subsidiaries and associates:
Share of the profit (loss) 1 1,981 353 1,628
Gain on disposal 1
Dividends received 1 815 794 21
Dividends eliminated(a) (815) (794) (21)
Profit (loss) from investments in subsidiaries and associates 1,981 353 1,628
Profit (loss) from investments at FVTOCI 6 11 11
Profit (loss) from investments at FVTPL 7 145 (15) 160
Net financial income (expenses):
Profit (loss) from cash, cash equivalents and financial assets 2 88 3 85
Cost of debt 2 (45) (53) 8
Exchange gains (losses), net and other 2 3 (10) 13
Net financial income (expenses) 46 (60) 106
Net recurring general expenses 3 (21) (9) (12)
Net non-recurring other income (expenses) 4 (3) (3)
Income taxes and other taxes and duties (2) (1) (1)
Profit (loss) attributable to owners of the parent 2,157 265 1,892

(a) Dividends from investments in subsidiaries and associates which are included in the share of the profit (loss) from investments in subsidiaries and associates are eliminated in the consolidation process.

EXOR GROUP – Consolidated Statement of Financial Position – Shortened

€ million Note At 30 June 2023 At 31 December 2022 Change
Investments in subsidiaries and associates 5 17,173 16,244 929
Investments at FVTOCI 6 1,803 971 832
Investments at FVTPL 7 2,537 1,854 683
Other assets (liabilities), net 8 817 763 54
Invested capital 22,330 19,832 2,498
Issued capital and reserves attributable to owners of the
parent
9 22,197 20,627 1,570
Cash, cash equivalents and financial assets 10 (4,095) (5,029) 934
Gross debt 10 4,228 4,234 (6)
Equity and net financial position 22,330 19,832 2,498

Basis of preparation - Principles of the "shortened" consolidation method

The management of Exor believes that the consolidated financial information prepared applying the "shortened" consolidation method facilitates the analysis of the results and financial position of the Company. This method is recognized by the financial community, financial counterparties and rating agencies.

This method does not fully represent, nor should be treated as, the consolidated financial position of the Group prepared in accordance with IFRS. It is not contemplated in the reference accounting standards and is not audited by the independent auditors of the Company.

This method may not be consistent with that adopted by other groups and therefore it may not be possible to compare such financial information.

Scope Consolidated entities Source of financial
information
Method of consolidation
Parent company Exor N.V. IFRS-compliant financial
statements
Line-by-line method
Subsidiaries of the
Holdings System
Exor Nederland N.V. (the
Netherlands), Exor S.A.
(Luxembourg), Ancom USA Inc.
(USA), Exor SN LLC (USA), Exor
Investments Limited (UK)
IFRS-compliant financial
statements
Line-by-line method
Investee companies
(subsidiaries and
associates)
Ferrari, CNH Industrial, Exor
Seeds, Exor Ventures, Juventus,
Iveco Group, GEDI, Shang Xia,
Lingotto Investment Management,
Stellantis, Christian Louboutin,
The Economist Group, Welltec,
Lifenet, Casavo and Nuo
IFRS-compliant financial
statements
Equity method

Overview consolidated data

Exor closed the first half of 2023 with a consolidated profit of €2,157 million; in the same period of 2022 Exor recorded a consolidated profit of €265 million. The net increase of €1,892 million is mainly attributable to the improvement of the share of the results of subsidiaries and associates (€1,628 million). The result of the first half of 2022 was also affected by unrealized losses of the fixed income portfolio of PartnerRe (€1,060 million).

At 30 June 2023 the consolidated equity attributable to owners of the parent amounts to €22,197 million, with a net increase of €1,570 million, compared to €20,627 million at 31 December 2022. Additional details are provided in Note 9.

The consolidated net financial position of the Holdings System at 30 June 2023 is negative €133 million and reflects a negative change of €928 million compared to the positive financial position of €795 million at 31 December 2022, mainly due to investments (€1,349 million), share buyback (€246 million) and dividend distribution (€99 million), partially offset by dividends received from investments (€815 million). Additional details are provided in Note 10.

Scope of consolidation

The following table shows the scope of consolidation under the shortened method:

Reporting
currency
% of consolidation
At 31 December
At 30 June 2023 2022 At 30 June 2022
Holding Company
EXOR N.V. (the Netherlands) 100 100 100
Companies in the Holdings System consolidated line
by-line
Exor Nederland N.V. (the Netherlands) \$ 100 100 100
Exor S.A. (Luxembourg) 100 100 100
Ancom USA Inc. (USA) \$ 100 100 100
Exor SN LLC (USA) \$ 100 100 100
Exor Investments Limited (UK) £ 100 100 100
Investments in operating subsidiaries accounted for
using the equity method
Ferrari N.V. 24.51 24.42 24.30
CNH Industrial N.V. \$ 27.50 27.30 27.11
Juventus Football Club S.p.A. 63.77 63.77 63.77
Iveco Group N.V. 27.25 27.06 27.06
Exor Seeds L.P. \$ 87.92 87.64 82.43
Exor Ventures L.P.(a) \$ 100
GEDI Gruppo Editoriale S.p.A. 89.62 89.62 89.62
Shang Xia Trading Co. Ltd(b) CNY 82.30 82.30 82.30
Lingotto Investment Management LLP(c) £ 100 100 100
Investments in operating associates accounted for
using the equity method
Stellantis N.V. 14.42 14.29 14.29
Christian Louboutin S.A.S. 24.00 24.00 24.03
The Economist Newspaper Limited £ 43.40 43.40 43.40
Welltec International ApS \$ 47.62 47.62 47.62
NUO S.p.A. 50.00 50.00 50.00
Lifenet S.r.l. 44.67 44.67 45.00
Casavo Management S.p.A. 18.64 18.68
Institut Mérieux S.A.S. 3.57 3.57

(a) Incorporated in 2023.

(b) Owned through the holding company Full More Group (Hong Kong).

(c) Previously Exor Capital, owned through the holding company Lingotto Investment Management (UK) Limited.

Consolidation of foreign entities

The exchange rates used to translate foreign currencies into Euro are as follows:

Six months
ended 30
June 2023
Average
At 30 June
2023
At 31
December
2022
Six months
ended 30
June 2022
Average
At 30 June
2022
U.S. dollar 1.081 1.087 1.067 1.093 1.039
British pound 0.876 0.858 0.887 0.842 0.858
Chinese Renminbi 7.489 7.898 7.358 7.082 6.962

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - SHORTENED

1. Profit (loss) from investments in subsidiaries and associates

Share of the profit (loss)

The share of the results from investments in subsidiaries and associates in the six months ended 30 June 2023 is a profit of €1,981 million, an increase of €1,628 million compared to the profit of the six months ended 30 June 2022 of €353 million. The increase is mainly attributable to the fact that the result of the first half of 2022 included unrealized losses of the fixed income portfolio of PartnerRe. It also reflects the positive performances of Exor's subsidiaries and the associates, in particular Stellantis and CNH Industrial.

Result(a) Exor's share(b)
Six months ended 30 June Six months ended 30 June Change
€ million 2023 2022 2023 2022
Stellantis 10,923 7,960 1,571 1,133 438
CNH Industrial 1,059 697 291 189 102
Ferrari 629 487 154 118 36
Iveco Group 157 13 43 4 39
Welltec 59 24 28 11 17
Christian Louboutin 34 69 8 17 (9)
The Economist Group(c) 18 20 8 9 (1)
Institut Mérieux(d) 66 2 2
Exor Ventures (23) 27 (16) 31 (47)
Juventus Football Club(e) (81) (132) (51) (84) 33
Other(f) (57) (15) (42)
PartnerRe(g) (1,060) (1,060) 1,060
Share of the profit (loss) of investments in subsidiaries and
associates
1,981 353 1,628

(a) Results attributable to owners of the parents, prepared by each subsidiary and associate for Exor consolidation purposes, which may differ from those published or to be published by each reporting entity in its own financial report. Results reported in foreign currencies have been converted into Euro at the average exchange rate of the period.

(b) Including consolidation adjustments, where applicable.

(c) The result refers to the period 1 October –31 March.

(d) The acquisition date was 1 July 2022.

(e) The result refers to the accounting data prepared for consolidation in Exor for the period 1 January – 30 June. The result may differ from what will be published by Juventus when approving the financial statement for the 2022/2023 financial year.

(f) Mainly includes the share of the results of GEDI, Shang Xia, Casavo and Lingotto Investment Management.

(g) The disposal was completed on 12 July 2022.

Dividends

Six months ended 30 June
€ million 2023 2022 Change
Dividends from investments accounted for using the equity method:

Stellantis
602 467 135

CNH Industrial
132 103 29

Ferrari
81 61 20

PartnerRe
163 (163)
Dividends included in the net financial position 815 794 21
Less: Dividends included in the share of the profit (loss) from investments
accounted for using the equity method
(815) (794) (21)
Dividends included in the income statement

2. Net financial income (expenses)

In the six months ended 30 June 2023 net financial income amount to €46 million (net financial expenses of €60 million in the six months ended 30 June 2022).

Six months ended 30 June
€ million 2023 2022 Change
Profit (loss) from cash, cash equivalents, financial assets
Realized gains (losses) 21 21
Unrealized gains (losses) 23 23
Interest income on:

bank current accounts and deposits
37 37

debt securities
2 2

financial receivables and financial assets
5 1 4
Total profit (loss) from cash, cash equivalents, financial assets 88 3 85
Cost of debt:
Bonds(a) (42) (51) 9
Bank debt and other (3) (2) (1)
Total cost of debt (45) (53) 8
Exchange gains (losses) (2) (7) 5
Derivates and other 5 (3) 8
Net financial income (expenses) recorded in the income statement 46 (60) 106

(a) Includes the positive credit risk adjustment component recorded in the income statement relating to the fair value measurement of the cross currency swap in accordance with IFRS 13.

3. Net recurring general expenses

Net recurring general expenses in the six months ended 30 June 2023 amount to €21 million, an increase of €12 million compared to the six months ended 30 June 2022 (€9 million).

The main items are detailed below:

Six months ended 30 June
€ million 2023 2022 Change
Personnel costs (4) (4)
Compensation and other costs relating to directors(a) (4) (1) (3)
Service costs, net (6) (4) (2)
Net recurring general expenses included in net financial position (14) (9) (5)
Share based compensation plan costs (7) (7)
Net recurring general expenses (21) (9) (12)

(a) Six months ended 30 June 2023 includes special awards granted to the current Chairman in accordance with the resolution of the AGM held on 31 May 2023.

4. Net non-recurring other income (expenses)

In the six months ended 30 June 2023 net non-recurring expenses amount to €3 million and mainly refer to a special award granted to the former Chairman and consulting fees relating to investments and other projects. In the six months ended 30 June 2022 net non-recurring expenses amounted to €3 million of which consulting fees related to investments and disinvestment projects and contribution to cultural and charitable associations.

5. Investments in subsidiaries and associates

€ million At 30 June 2023 At 31 December 2022 Change
Stellantis 11,652 10,885 767
CNH Industrial 1,987 1,873 114
Ferrari 668 633 35
Iveco Group 665 642 23
Christian Louboutin 590 581 9
Exor Seeds 481 498 (17)
Exor Ventures(a) 61 61
The Economist Group 318 300 18
Institut Mérieux(b) 277 278 (1)
Welltec 130 104 26
Juventus 35 87 (52)
Other(c) 309 363 (54)
Investments in subsidiaries and associates 17,173 16,244 929

(a) The acquisition date was 1 July 2022.

(b) Incorporated in 2023. (c) Includes the investments in GEDI, Casavo, Lifenet, Shang Xia, Nuo and Lingotto Investment Management.

The positive change in Exor's investment in Stellantis (€767 million) is mainly attributable to Exor's share of the profit (€1,571 million) and positive change in the remeasurement of defined benefits plans reserve (€42 million), partially offset by dividend distribution (€602 million), share buy-backs (€144 million), negative change in the cash flow hedge reserve (€126 million) and negative translation exchange differences (€99 million)

The positive change in Exor's investment in CNH Industrial (€114 million) is mainly attributable to Exor's share of the profit (€291 million), partially offset by dividend distribution (€132 million), share buy-backs (€43 million) and negative translation exchange differences (€24 million).

The positive change in Exor's investment in Iveco Group (€23 million) is mainly attributable to Exor's share of the profit (€43 million), partially offset by the negative translation exchange differences (€27 million).

The positive change in Exor's investment in Ferrari (€35 million) is mainly attributable to Exor's share of the profit (€154 million), partially offset by dividends distribution (€80 million) and share buy-backs (€44 million).

6. Investments measured at fair value through other comprehensive income

The investments measured at fair value through other comprehensive income amount to €1,803 million (€971 million at 31 December 2022) and include principally investments in equity instruments.

€ million At 31 December
2022
Increases Disposals Fair value
adjustments(a)
At 30 June 2023
Listed:
Philips 511 33 544
Clarivate 130 160 (5) 285
Forvia (previously Faurecia) 141 74 215
Other 50 3 53
Total Listed 321 671 105 1,097
Unlisted:
Via Transportation 477 46 523
Other 173 14 (4) 183
Total Unlisted 650 60 (4) 706
Total 971 731 101 1,803

Details of changes during the year are as follows:

(a) Of which -€3 million related to exchange differences on translation recognized in the OCI reserves.

The values of the listed investments are aligned to the market price at the reporting date. The fair value adjustment to Via Transportation is due to currency translation, while the share price is unchanged and supported by the most recent transactions.

Other financial investments at FVTOCI mainly refers to small equity investments in unlisted companies (or early stage) for the most part acquired during the last 12 months; the carrying amounts at 30 June 2023 are aligned with the most recent transactions and capital increase.

7. Investments measured at fair value through profit and loss

The investments measured at fair value through profit and loss amount to €2,537 million (€1,854 million at 31 December 2022) and mainly include investments in funds.

Details of changes during the year are as follows:

€ million At 31 December
2022
Increases Disposals Fair value
adjustments(a)
At 30 June
2023
Funds managed by Lingotto:

public market
1,069 43 1,112

private market
116 400 9 525
Total funds managed by Lingotto 1,185 400 52 1,637
Reinsurance vehicles 622 70 692
Funds managed by third parties 47 150 11 208
Total 1,854 550 133 2,537

(a) Fair value adjustment includes -€12 million related to exchange differences on translation recognized in the profit and loss.

8. Other assets (liabilities), net

At 30 June 2023 and 31 December 2022 other assets net (€817 million and €763 million, respectively) mainly includes the Exor's commitment to purchase 341.171 shares of Institut Meriéux (€555 million).

9. Issued capital and reserves attributable to owners of the parent

€ million At 30 June 2023 At 31 December
2022
30 June 2022
Share capital 7 7 7
Reserves 22,590 21,172 18,452
Treasury stock (400) (552) (398)
Issued capital and reserves attributable to
owners of the parent
22,197 20,627 18,061

Details of changes during the six months ended 30 June 2023 as follows:

Six months ended 30 June
€ million 2023 2022
Initial amount 20,627 16,759
Movements attributable to Exor and the Holdings System:

Buyback Exor treasury stock
(246) (100)

Fair value adjustment to investments
103 (154)

Dividend paid by Exor
(99) (100)

Measurement of derivative financial instruments
4 12

Exchange differences on translation
(58) 11

Other net
12 (6)
Movements attributable to operating companies accounted for using the equity method:

Exchange differences on translation
(147) 1,354

Remeasurement of defined benefit plans
42 163

Buyback treasury stock
(237) (62)

Cash flow hedge reserve
(139) (55)

Other net
178 (26)
Consolidated profit (loss) attributable to owners of the parent 2,157 265
Net change during the period 1,570 1,302
Final amount 22,197 18,061

10. Net financial position of the Holdings System

The Holdings System at 30 June 2023 has a negative net cash position of €133 million, with a negative change of €928 million compared to the net cash position at 31 December 2022 (€795 million).

€ million At 30 June 2023 At 31 December 2022 Change
Bank accounts and time deposits 1,702 1,860 (158)
Liquidity funds 842 1,114 (272)
Short duration and other bond funds 1,432 2,011 (579)
Financial assets 114 38 76
Financial receivables 5 6 (1)
Cash, cash equivalents and financial assets(a) 4,095 5,029 (934)
Exor bonds (3,466) (3,475) 9
Bank debt (151) (150) (1)
Other financial liabilities (611) (609) (2)
Gross debt (4,228) (4,234) 6
Net financial position of the Holdings System (133) 795 (928)

(a) Cash, cash equivalents and financial assets available amount to €4,545 million (€5,479 million at 31 December 2022) considering also the undrawn committed credit lines for €450 million (in line with 31 December 2022).

Cash in bank accounts and time deposits are spread over an appropriate number of counterparties chosen according to their creditworthiness and their reliability since the primary objective is to hold investments which can readily be converted into cash.

Liquidity funds include allocations to money market funds with an average duration below 3 months.

Short duration and other bond funds include allocations to short duration bond funds and a selective allocation to bond portfolio mandates with an average duration below 12 months.

Financial assets principally include financial instruments accounted for at FVTPL and listed debt securities measured at amortized cost.

Issue Maturity Issue Fixed Nominal
amount
30 June 2023 31 December 2022 Change
date date price Rate (%) (million)
(€ million)
08-Oct-14 08-Oct-24 100.090 2.500 500 (a) (509) (503) (6)
07-Dec-12 31-Jan-25 97.844 5.250 100 (102) (104) 2
22-Dec-15 22-Dec-25 100.779 (b) 2.875 450 (b) (457) (451) (6)
20-May-16 20-May-26 99.650 4.398 \$ 170 (157) (160) 3
18-Jan-18 18-Jan-28 98.520 1.750 500 (500) (503) 3
29-Apr-20 29-Apr-30 98.489 2.250 500 (496) (501) 5
19-Jan-21 19-Jan-31 99.089 0.875 500 (497) (499) 2
09-May-11 09-May-31 100.000 2.800 (c) ¥ 10,000 (64) (72) 8
14-Oct-19 14-Oct-34 99.725 1.750 500 (d) (485) (480) (5)
15-Feb-18 15-Feb-38 98.183 3.125 200 (199) (202) 3
(3,466) (3,475) 9

Current portion
(36) (37) 1
Non-current portion (3,430) (3,438) 8

Bonds issued by Exor and outstanding at 30 June 2023 are as follows:

(a) After the repurchase settlement dated 20 January 2021; originally €650 million.

(b) Originally €250 million; the amount was increased by another €200 million on 10 May 2016. The issue price corresponds to the weighted average of the prices calculated on the entire amount of €450 million.

(c) To protect against currency fluctuations, Exor has in place a hedging transaction using a cross currency swap. The cost in Euro is fixed at 6.012% per year.

(d) Originally €300 million; the amount was increased by another €200 million with settlement date 23 June 2020.

Exor may, from time to time, buy back bonds on the market also for purposes of their cancellation. Such buybacks, if made, depend upon market conditions, Exor's financial situation and other factors which could affect such decisions.

Bank debt include a €150 million term loan with maturity in 2024.

At 30 June 2023 Exor has undrawn committed credit lines in Euro of €450 million, expiring after 30 June 2023 and uncommitted credit lines for €565 million.

Other financial liabilities (€611 million) mainly include the residual two thirds not yet paid of the original commitment to subscribe the 10% capital increase in Institut Merieux (€555 million), the fair value of cash flow hedge derivative instruments (€23 million) and the put option on certain minority stakes in GEDI and Shang Xia (€16 million and €14 million, respectively).

At the date of this report, Exor's long-term and short-term debt ratings from Standard & Poor's are "BBB+" and "A-2" respectively, with a "stable outlook".

The net change for the six months ended 30 June 2023 can be analysed as follows:

Six months ended 30 June
€ million 2023 2022
Net financial position of the Holdings System - Initial amount 795 (3,924)
Dividends received from investments [Note 1] 815 794
Investments [see table below] (1,349) (355)
Asset disposals 11
Dividends paid by Exor [Note 9] (99) (100)
Buyback Exor treasury stock [Note 9] (246) (100)
Other changes [see table below] (49) (890)
Net change during the year (928) (640)
Net financial position of the Holdings System - Final amount (133) (4,564)

The detail of main changes in investments and other is as follows:

Six months ended 30 June
€ million 2023 2022
Investments (1,349) (355)
Subsidiaries, associates and funds (615) (109)
Lingotto (400)
Other funds (150)
Exor Ventures (62)
Exor Seeds (3) (42)
Lifenet (67)
Investment measured at FVTOCI - listed (671) (36)
Philips (511)
Clarivate (160)
Forvia (36)
Investment measured at FVTOCI - unlisted (63) (210)
Via Transportation (46)
Other (17) (210)
Other changes (49) (890)
Net recurring general expenses (14) (9)
Net non-recurring other income (expenses) (1) (3)
Net financial (expenses) income generated by the financial position(a) 46 (60)
Tax claim (746)
Other net changes(b) (80) (72)

(a) In the six months ended 30 June 2023 related to: cost of debt (-€45 million), derivative and other, net exchange losses (+€3 million) and profit from cash, cash equivalents and financial assets (+€88 million). In the six months ended 30 June 2022 related to: cost of debt (-€53 million), net exchange losses (-€9 million) and profit from cash, cash equivalents and financial assets (+€2 million).

(b) In the six months ended 30 June 2023 other net changes includes among other, further additions to the loan granted to the subsidiaries GEDI for €35 million and Shang Xia for €9 million.

REVIEW OF THE CONSOLIDATED RESULTS OF THE EXOR GROUP

Exor (and the subsidiaries constituting the Holdings System) together with its operating subsidiaries and associate constitute the "Exor Group" or the "Group".

This section includes a selection of the most relevant financial data from the consolidated financial statements of the Exor Group.

In order to ensure that data is coherent and uniform, it is presented based on Exor consolidation rules and IFRS accounting standards and therefore may differ from the data published by subsidiaries and associates in their financial reports.

REVIEW OF THE CONSOLIDATED RESULTS OF THE EXOR GROUP

Significant economic data(a)

Six months ended 30 June 2023 Six months ended 30 June 2022
€ million Net revenues Net profit (loss)
from continuing
operations
Profit (loss)
attributable to
owners of the
parent(b)
Net profit (loss)
Net revenues
from continuing
operations
Profit (loss)
attributable to
owners of the
parent(b)
Stellantis 1,571 1,571 1,133 1,133
CNH Industrial 10,949 1,067 291 9,792 723 189
Iveco Group 7,579 160 43 6,419 21 4
Ferrari 2,903 631 154 2,477 490 118
Juventus 231 (81) (51) 219 (132) (84)
GEDI 237 (37) (32) 238 (22) (19)
Other and adjustments(c) (532) 176 181 (462) (43) (1,076)
Consolidated data 21,367 3,487 2,157 18,683 2,170 265

(a) Data prepared by each segment entity for Exor consolidation purposes, which may differ from data published by the entity in its own financial report.

(b) Exor share of the results attributable to the owners of the parent of each segment entity.

(c) The item includes consolidation adjustments and data of Exor and entities of the Holdings System, as well as the result from discontinued operations.

Net revenues

Net revenues for the six months ended 30 June 2023 were €21,367 million, with an increase of €2,684 million compared to the six months ended 30 June 2022 €18,683 million, mainly attributable to the improvement in the performance of CNH Industrial, Iveco and Ferrari for €1,157 million, €1,160 million and €426 million, respectively. The overview of the revenues of the main subsidiaries is as follows.

Net revenues of CNH Industrial for the six months ended 30 June 2023 were €10,949 million, with an increase of 1,157 million compared to the six months ended 30 June 2022 (€9,792 million); the increase in net revenues of industrial activities mainly due to favorable price realization and higher sales volume.

Net revenues of Iveco Group for the six months ended 30 June 2023 were €7,579 million, an increase of 24.0% compared to the six months ended 30 June 2022 (€6,419 million), the increase in net revenues of industrial activities mainly due to positive price realization and higher volumes.

Net revenues of Ferrari for the six months ended 30 June 2023 were €2,903 million, with an increase of €426 million or 19.3% (an increase of 15.2% on a constant currency basis), compared to €2,477 million for the six months ended 30 June 2022, mainly attributable to the combination of a €397 million increase in cars and spare parts, €42 million increase in sponsorship, commercial and brand and a €5 million increase in other revenues, partially offset by a €18 million decrease in engines.

Net Profit (loss) from continuing operations

Net profit (loss) from continuing operations for the six months ended 30 June 2023 was €3,487 million, with an increase of €1,317 million compared to the six months ended 30 June 2022 €2,170 million, mainly attributable to the improvement of Stellantis and CNH Industrial's performance, respectively for €438 million and €344 million. The overview of the result of the main subsidiaries is as follows.

Net profit from continuing operations of CNH Industrial was €1,067 million for the six months ended at 30 June 2023, compared to €723 million for the six months ended at 30 June 2022. Net profit included a loss of €21 million on the sale of CNH Industrial Russia and CNH Capital Russia and restructuring costs of €2 million, partially offset by a gain of €12 million in relation to the fair value remeasurement of previously held investments in Augmenta and Bennamann.

Net profit from continuing operations of Iveco Group was €160 million for the six months ended 30 June 2023 (€21 million for the six months ended 30 June 2022) primarily due to profitability improvements across the segments.

Net profit from continuing operations of Ferrari was €631 million for the six months ended at 30 June 2023, with an increase of €141 million compared to €490 million for the six months ended at 30 June 2022. Higher industrial costs (including the effects of raw material cost inflation), as well as the increase in costs and selling, general and administrative costs, were more than offset by the increase in revenues.

Significant financial data(a)

At 30 June 2023 At 31 December 2022
€ million Cash and
cash
equivalents
Total
Assets
Gross
debt(b)
Total
equity
Issued
capital and
reserves
attributable
to owners
of the
parent(c)
Cash and
cash
equivalents
Total
Assets
Gross
debt(b)
Total
equity
Issued
capital and
reserves
attributable
to owners
of the
parent(c)
Stellantis 11,652 11,652 11,652 10,885 10,885 10,885
CNH Industrial 3,612 39,787 23,764 7,471 1,987 4,809 37,526 22,368 7,041 1,873
Iveco Group 1,691 16,801 4,698 2,476 665 2,288 16,013 4,479 2,391 642
Ferrari 1,110 7,950 2,700 2,732 668 1,389 7,766 2,832 2,602 633
Juventus 49 840 389 55 35 43 937 376 135 87
GEDI 10 713 255 157 134 18 708 209 194 167
Other and
adjustments(d)
2,594 11,764 4,813 7,132 7,056 3,030 9,864 3,706 6,422 6,340
Consolidated
data
9,066 89,507 36,619 31,675 22,197 11,577 83,699 33,970 29,670 20,627

(a) Data prepared by each segment entity for Exor consolidation purposes, which may differ from data published by the entity in its own financial report.

(b) Gross debt referred to CNH Industrial, Iveco Group and Ferrari includes industrial activities and financial services debt. Gross debt in this table corresponds to the item financial debt and derivative liabilities in the consolidated financial statements.

(c) Exor share of the equity attributable to the owners of the parent of each segment entity.

(d) Includes consolidation adjustments and data of Exor and subsidiaries of the Holdings System.

Gross debt

The Group's sources of financing are largely represented by public and private bond issues and bank loans (including, without limitation, committed and uncommitted credit facilities to manage its cash flow needs), as well as commercial paper.

Bond issues and revolving credit facility agreements may impose covenants on the borrower and in certain cases on the guarantor, which are typical of international practice for similar liabilities.

The covenants vary from facility to facility and may include among others: (i) negative pledge clauses which require that, in case any security interest in assets of the issuer is granted in connection with other notes or debt securities having the same ranking, such security should be equally and ratably extended to the outstanding notes, subject to certain permitted exceptions; (ii) pari passu clauses, under which the debt ranks and will rank pari passu with all other present and future unsubordinated and unsecured obligations of the issuer; (iii) periodic disclosure obligations; (iv) cross-default clauses which require immediate repayment of the debt under certain events of default on other financial instruments of the relevant issuer; (v) limitation of new real guarantees and asset sales on certain company assets without the consent of the creditor; (vi) limitation on incurrence of liens; (vii) limitations on incurrence, repayment and prepayment of indebtedness, and (viii) other clauses that are generally applicable to securities of a similar type. A breach of these covenants may require the early repayment of the underlying indebtedness. At 30 June 2023 and at 31 December 2022 the Group was in compliance with all covenants under its debt agreements.

In this regard, it should be noted that Exor is a holding company at the head of a diversified and non-integrated group and does not exercise management and coordination activities over its subsidiaries, which operate in full autonomy.

It should also be noted that Exor has not assumed any guarantees in relation to the indebtedness of its investee operating companies.

The financial debt is also affected by the asset-backed financing (almost entirely related to CNH Industrial and Iveco Group) that represents the amount of financing received through factoring transactions which do not meet the asset derecognition requirements and which are recognised as assets for the same amount in the consolidated statement of financial position. The composition of gross debt is presented below.

(€ million) At 30 June 2023 At 31 December 2022
Financial debt 35,188 33,662
Derivative liabilities 1,431 308
Gross debt 36,619 33,970

The composition of gross debt is as follow:

(€ million) At 30 June 2023 At 31 December 2022
Notes 13,439 13,608
Borrowings from banks 4,628 3,991
Asset-backed financing 14,103 13,399
Payables represented by securities 1,576 1,173
Lease liabilities 547 533
Other financial debt 895 958
Derivative liabilities 1,431 308
Gross debt 36,619 33,970

The composition of gross debt by entity is as follows:

(€ million) At 30 June 2023 At 31 December 2022
Exor 4,228 4,233
CNH Industrial(a) 23,662 22,222
Iveco Group(a) 4,466 4,201
Ferrari 2,700 2,832
Lingotto Investment Management 1,060
Juventus 388 376
GEDI(b) 110 102
Shang Xia 5 4
Gross debt 36,619 33,970

(a) Net of intercompany with Iveco/ CNH Industrial.

(b) Net of intercompany with Exor N.V.

Cash flow

Exor depends largely on access to cash flows from investee companies in the form of distributions and, as part of its daily operations and in its ordinary course of business, uses available credit facilities to manage its cash flow needs. The following table sets out the Exor Group's cash flows and cash and cash equivalents positions for the periods indicated.

Six months ended 30 June
(€ million) 2023 2022
Cash and cash equivalents at the beginning of the period 11,577 7,905
Cash and cash equivalents at the beginning of the period included in Assets
held for sale
584
Total Cash and cash equivalents at the beginning of the period 11,577 8,489
Cash flow from operating activities: 1,560 670
- continuing operations 1,560 94
- discontinued operations 576
Cash flow used in investing activities (4,098) (2,894)
- continuing operations (4,100) (2,614)
- discontinued operations 2 (280)
Cash flow from (used in) financing activities 215 855
- continuing operations 237 865
- discontinued operations (22) (10)
Translation differences (178) 269
Net change in cash and cash equivalents (2,501) (1,100)
Cash and cash equivalents at the end of the period 9,076 7,389
Cash and cash equivalents at the end of the period included in Assets held
for sale
(10) (745)
Cash and cash equivalents at the end of the period 9,066 6,644

For the six months ended 30 June 2023 group companies generated positive cash flows from operating activities related to continuing operation for €1,560 million, while the cash flow in investing activities from continuing operation is a negative €4,100 million, mainly related to the investments in property, plant and equipment and intangible assets for €1,023 million and in subsidiaries and associates for €1,521 million and to other net changes in financial assets for €1,656 million.

For the six months ended 30 June 2023 net cash from financing activities related to continuing operations is positive €237 million, mainly related to the positive change in short term-debt and other financial assets/liabilities (€1,036 million), to the issue of new notes (€680 million), partially offset by repayment of notes and other long term debt net, for totally for €143 million, dividend distributed (€689 million) and Exor buyback (€246 million).

For the six months ended 30 June 2022 group companies generated positive cash flows from operating activities related to continuing operation for €94 million, while the cash flow in investing activities was a negative €2,614 million, mainly related to the investments in property, plant and equipment and intangible assets for €809 million, in subsidiaries and associates for €363 million and to other net changes in financial receivables for €1,750 million.

For the six months ended 30 June 2022 net cash from financing activities related to continuing operation was €865 million, mainly related to the positive change in short-term debt and other financial assets/liabilities (€1,796 million), issues of new notes (€457 million), partially offset by repayment of notes and other long-term for a total of €490 million, dividend distributed (€548 million) and Exor buyback (€100 million).

SUBSEQUENT EVENTS AND 2023 OUTLOOK

SUBSEQUENT EVENTS AND 2023 OUTLOOK

New partnership between Impala and Exor in TagEnergy

On 19 July 2023, Impala (the investment firm controlled by Jacques Veyrat and his family) and Exor announced a new partnership to further develop TagEnergy, a fast-growing company operating in the renewables and energy storage sectors.

To accelerate TagEnergy's future growth and support its experienced team and strong entrepreneurial culture, Impala and Exor have joined forces in a new joint holding company, TagHolding, which will become TagEnergy's largest single shareholder.

Investment in Philips

On 14 August 2023, Philips and Exor announced that they had entered into a relationship agreement, as a result of which Exor has increased its stake in Philips to 15%. Exor fully support Philips' leadership, their strategy and their view of the company's value creation potential.

The relationship agreement includes Exor's commitment to be a long-term minority investor and the right to propose one member to the Supervisory Board, as well as several customary conditions. While Exor does not plan to buy further Philips shares in the short term, over time Exor can, at its discretion, increase its participation to a maximum limit of 20% of Philips' outstanding ordinary share capital.

Completion of €500 million share buyback program and new share buyback program for up to €1 billion

During the first half of 2023 Exor purchased ordinary shares for a total invested amount of €246 million under the second and third tranche, completing on June 2023 the €500 million share buyback program announced in March 2022.

Exor's board has today approved a new share buyback program up to €1 billion to be completed in the next 12 months. The board believes that the current value of Exor provides an attractive opportunity to invest in its own Companies through buying back shares.

As part of this transaction, Exor will launch a reverse Dutch auction Tender Offer on 14 September 2023 for an aggregate consideration up to €750 million to qualifying shareholders. The Tender Offer allows to acquire shares in a short time frame and undertake an effective efficient share buyback.

Exor's controlling shareholder Giovanni Agnelli B.V. has provided an irrevocable undertaking to participate to the Tender Offer for an aggregate amount of €250 million, with the objective to reduce its net debt position.

Exor is planning to buy back the remaining amount after the Tender Offer through on-market purchases of ordinary shares on Euronext Amsterdam, including any part of the €750 million not taken up in the Tender Offer.

Exor plans to start the cancellation process of the purchased shares after the settlement of the tender offer.

2023 Outlook

Exor N.V. does not prepare budgets or business plans, nor does it publish forecast data or data on the basis of which it is possible to calculate forecast data.

Certain Exor operating subsidiaries and associates (Ferrari, Stellantis, CNH Industrial and Iveco Group) publish forecast data on their performance. Other operating subsidiaries (Juventus) publish information on the foreseeable outlook. Additional information is provided under "Review of performance of the main companies" in the Board Report.

The forecast data and information of the above mentioned operating companies and associates are drawn up autonomously and communicated by the respective companies and are not homogeneous. Quantitative forecast disclosures prepared by these operating companies and the type of information provided, as well as the underlying assumptions and calculation methods vary according to the accounting principles applicable to each subsidiary and the conventional application practices in the respective sector of reference.

Exor N.V. in fact, is a holding company without a specific business of reference, head of a diversified and non integrated group that operates in different segments and does not exercise direction and coordination activities over its subsidiaries, which operate in a completely independent manner.

Exor N.V. deems that the forecasted data and information of the subsidiaries and associates are not significant or suitable for the purposes of providing indications about the prospective economic trend of Exor N.V.'s operations, nor represent a forecast or estimate of the company's results. Therefore, in assessing Exor N.V.'s future prospects it is not possible to rely on the data and prospective information published by the aforesaid operating subsidiaries and associates.

13 September 2023

The Board of Directors

Nitin Nohria

John Elkann

Tiberto Ruy Brandolini D'Adda

Ginevra Elkann

Alessandro Nasi

Melissa Bethell

Marc Bolland

Laurence Debroux

Sandra Dembeck

Axel Dumas

Half-Year Condensed Consolidated Financial Statements at 30 June 2023

HALF-YEAR CONDENSED CONSOLIDATED INCOME STATEMENT (unaudited)

First Half
(€ million) Note 2023 2022
Net revenues 5 21,367 18,683
Cost of sales 6 (15,845) (14,427)
Selling, general and administrative expenses (1,732) (1,488)
Research and development costs (1,145) (989)
Other income (expenses), net 7 (197) (126)
Result from investments 13 1,707 1,228
Net financial expenses 8 (60) (205)
Profit (loss) before taxes 4,095 2,676
Tax expense 9 (608) (506)
Profit (loss) from continuing operations 3,487 2,170
Profit (loss) from discontinued operations, net of tax 3 (1,053)
Profit (loss) for the period 3,487 1,117
Profit (loss) attributable to:
Owners of the parent 2,157 265
Non-controlling interests 1,330 852
Profit (loss) from continuing operations attributable to:
Owners of the parent 2,157 1,322
Non-controlling interests 848
Earnings per share (in €) 10
Basic earnings per share 9.535 1.147
Diluted earnings per share 9.372 1.143
Earnings per share from continuing operations (in €) 10
Basic earnings per share 9.535 5.722
Diluted earnings per share 9.372 5.718

HALF-YEAR CONDENSED CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME (unaudited)

First Half
(€ million) 2023 2022
Profit (loss) for the period from continuing operations 3,487 2,170
Profit (loss) for the period from discontinued operations (1,053)
Profit (loss) for the period (A) 3,487 1,117
Items that will not be reclassified to the Consolidated Income Statement in
subsequent periods:
Gains (losses) on remeasurement of defined benefit plans (1)
Share of gains (losses) on remeasurement of defined benefit plans for equity
method investees
7 162
Gains (losses) on financial assets at fair value through other comprehensive
income
81 (259)
Gains (losses) on financial assets at fair value through other comprehensive
income for equity method investees
7 (1)
Related tax effect (1) (63)
Items relating to discontinued operations, net of tax
Total items that will not be reclassified to the Consolidated Income
Statement in subsequent periods, net of tax (B1)
94 (162)
Items that may be reclassified to the Consolidated Income Statement in
subsequent periods:
Gains (losses) on cash flow hedging instruments (27) 2
Foreign exchange translation gains (losses) (243) 902
Share of other comprehensive income (loss) of equity method investees (66) 445
Related tax effect (144) 3
Items relating to discontinued operations, net of tax 587
Total items that may be reclassified to the Consolidated Income Statement in
subsequent periods, net of tax (B2)
(480) 1,939
Total Other Comprehensive Income (Loss), net of tax (B)=(B1)+(B2) (386) 1,777
Total Comprehensive Income (A)+(B) 3,101 2,894
Total Comprehensive Income (Loss) attributable to:
Owners of the parent 1,964 1,533
Non-controlling interests 1,137 1,361
Total Comprehensive Income (Loss) attributable to owners of the parent:
Continuing operations 1,964 2,503
Discontinued operations (971)

HALF-YEAR CONDENSED CONSOLIDATED STATEMENT OF FINANCIAL POSITION (unaudited)

(€ million) Note At 30 June 2023 At 31 December 2022
Non current assets
Intangible assets 11 9,591 9,293
Property, plant and equipment 12 6,536 6,539
Investments and other financial assets 13 19,292 15,893
Leased assets 1,405 1,478
Deferred tax assets 1,362 1,258
Other non current assets 668 660
Total Non current assets 38,854 35,121
Current assets
Inventories 14 10,534 8,031
Trade receivables 929 749
Receivables from financing activities 15 25,700 23,606
Current tax receivables 190 170
Investments and other financial assets 13 2,758 3,234
Other current assets 1,361 1,209
Cash and cash equivalents 16 9,066 11,577
Total Current assets 50,538 48,576
Assets held for sale 115 2
Total Assets 89,507 83,699
Equity and Liabilities
Equity attributable to owners of the parent 17 22,197 20,627
Non-controlling interests 9,478 9,043
Total Equity 31,675 29,670
Liabilities
Provisions for employee benefits 1,071 1,305
Other provisions 19 4,480 4,045
Deferred tax liabilities 254 361
Financial debt and derivative liabilities 20 36,619 33,970
Trade payables 8,575 7,888
Tax liabilities 693 587
Other liabilities 21 6,072 5,872
Liabilities held for sale 67 1
Total Liabilities 57,832 54,029
Total Equity and Liabilities 89,507 83,699
First Half
(€ million) Note 2023 2022
Cash and cash equivalents at beginning of the period 11,577 7,905
Cash and cash equivalents at the beginning of the period included in Assets held for sale 584
Total Cash and cash equivalents at the beginning of the period 11,577 8,489
Cash flows from operating activities:
Profit (loss) from continuing operations 3,487 2,170
Amortisation and depreciation 958 893
Gains on disposal of non-current assets (11) (26)
Other non-cash items1 1,519 (1,063)
Dividends received 47 31
Change in provisions 314 (150)
Change in deferred taxes (227) (94)
Change in inventories, trade and other receivables and payables (4,527) (1,667)
Cash flows from operating activities – from continuing operations 1,560 94
Cash flows from operating activities – discontinued operations 576
Total 1,560 670
Cash flows used in investing activities:
Investments in property, plant and equipment and intangible assets (1,023) (809)
Investments in joint ventures, associates, unconsolidated subsidiaries and financial assets (1,521) (363)
Proceeds from disposal of investments, tangible, intangible and financial assets 81 350
Net change in financial assets (1,656) (1,750)
Other changes 19 (43)
Cash flows used in investing activities from continuing operations (4,100) (2,614)
Cash flows used in investing activities- discontinued operations 2 (280)
Total (4,098) (2,894)
Cash flows used in financing activities:
Issuance of notes 680 457
Repayment of notes (820) (533)
Proceeds of other long-term debt 1,483 647
Repayment of other long-term debt (806) (604)
Net change in short-term debt and other financial assets/liabilities 1,036 1,796
Exercise of stock options 4 1
Buyback of treasury shares (246) (100)
Dividends paid (689) (548)
Other changes (405) (251)
Cash flows used in financing activities from continuing operations 237 865
Cash flows used in financing activities – discontinued operations (22) (10)
Total 215 855
Translation exchange differences (178) 269
Total Change in Cash and cash Equivalents (2,501) (1,100)
Cash and cash equivalents at the end of the period 9,076 7,389
Less Cash and cash equivalents at the end of the period included in Assets held for sale (10) (745)
Cash and cash equivalents at the end of the period 9,066 6,644

HALF- YEAR CONDENSED CONSOLIDATED STATEMENT OF CASH FLOWS (unaudited)

  1. Mainly related to the share in the profit (loss) of the investments accounted by the equity method.

HALF-YEAR CONDENSED CONSOLIDATED STATEMENT OF CHANGES IN EQUITY (unaudited)

(€ million) Share
Capital
Treasury
Stock
Reserve
Other
reserves
Cash
flow
hedge
reserve
Currency
translation
differences
Financial
assets
measured
at
FVTOCI
Remeasure
-ment of
defined
benefit
plans
Cumulative
share of OCI
of equity
method
investments
Total
Owners
of the
parent
Non
controlling
interests
Total
At 1 January 2022 7 (298) 16,900 46 (108) 34 (75) 254 16,760 7,611 24,371
Share-based compensation 25 25 40 65
Buyback of treasury shares (100) (100) (100)
Capital increase by subsidiaries 7 7
Dividends (99) (99) (467) (566)
Total comprehensive income 265 794 (199) 1 672 1,533 1,361 2,894
Effect of the change in the
percentage ownership of
companies1
(7) 1 (2) (8) (21) (29)
Other changes (50) (50) (172) (222)
At 30 June 2022 7 (398) 17,034 46 687 (165) (74) 924 18,061 8,359 26,420
  1. Of which +€29 million relates to the Stellantis Group, -€3 million relates to the Ferrari Group, -€3 million to the CNH Industrial Group and -€15 million to Exor Seeds.
(€ million) Share
Capital
Treasury
Stock
Reserve
Other
reserves
Cash
flow
hedge
reserve
Currency
translation
differences
Financial
assets
measured
at
FVTOCI
Remeasure
-ment of
defined
benefit
plans
Cumulative
share of OCI
of equity
method
investments
Total
Owners
of the
parent
Non
controlling
interests
Total
At 1 January 2023 7 (553) 20,168 59 449 (258) (42) 796 20,627 9,043 29,670
Share-based compensation 45 45 47 92
Buyback of treasury shares (246) (246) (246)
Capital increase by subsidiaries
Dividends (99) (99) (608) (707)
Total comprehensive income 2,157 (10) (113) 97 (166) 1,964 1,137 3,101
Effect of the change in the
percentage ownership of
companies2
(116) (4) (8) (128) (284) (412)
Other changes 34 34 143 177
At 30 June 2023 7 (799) 22,189 49 332 (161) (42) 622 22,197 9,478 31,675
  1. Of which -€59 million relates to the Stellantis Group, -€42 million relates to the Ferrari Group, -€29 million to the CNH Industrial Group, +€1 million to Exor Seeds and, -€1 million relates to Iveco Group.

NOTES TO THE HALF-YEAR CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

1. General information on the activities of the Group

EXOR N.V. ("Exor" or the "Company" and together with its subsidiaries the "Exor Group" or the "Group"), was incorporated as a public limited company (naamloze vennootschap) under the laws of the Netherlands on 30 September 2015 and in 2016 became the holding company for the Exor Group following the cross-border merger with EXOR S.p.A. (the "Merger").

Exor is one of Europe's largest diversified holding companies and is controlled by Giovanni Agnelli B.V. which holds approximately 55.75% of its economic rights and 86.25% of its voting rights.

Exor and its subsidiaries operate through CNH Industrial N.V. and its subsidiaries ("CNH Industrial" or the "CNH Industrial Group") in agricultural and construction equipments, Iveco Group N.V. and its subsidiaries ("Iveco" or the "Iveco Group") in commercial vehicles, Ferrari N.V. and its subsidiaries ("Ferrari" or the "Ferrari Group") in luxury performance sports car, Juventus Football Club S.p.A. and its subsidiaries ("Juventus" or the "Juventus Group") in the professional football sector and GEDI Gruppo Editoriale S.p.A. and its subsidiaries ("GEDI" or the "GEDI Group") in the media sector.

2. Basis of preparation and significant accounting policies

Authorization of Half-Year Condensed Consolidated Financial Statements and compliance with International Financial Reporting Standards

The accompanying Half-Year condensed consolidated financial statements together with the notes thereto (the "Half-Year Condensed Consolidated Financial Statements") of Exor at 30 June 2023 were authorized for issuance on 13 September 2023 and have been prepared in accordance with the International Financial Reporting Standards ("IFRS") issued by the International Accounting Standards Board ("IASB") and as adopted by the European Union (EU-IFRS). The designation "IFRS" also includes International Accounting Standards ("IAS"), as well as all interpretations of the IFRS Interpretations Committee ("IFRIC").

The Half-Year Condensed Consolidated Financial Statements, which have been prepared in accordance with IAS 34 – Interim Financial Reporting, do not include all of the information and notes required for complete financial statements and should be read in conjunction with the audited annual consolidated financial statements at and for the year ended 31 December 2022 included within the 2022 Annual Report (the "Exor Consolidated Financial Statements at 31 December 2022"). The accounting policies are consistent with those used at 31 December 2022, except as described in the section "New standards and amendments effective from 1 January 2023" below.

Basis of preparation

The Half-Year Condensed Consolidated Financial Statements are prepared under the historical cost convention, except where the use of fair value is required for the measurement of certain financial assets and derivatives, as well as on the going concern assumption. Despite operating in a continuously difficult economic and financial environment, negatively impacted by the effects of the current macroeconomic and geopolitical issues, supply chain issues and global logistic constraints, energy and material availability and relevant price variability, the Group's assessment is that no material uncertainties (as defined in paragraph 25 of IAS 1 – Presentation of Financial Statements) exist about its ability to continue as a going concern, in view also of the measures already undertaken by Exor and its subsidiaries and associates to preserve cash, contain costs, preserve industrial and financial flexibility and a strong liquidity position.

The Group's presentation currency is the Euro, which is also the functional currency of the Company and, unless otherwise stated, information is presented in millions of Euro.

Certain totals in the tables included in the Half-Year Condensed Consolidated Financial Statements may not add due to rounding.

Format of the financial statements

The Group presents the income statement using a classification based on the function of expenses, rather than a presentation based on the nature of expenses, as it is more representative of the format used for internal reporting and management purposes and consistent with international practice.

The statement of cash flows is presented using the indirect method.

Use of accounting estimates and management's assumptions

The preparation of the Half-Year Condensed Consolidated Financial Statements requires management to make estimates and assumptions that affect the reported amounts of revenues, expenses, assets, liabilities and disclosure of contingent liabilities. Furthermore, certain valuation procedures, in particular those of a more complex nature, are only carried out in full during the preparation of the annual financial statements, when all the information required is available, other than in the event that there are indications of impairment when an immediate assessment is necessary. In the same way, the actuarial valuations that are required for the determination of employee benefit provisions are also usually carried out during the preparation of the annual financial statements. The recoverability of deferred tax assets is assessed quarterly using historical financial results and figures from budget and plans for subsequent years. Income taxes are recognized based upon the best estimate of the actual income tax rate expected for the full financial year.

Due to the currently unforeseeable global consequences of current macroeconomic and geopolitical issues, supply chain issues and global logistic constraints, energy and material availability and relevant price variability, these estimates and assumptions are subject to increased uncertainty. Actual results could differ materially from the estimates and assumptions used in preparation of the financial statements. If in the future such estimates and assumptions, which are based on management's best judgment at the date of the Half-Year Condensed Consolidated Financial Statements, deviate from the actual circumstances, the original estimates and assumptions will be modified as appropriate in the period in which the circumstances change.

These Half-Year Condensed Consolidated Financial Statements include all updates of estimates and assumptions considered necessary by management to fairly state the Group's results of operations, financial position and cash flows. See note 2 "Basis of preparation and significant accounting policies", paragraph "Use of estimates", in the Exor Consolidated Financial Statements at 31 December 2022 for a description of the significant estimates, judgments and assumptions at that date.

Exor Group is exposed to operational financial risks such as credit risk, liquidity risk and market risk, mainly relating to exchange rates and interest rates. These Half-Year Condensed Consolidated Financial Statements do not include all the information and notes about financial risk management required in the preparation of annual financial statements. Exor Group believes that the risks and uncertainties identified are in line with the main risks and uncertainties to which the Group is exposed and that were presented in the Consolidated Financial Statements at 31 December 2022. For a detailed description of this information, see the "Risk factor" section and Note 34 "Qualitative and quantitative Information on financial risks" of Exor Consolidated Financial Statements at 31 December 2022. Those risks and uncertainties should be read in conjunction with this Half-Year Report, including its notes and disclosures. Additional risks and uncertainties not currently known or that are currently judged to be immaterial may also materially affect the Group's business, financial condition or operating results.

New standards and amendments effective from 1 January 2023

The following amendments and interpretations, which were effective from 1 January 2023, were adopted by the Group. The adoption of these amendments had no material impact on the Half-Year Condensed Consolidated Financial Statements.

Amendments to IAS 1 – Presentation of Financial Statements and IFRS Practice Statement 2

On 12 February 2021 the IASB issued the Amendments to IAS 1 Presentation of Financial Statements and IFRS Practice Statement 2: Disclosure of Accounting policies, requiring companies to disclose the material accounting policy information rather than the significant accounting policies. Furthermore, the amendments to IFRS Practice Statement 2 provide guidance on how to apply the concept of materiality to accounting policy disclosures. The amendments are effective retrospectively from 1 January 2023. These amendments had no impact on these Half-Year Condensed Consolidated Financial Statements. The Group intends to apply these amendments in the future periods if they become applicable.

Amendments to IAS 8 – Accounting policies, Changes in Accounting Estimates and Errors:

On 12 February 2021 the IASB issued the Amendments to IAS 8 – Accounting policies, Changes in Accounting Estimates and Errors: Definition of Accounting Estimates. The amendments clarify how to distinguish changes in accounting policies (generally also applied retrospectively to past transactions and other past events) from changes in accounting estimates (applied prospectively only to future transactions and other future events). The amendments are effective retrospectively from 1 January 2023. The amendments had no impact on these Half-Year Condensed Consolidated Financial Statements. The Group intends to apply these amendments in the future periods if they become applicable.

Deferred Tax related to Assets and Liabilities arising from a Single Transaction (Amendments to IAS 12)

On 7 May 2021 the IASB issued Deferred Tax related to Assets and Liabilities arising from a Single Transaction (Amendments to IAS 12), which specifies how companies should account for deferred tax on transactions such as leases and decommissioning obligations. The amendments clarify that no exemption applies on such transactions and that companies are required to recognize deferred tax when they recognize the related assets or liabilities for the first time. The amendments are effective for annual reporting periods beginning on or after 1 January 2023. These amendments had no impact on these Half-Year Condensed Consolidated Financial Statements. We are currently evaluating the impact, if any, of adoption to our Consolidated Financial Statements.

Accounting standards, amendments and interpretations not yet applicable and not yet adopted by the Group

At the date of these Half-Year Condensed Consolidated Financial Statements, the European Union had completed its endorsement process for the amendments and improvements reported below.

The Group is currently evaluating the impact of the adoption of these amendments on its Consolidated Financial Statements or disclosures:

  • On 31 October 2022 the IASB has published "Non-current Liabilities with Covenants" Amendments to IAS 1 Presentation of Financial Statements, to clarify how conditions with which an entity must comply within twelve months after the reporting periods, affect the classification of a liability. The amendments are effective for reporting periods beginning on or after 1 January 2024.
  • In January 2020, the IASB issued the amendments to IAS 1, to clarify its requirements for classifying a liability as non-current in the statement of financial position. The amendments are effective for annual reporting periods beginning on or after 1 January 2024.
  • On 22 September 2022, the IASB issued Lease Liabilities in a Sale and Leaseback (Amendments to IFRS 16), with amendments that clarify how a seller-lessee subsequently measures sale and leaseback transactions that satisfy the requirements in IFRS 15 to be accounted for as a sale. The amendments are effective for annual reporting periods beginning on or after 1 January 2024.

Furthermore, at the date of these Half-Year Condensed Consolidated Financial Statements, the European Union has not yet completed its endorsement process for these amendments and new sustainability standards:

  • On 23 May 2023, the IASB issued "International Tax Reform Pillar Two Model Rules Amendments to IAS 12 Income Taxes", introducing a mandatory temporary exception to the accounting for deferred taxes arising from the jurisdictional implementation of the Pillar Two model rules and disclosure requirements. The mandatory exception, the use of which is required to be disclosed, applies immediately. The remaining disclosure requirements apply for annual reporting periods on or after 1 January 2023, but for any interim periods ending on or before 31 December 2023.
  • On 25 May 2023, the IASB issued "Amendment to IAS 7 Statement of Cash Flows and IFRS 7 Financial Instruments: Disclosure Supplier Finance Arrangements", requiring an entity to provide information about the impact of supplier finance arrangements on liabilities and cash flows, including terms and conditions of those arrangements, quantitative information on liabilities related to those arrangements as at the beginning and end of the reporting period and the type and effect of non-cash changes in the carrying amounts of those arrangements. The amendments will be effective for annual reporting periods beginning on or after 1 January 2024.

– On 26 June 2023, the IASB issued IFRS S1 – General Requirements for Disclosure of Sustainability-related Financial Information and IFRS S2 – Climate-related Disclosures. These sustainability standards provide respectively, a set of sustainability-related financial information that is useful to investors regarding the sustainability-related risks and opportunities over the short, medium and long term and specific climate-related disclosures objectives and requirements. These standards will be effective for annual reporting periods beginning on or after 1 January 2024. On 25 July 2023, the International Organization of Securities Commissions (IOSCO) announced its endorsement of these Standards.

Consolidation of foreign entities

The principal exchange rates used to translate other currencies into Euro are as follows:

H1 2023 At 31 December H1 2022
Average At 30 June 2022 Average At 30 June
U.S. dollar 1.081 1.087 1.067 1.093 1.039
Brazilian real 5.482 5.262 5.568 5.556 5.484
Chinese renminbi 7.484 7.898 7.358 7.082 6.962
Polish zloty 4.627 4.450 4.690 4.635 4.681
Argentinian peso(1) 278.876 278.876 188.906 130.056 130.056
British pound 0.877 0.858 0.887 0.842 0.858
Swiss franc 0.986 0.979 0.985 1.032 0.996
Canadian dollar 1.457 1.442 1.444 1.390 1.343
Hong Kong dollar 8.471 8.516 8.316 8.556 8.149
Danish krone 7.446 7.447 7.437 7.440 7.439
Singapore dollar 1.444 1.473 1.430 1.492 1.448
Australian dollar 1.599 1.640 1.569 1.520 1.510
Japanese yen 145.615 157.160 140.660 134.410 141.540
Czech koruna 23.682 23.742 24.116 24.648 24.739
Turkish lira(2) 28.179 28.179 19.953 17.386 17.386

(1) From 1 July 2018, Argentina's economy was considered to be hyperinflationary. From that date, transactions for entities with the Argentine peso as the functional currency were translated using the closing spot rate.

(2) Starting from 2022, Turkey's economy was considered to be hyperinflationary. With effect from 1 January 2022, transactions for entities with the Turkish lira as the functional currency were translated using the closing spot rate.

Seasonality of the business

The activities of Juventus are affected by the highly seasonal nature of their businesses. In particular the financial year of Juventus does not coincide with the calendar year but covers the period 1 July – 30 June, which corresponds to the football season. Economic performance is characterized by the highly seasonal nature typical of the sector, determined mainly by the calendar of football events (to which the main revenue items are related and recognized in the income statement) and by the phases of the players' Transfer Campaign, carried out during the first phase (usually in July and August but in September and October in this year due to the Covid-19 pandemic) and the second phase in January, which can result in significant economic and financial effects at the beginning and during the course of the season. The main cost items not referable to individual football events (such as players' wages and amortization relative to registration rights) are instead recorded in the income statement on a straight-line basis.

In addition, the Profit (loss) from discontinued operations of the first six months of 2022 included the result of PartnerRe Group, whose activity was exposed to seasonal low frequency and high severity risk events and to changes in interest rates and credit spreads, which result from fluctuations in general economic and financial market conditions.

3. Scope of consolidation

The consolidated financial statements include the companies over which Exor exercises control, and from which, directly or indirectly, Exor is able to derive benefit by virtue of its power to govern their corporate financial and operating policies. The companies/groups included in the scope of consolidation at 30 June 2023 are the following:

% Ownership
Company/Group Country Group Non-controlling
interest
Operating subsidiaries / Segment entities
CNH Industrial N.V. the Netherlands 27.50 72.50
Ferrari N.V. the Netherlands 24.51 75.49
Iveco Group N.V. the Netherlands 27.25 72.75
Juventus Football Club S.p.A. Italy 63.77 36.23
GEDI Gruppo Editoriale S.p.A. Italy 89.62 10.38
Exor Seeds L.P. USA 87.92 12.08
Exor Ventures L.P. USA 100.00
Shang Xia Trading Co. Ltd(a) People's Rep.of China 82.30 17.70
Lingotto Investment Management LLP(b) United Kingdom 100.00
Other Exor entities
Exor Nederland N.V. the Netherlands 100.00
Exor S.A. Luxembourg 100.00
Exor Investments Limited United Kingdom 100.00
Exor SN LLC USA 100.00
Ancom USA Inc. USA 100.00

(a) Owned through the holding company Full More Group (Hong Kong).

(b) Owned through the holding company Lingotto Investments Management (UK) Limited.

Changes in the Scope of Consolidation

2023 Change in scope of consolidation

Acquisition of Augmenta Holding SAS

On 13 March 2023, CNH Industrial purchased Augmenta Holding SAS ("Augmenta"). CNH Industrial acquired the remaining 89.5% of Augmenta it did not own, for cash consideration of approximately \$79 million and deferred payment of \$10 million. At 31 March 2023, CNH Industrial recorded preliminary estimates for the fair value of assets acquired and liabilities assumed as of the acquisition date including \$76 million and \$35 million in preliminary goodwill and intangible assets, respectively. Measurement period adjustments were made in the second quarter of 2023, reducing goodwill by \$15 million and increasing other intangibles by \$15 million. The goodwill is not deductible for tax purposes. The valuation of assets acquired, and liabilities assumed were not finalized as of 30 June 2023.

Acquisition of Bennamann LTD

In 15 March 2023, CNH Industrial acquired a controlling interest in Bennamann LTD ("Bennamann") (ownership interest of 50.0085%) by purchasing an additional 34.4% interest through cash consideration of approximately \$51 million. At 31 March 2023, CNH Industrial recorded preliminary estimates for the fair value of assets acquired and liabilities assumed as of the acquisition date, including \$118 million and \$46 million in preliminary goodwill and intangible assets, respectively. Measurement period adjustments were made in the second quarter of 2023, reducing goodwill by \$11 million and increasing other intangibles by \$11 million. The goodwill is not deductible for tax purposes. The valuation of assets acquired and liabilities assumed was not finalized as of 30 June 2023. Additionally, Bennamann's post-acquisition results were not material.

Acquisition of MIRA UGV

In the first quarter of 2023, Iveco Defense Vehicles, the brand of Iveco Group specialised in defence and civil protection equipment, acquired a controlling stake in MIRA UGV, the Uncrewed Ground Vehicle division of HORIBA MIRA, a global provider of automotive engineering, research and test services, headquartered in the U.K., for a total consideration of £41.5 million (approximately €47 million). The initial accounting for this business combination is still in progress and not finalized as of 30 June 2023, as such, in compliance with IFRS 3, Iveco Group reported in its financial statements some provisional amounts, including the recognition of a preliminary goodwill of €25 million.

Consolidation of the funds managed by Lingotto

In 2023, following the implementation of the asset management activities, certain funds managed by Lingotto have been consolidated on a line-by-line basis beginning 1 January 2023, with an increase of the financial assets and the financial liabilities of €829 million related to the investments made by third parties, with no effects on net equity.

2022 Change in scope of consolidation

Acquisition of Specialty Enterprises LLC

On 16 May 2022, CNH Industrial acquired Specialty Enterprises LLC, a manufacturer of agricultural spray booms and sprayer boom accessories. Total consideration was approximately \$50 million. The results of Specialty Enterprises have been included in CNH Industrial's Agriculture segment.

2022 Investments held for sale and Discontinued operations

PartnerRe Group

On 16 December 2021 Exor and Covéa signed a Definitive Agreement for the sale of PartnerRe, the global reinsurer wholly-owned by Exor. Subject to obtaining approvals from the applicable regulatory and competition authorities, it was expected that the transaction would be completed in mid-2022.

At 31 December 2021, the sale within the next twelve months became highly probable and PartnerRe Group operations met the criteria to be classified as a disposal group held for sale. It also met the criteria to be classified as a discontinued operation pursuant to IFRS 5 – Non-current Assets Held for Sale and Discontinued Operations.

At 30 June 2022, PartnerRe is still a subsidiary of Exor (disposal executed on 12 July 2022) and therefore the presentation of the PartnerRe Group is as follows:

  • The net results of PartnerRe are excluded from the Group's continuing operations and are presented net of taxes as a single line item within the Consolidated Income Statement for the six months ended 30 June 2022. In order to present the financial effects of a discontinued operation, revenues and expenses arising from intercompany transactions are eliminated except for those revenues and expenses that are considered to continue after the disposal of the discontinued operation. However, no profit or loss impact is recognized for intercompany transactions.
  • Cash flows arising from PartnerRe are presented separately as discontinued cash flows from operating, investing and financing activities within the Consolidated Statements of Cash Flows for the six months ended 30 June 2022. These cash flows represent those arising from transactions with third parties.

The following table set out the results of the discontinued operations.

First Half
(€ million) 2023 2022
PartnerRe
Net revenues 1,863
Expenses (2,863)
Other income (expenses) and Result of investments (39)
Net financial expenses (14)
Profit (loss) before taxes from discontinued operations (1,053)
Tax expense (2)
Adjustments 2
Total (1,053)
Profit (loss) from discontinued operation, net of tax (1,053)

4. Segment reporting

Reportable segments reflect the operating segments of the Group that are regularly reviewed by the Chief Executive Officer, who is the Chief Operating Decision Maker ("CODM"), as defined under IFRS 8 – Operating Segments, for making strategic decisions and allocating resources and assessing performance, and that exceed the quantitative threshold provided in IFRS 8, or the disclosure of which is considered useful for the users of the financial statements.

The Exor Group reportable segments coincide with the consolidated data of its principal investments, each of which represents an investment in a major business segment: Stellantis, CNH Industrial, Iveco Group, Ferrari, Juventus and GEDI. The column "Other and adjustments" includes unallocated income and expenses, share of profit in equity investments of EXOR N.V., expenses related to corporate activities and finance income and expense of EXOR N.V. and other Exor entities which are not included within the reportable segments as well as assets and liabilities of the Holdings System entities.

The following tables summarize selected financial information by reporting segment for the six-months ended 30 June 2023 and 2022. Data presented are prepared by each subsidiary for the Exor consolidation process and may differ from data published by each subsidiary in its financial report.

(€ million) Revenues from
external customers
Revenues from
other operating
segments
Net revenues Profit (loss) from
continuing
operation
Profit (loss)
attributable to
owner of the
parent(1)
I HALF 2023
Stellantis 1,571 1,571
CNH Industrial 10,654 295 10,949 1,067 291
Iveco Group 6,860 719 7,579 160 43
Ferrari 2,882 21 2,903 631 154
Juventus 208 23 231 (81) (51)
GEDI 236 1 237 (37) (32)
Other and adjustments(2) 41 (573) (532) 176 181
Consolidated data 20,881 486 21,367 3,487 2,157
I HALF2022
Stellantis 1,133 1,133
CNH Industrial 9,589 203 9,792 723 189
Iveco Group 5,760 659 6,419 21 4
Ferrari 2,437 40 2,477 490 118
Juventus 197 22 219 (132) (84)
GEDI 237 1 238 (22) (19)
Other and adjustments(2) 25 (487) (462) (43) (1,076)
Consolidated data 18,246 439 18,683 2,170 265

(1) Exor share of the result or equity attributable to the owners of the parent of each segment entity.

(2) The item includes the consolidation adjustments and data of Exor and entities of the Holdings System, as well as the result from discontinued operations

(€ million) Cash and cash
equivalents
Total Assets Total financial debt
and derivative
liabilities(3)
Total equity Issued capital and
reserves
attributable to
owners of the
parent(1)
At 30 June 2023
Stellantis 11,652 11,652 11,652
CNH Industrial 3,612 39,787 23,764 7,471 1,987
Iveco Group 1,691 16,801 4,698 2,476 665
Ferrari 1,110 7,950 2,700 2,732 668
Juventus 49 840 389 55 35
GEDI 10 713 255 157 134
Other and adjustments(2) 2,594 11,764 4,813 7,132 7,056
Consolidated data 9,066 89,507 36,619 31,675 22,197
At 31 December 2022
Stellantis 10,885 10,885 10,885
CNH Industrial 4,809 37,526 22,368 7,041 1,873
Iveco Group 2,288 16,013 4,479 2,391 642
Ferrari 1,389 7,766 2,832 2,602 633
Juventus 43 937 376 135 87
GEDI 18 708 209 194 167
Other and adjustments(2) 3,030 9,864 3,706 6,422 6,340
Consolidated data 11,577 83,699 33,970 29,670 20,627

(1) Exor share of the result or equity attributable to the owners of the parent of each segment entity.

(2) The item includes the consolidation adjustments and data of Exor and entities of the Holdings System, as well as the result from discontinued operations

(3) Corresponding to the item gross debt in the Board Report.

5. Net revenues

Net revenues for the six months ended 30 June 2023 and 2022 are as follows:

Six months ended 30 June
(€ million) 2023 2022
Revenues from sales of goods and services 20,540 18,006
Interest income of financial services activities 606 413
Other 221 264
Total net revenues 21,367 18,683

6. Cost of sales

Cost of sales for the six months ended 30 June 2023 and 2022 are as follows:

Six months ended 30 June
(€ million) 2023 2022
Cost of goods 15,317 14,175
Interest cost and other financial expenses from financial services companies 528 252
Total cost of sales 15,845 14,427

In the six months ended 30 June 2022, cost of sales included €88 million related to the write-down and allowances of certain assets in connection with the operations in Russia and Ukraine, of which €45 million charged by CNH Industrial and €43 million by Iveco Group.

7. Other income (expense), net

This line of the income statement consists of miscellaneous items which cannot be allocated to specific functional areas, such as accruals for various provisions not attributable to other items of Cost of sales or Selling, general and administrative costs, net of income arising from operations which is not attributable to the Sale of goods and services. In the half-year ended 30 June 2023, Other net expenses amount to €197 million (€126 million for the half-year ended 30 June 2022).

In the first half of 2023 the items related to CNH Industrial Group amount to €49 million and mainly include €2 million of restructuring costs, a loss of €21 million on the sale of CNH Industrial Russia and CNH Capital Russia, a gain of €12 million in relation to the fair value remeasurement of previously held investments in Augmenta and Bennamann and other expenses which cannot be allocated. In the first half of 2022 the items amounted to €43 million and included €7 million of restructuring costs, and €7 million of loss on the sale of Raven Engineered Films net of income from the Raven businesses held for sale during the period and other expenses which cannot be allocated.

In the first half of 2023 the items related to Iveco Group amount to €118 million and included the negative impact of €43 million from the acquisition of full ownership of Nikola Iveco Europe GmbH. In the six months ended 30 June 2022, this item included €14 million related to the first time adoption of hyperinflation accounting in Turkey, in accordance with IAS 29 – Financial reporting in hyperinflationary economies, effective from 1 January 2022. In all periods, this item also included legal costs, indirect taxes, and separation costs related to the spin-off of the Iveco Group business.

8. Net financial expenses

Net financial expenses for the six months ended 30 June 2023 and 2022 are as follows:

Six months ended 30 June
(€ million) 2023 2022
Financial Income:
Interest and other financial income 203 38
Financial services income 606 413
Total financial income 809 451
Related to:
Industrial companies (A) 203 38
Financial services companies (reported within net revenues) 606 413
Financial Expenses:
Interest expenses and other financial expenses (768) (407)
Write-downs and losses on financial assets and securities (29) (64)
Net interest expenses on employee benefits provisions (16) (5)
Total interest and other financial expenses (813) (476)
Net expenses from derivative financial instruments and exchange rate differences 22 (19)
Total financial expenses (791) (495)
Related to:
Industrial companies (B) (263) (243)
Financial services companies (reported within cost of revenues) (528) (252)
Net financial expenses relating to industrial companies (A+B) (60) (205)

9. Tax expense

Tax expense for the six months ended 30 June 2023 and 2022 is as follows:

Six months ended 30 June
(€ million) 2023 2022
Current tax expense 842 560
Deferred tax (benefit) expense (244) (93)
Tax (benefit) expense relating to prior periods 10 39
Total tax expense 608 506

10. Earnings per share

The following table summarises the composition of earnings per share:

Six months ended 30 June
2023 2022
Average number of ordinary shares outstanding 229,732,207 231,027,146
Profit (loss) attributable to owners of the parent € million 2,157 265
basic earnings per share 9.535 1.147
diluted earnings per share 9.372 1.143
Profit (loss) from continuing operations attributable to owners of the
parent
€ million 2,157 1,322
basic earnings per share 9.535 5.722
diluted earnings per share 9.372 5.718
Profit from discontinued operations attributable to owners of the parent € million (1,057)
basic earnings per share (4.575)
diluted earnings per share (4.579)

In order to calculate the diluted earnings per share, the profit attributable to owners of the parent was adjusted to take into account the dilutive effects arising from the theoretical exercise of the stock option plans granted by the subsidiaries using their own equity instruments.

11. Intangible assets

The analysis of goodwill by segment is as follows:

(€ million) At 30 June 2023 At 31 December 2022
Goodwill
Agricultural 3,080 2,980
Construction 42 43
Financial Services 106 108
CNH Industrial 3,228 3,131
Commercial and Specialty Vehicles 76 53
Powertrain 5 4
Financial Services 12 12
Iveco Group 93 69
Ferrari 785 785
Shang Xia 29 29
Juventus 2 2
GEDI 33 9
Other 19 19
Total goodwill 4,189 4,044
Other intangible assets 5,402 5,248
Total Intangible assets 9,591 9,293

Goodwill and intangible assets with indefinite useful lives are tested for impairment annually or more frequently if a triggering event occurs and impairment indicators are identified. Exor and its subsidiaries performed their most recent annual impairment review at 31 December 2022 and concluded there was no impairment loss. During the six months ended 30 June 2023, no impairment indicators were identified.

The acquisitions of Augmenta Holding SAS and Bennamann LTD, by the CNH Industrial Group during the first quarter of 2023, led to an increase in goodwill for Agriculture of €70 million and €109 million, respectively, and to an increase in other intangible assets for €75 million. Goodwill related to the acquisition was calculated as the excess of the consideration transferred over the net assets recognized and represents the future economic benefits arising from the other assets acquired that could not be individually identified and separately recognized.

During the second quarter of 2023, measurement period adjustments were recorded reducing goodwill by €14 million and €10 million for Augmenta and Bennamann, respectively, with an offsetting increase to intangible assets by €24 million. The valuations of assets acquired and liabilities assumed have not yet been finalized as of 30 June 2023. Thus, goodwill and other intangible assets associated with the acquisitions are subject to adjustment during the measurement period.

12. Property, plant and equipment

(€ million) At 30 June 2023 At 31 December 2022
Other tangible assets 5,993 6,009
Right-of-use assets 543 530
Total Property, plant and equipment 6,536 6,539

13. Investments and other financial assets

Investments and other financial assets at 30 June 2023 and 31 December 2022 are as follows:

At 30 June 2023 At 31 December 2022
(€ million) Non current Current Non Current Current
Equity method investments 13,673 12,841
Equity investments at FVTOCI 1,827 1,032
Investments funds managed by Lingotto(1) 2,698 1,185
Reinsurance vehicles 692 622
Debt securities and investments funds 278 1,732 112 2,329
Ventures 592 550
Derivative assets 313 308
Financial receivables 25 47 20 48
Other 99 74 81
Total investments and other financial assets 19,292 2,758 15,893 3,235

(1) The amount at 30 June 2023 includes investments made by Exor (€1,637 million) and by third parties (€1,061 million).

Equity method investments at 30 June 2023 are as follows:

€ million At 31
December
2022
Impairment
loss
Revaluations/
(Write-downs)
Acquisition
and
capitalizations
Fair value
remeasure
ments
Translation
differences
Change in
scope of
consolidation
Disposals
and other
changes
At 30 June
2023
Investments in
joint ventures
248 77 3 (18) 15 (46) 279
Investments in
associates
12,593 (11) 1,630 7 (89) (18) (718) 13,394
Equity method
investments
12,841 (11) 1,707 3 7 (107) (3) (764) 13,673

Results from equity method investments amount to €1,707 million for the six months ended 30 June 2023 and are mainly related to Exor's share of Stellantis (€1,571 million).

Investments in associates

Investments in associates at 30 June 2023 and 31 December 2022 are as follows:

(€ million, except percentages) At 30 June 2023 At 31 December 2022
Investments in associates
Stellantis 14.42 % 11,652 10,885
Christian Louboutin 24.00 % 590 581
The Economist Group 43.40 % 318 300
CNH Capital Europe 49.90 % 219 208
Welltec 47.62 % 130 104
Institut Mérieux 3.57 % 277 278
Lifenet 44.67 % 68 68
Casavo Group 18.64 % 40 56
Other 101 113
Total Investments in associates 13,394 12,593

Investments at FVTOCI

Investments at FVTOCI include:

  • The fair value for €544 million of the 27,474,868 Philips ordinary shares purchased in the first six months of 2023, for €511 million. In the first half of 2023 Exor recorded in Other comprehensive income a pre-tax gain of €33 million.
  • The fair value of the Via Transportation shares for a total of €523 million. In the first half of 2023 Exor increased the investment for €46 million.
  • The fair value of the 7,653,004 Forvia (previously Faurecia) ordinary shares received in 2021 from Stellantis for a total of €215 million, as part of the merger agreement. In the first half of 2023 Exor recorded in Other comprehensive income a pre-tax gain of €74 million.
  • The fair value of 5 million shares (€14 million) held by Iveco Group in Nikola Corporation ("Nikola"). At 31 December 2022, this item also included 20.6 million Nikola shares which are expected to be paid to Nikola in the second half of 2023 at the completion of certain specific conditions, as per the binding terms sheet entered between Iveco Group and Nikola in May 2023. At 30 June 2023, these 20.6 million Nikola shares are included in the item "Other". In the six months ended 30 June 2023, a pre- and after-tax loss of €23 million (a pre- and after-tax loss of €106 million in the six months ended 30 June 2022) was recorded in Other comprehensive income from the remeasurement at fair value of the investment in Nikola.

Debt securities and investments funds

Debt securities primarily relate to bonds which are issued by leading counterparties and listed on active markets as well as mutual funds and other non-current securities.

Debt securities and investments funds at 30 June 2023 and 31 December 2022 are as follows:

(€ million) At 30 June 2023 At 31 December 2022
Debt securities at FVTPL 171 57
Debt securities at amortised cost 383 349
Investment property fund 24 24
Investments funds at FVTPL 1,432 2,011
Total Debt securities and investments funds 2,010 2,441

The cash received from the disposal of the investments in PartnerRe was allocated to selected investment funds represented by cash instruments with an average duration below 12 months.

Investments funds managed by Lingotto

In 2023, following the implementation of the asset management activities, certain funds managed by Lingotto have been consolidated on a line-by-line basis beginning 1 January 2023, with an increase of the financial assets and the financial liabilities of €829 million related to the investments made by third parties, with no effects on net equity. The amount at 30 June 2023 includes the investments held by Exor (€1,637 million) and by third parties (€1,061 million).

In the first half of 2023, the subscriptions by the investors and the net positive fair value adjustments amount to €625 million (Exor quota €400 million) and €62 million (Exor quota €52 million), respectively.

14. Inventories

Inventories at 30 June 2023 and 31 December 2022 are as follows:

(€ million) At 30 June 2023 At 31 December 2022
Raw materials 2,827 2,668
Work-in progress 1,393 920
Finished goods 6,314 4,443
Total inventories 10,534 8,031

At 30 June 2023, Inventories included assets of CNH Industrial and Iveco Group which are no longer subject to operating lease arrangements or buy-back commitments and were held for sale for a total amount of €9 million and €16 million, respectively (at 31 December 2022 €12 million and €11 million, respectively).

15. Receivables from financing activities

Receivables from financing activities at 30 June 2023 and 31 December 2022 are as follows:

(€ million) At 30 June 2023 At 31 December 2022
Retail
Retail financing 12,223 11,678
Finance leases 547 562
Total Retail 12,770 12,240
Wholesale
Dealer financing 12,874 11,324
Total Wholesale 12,874 11,324
Other 56 42
Total receivables from financing activities 25,700 23,606

The detail of the receivables from financing activities is as follows:

(€ million) At 30 June 2023 At 31 December 2022
CNH Industrial 19,861 18,108
Iveco Group 4,408 4,092
Ferrari 1,431 1,406
Total receivables from financing activities 25,700 23,606

Receivables from financing activities mainly refer to CNH Industrial and Iveco Group, which account for credit risk by appropriately providing for expected credit losses on a timely basis.

CNH Industrial and Iveco Group provide and administer financing for retail purchases of new and used equipment and vehicles sold through their dealer networks. The terms of retail and other notes and finance leases generally range from two to six years, and interest rates on retail and other notes and finance leases vary depending on prevailing market interest rates and certain incentive programs offered by Industrial Activities.

Wholesale receivables arise primarily from the sale of goods to dealers and distributors and, to a lesser extent, the financing of dealer operations.

Under the standard terms of the wholesale receivable agreements, these receivables typically have "interest-free" periods of up to twelve months and stated original maturities of up to twenty-four months, with repayment accelerated upon the sale of the underlying equipment by the dealer.

Financing receivables are considered past due if the required principal and interest payments have not yet been received as of the contractual payment due date. Delinquency is reported in financing receivables greater than 30 days past due. Non-performing financing receivables represent loans for which CNH Industrial and Iveco Group have ceased accruing finance income. These receivables are generally 90 days delinquent. Finance income for non-performing receivables is recognized on a cash basis. Accrued interest is charged-off to Interest income. Interest income charged-off was not material for the six months ended 30 June 2023 and 2022. Accrual of finance income is resumed when the receivable becomes contractually current and collections are reasonably assured. Previously suspended income is recognized at that time.

CNH Industrial

The ageing of Receivables from financing activities of CNH Industrial at 30 June 2023 and 31 December 2022 is as follows:

At 30 June 2023
(€ million) Total current 31-60 Days
Past Due
61-90 Days
Past Due
Total
Performing
Non
Performing
Total
Retail
North America 6,873 29 8 6,911 2 6,912
Europe, Middle East, Africa 6 6 10 17
South America 3,084 97 1 3,181 24 3,205
Asia Pacific 1,124 6 7 1,137 4 1,141
Total Retail 11,087 133 17 11,236 40 11,276
Wholesale
North America 4,071 4,071 4,071
Europe, Middle East, Africa 2,662 10 2,673 2,673
South America 1,232 1 1,233 1,233
Asia Pacific 572 572 572
Total Wholesale 8,539 11 8,549 8,549
Other 36
Total CNH Industrial 19,861
At 31 December 2022
(€ million) Total current 31-60 Days
Past Due
61-90 Days
Past Due
Total
Performing
Non
Performing
Total
Retail
North America 6,874 39 11 6,925 6,925
South America 2,564 11 2,576 4 2,579
Asia Pacific 1,249 8 8 1,264 2 1,266
Europe, Middle East, Africa 3 3 10 13
Total Retail 10,690 58 19 10,767 16 10,783
Wholesale
North America 3,167 3,167 3,167
South America 1,328 1,328 1,328
Asia Pacific 463 463 463
Europe, Middle East, Africa 2,333 7 2 2,341 2,341
Total Wholesale 7,290 7 2 7,299 7,299
Other 26
Total CNH Industrial 18,108

Iveco Group

The ageing of Receivables from financing activities of Iveco Group at 30 June 2023 and 31 December 2022 is as follows:

At 30 June 2023
(€ million) Total
current
31-60 Days
Past Due
61-90 Days
Past Due
Total
Performing
Non
Performing
Total Allowance Total net
allowance
Total Retail 93 2 95 24 119 (45) 74
Total Wholesale 4,359 21 1 4,381 56 4,437 (120) 4,317
Other 17 17
Total Iveco Group 4,573 (165) 4,408
At 31 December 2022
(€ million) Total
current
31-60 Days
Past Due
61-90 Days
Past Due
Total
Performing
Non
Performing
Total Allowance Total net
allowance
Total Retail 102 1 103 26 129 (62) 67
Total Wholesale 4,063 7 5 4,075 60 4,135 (120) 4,015
Other 10 10
Total Iveco Group 4,274 (182) 4,092

CNH Industrial and Iveco Group utilize three categories for receivables from financing activities that reflect their credit risk and how the loss allowance is determined.

Internal risk grade IFRS 9
classification
Definition Basis for recognition of
expected credit loss
provision
Performing Stage 1 Low risk of default; payments are generally less
than 30 days past due
12 month expected credit
losses
Performing Stage 2 Significant increase in credit risk; payments
generally between 31 and 90 days past due
Lifetime expected credit losses
Non-performing Stage 3 Accounts are credit impaired and/or a legal action
has been initiated; payments generally greater
than 90 days past due
Lifetime expected credit losses

Charge-off of principal amounts of receivables outstanding are deducted from the allowance at the point when it is estimated that amounts due are deemed uncollectible. CNH Industrial and Iveco Group continue to engage in collection efforts to attempt to recover the receivables. When recoveries are collected, these are recognized as income.

Allowance for Credit Losses

CNH Industrial and Iveco Group segregated their allowance for credit losses into two portfolio segments: retail and wholesale. A portfolio segment is the level at which such companies develop a systematic methodology for determining their allowance for credit losses. Further, CNH Industrial evaluates its retail and wholesale portfolio segments by class of receivable: North America, Europe, Middle East, Africa, South America and Asia Pacific regions. Typically, CNH Industrial's receivables within a geographic region have similar risk profiles and methods for assessing and monitoring risk. These classes align with management reporting.

These companies account for their credit risk by appropriately providing for expected credit losses on a timely basis. In calculating the expected credit loss rates, CNH Industrial and Iveco Group consider historical loss rates for each category of customers and adjusts for forward looking macroeconomic data. The calculations depend also on whether the receivable has been individually identified as being impaired. The first component of the allowance for credit losses covers the receivables specifically reviewed by management for which companies have determined it is probable that it will not collect all of the contractual principal and interest. Receivables are individually reviewed for impairment based on, among other items, amounts outstanding, days past due and prior collection history.

Expected credit losses are measured by considering: the unbiased and probability-weighted amount; the time value of money; and reasonable and supportable information (available without undue costs or effort) at the reporting date about past events, current conditions and forecasts of future economic conditions. Expected credit losses are measured as the probability-weighted present value of all cash shortfalls over the expected life of each financial asset.

The second component of the allowance for credit losses covers all receivables that have not been individually reviewed for impairment. The allowance for these receivables is based on aggregated portfolio evaluations, generally by financial product. The allowance for wholesale and retail credit losses is based on loss forecast models that consider a variety of factors that include, but are not limited to, historical loss experience, collateral value and portfolio balance. The loss forecast models are updated on a quarterly basis. The calculation is adjusted for forward looking macroeconomic factors. In addition, qualitative factors that are not fully captured in the loss forecast models are considered in the evaluation of the adequacy of the allowance for credit losses. These qualitative factors are subjective and require a degree of management judgment.

CNH Industrial

Allowance for credit losses activity for the six months ended 30 June 2023 is as follows:

Six months ended 30 June 2023
Retail Wholesale
(€ million) Stage 1
12
months
ECL
Stage 2
Lifetime
ECL
Stage 3
Lifetime
ECL
Total Stage 1
12
months
ECL
Stage 2
Lifetime
ECL
Stage 3
Lifetime
ECL
Total
Opening balance 88 14 101 203 27 33 60
Provision (benefit) 17 4 22 43 1 (4) (3)
Charge-off net of recoveries (11) (7) (18)
Transfers 4 6 (9) 1
Foreign currency translation
and other
(11) (1) 3 (9)
Ending balance 87 23 110 220 28 29 57
Receivables
Ending balance 11,010 170 95 11,276 8,432 30 87 8,550

Allowance for credit losses activity for the six months ended 30 June 2022 is as follows:

Six months ended 30 June 2022
Retail Wholesale
(€ million) Stage 1
12
months
ECL
Stage 2
Lifetime
ECL
Stage 3
Lifetime
ECL
Total Stage 1
12
months
ECL
Stage 2
Lifetime
ECL
Stage 3
Lifetime
ECL
Total
Opening balance 50 22 66 138 19 38 57
Provision (benefit) 11 5 19 35 6 (4) 2
Charge-off net of recoveries 1 (10) (9) (5) (5)
Transfers 6 (13) 6 (1) 2 (2)
Foreign currency translation
and other
7 4 11 22 3 3
Ending balance 75 18 92 185 25 2 30 57
Receivables
Ending balance 9,707 145 73 9,925 5,920 20 75 6,015

Allowance for credit losses activity for the year ended 31 December 2022 is as follows:

Year ended 31 December 2022
Retail Wholesale
(€ million) Stage 1
12
months
ECL
Stage 2
Lifetime
ECL
Stage 3
Lifetime
ECL
Total Stage 1
12
months
ECL
Stage 2
Lifetime
ECL
Stage 3
Lifetime
ECL
Total
Opening balance 50 21 66 137 19 38 57
Provision (benefit) 26 10 33 69 8 (1) 7
Charge-off net of recoveries 2 (18) (16) 1 (8) (7)
Transfers 6 (20) 14 1 (1)
Foreign currency translation 4 3 6 13 (2) 5 3
and other
Ending balance
88 14 101 203 27 33 60
Receivables
Ending balance 10,568 131 83 10,782 7,190 20 89 7,299

Iveco Group

Allowance for credit losses activity for the six months ended 30 June 2023 is as follows:

Six months ended 30 June 2023
Retail Wholesale
(€ million) Stage 1
12
months
ECL
Stage 2
Lifetime
ECL
Stage 3
Lifetime
ECL
Total Stage 1
12
months
ECL
Stage 2
Lifetime
ECL
Stage 3
Lifetime
ECL
Total
Opening balance 2 60 62 25 95 120
Provision (benefit) 2 13 (32) (17) 6 (6)
Charge-off net of recoveries
Transfers
Foreign currency translation
and other
Ending balance 4 13 28 45 31 89 120
Receivables
Ending balance 49 22 3 74 4,415 21 38 4,474
Six months ended 30 June 2022
Retail
(€ million) Stage 1
12
months
ECL
Stage 2
Lifetime
ECL
Stage 3
Lifetime
ECL
Total Stage 1
12
months
ECL
Stage 2
Lifetime
ECL
Stage 3
Lifetime
ECL
Total
Opening balance 3 86 89 8 90 98
Provision (benefit) (6) (6) 8 19 27
Charge-off net of recoveries (5) (5)
Transfers
Foreign currency translation
and other
Ending balance 3 75 78 16 109 125
Receivables
Ending balance 54 1 15 70 2,910 3 25 2,938

Allowance for credit losses activity for the six months ended 30 June 2022 is as follows:

Allowance for credit losses activity for the year ended 31 December 2022 is as follows:

Year ended 31 December 2022
(€ million) Retail Wholesale
Stage 1
12
months
ECL
Stage 2
Lifetime
ECL
Stage 3
Lifetime
ECL
Total Stage 1
12
months
ECL
Stage 2
Lifetime
ECL
Stage 3
Lifetime
ECL
Total
Opening balance 3 86 89 8 90 98
Provision (benefit) (1) (8) (9) 17 19 36
Charge-off net of recoveries (18) (18) (16) (16)
Transfers
Foreign currency translation 2 2
and other
Ending balance
2 60 62 25 95 120
Receivables
Ending balance 13 54 67 4,111 4 41 4,156

Troubled Debt Restructuring

A restructuring of a receivable constitutes a troubled debt restructuring ("TDR") when the lender grants a concession it would not otherwise consider to a borrower that is experiencing financial difficulties. As a collateralbased lender, CNH Industrial typically will repossess collateral in lieu of restructuring receivables. As such, for retail receivables, concessions are typically provided based on bankruptcy court proceedings. For wholesale receivables, concessions granted may include extended contract maturities, inclusion of interest-only periods, modification of a contractual interest rate to a below market interest rate and waiving of interest and principal.

TDRs are reviewed along with other receivables as part of management's ongoing evaluation of the adequacy of the allowance for credit losses.

As of 30 June 2023 and 2022, CNH Industrial's TDRs were immaterial.

Transfers of financial receivables

CNH Industrial and Iveco Group transfer a number of their financial receivables to securitization programs or factoring transactions.

A securitization transaction entails the sale of a portfolio of receivables to a securitization vehicle. This structured entity finances the purchase of the receivables by issuing asset-backed securities (i.e. securities whose repayment and interest flow depend upon the cash flow generated by the portfolio). Asset-backed securities are divided into classes according to their degree of seniority and rating: the most senior classes are placed with investors on the market; the junior class, whose repayment is subordinated to the senior classes, is normally subscribed for by the seller.

The residual interest in the receivables retained by the seller is therefore limited to the junior securities it has subscribed for. In accordance with IFRS 10 – Consolidated Financial Statements, all securitization vehicles are included in the scope of consolidation because the subscription of the junior asset-backed securities by the seller implies its control in substance over the structured entity.

Furthermore, factoring transactions may be either with recourse or without recourse; certain without recourse transfers include deferred payment clauses (for example, when the payment by the factor of a minor part of the purchase price is dependent on the total amount collected from the receivables), requiring first loss cover, meaning that the transferor takes priority participation in the losses, or require a significant exposure to the cash flows arising from the transferred receivables to be retained. These types of transactions do not comply with the requirements of IFRS 9 – Financial Instruments for the derecognition of the assets, since the risks and rewards connected with collection are not substantially transferred and, accordingly, the Group continues to recognize the receivables transferred by this means in its consolidated statement of financial position and recognizes a financial liability of the same amount under Asset-backed financing (see Note 20 Financial Debt and derivative liabilities). The gains and losses arising from the transfer of these assets are only recognized when the assets are derecognized.

At 30 June 2023 and at 31 December 2022, the carrying amount of CNH Industrial transferred financial assets not derecognized and the related liability and the respective fair values were as follows:

(€ million) At 30 June 2023 At 31 December 2022
Restricted receivables:
Retail financing and finance lease receivables 6,057 6,344
Wholesale receivables 5,616 4,296
Total restricted receivables 11,673 10,640

CNH Industrial has discounted receivables and bills without recourse having due dates beyond 30 June 2023 amounting to €15 million (€16 million at 31 December 2022, with due dates beyond that date), exclusively referred to trade receivables and other receivables.

At 30 June 2023 and at 31 December 2022, the carrying amount of Iveco Group transferred financial assets not derecognized and the related liability and the respective fair values were as follows:

(€ million) At 30 June 2023 At 31 December 2022
Restricted receivables:
Retail financing and finance lease receivables 18 21
Wholesale receivables 3,868 3,840
Total restricted receivables 3,886 3,861

Iveco Group has discounted receivables and bills without recourse having due dates beyond 30 June 2023 amounting to €213 million (€183 million at 31 December 2022, with due dates beyond that date), which refer to trade receivables.

16. Cash and cash equivalents

Cash and cash equivalents at 30 June 2023 and at 31 December 2022 are as follows:

(€ million) At 30 June 2023 At 31 December 2022
Cash at banks 7,301 8,885
Money market securities and other cash equivalents 850 1,746
Restricted cash 915 946
Total cash and cash equivalents 9,066 11,577

Cash and cash equivalents include cash at bank and other easily marketable securities that are readily convertible into cash and are subject to an insignificant risk of changes in value.

Restricted cash mainly includes bank deposits that may be used exclusively for the repayment of the debt relating to securitizations classified as Asset-backed financing.

The credit risk associated with cash and cash equivalents is considered not significant, because these consist mainly of deposits spread across primary international financial institutions.

The Ferrari Group may be subject to restrictions which limit its ability to use cash in relation to its interests in certain countries. In particular, cash held in China is subject to certain repatriation restrictions and may only be repatriated as a repayment of payables or debt, or through a payment of dividends or capital distributions. The Ferrari Group does not believe that such transfer restrictions have any adverse impacts on its ability to meet liquidity requirements. Cash held in China by Ferrari Group at 30 June 2023 amounted to €69 million (€97 million at 31 December 2022).

Cash collected from the settlement of receivables under securitization programs of Ferrari Group is subject to certain restrictions regarding its use and is principally applied to repay principal and interest of the related funding. Such cash amounted to €52 million at 30 June 2023 (€44 million at 31 December 2022).

17. Equity

Share capital

In March 2023, Exor completed the cancellation of 7,007,464 ordinary shares held as treasury, which had been acquired as part of the 2018-2020 share buyback program and the first tranche of the 2022-2024 share buyback program. This cancellation, in line with the intention announced at the launch of the buyback program, was conducted in the framework of the resolution adopted by the Annual General Meeting of Shareholders held on 24 May 2022.

At 30 June 2023 the total issued capital of Exor N.V. was equal to Euro 7,328,612, divided into no. 233,992,536 ordinary shares each with a nominal value of Euro 0.01 and no.124,717,163 Special Voting Shares A each with a nominal value of Euro 0.04.

At 30 June 2023 Giovanni Agnelli B.V. owns 86.25% of the voting rights on Exor's outstanding capital.

Exor N.V. adopted a loyalty voting structure designed to incentivize long-term share ownership, on the basis of which for each Exor N.V. ordinary share held without interruption for a period of five years, shareholders will be entitled to five voting rights at the end of that period, and for each Exor N.V. ordinary share held without interruption for a period of ten years, shareholders will be entitled to ten voting rights at the end of that period.

AGM resolution

The Exor Annual General Meeting held on 31 May 2023 adopted the 2022 Annual Report, expressed a positive advice with respect to the 2022 remuneration report and approved the dividend distribution of €0.44 per outstanding share, for a distribution of €99 million. The AGM also authorized the Board of Directors to repurchase the Company's shares on the market up to a maximum number of shares equal to 10% of the Company's issued common shares and for 18 months from authorization, all in accordance with Dutch law and with the Company's Articles of Association. The AGM further authorized the Board of Directors to cancel any ordinary shares held, or to be held, as treasury stock, in order to optimise the capital structure of the Company and to create more flexibility to manage its capital.

Treasury stock

At 30 June 2023 9,164,463 ordinary shares with a nominal value of €0.01 per share are held as treasury stock (13,126,619 at 31 December 2022). The movements are as follows:

No. of shares (€ thousand) % of class
Balance at 1 January 2022 9,291,244 297,572 3.860
Buyback of treasury shares 3,862,624 254,707
Exercise of stock options (27,249)
Balance at 31 December 2022 13,126,619 552,279 5.450
Buyback of treasury shares 3,174,389 245,723
Cancellation of treasury shares (7,007,464) (397,719)
Exercise of stock options (129,081) (1)
Balance at 30 June 2023 9,164,463 400,281 3.917

Other comprehensive income

Other comprehensive income for the six months ended 30 June 2023 and 2022 is as follows:

Six months ended 30 June
(€ million) 2023 2022
Items that will not be reclassified to the Consolidated Income Statement in subsequent periods:
Gains (losses) on remeasurement of defined benefit plans (1)
Share of gains (losses) on remeasurement of defined benefit plans for equity method
investees
7 162
Gains (losses) on financial assets at FVTOCI 81 (259)
Gains (losses) on financial assets at FVTOCI for equity method investees 7 (1)
Items relating to discontinued operations
Total items that will not be reclassified to the Consolidated Income Statement in
subsequent periods, before tax effect (B1)
95 (99)
Items that may be reclassified to the Consolidated Income Statements in subsequent periods:
Gains (losses) on cash flow hedging instruments arising during the period (5) (32)
Gains (losses) on cash flow hedging instruments reclassified to the income
Statement
(22) 34
Gains (losses) on cash flow hedging instruments (27) 2
Foreign exchange translation gains (losses) arising during the period (254) 902
Foreign exchange translation gains (losses) reclassified to the income
Statement
11
Foreign exchange translation gains (losses) (243) 902
Share of other comprehensive income of equity method investees arising during the period (81) 445
Share of other comprehensive income (loss) of equity method investees
reclassified to the income statement
15
Share of other comprehensive income (loss) of equity method investees (66) 445
Items relating to discontinued operations 587
Total Items that may be reclassified to the Consolidated Income Statement in subsequent
periods, before tax effect (B2)
(335) 1,936
Total Other Comprehensive Income, before tax effect (B1)+(B2)=(B) (241) 1,837
Tax effect (145) (60)
Tax effect - discontinued operations
Total Other Comprehensive Income (Loss), net of tax (386) 1,777

With reference to the defined benefit plans of the Group, the gains and losses arising from the remeasurement mainly include actuarial gains and losses arising during the period, the return on plan assets (net of interest income recognized in the income statement) and any changes in the effect of the asset ceiling.

The tax effect relating to other comprehensive income for the six months ended 30 June 2023 and 2022 is as follows:

Six months ended 30 June
(€ million) 2023 2022
Pre-tax
balance
Tax benefit
(expense)
Net-of-tax
balance
Pre-tax
balance
Tax benefit
(expense)
Net-of-tax
balance
Gains (losses) on remeasurement
of defined benefit plans
7 (1) 6 161 1 162
Gains (losses) on financial assets at
FVTOCI
88 88 (260) (64) (324)
Gains (losses) on cash flow
hedging instruments
(27) (19) (46) 2 3 5
Foreign exchange translation gains
(losses)
(243) (243) 902 902
Share of other comprehensive
income (loss) of equity method
investees
(66) (125) (191) 445 445
Items relating to discontinued
operations
587 587
Total Other Comprehensive
Income (Loss)
(241) (145) (386) 1,837 (60) 1,777

18. Share-based compensation

The subsidiaries of the Group have various stock option plans which amongst others include the award of performance share units ("PSU") and restricted share units ("RSU"). The PSU and RSU represent the right to receive one common share of the relevant entity. PSU awards have financial performance targets whilst the RSU awards have a service condition only. The total number of shares that will be issued may therefore vary from the original award. During the six months ended 30 June 2023 and 2022 the Group recognized share-based compensation expense as follows:

Exor

Stock Option Plan Exor 2016

The Stock Option Plan Exor 2016 has a maximum of 3,500,000 options corresponding to the same number of shares. The number of stock options outstanding at 30 June 2023 is 2,780,805, of which 2,192,986 exercisable (average exercise price of €32.38 per share).

Exor LTI 2022

In 2022 a long-term incentive plan ("Plan") was implemented in favour of the Chief Executive Officer, selected employees of companies in the Holdings System and selected suppliers, under which performance share units ("PSUs") and restricted share units ("RSUs") are granted, being conditional rights to receive one Exor ordinary share for each vested PSU and RSU. With the introduction of the Plan in 2022, the first PSU vesting will take place in 2025, while the RSUs vest upon a time-based service requirement in 3 tranches from 30 June 2023 to 30 June 2025. The total number of shares that will eventually be issued may vary from the original estimate due to forfeiture or the level of achievement of the performance goals. The grant dates of the 2022 awards were 1 July 2022, 1 November 2022 and 1 January 2023.

Exor recognized total share-based compensation expense of €7.4 million for the six months ended 30 June 2023.

CNH Industrial

CNH Industrial recognized total share-based compensation expense of €45 million for the six months ended 30 June 2023 (€36 million in the six months ended 30 June 2022).

Iveco Group

Iveco Group recognized total share-based compensation expense of €8 million for the six months ended 30 June 2023 ( €8 million for the six months ended 30 June 2022).

At 30 June 2023, Iveco Group granted approximately 1.3 million and 0.7 million Performance Share Units ("PSUs") and Restricted Share Units ("RSUs"), respectively. The PSUs will vest on 28 February 2026 with financial performance goals covering the three-year period from 1 January 2023 to 31 December 2025. The RSUs will vest in full on 28 February 2026.

Ferrari

Equity Incentive Plan 2023-2025

Under a new Equity Incentive Plan 2023-2025 approved in 2023, Ferrari awarded approximately 58 thousand 2023-2025 PSUs to the Executive Chairman, CEO, members of the Ferrari Leadership Team and other employees of the Ferrari Group, and approximately 22 thousand 2023-2025 RSUs to members of the Ferrari Leadership Team and other employees of the Ferrari Group. The PSUs and RSUs cover the three-year performance and service periods from 2023 to 2025. The PSU awards and RSU awards under the Equity Incentive Plan 2023-2025 vest in 2026 based on the level of achievement of the related performance targets or service conditions.

For the six months ended 30 June 2023 and 2022, Ferrari recognized €9 million and €8 million, respectively, as share-based compensation expense and an increase to other reserves in equity in relation to the PSU awards and RSU awards of the Ferrari's equity incentive plans. At 30 June 2023 unrecognized compensation expense amounted to €14 million and is expected to be recognized over the remaining vesting periods through 2024.

For the six months ended 30 June 2023 Ferrari Group also recognized share-based compensation expense of €2.3 million as part of commercial agreements with certain suppliers.

19. Other provisions

Other provisions at 30 June 2023 and at 31 December 2022 are as follows:

(€ million) At 30 June 2023 At 31 December 2022
Warranty recall campaigns and technical assistance 1,124 1,066
Restructuring provisions 61 77
Other risks 3,295 2,902
Total other provisions 4,480 4,045

The warranty recall campaigns and technical assistance provision represents management's best estimate of commitments given by companies of the Group for contractual, legal or constructive obligations arising from product warranties given for a specified period of time which begins at the date of delivery to the customer. This estimate has been calculated considering past experience and specific contractual terms. This provision also includes management's best estimate of the costs that are expected to be incurred in connection with product defects that could result in a larger recall of vehicles. This provision for risks is developed through an assessment of reported damages or returns on a case-by-case basis.

The provision for other charges and risks represents the amounts provided by the individual companies of the Group in connection mainly with sales incentives and contractual, commercial and tax risks and disputes.

20. Financial debt and derivative liabilities

Total financial debt and derivative liabilities at 30 June 2023 and 31 December 2022 are as follows:

(€ million) At 30 June 2023 At 31 December 2022
Financial debt 35,188 33,662
Derivative liabilities 1,431 308
Total financial debt and derivative liabilities 36,619 33,970

The composition is as follows:

(€ million) At 30 June 2023 At 31 December 2022
Notes 13,439 13,608
Borrowings from banks 4,628 3,991
Asset-backed financing 14,103 13,399
Lease liabilities 547 533
Payables represented by securities 1,576 1,173
Other financial debt 895 958
Derivative liabilities 1,431 308
Total financial debt and derivative liabilities 36,619 33,970

The composition by entity is as follows:

(€ million) At 30 June 2023 At 31 December 2022
CNH Industrial1 23,662 22,222
Iveco Group1 4,466 4,201
Exor 4,228 4,233
Ferrari 2,700 2,832
Lingotto Investment Management 1,060
Juventus 388 376
GEDI2 110 102
Shang Xia 5 4
Total financial debt and derivative liabilities 36,619 33,970
  1. Net of intercompany with Iveco Group / CNH Industrial.

  2. Net of intercompany with Exor N.V.

The composition of notes by entity is as follows:

(€ million) At 30 June 2023 At 31 December 2022
CNH Industrial 8,698 8,462
Exor 3,466 3,475
Ferrari 1,098 1,490
Juventus 177 180
Total notes 13,439 13,607

The new notes issued and notes repaid during the first six months of 2023 were as follows:

New Issues Currency Nominal
Amount
(in million)
Coupon Maturity
Company
CNH Industrial Usd 600 4.55 % 10 Apr 2028
Repayments Name of Notes Currency Amount
(in million)
Repayment date
Company
Ferrari Other notes Eur 500 16 Mar 2023
CNH Industrial Euro medium term
notes
Eur 369 17 May 2023

Borrowings from banks

Borrowings from banks at 30 June 2023 amount to €4,628 million (€3,991 million at 31 December 2022). The composition is as follows:

(€ million) At 30 June 2023 At 31 December 2022
CNH Industrial 3,183 2,965
Iveco Group 875 721
Ferrari 343 113
Exor 151 150
Juventus 76 42
Total borrowings from banks 4,628 3,991

Exor

At 30 June 2023 Exor has a €150 million term loan with maturity 2024 (unchanged compared 31 December 2022).

In addition, it has committed undrawn credit lines of €450 million, of which €400 million expiring after 30 June 2024, as well as uncommitted credit lines of €565 million. At 31 December 2022 Exor had undrawn committed credit lines of €450 million expiring after 31 December 2023, as well as uncommitted credit lines of €565 million.

CNH Industrial

CNH Industrial's borrowings consists primarily of borrowings from banks which are at various terms and rates.

In March 2019, CNH Industrial signed a five-year committed revolving credit facility for €4 billion (\$4.5 billion at 31 March 2019 exchange rate) due to mature in 2024 with two extension options of 1-year each, exercisable on the first and second anniversary of the signing date. CNH Industrial exercised the first of the two extension options at 28 February 2020 and the second extension option at 26 February 2021. The facility is now due to mature in March 2026 for €3,950.5 million; €49.5 million within the facility will mature in March 2025.

Total committed secured facilities expiring after twelve months amounted to approximately \$3.6 billion at 30 June 2023 (\$2.9 billion at 31 December 2022), of which \$0.7 billion was available at 30 June 2023 (\$0.8 billion at 31 December 2022).

Ferrari

Bank borrowings of Ferrari include term loans of €244 million borrowed by Ferrari N.V., of €25 million (€ 38 million at 31 December 2022) borrowed by Ferrari S.p.A., and a US dollars loan of €74 million (€76 million at 31 December 2022) borrowed by Ferrari Financial Services, Inc.

At 30 June 2023 Ferrari had total committed credit lines available and undrawn amounting to €600 million (€669 million at 31 December 2022).

Asset-backed financing

The item Asset-backed financing represents the financing received through both asset-backed commercial paper and factoring transactions which do not meet IFRS 9 derecognition requirements and are recognized as assets in the statement of financial position. The composition of Asset-backed financing is as follows:

(€ million) At 30 June 2023 At 31 December 2022
CNH Industrial 9,656 9,145
Iveco Group 3,301 3,149
Ferrari 1,146 1,105
Total asset-backed financing 14,103 13,399

21. Other liabilities

Total other liabilities at 30 June 2023 and 31 December 2022 are as follows:

(€ million) At 30 June 2023 At 31 December 2022
Contracts liabilities 1,573 1,552
Accrued expenses and deferred income 2,422 2,215
Other payables and advances 2,077 2,105
Total other liabilities 6,072 5,872

Payable for buy-back agreements refers to buy-back agreements entered into by companies of the Group and includes the price received for the product recognized as an advance at the date of the sale and subsequently the repurchase price and the remaining lease instalments yet to be recognized.

Accrued expenses and deferred income include the remaining portion of government grants that will be recognized as income in the Consolidated Income Statement over the same periods as the related costs which they are intended to offset.

22. Guarantees granted, commitments and contingent liabilities

Guarantees granted by the CNH Industrial Group

CNH Industrial provided guarantees on the debt or commitments of third parties and performance guarantees on non-consolidated affiliates at 30 June 2023 and 31 December 2022 totalling of €23 million and €18 million, respectively.

Guarantees granted by the Iveco Group

At 30 June 2023 the Iveco Group provided guarantees on the debt or commitments of third parties and performance guarantees mainly in the interest of a joint venture related to commercial commitments on defence vehicles totalling €441 million (€409 million at 31 December 2022).

Commitments of Juventus

The commitments of Juventus included guarantees received from leading credit institutions of €93 million (€95 million at 31 December 2022) issued to guarantee the payables arising from the acquisition of players' registration rights (€87 million) and other commitments (€6 million).

Pending litigation and contingent liabilities

As a global group with a diverse business portfolio, Exor Group is exposed to numerous legal risks, particularly in the areas of product liability, competition and antitrust law, environmental risks and tax matters, dealer and supplier relationships and intellectual property rights. The outcome of any proceedings cannot be predicted with certainty. These risks arise from pending legal proceedings or requests received by the Group seeking recovery for damage to property, personal injuries and in some cases include a claim for exemplary or punitive damages. It is therefore possible that legal judgments could give rise to expenses that are not covered, or not fully covered, by insurers' compensation payments and could affect the Group's financial position and results.

In addition to claims litigation, the Group may be subject to lawsuits and regulatory actions in the normal course of business that do not arise from or directly relate to claims on reinsurance treaties. This category of business litigation typically involves, among other things, allegations of underwriting errors or omissions, employment claims or regulatory activity. While the outcome of business litigation cannot be predicted with certainty, the Group will dispute all allegations against the Group and/or its subsidiaries that management believes are without merit.

Contingent liabilities of the Iveco Group

Follow-up on Damages Claims

In 2011 Iveco S.p.A. which, following the demerger between CNH Industrial and Iveco Group, is now part of Iveco Group, and its competitors in the European Union were subject to an investigation by the European Commission (the "Commission") into certain business practices in the European Union (in the period 1997-2011) in relation to Medium & Heavy trucks. On 19 July 2016, the Commission announced a settlement with CNH Industrial ("the Decision") including a settlement with Iveco S.p.A. In particular, Iveco S.p.A. received a reduction in its fine for cooperating with the European Commission throughout the investigation, and received a fine of €494.6 million. Similar decisions were taken by the Commission with reference to the other competitors.

Following the Decision, CNH Industrial N.V., Iveco S.p.A. and Iveco Magirus AG ("IMAG") have been named as defendants in many proceedings across Europe and Israel. These damage claims could result in substantial liabilities for Iveco Group as well as incurring significant defence costs, which may have a material adverse effect on its operations and financial condition. The extent and outcome of these claims, in the absence of any final judgement, cannot be reliably predicted at this time and, therefore, the Iveco Group did not recognise any specific provision for these claims. In the first half of 2023, Iveco Group recognised a cost of €12 million related to certain claims for which it was possible to make a reliable estimate. This current position will be reassessed from time to time and updated as necessary. In accordance with IAS 37 – Provisions, Contingent Liabilities and Contingent Assets (paragraph 92), no further information is disclosed so as not to prejudice the Iveco Group's position.

FPT Emissions Investigation

On 22 July 2020, a number of CNH Industrial's offices in Europe were visited by investigators in the context of a request for assistance by the public prosecutors of Frankfurt am Main, Germany and Turin, Italy in relation to alleged noncompliance of two engine models produced by FPT Industrial S.p.A. ("FPT"), which is now part of the Iveco Group, installed in certain Ducato (a vehicle manufactured and distributed by Stellantis) and Iveco Daily vehicles. FPT is providing its full cooperation to properly address the requests received. FPT, other companies of the Iveco Group, and in certain instances CNH Industrial and other third parties have received various requests for compensation by German and Austrian customers on various contractual and tort grounds, including requests for damages arising out of the termination of the purchase contracts, or in the form of requests for an alleged lower residual value of their vehicles as a consequence of the alleged non-compliance with type approval regulations regarding emissions. In certain instances, other customers have brought judicial claims on the same legal and factual bases. Although, at the date hereof, the Iveco Group has no evidence of any wrongdoing, it cannot predict at this time the extent and outcome of these requests and directly or indirectly related legal proceedings, including customer claims or potential class actions alleging emissions non-compliance. Therefore, the Iveco Group did not recognize any specific provision in relation to this investigation.

Litigations of the Juventus Group

Criminal proceedings pending before the Turin Judicial Authority

On 26 November 2021 and 1 December 2021, Juventus was notified of search and seizure warrants by the Officers of the "Guardia di Finanza" of the "Nucleo di Polizia Economico-Finanziaria Torino" (Economic and Financial Police Unit of Turin), and on those same dates the Issuer was informed of the existence of an investigation initiated by the Public Prosecutor's Office of the Court of Turin ("the Public Prosecutor's Office"), against Juventus itself as well as some of its representatives, in relation to the "Revenues from players' registration rights" item recorded in the financial statements at 30 June 2019, 2020 and 2021 for the offences referred to in Article 2622 of the Italian Civil Code (False corporate communications by listed companies) and Article 8 of Italian Legislative Decree No. 74/2000 (Issue of invoices or other documents for non-existent transactions) and, as far as Juventus is concerned, for the offence envisaged by Article 5 (Liability of the entity) and Article 25-ter (Corporate offences) of Italian Legislative Decree No. 231/2001. In the context of the aforementioned investigation, a handover request for documents concerning payment of the players' salaries during the 2019/2020, 2020/2021 and 2021/2022 sports seasons was served to Juventus by the Public Prosecutor's Office on 23 March 2022.

On 24 October 2022, the Public Prosecutor's Office sent to Juventus – as well as some of its representatives – the notice regarding the conclusion of preliminary investigations (the "Notice") in connection with the above-mentioned criminal proceedings. The Notice alleged against the natural persons the offences pursuant to Article 2622 of the Italian Civil Code, Article 185 of the Consolidated Law on Finance ("TUF"), Article 2 of Italian Legislative Decree 74/2000 and Article 2638 of the Italian Civil Code. As part of the same criminal proceedings, Juventus was being investigated for the offences pursuant to articles 5, 25-ter, 25-sexies and 25-quinquesdecies of Italian Legislative Decree 231/2001. The facts forming the object of the Notice relate to the financial statements at 30 June 2019, 30 June 2020 and 30 June 2021 and concern transactions improperly referred to as the "exchange" of players' registration rights and agreements for reducing and supplementing the wages of players and technical staff concluded in the years 2019/2020, 2020/2021 and 2021/2022. Juventus viewed and took a copy of the investigative documents pursuant to Article 415-bis of the Code of Criminal Procedure in order to exercise its right to defence.

The Notice no longer included the offence referred to in Article 8 of Legislative Decree no. 74/2000, for which a separate proceeding was filed. In these proceedings, as it later emerged, the Turin Public Prosecutors made a request for dismissal on 14 March 2023. This request was accepted by the Judge for the Preliminary Investigations of Turin, with a decree of dismissal issued on 25 May 2023.

On 20 November 2022, as part of the information made public through the second press release pursuant to Article 154-ter of the Consolidated Law on Finance, as described below, Juventus, in order to provide the market with the most extensive disclosure possible, provided additional information on the Notice referred to above, with particular reference to the quantitative outcomes of the effects on the financial statements arising from the content of the provisional charges.

On 30 November 2022, the Public Prosecutors of Turin filed a request for the committal for trial against Juventus and some of its representatives, for the same charges previously indicated in the Notice. On 16 January 2023, the Judge of the Preliminary Hearing at the Court of Turin, Mr. M. Picco, notified Juventus of the scheduling of the preliminary hearing for 27 March 2023.

After the first hearing on 27 March 2023, dedicated to the constitution of the parties and the summons of the Company as civil responsible party, the hearing of 10 May 2023 was also held. The latter ended with the transmission of the acts to the Supreme Court of Cassation, called to decide on the issue of territorial jurisdiction raised by the defence. At the hearing before the Court of Cassation, held on 6 September 2023, the Court declared the lack of territorial jurisdiction of the Tribunal of Turin and the transmission of the judicial documents to the Prosecutor at the Tribunal of Rome.

Juventus points out that a number of current and past managers of Juventus were also charged with the alleged crime of fraudulent tax returns, pursuant to Article 2 of Legislative Decree No. 74/2000, since the indictment supposed that in order to evade the value-added tax for the years 2018 to 2021, they indicated fictitious liabilities (resulting in VAT improperly deducted for a total of €437 thousand) in Juventus's annual return relating to said tax, using invoices – issued (in person or through their companies) by sports agents – that in whole and/or in part referenced non-existent transactions. In relation to this alleged offence, Juventus is under indictment as an entity pursuant to Article 25-quinquesdecies of Italian Legislative Decree 231/2001. On 21 December 2022, a hearing was held in chambers in relation to the appeal filed by the Public Prosecutors against the order of the Preliminary Judge at the Court of Turin, concerning rejection of the Public Prosecutors' request for the precautionary seizure of €437 thousand against Juventus, as alleged profit of the tax offences mentioned above. However, on 12 December 2022, the Public Prosecutors declared that they waived the aforementioned appeal; consequently, at the precautionary hearing, the Court of Review declared the appeal inadmissible on 21 December 2022.

On 19 December 2022, Juventus was notified a "Hand-over request" for various documents, including accounting statements related to the transactions and the balance of certain items of the balance sheet and income statement, the minutes of the Board of Directors, of the Board of Statutory Auditors and of the "Leadership Team" Committee, documents relating to emoluments/fees/indemnities paid to certain registered players or former registered players, and any other documentation considered relevant. The request was promptly fulfilled by Juventus.

On 21 March 2023, the Public Prosecutor's Office at the Court of Turin filed further investigative documents relating to the criminal proceedings involving Juventus. Juventus analysed this documentation with the support of its legal and accounting consultants, also in order to verify the presence of documents suitable to establish, even if only potentially, any accounting effects on the operating results, financial position and cash flows at 31 December 2022 and/or on the comparative date of the previous period. For more information on the analyses and assessments carried out by Juventus with the support of its legal and accounting consultants, please refer to the Explanatory Notes no. 57 of Juventus' half-year consolidated financial statements at 31 December 2022.

In this note, with a view to maximum breadth and transparency of the disclosure and on a voluntary basis, Juventus provided a representation of the potential maximum accounting effects that the documents relating to certain transactions could theoretically have had on the economic, equity and financial situations of the first half of the fiscal year 2022/2023 and the previous fiscal year 2021/2022, where they were deemed likely to establish rights and obligations payable between the parties and therefore qualify as "contracts" pursuant to IFRS 15.

It should be noted that the potential accounting effects on the economic, equity and financial situation of the first half of the current year (1 January - 30 June 2023) would be zero.

On 2 May 023, the Turin Public Prosecutors made a further filing of documents, supplementary to the previous investigations: these documents included i) a supplementary technical report drawn up by the Public Prosecutor's consultant, ii) the inspection report carried out by the Police against EY, iii) the request for delivery of documents sent to Deloitte and the relevant outcome and, finally, iv) a minutes of interview made by a CONSOB member on the methods of disclosure of the press releases.

Sporting proceedings (transfers of players' rights) - revocation

On 22 December 2022, Juventus was notified of the appeal filed by the FIGC Federal Prosecutor's Office for the partial revocation of the decision concerning the evaluation of the effects of certain transfers of players' rights on financial statements and the accounting of capital gains, No. 0089/CFA-2021-2022 of the FIGC Federal Court of Appeal, United Sections of 27 May 2022, which had already become irrevocable, confirming the acquittal of all the parties referred to therein, already ordered in the first instance by the National Federal Court.

The hearing for the revocation proceedings was held on 20 January 2023 before the Federal Court of Appeal of the FIGC, United Sections, and ended with the upholding of the appeal for revocation submitted by the Federal Public Prosecutor's Office. As a result of the revocation, the Federal Court of Appeal, recognising the violations referred to in articles 4 and 31, paragraph 1, of the Code of Sports Justice (CGS) of the FIGC, ordered the application of sporting sanctions against both Juventus (a 15-point deduction in the standings, to be deducted in the 2022-2023 Serie A Season), and the members of Juventus's top management referred (sanctions involving temporary bans).

The reasons for the decision were filed on 30 January 2023 and from that date the term of 30 days for the submission of the appeal to the CONI Sport Guarantee Board commenced.

Juventus filed the aforementioned appeal on 28 February 2023 and the hearing was held on 19 April 2023. The CONI Sport Guarantee Board, with its decision (filed on 8 May 2023), partially upheld Juventus' appeal and annulled the revocation decision, remitting the acts to the FIGC Court of Appeal for a new judgement.

The new trial, which took place before the FIGC Court of Appeal on 22 May 2023, concluded with the infliction of a penalty of 10 points in the standings, to be deducted in the 2022-2023 Serie A Season. The decision, filed on 30 May 2023, was not appealed by Juventus, in compliance with the terms of the agreement reached with the FIGC Prosecutor's Office for the definition of the second sport proceeding (see following paragraph).

Sporting proceedings (salary manoeuvres)

Through the notice of the appeal for revocation and the reading of the deeds filed by the FIGC Public Prosecutor's Office at the same time, Juventus and its lawyers learned of the registration, on 30 November 2022, of an additional sport proceeding, opened following the acquisition of investigation records from the Public Prosecutor's Office at the Court of Turin, on facts and circumstances not already addressed by the previous sporting proceedings. This second strand, in fact, concerned i) the so-called "salary manoeuvres", 2019-2020 and 2020-2021, ii) the relationship with sports agents and iii) partnerships with other clubs.

On 12 April 2023, the FIGC Prosecutor's Office notified Juventus of the notice of conclusion of investigations and on 19 May 2023 notified the related sporting referral.

The hearing was held before the FIGC National Federal Tribunal on 30 May 2023 and the Tribunal, on the same date, applied to Juventus an agreed fine of €718 thousand. The amount of the fine was previously agreed with the Federal Prosecutor and validated by the Court. The decision to apply an agreed penalty did not imply any admission of liability and was taken by Juventus to finally put an end to all the pending sporting proceedings and in order to allow Juventus and management more stability and certainty for the following sporting season.

Among the conditions of the agreement reached with the Federal Prosecutor's Office was included the waiver by Juventus to appeal the decision issued by the FIGC Court of Appeal on 22 May 2023 (filed on 30 May 2023), within the framework of the first sporting proceeding.

Proceeding initiated by the UEFA Club Financial Control Body

On 1 December 2022, the UEFA Club Financial Control Body ("UEFA CFCB"), "following the alleged financial violations that were recently made public as a result of the proceeding initiated by CONSOB and the Turin Public Prosecutor's Office" initiated proceeding aimed at verifying compliance with the 2018 edition of the UEFA Club Licensing and Financial Fair Play Regulations. Juventus fully cooperated with UEFA in the context of the proceeding and provided all useful information and data to demonstrate that the economic-equity and financial situation of Juventus has not changed significantly compared to what was reported to the CFCB in the context of the signing of the Settlement Agreement.

On 9 December 2022, the reporting member appointed by the CFCB asked Juventus to submit certain documents relating to: i) the proceeding submitted by the Turin Public Prosecutor's Office, ii) CONSOB's decision issued as part of the Proceeding pursuant to Article 154-ter and iii) any additional documents and observations that Juventus deems useful to present. The information was duly submitted.

Juventus continued to cooperate with UEFA's CFCB, providing all the documents and clarifications requested from time to time. Juventus submitted written observations and attended the investigatory hearings held before the CFCB Reporting Member and the hearing held before the CFCB First Chamber.

On 28 July 2023 the First Chamber of the UEFA CFCB decided to definitively close the proceeding aimed at verifying the respect of the UEFA regulatory framework. Juventus, while continuing to consider the alleged violations insubstantial and its actions correct, declared to accept the decision by waiving to appeal, expressly excluding, with the UEFA CFCB acknowledgment, that this may constitute admission of any liability against itself.

The decision of the First Chamber of the UEFA CFCB entailed the termination of the settlement agreement between UEFA and Juventus dated 31 August 2022 (which envisaged the payment of an amount of €3.5 million linked to the variance from the balance sheet break-even requirement during the period from 2019 to 2022, penalised by the Covid-19 pandemic) and the exclusion of Juventus from the UEFA Conference League of the sport season 2023/2024. As a result of the decision, Juventus is: (i) required to pay a financial contribution of €10 million, in part withheld from the income from participation in UEFA competitions in the next sport seasons, and (ii) may be required to pay an additional conditional financial contribution of €10 million in the event that Juventus' financial reports as at 30 June 2023, 2024 and 2025 contain material violations of the UEFA Club Licensing and Financial Sustainability Regulations ("CL&FS"); this conditional amount would potentially be withheld from the income from participation in UEFA competitions in the next sport seasons. The financial contributions paid by Juventus or withheld by UEFA will not be considered as relevant expenses for the assessment of Juventus' compliance with the stability requirements provided for by the CL&FS.

Juventus, while reiterating the correctness of its actions and the soundness of its defensive arguments, has decided to accept the decision as final and binding and to waive to appeal, considering this choice to be in the best interest of the company itself, of its shareholders and of all stakeholders (belonging to the sport system and not).

Audit by Consob

Subsequent to the conclusion by resolution no. 22482, dated 19 October 2022, of the Consob proceeding pursuant to Article 154-ter, paragraph 7, of the Legislative Decree no. 58/1998, the Authority requested Juventus, also as a result of the acquisition by Consob itself in January and March 2023 of documents related to the ongoing criminal proceeding, for further clarifications and information in relation to the financial statements line items "Players' registration rights" and "Cost of personnel". Based on the information available to date, Juventus might be subject to the adoption of new measures by Consob in respect of the above mentioned line items contained in the Juventus' separate and consolidated financial statements as of 30 June 2022 and in the half-year consolidated financial statements as of 31 December 2022.

Criminal proceedings before the Turin Judicial Authority (now before the Rome Judicial Authority)

As reported in the previous section on criminal proceedings, the hearing held on 10 May 2023 in front of the Judge of the Preliminary Hearing at the Tribunal of Turin ended with the transmission of the acts to the Supreme Court of Cassation, called to decide on the issue of territorial jurisdiction raised by the defence. The Court of Cassation, at the hearing held on 6 September 2023, declared the lack of territorial jurisdiction of the Tribunal of Turin and ordered the transmission of the judicial documents to the Prosecutor at the Tribunal of Rome.

As of the date of this report, Juventus has other pending litigation proceedings for which no provisions have been made in the financial statements in view of the fact that the risk of an adverse outcome is considered remote also given the opinions received by Juventus from its advisors.

23. Fair value measurement by hierarchy

Fair value measurements are categorized within the fair value hierarchy, described as follows, based on the degree to which the inputs to the fair value measurements are observable and the significance of the inputs to the entire measurement:

  • Level 1 Quoted prices (unadjusted) in active markets for identical assets or liabilities that the entity can access at the measurement date;
  • Level 2 Inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly or indirectly;
  • Level 3 Inputs are not based on observable market data when available.

This hierarchy requires the use of observable market data when available.

Assets and liabilities measured at fair value on a recurring basis

The following table shows the fair value hierarchy of the assets and liabilities measured at fair value on a recurring basis at 30 June 2023 and 31 December 2022:

(€ million) Level 1 Level 2 Level 3 Total
Investments measured at fair value through other comprehensive
income
1,110 5 736 1,851
Debt securities and equity instruments measured at FVTPL 1,456 50 1,506
Investment funds managed by Lingotto 2,698 2,698
Reinsurance vehicles 692 692
Ventures 592 592
Other funds managed by third parties 208 208
Derivative financial assets 313 313
Liquidity funds and money market securities 851 851
Total Assets at 30 June 2023 3,417 318 4,976 8,711
Derivative financial liabilities (340) (1,091) (1,431)
Total Liabilities at 30 June 2023 (340) (1,091) (1,431)
Investments measured at fair value through other comprehensive
income
371 5 680 1,056
Debt securities and equity instruments measured at FVTPL 2,031 61 2,092
Investment funds managed by Lingotto 1,185 1,185
Reinsurance vehicles 622 622
Ventures 550 550
Other Fund 47 47
Derivative financial assets 308 308
Liquidity funds and money market securities 1,573 1,573
Total Assets at 31 December 2022 3,975 313 3,145 7,433
Derivative financial liabilities (274) (34) (308)
Total Liabilities at 31 December 2022 (274) (34) (308)

Investments classified as Level 3 include, among others: inactively traded fixed maturities including unlisted or private equities, fund investments, derivative instruments and other invested assets. Fair value is determined using valuation models widely accepted; the valuation technique generally used is discounted cash flow, considering counterparty credit risk.

The fair value of derivative financial assets and liabilities is measured by taking into consideration market parameters at the balance sheet date and using valuation techniques widely accepted in the financial business environment.

The following table provides the reconciliation of the changes in items measured at fair value classified within Level 3 for the first half at 30 June 2023:

Gains (losses) recognized
(€ million) At
1 January
2023
In the
income
statement
In other
comprehensive
income
Increase
(decrease)
Net
transfers
into/(out of)
Level 3
At
30 June 2023
Investments measured at fair value through other
comprehensive income
680 (5) 61 736
Debt securities and equity instruments measured at
FVTPL
61 (11) 50
Investment funds managed by Lingotto 1,185 62 1,451 2,698
Reinsurance vehicles 622 82 (12) 692
Ventures 550 (21) 63 592
Other funds managed by third parties 47 11 150 208
Total Assets 3,145 134 (5) 1,702 4,976
Derivative financial liabilities (34) 4 (1,061) (1,091)
Total Liabilities (34) 4 (1,061) (1,091)

Assets and liabilities not measured at fair value on a recurring basis

The following tables present the carrying amount and the fair value of financial assets and liabilities not measured at fair value on a recurring basis and the classification in the fair value level:

(€ million) At 30 June 2023 At 31 December 2022
Carrying
amount
Fair value Carrying
amount
Fair value
Financial assets
Debt securities 345 341 356 354
Dealer financing receivables 12,874 12,857 11,324 11,288
Retail financing receivables 12,223 12,082 11,678 11,266
Finance lease receivables 547 537 562 549
Other 56 103 90 89
Total financial assets 26,046 25,920 24,010 23,546
Financial liabilities
Notes (13,439) (12,786) (13,608) (12,846)
Borrowing from banks, payables represented by securities and
other financial debt
(7,099) (7,043) (6,122) (6,005)
Asset-backed financing (14,103) (13,957) (13,399) (13,202)
Lease liabilities (547) (547) (533) (556)
Total financial liabilities (35,187) (34,333) (33,662) (32,609)
(€ million) At 30 June 2023 At 31 December 2022
Level 1 Level 2 Level 3 Fair value Level 1 Level 2 Level 3 Fair value
Financial assets
Debt securities 28 313 341 28 326 354
Dealer financing
receivables
8 12,849 12,857 9 11,279 11,288
Retail financing receivables 1,117 10,965 12,082 1,077 10,189 11,266
Finance lease receivables 303 234 537 314 235 549
Other 2 101 103 7 82 89
Total financial assets 28 1,430 24,462 25,920 28 1,407 22,111 23,546
Financial liabilities
Notes (7,832) (4,954) (12,786) (8,505) (4,341) (12,846)
Borrowing from banks,
payables represented by
securities and other
financial debt
(194) (6,785) (64) (7,043) (886) (5,068) (51) (6,005)
Asset-backed financing (13,957) (13,957) (13,202) (13,202)
Lease liabilities (18) (67) (462) (547) (41) (57) (458) (556)
Total financial liabilities (8,044) (25,763) (526) (34,333) (9,432) (22,668) (509) (32,609)

Classified in Level 2 and Level 3 of the fair value hierarchy, the fair value of receivables from financing activities is based on the discounted values of their related cash flow at market discount rates, which reflect conditions applied in various reference markets on receivables with similar characteristics, adjusted to take into account the credit risk of the counterparties.

Notes that are traded in active markets for which close or last trade pricing is available are classified in Level 1 of the fair value hierarchy. Notes for which such prices are not available are valued at the last available price or based on quotes received from third parties and are classified in Level 2 of the fair value hierarchy.

The fair value of asset-backed financing, borrowing from banks, payables represented by securities and other financial debt, classified principally in Level 2, has been estimated based on discounted cash flow analysis using the current market interest rates at period-end, adjusted for the Group non-performance risk over the remaining term of the financial liabilities. The fair value of the debt that requires significant adjustment using unobservable inputs is classified in Level 3.

The fair value of lease liabilities principally classified within Level 3 of the fair value hierarchy has been estimated using discounted cash flow models that require significant adjustments using unobservable inputs.

Other financial asset

The carrying amount of cash at banks, restricted cash, other cash equivalents, trade receivables, other current receivables and financial assets, trade payables and other current liabilities included in the condensed consolidated statement of financial position approximates their fair value, due to the short maturity of these items.

24. Related party transactions

The entities of each consolidated Group put in place transactions with subsidiaries, joint ventures, associates and other related parties, on commercial terms that are normal in the respective markets, considering the characteristics of the goods or services involved.

Pursuant to IAS 24 the related parties of the Exor Group are Giovanni Agnelli, the CNH Industrial Group, the Iveco Group, the Ferrari Group, the GEDI Group, the Juventus Group and their respective unconsolidated subsidiaries, associates or joint ventures, the Stellantis Group, The Economist Group, the Welltec Group, the Christian Louboutin Group, the Lifenet Group, the Institut Merieux Group, the Casavo Group, the Nuo Group, and their subsidiaries. In addition, members of the board of directors of Exor and of its parent Giovanni Agnelli and their families are also considered related parties.

Transactions carried out by the Group with unconsolidated subsidiaries, joint ventures, associates and other related parties are primarily those of a commercial nature, which have had an effect on revenues, cost of sales, and trade receivables and payables.

In accordance with IAS 24, transactions with related parties also include compensation payable to directors, statutory auditors and executives with strategic responsibilities.

The effects of transactions with related parties recognized in the consolidated income statement of the Group for the six months ended 30 June 2023 and 2022 are as follows:

Six months ended 30 June
(€ million) 2022
Net
revenues
Cost of
sales
Selling,
general
and other
(income)
expenses
Financial
income
(expenses)
Net
revenues
Cost of
sales
Selling,
general
and other
(income)
expenses
Financial
income
(expenses)
Total joint
ventures
417 302 277 182 (9)
Total associates 69 7 16 149 52 18
Total other
related parties
12
Total
unconsolidated
subsidiaries
(24) 9 (16) (9)
Total related
parties
486 309 (8) 9 438 234 (7) (9)

Non-financial assets and liabilities originating from related party transactions at 30 June 2023 and 31 December 2022 are as follows:

At 30 June 2023 At 31 December 2022
(€ million) Trade
receivables
Trade
payables
Other
assets
Other
liabilities
Trade
receivables
Trade
payables
Other
assets
Other
liabilities
Total joint
ventures
4 84 68 15 88 84
Total associates 30 69 6 58 82 6 2
Total other
related parties
2 13 1
Total
unconsolidated
subsidiaries
19 1 2
Total related
parties
53 154 6 68 75 185 6 87

Financial assets and liabilities originating from related party transactions at 30 June 2023 and 31 December 2022 are as follows:

At 30 June 2023 At 31 December 2022
(€ million) Receivables
from
financing
activities
Financial
debt
Receivables
from
financing
activities
Financial debt
Total joint ventures 3
Total associates 6 4 3 2
Total other related parties
Total unconsolidated subsidiaries 2 2
Total related parties 9 6 3 4

Commitments and guarantees pledged in favour of related parties of the Iveco Group

At 30 June 2023 the Iveco Group had provided guarantees on commitments of its joint ventures, mainly related to Iveco - Oto Melara Società Consortile, for an amount of €183 million (€161 million at 31 December 2022).

25. Subsequent events

Exor has evaluated subsequent events through 13 September 2023, which is the date the Half-Year Condensed Consolidated Financial Statements at 30 June 2023 were authorised for issuance, and determined that there were no such events requiring recognition or disclosure in the financial statements.

Responsibility statement

The Board of Directors is responsible for preparing the 2023 First Half-Year Report, inclusive of the Half-Year Condensed Consolidated Financial Statements and the Half-Year Board Report, in accordance with the Dutch Financial Supervision Act and IAS 34 – Interim Financial Reporting as endorsed by the European Union.

In accordance with Section 5:25d, paragraph 2 of the Dutch Financial Supervision Act, the Board of Directors states that, to the best of its knowledge, the Half-Year Condensed Consolidated Financial Statements prepared in accordance with applicable accounting standards provide a true and fair view of the assets, liabilities, financial position and profit or loss of Exor N.V. and its subsidiaries, and the undertakings included in the consolidation as a whole, and the Half-Year Board Report provides a fair review of the information required pursuant to Section 5:25d, paragraphs 8 and 9 of the Dutch Financial Supervision Act.

13 September 2023

The Board of Directors

Nitin Nohria

John Elkann

Tiberto Ruy Brandolini D'Adda

Ginevra Elkann

Alessandro Nasi

Melissa Bethell

Marc Bolland

Laurence Debroux

Sandra Dembeck

Axel Dumas

Deloitte Accountants B.V. Orteliuslaan 982 3528 BD Utrecht P.O.Box 3180 3502 GD Utrecht Netherlands

Tel: +31 (0)88 288 2888 Fax: +31 (0)88 288 9981 www.deloitte.nl

INDEPENDENT AUDITOR'S REVIEW REPORT

To the shareholders and the Board of Directors of EXOR N.V.

Our conclusion

We have reviewed the accompanying condensed consolidated interim financial information for the period from January 1, 2023 to June 30, 2023 of EXOR N.V. based in Amsterdam.

Based on our review, nothing has come to our attention that causes us to believe that the interim financial information for the period from January 1, 2023 to June 30, 2023 of EXOR N.V.is not prepared, in all material respects, in accordance with IAS 34, 'Interim Financial Reporting' as adopted by the European Union.

The half-year condensed consolidated interim financial information comprises:

  • The half-year condensed consolidated statement of financial position as at June 30, 2023.
  • The following half-year condensed consolidated statements for the period from January 1, 2023 to June 30, 2023: the income statement, the statement of comprehensive income, the statement of cash flows and the statement of changes in equity
  • The notes comprising of a summary of the accounting policies and other explanatory information.

Basis for our conclusion

We conducted our review in accordance with Dutch law, including the Dutch Standard 2410, 'Het beoordelen van tussentijdse financiële informatie door de accountant van de entiteit' (Review of interim financial information performed by the independent auditor of the entity). A review of interim financial information in accordance with the Dutch Standard 2410 is a limited assurance engagement. Our responsibilities under this standard are further described in the 'Our responsibilities for the review of the interim financial information' section of our report.

We are independent of EXOR N.V. in accordance with the Verordening inzake de onafhankelijkheid van accountants bij assurance-opdrachten (ViO, Code of Ethics for Professional Accountants, a regulation with respect to independence) and other relevant independence regulations in the Netherlands. Furthermore, we have complied with the Verordening gedrags- en beroepsregels accountants (VGBA, Dutch Code of Ethics).

We believe the assurance evidence we have obtained is sufficient and appropriate to provide a basis for our conclusion.

Responsibilities of the board of directors for the interim financial information

Management is responsible for the preparation and presentation of the interim financial information in accordance with IAS 34, 'Interim Financial Reporting' as adopted by the European Union. Furthermore, management is responsible for such internal control as it determines is necessary to enable the preparation of the interim financial information that are free from material misstatement, whether due to fraud or error.

The non-executive board members are responsible for overseeing the company's financial reporting process.

Our responsibilities for the review of the interim financial information

Our responsibility is to plan and perform the review in a manner that allows us to obtain sufficient and appropriate assurance evidence for our conclusion.

The level of assurance obtained in a limited assurance engagement is substantially less than the level of assurance obtained in an audit conducted in accordance with the Dutch Standards on Auditing. Accordingly, we do not express an audit opinion.

We have exercised professional judgement and have maintained professional scepticism throughout the review, in accordance with Dutch Standard 2410.

Our review included among others:

  • Obtaining an understanding of the entity and its environment, including its internal control, and the applicable financial reporting framework, in order to identify areas in the interim financial information where material misstatements are likely to arise due to fraud or error, designing and performing procedures to address those areas, and obtaining assurance evidence that is sufficient and appropriate to provide a basis for our conclusion.
  • Obtaining an understanding of internal control, as it relates to the preparation of the interim financial information.
  • Making inquiries of management and others within the entity.
  • Applying analytical procedures with respect to information included in the interim financial information.
  • Obtaining assurance evidence that the interim financial information agrees with or reconciles to the entity's underlying accounting records.
  • Evaluating the assurance evidence obtained.
  • Considering whether there have been any changes in accounting principles or in the methods of applying them and whether any new transactions have necessitated the application of a new accounting principle.
  • Considering whether management has identified all events that may require adjustment to or disclosure in the interim financial information.
  • Considering whether the interim financial information has been prepared in accordance with the applicable financial reporting framework and represents the underlying transactions free from material misstatement.

Utrecht, September 13, 2023

Signed on the original M.R. van Leeuwen