FERRARI N.V.
2023 ANNUAL REPORT
AND FORM 20-F
FERRARI N.V.
2023 ANNUAL REPORT AND FORM 20-F
1
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FINANCIAL STATEMENTSFERRARI N.V. 2023 ANNUAL REPORT AND FORM 20-F 3
FERRARI N.V. 2023 ANNUAL REPORT AND FORM 20-FFINANCIAL STATEMENTS TABLE OF CONTENTS
Board Report
Board of Directors
Independent Registered Public Accounting Firm
Letter from the Chairman and the Chief Executive Officer
Introduction
Certain Defined Terms and Note on Presentation
Forward-Looking Statements
Creating Value for Our Shareholders
Risk Factors
Overview
Industry Overview
Overview of Our Business
Financial Overview
Results of Operations
Liquidity and Capital Resources
2024 Outlook
Major Shareholders
Corporate Governance
Report of the Non-Executive Directors
Non Financial Statement
Ferrari Group
Double Materiality Analysis and Stakeholder Engagement
Proactively Fostering Best Practice Governance
Exceeding Expectations
Being the Employer of Choice
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09
12
12
14
18
18
19
20
21
46
48
51
92
100
108
120
120
122
164
171
174
176
184
194
198
TABLE OF CONTENTS
Reducing Our Environmental Footprint
Creating and Sharing Value with the Community
Risk Management Process and Internal Control Systems
Remuneration of Directors
Controls and Procedures
Statement by the Board of Directors
Financial Statements
Consolidated Financial Statements at and for the year ended December 31, 2023
Consolidated Income Statement
Consolidated Statement of Comprehensive Income
Consolidated Statement of Financial Position
Consolidated Statement of Cash Flows
Consolidated Statement of Changes in Equity
Notes to the Consolidated Financial Statements
Company Financial Statements at and for the year ended December 31, 2023
Income Statement / Statement of Comprehensive Income
Statement of Financial Position
Statement of Cash Flows
Statement of Changes in Equity
Notes to the Company Financial Statements
Other Information
Additional Information for Netherlands Corporate Governance
Additional Information
Form 20-F Cross Reference
Notes
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216
246
266
279
304
307
309
311
312
313
314
315
317
318
385
386
387
388
389
390
417
418
419
453
461
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FINANCIAL STATEMENTSFERRARI N.V. 2023 ANNUAL REPORT AND FORM 20-F 7
FERRARI N.V. 2023 ANNUAL REPORT AND FORM 20-FFINANCIAL STATEMENTS PART I
BOARD
REPORT
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INDEX
12
Board of Directors
21
Risk Factors
122
Corporate Governance
12
Independent Registered Public
46
Overview
164
Report of the Non-Executive
Accounting Firm
Directors
48
Industry Overview
14
Letter from the Chairman and
266
Risk Management Process and
the Chief Executive Officer
51
Overview of Our Business
Internal Control Systems
18
Introduction
92
Financial Overview
279
Remuneration of Directors
18
Certain Defined Terms and
100
Results of Operations
304
Controls and Procedures
Note on Presentation
19
Forward-Looking Statements
Directors
108
Liquidity and Capital Resources
307
Statement by the Board of
120
2024 Outlook
20
Creating Value for Our
120
Major Shareholders
Shareholders
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BOARD OF DIRECTORS
[Executive Chairman]
John Elkann
[Chief Executive Officer]
Benedetto Vigna
[Vice Chairman]
Piero Ferrari
[Directors]
Delphine Arnault
Francesca Bellettini
Eddy Cue
Sergio Duca
John Galantic
Maria Patrizia Grieco
Adam Keswick
Mike Volpi
INDEPENDENT REGISTERED PUBLIC
ACCOUNTING FIRM
Deloitte Accountants B.V. (AFM Annual Report filing(*)
Deloitte & Touche S.p.A. (Form 20-F filing)(*)
(*) Refer to “Introduction—About this Report” for additional information relating to the AFM
Annual Report filing and the Form 20-F filing.
12
BOARD REPORTFERRARI N.V. 2023 ANNUAL REPORT AND FORM 20-F 13
FERRARI N.V. 2023 ANNUAL REPORT AND FORM 20-FBOARD REPORT LETTER FROM THE CHAIRMAN
AND THE CHIEF EXECUTIVE OFFICER
Dear Shareholders,
We are pleased to report that 2023 has been another year of growth and
achievement for Ferrari.
This is reflected in the record values evinced by all financial indica-
tors. For the first time, our net profit, up 34%, exceeded 1 billion Euro and
the annual EBITDA margin rose to 38.2%. And, as we grow and evolve, we
will continue to stay true to our unique approach – we are committed to
preserving our brand’s exclusivity and maintaining its positioning in ab-
solute luxury.
To begin with racing, Ferrari’s victory at Le Mans in June will remain
etched on all our memories for years to come. It was a special result for
many reasons – it saw our return to the top class of the World Endurance
Championship for the first time in five decades, and it took place on the
centenary of this legendary 24-hour race.
Perhaps, the most gratifying aspect of the Ferrari 499P’s win is that it
was a true team effort – every area of our company worked together seam-
lessly to contribute to our success. Of course our drivers, technicians and
engineers deserve huge credit, but Sports cars and Lifestyle also played
their part in making this an even richer, more unique experience.
There were promising signs for Scuderia Ferrari too, even though
the last Formula 1 season was a difficult one, often short on satisfaction.
We are working tirelessly to return to the competitive level that our tifosi
rightly expect of us.
Everything we do at Ferrari is driven by a continuous will to progress
– and the new models which we launched in 2023 truly exemplify this
ethos. The Roma Spider, the SF90 XX Stradale and the SF90 XX Spider
each raise the bar of technology and design still further, to meet and ex-
ceed our clients’ desires in line with our plan. This extends to our most
passionate racing clientele too: last October, during Finali Mondiali at the
Mugello Circuit, we unveiled the 296 Challenge and the 499P Modificata,
both of which will set new benchmarks in track driving thrills.
Our Ferrari community is bonded by a unique sense of belonging,
which we nurture through memorable events such as Finali Mondiali and
our Cavalcades, this year taking our clients to Rome, Tuscany and Mo-
rocco. Then there was the unforgettable Ferrari Gala, held in New York
last October – an exclusive opportunity to celebrate the special bond be-
tween Ferrari and the United States. In an increasingly digital world, there
is still little to match the power of living and sharing experiences together.
While we continue to evolve, we stay true to our heritage, as shown
by the progress of our lifestyle dimension. One of Ferrari’s principal
brand values is of tradition and innovation – the ability to combine rev-
14
BOARD REPORTFERRARI N.V. 2023 ANNUAL REPORT AND FORM 20-F olutionary technological solutions with exceptional craftsmanship. Our
latest collections, presented during the Milan Fashion Weeks, demon-
strated our potential in this field. Our lifestyle activities are key to build-
ing a stronger bond with fans, as shown by the record popularity of our
museums, which last year saw over 700,000 visits. In parallel, our col-
laborations with carefully selected partners have led to the creation of
many exclusive and desirable products.
One common factor underlies the success of each of our brand’s
souls – the people of Ferrari. They are our greatest strength, and are at
the heart of our company’s initiatives.
To enable our people to continue to grow and innovate, we support
them in many different ways. In 2023, we became the first company in the
luxury sector to achieve Equal-Salary Certification on a global level. Plus,
we have provided our staff with more than 135,000 hours of training over
the year. There is also the renewal of the Competitiveness Award Agree-
ment, and our initiatives aimed at employee well-being, which pay extra
attention to health and work-life balance. Last but not least, we were de-
lighted to introduce a broad-based share ownership plan for our approxi-
mately 5,000 employees, reinvigorating their involvement in company life
and inspiring the sense of belonging that makes our organisation unique.
These initiatives reflect the value we place on our people and ac-
knowledge their boundless ability to innovate, one of the key factors that
will help us attain our goal of becoming carbon neutral by 2030. This is a
priority objective which we will reach by taking concrete and measur-
able steps via a scientific and holistic approach… and by listening to our
people’s ideas. Last year they submitted hundreds of valuable proposals
for improvement to make our work processes even more efficient, near-
ly 400 of which focused on reducing our carbon footprint.
In 2023, thanks to some of these suggestions, we were able to reduce
the direct emissions by 7% in the year, and we built our first prototype
engine from recycled aluminum. We also installed solar panels providing
an extra 2.4 megawatts peak (MWp) in capacity compared to last year.
An additional 1 MWp will become available in the coming months for the
Renewable Energy Community – the first ever energy community in Italy
to be backed by an industrial company for the benefit of its local area.
In Maranello, the transformation and expansion of our facilities con-
tinues apace, across an area of about 100,000 square meters. Construc-
tion of the e-building, where we will also make the electric cars of the fu-
ture, is on schedule. As we expand, our historic links with our local area
grow ever stronger. At the heart of this relationship is our commitment to
education – a cause that was dear to our founder. We remain convinced
that education is the most effective way to ensure a promising future for
the younger generation.
We confirmed our support for education by adding the proceeds
from the New York Gala’s charity auction, allowing us to focus even more
on local projects with global ambitions. This is just one example of the ac-
tive role Ferrari intends to play in the years to come.
Everything we have achieved in 2023 is thanks to the invaluable
support of you, our shareholders. Together, we will pursue continuous
learning and improvement, providing impactful answers and concrete
solutions – not only for Ferrari and the automotive world, but for our
community as a whole.
February 22, 2024
John Elkann
[Executive Chairman]
Benedetto Vigna
[Chief Executive Officer]
15
FERRARI N.V. 2023 ANNUAL REPORT AND FORM 20-FBOARD REPORT 16
BOARD REPORTFERRARI N.V. 2023 ANNUAL REPORT AND FORM 20-F 17
FERRARI N.V. 2023 ANNUAL REPORT AND FORM 20-FBOARD REPORT INTRODUCTION
ABOUT THIS REPORT
This document, referred to hereafter as the “Annu-
al Report and Form 20-F” or “Annual Report”, consti-
tutes both the statutory annual report in accordance
with Dutch legal requirements (“AFM Annual Report”)
and the annual report on Form 20-F (“Form 20-F”), ap-
plicable to Foreign Private Issuers, pursuant to Sec-
tion 13 or 15(d) of the United States (“U.S.”) Securities
Exchange Act of 1934, for Ferrari N.V. for the year
ended December 31, 2023, except as noted below.
For the cross-references of the content of this
document to the Form 20-F requirements please
refer to the “Form 20-F Cross Reference” section in-
cluded elsewhere in this document.
This Annual Report is filed with the Netherlands
Authority for Financial Markets (Autoriteit Financiële
Markten, the “AFM”). The following sections have been
removed for our Annual Report filing with the AFM:
• Form 20-F cover page;
• Corporate Governance — Differences between
Dutch Corporate Governance Practices and
NYSE Listing Standards;
• Report of Independent Registered Public Ac-
counting Firm in respect of Internal Control over
Financial Reporting for the SEC filing;
• Report of Independent Registered Public Ac-
counting Firm in respect of the PCAOB audits of
the 2023 financial statements for the SEC filing;
• Exhibits; and
• Signatures.
This Annual Report and the exhibits hereto are filed
with the U.S. Securities and Exchange Commission
(“SEC”) and unless otherwise stated, all references
in this document to “Form 20-F” refer to the SEC fil-
ing. The following sections have been removed for
our Form 20-F filing with the SEC:
tive Officer;
Conflict minerals;
Client Satisfaction;
sponsible Supply Chain;
• Letter from the Chairman and the Chief Execu-
• Overview of Our Business — Procurement — Re-
• Overview of Our Business — Procurement —
• Overview of Our Business — Client Relations —
• 2024 Outlook;
• Corporate Governance — Disclosures pursuant
• Corporate Governance — Responsibilities in re-
• Non Financial Statement;
• Controls and procedures — Statement by the
• Company Financial Statements;
• Other Information — Additional Information for
to Decree Article 10 EU-Directive on Takeovers;
spect to the Annual Report;
Board of Directors;
Netherlands Corporate Governance; and
• Independent auditor’s report — Report on the
audit of the financial statements 2023 included
in the Annual Report in respect of the AFM filing.
DOCUMENTS ON DISPLAY
The SEC maintains an internet site that contains re-
ports, proxy and information statements, and other
information regarding issuers that file electronically
with the SEC, including the Company, at http://www.
sec.gov. The address of the SEC’s website is provided
solely for information purposes and is not intended to
be an active link. Reports and other information con-
cerning the business of Ferrari may also be inspect-
ed at the offices of the New York Stock Exchange, 11
Wall Street, New York, NY 10005, United States.
We also make our periodic reports as well as
other information filed with or furnished to the SEC
available, free of charge, through our website at
https://www.ferrari.com/en-EN/corporate as soon
as reasonably practicable after those reports and
other information are electronically filed with or fur-
nished to the SEC. The information on our website or
the websites of any other entity is not incorporated
by reference in this document.
This document is a PDF copy of the Annual Re-
port of Ferrari N.V. at and for the year ended Decem-
ber 31, 2023 and is not presented in the ESEF-format
as specified in the Regulatory Technical Standards
on ESEF (Delegated Regulation (EU) 2019/815). The
official Annual Report of Ferrari N.V. in ESEF single
reporting package, as filed with the AFM, is available
on Ferrari’s website.
CERTAIN DEFINED TERMS
AND NOTE ON PRESENTATION
CERTAIN DEFINED TERMS
In this report, unless otherwise specified, the terms
“we”, “our”, “us”, the “Group”, the “Company” and “Fer-
rari” refer to Ferrari N.V., individually or together
with its subsidiaries as the context may require. Ref-
erences to “Ferrari N.V.” refer to the registrant.
NOTE ON PRESENTATION
This Annual Report includes the consolidated fi-
nancial statements of Ferrari N.V. at December 31,
2023 and 2022, and for the years ended December
31, 2023, 2022 and 2021 prepared in accordance
with International Financial Reporting Standards
(“IFRS”) as issued by the International Accounting
Standards Board (“IASB”), as well as IFRS as ad-
opted by the European Union. There is no effect on
these consolidated financial statements resulting
from differences between IFRS as issued by the
IASB and IFRS as adopted by the European Union.
The consolidated financial statements and the
notes to the consolidated financial statements are
18
BOARD REPORTFERRARI N.V. 2023 ANNUAL REPORT AND FORM 20-F referred to collectively as the “Consolidated Finan-
cial Statements”.
Basis of Preparation of the Consolidated Financial
Statements
The Group’s financial information is presented in
Euro. In some instances, information is presented in
U.S. Dollars. All references in this document to “Euro”
and “€” refer to the currency introduced at the start of
the third stage of European Economic and Monetary
Union pursuant to the Treaty on the Functioning of the
European Union, as amended, and all references to
“U.S. Dollars” and “$” refer to the currency of the Unit-
ed States of America (the “United States” or the “U.S.”).
The language of this Annual Report is English.
Certain legislative references and technical terms
have been cited in their original language in order
that the correct technical meaning may be ascribed
to them under applicable law.
The financial data in the section “Financial Over-
view” is presented in millions of Euro, while the per-
centages presented are calculated using the under-
lying figures in thousands of Euro.
Certain totals in the tables included in this docu-
ment may not add due to rounding.
Except otherwise disclosed within this Annual
Report, no significant change has occurred since
the date of the Consolidated Financial Statements.
FORWARD-LOOKING STATEMENTS
Statements contained in this Annual Report, par-
ticularly those regarding our possible or assumed
future performance, competitive strengths, costs,
dividends, reserves and growth as well as industry
growth and other trends and projections, are “for-
ward-looking statements” that contain risks and un-
certainties. In some cases, words such as “may”, “will”,
“expect”, “could”, “should”, “intend”, “estimate”, “antic-
ipate”, “believe”, “remain”, “continue”, “on track”, “suc-
cessful”, “grow”, “design”, “target”, “objective”, “goal”,
“forecast”, “projection”, “outlook”, “prospects”, “plan”,
“guidance” and similar expressions are used to identi-
fy forward-looking statements. These forward-look-
ing statements reflect the respective current views
of Ferrari with respect to future events and involve
significant risks and uncertainties that could cause
actual results to differ materially from those indicat-
ed in the forward-looking statements. Such risks and
uncertainties include, without limitation:
the Ferrari brand;
• our ability to preserve and enhance the value of
• our ability to attract and retain qualified personnel;
• the success of our racing activities;
• our ability to keep up with advances in high per-
formance car technology, to meet the challeng-
es and costs of integrating advanced technolo-
gies, including hybrid and electric, more broadly
into our car portfolio over time and to make ap-
pealing designs for our new models;
• the impact of increasingly stringent fuel econ-
omy, emissions and safety standards, including
the cost of compliance, and any required chang-
es to our products, as well as possible future
bans of combustion engine cars in cities and the
potential advent of self-driving technology;
shortages of components and raw materials;
• increases in costs, disruptions of supply or
• our low volume strategy;
• our ability to successfully carry out our controlled
growth strategy and, particularly, our ability to in-
crease our presence in growth market countries;
• global economic conditions, macro events, pan-
demics and conflicts, including the ongoing con-
flict between Russia and Ukraine and the more
recent hostilities between Israel and Hamas;
• changes in the general economic environment
(including changes in some of the markets in
which we operate) and changes in demand for
luxury goods, including high performance luxu-
ry cars, demand for which is highly volatile;
trends;
bile industry;
• competition in the luxury performance automo-
• changes in client preferences and automotive
• our ability to preserve our relationship with the
• disruptions at our manufacturing facilities in Ma-
• climate change and other environmental im-
automobile collector and enthusiast community;
ranello and Modena;
pacts, as well as an increased focus of regulators
and stakeholders on environmental matters;
• our ability to maintain the functional and effi-
cient operation of our information technology
systems and to defend from the risk of cyberat-
tacks, including on our in-vehicle technology;
• the ability of our current management team to
operate and manage effectively and the reliance
upon a number of key members of executive
management and employees;
which we depend for sales and services;
• the performance of our dealer network on
• product warranties, product recalls and liability
• the sponsorship and commercial revenues and
claims;
expenses of our racing activities, as well as the
popularity of motor sports more broadly;
• the performance of our lifestyle activities;
• our ability to protect our intellectual property
rights and to avoid infringing on the intellectual
property rights of others;
tions of various jurisdictions;
• our continued compliance with customs regula-
• labor relations and collective bargaining agree-
• our ability to ensure that our employees, agents
ments;
and representatives comply with applicable law
and regulations;
• changes in tax, tariff or fiscal policies and regula-
tory, political and labor conditions in the jurisdic-
tions in which we operate;
• our ability to service and refinance our debt;
19
FERRARI N.V. 2023 ANNUAL REPORT AND FORM 20-FBOARD REPORT • exchange rate fluctuations, interest rate chang-
• our ability to provide or arrange for adequate ac-
es, credit risk and other market risks;
cess to financing for our dealers and clients, and
associated risks;
• the adequacy of our insurance coverage to pro-
• potential conflicts of interest due to director and
tect us against potential losses;
officer overlaps with our largest shareholders;
and
• other factors discussed elsewhere in this docu-
ment.
We expressly disclaim and do not assume any liabil-
ity in connection with any inaccuracies in any of the
forward-looking statements in this document or in
connection with any use by any third party of such
forward-looking statements. Actual results could
differ materially from those anticipated in such
forward-looking statements. We do not undertake
an obligation to update or revise publicly any for-
ward-looking statements.
Additional factors which could cause actual re-
sults and developments to differ from those ex-
pressed or implied by the forward-looking state-
ments are included in the section “Risk Factors” of
this Annual Report. These factors may not be ex-
haustive and should be read in conjunction with the
other cautionary statements included in this Annu-
al Report. You should evaluate all forward-looking
statements made in this report in the context of
these risks and uncertainties.
CREATING VALUE FOR
OUR SHAREHOLDERS
Ferrari is among the world’s leading luxury brands
with unique, world-class capabilities, and a vision
built on our historic foundations and strengths.
We are fiercely protective of our brand, which
is among the most iconic and recognizable in the
world and is critical to our value proposition to all of
our stakeholders. We strive to maintain and enhance
the power of our brand and the passion we inspire
in clients and the broader community of automotive
enthusiasts by continuing our rigorous production
and distribution model, which promotes excellence
in innovation, design and uniqueness.
We also support our brand value by promoting
a strong connection to our company and our brand
among the community of Ferrari enthusiasts. We fo-
cus relentlessly on strengthening this connection by
rewarding our most loyal clients through a range of
initiatives, such as driving events and client activities
in Maranello and, most importantly, by providing our
most loyal and active clients with preferential access
to our newest, most exclusive and highest value cars.
As a result, in 2023, we sold approximately 74% of our
new cars to existing Ferrari clients and 40% to cli-
ents being current owners of more than one Ferrari,
which reinforces the demand for our cars and the
image of luxury and exclusivity inherent in our brand.
Our commitment to excellence and our pursuit of
innovation, state-of-the-art performance and distinc-
tion in design and engineering in our luxury cars is
inseparable from our commitment to integrity, trans-
parency and responsibility in conducting our busi-
ness. By fully integrating environmental and social
considerations with economic objectives we are able
to identify potential risks and capitalize on additional
opportunities, resulting in a process of continuous
improvement. Sustainability is a core element of our
governance model and executive management plays
a direct and active role in developing and achieving
our sustainability objectives under the direction of
our Board of Directors. As a clear demonstration of
this commitment, we have strengthened the integra-
tion of environmental topics in our strategic plan by
presenting, in June 2022, a decarbonization strategy
that will help us reach carbon neutrality by 2030.
The foundation of a responsible company rests on
being fully attentive to the nature and extent of this in-
terconnection and our understanding of both the po-
tential effects of our activities and how those effects
can be mitigated through responsible management.
All of the above is strictly linked to our values:
• INDIVIDUAL AND TEAM: Our talented individuals
are our greatest resource. However they can
only pursue the extraordinary by working to-
gether as a team. By fostering integrity, excel-
lence and generosity, we give each of our people
the possibility to express their own full potential
- and to be part of something greater.
• TRADITION AND INNOVATION: Tradition and in-
novation drive each other. The ongoing quest for
lasting firsts is what fuels the Ferrari legend. Our
ability to combine revolutionary technological
solutions with exceptional artisanal craftsman-
ship is what enables us to create icons that stay
timeless in a fast-changing world.
• PASSION AND ACHIEVEMENT: Ferrari’s racing
spirit lives on in emotions that transcend the
road and the track, ultimately becoming an au-
thentic attitude towards life. Nothing excites us
more than setting ambitious targets and expec-
tations - and then exceeding them, to push ev-
ery boundary. It is how the power of passion be-
comes the beauty of achievement.
Ferrari audaciously redefines the limits of possible.
To ensure tangible long-term value creation and
a continuing integration of our sustainability strate-
gy, we place particular emphasis on:
• a governance model based on transparency and
• a safe and eco-friendly working environment in-
integrity, fostering best practices;
cluding excellent working conditions and the ut-
most respect for human rights;
• continuing professional development of our em-
ployees;
20
BOARD REPORTFERRARI N.V. 2023 ANNUAL REPORT AND FORM 20-F • mutually beneficial relationships with busi-
ness partners and the communities in which
we operate;
• mitigation of environmental impacts from our
production processes and the luxury cars we
produce, addressing direct and indirect GHG
emissions, focusing on energy and materials, in
addition to our electrification journey.
The Non Financial Statement of our 2023 Annual Re-
port addresses those aspects of our sustainability ef-
forts that we have identified as being of greatest im-
portance to our internal and external stakeholders.
RISK FACTORS
We face a variety of risks and uncertainties in our
business. Those described below are not the only
risks and uncertainties that we face. Additional risks
and uncertainties that we are unaware of, or that we
currently believe to be immaterial, may also become
important factors that affect us.
RISKS RELATED TO OUR BUSINESS, STRATEGY
AND OPERATIONS
WE MAY NOT SUCCEED IN PRESERVING
AND ENHANCING THE VALUE OF THE FERRARI
BRAND, WHICH WE DEPEND UPON TO DRIVE
DEMAND AND REVENUES.
Our financial performance is influenced by the
perception and recognition of the Ferrari brand,
which, in turn, depends on many factors such as
the design, performance, quality and image of our
cars, the appeal of our dealerships and stores, the
success of our promotional activities including
public relations and marketing, as well as our gen-
eral profile, including our brand’s image of exclusiv-
ity. The value of our brand and our ability to achieve
premium pricing for Ferrari-branded products
may decline if we are unable to maintain the value
and image of the Ferrari brand, including, in par-
ticular, its aura of exclusivity. Maintaining the value
of our brand will depend significantly on our ability
to continue to produce luxury performance cars
of the highest quality. The market for luxury goods
generally and for luxury automobiles in particular is
intensely competitive, and we may not be success-
ful in maintaining and strengthening the appeal of
our brand. Client preferences, particularly among
luxury goods, can vary over time, sometimes rapid-
ly. We are therefore exposed to changing percep-
tions of our brand image, particularly as we seek to
attract new generations of clients and, to that end,
we continuously renovate and expand the range of
our models. For example, the expansion of hybrid
engine technology and electric engine technology
is introducing a significant change in the overall
driver experience compared to the combustion en-
gine cars of our historical models and the customer
long term response to the change, particularly with
respect to fully electric models, remains unknown.
Any failure to preserve and enhance the value of
our brand may materially and adversely affect our
ability to sell our cars, to maintain premium pricing,
and to extend the value of our brand into other ac-
tivities profitably or at all.
More broadly, our lifestyle strategy will signifi-
cantly increase the deployment of our brand in non-
car products and experiences, including a large va-
riety of Ferrari-branded accessories and apparel. If
this strategy is not successful, our brand image may
be diluted or tainted. We selectively license the Fer-
rari brand to third parties that produce and sell Fer-
rari-branded luxury goods and therefore we rely on
our licensing partners to preserve and enhance the
value of our brand. If our licensees or the manufac-
turers of these products do not maintain the stan-
dards of quality and exclusivity that we believe are
consistent with the Ferrari brand, or if such licens-
ees or manufacturers otherwise misuse the Ferrari
brand, our reputation and the integrity and value of
our brand may be damaged and our business, oper-
ating results and financial condition may be materi-
ally and adversely affected.
In addition, given the popularity, competitive-
ness and demographic penetration of social media,
Ferrari must maintain a presence on the principal
established and emerging social media platforms.
If we cannot cost effectively use these marketing
tools, if we fail to promote our products and services
efficiently and effectively or to properly comply with
the applicable laws and regulations, or if our social
media campaigns attract negative media attention
or customer feedback, the value of our brand may
be negatively impacted, as well as our results of op-
erations. The popularity and reach of social media
and other online platforms has also made it increas-
ingly easier for individuals and groups to communi-
cate and share opinions and views. Any negative or
adverse publicity about us, whether or not truthful,
could rapidly disseminate and harm customer and
community perceptions as well as confidence in our
brand and ultimately impact our business, results of
operation and financial condition.
IF WE ARE NOT ABLE TO ATTRACT AND RETAIN
QUALIFIED PERSONNEL, WE MAY NOT BE ABLE
TO MAINTAIN OUR COMPETITIVE POSITION
OR TO IMPLEMENT OUR BUSINESS STRATEGY.
Our success depends, in part, on our continuing abil-
ity to attract, recruit, develop and retain qualified
talent. Failure to do so effectively would adversely
affect our business. Competition to attract talent-
ed employees is intense, and there can be a limited
availability of individuals with the requisite knowl-
edge and relevant experience. In addition, we may
not succeed in instilling our corporate culture and
values in our personnel and we may not be able to
attract, assimilate, develop or retain qualified per-
21
FERRARI N.V. 2023 ANNUAL REPORT AND FORM 20-FBOARD REPORT sonnel in the future. Failure to do so could adversely
affect our business, including our ability to execute
our global business strategy.
OUR BRAND IMAGE DEPENDS IN PART
ON THE SUCCESS OF OUR RACING ACTIVITIES,
PARTICULARLY OUR FORMULA 1 TEAM.
The prestige, identity, and appeal of the Ferrari
brand depends in part on the success of our racing
activities, which are a key component of our mar-
keting strategy and may be perceived by our clients
as a demonstration of the technological capabilities
of our cars, which also support the appeal of other
Ferrari-branded luxury goods. In particular, we are
focused on improving the results of our Scuderia
Ferrari racing team in the Formula 1 World Cham-
pionship and restoring our historical position as
the premier racing team in Formula 1, as our most
recent Drivers’ Championship and Constructors’
Championship were in 2007 and 2008, respective-
ly. If we are unable to attract and retain the neces-
sary talent to succeed in international competitions
or devote the capital necessary to fund successful
racing activities, the value of the Ferrari brand and
the appeal of our cars and other luxury goods may
suffer. Even if we are able to attract such talent and
adequately fund our racing activities, there is no as-
surance that this will lead to competitive success for
our racing teams.
The success of our racing teams depends in par-
ticular on our ability to attract and retain top drivers,
racing team management and engineering talent.
Our primary Formula 1 drivers, team managers and
other key employees of Scuderia Ferrari are critical
to the success of our Scuderia Ferrari racing team
and if we were to lose their services, this could have
a material adverse effect on our success and corre-
spondingly the Ferrari brand. If we are unable to find
adequate replacements or to attract, retain and in-
centivize drivers and team managers, other key em-
ployees or new qualified personnel, the success of
our racing teams may suffer. In addition, the caps on
spending imposed by the Formula 1 governing body
may hinder our ability to restore our racing preem-
inence (See “Our revenues from Formula 1 activities
may decline and our related expenses may grow”). Be-
cause the success of our racing teams forms a large
part of our brand identity, a sustained period without
racing success could detract from the Ferrari brand
and, as a result, from potential clients’ enthusiasm for
the Ferrari brand and their perception of our cars,
which could have an adverse effect on our business,
results of operations and financial condition.
IF WE ARE UNABLE TO KEEP UP WITH ADVANCES
IN HIGH PERFORMANCE CAR TECHNOLOGY, OUR
BRAND AND COMPETITIVE POSITION MAY SUFFER.
lead-
Performance cars are characterized by
ing-edge technology that is constantly evolving. In
particular, advances in racing technology often lead
22
to improved technology in road cars. Although we
invest heavily in research and development, we may
be unable to maintain our leading position in high
performance car technology and, as a result, our
competitive position may suffer. As technologies
change, we plan to upgrade or adapt our cars and
introduce new models in order to continue to pro-
vide cars with the latest technology. However, our
cars may not compete effectively with our com-
petitors’ cars if we are not able to develop, source
and integrate the latest technology into our cars. For
example, in the next few years luxury performance
cars will increasingly transition to hybrid and elec-
tric technology, albeit at a slower pace compared
to mass market vehicles. See “The introduction of
electric technology in our cars is costly and its long-
term success is uncertain”. We are also investing in
connectivity, which requires significant investments
in research and development; we expect that the fu-
ture generation of cars will feature a higher degree
of connectivity for purposes of infotainment, safety
and regulatory compliance. These in-car features
may also in the near-to-medium term be driven by
advances in artificial intelligence (or AI) which may
need to be sourced externally and integrated into
the car technology.
Developing or acquiring and applying new auto-
motive technologies is costly, and may become even
more costly in the future as available technology ad-
vances and competition in the industry increases. If
our research and development efforts do not lead
to improvements in car performance relative to the
competition, or if we are required to spend more to
achieve comparable results, the sales of our cars or
our profitability may suffer.
IF OUR CARS DO NOT PERFORM AS EXPECTED
OUR ABILITY TO DEVELOP, MARKET AND SELL
OUR CARS COULD BE HARMED.
Our cars may contain defects in design and manu-
facture that may cause them not to perform as ex-
pected or that may require repair. There can be no
assurance that we will be able to detect and fix any
defects in the cars prior to their sale to consumers.
Our cars may not perform in line with our clients’
evolving expectations or in a manner that equals or
exceeds the performance characteristics of oth-
er cars currently available. For example, our new-
er cars may not have the durability or longevity of
current cars, and may not be as easy to repair as
other cars currently on the market. Any product de-
fects or any other failure of our performance cars
to perform as expected could harm our reputation
and result in adverse publicity, lost revenue, deliv-
ery delays, product recalls, product liability claims,
harm to our brand and reputation, and significant
warranty and other expenses, and could have a ma-
terial adverse impact on our business, operating
results and financial condition.
BOARD REPORTFERRARI N.V. 2023 ANNUAL REPORT AND FORM 20-F IF OUR CAR DESIGNS DO NOT APPEAL
TO CLIENTS, OUR BRAND AND COMPETITIVE
POSITION MAY SUFFER.
Design and styling are an integral component of our
models and our brand. Our cars have historically
been characterized by distinctive designs combin-
ing the aerodynamics of a sports car with powerful,
elegant lines. We believe our clients purchase our
cars for their appearance as well as their perfor-
mance. However, we will need to renew over time
the style of our cars to differentiate the new mod-
els we produce from older models, and to reflect
the broader evolution of aesthetics in our markets.
We devote great efforts to the design of our cars
and most of our current models are designed by the
Ferrari Design Centre, our in-house design team.
The design of our electric cars and, more general-
ly, of our future models with increased connectivity
features will depart from past designs in appear-
ance and functionality, thereby requiring new skills
and presenting new challenges. If the design of our
future models fails to meet the evolving tastes and
preferences of our clients and prospective clients,
or the appreciation of the wider public, our brand
may suffer and our sales may be adversely affected.
THE INTRODUCTION OF ELECTRIC TECHNOLOGY
IN OUR CARS IS COSTLY AND ITS LONG-TERM
SUCCESS IS UNCERTAIN.
We are gradually introducing electric technology in
our cars and we currently plan to introduce the first
full electric Ferrari in 2025. In accordance with our
strategy, we believe electric technology, together
with hybrid and other advanced technologies, will
be key to providing continuing performance up-
grades to our sports car customers, and will also
help us capture the preferences of the urban, afflu-
ent car purchasers whom we are increasingly tar-
geting, while helping us meet increasingly stricter
emissions requirements.
The integration of electric technology more
broadly into our car portfolio over time may pres-
ent challenges and costs. We expect to continue to
increase research and development spending in
the medium term, particularly on electric technolo-
gy-related projects. Although we expect to price our
cars appropriately to recoup the investments and
expenditures we are making, we cannot be certain
that these expenditures will be fully recovered or
that they will be recovered with our desired mar-
gins. In addition, this transformation of our car tech-
nology creates risks and uncertainties such as the
impact on driver experience and the impact on the
cars’ residual value over time. Other manufactur-
ers of luxury sports cars may be more successful in
implementing electric technology. In the long-term,
although we believe that combustion engines will
continue to be fundamental to the Ferrari driver ex-
perience for the foreseeable future, hybrid and pure
electric cars may become the prevalent technology
for performance sports cars thereby displacing
combustion engine models. See also “If we are un-
able to keep up with advances in high performance
car technology, our brand and competitive position
may suffer.”.
Because electric technology is a core compo-
nent of our strategy, and in the medium term we plan
to increase the portion of our shipments that feature
vehicles with electric technology, if the introduction
of electric cars proves too costly or is unsuccessful
in the market, our business and results of operations
could be materially adversely affected.
NEW OR CHANGING LAWS, REGULATIONS
OR POLICIES OF GOVERNMENTAL ORGANIZATIONS
REGARDING, AMONG OTHER THINGS, INCREASED
FUEL ECONOMY REQUIREMENTS, REDUCED
GREENHOUSE GAS OR POLLUTANT EMISSIONS,
OR VEHICLE SAFETY, MAY HAVE A SIGNIFICANT
EFFECT ON OUR COSTS OF OPERATION
AND/OR HOW WE DO BUSINESS.
We are subject throughout the world to comprehen-
sive and constantly evolving laws, regulations and
policies. We expect the extent of the legal and regu-
latory requirements affecting our business and our
costs of compliance to continue to increase signifi-
cantly in the future. Failure to comply with applicable
laws and regulatory requirements, in addition to the
fines it may attract, may negatively impact our busi-
ness, results of operation and financial condition as
well as our reputation.
In Europe and the United States, for example,
significant governmental regulation is driven by en-
vironmental, fuel economy, vehicle safety and noise
emission concerns. Evolving regulatory require-
ments could significantly affect our product devel-
opment plans and may limit the number and types
of cars we sell and where we sell them, which may
affect our revenue and profitability. Governmental
regulations may increase the costs we incur to de-
sign, develop and produce our cars and may affect
our product portfolio. Regulation may also result in a
change in the character or performance character-
istics of our cars, which may render them less ap-
pealing to our clients. We anticipate that the number
and extent of these regulations, and their effect on
our cost structure and product line-up, will increase
significantly in the future.
In the United States, there is increasing focus on
emissions and pollution regulations in light of chang-
ing policies under the current administration. New
regulations are in the process of being developed,
and many existing and potential regulatory initiatives
are subject to review by federal or state agencies or
the courts. However, the coming federal elections
throw considerable uncertainty on future changes.
In May 2023, the US Environmental Protection Agen-
cy (EPA) released its 2027 and later Multi-Pollutant
Rulemaking proposal, introducing among other re-
quirements, stricter emission standards (e.g. par-
ticulate matter) and a potential ban of fuel enrich-
23
FERRARI N.V. 2023 ANNUAL REPORT AND FORM 20-FBOARD REPORT ment for component protection. Moreover, special
provisions for SVMs have almost been completely
eliminated; i.e. GHG alternative standards are re-
moved from model year 2025 and no flexibility on
exhaust emission standards are provided. Depend-
ing on the requirements included in the final rule, the
costs of compliance associated with Multi-Pollutant
Rulemaking may be substantial.
In addition, we are subject to legislation relating
to the emission of other air pollutants such as, among
others, the EU “Euro 6” standards and Real Driving
Emissions (RDE) standards, the “Tier 3” Motor Vehi-
cle Emission and Fuel Standards issued by the U.S.
Environmental Protection Agency (“EPA”), and the
Zero Emission Vehicle regulation in California, which
are subject to similar derogations for Small Volume
Manufacturers (“SVMs”). We lost our status as an
SVM for the United States National Highway Traffic
Safety Administration (“NHTSA”) in 2019, because our
global production exceeded 10,000 vehicles, but we
have not lost our SVM status for EU CO2 regulations
or for EPA GHG regulations in the United States. In
2021, 2022 and 2023, our global production exceed-
ed 10,000 vehicles again and therefore we were no
longer considered a SVM by the NHTSA for the mod-
el years 2021, 2022 and 2023. We purchased the fuel
economy (“CAFE”) credits needed to fulfill both our
2021 and 2022 deficits and we are currently evalu-
ating the purchase of credits for 2023. We expect to
continue to purchase credits in the coming years if
required. We could lose our status as an SVM in the
EU, the United States and other countries if we do not
continue to meet all of the necessary eligibility criteria
under applicable regulations as they evolve, not only
in relation to volumes but also in relation to the con-
ditions of operational independence. In order to meet
these criteria we may need to modify our growth
plans or other operations. Furthermore, even if we
continue to benefit from derogations as an SVM, we
may have a substantial impact on our financial results.
As the state of California has been granted special
authority under the Clean Air Act to set its own vehi-
cle emission standards, the California Air Resourc-
es Board (“CARB”) enacted regulations under which
manufacturers of vehicles for certain model years
that are in compliance with the EPA greenhouse gas
emissions regulations are also deemed to be in com-
pliance with California’s greenhouse gas emission
regulations (the so-called “deemed to comply” pro-
vision). These regulations have evolved over time. In
2018, the CARB amended its existing regulations to
clarify that the “deemed to comply” provision would
not be available for certain model years if the EPA stan-
dards for those years were altered via an amendment
of federal regulations and, in 2019, EPA announced a
decision to withdraw California’s waiver of preemp-
tion under the Clean Air Act. In this decision, the EPA
also affirmed the NHTSA’s authority to set nationally
applicable regulatory standards under the preemp-
tion provisions of the Energy Policy and Conservation
Act (EPCA). On March 9, 2022, the EPA rescinded its
withdrawal of the waiver for California’s light-duty ve-
hicle GHG and zero emission vehicle (ZEV) standards.
California and Section 177 states may again enforce
those standards. Subsequently, CARB clarified that
the compliance with CARB’s GHG regulations is ex-
24
BOARD REPORTFERRARI N.V. 2023 ANNUAL REPORT AND FORM 20-F pected from model year 2021 for all manufacturers.
Ferrari meets the requirements to be classified as
an SVM based on the relevant regulations in the state
of California. Therefore, in 2023, in agreement with
CARB, Ferrari petitioned for SVM 2021-2025 alterna-
tive standards. No official approval has been received
from CARB to date. It may be necessary also to in-
crease the number of tests to be performed in order
to follow the CARB specific procedures.
In relation to the safety legislation framework,
in December 2023, NHTSA published an advanced
notice of proposed rulemaking as a first regulatory
step to introduce a new FMVSS regulation providing
requirements for new technologies to prevent driver
distraction, drowsiness, and drunk impaired driving.
The costs of compliance associated with these and
similar rulemaking may be substantial.
Other governments around the world, such as those
in Canada, South Korea, China and certain Middle
Eastern countries, are also creating new policies
to address these issues which could be even more
stringent than the U.S. or European requirements. As
in the United States and Europe, these government
policies if applied to us could significantly affect our
product development plans. Under these existing
regulations, as well as new or stricter rules or poli-
cies, we could be subject to sizable civil penalties or
have to restrict or modify product offerings drasti-
cally to remain in compliance. We may have to incur
substantial capital expenditures and research and
development expenditures to upgrade products and
manufacturing facilities, which would have an impact
on our cost of production and results of operation.
In the future, the advent of self-driving technology
may result in regulatory changes that we cannot
predict but may include limitations or bans on hu-
man driving in specific areas. In 2020 the European
Commission issued its new digital strategy policies
and in 2022 its new digital strategy, which represent
a priority in the European Commission’s regulatory
agenda. Although no regulations have been issued in
this regard, the European Commission has showed
a determination to strengthen Europe’s digital sov-
ereignty and role as a standard setter, with a clear
focus on data, technology, and infrastructure.
Similarly, driving bans on combustion engine
vehicles could be imposed, particularly in metropol-
itan areas, as a result of progress in electric and hy-
brid technology. Several others regulations are also
emerging to take into account the non-exhaust emis-
sions such as brakes and tires particulate emissions
and the environmental impact of the electric and hy-
brid vehicles components, with a particular focus on
batteries and waste batteries.
To comply with current and future environmen-
tal rules in all markets in which we sell our cars, we
may have to incur substantial capital expenditure
and research and development expenditure to up-
grade products and manufacturing facilities, which
would have an impact on our cost of production and
results of operations.
For a description of the regulations referred to
in the paragraphs above please see “Overview of
Our Business—Regulatory Matters”.
25
FERRARI N.V. 2023 ANNUAL REPORT AND FORM 20-FBOARD REPORT WE DEPEND ON OUR SUPPLIERS, MANY OF WHICH
ARE SINGLE SOURCE SUPPLIERS; AND IF THESE
SUPPLIERS FAIL TO DELIVER NECESSARY RAW
MATERIALS, COMPONENTS, PARTS, SYSTEMS,
SERVICES OR INFRASTRUCTURE OF APPROPRIATE
QUALITY IN A TIMELY MANNER, OUR OPERATIONS
MAY BE DISRUPTED.
Our business depends on a significant number of
suppliers, which provide the raw materials, com-
ponents, parts, systems, services and infrastruc-
ture we require to manufacture cars and parts and
to operate our business. We use a variety of raw
materials in our business, including aluminum, and
precious metals such as palladium and rhodium.
We source materials from a limited number of sup-
pliers. We cannot guarantee that we will be able to
maintain access to these raw materials, and in some
cases this access may be affected by factors out-
side of our control and the control of our suppliers.
In addition, prices for these raw materials fluctuate
and while we seek to manage this exposure, we may
not be successful in mitigating these risks.
As with raw materials, we are also at risk of supply
disruption and shortages in parts and components
we purchase for use in our cars. We source a vari-
ety of key components from third parties, including
transmissions, brakes, driving-safety systems, navi-
gation systems, mechanical, electrical and electron-
ic parts, plastic components as well as castings and
tires, which makes us dependent upon the suppliers
of such components. In coming years, we will also
require a greater number of components for hybrid
and electric engines as we continue to deploy hybrid
and electric technology in our cars, and we expect
producers of these components will be called upon
to increase the levels of supply as the shift to hybrid
or electric technology gathers pace in the industry.
While we obtain components from multiple sources
whenever possible, similar to other small volume car
manufacturers, most of the key components we use
in our cars are purchased by us from single source
suppliers. We generally do not qualify alternative
sources for most of the single-sourced components
we use in our cars and we do not maintain long-term
agreements with a number of our suppliers. Further-
more, we have limited ability to monitor the financial
stability of our suppliers.
While we believe that we may be able to estab-
lish alternate supply relationships and can obtain
or engineer replacement components for our sin-
gle-sourced components, we may be unable to do
so in the short term, or at all, at prices or costs that
we believe are reasonable. Qualifying alternate sup-
pliers or developing our own replacements for cer-
tain highly customized components of our cars may
be time consuming, costly and may force us to make
costly modifications to the designs of our cars.
Moreover, as the lifecycle of several components
becomes shorter in light of the technological shift
affecting the industry, a number of the components
we use in our production processes may become in
the near term obsolete, which will require us to im-
plement new procurement strategies. Those strate-
gies may not be successful and we may not be able
to source new components in a timely manner or
at competitive prices, and our results of operations
may be adversely affected.
In the past, we have replaced certain suppliers
because they failed to provide components that met
our quality control standards. The loss of any single
or limited source supplier or the disruption in the
supply of components from these suppliers could
lead to delays in car deliveries to our clients, which
could adversely affect our relationships with our
clients and also materially and adversely affect our
operating results and financial condition. The supply
of raw materials, parts and components may also be
disrupted or interrupted by natural disasters, or by
unexpected fluctuations in market demand and sup-
ply, such as the global shortage of semiconductors
that impacted the automotive industry in particular,
primarily in 2021. If any major disasters occur, such
as earthquakes, fires, floods, hurricanes, wars, ter-
rorist attacks, pandemics or other events, our sup-
ply chain may be disrupted, which may stop or delay
production and shipment of our cars. The ongoing
conflict between Russia and Ukraine, the recogni-
tion by Russia of the independence of the self-pro-
claimed republics of Donetsk and Luhansk, in the
Donbas region of Ukraine and the resulting geopolit-
ical tensions continue to have a significant impact on
the global economy resulting in a sharp increase in
energy prices and higher prices for certain raw ma-
terials and goods and services, which in turn is con-
tributing to higher inflation globally. The Russian/
Ukrainian conflict has continued to escalate without
a resolution expected in the near future, with the
short and long-term impact on financial and busi-
ness conditions in Europe remaining highly uncer-
tain. Many governments around the world, including
those of the United States, the European Union and
Japan, have announced the imposition of sanctions
on certain industry sectors and parties in Russia
and the regions of Donetsk and Luhansk, as well as
enhanced export controls on certain industries and
products, including luxury goods, and the exclusion
of certain Russian financial institutions from the
SWIFT system. On March 11, 2022, the President of
the United States issued an executive order prohib-
iting exports to Russia of luxury goods (including
luxury transportation items such as automobiles
and racing cars). Shortly thereafter, on March 15,
2022, the Council of the European Union imposed
new sanctions on Russia prohibiting the export of
luxury goods having a value in excess of €300 per
item. These and any additional sanctions and export
controls, as well as any counterresponses by the
governments of Russia or other jurisdictions, could
adversely affect, directly or indirectly, our supply
chain, with negative implications on the availabili-
ty and prices of raw materials, and our customers,
as well as the global financial markets and financial
services industry. See also “We are subject to risks
26
BOARD REPORTFERRARI N.V. 2023 ANNUAL REPORT AND FORM 20-F 27
FERRARI N.V. 2023 ANNUAL REPORT AND FORM 20-FBOARD REPORT related to pandemics or public health crises that may
materially and adversely affect our business” for a
discussion of widespread public health crises which
may affect our supply chain directly or indirectly.
Changes in our supply chain have in the past
resulted and may in the future result in increased
costs and delays in car production. We have also ex-
perienced cost increases from certain suppliers in
order to meet our quality targets and development
timelines and because of design changes that we
have made, and we may experience similar cost in-
creases in the future. We are negotiating with ex-
isting suppliers for cost reductions, seeking new
and less expensive suppliers for certain parts, and
attempting to redesign certain parts to make them
less expensive to produce. If we are unsuccessful
in our efforts to control and reduce supplier costs
while maintaining a stable source of high quality
supplies, our operating results will suffer. Addition-
ally, cost reduction efforts may disrupt our normal
production processes, thereby harming the quality
or volume of our production.
Furthermore, if our suppliers fail to provide com-
ponents in a timely manner or at the level of quality
necessary to manufacture our cars, our clients may
face longer waiting periods which could result in neg-
ative publicity, harm our reputation and relationship
with clients and have a material adverse effect on our
business, operating results and financial condition.
OUR LOW VOLUME STRATEGY MAY LIMIT
POTENTIAL PROFITS, AND IF VOLUMES INCREASE
OUR BRAND EXCLUSIVITY MAY BE ERODED.
A key to the appeal of the Ferrari brand and our mar-
keting strategy is the aura of exclusivity and the sense
of luxury which our brand conveys. A central facet to
this exclusivity is the limited number of models and
cars we produce and our strategy of maintaining
our car waiting lists to reach the optimal combina-
tion of exclusivity and client service. Our low volume
strategy is also an important factor in the prices that
our clients are willing to pay for our cars. This focus
on maintaining exclusivity limits our potential sales
growth and profits compared to manufacturers less
reliant on the exclusivity of their products.
On the other hand, our current growth strategy
contemplates a measured but significant increase in
car sales above current levels as we target a larger
customer base and modes of use, we increase our
focus on reaching a younger customer base and
creating new Ferrari collectors, and our product
portfolio evolves with a broader product range. We
sold 13,663 cars in 2023 compared to 11,155 cars in
2021 and 7,255 cars in 2014, the year before our ini-
tial public offering, and sales are expected to contin-
ue to increase gradually.
In pursuit of our strategy, we may be unable to main-
tain the exclusivity of the Ferrari brand. If we are
unable to balance brand exclusivity with increased
production, we may erode the desirability and ulti-
mately the consumer demand or relative pricing for
our cars. As a result, if we are unable to increase car
production meaningfully or introduce new car mod-
els without eroding the image of exclusivity in our
brand we may be unable to significantly increase
our revenues.
THE SMALL NUMBER OF CAR MODELS
WE PRODUCE AND SELL MAY RESULT IN GREATER
VOLATILITY IN OUR FINANCIAL RESULTS.
We depend on the sales of a small number of car
models to generate our revenues. Our current
product portfolio consists of eight Range models,
four Special Series models and one strictly limited
edition Icona model. In 2022, with the launch of the
Purosangue and the 296 GTS, we met our previously
announced objective of introducing 15 new models
by 2022 (as announced at our Capital Markets Day in
September 2018), which is unprecedented for Fer-
rari over a similar time frame. At our Capital Markets
Day in June 2022, we announced our plan to introduce
15 new models over the period from 2023 to 2026. In
2023, we launched five new models: the Roma Spi-
der, the SF90 XX Stradale and SF90 XX Spider (the
first ever street legal XX models), the 296 Challenge
and the 499P Modificata. Despite our expanded of-
fering, a limited number of models will continue to
account for a large portion of our revenues at any
given time in the foreseeable future, compared to
other automakers. Therefore, a single unsuccess-
ful new model would harm us more than it would
other automakers. There can be no assurance that
our cars will continue to be successful in the mar-
ket, or that we will be able to launch new models on
a timely basis compared to our competitors. It gen-
erally takes several years from the beginning of the
development phase to the start of production for a
new model and the car development process is cap-
ital intensive. As a result, we would likely be unable
to replace quickly the revenue lost from one of our
main car models if it does not achieve market accep-
tance. Furthermore, our revenues and profits may
also be affected by our Special Series and limited
edition models (including the Icona limited editions)
that we launch from time to time and which are typ-
ically priced higher than our range models. There
can be no assurance that we will be successful in de-
veloping, producing and marketing additional new
cars (including our Special Series and limited edition
models) to sustain sales growth in the future.
OUR CONTROLLED GROWTH STRATEGY
EXPOSES US TO RISKS.
Our growth strategy includes a controlled expansion
of our sales and operations, including the launch-
ing of new car models and expanding sales, as well
as dealer operations and workshops, in targeted
growth regions internationally. In particular, our
growth strategy includes the opportunity for us to
expand operations in regions and markets that we
have identified as having relatively high growth po-
28
BOARD REPORTFERRARI N.V. 2023 ANNUAL REPORT AND FORM 20-F tential. We may encounter difficulties in entering and
establishing ourselves in these markets, including
in establishing new successful dealership networks
and facing more significant competition from com-
petitors that are already present in those regions.
Our growth depends on the continued success of
our existing cars, as well as the successful introduc-
tion of new cars. Our ability to create new cars and
to sustain existing car models is affected by whether
we can successfully anticipate and respond to con-
sumer preferences and car trends. The failure to de-
velop successful new cars or delays in their launch
that could result in others bringing new products and
leading-edge technologies to the market first, could
compromise our competitive position and hinder the
growth of our business. As part of our growth strat-
egy, we broadened the range of our models to cap-
ture additional customer demand for different types
of vehicles and modes of utilization. In 2022, with the
launch of the Purosangue and the 296 GTS, we met
our previously announced objective of introducing
15 new models by 2022 (as announced at our Capital
Markets Day in September 2018), which is unprece-
dented for Ferrari over a similar time frame. At our
Capital Markets Day in June 2022, we announced
our plan to introduce 15 new models over the peri-
od from 2023 to 2026. In 2023, we launched five new
models: the Roma Spider, the SF90 XX Stradale and
SF90 XX Spider (the first ever street legal XX models),
the 296 Challenge and the 499P Modificata. In addi-
tion, we are gradually but rapidly expanding the use
of hybrid and electric technology in our road cars
as we broaden and expand our product portfolio. In
2023, hybrid cars represented 44% of our shipments.
While we will seek to ensure that these changes re-
main fully consistent with the Ferrari car identity, we
cannot be certain that they will prove profitable and
commercially successful.
Our controlled growth strategy may expose us
to new business risks that we may not have the ex-
pertise, capability or the systems to manage. This
strategy will also place significant demands on us
by requiring us to continuously evolve and improve
our operational, financial and internal controls. Con-
tinued expansion also increases the challenges in-
volved in maintaining high levels of quality, manage-
ment and client satisfaction, recruiting, training and
retaining sufficiently skilled management, technical
and marketing personnel. If we are unable to man-
age these risks or meet these demands, our growth
prospects and our business, results of operations
and financial condition could be adversely affected.
We continuously improve our international net-
work footprint and skill set. We also plan to open addi-
tional retail stores in international markets. We do not
yet have significant experience directly operating in
many of these markets, and in many of them we face
established competitors. Many of these countries
have different operational characteristics, including
but not limited to employment and labor, transporta-
tion, logistics, real estate, environmental regulations
and local reporting or legal requirements.
Consumer demand and behavior, as well as tastes
and purchasing trends may differ in these markets,
and as a result, sales of our products may not be suc-
cessful, or the margins on those sales may not be in
line with those we currently anticipate. Furthermore,
such markets will have upfront short-term invest-
ment costs that may not be accompanied by suffi-
cient revenues to achieve typical or expected opera-
tional and financial performance and therefore may
be dilutive to us in the short-term. In many of these
countries, there is significant competition to attract
and retain experienced and talented employees.
if our
Consequently,
international expansion
plans are unsuccessful, our business, results of op-
erations and financial condition could be materially
adversely affected.
GLOBAL ECONOMIC CONDITIONS AND MACRO
EVENTS MAY ADVERSELY AFFECT US.
Our sales volumes and revenues may be affect-
ed by overall general economic conditions within
the various countries in which we operate. Deteri-
orating general economic conditions may affect
disposable incomes and reduce consumer wealth
impacting client demand, particularly for luxury
goods, which may negatively impact our profitabil-
ity and put downward pressure on our prices and
volumes. Furthermore, during recessionary peri-
ods, social acceptability of luxury purchases may
decrease and higher taxes may be more likely to
be imposed on certain luxury goods including our
cars, which may affect our sales. Adverse econom-
ic conditions may also affect the financial health
and performance of our dealers in a manner that
will affect sales of our cars or their ability to meet
their commitments to us.
The luxury performance car market is generally
affected by global macroeconomic conditions and
many factors affect the level of consumer spending
in the luxury performance car industry, including the
state of the economy as a whole, stock market per-
formance, interest and exchange rates, inflation, po-
litical uncertainty, the availability of consumer credit,
tax rates, unemployment levels and other matters
that influence consumer confidence. In general, al-
though our sales have historically been compara-
tively resilient in periods of economic turmoil, sales
of luxury goods tend to decline during recessionary
periods when the level of disposable income tends
to be lower or when consumer confidence is low.
Global economic growth slowed sharply in the re-
cent years and a recovery in 2024 is uncertain. In ad-
dition, significant inflationary pressures appeared
in 2021 in many of the markets in which we operate
and this trend was exacerbated in 2022. While infla-
tion recorded in 2023 was more moderate than in
2022, if inflation remains elevated or increases in the
future we could face further increases in the costs
we incur for raw materials, utilities or services,
which could adversely affect our business and re-
sults of operations if we are not able to pass on the
29
FERRARI N.V. 2023 ANNUAL REPORT AND FORM 20-FBOARD REPORT increased costs to our customers or successfully
implement other mitigating actions. Following the
rise in inflation, several main central banks raised in-
terest rates rapidly over the course of 2022 and part
of 2023. While certain central banks now appear to
follow a softer monetary stance, a higher cost of
borrowing compared to recent historical periods
may persist in the market. Such increases could
impact our ability to obtain affordable financing or
could make our cars less affordable to clients, which
could cause consumers to delay the purchase of our
cars or to purchase less expensive cars.
We distribute our products internationally and
we may be affected by downturns in general eco-
nomic conditions or uncertainties regarding future
economic prospects that may impact the countries
in which we sell a significant portion of our prod-
ucts. In particular, the majority of our current sales
are in the EU and in the United States; if we are un-
able to expand in other growth markets, a down-
turn in mature economies such as the EU and the
United States may negatively affect our financial
performance. In addition, uncertainties regarding
future trade arrangements and industrial policies in
various countries or regions create additional mac-
roeconomic risk. In the United States, any policy to
discourage import into the United States of vehicles
produced elsewhere could adversely affect our op-
erations. Any new policies may have an adverse ef-
fect on our business, financial condition and results
of operations. In general, the banking, economic and
monetary crisis, as well as the escalating energy
prices triggered by the ongoing conflict between
Russia and Ukraine, as well as conflicts elsewhere
in the world (including the conflict between Israel
and Hamas which has the potential for escalation in
the region), may reduce customers’ interest for, and
financial ability to buy, luxury products. Although
Mainland China, Hong Kong and Taiwan only repre-
sented 10 percent of our net revenues in 2023 and
is expected to represent a limited proportion of our
growth in the short term, slowing economic condi-
tions in Mainland China, Hong Kong and Taiwan may
adversely affect our revenues in that region. A sig-
nificant decline in the EU, the global economy or in
the specific economies of our markets, or in con-
sumers’ confidence, could have a material adverse
effect on our business. See also “Developments in
China and other growth markets may adversely af-
fect our business”.
Additionally, sanctions and export controls
which could be introduced as a result of geopoliti-
cal tensions and conflicts could adversely affect, di-
rectly or indirectly, our supply chain and customers,
as well as the global financial markets and financial
services industry. See also “We depend on our sup-
pliers, many of which are single source suppliers;
and if these suppliers fail to deliver necessary raw
materials, systems, components and parts of appro-
priate quality in a timely manner, our operations may
be disrupted”.
WE ARE SUBJECT TO RISKS RELATED
TO EPIDEMICS, PANDEMICS OR OTHER PUBLIC
HEALTH CRISES THAT MAY MATERIALLY
AND ADVERSELY AFFECT OUR BUSINESS.
Public health crises such as epidemics, pandemics
or similar outbreaks could adversely impact our
business. From 2020 to 2022, the global spread of
COVID-19, including variants thereof, led to govern-
ments around the world mandating increasingly re-
strictive measures to contain the pandemic, includ-
ing social distancing, quarantine, “shelter in place”
or similar orders, travel restrictions and suspension
of non-essential business activities. The COVID-19
pandemic caused significant disruption to the global
economy, including changes in consumer spending
and behavior, disruption to supply chains and finan-
cial markets, as well as restrictions on business and
individual activities, leading to a global economic
slowdown and a severe recession in several of the
markets in which we operate, which may reverber-
ate after all restrictions are lifted. Our operations
were also profoundly disrupted, with our produc-
tion suspended at our two plants for several months
in 2020, and our suppliers and dealers were similar-
ly affected. Governmental restrictions were lifted
and partly reintroduced reflecting developments in
the pandemic. Future pandemics may have similar,
or worse, impacts on our operations.
Furthermore, pandemics or other widespread
public health crises may lead to financial distress for
our suppliers or dealers, as a result of which they
may have to permanently discontinue or substantial-
ly reduce their operations.
Any of the foregoing could limit customer de-
mand or our capacity to meet customer demand
and have a material adverse effect on our business,
results of operations and financial condition.
Pandemics or other widespread public health
crises may also exacerbate other risks disclosed in
this section, including, but not limited to, our com-
petitiveness, demand for our products, shifting
consumer preferences, exchange rate fluctuations,
customers’ and dealers’ access to affordable fi-
nancing, and credit market conditions affecting the
availability of capital and financial resources.
WE FACE COMPETITION IN THE LUXURY
PERFORMANCE CAR INDUSTRY.
We face competition in all product categories and
markets in which we operate. We compete with oth-
er international luxury performance car manufac-
turers which own and operate well-known brands of
high-quality cars, some of which form part of larger
automotive groups and may have greater financial
resources and bargaining power with suppliers than
we do, particularly in light of our policy to maintain
low volumes in order to preserve and enhance the
exclusivity of our cars. In addition, several other man-
ufacturers have recently entered or are attempting
to enter the upper end of the luxury performance
30
BOARD REPORTFERRARI N.V. 2023 ANNUAL REPORT AND FORM 20-F car market, including with advanced electric tech-
nology, thereby increasing competition. We believe
that we compete primarily on the basis of our brand
image, the performance and design of our cars, our
reputation for quality and the driving experience for
our customers. If we are unable to compete success-
fully, our business, results of operations and financial
condition could be adversely affected.
OUR BUSINESS IS SUBJECT TO CHANGES IN CLIENT
PREFERENCES AND TRENDS IN THE AUTOMOTIVE
AND LUXURY INDUSTRIES.
Our continued success depends in part on our abili-
ty to originate and define products and trends in the
automotive and luxury industries, as well as to antic-
ipate and respond promptly to changing consum-
er demands and automotive trends in the design,
styling, technology, production, merchandising and
pricing of our products. Our products must appeal
to a client base whose preferences cannot be pre-
dicted with certainty and are subject to rapid change.
Evaluating and responding to client preferences has
become even more complex in recent years, due to
our expansion in new geographical markets. The in-
troduction of hybrid and electric technology and the
associated changes in customer preferences that
may follow are also a challenge we will face in future
periods. See also “If we are unable to keep up with
advances in high performance car technology, our
brand and competitive position may suffer” and “The
introduction of electric technology in our cars is cost-
ly and its long-term success is uncertain”. In addition,
there can be no assurance that we will be able to pro-
duce, distribute and market new products efficiently
or that any product category that we may expand or
introduce will achieve sales levels sufficient to gen-
erate profits. Furthermore this risk is particularly
pronounced as we expand in accordance with our
strategy into adjacent segments of the luxury indus-
try, where we do not have a level of experience and
market presence comparable to the one we have
in the automotive industry. Any of these risks could
have a material adverse effect on our business, re-
sults of operations and financial condition.
DEMAND FOR LUXURY GOODS, INCLUDING LUXURY
PERFORMANCE CARS, IS VOLATILE, WHICH MAY
ADVERSELY AFFECT OUR OPERATING RESULTS.
Volatility of demand for luxury goods, in particular
luxury performance cars, may adversely affect our
business, operating results and financial condition.
The market in which we sell our cars is subject to
volatility in demand. Demand for luxury automobiles
depends to a large extent on general, economic, po-
litical and social conditions in a given market as well
as the introduction of new vehicles and technologies.
Global economic growth slowed sharply in 2022,
stabilized in 2023 and the outlook for 2024 is uncer-
tain. As a luxury performance car manufacturer and
low volume producer, we compete with larger auto-
mobile manufacturers many of which have greater
financial resources in order to withstand changes
in the market and disruptions in demand. Demand
for our cars may also be affected by factors direct-
ly impacting the cost of purchasing and operating
automobiles, such as the availability and cost of fi-
nancing, prices of raw materials and parts and com-
ponents, fuel costs and governmental regulations,
including tariffs, import regulation and other taxes,
including taxes on luxury goods, resulting in limita-
tions to the use of high performance sports cars or
luxury goods more generally. Volatility in demand
may lead to lower car unit sales, which may result in
downward price pressure and adversely affect our
business, operating results and financial condition.
The impact of a luxury market downturn may be par-
ticularly pronounced for the most expensive among
our car models, which generate a more than pro-
portionate amount of our profits, therefore exacer-
bating the impact on our results. In addition, these
effects may have a more pronounced impact on us
given our low volume strategy and relatively smaller
scale as compared to large global mass-market au-
tomobile manufacturers.
THE VALUE OF OUR BRAND DEPENDS IN PART
ON THE AUTOMOBILE COLLECTOR
AND ENTHUSIAST COMMUNITY.
An important factor in the connection of clients to
the Ferrari brand is our strong relationship with the
global community of automotive collectors and en-
thusiasts, particularly collectors and enthusiasts of
Ferrari automobiles. This is influenced by our close
ties to the automotive collectors’ community and
our support of related events (such as car shows
and driving events) at our headquarters in Maranello
and through our dealers, the Ferrari museums and
affiliations with regional Ferrari clubs. The support
of this community also depends upon the percep-
tion of our cars as collectibles, which we also sup-
port through our Ferrari Classiche services, and the
active resale market for our automobiles which en-
courages interest over the long-term. The increase
in the number of cars we produce relative to the
number of automotive collectors and purchasers
in the secondary market may adversely affect our
cars’ value as collectible items and in the secondary
market more broadly.
If there is a change in collector appetite or dam-
age to the Ferrari brand, our ties to, and the support
we receive from, this community may be dimin-
ished. Such a loss of enthusiasm for our cars from
the automotive collectors’ community could harm
the perception of the Ferrari brand and adversely
impact our sales and profitability.
WE DEPEND ON OUR MANUFACTURING
FACILITIES IN MARANELLO AND MODENA.
We assemble all of the cars that we sell and manu-
facture, and all of the engines we use in our cars, at
31
FERRARI N.V. 2023 ANNUAL REPORT AND FORM 20-FBOARD REPORT our production facility in Maranello, Italy, where we
also have our corporate headquarters. We manu-
facture all of our car chassis in a nearby facility in
Modena, Italy. Our Maranello or Modena plants could
become unavailable either permanently or tempo-
rarily for a number of reasons, including contamina-
tion, power shortage or labor unrest. Alternatively,
changes in law and regulation, including export, tax
and employment laws and regulations, or econom-
ic conditions, including wage inflation, could make
it uneconomic for us to continue manufacturing
our cars in Italy. In the event that we were unable to
continue production at either of these facilities or it
became uneconomic for us to continue to do so, we
would need to seek alternative manufacturing ar-
rangements which would take time and reduce our
ability to produce sufficient cars to meet demand.
Moving manufacturing to other locations may also
affect the perception of our brand and car quality
among our clients. Such a transfer would materially
reduce our revenues and could require significant
investment, which as a result could have a material
adverse effect on our business, results of opera-
tions and financial condition.
Maranello and Modena are located in the Emil-
ia-Romagna region of Italy which has the potential for
seismic activity. For instance, in 2012 a major earth-
quake struck the region, causing production at our
facilities to be temporarily suspended for one day. If
major disasters such as earthquakes, fires, floods,
hurricanes, wars, terrorist attacks, pandemics or
other events occur, our headquarters and produc-
tion facilities may be seriously damaged, or we may
stop or delay production and shipment of our cars.
Such damage from disasters or unpredictable events
could have a material adverse impact on our busi-
ness, results from operations and financial condition.
WE ARE SUBJECT TO RISKS ASSOCIATED WITH
CLIMATE CHANGE AND OTHER ENVIRONMENTAL
IMPACTS, AS WELL AS AN INCREASED FOCUS
OF REGULATORS AND STAKEHOLDERS
ON ENVIRONMENTAL MATTERS.
Global climate change is resulting, and is expected to
continue to result, in natural disasters and extreme
weather, such as drought, wildfires, storms, sea-lev-
el rise, flooding, heat waves and cold waves, occur-
ring more frequently or with greater intensity. Such
extreme events are driving changes in market dy-
namics, stakeholder expectations, local, national and
international climate change policies and regulations.
We are subject to climate-related risks where
we conduct our business. Physical impacts of cli-
mate change, including natural disasters and ad-
verse weather, could result in disruptions to us,
our suppliers, vendors, customers and logistics
hubs. These risks may also exacerbate other risks
disclosed in this “Risk Factors” section, including
but not limited to, our competitiveness, demand
for our products, shifting consumer preferences,
availability and price of raw materials, and concen-
tration of our production activities in Maranello
and Modena.
The global automotive industry in particular is
currently experiencing significant developments due
to an increased focus on climate change and evolving
regulatory requirements relating to fuel efficiency,
electrification and greenhouse gas emissions, among
others. These evolving requirements and technologi-
cal changes have caused us, and are expected to con-
tinue to cause us, to adapt and change certain aspects
of our operations, our future plans and strategies and
the allocation of our resources. Failure to effectively
manage these aspects may result in increased costs,
reputational risks, limits in our ability to manufacture
or market certain of our products, or otherwise neg-
atively impact our business, results of operations,
profitability and competitive position.
Additionally, our stakeholders, including our cus-
tomers, employees, suppliers and investors, are in-
creasingly focused on environment, social and gover-
nance (“ESG”) matters. From time to time, in alignment
with our sustainability strategy, we establish and pub-
licly announce goals and commitments to improve
our environmental performance and we have been
taking deliberate actions to achieve carbon neutrality
by 2030. There can be no assurance that our stake-
holders will agree with our sustainability strategy or
will be satisfied with our actions in relation to these
matters. Additionally, if we fail (or are perceived to
fail) to execute our sustainability strategy or achieve
our environmental goals, if our sustainability strat-
egy or environmental goals do not meet the expec-
tations and standards of our stakeholders, or if we
improperly report our progress in the execution of
our sustainability strategy or the achievement of our
environmental goals, our reputation could be nega-
tively impacted, causing our customers, employees,
suppliers and investors to lose confidence in us and
our brand, which could negatively impact our busi-
ness, access to capital or have an adverse effect on
our revenues and profitability.
A DISRUPTION IN OUR INFORMATION TECHNOLOGY,
INCLUDING AS A RESULT OF CYBERCRIMES, COULD
COMPROMISE CONFIDENTIAL, PROPRIETARY
AND SENSITIVE INFORMATION.
We depend on our information technology and data
processing systems to operate our business, and a
significant malfunction or disruption in the operation
of our systems, human error, interruption to power
supply, or a security breach that compromises the
confidential and sensitive information stored in those
systems, could disrupt our business and adversely
impact our ability to compete. A leak of proprietary
technical information relating to our cars and our
production processes, for example, could cause
significant competitive harm. Our ability to keep our
business operating effectively depends on the func-
tional and efficient operation by us and our third party
service providers of our information, data process-
ing and telecommunications systems, including our
32
BOARD REPORTFERRARI N.V. 2023 ANNUAL REPORT AND FORM 20-F car design, manufacturing, inventory tracking and
billing and payment systems. We rely on these sys-
tems to enable a number of business processes and
help us make a variety of day-to-day business deci-
sions as well as to track transactions, billings, pay-
ments and inventory. Such systems are susceptible
to malfunctions and interruptions due to equipment
damage, power outages, and a range of other hard-
ware, software and network problems. Those sys-
tems are also susceptible to cybercrime, or threats
of intentional disruption, which are increasing in
terms of sophistication and frequency, especially
considering that such cyber incidents may remain
undetected for long periods of time. For example, in
March 2023 we were the subject of a ransomware
attack. Ferrari decided not to pay the ransomware,
and rejection of the ransom request led to the leak of
a significant amount of customers’ personal identifi-
able information and we were provided evidence of
such leak with respect to several hundred custom-
ers. We notified our customers of the potential data
exposure and the nature of the incident and we have
worked with third party experts to further reinforce
our systems. Future breaches may adversely affect
our operations and reputation.
Additionally, a significant portion of our office
personnel moved to a “remote work” model in re-
sponse to the COVID-19 pandemic and part-time re-
mote work arrangements are currently in place for
our personnel. Remote work relies heavily on the use
of remote networking and online conferencing ser-
vices, which expose us to additional cybersecurity
risks. For any of these reasons, we may experience
system malfunctions or interruptions.
Although our systems are diversified, including mul-
tiple server locations, several layers of cybersecurity
countermeasures and controls, a range of software
applications for different regions and functions, and
we periodically assess and implement actions to re-
duce risks to our systems and disruptions to our
information technology systems and business con-
tinuity, a significant or large scale malfunction or
interruption of our systems could adversely affect
our ability to manage and keep our operations run-
ning efficiently, and damage our reputation if we are
unable to track transactions and deliver products to
our dealers and clients. A malfunction that results in
a wider or sustained disruption to our business could
have a material adverse effect on our business, re-
sults of operations and financial condition. In addition
to supporting our operations, we use our systems to
collect and store confidential and sensitive data, in-
cluding information about our business, our clients
and our employees.
As our technology continues to evolve, we antic-
ipate that we will collect and store even more data
in the future, and that our systems will increasing-
ly use remote communication features that are
sensitive to both willful and unintentional security
breaches. Much of our value is derived from our
confidential business information, including car de-
sign, proprietary technology and trade secrets, and
to the extent the confidentiality of such information
is compromised, we may lose our competitive ad-
vantage and our car sales may suffer. We also col-
lect, retain and use certain personal information,
33
FERRARI N.V. 2023 ANNUAL REPORT AND FORM 20-FBOARD REPORT including data we gather from clients for product
development and marketing purposes, and data we
obtain from employees. Therefore we are subject to
a variety of ever-changing data protection and pri-
vacy laws on a global basis, including the EU General
Data Protection Regulation.
We expect that future generations of cars will
feature an increasing degree of connectivity for pur-
poses of infotainment, safety and regulatory compli-
ance, and the increased demand for a “connected
car” has led to increased digitization of car systems,
the wide application of software, and the creation of
new, fully digital mobility services. This technology
is capable of transmitting and storing an increasing
amount of personal information belonging to our
customers. These new features may increase the
cyber security risk of our cars. Any unauthorized ac-
cess to in-vehicle information technology systems
may compromise the car security or the privacy of
our customers’ information and expose us to claims
as well as reputational damage. In addition, third par-
ties with which we contract could also be subject to
external cyber-attacks. Should the third party be con-
nected to our system, the cyber attacker could poten-
tially penetrate our information technology systems.
Although we prioritize cybersecurity on all of our
cars and when processing personal data, any signifi-
cant compromise in the integrity of our data security
could have a material adverse effect on our business.
Cybersecurity is the object of increasing regu-
latory updates and we will be required to keep our
internal systems updated to comply with the new
rules that may come into force. For instance, pursu-
ant to the UN-ECE regulations, we will be required
to maintain over time, and to periodically renew, the
Cyber Security Management System (“CSMS”) to
register and sell our cars, as well as to demonstrate
that we are able to deal with, and aware of, potential
cyber risks, both for our cars and for our enterprise.
Failure to maintain the Cyber Security Management
System Certification could result, for the countries
where the regulations are applicable, in impossibility
to homologate and sell new vehicles.
OUR SUCCESS DEPENDS LARGELY
ON THE ABILITY OF OUR CURRENT MANAGEMENT
TEAM TO OPERATE AND MANAGE EFFECTIVELY.
Our success depends on the ability of our senior
executives and other members of management to
effectively manage our business as a whole and in-
dividual areas of the business. Most of our senior
executives and employees, including many highly
skilled engineers, technicians and artisans, are re-
quired to work from our offices and production fa-
cilities in and around Maranello, Italy. If we were to
lose the services of any of these senior executives
or key employees, this could have a material adverse
effect on our business, operating results and finan-
cial condition. We have developed incentive plans
aimed at retaining and incentivizing our senior exec-
utives and employees, as well as management suc-
cession plans that we believe are appropriate in the
circumstances, although it is difficult to predict with
any certainty that we will replace these individuals
with persons of equivalent experience and capabil-
ities. If we are unable to find adequate replacements
or to attract, retain and incentivize senior execu-
tives, other key employees or new qualified person-
nel, our business, results of operations and financial
condition may suffer.
WE RELY ON OUR DEALER NETWORK
TO PROVIDE SALES AND SERVICES.
We do not own our Ferrari dealers and virtually all
of our sales are made through our network of deal-
erships located throughout the world. If our dealers
are unable to provide sales or service quality that
our clients expect or do not otherwise adequately
project the Ferrari image and its aura of luxury and
exclusivity, the Ferrari brand may be negatively af-
fected. We depend on the quality of our dealership
network and our business, operating results and
financial condition could be adversely affected if
our dealers suffer financial difficulties or otherwise
are unable to perform to our expectations. Further-
more, we may experience disagreements or dis-
putes in the course of our relationship with our deal-
ers or upon termination which may lead to financial
costs, disruptions and reputational harm.
Our growth strategy also depends on our ability
to attract quality new dealers to sell our products in
new areas. We may face competition from other lux-
ury performance car manufacturers in attracting
quality new dealers, based on, among other things,
dealer margin, incentives and the performance of
other dealers in the region. If we are unable to at-
tract new dealers in targeted growth areas, our
prospects could be materially adversely affected.
WE ARE EXPOSED TO RISKS IN CONNECTION
WITH PRODUCT WARRANTIES AS WELL
AS THE PROVISION OF SERVICES.
A number of our contractual and legal requirements
oblige us to provide extensive warranties to our cli-
ents, dealers and national distributors. There is a risk
that, relative to the guarantees and warranties grant-
ed, the calculated product prices and the provisions
for our guarantee and warranty risks have been set
or will in the future be set too low. There is also a risk
that we will be required to extend the guarantee or
warranty originally granted in certain markets for
legal reasons, or provide services as a courtesy or
for reasons of reputation where we are not legally
obliged to do so, and for which we will generally not
be able to recover from suppliers or insurers.
CAR RECALLS MAY BE COSTLY
AND MAY HARM OUR REPUTATION.
We have in the past and we may from time to time
in the future be required to recall our products to
34
BOARD REPORTFERRARI N.V. 2023 ANNUAL REPORT AND FORM 20-F address performance, compliance or safety-re-
lated issues. We may incur costs for these recalls,
including replacement parts and labor to remove
and replace the defective parts. In addition, regula-
tory oversight of recalls, particularly in the vehicle
safety, has increased recently. Any product recalls
can harm our reputation with clients, particularly if
consumers call into question the safety, reliability
or performance of our cars. Any such recalls could
harm our reputation and result in adverse publicity,
lost revenue, delivery delays, product liability claims
and other expenses, and could have a material ad-
verse impact on our business, operating results and
financial condition.
WE MAY BECOME SUBJECT TO PRODUCT LIABILITY
CLAIMS, WHICH COULD HARM OUR FINANCIAL
CONDITION AND LIQUIDITY IF WE ARE NOT ABLE
TO SUCCESSFULLY DEFEND OR INSURE AGAINST
SUCH CLAIMS.
We may become subject to product liability claims,
which could harm our business, operating results
and financial condition. The automobile industry ex-
periences significant product liability claims and we
have inherent risk of exposure to claims in the event
our cars do not perform as expected or malfunction
resulting in personal injury or death. A successful
product liability claim against us could require us to
pay a substantial monetary award. Moreover, a prod-
uct liability claim could generate substantial negative
publicity about our cars and business, adversely af-
fecting our reputation and inhibiting or preventing
commercialization of future cars, which could have
a material adverse effect on our brand, business,
operating results and financial condition. While we
seek to insure against product liability risks, insur-
ance may be insufficient to protect against any mon-
etary claims we may face and will not mitigate any
reputational harm. Any lawsuit seeking significant
monetary damages may have a material adverse ef-
fect on our reputation, business and financial condi-
tion. We may not be able to secure additional product
liability insurance coverage on commercially accept-
able terms or at reasonable costs when needed, par-
ticularly if we face liability for our products and are
forced to make a claim under such a policy.
OUR REVENUES FROM FORMULA 1 ACTIVITIES MAY
DECLINE AND OUR RELATED EXPENSES MAY GROW.
Revenues from our Formula 1 activities depend
principally on the income from our sponsorship
agreements and on our share of Formula 1 reve-
nues from broadcasting and other sources. See
“Overview of Our Business—Racing—Formula 1”. If
we are unable to renew our existing sponsorship
agreements or if we enter into new or renewed
sponsorship agreements with less favorable terms,
our revenues would decline. In addition, our share of
profits related to Formula 1 activities may decline if
either our team’s performance worsens compared
to other competing teams, or if the overall Formula
1 business suffers, including potentially as a result
of increasing popularity of other racing events. Fur-
thermore, in order to compete effectively on track
we have been investing significant resources in re-
search and development and to competitively com-
pensate the best available drivers and other racing
team members. These expenses also vary based
on changes in Formula 1 regulations that require
modification to our racing engines and cars. These
expenses are expected to continue, and may grow
further, including as a result of any changes in For-
mula 1 regulations, which would negatively affect
our results of operations.
Compliance with the FIA Formula One regula-
tions, which are periodically amended by the For-
mula One Commission and then approved by the
FIA World Motorsport Council, requires significant
changes to our racing cars, processes and opera-
tions. If we are unable to effectively adapt our cars
to comply with changes in FIA Formula One regula-
tions, our performance in races may suffer. These
changes may result in adverse effects on our reve-
nues and results of operations.
Starting from 2021, new FIA Formula One fi-
nancial regulations have been introduced. These
provide for a cap on spending for all chassis costs
and expenses (excluding, among others, the activi-
ties to enable the supply of the current power units,
marketing costs, drivers’ salaries and the top three
personnel at each team) and a similar cap was intro-
duced also for the development of the power units
that will be used in the 2026 season and is applicable
for spending starting in 2023. The budget cap for the
2023 Formula 1 season was €140 million in relation
to the development and manufacturing of the rac-
ing car chassis and $90 million relating to the power
units that will be used in the 2026 season. The afore-
mentioned budget caps on spending are defined for
each season based on several factors, including the
number of races and inflation. The budget cap for
the 2024 season is currently in the process of being
defined but is expected to be higher than in 2023.
The cap on expenses affects the amount of resourc-
es that we are allowed to allocate to Formula 1 ac-
tivities, with potential adverse effects on our team’s
performance if we are not able to optimize such
resources. Because Formula 1 is key to our brand
marketing, the FIA spending cap may also adversely
affect our ability to support our brand through re-
newed racing success.
WE RELY ON OUR LICENSING AND FRANCHISING
PARTNERS TO PRESERVE THE VALUE OF
OUR LICENSES AND THE FAILURE TO MAINTAIN
SUCH PARTNERS COULD HARM OUR BUSINESS.
We currently have multi-year agreements with li-
censing partners for various Ferrari-branded prod-
ucts in the sports, lifestyle and luxury retail seg-
ments. We also have multi-year agreements with
franchising partners for our Ferrari stores and
35
FERRARI N.V. 2023 ANNUAL REPORT AND FORM 20-FBOARD REPORT theme park. In the future, we may enter into addition-
al licensing or franchising arrangements. Many of
the risks associated with our own products, includ-
ing risks relating to the image of the Ferrari brand
and its aura of exclusivity, as well as to the demand
for luxury goods, also apply to our licensed products
and franchised stores. In addition, there are prob-
lems that our licensing or franchising partners may
experience, including risks associated with each li-
censing partner’s ability to obtain capital, manage its
labor relations, maintain relationships with its sup-
pliers, manage its credit and bankruptcy risks, and
maintain client relationships. While we maintain sig-
nificant control over the products produced for us
by our licensing partners and the franchisees run-
ning our Ferrari stores and theme parks, any of the
foregoing risks, or the inability of any of our licensing
or franchising partners to execute on the expected
design and quality of the licensed products, Ferrari
stores and theme park, or otherwise exercise oper-
ational and financial control over its business, may
result in loss of revenue and competitive harm to
our operations in the product categories where we
have entered into such licensing or franchising ar-
rangements. While we select our licensing and fran-
chising partners with care, any negative publicity
surrounding such partners could have a negative
effect on licensed products, the Ferrari stores and
theme parks or the Ferrari brand. Further, while we
believe that we could replace our existing licens-
ing or franchising partners if required, our inability
to do so for any period of time could materially ad-
versely affect our revenues and harm our business.
In connection with our new lifestyle strategy, we
continue to streamline our existing arrangements
with licensing partners. This may adversely affect
our results from brand activities, particularly in the
short to medium term while our broader lifestyle
strategy is carried out.
WE DEPEND ON THE STRENGTH OF
OUR TRADEMARKS AND OTHER INTELLECTUAL
PROPERTY RIGHTS.
Given the importance of our brand’s recognition on
our financial performance and strategy, we believe
that our trademarks and other intellectual property
rights are fundamental to our success and market
position. Therefore, our business depends on our
ability to protect and promote our trademarks and
other intellectual property rights. Accordingly, we
devote substantial efforts to the establishment and
protection of our trademarks and other intellectual
property rights such as registered designs and pat-
ents on a worldwide basis. We believe that our trade-
marks and other intellectual property rights are
adequately supported by applications for registra-
tions, existing registrations and other legal protec-
tions in our principal markets. However, we cannot
exclude the possibility that our intellectual property
rights may be challenged by others, or that we may
be unable to register our trademarks or otherwise
adequately protect them in some jurisdictions, espe-
cially in those foreign countries that do not respect
and protect intellectual property rights to the same
extent as do the United States, Japan and European
countries. If a third party were to register our trade-
marks, or similar trademarks, in a country where we
have not successfully registered such trademarks,
it could create a barrier to our commencing trade
under those marks in that country.
WE MAY FAIL TO ADEQUATELY PROTECT
OUR INTELLECTUAL AND INDUSTRIAL PROPERTY
RIGHTS AGAINST INFRINGEMENT
OR MISAPPROPRIATION BY THIRD PARTIES.
Our success and competitive positioning depend
on, among other factors, our registered intellectual
property rights, as well as other industrial or intel-
lectual property rights, including confidential know-
how, trade secrets, database rights and copyrights.
To protect our intellectual property, we rely on intel-
lectual property laws, agreements for the protec-
tion of trade secrets, confidentiality and non-dis-
closure agreements, and other contractual means.
Such measures, however, may be inadequate and
our intellectual property rights may be infringed
or challenged by third parties, and our confidential
know-how or trade secrets could be misappropri-
ated or disclosed to the public without our consent.
Consultants, vendors and current and former em-
ployees, for example, could violate their confidenti-
ality obligations and restrictions on the use of Fer-
rari’s intellectual property. Ferrari may not be able
to prevent such infringements, misappropriations
or disclosures, with potential adverse effects on
our brand, reputation and business. In particular,
our components may be subject to product piracy,
where our components are counterfeited, which
may result in reputational risk for Ferrari. The risks
described above arise particularly in our Brand ac-
tivities (see “Overview of Our Business—Lifestyle”).
If we fail to adequately protect our intellectual
property rights, this may adversely affect our re-
sults of operations and financial condition, as other
manufacturers may be able to manufacture simi-
lar products at lower cost, with adverse effects on
our competitive position. In addition, counterfeited
products, or products illegally branded as “Ferrari”,
may damage our brand. In addition, we may incur
high costs in reacting to infringements or misappro-
priations of our intellectual property rights.
THIRD PARTIES MAY CLAIM THAT WE INFRINGE
THEIR INTELLECTUAL PROPERTY RIGHTS.
We believe that we hold all the rights required for our
business operations (including intellectual property
rights and third-party licenses). However, we are ex-
posed to potential claims from third parties alleging
that we infringe their intellectual property rights,
since many competitors and suppliers also submit
patent applications for their inventions and secure
36
BOARD REPORTFERRARI N.V. 2023 ANNUAL REPORT AND FORM 20-F patent protection or other
intellectual property
rights. If we are unsuccessful in defending against
any such claim, we may be required to pay damag-
es or comply with injunctions which may disrupt our
operations. We may also as a result be forced to en-
ter into royalty or licensing agreements on unfavor-
able terms or to redesign products to comply with
third parties’ intellectual property rights.
WE FACE RISKS ASSOCIATED WITH
OUR INTERNATIONAL OPERATIONS, INCLUDING
UNFAVORABLE REGULATORY, POLITICAL, TAX
AND LABOR CONDITIONS AND ESTABLISHING
OURSELVES IN NEW MARKETS, ALL OF WHICH
COULD HARM OUR BUSINESS.
We currently have international operations and
subsidiaries in various countries and jurisdictions
in Europe, North America and Asia that are subject
to the legal, political, regulatory, tax and social re-
quirements and economic conditions in these juris-
dictions. Additionally, as part of our growth strategy,
we will continue to expand our sales, maintenance,
and repair services internationally. However, such
expansion requires us to make significant expendi-
tures, including the establishment of local operat-
ing entities, hiring of local employees and establish-
ing facilities in advance of generating any revenue.
We are subject to a number of risks associated with
international business activities that may increase
our costs, impact our ability to sell our cars and
require significant management attention. These
risks include:
• conforming our cars to various international
regulatory and safety requirements where our
cars are sold, or homologated;
foreign operations;
• difficulty in establishing, staffing and managing
• difficulties attracting clients in new jurisdictions;
• foreign government taxes, regulations and per-
mit requirements, including foreign taxes that
we may not be able to offset against taxes im-
posed upon us in Italy;
• fluctuations in foreign currency exchange rates
and interest rates, including risks related to any
interest rate swap or other hedging activities we
undertake;
• our ability to enforce our contractual and intel-
lectual property rights, especially in those for-
eign countries that do not respect and protect
intellectual property rights to the same extent as
do the United States, Japan and European coun-
tries, which increases the risk of unauthorized,
and uncompensated, use of our technology;
• European Union and foreign government trade
restrictions, customs regulations, tariffs and
price or exchange controls;
• foreign labor laws, regulations and restrictions;
• preferences of foreign nations for domestically
• changes in diplomatic and trade relationships;
produced cars;
37
• political instability, natural disasters, pandemics
or other widespread public health crises, war or
events of terrorism; and
• the strength of international economies.
If we fail to successfully address these risks, many
of which we cannot control, our business, operat-
ing results and financial condition could be materi-
ally harmed.
DEVELOPMENTS IN GROWTH MARKETS MAY
ADVERSELY AFFECT OUR BUSINESS.
We operate in a number of growth markets, both di-
rectly and through our dealers, and our exposure to
those markets may increase as we may pursue ex-
panded sales in those regions. We believe we have
potential for further success in these markets, in
particular in Asia, recognizing the increasing per-
sonal wealth of consumers. While demand in these
markets has increased in recent years due to sus-
tained economic growth and growth in personal
income and wealth, we are unable to foresee the
extent to which economic growth will be sustained.
For example, rising geopolitical and social tensions,
pandemics or similar public health crises, or slow-
downs in the rate of growth in these markets could
limit the opportunity for us to increase unit sales and
revenues in those regions in the near term.
Furthermore, in certain markets in which we or
our dealers operate, required government approvals
may limit our ability to act quickly in making decisions
on our operations in those markets. Other govern-
ment actions may also impact the market for luxury
goods in these markets, such as tax changes or the
active discouragement of luxury purchases. Consum-
er spending habits in these markets may also change
due to other factors that are outside of our control.
For instance, since August 2021 the President of the
People’s Republic of China has repeatedly signaled
the government’s intention to regulate the spending
patterns of individuals and families with ultra-high
incomes. Resulting regulatory action or similar state-
ments by governmental authorities may affect the so-
cial acceptability of spending on luxury goods.
Maintaining and strengthening our position in
these growth markets is a component of our glob-
al growth strategy. However, initiatives from sev-
eral global luxury automotive manufacturers have
increased competitive pressures for luxury cars in
several growth markets. As these markets continue
to grow, we anticipate that additional competitors,
both international and domestic, will seek to enter
these markets and that existing market participants
will try to aggressively protect or increase their
market share. Increased competition may result in
pricing pressures, reduced margins and our inabil-
ity to gain or hold market share, which could have a
material adverse effect on our results of operations
and financial condition. See also “Global economic
conditions, pandemics and macro events may ad-
versely affect us”.
FERRARI N.V. 2023 ANNUAL REPORT AND FORM 20-FBOARD REPORT LABOR LAWS AND COLLECTIVE BARGAINING
AGREEMENTS WITH OUR LABOR UNIONS COULD
IMPACT OUR ABILITY TO OPERATE EFFICIENTLY.
The majority of our employees are represented by
trade unions, are covered by collective bargaining
agreements and/or are protected by applicable la-
bor relations regulations that may restrict our abil-
ity to modify operations and reduce costs quickly
in response to changes in market conditions. These
regulations and the provisions in our collective bar-
gaining agreements may impede our ability to or-
ganize our business successfully to compete more
efficiently and effectively, which could have a mate-
rial adverse effect on our results of operations and
financial condition.
IMPROPER CONDUCT OF EMPLOYEES, AGENTS,
OR OTHER REPRESENTATIVES COULD ADVERSELY
AFFECT OUR REPUTATION AND OUR BUSINESS,
OPERATING RESULTS, AND FINANCIAL CONDITION.
Our compliance controls, policies, and procedures
may not in every instance protect us from acts com-
mitted by our employees, agents, contractors, or
collaborators that would violate the laws or regula-
tions of the jurisdictions in which we operate, includ-
ing employment, foreign corrupt practices, environ-
mental, competition, and other laws and regulations.
Such improper actions could subject us to civil or
criminal investigations, and monetary and injunctive
penalties. In particular, our business activities may
be subject to anti-corruption laws, regulations or
rules of other countries in which we operate. If we
fail to comply with any of these regulations, it could
adversely impact our operating results and our fi-
nancial condition. In addition, actual or alleged viola-
tions could damage our reputation and our ability to
conduct business. Furthermore, detecting, investi-
gating, and resolving any actual or alleged violation
is expensive and can consume significant time and
attention of our executive management.
CHANGES IN TAX, TARIFF OR FISCAL POLICIES
COULD ADVERSELY AFFECT DEMAND FOR
OUR PRODUCTS.
Imposition of any additional taxes and levies de-
signed to limit the use of automobiles could adverse-
ly affect the demand for our vehicles and our results
of operations. Changes in corporate and other tax-
ation policies, including those relating to the Patent
Box tax regime in Italy, as well as changes in export
and other incentives given by various governments,
or import or tariff policies, could also adversely af-
fect our results of operations. See also “We currently
benefit or seek to benefit from certain special tax re-
gimes, which may not be available in the future”. The
impact of any such tariffs on our operations and re-
sults is uncertain and could be significant, and we
can provide no assurance that any strategies we
implement to mitigate the impact of such tariffs or
other trade actions will be successful. While we are
managing our product development and production
operations on a global basis to reduce costs and lead
times, unique national or regional standards can re-
sult in additional costs for product development,
testing and manufacturing. Governments often
require the implementation of new requirements
during the middle of a product cycle, which can be
substantially more expensive than accommodating
these requirements during the design phase of a
new product. The imposition of any additional taxes
and levies or change in government policy designed
to limit the use of high performance sports cars or
automobiles more generally, or any decisions by
policymakers to implement taxes on luxury automo-
biles, could also adversely affect the demand for our
cars. The occurrence of the above may have a mate-
rial adverse effect on our business, results of opera-
tions and financial condition.
IF WE WERE TO LOSE OUR AUTHORIZED ECONOMIC
OPERATOR CERTIFICATE, WE MAY BE REQUIRED
TO MODIFY OUR CURRENT BUSINESS PRACTICES
AND TO INCUR INCREASED COSTS, AS WELL AS
EXPERIENCE SHIPMENT DELAYS.
Because we ship and sell our cars in numerous coun-
tries, the customs regulations of various jurisdic-
tions are important to our business and operations.
To expedite customs procedure, we obtained the
European Union’s Authorized Economic Operator
(“AEO”) certificate. The AEO certificate is granted to
operators that meet certain requirements regard-
ing supply chain security and the safety and com-
pliance with law of the operator’s customs controls
and procedures. Operators are audited periodically
for continued compliance with the requirements.
The AEO certificate allows us to benefit from special
expedited customs treatment, which significantly
facilitates the shipment of our cars in the various
markets where we operate. If we were to lose the
AEO status, including for failure to meet one of the
certification’s requirements, we would be required
to change our business practices and to adopt stan-
dard customs procedures for the shipment of our
cars. This could result in increased costs and ship-
ment delays, which, in turn, could negatively affect
our results of operations.
OUR DEBT COULD ADVERSELY AFFECT
OUR OPERATIONS AND WE MAY FACE DIFFICULTIES
IN SERVICING OR REFINANCING OUR DEBT.
As of December 31, 2023, our debt was €2,477 million
(which includes our financial services). See “Financial
Overview—Non-GAAP Financial Measures—Net Debt
and Net Industrial Debt” for additional information.
Our current and long-term debt, of which 58 per-
cent and 42 percent bore floating rates of interest at
December 31, 2023 and 2022, respectively, requires
us to dedicate a portion of our cash flow to service
interest and principal payments and, if interest rates
38
BOARD REPORTFERRARI N.V. 2023 ANNUAL REPORT AND FORM 20-F rise, this amount may increase. In addition, our exist-
ing debt may limit our ability to raise further capital or
incur additional indebtedness to execute our growth
strategy or otherwise may place us at a competitive
disadvantage relative to competitors that have less
debt. To the extent we become more leveraged, the
risks described above would increase. We may also
have difficulty refinancing our existing debt or in-
curring new debt on terms that we would consider
to be commercially reasonable, if at all.
WE ARE SUBJECT TO RISKS ASSOCIATED WITH
EXCHANGE RATE FLUCTUATIONS, INTEREST RATE
CHANGES, CREDIT RISK AND OTHER MARKET RISKS.
We operate in numerous markets worldwide and
are exposed to market risks stemming from fluctu-
ations in currency and interest rates. In particular,
changes in exchange rates between the Euro and
the main foreign currencies in which we operate
affect our revenues and results of operations. The
exposure to currency risk is mainly linked to the dif-
ferences in geographic distribution of our sourcing
and manufacturing activities from those in our com-
mercial activities, as a result of which our cash flows
from sales are denominated in currencies different
from those connected to purchases or production
activities. For example, we incur a large portion of
our capital and operating expenses in Euro while
we receive the majority of our revenues in curren-
cies other than Euro. In addition, foreign exchange
movements might also negatively affect the relative
purchasing power of our clients which could also
have an adverse effect on our results of operations.
In 2023, the U.S. Dollar depreciated against the Euro
(going from 1.0666 U.S. Dollars for 1 Euro at Decem-
ber 31, 2022 to 1.1050 at December 31, 2023), the
Pound Sterling recovered while the Japanese Yen
continued to depreciate against the Euro over the
course of the year. To date in early 2024 the Euro has
not experienced any significant appreciation or de-
preciation versus the currencies to which Ferrari
is exposed, with the exception of the Japanese Yen,
which has continued to depreciate against the Euro.
If the U.S. Dollar or some other currencies were to
depreciate against the Euro, we expect that it would
adversely impact our revenues and results of opera-
tions. The extent of adverse impacts from exchange
rate fluctuations could increase if the portion of our
business in countries outside of Eurozone increas-
es. See “Financial Overview—Trends, Uncertainties
and Opportunities”.
We seek to manage risks associated with fluc-
tuations in currency through financial hedging in-
struments. Although we seek to manage our foreign
currency risk in order to minimize any negative ef-
fects caused by rate fluctuations, including through
hedging activities, there can be no assurance that
we will be able to do so successfully, and our busi-
ness, results of operations and financial condition
could nevertheless be adversely affected by fluc-
tuations in market rates, particularly if these condi-
tions persist. Moreover, the valuation of hedging in-
struments is influenced by the market dynamics of
several financial factors, such as exchange rates, in-
terest rates and implied volatility, that can negatively
impact our cost of hedging and the valuation of our
outstanding hedging transactions at fair value.
Additionally, changes in interest rates impact the
interest costs we incur on our debt. See also “Our
debt could adversely affect our operations and we
may face difficulties in servicing or refinancing our
debt” and “Car sales depend in part on the availability
of affordable financing”.
Our financial services activities are also subject
to the risk of insolvency of dealers and retail clients,
as well as unfavorable economic conditions in mar-
kets where these activities are carried out. Despite
our efforts to mitigate such risks through the cred-
it approval policies applied to dealers and retail cli-
ents, there can be no assurances that we will be able
to successfully mitigate such risks, particularly with
respect to a general change in economic conditions.
CAR SALES DEPEND IN PART ON THE AVAILABILITY
OF AFFORDABLE FINANCING.
In certain regions, financing for new car sales has
been available at relatively low interest rates for
several years due to, among other things, expan-
sive government monetary policies. To the extent
that interest rates may rise generally based on gov-
ernmental monetary policies or actions of central
banks, market rates for new car financing are ex-
pected to rise as well, which may make our cars less
affordable to clients or cause consumers to pur-
chase less expensive cars, adversely affecting our
results of operations and financial condition. Econ-
omies around the world have recently experienced
inflation
significant
measures in the United States, Europe and the Unit-
ed Kingdom reaching levels not recorded for sever-
al decades. In response, monetary authorities have
taken anti-inflationary measures including rapid in-
creases in interest rates which are gradually trans-
ferring to market credit rates. If consumer interest
rates increase substantially or if financial service
providers tighten lending standards or restrict their
lending to certain classes of credit, our clients may
choose not to, or may not be able to, obtain financing
to purchase our cars.
inflationary pressures, with
WE MAY NOT BE ABLE TO PROVIDE ADEQUATE
ACCESS TO FINANCING FOR OUR DEALERS
AND CLIENTS, AND OUR FINANCIAL SERVICES
OPERATIONS MAY BE DISRUPTED.
Our dealers enter into wholesale financing arrange-
ments to purchase cars from us to hold in invento-
ry or to use in showrooms and facilitate retail sales,
and retail clients use a variety of finance and lease
programs to acquire cars.
In most markets, we rely either on controlled or
associated finance companies or on commercial
39
FERRARI N.V. 2023 ANNUAL REPORT AND FORM 20-FBOARD REPORT relationships with third parties, including third par-
ty financial institutions, to provide financing to our
dealers and retail clients. Finance companies are
subject to various risks that could negatively affect
their ability to provide financing services at compet-
itive rates, including:
• the performance of loans and leases in their
portfolio, which could be materially affected by
delinquencies or defaults;
• higher than expected car return rates and the
residual value performance of cars they lease;
and
• fluctuations in interest rates and currency ex-
change rates.
Furthermore, to help fund our retail and wholesale fi-
nancing business, our financial services companies
in the United States also access forms of funding
available from the banking system in each market,
including sales or securitization of receivables either
in negotiated sales or through asset-backed financ-
ing programs. At December 31, 2023, an amount
of $1,289 million was outstanding under revolving
securitizations carried out by Ferrari Financial Ser-
vices Inc. See “Financial Overview—Non-GAAP Finan-
cial Measures—Net Debt and Net Industrial Debt” for
additional information. Should we lose the ability to
access the securitization market at advantageous
terms or at all, the funding of our controlled or asso-
ciated finance companies would become more dif-
ficult and expensive and our financial condition may
therefore be adversely affected.
Any financial services provider, including our
controlled finance companies, will face other de-
mands on its capital, as well as liquidity issues relat-
ing to other investments or to developments in the
credit markets. Furthermore, they may be subject
to regulatory changes that may increase their costs,
which may impair their ability to provide competi-
tive financing products to our dealers and retail cli-
ents. To the extent that a financial services provider
is unable or unwilling to provide sufficient financing
at competitive rates to our dealers and retail clients,
such dealers and retail clients may not have suffi-
cient access to financing to purchase or lease our
cars. As a result, our car sales and market share may
suffer, which would adversely affect our results of
operations and financial condition.
Our dealer and retail customer financing in Eu-
rope are mainly provided through Ferrari Financial
Services GmbH, our partnership with CA Auto Bank
S.p.A. (“CA Auto Bank”), which is a fully owned sub-
sidiary of Crédit Agricole Consumer Finance S.A.
(“CACF”) and was formerly FCA Bank S.p.A. (“FCA
Bank”) and a joint venture between CACF and FCA
Italy S.p.A. (a subsidiary of Stellantis N.V. (hereinaf-
ter also “Stellantis” and together with its subsidiar-
ies, the “Stellantis Group”)). If we fail to maintain our
partnership with CA Auto Bank, we may not be able
to find a suitable alternative partner with similar
resources and experience and continue to offer fi-
nancing services to support the sales of Ferrari cars
in key European markets, which could adversely af-
fect our results of operations and financial condi-
tion. Following the change of control that lead to the
creation of CA Auto Bank through CACF’s acquisition
of the 50 percent ownership interest in the former
FCA Bank previously owned by the Stellantis Group,
Ferrari and CA Auto Bank are currently discussing
future developments in relation to their partnership.
OUR INSURANCE COVERAGE MAY NOT BE
ADEQUATE TO PROTECT US AGAINST ALL
POTENTIAL LOSSES TO WHICH WE MAY BE
SUBJECT, WHICH COULD HAVE A MATERIAL
ADVERSE EFFECT ON OUR BUSINESS.
We maintain insurance coverage that we believe is
adequate to cover normal risks associated with the
operation of our business. However, there can be no
assurance that any claim under our insurance pol-
icies will be honored fully or timely, our insurance
coverage will be sufficient in any respect or our
insurance premiums will not increase substantial-
ly. Accordingly, to the extent that we suffer loss or
damage that is not covered by insurance or which
exceeds our insurance coverage, or have to pay
higher insurance premiums, our financial condition
may be affected.
RISKS RELATED TO OUR COMMON SHARES
THE MARKET PRICE AND TRADING VOLUME OF
OUR COMMON SHARES MAY BE VOLATILE, WHICH
COULD RESULT IN RAPID AND SUBSTANTIAL
LOSSES FOR OUR SHAREHOLDERS.
The market price of our common shares may be
highly volatile and could be subject to wide fluctu-
ations. In addition, the trading volume of our com-
mon shares may fluctuate and cause significant
price variations to occur. If the market price of our
common shares declines significantly, a sharehold-
er may be unable to sell their common shares at or
above their purchase price, if at all. The market price
of our common shares may fluctuate or decline
significantly in the future. Some of the factors that
could negatively affect the price of our common
shares, or result in fluctuations in the price or trad-
ing volume of our common shares, include:
• variations in our operating results, or failure to
• publication of research reports about us, the au-
meet the market’s earnings expectations;
tomotive industry or the luxury industry, or the
failure of securities analysts to cover our com-
mon shares;
• departures of any members of our management
team or additions or departures of other key
personnel;
• adverse market reaction to any indebtedness we
• actions by shareholders;
may incur or securities we may issue in the future;
40
BOARD REPORTFERRARI N.V. 2023 ANNUAL REPORT AND FORM 20-F • changes in market valuations of similar companies;
• changes or proposed changes in laws or regula-
tions, or differing interpretations thereof, affect-
ing our business, or enforcement of these laws
and regulations, or announcements relating to
these matters;
• adverse publicity about the automotive industry
or the luxury industry generally, or particularly
scandals relating to those industries, specifically;
• litigation and governmental investigations; and
• general market and economic conditions.
THE LOYALTY VOTING PROGRAM MAY AFFECT
THE LIQUIDITY OF OUR COMMON SHARES
AND REDUCE OUR COMMON SHARE PRICE.
The implementation of our loyalty voting program
could reduce the trading liquidity and adversely
affect the trading prices of our common shares.
The loyalty voting program is intended to reward
our shareholders for maintaining long-term share
ownership by granting initial shareholders and per-
sons holding our common shares continuously for
at least three years the option to elect to receive
special voting shares. Special voting shares can-
not be traded and, if common shares participating
in the loyalty voting program are sold they must be
deregistered from the loyalty register and any cor-
responding special voting shares transferred to us
for no consideration (om niet). This loyalty voting
program is designed to encourage a stable share-
holder base and, conversely, it may deter trading by
shareholders that may be interested in participating
in our loyalty voting program. Therefore, the loyalty
voting program may reduce liquidity in our common
shares and adversely affect their trading price.
THE INTERESTS OF OUR LARGEST SHAREHOLDERS
MAY DIFFER FROM THE INTERESTS OF OTHER
SHAREHOLDERS.
Exor N.V. (“Exor”) is our largest shareholder, hold-
ing approximately 24.65 percent of our outstanding
common shares and approximately 36.48 percent
of our voting power (as of February 9, 2024). There-
fore, Exor has a significant influence over matters
submitted to a vote of our shareholders, including
matters such as adoption of the annual financial
statements, declarations of annual dividends, the
election and removal of the members of our board
of directors (the “Board of Directors”), capital in-
creases and amendments to our articles of associ-
ation. In addition, as of February 9, 2024, Trust Piero
Ferrari, a Jersey trust established by Piero Ferrari,
the Vice Chairman of Ferrari, holds approximately
10.48 percent of our outstanding common shares.
Piero Ferrari holds the usufruct over such shares in-
cluding the right to exercise the voting rights of such
shares, corresponding to approximately 15.51 per-
cent of voting interest in us (as of February 9, 2024).
The percentages of ownership and voting power
above are calculated based on the number of out-
41
standing shares net of treasury shares. As a result,
Piero Ferrari also has influence in matters submitted
to a vote of our shareholders. Exor and Piero Ferrari
informed us that they have entered into a sharehold-
er agreement, recently amended to reflect adher-
ence by Trust Piero Ferrari, pursuant to which they
have undertaken to consult for the purpose of form-
ing, where possible, a common view on the items on
the agenda of shareholders meetings. See “Major
Shareholders—Shareholders’ Agreement”. The inter-
ests of Exor and Piero Ferrari may in certain cases
differ from those of other shareholders. In addi-
tion, the sale of substantial amounts of our common
shares in the public market by Trust Piero Ferrari or
the perception that such a sale could occur could
adversely affect the prevailing market price of the
common shares.
WE MAY HAVE POTENTIAL CONFLICTS
OF INTEREST WITH STELLANTIS AND EXOR
AND ITS RELATED COMPANIES.
Questions relating to conflicts of interest may arise
between us and Fiat Chrysler Automobiles N.V., our
former largest shareholder, renamed Stellantis N.V.,
in a number of areas relating to common share-
holdings and management, as well as our past and
ongoing relationships. There are certain overlaps
among the directors and officers of us and Stel-
lantis. For example, Mr. John Elkann, our Executive
Chairman, is the Chairman and an executive direc-
tor of Stellantis and Chairman and Chief Executive
Officer of Exor. Certain of our other directors and
officers may also be directors or officers of Stellan-
tis or Exor, our and Stellantis’s largest shareholder.
These individuals owe duties both to us and to the
other companies that they serve as officers and/or
directors, which may create conflicts as, for exam-
ple, these individuals review opportunities that may
be appropriate or suitable for both us and such oth-
er companies, or we pursue business transactions
in which both we and such other companies have an
interest. Exor holds approximately 24.65 percent of
our outstanding common shares and approximately
36.48 percent of the voting power in us (as of Febru-
ary 9, 2024), while it holds approximately 14.90 per-
cent of the outstanding common shares in Stellantis
(based on SEC filings). The percentages of owner-
ship and voting power above are calculated based
on the number of outstanding shares net of trea-
sury shares. Exor also owns a controlling interest in
CNH Industrial N.V. and Iveco Group N.V., which were
part of the former Fiat Group before being spun-off
several years ago. These ownership interests could
create actual, perceived or potential conflicts of
interest when these parties or our common direc-
tors and officers are faced with decisions that could
have different implications for us and Stellantis or
Exor, as applicable.
FERRARI N.V. 2023 ANNUAL REPORT AND FORM 20-FBOARD REPORT OUR LOYALTY VOTING PROGRAM MAY MAKE
IT MORE DIFFICULT FOR SHAREHOLDERS TO
ACQUIRE A CONTROLLING INTEREST IN FERRARI,
CHANGE OUR MANAGEMENT OR STRATEGY OR
OTHERWISE EXERCISE INFLUENCE OVER US,
WHICH MAY AFFECT THE MARKET PRICE OF
OUR COMMON SHARES.
The provisions of our articles of association which
establish the loyalty voting program may make it
more difficult for a third party to acquire, or attempt
to acquire, control of our company, even if a change
of control were considered favorably by sharehold-
ers holding a majority of our common shares. As a
result of the loyalty voting program, a relatively large
proportion of the voting power of Ferrari could be
concentrated in a relatively small number of share-
holders who would have significant influence over
us. As of February 9, 2024, Exor had approximately
24.65 percent of our outstanding common shares
and a voting interest in Ferrari of approximately 36.48
percent. As of February 9, 2024, Trust Piero Ferrari, a
Jersey trust established by Piero Ferrari held voting
rights relating to approximately 10.48 percent of our
outstanding common shares. Piero Ferrari holds the
usufruct over such shares including the right to ex-
ercise the voting rights of such shares, correspond-
ing to, as a result of the loyalty voting mechanism,
approximately 15.51 percent of the voting power in
our shares. The percentages of ownership and vot-
ing power above are calculated based on the number
of outstanding shares net of treasury shares. In ad-
dition, Exor and Piero Ferrari informed us that they
have entered into a shareholder agreement, recently
amended to reflect adherence by Trust Piero Ferrari,
summarized under “Major Shareholders—Sharehold-
ers’ Agreement”. As a result, Exor and Piero Ferrari
may exercise significant influence on matters in-
volving our shareholders. Exor and Piero Ferrari and
other shareholders participating in the loyalty voting
program may have the power effectively to prevent
or delay change of control or other transactions that
may otherwise benefit our shareholders. The loyal-
ty voting program may also prevent or discourage
shareholder initiatives aimed at changing Ferrari’s
management or strategy or otherwise exerting influ-
ence over Ferrari. See “Corporate Governance—Loy-
alty Voting Program”.
WE ARE A DUTCH PUBLIC COMPANY WITH LIMITED
LIABILITY, AND OUR SHAREHOLDERS MAY HAVE
RIGHTS DIFFERENT TO THOSE OF SHAREHOLDERS
OF COMPANIES ORGANIZED IN THE UNITED STATES.
The rights of our shareholders may be different
from the rights of shareholders governed by the
laws of U.S. jurisdictions. We are a Dutch public com-
pany with limited liability (naamloze vennootschap).
Our corporate affairs are governed by our articles
of association and by the laws governing companies
incorporated in the Netherlands. The rights of our
shareholders and the responsibilities of members
of our Board of Directors may be different from
the rights of shareholders and the responsibilities
of members of board of directors in companies
governed by the laws of other jurisdictions includ-
ing the United States. In the performance of its du-
ties, our Board of Directors is required by Dutch law
to consider our interests and the interests of our
shareholders, our employees and other stakehold-
ers, in all cases with due observation of the princi-
ples of reasonableness and fairness. It is possible
that some of these parties will have interests that
are different from, or in addition to, your interests
as a shareholder.
WE EXPECT TO MAINTAIN OUR STATUS AS A
“FOREIGN PRIVATE ISSUER” UNDER THE RULES AND
REGULATIONS OF THE SEC AND, THUS, ARE EXEMPT
FROM A NUMBER OF RULES UNDER THE EXCHANGE
ACT OF 1934 AND ARE PERMITTED TO FILE LESS
INFORMATION WITH THE SEC THAN A COMPANY
INCORPORATED IN THE UNITED STATES.
As a “foreign private issuer,” we are exempt from
rules under the Securities Exchange Act of 1934, as
amended (the “Exchange Act”) that impose certain
disclosure and procedural requirements for proxy
solicitations under Section 14 of the Exchange Act. In
addition, our officers, Directors and principal share-
holders are exempt from the reporting and “short-
swing” profit recovery provisions of Section 16 of
the Exchange Act and the rules under the Exchange
Act with respect to their purchases and sales of our
common shares. Moreover, we are not required to
file periodic reports and financial statements with
the SEC as frequently or as promptly as U.S. com-
panies whose securities are registered under the
Exchange Act, nor are we required to comply with
Regulation FD, which restricts the selective disclo-
sure of material information. Accordingly, there may
be less publicly available information concerning us
than there is for U.S. public companies.
OUR ABILITY TO PAY DIVIDENDS ON OUR COMMON
SHARES MAY BE LIMITED AND THE LEVEL OF
FUTURE DIVIDENDS IS SUBJECT TO CHANGE.
Our payment of dividends on our common shares
in the future will be subject to business conditions,
financial conditions, earnings, cash balances, com-
mitments, strategic plans and other factors that our
Board of Directors may deem relevant at the time it
recommends approval of the dividend. Our dividend
policy is subject to change in the future based on
changes in statutory requirements, market trends,
strategic developments, capital requirements and a
number of other factors. In addition, under our arti-
cles of association and Dutch law, dividends may be
declared on our common shares only if the amount
of equity exceeds the paid up and called up capital
plus the reserves that have to be maintained pursu-
ant to Dutch law or the articles of association. Fur-
ther, even if we are permitted under our articles
42
BOARD REPORTFERRARI N.V. 2023 ANNUAL REPORT AND FORM 20-F of association and Dutch law to pay cash dividends
on our common shares, we may not have suffi-
cient cash to pay dividends in cash on our common
shares. We are a holding company and our opera-
tions are conducted through our subsidiaries. As a
result, our ability to pay dividends primarily depends
on the ability of our subsidiaries, particularly Ferrari
S.p.A., to generate earnings and to provide us with
the necessary financial resources.
OUR MAINTENANCE OF TWO EXCHANGE LISTINGS
MAY ADVERSELY AFFECT LIQUIDITY IN THE MARKET
FOR OUR COMMON SHARES AND COULD RESULT IN
PRICING DIFFERENTIALS OF OUR COMMON SHARES
BETWEEN THE TWO EXCHANGES.
Our shares are listed on both the New York Stock Ex-
change (“NYSE”) and the Euronext Milan. The dual list-
ing of our common shares may split trading between
the NYSE and the Euronext Milan, adversely affect
the liquidity of the shares and the development of an
active trading market for our common shares in one
or both markets and may result in price differentials
between the exchanges. Differences in the trading
schedules, as well as volatility in the exchange rate
of the two trading currencies, among other factors,
may result in different trading prices for our com-
mon shares on the two exchanges.
IT MAY BE DIFFICULT TO ENFORCE
U.S. JUDGMENTS AGAINST US.
We are organized under the laws of the Netherlands,
and a substantial portion of our assets are outside of
the United States. Most of our Directors and senior
management and our independent registered pub-
lic accounting firm are resident outside the United
States, and all or a substantial portion of their re-
spective assets may be located outside the United
States. As a result, it may be difficult for U.S. inves-
tors to effect service of process within the United
States upon these persons. It may also be difficult
for U.S. investors to enforce within the United States
judgments against us predicated upon the civil lia-
bility provisions of the securities laws of the United
States or any state thereof. In addition, there is un-
certainty as to whether the courts outside the Unit-
ed States would recognize or enforce judgments
of U.S. courts obtained against us or our Directors
and officers predicated upon the civil liability provi-
sions of the securities laws of the United States or
any state thereof. Therefore, it may be difficult to en-
force U.S. judgments against us, our Directors and
officers and our independent registered public ac-
counting firm.
RISKS RELATED TO TAXATION
CHANGES TO TAXATION OR THE INTERPRETATION
OR APPLICATION OF TAX LAWS COULD HAVE
AN ADVERSE IMPACT ON OUR RESULTS OF
OPERATIONS AND FINANCIAL CONDITION.
Our business is subject to various taxes in different
jurisdictions (mainly Italy), which include, among oth-
ers, the Italian corporate income tax (“IRES”), region-
al trade tax (“IRAP”), value added tax (“VAT”), excise
duty, registration tax and other indirect taxes. We
are exposed to the risk that our overall tax burden
may increase in the future.
Changes in tax laws or regulations or in the posi-
tion of the relevant Italian and non-Italian authorities
regarding the application, administration or inter-
pretation of these laws or regulations, particularly if
applied retrospectively, could have negative effects
on our current business model and have a materi-
al adverse effect on our business, operating results
and financial condition.
In order to reduce future potential disputes
with tax authorities, in June 2023 we entered into
an advance pricing agreement (APA) with the tax
authorities for transfer pricing on intercompany
transactions between Ferrari S.p.A. and its foreign
subsidiaries. The APA covers the next 5 fiscal years
and may be renewed for an additional period with
the consent of both parties.
We were admitted to the Cooperative Compli-
ance Regime in Italy by the Italian Revenue Agency,
which provides for constant and preventive discus-
sions between the taxpayer and the Italian tax au-
thorities on the most significant transactions. This
admission is effective as of 2022 (the year in which
the application was filed), and was preceded by the
adoption and validation by Italian tax authorities of
an internal tax risk control system, referred to as the
Tax Control Framework (TCF).
In addition, tax laws are complex and subject to
subjective valuations and interpretive decisions, and
we will periodically be subject to tax audits aimed at
assessing our compliance with direct and indirect
taxes. The tax authorities may not agree with our in-
terpretations of, or the positions we have taken or
intend to take on, tax laws applicable to our ordinary
activities and extraordinary transactions. In case of
challenges by the tax authorities to our interpreta-
tions, we could face long tax proceedings that could
result in the payment of penalties and have a materi-
al adverse effect on our operating results, business
and financial condition.
THERE MAY BE POTENTIAL “PASSIVE FOREIGN
INVESTMENT COMPANY” TAX CONSIDERATIONS
FOR U.S. HOLDERS.
Shares of our stock would be stock of a “passive for-
eign investment company,” or a PFIC, for U.S. federal
income tax purposes with respect to a U.S. holder if
43
FERRARI N.V. 2023 ANNUAL REPORT AND FORM 20-FBOARD REPORT 44
BOARD REPORTFERRARI N.V. 2023 ANNUAL REPORT AND FORM 20-F use of intellectual property assets. Business income
derived from the use of each qualified intangible as-
set is partially exempted from taxation for both IRES
and IRAP purposes. We are currently applying the
Patent Box tax regime for the period from 2020 to
2024, in line with applicable tax regulations in Italy.
Law Decree No. 146 as amended by the 2022 Italian
budget law, replaced the former Patent Box regime
(which allowed taxpayers to exempt from corporate
income tax (IRES) and regional income tax (IRAP) up
to 50% of their income derived from the direct or
indirect exploitation of intangibles) by introducing a
new Patent Box regime with a 110% “super tax de-
duction” for research and development expenses
related to eligible intangible assets registered start-
ing from 2021. The decree provides for a specific
transitional procedure between the two regimes.
The amount of the related tax benefits (if any) that
the Group may receive from the Patent Box or other
tax regimes remains subject to uncertainty.
In addition, we benefit from the measures intro-
duced in Italy by art. 110 of Law Decree no. 104/2020,
converted into Law no.126/2020, which reopened
the voluntary step up of tangible and intangible as-
sets, with the application of a three-percent substi-
tutive tax rate.
Furthermore, we currently calculate taxes due
in Italy based, among other things, on certain tax
breaks recognized by Italian tax regulations for R&D
expenses and for the investments on manufacturing
equipment, the Allowance for Corporate Equity (ACE)
and tax credits for energy costs, which result in tax
savings. 2023 was the last year in which both ACE and
tax credits for energy costs were permitted.
These measures continue to mitigate the tax
burden in Italy. Significant changes in regulations or
interpretation might adversely affect the availability
of such exemptions and result in higher tax charges.
See also “Changes to taxation or the interpretation or
application of tax laws could have an adverse impact
on our results of operations and financial condition.”.
for any taxable year in which such U.S. holder held
shares of our stock, after the application of applica-
ble “look-through rules” (i) 75 percent or more of our
gross income for the taxable year consists of “pas-
sive income” (including dividends, interest, gains
from the sale or exchange of investment property
and rents and royalties other than rents and royal-
ties which are received from unrelated parties in
connection with the active conduct of a trade or busi-
ness, as defined in applicable Treasury Regulations),
or (ii) at least 50 percent of our assets for the taxable
year (averaged over the year and determined based
upon value) produce or are held for the production
of “passive income”. U.S. persons who own shares
of a PFIC are subject to a disadvantageous U.S. fed-
eral income tax regime with respect to the income
derived by the PFIC, the dividends they receive from
the PFIC, and the gain, if any, they derive from the
sale or other disposition of their shares in the PFIC.
While we believe that shares of our stock are not
stock of a PFIC for U.S. federal income tax purpos-
es, this conclusion is based on a factual determina-
tion made annually and thus is subject to change.
Moreover, our common shares may become stock
of a PFIC in future taxable years if there were to be
changes in our assets, income or operations.
THE CONSEQUENCES OF THE LOYALTY VOTING
PROGRAM ARE UNCERTAIN.
No statutory, judicial or administrative authority di-
rectly discusses how the receipt, ownership, or dis-
position of special voting shares should be treated
for Italian or U.S. tax purposes and as a result, the tax
consequences in those jurisdictions are uncertain.
The fair market value of the special voting shares,
which may be relevant to the tax consequences,
is a factual determination and is not governed by
any guidance that directly addresses such a situa-
tion. Because, among other things, our special vot-
ing shares are not transferable (other than, in very
limited circumstances, together with the associat-
ed common shares) and a shareholder will receive
amounts in respect of the special voting shares only
if we are liquidated, we believe and intend to take the
position that the fair market value of each special
voting share is minimal. However, the relevant tax
authorities could assert that the value of the special
voting shares as determined by us is incorrect.
The tax treatment of the loyalty voting program is
unclear and shareholders are urged to consult their
tax advisors in respect of the consequences of acquir-
ing, owning and disposing of special voting shares.
WE CURRENTLY BENEFIT OR SEEK TO BENEFIT
FROM CERTAIN SPECIAL TAX REGIMES, WHICH MAY
NOT BE AVAILABLE IN THE FUTURE.
Italian Law no. 190/2014, as subsequently amended
and supplemented, introduced an optional Patent
Box regime in the Italian tax system. The Patent Box
regime is a tax exemption related to, inter alia, the
45
FERRARI N.V. 2023 ANNUAL REPORT AND FORM 20-FBOARD REPORT OVERVIEW
Ferrari is among the world’s leading luxury brands,
focused on the design, engineering, production and
sale of the world’s most recognizable luxury per-
formance sports cars. Our brand symbolizes exclu-
sivity, innovation, state-of-the-art sporting perfor-
mance and Italian design and engineering heritage.
Our name and history and the image enjoyed by
our cars are closely associated with our Formula 1
racing team, Scuderia Ferrari, the most successful
racing team in the history of Formula 1. From the in-
augural year of Formula 1 in 1950 through the pres-
ent, Scuderia Ferrari has won 243 Grand Prix races,
16 Constructors’ World titles and 15 Drivers’ World
titles. We are the only team which has taken part in
all the editions of the Championship, racing in more
than 1,000 Formula 1 Grand Prix races.
We design, engineer and produce our cars in
Maranello, Italy, and sell them in over 52 markets
worldwide through a network of 178 authorized
dealers operating 196 points of sale as of the end
of 2023.
We believe that our cars are the epitome of de-
sign, performance and driving thrills. Our product
offering comprises four main pillars: Range, Spe-
cial Series, Icona and Supercar. Our current prod-
uct portfolio (including cars presented in 2023, for
which shipments will commence in future years)
is comprised of nine Range models (three V8 in-
ternal combustion engine (“ICE”) models: Portofi-
no M, Roma and Roma Spider; two V12 ICE models:
812 GTS and Purosangue; two V6 hybrid models:
296 GTB and 296 GTS; two V8 hybrid models: SF90
Stradale and SF90 Spider), four Special Series mod-
els (812 Competizione, 812 Competizione A, SF90 XX
Stradale and SF90 XX Spider), and our latest Icona
(Daytona SP3). In 2023, we launched five new mod-
els: the Roma Spider, the SF90 XX Stradale and SF90
XX Spider, the first ever street legal XX models, the
296 Challenge and the 499P Modificata, and we
completed the shipments of the F8 Tributo and the
F8 Spider, while the Portofino M is approaching the
end of its lifecycle in early 2024.
We also from time to time produce limited edi-
tion Supercars and One-Off cars. Our most recent
Supercar model, the LaFerrari Aperta, the spider
version of the LaFerrari, was launched in 2016 to cel-
ebrate our 70th anniversary.
In 2023, we shipped 13,663 cars and recorded net
revenues of €5,970 million, Operating profit (EBIT)
of €1,617 million, net profit of €1,257 million and net
profit before income tax expense, financial expens-
es, net and amortization and depreciation (EBITDA)
of €2,279 million. For additional information regard-
ing EBITDA, including a reconciliation of EBITDA to
net profit, as well as other non-GAAP financial mea-
sures we present, see “Financial Overview—Non-
GAAP Financial Measures”.
Whilst broadening our product portfolio to tar-
get a larger customer base, we continue to pursue a
low volume production strategy in order to maintain
a reputation for exclusivity and scarcity among pur-
chasers of our cars and we carefully manage our
production volumes and delivery waiting lists to pro-
46
BOARD REPORTFERRARI N.V. 2023 ANNUAL REPORT AND FORM 20-F mote this reputation. We divide our regional mar-
kets into (i) Europe, Middle East and Africa (“EMEA”),
(ii) Americas, (iii) Mainland China, Hong Kong and
Taiwan, and (iv) Rest of Asia-Pacific (“APAC”), which
represented respectively 44.4 percent, 27.9 per-
cent, 10.9 percent and 16.8 percent of units shipped
in 2023. The geographic allocation of our shipments
and their mix by product reflects our deliberate al-
location strategy over the lifecycle of the individual
models and is generally impacted by the phase-in/
phase-out pace of the models, as well as the length
of waiting lists and other market-specific factors
and conditions, including our commercial strategy
and the potential for future growth.
We focus our marketing and promotion efforts
on the investments we make in our racing activities
and in particular, our participation in the FIA Formu-
la 1 World Championship with Scuderia Ferrari and
the FIA World Endurance Championship with the
Ferrari Endurance Team, the former being the pin-
nacle of motorsport and one of the most watched
annual sports series in the world, with 3.1 billion
website and social media page views for the 2023
season and an average television audience of 66.6
million viewers per Grand Prix (Source: Formula 1).
Although our most recent Formula 1 world title was
in 2007, we continuously enhance our focus on For-
mula 1 activities with the goal of improving racing
results and restoring our historical position as the
premier racing team in Formula 1. We believe that
these activities support the strength and awareness
of our brand among motor enthusiasts, clients and
the general public. Beyond Formula 1, we engage in
several other competitive motorsport events and in
2023 we recorded victories in some of the world’s
prominent endurance races, including the centena-
ry 24 Hours of Le Mans.
Ferrari’s presence in the broader luxury land-
scape is a unique opportunity to ensure brand rel-
evance across present and future generations and
to amplify the cultural relevance of our brand. As
one of the world’s primary luxury brands, we op-
erate in carefully selected luxury and lifestyle cat-
egories - personal luxury goods, collectibles and
experiences, the role of which is to fuel long-term
growth by broadening our customer base and ex-
panding our unique value proposition beyond our
core business, while preserving the brand’s DNA,
its heritage and values. See below “Overview of Our
Business—Lifestyle”.
As part of our lifestyle activities, we launched
our own Ferrari fashion collections with dedicated
fashion shows in June 2021 and we have continued
with successive showcases culminating in the lat-
est displays in February 2023 and September 2023.
We also license the Ferrari brand to a limited num-
ber of producers and retailers of luxury and lifestyle
sectors, including theme parks that, we believe, en-
hance the brand experience of our loyal clients and
Ferrari enthusiasts. The world of Ferrari can also be
experienced in our Ferrari Museum in Maranello and
in the Enzo Ferrari Museum in Modena.
Our international network of Ferrari Stores con-
sisted of 14 Ferrari-owned directly operated stores
and 2 franchised stores as of December 31, 2023,
where visitors can find our fashion collection, as
well as on our website and in selected multi-brand
points of sale.
We will continue focusing our efforts on pro-
tecting and enhancing the value of our brand to pre-
serve our strong financial profile and fuel long term
growth in existing and emerging markets, while ex-
panding the Ferrari brand to carefully selected life-
style categories.
HISTORY OF THE COMPANY
Ferrari N.V. was incorporated as a public limited lia-
bility company (naamloze vennootschap) under the
laws of the Netherlands on September 4, 2015 with
an indefinite duration. Our official seat (statutaire ze-
tel) is in Amsterdam, the Netherlands, and our corpo-
rate address and principal place of business are lo-
cated at Via Abetone Inferiore n. 4, I-41053 Maranello
(MO), Italy. Ferrari is registered with the Dutch Trade
Register of the Chamber of Commerce under num-
ber 64060977. Its telephone number is +39-0536-
949111. The name and address of the Company’s
agent in the United States is: Ferrari North America,
Inc., 250 Sylvan Avenue, Englewood Cliffs, NJ 07632.
Its telephone number is +1 (201) 816 2600.
Our company is named after our founder Enzo
Ferrari. An Alfa Romeo driver since 1924, Enzo Fer-
rari founded his own racing team, Scuderia Ferrari,
in Modena in 1929 initially to race Alfa Romeo cars. In
1939 he set up his own company, initially called Auto
Avio Costruzioni. In late 1943, Enzo Ferrari moved his
headquarters from Modena to Maranello, which re-
mains our headquarters to this day.
In 1947, we produced our first racing car, the 125
S. The 125 S’s powerful 12 cylinder engine would go
on to become synonymous with the Ferrari brand.
In 1948, the first road car, the Ferrari 166 Inter, was
produced. Styling quickly became an integral part of
the Ferrari brand.
In 1950, we began our participation in the For-
mula 1 World Championship, racing in the world’s
second Grand Prix in Monaco, which makes Scude-
ria Ferrari the longest running Formula 1 team. We
won our first Constructor World Title in 1952. Our
success on the world’s tracks and roads extends
beyond Formula 1, including victories in some of the
most important car races such as the 24 Hours of
Le Mans, the world’s oldest endurance automobile
race, and the 24 Hours of Daytona.
The Fiat group acquired a 50 percent stake in
Ferrari S.p.A. in 1969 and increased its stake to 90
percent in 1988 following the death of Enzo Ferrari,
with the remaining 10 percent held by Enzo Ferrari’s
son, Piero Ferrari.
Ferrari became an independent, publicly traded
company following its separation from FCA (follow-
ing the merger with Peugeot S.A. in January 2021,
Stellantis), which was completed on January 3, 2016
47
FERRARI N.V. 2023 ANNUAL REPORT AND FORM 20-FBOARD REPORT (the “Separation”) and occurred through a series
of transactions including (i) an intragroup restruc-
turing which resulted in the Company’s acquisition
of the assets and business of Ferrari North Europe
Limited and the transfer by FCA of its 90 percent
shareholding in Ferrari S.p.A. to the Company, (ii) the
transfer of Piero Ferrari’s 10 percent shareholding
in Ferrari S.p.A. to the Company, (iii) the initial public
offering of common shares of the Company on the
New York Stock Exchange in October 2015 under
the ticker symbol RACE, and (iv) the distribution, fol-
lowing the initial public offering, of FCA’s remaining
interest in the Company to FCA’s shareholders. On
January 4, 2016, the Company also completed the
listing of its common shares on the Mercato Telem-
atico Azionario (“MTA”, subsequently renamed Eu-
ronext Milan), under the ticker symbol RACE.
INDUSTRY OVERVIEW
Within the luxury goods market, as of 2023, we de-
fine our target market for luxury performance cars
powered by engines producing more than 500 hp
and selling at a retail price in excess of Euro 180,000
(Italian market price including VAT has been used as
reference). The luxury performance car market his-
torically has followed relatively closely growth pat-
terns in the broader luxury market. The luxury per-
formance car market is generally affected by global
macroeconomic conditions and, although we and
certain other manufacturers have proven relatively
resilient, general downturns can have a dispropor-
tionate impact on sales of luxury goods in light of
the discretionary nature of consumer spending in
this market. Furthermore, because of the emotional
nature of the purchasing decision, economic confi-
dence and factors such as expectations regarding
future income streams as well as the social accept-
ability of luxury goods may impact sales.
Following the sharp recession of 2008-2009,
the luxury performance car market has been resil-
ient to further economic downturns and stagnation
in the broader economy, driven by an increase in
new product launches. A sustained period of wealth
creation in several Asian countries and, to a less-
er extent, in the Americas, has led to an expanding
population of potential consumers of luxury goods.
Developing consumer preferences in the Asian
markets, where the newly affluent are increasing-
ly embracing western brands of luxury products,
have also led to higher demand for cars in our seg-
ment, which are primarily produced by established
European manufacturers. In turn, the changing de-
mographic of customers and potential customers
is driving an evolution towards luxury performance
cars also suited to an urban and more frequent use.
Additionally, the growing appetite of younger afflu-
ent purchasers for luxury performance cars has led
to new entrants to the industry, which in turn has re-
sulted in higher sales overall in the market.
After the challenges brought by the onset of the
COVID-19 pandemic in 2020, which depressed indus-
try volumes, the luxury performance car market ex-
perienced a V-shaped recovery in 2021; in 2022 it sur-
passed 2019 pre-pandemic levels, growing again in
2023. Ferrari shipments surpassed the 2019 pre-pan-
demic levels in 2021 (a year earlier than the luxury per-
formance car market), benefiting from actions im-
plemented by the group to mitigate the impact of the
COVID-19 pandemic and to maintain production ca-
pacity. Ferrari continued with strong growth in ship-
ments again in both 2022 and 2023, in line with plans.
As of 2023, Ferrari commenced deliveries of the
Purosangue: the first four-door, four wheel-drive
and four-seater Ferrari. Given this broadening of
Ferrari’s car production, the reference Luxury Per-
formance Car Industry in which Ferrari competes
has been enlarged to include also high-riding four-
door luxury performance cars offering more than
500 hp and priced in excess of Euro 180,000 (Italian
market price including VAT as reference).
Unlike in other segments of the broader luxury
market, in the Luxury Performance Car Industry, a
significant portion of demand is driven by new prod-
uct launches. The market share of individual pro-
ducers fluctuates over time reflecting the timing of
product launches. New launches tend to drive sales
volumes even in difficult market environments be-
cause the novelty, exclusivity and excitement of a
new product is capable of creating and capturing its
own demand from clients. The luxury performance
car market also experienced an increased demand
for personalization and digital connectivity, with sev-
eral industry players introducing customized solu-
tions to serve local markets.
In line with the characteristics of the market as
noted above, one of the key elements driving the
positive performance of the Luxury Performance
Car Industry in 2021, 2022 and 2023 was the re-
newed product offering by several competitors, de-
spite several adverse global events like supply chain
issues, the semi-conductor crisis, rising inflation
and the ongoing conflicts between Russia-Ukraine
and Israel-Hamas. Most of the producers in the Lux-
ury Performance Car Industry managed to navigate
through these difficulties by adjusting their supply
chain policies and by revising their pricing strate-
gies, as well as through the aforementioned renewal
of their product offerings.
Growing environmental concerns are
lead-
ing to the implementation of increasingly stringent
emissions regulations and an increase in demand
for both hybrid and electric vehicles. Cost and lim-
ited charging infrastructure are currently limiting
factors in the demand for electric vehicles, but ad-
vancements in battery technology in coming years
are expected to boost sales of hybrid and electric
high-performance luxury vehicles, although at a
slower pace compared to mass market vehicles. The
ability to combine driving experience with hybrid
and electric technology will be key for the commer-
cial success of high performance luxury vehicles.
48
VOLUMES
FERRARI UNITS
13,000
ENLARGED & LUXURY CAR INDUSTRY UNITS
100,000
11,815
76,695
45,534
Dec 31, 2004
Dec 31, 2023
Dec 31, 2004
Dec 31, 2023
0
0
Ferrari
Luxury Performance Car Industry
Enlarged Luxury Performance Car Industry
BOARD REPORTFERRARI N.V. 2023 ANNUAL REPORT AND FORM 20-F As shown in the chart below, our volumes have historically proven less
volatile than our competitors’. We believe this is due to our strategy of
maintaining low volumes compared to demand, as well as to the higher
number of models in our product portfolio and our more frequent prod-
uct launches compared to our competitors.
VOLUMES
FERRARI UNITS
13,000
ENLARGED & LUXURY CAR INDUSTRY UNITS
100,000
11,815
76,695
45,534
0
Ferrari
Dec 31, 2004
Dec 31, 2023
Dec 31, 2004
Dec 31, 2023
0
Luxury Performance Car Industry
Enlarged Luxury Performance Car Industry
Ferrari, Luxury Performance Car
ciation-DataClub; Russia-AEBRUS;
vehicles. As a result, in addition to the
Industry & Enlarged Luxury Perfor-
Taiwan-Ministry of Transportation and
“Luxury Performance Car Industry”
mance Car Industry data are updated
Communications; Australia-VFACTS-S;
historically considered, we also iden-
to December 31, 2023. Data is based
Japan-JAIA; Indonesia-GAIKINDO; New
tified the “Enlarged Luxury Perfor-
on units registered (in Brazil, Japan,
Zealand-VFACTS; Singapore-LTA, MTA
mance Car Industry”: a broader market
Taiwan, United Kingdom, Germany,
(Land Transport Authority, Motor Trad-
segment which also includes high-rid-
France, Switzerland, Italy, Poland, Hun-
er Associations); South Korea-KAIDA.
ing four door luxury performance cars
gary, Czech Republic, Spain, Sweden,
offering more than 500 hp and priced
Netherlands, Belgium and Austria) or
We identify the Luxury Performance
in excess of Euro 180,000 (Italian mar-
sold (in USA, Canada, South Korea,
Car Industry to include all two-door
ket price including VAT as reference),
Mainland China, Russia, Australia, New
luxury sports cars with power above
mostly sold by the same aforemen-
Zealand, Singapore and Indonesia).
500 hp, and retail price above Euro
tioned competitors with the addition of
Source: USA-US Maker Data Club;
180,000 (Italian market price including
Land Rover.
Brazil-JATO; Canada-JATO; Austria-
VAT as reference) sold by Aston Martin,
OSZ; Belgium-FEBIAC; France-SIV;
Audi, Bentley, BMW, Ferrari, Ford,
Ferrari data based on internal informa-
Germany-KBA; UK-SMMT; Italy-UNRAE;
Honda/Acura, Lamborghini, Maserati,
tion for the 25 Top Countries (exclud-
Netherlands-VWE; Poland-CEPiK;
McLaren, Mercedes Benz, Porsche and
ing Middle East countries) for Ferrari
Hungary-Ministry of the Interior; Czech
Rolls-Royce.
Republic-Cars Importers Association;
annual registrations and sales (which
accounted for approximately 91% of
Spain-TRAFICO; Sweden-BranschData;
With the Purosangue, Ferrari entered
the total Ferrari shipments in 2023).
Switzerland-ASTRA; Mainland Chi-
a new segment of four-door and
na-China Automobile Industry Asso-
four-wheel drive high performance
49
FERRARI N.V. 2023 ANNUAL REPORT AND FORM 20-FBOARD REPORT In 2023, Ferrari’s volumes in the largest 25 markets increased compared to
2022, primarily driven by the contribution from our enlarged product range.
The charts below set forth our market shares in 2023 based on volumes
in our largest 25 markets by geographical area.
LUXURY PERFORMANCE CAR INDUSTRY MARKET SHARE
MARKET
Top 25 Market
EMEA
Americas
Mainland China & Taiwan
Rest of APAC
25%
24%
20%
43%
38%
0
100%
MARKET SHARE
ENLARGED LUXURY PERFORMANCE CAR INDUSTRY MARKET SHARE
MARKET
Top 25 Market
EMEA
Americas
Mainland China & Taiwan
Rest of APAC
15%
16%
12%
20%
23%
0
100%
MARKET SHARE
In 2023, we had a market share of 25% in
Netherlands, Belgium and Austria) or
Zealand-VFACTS; Singapore-LTA, MTA
the Luxury Performance Car Industry,
sold (in USA, Canada, South Korea,
(Land Transport Authority, Motor Trad-
which is our historic reference market.
Mainland China, Russia, Australia, New
er Associations); South Korea-KAIDA.
Zealand, Singapore and Indonesia).
In 2023, we had a market share of 15%
Source: USA-US Maker Data Club;
We identify the "Luxury Performance
in the Enlarged Luxury Performance
Brazil-JATO; Canada-JATO; Austria-
Car Industry" to include all two-door
Car Industry, in which also high riding
OSZ; Belgium-FEBIAC; France-SIV;
luxury sports cars with power above
four-door luxury performance cars
Germany-KBA; UK-SMMT; Italy-UNRAE;
500 hp, and retail price above Euro
are included.
Netherlands-VWE; Poland-CEPiK; Hun-
180,000 (Italian market price including
gary- Ministry of the Interior; Czech
VAT as reference) sold by Aston Martin,
Ferrari, Luxury Performance Car
Republic-Cars Importers Association;
Audi, Bentley, BMW, Ferrari, Ford,
Industry & Enlarged Luxury Perfor-
Spain-TRAFICO; Sweden-BranschDa-
Honda/Acura, Lamborghini, Maserati,
mance Car Industry data are updated
ta; Switzerland-ASTRA; Mainland
McLaren, Mercedes Benz, Porsche and
to December 31, 2023. Data is based
China-China Automobile Industry
Rolls-Royce. Ferrari is market leader in
on units registered (in Brazil, Japan,
Association-DataClub; Russia-AEBRUS;
several countries, including Italy, Japan,
Taiwan, United Kingdom, Germany,
Taiwan-Ministry of Transportation and
Mainland China, Taiwan, Singapore and
France, Switzerland, Italy, Poland, Hun-
Communications; Australia-VFACTS-S;
South Korea among others.
gary, Czech Republic, Spain, Sweden,
Japan-JAIA; Indonesia-GAIKINDO; New
50
BOARD REPORTFERRARI N.V. 2023 ANNUAL REPORT AND FORM 20-F LUXURY PERFORMANCE CAR INDUSTRY MARKET SHARE
25%
24%
20%
43%
38%
MARKET
Top 25 Market
EMEA
Americas
Mainland China & Taiwan
Rest of APAC
MARKET
Top 25 Market
EMEA
Americas
Mainland China & Taiwan
Rest of APAC
0
0
15%
16%
12%
20%
23%
ENLARGED LUXURY PERFORMANCE CAR INDUSTRY MARKET SHARE
MARKET SHARE
100%
MARKET SHARE
100%
With the Purosangue, Ferrari entered
high-riding four-door luxury per-
in Italy, Taiwan, Singapore and Japan
in a new segment of four-door and
formance cars offering more than
among others.
four-wheel drive high performance
500 hp and priced in excess of Euro
vehicles. As a result, in addition to
180,000 (Italian market price includ-
Ferrari data based on internal informa-
the “Luxury Performance Car In-
ing VAT as reference), mostly sold by
tion for the 25 Top Countries (exclud-
dustry” historically considered, we
the same aforementioned competi-
ing Middle East countries) for Ferrari
also identified the “Enlarged Luxury
tors with the addition of Land Rover.
annual registrations and sales (which
Performance Car Industry”: a broader
With respect to the Enlarged perim-
accounted for approximately 91% of
market segment which also includes
eter, Ferrari maintains its leadership
the total Ferrari shipments in 2023).
While we monitor our market share as an indica-
tor of our brand appeal, we do not regard market
share as particularly relevant as compared to oth-
er segments of the automotive industry. We are not
focused on market share as a performance metric.
Instead, we deliberately manage our supply relative
to demand, to defend and promote our brand exclu-
sivity and premium pricing.
COMPETITION
Competition in the luxury performance car market
is concentrated in a fairly small number of produc-
ers, including both large automotive companies
that own luxury brands as well as small produc-
ers exclusively focused on luxury cars, like us. Our
main competitors are Lamborghini, McLaren, Aston
Martin, Rolls-Royce and Bentley, as well as Porsche,
Mercedes, Audi, BMW and Land Rover in certain
segments of the market, and may vary based on the
technical characteristics and target customer seg-
ment for each model.
Competition in the luxury performance car mar-
ket is primarily driven by the strength of the brand
and the appeal of the products in terms of perfor-
mance, driving thrills, styling and innovation as well
as by the manufacturers’ ability to regularly renew
their product offerings to continue to stimulate cus-
tomer demand.
Competition among similarly positioned luxury
performance cars is also driven by price and total
cost of ownership. Resilience of the car value after
a period of ownership is an important competitive
dimension among similarly positioned luxury cars,
because higher resilience decreases the total cost
of ownership and promotes repeat purchases: we
believe this is a strong competitive advantage of
Ferrari cars.
OVERVIEW OF OUR BUSINESS
SPORTS CAR LINE-UP
SPORTS CAR LINE UP
RANGE MODELS
SPECIAL SERIES
ICONA
SUPERCAR
Our product offering comprises four main pillars:
Range, Special Series, Icona and Supercar. Our cur-
rent product portfolio includes nine Range models
(three V8 internal combustion engine (“ICE”) models:
Portofino M, Roma and Roma Spider; two V12 ICE
models: 812 GTS and Purosangue; two V6 hybrid
models: 296 GTB and 296 GTS; two V8 hybrid mod-
els: SF90 Stradale and SF90 Spider), four Special Se-
ries models (812 Competizione, 812 Competizione A,
SF90 XX Stradale and SF90 XX Spider), and one lim-
ited edition Icona model (Daytona SP3). We also from
time to time produce limited edition Supercars and
One-Off cars. Our most recent Supercar model, the
LaFerrari Aperta, was launched in 2016 to celebrate
our 70th anniversary. In 2023, we launched five mod-
els (the Roma Spider, SF90 XX Stradale and SF90 XX
Spider, the 296 Challenge and the 499P Modificata)
and we completed the shipments of the F8 Tributo
and F8 Spider, while the Portofino M is approaching
the end of its lifecycle in early 2024.
51
FERRARI N.V. 2023 ANNUAL REPORT AND FORM 20-FBOARD REPORT Our diversified product offering may include different architectures
(such as front-engine and mid-rear engine), engine sizes (V6, V8 and V12),
technologies (natural aspirated, turbo-charged, hybrid), body styles
(such as coupes, spiders, targa and 4-doors) and seats (2 seaters, 2+
seaters, 4 seaters).
ROAD CARDS
RANGE MODELS
296 GTB V6 Hybrid
296 GTS V6 Hybrid
SF90 Stradale V8 Hybrid
SF90 Spider V8 Hybrid
Roma V8
Roma Spider V8
Portofino M V8
812 GTS V12
Purosangue V12
SPECIAL SERIES
ICONA
SUPERCAR
812 Competizione/A V12
SF90 XX/ Sp. V8 Hybrid
Daytona SP3 V12
ONE OFF
KC23
SP-8
KC23 V8
SP-8 V8
52
BOARD REPORTFERRARI N.V. 2023 ANNUAL REPORT AND FORM 20-F ROAD CARDS
RANGE MODELS
TRACK CARS
FERRARI CHALLENGE
THE XX PROGRAMME
COMPETIZIONI GT
RACING CLIENTI
296 GTB V6 Hybrid
296 GTS V6 Hybrid
SF90 Stradale V8 Hybrid
SF90 Spider V8 Hybrid
296 Challenge V6
FXX K EVO V12
296 GT3 V6
499P Modificata V6
We target end clients seeking high performance cars with distinctive
design and state-of-the-art technology. Our broad product portfolio is
designed to fulfill the strategy of “different Ferrari for different Ferraris-
ti, different Ferrari for different moments”, which means being able to
offer a highly differentiated product line-up that can meet the varying
needs of current and new customer segments (in terms of sportiness,
comfort, on-board space and design, amongst others) and that can al-
low our existing clients to use a Ferrari in various moments of their lives.
We believe that our target end clients can be divided into two main cat-
egories: on the one hand, the “Sports Car Driver”, a client looking for an
elegant and understated design, who likes driving their car in a variety of
locations and conditions, alone or with passengers, and who uses their
Ferrari for longer journeys; on the other hand, the “Pilot”, a client looking
for a high performing and extreme sports car, who intends to drive their
car on track and on challenging roads, and who is looking for an exciting
driving experience.
ICONA
SUPERCAR
TARGET END CLIENTS
SPORTCAR DRIVER
PILOT
We are also actively engaged in after sales activities driven, among oth-
er things, by the objective of preserving and extending the market value
of the cars we sell. We believe our cars’ performance in terms of value
preservation after a period of ownership significantly exceeds that of
any other brand in the luxury car segment. High residual value is import-
ant to the primary market because clients, when purchasing our cars,
take into account the expected resale value of the car in assessing the
overall cost of ownership. Furthermore, a higher residual value poten-
tially lowers the cost for the owner to switch to a new model thereby sup-
porting client loyalty and promoting repeat purchase.
53
Roma V8
Roma Spider V8
Portofino M V8
812 GTS V12
Purosangue V12
SPECIAL SERIES
812 Competizione/A V12
SF90 XX/ Sp. V8 Hybrid
Daytona SP3 V12
ONE OFF
KC23
SP-8
KC23 V8
SP-8 V8
FERRARI N.V. 2023 ANNUAL REPORT AND FORM 20-FBOARD REPORT The following chart shows the percentage of our unit shipments(1) by
pillar(2) for the years ended December 31, 2023, 2022 and 2021:
PERCENTAGE OF UNIT SHIPMENTS BY PILLAR
2%
1%
97%
<1%
3%
96%
1%
6%
93%
SHARE
100%
0%
2021
2022
2023
Icona
Special Series
Range
(1) Excluding the XX Programme, racing cars, one-off and pre-owned cars.
(2) There were no shipments of Supercars during the period from 2021 to 2023.
The following chart shows the percentage of our unit shipments(1) by geo-
graphic market for the years ended December 31, 2023, 2022 and 2021:
PERCENTAGE OF UNIT SHIPMENTS BY GEOGRAPHIC MARKET
SHARE
100%
0%
17.3%
8.1%
25.4%
49.2%
17.1%
11.7%
26.1%
45.1%
16.8%
10.9%
27.9%
44.4%
2021
2022
2023
Rest of Apac
Mainland China, Hong Kong and Taiwan
Americas
EMEA
(1) Excluding the XX Programme, racing cars, one-off and pre-owned cars.
See also “Financial Overview—Trends, Uncertainties and Opportunities—Shipments”.
54
BOARD REPORTFERRARI N.V. 2023 ANNUAL REPORT AND FORM 20-F PERCENTAGE OF UNIT SHIPMENTS BY PILLAR
PERCENTAGE OF UNIT SHIPMENTS BY ENGINE TYPE
The following chart shows the percentage of our unit shipments(1) by
engine type for the years ended December 31, 2023, 2022 and 2021:
SHARE
100%
2%
1%
97%
<1%
3%
96%
1%
6%
93%
2021
2022
2023
0%
Special Series
Icona
Range
SHARE
100%
PERCENTAGE OF UNIT SHIPMENTS BY GEOGRAPHIC MARKET
17.3%
8.1%
25.4%
49.2%
17.1%
11.7%
26.1%
45.1%
16.8%
10.9%
27.9%
44.4%
2021
2022
2023
0%
Rest of Apac
Americas
EMEA
Mainland China, Hong Kong and Taiwan
SHARE
100%
15%
85%
22%
78%
44%
56%
2021
2022
2023
0%
Hybrid
ICE
(1) Excluding the XX Programme, racing cars, one-off and pre-owned cars.
RANGE
Our Range line comprises products designed for
both our Pilot and our Sports Car Driver clients.
Range models designed for Pilot clients are
characterized by compact bodies, a design guided
by performance and aerodynamics, that often ben-
efit from technologies initially developed for our For-
mula 1 single-seaters or other racing activities. They
favor performance over comfort, seeking to pro-
vide the driver with an immediate response and su-
perior handling, leveraging state-of-the-art vehicle
dynamics, components and controls. We currently
offer five such models: the SF90 Stradale and the
SF90 Spider, our first series production cars which
feature PHEV technology that combines a V8 en-
gine (780 hp) with three electric motors allowing the
car to reach 1,000 hp; the 812 GTS, equipped with a
front V12 engine (800 hp); the 296 GTB and the 296
GTS, which also feature PHEV technology and are
powered by the first 6-cylinder engine installed on
a Ferrari road car, producing 830 hp of total power
output delivered by the new 120° V6 engine (663 hp),
coupled with an electric motor capable of delivering
a further 122 kW (167 hp) – an unprecedented per-
formance for a V6 car.
Range models designed for Sports Car Driv-
er clients, which also exhibit the performance ex-
pected of a Ferrari, are characterized by more re-
fined interiors with a higher focus on comfort and
on-board life quality. We currently offer three such
models: two models equipped with our V8 engine;
the Roma (620 hp) and the Roma Spider (620 hp), and
one model equipped with our V12 naturally aspirat-
ed engine, the Purosangue (725 hp) launched in Sep-
tember 2022. In 2023 we also offered the Portofino
M (620 hp), which is equiped with our V8 engine and
is approaching the end of its lifecycle in early 2024.
SPECIAL SERIES
From time to time, we also design, engineer and
produce Special Series cars which can be limited
in time or volume and are usually based on some
of our Range models but introduce novel product
concepts. These cars are characterized by signif-
icant modifications designed to enhance perfor-
mance and driving thrills. Our Special Series cars
are particularly targeted to collectors and, from
a commercial and product development stand-
point, they facilitate the transition from existing to
new Range models. In 2021, we launched the 812
Competizione, shipments of which commenced in
2022, and the 812 Competizione A, for which ship-
ments commenced in 2023. The 812 Competizione
and the 812 Competizione A, respectively a coupe
and targa, both feature 830 hp engines with an ex-
traordinary weight to power ratio of 1.79 kg/hp,
which puts them at the top of our V12 car catego-
ry, reaching 0-100 km/h in 2.85 seconds and 0-200
km/h in 7.7 seconds. In 2023, we launched the SF90
XX Stradale and SF90 XX Spider, the new pinnacle
of performance and technological content, and the
first XX street legal cars. The coupè reaches 0-100
km/h in 2.3 seconds and 0-200 km/h in 6.5 seconds,
and set the Fiorano lap time record for street legal
cars with 1 minute and 17.3 seconds. Shipments of
these cars are expected to start in 2024.
55
FERRARI N.V. 2023 ANNUAL REPORT AND FORM 20-FBOARD REPORT ICONA
In September 2018, we introduced a new pillar of
our product portfolio: the Icona, a unique concept
that takes inspiration from the iconic concepts of
our history and reinterprets them in a modern fash-
ion, pairing timeless design with state-of-the-art
materials and technology. The first example of this
strictly limited-edition product line-up is the Ferra-
ri Monza SP1/SP2, which is inspired by the classic
collectible barchetta cars, the 750 Monza and 860
Monza, and currently out of production. In 2021, the
Daytona SP3 was unveiled. This limited-edition targa
takes inspiration from legendary Ferrari sports pro-
totypes of the 1960s and sports a naturally aspirat-
ed V12 engine, mid-rear-mounted in typical racing
car style. The most iconic of all Ferrari’s engines, this
power unit delivers 840 hp – along with 697 Nm of
torque and maximum revs of 9500 RPM – making it
the most powerful naturally aspirated road engine
ever built by Ferrari.
SUPERCARS
In line with our tradition of Supercars starting with
the GTO (288 GTO) in 1984, and including the F40 in
1987, the F50 in 1995, the Enzo in 2002, the LaFerrari
in 2013 and the LaFerrari Aperta, our latest super-
car launched in 2016, we also produce limited edi-
tion Supercars. These are the highest expression of
Ferrari road car performance at the time and are of-
ten the forerunners of technological innovations for
future Range models, with innovative features and
futuristic design.
TRACK CARS
We also develop special track racing cars that are
based on our range and special series models. These
PRODUCT OFFERING STRATEGIC PILLARS
cars are not registered for use on the road and may
only be used on track in competitive and non-compet-
itive race events, including for our XX Programme,
Endurance and Racing Clienti activities.
ONE-OFFS
In order to meet the varying needs of our most loyal
and discerning clients, we also produce a very lim-
ited number of One-Off models. While based on the
chassis and equipped with engines of one of the cur-
rent models for homologation and registration pur-
poses, these cars reflect the exact exterior and inte-
rior design specifications requested by the clients,
and are produced as a single, unique car. Some of
the most iconic models emerged from our One-Off
program include the SP12 EC (inspired by the 512 BB
and created in 2011), the F12 TRS (a radical two-seat
roadster created on the platform of the F12 Ber-
linetta in 2014), the Ferrari SP38 (a superlative mid-
rear V8 turbo taking inspiration from the legendary
Ferrari F40), the 458MM Speciale (the last mid rear
model with a V8 naturally aspirated engine in 2016),
the Ferrari P80/C, a real track car taking inspiration
from past Ferrari Sport Prototipo models, and the
Ferrari Omologata, based on the 812 Superfast V12
platform. The last models include the BR20, a very el-
egant V12 based on the GTC4 Lusso and produced
in 2021, and the SP48 Unica, based on the F8 Trib-
uto, and SP51, based on the 812 Superfast but with
an open-air configuration, both launched in 2022. In
2023, we produced the KC23, a non-homologated
car based on the 488 GT3 and featuring a futuristic
design, as well as the SP-8, which is based on the F8
Tributo and features a particular targa design and
visible carbon fiber in the front part of the car.
The following chart shows our product offer-
ing’s strategic pillars in terms of their appeal to Fer-
raristi and collectors respectively.
Future Ferraristi
Ferraristi
Collectors
Range
Special Series
Icona
Supercar
56
BOARD REPORTFERRARI N.V. 2023 ANNUAL REPORT AND FORM 20-F PERSONALIZATION OFFER
One-Off
Tailor made
Special Equipment
Personalization Program
“Carrozzeria Scaglietti”
Maranello
TM Center
@Maranello
@New York
@Shangai
Atelier
@Maranello
@New York
@Shangai
Dealership with
Special Equipment
Dealership
PERSONALIZATION OFFER
All of our models feature highly customizable inte-
rior and exterior options, which are included in our
personalization catalogue. Some of these options in-
clude performance contents like carbon fiber parts,
carbon fiber wheels, titanium exhaust systems, alter-
native brake caliper colors, parking cameras, Mag-
naRide dual mode suspension, various door panel
configurations, steering wheel inserts and state-of-
the-art custom high fidelity sound systems. Starting
with the SF90 Stradale and the SF90 Spider, we have
also introduced the “Assetto Fiorano” configuration,
which provides numerous exclusive features for
those who seek extreme performance and design.
This specific configuration is also available for the
296 GTB and 296 GTS. For models launched in 2023,
we added new personalization features for our cli-
ents to choose from, including the possibility to have
the soft top in different fabrics/colors (Roma Spider)
or the body of the car in natural carbon-fiber with a
clear lacquer finish (Daytona SP3 and SF90 XX).
With our “Special Equipment & Atelier” program,
we offer clients additional customization choices for
their cars. Our specialists are able to guide clients in
creating a highly personalized car through a wide
catalogue of special items such as different types of
rare leathers, custom stitching, special paints, spe-
cial carbon fiber, and personalized luggage sets de-
signed to match the car’s interior. In 2023, we also
launched a dedicated livery celebrating the partici-
pation in the WEC series (crowned by Ferrari’s vic-
tory at Le Mans).
The “Tailor Made” program provides an addi-
tional level of personalization to meet the increased
expectations of our clients. A dedicated Ferrari de-
signer assists clients in selecting and applying virtu-
ally any specific design element of their choice. Our
clients benefit from a large selection of finishes and
accessories in an array of different materials (rang-
ing from cashmere to denim), treatments and hues.
To assist our clients’ choice, we also offer three col-
lections inspired by Ferrari’s own tradition: Scuderia
(taking its lead from our sporting history), Classica
(bringing a modern twist to the styling cues of our
signature Range models) and Inedita (highlighting
more experimental and innovation-led personaliza-
tion). In 2023, we developed several innovative proj-
ects, including one which supported a charity event
in New York.
The “One-off” program is the maximum level
of personalization and exclusivity. See “—One-Offs”
above for additional details.
DESIGN
Design is a fundamental and distinctive aspect of
our products and our brand. The design of a Ferra-
ri is a structural part of our innovation process, and
everything we do to develop the lines of our cars is
functional to increase their performance and driv-
ing thrills. Our designers, modelers and engineers
work together to create car bodies that incorporate
the most innovative aerodynamic solutions in the
sleek and powerful lines typical of our cars. The in-
teriors of our cars seek to balance functionality, aes-
thetics and comfort. Cockpits are designed to maxi-
mize the driving experience, tending towards more
sporty or more comfortable depending on the mod-
el. The interiors of our vehicles boast elegant and so-
57
PRODUCT OFFERING STRATEGIC PILLARS
Future Ferraristi
Ferraristi
Collectors
Range
Special Series
Icona
Supercar
FERRARI N.V. 2023 ANNUAL REPORT AND FORM 20-FBOARD REPORT phisticated trims and details that enhance the ergo-
nomic layout of all main controls, many of which are
clustered on the steering wheel. A guiding principle
of our design is that each new model represents a
clear departure from prior models and introduces
new and distinctive aesthetic elements, delivering
constant innovation within the furrow of tradition.
For the design of our cars we have relied histor-
ically on Italian coachbuilders such as Carrozzeria
Touring, Vignale, Scaglietti and Pininfarina. These
partnerships helped Ferrari in defining its design lan-
guage at the forefront of design advance. Through-
out the years this area of excellence has been rec-
ognized repeatedly by a long series of awards being
bestowed upon Ferrari cars.
In 2010 we established the Ferrari Design Cen-
tre, our in-house design department, with the ob-
jective of improving control over the entire design
process and ensuring long-term continuity of the
Ferrari style. The mission of the Ferrari Design Cen-
tre is to define and evolve the stylistic direction of the
marque, imprinting all new products with a modern
stamp, according to a futuristic, uncompromised
vision. The name and logo “Ferrari Design” denotes
all concepts and works of the Ferrari Design Cen-
tre (see “—Intellectual Property”). The Ferrari Design
Centre handles all aspects of automotive styling for
the Ferrari road cars product range, encompassing
the styling of all bodywork, external components
and interior trim, applied to series production mod-
els for the Range, Special Series, Supercars, Icona,
One-Offs, concept cars and some track-only mod-
els. The Ferrari Design Centre also includes a Col-
or & Trim unit which manages the choice of mate-
rials and finishes for both exterior and interior trim
and, in addition, is responsible for the Tailor Made
program in conjunction with the Product Market-
ing department. The Ferrari Design Centre is also
often involved in the styling and conceptual defini-
tion of Ferrari branded products produced by our
licensees (see “—Lifestyle”). In 2019, we created the
Advanced Design team, a laboratory that aims at
defining the brand’s design vision, developing new
concepts and formal languages through so far un-
explored methods and tools, and trying to achieve
simplification and formal purity while staying true to
the Ferrari DNA which has characterized its history.
The Ferrari Design Centre is organized as an
integrated automotive design studio, employing a
total workforce of approximately 60 employees (in-
cluding designers, 3D surfacing operators, physical
modelers and graphic artists), as well as contrac-
tors. It operates a modeling studio fully equipped
with 5-axis milling machines with the capacity to de-
velop various full-scale models (interior and exteri-
or) in parallel.
In September 2018, we opened a new building
for the Ferrari Design Centre, which is our first fa-
cility fully dedicated to our in-house design depart-
ment. The new building hosts two Ateliers and the
Tailor Made department to engage clients with Fer-
rari’s rich personalization services. The Ferrari De-
sign Centre has designed our most recent cars, in-
cluding our entire current line-up.
During its 14 year history, the Ferrari Design Cen-
tre has received many prestigious design awards
58
BOARD REPORTFERRARI N.V. 2023 ANNUAL REPORT AND FORM 20-F for the cars it designed, including the following in the
last 2 years:
• Ferrari Purosangue: Car Design Award (2023);
Red Dot Best of The Best Award (2023); iF Design
Award (2023); EyesOn Design Award - Best Pro-
duction Vehicle (2023); AUTONIS Award- Auto
Motor und Sport (2023);
Best Award (2023);
• Ferrari Vision Gran Turismo: Red Dot Best of The
• Ferrari 296 GTS: Red Dot Design Award (2023);
• Ferrari Daytona: iF Design Award (2023);
• Ferrari Roma Spider: AUTONIS Award- Auto Mo-
tor und Sport (2023); Sunday Times - Dream Car
Award (2023);
• Ferrari Design Centre: Car Design Award 2023 –
• Ferrari Daytona SP3: Red Dot Best of The Best
Ferrari brand design language (2023);
(2022); EyesOn Design Award (2022); Grand Prix
du Design- Automobile Awards (2022);
• Ferrari 296 GTB: iF Design Award (2022); Red Dot
Design Award (2022); Car Design Award (2022);
PRODUCT DEVELOPMENT
AUTONIS - Auto Motor und Sport - Best Design In-
novation (2022); Supercar Of The Year – Top Gear
Awards (2022);
• Ferrari 812 Competizione:
• Ferrari 812 Competizione A: iF Design Award
(2022); Red Dot Design Award (2022);
iF Design Award
(2022); Red Dot Design Award (2022).
The multi-year collaboration with the creative col-
lective LoveFrom, which started in September 2021,
continues today and the partnership brings togeth-
er Ferrari’s legendary performance and excellence
and LoveFrom’s experience and creativity that has
defined extraordinary world changing products.
PRODUCT DEVELOPMENT
AND TECHNOLOGICAL INNOVATION
Our development efforts take into account the three
pillars of competitive advantage of Ferrari cars: de-
sign, performance and driving thrills.
Design
Performance
Driving thrills
Design: sight is the first sense to enjoy a Ferrari and
the design of a Ferrari is a structural part of our in-
novation process. Everything we do to develop the
design of our cars is functional to increase their per-
formance and driving thrills.
Performance: features such as power, aerody-
namics, weight, driveline and mechatronics all con-
tribute to determine the lap time on track. We strive
to ensure that every Ferrari is the best performing
car in its segment.
Driving thrills: a key differentiator of Ferrari
cars. There are five main elements to driving thrills:
longitudinal acceleration, lateral acceleration, brak-
ing, gear change and sound.
INNOVATION PRINCIPLES
Our goal with innovation is to enhance the perfor-
mance and driving thrills of our cars. The unique
Ferrari way of developing a car involves the follow-
ing main elements:
know-how;
• leveraging on Formula 1 and racing-specific
• prioritizing innovations in core hardware and
• tailoring existing solutions available on the mar-
• developing distinctive and iconic components.
software, including through open innovation;
ket; and
In addition to these internally driven factors, regula-
tion is key in determining the direction of innovation.
Furthermore, being prepared for change is part
of our DNA, and climate change is a further stimu-
lus for us to innovate. In the nearW future, we expect
Ferrari’s innovation program to be focused not only
on electric transition but also on innovative materi-
als, alternative fuels, lubricants and coolants, as well
as on aerodynamics.
In this regard, we have placed significant focus
on introducing new materials, such as recycled alu-
minum, for which CO2 emissions could be reduced
by up to 90%, and we are working with partners on
the use of alternative fuels, such as hydrogen, E-Fu-
59
FERRARI N.V. 2023 ANNUAL REPORT AND FORM 20-FBOARD REPORT els, coolants and lubricants which would allow us to
reduce emissions while continuing to use internal
combustion engines that preserve our heritage.
Our goal is to find technological solutions that
will allow us to be compliant with applicable regula-
tions, without penalizing the performance and driv-
ing thrills of our cars.
on combustion engine cooling systems to devel-
op the best and most efficient solutions for our
future electric engines; and
• the performance software - the performance
software, as we apply everything we have
learned over the years in the combustion world
to the new challenges of the electrification era.
KEY FEATURES OF OUR OFFER
Ferrari Dynamic and Sensors
Sensors and the relevant know-how built over de-
cades contribute to the driving thrills and perfor-
mance, as well as reliability and car safety.
Our first sensor, a position sensor, was adopted
in 1980 on the Ferrari 308GTBi. Now, a Ferrari car
can have hundreds of sensors, including acceler-
ometers, gyroscopes, microphones, and others,
which improve vehicle dynamics as well as perfor-
mance and driving thrills.
In the near future, our cars will be equipped with
new sensors that will allow us to further improve
the existing features and enable new functions, and
that will play a fundamental role on battery manage-
ment, increasing the life of the battery as well as the
safety of our cars. Longer term, new sensors tech-
nology will allow for new applications and a step-up
in performance.
By combining sensors and software, it will be
possible to further improve the performance and
driving thrills of our cars. For example, comparing a
Ferrari with a 6D sensor and one without it, we have
reduced our braking distance by approximately 10%
thanks to the information collected through acceler-
ometers, gyroscopes, and the deep control vehicle
software know-how. Another example is the FAST
(“Ferrari Active Suspension Technology”), a technol-
ogy first introduced on the Purosangue that enables
our cars to apply the best suspension for every driv-
ing condition by keeping the vehicle body at the best
elevation for riding. FAST controls body roll in cor-
ners as well as the tire contact patch over high-fre-
quency bumps.
Architecture
The other principal technical area we are focusing
on is architecture. Our architecture covers all princi-
pal technical specifications of future Ferrari models.
We expect that innovation requirements will arise
principally from: the evolution of engine families; the
level of hybridization and electrification; modes of
traction; the number of seats up to a real four-seat-
er; and the body style, which will vary much more
significantly than in the past.
We expect that our core architectures will be the
rear-mid-engine architecture and the front-mid-en-
gine architecture, each comprising several variants.
Three Powertrains with Distinctive
Driving Emotions
Ferrari engines are characterized by prime perfor-
mance in a key parameter for cars’ engines: specif-
ic power (power for displacement and power for
mass/weight). We intend to broaden the powertrain
offering to include full electric, hydrogen and oth-
er technologies as well as the internal combustion
engine (ICE) which continues to represent Ferrari’s
heritage. Ferrari targets a well-diversified prod-
uct portfolio, composed of ICE, hybrid engines and
full electric engines, each one delivering distinctive
driving emotions.
• ICE – Ferrari will continue to pursue the internal
combustion engine evolution and, with the sup-
port of partners, will develop solutions in energy
efficiency and alternative fuels to build on an es-
sential part of the Company’s heritage.
• Hybrid – our cars have shown that hybrid is
the right technology for increasing pure per-
formance, and we have taken advantage of the
technology transfer from the racing world.
Ferrari firmly believes that the hybrid power-
train can further increase performance, as evi-
denced by the four hybrid cars currently in our
product portfolio.
• Electric – leveraging strong commonalities with
the internal combustion engine, including tech-
nology transfer from the racing world, precision
mechanics, fluid-dynamics and performance
software, electric technology will also provide
unique elements, driving emotions and the thrills
of a true Ferrari.
The worlds of electric and combustion engines have
many similarities, including:
• the racing world - Formula 1 and other racing
competitions were and will be the starting point
for the development and test of new contents to
use on our range cars. For instance, the archi-
tecture of our electric engine is racing derived;
but the challenge has been to industrialize that
engine, in order to move from unitary produc-
tion to that of thousands of units. A challenge that
we have met thanks to the precision mechanics
know-how already existing in Maranello;
• the fluid dynamics - cooling systems are key to,
among other things, the performance and dura-
bility of electric engines. We use our know-how
60
BOARD REPORTFERRARI N.V. 2023 ANNUAL REPORT AND FORM 20-F FERRARI ARCHITECTURE: MAXIMUM PERFORMANCE AND FLEXIBILITY
ENGINE
ICE
HYBRID
FULL
ELECTRIC
DRIVELINE
V6
V8
V12
V6
V8
2 WD
4 WD
TECHNOLOGY AS A MEAN TO PROVIDE A WIDER OFFERING
Autonomous driving and connectivity
While we do not intend to develop self-driving cars,
we will adopt certain features of autonomous driv-
ing technology in response to regulatory develop-
ments and customer preferences, especially in the
Range segment. For example, in 2018 we launched
initial functionalities for Advanced Driving Assistant
Systems (ADAS) such as predictive braking and au-
tomatic cruise control on current models, and fur-
ther innovations will be introduced in future models.
Ferrari is carefully monitoring the evolution of
autonomous driving technologies, including sen-
sors, new chips, artificial intelligence and connec-
tivity, and we will select and customize those inno-
vations compatible with the Ferrari experience and
the highest security standards. These technologies
combined with the hybridization and the incoming
cybersecurity requirements will also have an im-
portant impact on the electronic architecture of our
cars and we are presently developing our future
electrical and electronic architecture to take into ac-
count these requirements.
“MAKE OR BUY” APPROACH
Ferrari will continue to develop and produce its core
components in-house with a strong focus on innova-
tion, while co-developing and tailoring best-in-class
existing solutions with selected partners. Strategic
partnerships in non-core hardware and software
areas will provide access to state-of-the-art technol-
ogies, helping to maintain a disciplined approach to-
wards investment whilst enhancing design, perfor-
mance and driving thrills.
MANUFACTURING
Our production facilities are located in Maranello
and in Modena, Italy (see “—Properties”). Our produc-
tion processes include supply chain management,
production and distribution logistics of cars in our
Range models and Special Series, as well as assem-
bly of prototypes and avanseries.
Notwithstanding the low volumes of cars pro-
duced, our production process requires a great va-
riety of inputs (over 70,000 product identifier codes
sourced from approximately 500 total suppliers)
entailing complex supply chain management to en-
sure continuity of production. Our stock of supplies
is warehoused in or near Maranello, and its manage-
ment is outsourced to a third party logistics company.
Production of our cars starts with the aluminum
bodyworks at our plant in Modena (Carrozzeria Sca-
glietti) and the remainder of the manufacturing pro-
cess takes place at our plant in Maranello, including
aluminum alloy casting in our foundry, engine con-
struction, mechanical machining, painting, car as-
sembly and bench testing. All parts and components
not produced in house at Ferrari are sourced from
our panel of suppliers (see “—Procurement”).
In recent years we have made significant invest-
ments in our manufacturing facilities. Equipment
may require substantial investment with the intro-
duction of new models or to maintain state-of-the-
art technology, particularly in the case of shell tools
for the foundry, tools for machining, feature tools
for body welding and special mounting equipment
for the assembly. Since 2021 we have been acquir-
ing additional resources and production equip-
ment, mainly in relation to Battery Electric Vehicles
(“BEVs”), to successfully manage the new technolog-
ical advancements and related challenges resulting
from the transition to electrification. Our BEVs and
related components will be produced in our e-build-
ing, a strategic asset that is expected to be inaugu-
rated in June 2024. For additional information relat-
ing to our e-building see “—Properties”)
As at December 31, 2023, our production pro-
cesses employed 1,701 engineers, technicians and
other personnel (177 white collar employees and
1,524 blue collar, of which 475 were agency produc-
61
FERRARI N.V. 2023 ANNUAL REPORT AND FORM 20-FBOARD REPORT tion workers). We have a flexible production organi-
zation, which allows us to adjust production capacity
to accommodate our expected production require-
ments. This is primarily due to the low volume of
cars we produce per year and to our highly skilled
and flexible employee base that can be deployed
across various production areas. In addition, we can
adjust our make-or-buy strategies to address fluctu-
ations in the level of demand on our internal produc-
tion resources. Our facilities can accommodate an
increase in production compared to current output
with the increase of weekend shifts to address spe-
cial peaks in demand. Since 2021 we have increased
production with the introduction of a second shift
on car assembly lines in addition to the single shift
operated on the V8 assembly line. We constantly
work to increase the utilization rate and reduce the
internal scrap rate and we closely monitor an index
of our production efficiency. We are also committed
to continually improving the reliability of our cars,
reducing defects, and optimize finishing.
Unlike most low volume car producers, we op-
erate our own foundry and machining department
producing several of the main components of our
engines, such as engine blocks, cylinder heads and
crankshafts. We believe this accelerates product
development and results in components that meet
our specifications more closely.
Engine Production
Our engines are produced according to a vertical
structure, from the casting of aluminum in our found-
ry up to the final assembly and testing of the engine.
Several of the main components of our engines,
such as blocks and cylinder heads are produced at
our foundry in Maranello. For this purpose, we use a
special aluminum alloy that includes seven percent
silicon and a trace of iron, which improves mechani-
cal integrity, as well as our own shell and sand casting
molds. Once all components are ready, engines are
assembled on different lines for our V12 engines, our
V8 and V6 engines, and the V6 engines for Maserati.
The assembly process is a combination of automatic
and manual operations. At the start of the assembly
process, each engine is identified with a barcode and
operations are recorded electronically. Every engine
goes to the test benches to ensure it delivers the ex-
pected performance: approximately 90 to 95 per-
cent of engines are cold tested and approximately 5
to 10 percent of engines are also hot tested and mea-
sured for power and torque. In 2023, we produced
an average of approximately 89 engines per day, in-
cluding 16 V12 engines on two-shifts and 52 V8/V6
engines (including 5 V8 turbo engines for Maserati),
as well as 21 V6 engines for Maserati. The production
of engines for Maserati stopped at the end of 2023
(see “—Manufacturing—Engines for Maserati”).
Body Assembly
In parallel with the assembly of our engines, we pre-
pare our body-shells at our body shop Carrozzeria
Scaglietti in Modena. At Carrozzeria Scaglietti we
have two different production lines dedicated to the
assembly of our V6, V8 and V12 aluminum bodies
62
BOARD REPORTFERRARI N.V. 2023 ANNUAL REPORT AND FORM 20-F and two dedicated lines respectively for the assem-
bly of the Purosangue and the special carbon fiber
body for the Daytona SP3. The main components of
the body-shells are not produced internally but are
sourced from manufacturers of chassis, bodies
and carbon fiber parts. We carefully assemble and
check the geometric alignment of the various parts
with electronic templates and gauges. We then car-
ry out aesthetic controls on the surface of the alumi-
num panels in order to eliminate any imperfections
by either filing or panel beating. Our highly qualified
specialists manage specific phases of body-shell
manufacturing, such as the completely manual exe-
cution of the “aesthetic welding”, a unique joint weld
between flank and roof of certain models, including
the Roma, giving the impression that the body is one
single piece.
Personalization and Road Tests
During the assembly process of our cars we man-
age the fitting of all bespoke interiors, components
and special equipment options that our clients
choose as part of our personalization program (see
“—Sports Car Line-Up—Personalization Offer”). After
the assembly phase, every car completes a 40-kilo-
meter road test-drive.
Finishing and Cleaning
After the road test all cars go to the finishing depart-
ment. There, we thoroughly clean interior and exte-
rior, perform a comprehensive review of the whole
car, and polish and finish the bodies to give them
their final appearance.
Painting
Engines for Maserati
When transferred to our paint shop, the bodies are
mounted on a loading bay, immersed in the catapho-
resis tanks and subsequently transferred to a fix-
ing gas fired oven at 180°C. After the cataphoresis,
the sealing phase of the body is largely automated.
Primers are then applied and fixed at 190°C until the
completely grey body-shell is ready for painting. All
body-shells are cleaned with automatic pressure
blowers (to avoid the electrostatic effect) and care-
fully brushed with emu feathers (because of their
natural electrostatic properties) to clean off any dirt
particles or impurities before painting. The painting
process is automated for larger surfaces, while it is
done by hand for some other localized areas. In 2019,
we replaced the robot which performs the applica-
tion of the base coat. The whole car is painted at the
same time to ensure color harmony. The bodies are
finally polished with lacquer to fix the paint and give
the bodies their final finish. In 2018, we substituted
our clear coat with a new generation 2K (bi-compo-
nent) transparent coat that allows us to decrease the
temperature of the oven from 140°C to 90°C; this is a
very innovative process that allows us to simultane-
ously paint aluminum and carbon fiber parts. At the
end of the process “aesthetic blacks” are realized by
painting any gaps in the car matte black finish.
Assembly Line and Final Checks
The final assembly of our cars takes place in Ma-
ranello. We have three different lines placed at
ground level and the first floor of the building. For
each model, the initial assembly operations take
place simultaneously on different lines and sections
to maximize efficiency so while the body is assem-
bled on the main line, the powertrain, as well as the
cockpit and the doors, are prepared on a separate
sub-line. In 2018, the line on the first floor increased
from one shift to two shifts. On the first floor there
is also the assembly line for the Daytona SP3; since
April 2021 the line on the ground floor also increased
to two shifts.
We produced engines for Maserati from 2003 un-
til December 2023, when the contract pursuant to
which such engines were produced expired. In 2023,
we sold approximately 5,600 engines to Maserati.
The engines we produced for Maserati include
both engines produced as variants of engines pro-
duced for Ferrari cars, such as the V8 engines, which
were mounted on Maserati’s highest performing
models, such as the Quattroporte and Levante (tur-
bo engines), the GranTurismo and the GranCabrio
(aspirated engines) and engines produced exclu-
sively for Maserati, mainly the F160 3.0-liter V6 Tur-
bo engines, to be installed on the Quattroporte and
Ghibli, and the F161 engines, to be installed on the Le-
vante, Maserati’s SUV.
The facilities that were used for the production
of Maserati engines have been reallocated to other
production activities of the Group.
PROCUREMENT
We source a variety of components, raw materials,
supplies, utilities, logistics and other services from
numerous suppliers. We recognize the contribution
of our suppliers to our success in pursuing excel-
lence in terms of luxury and performance, therefore
we carefully select suppliers that are able to meet
our high standards.
For the sourcing of certain key components with
highly technological specifications, we have devel-
oped strongly synergic relationships with some of
our suppliers, which we consider “key strategic in-
novation partners”. We currently rely on selected
key strategic innovation partners, including for the
supply of transmissions and brakes. We have also
developed strong relationships with other industrial
partners for bodyworks and chassis manufacturing
and for powertrain and transmissions, among oth-
er things. Pursuant to our make-or-buy strategy, we
generally retain production in-house whenever we
have an interest in preserving or developing techno-
logical know-how or when we believe that outsourc-
63
FERRARI N.V. 2023 ANNUAL REPORT AND FORM 20-FBOARD REPORT ing would impair the efficiency and flexibility of our
production process. Therefore, we continue to in-
vest in the skills and processes required for low-vol-
ume production of components that we believe im-
prove product quality.
For the year ended December 31, 2023, the pur-
chases from our ten largest suppliers by value ac-
counted for approximately 20 percent of total pro-
curement costs, and no supplier accounted for more
than 10 percent of our total procurement costs.
Responsible Supply Chain
Our focus on excellence, in terms of luxury, quality,
aesthetics and performance, requires us to imple-
ment a responsible and efficient supply chain man-
agement in order to select suppliers and partners
that are able to meet our high standards. Notwith-
standing the low volume of cars manufactured, our
production process requires a great variety of in-
puts entailing a complex supply chain management
to ensure continuity of production. We source a va-
riety of components (among which transmissions,
brakes, driving-safety systems and others), raw
materials (such as aluminum or special steel), sup-
plies, utilities, logistics and other services from nu-
merous suppliers.
We encourage the adoption and sharing of sus-
tainable practices among our business partners,
suppliers and dealers. All suppliers must respect
the Ferrari Code of Conduct, which includes the
set of values recognized, adhered to and promot-
ed by our Company. The Code of Conduct was up-
dated to include specific guidelines relating to the
respect of human rights, environmental protec-
tion, ethical and integrity principles also consider-
ing the value chain.
The Group make its best effort to ensure that
the Code of Conduct is regarded as a best practice
of business conduct and is followed by third par-
ties, including long lasting relationships and busi-
ness partners such as suppliers, dealers, advisors
and agents.
The selection of suppliers is based not only on
the quality and competitiveness of their products
and services, but also their adherence to social,
ethical and environmental principles. Strategic
suppliers are assessed through a risk analysis
that aims at identifying critical suppliers, thanks
to a mix of financial-compliance and industrial as-
sessments. Their growth capability is analyzed to
identify where we need to support the develop-
ment of our business partners to help them meet
the requests of the Group. Furthermore, we have
strengthen our suppliers’ qualification and se-
lection processes in order to verify not only their
technical capability and financial solidity, but also -
through a screening methodology - their reliability
in terms of ethics, integrity and reputation (the so-
called “Compliance Evaluation”).
Since 2021, we quantify our CO2eq emissions along
the whole value chain. Indirect upstream GHG emis-
sions, which accounts for about 55% of our total emis-
sions, relates mainly to our supply chain procurement
process. In particular, the majority of this stream
comes from raw material extraction and component
production. For this reason, we are developing en-
gagement activities and partnerships with our sup-
pliers to identify effective solutions to reduce GHG
emissions and to drive the low-carbon transition.
In 2023, we identified and engaged 177 suppli-
ers who were among the most impactful in terms of
GHG emissions in relation to our activities through
the CDP Supply Chain questionnaire. In addition, we
continue a structured engagement of our supplier
base (both Tier 1 and Tier 2 suppliers) to collect quali-
tative and quantitative information regarding the cli-
mate change impacts of their activities, specifically
through Life Cycle Assessments, and to investigate
their maturity on environmental issues through the
definition of a rating. The information collected al-
lows us to identify the activities to be implemented to
raise awareness among our suppliers. In particular,
most of the direct suppliers were involved to identify
emission hotspots on which to focus improvement
efforts. Moreover, we are carrying out targeted ti-
er-n engagement activities for all major raw materi-
als suppliers (aluminum, steel, platinum-group met-
als, plastics, carbon fiber), particularly on small- and
medium-sized suppliers, in order to search for sus-
tainable and low-carbon solutions.
In 2022, we started a due diligence process,
which was strengthened by joining Drive Sustain-
ability(1) in 2023. With this partnership, we were able
to engage a selected base of our suppliers (approx-
imately 50% of active suppliers of direct materials,
accounting for more than 90% of our Annual Pur-
chase Value, and about 15% of active suppliers of
indirect materials) and to collect comprehensive
information on their ESG performance through a
structured questionnaire. Suppliers were select-
ed based on risk criteria (strategic relevance, geo-
graphical location, company size, supplier strategy,
product category or service).
These initiatives are the starting point of a struc-
tured ESG due diligence activity, which will be ex-
tended to all suppliers in the coming years. Before
engaging a new supplier(2), the competent depart-
ments of the Ferrari Group conduct an adequate
Compliance Evaluation on the potential supplier to
examine its ethical reliability and reputation, its in-
volvement in a legitimate and lawful business, and
its commitment to share Ferrari’s values of integrity,
fairness and compliance. The Compliance Evalua-
tion is capable of identifying potential risks for Fer-
rari under different perspectives, such as: anticor-
ruption, trade sanctions, money-laundering, conflict
of interests, ethics and reputation.
To further monitor and promote a responsible
supply chain, we have appointed a Financial Suppli-
er Risk Manager, who convenes a dedicated com-
mittee, the Supplier Risk Committee (“SRC”), every
three months. The SRC committee is composed
of, among others: Group CFO; Head of Purchasing;
64
BOARD REPORTFERRARI N.V. 2023 ANNUAL REPORT AND FORM 20-F representatives of the Internal Audit, Risk and Com-
pliance Department; Group Chief Accounting Offi-
cer; Financial Supplier Risk team; Group Treasurer;
Purchasing Controller. Other entities otherwise in-
volved, or needed for information or advice, are in-
volved and invited to participate to the committee’s
meetings as necessary. The SRC’s aim is to convey
management lines on financially critical suppliers,
approving current action plans and mitigating ac-
tions, requesting further action plans to mitigate
risks that could come from supply relationships or
existing critical situations.
Conflict minerals
Ferrari supports the goal of preventing the exploita-
tion of minerals violating human rights, with spe-
cific reference to tantalum, tin, tungsten and gold
(collectively, “3TG” or “Conflict Minerals”) originated
from high-risk or conflict affected countries (“Cov-
ered Countries”), that may be included in our cars
and/or products. As part of Ferrari’s commitment
to respect and promote human rights and the sus-
tainability of its operations, Ferrari selects suppliers
based not only on the quality and competitiveness of
their products and services, but also on their adher-
ence to social, ethical and environmental principles,
as outlined in Ferrari’s Code of Conduct.
Therefore, we place a high priority on responsi-
ble sourcing and the integrity of our suppliers, and
we strive to ensure that the livelihoods of individuals
in Covered Countries are not harmed by our efforts.
In particular, Ferrari has developed actions and
strategies aimed at complying with the applicable
Conflict Minerals National and International rules and
regulations, such as by way of example Section 1502
of the Dodd-Frank Act and the subsequent rules pro-
mulgated by the U.S. Securities and Exchange Com-
mission, requiring companies to determine whether
3TG in their supply chain originated from the Demo-
cratic Republic of Congo and its adjoining countries,
and whether the procurement of those minerals
supported the armed conflict.
Due to the complexity of our supply chain, we
are dependent upon suppliers to provide the infor-
mation necessary to correctly identify the smelters
and refiners that produce the 3TG contained in our
products and take appropriate action to determine
that these smelters and refiners source respon-
sibly. In accordance with the Organization for Eco-
nomic Co-operation and Development (“OECD”) Due
Diligence Guidance for Responsible Supply Chains
of Minerals from Conflict- Affected and High-Risk
Areas, we have established an internal management
system in relation to the supply of Conflict Minerals
with the objective, inter alia, of:
• minimizing the trade in Conflict Minerals that
directly or indirectly finance or benefit armed
groups anywhere in the world; and
• enabling legitimate minerals from conflict and
high-risk regions to enter Ferrari’s global supply
chain, thereby supporting the economies and
the local communities that depend on the export
of such minerals.
Specifically, we:
• expect our suppliers to assure that the 3TG in
their products do not directly or indirectly fi-
nance or benefit armed groups in the Covered
Countries; and
• require all of our 3TG suppliers to conduct the
necessary due diligence and provide us with
adequate information on the country of origin
and source of the materials used in the products
they supply to us.
With reference to 2022, 95% of Ferrari’s direct sup-
pliers by purchased value submitted responses to
our survey. We are strongly committed to increas-
ing the coverage of our analysis and the response
rate through targeted actions.
SALES AND AFTER-SALES
Our commercial team is organized in four geo-
graphic areas, covering our principal regional end
markets: (i) EMEA, (ii) Americas, (iii) Mainland China,
Hong Kong and Taiwan, and (iv) Rest of APAC.
Dealer Network
We sell our cars exclusively through a network of
authorized dealers (with the exception of one-offs
and track cars which we sell directly to end cli-
ents). In our larger markets we act as importer ei-
ther through wholly owned subsidiaries or, in China,
through a subsidiary partly owned by a local part-
ner, and we sell the cars to dealers for resale to end
clients. In smaller markets we generally sell the cars
to a single importer/dealer. We regularly assess
the composition of our dealer network in order to
maintain the highest level of quality. At December 31,
2023, our network comprised 178 dealers operating
196 points of sale.
We do not presently own dealerships and, while
our strategy does not structurally contemplate own-
ing dealerships, we retain flexibility to adapt to evolv-
ing market requirements over time.
We believe that our careful and strict selection of
the dealers that sell our cars is a key factor for pro-
moting the integrity and success of our brand. Our
selection criteria are based on the candidates’ rep-
utation, financial stability and proven track records.
We are also intent on selecting dealers who are able
to provide a purchase and after-sales experience
aimed at exceeding our clients’ high expectations.
Furthermore, our dealers are committed to promot-
ing and marketing our cars in a manner intended to
preserve the Ferrari brand integrity and to ensure
the highest level of client satisfaction.
While dealers may hold multiple franchises, we
enjoy a high degree of prominence and level of rep-
65
FERRARI N.V. 2023 ANNUAL REPORT AND FORM 20-FBOARD REPORT resentation at each point of sale, where the great
majority of the client interface and retail experience
is exclusive to Ferrari. Our network and business de-
velopment team works with all dealers to ensure our
operating standards are met. Our rigorous design,
layout and corporate identity guidelines guarantee
uniformity of the Ferrari image and client interface.
Our dealer network has consistently and proac-
tively invested in its facilities in recent years and the
majority of our dealer network’s worldwide facilities
have been upgraded with the latest Ferrari corpo-
rate identity guidelines, in order to provide clients
with a superior experience while delivering a unique
luxury environment and digital touchpoints to com-
plement the physical space.
Furthermore, at the end of 2023, Ferrari present-
ed to its dealer network the Company’s vision on the
new Ferrari point of sale, which will be implement-
ed starting in 2024, continuing to invest in a strategy
aimed at delivering a superior client experience and
to foster the relationship between Ferrari and its cli-
ent community to an even higher level.
Ferrari also uses an omni-touchpoint strategy
and continues to engage with dealers and clients
at different levels. The client engagement typically
takes place at the dealerships, whose ability to pro-
mote the client-community life has been reinforced
via a new corporate identity implemented in recent
years, but also through digital touchpoints such as
the MyFerrari App, and through a plan of exclusive
experiences organized at our headquarters in Ma-
ranello, as well as at a regional or dealer level. Client
engagement activities typically feature various car
driving opportunities, both on track and on the road.
We have also developed and implemented several
engagement activities aimed at gathering the cli-
ent community and promoting the discovery of our
brand, including through experience touchpoints.
The Casa Ferrari hospitality has been proposed for
several years and 2023 saw the second application
of the Universo Ferrari brand exhibition take place
in Seoul, South Korea, after the first edition outside
of Maranello was held in Sydney, Australia, in Novem-
ber 2022. Other important formats of client engage-
ment were launched in 2023, with a special focus
on driving events, where two new international for-
mats were inaugurated:
• the Tribute to Le Mans, a tour of modern Ferraris
driven by our clients to Le Mans on the occasion
of Ferrari’s participation in the 24 Hours race in
June 2023; and
• the first Ferrari Legacy Tour, a tour that will be
dedicated each year to an iconic model of the
Company’s history, and open only to such mod-
els driven by their current owners. The inaugu-
ral 2023 edition was dedicated to the Ferrari F40,
while the 2024 edition will be dedicated to the
GTO, also commonly referred to as 288GTO.
Competence building and training are also key to
the implementation of our strategy. Through our
66
in-house Ferrari Academy we provide training to
dealers for sales, after-sales and technical activi-
ties. This ensures that our dealer network delivers a
consistent level of market leading standards across
diverse cultural environments. In recent years we
have adapted our training strategy by introducing
and enhancing virtual-training solutions, including
as a result of COVID-19-related restrictions, while
continuing to foster expertise in the network at the
highest level. We also introduced new courses in ar-
eas such as digital commercial execution and luxury
experience management, as well as design applied
to the personalization experience for clients, with the
aim of delivering the best possible client experience.
We collect and observe data relating to dealer
profitability and financial health to prevent or mit-
igate any adverse experience for clients arising
from a dealer ceasing to do business or experienc-
ing financial difficulties. Our regional executives
visit dealerships regularly to monitor and measure
performance and compliance with our operating
standards. We have the right to terminate dealer re-
lationships in a variety of circumstances, including
failure to meet performance or financial standards,
or failure to comply with our guidelines. Dealer turn-
over is relatively low, reflecting the strength of the
franchise and our selection processes, but is suffi-
cient to guarantee an orderly renewal over time and
to stimulate the network’s health and performance.
We provide a suggested retail price or a maxi-
mum retail price for all of our cars, but each dealer
is free to negotiate different prices with clients and
to provide financing. Although many of our clients
in certain markets purchase our cars from dealers
without financing, we offer direct or indirect finance
and leasing services to retail clients and to dealers.
(See “—Financial Services”).
The total number of our dealers as well as their
geographical distribution tends to closely reflect the
development or expected development of sales vol-
umes to end clients in our various markets over time.
The chart on the next page sets forth the geo-
graphic distribution of our 196 points of sale at De-
cember 31, 2023.
Our sales are diversified across our dealer net-
work, with the largest dealer representing approx-
imately 2.9% of our shipments, and our 15 largest
dealers representing approximately 23% of our
shipments in 2023.
As part of our supply and demand management,
we determine allocations based on various metrics
including expected developments in the relevant
market, the number of cars sold historically by the
various dealers, current order book of dealers and
the average waiting time of the end client in the rel-
evant market. Our order reporting system allows us
to collect and monitor information regarding end cli-
ent orders and is able to assist us in production plan-
ning, allocation and dealer management.
BOARD REPORTFERRARI N.V. 2023 ANNUAL REPORT AND FORM 20-F GEOGRAPHIC DISTRIBUTION OF POINTS OF SALE (POS) AT DECEMBER 31, 2023
HQ
Ferrari - Maranello
HUBS
FNA
56 POS
EMEA
92 POS
FGC
21 POS
APAC
26 POS
67
REGIONS
U.S.A.
44
POS
Canada
POS
5
Latin America
7
POS
North Europe
15
POS
Central Europe
13
POS
West Europe
22
POS
East Europe
POS
14
South Europe
17
POS
Middle East
11
POS
Mainland China
17
POS
Taiwan
POS
3
Hong Kong
1
POS
North East Asia
11
POS
South East Asia
7
POS
Australasia
8
POS
FERRARI N.V. 2023 ANNUAL REPORT AND FORM 20-FBOARD REPORT Parts
We supply parts for current and older models of
Ferrari to our authorized dealer network. In addition
to substitution of spare parts during the life of the
car, sales are driven by clients’ demand for parts to
customize their cars and maximize performance,
particularly after a change in ownership, as well as
parts required to compete in the Ferrari Challenge
and other client races. We also supply parts to Fer-
rari models currently out of production, with stocks
dating back to 1995. The stock of parts for even old-
er models is currently owned and managed by a
third party which in some cases also manufactures
out-of-stock parts based on our designs. The sale of
parts is a profitable component of our product mix
and is expected to benefit from the increase in the
number of Ferrari cars in circulation.
After-Sales
Dealers provide after-sales services to clients, ei-
ther at facilities adjacent to showrooms or in stand-
alone service points across 247 facilities worldwide
at December 31, 2023. After-sales activities are very
important for our business to ensure the client’s
continued enjoyment of the car and the experience.
Therefore, we enforce a strict quality control on our
dealers’ services activities and we provide continued
training and support to the dealers’ service person-
nel. This includes our team of “flying doctors,” Ferrari
engineers who regularly travel to service centers to
address difficult technical issues for our clients.
We sell cars together with a scheduled program
of recommended maintenance services in order to
ensure that these cars are maintained to the highest
standards to meet our strict requirements for per-
formance and safety.
Our 7 Year Maintenance Program (free of charge
for customers since 2011 on any new cars) is of-
fered to further strengthen customer retention in
the official network and has been coupled with the
possibility to extend the statutory warranty term of
our standard warranty terms through the Power
warranty coverage program up to the 15th year of
life of the car. For certain strictly limited series cars
(for example, the LaFerrari and the LaFerrari Aperta)
we introduced a Full Warranty Coverage Extension
that can be applied after the 36-month commercial
contractual warranty.
After the 7th year of life, a car (if in perfect main-
tenance condition) can be included in the Main Pow-
er warranty coverage program (Maintenance and
Power) through to the car’s 15th year of life. Between
the 15th year of life and the Classiche eligibility (20
year old car) Ferrari provides its customers, in ad-
dition to standard maintenance items, also certain
specific maintenance kits (Ferrari Premium) to pre-
serve car performance and safety systems. When a
car follows the full maintenance program up to the
20th year of life, it automatically obtains the Ferrari
Classiche certification.
While we do not have any direct involvement in pre-
owned car sales, we seek to support a healthy sec-
ondary market in order to promote the value of our
brand, benefit our clients and facilitate sales of new
cars. Our dealers provide an inspection service for
clients seeking to sell their car which involves de-
tailed checks on the car and a certification on which
the client can rely, covering, among other things,
the authenticity of the car, the conformity to original
technical specifications, and the state of repair. Fur-
thermore, we offer owners of classic Ferrari cars
maintenance and restoration services through the
73 Officina Ferrari Classiche workshops that form
part of our service network.
In addition, owners of our classic cars can seek
assistance in car and engine restorations at our Fer-
rari Classiche department in Maranello.
FINANCIAL SERVICES
We offer retail client financing for the purchase of
our cars through the operations of Ferrari Financial
Services (“FFS”):
• directly in the United States through our fully
owned subsidiary Ferrari Financial Services Inc.
(“FFS Inc”);
• through Ferrari Financial Services GmbH (in
partnership with CA Auto Bank) in certain mar-
kets in EMEA (primarily the UK, Germany and
Switzerland); and
• through various partnerships in other Europe-
an countries and other major international mar-
kets, such as Japan and Mainland China (which
may also provide financing to our dealers).
Through FFS, we offer a range of flexible, bespoke
financial and ancillary services to clients (both cur-
rent and new) interested in purchasing a wide range
of cars, from our current product range to older
pre-owned and classic models. FFS also provides
special financing arrangements to a selected group
of our most valuable and loyal customers.
At December 31, 2023, the consolidated financial
services portfolio was €1,451 million and entirely
originated in the United States.
CLIENT RELATIONS
Our clients are the backbone of our business to-
gether with our brand and our technology. We do
not promote our brand or our cars through general
advertising. Our main brand marketing and promo-
tional activities have two principal targets.
Firstly, we target the general public. Our most sig-
nificant effort in this respect is centered on our rac-
ing activities and the resonance of Scuderia Ferrari
(see “—Racing—Formula 1”). We also reach the gener-
al public through the activities of our lifestyle division,
through the sale of luxury goods at our stores and
online, the brand’s experience parks and museums,
and collectibles. We also engage in other brand-pro-
68
BOARD REPORTFERRARI N.V. 2023 ANNUAL REPORT AND FORM 20-F motional activities through digital platforms such as
eSports, and our official social media channels.
Secondly, we target existing and prospective
clients on both new car and preowned car sales,
seeking to promote clients’ knowledge of our prod-
ucts, and their enjoyment of our cars both on road
and on track, and to foster long-term relationships
with our clients, which is key to our success. In 2023,
almost 74% of our new cars were sold to existing
Ferrari owners. In recent years, we have pursued
a carefully designed enlargement and rejuvenation
of our client base, while always respecting the prin-
ciple of exclusivity.
From January 2022 to January 2023, we have
continued to grow our active client base by 10%, re-
juvenated our loyal client base with 40% of new cli-
ents below 40 years old, and nurtured our best col-
lectors who have increased the average number of
Ferrari cars they own by 10%.
By purchasing our cars, clients become part of a
select community sharing a primary association with
the Ferrari image and we foster this sense of fellow-
ship with a number of initiatives. We strive to max-
imize the experience of our clients throughout their
period of interaction with Ferrari – from first contact,
through purchasing decision process, to waiting-time
management and car delivery and enjoyment.
Recognizing the importance of digital touch-
points to enhance the overall client experience, Fer-
rari continues to develop the MyFerrari App, avail-
able exclusively for Ferrari clients to enhance and
foster their connection to the Ferrari world through
the direct distribution of tailored content. This chan-
nel enables clients to directly access features and
services, strengthening their relationship with the
brand and their preferred official Ferrari dealer.
Moreover, Ferrari dedicates specific attention to
Ferrari clients who have ordered a new car by en-
riching their waiting time with dedicated digital con-
tent to reinforce their engagement and connection
with the Ferrari world.
Client and Brand Events
These events are a key aspect and attraction for
loyal clients to feel the sense of belonging to the Fer-
rari community.
• In March 2023, the Ferrari Roma Spider was pre-
sented to clients with an exclusive event at the El
Badi Palace in Marrakesh.
• June 2023 was the busiest month for our event
calendar. At the beginning of the month, the sec-
ond Universo Ferrari brand exhibition outside of
Maranello was held in Seoul, South Korea. Guests
were offered the opportunity to enjoy various as-
pects of the Ferrari experience with special mod-
els on display as well as the Regional Premiere of
the Purosangue.
• At the end of the month, we launched from the En-
durance Racing & Corse Clienti building in Fiora-
no the SF90 XX Stradale and SF90 XX Spider.
• In October 2023, we held a the three-day exhibi-
tion at the Hudson Yards complex in New York
City that culminated with an exclusive charity
auction on October 17th, aimed at supporting the
Company’s belief in providing education within
communities and offering opportunities for stu-
dents from all walks of life.
Throughout 2023, the Esperienza Ferrari program
based in Fiorano offered clients the opportunity to
have a full brand experience at Maranello and to test
drive our newest models, the Ferrari Purosangue
and the 296 GTB. Clients also had the opportunity to
benefit from the exclusive and dedicated Casa Fer-
rari hospitality around the world in selected venues,
including Formula 1 race weekends in Melbourne,
Miami, Silverstone, Singapore and Abu Dhabi, as well
as important automotive gatherings like Goodwood
Festival of Speed in England and Pebble Beach in
Monterey, California.
Client Experience on Road
Driving events serve the dual objective of allowing
clients to enjoy the best emotions of driving a Ferrari,
and to foster client loyalty and repeat purchases by
creating enhanced opportunities to experience new
Ferrari cars. The Ferrari community is a passionate
group supported by a wide array of experiences tai-
lored to the dreams of modern car owners, classic
car connoisseurs, and racetrack enthusiasts.
We see nurturing our clients’ passion for driving
as a key asset for our future commercial success,
particularly in markets where racing traditions are
less pronounced. We offer our prospective and
existing clients interested in new Ferrari models
our Esperienza Ferrari program, which consists of
driving sessions with a team of highly qualified and
skilled Ferrari instructors and technicians. In ad-
dition, we also offer to our clients on-track driving
courses (Corso Pilota), catering to different levels of
skill and experience and teaching essential driving
skills for high performance cars. In selected mar-
kets, such as China, we also offer complimentary
driving courses on-track to any new car buyer.
In addition to on-track activities, we organize var-
ious on-the-road driving events for Ferrari owners,
both under proprietary formats (Ferrari Cavalcade,
including the Cavalcade Classiche that are dedi-
cated to our collectors) and with our own branded
presence within established driving events. For ex-
ample, in the Ferrari Tribute to Mille Miglia and the
Ferrari Tribute to Targa Florio, modern Ferrari cars
take part in their own dedicated competition before
the start of the main racing. There is also a calendar
of Ferrari tours organized in various countries al-
lowing all Ferrari owners to enjoy their cars on spe-
cially curated road journeys.
The Ferrari Roma Spider World Premiere event
was also part of the experience lived by the partici-
pants of the International Cavalcade 2023, which com-
prised over 80 Ferrari vehicles travelling through
69
FERRARI N.V. 2023 ANNUAL REPORT AND FORM 20-FBOARD REPORT Morocco along a 1,000 kilometer route. We held this
event, which brought together collectors and clients
from all over the world, in Marrakesh, in the Agafay
desert and along the Atlantic coast. Models such as
LaFerrari and LaFerrari Aperta, Ferrari Monza SP1
and SP2, Daytona, F50 and the one-off P540 Super-
fast Aperta paraded before the eyes of passers-by in
Marrakesh, Essaouira and Aït Benhaddou.
Also in 2023, Ferrari organized its own very spe-
cial tribute to celebrate Le Mans’ centenary: some of
Maranello’s greatest cars, driven by their owners, un-
dertook a five-day tour that culminated in watching
the 499P Hypercar storm to victory in the famous 24-
hour race. The tribute Le Mans programme included
a Ferrari parade around the legendary La Sarthe cir-
cuit on the Saturday morning before the race.
Finally, this year we launched a new driving event
format dedicated to Classiche and their owners: the
Legacy Tour. This year’s, and the first edition of the
Legacy Tour ended at Fiorano on September 30, af-
ter an epic three-day journey on some of Italy’s fin-
est roads and was dedicated to the F40, one of the
Prancing Horses most celebrated models.
Another exclusive driving experience is the Cor-
so Pilota Classiche course, led by experts of the Fer-
rari Classiche team and aimed at classic car enthu-
siasts and clients interested in learning more about
the Ferrari Classiche certification program and the
storied archives at our Officine Classiche resto-
ration department. The initiative also offers the op-
portunity to experience on-track driving of the mod-
els celebrated on our Fiorano race circuit.
Client Experience On Track
In the activities organized by the Corse Clienti de-
partment, this year the Ferrari Challenge Trofeo
Pirelli has crossed the finish line of its 31st season,
reaffirming its status as the world’s longest-running
single-make championship. Throughout the year,
customers have taken part in the Europe, North
America, UK series, and the new national series in
Japan, which had a successful inaugural season in
terms of driver and team participation.
During the Finali Mondiali held at the Mugello In-
ternational Circuit from October 24 to 29, the sin-
gle-make championship recorded a record-break-
ing participation with 103 registered drivers
representing 24 nationalities competing for the
world titles.
Additionally, at the Finali Mondiali, two new cars
were unveiled: the Ferrari 296 Challenge and the
499P Modificata. The Ferrari 296 Challenge will make
its on-track debut at the 2024 Ferrari Challenge Tro-
feo Pirelli in the Europe and North America series;
from 2025, it will also feature in the UK and Japan se-
ries. The Ferrari 499P Modificata is a strictly limited
production car designed for non-competitive track
use, derived from the Hypercar 499P that won the
24 Hours of Le Mans, with substantial modifications.
With the Ferrari 499P Modificata, we launched
the new Sport Prototipi Clienti program, allowing its
owners to participate in a dedicated event calendar in
2024, shared with F1 Clienti – from the Mugello event
in March to the Finali Mondiali in Imola in October –
with full Ferrari assistance for vehicle maintenance
and technical and logistical support for on-track use.
This year, the F1 Clienti and XX Programme
achieved remarkable results in terms of participation
in internationally organized events, confirming the
growth trend already highlighted in the second half of
2022. The 2023 season, concluded at the Finali Mon-
diali of Mugello, saw a record attendance of 19 and
56 cars, respectively in the F1 Clienti and the XX Pro-
gramme, with a total of 75 units brought to the track
by 88 customers from 25 different nationalities.
Participation in the activities of the Endurance
Club is on the rise, allowing customers to take part
in exclusive non-competitive events on the world’s
most iconic tracks, with 37 pilots representing 14
nationalities at the 2023 Finali Mondiali.
The Corso Pilota program offered customers
track driving courses catering to different skill lev-
els and experiences, teaching essential skills for
high-performance cars.
Ferrari Classiche
The Ferrari Classiche department supports Ferrari
customers in managing their historic Ferrari vehi-
cles (over 20 years from their production) with the
objective of keeping as many of these classic cars
on the road as possible. Services include the certifi-
cation of the authenticity of classic Ferrari cars and
vehicles of particular historical relevance, the man-
agement of Ferrari restoration and repair activities,
as well as the management of Ferrari spare parts,
including when these are no longer available on the
market. The department also provides advice on
repair operations carried out on Ferrari Classiche
cars within its network.
Ferrari Classiche aims to create a platform of
information and technical expertise to preserve
and enhance over time the awareness and value of
Ferrari’s heritage and brand. We view the surviving
Ferrari vehicles of historical value as the tangible
legacy and incarnation of our brand. The Ferrari
Classiche department also supports and encour-
ages the direct participation of clients in strategic
historical events.
The Ferrari Classiche department in Maranello
consists of an office of specialists and a workshop
in which historic cars are checked, restored and re-
paired. In addition, in order to provide an enhanced
service to owners away from the main workshop
in Maranello, starting from 2017 Ferrari Classiche
authorized a new service network with 73 Officina
Ferrari Classiche workshops active to date, primar-
ily for vehicle repairs and the certifications’ inspec-
tions or revalidation. The network is expected to ex-
pand in the future.
The authenticity of the car with respect to the
initial specifications is checked via a technical in-
spection, performed either at the Ferrari Classiche
70
BOARD REPORTFERRARI N.V. 2023 ANNUAL REPORT AND FORM 20-F facility in Maranello or at an authorized workshop,
and benefits from a comprehensive archive con-
taining drawings of each of the individual chassis
and details of historical components. Based on the
evidence gathered during this inspection, the car is
then presented to an expert committee, chaired by
the founder’s son, Piero Ferrari, for the certification.
At the Maranello workshop, Ferrari Classiche car-
ries out full restorations using either original compo-
nents and spare parts or replicas manufactured in
accordance with the original specifications. Our ser-
vice offers our clients the opportunity to restore any
classic Ferrari to its original pristine conditions.
The Ferrari Classiche department also provides
basic technical and instructional support to the Fer-
rari Classiche Academy, a new driving school proj-
ect that launched in 2019 for vintage Ferrari cars, in-
cluding the Ferrari 308, Ferrari 328, 550 Maranello,
MondialT, 250 GT Lusso, 365 GTB4.
The Ferrari Classiche department also offers
assistance services to customers willing to attend
driving events (such as 1000 Miglia or other rally and
tour) or static events (such as concours of elegance).
Client Satisfaction
We are devoted to the highest level of client satis-
faction. We have a structured process to assess
the overall client satisfaction on product, service
provided, events organized by us and the overall
client experience with the car. In 2023, we sold ap-
proximately 74% of our new cars to existing Ferrari
clients, and 40% to clients being current owners of
more than one Ferrari.
Specific KPIs are constantly monitored and analyzed
by the Marketing Intelligence department. The KPIs
are measured through bespoke surveys for each
car launch and collected for every new model, from
range vehicles to special and limited editions. A sim-
ilar approach is adopted for evaluating the quality of
service and satisfaction of our events.
The assessment process can involve proactive-
ly submitting online questionnaires and conducting
telephone interviews with a sample of customers, or
the customers directly reaching out to us.
Product satisfaction is evaluated through three
different survey typologies in different time frames,
which enables us to gather client comments and
feedback:
• Early stage: at the commercial launch of a new
Ferrari model, client/prospect satisfaction is
monitored with Demo Test Drives of the new car
at dealers’ showrooms (still not purchased).
• Second stage: after approximately 3 to 4 weeks
of ownership, the first clients of the new mod-
el receive a survey, “Report200”, to gather their
first impressions of the recently purchased car.
A brief questionnaire, managed by the Ferrari
Customer Care, is conducted by phone with the
initial customers and is terminated after the first
200 replies have been collated.
• Third stage: a few months following the launch, a
third survey named New Car Buyer Satisfaction
(“NCBS”) is sent by email to the initial clients. The
NCBS is a more complete, in-depth and detailed
71
FERRARI N.V. 2023 ANNUAL REPORT AND FORM 20-FBOARD REPORT assessment on the car, and is composed of more
than 100 online questions aimed at gathering a
thorough feedback of the vehicle.
Service satisfaction is monitored through an on-
line survey and is evaluated through two different
indices: Customer Satisfaction Index (“CSI”) and
Ferrari Relationship Index (“FRI”). The purpose of
both indices is to evaluate client satisfaction with
respect to the sale and after-sale service. CSI fo-
cuses more on the latest service offered by the
dealer, while FRI focuses on the long-term relation-
ship between clients and Ferrari. The results are
gathered and analyzed through a statistical model
at our headquarters.
The results of the product and service satisfac-
tion analyses are used to outline any necessary ac-
tion plans for current models and, additionally, to
identify potential features to be added to the next
generation of vehicles. Recent surveys show that
client satisfaction for Ferrari products and services
has constantly stayed at a very high level.
Starting from 2017, to improve the main events
for customers’ experience (such as Esperienza
Ferrari, Digital or Physical World Premiere, Facto-
ry Tour etc.) organized by Ferrari’s headquarters,
we have started evaluation of the level of customer
satisfaction as well through an online survey using
FLOW BETWEEN CLIENTS, DEALERS AND FERRARI
digital tools. The results of our analysis are gathered
and shared with Operative Marketing. Likewise, the
results of surveys aimed at measuring the level of
client satisfaction for our Ferrari Driving Courses
worldwide (US, Europe, Mainland China), have also
been shared with the Corse Clienti department and
Hub representatives.
Customer Contact Service is centralized at the
Group level, except for Mainland China, Hong Kong
and the Taiwan region, where the service is provid-
ed locally. When a client contacts the customer ser-
vice, including the one in Mainland China, Hong Kong
and Taiwan, every single inquiry is categorized,
monitored and managed until resolved and all spe-
cifics are integrated in a globally and centrally-man-
aged shared database. We produce period detailed
reports to assess the status of inquiries. These re-
ports are subsequently shared with the relevant
Company departments and made available to deal-
ers. All client complaints are addressed and avail-
able for consulting through a dynamic dashboard.
We developed an integrated system between
our customer care, dealers, marketing department
and area managers to track all contacts with clients,
manage inquiries and share the results of client and
dealer satisfaction analysis.
The chart below shows the flow between clients,
dealers and Ferrari.
Questionnaires
feedbacks and inquires
Questionnaires
Ferrari clients
Dealer
Area Manager
Marketing
Intelligence
Customer care
Questionnaires
Questionnaires feedback
Scorecard and Report
Report and Analysis
Client inquires
Replies to inquires
Market research activities
(questionnaires and reports)
Development
(for future models)
Production
(for current models)
72
BOARD REPORTFERRARI N.V. 2023 ANNUAL REPORT AND FORM 20-FFerrari clientsCustomer careDevelopment(for future models)Production(for current models)DealerMarketingIntelligenceArea Manager RACING
Participation in the FIA Formula 1 World Champi-
onship with Scuderia Ferrari and in the World En-
durance Championship with the Ferrari Endurance
Team is a core element of our marketing effort
and promotional activities, as well as an important
source of innovation for the support of the techno-
logical advancement of Ferrari’s product portfolio.
We also compete in the F1 Esports Championship
with the Scuderia Ferrari Esports Team and we own
the Mugello racing circuit in Scarperia, near Flor-
ence, which we rent to racing events organizers.
Each of these items is further discussed below.
Formula 1
The FIA Formula 1 World Championship is the pin-
nacle of motorsports and one of the most watched
annual sports series in the world, with 3.1 billion
website and social media page views for the 2023
season and an average television audience of 66.6
million viewers per Grand Prix (Source: Formula 1).
Formula 1 cars rely on advanced technology,
powerful hybrid engines and cutting edge aerody-
namics. While Europe is the sport’s traditional base,
longstanding non-European venues such as Aus-
tralia, Brazil, Canada, Japan, Mexico and the United
States have been joined in the last two decades by
racing venues in China, Bahrain, United Arab Emir-
ates, Singapore, Qatar, Saudi Arabia, Russia and
Azerbaijan (although Russia will not host races in
2024). This provides participants in the Formula 1
World Championship exceptional visibility on the
world stage.
Scuderia Ferrari has been racing in the For-
mula 1 World Championship since the series was
launched in 1950, and won its first Grand Prix in 1951.
We are the only team that has competed in each sea-
son since launch and the oldest and most success-
ful in the history of Formula 1, with 243 Grand Prix
wins. Throughout our racing history, we have won
15 Drivers’ Championships and 16 Constructors’
Championships, more than any other team. Many of
the best known drivers in the sport’s history have
raced in Scuderia Ferrari’s distinctive red cars in-
cluding Alberto Ascari, Juan-Manuel Fangio, Mike
Hawthorn, Phil Hill, John Surtees, Niki Lauda, Jody
Scheckter, Gilles Villeneuve, Michael Schumach-
er and Kimi Raikkonen. Our drivers’ line-up in 2023
comprised Charles Leclerc, the first graduate of the
Ferrari Driver Academy training scheme to race for
our Formula 1 racing team, and Carlos Sainz, a tal-
ented and experienced Spanish driver.
In 2021, the new FIA financial regulations en-
tered into force and are now applicable as updated
in 2023, imposing a cap on certain expenses and in-
vestments related to operations and the chassis of
the cars which may be incurred by any single For-
mula 1 team. Moreover, development activities were
also limited by the new regulation and only one de-
velopment per component was allowed power units.
In December 2021, the World Motor Sport Council
validated the framework for the 2026 Power Unit
(PU) Regulations, which include technical, operation-
al and financial guidelines. The framework identifies
key objectives related to, among other things, the en-
vironmental impact, cost reduction measures and
competitiveness of the FIA Formula 1 World Cham-
pionship. A detailed document setting out the 2026
Power Unit Regulations was submitted to the World
Motor Sport Council during the course of 2022. They
will apply to power units starting from the 2026
season of the FIA Formula 1 World Championship
and, consistent with the framework proposed to
the Council, are mainly focused on the sustainabili-
ty and innovation challenges of Formula 1. The 2026
Formula 1 Power Unit Regulations were approved in
August 2022 and apply starting in 2023 for motors
to be used in the 2026 season. In 2022, the World
Motor Sport Council also approved changes to the
2022 and 2023 Formula 1 Technical Regulations to
address safety matters.
The Formula 1 2023 World Championship was
originally scheduled to include 24 races. However,
due to the difficulties linked to the COVID 19 pan-
demic, the Chinese Grand Prix was cancelled and,
due to heavy flooding in the Emilia Romagna region,
the Italian Grand Prix in Imola was also cancelled.
In terms of results, the season ended with third
place for the Scuderia Ferrari in the Constructors’
Championship, with 406 points, one victory, nine po-
diums, seven pole positions, and with fifth and sev-
enth place finishes in the Drivers’ Championship, for
Charles Leclerc and Carlos Sainz, respectively.
Scuderia Ferrari’s continuing participation in
the FIA Formula 1 World Championship over the
five year period from 2021 to 2025 is governed by
two agreements – widely known as New Concorde
Agreement - signed on August 18, 2020. The first of
such agreements governs the regulatory and gov-
ernance aspects of the sport, and the second gov-
erns the commercial aspects. The New Concorde
Agreement recognizes the historical role of Ferrari,
the only team that has participated in all Formula 1
World Championship editions since its inception. In
exchange for their participation in Formula 1 races,
the participating teams receive a share of a prize
fund based on the profits earned from Formula 1-re-
lated commercial activities managed by Formula 1,
including in particular, promoters’ fees, television
broadcasting royalties, partnership agreements
and other sources. Shares in the prize fund are paid
to the teams, largely based on the relative ranking of
each team in the championship. We use our share of
these payments to offset a portion of the costs as-
sociated with Scuderia Ferrari, including the costs
of designing and producing the race cars each year
and the costs associated with managing a racing
team, including the salaries of the drivers, who are
typically among the most highly paid athletes in the
world. Please see “Risk Factors—Our revenues from
Formula 1 activities may decline and our related ex-
penses may grow”.
73
FLOW BETWEEN CLIENTS, DEALERS AND FERRARI
Questionnaires
feedbacks and inquires
Questionnaires
Ferrari clients
Marketing
Intelligence
Customer care
Questionnaires
Questionnaires feedback
Scorecard and Report
Report and Analysis
Client inquires
Replies to inquires
Market research activities
(questionnaires and reports)
Development
(for future models)
Production
(for current models)
Dealer
Area Manager
FERRARI N.V. 2023 ANNUAL REPORT AND FORM 20-FBOARD REPORTFerrari clientsCustomer careDevelopment(for future models)Production(for current models)DealerMarketingIntelligenceArea Manager Improvements in technology and, from time to time,
changes in regulations typically require the design
and production of a new racing car every year.
Therefore, in addition to our long-term research and
development efforts, we begin designing our cars
each year in the spring, in anticipation of the start
of the racing season the following March. While the
chassis and the power unit we build each year are
designed to be used throughout the racing season,
the majority of other components fitted on our cars
are adjusted from race to race depending on the
characteristics of the circuits.
To maximize the performance, efficiency and
safety of our Formula 1 cars, while complying with
the strict technical rules and restrictions set out by
the FIA, our research and development team plays
a key role in the development of our road cars and
their engines. We often transfer technologies initial-
ly developed for racing to our road cars. Examples
include steering wheel paddles for gear-shifting, the
use and development of composite materials, which
make cars lighter and faster, and technology related
to hybrid propulsion.
Our road cars (especially our sports car models)
have benefited from the know-how acquired in the
wind tunnel by our racing car development teams,
enjoying greater stability as they reach high speeds
on and off the track. Our research and development
team focus on combining minimal lap times with
maximum efficiency, leading to advances in kinetic
energy recovery systems, or ERS, technology. Cur-
rent advanced ERS features two electric motor/
generator units in every car, which allow the car to
recover, store and deploy energy generated both by
the vehicle during braking and by the exhaust gases
through a turbocharger.
ten sell older Formula 1 cars to customers for use in
amateur racing or collection.
The great visibility, both on traditional media and
on digital platforms, that Scuderia Ferrari obtains
thanks to its participation in the FIA Formula 1 World
Championship continues to attract significant spon-
sorships. The visibility and placement of partner lo-
gos on the car and team uniforms reflect their re-
spective level of sponsorship.
We use the platform provided by Formula 1 for a
number of associated marketing initiatives, such as
the hosting of clients and other key partners in Fer-
rari Formula 1 Club Hospitality to watch and expe-
rience the Grand Prix races with Scuderia Ferrari,
and our Formula 1 drivers’ participation in various
promotional activities for our road cars. We also of-
More generally, Formula 1 racing allows us to
promote and market our brand and technology to a
global audience without resorting to traditional ad-
vertising activities, therefore preserving the aura of
exclusivity around our brand and limiting the mar-
keting costs that we, as a company operating in the
luxury industry, would otherwise incur.
World Endurance Championship
Ferrari returned to compete in the top class of the
FIA World Endurance Championship half a century
after its last appearance, with two 499P cars in the
Hypercar class, achieving very positive results. The
74
BOARD REPORTFERRARI N.V. 2023 ANNUAL REPORT AND FORM 20-F season saw Ferrari win a second place in the Con-
structors’ standings, while the crews of cars num-
bered 50 and 51 ranked third and fourth, respec-
tively, in the Drivers’ standings. The Ferrari team
– AF Corse secured six podium and finished with
seven championship rounds and two pole positions,
debuting at Sebring and Le Mans. Highlight of the
season was Ferrari’s performance at the Centena-
ry 24 Hours of Le Mans, held on June 10-11, where
the 499P car number 51 driven by Pier Guidi-Cala-
do-Giovinazzi secured victory in front of a record
crowd at the Circuit de La Sarthe, totaling 325 thou-
sand spectators. The world’s most important endur-
ance race had two Ferraris starting from the front
row, with the Hyperpole ending in fifth place with
Fuoco-Molina-Nielsen, ahead of their teammates.
In the LMGTE Am class, Ferrari concluded the
season with a third-place finish in the Drivers’ stand-
ings for Flohr-Castellacci-Rigon, who secured a vic-
tory at the 6 hour race of Fuji. The second seasonal
win for the Prancing Horse was achieved by Perez
Companc-Rovera-Wadoux at the 6 hour race of
Spa-Francorchamps.
Other GT Races
The season marked the debut of the 296 GT3, mak-
ing its first appearance at the 24 Hours of Daytona in
January. The new car, derived from the series in May,
achieved extraordinary success at the 24 Hours of
Nürburgring, marking the first victory in the history
of the Prancing Horse, with Frikadelli Racing Team,
and a Pro Am class win with WTM by Rinaldi Racing.
Additionally, the 296 GT3 secured a double victory in
the overall standings in the final race of the GT World
Challenge Europe – Endurance Cup in Barcelona in
September, with the AF Corse Francorchamps Mo-
tors team.
Scuderia Ferrari Esports Team
To further enhance the Ferrari experience, we have
been increasing our focus on E-sports and the Scu-
deria Ferrari Esports Team now competes in the F1
Esports Sim Racing GT Challenge, Formula Sim Rac-
ing, VEC and SRO Esports Championship. In 2023,
the Ferrari Esports Series expanded to cover Eu-
rope, North America, and Asia Pacific with the aim
to find new drivers for the Ferrari Esports Team and
a program to reach a younger audience worldwide.
Mugello Circuit
Located in Scarperia just outside Firenze, for more
than 100 years the Mugello Circuit has been one of
the leading motorsport venues globally. Internation-
ally renowned as the host venue for the Italian Mo-
toGP Grand Prix since 1976 (and consecutively since
1994), the Formula 1 Grand Prix of Tuscany Ferrari
1000 in 2020, and numerous international motor-
sports competitions, the 5,245 metres circuit mim-
icking the natural slopes of the Tuscan hills is also
famed for its ultimate driving experience and mod-
ern facilities.
Originally a 66 km road circuit, the first motor-
sport events held at Mugello starting from 1914 were
regularity. Enzo Ferrari won in 1921 on an Alfa Romeo
class 4.500. The current facilities were designed in
the early 70’s and later re-modelled in 1988 when
Ferrari bought the circuit. Year after year the track
has seen consistent improvements in terms of safe-
ty with FIA Grade 1 and FIM Grade A certifications,
the highest levels of homologation for a racetrack.
In 2023, the circuit hosted 248 days of track ac-
tivities and 15 race weekends.
The circuit was awarded the prize for the Best
Grand Prix circuit for a MotoGP event five times
(1995, 1996, 1997, 2000, 2011), and is also a lead-
er in terms of its sustainability practices. It was the
first circuit in the world to obtain FIA’s prestigious
“Achievement of Excellence” in 2015 and to be cer-
tified according to the sustainable event manage-
ment system ISO 20121. In July 2023, the annual
analysis carried out by Enovation Consulting ltd. on
97 circuits worldwide, 23 of which host or have host-
ed a Formula 1 GP, featured the Mugello Circuit on
top of the Sustainable Circuits Index, that ranks the
sustainability performance of global circuits against
seven key sustainability factors: certifications, ac-
creditations, awards, environmental performance,
social performance, economic impact, and sustain-
ability approach and engagement.
In 2023 all certifications were renewed, includ-
ing for the international standards for sustainable
and event management as well as the system of
safety and health management on work places.
LIFESTYLE
Ferrari’s presence in the wider luxury landscape
is a unique opportunity to ensure brand relevance
across generations. The role of Ferrari lifestyle is
to fuel long term growth by broadening our cus-
tomers’ base and expanding our value proposition
beyond our core business, while preserving our
brand’s DNA, its heritage and values.
The goal and mission of our lifestyle strategy
is that of bringing to life a universe that encapsu-
lates Ferrari’s DNA while accompanying our clients
through different stages and moments of their lives.
Over the past six years, to strengthen brand de-
sirability, Ferrari:
1 Entered into the personal luxury goods segment,
a critical segment to broaden our client base,
amplifying cultural relevance for the brand es-
pecially for future generations. We also launched
our clothing and apparel collection through ded-
icated fashion shows.
2 Created a new organizational structure, formed
by a dedicated and talented team with fashion
and luxury expertise based in Milan and working
closely with our team in Maranello.
3 Rationalized its licenses by terminating approxi-
75
FERRARI N.V. 2023 ANNUAL REPORT AND FORM 20-FBOARD REPORT mately half of its license agreements where the
product offering and distribution was not con-
sistent with the positioning of the Ferrari brand.
4 Completed the rationalization of the retail net-
work by closing 7 franchised stores and 4 di-
rectly operated stores considered unsuitable
for Ferrari’s luxury positioning. We have since
relocated and restyled our existing flagship
boutiques and opened 3 new ones in the Unit-
ed States. Our international network of Ferrari
Stores consisted of 14 Ferrari-owned directly
operated stores and 2 franchised stores as of
December 31, 2023.
Ferrari Lifestyle has three pillars: (1) Personal Luxury Goods, (2) Collect-
ibles and (3) Experience.
1 Personal Luxury Goods – Will be dedicated to our own refined collec-
tion – accessories, apparel and selected merchandising – embodying
the style, creativity and quality that we stand for, balancing exclusive-
ness and inclusiveness through a carefully combined mix of product
categories. Importantly, we will continue to strengthen partnerships
with selected licensees, which will allow us to play in complementary
territories/categories while being loyal to our brand’s DNA and posi-
tioning. Through our network of directly operated stores, we offer a
wide range of Ferrari branded products, including our fashion col-
lection and selected merchandising and licenses.
FERRARI STORE MARANELLO - NEW CONCEPT
2 Collectibles – Will build on the concept of collectability by enlarging
and customizing the portfolio of available Ferrari tokens and the of-
fer of Ferrari branded products such as high-end watches and high-
end writing instruments, consumer electronics, sportswear, toys,
leading video games, and other accessories. We will expand the offer
of products such as limited editions and one-off artifacts embodying
the inherent craftsmanship and innovative spirit that lie behind the
creation, design and manufacture of our cars. We believe that this
may even become the natural platform to venture into NFTs while le-
veraging one block chain technology.
76
BOARD REPORTFERRARI N.V. 2023 ANNUAL REPORT AND FORM 20-F COLLECTIBLES AND MEMORABILIA
FERRARI STORE MARANELLO - NEW CONCEPT
3 Experience – Through this pillar we intend to nurture our heritage
and celebrate our craftsmanship through dedicated and tailor-made
experiences. We will capture the essence of the Ferrari spirit by im-
mersing customers in the racing history, passion and values of Fer-
rari, through our Ferrari museums in Modena and Maranello (which
attracted more than 743,000 visitors in 2023), Il Cavallino restaurant
in Maranello and our theme parks in Abu Dhabi and Spain.
MUSEUM AND PARKS
77
FERRARI N.V. 2023 ANNUAL REPORT AND FORM 20-FBOARD REPORT INTELLECTUAL PROPERTY
We own a number of registered designs and utility
patents. We expect the number to grow as we con-
tinue to pursue technological innovations and to de-
velop our design and brand activities.
We file patent applications in Europe, and around
the world (including in the United States) to protect
technology and improvements considered import-
ant to our business. No single patent is material to
our business as a whole.
REGISTERED TRADEMARKS, DESIGNS AND PATENTS
We also own a number of registered trademarks,
designs and patents, including approximately 520
trademarks (word or figurative), registered in sev-
eral countries and across a number classes. In par-
ticular, we ensure that the maximum level of protec-
tion is given to the following iconic trademarks, for
which we own approximately 4,260 applications/
registrations in approximately 150 countries, in
most of the main classes for goods and services:
“FERRARI” (WORD)
“FERRARI” LOGOTYPE
THE “PRANCING HORSE” (FIGURATIVE)
FERRARI
THE TRADEMARK (FIGURATIVE)
THE RACING SHIELD (FIGURATIVE)
SCUDERIA FERRARI (WORD & FIGURATIVE)
The names of our Range, Special Series and Icona
car models and Formula 1 single-seater models
are also registered as trademarks (and logotypes)
and we also register their domain names and the
cars’ design.
The protection of intellectual property is also in-
creasingly important in connection with our design
and brand activities. Therefore, we adopt and follow
internal processes and procedures to ensure both
that all necessary protection is given to our intellec-
tual property rights and that no third party rights
are infringed by us. In addition, we are particularly
active in seeking to limit any counterfeiting activities
regarding our Ferrari branded products around the
world. To reach this goal we closely monitor trade-
mark applications and domain names worldwide,
actively interact with national and local authorities
and customs and avail ourselves of a network of ex-
perienced outside counsels.
PROPERTIES
Our principal manufacturing facility is located in Ma-
ranello (Modena), Italy. It has an aggregate covered
area of approximately 832 thousand square meters.
Our Maranello plant hosts our corporate offices and
most of the facilities we operate for the design, de-
velopment and production of our road and track
cars, as well as of our Formula 1 single-seaters. (See
“—Manufacturing”). Except for some leased techni-
cal equipment, we own all of our facilities and equip-
ment in Maranello.
In recent years, we have made significant invest-
ments in our manufacturing facilities. In 2015, we
completed construction of the new building entirely
dedicated to our Formula 1 team and racing activi-
ties, as well as the new wind tunnel 4WD. In 2018, we
completed the new building for the Ferrari Design
Centre, which covers more than 7 thousand square
meters. In 2019, we completed the office area and
workshop area of the New Technical Center for the
development of engines and hybrid systems. The en-
tire building and the engine and hybrid test benches
cover an area of approximately 20 thousand square
meters and were completed in 2021.
In 2021, we completed the construction of the
new building related to new GT sport activities
(which covers an area of approximately 6 thousand
78
BOARD REPORTFERRARI N.V. 2023 ANNUAL REPORT AND FORM 20-F REGISTERED TRADEMARKS, DESIGNS AND PATENTS
“FERRARI” (WORD)
“FERRARI” LOGOTYPE
THE “PRANCING HORSE” (FIGURATIVE)
FERRARI
THE TRADEMARK (FIGURATIVE)
THE RACING SHIELD (FIGURATIVE)
SCUDERIA FERRARI (WORD & FIGURATIVE)
79
FERRARI N.V. 2023 ANNUAL REPORT AND FORM 20-FBOARD REPORT square meters near the Fiorano track), the new
building for our Formula 1 simulator and the renova-
tion of the offices used by our Marketing and Com-
mercial department.
Between 2019 and 2022 Ferrari acquired land
and buildings near its Maranello plants and start-
ed the construction of the e-building, which is ex-
pected to be inaugurated in June 2024. With a total
floor space of over 40 thousand square meters, the
e-building is a strategic asset for the construction
of electric motors, batteries, electric axles and en-
tire automobile assemblies. It features two floors,
designed to achieve maximum levels of energy per-
formance with heat pump air conditioning systems
and a 1.3 MW photovoltaic system installed on the
roof. Externally, the building is mainly made with
both opaline and transparent glass panels which
guarantee a high internal diffusion of natural light
and high visual comfort, also supported by the
study of colors and modern lighting materials. In
addition to condensing the best characteristics of
environmental sustainability, the building offers in-
ternal and external spaces intended for the well-be-
ing of people through the presence of numerous
relaxation areas.
In 2023 Ferrari added an additional 8 thousand
square meters to the New Technical Center in order
to speed up the development of electrification activ-
ities and boost the ability to test the strategic prod-
uct range components. Furthermore, to support the
development and production of Formula 1 compo-
nents, the Mechanical department was expanded
by approximately 2 thousand square meters. The
increasing number of employees has made it nec-
essary to construct, expand and modernize offices
and workspaces. The new Marketing and Commer-
cial Department offices and the 4WD Wind Tunnel
enlargement, which enables the entire Product De-
velopment to accommodate more resources in line
with the range plan, have been identified as the most
significant buildings in 2023. The total area of these
recently constructed buildings is about 4 thousand
square meters. In order to attract the attention of
Ferrari collaborators, we also moved forward with
the development and restructuring of certain re-
lated facilities (company restaurant, health & care
rooms, and infirmary).
Adjacent to the plant is our Fiorano track, built in
1972 and remodeled in 1996, and which covers ap-
proximately 3 thousand meters.
The track also houses the Formula 1 logistics offic-
es. Additional facilities in Maranello include a prod-
uct development center, a hospitality area and the
Ferrari museum.
We also own the Mugello racing circuit in Scarpe-
ria, near Florence, which we rent to racing events
organizers (see “—Racing—Mugello Circuit”).
We own a second plant in Modena, named Car-
rozzeria Scaglietti. At this approximately 26 thou-
sand square meter plant we manufacture aluminum
bodyworks for our regular Range, Special Series
and prototype cars.
The total carrying value of our property, plant and
equipment at December 31, 2023 was €1,575 million.
80
BOARD REPORTFERRARI N.V. 2023 ANNUAL REPORT AND FORM 20-F EMPLOYEES
Human capital is a crucial factor in our success, build-
ing on our position as a global leader in the luxury
performance car sector and creating long-term, sus-
tainable value. To recognize excellence, encourage
professional development and create equal opportu-
nities, we adopt a number of initiatives, including our
appraisal system to assess our middle-managers
and white collar employees through performance
management metrics; our talent management and
succession planning, in addition to assessment plans
for blue collars; training and skill-building initiatives;
employee satisfaction and engagement surveys, in-
cluding our so-called “Pit Stop”, “Pole Position” and
“Formula Cultura” programs; and flexible work ar-
rangements, commuting programs and a dedicat-
ed welfare program, Formula Benessere, which in-
cludes, among other programs, Formula Benessere
Donna and Formula Benessere Junior (offering med-
ical assistance to employees and their families) and
Formula Estate Junior (offering Summer Campus to
the children of employees).
In November 2023 we launched new welfare ini-
tiatives starting in 2024 aimed at the employees of
the Italian companies of the Group: a medical-health
check-up offered annually to all employees to be
carried out in-house during working hours and the
extension of the Formula Benessere Junior project
to the 4-18 age group (compared to the current 5-15
age group). Initiatives to support parenthood were
also announced, which include greater flexibility for
those who can work in agile mode and paid leave for
employees with children up to the age of 10.
At December 31, 2023, we had a total of 4,988
employees,
including 161 managers and senior
managers. Of these employees, 4,666 were based at
our Maranello facility and 322 were based in offices
around the world (including 27 managers and senior
managers), mostly in North America and China.
White-collar employees and middle-managers
Italy
Rest of the world
Blue-collar employees
Italy
Rest of the world
Managers and senior managers
December 31,
2022
2,441
2,163
278
2,326
2,317
9
152
2023
2,568
2,282
286
2,259
2,250
9
161
2021
2,276
2,039
237
2,190
2,180
10
143
Total
4,988
4,919
4,609
Approximately 12 percent of the employees were
trade union members in 2023. Our employees’ prin-
cipal trade unions are Federazione Italiana Met-
almeccanici (FIM-CISL), Unione Italiana Lavoratori
Metalmeccanici (UILM-UIL), Federazione Italiana Sin-
dacati Metalmeccanici e Industrie Collegate (FISMIC)
and Federazione Impiegati Operai Metallurgici (FI-
OM-CGIL).
All of our managers are covered by collective
bargaining agreements signed by the Italian trade
union, Federmanager, signed on April 28, 2023. Our
other employees are covered by two agreements:
the first one entered into by FCA, CNH Industrial, Iveco
and Ferrari with FIM-CISL, UILM-IUL, FISMIC, UGL and
AQCF, signed on March 8, 2023; the second one en-
tered into by Ferrari and FIM-CISL, UILM-IUL, FISMIC,
signed on November 13, 2023 and named “Accor-
do Premio di Competitività Ferrari”, which includes,
among other things, the payment of bonuses linked
to performance for certain categories of employees.
in November 2023, Ferrari an-
nounced 250 new hires to be carried out in the first
six months of 2024, half of which should be con-
In addition,
firmed in January. In addition, we will also launch a se-
ries of welfare initiatives aimed at providing an even
greater support for our employees, including the
parenting support and the health check-ups. More-
over, a broad-based share ownership plan will be
launched in the early months of 2024. Each employ-
ee will be given the option to become a shareholder
of Ferrari, receiving a one-off grant of shares, free
of charge, worth up to a maximum of approximately
Euro 2,065, in line with the relevant tax regulations.
The Company plans to extend this plan to the em-
ployees of all non-Italian subsidiaries, in accordance
with applicable national legislations.
In addition to the collective bargaining agree-
ments, we have individually negotiated agreements
with several of our managers and other key employ-
ees providing for long-term incentives, exclusivity
and non-compete provisions.
REGULATORY MATTERS
We manufacture and sell our cars around the world
and our operations are therefore subject to a variety
81
FERRARI N.V. 2023 ANNUAL REPORT AND FORM 20-FBOARD REPORT of laws and regulations relating to environmental,
health and safety and other matters. These laws reg-
ulate our cars, including their emissions, fuel con-
sumption and safety, as well as our manufacturing
facilities and operations, setting strict requirements
on emissions, treatment and disposal of waste, wa-
ter and hazardous materials and prohibitions on
environmental contamination. Our vehicles, togeth-
er with the engines that power them, must comply
with extensive regional, national and local laws and
regulations, and industry self-regulations (including
those that regulate vehicle safety). However, we cur-
rently benefit from certain regulatory exemptions,
because we qualify as an SVM or similar designa-
tion in certain jurisdictions where we sell cars. As
outlined below, these exemptions provide a range
of benefits, from less stringent emissions caps and
compliance date extensions, to exemptions from
zero emission vehicle production requirements.
We are in substantial compliance with the rele-
vant regulatory requirements affecting our facilities
and products around the world. We constantly mon-
itor such requirements and adjust our operations as
necessary to remain in compliance.
APPROVAL AND MARKET SURVEILLANCE
In 2018, the European Parliament and European
Council issued Regulation 2018/858, establishing
the new framework for the approval and market
surveillance of motor vehicles (repealing Direc-
tive 2007/46/EC). While the previous regulatory
framework of Directive 2007/46/EC was focused
on technical standards, the new regulation has a
broader scope by including market surveillance re-
quirements in order to ensure the enforcement of
applicable standards. The key objectives of Regula-
tion 2018/858 are: enhancing the independence of
technical services (i.e. the approved testing labora-
tories) as well as improving the quality of the testing
of vehicles and setting stricter requirements for
technical services; introducing market surveillance
in order to verify the conformity of vehicles on the
market to the applicable standards, and requiring
corrective measures in case of non-compliance or
where a vehicle poses a safety risk or a risk to the
environment; strengthening the type approval sys-
tem with more stringent oversight by the EU. The
Commission has the power to suspend, restrict or
withdraw the designation of technical services, to
order recalls, and to impose financial penalties.
GREENHOUSE GAS/CO2/FUEL ECONOMY
LEGISLATION
European legislation limited fleet average green-
house gas emissions for new passenger cars to 130
grams of CO2 per kilometer for the period 2015-2019.
Due to our SVM status under EU regulations we ben-
efited from a derogation from the 130 grams per
kilometer emissions requirement available to small
volume and niche manufacturers during that pe-
riod. Pursuant to that derogation, we were instead
required to meet yearly CO2 emissions targets, be-
ginning in 2012, reaching a target level of 290 grams
per kilometer in 2016 for our fleet of EU-registered
vehicles that year. Despite global shipments ex-
ceeding 10,000 vehicles in 2019, Ferrari continued
to qualify as an SVM under EU regulations, because
its total number of registered vehicles in the EU per
year is less than 10,000 vehicles.
In 2014, the European Union set new 2020 emis-
sions targets, calling for 95 percent of a manufac-
turer’s full fleet of new passenger cars registered in
the EU in 2020 to average 95 grams of CO2 per kilo-
meter, rising to 100 percent of the fleet in 2021. The
2014 regulation extends the small volume and niche
manufacturers derogation. Pursuant to the deroga-
tion approved by the European Commission follow-
ing our petition, we were required to meet certain
CO2 emissions target levels in the 2017-2021 period,
reaching a target of 277 grams per kilometer in 2021
for our fleet of EU-registered cars that year.
In 2019, the European Union set new 2025 and
2030 emissions targets, calling for respectively a
15 percent and 37.5 percent reduction of the target
applicable in 2021. An incentive mechanism for zero
and low emission vehicles was also introduced. This
new regulation (EU 2019/631) continues to state that
it is not appropriate to use the same method to de-
termine the emissions reduction targets for large
volume manufacturers as for small volume man-
ufacturers that are considered as independent.
Therefore, Ferrari and other SVMs have the possi-
bility to continue to apply for alternative emissions
reduction and are required to submit the application
at the latest by October 31 of the year in which the
related derogation shall apply.
The regulation EU 2019/631 sets out new EU
rules on monitoring and reporting of average emis-
sions: the Commission will have to ensure the re-
al-world representativeness of the CO2 emission
values based on data from the fuel consumption
meters installed in new cars and will be obliged to
publish the performance of each manufacturer. For
this purpose, the Commission issued in March 2021
the Implementing Regulation EU 2021/392 requiring
manufacturers to collect and report the real-world
on-board fuel consumption monitoring (OBFCM)
data and the vehicle identification numbers of new
cars registered starting from January 1, 2021, unless
the vehicle owner expressly refuses to make that
data available. The European Commission will then
publish real-world data on an annual basis, aggre-
gated at the level of manufacturer for comparison
of the same set of vehicles between data recorded
in the certificates of conformity and the real-world
data. In addition, regulation EU 2019/631 requires
the European Commission to evaluate the possibility
of a common methodology for the assessment and
the consistent data reporting of full life-cycle emis-
sions from cars. The regulation also includes pro-
visions on in-service conformity testing and on de-
tecting strategies which may artificially improve the
82
BOARD REPORTFERRARI N.V. 2023 ANNUAL REPORT AND FORM 20-F CO2 performance. Because of these requirements,
the European Commission developed the Delegat-
ed Regulation (EU) 2023/2867 setting out the guid-
ing principles for defining the in-service verifica-
tion procedures. Detailed technical provisions (e.g.
test procedures, statistical evaluations, tolerances,
pass/fail criteria, etc.) for the in-service verification
procedures have been defined in the Implementing
Regulation EU 2023/2866.
The European Green Deal, adopted by the Euro-
pean Commission in December 2019, has at its core
combating climate change and reaching the objec-
tives of the Paris Agreement and other environmen-
tal goals (including addressing air pollution). One of
its central elements is the 2050 climate neutrality
objective. The European Commission enshrined the
2050 climate neutrality objective into EU law entered
into force in July 2021. In order to set the EU on a sus-
tainable path to achieve climate neutrality by 2050,
the European Commission has also presented a net
EU-wide, economy-wide plan to reduce greenhouse
gas emissions by at least 55 percent by 2030, com-
pared to 1990 levels.
Building on the existing legislation and the EU’s
2030 climate ambitions, the European Commission
also published the “Fit for 55” Package on July 14,
2021, which includes a proposed amendment to the
regulation EU 2019/631. Regulation (EU) 2023/851
amending Regulation (EU) 2019/631 on CO2 emis-
sion performance standards for new passenger
cars and for new light commercial vehicles was
published in the EU Official Journal on 25 April 2023
and entered into force in May 2023. In particular, the
provision granting a derogation from the specific
emissions targets to manufacturers responsible
for between 1,000 and 10,000 new passenger cars
in a calendar year will remain until 2035 included.
Moreover, both the proposals to increase the 2030
CO2 emissions target from a 37.5% to a 55% reduc-
tion compared to 2021 and introduce a 2035 target
whereby CO2 emissions from new cars and vans
would have to be 100% lower compared to 2021
have been confirmed. For the first time, the Com-
mission has introduced in this Regulation a legal
basis for registering vehicles beyond 2035 running
exclusively on CO2 neutral fuels. However, specific
regulatory instruments are needed to implement
this possibility.
Similarly to the EU, Switzerland introduced CO2
emission regulations for new cars in July 2012. De-
spite the existence of some specificities within the
Swiss regulation, derogations aligned with EU reg-
ulation have been granted to SVMs up to and includ-
ing 2021. Switzerland has historically adopted the
targets approved by the European Commission.
On November 24, 2021, the Swiss Federal Council
amended the CO2 emission regulations for cars and
vans. This regulation was repealed starting from
January 1, 2022 and the vehicles of niche and small
volume manufacturers have to meet the same CO2
emission targets as the large volume manufactur-
ers. This change in legislation is expected to result
in additional costs for Ferrari, either through penal-
ties or the purchase of emissions credits from other
manufacturers. Such additional costs were not ma-
terial in 2022-2023 and Ferrari does not expect that
they will be material in the future.
In the United States, both Corporate Average Fuel
Economy (“CAFE”) standards and greenhouse gas
emissions (“GHG”) standards are imposed on manu-
facturers of passenger cars. Because the control of
fuel economy is closely correlated with the control
of GHG emissions, the United States Environmental
Protection Agency (“EPA”) and the National Highway
Traffic Safety Administration (“NHTSA”) have sought
to harmonize fuel economy regulations with the
regulation of GHG vehicle emissions (primarily CO2).
These agencies have set the federal standards for
passenger cars and light trucks to meet an estimat-
ed combined average fuel economy (CAFE) level that
is equivalent to 35.5 miles per U.S. gallon for 2016
model year vehicles (250 grams CO2 per mile). In Au-
gust 2012, these agencies extended this program to
cars and light trucks for model years 2017 through
2025, targeting an estimated combined average
emissions level of 163 grams per mile in 2025, which
is equivalent to 54.5 miles per gallon.
On September 27, 2019 the EPA and the NHTSA
issued the “Safer Affordable Fuel-Efficient (SAFE) Ve-
hicles Rule Part One: One National Program” (SAFE I
Rule). These rules would exert federal preemption
authority under the CAFE statute over California’s
ability to regulate greenhouse gases and would re-
voke the current EPA waiver under the Clean Air Act
which had authorized California to regulate GHG
from motor vehicles. The state of California along
with other states and certain NGOs filed challeng-
es to these rules in both US District Court for the
District of Columbia and the United States Court of
Appeals D.C. Circuit. In May 2021, the NHTSA issued
a notice of proposed rulemaking proposing to fully
repeal the SAFE I Rule. In December 2021, NHTSA’s
proposal was finalized.
On March, 31, 2020 the EPA and the NHTSA issued
the final SAFE Vehicles Rule (Part Two) setting CAFE
and carbon dioxide emissions standards for model
years 2021-2026 passenger cars and light trucks.
Under the SAFE Vehicles Rule (Part Two), the overall
stringency of the federal standards is significantly
reduced from the levels previously set as the final
rule will increase stringency of CAFE and CO2 emis-
sions standards by 1.5 percent each year through
model year 2026, as compared with the standards
issued in 2012, which would have required annual in-
creases of approximately 5 percent. In August 2021,
the EPA published a notice of proposed rulemaking
proposing to strengthen federal GHG emissions
standards for passenger cars and light trucks by set-
ting stringent requirements for reductions from for
model years 2021-2026. This rulemaking has been
finalized in December 2021. Consistently with the
EPA’s approach, in September 2021 the NHTSA pub-
lished a notice of proposed rulemaking proposing
revised fuel economy standards for passenger cars
83
FERRARI N.V. 2023 ANNUAL REPORT AND FORM 20-FBOARD REPORT and light trucks for model years 2024-2026. In July
2022, the NHTSA’s final rule on CAFE standards for
model years 2024 through 2026 entered into force.
Specifically, model years 2024 and 2025 standards
increase in stringency by 8% each year relative to
the prior year, model year 2026 standards increase
by 10%. The CAFE standards reach approximate-
ly 49 miles per gallon in 2026 (U.S. fleet average) as
compared to 36 mpg in model year 2021, individual
manufacturer’s standards will vary from these fig-
ures depending on fleet and vehicle size mix. EPA re-
leased its 2027 and later Multi-Pollutant Rulemaking
notice of proposed rulemaking, introducing among
other requirements, stricter emission standards of
GHGs as well as criteria and air toxic pollutants from
light- and medium-duty vehicles. Moreover, SVM’s
special provisions have almost been completely
eliminated; specifically, GHG alternative standards
have been removed from MY 2025. Ferrari actively
engaged in discussions with EPA, also submitting
comments on the proposed rulemaking. Anticipat-
ing the publication of the final rule in 2024, Ferrari
remains attentive to developments in this regard. In
August 2023, also NHTSA published a Notice of Pro-
posed Rulemaking setting more stringent fuel econ-
omy standards for passenger cars for the model
years 2027-2032.
Under current regulation, for model years 2017-
2026, the EPA allows a SVM, defined as an operation-
ally independent manufacturer with less than 5,000
yearly unit sales in the United States, to petition for
a less stringent standard. The EPA has granted us
SVM status. We therefore petitioned the EPA for al-
ternative standards for the model years 2017-2021
and 2022-2025, which are aligned to our technical
and economic capabilities. On July 31, 2019 the EPA
published a Notice in the U.S. Federal Register (Fed-
eral Register /Vol. 84, No. 147) that in part proposed
that Ferrari be permitted an alternative standard
substantially in line with the alternative standard
that Ferrari proposed to the EPA for model years
2017-2021. The EPA approved Ferrari proposed
standards for model years 2017-2020, whereas it
required a small reduction for the model year 2021
standard. On June 25, 2020, the EPA Administrator
signed the final determination for alternative GHG
standards for SVMs for model years 2017 through
2021. Ferrari actively engaged in discussions with
the EPA throughout the years, submitting in 2018 a
petition for alternative standards in the model years
2022-2025. No response has been received from the
EPA regarding this petition. However, in the afore-
mentioned 2027 and later Multi-Pollutant Rulemak-
ing notice of proposed rulemaking published in May
2023, it is noteworthy that the EPA allows SVMs to ad-
here to the 2021 standard until the model year 2024
is included. Starting with model year 2025, SVMs
should comply with mainstream standards with a
certain phase-in. This potential adjustment could im-
pact our operations and we will closely monitor de-
velopments in the upcoming fiscal year.
In September 2016, we petitioned the NHTSA
for recognition as an independent manufacturer
of less than 10,000 vehicles produced globally, and
we proposed alternative CAFE standards, for model
years 2017, 2018 and 2019. Then, in December, 2017,
84
BOARD REPORTFERRARI N.V. 2023 ANNUAL REPORT AND FORM 20-F we amended the petition by proposing alternative
CAFE standards for model years 2016, 2017 and
2018 instead, covering also the 2016 model year. In
2019, our global production exceeded 10,000 ve-
hicles, and therefore we are not considered a SVM
by the NHTSA for model year 2019. We previous-
ly purchased the CAFE credits needed to fulfill this
deficit. On July 15, 2020, we submitted to the NHT-
SA a petition for an exemption from the CAFE stan-
dards for the model year 2020. We proceeded with
this submission because, although Ferrari original-
ly intended to produce more than 10,000 vehicles
in 2020, actual production was lower than 10,000
vehicles as a result of the COVID-19 pandemic and
the related shutdown of our production facilities.
Therefore since we met the NHTSA definition of a
SVM, we have requested an alternative fleet aver-
age CAFE standard for model year 2020 standard. In
July 2022, NHTSA published a proposed decision to
exempt Ferrari from the generally applicable CAFE
standards for the model years petitioned and es-
tablished alternative standards at the levels already
achieved. The final decision is expected in the near
future. We purchased the CAFE credits needed to
fulfill our model year 2021-2022 deficit and we are
currently evaluating the purchase of credits for
2023. We expect to continue to purchase credits in
the coming years if required.
As the state of California has been granted spe-
cial authority under the Clean Air Act to set its own ve-
hicle emission standards, the California Air Resourc-
es Board (“CARB”) enacted regulations under which
manufacturers of vehicles for model years 2012-
2016 which are in compliance with the EPA green-
house gas emissions regulations are also deemed to
be in compliance with California’s greenhouse gas
emission regulations (the so-called “deemed to com-
ply” provision). In November 2012, the CARB extend-
ed these rules to include model years 2017-2025. In
2017 CARB performed a technical assessment re-
garding greenhouse gas standards for model years
2022 through 2025, in parallel with the EPA and the
NHTSA, and confirmed in March 2017 that the stan-
dards defined in 2012 may be still considered appro-
priate. On December 12, 2018 the CARB amended its
existing regulations to clarify that the “deemed to
comply” provision would not be available for model
years 2021-2025 if the EPA standards for those years
were altered via an amendment of federal regula-
tions. On September 19, 2019, the NHTSA and the
EPA established the “One National Program” for fuel
economy regulation, taking the first step towards fi-
nalizing the agencies’ August 2018 proposal by an-
nouncing the EPA’s decision to withdraw California’s
waiver of preemption under the Clean Air Act, and by
affirming the NHTSA’s authority to set nationally ap-
plicable regulatory standards under the preemption
provisions of the Energy Policy and Conservation
Act (EPCA). On March 9 2022, EPA rescinded its with-
drawal of the waiver for California’s light-duty vehi-
cle GHG and zero emission vehicle (ZEV) standards.
California and Section 177 states may again enforce
those standards. Subsequently, CARB clarified that
the compliance with CARB’s GHG regulations is ex-
pected from model year 2021 for all manufacturers.
Ferrari meets the requirements to be classified as
85
FERRARI N.V. 2023 ANNUAL REPORT AND FORM 20-FBOARD REPORT an SVM based on the relevant regulations in the state
of California. Therefore, in 2023, in agreement with
CARB, Ferrari petitioned for SVM 2021-2025 alter-
native standards. No official approval has been re-
ceived from CARB to date. It may be necessary also
to increase the number of tests to be performed in
order to follow the CARB specific procedures.
While Europe and the United States lead the im-
plementation of these fuel consumption/CO2 emis-
sions programs, other jurisdictions typically fol-
low on with adoption of similar regulations within a
few years thereafter. In China, for example, Stage
IV targeted a national average fuel consumption of
5.0L/100km by 2020. In September 2017, the Chinese
government issued the Administrative Measures on
CAFC (Corporate Average Fuel Consumption) and
NEV (New Energy Vehicle) Credits. This regulation
establishes mandatory CAFC requirements, while
providing additional flexibility for SVMs (defined as
a manufacturer with less than 2,000 units import-
ed in China per year that achieve a certain minimum
CAFC yearly improvement rate). Manufactures that
exceed the CAFC regulatory ceiling are required to
purchase NEV credits.
The Stage V regulation, issued on December 31,
2019, sets the fuel consumption fleet average tar-
gets for the period 2021-2025, targeting a national
average fuel consumption of 4.0 l/100km by 2025.
Following the adoption of the Stage V fuel consump-
tion regulation, an update to the Administrative Mea-
sures on CAFC and NEV credits was published in
June 2020, keeping the additional flexibility for SVMs
and relaxing the minimum CAFC yearly improve-
ment rate required. The stage VI regulation is cur-
rently under development with the aim to strength-
en 2026-2030 fuel consumption fleet average
targets. In addition to the fuel consumption target
on the entire fleet, the Chinese regulation GB 19578-
2021 sets specific fuel consumption limits on model
types. Currently, this standard is only applicable to
domestic cars, as it is not adopted by the China Cer-
tification and Accreditation Administration (CNCA).
In the current Ferrari portfolio, only the plug-in hy-
brid models would be compliant with this regulation.
Ferrari is closely monitoring the ongoing revision
of the GB 19578-2021 standard, which currently in-
volves more stringent limits. Assessing the potential
implications, particularly its potential applicability to
importers, remains a priority for us. Following the
same approach also with respect to pure electric
vehicles, during 2021 the relevant Chinese authori-
ties have published a notice to call for participation
in a working group that should define the energy
consumption limit standards for electric vehicles;
the working group was established in 2022 and re-
searches are ongoing.
In the future, driving bans on combustion engine
vehicles could be imposed, particularly in metropol-
itan areas, promoting progress in electric and hy-
brid technology. On September 23, 2020, the Gover-
nor of California issued an executive order requiring
that all in-state sales of new passenger vehicles be
zero-emission by 2035. CARB developed regulations
among the Advanced Clean Cars II (ACC II) regula-
tory package to implement such executive order.
The ACC II regulations entered into force in Novem-
ber 2022 and will seek to increase the number of
zero-emission vehicles (ZEVs) for sale and reduce
criteria and greenhouse gas emissions from new
light- and medium-duty vehicles beyond the 2025
model year. During 2021, the state of Washington
introduced legislation that could phase out sales of
non-ZEVs. The Washington State House bill 1204 ti-
tled “Clean Cars 2030” provides that all privately and
publicly owned passenger and light duty vehicles of
model year 2030 or later registered in Washing-
ton state must be electric vehicles and the state’s
transportation commission will now work on a
scoping plan for achieving the 2030 requirement,
anticipating the California target by five years. In
November 2020, the UK Prime Minister, the Trans-
port Secretary and the Business Secretary an-
nounced, in the context of the 10-Point Plan for
a Green Industrial Revolution, the end of the sale
of new petrol and diesel cars in the United King-
dom by 2030. On July 14, 2021 the UK Government
published the Green Paper on a New Road Vehicle
CO2 Emissions Regulatory Framework for the Unit-
ed Kingdom. The commitment is to reach net zero
carbon emissions by 2050. Following Brexit, the UK
Government intends to define the legal framework
to deliver the internal combustion engine vehicles
phase out dates announced in November 2020 by
the Prime Minister’s Ten Point Plan for a Green in-
dustrial Revolution. To achieve this goal, the UK De-
partment for Transport proposed an ambitious and
challenging Zero Emissions Vehicle (ZEV) mandate,
in terms of its starting point (i.e. 2024), annual tra-
jectory targets and in terms of the announced very
limited flexibility to achieve these targets. The final
rule of the UK - ZEV Mandate and CO2 Emissions Reg-
ulation was released in December 2023, establishing
new annual targets for Stage I (2024 - 2030). Stage
II (2031 - 2035) requirements will be defined in the
future. The Regulation also includes recent updates
from UK Government on the end of sale of new pet-
rol cars, which has been postponed from 2030 to
2035. Manufacturers responsible of less than 2,500
registrations in UK per year can benefit from spe-
cial provisions. This will put the United Kingdom on
course to be the first G7 country to decarbonize
cars and vans.
EXHAUST AND EVAPORATIVE EMISSIONS
REQUIREMENTS
In 2007, the European Union adopted a series of up-
dated standards for emissions of other air pollut-
ants from passenger and light commercial vehicles,
such as nitrogen oxides, carbon monoxide, hydro-
carbons and particulates. These standards were
phased in from September 2009 (Euro 5) and Sep-
tember 2014 (Euro 6) for passenger cars. In 2016, the
European Union established that Euro 6 limits shall
86
BOARD REPORTFERRARI N.V. 2023 ANNUAL REPORT AND FORM 20-F be evaluated through Real Driving Emissions (RDE)
measurement procedure and a new test-cycle more
representative of normal conditions of use (World-
wide Light Vehicles Test Procedure). SVMs (vehicle
manufacturers with a worldwide annual production
lower than 10,000 units in the year prior to the grant
of the type-approval) are required to be compliant
with RDE standards starting from 2020 while non-
SVMs have been required to comply with RDE stan-
dards starting from 2017. We believe all new Ferrari
models are fully compliant with RDE requirements.
In 2018, the European Commission issued Regula-
tion 2018/1832 for the purpose of improving the
emission type approval tests and procedures for
light passenger and commercial vehicles, including
those for in-service conformity and RDE and intro-
ducing devices for monitoring the consumption of
fuel and electric energy. Under the EU Regulation,
which became applicable in January 2019, among
other things, the extended documentation package
provided by manufacturers to type approval author-
ities to describe Auxiliary Emission Strategies (AES)
is no longer required to be kept confidential, and the
decision whether to allow access to such documen-
tation package is left to national authorities. In addi-
tion, the Regulation introduced a new methodology
for checking In-Service Conformity (ISC) which in-
cludes RDE tests. Compliance is tested based on ISC
checks performed by the manufacturer, the grant-
ing type approval authority (GTAA), and accredited
laboratories or technical services. Test results will
be publicly available; in addition, the GTAA will pub-
lish annual reports on the ISC checks performed, in
order to improve transparency.
On December 13, 2018, the General Court of the Eu-
ropean Union issued a ruling on the action started in
mid-2016 by the cities of Madrid, Brussels and Paris
on the legality of the Commission introducing in the
second RDE Regulation (2016/646) RDE conformity
factors (CF) which had the effect of increasing the
emission limits. This led to the appeal proceedings
during 2019 against the General Court’s judgment
that annulled the conformity factors in the RDE leg-
islation. The European Court of Justice delivered its
judgment on January 13, 2022, overturning the Gen-
eral Court’s decision. The European Court of Justice
considered that since the cities of Paris, Brussels
and Madrid are not directly concerned by the regu-
lation they contested, their actions seeking its annul-
ment must be dismissed as inadmissible.
During 2019, the European Commission announced
that it will propose more stringent air pollutant emis-
sions standards for combustion-engine vehicles. The
European Commission created an Advisory Group
on Vehicle Emission Standards (AGVES), by joining
all the relevant expert groups working on emission
legislation, in order to provide technical advice for
the development of the post-EURO 6/VI emission
standards for motor vehicles. In March 2020, the
European Commission launched a public consulta-
tion on its roadmap outlining the policy options that
it could pursue in revising the emission standards
for light and heavy duty vehicles (Euro 7). This initia-
tive is part of the European Green Deal, advocating
the European automotive industry’s role as a lead-
er in the global transition to zero-emission vehicles.
87
FERRARI N.V. 2023 ANNUAL REPORT AND FORM 20-FBOARD REPORT On November 10, 2022, the European Commission
presented its Euro 7 proposal combining the re-
quirements laid down for light-duty and heavy-duty
vehicles, inclusive of updated testing protocols and
new pollutant emissions limits for fine particles and
ammonia. However, the Commission decided not to
tighten existing emission limits for internal combus-
tion cars compared to the Euro 6 standard in light of
the current geopolitical and economic circumstanc-
es. According to the proposal, manufacturer of few-
er than 10,000 new passenger cars registered in
the European Union per calendar year could benefit
from five years of additional lead time with respect
to new registrations requirements and several oth-
er accommodations. New non-exhaust emissions
limits (i.e. brake emissions, tires abrasion, refueling
emissions) and stricter existing non-emissions limits
(i.e. evaporative emissions) have also been proposed,
as well as a minimum performance threshold on bat-
tery durability and real-time measurements through
on-board-monitoring requirements (including com-
munication over the air and cybersecurity obliga-
tions). European co-legislators reached a provision-
al agreement on the Euro 7 proposal on December
18, 2023. Euro 7 technical elements are expected to
be laid down by implementing acts in the future. De-
pending on the regulatory developments to come,
the technological solutions required to ensure
compliance with Euro 7 standards may affect cus-
tomers’ expectations on performance, sound and
driving experience.
Despite the ongoing work related to Euro 7
rulemaking, in May 2022 the European Commis-
sion submitted the draft Regulation amending EU
2017/1151 to a public consultation, with the pur-
pose of introducing three additional phases in Euro
6 Regulation (i.e. Euro 6e, Euro 6e-bis, Euro 6e-bis-
FCM). The final Regulation (EU) 2023/443 was pub-
lished in the EU Official Journal on 2 March 2023
and entered into force as from 1 September 2023.
The Regulation aims to adapt the European regu-
lation to the technical progress achieved in the UN
Regulations test procedures and, among others, it
introduces an Auxiliary Emissions Strategy (AES) in-
dicator to indicate when a vehicle runs in AES mode.
Moreover, as recent European driving data showed
that the real world share of plug-in hybrid vehicles
total mileage in electric mode is much smaller than
assumed for regulatory purposes, the proposal
includes adjusting the current method for deter-
mining the fuel and energy consumption values for
those vehicles.
The European Commission is also expected to
assess and evaluate the current noise emissions lim-
its, with the risk of more stringent thresholds.
In the United States, the “Tier 3” Motor Vehicle
Emission and Fuel Standards issued by the EPA were
finalized in April 2014. With Tier 3, the EPA has estab-
lished more stringent vehicle emission standards,
requiring significant reductions in both tailpipe and
evaporative emissions, including nitrogen oxides,
volatile organic compounds, carbon monoxide and
particulate matter. These standards are intended to
harmonize with California’s standards for 2015-2025
model years (so called “LEV3”) and have been imple-
mented over the same timeframe as the U.S. federal
88
BOARD REPORTFERRARI N.V. 2023 ANNUAL REPORT AND FORM 20-F CAFE and GHG standards for cars and light trucks de-
scribed above. Because of our status as an operation-
ally independent SVM, Ferrari obtained a longer, more
flexible schedule for compliance with these stan-
dards under both the EPA and California Program.
In November 2022, the California Air Resources
Board published the already mentioned ACC II regu-
lations amending the Low Emission Vehicle (or LEV)
Regulation to reduce both tailpipe and evaporative
emissions. Several accommodations applicable to
SVMs were included.
In addition, California is moving forward with other
stringent emission regulations for vehicles, includ-
ing the Zero Emission Vehicle regulation (ZEV). The
ZEV regulation requires manufacturers to increase
their sales of zero emissions vehicles year on year,
up to 100 percent of vehicles sold in the state by
2035. Because we currently sell fewer than 4,500
units in California, we are exempt from these re-
quirements until model year 2035.
Additional stringency of evaporative emissions
also requires more advanced materials and techni-
cal solutions to eliminate fuel evaporative losses, all
for much longer warranty periods (up to 150,000
miles in the United States).
In response to severe air quality issues in Beijing
and other major Chinese cities, in 2016 the Chinese
government published a more stringent emissions
program (National 6), providing two different levels of
stringency (6a and 6b) effective starting from 2020.
In July 2018 China’s central government launched a
three-year plan to reduce air pollution, extending tar-
gets for reducing lung-damaging airborne particu-
late pollution to the country’s 338 largest cities. This
plan includes reductions in steel and other indus-
trial capacity, reducing reliance on coal, promoting
electric vehicles and cleaner transport, enhancing
air-pollution warning systems, and increasing in-
spections of businesses for air pollution infractions.
Several autonomous regions and municipalities have
implemented the requirements of the National 6 pro-
gram even ahead of the mandated deadlines.
During 2020, the Chinese Vehicle Emission Con-
trol Center (VECC) launched the “Pre-study on Next
Stage Emission Standards for Light duty Vehicles”,
an ongoing research project expected to be final-
ized in a more stringent emission program in the
next years. During 2023, several workshops were
conducted, and we actively participated, ensuring
that we stayed abreast of the latest developments
and insights in our field.
Several others regulations are also emerging
to take into account the non-exhaust emissions and
the environmental impact of electric and hybrid
vehicles components. Brake particulate emissions
from passenger cars are currently not regulated
by any UNECE or regional Regulations. However, a
new UN Global Technical Regulation (i.e., UN GTR 24)
on the topic of brake particulate emissions of light
duty vehicle’s brake systems has been finalized
during 2023. The Informal Working Group on Elec-
tric Vehicles and Environment of the United Nations
proposed during 2021 a Global Technical Regula-
tion on in-vehicle battery durability that was finally
adopted in 2022 (i.e., UN GTR 22). This regulation is
applicable to both pure electric and plug-in hybrid
vehicles and establishes provisions regarding state-
of-health monitors, minimum performance require-
ments and in-service conformity checks. A UN GTR
is not binding for certification purposes. However,
it could be transposed into a UN Regulation or a re-
gional regulation required for the certification. The
European Commission has expressed the will to in-
clude these GTR requirements in Euro 7 regulation.
Moreover, the European Commission published, in
December 2020, a proposal for a new regulation on
batteries and waste batteries. This proposal will ap-
ply to all kind of batteries, including automotive and
electric vehicle batteries, and significantly increases
the scope and number of requirements relating to
design, sustainability, labelling, information and end-
of-life. Regulation (EU) 2023/1542 has been finalized
in July 2023.
In the evolving regulatory landscape, we antic-
ipate new regulations on materials emerging from
various markets. These regulations aim to restrict
or ban the use of critical substances. In this con-
text, the EU Commission presented its proposal
for a new Regulation replacing Directive 2000/53/
EC “End-of-Life Vehicles” and Directive 2005/64/
EC “Type-approval of motor vehicles with regard to
their Reusability, Recyclability and Recoverability”.
The aim of this new EU regulation is to propose mea-
sures to enhance the circularity of the automotive
sector, covering the design, production and end-of-
life treatment of vehicles. Moreover, the European
Chemicals Agency (ECHA) has made available a draft
dossier to recommend a universal per- and polyflu-
oroalkyl substances (PFAS) restriction. It is crucial
to acknowledge that such regulatory shifts may
significantly impact material choices, necessitating
substantial research and development efforts to up-
hold performance standards amid these changes.
To comply with current and future environmen-
tal rules, we may have to incur substantial capital
expenditure and research and development expen-
diture to upgrade products and manufacturing fa-
cilities, which would have an impact on our cost of
production and results of operation.
VEHICLE SAFETY
Vehicles sold in Europe are subject to vehicle safe-
ty regulations established by the EU or by individual
member states. In 2009, the EU established a simpli-
fied framework for vehicle safety, repealing more
than 50 directives and replacing them with a single
regulation (the “General Safety Regulation”) aimed
at incorporating relevant United Nations standards.
This incorporation process began in 2012. With re-
spect to regulations on advanced safety systems,
the EU now requires new model cars from 2011 on-
wards to have electronic stability control systems
and tire pressure monitoring systems. Regulations
89
FERRARI N.V. 2023 ANNUAL REPORT AND FORM 20-FBOARD REPORT on low-rolling resistance tires have also been in-
troduced. The framework is reviewed periodically,
and in May 2018, the European Commission adopt-
ed a proposal for a regulation to make certain vehi-
cle safety measures mandatory. On December 16,
2019, the revised General Safety Regulation (EU)
2019/2144 was published in the EU Official Journal.
In 2022, new safety technologies became mandatory
in European vehicles, such as Advanced Emergency
Braking, Emergency Lane Keeping systems, crash-
test improved safety belts, intelligent speed assis-
tance and warning of driver drowsiness or distrac-
tion. On November 16, 2022, Commission Delegated
Regulation (EU) 2022/2236 setting out the technical
requirements to be applied for the purpose of EU
type-approval of vehicles produced in small series
was published in the EU Official Journal. In particular,
with regard to certain requirements introduced by
the revised General Safety Regulation, an exemption
to Intelligent Speed Assistance, Advanced Emergen-
cy Braking System and Emergency Lane Keeping
System has been granted for vehicles produced in
small series and with specified characteristics re-
lated to the installation of the camera. Moreover, the
regulation provides for a lead time of at least two
years with respect to the provisions applicable to
vehicles produced in unlimited series. In November
2023, the expected Delegated Act implementing the
fitment of the Advanced Driver Distraction Warning
(ADDW), mandatory from 2024 for new types of ve-
hicles as required by the Regulation (EU) 2019/2144
on General Safety, has been published on Official
Journal. This regulatory act was the latest measure
to be published within the General Safety Regulation
(EU) 2019/2144 framework.
In 2017, the EU published technical requirements
for the Emergency Call (eCall) system, mandatory for
new model cars starting from 2018. In 2023 the Eu-
ropean Commission started a rulemaking process
to revise the eCall framework by aligning it to the
new 4G/5G “packed switched” technology, the final
rule is expected in 2024. Starting from July 1, 2019,
new types of pure electric vehicle and new types of
hybrid electric vehicle capable of operating without
propulsion from a combustion engine operating
are required to be equipped with an Acoustic Vehi-
cle Alerting System (AVAS), and from July 1, 2021 for
all new vehicles of such types, in order to alert pe-
destrians that a vehicle is moving at low speeds. At
United Nations level, it has been identified the need
for additional regulatory action for BEVs with sound
enhancement systems other than AVAS regarding
their noise emission, a specific regulatory process
is currently ongoing. Starting from 2022, European
authorities and United Nation’s contracting parties
began enforcing regulations on cyber security and
software updates. Starting from 2024, European au-
thorities and United Nation’s contracting parties will
begin enforcing amendments to the existing regu-
lation on pedestrian protection, modifying the cur-
rent test procedures and enhancing the measure-
ment methods on extended vehicle areas such as
the windscreen. In 2020, the European Commission
issued its new digital strategy policies, which repre-
sent a priority in its regulatory agenda. During 2021,
several draft proposals were issued in this respect,
including in relation to Real Time Traffic Information
(RTTI), Connected and Intelligent Transport Systems
(C-ITS) and Artificial Intelligence (AI). As of December
31, 2023, the RTTI and ITS proposals have been final-
ized, through the adoption of the Commission Del-
egated Regulation (EU) 2022/670 and the Directive
(EU) 2023/2661, respectively.
In 2022, the European Commission announced
the intention to present a proposal amending the
European Type Approval Framework (Regulation
(EU) 2018/858) to lay down provisions on access to
in-vehicle data, the measure would aim to address
certain sector-specific issues such as bi-direction-
al access to vehicle resources and the interplay be-
tween access to data and cybersecurity. As regards
software and cybersecurity management issues,
the proposal is expected to include replacement
parts, new categories of autonomous vehicles and
replacement of batteries. In September 2022, the
European Commission also presented a proposal of
a new regulation setting up cybersecurity require-
ments covering a wide range of digital products
and related ancillary services. The proposal would
be aimed at strengthening the cybersecurity of
products placed on the EU market throughout their
whole lifecycle, improving and extending the provi-
sions and the scope of existing regulation. The final
rule is expected in 2024.
Under U.S. federal law, all vehicles sold in the
United States must comply with Federal Motor Vehi-
cle Safety Standards (“FMVSS”) promulgated by the
NHTSA. Manufacturers need to provide certification
that all vehicles are in compliance with those stan-
dards. In addition, if a vehicle contains a defect that
is related to motor vehicle safety or does not comply
with an applicable FMVSS, the manufacturer must
notify vehicle owners and provide a remedy at no
cost to the owner. Moreover, the Transportation Re-
call Enhancement, Accountability, and Documenta-
tion Act (“TREAD”) requires manufacturers to report
certain information related to claims and lawsuits
involving fatalities and injuries in the United States
if alleged to be caused by their vehicles, and other
information related to client complaints, warranty
claims, and field reports in the United States, as well
as information about fatalities and recalls outside
the United States. Several new or amended FMVSSs
have taken effect in certain instances under phase-
in schedules that require only a portion of a manu-
facturer’s fleet to comply in the early years of the
phase-in. These include an amendment to the side
impact protection requirements that added several
new tests and performance requirements (FMVSS
No. 214), an amendment to roof crush resistance re-
quirements (FMVSS No. 216), and a rule for ejection
mitigation requirements (FMVSS No. 226). In 2024,
the adoption of the amendment of occupant crash
protection (FMVSS No. 208) is expected, to update
90
BOARD REPORTFERRARI N.V. 2023 ANNUAL REPORT AND FORM 20-F the child restraint systems (CRSs). These CRSs are
used by NHTSA in air bag suppression and low risk
deployment testing. U.S. federal law also sets forth
minimum sound requirements for hybrid and elec-
tric vehicles (FMVSS No. 141). With the publication,
on November 15, 2021, of the Infrastructure Invest-
ment and Jobs Act, the Congress of United States
empowered the Secretary of Transportation to pro-
mulgate new regulations within safety framework.
In June 2023, NHTSA published a proposal for a new
regulation (FMVSS No. 127) on Automatic Emergency
Braking System. The regulation would oblige manu-
facturers to equip vehicles with a system that alerts
the driver in case of imminent collision with a pedes-
trian or a vehicle ahead and automatically applies
the brakes, in case the driver fails to do so. The draft
proposal is not aligned with other international stan-
dards already in place in many countries. Regarding
the standard implementation, NHTSA proposed a
phase-in approach. In December 2023, NHTSA pub-
lished an advanced notice of proposed rulemaking
as a first regulatory step to introduce a new FMVSS
regulation providing requirements for new technol-
ogies to prevent driver distraction, drowsiness and
impaired driving.
On May 4, 2016, the NHTSA published a Consent
Order Amendment to the November 3, 2015 Takata
Consent Order regarding a defect which may arise
in the non-desiccated Takata Corporation (“Taka-
ta”) passenger airbag inflators manufactured using
phase stabilized ammonium nitrate and mounted on
certain vehicles, including Ferrari cars. As a result
of this order and subsequent orders by the NHTSA
relating to the non-desiccated Takata passenger air-
bag inflators, in 2016 Ferrari initiated a global recall
campaign to include all Ferrari cars produced in all
model years mounting such airbag inflators, result-
ing in the recognition of a provision for warranty
costs of €37 million in 2016, the majority of which
has been utilized to date.
In 2017, the Chinese authorities published an
updated version of the current local general safety
standard which allows China to become the driv-
er market for the Event Data Recorder mandatory
installation starting from 2021. Technical require-
ments were defined in mid-2019, through the for-
mal adoption of the local standard. Among the Unit-
ed Nations contracting parties, China has been the
first country to propose an early adoption of updat-
ed test procedures on high-voltage batteries for hy-
brid and electric vehicles, which has been enforced
starting in 2020. Several passive safety standards
introducing more stringent requirements are cur-
rently under revision (e.g. pedestrian protection,
front and rear protective devices, roof crush, lateral
and rear collision, safety-belts and restraint systems
anchorages for occupants). The Chinese Authority
(CATARC) is working on a new draft of the binding
regulation GB/T 18488 on drive motor system (DMS)
for electric vehicles, introducing more stringent
technical requirements, test methods and inspec-
tion requirements on electric motors. During 2021,
2022 and 2023, the Chinese authorities worked on
several rulemaking initiatives related to active safe-
ty (e.g. ADAS, eCall), vehicle digitalization, cyber se-
curity and software updates which are not yet man-
datory for certification purposes and contribute to
the regulatory uncertainty in this market. The lack of
harmonization of Chinese regulatory requirements
is increasing in recent years. This situation could
lead to substantial research and development ex-
penditure, specifically for the Chinese market.
91
FERRARI N.V. 2023 ANNUAL REPORT AND FORM 20-FBOARD REPORT MANAGEMENT’S DISCUSSION AND ANALYSIS
OF FINANCIAL CONDITION AND RESULTS OF
OPERATIONS OF THE GROUP
The following discussion of our financial condition and results
of operations should be read together with the information included
under “Overview”, “Overview of our Business” and the Consolidated
Financial Statements included elsewhere in this document. This
discussion includes forward-looking statements and involves
numerous risks and uncertainties, including, but not limited to,those
described under “Forward-Looking Statements” and “Risk Factors”.
Actual results may differ materially from those contained in any
forward-looking statements.
FINANCIAL OVERVIEW
TRENDS, UNCERTAINTIES AND OPPORTUNITIES
SHIPMENTS
Our net revenues and results of operations depend
on, among other things, the achievement of internal
volumes and mix targets established in our budgets
and business plans, which we define in line with our
low volume strategy to pursue controlled growth
and preserve brand exclusivity. As part of this strat-
egy, we seek to manage waiting lists in the various
markets in which we operate in order to respond opti-
mally to relative levels of demand, based on our order
books, while being sensitive to local client expecta-
tions in those markets. In certain markets, we believe
that waiting lists have promoted the sense of exclu-
sivity of our products and, accordingly, we monitor
and manage waiting lists to maintain this exclusivity
while ensuring the highest levels of client satisfaction.
In order to maintain our brand’s reputation of exclu-
sivity among purchasers of our cars, we have con-
tinued our low volume strategy while responding
to growing demand and to demographic changes
as the size and spending capacity of our target cli-
ents has grown, gradually increasing annual ship-
ments(1) from 11,155 in 2021 to 13,221 in 2022 and
13,663 in 2023, resulting in average annual ship-
ments of 12,680 over the three year period from
2021 to 2023. Our current plans reflect a continua-
tion of this strategy, including the introduction of 15
new models over the period from 2023 to 2026 as
announced at our Capital Markets Day in June 2022,
and a measured increase in shipments above cur-
rent levels as we broaden our product portfolio in
line with our product strategy “Different Ferrari for
Different Ferraristi” and “Different Ferrari for Differ-
ent Moments”, and as we target a potentially larger
and younger customer base, while preserving and
enhancing the exclusivity and value of our brand.
The following table sets forth our shipments(1) by
geographic location:
92
BOARD REPORTFERRARI N.V. 2023 ANNUAL REPORT AND FORM 20-F (Number of cars and % of total cars)
For the years ended December 31,
2023
%
2022
%
2021
%
EMEA
Germany
UK
Italy
France
Switzerland
Middle East (2)
Other EMEA (3)
Total EMEA
Americas (4)
1,472
10.8%
1,439
10.9%
1,252
11.2%
1,011
7.4%
740
490
482
451
5.4%
3.6%
3.5%
3.3%
997
708
473
497
439
7.5%
5.4%
3.6%
3.8%
3.3%
996
668
473
481
334
8.9%
6.0%
4.2%
4.3%
3.0%
1,417
10.4%
1,405
10.6%
1,288
11.6%
6,063
44.4%
5,958
45.1%
5,492
49.2%
3,811
27.9%
3,447
26.1%
2,831
25.4%
of which United States of America
3,262
23.9%
2,924
22.1%
2,362
21.2%
Mainland China, Hong Kong and Taiwan
1,490
10.9%
1,552
11.7%
of which Mainland China
1,221
8.9%
1,290
9.8%
899
681
8.1%
6.1%
Rest of APAC (5)
Total
2,299
16.8%
2,264
17.1%
1,933
17.3%
13,663
100.0%
13,221
100.0%
11,155
100.0%
(1) Excluding the XX Programme, racing cars, one-off and pre-
markets not separately identified.
owned cars.
(4) Americas includes the United States of America, Canada,
(2) Middle East mainly includes the United Arab Emirates, Saudi
Mexico, the Caribbean and Central and South America.
Arabia, Bahrain, Lebanon, Qatar, Oman and Kuwait.
(3) Other EMEA includes Africa and the other European
(5) Rest of APAC mainly includes Japan, Australia, Singapore,
Indonesia, South Korea, Thailand, India and Malaysia.
We target our products to the upper end of the lux-
ury car segment and buyers of our cars tend to be-
long to the wealthiest segment of the population.
As the size and spending capacity of our target cli-
ent base has grown significantly in recent years,
our addressable market and the sense of exclusiv-
ity fostered by our low volume strategy have been
further enhanced. Given that our shipment strategy
is flexible, we are able to adjust the geographical al-
location of our shipments to respond to changes in
our key markets. The geographic allocation of our
shipments and their mix by product reflects our de-
liberate allocation strategy over the lifecycle of the
individual models and is generally impacted by the
phase-in/phase-out pace of the models, as well as
the length of waiting lists and other market-specif-
ic factors and conditions, including our commercial
strategy and the potential for future growth. We
expect that further growth in shipments will result
primarily from our deliberate allocation strategy, as
well as from targeting new customer groups, geog-
raphies and modes of use through the expansion of
our product portfolio.
RESEARCH, DEVELOPMENT
AND PRODUCT LIFECYCLE
We engage in research and development activities
aimed at further enhancing our technological edge
through continuous innovation and improving the
design, performance, driving thrills, advanced tech-
nology, safety, efficiency and reliability of our cars,
among other things. Costs we incur for the develop-
ment of our cars and engines, as well as their relat-
ed components and systems, are recognized as an
asset if, and only if, the required conditions under
IAS 38 - Intangible Assets are met, including, among
others: (i) development costs can be measured reli-
ably, (ii) the technical feasibility of the product, esti-
mated volumes and expected pricing all support the
reasonable expectation that the development expen-
diture will generate future economic benefits, and
(iii) the Group has the intention to complete the de-
velopment and the ability to use the intangible asset.
Capitalized development costs include all direct and
indirect costs that may be directly attributed to the
development process. All other research and devel-
opment costs are expensed as incurred. Research
and development costs are recognized net of any
technology-related government incentives received.
The level of our capitalized development costs
is primarily affected by the timing of updates and
renewals to our product portfolio, the pace of our
innovation schedule and our decision to integrate
newly-introduced powertrain technologies (includ-
ing hybrid and electric) more broadly into our prod-
uct portfolio. We continually launch new cars with
enhanced technological innovations and design im-
provements. In 2023, we launched five new models:
the Roma Spider, the SF90 XX Stradale and SF90 XX
93
FERRARI N.V. 2023 ANNUAL REPORT AND FORM 20-FBOARD REPORT Spider, the 296 Challenge and the 499P Modificata,
in line with our previously announced objective of in-
troducing 15 new models over the period from 2023
to 2026 (as announced at our Capital Markets Day in
June 2022), with a view to maintaining our product
portfolio’s leading position and to respond quickly to
market demand and technological breakthroughs.
As discussed at our Capital Markets Day held in June
2022, a clear focus of ours is to maintain the three
different powertrains (ICE, hybrid and electric) and
to continue to integrate hybrid and electric technol-
ogies in future models, and we plan to unveil our first
full electric Ferrari in 2025.
A portion of our research and development ef-
forts are related to the development of the various
components used in our models, and in particular,
hybrid, electric, electronic and mechanical compo-
nents. Our continued focus on component develop-
ment has the objective of improving performance
and reducing the costs to develop new models.
Our strategy involves making core components in-
house and collaborating with partners to co-devel-
op and tailor best in class solutions for state-of-the-
art technologies. Capitalized development costs are
amortized on a straight-line basis from the start of
production over the estimated lifecycle of the mod-
el or the useful life of the related assets or compo-
nents. Our Range models typically have a lifecycle of
four to five years, while our Special Series, Icona and
Supercar models typically have shorter lifecycles
and the useful life of their components may be up to
eight years.
We also incur research and development costs
in connection with our Formula 1 and other racing
activities, including initiatives to maximize the per-
formance, efficiency and safety of our racing cars.
While we develop these technologies for initial use
in our Formula 1 and other racing cars, we seek
to transfer these technologies and components,
where appropriate, to models in our current and fu-
ture product portfolio. Technological developments
and changes in the regulations of the Formula 1
World Championship generally lead us to design, de-
velop and construct a new racing car to be used for
one year only and therefore the costs incurred for
the design, development and construction of a new
racing car are generally expensed as incurred and
classified as research and development costs in the
income statement, unless the technology is expect-
ed to be used for more than one year and the costs
meet the capitalization criteria in IAS 38. Research
and development costs for Formula 1 activities can
vary from year to year and may be difficult to predict
because they are subject to, among other things, the
need to respond to our car’s performance relative
to other racing teams and changes in racing regu-
lations, including the number of races and inflation.
Starting in 2021, Formula 1 financial regula-
tions introduced a budget cap to limit the amount of
spending for chassis costs (primarily relating to the
development and manufacturing of the racing car
chassis and excluding, among others, the activities
to enable the supply of power units, marketing costs,
drivers’ salaries and the top three personnel at each
team) that may be incurred by the teams participat-
ing in the Formula 1 World Championship. Starting
94
BOARD REPORTFERRARI N.V. 2023 ANNUAL REPORT AND FORM 20-F in 2023, a cap was also introduced for the develop-
ment of the power units that will be used in the 2026
season. The aforementioned budget caps on spend-
ing are defined for each season based on several
factors, including the number of races and inflation.
The budget cap for the 2023 Formula 1 season was
€140 million in relation to the development and man-
ufacturing of the racing car chassis and $90 million
in relation to the power units that will be used in the
2026 season. The budget cap for the 2024 season is
currently in the process of being defined but is ex-
pected to be higher than in 2023, which, other things
being equal, would lead to higher cost of sales and
research and development costs in the period.
As a result of our strategy to broaden and inno-
vate our product portfolio and significantly increase
our efforts relating to hybrid, electric and other ad-
vanced technologies, our capitalized development
costs have increased significantly during the peri-
od from 2021 to 2023, from €363 million in 2021 to
€416 million in 2022 and €448 million in 2023. This
has contributed to an increase in the proportion of
capitalized development costs compared to total
research and development incurred, including the
effects of the advancement through the stages of
development for many of the technologies we are
creating, as well as the cap on certain costs we may
incur for the chassis of our Formula 1 racing cars
and the development of the power unit to be intro-
duced in 2026 (in accordance with applicable FIA
financial regulations). In particular, capitalized de-
velopment costs as a proportion of total research
and development incurred (both capitalized and
expensed) increased to 38.7 percent in 2021 to 44.5
percent in 2022 and 45.4 percent in 2023.
The following table summarizes our research
and development expenditure for the years ended
December 31, 2023, 2022 and 2021:
For the years ended December 31,
2023
2022
2021
(€ million)
448
539
987
343
882
416
518
934
258
776
363
574
937
194
768
Capitalized development costs (1)
Research and development costs expensed (A)
Total research and development incurred
Amortization of capitalized development costs (B)
Research and development costs as recognized in the
consolidated income statement (A+B)
(1) Capitalized to development costs within intangible assets
during the year.
CAR PROFITABILITY
The relative profitability of the cars we sell tends
to vary depending on a number of factors, includ-
ing exclusivity of the offering, overall performance,
technological advancement and content of the car,
engine type and performance, level of personaliza-
tion and the geographic market in which it is sold. For
example, our strictly limited-edition Icona models
(the latest is the Daytona SP3 for which shipments
commenced in the fourth quarter of 2022), as well
as our limited edition Supercars (the latest was the
LaFerrari Aperta for which shipments concluded in
2018) have sales prices that are significantly higher
than other models in the Ferrari product portfolio
in light of their exclusivity, as well as the advanced
technology and design integrated in these models.
In general, these more exclusive offerings gener-
ate higher revenues and provide better margins
than those generated on shipments of our Range
and Special Series models, and therefore they ben-
efit our results in the periods in which they are sold.
We plan to launch our Icona models more frequent-
ly compared to our Supercars and we expect this
to reduce the volatility in financial performance that
we have at times experienced historically due to the
cadence of launches of our Supercars. Additional-
ly, car profitability may vary between countries as a
result of, among other things, economic conditions,
the maturity of the market, customs duties and tar-
iffs, as well as emissions regulations.
95
FERRARI N.V. 2023 ANNUAL REPORT AND FORM 20-FBOARD REPORT We leverage the continuous improvement of the
performance, technology and other features of our
cars, as well as the exclusivity of certain model of-
ferings and the scarcity value resulting from our low
volume strategy, to increase the average price point
of our Range and Special Series models over time. In
particular, in recent years we have been increasing
the price of selected models in certain markets and
we have introduced new models with higher aver-
age selling prices compared to the corresponding
predecessor models. Furthermore, as we continue
to integrate advanced technologies more broadly
into our car portfolio, including hybrid and electric
powertrains, we expect that our average price point
will continue to increase, reflecting the superior
technological content of our new models. Our expe-
rience to date suggests that the profitability of a spe-
cific model is not necessarily impacted by the type
of powertrain.
Additionally, the interior and exterior technology
and content of the cars we sell can be customized
through our personalization offerings, which can be
further enhanced through additional bespoke spec-
ifications. Incremental revenues from personaliza-
tion are a particularly favorable factor of our pricing
and product mix due to the fact that we generate in-
cremental margin on each additional option select-
ed by our clients.
COST OF SALES AND SELLING, GENERAL
AND ADMINISTRATIVE COSTS
Cost of sales primarily comprises costs incurred in
the manufacturing and distribution of our cars and
spare parts. The cost of materials, components and
labor are the most significant elements of our cost
of sales, while the remaining costs primarily include
depreciation, insurance and transportation costs, as
well as warranty and product liability-related costs,
which are estimated and recorded at the time our
cars or products are shipped. Interest expenses and
other financial charges that are directly attributable
to our financial services activities, including provi-
sions for risks and write-downs of financial assets,
are also reported in cost of sales.
In manufacturing our cars, we
incur costs
(through production or purchase) for a variety of
components (including mechanical, electrical, elec-
tronic, aluminum, steel and plastic components, as
well as castings and tires), raw materials (the most
significant of which is aluminum) and supplies, as
well as for utilities, logistics and other services from
numerous suppliers. Fluctuations in the cost of sales
are primarily related to the number of cars we pro-
duce and sell, along with changes in the mix of mod-
els in our product portfolio and, more recently, also
inflation. Newer models generally have more tech-
nologically advanced components and enhance-
ments, including hybrid and electric technology, and
therefore have higher costs per unit; however, we
aim to price our cars appropriately to recover these
costs in line with our profitability strategy. Our Ico-
na, Supercar and One-Off models also tend to have
higher costs per unit, but these higher costs tend to
be more than offset by higher sales prices. Cost of
sales is also affected by fluctuations of certain raw
material prices, although we typically seek to man-
age these costs and minimize their volatility through
the use of long-term fixed price purchase contracts.
Over time, we have made efforts to achieve
technical and commercial efficiencies. In particular,
technical efficiencies focus on efforts to produce
components using innovative and cost-effective
materials, without compromising the quality or per-
formance of the components. In order to achieve
these technical efficiencies, we perform in-house
research and development activities and we invite
our suppliers to present us with innovative techni-
cal solutions that they have developed. Commercial
efficiencies have been achieved through negotiat-
ing discounts and entering into long-term contracts
with our partners and suppliers, who commit up-
front to pass on to us a portion of the efficiencies
they achieve in performing our supply contracts.
Furthermore, efforts are made to award new busi-
ness to existing partners and suppliers, where ap-
propriate, in order to negotiate favorable pricing. As
cost of sales also includes depreciation of plant and
equipment, cost of sales is affected by the number
and timing of product launches as the start of pro-
duction of new models triggers the commencement
of depreciation of plant and equipment acquired
specifically for those models.
When new models are introduced, we also in-
cur promotional costs in connection with product
launch and marketing initiatives, which are generally
recorded within selling, general and administrative
costs. Our schedule of model launches through 2026
is expected to increase promotional costs compared
to prior periods. Furthermore, we are currently mak-
ing significant investments in brand development,
which is also expected to increase selling, general
and administrative costs in the coming periods.
ECONOMIC CONDITIONS AND MACRO EVENTS
Significant inflationary pressures appeared in 2021
in many of the markets in which we operate and this
trend was exacerbated in 2022 and 2023. We expe-
rienced increases in the costs of our raw materials,
energy, utilities, financing costs and certain other
goods and services, resulting in downward pres-
sure on our Operating profit (EBIT) margin in both
2022 and 2023.
Following the rise in inflation, several main cen-
tral banks raised interest rates rapidly over the
course of 2022 and part of 2023, including in the Unit-
ed States where we offer retail client financing for
the purchase of our cars through our fully owned
subsidiary FFS Inc, and in EMEA where we offer retail
client financing through our equity method invest-
ment in Ferrari Financial Services GmbH, primarily
in the UK, Germany and Switzerland. The increases
in interest rates have resulted in a general increase
96
BOARD REPORTFERRARI N.V. 2023 ANNUAL REPORT AND FORM 20-F in the cost of borrowing, which has in turn increased
the interest rates on loans we generate for new car
financing as well as the cost of funds we use to fi-
nance our financial services activities, resulting in a
negative impact on our financial services margins of
approximately 60 basis points in 2022 compared to
2021 and an additional approximately 15 basis points
in 2023 compared to 2022. If the increase in market
rates is not reversed, it is also likely to lead to high-
er cost of ownership for customer who borrow for
their vehicle, with adverse pressure on demand.
The ongoing conflict between Russia and Ukraine
that started in February 2022, and the resulting geo-
political tensions have had a significant impact on
the global economy, resulting in a sharp increase
in energy prices and higher prices for certain raw
materials and goods and services, which in turn is
contributing to higher inflation globally. Many gov-
ernments and supranational organizations around
the world have imposed sanctions on certain indus-
try sectors and Russian parties, as well as enhanced
export controls on certain products and industries,
including luxury goods. The short and long-term im-
pact from the war on financial and business condi-
tions in Europe remaining highly uncertain. Ferra-
ri has very limited commercial interests in Russia,
Ukraine and the areas of conflict, and on March 8,
2022, Ferrari donated €1 million to support Ukrai-
nians in need and decided to suspend the shipment
of vehicles to the Russian market. The effects of the
aforementioned sanctions and other measures on
our business have been contained and, in order to
mitigate potential supply chain disruptions, we delib-
erately maintained a higher level of inventory.
Management is carefully monitoring the infla-
tion outlook and changes to interest rates, as well
as developments in the ongoing conflict between
Russia and Ukraine, as well as conflicts elsewhere in
the world (including the conflict between Israel and
Hamas which has the potential for escalation in the
region) and geopolitical tensions more generally, to
appropriately address the potential impacts, direct
or indirect, on our operations, order intake, supply
chain (including the availability and prices of raw ma-
terials), operating costs and financial expenses, as
well as potential impacts on our customers, the glob-
al financial markets and financial services industry.
we present our consolidated financial statements
in Euro, while the functional currency of each of our
subsidiaries depends on the primary economic envi-
ronment of that entity. In preparing the consolidated
financial statements, we translate into Euro the as-
sets and liabilities of foreign subsidiaries expressed
in local functional currency other than Euro using
the foreign currency exchange rates prevailing at
the balance sheet date, while we translate income
and expenses using the average foreign currency
exchange rates for the period presented. Accord-
ingly, fluctuations in the foreign currency exchange
rates of the functional currencies of our subsidiaries
against the Euro impacts our results of operations.
Transaction impacts arise when our Group en-
tities conduct transactions in currencies other than
their own functional currency. Therefore, we are
also exposed to foreign currency risks in connec-
tion with scheduled receipts and payments in mul-
tiple currencies. Our costs are primarily denominat-
ed in Euro, while the majority of our revenues are
generated in currencies other than the Euro, mainly
in U.S. Dollars, Japanese Yen, Chinese Yuan, Pound
Sterling, Swiss Franc and, to a lesser extent, certain
other currencies.
In general, an appreciation of the U.S. Dollar, and
the other currencies in which we operate, against
the Euro positively impacts our net revenues and re-
sults of operations. Currency changes had a nega-
tive impact in 2023 primarily due to the depreciation
of the U.S. Dollar, the Japanese Yen and the Chinese
Yuan against the Euro, but these were partially off-
set by our hedges.
Our risk management policies contemplate the
use of derivative financial instruments to hedge for-
eign currency exchange rate risk. In particular, we
have used derivative financial instruments as cash
flow hedges for the purpose of hedging the foreign
currency exchange rate at which a predetermined
proportion of forecasted transactions denominat-
ed in foreign currencies will occur. Accordingly, our
results of operations have not been fully exposed
to fluctuations in foreign currency exchange rates.
See Note 30 “Qualitative and Quantitative Informa-
tion on Financial Risks” to the Consolidated Financial
Statements included elsewhere in this document for
additional information related to our foreign curren-
cy exchange rate risk policies.
EFFECTS OF FOREIGN CURRENCY
EXCHANGE RATES
REGULATION
We are affected by fluctuations in foreign currency
exchange rates through (i) the translation into Euro
upon consolidation of foreign currency financial
statements of our subsidiaries with functional cur-
rencies other than Euro, which we refer to as the
translation impact, and (ii) transactions by entities of
the Group in currencies other than their own func-
tional currencies, which we refer to as the transac-
tion impact.
Translation impacts arise in the preparation of
the consolidated financial statements; in particular,
We ship our cars throughout the world and are
therefore subject to a variety of laws and regula-
tions, including tariffs. These laws regulate our cars,
including their emissions, fuel consumption and
safety, as well as our manufacturing facilities. As we
are currently a small volume manufacturer in cer-
tain jurisdictions, we benefit from certain regulatory
exemptions, including less stringent emissions caps.
Developing, engineering and producing cars which
meet continuously evolving regulatory require-
ments, and can therefore be sold in the relevant
97
FERRARI N.V. 2023 ANNUAL REPORT AND FORM 20-FBOARD REPORT markets, requires a significant effort and expendi-
ture of resources. See “Overview of Our Business—
Regulatory Matters” for additional information.
PATENT BOX BENEFIT
Income taxes for the years ended December 31,
2023, 2022 and 2021 benefited from the application
of the Patent Box tax regime by Article 1, par. 37-45 of
Law No. 190 of December 23, 2014, as amended and
supplemented from time to time, which provides
tax benefits for companies that generate income
through the use of intangible assets. Starting in
2020 the Group has implemented the Patent Box tax
regime, covering the period from 2020 to the con-
clusion of this regime in 2024, with the recognition
of the associated tax benefit distributed over three
equal annual installments.
The Law Decree (Decree) n. 146 enacted by the
Italian authorities, effective from October 22, 2021
and as amended by the 2022 Italian budget law, re-
places the previous Patent Box tax regime with a
new one that provides a 110% “super tax deduction”
for certain costs related to eligible intangible assets.
The Decree also outlines a transitional procedure
for the coexistence of both regimes during their ap-
plicable periods.
For additional information see Note 10 “Income tax-
es” to the Consolidated Financial Statements includ-
ed elsewhere in this document.
ASSET-BACKED FINANCING (SECURITIZATIONS)
We pursue a strategy of autonomous financing for
our financial services activities in the United States,
which involves limiting or reducing dependency on
intercompany funding and increasing the portion
of self-liquidating debt with various securitization
transactions. At December 31, 2023 and 2022 our
funding under securitization programs amounted
to €1,166 million and €1,105 million, respectively,
and our receivables from financing activities, which
relate entirely to the financial services portfolio in
the United States, amounted to €1,451 million and
€1,400 million, respectively.
For additional information see Note 24 “Debt”
and Note 18 “Current Receivables and Other Current
Assets” to the Consolidated Financial Statements in-
cluded elsewhere in this document.
98
BOARD REPORTFERRARI N.V. 2023 ANNUAL REPORT AND FORM 20-F 99
FERRARI N.V. 2023 ANNUAL REPORT AND FORM 20-FBOARD REPORT RESULTS OF OPERATIONS
CONSOLIDATED RESULTS OF OPERATIONS
2023 COMPARED TO 2022 AND 2022 COMPARED TO 2021
The following is a discussion of the results of operations for the year end-
ed December 31, 2023 compared to the year ended December 31, 2022
and for the year ended December 31, 2022 compared to the year ended
December 31, 2021. The presentation includes line items as a percentage
of net revenues for the respective periods presented to facilitate year-
over-year comparisons.
For the years ended December 31,
2023
Percentage
2022
Percentage
2021
Percentage
of net
revenues
of net
revenues
of net
revenues
(€ million, except percentages)
Net revenues
Cost of sales
5,970
100.0%
5,095
100.0%
4,271
100.0%
2,996
50.2%
2,649
52.0%
2,081
48.7%
Selling, general and administrative costs
Research and development costs
Other expenses, net
Result from investments
463
882
18
6
7.7%
14.8%
0.3%
0.1%
428
776
21
6
8.4%
15.2%
0.4%
0.1%
348
768
6
7
8.1%
18.0%
0.2%
0.2%
Operating profit (EBIT)
1,617
27.1%
1,227
24.1%
1,075
25.2%
Financial income
Financial expenses
Financial expenses, net
Profit before taxes
Income tax expense
Net profit
132
147
15
2.2%
2.5%
0.3%
84
133
49
1.2%
2.2%
1.0%
43
76
33
0.5%
1.3%
0.8%
1,602
26.8%
1,178
23.1%
1,042
24.4%
345
5.7%
1,257
21.1%
239
939
4.7%
18.4%
209
833
4.9%
19.5%
NET REVENUES
The following table sets forth an analysis of our net revenues for each of
the years ended December 31, 2023, 2022 and 2021:
For the years ended December 31,
Increase/(Decrease)
2023
Percentage
2022
Percentage
2021
Percentage
2023 vs. 2022
2022 vs. 2021
of net
revenues
of net
revenues
of net
revenues
(€ million, except percentages)
5,119
85.7%
4,321
84.8%
3,553
83.2%
798
18.5%
768
21.6%
572
9.6%
499
9.8%
451
10.6%
73
14.6%
48
10.6%
127
152
2.1%
155
3.0%
189
4.4%
(28)
(18.4%)
(34)
(18.0%)
2.6%
120
2.4%
78
1.8%
32
27.1%
42
54.2%
Cars and spare parts
(1)(5)
Sponsorship,
commercial and
brand (2)(5)
Engines (3)
Other (4)
Total net revenues
5,970
100.0%
5,095
100.0%
4,271
100.0%
875
17.2%
824
19.3%
100
BOARD REPORTFERRARI N.V. 2023 ANNUAL REPORT AND FORM 20-F (1)
Includes net revenues generated from shipments of our
(5) Starting in 2023, sponsorship revenues relating to the
cars, any personalization generated on these cars, as well
Group’s WEC and other racing activities are presented
as sales of spare parts.
within sponsorship, commercial and brand as a result of
(2)
Includes net revenues earned by our racing teams (mainly
the increased relevance of those activities for the Ferrari
in the Formula 1 World Championship and in the World
brand in 2023, primarily in connection with the return of
Endurance Championship) through sponsorship agreements
Ferrari to the top-tier “Hypercar” category of the FIA WEC
and our share of the Formula 1 World Championship
after 50 years. As a result, sponsorship revenues from
commercial revenues, as well as net revenues generated
WEC and other racing activities of €20,362 thousand and
through the Ferrari brand, including fashion collection,
€20,281 thousand for the years ended December 31, 2022
merchandising, licensing and royalty income.
and 2021, respectively, which were previously presented
(3)
Includes net revenues generated from the sale of engines
within cars and spare parts as they were treated as
to Maserati for use in their cars and from the rental of
incidental to the sale of our track cars, have been reclassified
engines to other Formula 1 racing teams.
retrospectively to sponsorship, commercial and brand to
(4) Primarily relates to financial services activities,
conform to the current presentation.
management of the Mugello racetrack and other sports-
related activities.
2023 COMPARED TO 2022
Net revenues for 2023 were €5,970 million, an in-
crease of €875 million or 17.2 percent (an increase
of 17.1 percent on a constant currency basis), com-
pared to €5,095 million for 2022.
The increase in net revenues was attributable to
the combination of (i) a €798 million increase in cars
and spare parts, (ii) a €73 million increase in spon-
sorship, commercial and brand and (iii) a €32 million
increase in other revenues, partially offset by (iv) a
€28 million decrease in engines.
Cars and spare parts
Net revenues generated from cars and spare parts
for 2023 were €5,119 million, an increase of €798
million or 18.5 percent, compared to €4,321 million
for 2022.
The increase in net revenues from cars and
spare parts was primarily attributable to a more fa-
vorable product and country mix, higher contribu-
tion from personalization, higher volumes and pric-
ing. Foreign currency exchange impact, including
hedging transactions, was slightly negative, mainly
driven by the depreciation of the Japanese Yen and
Chinese Yuan, partially offset by the appreciation of
the U.S. Dollar.
Total shipments for the year ended December 31,
2023 were 13,663, an increase of 442 cars or 3.3 per-
cent, compared to 13,221 for the year ended Decem-
ber 31, 2022. The deliveries of the year included 11
internal combustion engine (ICE) models (including
one ICE track car model) and 4 hybrid engine mod-
els, which represented 55.8 percent and 44.2 per-
cent of shipments, respectively. Both the number of
hybrid cars and the proportion of hybrid cars to the
total number of cars shipped more than doubled in
2023 compared to 2022, driven by the 296 and SF90
families. The increase in shipments was also driven
by the 812 Competizione family, the Purosangue,
which was in ramp up phase in the second half of
the year, and the Portofino M, which was approach-
ing the end of its lifecycle during the year, partially
offset by lower shipments of the 812 GTS and the
Roma, as well as the F8 Tributo and F8 Spider, which
were phased out in the first and fourth quarters of
101
the year, respectively. Shipments of the Daytona SP3
were in line with our delivery plans for this phase of
its lifecycle and we made our first shipments of the
Roma Spider in the fourth quarter of 2023.
The €798 million increase in net revenues from
cars and spare parts was composed of: (i) a €442
million increase in EMEA driven primarily by favor-
able mix, shipments of the Daytona SP3 and higher
contribution from personalization, (ii) a €310 mil-
lion increase in Americas and (iii) an €86 million in-
crease in APAC, partially offset by (iv) a €40 million
decrease in Mainland China, Hong Kong and Taiwan.
The mix of net revenues by geography primarily re-
flects deliberate volume and product allocation in
different markets.
Sponsorship, commercial and brand
Net revenues generated from sponsorship, com-
mercial agreements and brand management activ-
ities for 2023 were €572 million, an increase of €73
million or 14.6 percent, compared to €499 million for
2022. The increase was primarily attributable to new
racing sponsorships, higher Formula 1 commercial
revenues and a better Formula 1 ranking in 2022
compared to 2021, as well as the contribution from
lifestyle activities.
Engines
Net revenues generated from engines for 2023
were €127 million, a decrease of €28 million or 18.4
percent, compared to €155 million for 2022. The
decrease was mainly attributable to fewer engines
sold to Maserati, for which the contract expired in
December 2023.
Other
Other net revenues for 2023 were €152 million, an
increase of €32 million or 27.1 percent, compared to
€120 million for 2022. The increase was mainly driv-
en by an increase of financial services activities.
FERRARI N.V. 2023 ANNUAL REPORT AND FORM 20-FBOARD REPORT 2022 COMPARED TO 2021
Net revenues for 2022 were €5,095 million, an in-
crease of €824 million or 19.3 percent (an increase
of 15.5 percent on a constant currency basis), com-
pared to €4,271 million for 2021.
The increase in net revenues was attributable to
the combination of (i) a €768 million increase in cars
and spare parts, (ii) a €48 million increase in spon-
sorship, commercial and brand and (iii) a €42 million
increase in other revenues, partially offset by (iv) a
€34 million decrease in engines.
Cars and spare parts
Net revenues generated from cars and spare parts
for 2022 were €4,321 million, an increase of €768
million or 21.6 percent, compared to €3,553 million
for 2021.
The increase in net revenues from cars and
spare parts was primarily attributable to higher car
volumes and personalizations, partially offset by a
negative mix. In particular, the negative mix was driv-
en by the Ferrari Monza SP1 and SP2, which reached
the end of their limited series run in the first quar-
ter of 2022. The increase in net revenues was also
due to positive contribution from the appreciation
of certain foreign currencies compared to the Euro
(mainly the U.S. Dollar and the Chinese Yuan), partial-
ly offset by the impact of hedging transactions.
Total shipments increased by 2,066 cars, or 18.5
percent, from 11,155 cars for the year ended De-
cember 31, 2021 to 13,221 cars for the year ended
December 31, 2022. The increase in shipments in
2022 was driven by the Ferrari Portofino M and the
SF90 family, as well as the 296 GTB and the 812 Com-
petizione, which were in the ramp up phase. In the
fourth quarter of the year we made the very first
shipments of our latest Icona model, the Daytona
SP3, while the Ferrari Monza SP1 and SP2 reached
the end of their limited-series run at the end of the
first quarter of 2022.
The €768 million increase in net revenues from
cars and spare parts was composed of: (i) a €294
million increase in Mainland China, Hong Kong and
Taiwan, (ii) a €259 million increase in Americas, (iii) a
€138 million increase in EMEA, and (iv) a €77 million
increase in Rest of APAC. The mix of net revenues
by geography was impacted by the deliberate geo-
graphic allocation of shipments, which followed the
pace of introduction of new models.
Sponsorship, commercial and brand
Net revenues generated from sponsorship, Formula
1 commercial agreements and brand management
activities for 2022 were €499 million, an increase of
€48 million, or 10.6 percent, from €451 million for
2021. The increase was primarily
attributable to an improvement in our Formula 1
ranking against the prior year and lifestyle-related
activities, partially offset
by lower sponsorships.
Engines
Net revenues generated from engines for 2022
were €155 million, a decrease of €34 million or 18.0
percent, compared to €189 million for 2021. The
decrease was primarily attributable to few engines
sold to Maserati. The contract for sale of engines to
Maserati expired in December 2023.
Other
Other net revenues for 2022 were €120 million, an
increase of €42 million or 54.2 percent, compared
to €78 million for 2021. The increase was primarily
attributable to other supporting activities, mainly
related to racing and to our financial services activ-
ities (including positive foreign currency exchange
impact), as well as to the Moto GP event held at our
Mugello racetrack, which was held with full public
attendance in 2022.
COST OF SALES
For the years ended December 31,
Increase/(Decrease)
2023
Percentage
2022
Percentage
2021
Percentage
2023 vs. 2022
2022 vs. 2021
of net
revenues
of net
revenues
of net
revenues
(€ million, except percentages)
Cost of sales
2,996
50.2%
2,649
52.0%
2,081
48.7%
347
13.1%
568
27.3%
2023 COMPARED TO 2022
Cost of sales for 2023 was €2,996 million, an in-
crease of €347 million or 13.1 percent, compared to
€2,649 million for 2022. As a percentage of net rev-
enues, cost of sales was 50.2 percent in 2023 com-
pared to 52.0 percent in 2022. The increase in cost of
sales was primarily attributable to a change in prod-
uct mix, higher car volumes and higher industrial
costs (reflecting cost inflation and depreciation), as
102
BOARD REPORTFERRARI N.V. 2023 ANNUAL REPORT AND FORM 20-F well as racing and other supporting activities, par-
tially offset by fewer engines sold to Maserati and
foreign currency exchange impact.
2022 COMPARED TO 2021
Cost of sales for 2022 was €2,649 million, an in-
crease of €568 million or 27.3 percent, compared to
€2,081 million for 2021. As a percentage of net rev-
enues, cost of sales was 52.0 percent in 2022 com-
pared to 48.7 percent in 2021.
The increase in cost of sales was primarily attrib-
utable to higher car volumes, including personal-
izations, a change in product mix and higher indus-
trial costs, including cost inflation (particularly for
energy and raw materials) and depreciation, as well
as negative contribution from racing activities and
the appreciation of certain foreign currencies com-
pared to the Euro (mainly the U.S. Dollar and the Chi-
nese Yuan), and higher costs for lifestyle and other
supporting activities.
SELLING, GENERAL AND ADMINISTRATIVE COSTS
For the years ended December 31,
Increase/(Decrease)
2023
Percentage
2022
Percentage
2021
Percentage
2023 vs. 2022
2022 vs. 2021
of net
revenues
of net
revenues
of net
revenues
(€ million, except percentages)
Selling, general and
463
7.7%
428
8.4%
348
8.1%
35
8.1%
80
23.0%
administrative costs
2023 COMPARED TO 2022
2022 COMPARED TO 2021
Selling, general and administrative costs for 2023
were €463 million, an increase of €35 million or
8.1 percent, compared to €428 million for 2022. As
a percentage of net revenues, selling, general and
administrative costs were 7.7 percent in 2023 com-
pared to 8.4 percent in 2022.
The increase in selling, general and administra-
tive costs mainly reflects continuing initiatives for
digital infrastructure and organizational develop-
ment, as well as brand investments.
Selling, general and administrative costs for 2022
were €428 million, an increase of €80 million or
23.0 percent, compared to €348 million for 2021. As
a percentage of net revenues, selling, general and
administrative costs were 8.4 percent in 2022 com-
pared to 8.1 percent in 2021.
The increase in selling, general and administra-
tive costs was mainly attributable to communica-
tion and marketing activities, lifestyle and corporate
events, and costs to support the Group’s organiza-
tional development.
RESEARCH AND DEVELOPMENT COSTS
For the years ended December 31,
Increase/(Decrease)
2023
Percentage
2022
Percentage
2021
Percentage
2023 vs. 2022
2022 vs. 2021
of net
revenues
of net
revenues
of net
revenues
(€ million, except percentages)
Research and
539
9.1%
518
10.1%
574
13.4%
21
4.1%
(56)
(9.7%)
development costs
expensed during the
year
Amortization
of capitalized
development costs
343
5.7%
258
5.1%
194
4.6%
85
33.0%
64
32.5%
Research and
882
14.8%
776
15.2%
768
18.0%
106
13.7%
8
1.0%
development costs
103
FERRARI N.V. 2023 ANNUAL REPORT AND FORM 20-FBOARD REPORT 2023 COMPARED TO 2022
2022 COMPARED TO 2021
Research and development costs for 2023 were
€882 million, an increase of €106 million or 13.7 per-
cent, compared to €776 million for 2022. As a per-
centage of net revenues, research and development
costs were 14.8 percent in 2023 compared to 15.2
percent in 2022.
The increase of €106 million was attributable to (i)
higher amortization of capitalized development costs
of €85 million driven by a general increase in capital-
ized development costs in recent years (€448 million
in 2023, €416 million in 2022 and €363 million in 2021)
in line with our strategy to innovate and broaden our
product portfolio, as well as by (ii) higher research
and development costs expensed of €21 million driv-
en by Formula 1 and other racing activities.
Research and development costs for 2022 were €776
million, an increase of €8 million or 1.0 percent, com-
pared to €768 million for 2021. As a percentage of net
revenues, research and development costs were 15.2
percent in 2022 compared to 18.0 percent in 2021.
The increase in research and development costs
was primarily attributable to an increase in amortiza-
tion of capitalized development costs of €64 million
driven by a general increase in capitalized develop-
ment costs in recent years in line with our strategy to
further innovate and broaden our product portfolio.
This increase was partially offset by a decrease in re-
search and development costs expensed of €56 mil-
lion, mainly driven by an increase in the proportion of
development costs capitalized (compared to costs
expensed) as we advance through the stages of de-
velopment for many of the technologies we are cre-
ating, as well as the cap on certain costs we may in-
cur for the chassis of our Formula 1 racing cars in
accordance with applicable FIA financial regulations.
OTHER EXPENSES, NET
For the years ended
Increase/(Decrease)
December 31,
2023
2022
2021
2023 vs. 2022
2022 vs. 2021
(€ million, except percentages)
11
29
18
13
34
21
8
14
6
(2)
(12.0%)
5
53.6%
(5)
(12.2%)
20
148.7%
(3)
(12.3%)
15
287.5%
Other income
Other expense
Other expenses, net
Other expenses primarily consist of indirect taxes, provisions and oth-
er miscellaneous expenses. Other income primarily consists of rental
income, gains on the disposal of property, plant and equipment and re-
leases of previously recognized provisions (including the partial release
of environmental provisions as a result of more favorable market condi-
tions for car emissions credits), as well as other miscellaneous income.
OPERATING PROFIT (EBIT)
For the years ended December 31,
Increase/(Decrease)
2023
Percentage
2022
Percentage
2021
Percentage
2023 vs. 2022
2022 vs. 2021
of net
revenues
of net
revenues
of net
revenues
(€ million, except percentages)
Operating profit (EBIT)
1,617
27.1%
1,227
24.1%
1,075
25.2%
390
31.8%
152
14.1%
104
BOARD REPORTFERRARI N.V. 2023 ANNUAL REPORT AND FORM 20-F
2023 COMPARED TO 2022
exchange impact of €15 million (including foreign
currency hedging instruments).
Operating profit (EBIT) for 2023 was €1,617 million,
an increase of €390 million or 31.8 percent, com-
pared to €1,227 million for 2022. As a percentage of
net revenues, operating profit (EBIT) increased from
24.1 percent in 2022 to 27.1 percent in 2023.
The increase in operating profit (EBIT) was pri-
marily attributable to the combined effects of (i)
positive volume impact of €42 million (as further
described in revenues above), (ii) positive product
and country mix impact of €461 million, sustained
by the Daytona SP3, the 812 Competizione and the
SF90 families, as well as by the contribution from
the Americas and Mainland China, Hong Kong and
Taiwan and a higher contribution from personaliza-
tion and pricing, (iii) negative contribution of €106
million from research and development costs, (iv)
negative contribution of €35 million from selling,
general and administrative costs, (v) positive con-
tribution of €13 million from the combined effects
of higher Formula 1 commercial revenues, a bet-
ter Formula 1 ranking in 2022 compared to 2021,
new racing sponsorships and a higher contribution
from lifestyle activities, as well as a partial release
of environmental provisions as a result of more fa-
vorable market conditions for car emissions credits,
partially offset by higher industrial costs, reflecting
the effects of cost inflation and higher depreciation
and amortization, and (vi) positive foreign currency
2022 COMPARED TO 2021
Operating profit (EBIT) for 2022 was €1,227 million,
an increase of €152 million or 14.1 percent, com-
pared to €1,075 million for 2021. As a percentage
of net revenues, operating profit (EBIT) decreased
from 25.2 percent in 2021 to 24.1 percent in 2022.
The increase in operating profit (EBIT) was pri-
marily attributable to the combined effects of (i) pos-
itive volume impact of €261 million, (ii) negative prod-
uct mix impact of €16 million, mainly impacted by
lower shipments of the Ferrari Monza SP1 and SP2,
which phased out in the first quarter of 2022, partially
offset by positive contribution from personalizations
and Range model mix, (iii) negative contribution of
€109 million from higher industrial costs, including
cost inflation (particularly for energy and raw materi-
als) and depreciation, (iv) an increase in research and
development costs of €8 million, (v) an increase in
selling, general and administrative costs of €80 mil-
lion, (vi) negative contribution of €15 million from rac-
ing activities, and reduced engine shipments to Mase-
rati (in line with plans), partially offset by a positive
contribution from lifestyle activities, and (vii) positive
foreign currency exchange impact of €119 million
(including foreign currency hedging instruments).
FINANCIAL EXPENSES, NET
Financial income
Financial expenses
Financial expenses, net
For the years ended
Increase/(Decrease)
December 31,
2023
2022
2021
2023 vs. 2022
2022 vs. 2021
(€ million, except percentages)
132
147
15
84
133
49
43
76
33
48
57.8%
14
10.4%
41
57
95.0%
75.0%
(34)
(69.7%)
16
49.2%
2023 COMPARED TO 2022
2022 COMPARED TO 2021
Financial expenses, net for 2023 decreased to €15
million compared to €49 million for 2022. The de-
crease in financial expenses, net was driven by (i)
foreign currency exchange impact (including the
net costs of hedging), (ii) higher interest income on
cash and cash equivalents and (iii) gains realized on
the partial cash tender executed during the third
quarter of 2023 on a bond due in 2025 (€8 million).
Financial expenses, net for 2022 increased to €49
million compared to €33 million for 2021. The in-
crease in financial expenses, net was primarily at-
tributable to hedging costs for foreign exchange de-
rivatives, as well as the remeasurement to fair value
of financial investments held by the Group.
105
FERRARI N.V. 2023 ANNUAL REPORT AND FORM 20-FBOARD REPORT 106
BOARD REPORTFERRARI N.V. 2023 ANNUAL REPORT AND FORM 20-F INCOME TAX EXPENSE
For the years ended
Increase/(Decrease)
December 31,
2023
2022
2021
2023 vs. 2022
2022 vs. 2021
(€ million, except percentages)
Income tax expense
345
239
209
106
44.6%
30
14.0%
2023 COMPARED TO 2022
2022 COMPARED TO 2021
Income tax expense for 2023 was €345 million, an
increase of €106 million, compared to €239 million
for 2022. Income taxes for both years benefited
from the application of the Patent Box regime. See
Note 10 “Income Taxes” to the Consolidated Financial
Statements included elsewhere in this Report for
additional information related to the Patent Box tax
regime in Italy.
Income tax expense for 2022 was €239 million, an
increase of €30 million, compared to €209 million
for 2021. Income taxes for both years benefited
from the application of the Patent Box regime. See
Note 10 “Income Taxes” to the Consolidated Financial
Statements included elsewhere in this document for
additional information related to the Patent Box tax
regime in Italy.
The increase in income tax expense was primar-
ily attributable to an increase in profit before taxes in
2023 compared to 2022.
The increase in income tax expense was primar-
ily attributable to an increase in profit before taxes in
2022 compared to 2021.
The effective tax rate was 21.5 percent in 2023
compared to 20.2 percent in 2022, mainly reflecting
the estimate of the benefit attributable to the Patent
Box, the Allowance for Corporate Equity (ACE) and
tax incentives for eligible research and development
costs and investments.
The effective tax rate was 20.2 percent in 2022
compared to 20.1 percent in 2021.
107
FERRARI N.V. 2023 ANNUAL REPORT AND FORM 20-FBOARD REPORT LIQUIDITY AND CAPITAL
RESOURCES
LIQUIDITY OVERVIEW
We require liquidity in order to fund our operations,
meet our obligations, make capital investments and
reward our shareholders. Short-term liquidity is re-
quired, among others, to purchase raw materials,
parts, components and utilities for car production,
as well as for personnel and other operating costs.
In addition to our general working capital and op-
erational needs, we require cash for capital invest-
ments to support continuous product portfolio re-
newal and expansion, as well as for research and
development activities aimed at continually innovat-
ing and improving our cars, including the transition
of our product portfolio to hybrid and electric tech-
nology. We also make investments to enhance man-
ufacturing efficiency, improve capacity, implement
sustainability initiatives, ensure environmental and
regulatory compliance and carry out maintenance
activities, among others. We fund our capital ex-
penditure primarily with cash generated from our
operating activities. We also use liquidity to reward
our shareholders through dividends and share re-
purchases, for which we paid out €329 million and
€461 million, respectively in 2023. At our Capital
Markets Day held on June 16, 2022, we announced
a new multi-year share repurchase program of ap-
proximately €2 billion that is expected to be execut-
ed by 2026, as well as an increase in our expected
dividend payout ratio from 30 percent to 35 percent
of adjusted net profit starting in 2022.
We centrally manage our operating cash man-
agement, liquidity and cash flow requirements with
the objective of ensuring effective and efficient
management of our funds. We believe that our cash
generation together with our available liquidity, in-
cluding committed credit lines granted from prima-
ry financial institutions, will be sufficient to meet our
liquidity requirements.
See the “Net Debt and Net Industrial Debt” section
below for additional details relating to our liquidity.
CYCLICAL NATURE OF OUR CASH FLOWS
Our working capital is subject to month to month
fluctuations due to, among other things, production
and sales volumes, our financial services activities,
the timing of capital expenditures and, to a lesser
extent, tax payments. In particular, our inventory
levels generally increase in the periods leading up
to the launch of new models and at the end of the
second quarter of the year to support the summer
plant shutdown. Inventory levels are also adjusted
as we deem necessary for agile supply chain man-
agement requirements.
We generally receive payment for cars between
30 and 40 days after the car is shipped (or earlier
when sales financing arrangements are utilized by
us or by our dealers), while we generally pay most
suppliers between 60 and 90 days after we receive
the raw materials, components or other goods and
services. Additionally, we also receive advance pay-
ments from our customers, mainly for our Icona,
limited edition and Special Series models, as well as
certain Range models in selected markets. We main-
tain sufficient inventory of raw materials and com-
ponents to ensure continuity of our production lines,
however delivery of most raw materials and compo-
nents takes place monthly or more frequently in or-
der to minimize inventories. The manufacture of one
of our cars typically takes between 30 and 45 days,
depending on the level of automation of the relevant
production line, and the car is generally shipped to
our dealers three to six days following the comple-
tion of production, although in certain regions we
may warehouse cars for longer periods of time to en-
sure timely deliveries. As a result of the above, includ-
ing the advances received from customers for cer-
tain car models, we tend to receive payment for cars
shipped before or around the time we are required
to make payments for the raw materials, compo-
nents or other materials used in the manufacturing
of our cars. However, the advances we collect on
cars may be subject to timing differences from pe-
riod to period as a result of the number of models in
our product portfolio for which we collect advanc-
es and the stage of their lifecycle at a given point in
time, which ultimately impacts our working capital.
Our investments for capital expenditure and re-
search and development are, among other factors,
influenced by the timing and number of new mod-
els launches. Our development costs, as well as our
other investments in capital expenditure, generally
peak in periods when we develop a significant num-
ber of new models to renew or expand our product
portfolio. Our investments in research and develop-
ment are also influenced by the timing of research
costs for our Formula 1 activities, for which expen-
diture in a normal season is generally higher in the
first and last quarters of the year, and also depends
on the evolution of the applicable Formula 1 techni-
cal regulations, as well as the number and cadence
of races during the course of the racing season.
We are currently undergoing a period of structur-
ally higher capital spending as we broaden our car
architectures, prioritize innovation and advanced
technologies, and transition our product portfolio to
hybrid and electric powertrains. We also continue to
make significant capital investments in operating as-
sets and infrastructure projects that are important
for our continued growth and development, includ-
ing for the ongoing construction of our new e-build-
ing, which is expected to be inaugurated in June 2024
and will be used primarily for the production of BEVs
and related components, as well as the paint shop.
The payment of income taxes also affects our
cash flows. We typically pay the first tax advance
payment in the second quarter of the year, together
with the remaining tax balance due for the previous
year, and the remaining part of the advance pay-
108
BOARD REPORTFERRARI N.V. 2023 ANNUAL REPORT AND FORM 20-F ment in the third and/or fourth quarters. Our tax
expense and tax payments in 2023, 2022 and 2021
benefited from applying the Patent Box tax regime
in Italy. See Note 10 “Income Taxes” to the Consol-
idated Financial Statements included elsewhere in
this document for additional information related to
the Patent Box tax regime in Italy.
CASH FLOWS
The following table summarizes the cash flows from/(used in) operating,
investing and financing activities for each of the years ended December 31,
2023, 2022 and 2021. For additional details of our cash flows, see our Con-
solidated Financial Statements included elsewhere in this document.
Cash and cash equivalents at beginning of the year
Cash flows from operating activities
Cash flows used in investing activities
Cash flows used in financing activities
Translation exchange differences
Total change in cash and cash equivalents
Cash and cash equivalents at end of the year
For the years ended December 31,
2023
2022
2021
(€ million)
1,389
1,717
(867)
(1,109)
(8)
(267)
1,122
1,344
1,403
(805)
(554)
1
45
1,389
1,362
1,283
(733)
(580)
12
(18)
1,344
2023 COMPARED TO 2022
For the year ended December 31, 2023 cash and
cash equivalents held by the Group decreased by
€267 million compared to an increase in cash and
cash equivalents of €45 million for the year ended
December 31, 2022. The difference in the net change
in cash and cash equivalents in 2023 compared to
2022 of negative €312 million was mainly attribut-
able to the combined effects of:
(i) an increase in cash flows from operating activ-
ities of €314 million in 2023 compared to 2022,
driven by an increase in net profit excluding non-
cash items of €506 million, partially offset by
higher absorption of cash for working capital,
mainly due to an increase in inventories driven
by production planning and an enriched product
mix, as well as by lower collection of advances
for cars in 2023 compared to 2022, which bene-
fited from the collection of advances for the Day-
tona SP3;
partially offset by:
(ii) an increase in cash flows used in investing ac-
tivities of €62 million in 2023 compared to 2022,
driven by higher investments in property, plant
and equipment and intangible assets, reflecting
our initiatives for product and infrastructure de-
velopment; and
(iii) an increase in cash flows used in financing ac-
tivities of €555 million in 2023 compared to 2022,
driven by (i) higher repayments of debt of €583
million (€751 million in 2023 compared to €168
million in 2022), (ii) higher dividends paid of €82
million (€334 million in 2023 compared to €252
million in 2022) and (iii) higher share repurchas-
es of €64 million (€461 million in 2023 compared
to €397 million in 2022), partially offset by (iv) an
increase in proceeds from debt of €174 million
(€436 million in 2023 compared to €262 million
in 2022).
2022 COMPARED TO 2021
For the year ended December 31, 2022 cash and cash
equivalents held by the Group increased by €45 mil-
lion compared to a decrease in cash and cash equiv-
alents of €18 million for the year ended December
31, 2021. The difference in the net change in cash
and cash equivalents in 2022 compared to 2021 of
positive €63 million was primarily attributable to the
combined effects of:
(i) an increase in cash flows from operating activ-
ities of €120 million in 2022 compared to 2021,
mainly attributable to an increase in net profit ex-
cluding non-cash items of €242 million and €170
million from other operating assets and liabili-
ties, driven by the collection of advances for the
Daytona SP3 and the 812 Competizione A, partial-
109
FERRARI N.V. 2023 ANNUAL REPORT AND FORM 20-FBOARD REPORT ly offset by higher income tax paid of €196 mil-
lion and an increase in cash used for inventories,
trade receivables and trade payables of €91 mil-
lion driven by higher overall volumes; and
(ii) a decrease in cash flows used in financing ac-
tivities of €26 million in 2022 compared to 2021,
driven by net proceeds/repayments of debt (net
proceeds of €95 million in 2022 compared to net
repayments of €187 million in 2021), partially off-
set by higher share repurchases of €166 million
and higher dividends paid of €90 million in 2022
compared to 2021;
partially offset by:
(iii) an increase in cash flows used in investing ac-
tivities of €72 million in 2022 compared to 2021,
mainly driven by higher investments in intangible
assets to support the development of our cur-
rent and future product offering.
Please refer to the following discussion and to the
Consolidated Statement of Cash Flows included
elsewhere in this document for additional informa-
tion related to our cash flows.
A summary of the cash flows from or used in op-
erating, investing and financing activities for each
year is provided below.
OPERATING ACTIVITIES
YEAR ENDED DECEMBER 31, 2023
For the year ended December 31, 2023, our cash
flows from operating activities were €1,717 million,
primarily attributable to:
(i) net profit of €1,257 million, adjusted for €345
million of income tax expense, €662 million for
depreciation and amortization expense, €147
million of financial expenses, €132 million of fi-
nancial income and net other non-cash expenses
of €139 million (mainly related to provisions, al-
lowances, share-based compensation expense
and the result from investments accounted for
using the equity method);
(ii) €49 million of cash generated from the change
in other operating assets and liabilities, primarily
driven by advances received for our cars; and
partially offset by:
(i) €300 million of cash absorbed from the net
change in inventories, trade receivables and
trade payables, attributable to inventories for
€310 million driven by production planning and
an enriched product mix and trade receivables
for €33 million, partially offset by trade payables
for €43 million;
(ii) €107 million related to cash absorbed by receiv-
ables from financing activities driven by an in-
crease in the financial services portfolio due to
volume growth;
(iii) €51 million of net finance costs paid; and
(iv) €292 million of income tax paid.
OPERATING ACTIVITIES
YEAR ENDED DECEMBER 31, 2022
For the year ended December 31, 2022, our cash
flows from operating activities were €1,403 million,
primarily attributable to:
(i) net profit of €939 million, adjusted for €238 mil-
lion of income tax expense, €546 million for de-
preciation and amortization expense, €133 mil-
lion of financial expenses, €84 million of financial
income and net other non-cash expenses and
income of €112 million (mainly related to provi-
sions, allowances, share-based compensation
expense and the result from investments ac-
counted for using the equity method); and
(ii) €140 million of cash generated from the change
in other operating assets and liabilities, primarily
driven by advances received for the Ferrari Day-
tona SP3 and the 812 Competizione A;
partially offset by:
(i) €305 million of income tax paid;
(ii) €188 million of cash absorbed by receivables
from financing activities, driven by an increase
in the financial services portfolio;
(iii) €98 million of cash absorbed from the net
change in inventories, trade receivables and
trade payables, primarily attributable to higher
overall volumes; and;
(iv) €32 million of net finance costs paid.
OPERATING ACTIVITIES
YEAR ENDED DECEMBER 31, 2021
For the year ended December 31, 2021, our cash
flows from operating activities were €1,283 million,
primarily attributable to:
(i) net profit of €833 million, adjusted for €209 mil-
lion of income tax expense, €456 million for de-
preciation and amortization expense, €33 million
of financial expenses, net and net other non-cash
expenses and income of €48 million (mainly relat-
ed to provisions, allowances, share-based com-
pensation expense and the result from invest-
ments accounted for using the equity method);
partially offset by:
(i) €123 million related to cash absorbed by receiv-
ables from financing activities driven by an in-
crease in the financial services portfolio;
(ii) €30 million of cash absorbed from the change
in other operating assets and liabilities, primari-
ly attributable to reversals of advances received
for the Ferrari Monza SP1 and SP2, partially off-
set by advances received for the 812 Compe-
110
BOARD REPORTFERRARI N.V. 2023 ANNUAL REPORT AND FORM 20-F tizione and 812 Competizione A;
equity incentive plans);
(iii) €6 million of cash absorbed from the net change
in inventories, trade receivables and trade pay-
ables. In particular, the movement was attribut-
able to: (a) cash absorbed by inventories of €81
million driven by higher volumes, partially offset
by (b) cash generated from trade receivables
of €2 million and (c) cash generated from trade
payables of €73 million;
(iv) €28 million of net finance costs paid; and
(v) €109 million of income tax paid.
INVESTING ACTIVITIES
YEAR ENDED DECEMBER 31, 2023
For the year ended December 31, 2023 our net cash
used in investing activities was €867 million, primar-
ily attributable to capital expenditures of (i) €487 mil-
lion for intangible assets, mainly related to external-
ly acquired and internally generated development
costs, and (ii) €382 million for property, plant and
equipment. For a detailed analysis of additions to in-
tangible assets and property, plant and equipment
see “—Capital Expenditures” below.
INVESTING ACTIVITIES
YEAR ENDED DECEMBER 31, 2022
For the year ended December 31, 2022, our net cash
used in investing activities was €805 million, primari-
ly attributable to: (i) €457 million of additions to intan-
gible assets and, (ii) €348 million of additions to prop-
erty, plant and equipment. For a detailed analysis of
additions to intangible assets and property, plant and
equipment see “—Capital Expenditures” below.
INVESTING ACTIVITIES
YEAR ENDED DECEMBER 31, 2021
For the year ended December 31, 2021, our net cash
used in investing activities was €733 million, primar-
ily attributable to: (i) €385 million of additions to in-
tangible assets and, (ii) €352 million of additions to
property, plant and equipment, partially offset by
proceeds from the disposals. For a detailed analysis
of additions to intangible assets and property, plant
and equipment see “—Capital Expenditures” below.
FINANCING ACTIVITIES
YEAR ENDED DECEMBER 31, 2023
For the year ended December 31, 2023, net cash
used in financing activities was €1,109 million, pri-
marily attributable to:
(i) €385 million for the full repayment upon maturi-
ty of a bond previously issued in 2016 and €191
million for the partial repayment of a bond due in
2025 following a tender offer by the Group;
(ii) €461 million to repurchase common shares un-
der the Company’s share repurchase program
(including the “Sell-to-Cover” practice under the
(iii) €334 million of dividends paid (of which €329
million was to owners of the parent and €5 mil-
lion was to non-controlling interests);
(iv) €73 million of repayments of borrowings from
banks and other financial institutions, and
(v) €18 million for repayments of lease liabilities;
partially offset by:
(i) €250 million of proceeds from borrowings from
banks and other financial institutions; and
(ii) €102 million of proceeds net of repayments re-
lated to our revolving securitization programs in
the United States (proceeds of €151 million and
repayments of €49 million).
FINANCING ACTIVITIES
YEAR ENDED DECEMBER 31, 2022
For the year ended December 31, 2022, our net cash
used in financing activities was €554 million, primar-
ily attributable to:
(i) €397 million to repurchase common shares un-
der the Company’s share repurchase program
(including the “Sell-to- Cover” practice under the
equity incentive plans);
(ii) €252 million of dividends paid (of which €250
million was to owners of the parent and €2 mil-
lion was to non-controlling interests);
(iii) €46 million related to the net change in borrow-
ings to banks and other financial institutions; and
(iv) €17 million in repayments of lease liabilities;
partially offset by:
(i) €146 million of proceeds net of repayments re-
lated to our revolving securitization programs in
the United States; and
(ii) €12 million related to the net change in other debt.
FINANCING ACTIVITIES
YEAR ENDED DECEMBER 31, 2021
For the year ended December 31, 2021, our net cash
used in financing activities was €580 million, primar-
ily attributable to:
(i) €500 million for the full repayment of a bond
upon maturity in January 2021;
(ii) €231 million to repurchase common shares un-
der the Company’s share repurchase program
(including the “Sell-to-Cover” practice under the
equity incentive plans);
(iii) €161 million of dividends paid (of which €160
million was to owners of the parent and €1 mil-
lion was to non-controlling interests);
(iv) €22 million in repayments of lease liabilities; and
(v) €7 million related to the net change in other debt;
111
FERRARI N.V. 2023 ANNUAL REPORT AND FORM 20-FBOARD REPORT partially offset by:
(i) €149 million of net proceeds from the issuance
of the 2032 Notes in July 2021;
(ii) €121 million related to the net change in bank
borrowings and other financial institutions; and
(iii) €71 million of proceeds net of repayments relat-
ed to our revolving securitization programs in
the United States.
CAPITAL EXPENDITURES
Capital expenditures are defined as additions to
property, plant and equipment (including right-of-
use assets recognized in accordance with IFRS 16
— Leases) and intangible assets. Our capital invest-
ments generally focus on efforts to support continu-
ous product portfolio renewal and expansion, as well
as development activities aimed at continually inno-
vating and improving our cars, including the transi-
tion of our product portfolio to hybrid and electric
technology. We expect that our capital expenditures
in the next few years will continue to be primarily
focused on broadening and innovating our product
range, consistent with our plans to launch 15 mod-
els over the period from 2023 to 2026, as well as on
infrastructure investments to further enhance our
technological edge with innovation and the develop-
ment of core components in house.
Capital expenditures for the years ended De-
cember 31, 2023, 2022 and 2021 were €911 million,
€824 million and €750 million, respectively.
The following table sets forth a breakdown of
capital expenditures by category for each of the
years ended December 31, 2023, 2022 and 2021:
Intangible assets
Externally acquired and internally generated development
costs
Patents, concessions and licenses
Other intangible assets
Total intangible assets
Property, plant and equipment
Land and industrial buildings
Plant, machinery and equipment
Other assets
Advances and assets under construction
Total property, plant and equipment
Total capital expenditures
For the years ended December 31,
2023
2022
2021
(€ million)
448
24
15
487
32
113
36
243
424
911
416
31
10
457
18
154
27
168
367
824
363
17
5
385
35
123
20
187
365
750
INTANGIBLE ASSETS
Our total capital expenditures for intangible assets
for the year ended December 31, 2023 were €487
million (€457 million and €385 million for the years
ended December 31, 2022 and 2021, respectively).
The most significant investments in intangible
assets relate to externally acquired and internal-
ly generated development costs. In particular, we
make such investments to support the development
of our current and future product offering. The cap-
italized development costs primarily include materi-
als and personnel costs relating to the engineering,
design and development activities focused on con-
tent enhancement of existing cars and new mod-
els, including to broaden and innovate our product
portfolio and our ongoing investments in advanced
technologies (including hybrid and electric), as well
as the development of key components used in our
cars, which are necessary to provide continuing
performance upgrades to our customers and which
we expect to continue to develop primarily in-house.
In recent periods, our capitalized developments
costs have significantly increased for the afore-
mentioned initiatives from €363 million in 2021 to
€416 million in 2022 and €448 million in 2023. This
has contributed to an increase in the proportion of
capitalized development costs compared to total re-
search and development incurred due to the effects
of the advancement through the stages of develop-
ment for many of the technologies we are creating.
In particular, capitalized development costs as a pro-
portion of total research and development incurred
(both capitalized and expensed) increased to 45.4
112
BOARD REPORTFERRARI N.V. 2023 ANNUAL REPORT AND FORM 20-F percent in 2023 compared to 44.5 percent in 2022
and 38.7 percent in 2021.
For the year ended December 31, 2023, we in-
vested €448 million in externally acquired and inter-
nally generated development costs, of which €286
million primarily related to the development of mod-
els to be launched in future years and €162 million
primarily related to the development of our current
product portfolio and components.
For the year ended December 31, 2022, we in-
vested €416 million in externally acquired and inter-
nally generated development costs, of which €301
million primarily related to the development of mod-
els to be launched in future years and €115 million
primarily related to the development of our current
product portfolio and components.
For the year ended December 31, 2021, we in-
vested €363 million in externally acquired and inter-
nally generated development costs, of which €229
million primarily related to the development of mod-
els to be launched in future years and €134 million
primarily related to the development of our current
product portfolio and components
PROPERTY, PLANT AND EQUIPMENT
Our total capital expenditures in property, plant and
equipment for the year ended December 31, 2023
were €424 million (€367 million and €365 million for
the years ended December 31, 2022 and 2021, re-
spectively), of which €42 million related to right-of-
use assets (€19 million and 13 million for the years
ended December 31, 2022 and 2021, respectively).
For the years ended December 31, 2023, 2022 and
2021, we made significant investments in infrastruc-
tures in line with our growth plans and our focus on
the renewal and broadening of our product portfo-
lio and supporting future model launches. In partic-
ular, we invested:
• in the ongoing construction of our e-building (the
main driver of the increase in advances and as-
sets under construction in 2023 compared to
2022), which will be used primarily for the pro-
duction of battery electric vehicles (BEVs) and
related components. The e-building is expected
to be inaugurated in June 2024;
• in car and engine production lines (including for
models to be launched in future years), as well as
in our personalization programs;
• the new paint shop (in 2023); and
• in the purchase of tracts of land adjacent to our
facilities in Maranello as part of our expansion
plans (primarily in 2021).
At December 31, 2023, the Group had contractual
commitments for the purchase of property, plant
and equipment amounting to €115 million (€201 mil-
lion at December 31, 2022).
CONTRACTUAL OBLIGATIONS
The following table summarizes payments due under our significant
contractual commitments at December 31, 2023:
Payments due by period
Less than 1
year
1 to 3
years
3 to 5
years
After
5 years
Total
(€ million)
Long-term debt (1)
Interest on long-term debt (2)
Lease obligations (principal) (3)
Lease obligations (interest)
Unconditional minimum purchase obligations (4)
Purchase obligations (5)
Total contractual obligations
590
1,138
50
16
2
95
115
868
25
21
2
40
—
89
18
16
2
3
—
450
2,267
10
20
2
—
—
103
73
8
138
115
1,226
128
482
2,704
(1) Amounts presented relate to the principal amounts of
terms and current interest rates on our long-term debt.
long-term debt, excluding lease liabilities and the related
Where interest rates are variable, they were determined
interest expense that will be paid when due. For additional
using the rates in effect at December 31, 2023.
information see Note 24 “Debt” to our Consolidated Financial
(3) Lease obligations mainly relate to leases for Ferrari stores,
Statements included elsewhere in this document. The
industrial buildings and certain other leased assets used in
table above does not include short-term debt obligations.
our business.
See the table below for a reconciliation of the contractual
(4) Unconditional minimum purchase obligations relate to our
commitments of our long-term debt to the debt recognized
unconditional purchase obligations to purchase a fixed or
in the consolidated statement of financial position included
minimum quantity of goods and/or services from suppliers
within our Consolidated Financial Statements.
with fixed and determinable price provisions. From time
(2) Amounts include interest payments based on the contractual
to time, in the ordinary course of our business, we enter
113
FERRARI N.V. 2023 ANNUAL REPORT AND FORM 20-FBOARD REPORT into various arrangements with key suppliers in order
purchase obligations to purchase a minimum quantity of
to establish strategic and technological advantages. In
goods and/or services in connection with certain of our
particular, such agreements primarily relate to research
sponsorship contracts.
and development activities and, to a lesser extent, tooling
(5) Purchase obligations represent obligations to purchase
obligations. This amount also includes unconditional
property, plant and equipment.
The long-term debt obligations reflected in the table above can be recon-
ciled to the amount recognized in the consolidated statement of financial
position at December 31, 2023 (in our Consolidated Financial Statements
included elsewhere in this document) as follows:
Debt
Short-term debt obligations
Lease liabilities
Accrued interest and amortized cost effects
Long-term debt
(€ million)
2,477
(133)
(73)
(4)
2,267
PENSION, POST-EMPLOYMENT BENEFITS AND
OTHER PROVISIONS FOR EMPLOYEES
We provide post-employment benefits for certain
active employees and retirees of the Group. We
classify these benefits on the basis of the type of
benefit provided and in particular as defined con-
tribution plans, defined benefit obligations or other
provisions for employees. At December 31, 2023,
the liability for such obligations amounted to €123
million (€111 million at December 31, 2022). See Note
22 “Employee benefits” to the Consolidated Financial
Statements included elsewhere in this document.
OFF BALANCE SHEET ARRANGEMENTS
We have entered into various off-balance sheet ar-
rangements with unconsolidated third parties in
the ordinary course of business. For additional in-
formation see Note 29 “Commitments” to the Con-
solidated Financial Statements included elsewhere
in this document.
erational trends, as well as make decisions regard-
ing future spending, resource allocations and other
operational decisions. Management also uses these
measures for budgeting and business plans, perfor-
mance monitoring, management remuneration and
external reporting purposes.
In particular, we present the following non-GAAP
financial measures, which are further described be-
low: EBITDA, Adjusted EBITDA, Adjusted Operating
Profit (Adjusted EBIT), Adjusted Net Profit, Adjusted
Basic Earnings per Common Share, Adjusted Diluted
Earnings per Common Share, Net Debt, Net Indus-
trial Debt, Free Cash Flow and Free Cash Flow from
Industrial Activities, as well as a number of financial
metrics measured on a constant currency basis.
While similar measures are widely used in the in-
dustry in which we operate, the non-GAAP financial
measures we use may not be comparable to other
similarly titled measures used by other companies
nor are they intended to be substitutes for mea-
sures of financial performance or financial position
as prepared in accordance with IFRS.
NON-GAAP FINANCIAL MEASURES
EBITDA AND ADJUSTED EBITDA
We monitor and evaluate our operating and finan-
cial performance and financial position using sever-
al non-GAAP financial measures, including several
adjusted measures which present how the underly-
ing business has performed prior to the impact of
adjusting items, which may obscure the underlying
performance and impair comparability of results
between periods. We believe that these non-GAAP
financial measures provide useful and relevant in-
formation to management and investors regarding
our performance and improve the ability to assess
our financial performance and financial position.
They also provide us with comparable measures
that facilitate management’s ability to identify op-
EBITDA is defined as net profit before income tax ex-
pense, financial expenses, net and amortization and
depreciation. Adjusted EBITDA is defined as EBITDA
as adjusted for certain income and costs, which are
significant in nature, expected to occur infrequent-
ly, and that management considers not reflective of
ongoing operational activities.
The following table sets forth the calculation of
EBITDA and Adjusted EBITDA for the years ended
December 31, 2023, 2022 and 2021, and provides a
reconciliation of these non-GAAP measures to net
profit. There were no adjustments impacting Adjust-
ed EBITDA, therefore Adjusted EBITDA was equal to
EBITDA for the periods presented.
114
BOARD REPORTFERRARI N.V. 2023 ANNUAL REPORT AND FORM 20-F Net profit
Income tax expense
Financial expenses, net
Operating profit (EBIT)
Amortization and depreciation
EBITDA
Adjustments
Adjusted EBITDA
For the years ended December 31,
2023
2022
2021
(€ million)
1,257
345
15
1,617
662
2,279
—
2,279
939
239
49
1,227
546
1,773
—
1,773
833
209
33
1,075
456
1,531
—
1,531
ADJUSTED OPERATING PROFIT (ADJUSTED EBIT)
Adjusted Operating Profit (Adjusted EBIT) represents operating profit
(EBIT) as adjusted for certain income and costs which are significant in
nature, expected to occur infrequently, and that management considers
not reflective of ongoing operational activities.
The following table presents operating profit (EBIT) and Adjusted Op-
erating Profit (Adjusted EBIT) for the years ended December 31, 2023,
2022 and 2021. There were no adjustments impacting Operating Profit
(EBIT), therefore Adjusted Operating Profit (Adjusted EBIT) was equal to
operating profit (EBIT) for the periods presented.
Operating profit (EBIT)
Adjustments
Adjusted Operating Profit (Adjusted EBIT)
For the years ended December 31,
2023
2022
2021
(€ million)
1,227
—
1,227
1,617
—
1,617
1,075
—
1,075
ADJUSTED NET PROFIT
Adjusted Net Profit represents net profit as adjusted for certain income
and costs (net of tax effects) which are significant in nature, expected
to occur infrequently, and that management considers not reflective of
ongoing operational activities.
The following table presents net profit and Adjusted Net Profit for the
years ended December 31, 2023, 2022 and 2021. There were no adjust-
ments impacting net profit, therefore Adjusted Net Profit was equal to
net profit for the periods presented.
Net profit
Adjustments
Adjusted Net Profit
For the years ended December 31,
2023
2022
2021
(€ million)
939
—
939
1,257
—
1,257
833
—
833
115
FERRARI N.V. 2023 ANNUAL REPORT AND FORM 20-FBOARD REPORT ADJUSTED BASIC EARNINGS PER COMMON
SHARE AND ADJUSTED DILUTED EARNINGS PER
COMMON SHARE
Adjusted Basic Earnings per Common Share and
Adjusted Diluted Earnings per Common Share rep-
resent earnings per share, as adjusted for certain in-
come and costs (net of tax effects) which are signif-
icant in nature, expected to occur infrequently, and
that management considers not reflective of ongo-
ing operational activities.
The following table presents Adjusted Basic Earnings
per Common Share and Adjusted Diluted Earnings
per Common Share for the years ended December
31, 2023, 2022 and 2021. There were no adjustments
impacting basic Earnings per common share and di-
luted earnings per common share, therefore Adjust-
ed Basic Earnings per Common Share and Adjusted
Diluted Earnings per Common Share were equal to
basic earnings per common share and diluted earn-
ings per common share for the periods presented.
Net profit attributable to owners of the Company
€ million
For the years ended December 31,
2023
1,252
2022
933
2021
831
Weighted average number of common shares for basic earnings
thousand
181,220
182,836
184,446
per share
Basic earnings per common share
Adjustments
Adjusted Basic Earnings per Common Share
€
€
€
6.91
—
6.91
5.11
—
5.11
4.50
—
4.50
Weighted average number of common shares(1) for diluted
earnings per share
thousand
181,511
183,121
184,771
Diluted earnings per common share
Adjustments
Adjusted Diluted Earnings per Common Share
€
€
€
6.90
—
6.90
5.09
—
5.09
4.50
—
4.50
(1) For the years ended December 31, 2023, 2022 and 2021
common shares that would be issued for outstanding
the weighted average number of common shares for
share-based awards granted by the Group (assuming 100
diluted earnings per common share was increased to take
percent of the target awards vested).
into consideration the theoretical effect of the potential
See Note 12 “Earnings per Share” to the Consolidat-
ed Financial Statements, included elsewhere in this
document, for the calculation of the basic earnings
per common share and diluted earnings per com-
mon share.
NET DEBT AND NET INDUSTRIAL DEBT
Due to different sources of cash flows used for the
repayment of debt between industrial activities and
financial services activities, and the different busi-
ness structure and leverage implications, Net Indus-
trial Debt, together with Net Debt, are the primary
measures used by us to analyze our capital struc-
ture and financial leverage.
NET DEBT
Is defined as debt less cash and cash equivalents
and is composed of Net Industrial Debt and Net Debt
of Financial Services Activities, which are both de-
fined below.
NET INDUSTRIAL DEBT
Is defined as debt of our industrial activities less
cash and cash equivalents of our industrial activities.
Net Industrial Debt represents our Net Debt less our
Net Debt of Financial Services Activities (as defined
below). Industrial activities include all of the Group’s
activities except for those relating to financial ser-
vices activities, which are further described below.
NET DEBT OF FINANCIAL SERVICES ACTIVITIES
Is defined as debt of our financial services activities
less cash and cash equivalents of our financial ser-
vices activities. The Group’s financial services activi-
ties relate to its fully owned subsidiary Ferrari Finan-
cial Services Inc., whose primary business is to offer
retail client financing for the sale of Ferrari cars in the
United States and to manage the related financial re-
ceivables portfolio. The Net Debt of Financial Services
Activities primarily relates to our asset-backed fi-
nancing (securitizations) of the receivables generated
by our financial services activities in the United States.
The following table sets presents our Net Debt,
Net Debt of Financial Services Activities and Net In-
dustrial Debt at December 31, 2023 and 2022.
116
BOARD REPORTFERRARI N.V. 2023 ANNUAL REPORT AND FORM 20-F Group
2023
Financial
Services
Activities
At December 31,
Industrial
Activities
Group
(€ million)
2022
Financial
Services
Activities
Industrial
Activities
Asset-backed financing (Securitizations)
(1,166)
(1,166)
—
(1,105)
(1,105)
—
Bonds and notes
Borrowings from banks and other financial
institutions
Lease liabilities
Other debt
(904)
(291)
(73)
(43)
—
(73)
—
(42)
(904)
(1,490)
(218)
(114)
(73)
(1)
(57)
(46)
—
(76)
—
(41)
(1,490)
(38)
(57)
(5)
Total debt with third parties
(2,477)
(1,281)
(1,196)
(2,812)
(1,222)
(1,590)
Intercompany (1)
—
(9)
9
—
(42)
42
Total debt, net of intercompany
(2,477)
(1,290)
(1,187)
(2,812)
(1,264)
(1,548)
Cash and cash equivalents
1,122
34
1,088
1,389
48
1,341
Net Debt
(1,355)
(1,256)
(99)
(1,423)
(1,216)
(207)
to €81 million at December 31, 2023 (€97 million at
December 31, 2022), is subject to certain repatriation
restrictions and may only be repatriated as a repay-
ment of payables or debt, or as dividends or capital
distributions. We do not currently believe that such
transfer restrictions have an adverse impact on our
ability to meet our liquidity requirements.
The following table sets forth an analysis of the
currencies in which our cash and cash equivalents
were denominated at the dates presented.
(1) Represents intercompany (debt)/receivables between
industrial activities and financial services activities.
For additional information relating to our total debt,
see Note 24 “Debt” to the Consolidated Financial
Statements included elsewhere in this document.
The Net Debt of Financial Services Activities pri-
marily relates to our asset-backed financing (secu-
ritizations) of the receivables generated by our fi-
nancial services activities in the United States. The
latter amounted to €1,451 million and €1,400 mil-
lion at December 31, 2023 and 2022, respectively.
For further details relating to our receivables from
financing activities and our asset-backed financing
(securitizations), see Note 18 “Current Receivables
and Other Current Assets” and Note 24 “Debt” to the
Consolidated Financial Statements included else-
where in this document.
CASH AND CASH EQUIVALENTS
Cash and cash equivalents amounted to €1,122 mil-
lion at December 31, 2023 compared to €1,389 mil-
lion at December 31, 2022. See “—Cash Flows” above
for further details.
At December 31, 2023, 80 percent of our cash and
cash equivalents were denominated in Euro (at De-
cember 31, 2022, 85 percent). Our cash and cash
equivalents denominated in currencies other than
the Euro are available mostly to Ferrari S.p.A. and
certain subsidiaries which operate in areas other
than the Eurozone. Cash held in such countries may
be subject to transfer restrictions depending on the
jurisdictions in which these subsidiaries operate. In
particular, cash held in China (including in curren-
cies other than the Chinese Yuan), which amounted
117
FERRARI N.V. 2023 ANNUAL REPORT AND FORM 20-FBOARD REPORT Euro
U.S. Dollar
Chinese Yuan
Pound Sterling
Other currencies
Total
At December 31,
2023
(€ million)
895
97
81
20
29
2022
1,181
70
96
9
33
1,122
1,389
Cash collected from the settlement of receivables under securitization
programs is subject to certain restrictions regarding its use and is pri-
marily applied to repay principal and interest of the related funding. Such
cash amounted to €32 million at December 31, 2023 (€44 million at De-
cember 31, 2022).
Total available liquidity
Total available liquidity (defined as cash and cash equivalents plus un-
drawn committed credit lines) at December 31, 2023 was €1,722 million
(€2,058 million at December 31, 2022). The following table summarizes
our total available liquidity:
Cash and cash equivalents
Undrawn committed credit lines
Total available liquidity
At December 31,
2023
(€ million)
1,122
600
1,722
2022
1,389
669
2,058
The undrawn committed credit lines at December
31, 2023 and 2022 relate to revolving credit facilities.
For further details, see Note 24 “Debt” to the Consol-
idated Financial Statements included elsewhere in
this document.
— Leases), intangible assets and joint ventures. Free
Cash Flow is composed of Free Cash Flow from In-
dustrial Activities and Free Cash Flow from Financial
Services Activities, which are both defined below.
FREE CASH FLOW AND FREE CASH FLOW
FROM INDUSTRIAL ACTIVITIES
Free Cash Flow and Free Cash Flow from Industrial
Activities are two of our primary key performance
indicators to measure the Group’s performance
and cash flow generation. These measures are not
representative of residual cash flows available for
discretionary purposes.
FREE CASH FLOW
Is defined as consolidated cash flows from operat-
ing activities less investments in property, plant and
equipment (excluding right-of-use assets recog-
nized during the period in accordance with IFRS 16
FREE CASH FLOW FROM
INDUSTRIAL ACTIVITIES
Is defined as cash flows from operating activities of
our industrial activities less investments in proper-
ty, plant and equipment (excluding right-of-use as-
sets recognized during the period in accordance
with IFRS 16 — Leases), intangible assets and joint
ventures of our industrial activities. Free Cash Flow
from Industrial Activities represents our Free Cash
Flow less our Free Cash Flow from Financial Ser-
vices Activities (as defined below). Industrial activ-
ities include all of the Group’s activities except for
those relating to financial services activities, which
are further described below.
118
BOARD REPORTFERRARI N.V. 2023 ANNUAL REPORT AND FORM 20-F FREE CASH FLOW FROM FINANCIAL
SERVICES ACTIVITIES
Is defined as cash flows from operating activities
of our financial services activities less investments
in property, plant and equipment (excluding right-
of-use assets recognized during the period in ac-
cordance with IFRS 16 — Leases), intangible assets
and joint ventures of our financial services activi-
ties. The Group’s financial services activities relate
only to its fully owned subsidiary Ferrari Financial
Services Inc., whose primary business is to offer
retail client financing for the sale of Ferrari cars in
the United States and to manage the related finan-
cial receivables portfolio. Its cash flows from oper-
ating activities are mainly driven by the change in
its financial receivables portfolio (receivables from
financing activities), as well as its operating result
during the period.
The following table presents our Free Cash Flow,
Free Cash Flow from Financial Services Activities
and Free Cash Flow from Industrial Activities for the
years ended December 31, 2023, 2022 and 2021.
For the years ended December 31,
2023
2022
2021
Group
Financial
Industrial
Group
Financial
Industrial
Group
Financial
Industrial
Services
Activities
Services
Activities
Services
Activities
Activities
Activities
(€ million)
Activities
1,717
(84)
1,801
1,403
(161)
1,564
1,283
(96)
1,379
(869)
—
(869)
(806)
—
(806)
(737)
—
(737)
Cash flows from/
(used in)(1) operating
activities
Investments in
property, plant
and equipment,
intangible assets
and joint ventures
Free Cash Flow
848
(84)
932
597
(161)
758
546
(96)
642
(1) For the years ended December 31, 2023, 2022 and 2021,
from financing activities in the consolidated statement of
cash flows used in operating activities of financial services
financial position) of €107.2 million, €187.9 million and €122.7
activities mainly reflects the outflows derived from the
million, respectively.
increase in the financial receivables portfolio (receivables
Free Cash Flow for the year ended December 31,
2023 was €848 million compared to €597 million for
the year ended December 31, 2022 and €546 million
for the year ended December 31, 2021. For an expla-
nation of the drivers in Free Cash Flow see “—Cash
Flows” above.
Free Cash Flow from Industrial Activities for the
year ended December 31, 2023 was €932 million, an
increase of €174 million compared to €758 million
for the year ended December 31, 2022. The increase
in Free Cash Flow from Industrial Activities was pri-
marily attributable to an increase in net profit before
income tax expense, financial expenses, net, amorti-
zation and depreciation and other non-cash income
and expenses, partially offset by (i) higher absorp-
tion of cash for working capital, mainly due to an in-
crease in inventories driven by production planning
and an enriched product mix, (ii) lower collection of
advances for cars in 2023 compared to 2022 (which
benefited from the collection of advances for the
Daytona SP3), and (iii) higher investments in intan-
gible assets and property, plant and equipment re-
flecting our initiatives for product and infrastruc-
ture development.
Free Cash Flow from Industrial Activities for the
year ended December 31, 2022 was €758 million, an
increase of €116 million compared to €642 million
for the year ended December 31, 2021. The increase
in Free Cash Flow from Industrial Activities in 2022
compared to 2021 was primarily attributable to (i) an
increase in net profit in net profit before income tax
expense, financial expenses, net, amortization and
depreciation and other non-cash income and ex-
penses, (ii) a positive change in cash flows from oth-
er operating assets and liabilities driven by the col-
lection of advances for the Daytona SP3 and the 812
Competizione A, partially offset by (iii) an increase
in cash used for inventories, trade receivables and
trade payables driven by higher overall volumes, (ii)
higher income taxes paid and (v) higher investments
in intangible assets to support the development of
our current and future product offering.
CONSTANT CURRENCY INFORMATION
The “Results of Operations” discussion above in-
cludes information about our net revenues on a con-
stant currency basis, which excludes the effects of
foreign currency translation from our subsidiaries
with functional currencies other than Euro, as well
as the effects of foreign currency transaction im-
pact and foreign currency hedging.
119
FERRARI N.V. 2023 ANNUAL REPORT AND FORM 20-FBOARD REPORT We use this information to assess how the underly-
ing revenues changed independent of fluctuations
in foreign currency exchange rates and hedging.
We calculate constant currency by (i) applying the
prior-period average foreign currency exchange
rates to translate current period revenues of for-
eign subsidiaries expressed in local functional cur-
rency other than Euro, (ii) applying the prior-period
average foreign currency exchange rates to current
period revenues originated in a currency other than
the functional currency of the applicable entity, and
(iii) eliminating the variances of any foreign curren-
cy hedging (see Note 2 “Material Accounting Policies”
to the Consolidated Financial Statements, included
elsewhere in this document, for information on the
foreign currency exchange rates applied).
Although we do not believe that these measures
are a substitute for GAAP measures, we do believe
that revenues excluding the impact of currency fluc-
tuations and the impacts of hedging provide addi-
tional useful information to investors regarding the
operating performance on a local currency basis.
(€B, unless otherwise stated)
NET REVENUES
ADJ. OPERATING PROFIT (EBIT) (margin %)
ADJ. DILUTED EPS (€)
ADJ. EBITDA (margin %)
INDUSTRIAL FCF
(1) Calculated using the weighted average diluted number of
common shares at December 31, 2023 (181,511 thousand).
2024 OUTLOOK
2024 guidance, based on the following assumptions
for the year:
• Positive product and country mix, along with
• Racing activities impacted by lower Formula 1
strong personalizations
ranking in 2023 despite higher number of races
in the 2024 calendar
• Lifestyle activities expected to increase top line
contribution while investing to accelerate devel-
opment
• Cost inflation to persist
• Continuous brand investments
• Robust Industrial free cash flow generation, par-
tially offset by increased capital expenditures
and higher tax payments
2023A
2024 GUIDANCE
6.0
1.62
27.1%
6.90(1)
2.28
38.2%
0.93
>6.4
≥1.77
≥27%
≥7.50(1)
≥2.45
≥38%
>0.9
MAJOR SHAREHOLDERS
Exor is our largest shareholder through its approx-
imately 24.65 percent shareholding interest in our
outstanding common shares (as of February 9,
2024). See “Overview—History of the Company”. As a
result of the loyalty voting mechanism, Exor’s voting
power is approximately 36.48 percent (as of Febru-
ary 9, 2024). In addition, as of February 9, 2024, Trust
Piero Ferrari, a Jersey trust established by Mr. Piero
Ferrari, holds approximately 10.48 percent of our
outstanding common shares. Piero Ferrari holds the
usufruct over such shares including the right to ex-
ercise the voting rights of such shares, correspond-
ing to, as a result of the loyalty voting mechanism, a
voting power of approximately 15.51 percent. The
percentages of ownership and voting power above
are calculated based on the number of outstanding
shares net of treasury shares.
Exor and Mr. Piero Ferrari informed us that they
have entered into a shareholder agreement, subse-
quently amended to reflect adherence by Trust Pie-
ro Ferrari, summarized below under “—Sharehold-
ers’ Agreement”.
Exor is controlled by Giovanni Agnelli B.V. (“G.A.”),
which holds 84.37 percent of Exor’s share capital
and voting rights, based on regulatory filings with
the Netherlands Authority for the Financial Markets
(stichting Autoriteit Financiële Markten, the “AFM”).
G.A. is a Dutch private company with limited liability
(besloten vennootschap met beperkte aansprakeli-
jkheid) with interests represented by shares, found-
ed by Giovanni Agnelli and currently held by mem-
bers of the Agnelli and Nasi families, descendants of
Giovanni Agnelli, founder of Fiat. Its present principal
business activity is to purchase, administer and dis-
pose of equity interests in public and private entities
and, in particular, to ensure the cohesion and conti-
nuity of the administration of its controlling equity
interests. The managing directors of G.A., as of Feb-
ruary 16, 2024, were Jeroen Preller, Andrea Agnelli,
Luca Ferrero de’ Gubernatis Ventimiglia, Benedet-
to Della Chiesa, Johannes Casper Brouwer, Filippo
120
BOARD REPORTFERRARI N.V. 2023 ANNUAL REPORT AND FORM 20-F Scognamiglio Pasini, Alexandre von Furstenberg
and Niccolò Camerana.
Based on the information in Ferrari’s sharehold-
er register, regulatory filings with the AFM and the
SEC and other sources available to us, the following
shareholders owned, directly or indirectly, in excess
of three percent of the common shares holding vot-
ing rights of Ferrari, as of February 9, 2024:
Shareholder
Exor N.V. (2)
Trust Piero Ferrari (2)
BlackRock, Inc. (3)
Other public shareholders
Number of common shares
Percentage owned (1)
44,435,280
18,894,295
10,946,790
105,974,971
24.65%
10.48%
6.07%
58.80%
(1) The percentages of share capital set out in this table
(2) Each of Exor and Trust Piero Ferrari participate in the
are calculated as the ratio of (i) the aggregate number
loyalty voting program of Ferrari. As of February 9, 2024,
of outstanding common shares beneficially owned by
Exor owned 44,435,280 special voting shares and Trust
the shareholder to (ii) the total number of outstanding
Piero Ferrari owned 18,892,160 special voting shares.
common shares (net of treasury shares) of Ferrari. These
Therefore, as discussed above in this section, the voting
percentages may slightly differ from the percentages of
power of Exor and Trust Piero Ferrari in Ferrari is higher
share capital included in the public register held by the
than the percentage of common shares beneficially held as
AFM of all notifications made pursuant to the disclosure
presented in this table.
obligations under chapter 5.3 of the Dutch Act on financial
(3) Based on filings with the SEC (Amendment No. 1 to Schedule
supervision (Wet op het financieel toezicht; the “AFS”), inter
13G filed on February 13, 2024, File No. 005-89223),
alia, because any shares held in treasury by Ferrari are
BlackRock, Inc. is a parent holding company or control person
included in the relevant denominators for purposes of the
in accordance with Rule 13d-1(b)(1)(ii)(G) and, out of the
AFS disclosure obligations.
common shares beneficially owned as set forth in the table, it
has sole voting power over 10,278,339 common shares.
Based on the information in Ferrari’s sharehold-
er register and other sources available to us, as of
February 9, 2024, approximately 58.2 million Ferrari
common shares, or 30 percent of the outstanding
Ferrari common shares, were held in the United
States. As of the same date, approximately 1,829 re-
cord holders had registered addresses in the Unit-
ed States.
SHAREHOLDERS’ AGREEMENT
On December 23, 2015, Exor and Piero Ferrari en-
tered into a Shareholders’ Agreement, which be-
came effective at the completion of the Separation
on January 3, 2016 (as amended, the “Shareholders’
Agreement”) and prior to the admission to listing
and trading of the common shares of Ferrari on Eu-
ronext Milan.
On December 16, 2022, Exor, Piero Ferrari and
the newly established Trust Piero Ferrari entered
into an adherence and amendment agreement (the
“Adherence and Amendment Agreement”) to the
Shareholders’ Agreement, whereby Trust Piero Fer-
rari was added as a new party to the Shareholders’
Agreement and certain provisions of the Sharehold-
ers Agreement were amended. This followed the es-
tablishment of Trust Piero Ferrari and the grant to
Trust Piero Ferrari of the bare ownership of Ferrari
shares as described under “—Major Shareholders”
above. Ferrari is not a party to the Shareholders’
Agreement nor to the Adherence and Amendment
Agreement, and does not have any rights or obliga-
tions thereunder. Below is a summary of the prin-
cipal provisions of the Shareholders’ Agreement
based on regulatory filings made by Exor, Trust Pie-
ro Ferrari and Piero Ferrari.
CONSULTATION
For the purposes of forming and exercising, to the
extent possible, a common view on the items on the
agenda of any General Meeting of shareholders
of Ferrari, Exor and Piero Ferrari will consult with
each other prior to each General Meeting. For the
purposes of this consultation right and duties, rep-
resentatives of each of Exor and Piero Ferrari shall
meet in order to discuss in good faith whether they
have or can find a common view as to the matters
on the agenda of the immediately following Gener-
al Meeting. This consultation right does not include
an obligation to vote in any certain way nor does it
constitute a veto right in favor of Piero Ferrari. The
consultation rights and obligations set forth in the
Shareholders’ Agreement apply solely between
Exor and Piero Ferrari, and do not apply to Trust
Piero Ferrari.
In the event of (i) consolidation upon Trust Piero
Ferrari of the usufruct on the common shares of
Ferrari, as held by Piero Ferrari, and the bare own-
ership on the common shares of Ferrari, as held by
Trust Piero Ferrari, or (ii) any other transfer of the
usufruct on the common shares of Ferrari, as held by
Piero Ferrari, to a Permitted Transferee (as defined
in the Shareholders’ Agreement), the consultation
rights and obligations set forth in the Shareholders’
Agreement will automatically terminate and cease
to have any validity and effect and a new consulta-
tion procedure will automatically come into force
121
FERRARI N.V. 2023 ANNUAL REPORT AND FORM 20-FBOARD REPORT and effect between Exor and the relevant Permitted
Transferee (including Trust Piero Ferrari, if applica-
ble). Such new consultation procedure will entail no
obligation on the parties to reach a common view
and each of Exor and the relevant Permitted Trans-
feree (including the trustee acting on behalf of Trust
Piero Ferrari, if applicable), will at all times remain
free to exercise its voting rights independently.
PRE-EMPTION RIGHT IN FAVOR OF EXOR
AND RIGHT OF FIRST OFFER OF PIERO FERRARI
on the common shares of Ferrari, as held by Piero
Ferrari, to a Permitted Transferee, all rights and obli-
gations pertaining to Piero Ferrari under the Share-
holders’ Agreement other than the consultation
rights and obligations described above (and, there-
fore, including the right of first offer) shall automati-
cally be transferred to the relevant Permitted Trans-
feree (including Trust Piero Ferrari, if applicable) to
the extent that such provisions cannot be classified
as acting in concert provisions within the meaning of
the Dutch applicable laws and regulations.
Except for Permitted Transfers (as defined in the
Shareholders’ Agreement), the bare ownership on
the common shares of Ferrari, as held by Trust Pie-
ro Ferrari, and the usufruct on the common shares
of Ferrari, as held by Piero Ferrari, will not be trans-
ferred separately. In the event of the joint transfer
of bare ownership and usufruct of all or part of the
Ferrari common shares held by Trust Piero Ferrari,
Exor will have the right to purchase all (but not less
than all) of the common shares being transferred
on the terms of the original proposed transferor, in
case the original proposed transfer was for no con-
sideration, at market prices determined pursuant to
the Shareholders’ Agreement.
In the event Exor intends to transfer (in whole or
in part) its common shares to a third party, either
solicited or unsolicited, Piero Ferrari will have the
right to make a binding, unconditional and irrevoca-
ble all cash offer for the purchase of such common
shares. Trust Piero Ferrari will not have any rights in
connection with such right of first offer.
The foregoing will not apply in the case of trans-
fers of Ferrari common shares: (i) by any party to
the Shareholders’ Agreement, to a party that qual-
ifies as a “Loyalty Transferee” (as defined in the
Ferrari Articles of Association) of such party, (ii) by
Exor, to any affiliate of G.A., to a successor in busi-
ness of G.A. and to any affiliate of a successor in
business of G.A., and (iii) by any party to the Share-
holders’ Agreement that is an individual, to an entity
wholly owned and controlled by that same party. In
addition, the provisions regarding the pre-emption
right in favor of Exor and right of first offer of Piero
Ferrari will not apply in relation to, and Trust Piero
Ferrari will be free and allowed to carry out, market
sales to third parties of its Ferrari common shares
(provided always that bare ownership and usufruct
are transferred together) which in the aggregate
do not exceed, during the whole period of validity
of the Shareholders’ Agreement, 0.5 percent of the
number of common shares owned by Piero Ferrari
upon completion of the Separation.
SUCCESSION
In the event of (i) consolidation upon Trust Piero Fer-
rari of the usufruct on the common shares of Ferra-
ri, as held by Piero Ferrari, and the bare ownership
on the common shares of Ferrari, as held by Trust
Piero Ferrari, or (ii) any other transfer of the usufruct
TERM
The Shareholders’ Agreement entered into force
upon completion of the Separation on January 3,
2016 and provides that it shall remain in force un-
til the fifth anniversary of the effective date of the
Separation, provided that if neither of the parties to
the Shareholders’ Agreement terminates the Share-
holders’ Agreement within six months before the
end of the initial term, then the Shareholders’ Agree-
ment shall be renewed automatically for another
five year term. Since neither of the parties to the
Shareholders’ Agreement terminated it within six
months before January 3, 2021, the Shareholders’
Agreement was automatically renewed for another
five year term and, therefore, until January 3, 2026.
The Shareholders’ Agreement shall terminate
and cease to have any effect as a result of the trans-
fer of all the common shares owned by either Exor
or Trust Piero Ferrari to a third party.
GOVERNING LAW AND JURISDICTION
The Shareholders’ Agreement is governed by and
must be interpreted according to the laws of the
Netherlands. Any disputes arising out of or in con-
nection with the Shareholders’ Agreement are sub-
ject to the exclusive jurisdiction of the competent
court in Amsterdam, the Netherlands, without prej-
udice to the right of appeal and appeal to the Su-
preme Court.
CORPORATE GOVERNANCE
INTRODUCTION
Ferrari N.V. is a public limited liability company, incor-
porated under the laws of the Netherlands. The Com-
pany is the holding company of the Ferrari group fol-
lowing the separation of the Ferrari business from
FCA, now Stellantis N.V. In this section, the “Compa-
ny” refers to Ferrari N.V. The Company qualifies as
a foreign private issuer under the New York Stock
Exchange (“NYSE”) listing standards and its common
shares are listed on the NYSE and on Euronext Milan
(formerly Mercato Telematico Azionario).
In accordance with the NYSE rules, the Company
is permitted to follow its home country practice with
122
BOARD REPORTFERRARI N.V. 2023 ANNUAL REPORT AND FORM 20-F regard to certain corporate governance standards.
Therefore, the Company has adopted, except as dis-
cussed below under “Compliance with Dutch Corpo-
rate Governance Code”, the best practice provisions
of the updated Dutch corporate governance code
issued by the Corporate Governance Code Monitor-
ing Committee, which entered into force on January
1, 2018 (the “Dutch Corporate Governance Code”)
and is applicable retroactively as from financial year
2017. The Dutch Corporate Governance Code con-
tains principles and best practice provisions that
regulate relations inter alia between the board of di-
rectors of a company and its committees and the re-
lationship with the general meeting of shareholders.
On December 20, 2022, the Corporate Governance
Code Monitoring Committee published an update to
the 2016 Dutch Corporate Governance Code. The
updated Dutch Corporate Governance Code has en-
tered into force on January 1, 2024 and is applicable
retroactively as from financial year 2023.
In this Annual Report the Company addresses its
overall corporate governance structure. The Com-
pany discloses, and intends to disclose any material
departure from the best practice provisions of the
Dutch Corporate Governance Code in this and in its
future annual reports.
For further information about culture see “—Cre-
ating Value for Our Shareholders”
BOARD OF DIRECTORS
Pursuant to the Company’s articles of association
(the “Articles of Association”), its board of directors
(the “Board of Directors” or the “Board”) consists of
three or more directors (the “Directors”). The cur-
rent Board of Directors was appointed at the annu-
al general meeting of shareholders held on April 14,
2023. Its term of office will expire on the day of the
next Annual General Meeting of Shareholders, which
is currently expected to be on April 17, 2024. Each Di-
rector may be reappointed at any subsequent annu-
al general meeting of shareholders.
The Board of Directors as a whole is responsible
for the strategy of the Company. The Board of Direc-
tors is composed of two executive Directors (i.e., Mr.
John Elkann, Executive Chairman, and Mr. Benedetto
Vigna, Chief Executive Officer) and nine non-execu-
tive Directors. Pursuant to Article 17 of the Articles
of Association, the general authority to represent
the Company shall be vested in the Board of Direc-
tors and the Chief Executive Officer. The Chief Ex-
ecutive Officer has day-to-day responsibility for the
management of the Company and the Group.
The Board of Directors appointed the following
internal committees: (i) an Audit Committee, (ii) an
ESG Committee, and (iii) a Compensation Committee.
On certain key operational matters, the executive
Directors are supported by the Ferrari Leadership
Team (hereinafter also the “FLT”, formerly Senior
Management Team, and so renamed as a result of
the organizational changes implemented in January
2022), which is responsible for reviewing the oper-
ating performance of the businesses, collaborat-
ing on certain operational matters, supporting the
executive Directors with their tasks and executing
decisions of the Board of Directors and the day-to-
day management of the Company, primarily to the
extent it relates to the operational management.
Set forth below is the name, year of birth and
position of each of the persons currently serving as
Directors of Ferrari N.V. Unless otherwise indicated,
the business address of each person listed below
will be c/o Ferrari, Via Abetone Inferiore n. 4, I-41053
Maranello (MO), Italy.
Name
John Elkann
Benedetto Vigna
Piero Ferrari
Sergio Duca (1)
Delphine Arnault
Francesca Bellettini
Eddy Cue
John Galantic
Maria Patrizia Grieco
Adam Keswick
Mike Volpi
Year of Birth
Position
1976
1969
1945
1947
1975
1970
1964
1961
1952
1973
1966
Executive Chairman and Executive Director
Chief Executive Officer
Vice Chairman and Non-Executive Director
Senior Non-Executive Director
Non-Executive Director
Non-Executive Director
Non-Executive Director
Non-Executive Director
Non-Executive Director
Non-Executive Director
Non-Executive Director
(1) The Board of Directors has resolved to appoint Sergio
Duca as chairman of the Board, as referred to in the Dutch
Civil Code, who will in such capacity have the title Chair
(Voorzitter).
123
FERRARI N.V. 2023 ANNUAL REPORT AND FORM 20-FBOARD REPORT Nine Directors currently qualify as independent
(representing a majority) for purposes of NYSE
rules and Rule 10A-3 of the Securities Exchange Act
of 1934, as amended (the “Exchange Act”) and eight
Directors qualify as independent (representing a
majority) for purposes of the Dutch Corporate Gov-
ernance Code.
The Board of Directors has resolved to grant the
following titles:
• John Elkann: Chairman of the Company;
• Benedetto Vigna: Chief Executive Officer;
• Piero Ferrari: Vice-Chairman; and
• Sergio Duca: Chair of the Board (Voorzitter) and
Senior Non-Executive Director.
The following members are independent within the
meaning of the Dutch Corporate Governance Code
and NYSE rules:
• Delphine Arnault;
• Francesca Bellettini;
• Eddy Cue;
• Sergio Duca;
• John Galantic;
• Maria Patrizia Grieco;
• Adam Keswick; and
• Mike Volpi.
In addition, Piero Ferrari is considered independent
within the meaning of the NYSE rules.
Directors are expected to prepare themselves
for and to attend all Board of Directors meetings,
the annual general meeting of shareholders and the
meetings of the committees on which they serve,
with the understanding that, on occasion, a Director
may be unable to attend a meeting.
During 2023, there were four meetings of the
Board of Directors. The attendance rate at these
meetings was 97.73 percent.
The non-executive Directors of the Company
met to discuss the functioning of the Board and its
committees, the functioning of the executive Direc-
tors as a corporate body of the company, or the cor-
porate strategy and the main risks of the business,
pursuant to best practice provisions 2.2.6, 2.2.7, 2.2.8
and 1.1.2 of the Dutch Corporate Governance Code.
Summary biographies for the current Directors
of Ferrari are included below:
JOHN ELKANN
(CHAIRMAN OF THE COMPANY AND EXECUTIVE
DIRECTOR)
Mr. John Elkann is Chief Executive Officer of Exor and
Chairman of Stellantis N.V. Elkann obtained a scien-
tific baccalaureate from the Lycée Victor Duruy in
Paris and graduated in Engineering from Politecnico,
the Engineering University of Turin. While at universi-
ty, he gained work experience in various companies
of the Fiat Group in the UK and Poland (manufactur-
ing) as well as in France (sales and marketing). He
started his professional career in 2001 at General
Electric as a member of the Corporate Audit Staff,
with assignments in Asia, the USA and Europe. John
Elkann is Chairman of Ferrari N.V. and Chairman of
GEDI Gruppo Editoriale S.p.A. Mr. Elkann is a trustee
of MoMA. He also serves as Chairman of the Giovanni
Agnelli Foundation. Born in 1976, Italian citizenship.
BENEDETTO VIGNA
(CHIEF EXECUTIVE OFFICER AND EXECUTIVE
DIRECTOR)
Mr. Benedetto Vigna is Chief Executive Officer since
September 2021. Before joining Ferrari, he was
President of STMicroelectronics’, Analog, MEMS and
Sensors Group, since January 2016 and also a mem-
ber of ST’s Executive Committee from May 31, 2018.
Vigna joined ST in 1995 and founded ST’s MEMS ac-
tivities (Micro-Electro-Mechanical Systems). Under
his guidance, ST’s MEMS sensors established ST’s
leadership with large OEMs in motion-activated user
interfaces. His responsibilities were expanded to
include connectivity, imaging and power solutions
and he piloted a series of successful moves into
new business areas, with a particular focus on the
industrial and automotive market segments. During
his career Vigna has filed more than 200 patents on
micromachining, authored numerous publications
and has sat on the boards of several EU-funded
programs including start ups as well as worldwide
recognized boards of Asian and American research
centers. Benedetto Vigna graduated in Subnuclear
Physics from the University of Pisa. Born in 1969,
Italian citizenship.
PIERO FERRARI
(VICE CHAIRMAN AND
NON-EXECUTIVE DIRECTOR)
Mr. Piero Ferrari has been Vice Chairman of Ferra-
ri S.p.A. since 1988. He also serves as Chairman of
HPE-COXA, is board member and Vice President of
Ferretti Group. He was President of Piaggio Aero
Industries S.p.A. from 1998 to 2014 and served as
Chairman of the Italian Motor Sport Commission
(CSAI) from 1998 to 2001 and BA SERVICE from
2000 to 2015. He was also a board member and Vice
President of Banca Popolare dell’Emilia Romagna in
Modena from 2002 to 2011 and from 2011 to 2014
respectively. The son of Ferrari’s founder Enzo Fer-
rari, Mr. Piero Ferrari covered a variety of manage-
ment positions in the motor sport division of Ferrari
from 1970 to 1988 with increasing responsibilities.
His first position with Ferrari dates back to 1965
working on the production of the Dino 206 Com-
petizione racing car. Mr. Piero Ferrari received an
honorary degree in Aerospace Engineering from
the University of Naples Federico II in 2004 and an
Honorary Degree in Mechanical Engineering from
the University of Modena and Reggio Emilia in 2005.
In 2004, Mr. Piero Ferrari was awarded the title of
Cavaliere del Lavoro. Born in 1945, Italian citizenship.
124
BOARD REPORTFERRARI N.V. 2023 ANNUAL REPORT AND FORM 20-F SERGIO DUCA
(CHAIRMAN OF THE BOARD OF DIRECTORS AND
SENIOR NON-EXECUTIVE DIRECTOR)
Mr. Sergio Duca is a member of the Statutory Audi-
tors of Ferrovie dello Stato Italiane S.p.A. since 2022,
independent director of OSAI Automation System
S.p.A. since November 2020 and a director of To-
faş Türk Otomobil Fabrikasi Anonim Şirketi, as well
as Chairperson of the corporate governance com-
mittee, member of the risk management committee
and member of the audit committee of the board of
directors of Tofaş Türk Otomobil Fabrikasi Anonim
Şirketi. He also serves as Chairman of the board of
auditors of ISPI (Institute for the Study of Internation-
al Politics), as well as a member of the board of au-
ditors of the Intesa San Paolo Foundation Onlus. Mr.
Duca has previously served as member of the board
of Nedcommunity association from May 2019 until
May 2022, member of the Statutory Auditors of Ba-
sicNet S.p.A. from 2017 until March 2022, Chairman
of the Board of Statutory Auditors of Enel S.p.A. from
April 2010 until May 2019, Chairman of the Board of
Directors of Orizzonte SGR S.p.A. from 2008 until
2016, Chairman of the Board of Statutory Auditors
of Exor S.p.A. until May 2015, Chairman of the Board
of Statutory Auditors and effective auditor of GTech
until April 2015, member of the Board of ASTM S.p.A.
and Chairman of the Audit Committee of ASTM S.p.A.
from 2010 until 2013, Chairman of the Board of Stat-
utory Auditors of Tosetti Value SIM and an indepen-
dent director of Sella Gestione SGR until April 2010.
From 1997 until July 2007, Mr. Duca was the Chair-
man of PricewaterhouseCoopers S.p.A.
In addition, he has previously served as Chairman
of the board of auditors of the Fondazione per la
Scuola of Compagnia di San Paolo until February
2022, Chairman of the board of auditors of the Sil-
vio Tronchetti Provera Foundation, Chairman of the
board of auditors of Compagnia di San Paolo until
May 2016, member of the Edison Foundation’s ad-
visory board and the University Bocconi in Milan’s
development committee, as well as Chairman of the
Bocconi’s Alumni Association’s board of auditors
and a member of the board of auditors of the AN-
DAF (Italian Association of Chief Financial Officers).
As a certified chartered accountant and auditor, he
acquired broad experience through the Pricewater-
houseCoopers network as the external auditor of a
number of significant Italian listed companies. Mr.
Duca graduated with honors in Economics and Busi-
ness from University Bocconi in Milan. Born in 1947,
Italian citizenship.
DELPHINE ARNAULT
(NON-EXECUTIVE DIRECTOR)
Mrs. Delphine Arnault graduated from the EDHEC
Business School and the London School of Eco-
nomics. She began her career at McKinsey & Com-
pany, the global management consultancy firm,
where she was a Consultant for two years. In 2001,
she joined the Executive Committee of Christian
Dior Couture where she directed several product
lines. She was appointed Deputy General Manager
of Christian Dior Couture in 2008 and in September
2013 Deputy General Manager of Louis Vuitton Mal-
letier. She has been a board director of LVMH Moët
Hennessy Louis Vuitton SE since 2003. Delphine was
appointed to the board of Château Cheval Blanc, the
Saint-Emilion premier grand cru classé in 2008. In
2002 she joined the board of Loewe, the celebrated
Spanish leather goods company, and was appoint-
ed to Pucci’s board of directors in 2007. She was
appointed to the boards of Céline in December 2011
and Christian Dior SE in April 2012. Delphine Arnault
previously served as a director of both Havas and
21st Century Fox from 2013 to 2019. In 2021, she
has been appointed to the Board of Gagosian and
Phoebe Philo Limited. Since February 2023, Mrs.
Delphine Arnault is the President and CEO of Chris-
tian Dior Couture. Born in 1975, French citizenship.
FRANCESCA BELLETTINI
(NON-EXECUTIVE DIRECTOR)
Since July 2023, Francesca Bellettini is Kering Dep-
uty Chief Executive Officer and since September
2013 she is President and Chief Executive Officer of
Yves Saint Laurent (part of the Kering Group), based
in France. Ms. Bellettini is a member of the Kering
Group Executive Committee since 2013. Ms. Bellet-
tini joined the Kering Group in 2003, occupying dif-
ferent executive roles. From 2003 until 2008 she
worked in Gucci, Italy, first as Assistant to the Presi-
dent and Managing Director and, from 2005, as Stra-
tegic Planning Director and Associate Worldwide
Merchandising Director. In 2008, she joined Bottega
Veneta, Italy, as Worldwide Merchandising Director
and from 2010 she became Worldwide Merchandis-
ing-Communication Director based in Switzerland.
From 1999 until 2002, Ms. Bellettini worked in the
Prada Group, Italy, first in the Planning and New Busi-
ness Development Division of Prada and, in 2002, as
Operations Manager of Helmut Lang. Previously, she
worked in Compass Partners International, UK from
1998 to 1999, in Deutsche Morgan Grenfell, UK from
1996 to 1998 and in Goldman Sachs International,
UK from 1994 to 1996. While graduating, she had
an internship in Citibank, Italy in 1994. Ms. Bellettini
graduated in Business Administration with a focus
on Finance from Bocconi University, Italy. Born in
1970, Italian citizenship.
EDDY CUE
(NON-EXECUTIVE DIRECTOR)
Mr. Eddy Cue is Apple’s senior vice president of Ser-
vices, reporting to CEO Tim Cook. Mr. Cue oversees
the full range of Apple’s services, including Apple Mu-
sic, Apple News, Apple Podcasts, the Apple TV app,
and Apple TV+, as well as Apple Pay, Apple Card, Maps,
Search Ads, Apple’s iCloud services, and Apple’s pro-
ductivity and creativity apps. Mr. Cue’s team has an
125
FERRARI N.V. 2023 ANNUAL REPORT AND FORM 20-FBOARD REPORT excellent track record of building and strengthening
world-class services that meet and exceed the high
expectations of Apple’s customers, and offer cre-
ators and storytellers the opportunity to bring their
creative visions to people around the world. Mr. Cue
joined Apple in 1989 and leads a large organization of
amazing people. Mr. Cue was instrumental in creat-
ing the Apple online store in 1998, the iTunes Store in
2003, and the App Store in 2008. He also played a key
role in developing Apple’s award-winning iLife suite
of applications. In his early years at Apple, he was a
successful manager of software engineering and
customer support teams. Mr. Cue earned a bache-
lor’s degree in Computer Science and Economics
from Duke University. He serves on the Board of
Trustees of both the Paley Center for Media and Duke
University. Born in 1964, American citizenship.
JOHN GALANTIC
(NON-EXECUTIVE DIRECTOR)
John Galantic is Operating Partner with Advent Inter-
national. Galantic obtained a Bachelor’s degree from
Tufts University and Master’s degree in Business Ad-
ministration from Harvard Business School. He be-
gan his career at Procter and Gamble and worked in
various Marketing and Sales roles in Italy, the UK and
US. After stints at Glaxo SmithKline in global Marketing
and at Coty Beauty, as President of Coty Americas, he
joined Chanel in 2006. He was President and Chief Op-
erating Officer of Chanel Inc until 2023 and he joined
the board of Chanel in 2018. Galantic has also been on
the board of Bacardi Limited since 2011. In 2023, he
became an Operating Partner with Advent Interna-
tional. Born in 1961, American and Swiss citizenship.
MARIA PATRIZIA GRIECO
(NON-EXECUTIVE DIRECTOR)
Maria Patrizia Grieco has been the Chairperson of
the Board of Directors of Anima Holding since March
2023. She has been also Chairperson of Assonime
(the association of the Italian joint stock companies)
since June 2021. From May 2020 to March 2023, she
was the Chairperson of from the board of direc-
tors of Banca Monte dei Paschi di Siena and from
May 2014 to May 2020 she was the Chairperson of
the board of directors of Enel, the Italian company
world leader in the utilities sector. After graduating
in law from the University of Milan, she started her
career in 1977 at Italtel, where in 1994 she became
chief of the Legal and General Affairs directorate. In
1999, she was appointed General Manager with the
task of reorganizing and repositioning the compa-
ny, and in 2002 she became Chief Executive Officer.
Subsequently, she held the positions of Chief Execu-
tive Officer of Siemens Informatica, Partner of Value
Partners and Chief Executive Officer of the Group
Value Team (today NTT Data). From 2008 to 2013 she
was Chief Executive Officer of Olivetti, where she
also held the role of Chairperson from 2011. She has
been a member of the Board of Directors of Fiat In-
dustrial, CIR and Endesa S.A. and currently serves
on the Board of Ferrari and Amplifon. Mrs. Grieco is
also a member of the Board of Directors of Bocconi
University. Maria Patrizia Grieco was Chairperson of
the Italian Corporate Governance Committee from
2017 to 2021. During her mandate, the new Corpo-
rate Governance Code for Italian listed companies
was issued. In the framework of the G20 Italy, she
was Chair of the "Integrity & Compliance" Task Force
of the B20 Italy, which provided pragmatic solutions
that embraced the renewed concepts of integrity
and compliance, to create a better future through
inclusion and positive impact. She was also a mem-
ber of the G20 Business Advisory Board for the Ital-
ian Presidency, led by The European House - Ambro-
setti. The Board supported the Italian Prime Minister
in providing contributions to the G20 agenda. Born
in 1952, Italian citizenship.
ADAM KESWICK
(NON-EXECUTIVE DIRECTOR)
Mr. Adam Keswick joined the Jardine Matheson
Board in 2007 and was Deputy Managing Director
of Jardine Matheson from 2012 to 2016. He was ap-
pointed chairman of Matheson & Co. in August 2016.
He has held a number of executive positions since
joining the Jardine Matheson Group from N M Roth-
schild & Sons in 2001, including group strategy di-
rector and, thereafter, group managing director of
Jardine Cycle & Carriage between 2003 and 2007.
Mr Keswick is a director of DFI Retail Group, Hong-
kong Land and Mandarin Oriental. He is also a direc-
tor of Ferrari N.V. and Schindler, vice chairman of
the supervisory board of Rothschild & Co, and is a
director of Yabuli China Entrepreneurs Forum. Mr.
Keswick attended Eton College and Edinburgh Uni-
versity where he received his Master of Arts degree
in 1995. Born in 1973, British citizenship.
MIKE VOLPI
(NON-EXECUTIVE DIRECTOR)
Mr. Mike Volpi is a General Partner at Index Ventures.
Mike joined Index in 2009 to establish the firm’s
North American activities. Mike invests primarily in
enterprise software and artificial intelligence. He
is currently serving on the boards of Aurora, Con-
fluent, Clickhouse, Scale, Sonos, and Wealthfront,
among others. Mike was previously a director of Er-
icsson and Fiat Chrysler Automotive. Prior to Index,
Mike was Chief Strategy Officer and SVP/GM of Cis-
co’s routing business, where he managed a P&L in
excess of $10 billion in revenues. His team was re-
sponsible for the acquisition of over 70 companies,
some of which were multi-billion deals. Mike has a
B.S. in Mechanical Engineering and an M.S. in Man-
ufacturing Systems Engineering from Stanford,
and an M.B.A. from the Stanford Graduate School
of Business. He currently serves on the Global Advi-
sory Board of Stanford’s Knight Hennessy Scholars
program. Born in 1966, American citizenship.
126
BOARD REPORTFERRARI N.V. 2023 ANNUAL REPORT AND FORM 20-F As of December 31, 2023, the members of the Board of Directors had,
among other skills, the skills shown in the table below:
Skill Area
Corporate
Financial
Corporate
Digital and
Innovation ESG
Automotive
Luxury
Governance
and
management
cybersecurity
and Risk
accounting
management
and
goods
motorsport
industry
industry
knowledge
knowledge
John Elkann
(Executive
Chairman
and Executive
Director)
Benedetto Vigna
(Chief Executive
Officer)
Piero Ferrari
(Vice Chairman
and non-
Executive
Director)
Sergio Duca
(Senior Non-
Executive
Director)
Delphine Arnault
(Non-Executive
Director)
Francesca
Bellettini
(Non-Executive
Director)
Eddy Cue
(Non-Executive
Director)
John Galantic
(Non-Executive
Director)
Maria Patrizia
Grieco
(Non-Executive
Director)
Adam Keswick
(Non-Executive
Director)
Mike Volpi
(Non-Executive
Director)
x
x
x
x
x
x
x
x
x
x
x
x
x
x
x
x
x
x
x
x
x
x
x
x
x
x
x
x
x
x
x
x
x
x
x
x
x
x
x
x
x
x
x
x
x
x
x
x
x
x
x
x
127
FERRARI N.V. 2023 ANNUAL REPORT AND FORM 20-FBOARD REPORT As of December 31, 2023, the Board of Directors and its committee were
composed of eleven Directors as shown in the table below:
Directors
Nationality Executive Non
Independent
Committees
Executive
NYSE
Dutch
Audit
Compensation ESG
Rules
Code
Directors
from (1)
Roles in
other
companies (4)
x
x
IT
John Elkann
(Executive
Chairman
and Executive
Director)
Benedetto Vigna
(Chief Executive
IT
Officer)
IT
IT
Piero Ferrari
(Vice Chairman)
Sergio Duca
(Chair of the
Board and Senior
Non-Executive)
Delphine Arnault FR
Francesca
IT
Bellettini
Eddy Cue
US
John Galantic
US, CH
Maria Patrizia
IT
Grieco
Adam Keswick
UK
Mike Volpi
US
x
x
x
x
x
x
x
x
x
x
x
x
x
x
x
x
x
x
x
x
x
x
x
x
x
x
x
x
x
x April 15,
2016 (2)
September
16, 2021 (3)
x
January 2,
2016
January 2,
2016
x
x
x April 15,
2016
April 16,
2020
x January 2,
2016
April 16,
2020
April 15,
2016
April 15,
2016
April 14,
2023
2
0
0
2
2
1
0
0
2
2
3
(1) References in this table to Directors refer to Ferrari N.V.
(3) Mr. Benedetto Vigna was confirmed as Chief Executive
The Board of Directors is appointed annually on each annual
Officer by the Board of Directors as of April 14, 2023.
general meeting of shareholders
(4) Directorships in listed companies other than in the
(2) Mr. John Elkann is Executive Director from April 12, 2019.
Company.
BOARD REGULATIONS
The current regulations of the Board of Directors
deal with matters that concern the Board of Direc-
tors and its committees internally.
The regulations contain provisions concerning
the manner in which meetings of the Board of Direc-
tors are called and held, including the decision-mak-
ing process. The regulations provide that meetings
may be held by telephone conference or video-con-
ference, provided that all participating Directors
can follow the proceedings and participate in real
time discussion of the items on the agenda.
The Board of Directors can only adopt valid resolu-
tions when the majority of the Directors in office shall
be present at the meeting or be represented thereat.
A Director may only be represented by another
Director authorized in writing.
A Director may not act as a proxy for more than one
other Director.
All resolutions shall be adopted by the favorable
vote of the majority of the Directors present or rep-
resented at the meeting, provided that the regula-
tions may contain specific provisions in this respect.
Each Director shall have one vote.
The Board of Directors shall be authorized to
adopt resolutions without convening a meeting if
all Directors shall have expressed their opinions in
writing, unless one or more Directors shall object in
writing against the resolution being adopted in this
way prior to the adoption of the resolution.
MEMORANDUM AND ARTICLES OF ASSOCIATION
A copy of the articles of association of our predeces-
sor company has been filed as Exhibit 3.1 to Ferra-
128
BOARD REPORTFERRARI N.V. 2023 ANNUAL REPORT AND FORM 20-F ri N.V.’s Registration Statement on Form F-1 filed on
July 23, 2015.
Our articles of association are identical in all
material respects to those of our predecessor
company. A copy of our articles of association may
be obtained from the Dutch Trade Register of the
Chamber of Commerce.
The following is a summary of material informa-
tion relating to the Ferrari common shares, includ-
ing summaries of certain provisions of the Ferrari’s
articles of association (the “Ferrari Articles of Asso-
ciation”), the terms and conditions in respect of the
Ferrari special voting shares (the “Terms and Con-
ditions”) and the applicable Dutch law provisions in
effect at the date of this annual report. The summa-
ries of the Ferrari Articles of Association and the
Terms and Conditions as set forth in this annual re-
port are qualified in their entirety by reference to
the full text of the Ferrari Articles of Association,
and Terms and Conditions.
THE FERRARI SHARES, ARTICLES OF
ASSOCIATION AND TERMS AND CONDITIONS OF
THE SPECIAL VOTING SHARES
Ferrari was incorporated as a public limited liability
company (naamloze vennootschap) under the laws
of the Netherlands on September 4, 2015 under the
name FE New N.V., in contemplation of the Merger,
and was renamed Ferrari N.V. effective as of Jan-
uary 3, 2016, upon effectiveness of the Merger. Its
official seat (statutaire zetel) is in Amsterdam, the
Netherlands, and its corporate address and prin-
cipal place of business is located at Via Abetone In-
feriore n. 4, I-41053 Maranello (MO), Italy. Ferrari
is registered with the Dutch Trade Register of the
Chamber of Commerce under number 64060977.
Its telephone number is +39-0536-949111. The Com-
pany’s object, set forth in Article 3.1 of the Articles of
Association, is to carry on, either directly or through
wholly or partially-owned companies and entities,
activities relating in whole or in any part to passen-
ger and commercial vehicles, transport, mechani-
cal engineering, energy, engines, capital machinery
and equipment and related goods and propulsion, as
well as any other manufacturing, commercial, finan-
cial or service activity.
Since incorporation Ferrari has had, and it in-
tends to continue to have, its place of effective man-
agement in Italy. It will therefore be a tax resident of
Italy under both Italian tax law and Article 4 of the
Convention between the Kingdom of the Nether-
lands and the Republic of Italy for the avoidance of a
double taxation with respect to taxes on income and
on capital of 1980.
SHARE CAPITAL
The authorized share capital of Ferrari is seven
million five hundred thousand Euro (€7,500,000),
divided into three hundred seventy five million
(375,000,000) Ferrari common shares, nominal val-
ue of one Euro cent (€0.01) per share and an equal
number of special voting shares, nominal value of
one Euro cent (€0.01) per share.
On February 26, 2019 the Board of Directors
approved the issuance of 6,855,396 special voting
shares with a nominal value of one Euro cent (€0.01)
per share to be assigned to existing shareholders
entitled to receive such special voting shares under
the terms of the loyalty voting program.
On March 11, 2021, Ferrari launched a fourth
tranche of a multi-year Euro 1.5 billion total share re-
purchase program launched on February 9, 2018, for
the repurchase of up to Euro 150 million. Such fourth
tranche of repurchases was completed on Septem-
ber 30, 2021. On October 4, 2021, Ferrari launched
a fifth tranche of the repurchase program of up to
Euro 150 million, which was completed on March 2,
2022. On March 3, 2022 Ferrari announced a sixth
tranche of the repurchase program of up to Euro
120 million, which was completed on May 27, 2022.
On July 1, 2022, Ferrari announced a new multi-
year share buyback program of approximately Euro
2 billion to be executed by 2026 and replacing the
previous share buyback program. The first tranche
of the new repurchase program, of up to Euro 150
million, was launched on July 1, 2022 and completed
on November 30, 2022. The second tranche of the
new repurchase program, of up to Euro 200 million,
was launched on December 2, 2022 and completed
on June 26, 2023. The third tranche of the new re-
purchase program, of up to Euro 200 million, was
launched on July 3, 2023 and completed on October
19, 2023. The fourth tranche of the new repurchase
program, of up to Euro 350 million, was launched on
November 8, 2023 and is expected to be completed
no later than June 26, 2024.
As of December 31, 2023, Ferrari’s common
shares held in treasury amounted to 13,505,409. As
of the same date, the Company held in treasury 5.26
percent of its total issued share capital including
the common shares and the special voting shares.
For additional information on the abovementioned
share repurchase program, refer to “Other Infor-
mation—Additional Information—Purchases of Equi-
ty Securities by the Issuer and Affiliated Purchasers”.
A delegation of authority to the Board of Direc-
tors to authorize the issuance of common shares
without pre-emptive rights enabled Ferrari to offer
and sell newly issued common shares to investors
free of pre-emptive rights for a period of five years
from January 2, 2016 up to and including January 1,
2021. Under Dutch law, such authorization may not
exceed a period of five years, but may be renewed
by a resolution of the general meeting of sharehold-
ers for subsequent five-year periods at any time.
Pursuant to the resolution of the Annual Gener-
al Meeting held on April 16, 2020, the authorization
was renewed for the period starting from January 2,
2021 up to and including October 15, 2021. Pursuant
to the resolution of the Annual General Meeting held
on April 15, 2021, the authorization has been further
renewed for the period starting from April 15, 2021
129
FERRARI N.V. 2023 ANNUAL REPORT AND FORM 20-FBOARD REPORT furthermore provided that the task to supervise
the performance by the Directors of their duties
can only be performed by the non-executive Direc-
tors. In addition, an executive Director may not be
appointed chairman of the board or delegated the
task of establishing the remuneration of executive
Directors or nominating Directors for appointment.
Tasks that are not allocated fall within the power of
the Board of Directors as a whole. Regardless of an
allocation of tasks, all Directors remain collectively
responsible for the proper management and strat-
egy of Ferrari (including supervision thereof in case
of non-executive Directors). The Board of Directors
may determine that one or more Directors can law-
fully adopt board resolutions concerning matters
belonging to his or their duties.
Ferrari has a policy in respect of the remunera-
tion of the members of the Board of Directors. With
due observation of the remuneration policy, the
Board of Directors may determine the remunera-
tion for the Directors in respect of the performance
of their duties. The Board of Directors must submit
to the Annual General Meeting of Shareholders for
its approval plans to award shares or the right to
subscribe for shares. The policy was amended as
approved by the Annual General Meeting of Share-
holders held on April 16, 2020 to implement chang-
es necessary pursuant to the implementation of the
EU Directive 2017/828 into Dutch law. The amended
remuneration policy, as adopted by the 2020 Annu-
al General Meeting of Shareholders, builds upon the
previous remuneration policy (as partially amended
and as approved by the Annual General Meeting of
Shareholders held on April 14, 2017) and no mate-
rial changes were made compared to the previous
remuneration policy. In addition the amended pol-
icy will provide for the Board of Directors to issue
stock ownership guidelines applicable to Directors
and employees.
Ferrari shall not grant the Directors any person-
al loans or guarantees.
up to and including October 14, 2022. Pursuant to
the resolution of the Annual General Meeting held
on April 13, 2022, the authorization has been further
renewed for the period starting from April 13, 2022
up to and including October 12, 2023. Pursuant to
the resolution of the Annual General Meeting held on
April 14, 2023, the authorization has been further re-
newed for the period starting from April 14, 2023 up
to and including October 13, 2024.
Ferrari common shares are registered shares
represented by an entry in the share register of Fer-
rari. The Board of Directors may determine that, for
the purpose of trading and transfer of shares on
a foreign stock exchange, such share certificates
shall be issued in such form as shall comply with
the requirements of such foreign stock exchange. A
register of shareholders is maintained by Ferrari in
the Netherlands and a branch register is maintained
in the United States on Ferrari’s behalf by the Trans-
fer Agent, which serves as branch registrar and
transfer agent.
Beneficial interests in Ferrari common shares
that are traded on the NYSE are held through the
book-entry system provided by The Depository
Trust Company (“DTC”) and are registered in Ferra-
ri’s register of shareholders in the name of Cede &
Co., as DTC’s nominee. Beneficial interests in the Fer-
rari common shares traded on the Euronext Milan
are held through Monte Titoli S.p.A., the Italian cen-
tral clearing and settlement system, as a participant
in DTC.
DIRECTORS
Set forth below is a summary description of the ma-
terial provisions of the Ferrari Articles of Associa-
tion, relating to our Directors. The summary does
not restate the Ferrari Articles of Association in
their entirety.
Ferrari’s Directors serve on the Board of Di-
rectors for a term of approximately one year, such
term ending on the day that the first annual general
meeting of the shareholders is held in the follow-
ing calendar year. Ferrari’s shareholders appoint
the Directors of the Board of Directors at a gener-
al meeting. Each Director may be reappointed at
any subsequent general meeting of shareholders.
The general meeting of shareholders determines
whether a Director is an executive Director or a
non-executive Director.
The Board of Directors is a one tier board and
consists of three or more members, comprising
both members having responsibility for the day-to-
day management of Ferrari (executive Directors)
and members not having such day-to-day respon-
sibility (non-executive Directors). The tasks of the
executive and non-executive Directors in a one-tier
board such as Ferrari’s Board of Directors may be
allocated under or pursuant to the Ferrari Articles of
Association, provided that the general meeting has
stipulated whether each such Director is appoint-
ed as executive or as non-executive Director and
130
BOARD REPORTFERRARI N.V. 2023 ANNUAL REPORT AND FORM 20-F SHARE OWNERSHIP
The number of shares directly and indirectly owned by members of the
Board of Directors on February 9, 2024 is set forth in the table below.
Name
Common Shares
% of Common Shares
Special Voting Shares
% of Special Voting
Outstanding
Shares Outstanding
Piero Ferrari
John Elkann
Benedetto Vigna
Delphine Arnault
Eddy Cue
John Galantic
Adam Keswick
18,894,295
10.48%
18,892,160
29.83%
28,329
11,260
2,803
2,692
100
2,643
(*)
(*)
(*)
(*)
(*)
(*)
—
—
—
—
—
—
—
—
—
—
—
—
(*) Common shares held represent less than 1 percent of our
common shares outstanding as of February 9, 2024.
No members of the Ferrari Leadership Team benefi-
cially own 1 percent or more of the Company’s com-
mon shares or special voting shares.
THE AUDIT COMMITTEE
The Audit Committee is responsible, inter alia, for
assisting and advising the Board of Directors, and
acting under authority delegated by the Board of Di-
rectors, with respect to: (i) the integrity of the Com-
pany’s financial statements, (ii) the Company’s policy
on tax planning, (iii) the Company’s financing, (iv) the
Company’s application of information and commu-
nication technology, (v) the systems of internal con-
trols that management and the Board of Directors
have established, (vi) the Company’s compliance
with legal and regulatory requirements, (vii) the
Company’s compliance with recommendations and
observations of internal auditors and independent
registered public accounting firm, (viii) the Compa-
ny’s policies and procedures for addressing certain
actual or perceived conflicts of interest, (ix) the re-
view and approval of related party transactions, (x)
the independent registered public accounting firm’s
qualifications, independence, remuneration and any
non-audit services for the Company, (xi) the func-
tioning of the Company’s internal auditors and of the
independent registered public accounting firm, (xii)
risk management guidelines and policies, and (xiii)
the implementation and effectiveness of the Com-
pany’s ethics and compliance program.
The Audit Committee currently consists of Mr.
Duca (Chairperson), Ms. Bellettini and Mrs. Grieco,
each of whom is independent within the meaning of
the Dutch Corporate Governance Code. Our Board
of Directors has determined that Mr. Sergio Duca
is the “audit committee financial expert”. The Audit
Committee is elected by the Board of Directors and
is comprised of at least three non-executive Direc-
tors. Audit Committee members are also required (i)
not to have any material relationship with the Com-
pany or to serve as auditors or accountants for the
Company, (ii) to be “independent”, for purposes of
NYSE rules, Rule 10A-3 of the Exchange Act and the
Dutch Corporate Governance Code, and (iii) to be “fi-
nancially literate” and have “accounting or selected
financial management expertise” (as determined by
the Board of Directors). At least one member of the
Audit Committee shall be a “financial expert” as de-
fined by the Sarbanes-Oxley Act and the rules of the
U.S. Securities and Exchange Commission and sec-
tion 2(3) of the Dutch Decree on the Establishment
of an audit committee. No Audit Committee member
may serve on more than four audit committees for
other public companies, absent a waiver from the
Board of Directors, which must be disclosed in the
Company’s annual report. Unless decided other-
wise by the Audit Committee, the independent reg-
istered public accounting firm of the Company, the
Chief Financial Officer, the Chief Internal Audit, Risk
and Compliance Officer, and the Head of Internal
Audit are required to attend its meetings, while the
Chief Executive Officer is free, but not required, to
attend the meetings of the Audit Committee, unless
the Audit Committee determines otherwise, and
shall attend the meetings of the Audit Committee if
the Audit Committee so requires. The Audit Commit-
tee shall meet with the independent auditor at least
once per year outside the presence of the executive
Directors and management. Furthermore, an inde-
pendent third party shall make an assessment of the
performance of the Audit Committee at least every
five years.
In 2023, the Audit Committee met seven times
and the average attendance rate was 85.71 per-
cent. At these meetings several matters were dis-
131
FERRARI N.V. 2023 ANNUAL REPORT AND FORM 20-FBOARD REPORT cussed, including the audit committee role and re-
sponsibilities, the Company’s financial control and
risk framework, risk assessment, internal control
over financial reporting pursuant to the applicable
rules, and a financial overview of operating results.
In particular, the Audit Committee reviewed the
Ferrari’s periodic and yearly financial results and,
with the assistance of the Chief Financial Officer
and other Company officers, focused on key ac-
counting and reporting matters as well as the main
business drivers.
THE COMPENSATION COMMITTEE
The Compensation Committee is responsible for,
among other things, assisting and advising the
Board of Directors, and acting under authority del-
egated by the Board of Directors, with respect to:
(i) determining executive compensation consistent
with the Company’s remuneration policy, (ii) review-
ing and approving the remuneration structure for
the executive Directors, (iii) administering equity in-
centive plans and deferred compensation benefit
plans, (iv) discussing with management the Compa-
ny’s policies and practices related to compensation
and issuing recommendations thereon, and (v) pre-
paring the compensation report.
The Compensation Committee currently con-
sists of Mr. Galantic (Chairperson), Mr. Cue and Mr.
Ferrari. The Compensation Committee is elected by
the Board of Directors and is comprised of at least
three non-executive Directors, at most one of whom
may not be independent under Dutch Corporate
Governance Code. Unless decided otherwise by the
Compensation Committee, the Head of Human Re-
sources of the Company attends its meetings.
In 2023, the Compensation Committee met once
with 100 percent attendance of its members at such
meeting. The Compensation Committee reviewed
the compensation report. Further information on
the activities of the Compensation Committee are
included in the compensation report.
THE ESG COMMITTEE
The ESG Committee is responsible for, among other
things, assisting and advising the Board of Directors,
and acting under authority delegated by the Board
of Directors, with respect to: (i) drawing up the se-
lection criteria and appointment procedures for
members of the Board of Directors; (ii) periodic as-
sessment of the size and composition of the Board
of Directors and as appropriate making proposals
for a composition profile of the Board of Directors;
(iii) periodic assessment of the performance of indi-
vidual directors and reporting this to the Board of
Directors; (iv) proposals to the non-executive mem-
bers of the Board of Directors for the nomination
and re-nomination of directors to be elected by the
shareholders; (v) supervision of the policy on the
selection and appointment criteria for senior man-
agement and on succession planning; and (vi) mon-
itoring, evaluation and reporting on the strategy,
targets, achievements, disclosures and reports re-
lating to ESG matters globally of the Company and
its subsidiaries.
The ESG Committee consists of Mr. Elkann
(Chairperson), Mrs. Arnault and Mr. Cue. The ESG
Committee is elected by the Board of Directors and
is comprised of at least three Directors. At least
more than half of the members shall be indepen-
dent under the Dutch Corporate Governance Code,
and at most one of the members may be an execu-
tive Director.
In 2023, the ESG Committee met once with 66.67
percent attendance of its members at such meeting.
The Committee reviewed the Board of Directors’
and Committee’s assessments, the Sustainability
achievement and objectives, and the recommenda-
tions for Directors’ election.
As described above, the charters of the Audit
Committee, Compensation Committee and ESG
Committee set forth independence requirements for
their members for purposes of the Dutch Corporate
Governance Code. Audit Committee members are
also required to qualify as independent for purposes
of NYSE rules and Rule 10A-3 of the Exchange Act.
INDEMNIFICATION OF DIRECTORS
Under Dutch law, indemnification provisions may
be included in a company’s articles of association.
Under the Articles of Association, the Company is
required to indemnify any and all of its Directors,
officers, former Directors, former officers and any
person who may have served at its request as a
director or officer of another company in which it
owns shares or of which it is a creditor, who were
or are made a party or are threatened to be made
a party to or are involved in, any threatened, pend-
ing or completed action, suit or proceeding, wheth-
er civil, criminal, administrative, arbitrative or in-
vestigative (each a “Proceeding”), or any appeal in
such a Proceeding or any inquiry or investigation
that could lead to such a Proceeding, against any
and all liabilities, damages, reasonable and docu-
mented expenses (including reasonably incurred
and substantiated attorneys’ fees), financial effects
of judgments, fines, penalties (including excise and
similar taxes and punitive damages) and amounts
paid in settlement in connection with such Proceed-
ing by any of them. Such indemnification shall not
be deemed exclusive of any other rights to which
those indemnified may be entitled otherwise. Not-
withstanding the above, no indemnification shall be
made in respect of any claim, issue or matter as to
which any of the abovementioned indemnified per-
sons shall be adjudged to be liable for gross neg-
ligence or willful misconduct in the performance
of such person’s duty to Ferrari. Ferrari has pur-
chased directors’ and officers’ liability insurance
for the members of the Board of Directors and cer-
tain other officers, substantially in line with that pur-
chased by similarly situated companies.
132
BOARD REPORTFERRARI N.V. 2023 ANNUAL REPORT AND FORM 20-F 133
FERRARI N.V. 2023 ANNUAL REPORT AND FORM 20-FBOARD REPORT CONFLICT OF INTEREST
A Director shall not participate in discussions and
decision making of the Board of Directors with re-
spect to a matter in relation to which he or she has a
direct or indirect personal interest that is in conflict
with the interests of the Company and the business
associated with the Company (“Conflict of Interest”),
which shall be determined outside the presence
of the Director concerned. All transactions, where
there is a Conflict of Interest, must be concluded on
terms that are customary in the branch concerned
and approved by the Board of Directors. In addition,
the Board of Directors as a whole may, on an ad hoc
basis, resolve that there is such a strong appear-
ance of a Conflict of Interest of an individual Director
in relation to a specific matter, that it is deemed in
the best interest of a proper decision making pro-
cess that such individual Director be excused from
participation in the decision making process with
respect to such matter even though such Director
may not have an actual Conflict of Interest.
At least annually, each Director shall assess in
good faith whether (i) he or she is independent under
(A) best practice provision 2.1.8 of the Dutch Corpo-
rate Governance Code, (B) the requirements of Rule
10A-3 under the Exchange Act, and (C) Section 303A
of the NYSE Listed Company Manual; and (ii) he or
she would have a Conflict of Interest in connection
with any transactions between the Company and a
significant shareholder or related party of the Com-
pany, including affiliates of a significant shareholder
(such conflict, a “Related-Party Conflict”), it being un-
derstood that currently Exor N.V. (“Exor”) would be
considered a significant shareholder.
The Directors shall inform the Board of Directors
through the Senior Non-executive Director or the
Secretary of the Board of Directors as to all material
information regarding any circumstances or relation-
ships that may impact their characterization as “inde-
pendent,” or impact the assessment of their interests,
including by responding promptly to the annual D&O
questionnaires circulated by or on behalf of the Sec-
retary that are designed to elicit relevant information
regarding business and other relationships.
Based on each Director’s assessment described
above, the Board of Directors shall make a determi-
nation at least annually regarding such Director’s
independence and such Director’s Related-Party
Conflict. These annual determinations shall be con-
clusive, absent a change in circumstances from
those disclosed to the Board of Directors, that ne-
cessitates a change in such determination.
Mr. Elkann is Chief Executive Officer of Exor, our
and Stellantis’s largest shareholder, and an execu-
tive director of Stellantis. Stellantis, Exor and a num-
ber of companies in the Stellantis and Exor groups
are related parties to Ferrari. See “Risk Factors—We
may have potential conflicts of interest with Stellantis
and Exor and its related companies” and Note 28 “Re-
lated Party Transactions” to our Consolidated Finan-
cial Statements. Finally, Mr. Ferrari controls COXA
S.p.A, from which Ferrari purchases components
for Formula 1 racing cars, and HPE S.r.l., which pro-
vides consultancy engineering services to Ferrari,
see Note 28 “Related Party Transactions” to our Con-
solidated Financial Statements.
LOYALTY VOTING PROGRAM
In connection with the separation from Fiat Chrysler
Automobiles N.V. (the “Separation”), Ferrari issued
special voting shares with a nominal value of one
Euro cent (€0.01) per share, to FCA, Piero Ferrari
and FCA shareholders holding FCA special voting
shares prior to the Separation including Exor, in ad-
dition to Ferrari common shares.
As of February 9, 2024, Exor held approximate-
ly 36.48 percent of the voting power in the Compa-
ny, Trust Piero Ferrari, a Jersey trust established by
Piero Ferrari, held approximately 15.51 percent of
the voting power in Ferrari and public shareholders
held approximately 48.01 percent of the voting pow-
er in the Company. The percentages of voting power
above are calculated based on the number of out-
standing shares net of treasury shares. For more in-
formation on the Separation, see “Overview—History
of the Company”.
Subject to meeting certain conditions, our com-
mon shares can be registered in our loyalty register
(the “Loyalty Register”) and all such common shares
may qualify as qualifying common shares (“Qualify-
ing Common Shares”). The holder of Qualifying Com-
mon Shares is entitled to receive without consid-
eration one special voting share in respect of each
such Qualifying Common Share. Pursuant to the
Terms and Conditions, and for so long as the Ferrari
common shares remain in the Loyalty Register, such
Ferrari common shares shall not be sold, disposed
of, transferred, except in very limited circumstanc-
es (i.e., transfers to affiliates or to relatives through
succession, donation or other transfers (defined in
the Terms and Conditions as “Loyalty Transferee”),
but a shareholder may create or permit to exist any
pledge, lien, fixed or floating charge or other encum-
brance over such Ferrari common shares, provid-
ed that the voting rights in respect of such Ferrari
common shares and any corresponding special
voting shares remain with such shareholder at all
times. Ferrari’s shareholders who want to directly
or indirectly sell, dispose of, trade or transfer such
Ferrari common shares or otherwise grant any
right or interest therein, or create or permit to exist
any pledge, lien, fixed or floating charge or other en-
cumbrance over such Ferrari common shares with
a potential transfer of voting rights relating to such
encumbrances will need to submit a de-registration
request as referred to in the Terms and Conditions,
in order to transfer the relevant Ferrari common
shares to the regular trading system (the “Regular
Trading System”) except that a Ferrari shareholder
may transfer Ferrari common shares included in
the Loyalty Register to a Loyalty Transferee (as de-
fined in the Terms and Conditions) of such Ferrari
134
BOARD REPORTFERRARI N.V. 2023 ANNUAL REPORT AND FORM 20-F shareholder without transferring such shares from
the Loyalty Register to the Regular Trading System.
Ferrari’s shareholders who seek to qualify to
receive special voting shares can also request to
have their Ferrari common shares registered in
the Loyalty Register. Upon registration in the Loyalty
Register such shares will be eligible to be treated as
Qualifying Common Shares, provided they meet the
conditions more fully described under “—Terms and
Conditions of the Special Voting Shares” below.
Notwithstanding the fact that Article 13 of the
Ferrari Articles of Association permits the Board of
Directors of Ferrari to approve transfers of special
voting shares, the special voting shares cannot be
traded and are transferable only in very limited cir-
cumstances (i.e., to a Loyalty Transferee described
above, or to Ferrari for no consideration (om niet)).
Pursuant to Article 23 of the Ferrari Articles of As-
sociation, Ferrari shall maintain a special capital re-
serve to be credited against the share premium ex-
clusively for the purpose of facilitating any issuance
or cancellation of special voting shares. The special
voting shares shall be issued and paid up against this
special capital reserve.
The special voting shares have immaterial eco-
nomic entitlements. Such economic entitlements
are designed to comply with Dutch law but are im-
material for investors. The special voting shares car-
ry the same voting rights as Ferrari common shares.
Section 10 of the Terms and Conditions include
liquidated damages provisions intended to deter
any attempt by holders to circumvent the terms of
the special voting shares. Such liquidated damages
provisions may be enforced by Ferrari by means of
a legal action brought by Ferrari before competent
courts of Amsterdam, the Netherlands. In particular,
a violation of the provisions of the Terms and Con-
ditions concerning the transfer of special voting
shares, Electing Common Shares (common shares
registered in the Loyalty Register for the purpose
of becoming Qualifying Common Shares in accor-
dance with the Ferrari Articles of Association) and
Qualifying Common Shares may lead to the impo-
sition of liquidated damages. Because we expect
the restrictions on transfers of the special voting
shares to be effective in practice we do not expect
the liquidated damages provisions to be used.
Pursuant to Section 12 of the Terms and Condi-
tions, any amendment to the Terms and Conditions
(other than merely technical, non-material amend-
ments and unless such amendment is required to
ensure compliance with applicable law or regula-
tions or the listing rules of any securities exchange
on which the Ferrari common shares are listed) may
only be made with the approval of the general meet-
ing of shareholders of Ferrari.
At any time, a holder of Qualifying Common
Shares or Electing Common Shares may request
the de-registration of such shares from the Loyalty
Register to enable free trading thereof in the Regular
Trading System. Upon the de-registration from the
Loyalty Register, such shares will cease to be Elect-
ing Common Shares or Qualifying Common Shares
as the case may be and will be freely tradable and
voting rights attached to the corresponding special
voting shares will be suspended with immediate ef-
fect and such special voting shares shall be trans-
ferred to Ferrari for no consideration (om niet).
TERMS AND CONDITIONS OF THE SPECIAL
VOTING SHARES
The Terms and Conditions apply to the issuance, allo-
cation, acquisition, holding, repurchase and transfer
of special voting shares in our share capital and to
certain aspects of Electing Common Shares, Quali-
fying Common Shares and Ferrari common shares,
which are or will be registered in the Loyalty Register.
Application for Special Voting Shares
A Ferrari shareholder may at any time elect to partic-
ipate in the loyalty voting program by requesting that
Ferrari register all or some of the number of Ferrari
common shares held by such Ferrari shareholder in
the Loyalty Register. Such election shall be effective
and registration in the Loyalty Register shall occur
as of the end of the calendar month during which
the election is made. If such Ferrari common shares
(i.e. Electing Common Shares) have been registered
in the Loyalty Register (and are thus blocked from
trading in the Regular Trading System) for an unin-
terrupted period of three years in the name of the
same shareholder, the holder of such Ferrari com-
mon shares will be entitled to receive one Ferrari
special voting share for each such Ferrari common
share that has been registered. If at any moment
in time such Ferrari common shares are de-regis-
tered from the Loyalty Register for whatever rea-
son, the relevant shareholder loses its entitlement
to hold a corresponding number of Ferrari special
voting shares.
Withdrawal of Special Voting Shares
As described above, a holder of Qualifying Com-
mon Shares or Electing Common Shares may re-
quest that some or all of its Qualifying Common
Shares or Electing Common Shares be de-regis-
tered from the Loyalty Register and if held outside
the Regular Trading System, transfer such shares
back to the Regular Trading System, which will allow
such shareholder to freely trade its Ferrari com-
mon shares, as described below. From the moment
of such request, the holder of Qualifying Common
Shares shall be considered to have waived his rights
to cast any votes associated with the Ferrari special
voting shares which were issued and allocated in re-
spect of such Qualifying Common Shares. Any such
request would automatically trigger a mandatory
transfer requirement pursuant to which the Ferra-
ri special voting shares will be offered and trans-
ferred to Ferrari for no consideration in accordance
with the Ferrari Articles of Association and the
135
FERRARI N.V. 2023 ANNUAL REPORT AND FORM 20-FBOARD REPORT Terms and Conditions. Ferrari may continue to hold
the special voting shares as treasury stock, but will
not be entitled to vote any such treasury stock. Alter-
natively, Ferrari may withdraw and cancel the spe-
cial voting shares, as a result of which the nominal
value of such shares will be allocated to the special
capital reserves of Ferrari. Consequently, the loyalty
voting feature will terminate as to the relevant Quali-
fying Common Shares being deregistered from the
Loyalty Register. No shareholder required to trans-
fer special voting shares pursuant to the Terms and
Conditions shall be entitled to any consideration for
such special voting shares and each shareholder
expressly waives any rights in that respect as a con-
dition to participation in the loyalty voting program.
Change of Control
A shareholder who is a holder of Qualifying Common
Shares or Electing Common Shares must promptly
notify the Agent and Ferrari upon the occurrence of
a “change of control” as defined in the Ferrari Arti-
cles of Association, as described below. The change
of control will trigger the de-registration of the rel-
evant Electing Common Shares or Qualifying Com-
mon Shares or the relevant Ferrari common shares
in the Loyalty Register. The voting rights attached
to the special voting shares issued and allocated in
respect of the relevant Qualified Common Shares
will be suspended upon a direct or indirect change
of control in respect of the relevant holder of such
Qualifying Common Shares that are registered in
the Loyalty Register.
For the purposes of this section a “change of
control” shall mean, in respect of any Ferrari share-
holder that is not an individual (natuurlijk persoon),
any direct or indirect transfer in one or a series of
related transactions as a result of which (i) a major-
ity of the voting rights of such shareholder, (ii) the
de facto ability to direct the casting of a majority of
the votes exercisable at general meetings of share-
holders of such shareholder and/or (iii) the ability
to appoint or remove a majority of the Directors,
executive Directors or board members or execu-
tive officers of such shareholder or to direct the
casting of a majority or more of the voting rights at
meetings of the board of Directors, governing body
or executive committee of such shareholder has
been transferred to a new owner, provided that no
change of control shall be deemed to have occurred
if (a) the transfer of ownership and/or control is an
intra-group transfer under the same parent compa-
ny, (b) the transfer of ownership and /or control is
the result of the succession or the liquidation of as-
sets between spouses or the inheritance, inter vivos
donation or other transfer to a spouse or a relative
up to and including the fourth degree or (c) the fair
market value of the Qualifying Common Shares held
by such shareholder represents less than twen-
ty percent (20 percent) of the total assets of the
Transferred Group at the time of the transfer and
the Qualifying Common Shares held by such share-
holder, in the sole judgment of the Company, are not
otherwise material to the Transferred Group or the
change of control transaction. “Transferred Group”
shall mean the relevant shareholder together with
its affiliates, if any, over which control was trans-
ferred as part of the same change of control trans-
action within the meaning of the definition of change
of control.
LIABILITY TO FURTHER CAPITAL CALLS
All of the outstanding Ferrari common shares and spe-
cial voting shares are fully paid and non-assessable.
ADDITIONAL ISSUANCES AND RIGHTS
OF PREFERENCE
ISSUANCE OF SHARES
The general meeting of shareholders of Ferrari (the
“General Meeting”) has the authority to resolve on
any issuance of shares, unless such authority has
been delegated to the Board of Directors of Ferrari.
In such a resolution, the General Meeting must de-
termine the price and other terms of issuance. The
Board of Directors of Ferrari may have the power to
issue shares if it has been authorized to do so by the
General Meeting, or pursuant to the Ferrari Articles
of Association. Under Dutch law, such authorization
may not exceed a period of five years, but may be
renewed by a resolution of the General Meeting for
subsequent five-year periods at any time. The Board
of Directors has been designated by the Ferrari Ar-
ticles of Association as the competent body to issue
Ferrari common shares and special voting shares
up to the maximum aggregate amount of the Fer-
rari authorized share capital for an initial period of
five years from January 2, 2016, which may be ex-
tended by the General Meeting with additional con-
secutive periods of up to a maximum of five years
each. Pursuant to the resolution of the Annual Gen-
eral Meeting held on April 16, 2020, the authorization
was renewed for the period starting from January 2,
2021 up to and including October 15, 2021. Pursuant
to the resolution of the Annual General Meeting held
on April 15, 2021, the authorization has been further
renewed for the period starting from April 15, 2021
up to and including October 14, 2022. Pursuant to
the resolution of the Annual General Meeting held
on April 13, 2022, the authorization has been further
renewed for the period starting from April 13, 2022
up to and including October 12, 2023. Pursuant to
the resolution of the Annual General Meeting held on
April 14, 2023, the authorization has been further re-
newed for the period starting from April 14, 2023 up
to and including October 13, 2024.
Ferrari will not be required to obtain approval
from a General Meeting to issue shares pursuant to
the exercise of a right to subscribe for shares that
was previously granted pursuant to authority grant-
ed by the shareholders or pursuant to delegated au-
thority by the Board of Directors. The General Meet-
136
BOARD REPORTFERRARI N.V. 2023 ANNUAL REPORT AND FORM 20-F ing shall, for as long as any such designation of the
Board of Directors of Ferrari for this purpose is in
force, no longer has authority to decide on the issu-
ance of shares.
RIGHTS OF PRE-EMPTION
Under Dutch law and the Ferrari Articles of As-
sociation, each Ferrari shareholder has a right of
pre-emption in proportion to the aggregate nominal
value of its shareholding upon the issuance of new
Ferrari common shares (or the granting of rights to
subscribe for Ferrari common shares). Exceptions
to this right of pre-emption include the issuance
of new Ferrari common shares (or the granting of
rights to subscribe for common shares): (i) to em-
ployees of Ferrari or another member of its group
pursuant to a stock compensation plan of Ferrari,
(ii) against payment in kind (contribution other than
in cash) and (iii) to persons exercising a previous-
ly granted right to subscribe for Ferrari common
shares. In the event of an issuance of special vot-
ing shares, shareholders shall not have any right of
pre-emption.
The General Meeting may resolve to limit or ex-
clude the rights of pre-emption upon an issuance of
Ferrari common shares, which resolution requires
approval of at least two-thirds of the votes cast, if
less than half of the issued share capital is repre-
sented at the General Meeting. The Ferrari Articles
of Association or the General Meeting may also des-
ignate the Board of Directors to resolve to limit or
exclude the rights of pre-emption in relation to the
issuance of Ferrari common shares. Pursuant to
Dutch law, the designation by the General Meeting
may be granted to the Board of Directors for a spec-
ified period of time of not more than five years and
only if the Board of Directors has also been designat-
ed or is simultaneously designated the authority to
resolve to issue Ferrari common shares. The Board
of Directors is designated in the Ferrari Articles of
Association as the competent body to exclude or
limit rights of pre-emption for an initial period of five
years from January 2, 2016, which may be extend-
ed by the General Meeting with additional periods up
to a maximum of five years per period. Pursuant to
the resolutions of the Annual General Meeting held
on April 16, 2020, the Board of Directors was autho-
rized to issue Ferrari common shares and to limit or
exclude the rights of pre-emption in relation to the
issuance of Ferrari common shares for the period
starting from January 2, 2021 up to and including
October 15, 2021. Pursuant to the resolutions of the
Annual General Meeting held on April 15, 2021, the
Board of Directors has been further authorized to
issue Ferrari common shares and to limit or exclude
the rights of pre-emption in relation to the issuance
of Ferrari common shares for the period starting
from April 15, 2021 up to and including October
14, 2022. Pursuant to the resolutions of the Annual
General Meeting held on April 13, 2022, the Board
of Directors has been authorized to issue Ferrari
common shares and to limit or exclude the rights
of pre-emption in relation to the issuance of Ferrari
common shares for the period starting from April
13, 2022 up to and including October 12, 2023. Pur-
137
FERRARI N.V. 2023 ANNUAL REPORT AND FORM 20-FBOARD REPORT suant to the resolutions of the Annual General Meet-
ing held on April 14, 2023, the Board of Directors has
been authorized to issue Ferrari common shares
and to limit or exclude the rights of pre-emption in
relation to the issuance of Ferrari common shares
for the period starting from April 14, 2023 up to and
including October 13, 2024.
REPURCHASE OF SHARES
Upon agreement with the relevant Ferrari share-
holder, Ferrari may acquire its own shares at any
time for no consideration (om niet), or subject to
certain provisions of Dutch law and the Ferrari Ar-
ticles of Association for consideration, if: (i) Ferra-
ri’s shareholders’ equity less the payment required
to make the acquisition does not fall below the sum
of called-up and paid-in share capital and any statu-
tory reserves, (ii) Ferrari would thereafter not hold
a pledge over Ferrari common shares or together
with subsidiaries hold Ferrari common shares with
an aggregate nominal value exceeding 50 percent of
the Ferrari’s issued share capital and (iii) the Board
of Directors has been authorized to do so by the
General Meeting.
The acquisition of fully paid-up shares by Ferra-
ri other than for no consideration (om niet) requires
authorization by the General Meeting. Such autho-
rization may be granted for a period not exceeding
18 months and shall specify the number of shares,
the manner in which the shares may be acquired
and the price range within which shares may be
acquired. The authorization is not required for the
acquisition of shares from employees of Ferrari or
another member of its Group, under a scheme appli-
cable to such employees and no authorization is re-
quired for repurchase of shares acquired in certain
other limited circumstances in which the acquisition
takes place by operation of law, such as pursuant to
mergers or demergers. Such shares must be offi-
cially listed on a price list of an exchange.
At a General Meeting the shareholders may re-
solve to designate the Board of Directors of Ferra-
ri as the competent body to resolve on Ferrari ac-
quiring any Ferrari’s fully paid up Ferrari common
shares other than for no consideration (om niet) for
a period of up to 18 months.
Ferrari may, jointly with its subsidiaries, hold Fer-
rari shares in its own capital exceeding one-tenth
of its issued capital for no more than three years
after acquisition of such Ferrari shares for no con-
sideration (om niet) or in certain other limited cir-
cumstances in which the acquisition takes place by
operation of law, such as pursuant to mergers or
demergers. Any Ferrari shares held by Ferrari in
excess of the amount permitted shall transfer to all
members of the Board of Directors jointly at the end
of the last day of such three year period. Each mem-
ber of the Board of Directors shall be jointly and sev-
erally liable to compensate Ferrari for the value of
the Ferrari shares at such time, with interest at the
statutory rate thereon from such time. The term
Ferrari shares in this paragraph shall include depos-
itary receipts for shares and shares in respect of
which Ferrari holds a right of pledge. No votes may
be cast at a General Meeting on the Ferrari shares
138
BOARD REPORTFERRARI N.V. 2023 ANNUAL REPORT AND FORM 20-F tered certificates to be properly endorsed for trans-
fer as provided for in the certificates and accompa-
nied by proper instruments of transfer and stock
transfer tax stamps for, or funds to pay, any applica-
ble stock transfer taxes.
Ferrari common shares are freely transferable.
As described below, special voting shares are gen-
erally not transferable.
At any time, a holder of Ferrari common shares
that are registered in the Loyalty Register (i.e. Elect-
ing Common Shares or Qualifying Common Shares)
wishing to transfer such Ferrari common shares
other than in limited specified circumstances (i.e.,
transfers to affiliates or to relatives through succes-
sion, donation or other transfers) must first request
a de-registration of such shares from the Loyalty
Register and if held outside the Regular Trading Sys-
tem, transfer such common shares back into the
Regular Trading System. After de-registration from
the Loyalty Register, such Ferrari common shares
no longer qualify as Electing Common Shares or
Qualifying Common Shares, as a result, the holder
of such Ferrari common shares is required to offer
and transfer the special voting shares associated
with such Ferrari common shares that were previ-
ously Qualifying Common Shares to Ferrari for no
consideration (om niet) as described in detail in “—
Loyalty Voting Program—Terms and Conditions of
the Special Voting Shares—Withdrawal of Special
Voting Shares”.
ANNUAL ACCOUNTS AND INDEPENDENT
REGISTERED PUBLIC ACCOUNTING FIRM
Ferrari’s financial year is the calendar year. Within
four months after the end of each financial year, the
Board of Directors will prepare the annual accounts,
which must be accompanied by an annual report
and an auditors’ report and will publish the accounts
and annual report and will make those available for
inspection at Ferrari’s corporate address. All mem-
bers of the Board of Directors are required to sign
the annual accounts and in case the signature of
any member is missing, the reason for this must be
stated. The annual accounts are to be adopted by
the General Meeting at the annual general meeting
of shareholders, at which meeting the members of
the Board of Directors will be discharged from lia-
bility for performance of their duties with respect to
any matter disclosed in the annual accounts for the
relevant financial year insofar this appears from the
annual accounts. The annual accounts, the annual
report and independent registered public account-
ing firm’s reports are made available through Ferra-
ri’s website to the shareholders for review as from
the day of the notice convening the annual general
meeting of shareholders.
held by Ferrari or its subsidiaries. Also no voting
rights may be cast at a General Meeting in respect
of Ferrari shares for which depositary receipts have
been issued that are owned by Ferrari. Nonetheless,
the holders of a right of usufruct or pledge in re-
spect of shares held by Ferrari and its subsidiaries
in Ferrari’s share capital are not excluded from the
right to vote on such shares, if the right of usufruct
or pledge was granted prior to the time such shares
were acquired by Ferrari or its subsidiaries. Neither
Ferrari nor any of its subsidiaries may cast votes
in respect of a share on which it or its subsidiaries
holds a right of usufruct or pledge.
REDUCTION OF SHARE CAPITAL
Shareholders at a General Meeting have the power
to cancel shares acquired by Ferrari or to reduce
the nominal value of the shares. A resolution to re-
duce the share capital requires a majority of at least
two-thirds of the votes cast at the General Meeting,
if less than one-half of the issued capital is present
or represented at the meeting. If more than one-half
of the issued share capital is present or represent-
ed at the meeting, a simple majority of the votes cast
at the General Meeting is required. Any proposal for
cancellation or reduction of nominal value is subject
to general requirements of Dutch law with respect
to reduction of share capital.
TRANSFER OF SHARES
In accordance with the provisions of Dutch law, pur-
suant to Article 12 of the Ferrari Articles of Associ-
ation, the transfer or creation of Ferrari shares or
a right in rem thereon requires a deed intended for
that purpose and save when Ferrari is a party to the
transaction, written acknowledgment by Ferrari of
the transfer.
The transfer of Ferrari common shares that
have not been entered into a book-entry system will
be effected in accordance with Article 12 of the Fer-
rari Articles of Association.
Common shares that have been entered into
the DTC book-entry system will be registered in the
name of Cede & Co., as nominee for DTC and trans-
fers of beneficial ownership of shares held through
DTC will be effected by electronic transfer made by
DTC participants. Article 12 of the Ferrari Articles
of Association does not apply to the trading of such
Ferrari common shares on a regulated market or
the equivalent thereof.
Transfers of shares held outside of DTC (in-
cluding Monte Titoli S.p.A., as a participant in DTC)
or another direct registration system maintained
by Computershare, Ferrari’s transfer agent in New
York (“Transfer Agent”) and not represented by cer-
tificates are effected by a stock transfer instrument
and require the written acknowledgment by Ferra-
ri. Transfer of registered certificates is effected by
presenting and surrendering the certificates to the
Transfer Agent. A valid transfer requires the regis-
139
FERRARI N.V. 2023 ANNUAL REPORT AND FORM 20-FBOARD REPORT PAYMENT OF DIVIDENDS
Ferrari may make distributions to the shareholders
and other persons entitled to the distributable prof-
its only to the extent that its shareholders’ equity ex-
ceeds the sum of the paid-up and called up portion
of the share capital and the reserves that must be
maintained in accordance with Dutch law. No distri-
bution of profits may be made to Ferrari itself for
shares that Ferrari holds in its own share capital.
Ferrari may only make a distribution of dividends
to the shareholders after the adoption of its statuto-
ry annual accounts demonstrating that such distri-
bution is legally permitted. The Board of Directors
may determine that other freely distributable distri-
butions shall be made, in whole or in part, from Fer-
rari’s share premium reserve or from any other re-
serve, provided that payments from reserves may
only be made to the shareholders that are entitled to
the relevant reserve upon the dissolution of Ferrari
and provided further that the policy of Ferrari on ad-
ditions to reserves and dividends is duly observed.
Holders of special voting shares will not receive
any dividend in respect of the special voting shares.
However Ferrari maintains a separate dividend re-
serve for the special voting shares for the sole pur-
pose of the allocation of the mandatory minimal
profits that accrue to the special voting shares. This
allocation establishes a reserve for the amount that
would otherwise be paid. The special voting shares
do not carry any entitlement to any other reserve.
Any distribution out of the special dividend reserve
or the partial or full release of such reserve requires
a prior proposal from the Board of Directors and a
subsequent resolution of the meeting of holders of
special voting shares. Insofar as the profits have
not been distributed or allocated to the reserves,
they may, by resolution of the General Meeting, be
distributed as dividends on the Ferrari common
shares only. The General Meeting may resolve, on
the proposal of the Board of Directors, to declare
and distribute dividends in U.S. Dollars. The Board of
Directors may decide, subject to the approval of the
General Meeting and the Board of Directors having
been designated as the body competent to pass a
resolution for the issuance of shares, that a distribu-
tion shall, wholly or partially, be made in the form of
shares, or that shareholders shall be given the op-
tion to receive a distribution either in cash or in the
form of shares. The right to dividends and distribu-
tions will lapse if the dividends or distributions are
not claimed within five years following the day after
the date on which they first became payable. Any
dividends or other distributions made in violation of
the Ferrari Articles of Association or Dutch law will
have to be repaid by the shareholders who knew or
should have known, of such violation.
GENERAL MEETINGS AND VOTING RIGHTS
ANNUAL MEETING
An annual General Meeting must be held within six
months from the end of Ferrari’s preceding finan-
cial year. The purpose of the annual General Meet-
ing is to discuss, among other things, the annual
140
BOARD REPORTFERRARI N.V. 2023 ANNUAL REPORT AND FORM 20-F report, the adoption of the annual accounts, alloca-
tion of profits (including the proposal to distribute
dividends), release of members of the Board of Di-
rectors from liability for their management and su-
pervision, and other proposals brought up for dis-
cussion by the Board of Directors.
GENERAL MEETING AND PLACE OF MEETINGS
Other General Meetings will be held if requested by
the Board of Directors, the chairman of the Board
of Directors, the chairperson or the chief executive
officer, or by the written request (stating the exact
subjects to be discussed) of one or more sharehold-
ers representing in aggregate at least 10 percent
of the issued share capital of the company (taking
into account the relevant provisions of Dutch law,
and the Ferrari Articles of Association and the ap-
plicable stock exchange regulations). General Meet-
ings will be held in Amsterdam or Haarlemmermeer
(Schiphol Airport), the Netherlands.
CONVOCATION NOTICE AND AGENDA
General Meetings can be convened by a notice, spec-
ifying the subjects to be discussed, the place and the
time of the meeting and admission and participation
procedure, issued at least 15 days before the meet-
ing or 42 days if shares of Ferrari or depositary re-
ceipts issued with cooperation of Ferrari have been
admitted to trading on the Euronext Milan or another
regulated market as referred to in Article 1:1 of the
Dutch Financial Supervision Act. All convocations,
announcements, notifications and communications
to shareholders and other persons entitled to attend
the General Meeting must be made on the compa-
ny’s corporate website in accordance with the rele-
vant provisions of Dutch law. The agenda for a Gen-
eral Meeting may contain the items requested by one
or more shareholders representing at least three
percent of the issued share capital of the company.
Requests must be made in writing, including the rea-
sons for adding the relevant item on the agenda, and
received by the Board of Directors at least 60 days
before the day of the meeting. The agenda of the an-
nual general meeting of shareholders shall contain,
inter alia, the following items:
• adoption of the annual report;
• the remuneration report;
• at least every four years after adoption of the re-
• the policy of the Company on additions to re-
• granting of discharge to the Directors in respect
muneration policy, the remuneration policy;
serves and on dividends, if any;
of the performance of their duties in the relevant
financial year;
• the appointment of Directors;
• if applicable, the proposal to pay a dividend;
• if applicable, discussion of any substantial
change in the corporate governance structure
of the Company; and
141
• any matters decided upon by the person(s) con-
vening the meeting and any matters placed on
the agenda with due observance of applicable
Dutch law.
The Board of Directors shall provide the general
meeting of shareholders with all requested informa-
tion, unless this would be contrary to an overriding
interest of the Company. If the Board of Directors
invokes an overriding interest, it must give reasons.
ADMISSION AND REGISTRATION
Each shareholder entitled to vote, and each person
holding a usufruct or pledge to whom the right to
vote on the Ferrari common shares accrues, shall
be authorized to attend the General Meeting, to ad-
dress the General Meeting and to exercise its voting
rights. The registration date of each General Meeting
is the twenty-eighth day prior to the date of the Gen-
eral Meeting so as to establish which shareholders
are entitled to attend and vote at the General Meeting.
Only holders of shares and other persons entitled to
vote or attend the General Meeting, at such registra-
tion date are entitled to attend and vote at the General
Meeting. The convocation notice for the meeting shall
state the registration date and the manner in which
the persons entitled to attend the General Meeting
may register and exercise their rights.
Those entitled to attend a General Meeting may
be represented at a General Meeting by a proxy au-
thorized in writing. The requirement that a proxy
must be in written form is also fulfilled when it is re-
corded electronically.
Members of the Board of Directors have the
right to attend a General Meeting. In these General
Meetings they have an advisory role.
VOTING RIGHTS
Ferrari applies the one-share-one-vote principle,
meaning that each Ferrari common share and each
special voting share confers the right on the holder
to cast one vote at a General Meeting. Resolutions
are passed by a simple majority of the votes cast, un-
less Dutch law or the Ferrari Articles of Association
prescribes a larger majority. Blank votes shall not be
counted as votes cast.
Shares in respect of which Dutch law deter-
mines that no votes may be cast shall be disregard-
ed for the purposes of determining the proportion
of shareholders voting, present or represented or
the proportion of the share capital present or rep-
resented. Under Dutch law and/or the Ferrari Arti-
cles of Association, the following matters require
at least two-thirds of the votes cast at a meeting if
less than half of the issued share capital is present
or represented:
• a resolution to reduce the issued share capital;
• a resolution to amend the Ferrari Articles of As-
sociation;
FERRARI N.V. 2023 ANNUAL REPORT AND FORM 20-FBOARD REPORT • a resolution to restrict or exclude rights of
• a resolution to authorize the Board of Direc-
pre-emption;
tors to restrict or exclude shareholder rights of
pre-emption;
• a resolution to enter into a legal merger or a legal
• a resolution to dissolve Ferrari.
demerger; or
Under Dutch law, a resolution to adopt the remuner-
ation policy requires three-fourths of the votes val-
idly cast, unless the Ferrari Articles of Association
include a lower threshold which could be inserted in
the Ferrari Articles of Association through a resolu-
tion of the General Meeting pursuant to a prior pro-
posal of the Board of Directors. Such a resolution
to amend the Ferrari Articles of Association must
be approved by a vote of a majority of at least two-
thirds of the votes cast if less than one-half of the is-
sued share capital is present or represented at such
General Meeting and a simple majority vote if one-
half or more than one-half of the issued share capital
is present or represented at such General Meeting.
All votes shall be cast in writing or electronically.
The chairman of the meeting may, however, deter-
mine that voting by raising hands or in another man-
ner shall be permitted.
Voting by acclamation shall be permitted if none
of the shareholders present or represented objects.
No voting rights shall be exercised in the gener-
al meeting of shareholders for shares owned by the
Company or by a subsidiary of the Company. Pledg-
ees and usufructuaries of shares owned by the
Company and its subsidiaries shall however not be
excluded from exercising their voting rights, if the
right of pledge or usufruct was created before the
shares were owned by the Company or a subsidiary.
Neither the Company nor any of its subsidiaries may
exercise voting rights for shares in respect of which
it holds a right of pledge or usufruct. Without preju-
dice to the Articles of Association, the Company shall
determine for each resolution passed:
• the number of shares on which valid votes have
• the percentage that the number of shares as re-
been cast;
ferred to under a. represents in the issued share
capital;
• the aggregate number of votes validly cast; and
• the aggregate number of votes cast in favor of
and against a resolution, as well as the number
of abstentions.
LIMITATIONS ON RIGHTS OF NON-RESIDENT OR
FOREIGN SHAREHOLDERS
There are no limitations imposed by Dutch law or by
the Ferrari Articles of Association on the rights of
non-resident or foreign shareholders to hold or vote
Ferrari common shares.
142
SHAREHOLDERS’ VOTES ON CERTAIN
TRANSACTIONS
Any important change in the identity or character of
Ferrari must be approved by the General Meeting,
including (i) the termination transfer to a third par-
ty of the business of Ferrari or practically the entire
business of Ferrari; (ii) the entry into or breaking off
of any long-term cooperation of Ferrari or a subsid-
iary with another legal entity or company or as a ful-
ly liable partner of a general partnership or limited
partnership, where such entry into or breaking off
is of far-reaching importance to Ferrari; and (iii) the
acquisition or disposal by Ferrari or a subsidiary of
an interest in the capital of a company with a value of
at least one-third of Ferrari’s assets according to the
consolidated statement of financial position with ex-
planatory notes included in the last adopted annual
accounts of Ferrari.
AMENDMENTS TO THE FERRARI ARTICLES OF
ASSOCIATION, INCLUDING VARIATION OF RIGHTS
A resolution of the General Meeting to amend the
Ferrari Articles of Association or to wind up Ferrari
may be approved only if proposed by the Board of
Directors and must be approved by a vote of a ma-
jority of at least two-thirds of the votes cast if less
than one-half of the issued share capital is present
or represented at such General Meeting.
The rights of shareholders may be changed only
by amending the Ferrari Articles of Association in
compliance with Dutch law.
DISSOLUTION AND LIQUIDATION
The General Meeting may resolve to dissolve Ferrari,
upon a proposal of the Board of Directors thereto. A
majority of at least two-thirds of the votes cast shall
be required if less than one-half of the issued capi-
tal is present or represented at the meeting. In the
event of dissolution, Ferrari will be liquidated in ac-
cordance with Dutch law and the Ferrari Articles of
Association and the liquidation shall be arranged by
the members of the Board of Directors, unless the
General Meeting appoints other liquidators. During
liquidation, the provisions of the Ferrari Articles of
Association will remain in force as long as possible.
If Ferrari is dissolved and liquidated, whatever
remains of Ferrari’s equity after all its debts have
been discharged shall first be applied to distribute
the aggregate balance of share premium reserves
and other reserves (other than the special dividend
reserve), to holders of Ferrari common shares in
proportion to the aggregate nominal value of the Fer-
rari common shares held by each holder; secondly,
from any balance remaining, an amount equal to the
aggregate amount of the nominal value of the Fer-
rari common shares will be distributed to the hold-
ers of Ferrari common shares in proportion to the
aggregate nominal value of Ferrari common shares
held by each of them; thirdly, from any balance re-
BOARD REPORTFERRARI N.V. 2023 ANNUAL REPORT AND FORM 20-F
maining, an amount equal to the aggregate amount
of the special voting shares dividend reserve will be
distributed to the holders of special voting shares
in proportion to the aggregate nominal value of the
special voting shares held by each of them; fourthly,
from any balance remaining, the aggregate amount
of the nominal value of the special voting shares will
be distributed to the holders of special voting shares
in proportion to the aggregate nominal value of the
special voting shares held by each of them; and, last-
ly, any balance remaining will be distributed to the
holders of Ferrari common shares in proportion
to the aggregate nominal value of Ferrari common
shares held by each of them.
LIABILITY OF DIRECTORS
Under Dutch law, the management of a company is
a joint undertaking and each member of the Board
of Directors can be held jointly and severally liable
to Ferrari for damages in the event of improper
or negligent performance of their duties. Further,
members of the Board of Directors can be held lia-
ble to third parties based on tort, pursuant to certain
provisions of the Dutch Civil Code. All Directors are
jointly and severally liable for failure of one or more
co-Directors. An individual Director is only exempt-
ed from liability if he proves that he cannot be held
seriously culpable for the mismanagement and that
he has not been negligent in seeking to prevent the
consequences of the mismanagement. In this re-
gard a Director may, however, refer to the allocation
of tasks between the Directors. In certain circum-
stances, Directors may incur additional specific civil
and criminal liabilities.
INDEMNIFICATION OF DIRECTORS
AND OFFICERS
Under Dutch law, indemnification provisions may
be included in a company’s articles of association.
Under the Ferrari Articles of Association, Ferrari is
required to indemnify its Directors, officers, former
Directors, former officers and any person who may
have served at Ferrari’s request as a Director or
officer of another company in which Ferrari owns
shares or of which Ferrari is a creditor who were
or are made a party or are threatened to be made
a party or are involved in, any threatened, pending
or completed action, suit, or proceeding, whether
civil, criminal, administrative, arbitrative or investi-
gative (each a “Proceeding”), or any appeal in such a
Proceeding or any inquiry or investigation that could
lead to such a Proceeding, against any and all liabili-
ties, damages, reasonable and documented expens-
es (including reasonably incurred and substantiated
attorney’s fees), financial effects of judgments, fines,
penalties (including excise and similar taxes and pu-
nitive damages) and amounts paid in settlement in
connection with such Proceeding by any of them.
Notwithstanding the above, no indemnification shall
be made in respect of any claim, issue or matter as
to which any of the abovementioned indemnified
persons shall be adjudged to be liable for gross neg-
ligence or willful misconduct in the performance
of such person’s duty to Ferrari. This indemnifica-
tion by Ferrari is not exclusive of any other rights to
which those indemnified may be entitled otherwise.
Ferrari has purchased directors’ and officers’ liabili-
ty insurance for the members of the Board of Direc-
tors and certain other officers, substantially in line
with that purchased by similarly situated companies.
DUTCH CORPORATE GOVERNANCE CODE
The Dutch Corporate Governance Code contains
principles and best practice provisions that regulate
relations between the board and the shareholders
(including the General Meeting). The Dutch Corpo-
rate Governance Code is divided into five chapters
which address the following topics: (i) sustain-
able long-term value creation; (ii) effective manage-
ment and supervision; (iii) remuneration; (iv) the gen-
eral meeting; and (v) one-tier governance structure.
Dutch companies whose shares are listed on a
government-recognized stock exchange, such as
the NYSE, are required under Dutch law to disclose
in their annual reports whether or not they apply
the provisions of the Dutch Corporate Governance
Code and, in the event that they do not apply a cer-
tain provision, to explain the reasons why they have
chosen to deviate.
Ferrari acknowledges the importance of good
corporate governance and supports the best prac-
tice provisions of the Dutch Corporate Governance
Code. Therefore, Ferrari intends to comply with the
relevant best practice provisions of the Dutch Cor-
porate Governance Code except as may be noted
from time to time in Ferrari’s annual reports.
The Dutch Corporate Governance Code has
been revised in December 2016 and the revised
Dutch Corporate Governance Code entered into
force on January 1, 2018, being applicable retroac-
tively as from the financial year 2017. Consequently,
Ferrari has reported in 2018 regarding its applica-
tion of the revised Dutch Corporate Governance
Code with respect to the financial year 2017. On De-
cember 20, 2022, the Corporate Governance Code
Monitoring Committee published an update to the
2016 Dutch Corporate Governance Code. The up-
dated Dutch Corporate Governance Code has en-
tered into force on January 1, 2024 and is applicable
retroactively as from financial year 2023.
DISCLOSURE OF HOLDINGS UNDER DUTCH LAW
Home member state for purposes of the EU
Transparency Directive
The Netherlands is Ferrari’s home member state
for the purposes of the EU Transparency Directive
(Directive 2004/109/EC, as amended). As of the list-
ing of the Ferrari common shares on Euronext Mi-
lan, we are subject to financial and other reporting
143
FERRARI N.V. 2023 ANNUAL REPORT AND FORM 20-FBOARD REPORT obligations under the Dutch act on Financial Super-
vision (“AFS”) and the Dutch Financial Reporting Su-
pervision Act (Wet toezicht financiële verslaggeving),
which both implement the EU Transparency Direc-
tive in the Netherlands.
Disclosure of information
Ferrari is required to publish its annual report (con-
sisting of the audited annual accounts, the annual
report and the responsibility statement) within four
months after the end of each financial year and its
half-yearly figures within three months after the end
of the first six months of each financial year.
Shareholder disclosure and reporting obligations
As a result of the listing of the Ferrari common
shares on the Euronext Milan, chapter 5.3 of the AFS
applies, pursuant to which any person who, direct-
ly or indirectly, acquires or disposes of an actual or
potential capital interest and/or actual or potential
voting rights in Ferrari must promptly give written
notice to the Netherlands Authority for the Financial
Markets (stichting Autoriteit Financiële Markten, the
“AFM”) of such acquisition or disposal by means of
a standard form if, as a result of such acquisition or
disposal, the percentage of capital interest and/or
voting rights held by such person reaches, exceeds
or falls below the following thresholds: 3 percent, 5
percent, 10 percent, 15 percent, 20 percent, 25 per-
cent, 30 percent, 40 percent, 50 percent, 60 percent,
75 percent and 95 percent.
For the purpose of calculating the percentage
of capital interest or voting rights, the following
interests must, inter alia, be taken into account: (i)
shares and/or voting rights directly held (or ac-
quired or disposed of) by any person, (ii) shares
and/or voting rights held (or, acquired or disposed
of) by such person’s controlled entities or by a
third party for such person’s account, (iii) voting
rights held (or acquired or disposed of) by a third
party with whom such person has concluded an
oral or written voting agreement, (iv) voting rights
acquired pursuant to an agreement providing for
a temporary transfer of voting rights in consider-
ation for a payment, and (v) shares which such per-
son, or any controlled entity or third party referred
to above, may acquire pursuant to any option or
other right to acquire shares.
As a consequence of the above, special voting
shares must be added to Ferrari common shares
for the purposes of the above thresholds.
Controlled entities (within the meaning of the
AFS) do not themselves have notification obligations
under the AFS as their direct and indirect interests
are attributed to their (ultimate) parent. If a person
who has a three percent or larger interest in Ferra-
ri’s share capital or voting rights ceases to be a con-
trolled entity it must immediately notify the AFM and
all notification obligations under the AFS will become
applicable to such former controlled entity.
Special rules apply to the attribution of shares and/
or voting rights which are part of the property of
a partnership or other form of joint ownership. A
holder of a pledge or right of usufruct in respect
of shares can also be subject to notification obliga-
tions, if such person has, or can acquire, the right to
vote on the shares. The acquisition of (conditional)
voting rights by a pledgee or beneficial owner may
also trigger notification obligations as if the pledg-
ee or beneficial owner were the legal holder of the
shares and/or voting rights.
Furthermore, when calculating the percentage
of capital interest, a person is also considered to
be in possession of shares if (i) such person holds
a financial instrument the value of which is (in part)
determined by the value of the shares or any dis-
tributions associated therewith and which does
not entitle such person to acquire any shares, (ii)
such person may be obliged to purchase shares on
the basis of an option, or (iii) such person has con-
cluded another contract whereby such person ac-
quires an economic interest comparable to that of
holding a share.
If a person’s capital interest and/or voting rights
reaches, exceeds or falls below the abovementioned
thresholds as a result of a change in Ferrari’s issued
and outstanding share capital or voting rights, such
person is required to make a notification not later
than on the fourth trading day after the AFM has
published Ferrari’s notification as described below.
the
Following
implementation of Directive
2013/50/EU into the AFS, every holder of three
percent more of the issued and outstanding share
capital or voting rights whose interest has changed
compared to his most recent notification, and which
holder knows or should know that pursuant to this
change his interest reaches or crosses a threshold
as a result of certain acts (as described above and
including the exchange of a financial instrument or a
contract (pursuant to which the holder is deemed to
have issued and outstanding shares or voting rights
at his disposal)), must notify the AFM of this change.
Ferrari is required to notify the AFM promptly
of any change of one percent or more in its issued
and outstanding share capital or voting rights since
a previous notification. Other changes in Ferrari’s is-
sued and outstanding share capital or voting rights
must be notified to the AFM within eight days after
the end of the quarter in which the change occurred.
In addition to the above described notification
obligations pertaining to capital interest or voting
rights, pursuant to Regulation (EU) No 236/2012, as
amended, notification must be made of any net short
position of 0.2% in the issued share capital of Ferrari,
and of every subsequent 0.1% above this threshold.
Notifications starting at 0.5% and every subsequent
0.1% above this threshold will be made public via the
short selling register of the AFM. Furthermore, gross
short positions shall be notified in the event that a
threshold is reached, exceeded or fallen below. With
regard to gross short positions, the same disclosure
thresholds as for holders of capital interests and/or
144
BOARD REPORTFERRARI N.V. 2023 ANNUAL REPORT AND FORM 20-F voting rights apply. Furthermore, each member of
the Board of Directors must notify the AFM:
• within two weeks after his/her appointment of
the number of shares he/she holds and the num-
ber of votes he/she is entitled to cast in respect
of Ferrari’s issued and outstanding share capital,
and
• subsequently of each change in the number of
shares he/she holds and of each change in the
number of votes he/she is entitled to cast in re-
spect of Ferrari’s issued and outstanding share
capital, immediately after the relevant change.
The AFM keeps a public register of all notifications
made pursuant to these disclosure obligations and
publishes any notification received which can be ac-
cessed via www.afm.nl. The notifications referred
to in this paragraph should be made in writing by
means of a standard form or electronically through
the notification system of the AFM.
Non-compliance with these disclosure obliga-
tions is an economic offense and may lead to crimi-
nal prosecution. The AFM may impose administrative
penalties for non-compliance, and the publication
thereof. In addition, a civil court can impose mea-
sures against any person who fails to notify or in-
correctly notifies the AFM of matters required to be
notified. A claim requiring that such measures be im-
posed may be instituted by Ferrari and/or by one or
more shareholders who alone or together with oth-
ers represent at least three percent of the issued and
outstanding share capital of Ferrari or are able to ex-
ercise at least three percent of the voting rights. The
measures that the civil court may impose include:
• an order requiring appropriate disclosure;
• suspension of the right to exercise the voting
rights for a period of up to three years as deter-
mined by the court;
• voiding a resolution adopted by the General
Meeting, if the court determines that the reso-
lution would not have been adopted but for the
exercise of the voting rights of the person with
a duty to disclose, or suspension of a resolution
adopted by the general meeting of shareholders
until the court makes a decision about such void-
ing; and
• an order to refrain, during a period of up to five
years as determined by the court, from acquir-
ing shares and/or voting rights in Ferrari. Share-
holders are advised to consult with their own
legal advisers to determine whether the disclo-
sure obligations apply to them.
Shareholders are advised to consult with their own
legal advisers to determine whether the disclosure
obligations apply to them.
MANDATORY BID REQUIREMENT
Under Dutch law any person, acting alone or in con-
cert with others, who, directly or indirectly, acquires
30 percent or more of Ferrari’s voting rights will
be obliged to launch a public offer for all outstand-
ing shares in Ferrari’s share capital. An exception is
made for shareholders who, whether alone or acting
in concert with others, had an interest of at least 30
percent of Ferrari’s voting rights before the shares
were first listed on the Euronext Milan (formerly
Mercato Telematico Azionario or “MTA”), and who still
maintained such an interest after such first listing.
Immediately after the first listing of Ferrari common
shares on MTA, now Euronext Milan, Exor held more
than 30 percent of Ferrari’s voting rights. Therefore
Exor’s interest in Ferrari was grandfathered and the
exception that applies to it will continue to apply to it
for as long as its holding of shares represents over
30 percent of Ferrari’s voting rights.
DUTCH FINANCIAL REPORTING
SUPERVISION ACT
On the basis of the Dutch Financial Reporting Su-
pervision Act (Wet toezicht financiële verslaggeving),
or the FRSA, the AFM supervises the application of
financial reporting standards by, amongst others,
companies whose official seat is in the Netherlands
and whose securities are listed on a regulated mar-
ket within the EU or in a non-EU country on a system
similar to a regulated market.
Pursuant to the FRSA, the AFM has an indepen-
dent right to (i) request an explanation from Ferrari
regarding its application of the applicable financial
reporting standards and (ii) recommend to us the
making available of further explanations. If we do
not comply with such a request or recommendation,
the AFM may request that the Enterprise Chamber
order us to (i) make available further explanations as
recommended by the AFM, (ii) provide an explana-
tion of the way we have applied the applicable finan-
cial reporting standards to our financial reports or
(iii) prepare our financial reports in accordance with
the Enterprise Chamber’s instructions.
Compulsory Acquisition
Pursuant to article 2:92a of the Dutch Civil Code
(“DCC”), a shareholder who, for its own account,
holds at least 95 percent of the issued share capi-
tal of Ferrari may institute proceedings against the
other shareholders jointly for the transfer of their
shares to it. The proceedings are held before the
Dutch Enterprise Chamber and can be instituted by
means of a writ of summons served upon each of
the minority shareholders in accordance with the
provisions of the Dutch Code of Civil Procedure.
The Enterprise Chamber may grant the claim for
the squeeze-out in relation to all minority share-
holders and will determine the price to be paid for
the shares, if necessary after appointment of one
145
FERRARI N.V. 2023 ANNUAL REPORT AND FORM 20-FBOARD REPORT or three expert(s) who will offer an opinion to the
Enterprise Chamber on the value to be paid for the
shares of the minority shareholders. Once the or-
der to transfer becomes final before the Enterprise
Chamber, the person acquiring the shares must
give written notice of the date and place of payment
and the price to the holders of the shares to be ac-
quired whose addresses are known to it. Unless the
addresses of all of them are known to it, it must also
publish the same in a Dutch daily newspaper with a
national circulation. A shareholder can only appeal
against the judgment of the Enterprise Chamber be-
fore the Dutch Supreme Court.
In addition, pursuant to article 2:359c of the DCC,
an offeror under a public offer is also entitled to start
a squeeze out procedure, within three months after
the public offer, if following the public offer it holds
at least 95% of the issued share capital of Ferrari
representing at least 95% of the total voting rights. In
the event of a mandatory offer, the mandatory offer
price is in principle deemed to be a reasonable price,
which has to be accepted by minority sharehold-
ers. In the event of a voluntary public offer, the offer
price is considered reasonable if at least 90% of the
shares have been acquired under the public offer.
Pursuant to article 2:359d of the DCC, if the of-
feror has acquired at least 95% of the issued share
capital of Ferrari representing at least 95% of the to-
tal voting rights, each remaining minority sharehold-
er is entitled to demand a squeeze out. This proce-
dure must be initiated with the Enterprise Chamber
within three months after the end of the period for
tendering Shares in the public offer. With regard to
the price per share to be paid by the majority Share-
holder, the same procedure as for squeeze out pro-
ceedings initiated by the offeror, as set out in the
previous paragraph, applies.
DISCLOSURE OF TRADES IN LISTED SECURITIES
DISCLOSURE UNDER DUTCH LAW
Pursuant to the AFS and the Market Abuse Regula-
tion (EU) No 596/2014 (the “Market Abuse Regula-
tion”), each of the members of the Board of Direc-
tors and any other person discharging managerial
responsibilities within Ferrari and who in that ca-
pacity is authorized to make decisions affecting
the future developments and business prospects
of Ferrari and who has regular access to inside in-
formation relating, directly or indirectly, to Ferrari
(each, an “Insider”) must notify the AFM of all trans-
actions, conducted or carried out for his/her own
account, relating to Ferrari common shares, special
voting shares or financial instruments, the value of
which is (in part) determined by the value of Ferrari
common shares or special voting shares.
In addition, persons who are closely associated
with members of the Board of Directors or any of
the other Insiders must notify the AFM of all trans-
actions conducted for their own account relating to
Ferrari’s shares or financial instruments, the value
of which is (in part) determined by the value of Ferra-
ri’s shares. The Market Abuse Regulation designates
the following categories of persons: (i) the spouse or
any partner considered by applicable law as equiva-
lent to the spouse, (ii) dependent children, (iii) other
relatives who have shared the same household for
at least one year at the relevant transaction date, and
(iv) any legal person, trust or partnership, among
other things, whose managerial responsibilities are
discharged by a member of the Board of Directors
or any other Insider or by a person referred to under
(i), (ii) or (iii) above.
The AFM must be forthwith notified of transac-
tions effected in either Ferrari’s shares or financial
instruments, the value of which is (in part) deter-
mined by the value of Ferrari’s shares, following the
transaction date by means of a standard form. No-
tifications under the Market Abuse Regulation may
however be postponed until the date that the value
of the transactions carried out on a person’s own
account, together with the transactions carried out
by the persons associated with that person, reach-
es or exceeds the amount of €5,000 in the calendar
year in question. The AFM keeps a public register of
all notifications made pursuant to the AFS and the
Market Abuse Regulation.
Ferrari is required to make inside information
public. Inside information is precise information di-
rectly or indirectly relating to the issuer or the trade
in its securities which has not yet been made public
and publication of which could significantly affect
the trading price of the securities. Ferrari must also
provide the CONSOB with this inside information at
the time of publication. Furthermore, Ferrari must
without delay publish the inside information on its
website and keep it available on Ferrari’s website for
at least five years.
It is prohibited for any person to make use of
inside information by conducting, effecting or at-
tempting to conduct or effect a transaction in rele-
vant financial instruments. In addition, it is prohibited
for any person to pass on inside information relating
to Ferrari or the trade in its securities to a third par-
ty or to recommend or induce, on the basis of inside
information, any person to conduct a transaction in
securities of Ferrari. Furthermore, it is prohibited
for any person to manipulate or attempt to manipu-
late the market, for instance by conducting transac-
tions which could lead to an incorrect or misleading
signal of the supply of, the demand for or the price
of the securities. The provisions of the Market Abuse
Regulation concerning insider trading and manip-
ulation of the market are self-executing and imme-
diately applicable Italian law. Moreover, on October
2016 CONSOB started a process for the review (in
light of the Market Abuse Regulation) of certain reg-
ulatory provisions contained in the Issuers’ Regula-
tion no. 11971/1999.
Non-compliance with these reporting obliga-
tions could lead to criminal penalties, administrative
fines and cease-and-desist orders (and the publica-
tion thereof), imprisonment or other sanctions.
146
BOARD REPORTFERRARI N.V. 2023 ANNUAL REPORT AND FORM 20-F SHAREHOLDER DISCLOSURE AND REPORTING
OBLIGATIONS UNDER U.S. LAW
shares or on the price of related derivative financial
instruments (the “Inside Information”).
Holders of Ferrari shares are subject to certain U.S.
reporting requirements under the Securities Ex-
change Act of 1934 (the “Exchange Act”) for share-
holders owning more than 5 percent of any class of
equity securities registered pursuant to Section 12
of the Exchange Act. Among the reporting require-
ments are disclosure obligations intended to inform
the market of significant accumulations of shares
that may lead to a change of control of an issuer.
If Ferrari were to fail to qualify as a foreign pri-
vate issuer in the future, Section 16(a) of the Ex-
change Act would require Ferrari’s Directors and
executive officers, and persons who own more than
ten percent of a registered class of Ferrari’s equity
securities, to file reports of ownership of, and trans-
actions in, Ferrari’s equity securities with the SEC.
Such Directors, executive officers and ten percent
stockholders would also be required to furnish Fer-
rari with copies of all Section 16 reports they file.
DISCLOSURE REQUIREMENTS
UNDER ITALIAN LAW
Summarized below are the most significant require-
ments to be complied with by Ferrari in connection
with the admission to listing of Ferrari common
shares on the Euronext Milan. The breach of the
obligations described below may result in the ap-
plication of fines and criminal penalties (including,
for instance, those provided for insider trading and
market manipulation). Further requirements may be
imposed by CONSOB and/or Borsa Italiana as a re-
sult of the listing of Ferrari common shares on the
Euronext Milan.
In particular, the following main disclosure ob-
ligations provided for by the Legislative Decree no.
58/1998, or the Italian Financial Act, effective as of
the date of this document shall apply to Ferrari, arti-
cle 92 (equal treatment principle), article 114 (infor-
mation to be provided to the public), article 114-bis
(information to be provided to the market concern-
ing the allocation of financial instruments to corpo-
rate officers, employees and collaborators), article
115 (information to be disclosed to CONSOB) and ar-
ticle 180 and the following (relating to insider trading
and market manipulation). In addition to the above,
the applicable provisions set forth under the market
rules (including those relating to the timing for the
payment of dividends) shall apply to Ferrari.
DISCLOSURE OF INSIDE INFORMATION
Pursuant to the Market Abuse Regulation, Ferrari
shall disclose to the public, without delay, any inside
information which: (i) is of a precise nature, (ii) has
not been made public, (iii) relates, directly or indi-
rectly, to Ferrari or Ferrari’s common shares, and
(iv) if it were made public, would be likely to have a
significant effect on the prices of Ferrari’s common
In this regard, Inside Information shall be deemed
to be of a precise nature if: (a) it indicates a set of cir-
cumstances which exists or which may reasonably
be expected to come into existence, or an event which
has occurred or which may reasonably be expected
to occur and (b) it is specific enough to enable a con-
clusion to be drawn as to the possible effect of that
set of circumstances or events on the prices of the
financial instruments (i.e., Ferrari’s common shares)
or the related derivative financial instruments.
The above disclosure requirement shall be com-
plied with through the publication of a press release
by Ferrari, in accordance with the modalities set
forth under the Market Abuse Regulation, Dutch and
Italian law, disclosing to the public the relevant Inside
Information. The provisions of the MAR concerning
the disclosure of inside information are self-execut-
ing and immediately applicable under Italian law.
Under specific circumstances, CONSOB may at
any time request: (a) Ferrari to disclose to the pub-
lic specific information or documentation where
deemed appropriate or necessary or alternatively
(b) to be provided with specific information or docu-
mentation. For this purpose, CONSOB has wide pow-
ers to, among other things, carry out inspections or
request information to the members of the manag-
ing board, the members of the supervisory board or
to the external auditor.
Ferrari shall publish and transmit to CONSOB
any information disseminated in any non-EU-coun-
tries where Ferrari’s common shares are listed (i.e.,
the United States), if this information is significant
for the purposes of the evaluation of Ferrari’s com-
mon shares listed on the Euronext Milan.
INSIDERS’ REGISTER
Pursuant to the Market Abuse Regulation, Ferrari and
its subsidiaries, as well as persons acting on their
behalf or for their account, shall draw up, and keep
promptly updated, a list of persons who, in the exer-
cise of their employment, profession or duties, have
access to Inside Information. Ferrari shall provide
such list to the competent authority at its request.
PUBLIC TENDER OFFERS
Certain rules provided for under Italian law with re-
spect to both voluntary and mandatory public ten-
der offers shall apply to any offer launched for Fer-
rari’s common shares. In particular, among other
things, the provisions concerning the tender offer
price, the content of the offer document and the dis-
closure of the tender offer will be subject to the su-
pervision by CONSOB and Italian law.
ELECTION AND REMOVAL OF DIRECTORS
The Ferrari Articles of Association provide that the
Board of Directors shall be composed of three or
147
FERRARI N.V. 2023 ANNUAL REPORT AND FORM 20-FBOARD REPORT more members. Directors are appointed by a simple
majority of the votes validly cast at a General Meet-
ing. The General Meeting may at any time suspend or
dismiss any Director.
DISCLOSURES PURSUANT TO DECREE ARTICLE
10 EU-DIRECTIVE ON TAKEOVERS
In accordance with the Dutch Besluit artikel 10 over-
namerichtlijn (the “Decree”), the Company makes the
following disclosures:
• For information on the capital structure of the
Company, the composition of the issued share
capital and the existence of the two classes of
shares, please refer to Note 13 to the Company
Financial Statements in this Annual Report. For
information on the rights attached to the com-
mon shares, please refer to the Company’s Ar-
ticles of Association. To summarize, the rights
attached to common shares comprise pre-emp-
tive rights upon issuance of common shares,
the entitlement to attend to the general meeting
of Shareholders and to speak and vote at that
meeting and the entitlement to distributions of
such amount of the Company’s profit as remains
after allocation to reserves. For information on
the rights attached to the special voting shares,
please refer to the Articles of Association and
the Terms and Conditions for the Special Voting
Shares which can both be found on the Compa-
ny’s website and more in particular to the para-
graph “Loyalty Voting Program” of this Annual
Report. At December 31, 2023, the issued share
capital of the Company consisted of 193,923,499
common shares, representing approximate-
ly 75.38 percent of the aggregate issued share
capital, and 63,349,112 special voting shares,
representing approximately 24.62 percent of the
aggregate issued share capital.
• The Company has imposed no limitations on the
transfer of common shares. The Articles of As-
sociation provide in Article 13 for transfer re-
strictions for special voting shares.
• For information on participations in the Compa-
ny’s capital in respect of which pursuant to Sec-
tions 5:34, 5:35 and 5:43 of the Dutch Financial
Supervision Act (Wet op het financieel toezicht)
notification requirements apply, please refer to
the chapter “Major Shareholders” of this Annual
Report. There you will find a list of Shareholders
who are known to the Company to have holdings
of 3 percent or more at the stated date.
• No special control rights or other rights accrue
• A mechanism for verifying compliance with a
to shares in the capital of the Company.
scheme allowing employees to subscribe for or
to acquire shares in the capital of the company
or a subsidiary if the employees do not arrange
for such verification directly is not applicable to
the Company.
• No restrictions apply to voting rights attached
148
to shares in the capital of the Company, nor are
there any deadlines for exercising voting rights.
The Articles of Association allow the Company to
cooperate in the issuance of registered deposi-
tary receipts for common shares, but only pur-
suant to a resolution to that effect of the Board of
Directors. The Company is not aware of any de-
pository receipts having been issued for shares
in its capital.
• The Company is not aware of the existence of any
agreements with Shareholders which may result
in restrictions on the transfer of shares or limita-
tion of voting rights except for the shareholders’
agreement, dated December 23, 2015 between
Exor (formerly Exor S.p.A.) and Piero Ferrari, re-
cently amended to reflect adherence by Trust
Piero Ferrari, which became effective upon the
completion of the Separation on January 3, 2016
(the “Shareholders’ Agreement”). The Sharehold-
includes certain preemption
ers’ Agreement
rights of Exor in the event of a proposed transfer
of common shares by Piero Ferrari, and certain
rights of first offer of Piero Ferrari in the event of
a proposed transfer of common shares by Exor,
in each case subject to the exceptions set forth in
the Shareholders’ Agreement. The Shareholders’
Agreement will remain in force until the fifth anni-
versary of the Separation provided that if neither
of the parties to the Shareholders’ Agreement
terminates the Shareholders’ Agreement within
six months before the end of the initial term, then
the Shareholders’ Agreement shall be renewed
automatically for another five year term. Since
neither of the parties to the Shareholders’ Agree-
ment terminated it within six months before Jan-
uary 3, 2021, the Shareholders’ Agreement was
automatically renewed for another five year term
and, therefore, until January 3, 2026. On Decem-
ber 16, 2022, Exor N.V., Mr. Piero Ferrari and Trust
Piero Ferrari entered into an adherence and
amendment agreement whereby Trust Piero Fer-
rari became a party to the Shareholders’ Agree-
ment and certain terms of the Shareholders’
Agreement were amended. The Shareholders’
Agreement, as so amended, is governed by the
laws of the Netherlands and it mainly concerns
the “acting in concert” and certain pre-emption
rights and rights of first offer with respect to the
shares of the Company.
• The rules governing the appointment and dis-
missal of members of the Board of Directors
are stated in the Articles of Association of the
Company. All members of the Board of Directors
are appointed by the general meeting of Share-
holders. The term of office of all members of the
Board of Directors is for a period of approximate-
ly one year after appointment, such period expir-
ing on the day the first Annual General Meeting
of Shareholders is held in the following calendar
year. The general meeting of Shareholders has
the power to suspend or dismiss any member of
the Board of Directors at any time. The rules gov-
BOARD REPORTFERRARI N.V. 2023 ANNUAL REPORT AND FORM 20-F erning an amendment of the Articles of Associa-
tion are stated in the Articles of Association and
require a resolution of the general meeting of
Shareholders which can only be passed pursu-
ant to a prior proposal of the Board of Directors.
• The general powers of the Board of Directors
are stated in the Articles of Association of the
Company. Pursuant to the resolution of the An-
nual General Meeting held on April 14, 2023, the
Board of Directors has been authorized to issue
common shares in the capital of the Company
and to grant rights to subscribe for common
shares in the capital of the Company. This autho-
rization is limited in respect of common shares
to 10 percent of the issued common shares for
general corporate purposes as of the date of the
2023 Annual General Meeting (i.e. April 14, 2023),
which can be used for any and all purposes nec-
essary in the opinion of the Board of Directors.
The authorization has been granted for a peri-
od of 18 months starting from the date of the
2023 Annual General Meeting of Shareholders
on April 14, 2023 up to and including October 13,
2024. The Board of Directors has also been des-
ignated for the same period as the authorized
body to limit or exclude the rights of pre-emp-
tion of shareholders in connection with the au-
thority of the Board of Directors to issue com-
mon shares and grant rights to subscribe for
common shares as referred to above. Pursuant
to the resolution of the Annual General Meeting
held on April 13, 2022, the Board of Directors has
been further authorized to issue special voting
shares in the capital of the Company and to grant
rights to subscribe for special voting shares in
the capital of the Company. This authorization
is limited in respect of special voting shares to
10 percent of the maximum aggregate amount
of special voting shares as provided for in the
Company’s authorized share capital. The autho-
rization has been granted for a period of 5 years
starting from the date of the 2022 Annual Gener-
al Meeting of Shareholders on April 13, 2022 up
to and including April 12, 2027. In the event of an
issuance of special voting shares, shareholders
have no right of pre-emption. The Company has
the authority to acquire fully paid-up shares in its
own share capital, provided that such acquisi-
tion is made for no consideration. Further rules
governing the acquisition of shares by the Com-
pany in its own share capital are set out in article
8 of the Articles of Association.
• The Company is not a party to any significant
agreements which will take effect, will be altered
or will be terminated upon a change of control of
the Company as a result of a public offer within
the meaning of Section 5:70 of the Dutch Financial
Supervision Act (Wet op het financieel toezicht),
provided that certain of the loan agreements
entered into by the Company contain clauses
that, as is customary for financing agreements
of similar type, may require early repayment or
termination in the event of a change of control of
the Company.
• The Company did not enter into any agreement
with a Director or employee of the Company pro-
149
FERRARI N.V. 2023 ANNUAL REPORT AND FORM 20-FBOARD REPORT viding for a payment / distribution upon termina-
tion of employment as a result of a public offer
within the meaning of article 5:70 of the Dutch
Financial Supervision Act.
GENERAL MEETING OF SHAREHOLDERS
At least one general meeting of shareholders shall
be held every year, which meeting shall be held with-
in six months after the close of the financial year.
Furthermore, general meetings of shareholders
shall be held in the case referred to in Section 2:108a
of the Dutch Civil Code as often as the Board of Di-
rectors, the Chairman or the Chief Executive Officer
deems it necessary to hold them or as otherwise re-
quired by Dutch law, without prejudice to what has
been provided in the next paragraph hereof.
Shareholders solely or jointly representing at
least ten percent (10 percent) of the issued share
capital may request the Board of Directors, in writ-
ing, to call a general meeting of shareholders, stat-
ing the matters to be dealt with.
If the Board of Directors fails to call a meeting, then
such shareholders may, on their application, be au-
thorized by the interim provisions judge of the court
(voorzieningenrechter van de rechtbank) to convene
a general meeting of shareholders. The interim provi-
sions judge (voorzieningenrechter van de rechtbank)
shall reject the application if he is not satisfied that the
applicants have previously requested the Board of Di-
rectors in writing, stating the exact subjects to be dis-
cussed, to convene a general meeting of shareholders.
General meetings of shareholders shall be held
in Amsterdam or Haarlemmermeer (Schiphol Air-
port), the Netherlands, and shall be called by the
Board of Directors, the Chairman or the Chief Exec-
utive Officer, in such manner as is required to com-
ply with the law and the applicable stock exchange
regulations, not later than on the forty-second day
prior to the day of the meeting.
All convocations of general meetings of share-
holders and all announcements, notifications and
communications to shareholders shall be made by
means of an announcement on the Company’s cor-
porate website and such announcement shall re-
main accessible until the relevant general meeting of
shareholders. Any communication to be addressed
to the general meeting of shareholders by virtue of
Dutch law or the Articles of Association, may be ei-
ther included in the notice, referred to in the preced-
ing sentence or, to the extent provided for in such
notice, on the Company’s corporate website and/or
in a document made available for inspection at the
office of the Company and such other place(s) as the
Board of Directors shall determine.
Convocations of general meetings of sharehold-
ers may be sent to Shareholders through the use of
an electronic means of communication to the ad-
dress provided by such Shareholders to the Compa-
ny for this purpose. The notice shall state the place,
date and hour of the meeting and the agenda of the
meeting as well as the other data required by law.
An item proposed in writing by such number of
Shareholders who, by Dutch law, are entitled to make
such proposal, shall be included in the notice or shall
be announced in a manner similar to the announce-
ment of the notice, provided that the Company has
received the relevant request, including the reasons
for putting the relevant item on the agenda, no later
than the sixtieth day before the day of the meeting.
Pursuant to Dutch law, the board of a listed
company has the power to invoke a cooling-off pe-
riod of up to 250 days in the event of (i) a request
by one or more shareholders for consideration of
a proposal to appoint, suspend or dismiss one or
more members of the board, or (ii) when an unso-
licited public bid has been announced or made for
the shares of the listed company. The decision by
the board to invoke the cooling-off period is subject
to supervisory board approval. To invoke the cool-
ing-off period, the request under i) or the public bid
under ii) must in the view of the board be substan-
tially contrary to the interest of the listed company
and its affiliated enterprises.
The agenda of the annual general meeting of share-
holders shall contain, inter alia, the following items:
• adoption of the annual report;
• the remuneration report;
• at least every four years after adoption of the re-
• the policy of the Company on additions to re-
• granting of discharge to the Directors in respect
muneration policy, the remuneration policy;
serves and on dividends, if any;
of the performance of their duties in the relevant
financial year;
• the appointment of Directors;
• if applicable, the proposal to pay a dividend;
• if applicable, discussion of any substantial
change in the corporate governance structure
of the Company; and
• any matters decided upon by the person(s) con-
vening the meeting and any matters placed on
the agenda with due observance of applicable
Dutch law.
The Board of Directors shall provide the general
meeting of shareholders with all requested informa-
tion, unless this would be contrary to an overriding
interest of the Company. If the Board of Directors
invokes an overriding interest, it must give reasons.
When convening a general meeting of share-
holders, the Board of Directors shall determine that,
for the purpose of Article 19 and Article 20 of the Ar-
ticles of Association, persons with the right to vote
or attend meetings shall be considered those per-
sons who have these rights at the twenty-eighth day
prior to the day of the meeting (the “Record Date”)
and are registered as such in a register to be desig-
nated by the Board of Directors for such purpose, ir-
respective whether they will have these rights at the
date of the meeting. In addition to the Record Date,
the notice of the meeting shall further state the man-
ner in which shareholders and other parties with
150
BOARD REPORTFERRARI N.V. 2023 ANNUAL REPORT AND FORM 20-F meeting rights may have themselves registered and
the manner in which those rights can be exercised.
The general meeting of shareholders shall be
presided over by the Chairman or, in his absence, by
the person chosen by the Board of Directors to act
as chairman for such meeting.
One of the persons present designated for that
purpose by the chairman of the meeting shall act as
secretary and take minutes of the business trans-
acted. The minutes shall be confirmed by the chair-
man of the meeting and the secretary and signed by
them in witness thereof.
The minutes of the general meeting of share-
holders shall be made available, on request, to the
shareholders no later than three months after the
end of the meeting, after which the shareholders
shall have the opportunity to react to the minutes in
the following three months. The minutes shall then
be adopted in the manner as described in the pre-
ceding paragraph.
If an official notarial record is made of the busi-
ness transacted at the meeting then minutes need
not be drawn up and it shall suffice that the official
notarial record be signed by the notary.
As a prerequisite to attending the meeting and,
to the extent applicable, exercising voting rights, the
shareholders entitled to attend the meeting shall be
obliged to inform the Board of Directors in writing
within the time frame mentioned in the convening
notice. At the latest this notice must be received by
the Board of Directors on the day mentioned in the
convening notice.
Shareholders and those permitted by Dutch law
to attend the general meetings of shareholders may
cause themselves to be represented at any meeting
by a proxy duly authorized in writing, provided they
shall notify the Company in writing of their wish to be
represented at such time and place as shall be stat-
ed in the notice of the meetings. For the avoidance
of doubt, such attorney is also authorized in writing
if the proxy is documented electronically. The Board
of Directors may determine further rules concern-
ing the deposit of the powers of attorney; these shall
be mentioned in the notice of the meeting.
The Company is exempt from the proxy rules un-
der the Exchange Act.
The chairman of the meeting shall decide on the
admittance to the meeting of persons other than
those who are entitled to attend.
For each general meeting of shareholders, the
Board of Directors may decide that shareholders
shall be entitled to attend, address and exercise
voting rights at such meeting through the use of
electronic means of communication, provided that
shareholders who participate in the meeting are
capable of being identified through the electronic
means of communication and have direct cogni-
zance of the discussions at the meeting and the ex-
ercising of voting rights (if applicable). The Board of
Directors may set requirements for the use of elec-
tronic means of communication and state these in
the convening notice. Furthermore, the Board of Di-
rectors may for each general meeting of sharehold-
ers decide that votes cast by the use of electronic
means of communication prior to the meeting and
received by the Board of Directors shall be consid-
ered to be votes cast at the meeting. Such votes may
not be cast prior to the Record Date. Whether the
provision of the foregoing sentence applies and the
procedure for exercising the rights referred to in
that sentence shall be stated in the notice.
Prior to being allowed admittance to a meeting,
a shareholder and each person entitled to attend
the meeting, or its attorney, shall sign an attendance
list, while stating his name and, to the extent applica-
ble, the number of votes to which he is entitled. Each
shareholder and other person attending a meeting
by the use of electronic means of communication
and identified in accordance with the above shall be
registered on the attendance list by the Board of Di-
rectors. In the event that it concerns an attorney of
a shareholder or another person entitled to attend
the meeting, the name(s) of the person(s) on whose
behalf the attorney is acting, shall also be stated.
The chairman of the meeting may decide that the at-
tendance list must also be signed by other persons
present at the meeting.
The chairman of the meeting may determine the
time for which shareholders and others entitled to
attend the general meeting of shareholders may
speak if he considers this desirable with a view to
the orderly conduct of the meeting as well as other
procedures that the chairman considers desirable
for the efficient and orderly conduct of the business
of the meeting.
Ferrari applies the one-share-one-vote principle,
meaning that every share (whether common or spe-
cial voting) shall confer the right to cast one vote.
Shares in respect of which Dutch law determines
that no votes may be cast shall be disregarded for the
purposes of determining the proportion of share-
holders voting, present or represented or the pro-
portion of the share capital present or represented.
All resolutions shall be passed with an absolute
majority of the votes validly cast unless otherwise
specified in the Articles of Association. Blank votes
shall not be counted as votes cast.
All votes shall be cast in writing or electronically.
The chairman of the meeting may, however, deter-
mine that voting by raising hands or in another man-
ner shall be permitted.
Voting by acclamation shall be permitted if none
of the shareholders present or represented objects.
No voting rights shall be exercised in the gener-
al meeting of shareholders for shares owned by the
Company or by a subsidiary of the Company. Pledg-
ees and usufructuaries of shares owned by the
Company and its subsidiaries shall however not be
excluded from exercising their voting rights, if the
right of pledge or usufruct was created before the
shares were owned by the Company or a subsidiary.
Neither the Company nor any of its subsidiaries may
exercise voting rights for shares in respect of which
it holds a right of pledge or usufruct. Without preju-
151
FERRARI N.V. 2023 ANNUAL REPORT AND FORM 20-FBOARD REPORT dice to the Articles of Association, the Company shall
determine for each resolution passed:
• the number of shares on which valid votes have
• the percentage that the number of shares as re-
been cast;
ferred to under a. represents in the issued share
capital;
• the aggregate number of votes validly cast; and
• the aggregate number of votes cast in favor of
and against a resolution, as well as the number
of abstentions.
ISSUANCE OF SHARES
The general meeting of shareholders or alternative-
ly the Board of Directors, if it has been designated
to do so by the general meeting of shareholders,
shall have authority to resolve on any issuance of
shares and rights to subscribe for shares. The gen-
eral meeting of shareholders shall, for as long as
any such designation of the Board of Directors for
this purpose is in force, no longer have authority to
decide on the issuance of shares and rights to sub-
scribe for shares.
For a period of five years from January 2, 2016
the Board of Directors has been irrevocably autho-
rized to issue shares and rights to subscribe for
shares up to the maximum aggregate amount of
shares as provided for in the company’s authorized
share capital as set out in Article 4.1 of the Articles of
Association, as amended from time to time.
The general meeting of shareholders or the
Board of Directors if so designated in accordance
with the Articles of Association, shall decide on the
price and the further terms and conditions of issu-
ance, with due observance of what has been pro-
vided in relation thereto in Dutch law and the Arti-
cles of Association.
If the Board of Directors is designated to have au-
thority to decide on the issuance of shares or rights
to subscribe for shares, such designation shall spec-
ify the class of shares and the maximum number of
shares or rights to subscribe for shares that can be
issued under such designation. When making such
designation the duration thereof, which shall not
be for more than five years, shall be resolved upon
at the same time. The designation may be extend-
ed from time to time for periods not exceeding five
years. The designation may not be withdrawn unless
otherwise provided in the resolution in which the
designation is made.
Pursuant to the resolution of the Annual General
Meeting held on April 14, 2023, the Board of Direc-
tors has been authorized to issue common shares
in the capital of the Company and to grant rights to
subscribe for common shares in the capital of the
Company. This authorization is limited in respect of
common shares to 10 percent of the issued com-
mon shares for general corporate purposes as of
the date of the 2023 Annual General Meeting (i.e. April
152
14, 2023), which can be used for any and all purposes
necessary in the opinion of the Board of Directors.
The authorization has been granted for a period of
18 months starting from the date of the 2023 Annual
General Meeting of Shareholders on April 14, 2023
up to and including October 13, 2024. The Board of
Directors has also been designated for the same pe-
riod as the authorized body to limit or exclude the
rights of pre-emption of shareholders in connection
with the authority of the Board of Directors to issue
common shares and grant rights to subscribe for
common shares as referred to above. Pursuant to
the resolution of the Annual General Meeting held on
April 13, 2022, the Board of Directors has been fur-
ther authorized to issue special voting shares in the
capital of the Company and to grant rights to sub-
scribe for special voting shares in the capital of the
Company. This authorization is limited in respect of
special voting shares to 10 percent of the maximum
aggregate amount of special voting shares as pro-
vided for in the Company’s authorized share capital.
The authorization has been granted for a period of 5
years starting from the date of the 2022 Annual Gen-
eral Meeting of Shareholders on April 13, 2022 up to
and including April 12, 2027.
Payment for shares shall be made in cash unless
another form of consideration has been agreed.
Payment in a currency other than Euro may only be
made with the consent of the Company.
The Board of Directors has also been designated
as the authorized body to limit or exclude the rights
of pre-emption of shareholders in connection with
the authority of the Board of Directors to issue com-
mon shares and grant rights to subscribe for com-
mon shares as referred to above.
In the event of an issuance of common shares
every holder of common shares shall have a right
of pre-emption with regard to the common shares
or rights to subscribe for common shares to be is-
sued in proportion to the aggregate nominal value of
his common shares, provided however that no such
right of pre-emption shall exist in respect of shares or
rights to subscribe for common shares to be issued
to employees of the Company or of a group company
pursuant to any option plan of the Company.
A shareholder shall have no right of pre-emption
for shares that are issued against a non-cash con-
tribution.
In the event of an issuance of special voting
shares to qualifying shareholders, shareholders
shall not have any right of pre-emption.
The general meeting of shareholders or the
Board of Directors, as the case may be, shall de-
cide when passing the resolution to issue shares or
rights to subscribe for shares in which manner the
shares shall be issued and, to the extent that rights of
pre-emption apply, within what period those rights
may be exercised.
BOARD REPORTFERRARI N.V. 2023 ANNUAL REPORT AND FORM 20-F FERRARI LEADERSHIP TEAM
On certain key operational matters, the CEO is supported by the FLT, which
is responsible for reviewing the operating performance of the business,
collaborating on certain operational matters, supporting the Chief Exec-
utive Officer with his tasks, and executing decisions of the Board of Direc-
tors and the day-to-day management of the Company, primarily as it re-
lates to the operational management. Set forth below are the names, year
of birth and position of each of the members of the FLT of Ferrari. Unless
otherwise indicated, the business address of each person listed below
will be c/o Ferrari, Via Abetone Inferiore n. 4, I-41053 Maranello (MO), Italy.
Year of Birth
Position
1976
1969
1964
1984
1979
1969
1968
1969
1969
1966
1970
1972
1968
1972
1965
1979
1974
1968
Executive Chairman and Executive Director
Chief Executive Officer
Chief Financial Officer
Chief Technologies and Infrastructures Officer
Chief Manufacturing Officer
Chief Human Resources Officer
General Counsel
Chief Product Development Officer
Chief Digital & Data Officer
Chief Marketing and Commercial Officer
Chief Racing Revenue Officer
Chief Research & Development Officer
Chief Brand Officer
Chief Internal Audit, Risk and Compliance Officer
Chief Design Officer
Chief Communications Officer
Chief Purchasing & Quality Officer
Scuderia Ferrari Team Principal & General Manager
Name
John Elkann
Benedetto Vigna
Antonio Picca Piccon
Davide Abate
Andrea Antichi
Michele Antoniazzi
Carlo Daneo
Gianmaria Fulgenzi
Silvia Gabrielli
Enrico Galliera
Lorenzo Giorgetti
Ernesto Lasalandra
Maria Carla Liuni
Marco Lovati
Flavio Manzoni
Francesca Montini
Angelo Pesci
Frédéric Vasseur
Summary biographies for the current members of
the FLT are included below:
JOHN ELKANN
See the “—Board of Directors” section above.
BENEDETTO VIGNA
See the “—Board of Directors” section above.
ANTONIO PICCA PICCON
FCA, where he covered several senior roles in fi-
nance and financial services, including CFO of Ive-
co Group, CEO of FGA Capital (now FCA Bank) and
Group Treasurer and Head of Financial Services for
FCA. He started his career in banking, in various po-
sitions within Sanpaolo IMI group. He also served as
a member of the Board of Directors of Ferrari, Fiat
Group Automobiles, Magneti Marelli, Maserati and
Teksid. Mr. Picca Piccon graduated in Economics
and Business Administration from the University of
Turin and holds an MPhil in Economics from the Uni-
versity of Cambridge.
Mr. Antonio Picca Piccon is Chief Financial Officer
since July 2018. Before joining Ferrari, he held the
position of CFO in Ariston Thermo Group, includ-
ing responsibilities for Legal and Corporate Affairs
and ICT, since November 2014. Prior to such as-
signment he spent 15 years within Fiat Group and
DAVIDE ABATE
Mr. Davide Abate is Chief Technologies and Infra-
structures Officer since January 2022. Previously he
held the position of Head of Technologies at Ferrari
since October 2020, and various managerial roles in
153
FERRARI N.V. 2023 ANNUAL REPORT AND FORM 20-FBOARD REPORT the manufacturing area such as Head of Prototype
Construction from 2017 to 2020. Prior to joining Fer-
rari in 2012, he covered technical managerial roles
at Ducati Motor Holding. Mr. Abate holds the Ferrari
Corporate Executive MBA from the Bologna Busi-
ness School and a master in Process Engineering
at Bocconi School of Management, as well as a mas-
ters’ degree in Automotive Engineering from the Tu-
rin Polytechnic.
ANDREA ANTICHI
Mr. Andrea Antichi was appointed Chief Manufactur-
ing Officer in January 2022. Previously he was Head
of Vehicle at Ferrari since June 2018. During his ca-
reer he covered various managerial roles at Ferrari
in the manufacturing area such as Head of Engine
Assembly and Machining from 2014 to 2018 and En-
gine Assembly and Machining Process Engineering
Manager from 2008 to 2013. Prior to joining Ferra-
ri in 2006, he held technical roles in Piaggio and re-
searcher in Computational Biomechanics at Istituti
Ortopedici Rizzoli. Mr. Antichi holds the Ferrari Cor-
porate Executive MBA from the Bologna Business
School, as well as a masters’ degree in Mechanical
Engineering from the University of Pisa.
MICHELE ANTONIAZZI
Mr. Michele Antoniazzi is Chief Human Resources Of-
ficer since April 2016. Before joining Ferrari, he held
several senior roles in Magneti Marelli, becoming the
Human Resources Director of the Automotive Light-
ing business line in 2012. Prior to that experience he
was the Human Resources Director of the Suspen-
sion Systems business line from 2009 to 2012 and
the Head of Organizational Development for the Sec-
tor Magneti Marelli from 2006 to 2012. He graduat-
ed from the University of Padova with a degree in
Industrial and Organizational Psychology.
CARLO DANEO
Mr. Carlo Daneo was appointed as our General
Counsel in July 2015, as a member of the Board of
Directors of Ferrari North America Inc. in February
2017, as a member of the Supervisory Body of Fer-
rari S.p.A. in August 2015 and Data Protection Offi-
cer of the Ferrari Group in February 2018. Prior to
joining Ferrari, he held several senior positions in
the FCA legal area, including the role of Senior Vice
President and Legal Counsel in Finance and Financial
Services of FCA from 2008 until 2015 and the role of
General Counsel in Fiat Chrysler Finance S.p.A. (pre-
viously Fiat Finance S.p.A.) from 2003 to 2015. He
started his career in 1995 with a work experience
at the United Nations at the International Trade Cen-
ter Unctad / WTO in Geneva and since 1996 in the
legal profession in law firms with experience in the
Corporate, Finance and Capital Markets areas in pri-
mary international law firms in Italy and abroad until
2003. He graduated in Law at the University of Turin,
did a master’s degree organized by the University
Institute of European Studies in international law at
the International Labour Organization of Turin and
obtained the title of Lawyer.
GIANMARIA FULGENZI
Mr. Gianmaria Fulgenzi is Chief Product Develop-
ment Officer since January 2022. Previously he was
Head of GeS Supply Chain of Ferrari since March
2019. He also worked in the product development
and manufacturing area, as Head of Rear Engine
Car Platform from 2015 to 2019 and Head of Pow-
ertrain Production from 2008 to 2010. Prior to join-
ing Ferrari in 2002, he covered technical managerial
roles at PiaggioAero Industries. Mr. Fulgenzi holds a
master in Management from the London Business
School, as well as a masters’ degree in Aerospace
Engineering from the Turin Polytechnic.
SILVIA GABRIELLI
Ms. Silvia Gabrielli was appointed Chief Digital & Data
Officer in January 2022. Previously, she held the po-
sition of Head of IT Digital & Analytics since July 2019.
Prior to joining Ferrari she held the position of Digital
Transformation Advisor at Microsoft. From 1996 to
2017 she worked as a business consultant and busi-
ness development manager in different companies,
such as SAP, A.T. Kearney and Accenture. Ms. Gabri-
elli holds a masters’ degree in Business Administra-
tion from the Bocconi University.
ENRICO GALLIERA
Mr. Enrico Galliera was appointed as our Chief Mar-
keting and Commercial Officer in April 2010. From
1990 to 2010 he worked for Barilla S.p.A, where he
held multiple positions, ultimately becoming Europe
and export market unit director. During his time at
Barilla S.p.A., Mr. Galliera also served as director of
customer business development for Europe, gener-
al manager for South West Europe and trade mar-
keting director for Italy. Mr. Galliera holds a degree in
economics and political science from the University
of Parma.
LORENZO GIORGETTI
Mr. Lorenzo Giorgetti was appointed Chief Racing
Revenue Officer in February 2023. His career has
seen him gain extensive experience in growing
businesses across sports clubs, the media and the
world of luxury. Prior to joining Ferrari, he was Chief
Commercial Officer at AC Milan; he has also been
Head of Licensing for major sporting events, such
as the Turin 2006 Winter Olympic Games and Milan
Cortina 2026. From 2007 to 2017, he led the com-
mercial management of RCS Media Group’s sports
division, where he was also CEO of the UAE sport
branch and is currently a member of the board of
the Global Esports Federation. He graduated in en-
154
BOARD REPORTFERRARI N.V. 2023 ANNUAL REPORT AND FORM 20-F gineering from the Politecnico di Milano and has an
MBA from SDA Bocconi.
ERNESTO LASALANDRA
Mr. Ernesto Lasalandra is Chief Research & Develop-
ment Officer since January 2022. He joined Ferrari
from his previous role as Group VP R&D General
Manager in STMicroelectronics, where over the past
decades he covered roles of increasing responsibil-
ities in Product Development and R&D. Mr. Lasalan-
dra holds a degree in Electronic Engineering from
University of Pavia.
MARIA CARLA LIUNI
Ms. Maria Carla Liuni joined Ferrari as Chief Brand
Officer in September 2022. Previously, she was Chief
Marketing Officer at Pandora, where she played a
key part in relaunching the company and boosting
its desirability. She has also led Bulgari’s marketing
division and global communications. In addition, she
spent almost 20 years at Procter & Gamble, where
she was General Manager of the Prestige division
which includes perfume, makeup and skincare for
brands such as Dolce & Gabbana, Gucci and Hugo
Boss. This encompassed multiple roles including Re-
gional Leader for the Asia-Pacific region and leading
on marketing, communication and product develop-
ment for the entire portfolio, working closely with
the fashion houses. She graduated in economics at
Rome’s Luiss University and has a master’s degree in
marketing from the IPSOA business school in Milan.
MARCO LOVATI
Mr. Marco Lovati is Chief Internal Audit, Risk and
Compliance Officer since December 2023, Chief In-
ternal Audit Officer since April 2015 and a member
of the Supervisory Body of Ferrari S.p.A. since July
2014. Prior to such assignment he spent 14 years
in the Internal Audit and Compliance department of
Fiat Group and FCA, where he covered several se-
nior positions including the role of “Financial & In-
surance Companies, Luxury Cars” and “Automotive
Europe & Financial JV Companies” Head of Audit,
also serving as member of the Supervisory Body of
different Fiat Group and FCA legal entities. Mr. Mar-
co Lovati graduated in Economics and Business Ad-
ministration from the University of Turin and holds
an MBA in Finance jointly organized by the University
of Turin and the Italian Association of Finance Direc-
tors (ANDAF).
FLAVIO MANZONI
Mr. Flavio Manzoni was appointed as our Chief De-
sign Officer in January 2010. From 2007 to 2010 he
was Director of Creative Design at the Volkswagen
Group where he was involved in designing most of
the Skoda, Bentley, Bugatti and Volkswagen recent
cars as well as redefining the aesthetic philosophy of
these brands. From 2001 to 2006, he worked at Fiat
Group as Head of Design for Lancia, Fiat and LCV. He
has also held design positions at Lancia and Seat. Mr.
Manzoni holds a degree in architecture with a thesis
in industrial design from the University of Florence.
On June 28, 2019, at the University of Sassari, he was
awarded an honorary master’s degree in “Human-
ities, Modern Philology and Cultural Industry”.
FRANCESCA MONTINI
Ms. Francesca Montini is Chief Communications Of-
ficer since April 2023. She joined Ferrari in January
2018 as Head of Brand and Corporate Communica-
tions. Over her career, Ms. Montini has built a strong
international profile in corporate and brand com-
munications working across multiple markets (Eu-
rope, the Middle East and the U.S.A.) and a variety of
powerful global brands, including Nike, Nokia, Ford,
Jeep and Ferrari. Ms. Montini holds a Masters degree
in Corporate Communications from University of
Rome, La Sapienza and the Ferrari Corporate Exec-
utive MBA from the Bologna Business School.
ANGELO PESCI
Mr. Angelo Pesci is Chief Purchasing & Quality Offi-
cer since January 2022. Angelo Pesci joined Ferrari
from STMicroelectronics, where over the past de-
cades he covered roles of increasing responsibili-
ties in Financial Planning, Supply Chain and Product
Planning, Services and Operations. Mr. Pesci holds a
Master in Business Administration from SDA Bocco-
ni, as well as a masters’ degree in Physics from Uni-
versity of Trieste.
FRÉDÉRIC VASSEUR
Mr. Frédéric Vasseur was born in Draveil, France on
May 28, 1968. In 1995, he graduated in Aeronautical
Engineering at ESTACA (École Supérieure des Tech-
niques Aéronautiques et de Construction Automo-
bile) in Paris. In 1992, while still studying, he estab-
lished RPM, preparing Formula 3 engines for Renault.
In 1996, he set up the ASM team, racing in Formula
3. He ran the operation up to 2015, winning various
titles including the French one in 1998 with David
Saelens at the wheel, going on to win the European
title four times between 2004 and 2007, with Jamie
Green, Lewis Hamilton, Paul Di Resta and Romain
Grosjean. In 2004, he created a second team, ART
Grand Prix, winning eighth teams’ championships
across GP2 and GP3 and eleven drivers’ titles includ-
ing clinching the 2016 GP3 crown with Charles Le-
clerc. An enquiring mind and a willingness to explore
new avenues led Vasseur to set up AOTech in 2010,
a company specialising in driving simulators and
CFD design. Two years later, along came Spark Rac-
ing Technology, dealing in the design and manufac-
ture of hybrid and electrical systems. The company
secured the contract to supply Formula E chassis,
when the category for fully electric single-seaters
155
FERRARI N.V. 2023 ANNUAL REPORT AND FORM 20-FBOARD REPORT was first set up by the FIA (Federation Internationale
Automobile) in 2014. Frédéric first appeared in the
Formula 1 paddock in 2016 as Renault Team Princi-
pal. The following year, he moved on to become Man-
aging Director of the Sauber Group, as well as Team
Principal of the Alfa Romeo Sauber F1 Team, which
morphed into Alfa Romeo Racing in 2019, running
Ferrari power units. After the 2022 season, he was
asked to take on the role of Scuderia FerrariTeam
Principal & General Manager, starting in his new po-
sition on January 9, 2023.
CORPORATE OFFICES
The Company is incorporated under the laws of the
Netherlands. It has its official seat in Amsterdam, the
Netherlands, and the place of effective management
of the Company is Via Abetone Inferiore n. 4 I-41053
Maranello (MO) Italy.
The business address of the Board of Directors
and the senior managers is Via Abetone Inferiore n.
4 I-41053 Maranello (MO) Italy.
The Company is registered at the Dutch trade
register under number 64060977.
The Netherlands is the Company’s home mem-
ber state for the purposes of the EU Transparency
Directive (Directive 2004/109/EC, as amended).
INTERNAL CONTROL SYSTEM
The Company has in place an internal control system
(the “System”), based on the model provided by the
COSO Framework (Committee of Sponsoring Orga-
nizations of the Treadway Commission Report – En-
terprise Risk Management model) and the principles
of the Dutch Corporate Governance Code, which
consists of a set of policies, procedures and orga-
nizational structures aimed at identifying, measur-
ing, managing and monitoring the principal risks to
which the Company is exposed. The System is inte-
grated within the organizational and corporate gov-
ernance framework adopted by the Company and
contributes to the protection of corporate assets, as
well as to ensuring the efficiency and effectiveness
of business processes, reliability of financial infor-
mation and compliance with laws, regulations, the
Articles of Association and internal procedures.
The System, which has been developed on the
basis of international best practices, relies on the so
called “Three Levels of Controls Model” as referred
to and outlined in the “Risk Management Process
and Internal Control Systems” section of this Report.
PRINCIPAL CHARACTERISTICS OF THE INTERNAL
CONTROL SYSTEM AND INTERNAL CONTROL
OVER FINANCIAL REPORTING
The Company has in place a system of risk manage-
ment and internal control over financial reporting
based on the model provided by the COSO Frame-
work, according to which the internal control sys-
tem is defined as a set of rules, procedures and tools
designed to provide reasonable assurance of the
achievement of corporate objectives.
In relation to the financial reporting process, re-
liability, accuracy, completeness and timeliness of
the information contribute to the achievement of
such corporate objectives. Risk management is an
integral part of the internal control system. A period-
ic evaluation of the system of internal control over
financial reporting is designed to ensure the over-
all effectiveness of the components of the COSO
Framework (control environment, risk assessment,
control activities, information and communication,
and monitoring) in achieving those objectives.
The Company has a system of administrative
and accounting procedures in place that ensure
a high degree of reliability in the system of internal
control over financial reporting.
The approach adopted by the Company for the
evaluation, monitoring and continuous updating of
the system of internal control over financial report-
ing, is based on a ‘top-down, risk-based’ process
consistent with the COSO Framework. This enables
focus on areas of higher risk and/or materiality,
where there is risk of significant errors, including
those attributable to fraud, in the elements of the fi-
nancial statements and related documents. The key
components of the process are:
• identification and evaluation of the source and
probability of material errors in elements of fi-
nancial reporting;
• assessment of the adequacy of key controls in
enabling ex-ante or ex-post identification of po-
tential misstatements in elements of financial re-
porting; and
• verification of the operating effectiveness of
controls based on the assessment of the risk of
misstatement in financial reporting, with testing
focused on areas of higher risk.
Identification and evaluation of the risk of misstate-
ments which could have material effects on financial
reporting is carried out through a risk assessment
process that uses a top-down approach to identify
the organizational entities, processes and the relat-
ed accounts, in addition to specific activities, which
could potentially generate significant errors. Under
the methodology adopted by the Company, risks and
related controls are associated with the accounting
and business processes upon which accounting in-
formation is based.
Significant risks identified through the assess-
ment process require definition and evaluation of
key controls that address those risks, thereby mit-
igating the possibility that financial reporting will
contain any material misstatements.
In accordance with international best practices,
the Group has two principal types of control in place:
• controls that operate at Group or subsidiary lev-
el, such as delegation of authorities and respon-
sibilities, separation of duties, and assignment
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BOARD REPORTFERRARI N.V. 2023 ANNUAL REPORT AND FORM 20-F of access rights to information technology sys-
tems; and
• controls that operate at process level, such as
authorizations, reconciliations, verification of
consistencies, etc. This category includes con-
trols for operating processes, controls for finan-
cial closing processes and cross-sector controls
carried out by captive service providers. These
controls can be preventive (i.e., designed to pre-
vent errors or fraud that could result in mis-
statements in financial reporting) or detective
(i.e., designed to reveal errors or fraud that have
already occurred). They may also be classified as
manual or automatic, such as application-based
controls relating to the technical characteristics
and configuration of information technology
systems supporting business activities.
An assessment of the design and operating effec-
tiveness of key controls is carried out through tests
performed by the Internal Audit department, both
at group and subsidiary level, using sampling tech-
niques recognized as best practices internationally.
The assessment of the controls may require the
definition of compensating controls and plans for
remediation and improvement. The results of moni-
toring are subject to periodic review by the manager
responsible for the Company’s financial reporting
and communicated by him to senior management
and to the Audit Committee (which in turn reports to
the Board of Directors).
Since 6 December 2023, our risk management
and internal control system has been enhanced with
the creation of a new department tasked with co-
ordinating the system as a whole: the Internal Audit,
Risk and Compliance Department, which reports di-
rectly to the CEO and works to ensure, in an integrat-
ed manner, that business operations are conducted
with transparency, in the interests of shareholders
and all stakeholders.
The Internal Audit, Risk and Compliance Depart-
ment comprises the following groups:
ENTERPRISE RISK MANAGEMENT
Which will now report to this new department. The
purpose of this group is to create an organized
system for identifying, assessing, managing, and
monitoring major risks that could compromise the
achievement of our strategic, operational and finan-
cial objectives.
COMPLIANCE
The purpose of which is to ensure that the actions
taken within the Company are consistent with the
applicable rules of ethics, laws and regulations, as
well as Ferrari’s internal procedures, in order to in-
crease the confidence of stakeholders in the fair-
ness of our management.
INTERNAL AUDIT
The purpose of which is to provide an independent
and objective assessment of the adequacy of our in-
ternal control system as well as of the efficiency of
operations conducted within Ferrari. This is achieved
through the execution of, among others, operational,
157
FERRARI N.V. 2023 ANNUAL REPORT AND FORM 20-FBOARD REPORT compliance, financial and technology audits as well
as consulting activities designed to enhance and pro-
tect company assets and relevant information also
providing support to internal stakeholders in the im-
plementation of projects, as applicable. The Internal
Audit function continues to report to the Audit Com-
mittee of the Board of Directors of Ferrari N.V.
The Internal Control Committee regularly mon-
itors all Group risks and is composed of General
Counsel, the CFO, the Chief Digital & Data Officer, the
Chief Internal Audit, Risk and Compliance Officer,
the Chief Human Resources Officer, Enterprise Risk
Management, and the Enterprise Cybersecurity de-
partment. It reports at least once a year to the Audit
Committee and the Privacy Committee.
CODE OF CONDUCT AND COMPANY POLICIES
CODE OF CONDUCT
We have adopted, at a group level, a Code of Conduct
which applies to all of our employees, including our
principal executive, principal financial and principal
accounting officers. It also applies to the Compa-
ny’s subsidiaries and other individuals or companies
that act in the name and on behalf of the Company.
Our Code of Conduct is available on our website at
https://cdn.ferrari.com/cms/network/media/pdf/
codice_condotta_ferrari_eng_def.pdf.
Ferrari’s Code of Conduct was updated in Feb-
ruary 2023, also strengthening the reference to ESG
aspects, with the approval by the Board of Directors
of Ferrari N.V.
Should any further amendments, or should any
waiver be granted under, the Code of Conduct, this
will be disclosed in accordance with the applicable
rules and regulations.
The Code of Conduct represents a set of values
recognized, adhered to and promoted by the Com-
pany which understands that conduct based on the
principles of diligence, integrity and fairness is an im-
portant driver of social and economic development.
The Code of Conduct is a pillar of the gover-
nance system, which regulates the decision-making
processes and operating approach of the Compa-
ny and its employees in the interests of sustainable
long-term value creation while taking into account
the impact the actions have on people and the en-
vironment and to that end weighs the stakeholder
interests that are relevant in this context. Explicit
reference is made to the UN’s Universal Declara-
tion on Human Rights, the principal Conventions of
the International Labor Organization (ILO) and the
OECD Guidelines for Multinational Enterprises. Fur-
thermore, the Code of Conduct provides for the
guiding principles relating to: health and safety, busi-
ness ethics and anticorruption, antitrust, human re-
source management and the central role of the in-
dividual and the respect of human rights, personal
data privacy, conflicts of interest, the importance of
the Community, of the environment and, in general
terms, of sustainability.
The Company promotes adoption of the Code of
Conduct as a best practice standard of business
conduct by partners, suppliers, agents, dealers and
any other business partner. In fact, the Company’s
contracts worldwide include specific clauses relat-
ing to recognition and adherence to the principles
underlying the Code of Conduct and related guide-
lines, as well as compliance with local regulations.
The Company closely monitors the effective-
ness of and compliance with the Code of Conduct,
with the help of the Group Compliance department.
Violations of the Code of Conduct are usually deter-
mined through, among other things: periodic activi-
ties of compliance monitoring carried out by Group
Compliance department, periodic and/or specific
activities carried out by the Internal Audit depart-
ment of the Group; the whistleblowing reports and
management procedures and checks forming part
of the standard operating procedures. Periodic re-
porting is provided to the Chairman and CEO as well
as to the Audit Committee. For all Code of Conduct
violations, the disciplinary measures taken are com-
mensurate with the seriousness of the case and
comply with local legislation. The relevant corporate
departments are notified of violations, irrespective
of whether criminal action is taken by the authorities.
The Internal Audit department of the Group should
inform the Board of Directors and the chairman of
the Audit Committee without delay if, during the per-
formance of its duties, it discovers or suspects an in-
stance of material misconduct or irregularity. If the
actual or suspected material misconduct or irregu-
larity pertains to the functioning of one or more Di-
rectors, the Internal Audit department should report
this to the Chairman.
More detailed information about the Code of
Conduct, among which compliance therewith in
2023, is included in the Non-Financial Statement sec-
tion of our 2023 Annual Report.
INSIDER TRADING POLICY
As of January 3, 2016 the Company’s Board of Direc-
tors adopted an insider trading policy setting forth
guidelines and recommendations to all Directors,
officers and employees of the Group with respect
to transactions in the Company’s securities. This
policy, which also applies to immediate family mem-
bers and members of the households of persons
covered by the policy, is designed to prevent insider
trading or allegations of insider trading, and to pro-
tect the Company for integrity and ethical conduct.
CYBERSECURITY
CYBERSECURITY MANAGEMENT
Cybersecurity and IP protection are among Ferrari
top priorities. Cybersecurity risks are managed at
multiple levels within the organization. The internal
processes through which our Enterprise Cyberse-
curity department (as referred to below) operates
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BOARD REPORTFERRARI N.V. 2023 ANNUAL REPORT AND FORM 20-F are built to assess, identify and manage material risks
from cybersecurity threats and are integrated in our
overall enterprise risk management framework.
In addition, a global Enterprise Risk Management
department (part of Internal Audit, Risk and Compli-
ance) considers and evaluates all risks that could af-
fect the Group and cybersecurity has been integrat-
ed into this risk management process. For additional
information on our Enterprise Risk Management
department and processes, please see “Principal
Characteristics of the Internal Control System and
Internal Control over Financial Reporting” and “Risk
Management Process and Internal Control System—
Cybersecurity Including Third Parties Vulnerabilities”.
We evaluate cyber risks that can directly or indi-
rectly affect the Group, including dealers and suppli-
ers, and assess, identify, mitigate and manage ma-
terial cybersecurity risks. Ferrari is accountable for
this process, which involves several external part-
ners for both monitoring and analysis/remediation
activities, such as a security operation service and
cybersecurity operations with a triage service, both
of which are 24 hours a day, 7 days a week, as well as
a primary and worldwide known cybersecurity inci-
dent management company and several cybersecu-
rity companies specialized in different areas. Such
procedures are regularly verified and, in some cas-
es, formally audited, either externally (UNECE R155,
NYDFS500) by government agencies or internally by
the Internal Audit, Risk & Compliance Department.
CYBERSECURITY GOVERNANCE
Ferrari considers cybersecurity a strategic matter
since 2008, when a dedicated department was es-
tablished. It evolved to an articulated structure cur-
rently composed of 14 full time people plus several
external services.
The Enterprise Cybersecurity department is
responsible for cybersecurity and provides cyber-
security services and training to the whole Ferrari
Group. The responsibility of Enterprise Cyberse-
curity department includes operational technology
and vehicle cybersecurity. It is part of the Digital &
Data department, whose Chief Digital & Data Officer
directly reports to the CEO. The Chief Digital & Data
Officer has substantial relevant expertise in the ar-
eas of information security and cybersecurity risk
management, and has more than 8 years of experi-
ence in information technology.
The Enterprise Cybersecurity department
manages and coordinates every aspect of cyber-
security: policies, controls, incidents, awareness,
countermeasures, remediation, relations with pub-
lic institutions.
Cybersecurity governance primarily involves
the following committees:
(i) The Cyber Crisis Committee, which overviews
and manages material (or significant) cyber inci-
dents. It is composed mainly by executives and
C-level executives representing:
• Enterprise Cybersecurity;
• Data & Digital;
• Legal;
• Finance;
• Communications;
• Compliance, and
• relevant internal business functions (e.g. sales,
procurement, design, racing, etc.), as applicable.
(ii) The Internal Control Committee, which regularly
monitors all Group risks, including cyber risks,
and reports at least once a year to the Audit Com-
mittee and the Privacy Committee. The Internal
Control Committee is composed of executives
and C-level executives representing:
• Enterprise Cybersecurity;
• Data & Digital;
• Legal;
• Finance;
• Internal Audit;
• Compliance;
• Enterprise Risk Management, and
• Human Resources.
(iii) The Audit Committee, which periodically reviews
the cybersecurity strategy, governance and
management, and is regularly updated about cy-
bersecurity matters.
CYBERSECURITY REPORTING
The Enterprise Cybersecurity department period-
ically reports to management with different fre-
quencies. For example, it provides weekly reporting
in relation to cyber incidents to the Chief Digital &
Data Officer and the CEO, and every six months it
reports to the CFO, the Chief Internal Audit, Risk and
Compliance Officer and the Chief Digital & Data Of-
ficer. It also prepares and shares specific reports
and updates in case of relevant incidents with the
relevant stakeholders (which usually include the
CEO, General Counsel, the CFO and the Chief Data
& Digital Officer.
CYBERSECURITY STRATEGY
TECHNICAL COUNTERMEASURES
Ferrari relies on several cybersecurity technical
tools to prevent cyber incidents and detect any devi-
ation from standard behaviors and seeks to continu-
ously strengthen its security processes and controls
by investing in new and improved security technol-
ogies, improving incident response plans, provid-
ing regular employee training and keeping up to
date with several cybersecurity compliance frame-
works, such as SOX, NYDFS500, UNECE R155 and
the EU GDPR. Cybersecurity is technically provided
through the adoption of available tools, protecting
the whole perimeter of network, applications, devic-
es, services and accounts. Policies and procedures
159
FERRARI N.V. 2023 ANNUAL REPORT AND FORM 20-FBOARD REPORT define the rules for the correct management and ex-
ecution of the cybersecurity services. Additionally,
the Group has purchased cybersecurity insurance
and it engages external consultants with extensive
technical expertise in cybersecurity matters to as-
sist management in implementing its cybersecuri-
ty strategy. The Group also performs penetration
tests, data recovery testing, security audits and risk
assessments throughout the year.
CYBERSECURITY CONTROLS
Controls are performed on a shorter-than-daily ba-
sis, generally with a delay of minutes or few hours at
most. Vulnerabilities are monitored every day, and
action plans are defined accordingly. Since 2020 logs
are continuously analyzed and correlated 24 hours
a day, 7 days a week by a security operation service.
Other controls are performed throughout the year.
For example, with “friendly phishing” campaigns
aimed to identify users more prone to mail scams.
TRAINING & AWARENESS
Human behavior is central to cybersecurity. Both
employees and external workers are specifically
trained in cybersecurity in several ways, in person
and/or online, including through several security
pills via email or intranet, “friendly phishing” cam-
paigns and personal support for phishing analysis
or general cybersecurity questions. Specific de-
partments particularly exposed to cyber risks re-
ceive dedicated classroom training, with more than
1,000 people involved in 2023.
DEALERS & SUPPLIERS
The cybersecurity of third parties, dealers and sup-
pliers, is part of the Group’s overall cybersecurity
program. Dealers and suppliers are subject to spe-
cific and tailored analysis to evaluate their maturity
level with a specific focus on technical, procedural
or organizational nature. The evaluation is based on
questionnaires dealing with all aspects related to cy-
bersecurity. In case of weaknesses, we may request
a mitigation plan to be implemented and monitored.
CYBER INCIDENTS
As previously disclosed, in March 2023 Ferrari was
hit by a ransomware attack. Data protection author-
ities, media and clients were promptly informed and
the ransom request was publicly rejected. Rejection
of the ransom request led to the leak of a signifi-
cant amount of customers’ personal identifiable in-
formation, and we were provided evidence of such
leak with respect to several hundred customers. In
addition, in the last twelve months, cybersecurity
threats and other attacks have occurred, especial-
ly against some of our suppliers. None of these inci-
dents have had material financial impacts or serious
consequences for Ferrari. Ferrari reports incidents
in compliance with the requirements of different au-
thorities. If necessary, specialized incident manage-
ment services are hired to provide support to both
analysis and remediation activities. Data protection
authorities (Italian and of other countries) have been
immediately informed whenever necessary. If nec-
essary, specialized cybersecurity service providers
are hired. Furthermore, a long standing cooperation
with police forces in Italy and other countries pro-
vides an additional layer of security. As of the date
of this report, we have not experienced any further
material cybersecurity incidents. See “Risk Factors
— A disruption in our information technology, includ-
ing as a result of cybercrimes, could compromise
confidential, proprietary and sensitive information”
for further information about data protection and
cybersecurity risks.
DIVERSITY POLICY
The Board of Directors adopted an updated diver-
sity policy for the Board of Directors (the “Diversity
Policy”) effective as of September 14, 2023, since the
Company believes that diversity in the composition
of the Board of Directors in terms of age, sex, gen-
der, nationality, expertise, experience, competen-
cies, or other personal qualities, and cultural or oth-
er background is an important mean of promoting
debate, balanced decision making and independent
actions of the Board of Directors.
The Diversity Policy gives weight to the following
diversity factors in Board of Directors composition
age, sex, gender, nationality, expertise, experience,
competencies, or other personal qualities, and pro-
fessional cultural or other background. The Compa-
ny considers each of these aspects key drivers to
support the abovementioned goals and to achieve
sufficient diversity of views and the expertise need-
ed for a proper understanding of current affairs
and longer-term risks and opportunities related to
the Company’s business. The Board of Directors
and its ESG Committee consider such factors when
evaluating nominees for election to the Board of Di-
rectors and during the annual performance assess-
ment process.
GENDER DIVERSITY TARGETS
a) Board of Directors diversity targets
The Company has set the following concrete targets
to be achieved by 2027: (a) at least 30 percent of the
seats of the Board of Directors to be occupied by
women and at least 30 percent by men; (b) at least
33% of the seats of the non-executive members of
the Board of Directors to be occupied by women
and at least 33% by men; (c) the nationality of the
members of the Board of Directors to be reason-
ably consistent with the geographic presence of
the Company’s business, and no nationality should
count for more than 60% of the members of the
Board of Directors; and (d) diversity in the age of the
160
BOARD REPORTFERRARI N.V. 2023 ANNUAL REPORT AND FORM 20-F members of the Board of Directors by having one or
more members of the Board of Directors aged un-
der 50 at the day of their nomination; provided that,
in the candidate selection process, rules and gen-
erally accepted principles of non-discrimination (on
grounds such as ethnic origin, race, disability or sex-
ual orientation) will be taken into account. Given the
current composition of the Board of the Company in
one-tier system, composed only by two (2) executive
directors (of the same gender), the Company has de-
cided not to set a specific gender diversity target for
executive directors in the Policy while targets have
been set for the Board of Directors as a whole.
sity Policy will be taken into account in the nomina-
tion of executive Directors, and in the adoption of a
profile for non-executive Directors as well as in nom-
inating and recommending non-executive Directors.
As of December 31, 2023, the Company has
achieved (i) the gender targets of the non-executive
members of the Board of Directors, (ii) the target
on nationality and (iii) the age target. Due to the ap-
pointment of one extra male to the Board of Direc-
tors compared to 2022, the percentage of women
in the Board as a whole has dropped just below the
30% target.
Please find below a chart representing the
To ensure its correct implementation, the Diver-
Board’s gender and age as of December 31, 2023.
DIRECTORS BY AGE GROUP AND GENDER
Directors
Male
Female
Total
December 31, 2023
30-50
>50
Total
Total %
2
1
3
6
2
8
8
3
11
73%
27%
100%
b) Manager Diversity Targets (sub-top) & Diversity
and Inclusion Practice
Ferrari places people at its core. We believe in the
importance of inclusion and the enhancement of di-
versity and continuously improve our people strate-
gies in order to maintain an engaging, meritocratic
and fair environment, in which all Ferrari people can
and want to do their best. Equal opportunities are the
best way to ensure that merit is the decisive factor to
keep on attracting, retaining and developing the tal-
ents, accelerating Ferrari’s innovation process.
In order to guarantee equal opportunities, our
Company operates a merit-based remuneration
policy, not discriminating on the basis of gender,
age, nationality, social status or cultural background.
In addition, Ferrari S.p.A. started an in-depth analy-
sis on remuneration, which led, in July 2020, to the
award of the Equal Salary Certificate for providing
equal pay to men and women with the same quali-
fications and positions in the Company. This certifi-
cate has been maintained also for 2023, it has been
extended at global level in 2023 and testifies to the
Company’s commitment to creating an inclusive
and diverse working environment while fostering
career development for all. Ferrari sees this certifi-
cation not as an end point but as a further stage of
growth and an opportunity to implement tangible
actions to ensure that everyone can pursue his or
her own professional development.
Reflecting the Company’s ambition for diversity
and inclusion in the entire Company, The Board of
Directors adopted a diversity and inclusion practice
(the “Diversity and Inclusion Practice”) effective as
of September 14, 2023. Ferrari Group promotes the
valorization of human resources and encourages
the diffusion of a corporate culture based on Inclu-
sion and mutual respect in the belief that Diversity
represents a source of creativity, enrichment and
innovation. In carrying out its activities, the Group
adopts an approach aimed at guaranteeing equal
opportunities at all levels of the organization as well
as rejecting any form of discrimination. The Diversi-
ty and Inclusion Practice identifies and implements
diversity and inclusion principles for the whole em-
ployees’ population of Ferrari Group as well as the
Board of Directors. Among the actions we have tak-
en to implement the Diversity and Inclusion Practice,
the monitoring of diversity in panel of hiring can-
didates, the analysis of the percentage of men and
women involved in remuneration and promotion
processes to support with these data the decision
making, the definition of clear diversity objectives
for all levels in the organization.
The progresses in our journey are evident look-
ing at some figures: women in managerial positions
at December 31, 2017 were 11.8% (while women rep-
resented 12.2% of the total employee population), at
December 31, 2022 were 15.2% (while women rep-
resented 15.4% of the total employee population)
and at December 31, 2023 were 16.2% (while women
represented 15.7% of the total employee population).
Compared to 2022, at the end of December 2023,
the percentage of women in managerial positions
increased by 1%.
Our goal is to proceed in this direction: indeed
we aim to maintain a healthy growth rate in women
in managerial positions, considering the percent-
161
FERRARI N.V. 2023 ANNUAL REPORT AND FORM 20-FBOARD REPORT age of women in the total employee population. We
define as an appropriate target to have at least 18%
women in managerial positions by 2027.
Our plan to achieve the target is to continue the
implementation of initiatives and actions put in place
in 2023, as mentioned above fostering the value of
diversity in panel of hiring candidates, monitoring
the percentage of men and women involved in ca-
reer plans and salary review, defining clear diversity
objectives for all levels in organization. For Ferrari it
is important to guarantee equal opportunities at all
levels, so the consistency between global percent-
age and managerial percentage is a key indicator in
our diversity strategy.
STAKEHOLDER ENGAGEMENT PRACTICE
On September 14, 2023, the Board of Directors ad-
opted the updated version of the stakeholder en-
gagement practice (the “Stakeholder Engagement
Practice”), as the Company firmly believes that
maintaining a profitable dialogue with its stake-
holders, by listening to their expectations and per-
spectives, is key in the path to sustainable long-term
value creation. This Stakeholder Engagement Prac-
tice aims at enhancing Ferrari’s communication
with its stakeholders and at giving all members of
the Board, managers and employees of the Ferrari
Group, and anyone else working for it or on its be-
half in Italy or any other country, guidelines on the
right methods and forms of interaction with such
different stakeholders.
For more information our stakeholder engage-
ment, see the chapter entitled “Stakeholder Engage-
ment” in the Non-Financial Statement section of our
2023 Annual Report.
PROFILE OF THE NON-EXECUTIVE DIRECTORS
In respect of the composition of the Board of Direc-
tors, a profile of the non-executive Directors (the
“Profile”) has been adopted by the Company. The
purpose of this profile is to provide guidance with
respect to the composition and expertise of the
non-executive Directors. The Profile provides that
the Board of Directors shall be composed in such
manner that its composition reflects an adequate
mix of technical abilities, professional background
and experience, both general and specific, gained in
an international environment and pertaining to the
dynamics of the macro-economy and globalization
of markets, more generally, as well as the industri-
al and financial sectors, more specifically. In select-
ing and nominating new non-executive Directors,
the Company shall ensure that such non-executive
Directors complement the knowledge and experi-
ence of the other non-executive Directors and that
the independency requirements under the Dutch
Corporate Governance Code and the NYSE rules
are taken into account. In selecting and nominating
new non-executive Directors, the Company shall
also ensure that the Diversity Policy, including the
gender diversity target ratios as described under “—
Diversity Policy” above, is taken into account. In rec-
ommending prospective candidates for nomination
to the Board of Directors, the ESG Committee shall
take into account the Profile. The Profile is posted on
our website at https://corporate.ferrari.com/sites/
ferrari15ipo/files/e_fnv_profile_non-executive_di-
rectors_13_09_2018_clean_final_new_0.pdf.
COMPLIANCE WITH DUTCH CORPORATE
GOVERNANCE CODE
The Company endorses the principles and best
practice provisions of the Dutch Corporate Gover-
nance Code, except for the following best practice
provisions which are explained below:
Best practice provision 2.2.4 of the Dutch Corporate
Governance Code: The supervisory board should
also draw up a retirement schedule in order to avoid,
as much as possible, supervisory board members
retiring simultaneously. The retirement schedule
should be published on the company’s website.
The Company does not have a retirement schedule
as referred to in best practice provision 2.2.4 of the
Dutch Corporate Governance Code, because the
Company’s Articles of Association provide for a term
of office of member of the Board of Directors for a
period of approximately one year after appointment,
such period expiring on the day the first annual gen-
eral meeting of shareholders is held in the following
calendar year. Short terms of office for board mem-
bers are customary for companies listed in the U.S.
As the Company is listed on the NYSE, the Compa-
ny also follows certain common U.S. governance
practices, one of which is the reappointment of our
Directors at each annual general meeting of share-
holders. In light of this term of office, the Company
does not have a retirement schedule in place.
Best practice provision 4.1.8 of the Dutch Corporate
Governance Code: Management board and super-
visory board members nominated for appointment
should attend the general meeting at which votes will
be cast on their nomination.
Pursuant to best practice provision 4.1.8 of the Dutch
Corporate Governance Code, every executive and
non-executive Director nominated for appointment
should attend the general meeting at which votes will
be cast on its nomination. Since, pursuant to Article
14.3 of the Articles of Association, the term of office
of Directors is approximately one year, such period
expiring on the day the first annual general meeting
of shareholders of the Company is held in the follow-
ing calendar year, all members of the Board of Direc-
tors are nominated for (re)appointment each year.
By publishing the relevant biographical details and
curriculum vitae of each nominee for (re)appoint-
ment, the Company ensures that the Company’s
general meeting of shareholders is well informed in
162
BOARD REPORTFERRARI N.V. 2023 ANNUAL REPORT AND FORM 20-F respect of the nominees for (re)appointment and in
practice only the Chairman, the Chief Executive Offi-
cer and the Vice-Chairman will therefore be present
at the general meeting.
Best practice provision 5.1.4 of the Dutch Corporate
Governance Code: Neither the audit committee nor
the remuneration committee can be chaired by the
chairman of the management board or by a former
executive director of the company.
Our Senior Non-Executive Director and Chair of the
Board of Directors, Mr. Duca, is also the Chairperson
of the Audit Committee, which is not in line with best
practice provision 5.1.4 of the Dutch Corporate Gov-
ernance Code. The Company believes that Mr. Duca,
in light of his extensive experience with audits and
his knowledge in this respect, brings a valuable con-
tribution to the Audit Committee and therefore be-
lieves it is in Ferrari’s best interest and appropriate
for Mr. Duca to chair the Audit Committee.
Best practice provision 5.1.4 of the Dutch Corporate
Governance Code: The committees referred to in
best practice 2.3.2 should be comprised exclusively
of non-executive directors.
Mr. Elkann, our Executive Chairman and Executive
Director, has a position on the ESG Committee, to
which best practice provision 5.1.4 of the Dutch Cor-
porate Governance Code applies. The position of Mr.
Elkann as executive Director in this committee fol-
lows inter alia from the duties of the ESG Commit-
tee, which are more extensive than the duties of a
selection and appointment committee and include
duties that warrant participation of an executive Di-
rector in the view of the Company.
ITALIAN CORPORATE GOVERNANCE CODE
As regards the Italian framework for corporate
governance, the Company is aware that a new ver-
sion of the corporate governance code (the “Italian
CGC”) has been issued by Borsa Italiana S.p.A., appli-
cable (starting from January 2021) to all companies
with shares listed on Euronext Milan.
As of December 31, 2022, the Company’s cor-
porate governance structure is substantially in line
with all the principles and recommendations set
forth in the Italian CGC, especially due to the fact that
the Company has adopted, and complies with, the
Dutch Corporate Governance Code, which contains
principles and best practice provisions largely sim-
ilar to those highlighted in the Italian CGC, exception
being made for the following:
(a) The independent Chair of the Board of Directors
cannot chair the control and risk committee (Ar-
ticle 2, Recommendation no. 7 of the Italian CGC).
Our Senior Non-Executive Director and Chair of the
Board of Directors, Mr. Duca, is also the Chairperson
of the Audit Committee, which is not in line with best
practice provision under Article 2, Recommendation
no. 7 of the Italian CGC. The Company believes that Mr.
Duca, in light of his extensive experience with audits
and his knowledge in this respect, brings a valuable
contribution to the Audit Committee and therefore
believes it is in Ferrari’s best interest and appropri-
ate for Mr. Duca to chair the Audit Committee.
(b) In large companies, the Board of Directors ex-
presses its guidelines on the maximum number
of offices that can be considered compatible with
an effective performance and the time commit-
ment required by the role of the directors. The rel-
evant offices are those held in corporate bodies
of other listed companies or of companies having
a significant size (Article 3, Recommendation no.
15 of the Italian CGC)
Applicable Dutch corporate law already expressly
regulates the maximum number of offices that may
be held by directors. Pursuant to Dutch law, persons
may not be appointed as non-executive Directors if
such persons are non-executive director, member
of the supervisory board or other similar bodies for
five or more (Dutch) companies of a certain size and
such persons cannot be appointed as executive Di-
rectors if such persons are non-executive director
at more than two other (Dutch) companies of a cer-
tain size or if such person is the chairperson of the
board of supervisors or the one tier board of anoth-
er (Dutch) company of a certain size. Ferrari is com-
pliant with the abovementioned Dutch limits.
(c) In large companies, the Board of Directors elab-
orates, with the support of the nomination com-
mittee, a plan for the succession of the Chief
Executive Officer and executive directors by iden-
tifying, at least, the procedures to be followed in
the event of an early termination of office (Article
4, Recommendation no. 24 of the Italian CGC)
The Company’s Board of Directors believes that the
members of the Board of Directors itself – chosen
and appointed on the basis of their respective ex-
pertise, level of professionalism and knowledge of
the Company’s business – would be capable to carry
out (in the absence, due to early termination of the
office, of the Chief Executive Officer and/or any oth-
er executive officer) the ordinary business of the
Company until the appointment, by the competent
corporate body, of the new Chief Executive Officer
and/or other executive officer(s).
Further, the Company’s Board of Directors believes
that the decision whether to adopt a succession plan
shall be further analysed bearing in mind the sensi-
tivity of the topic.
Furthermore, the Company believes that the
overall system of delegated powers adopted by the
Company is sufficient to mitigate the risk of a vacan-
cy for an executive Director or a senior manager and
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FERRARI N.V. 2023 ANNUAL REPORT AND FORM 20-FBOARD REPORT ensure the continuity of the Company’s business.
The overall system of delegated powers adopted by
the Company already includes a succession plan for
the top management which in the Company is repre-
sented by the Ferrari Leadership Team. The Compa-
ny believes that the above measures help the Com-
pany achieving the objective underlying the Code’s
principles and in any case contributes to good cor-
porate governance. Finally, it should be noted that
the Company’s Board of Directors has already de-
fined a procedure to be applied for the appointment
of, at least, the Chief Executive Officer, which pro-
vides for, inter alia, the involvement of, inter alia, a
specific committee (i.e., the CEO Search Committee),
who will assist the ESG Committee with selecting a
new candidate for this office.
EXCHANGE CONTROLS
Under Dutch law, there are no exchange control
restrictions on investments in, or payments on, the
Ferrari common shares. There are no special re-
strictions in the Ferrari Articles of Association or
Dutch law that limit the right of shareholders who
are not citizens or residents of the Netherlands to
hold or vote the Ferrari common shares.
REPORT OF THE NON-EXECUTIVE
DIRECTORS
INTRODUCTION
This is the report of the non-executive Directors of
the Company over the financial year 2023, as re-
ferred to in best practice provision 5.1.5 of the Dutch
Corporate Governance Code, and it provides fur-
ther information on the performance of the non-ex-
ecutive Directors’ duties throughout 2023.
It is the responsibility of the non-executive Di-
rectors to supervise the policies carried out by the
executive Directors and the general affairs of the
Company and its affiliated enterprise, including the
implementation of the strategy of the Company re-
garding sustainable long-term value creation. Inter
alia, non-executive Directors should focus on the
effectiveness of the Company’s internal risk man-
agement and control systems and the integrity and
quality of the financial reporting and the sustainabili-
ty reporting. It is also the responsibility of the non-ex-
ecutive Directors to determine the remuneration
of the executive Directors and to nominate candi-
dates for the Director appointments. In so doing, the
non-executive Directors act solely in the interest of
the Company. With a view of maintaining supervision
on the Company, the non-executive Directors regu-
larly discuss Ferrari’s long-term business plans, the
implementation of such plans and the risks associat-
ed with such plans with the executive Directors.
According to the Articles of Association, the
Board of Directors is a single board and consists of
three or more members, comprising both members
having responsibility for the day-to-day manage-
ment of Ferrari (executive Directors) and members
not having such day-to-day responsibility (non-ex-
ecutive Directors). The tasks of the executive and
non-executive Directors in a one-tier board such as
the Company’s Board of Directors may be allocated
under or pursuant to the Articles of Association, pro-
vided that the general meeting of shareholders has
stipulated whether such Director is appointed as
executive or as non-executive Director and further-
more provided that the task to supervise the perfor-
mance by the Directors of their duties can only be
performed by the non-executive Directors. Regard-
less of an allocation of tasks, all Directors remain
collectively responsible for the proper management
and strategy of the Company (including supervision
thereof in case of non-executive Directors).
Details of the current composition of the Board
of Directors, including the non-executive Direc-
tors, and its committees are set forth in the section
“Board of Directors”.
SUPERVISION BY THE NON-EXECUTIVE
DIRECTORS
The non-executive Directors supervise the policies
carried out by the executive Directors and the gen-
eral affairs of the Company and its affiliated enter-
prise. In so doing, the non-executive Directors have
also focused on the effectiveness of the Company’s
internal risk management and control systems, the
integrity and quality of the financial reporting and
Ferrari’s long-term business plans, the implementa-
tion of such plans and the risks associated.
The non-executive Directors also determine the
remuneration of the executive Directors and nom-
inate candidates for the Director appointments.
Furthermore, the Board of Directors may allocate
certain specific responsibilities to one or more indi-
vidual Directors or to a committee comprised of el-
igible Directors of the Company and subsidiaries of
the Company. In this respect, the Board of Directors
has allocated certain specific responsibilities to the
Audit Committee, the Compensation Committee and
the ESG Committee. Further details on the manner
in which these committees have carried out their
duties, are set forth in the sections “The Audit Com-
mittee”, “The Compensation Committee” and “The
ESG Committee”.
The non-executive Directors supervised the
adoption and implementation of the strategies
and policies by the Group, reviewed this annual
report, including the Compensation Report and
the Group’s financial results, received updates on
legal and compliance matters and they have been
regularly involved in the review and approval of
transactions entered into with related parties. The
non-executive Directors have also reviewed the
reports of the Board of Directors and its commit-
tees and the recommendations for the appoint-
ment of Directors.
164
BOARD REPORTFERRARI N.V. 2023 ANNUAL REPORT AND FORM 20-F MEETINGS AND ATTENDANCE
During 2023, there were four meetings of the Board
of Directors. The average attendance at those meet-
ings was 97.73 percent. Members of the FLT were
invited to give presentations to the Board of Direc-
tors. Portions of these meetings took place with the
participation of the non-executive Directors only,
without the executive Directors or any other attend-
ees being present, in order for the non-executive Di-
rectors to independently review and discuss certain
matters. In addition, the Senior Non-Executive Direc-
tor and the Chief Executive Officer held regular one-
to-one meetings to discuss progress and key topics.
Members of the Board of Directors had contact with
various levels of management to ensure that they
remained well-informed about the Company’s op-
erations. All non-executive Directors set aside ade-
quate time to give sufficient attention to the Compa-
ny’s matters.
An overview of the attendance of the individual
Directors per meeting of the Board of Directors and
its committees set out against the total number of
such meetings is set out below:
Name
Meeting Board of Directors
Audit Committee
ESG Committee
Compensation
Committee
John Elkann
Benedetto Vigna
Piero Ferrari
Sergio Duca
Delphine Arnault
Francesca Bellettini
Eddy Cue
John Galantic
Maria Patrizia Grieco
Adam Keswick
Mike Volpi
4/4
4/4
4/4
4/4
4/4
4/4
4/4
4/4
4/4
3/4
3/3(1)
(1) Mr. Mike Volpi was appointed as non-executive director by
the AGM of Ferrari N.V. as of April 14, 2023.
1/1
0/1
1/1
1/1
1/1
1/1
7/7
4/7
7/7
BOARD FOCUS
During these meetings, key topics discussed were,
amongst others: the Group’s strategy, the Group’s
financial results and reporting, sustainability, acqui-
sitions and divestments, executive compensation,
technological developments, risk management, up-
dates on legal and compliance, risk management,
human resources with the Head of Human Resourc-
es, implementation of the Remuneration Policy and
the compensation report. The non-executive Direc-
tors were actively involved in the process of review-
ing strategic and growth projects for the Company.
INDEPENDENCE OF THE NON-EXECUTIVE
DIRECTORS
The non-executive Directors are required by Dutch
law to act solely in the interest of the Company. The
Dutch Corporate Governance Code stipulates the
corporate governance rules relating to the inde-
pendence of non-executive Directors and requires
under most circumstances that a majority of the
non-executive Directors be “independent”.
Currently, nine out of nine non-executive Directors
are considered to be independent under the NYSE
definition while eight non-executive Directors are
considered to be independent under the Dutch Cor-
porate Governance Code given the right of usufruct
Mr. Pierro Ferrari holds over shares (including the
right to exercise the voting rights of such shares)
held by Trust Piero Ferrari (as described in this An-
nual Report). Mr. Sergio Duca, the Senior Non-Exec-
utive Director of the Board of Directors, is indepen-
dent under the Dutch Corporate Governance Code
in accordance with best practice provision 2.1.9 of
the Dutch Corporate Governance Code.
Ferrari is of the opinion that the independency
requirements as referred to in best practice pro-
vision 2.1.10 of the Dutch Corporate Governance
Code are met by the Company.
EVALUATION BY THE NON-EXECUTIVE
DIRECTORS
The non-executive Directors are responsible for su-
pervising the Board of Directors and its committees,
as well as the individual executive and non-executive
165
FERRARI N.V. 2023 ANNUAL REPORT AND FORM 20-FBOARD REPORT Directors, and are assisted by the ESG Committee
in this respect. Each year, the Board of Directors
formally assesses its performance, including with
respect to its composition, diversity and how effec-
tively its members work together, with the aim of
helping to improve the effectiveness of the function-
ing of the Board of Directors and its committees.
In accordance with the ESG Committee Charter,
the ESG Committee assists and advises the Board
of Directors with respect to periodic assessment
of the performance of individual Directors. In this
respect, the ESG Committee has, amongst others,
the duties and responsibilities to review annually
the Board of Directors’ performance and the per-
formance of its committees and to review each Di-
rector’s continuation on the Board of Directors at
appropriate regular intervals as determined by the
ESG Committee.
In 2023, the ESG Committee’s periodic assess-
ments took place during the meeting held on Feb-
ruary 22. During that meeting, the ESG Committee
focused on the results of the periodic assessments
and the performance of the Board of Directors, its
committees and the individual Directors, keeping
also into account the self-assessment prepared by
each Director. During such meeting and on the basis
of such evaluations, the ESG Committee dealt also
with the directors’ nomination process, the assess-
ment of Directors’ qualifications, the size and com-
position of the Board of Directors and its commit-
tees, as well as the recommendations for Directors’
election, in which the outcome of the evaluations has
been reflected.
The non-executive Directors have been regular-
ly informed by each committee as referred to in best
practice provision 2.3.5 of the Dutch Corporate Gov-
ernance Code and the conclusions of those commit-
tee were taken into account when drafting this re-
port of the non-executive Directors.
The non-executive Directors were able to re-
view and evaluate the performance of the Audit
Committee, the ESG Committee and the Compen-
sation Committee based on the assessments made
by the ESG Committee. The self-assessment of the
Committees were also discussed by the Board of
Directors. The outcome of the evaluations is that
there is no need to amend the size or composition
of the Audit Committee, the ESG Committee and the
Compensation Committee, nor is there any reason
to amend their charters on this basis. Further de-
tails on the manner in which these committees have
carried out their duties, are set forth in sections
“The Audit Committee”, “The Compensation Com-
mittee” and “The ESG Committee”.
On the basis of the preparations by the ESG
Committee, the non-executive Directors were able
to review the Board of Director’s assessments, the
individual Directors’ assessments and the recom-
mendation for Directors’ election. The Board of Di-
rectors concluded that each of the Directors con-
tinues to demonstrate commitment to its respective
role in the Company.
Also, pursuant to the Compensation Committee
Charter, the Compensation Committee implements
and oversees the remuneration policy as it applies to
non-executive Directors, executive Directors and se-
nior officers reporting directly to the executive Direc-
tors. The Compensation Committee administers all
the equity incentive plans and the deferred compen-
sation benefits plans. On the basis of the assessments
performed, the non-executive Directors determine
the remuneration of the executive Directors and
nominate candidates for the Director appointments.
The non-executive Directors have supervised
the performance of the Audit Committee, the Com-
pensation Committee and the ESG Committee.
RESPONSIBILITIES IN RESPECT
TO THE ANNUAL REPORT
The Board of Directors is responsible for preparing
the Annual Report, inclusive of the Consolidated and
Company Financial Statements and Board Report, in
accordance with Dutch law and International Finan-
cial Reporting Standards as issued by the Interna-
tional Accounting Standards Board and as adopted
by the European Union (IFRS).
In accordance with Section 5:25c, paragraph 2 of
the Dutch Financial Supervision Act, the Board of Di-
rectors states that, to the best of its knowledge, the
Consolidated and Company Financial Statements
prepared in accordance with IFRS as adopted by the
European Union provide a true and fair view of the
assets, liabilities, financial position and profit or loss
for the year of the Company and its subsidiaries and
that the Board Report provides a true and a fair view
of the performance of the business during the finan-
cial year and the position at the balance sheet date
of the Company and its subsidiaries, together with a
description of the principal risks and uncertainties
that the Company and the Group face.
February 22, 2024
[Board of Directors]
John Elkann
Benedetto Vigna
Piero Ferrari
Sergio Duca
Delphine Arnault
Francesca Bellettini
Eddy Cue
John Galantic
Maria Patrizia Grieco
Adam Keswick
Mike Volpi
166
BOARD REPORTFERRARI N.V. 2023 ANNUAL REPORT AND FORM 20-F 167
FERRARI N.V. 2023 ANNUAL REPORT AND FORM 20-FBOARD REPORT 168
BOARD REPORTFERRARI N.V. 2023 ANNUAL REPORT AND FORM 20-F 169
FERRARI N.V. 2023 ANNUAL REPORT AND FORM 20-FBOARD REPORT 171
NON FINANCIAL STATEMENT NON FINANCIAL STATEMENT
INDEX
174
Ferrari Group
184
Proactively Fostering Best
216
Reducing Our Environmental
Practice Governance
Footprint
176
Double Materiality Analysis and
Stakeholder Engagement
194
Exceeding Expectations
246
Creating and Sharing Value
198
Being the Employer of Choice
with the Community
173
FERRARI GROUP
OUR DNA
At Ferrari, we redefine the limits of what is possible across everything
we do. We are a team with a relentless will to progress, and an audacious
desire to challenge the status quo through tradition and innovation.
Working at Ferrari means being part of a uniquely passionate and fu-
ture-focused company in which people are our most valuable asset. To-
gether, we compete on circuits and in markets all over the world.
OUR VALUES
INDIVIDUAL AND TEAM
Our talented individuals are our greatest resource. However, they can
only pursue the extraordinary by working together as a team. By fostering
integrity, excellence and generosity, we give each of our people the possi-
bility to express their own full potential - and be part of something greater.
TRADITION AND INNOVATION
Tradition and innovation drive each other. The ongoing quest for lasting
firsts is what fuels the Ferrari legend. Our ability to combine revolutionary
technological solutions with exceptional artisanal craftsmanship is what
enables us to create icons that stay timeless in a fast-changing world.
PASSION AND ACHIEVEMENT
Ferrari’s racing spirit lives on in emotions that transcend the road and
the track, ultimately becoming an authentic attitude towards life. Nothing
excites us more than setting ambitious targets and expectations – and
then exceeding them, to push every boundary. It is how the power of pas-
sion becomes the beauty of achievement.
174
NON FINANCIAL STATEMENTFERRARI N.V. 2023 ANNUAL REPORT AND FORM 20-F OUR STRATEGY
Our strategy focuses on maintaining our leading position in the luxury
performance sports car market, while enhancing and protecting the val-
ue and exclusivity of the Ferrari brand.
We focus on cost-efficiencies and aim to achieve profitable growth
by pursuing the following strategies:
• Low volumes and controlled growth
• Regular new model introductions and enhancements
• Pursue excellence in racing
• Controlled growth in adjacent luxury and lifestyle categories
OUR JOURNEY TO SUSTAINABILITY
Sustainability is a pervasive attitude in the way we operate across our
company pillars: sports cars, racing and lifestyle. It never ceases to in-
spire our decisions, and to push every one of us towards audacious solu-
tions that can determine the impact we have both on our local and global
community.
To successfully act as a catalyst for change, sustainability is intended
here at Ferrari in the form of a ripple, that enlarges its impact in wider
circles of influence.
1 First and foremost, we take much care of the impact we have within
our own home and family: our company.
2 We then widen our gaze to embrace our local community, that still
represents the nurturing foundation of all our ventures.
3 But above all, we aspire to drive an impact on our global community,
awakening both awareness and actions towards a sustainable future.
Environmental issues are just a part – even if a very crucial one – to our
approach to sustainability, which is inherently holistic. The building blocks
of our ESG approach are in fact three:
1 Education
2 People
3 Environment
Within the perimeter of these areas, we let our behavior be guided by a
science based approach, constantly developing and deploying tangible
actions to have a measurable and positive impact in the changing world
we all share.
Open Innovation is a powerful accelerating tool to fuel our evolution
with groundbreaking technology: we believe that cross contamination
between excellent and diversified innovative companies is the best way
to stay true to our founder Enzo Ferrari’s continuous will to progress.
175
NON FINANCIAL STATEMENTFERRARI N.V. 2023 ANNUAL REPORT AND FORM 20-F DOUBLE
MATERIALITY
ANALYSIS AND
STAKEHOLDER
ENGAGEMENT
DOUBLE MATERIALITY ANALYSIS OF FERRARI GROUP
The materiality is the process of identifying the top-
ics that are relevant for the Group and are based on
an assessment of impacts, risks and opportunities.
In 2023, we updated the analysis of the most rel-
evant sustainability topics (materiality analysis) for
the Group and our stakeholders, to better reflect
sustainability context developments, changes in our
drivers and goals, as well as our 2022-2026 Strategic
Plan and our sustainability strategy.
For this Fiscal Year 2023, we decided to conduct
a double materiality analysis taking into consider-
ation the guidelines(3) of the European Sustainability
Reporting Standards (ESRS). The Double Materiality
analysis has been implemented on the basis of the
GRI Standards and inspired by the ESRS require-
ments.
The Double Materiality assessment entails the
evaluation of the impacts following an inside-out
perspective, considering the positive or negative,
actual or potential impacts of Ferrari on the differ-
ent stakeholders and the environment, and the eval-
uation of risks and opportunities following an out-
side-in perspective, considering all the risks and the
opportunities arising for Ferrari from the external
context. For both the inside-out and the outside-in
perspective, we consider the impacts and the risks
from an inherent point of view.
For the inside-out perspective, Ferrari data own-
ers have been involved, through one-to-one inter-
views, to identify and evaluate our most relevant
impacts(4) on the economy, environment, and peo-
ple, including impacts on human rights, across our
activities and business relationships. For the com-
plete list and description of the impacts considered,
please refer to the table present in the “Methodology
and Scope” section.
The analysis includes the evaluation of the ma-
terial topics identified by a selected panel of Ferrari
stakeholders. This Stakeholder engagement activity
is better described in “—Stakeholder Engagement”.
For the outside-in perspective we have cooper-
ated with the Enterprise Risk Management team to
identify the sustainability risks that could potentially
arise. The activities to identify, assess and quantify
potential risks (Risk Assessment & Measurement)
are part of Ferrari’s Enterprise Risk Management
process. Regarding further aspects see “Risk Man-
agement Process and Internal Control System”.
The results of the analyses carried out during
the year were organized into material topics, repre-
sented in the matrix below.
The double materiality matrix highlights our
strategic sustainability priorities by showing our
most relevant impacts, including the impact areas
most relevant to our stakeholders, on the economy,
environment and people as well as the risks and op-
portunities arising from the external context.
Compared to the matrix published in 2022, the
176
NON FINANCIAL STATEMENTFERRARI N.V. 2023 ANNUAL REPORT AND FORM 20-F
DOUBLE MATERIALITY MATRIX OF FERRARI GROUP
VERY
RELEVANT
Natural resources
management and
biodiversity
Ethics and
human rights
Talent attraction,
retention and
development
Supply chain
responsible
management
Health, safety
and well-being
Product technology,
design quality
and safety
Data responsibility,
privacy and cybersecurity
Diversity
and inclusion
Climate
change
Raw materials
and circular
economy
Responsibility towards
the community and
future generations
I
I
T
N
E
M
S
S
E
S
S
A
Y
T
L
A
R
E
T
A
M
L
A
C
N
A
N
F
R
O
F
E
C
N
A
V
E
L
E
R
I
I
RELEVANT
RELEVANCE OF IMPACTS MATERIALITY ASSESSMENT
on the economy, environment and people
VERY
RELEVANT
Categories
Proactively fostering best practice governance
Exceeding expectations
Being the employer of choice
Reducing environmental footprint
Creating and sharing value with the community
topics “Clients and enthusiasts’ satisfaction”, “Re-
lationship with stakeholders”, “Image and brand
reputation” and “Economic value creation and dis-
tribution” are no longer reported. This is due to the
rationalization of the material topics according to
the new methodology applied. From an Impact Ma-
teriality point of view the most relevant topics for us
in 2023 are “Product, technology, quality, design and
safety”, “Raw materials and circular economy” and
“Health, safety and well-being”. The first and third
maintained similar position compared to the previ-
ous year while the most significant shifts (“Raw Ma-
terials and circular economy” increasing and “Eth-
ics and Human Rights” decreasing) are mainly due
to the change in the impact evaluation methodology
applied. From a Financial Materiality point of view,
the most important risks are related to the “Natural
resources management and biodiversity”, “Supply
chain responsible management” and “Health, safety
and well-being” topics.
177
NON FINANCIAL STATEMENTFERRARI N.V. 2023 ANNUAL REPORT AND FORM 20-F
This matrix is directly linked with our sustainability
strategy, based on the following five pillars:
RELEVANT UNITED NATIONS SDGs
EXCEEDING EXPECTATIONS
Drive technological innovation while pursuing excel-
lence in design and craftsmanship to fuel the passion
of our clients and enthusiasts.
MATERIAL TOPIC
•
Product technology, design quality and safety
REDUCING OUR ENVIRONMENTAL FOOTPRINT
Increase our environmental awareness to continuou-
sly set and implement related programs and actions.
RELEVANT UNITED NATIONS SDGs
MATERIAL TOPIC
•
•
•
Climate change
Raw materials and circular economy
Natural resources management and biodiversity
RELEVANT UNITED NATIONS SDGs
BEING THE EMPLOYER OF CHOICE
Provide an inclusive, educational, and inspiring work
environment to unleash everyone’s passion, creati-
vity and talent.
MATERIAL TOPIC
CREATING AND SHARING VALUE WITH
THE COMMUNITY
•
•
•
Talent attraction, retention and development
Health, safety and well-being
Diversity and inclusion
Encourage strategic partnerships and the creation
of positive externalities for all stakeholders.
RELEVANT UNITED NATIONS SDGs
MATERIAL TOPIC
•
Responsibility towards the community and future
generations
RELEVANT UNITED NATIONS SDGs
PROACTIVELY FOSTERING BEST PRACTICE
GOVERNANCE
Maintain Ferrari’s corporate governance and risk
management systems aligned with best practices to
ensure an ethical business conduct while providing
superior and sustainable returns to our shareholders.
MATERIAL TOPIC
•
•
•
Ethics and human rights
Supply chain responsible management
Data responsibility, privacy and cybersecurity
178
NON FINANCIAL STATEMENTFERRARI N.V. 2023 ANNUAL REPORT AND FORM 20-F This matrix is directly linked with our sustainability
RELEVANT UNITED NATIONS SDGs
strategy, based on the following five pillars:
EXCEEDING EXPECTATIONS
Drive technological innovation while pursuing excel-
lence in design and craftsmanship to fuel the passion
of our clients and enthusiasts.
MATERIAL TOPIC
RELEVANT UNITED NATIONS SDGs
MATERIAL TOPIC
REDUCING OUR ENVIRONMENTAL FOOTPRINT
•
•
•
Climate change
Raw materials and circular economy
Natural resources management and biodiversity
RELEVANT UNITED NATIONS SDGs
BEING THE EMPLOYER OF CHOICE
Provide an inclusive, educational, and inspiring work
environment to unleash everyone’s passion, creati-
vity and talent.
MATERIAL TOPIC
CREATING AND SHARING VALUE WITH
THE COMMUNITY
Talent attraction, retention and development
Health, safety and well-being
Diversity and inclusion
Encourage strategic partnerships and the creation
of positive externalities for all stakeholders.
RELEVANT UNITED NATIONS SDGs
MATERIAL TOPIC
RELEVANT UNITED NATIONS SDGs
PROACTIVELY FOSTERING BEST PRACTICE
GOVERNANCE
Maintain Ferrari’s corporate governance and risk
management systems aligned with best practices to
ensure an ethical business conduct while providing
superior and sustainable returns to our shareholders.
MATERIAL TOPIC
Ethics and human rights
Supply chain responsible management
Data responsibility, privacy and cybersecurity
•
•
•
•
•
•
•
Product technology, design quality and safety
sly set and implement related programs and actions.
the safety of our customers and other road-
• Competition;
Increase our environmental awareness to continuou-
safety
Designing and manufacturing while keeping
Tax) and Codes;
The above-mentioned material topics have been
linked to the Sustainable Development Goals (SDGs)
that are impacted by our business. Each material
topic is analyzed in the subsequent chapters and in-
cludes a qualitative description of the management
approach and, where available, selected perfor-
mance indicators. The table below shows the pur-
sued policies, the related key risks and risk trends,
and the relevant chapters within this Report related
to the material topics identified.
Material topics
Pursued policies
Key risks and risk trends
Most relevant
chapters of this
annual report
Product technology,
Developing new technologies and
• Non-compliance with Laws,
Exceeding
design quality and
distinctive designs
Regulations, Local Standards (Including
Expectations
users always in mind
• Technology, Product and Regulation;
• Human Capital Management and
Internal Organization;
• Climate Change;
Climate change
Researching technologies that further
• Non-compliance with Laws,
Reducing Our
reduce emissions to prepare for a low-
Regulations, Local Standards (Including
Environmental
emission future
Tax) and Codes;
Footprint
• Technology, Product and Regulation;
• Climate Change;
• Production disruption and
transformation costs;
• Supply Chain resilience;
Natural resources
Managing resources responsibly and
• Non-compliance with Laws,
Reducing Our
management and
protecting biodiversity
Regulations, Local Standards (Including
Environmental
biodiversity
Tax) and Codes
Footprint
Raw materials and
Promoting circular economy strategies and
circular economy
initiatives
• Technology, Product and Regulation;
• Climate Change;
• Social and Geopolitical Instability;
• Production disruption and
Reducing Our
Environmental
Footprint
transformation costs;
• Supply Chain resilience;
Talent attraction,
Creating an inspiring working environment,
• Human Capital Management and
Being the Employer
retention and
development
enabling the development of everyone’s
Internal Organization;
of Choice
talent
• Delays in Lifestyle Strategy Execution;
• Scuderia Ferrari Success;
Health, safety and
Enforcing a safety-first culture
• Non-compliance with Laws,
Being the Employer
Responsibility towards the community and future
well- being
•
generations
Regulations, Local Standards (Including
of Choice
Tax) and Codes;
Diversity and
Spreading an inclusive culture within
• With respect to this topic, no key risks
Being the Employer
inclusion
Ferrari and ensuring equal opportunities at
have been identified
of Choice
all levels of our organization
Responsibility
Managing our operations responsibly
• With respect to this topic, no key risks
Creating and
towards the
towards our community and future
have been identified
community and
generations;
future generations
Promoting the education of young talents
Sharing Value with
the Community
Ethics and human
Fostering a culture dedicated to integrity,
• Non-compliance with Laws,
Proactively Fostering
rights
responsibility and ethical behavior
Regulations, Local Standards (Including
Best Practice
Tax) and Codes;
• Supply Chain resilience;
Governance
Supply chain
responsible
management
Implementing a responsible and efficient
• Cybersecurity Including Third Parties
Overview of
supply chain management;
Vulnerabilities;
Encouraging the adoption of sustainable
• Climate Change;
Our Business/
Procurement
practices and sharing among our business
partners and suppliers
• Supply Chain resilience;
• Social and Geopolitical Instability;
Data responsibility,
Enforcing a data-secure environment for
• Non-compliance with Laws,
Proactively Fostering
privacy and
cybersecurity
our stakeholders
Regulations, Local Standards (Including
Best Practice
Tax) and Codes;
Governance
• Cybersecurity Including Third Parties
Vulnerabilities;
Further disclosure on key risks is presented within “Risk Management
Process and Internal Control Systems”.
179
NON FINANCIAL STATEMENTFERRARI N.V. 2023 ANNUAL REPORT AND FORM 20-F STAKEHOLDER ENGAGEMENT
As an international firm with ambitious corporate
objectives and a complex value chain, we need to
develop forms of communication and collaboration
with both our internal and external stakeholders that
allow us to understand their needs, interests, and ex-
pectations. Our approach to engaging stakeholders
aims for honest, clear, and effective communication
and consultation, based on constant dialog.
Fully understanding the needs and perspectives of
our stakeholders is a fundamental part of the value
generation process we continuously strive to pro-
mote both inside and outside our organization
This Statement is addressed to all stakehold-
ers involved in our activities, as shown in the fol-
lowing image:
STAKEHOLDER
D e a l e r s
Tifosi
n it y
r
e
s
m
u
o l d
m
cial C o
h ar e h
d S
n
a
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a
s
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e
i
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p
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d
u
i
e
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With regard to stakeholder involvement, we support
our brand value by promoting a strong connection
with the Ferrari community: our tifosi and Ferraristi(5).
We focus on strengthening this connection by
rewarding our most loyal clients through a range of
initiatives. The high attention and care towards our
products are the foundation upon which our success
is built, and this is achieved thanks to the efforts of our
employees. We rely on a significant number of suppli-
ers who play an important part in the success of the
Group. For the sourcing of certain key components
with high technological specifications, we have de-
veloped strong synergistic relationships with some
of our suppliers, which are considered “key strategic
innovation partners”. We continue to invest heavily
to minimize our environmental impact. Our vehicles
must comply with extensive regional, national, and lo-
cal laws and regulations, as well as industry self-reg-
ulations (including those that regulate vehicle safety).
We are a dual-listed Company, therefore, the fi-
nancial discipline, enhanced through the relation-
ship with the financial community and shareholders,
further supports the Company in pursuing its busi-
ness targets. Furthermore, we collaborate with uni-
versities and high schools to provide scholarships to
talented students.
We believe that building and honing effective
communication and collaboration with our internal
180
NON FINANCIAL STATEMENTFERRARI N.V. 2023 ANNUAL REPORT AND FORM 20-F
STAKEHOLDER
D e a l e r s
Tifosi
n it y
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and external stakeholders is a key element of sus-
tainable and lasting growth, with a view to conciliate
interests and expectations.
With this in mind, over the years we set an on-
going process of stakeholder engagement carrying
out initiatives with different levels of interaction and
methods of involvement.
Our Stakeholder Engagement Practice, inspired
by the values and principles of the Code of Conduct,
seeks to give all directors, managers and employees
of the Ferrari Group, and anyone else working for it
or on its behalf, guidelines on the right methods and
forms of interaction with different stakeholders.
In line with the Stakeholder Engagement Practice,
in 2023 we carried out various specific activities to
enhance the voice of our stakeholders on sustain-
ability topics. We engaged with our employees, both
“Scuola dei Mestieri” and “Scuola delle Professioni”
participants, and MUNER students through face-to-
face workshops that had a dual purpose: to further
communicate the importance of sustainability and
explain what it stands for within Ferrari, and to col-
lect their priorities and suggestions.
Finally, we regularly engage with our investors
to better understand what they consider to be the
main ESG drivers for Ferrari, as well as participate
every year in a variety of ESG questionnaires such as
the S&P Global Corporate Sustainability Assessment
(CSA), ranking in the top quartile of our industry in the
last assessment, the CDP Climate Change and CDP
Water questionnaires, obtaining a “A-” and “B” rating
respectively in 2023. All these activities allowed us to
further strengthen our materiality analysis.
These engagement activities are an important
part of the sustainability approach that helps us iden-
tify potential updates in our sustainability impact ar-
eas, risks and opportunities, as well as support man-
agement in achieving the Company’s objectives.
We firmly believe that keeping a profitable dialog
and collaboration with our stakeholders is essential
and intends to continue the path of engagement un-
dertaken, with a view to continuous improvement.
181
NON FINANCIAL STATEMENTFERRARI N.V. 2023 ANNUAL REPORT AND FORM 20-F
STAKEHOLDER DIALOGUE
Stakeholders
Areas of interest
Communication methods
TIFOSI
• Racing
• Sports car
•
“Ferrari classiche”
• Brand Value
•
Innovation
• Lifestyle
› Motorsport events
› Sports cars unveilings
› Advertising
› Earned media, website, social media
FERRARISTI
•
Image and brand reputation
› Client relations: client and driving events
• Clients and enthusiasts’ satisfaction
› Client satisfaction survey
• Product technology, design quality and safety
› Media, website, social media
• Privacy and security
•
“Ferrari classiche”
BUSINESS AND
•
Image and brand reputation
LICENSING
PARTNERS
• Continuity of the service
• Contract terms and conditions
• Financial soundness
› Meetings
› Website
GOVERNMENT,
• Compliance with the law
› Dialogs concerning new regulations and available
REGULATORS
AND SPORTS
INSTITUTIONS
• Sport fair play
technologies
› Scuderia Ferrari
› Financial statements
› Website
EMPLOYEES AND
• Motivation and development
› Induction for new employees and training programs
TRADE UNIONS
• Work-life balance
• Welfare
• Health, safety and well-being
• Equal opportunities
•
Industrial relations
• Ethical business conduct
SPONSORS
• Racing
•
Image and brand reputation
COMMUNITY AND
UNIVERSITIES
• Support local initiatives
• Employment support
MEDIA AND
INFLUENCERS
• Transparency
• Racing
Image and brand reputation
•
• Product technology, design quality and safety
SUPPLIERS
• Continuity of the service
• Supplier risk assessment
• Contract terms and conditions
FINANCIAL
COMMUNITY AND
• Market transparency
• Financial soundness
SHAREHOLDERS
• Economic performance
• Corporate governance
DEALERS
Image and brand reputation
•
• Transparency
• Motivation and development
› Internal initiatives
› Meetings with Top Management
› Collective bargaining agreements
› Participation in management-worker health and safety
committees
› Website, social media
› Scuderia Ferrari
› Website, social media
› Partnerships with universities
› Meeting and local events
› Website, social media
› Sustainability workshops
› Scuderia Ferrari
› Press releases
› Website, social media
› Communication with journalists
› New model/technology launch events
› Website
› Meeting
› Contractual documents
› Financial earnings
› Investor conference
› Roadshow
› Website
› Communication with Management
› Convention
› Training course
› Website
182
NON FINANCIAL STATEMENTFERRARI N.V. 2023 ANNUAL REPORT AND FORM 20-F 183
NON FINANCIAL STATEMENTFERRARI N.V. 2023 ANNUAL REPORT AND FORM 20-F PROACTIVELY
FOSTERING
BEST PRACTICE
GOVERNANCE
OUR GOVERNANCE
Ferrari N.V. is a public limited liability Company, incor-
porated under the laws of the Netherlands and en-
dorses the principles and best practice provisions
of the Dutch corporate governance code issued by
the Dutch Corporate Governance Code Monitoring
Committee, and discloses, and intends to disclose,
in this Report and in its future annual reports any
material deviation from the best practice provisions
contained in the Dutch corporate governance code.
Regarding further aspects of our governance
see “Corporate Governance”.
OUR DECISION-MAKING PROCESS
The Ferrari Leadership Team (FLT) is responsible for
reviewing the operating performance of the busi-
ness, collaborating on certain operational matters,
supporting the Chief Executive Officer with his tasks
and executing the decisions of the Board of Direc-
tors and the day-to-day management of the Com-
pany, primarily as it relates to operational manage-
ment. The FLT is led by the Chief Executive Officer
and is composed of the heads of the operating and
central functions.
At the strategic level we have defined cross-func-
tional committees, responsible for cross-functional
projects to sustain excellence in every area, among
which the ESG Strategic Committee. The ESG Stra-
tegic Committee, composed of all the members of
the FLT, is in charge of defining the ESG strategy of
the Ferrari Group and of monitoring the achieve-
ment of the targets.
At the operational level, we have established two
committees focused on certain environmental and
social issues, responsible for translating strategies
into concrete decisions and action plans. The Diversi-
ty and Inclusion Committee, headed by the Chief Hu-
man Resources Officer, focuses on gender diversity,
disability inclusion, generational diversity and educa-
tional opportunities. Whereas, the Green Sustainabil-
ity Steering Committee, headed by the Head of Green
Committee and Carbon Neutrality, has the priority to
reach carbon neutrality by 2030, addressing direct
and indirect GHG emissions, focusing on energy and
materials, in addition to our electrification journey.
Our Chief Financial Officer, a member of the FLT
and Head of the ESG Strategic Committee, is re-
sponsible for the sustainability function, which over-
sees the coordination of the sustainability activities
within the Group, promoting dialog between differ-
184
Board of Directors (Executive Level)
• ESG Committee
• Audit Committee
• Compensation Committee
Chief Executive Officer
Chief Financial Officer
(responsible for sustainability)
Ferrari Leadership Team (Strategic Level)
Working Groups (Operational Level)
ESG Strategic Committee
• Members of Company management
• Meet every quarter
• Reviews and validates sustainability
strategy, committments and targets
Green Sustainability Steering Committee
• Cross functional representatives
• Meet weekly
• Coordinate development and
deployment of specific cross-functional
programs on carbon footprint topics
Diversity & Inclusion Committee
• Cross functional representatives
• Meet periodically
• Coordinate development and
deployment of specific cross-functional
programs on diversity and inclusion
topics
NON FINANCIAL STATEMENTFERRARI N.V. 2023 ANNUAL REPORT AND FORM 20-F
ent teams and functions, and identifying risks and
opportunities. The Chief Financial Officer reports
periodically back to the Board of Directors on the
management of the organization’s impacts on the
economy, environment, and people.
Integrating sustainability into our Company relies on
a formal structure with clear accountabilities at dif-
ferent levels of the organization.
Board of Directors (Executive Level)
• ESG Committee
• Audit Committee
• Compensation Committee
Chief Executive Officer
Chief Financial Officer
(responsible for sustainability)
Ferrari Leadership Team (Strategic Level)
Working Groups (Operational Level)
ESG Strategic Committee
• Members of Company management
• Meet every quarter
• Reviews and validates sustainability
strategy, committments and targets
Green Sustainability Steering Committee
• Cross functional representatives
• Meet weekly
• Coordinate development and
deployment of specific cross-functional
programs on carbon footprint topics
Diversity & Inclusion Committee
• Cross functional representatives
• Meet periodically
• Coordinate development and
deployment of specific cross-functional
programs on diversity and inclusion
topics
INTEGRITY OF BUSINESS CONDUCT
At Ferrari, we seek to develop a cooperative envi-
ronment in which the dignity of each individual is
respected and that embodies the highest ethical
standards in business conduct. We are committed
to maintaining a fair, secure, productive and inclu-
sive workplace for all members of our workforce, in
which everyone is valued for its unique contribution.
The basis of Ferrari’s governance model is the
Code of Conduct that embodies a set of values rec-
ognized, adhered to and promoted by the Company.
Ferrari believes that a conduct based on the princi-
ples of diligence, integrity and fairness is a key driv-
er for the social and economic development. Ferrari
endorses the United Nations (“UN”) Declaration on
Human Rights, the International Labor Organiza-
tion (“ILO”) Conventions and the Organization for
Economic Co-Operation and Development (“OECD”)
Guidelines for Multinational Companies.
Accordingly, our Code of Conduct aims to en-
sure that all members of the Ferrari Group work-
force act with the highest level of integrity and com-
ply with applicable laws, thus contributing to build a
better future for our Company and the communities
in which we do business.
185
NON FINANCIAL STATEMENTFERRARI N.V. 2023 ANNUAL REPORT AND FORM 20-F In 2023, in light of the update of the Code of Conduct,
a series of training activities have been carried out
involving our employees. Moreover, in 2023, Ferra-
ri implemented a training and verification project
in different departments to raise awareness on the
topic of information confidentiality.
Furthermore, specific Business Ethics and Com-
pliance (“BEC”) surveys are conducted by the Inter-
nal Audit and Compliance departments in order to
assess the Ferrari Group worldwide workforce’s
awareness of the Code of Conduct and of other eth-
ics related procedures. In 2023, BEC surveys were
conducted on topics such as: Code of Conduct,
Whistleblowing Procedure, Gifts and Entertainment
Expenses’ Management, Group Regulatory Frame-
work and Information Confidentiality. On the basis
of the outcomes, dedicated and targeted training
sessions and awareness activities were carried out.
HUMAN RIGHTS
Ferrari’s commitment to respect, protect and pro-
mote human rights is laid down in the Human Rights
Practice, which is inspired by the guiding principles
set forth in the Code of Conduct and defines Ferrari’s
main commitments to a corporate culture dedicated
to ethics and integrity. In particular, the Human Rights
Practice sets out key principles such as the prohibi-
tion of child labor, compulsory labor and forced la-
bor, the attention to a healthy and safe working envi-
ronment for our employees, the rejection of any form
of abuse, harassment and discrimination, the zero
tolerance in respect of corruption and the protection
of the rights of local communities.
Moreover, in 2023, we adopted a dedicated Di-
versity and Inclusion Practice to encourage the dif-
fusion of a corporate culture based on inclusion and
mutual respect in the belief that diversity represents
a source of creativity, enrichment and innovation,
see “Corporate Governance—Diversity Policy”.
The table below provides an overview of the rel-
evant information on human rights policies regard-
ing four of our stakeholder groups, particularly re-
lated to human rights issues.
Ferrari’s Code of Conduct can be found on our cor-
porate website at https://cdn.ferrari.com/cms/
network/media/pdf/codice_condotta_ferrari_eng_
def.pdf
Ferrari’s integrity system sets the foundation for
the corporate governance of the Ferrari Group and
includes a framework comprised of the following
primary elements:
• Principles, set out in the Code of Conduct, that
capture Ferrari’s commitment to important val-
ues in business and personal conduct;
• Practices that are the basic rules that must guide
our daily behaviors in order to achieve our over-
arching Principles;
• Procedures that further articulate Ferrari’s spe-
cific operational approaches for achieving com-
pliance and that may have specific applications
limited to certain geographical regions and/or
businesses, as appropriate.
Ferrari's Practices and Procedures are drafted
taking into consideration the needs of stakeholders
and the precautionary principle. During 2023, we
strengthened our ESG commitments by introduc-
ing two Practices regarding the Environment and
Diversity and Inclusion. Our public Practices are
available on the Ferrari Corporate Website at the
following link: https://www.ferrari.com/en-EN/cor-
porate/practices
Our Code of Conduct, which was updated in ear-
ly 2023, also strengthening the reference to ESG as-
pects, has been approved by the Board of Directors
of Ferrari N.V. and is applicable to the whole Ferrari
Group. It applies to all Ferrari Group board mem-
bers and officers, full-time and part-time employ-
ees, as well as to all temporary, contract and all other
individuals and companies that act on behalf of the
Ferrari Group, regardless of their location. The Code
of Conduct also applies to Ferrari’s commercial
partners and suppliers. Compliance with the Code
of Conduct in its entirety would not be possible with-
out their contribution and consequently they are re-
quired to comply with principles such as integrity,
transparency and responsibility.
At the beginning of 2023, Ferrari N.V. adopted a
Compliance Model in order to assess and govern, at
a high level, corporate responsibility laws and reg-
ulations that apply to the Company in all relevant ju-
risdictions. The Model consists of a general part that
describes the governance principles and structure
of the Company, and a special part that highlights the
at-risk areas together with a description of the prin-
ciples and specific controls implemented to prevent
the perpetration of offenses relevant for the Com-
pany. As for the Code of Conduct, the principles set
out in the Compliance Model are incorporated in our
Practices and Procedures.
The Group Compliance and Internal Audit de-
partments investigate possible violations of the Code
of Conduct, reported either through the Ethics Help-
line, or eventually identified during standard audits.
186
NON FINANCIAL STATEMENTFERRARI N.V. 2023 ANNUAL REPORT AND FORM 20-F REFERENCE TABLE ON HUMAN RIGHTS
Stakeholders
Material topics
Key applicable policies
Section Reference of
Section Reference of
particularly related to
human rights issues
main KPIs
risks, opportunities and
managemenet actions
Employees and trade
• Talent attraction,
• Human Rights
• Being the Employer
• Proactively Fostering
unions
retention and
development
Practice
• Ethics Helpline
of Choice/Our
Employees in
Best Practice
Governance/
• Health, safety
• Code of Conduct
Numbers
Sustainability Risks
and well-being
• Stakeholder
• Being the Employer
• Being the Employer
• Diversity
and inclusion
Engagement
Practice
of Choice/
of Choice
Occupational Health
• Ethics and human
• Diversity and
and Safety
rights
Inclusion Practice
• Being the Employer
of Choice/
Training and Talent
Development
• Being the Employer
of Choice/Talent
Recruitment and
Employee Retention
• Proactively Fostering
• Best Practice
Governance/
Integrity of
Business Conduct/
Whistleblowing
• SASB index/Labor
practices
Suppliers
• Supply chain
• Human Rights
• Overview of
• Proactively Fostering
responsible
management
• Ethics and human
rights
Practice
• Stakeholder
Engagement
Practice
• Ethics Helpline
• Third Parties’
Our Business/
Procurement/
Best Practice
Governance/
Responsible Supply
Sustainability Risks
Chain
• Overview of
• Overview of
Our Business/
Our Business/
Procurement/
Compliance Practice
Procurement/
Responsible Supply
• Anticorruption
Conflict Minerals
Chain
Compliance Practice
• Proactively Fostering
• Overview of
Best Practice
Governance/
Integrity of
Business Conduct/
Whistleblowing
Our Business/
Procurement/
Conflict Minerals
Community and
• Responsibility
• Human Rights
• Creating and Sharing
• Creating and Sharing
university
towards the
Practice
Value with the
Value with the
community and
• Stakeholder
Community/Ferrari
Community/Ferrari
future generations
Engagement
& Education
& Education
• Ethics and human
Practice
rights
Clients
• Product technology,
• Human Rights
• Proactively Fostering
• Proactively Fostering
design quality
and safety
• Ethics and human
rights
Practice
• Stakeholder
Engagement
Practice
Best Practice
Governance/Data
Best Practice
Governance/
Protection, Privacy
Sustainability Risks
and Cybersecurity
• Exceeding
• Ethics Helpline
• Exceeding
Expectations/Vehicle
Expectations/Vehicle
Safety
Safety
ANTI-BRIBERY AND CORRUPTION
The Ferrari Group is committed to the highest stan-
dards of integrity, honesty and fairness in all internal
and external affairs and does not tolerate any kind
of bribery.
The laws of virtually all countries in which Fer-
rari operates prohibit bribery and any violation of
anti-bribery and anticorruption laws would entail
serious consequences for both companies and indi-
viduals, which can result in significant fines, impris-
onment of individuals and reputational damages.
Ferrari’s policy is that no one– director, officer or
other employee, consultant, agent, representative,
supplier or business partner– shall, directly or indi-
rectly, give, offer, request, promise, authorize, solicit
187
NON FINANCIAL STATEMENTFERRARI N.V. 2023 ANNUAL REPORT AND FORM 20-F or accept bribes or any other perquisite (including
gifts or gratuities, with the exception of commercial
items universally accepted in an international con-
text of modest economic value, permitted by appli-
cable laws and in compliance with the Code of Con-
duct and all applicable practices and procedures) in
connection with their work for Ferrari at any time or
for any reason.
In this respect, Ferrari has adopted the Anticor-
ruption Compliance Practice, which is considered
the document of reference for anticorruption mat-
ters by all worldwide Ferrari branches and subsid-
iaries and is applied in each country in accordance
with local legislation. The Anticorruption Compliance
Practice establishes the general rules of conduct
that must be followed in order to prevent corrup-
tion-related crimes and ensure compliance with the
anticorruption laws to which Ferrari is subject. Such
rules are further enhanced in internal Procedures
regulating those specific areas deemed at risk from
an anticorruption perspective.
Furthermore, during 2023 dedicated trainings
and awareness initiatives on Anticorruption have
been provided to our employees, with the aim to
promote the consistency of their behaviors with the
applicable anticorruption laws and regulations.
DEALINGS WITH THIRD PARTIES
Dealing with third parties entails inherent risks, in
particular in terms of potential corporate liabilities,
as well as financial and reputational damages that
Ferrari may suffer as a consequence of unlawful
conducts carried out by third parties with which
it does business (“Third Parties”). Hence, Ferrari
strongly believes that the capability to adequately
evaluate Third Parties, as well as promptly address
any threats and risk factors, represents an essential
requirement for the protection of its assets, integri-
ty and reputation in an overall and long-term vision.
Ferrari is committed to only collaborating with
third parties that meet certain requirements both in
terms of compliance with applicable laws and regu-
lations and in relation to ethics, integrity and trans-
parency. In this respect, Ferrari has adopted the
Third Parties Compliance Practice, that establishes
the general rules of conduct that must be followed
at Group level when dealing with any Third Parties,
including active and passive counterparties as well
as any further Third Parties with which Ferrari may
establish contractual relationships.
In particular, the Third Parties Compliance Prac-
tice underlines the importance of carrying out a
“compliance evaluation” before establishing any
business relationship with a Third Party in order to
examine its ethical reliability and reputation, its in-
volvement in a legitimate and lawful business, and
its commitment to share Ferrari’s values of integrity
and fairness.
By adhering to the principles outlined in the
Third Parties Compliance Practice, Third Parties are
therefore expected not only to comply with appli-
cable laws and Ferrari’s ethical principles and stan-
dards, but also to become active parties towards
their own employees and their respective third par-
ties in order to disseminate a culture of compliance,
integrity and transparency.
ANTITRUST
Ferrari Group recognizes the paramount impor-
tance of a competitive market and is committed to
fully comply with antitrust and other pro-competition
legislation in force in the countries where it operates
(“Antitrust Laws”), believing that compliance with Anti-
trust Laws is crucial to the Ferrari Group’s reputation.
Ferrari defines and pursues its commercial ac-
tivities and targets in autonomy and independence
with respect to any competitors, operating on the
basis of its own strategic and commercial decisions,
and strictly rejects any form of anticompetitive con-
duct. The Ferrari Group and its directors, officers,
and other employees shall comply with these prin-
ciples and refrain from any form of action, omission
or business practices that might represent an anti-
trust violation.
To strengthen its commitment to a free and fair
competition, Ferrari adopted the Antitrust Compli-
ance Practice, which outlines - at group level - the
rules and principles that all members of Ferrari’s
workforce must follow as well as the actions and
controls that they shall perform in order to prevent
antitrust offences and ensure compliance with Anti-
trust Laws.
In 2022 Ferrari completed the adoption of an An-
titrust Compliance Program in line with the Guide-
lines on Antitrust Compliance developed by the
Italian Competition Authority, which includes pro-
cedures, internal controls, as well as training and
awareness activities.
Furthermore, during 2023 dedicated trainings
and awareness initiatives on Antitrust have been
provided to our employees, with the aim to promote
the consistency of their behaviors with the applica-
ble antitrust laws and regulations.
ENVIRONMENTAL PRACTICE
Ferrari’s commitment to minimizing its impact on the
global environment is laid down in the Environmental
Practice, which is inspired by the guiding principles
set forth in the Code of Conduct and defines Ferra-
ri’s main commitments to a corporate culture dedi-
cated to the protection of the environment.
Ferrari considers environmental protection to
be a decisive aspect to be promoted in its overall ap-
proach to business and is committed to continuous-
ly improving the environmental performance of its
operations and complying with the provisions con-
tained in applicable laws and regulations.
In particular, the Environmental Practice sets out
key principles such as compliance with applicable
regulatory and legal requirements, periodic and sys-
tematic establishment of improvement objectives
188
NON FINANCIAL STATEMENTFERRARI N.V. 2023 ANNUAL REPORT AND FORM 20-F and their monitoring and measurement through
KPIs, the development of products that meet cus-
tomers’ needs while ensuring respect for the envi-
ronment, safety and quality, and the adoption of the
best available technologies for the efficiency of pro-
duction processes and the reduction of emissions
and environmental impacts.
For this reason, Ferrari is committed to reduc-
ing greenhouse gas emissions produced through-
out the product life cycle, to minimizing water use, to
promoting the reuse of waste materials in the pro-
duction process, to monitoring emissions into the
atmosphere and sewage system, and to helping pro-
tect biodiversity in the area on which its production
processes impact.
TAX STRATEGY
Ferrari Tax Strategy is inspired by the Code of Con-
duct, it was approved by the Board of Directors of
the Company and it applies to the Ferrari Group. The
Audit Committee of Ferrari is responsible for over-
seeing that the Company’s compliance practices
are in line with the Tax Strategy.
TAX VALUES
Inspired by the Code of Conduct, Ferrari tax man-
agement is carried out in accordance with the fol-
lowing tax values:
TAX PAID
1
Integrity, the Ferrari Group strives to maintain
high standards of integrity concerning tax ac-
counting and tax compliance, in order to pay the
amount of taxes legally due in any territory, in ac-
cordance with the rules set out by governments.
2 Zero tolerance, to maintain Ferrari Group’s
worldwide reputation, Ferrari does not tolerate
infringement and complies with all applicable tax
laws and regulations.
3 Sustainable and
lasting growth, considering
that taxes are a key contribution to the sustain-
able and lasting growth of the economies of the
countries where the Group carries out its busi-
ness, Ferrari is committed to apply sustainable
practices in its tax risk management activities.
4 Tax Authorities engagement, Ferrari engages
proactively with the competent Tax Authorities
in the jurisdictions where the Group operates,
approaching them with openness, honesty and
integrity.
5 Tax Disclosure, Ferrari is committed to disclose
the most appropriate set of tax information in its
financial and non-financial reporting, enabling it
to communicate its approach in relation to tax
and its own effective tax.
Italy, 87%
Rest of the World,
13%
COMPLIANCE WITH ECONOMIC SANCTIONS’
REGULATIONS
Economic Sanctions are those provisions adopted
by governments and institutions for managing crisis
scenarios, such as resolution of conflicts and fight
against terrorism, and guaranteeing respect for hu-
man rights and fundamental freedoms, in the com-
mon foreign and security policy.
Such provisions may include export license ob-
ligations, commercial restrictions, such as the so-
called trade embargoes, financial restrictions and
restrictions on movement, which can be targeted to
states, organizations, natural and legal persons.
It follows that the Ferrari Group, in carrying out its
activities, is required to evaluate and respect such
blocks, prohibitions and restrictive measures, in par-
ticular in relation to dealings with third parties and
transactions that potentially determine the involve-
ment of countries for which Sanctions risks apply.
In this respect, in 2021 Ferrari adopted the Sanc-
tions Compliance Practice, designed to formalize
the internal roles and responsibilities as well as the
principles and general rules aimed at preventing
conducts that may violate Economic Sanctions laws
and regulations.
189
NON FINANCIAL STATEMENTFERRARI N.V. 2023 ANNUAL REPORT AND FORM 20-F WHISTLEBLOWING
The Ferrari Group adopts the Ethics Helpline, a chan-
nel which allows all stakeholders (employees, cus-
tomers, suppliers and partners) to request advice
and/or report concerns about alleged situations,
events or actions which may be inconsistent with
the values and principles set out in the Code of Con-
duct, Organizational Models, laws and regulations,
as well as business practices and corporate rules.
The allegations are assessed by the relevant depart-
ments of Ferrari and managed in accordance with
the Whistleblowing Procedure, that has been pre-
pared on the basis of the international best practic-
es as well as to the applicable laws and regulations.
The Ethics Helpline can be accessed either by
phone or by web (with multiple languages available)
and is an essential element of the management pro-
cess, in accordance with the Code of Conduct. It is
managed by an independent provider, available 24
hours a day, seven days a week. All reported subjects
and facts are processed with the utmost confidenti-
ality, so that the individuals who report an alleged vio-
lation in good faith are not subject to any form of re-
taliation. In addition, stakeholders can report alleged
violations anonymously if permitted by local law. The
training course on Ferrari’s Code of Conduct also in-
cludes a section devoted to whistleblowing to ensure
that all employees know how the Ethics Helpline works.
Furthermore, Ferrari employees may also seek ad-
vice concerning the application and/or interpreta-
tion of the Code of Conduct by contacting the Group
Compliance department.
The Internal Audit and Group Compliance de-
partments, with the potential support of the Legal
Affairs and Human Resources departments, as well
as other business functions possibly involved, as-
sess all the allegations, classifying the reports re-
ceived into four categories: Conducting Business, In-
teracting with external parties, Managing our assets
and Information and Protecting our workforce. The
results and potential disciplinary actions resulting
from each allegation are then notified to the relevant
internal functions.
In addition, in order to provide maximum trans-
parency to the entire process, a Whistleblowing
Committee has been appointed, composed of the
heads of the Internal Audit, Group Compliance, Le-
gal Affairs and Human Resources departments.
The Whistleblowing Committee meets periodical-
ly to monitor the progress of the investigations
and ensures that the concerns raised are handled
appropriately. Periodic reporting on whistleblow-
ing management is provided to the CEO as well as
to the Audit Committee and further internal con-
trol bodies.
The reports received and investigated in 2023
have been categorized as per the table below.
WHISTLEBLOWING REPORTING AS OF DECEMBER 31, 2023
Category
Reports received in 2023
Reports closed in 2023
Reports in which a violation
was confirmed
Conducting business
Interacting with external parties
Managing our assets and
information
Protecting our workforce
Total
In this context, the reports received are a key instru-
ment for the Internal Audit and Group Compliance
departments to identify violations of the Code of
Conduct. For all Code of Conduct violations, the dis-
ciplinary measures taken are commensurate with
the seriousness of the case and comply with the ap-
plicable legislation.
Furthermore, a dedicated training on whis-
tleblowing has been provided in favor of new em-
ployees hired in 2023, to raise awareness on the im-
portance of a company culture based on ethics and
integrity, as well as to detail the process by which em-
ployees can report suspected or actual misconducts.
1
2
4
4
11
1
1
1
3
6
RELATION WITH PUBLIC INSTITUTIONS AND
TRADE ASSOCIATIONS
We are committed to conducting our government
and public institution relations, including corpo-
rate lobbying activities, in compliance with the
laws and regulations in force where Ferrari oper-
ates, as well as in accordance with the principles
established in our Code of Conduct and Anticor-
ruption Compliance Practice.
Our institutional relations are underpinned by
criteria of transparency, legitimacy and responsibil-
ity, both with reference to information disseminated
in public offices and relationships with institutional
interlocutors. We aim to contribute positively to the
future development of regulations and standards in
1
1
5
4
11
190
NON FINANCIAL STATEMENTFERRARI N.V. 2023 ANNUAL REPORT AND FORM 20-F the automotive industry and in all other sectors re-
lated to the mobility of people and goods.
We are registered with the European Trans-
parency Register. The Register provides informa-
tion about the interest representatives that seek to
contribute to the decision-making processes of the
European Union, and a code of conduct serving as a
framework to regulate their activities.
As required by the applicable legislation, the es-
timated annual costs attributable to activities cov-
ered by the Register are publicly disclosed through
the EU Transparency Register, also available online.
We are a member of trade associations in main host
countries. The main organizations of which we are a
member are:
turers’ Association;
stria Automobilistica;
• Europe: ACEA – European Automobile Manufac-
• Italy: ANFIA – Associazione Nazionale Filiera Indu-
• United Kingdom: SMMT – Society of Motor Manu-
• USA: AFAI – Alliance For Automotive Innovation;
• Canada: GAC – Global Automakers of Canada.
facturers and Traders;
In 2023, our membership fees for trade associations
accounted for about € 700 thousand.
Furthermore, we are member of several other
associations as well as national and international ad-
vocacy organizations. Please refer to the GRI con-
tent index for the list of the main associations Ferrari
is member of.
DATA PROTECTION, PRIVACY AND CYBERSECURITY
DATA PROTECTION AND PRIVACY
We care about processing data in a safe and trans-
parent manner and act in accordance with the
current legislative framework that governs the
processing of our personal data at a global scale,
including but not limited to the General Data Protec-
tion Regulation “GDPR” (EU Regulation no. 2016/679),
the UK GDPR and the California Consumer Privacy
Act of 2018 “CCPA”. The data protection legal frame-
work has steadily developed in recent years and has
brought a new consciousness about privacy.
Data protection and privacy law requires, among
others, the application of increased transparency
obligations, the introduction of common records of
processing activities, the appointment of a Data Pro-
tection Officer “DPO”, an effective response mecha-
nism to data subjects’ privacy-related requests and
– where advisable – privacy impact assessments be-
fore processing personal data.
Within this context, we have adopted a progres-
sive approach to ensure compliance with data pro-
tection and privacy law requirements, such as the
implementation of new processes (e.g. system col-
lecting consents and privacy notices, adoption of a
Governance tool in order to periodically update the
records of processing activities, to perform privacy
impact assessments, to perform the balancing test,
to manage cookies), the creation of internal proce-
dures (e.g. Privacy Procedure, Privacy by Design,
Data Retention Procedure, Data Breach Procedure,
Appointment and management of system admin-
istrators, Management of requests from data sub-
jects etc.), the guarantee of an effective and prompt
response to requests from data subjects (e.g. im-
plementation of an online portal which will allow
consumers to make privacy requests), the update
of privacy notices, the drafting of operating instruc-
tions for authorized persons within the Company,
the identification of internal privacy referents within
Company departments and the creation of an inter-
nal Privacy Committee.
In case a transfer of Personal Data to third par-
ties is necessary, we have implemented a Data Pro-
cessing Agreement (DPA) to be signed by the third
party. The process provides for the filling out of a
specific “DPA” section during the issuance of the pur-
chase request in favor of the supplier. An Intercom-
pany Data Protection Agreement has been signed by
Ferrari S.p.A. and its subsidiaries. E-learning cours-
es, aimed at raising awareness on data privacy reg-
ulations and requirements, are organized for and
addressed to the employees who are involved in the
processing of personal data. An e-learning course
relating to the correct collection of clients’ data and
their consents is organized for the Dealer Network.
Dedicated face-to-face trainings have been deliv-
ered to the Privacy Referents.
CYBERSECURITY
As our technology continues to evolve, we anticipate
collecting and storing even more data in the future,
and that our Information Technology (IT) systems
will improve security countermeasures against the
risks of willful and unintentional security breaches.
Much of our value is derived from our confidential
business information, including car design, propri-
etary technology and trade secrets.
We also collect, retain and use certain person-
al information, including data we gather from cli-
ents for product development and marketing pur-
poses, and data we obtain from employees. Any
unauthorized access to our information technol-
ogy systems may compromise the confidentiality
of Ferrari’s intellectual property or the privacy of
our clients’ information and expose us to claims as
well as reputational damage. For these reasons, we
have always paid the utmost attention to cyberse-
curity. We have created a system of procedures,
191
NON FINANCIAL STATEMENTFERRARI N.V. 2023 ANNUAL REPORT AND FORM 20-F policies, services, infrastructures and trainings as
well as awareness to address all facets of cyberse-
curity currently known.
The area that has been nurtured the most is in-
formation protection with a focus on preventing
data breaches, which has been addressed through
several tools and countermeasures.
In 2023, 75 cyber incidents were recorded, of
which one was significant. It involved the theft of
customer data for which a monetary ransom was
demanded. Ferrari not only did not pay any ransom
but reported to all customers and media the inci-
dent and the refusal to pay. After the announcement
the threat actor disappeared and no additional data
publication occurred. Since then the entry point of
the attack has been hardened, and additional cyber-
security countermeasures, both preventive and de-
tective, have been put in place.
Cybersecurity topics are discussed in various inter-
nal Committees several times per year, as well as at the
Audit Committee level at least once a year. For further
details see “Corporate Governance—Cybersecurity”.
INFORMATION/CYBERSECURITY INCIDENTS(6) & BREACHE
Total number of information security breaches or other
cybersecurity incidents
Total number of substantiated complaints received from
regulatory authorities concerning breaches of customer privacy
Total number of identified incident involving customer data
Total amount of fines/penalties received from regulatory
authorities (€ million)
2023
75
0
1
0
2022
72
0
1
0
2021
45
0
0
0
COMPLIANCE WITH APPLICABLE LAWS
AND REGULATIONS
In 2023, there were no significant final judgements
relating to the breach of (i) corruption laws, (ii) an-
ti-competitive, antitrust and monopoly laws.
With reference to the same period, there were no
significant(7) final judgements relating to non-com-
pliance with laws and regulations. During the re-
porting period, there were no significant fines and/
or non-monetary sanctions with respect to compli-
ance with laws and regulations and no incidents of
discrimination were identified.
SUSTAINABILITY RISKS
We are committed to creating a culture of sustain-
ability. Creating such a culture requires effective
risk management, responsible and proactive deci-
sion-making, and innovation. Our efforts are aimed
at minimizing the negative impacts of our business.
We have integrated the analysis and assessment
of socio-environmental risks in our risk manage-
ment framework and are currently integrating our
risk management activities with the outcomes of
the double materiality analysis described in “Double
Materiality Analysis and Stakeholder Engagement—
Double Materiality Analysis of Ferrari Group”.
Below, the key risks and risk trends most rele-
vant to our material topics. Further information on
sustainability risks and the related management
approaches put in place by Ferrari are reported
throughout this Statement.
Key Risk
Material topics
Further references
Competition (Strategic risk)(8)
Product technology, design quality and
Exceeding Expectations
safety
Key Risk
Material topics
Further references
Technology, Product and Regulation
Product technology, design quality and
Exceeding Expectations; Reducing Our
(Strategic risk)
safety; Climate change; Raw materials and
Environmental Footprint
circular economy
192
NON FINANCIAL STATEMENTFERRARI N.V. 2023 ANNUAL REPORT AND FORM 20-F Key Risk
Material topics
Further references
Execution of lifestyle strategy for retail
Talent attraction, retention and
Being the Employer of Choice
(Strategic risk)
development
Key Risk
Material topics
Further references
Social and Geopolitical Instability
(Operational risk)(9)
Raw materials and circular economy;
Reducing Our Environmental Footprint;
Supply chain responsible management
Overview of Our Business/Procurement;
Proactively Fostering Best Practice
Governance
Key Risk
Material topics
Further references
Production Disruption and
Raw materials and circular economy;
Reducing Our Environmental Footprint
Transformation Costs (Operational risk)
Climate change
Key Risk
Material topics
Further references
Supply Chain Resilience (Operational risk)
Ethics and human rights; Supply chain
Proactively Fostering Best Practice
responsible management; Climate Change;
Governance; Overview of Our Business/
Raw materials and circular economy
Procurement; Reducing Our Environmental
Footprint
Key Risk
Material topics
Further references
Human Capital Management and Internal
Product technology, design quality and
Exceeding Expectations; Being the
Organization (Operational risk)
safety; Talent attraction, retention and
Employer of Choice
development
Key Risk
Material topics
Further references
Scuderia Ferrari Success (Operational
Talent attraction, retention and
Being the Employer of Choice
risk)
development
Key Risk
Material topics
Further references
Cybersecurity Including Third Parties
Supply chain responsible management;
Overview of Our Business/Procurement;
Vulnerabilities (Operational risk)
Data responsibility, privacy and
Proactively Fostering Best Practice
cybersecurity
Governance
Key Risk
Material topics
Further references
Climate Change (Health, Safety and
Environmental risk and Strategic risk)(10)
Product technology, design quality and
Further Climate-related Disclosures (TCFD)
safety; Climate Change; Raw materials and
circular economy; Supply chain responsible
management
Key Risk
Material topics
Further references
Non-compliance with Laws, Regulations,
Product technology, design quality and
Reducing Our Environmental Footprint;
Local Standards (Including Tax) and Codes
(Compliance risk)(11)
safety; Climate change; Health, safety and
Exceeding Expectations; Being the
well-being; Natural resources management
Employer of Choice; Proactively Fostering
and biodiversity; Ethics and human
Best Practice Governance
rights; Data responsibility, privacy and
cybersecurity
A detailed description of these risks and how we respond to them can
be found in the section “Risk Management Process and Internal Con-
trol Systems”.
193
NON FINANCIAL STATEMENTFERRARI N.V. 2023 ANNUAL REPORT AND FORM 20-F EXCEEDING
EXPECTATIONS
RESEARCH, INNOVATION AND TECHNOLOGY
Innovation is in our DNA and we will continue push-
ing boundaries to anticipate clients’ desires, always
setting new standards in the “Ferrari way”.
Innovation drives products and processes,
which represents one of our key differentiating fac-
tors. This is why we are focused on developing new
technologies and distinctive designs.
Participation in the FIA Formula 1 World Cham-
pionship with Scuderia Ferrari and the World En-
durance Championship with the Ferrari Endur-
ance Team is an important source of innovation
to support the technological advancement of Fer-
rari’s product portfolio. Moreover, our develop-
ment efforts focus on innovation with the goal to
enhance design, performance, as well as driving
thrills. This will provide the basis for a future pow-
ertrain offering, including full electric, and other
technologies. In addition to these internally driven
factors, regulation is key in determining the direc-
tion of technical innovation.
One of our other main focuses is on innovating
our working methods, which involves stimulating
the creativity of our employees. At Ferrari, we con-
stantly propose and welcome new ideas. This deter-
mination is also reflected in the significant increase
in the number of patent proposals submitted by Fer-
rari employees in recent years. In May 2023, we cele-
brated the “Inventori Ferrari” at our Maranello head-
quarters, this initiative was dedicated to employees
who have distinguished themselves in the develop-
ment of patents during the year 2022.
Quality has always been at the basis of our suc-
cess. With this in mind, we first certified our quality
management system in 1996 and in 2015 we were
among the first companies to be certified in confor-
mity to the latest version of the ISO 9001:2015 stan-
dard, relating to the planning, design, development,
production, sales and after-sales service regarding
our Sports Cars. Our approach to quality creates a
fertile environment for the development of innova-
tive ideas and solutions that will improve products,
methods and the working environment. Among the
programs that we have implemented, Pole Position
rewards ideas put forward by individual staff mem-
bers. In 2023, we received around 13 thousand sug-
gestions from employees with a focus on carbon
neutrality and process efficiency.
Our focus on excellence requires a strong col-
laboration with our suppliers, and a handful of them
are considered “key strategic innovation partners”.
Collaborations with leading universities are also in
place to foster the development of new ideas.
Technological breakthroughs are further en-
hanced through design. In 2010, the Ferrari Design
Center was established as a best-in-class in-house
design department to improve control over the de-
sign process and to ensure long-term continuity of
the Ferrari style. A guiding principle of the Ferra-
194
RESEARCH AND DEVELOPMENT AND CAPITAL EXPENDITURES (€M)
EXPENSED RESEARCH AND DEVELOPMENT AND CAPITAL EXPENDITURES
1,700
1,265
706
1,261
734
1,324
750
1,342
824
1,450
911
559
527
574
518
539
2019
2020
2021
2022
2023
Research and Development expensed to the P&L
Gross Capital Expenditures
GROSS CAPITAL EXPENDITURES
1,000
706
24
330
352
734
32
320
382
750
22
363
824
41
416
911
39
448
365
367
424
0
0
2019
2020
2021
2022
2023
Property, Plant and Equipment
Capitalized Research and Development
Other Intagible Assets
NON FINANCIAL STATEMENTFERRARI N.V. 2023 ANNUAL REPORT AND FORM 20-F
ri style is that each new model represents a clear
departure from prior models and introduces new
and distinctive aesthetic elements, delivering con-
stant innovation within the furrow of tradition. Our
designers, modelers and engineers work together
to create car bodies that incorporate the most in-
novative aerodynamic solutions within the elegant
and powerful lines typical of Ferrari cars. The De-
sign team has been presented with several design
awards, among which in 2023 the “Red Dot: Best of
the Best” award. We continue to regularly launch
new cars with enhanced technological innovations
and design improvements.
We confirm our ambition to launch 15 new models
between 2023-2026 with the purpose of maintaining
the product portfolio’s leading position and unique-
ness. Clients will have the possibility to choose from
a range of powertrains: internal combustion engine,
hybrid and electric. In addition, we are committed to
develop solutions in energy efficiency and alterna-
tive fuels for internal combustion engines.
The Research and Development (R&D) invest-
ments and expenses to fuel the growth of the
Group, as described above, are represented in the
charts below(12).
RESEARCH AND DEVELOPMENT AND CAPITAL EXPENDITURES (€M)
EXPENSED RESEARCH AND DEVELOPMENT AND CAPITAL EXPENDITURES
1,700
0
1,265
706
1,261
734
1,324
750
1,342
824
1,450
911
559
527
574
518
539
2019
2020
2021
2022
2023
Research and Development expensed to the P&L
Gross Capital Expenditures
GROSS CAPITAL EXPENDITURES
1,000
706
24
330
352
734
32
320
382
750
22
363
824
41
416
911
39
448
365
367
424
0
2019
2020
2021
2022
2023
Property, Plant and Equipment
Capitalized Research and Development
Other Intagible Assets
195
NON FINANCIAL STATEMENTFERRARI N.V. 2023 ANNUAL REPORT AND FORM 20-F OPEN INNOVATION
Innovation runs within Ferrari and we are well aware
that partnerships and synergies with external enti-
ties of different sectors have to be established to face
the future challenges of the automotive industry.
By getting access to the most advanced re-
search and studies, we aim to develop new practical
solutions for our industrial processes and technical
products. We believe that open innovation is a profi-
cient tool capable of helping us cross the boundaries
between different sectors and technologies. Below
are just a few examples on how we lead innovation
in our Company.
We have established partnerships with univer-
sities and research centers to convert the most
advanced theoretical research, especially in tech-
nology, engineering and computer science, into
practical solutions for our industrial processes. We
also collaborate with research centers and other or-
ganizations to find common solutions to technolog-
ical problems, combining state-of-the-art expertise
from different sectors.
The spreading of cross-fertilization and high-end
know-how between different companies is becom-
ing increasingly relevant for the emergence of inno-
vative ideas. Ferrari is one of the founding members
of CRIT, a private company specialized in the research
and analysis of technical and scientific information,
and in the development of research project activities.
The aim of CRIT is to spread collaborative innovation
between different enterprises and to share differ-
ent needs and knowledge in order to generate new
ideas and access enabling technologies. In Decem-
ber 2023, Ferrari was proud to host CRIT’s bi-annual
Technical-Scientific Committee meeting.
A more fertile environment for innovation can
also be created by generating a virtuous circle be-
tween big companies and start-ups. Ferrari, with the
help of specialized partners, is scouting start-ups
worldwide to develop specific innovation projects
that will result in the realization of proof-of-concept
prototypes. In 2023, we continued our partner-
ship with technology scouting specialist CDILabs to
identify interesting start-ups according to several
targeted development topics. Collaborations with
start-ups are also intended to support their develop-
ment journey and facilitate them to become Ferra-
ri’s future potential partners.
In 2023, Ferrari became an official partner of the
Motor Valley Accelerator start-up program, based in
Modena, administered by Plug & Play, a globally rec-
ognized specialist in start-up incubation, accelera-
tion and investment.
By working in close contact with key suppliers to
foster innovative solutions and by sharing different
expertise, we were able to overcome challenges in
many different fields. An example of this approach
can be found in the partnership created with com-
ponent suppliers for our new electric and hybrid
powertrains and additive manufacturing for vehicle
components.
Several added-value ideas are generated with-
in our company. With the objective of sharing “in-
novation pills” to allow the flow of ideas across all
technical fields and improving the network of op-
portunities in the innovation ecosystem, we share,
twice a month, an “Innovation Newsletter” to all
employees of the company with news and insights
on future mobility, connectivity and advancements
in science and technology, as well as news on inno-
vative developments by our competitors, partners
and start-ups.
In 2023 we launched the “Open Innovation Hub”,
an internal intranet site aiming to provide a single
point of contact within Ferrari to find research and
innovation resources, including a calendar of Tech
Days, when external suppliers bring their road-
shows to Maranello for all employees to join in and
interact with.
VEHICLE SAFETY
Vehicle safety is among our top priorities and Ferra-
ri cars are always designed and manufactured with
the safety of our clients and other road users in mind.
Given the nature of our cars, the electron-
ic equipment is developed with an integrated ap-
proach, ensuring the best balance between safety,
control and best-in-class performance, to further
enhance the Ferrari driving thrills.
All of our models are subject to a series of tests
to obtain approval from the relevant authorities.
Moreover, we start assessing all our new models at
an early stage of planning and design to identify ar-
eas of improvement.
To guarantee the highest level of passenger
safety, we develop both passive and active safety
systems. Passive safety requirements are the ini-
tial guidelines assigned to the engineers in order
to define the design of every component, from car
framework to all the retain components (airbags,
seat belts, etc.). Moreover, specific devices are in-
stalled in racing cars to obtain FIA (Federation Inter-
national de l’Automobile) approval.
With the aim of solving issues beforehand and re-
ducing the environmental impact of these activities,
all tests are reproduced in a state-of-the-art virtual
environment before conducting them with real cars.
Regarding active safety, we believe that the fu-
ture developments of vehicle safety will be linked to
Advanced Driver Assistance Systems (ADAS) and
Human-Machine Interface (HMI), capable of pre-
venting or mitigating crash occurrences. We are
currently assessing the implementation of the most
recent trends and developments in terms of simpli-
fying and facilitating the interaction between the car
196
NON FINANCIAL STATEMENTFERRARI N.V. 2023 ANNUAL REPORT AND FORM 20-F and the driver to avoid any distraction. ADAS are in-
cluded into our entire fleet, and we are working to
implement new solutions for our upcoming models,
such as lane keeping assist, intelligent speed assist
and driving drowsiness.
The SF90 Stradale, the first hybrid series-pro-
duction car in Ferrari’s history, encapsulates the
most advanced technologies developed in Maranello,
including the HMI which, with its track-derived “eyes
on the road, hands on the steering wheel” philosophy,
takes on a truly central role. The result is an HMI (Hu-
man- Machine Interface) that is a complete departure
from previous models. The “hands-on-the-steering-
wheel” philosophy has consistently driven the de-
velopment of the human machine interface in every
Ferrari Formula 1 car and its subsequent gradual
transfer to our roadgoing sports cars.
The SF90 Stradale’s steering wheel completes
the transfer process from racing and also ushers
in a new era by introducing a series of touch com-
mands that allow the driver to control the most im-
portant performance-related aspect of the car with-
out ever taking their hands off the wheel. The Head
Up Display is another part of the innovative HMI and
allows various data to be projected onto the wind-
shield within the driver’s field of vision so that their
attention is not distracted from driving. We extend-
ed this innovative HMI to the Roma and the 296 GTB,
among others.
For Ferrari, safety is also about on the road be-
havior. To this effect, Charles Leclerc is also a testi-
monial for 3500 LIVES, a campaign launched by FIA
with the aim of promoting road safety and making
the roads safer for everyone by outlining the golden
rules that can help save lives when driving.
Regarding further aspects of vehicle safety see
“Overview of Our Business—Regulatory Matters—
Vehicle safety”.
197
NON FINANCIAL STATEMENTFERRARI N.V. 2023 ANNUAL REPORT AND FORM 20-F BEING THE
EMPLOYER OF
CHOICE
OUR PEOPLE
“I believe factories are made of machines, walls and
peolple. Ferrari is made most of all by people”
— Enzo Ferrari
collars, to work in remote working 2 days per week,
based on an individual agreement between the Com-
pany and the employee.
The high attention and care for our products is the
foundation upon which Ferrari’s success is built and
this is feasible thanks to the efforts of the people
working in Ferrari.
One of the many strengths is the ability to attract,
retain and develop talents. Since 1997, we have de-
veloped the “Formula Uomo” initiative, with the in-
tention of developing a high-quality working life for
our employees. Over the years, the project has be-
come a pillar of our culture, based on redesigning
the working environment, enforcing a safety-first
culture, enabling individual development, enhancing
teamwork and building a community now compris-
ing 71 different nationalities.
After COVID-19 we committed to favor the phys-
ical presence of people in offices and facilities while
allowing certain categories of workers, such as white
In 2023, we continued the program “Formula In-
sieme”, whose aim is to pursue the continuous de-
velopment of Ferrari through a “plan, do, check,
act” approach, starting from our employees’ opin-
ions, gaining awareness of their points of view and
identifying opportunities for continuous improve-
ment. We analyzed the important results of an on-
line survey, which took place in 2023, through which
we collected the opinions of our employees on dif-
ferent topics concerning the working environment
like safety, change readiness, open culture and
many others. Following the survey, which involved
more than 95% of our employees, aggregated re-
sults were shared with employees and analyzed to
identify possible areas for improvement and gather
suggestions/proposals for action. The program will
be repeated on a two-year basis, following a process
of continuous improvement.
198
NON FINANCIAL STATEMENTFERRARI N.V. 2023 ANNUAL REPORT AND FORM 20-F
199
NON FINANCIAL STATEMENTFERRARI N.V. 2023 ANNUAL REPORT AND FORM 20-F WORKING ENVIRONMENT
We know that the best individual and team perfor-
mance is only achieved if employees feel they are in
the right environment. We also believe that the qual-
ity of our products cannot be separated from the
lives of the people working at Ferrari.
This is why the working environment and well-be-
ing of the Company’s employees are among our most
important priorities, representing the key focus of
our “Formula Uomo” initiatives.
Our complex in Maranello, a state-of-the-art
work environment, was designed to reinforce the
synergistic relationship between work and results.
With the needs of our employees firmly in mind, our
manufacturing facilities are specifically created to
combine carefully designed lighting systems, pro-
jected to maximize the amount of natural light, and
several external and internal green areas. Thermal
comfort throughout the factory is also a crucial
requirement and, since 2013, the in-plant found-
ry is equipped with a cooling system that makes
it air-conditioned and climate controlled. Special
measures aimed at reducing the environmental
impact and noise using advanced technologies are
also in place. As an example, the design of our Ma-
chining department is aimed at providing the work-
place with maximum acoustic comfort thanks to
noise reduction solutions (source and reverbera-
tion). To promote an active lifestyle among our em-
ployees, we rely on our “Formula Benessere” pro-
gram, aimed at providing preventative healthcare
to employees and their children. A gym is available
for all the employees in Maranello, while employ-
ees at the Modena plant have a free membership
in one of the city gyms, initially provided to the F1
racing team as part of their training program for
the Grand Prix activities. As part of the “Formula
Benessere” benefits, preventative healthcare and
sports check-ups are provided to all employees
and their children. Medical specialists are avail-
able for consultation in areas such as ophthalmic,
cardiology, osteopathy and dermatology, among
others. A free annual check-up focusing on gener-
al health and fitness is also provided to managers
and employees’ children aged 5 to 15. In 2023, more
than 1,900 employees and 820 children benefitted
from medical and specialist check-ups performed
through “Formula Benessere”. This program aims
to foster people’s health by enhancing their psy-
cho/physical performance through annual medical
check-ups and nutritional, performance and medi-
cal programs. For our people involved in F1 World
Championship we developed the “Check-Up F1”.
Moreover, people can access medical and physio-
therapeutic support during trips related to the For-
mula 1 World Championship.
Our attention to the promotion of health and
safety among our employees goes beyond what
is required by law and, to this effect, special work-
shops are organized for employees to raise aware-
ness on the importance of these topics.
200
NON FINANCIAL STATEMENTFERRARI N.V. 2023 ANNUAL REPORT AND FORM 20-F We have launched the program “Formula Estate
Junior” to foster a sense of belonging among em-
ployees and their families and to offer concrete
support to working parents with the demanding
duties of childcare during school holidays. This ini-
tiative consists of a free day camp for employees’
children aged 3 to 13, with various programs in-
cluding sports, outdoor activities, excursions and
workshops. The program, which has reached its
15th edition, allows children to enjoy an exciting ex-
perience with a didactic purpose: each edition of
the “Formula Estate Junior” camp has an education-
al theme developed by professional educators (124
in 2023) and is organized in collaboration with the
local community. The 2023 edition saw the partici-
pation of more than 800 children.
Education is also the focus of a series of differ-
ent initiatives that provide scholarships to talented
junior high, high school and university students.
Our scholarship program, named after our found-
er Enzo Ferrari, is intended for children of em-
ployees and employees who have continued their
studies and who have achieved excellent academ-
ic results. In 2023, our scholarship program was
awarded to 104 talented students with the awards
handed out by our Chairman and our Chief Execu-
tive Officer during an outdoor event. Moreover, in
2023 we reimbursed approximately 940 employ-
ees for the cost of their children’s textbooks (reim-
bursement is offered to all employees’ children un-
til high school and, in certain cases, we reimburse
the cost of school textbooks for employees in con-
tinued education).
We offer additional benefits to our employees in
five different areas – food, free time, wellness, trav-
el and personal services – including personalized
loans at competitive rates within the internal branch
of a local bank, special rates for housing needs and
discounts at the Ferrari Museums, Ferrari Stores
and at the Ferrari Company Outlet.
Regarding sustainable mobility, we offered our
employees the possibility of long-term rental of elec-
tric cars and bicycles. The project “Bike to work” in col-
laboration with local authorities to encourage the use
of bicycles to reach the workplace has also continued.
To foster the sense of belonging, the Company
usually organizes multiple events. In 2023, we hosted
at the Mugello circuit the Ferrari Challenge champi-
onship Finali Mondiali, an event that brings together
drivers and fans of the various Prancing Horse se-
ries on a single circuit to celebrate the end of the
sporting season. The event was attended by over
1,400 of our employees together with their guests.
The aim of the project is to create a more familiar
work environment and cohesion, interaction and
collaboration among Ferrari employees.
In December, we also organized the Ferrari Light
Experience at our Maranello plant, a journey ded-
icated to our Ferrari People and their loved ones
through lights, sounds, and images that reflected the
essence of who we are and celebrate the successes
of our team. Moreover, during the month of Decem-
ber, over 2 thousand children of our employees from
0 to 10 years old received their Christmas gifts.
In 2023, in order to strengthen the sense of be-
longing and allow our employees to experience the
emotions associated with our models, we continued
“Esperienza Ferrari”, an initiative that gives all em-
ployees the opportunity to take a ride in a Ferrari
driven by a professional pilot on the Fiorano circuit.
Over the last years, several culture and sport
associations have been created: employees and for-
mer employees that share a common interest have
the opportunity to cultivate their passions and or-
ganize sport and recreational activities together. All
these benefits are provided to all of our employees.
TRAINING AND TALENT DEVELOPMENT
Along with the need to hire, develop and retain tal-
ents, we are aware that we must manage human
capital as a critical resource to achieve the best
possible results.
The success, prestige and appeal of our brand
depends on the ability to attract talents and retain
them. In particular, top drivers, racing management,
engineering talents and all the employees that make
Ferrari unique have to be rewarded based on their
ability, determination, and expectations. This is why
we offer career progression opportunities tailored
to each individual’s strengths, ambitions and our
Company’s requirements, underpinned by substan-
tial investments in training.
A total of over 135 thousand hours (up 71% vs.
2022) of training have been provided to the Compa-
ny’s employees in 2023, covering many areas, such
as digitalization, globalization, sustainability and
continuous improvement. This result was achieved
mostly thanks to the high-quality volunteering train-
ing we provide to our employees, such as the “Ag-
ile learning for an Agile Company” project, the Har-
vard Manage Mentor e-learning platform and the
two MBA programs. The increase in the number of
training hours is mainly attributed to the “Agile learn-
ing for an Agile Company” project. What makes Fer-
rari’s craftsmanship unique is the direct transfer of
knowledge and expertise from senior to junior work-
ers, which in our manufacturing process takes place
directly on the job because we believe in constantly
maintaining excellence through “learning by doing”.
Human capital development ensures that our
Company has the appropriate skill set to execute the
business strategy and improve employee attrac-
tion, retention, as well as motivation, and, as a result,
enhance productivity and the quest for innovation.
Training requests for employees who receive a reg-
ular performance and career development review,
201
NON FINANCIAL STATEMENTFERRARI N.V. 2023 ANNUAL REPORT AND FORM 20-F are identified during this review process in order to
address the needs of both parties.
A Training Plan with three specific objectives is
in place:
(1)
TO PROTECT AND PASS ON THE STRATEGIC
AND SPECIFIC KNOW-HOW OF FERRARI
AND TO PROJECT OURSELVES INTO THE FUTURE
OF INNOVATION.
Among all the training initiatives in Ferrari, we are
very proud of our “Scuola dei Mestieri”, started in
2009. It is a unique, in-house, technical training proj-
ect for both white collars and blue collars, which
increases the professionalism of junior talents and
motivates senior employees, recognizing their com-
petencies by asking them to become Maestri and to
pass on Ferrari’s unique heritage to the next genera-
tion. The initiative combines different didactic meth-
odologies, including on the job sessions and in-class-
room training, both focused on the consolidation of
competencies and skills, with a particular focus on
innovation, and visits to partner companies to learn
about their best practices. Being a Maestro is an aspi-
rational position and key to the Company’s success.
In 2023, we further consolidated the activities
of the previous years, with the three main areas
of focus being: product innovation (mainly with re-
gard to hybridization, HMI and new components, in a
cross-functional training), process innovation (as in
the case of welding and screwing processes) as well
as support and induction of new colleagues. In par-
ticular, in 2023 the topic of the transition to full elec-
tric vehicles was enhanced in order to ensure that
future models respect Ferrari quality standards.
Moreover, the new courses on Cyber Security Man-
agement System were continued.
To support teaching activities, the use of aug-
mented reality is also being experimented with to
complement classrooms and laboratories. This ap-
plication, which makes it possible for attendants to
take advantage of this technology through specific
tools but also through tablets or cell phones, will be-
come structural in the coming years.
In 2023, to ensure effective training opportu-
nities for our employees, we continued to provide
courses in hybrid mode through e-learning plat-
forms, webinars and in classrooms. Employees
were given access to a dedicated virtual library con-
taining all the courses and tablets were distributed
among participants to guarantee accessibility and to
increase the experiential level of the course.
Furthermore, within “Scuola dei Mestieri” we
have implemented an activity called “Scuola delle
Professioni”, dedicated to young engineers and all
employees of the Purchasing and Quality depart-
ment, in order to provide them with an overview of
all the phases of product development and to pass
on the Ferrari DNA. The course is based on four mac-
ro areas: product development, vehicle technology,
testing and factory, and supporting activities. The
course comprises more than 40 lectures and more
than 80 hours. The participants can conduct “techni-
cal” visits to all production departments and under-
stand the unique manufacturing process in Ferrari.
We started a training course for blue collars ap-
pointed as Conduttori, workers without hierarchi-
cal responsibilities who play the role of link between
the team and the supervisor (team leader). Condut-
tori are chosen not only for their technical skills but
also for their soft skills. The training course lasts 40
hours and covers management, hard and soft com-
petences and problem-solving aspects. The training
and improvement of their competences is essential
as they have the task of training new employees.
(2)
TO SHAPE AND PREPARE THE FUTURE
MANAGERIAL CLASS FOR BUSINESS,
INNOVATION, MANAGEMENT AND HUMAN
CAPITAL DEVELOPMENT CHALLENGES.
In 2023, we completed the fourth edition of the Fer-
rari Corporate Executive MBA (EMBA), our master’s
program which aims to improve the management
skills of the attendees, to let them gain experience
on the most recent innovation trends and to con-
vey the Ferrari leadership model. This master’s de-
gree, which over the past four years has involved
more than 150 people, offers a unique tailor-made
program to form a critical mass within the manage-
ment class that will be able to grasp the challenges
of the future, while at the same time preserving the
tradition of Ferrari. The EMBA is designed for 30
managers of the Ferrari Group who, for about 12-15
months, participate to face-to-face and online lec-
tures. During the course of study, innovation talks,
leadership workshops and site visits to production
plants are carried out. This master’s degree helped
to develop a group of managers with a shared ap-
proach to leadership, while respecting and valuing
individual differences. A group on which Ferrari can
rely on to tackle future challenges.
In addition to the Executive MBA, since 2021 a
new program was launched for employees aged
between 27 and 35 who have been mapped as high
potential talents by the performance evaluation sys-
tem: the Ferrari Global Corporate MBA. This mas-
ter’s degree provides participants with managerial
skills, paying special attention to the three main dis-
ruptive trends of our time: technological innovation,
digital transformation and sustainable transition.
The master’s program concludes with an 8-weeks
project work or internship in an innovative company
operating in sectors other than the automotive one,
at the end of which the main results are discussed
through a session in front of the FLT.
In order to strengthen the cohesion and fellow-
ship of the Company’s top management, several
team-building initiatives involving the FLT and cer-
tain departments were carried out during 2023. This
enabled our leadership team to consolidate the val-
ues of team collaboration, transparency and com-
202
NON FINANCIAL STATEMENTFERRARI N.V. 2023 ANNUAL REPORT AND FORM 20-F agency workers with more than 150 participants re-
sulting in more than 3,500 training hours.
The digitalization of processes and systems is
one of the key aspects of our strategy, as part of
the digital transition promoted by the Company, in
fact, in 2023 we created a digitalization path for our
employees. In addition to this, in 2022 we launched
a course on vehicle connectivity in compliance with
EU COM/2022/68 regulation proposal that was ex-
tended in 2023 to all new hires. At the end of the
course, we released a certification on vehicle con-
nectivity to all attendees.
In order to achieve the objective defined during
the 2022 Capital Markets Day on CO2eq emissions
reduction, a series of awareness trainings and ses-
sions on carbon neutrality have been conducted
for employees.
is
In addition, an online training campaign
launched twice a year and includes all the corporate
mandatory trainings dedicated to new employees.
Among the mandatory courses relating to the Gen-
eral Data Protection Regulation (GDPR), Antitrust and
Anticorruption, a session is dedicated to our Code
of Conduct that also covers human rights topics. In
2023, in light of the update of the Code of Conduct,
a series of training activities have been carried out
involving our employees.
In 2023, we strove to ensure continuous prog-
ress in all domains pertaining to training as to en-
sure know-how continuity and the strengthening
of our employee skills to meet our ambitions for the
future. Collaboration, innovation, focus and learning,
together with agility at all levels, represent some of
the key values we pursue to thrive in a rapidly chang-
ing world. Through the delivery of trainings to our
employees, we commit to the advancement of a just
transition, able to secure workers’ rights and liveli-
hoods when economies are shifting to low-carbon
production. Among which the development of spe-
cific trainings involving the transition from internal
combustion engines to electric ones.
All these training activities, delivered both in
presence and online, resulted in an increase in the
overall number of training hours provided com-
pared to the previous year.
munication, as well as to share new ideas. In particu-
lar, two main team-building projects were launched.
The first involved the employees of the experimen-
tal construction area at the E.Do learning center. The
project allowed the various groups to observe the
dynamics of teamwork and identify potential areas
for improvement. The second team-building proj-
ect involved the technical assistance service, the
so called “flying doctors”, 20 people worldwide who
work globally to solve problems related to Ferrari
car systems. The objective was to stimulate mutual
knowledge and create a sense of belonging to in-
crease the efficiency in terms of collaboration and
coordination as well as share best practices.
(3)
TO FOSTER AND SUPPORT THE INCLUSION,
GROWTH AND DEVELOPMENT OF OUR PEOPLE.
In line with business and Company requirements,
and consistent with the needs expressed in the One
Ferrari Performance and Feedback process(13),
training activities were provided with respect to
managerial, technical and language skills.
Launched in 2019, we continue to offer our em-
ployees the possibility to access the Harvard Man-
age Mentor e-learning platform.
The training provided through this platform has
been customized according to our needs and the
following three lines of development: to integrate
this platform with the One Ferrari Performance
and Feedback process; to give employees, especial-
ly newcomers, the basic managerial skills that we
consider essential requirements; and to adapt pro-
fessional development paths based on employees’
career levels. Soft skills and language courses are
included in this platform, as well as several training
activities on diversity topics sustaining our Equal
Salary Certification.
In 2023, we launched the “Agile learning for an
Agile Company” project. The goal of this project was
to engage managers and individual contributors in a
journey of skills reflection and learning, to live effec-
tively and in balance with the constantly evolving con-
text and work patterns. Interviews and focus groups
were conducted with the help of an external supplier
to understand the main challenges faced during the
remote working experience, adopted in 2020. Based
on these results, the training was structured around
9 winning practices, which include working and com-
municating successfully with others through digital
tools, the achievement of a work-life balance, the use
of feedback to strengthen relationships, the value of
effective meetings, the creation of a strong network,
and the ability to learn from study and experience.
The training sessions were made more interesting
thanks to gamification, the creation of competitions
and structured growth paths, and they were inte-
grated with several online group meetings to share
experiences and put into action what was learned.
Moreover, a forum was opened for the exchange of
ideas and opinions. The project was also extended to
203
NON FINANCIAL STATEMENTFERRARI N.V. 2023 ANNUAL REPORT AND FORM 20-F NUMBER OF PARTICIPANTS AND TOTAL TRANING HOURS OF “SCUOLA DEI MESTIERI”(14)
NUMBER OF PARTICIPANTS
TOTAL TRAINING HOURS
6,000
25,000
5,196
4,009
16,258
13,547
19,709
1,610
0
0
2021
2022
2023
2021
2022
2023
AVERAGE HOURS OF TRAINING BY GENDER AND EMPLOYEE CATEGORY
Gender
Male
Female
Total
Employee Category
Managers and Senior Managers
Middle Managers
White Collars
Blue Collars
Total
2023
26.6
29.6
27.1
2022
15.7
18.4
16.1
2021
14.6
18.9
15.2
2023
2022
2021
42.1
43.7
42.2
8.3
27.1
28.6
27.5
24.3
5.8
16.1
17.9
26.0
21.3
7.4
15.2
TALENT RECRUITMENT AND EMPLOYEE RETENTION
The excellence that our products and our brand
embody is what attracts and retains the best talents
worldwide. At Ferrari, recruitment and selection is
about identifying, and sourcing the right qualities
and skills that will represent the core of our future
success. Our recruitment process provides a plat-
form to engage with future employees, to assess
competencies through a structured selection pro-
cess and to prepare for post-recruitment integra-
tion and development.
The mission of the recruitment team is to identi-
fy, evaluate and bring onboard the individuals which
are aligned with our requirements and values. We
received approximately 41 thousand applications
during 2023, including specific as well as spontaneous
applications from around the world for engineering,
technical, marketing, digital and financial positions.
We also undertake partnership programs with
leading universities around the world to engage
with students, professors, career offices and a net-
work of professionals in order to identify talents for
the future(15). In 2023, we organized 81 events (mainly
in presence at university campuses or in Ferrari of-
fices), attended by more than 4,470 students.
We offer Company insight presentations, testimo-
nials by Ferrari staff, selected case studies at uni-
versity campus and, for partner universities such
as the Motorvehicle University of Emilia-Romagna
204
NON FINANCIAL STATEMENTFERRARI N.V. 2023 ANNUAL REPORT AND FORM 20-F NUMBER OF PARTICIPANTS AND TOTAL TRANING HOURS OF “SCUOLA DEI MESTIERI”(14)
NUMBER OF PARTICIPANTS
TOTAL TRAINING HOURS
6,000
25,000
5,196
4,009
16,258
13,547
19,709
1,610
0
0
2021
2022
2023
2021
2022
2023
(MUNER), we also offer the selected opportunity to
visit the Ferrari facilities. These activities allow us to
transmit the key values of the Company, and there-
fore to engage directly, or indirectly through com-
munications with professors, participants and on
social media, nourishing our recruitment pipeline.
Our program includes different graduate projects,
which feature a 6-month internship: “Ferrari Sports
Car Academy” is dedicated to the recruitment of Engi-
neering, Technology & Manufacturing, Marketing and
Commercial, with the aim of attracting, evaluating and
hiring future talents and establishing and consolidat-
ing partnerships with leading universities and compa-
nies. Within this project, we also included our Lifestyle
team with the goal to attract the best fashion and luxu-
ry management and master’s graduates.
The applications were opened to those who
graduated in the past 12 months with an academ-
ic background from key disciplines: Data Sciences,
Management Engineering with a focus on Digital In-
novation, Electric & Electronic engineering, Control
Engineering, Business Analytics and similar.
“Scuderia Ferrari Engineering Academy”, active
since 2015, is dedicated to the recruitment of talent-
ed engineers to be introduced to our F1 team. In 2023,
we completed the ninth edition of this talent program,
allowing a selection of race engineering talents of
partner universities to work in Scuderia Ferrari.
To ease employees into their new jobs, we pro-
vide a pre-induction activity that is provided in a
digital format, to foster team building, followed by a
two-day induction program. The first day is dedicat-
ed to introducing the Company culture and mission,
as well as guiding new employees through the cor-
porate offices and production plants. The following
day is focused on health and safety training. During
the induction activities carried out in 2023, the fo-
cus was given to the messages conveyed during the
2022 Capital Markets Day, referring in particular to
the Company's development strategy.
To promote a responsible behavior during the
assembling phase of cars and engines, we launched
many years ago the “Pit Stop” and “Fiorano Race” initia-
tives, where colleagues on the same shift are assigned
to “teams”, with key performance indicators in place
for the improvement of quality, efficiency and envi-
ronmental sustainability. The teams are then ranked
based on the data, with the best performers being re-
warded. Furthermore, we organize the “Pole Position”
program to evaluate individual performances.
We reward our employees, excluding senior man-
agement, through a productivity bonus called “Pre-
mio di Competitività”, based on yearly shipments
and Adjusted EBITDA results, as well as a product
quality index adjusted for individual absenteeism
rates. In 2023, each employee received around € 13
thousand as provided for in a specific agreement
signed with the trade unions. Ferrari has signed the
renewal of the agreement for its Competitiveness
Award (Premio di Competitività), expiring in De-
cember 2023. The new agreement will be valid for
the four-year period 2024-2027, strengthened by
the integration of an environmental factor into the
award calculation.
In 2023, in order to evolve and adapt to the cur-
rent historical context, a new behavioral model, One
Ferrari, was developed and shared with all Ferra-
ri people. This new model has become part of the
annual performance appraisal phase, which has
brought with it a renewal in both the tools and the dy-
namics of the performance management process,
now called One Ferrari Performance and Feedback.
Every employee, excluding blue collars, is able
to continuously monitor performance, give and re-
ceive feedback, work towards a final evaluation
which is aimed to merge all the data into a definite
and precise picture of the year spent, and ignite ac-
tionable future developments.
In 2023, approximately 2,500 employees re-
ceived a performance evaluation, covering almost
100% of white collars and managers.
All the people involved have access to the train-
ing on our performance management process
through online training video courses that are al-
ways available to all of our employees globally. More-
over, we organize assessment classes with external
psychologists and HR experts with the aim of eval-
uating employee potential. Blue collars, who are not
involved in the performance management process,
have access to an assessment, based on develop-
ment centers, aimed at developing their career path.
In addition, we continue the leadership develop-
ment project for our Managers and Senior Managers,
an individual assessment of leadership behaviors
aimed at continuous improvement and profession-
al development, which also includes a 360-degree
feedback. The results of these assessments are a
fundamental asset for succession plans in key posi-
tions, identifying career development opportunities
and defining consistent retention actions.
EMPLOYEES WHO RECEIVED A REGULAR PERFORMANCE AND CAREER DEVELOPMENT REVIEW BY GENDER
Gender
Male
Female
Total
2023
48%
69%
51%
2022
45%
65%
48%
2021
45%
66%
48%
205
NON FINANCIAL STATEMENTFERRARI N.V. 2023 ANNUAL REPORT AND FORM 20-F EMPLOYEES WHO RECEIVED A REGULAR PERFORMANCE AND CAREER DEVELOPMENT REVIEW BY EM-
PLOYEE CATEGORY
Employee category
Managers and Senior Managers
Middle Managers
White Collars
Blue Collars
Thanks to our career development program, we en-
courage the professional growth of our employees
and try to fill key positions with talented internal can-
didates before tapping into the external market. The
results of the analysis carried out on our key posi-
tions covered by our employees are used to develop
specific succession plans, with a timeframe of 2-4
years, to ensure the competitiveness of Ferrari over
time and to take advantage of our employees’ talents.
Moreover, in 2023, we created the Internal Job Posting
within our employee corporate portal, to enable em-
ployees to apply for new positions within the Compa-
ny. The aim is to help talent emerge and to contribute
to the creation of a culture of agility and innovation.
In 2023, for the fourth year in a row, our effort
to guarantee employee attraction and retention
was also recognized by the Top Employers Institute
who positively evaluated the Company’s programs
in terms of talent attraction, training, career devel-
opment, inclusion and respect for diversity, welfare,
social commitment and innovation.
DIVERSITY AND INCLUSION
We believe in the importance of inclusion and the en-
hancement of diversity. We continuously implement
strategies to maintain an engaging, meritocratic and
fair environment. Equal opportunities are the best
way to ensure that merit is the decisive factor to
keep on attracting, retaining and developing talents,
accelerating Ferrari’s innovation process.
To guarantee equal opportunities, our Compa-
ny operates a merit-based remuneration policy, not
discriminating on the basis of gender, age, nationali-
ty, social status or cultural background.
In 2023, we have received the renewal of the
Equal-Salary Certificate for providing equal pay to
men and women with the same qualifications and
positions in the Company. For the first year, the Equal
Salary Certificate covers all of our global reach. This
accreditation attested the Company’s commitment
to creating an inclusive and diverse working envi-
ronment while fostering career development for
everybody. In 2020, Ferrari was the first Italian Com-
pany to receive this specific certification. The certifi-
cation process involves both quantitative and quali-
tative evaluations. The quantitative evaluation, which
must be surpassed to proceed to the qualitative
evaluation, consists of a detailed statistical analysis
2023
2022
98%
96%
92%
—%
94%
96%
88%
—%
2021
98%
96%
90%
—%
of compensation levels to verify that the gender pay
gap is lower than 5% compared to a predictive statis-
tical salary and that the accuracy of the data used is
greater than 90%. The qualitative evaluation assess-
es: (i) the CEO and Top Management’s commitment
to Diversity and Inclusion matters, (ii) how Corporate
processes and policies are fair in terms of gender,
(iii) employees’ perception of the inclusiveness of the
culture and (iv) the PDCA (Plan, Do, Check, Act) meth-
odology application in all of the aforementioned pro-
cesses. We see this certification not as an end point
but as a further stage of growth of the Company and
an opportunity to continue to implement tangible ac-
tions to ensure that everyone can pursue their pro-
fessional growth.
In order to continuously improve our Diversity
and Inclusion approach, we have defined some ini-
tiatives to support our employees in their work-life
journey, an example being a digital self-coaching
project in collaboration with a specialized third par-
ty for new parents. The aim is to recognize the val-
ue of the parental experience to enable people to
apply the acquired parenting talents and expertise
into their jobs.
In 2023, we joined the “4 Weeks 4 Inclusion” (4W
4I), a marathon of events on Diversity and Inclusion,
sharing our practices with a large number of Italian
companies with the aim of contributing in enhanc-
ing the culture of our country on Diversity and Inclu-
sion topics.
Furthermore, in 2023, we took advantage of all
the training courses offered by Valore D, the asso-
ciation with over 320 member companies in Italy,
whose commitment is to promote gender balance
and an inclusive culture in organizations and across
the country: 35 women and 3 men were selected
amongst Ferrari employees to get access to discus-
sions on diversity, inclusive leadership, language, and
soft skills. Moreover, on Ferrari intranet all employ-
ees can access several “open talks” on these topics.
In 2022 we defined as strategic goal to maintain
a healthy growth rate in women in managerial posi-
tions, considering the percentage of women in the
total employee population. We define as an appro-
priate target to have at least 18% women in manage-
rial positions by 2027.
The progresses
journey are evident
in our
looking at some figures: women in managerial po-
sitions(16) at December 31, 2017 were 11.8% (while
206
NON FINANCIAL STATEMENTFERRARI N.V. 2023 ANNUAL REPORT AND FORM 20-F women represented 12.2% of the total employee
population), at December 31, 2022 were 15.2% (while
women represented 15.4% of the total employee
population) and at December 31, 2023 were 16.2%
(while women represented 15.7% of the total em-
ployee population). Compared to 2022, at the end of
December 2023, the percentage of women in mana-
gerial positions increased by 1%.
Our plan to achieve the target is to continue the
implementation of initiatives and actions put in place
in 2023, as mentioned above fostering the value of
diversity in panel of hiring candidates, monitoring
the percentage of men and women involved in ca-
reer plans and salary review, defining clear diversity
objectives for all levels in organization. For Ferrari it
is important to guarantee equal opportunities at all
levels, so the consistency between global percent-
age and managerial percentage is a key indicator in
our diversity strategy.
Reflecting the Company’s ambition for diversity
and inclusion in the entire Company, The Board of
Directors adopted a Diversity and Inclusion Practice
effective as of September 14, 2023. This Practice
identifies and implements diversity and inclusion
principles for the whole employees’ population of
Ferrari Group as well as the Board of Directors.
OCCUPATIONAL HEALTH AND SAFETY
We are particularly focused on the safety of our
people and we are dedicated to the prevention of
accidents at work(17).
ternal health and safety audits are performed to en-
sure compliance with our health and safety manage-
ment system, current laws and best practices.
Our hazard identification, risk assessment and
incident investigation processes are developed in ac-
cordance with the highest international and national
voluntary standards and normative requirements
on health and safety. In addition to formal meetings
being held with employee representatives, periodic
meetings are also held with management to review
safety issues and share best practices. Periodic in-
Ferrari S.p.A. and Mugello Circuit S.p.A. health
and safety management systems are certified ISO
45001:2018(18), a voluntary
international standard,
which specifies the requirements of an occupational
health and safety management system with reference
to the activities performed within the premises of the
organization by its employees or external workers.
HOURS OF HEALTH AND SAFETY TRAINING PER YEAR AND NUMBER OF PARTICIPANTS(19)
TRAINING HOURS
35,000
NUMBER OF PARTICIPANTS
4,500
30,529
3,957
4,161
4,052
22,044
20,644
0
0
2021
2022
2023
2021
2022
2023
We continue to make significant investments in safe-
ty at work: improvements in the existing structures
and specific training have allowed us to achieve sig-
nificant results.
Mandatory health and safety training is provid-
ed to all new hires during the second day of the in-
duction program, while periodic sessions are devel-
oped for all employees. We provide employees who
test our cars with specific on-track driving train-
ing to make sure they have all the skills required to
perform emergency maneuvers, if necessary. As
shown in the table above, in 2023, the number of
training hours is higher than in the previous year,
mainly due to the frequency of training of supervi-
sors and managers which has changed from 5 to 2
years, following the fulfillment required by the up-
dated legislation. In addition, a specific health and
safety section is part of the training program of the
“Department Team Leaders”. Moreover, periodic
meetings with the Representatives of Safety Work-
ers (RLS) are scheduled quarterly and not just annu-
ally, as required by the CCSL (“Contratto Collettivo
207
NON FINANCIAL STATEMENTFERRARI N.V. 2023 ANNUAL REPORT AND FORM 20-F Specifico di Lavoro”) to address any potential health
and safety threat that could arise.
We continue to pursue the program aimed at
highlighting the “near misses”: events that could
have caused injuries but did not. The program works
according to a “bottom-up” logic in which everyone,
even those who carry out simple operational roles,
can make reports.
Moreover, most of the buildings are provided
with a defibrillator along with the standard health
and safety equipment.
The table below shows a decrease in the lost time
injuries rate over the last years. In 2023, the injury
rate was 0.9, with 7 occurrences (19 in 2022) and no
fatalities occurring. The types of work-related inju-
ries include, among others, bruises and fractures.
Each work-related injury is analyzed to determine
the cause, and appropriate measures to avoid re-
occurrences are then implemented. The reduction
of injuries was also due to the intensified prevention
and non-repetition analysis.
NUMBER OF INJURIES AND INJURY RATE(20)
Total number of lost time injuries
of which causing more than 3 days of absence (excl. high-
consequence injury and fatalities)(21)
of which high-consequence injury
of which fatalities
Total lost time injury rate(22)
of which causing more than 3 days of absence (excl. high-
consequence injury and fatalities)(23)
of which high-consequence injury
of which fatalities
Hours worked
2023
2022
2021
7
5
—
—
0.9
0.7
—
—
19
16
—
—
2.6
2.2
—
—
9
5
1
—
1.2
0.7
0.1
—
7,528,241
7,246,254
7,263,995
During the course of 2023, 3 injuries have been re-
corded for agency workers, 2 of them resulting in
more than 3 days of absence.
During the last year, no cases of diseases arising
from a work situation or activity, or from a work-re-
lated injury have been recorded. Due to the nature
of the activity conducted in Ferrari plants, workers
are not considered exposed to high risks relating
to specific diseases. Every employee undergoes a
regular work-related medical examination, as pre-
scribed by law.
Health and safety contents are also covered by the
CCSL (Contratto Collettivo Specifico di Lavoro),
signed on March 8, 2023, and also by the Accordo
Premio di Competitività Ferrari, signed on Septem-
ber 25, 2019, and renewed on November 13, 2023
valid for the four year period 2024-2027, providing a
specific Health and Safety Commission involving, on
a monthly basis, both the Company and the workers’
representatives for health and safety. CCSL and Ac-
cordo Premio di Competitività Ferrari cover 93.5%
of Ferrari employees.
OUR EMPLOYEES IN NUMBERS
As of December 31, 2023, Group(24) employees were 4,988, an increase
of 1.4% compared to December 31, 2022 (4,919). We expect to continue
growing over the next few years in order to meet our key priorities.
Number of employees
December 31, 2023 December 31, 2022 December 31, 2021
Total
of which women
4,988
15.7%
4,919
15.4%
4,609
15.2%
208
NON FINANCIAL STATEMENTFERRARI N.V. 2023 ANNUAL REPORT AND FORM 20-F We also rely on external collaborators such as contractors, self-employed
persons, workers hired through external agencies and interns.
NUMBER OF WORKERS WHO ARE NOT EMPLOYEES
Number of workers who are not employees
December 31, 2023
December 31, 2022
Agency workers
Interns
Total
907
81
988
755
70
825
PERCENTAGE OF EMPLOYEES PER EMPLOYEE CATEGORY BY GENDER
Employee category
December 31, 2023
December 31, 2022
Managers and Senior Managers
Middle Managers
White Collars
Blue Collars
Total
Male
Female
Total
Male
Female
Total
86.3%
83.4%
74.9%
91.9%
13.7%
16.6%
25.1%
8.1%
161
741
1,827
2,259
88.2%
84.1%
74.9%
92.0%
11.8%
15.9%
25.1%
8.0%
84.3%
15.7%
4,988
84.6%
15.4%
152
679
1,762
2,326
4,919
As indicated in the table above, compared to the previous year, in 2023
the percentage of female employees slightly grew from 15.4% to 15.7%.
This was mainly due to an increase in the “White Collars” and “Blue Col-
lars” categories.
PERCENTAGE OF EMPLOYEES PER EMPLOYEE CATEGORY BY AGE GROUP
Employee category
December 31, 2023
December 31, 2022
Managers and Senior
Managers
<30
—%
30-50
>50
Total
<30
30-50
>50
Total
49.1%
50.9%
161
0%
49.3%
50.7%
152
Middle Managers
0.5%
70.0%
White Collars
14.8%
72.3%
Blue Collars
12.6%
66.1%
29.5%
12.9%
21.3%
741
1.3%
70.6%
28.1%
679
1,827
16.2%
71.7%
12.1%
1,762
2,259
15.9%
64.6%
19.5%
2,326
Total
11.2%
68.4%
20.4%
4,988
13.5%
67.5%
19.0%
4,919
The majority of the workforce is between the age of 30 and 50 (68.4%).
209
NON FINANCIAL STATEMENTFERRARI N.V. 2023 ANNUAL REPORT AND FORM 20-F TOTAL NUMBER OF EMPLOYEES BY EMPLOYMENT CONTRACT, BY GENDER AND REGION
GROUP
Employment contract
December 31, 2023
December 31, 2022
Male
4,178
25
4,203
Female
760
25
785
Total
4,938
50
Male
4,137
26
4,988
4,163
Female
734
22
756
Permanent
Temporary
Total
ITALY
Employment contract
December 31, 2023
December 31, 2022
Male
Female
3,995
6
4,001
660
5
665
Permanent
Temporary
Total
REST OF THE WORLD
Male
Female
Total
4,655
11
3,965
8
4,666
3,973
632
1
633
Total
4,871
48
4,919
Total
4,597
9
4,606
Employment contract
December 31, 2023
December 31, 2022
Permanent
Temporary
Total
Male
Female
Total
Male
Female
Total
183
19
202
100
20
120
283
39
322
172
18
190
102
21
123
274
39
313
As shown in the tables above, 93.5% of our employees work in Italy, which
is considered the only significant location of operation as this is where
our plants and most of our workforce is located. The vast majority of our
employees have a permanent contract (99.0%).
210
NON FINANCIAL STATEMENTFERRARI N.V. 2023 ANNUAL REPORT AND FORM 20-F TOTAL NUMBER OF EMPLOYEES BY EMPLOYMENT TYPE, BY GENDER AND REGION
GROUP
Full-time/Part-time
December 31, 2023
December 31, 2022
Male
Female
4,199
4
—
756
29
—
Total
4,955
33
—
Male
4,157
6
—
Female
731
25
—
Total
4,888
31
—
4,203
785
4,988
4,163
756
4,919
Full-time
Part-time
Non-guaranteed hours (e.g.
casual employees, employees
with zero-hour contracts, on-call
employees)
Total
ITALY
Full-time/Part-time
December 31, 2023
December 31, 2022
Male
Female
3,998
3
—
639
26
—
Total
4,637
29
—
Male
Female
3,970
3
—
611
22
—
Total
4,581
25
—
4,001
665
4,666
3,973
633
4,606
Full-time
Part-time
Non-guaranteed hours (e.g.
casual employees, employees
with zero-hour contracts, on-call
employees)
Total
REST OF THE WORLD
Full-time/Part-time
December 31, 2023
December 31, 2022
Full-time
Part-time
Non-guaranteed hours (e.g.
casual employees, employees
with zero-hour contracts, on-call
employees)
Total
Male
201
1
—
Female
117
3
—
Total
318
4
—
Male
187
3
—
Female
120
3
—
Total
307
6
—
202
120
322
190
123
313
211
NON FINANCIAL STATEMENTFERRARI N.V. 2023 ANNUAL REPORT AND FORM 20-F NEW EMPLOYEE HIRES AND EMPLOYEE TURNOVER
EMPLOYEE TURNOVER BY GEOGRAPHICAL AREA
2023
2022
Italy
Rest of the
Total Group
Italy
Rest of the
Total Group
World
World
Employees as of January 1
4,606
313
4,919
4,337
272
4,609
New Hires
Departures
Transfer
Employees as of December 31
New Hires (%)
Departures (%)
244
184
—
4,666
5.2%
3.9%
71
62
—
315
246
—
322
4,988
22.0%
19.3%
6.3%
4.9%
484
215
—
4,606
10.5%
4.7%
92
51
—
313
29.4%
16.3%
576
266
—
4,919
11.7%
5.4%
EMPLOYEE TURNOVER BY AGE
2023
2022
<30
30-50
>50
Total
Group
<30
30-50
>50
Total
Group
Employees as of January 1
New Hires
Departures
Age range
665
116
40
(182)
184
149
56
15
57
126
598
273
46
315
246
—
(160)
282
150
32
3,320
934
4,919
3,156
855
4,609
Employees as of December 31
559
3,411
1,018
4,988
665
3,320
New Hires (%)
Departures (%)
20.8%
7.2%
5.4%
4.4%
1.5%
5.6%
6.3%
41.1%
4.9%
6.9%
8.5%
4.5%
21
70
128
934
2.2%
7.5%
576
266
—
4,919
11.7%
5.4%
EMPLOYEE TURNOVER BY GENDER
Employees as of January 1
New Hires
Departures
Employees as of December 31
New Hires (%)
Departures (%)
2023
2022
Female
Total Group
Male
Female
Total Group
756
86
57
785
11.0%
7.3%
4,919
3,909
315
246
4,988
6.3%
4.9%
453
199
4,163
10.9%
4.8%
700
123
67
756
16.3%
8.9%
4,609
576
266
4,919
11.7%
5.4%
Male
4,163
229
189
4,203
5.4%
4.5%
All the employees of the Group in Italy (representing 93.5% of the total
workforce) are subject to collective agreements (Contratto Collettivo
Specifico di Lavoro (CCSL), Accordo Premio di Competitività Ferrari and
a collective bargaining agreement for our managers)(25). Ferrari pays sal-
aries that are in line with industry standards. In addition to the statutory
212
NON FINANCIAL STATEMENTFERRARI N.V. 2023 ANNUAL REPORT AND FORM 20-F minimum wages, salaries are often determined by collective bargaining
agreements. All the individual notice periods are provided by the CCSL
signed on March 8, 2023, referring to employee’s category and business
seniority. The minimum notice period is fixed to 10 days.
ANNUAL TOTAL COMPENSATION RATIO
Total Annual Remuneration of CEO (A)
6,692,434(26)
4,993,961(26)
4,486,151
Median annual total compensation for all the organizations’
50,741
47,000
45,852
2023
2022
2021
employees excluding the highest paid individual (B)
Annual Total Compensation Ratio (A/B)
Percentage increase in annual total compensation for the
organization's highest-paid individual
131.9
34.0%
106.3
11.3%
97.8
(34.4)%
Median percentage increase in annual total compensation for
8.0%
2.5%
6.0%
all of the organization's employees excluding the highest-paid
individual(27)
Change in the Annual Total Compensation Ratio
4.3
4.5
(5.70)
In line with the GRI standards, during 2023, the ratio of the annual total
compensation(28) for the highest-paid individual to the median annual total
compensation for all employees is 131.9. The ratio of the percentage in-
crease in annual total compensation for the highest-paid individual to the
median percentage increase in annual total compensation for all employ-
ees is 4.3. In 2022, the ratio was 106.3, while the ratio of the percentage
increase was 4.5. Both in 2023 and 2022, the highest-paid individual was
the CEO. For further details on the internal pay ratios calculated in line
with the Dutch Corporate Governance Code, please refer to the chapter
“Remuneration of Directors—Remuneration of the Members of the Board
of Directors and the Executive Council—1. Remuneration Strategy for the
2023 Financial Year—Lock up period—Internal pay ratios”.
ABSENTEEISM RATE IN ITALY(29)
Employees
2023
1.41%
2022
2.59%
213
NON FINANCIAL STATEMENTFERRARI N.V. 2023 ANNUAL REPORT AND FORM 20-F 214
NON FINANCIAL STATEMENTFERRARI N.V. 2023 ANNUAL REPORT AND FORM 20-F 215
NON FINANCIAL STATEMENTFERRARI N.V. 2023 ANNUAL REPORT AND FORM 20-F REDUCING OUR
ENVIRONMENTAL
FOOTPRINT
OUR ENVIRONMENTAL RESPONSIBILITY
We aim to increase our environmental awareness to
continuously set and implement related programs
and actions.
We deeply believe that ensuring access to a pure
and blooming environment should not be a privilege
but rather a basic human right. In this respect, our
efforts aim to minimize the negative impacts of our
activities on natural resources and the global envi-
ronment, committing to protect the environment
for present and future generations. In particular,
we are aware of the challenges and opportunities
posed by climate change for sustainable business
development. The following section aims, among
other things, at providing a transparent disclosure
on climate change-related matters, in accordance
with the recommendations of the Task Force on Cli-
mate-related Financial Disclosures (“TCFD”). For fur-
ther details, please refer to the TCFD table at the end
of this Statement.
OUR STRATEGY TO REACH CARBON NEUTRALITY BY 2030
Our business strategy is in line with climate change-re-
lated commitments and developments at the inter-
national, national and regional level, such as the Par-
is Agreement and Sustainable Development Goals
(SDGs). In this context, our most significant environ-
mental efforts are deployed through a program for
the reduction of polluting and GHG emissions, both
direct and indirect.
216
NON FINANCIAL STATEMENTFERRARI N.V. 2023 ANNUAL REPORT AND FORM 20-F
Since 2021, we calculate our carbon footprint con-
sidering the GHG emissions related to all Group ac-
tivities over our entire value chain, based on GHG
protocol methodology and verified by a third-party
certification entity according to ISO 14064-1:2018
requirements. Each year we update our calcula
tion to monitor our performance. During our 2022
Capital Markets Day, we have detailed our commit-
ment to achieving carbon neutrality by 2030 on our
entire value chain, addressing direct and indirect
GHG emissions.
In particular, we are currently working on our
electrification journey, developing hybrid and elec-
tric powertrains together with other innovations, in
line with specific regulatory requirements, to pre-
pare for a low-emissions future. Nevertheless, our
commitment is to go beyond the decarbonization of
the use phase and beyond cutting GHG emissions
domestically. Being that the purchased goods cate-
gory accounts for the majority of our Scope 3 emis-
sions, we have started to act upstream to ensure fair
and widespread actions at a global level, focusing on
recycled materials and the development of innova-
tive technologies. For this reason, the engagement
of our suppliers is a fundamental aspect of our de-
carbonization strategy.
Our contribution to achieving the targets set in
2015 by the Paris Agreement is threefold:
1 carbon neutrality in our operations already start-
ing from 2021 emissions, through high quality
projects with climate and social contributions
(decreasing by at least 90% our Scope 1 and 2
absolute CO2eq emissions by 2030 versus 2021);
2 reduction of at least 40% of our Scope 3 emis-
sions per car, focusing mainly on materials and
vehicle use phase (upstream: -30% per car by
2030 vs. 2021 and downstream: -50% per car by
2030 vs. 2021); and
3 commitment to set science based targets. The
final version of the Science Based Targets ini-
tiative (SBTi) pathway for automakers has not
been released as of the date of publication of
this document.
2022 FERRARI GROUP CARBON FOOTPRINT(30)
The whole Ferrari Group carbon footprint for 2023 is currently being
processed, whereas, Scope 1 and 2 direct and energy indirect emissions
are already available and equal to 78 ktCO2, as presented in the Reducing
Our Direct Environmental Impacts section.
2022 FERRARI GROUP AVERAGE CARBON FOOTPRINT
309 ktCO2e
142 ktCO2e
84 ktCO2e
63 ktCO2e 228 ktCO2e
Cradle to Gate
Scope 3:
Indirect Upstream GHG emissions
Raw materials and manufacturing equipment for road cars
Inbound logistics, business travel, and others materials
Gate to Gate
Scope 1&2:
Direct and Energy Indirect GHG emissions
Our facilities and manufacturing
Gate to Use
Scope 3:
Indirect Downstream GHG emissions
Outbound logistics and dealership
Use phase
Vehicle End-of-Life
0 ktCO2e
A Ferrari is forever!
217
NON FINANCIAL STATEMENTFERRARI N.V. 2023 ANNUAL REPORT AND FORM 20-F ASSESSING AND GOVERNING CLIMATE-RELATED RISKS
Our risk management approach is an important busi-
ness driver and it is integral to the achievement of the
Group’s long-term business plan. As relevant factors
for long-term value creation, we consider pivotal to
manage risks related to climate change. The fight
against climate change and the preservation of the
environment are becoming crucial around the world
and these concerns have resulted in rapidly evolv-
ing climate and environmental regulations emitted
across international markets.
Following the structure described in the “Risk
Management Process and Internal Control Systems”
section of this Report, at the first level of control,
the FLT is responsible for identifying, prioritizing
and mitigating risks and for the establishment and
maintenance of a risk management system across
our business functions. In particular, until December
2023, our CFO, who is a member of the FLT, was in
charge of the risk management function that is in-
volved, among other risks, in the assessment, mon-
itoring and management of environmental and cli-
mate-related risks. Since December 2023, this role
has been assigned to the Chief of Internal Audit, Risk
and Compliance Officer. Operating areas represent
the first line of defense, they identify and assess cli-
mate-related risks and, in collaboration with the cen-
tral function of risk management, those risks are as-
sessed, monitored and managed at corporate level.
The Green Sustainability Steering Committee is
composed of representatives from different func-
tions and it has the objective of achieving the GHG
emissions reduction targets by 2030. Specifically,
within the Research & Development department, a
team is responsible for future development aiming
at reducing CO2eq emissions of Ferrari cars, among
which the future full electric powertrain. Whereas,
another team is in charge of overseeing regulatory
developments while monitoring Ferrari cars’ emis-
sions. In addition, the Research & Development, the
Product Development and the Purchasing & Quality
departments, are working with our suppliers to find
solutions to meet our target of 30% reduction per car
of our Scope 3 upstream emissions. These depart-
ments report to the Chief Research & Development
Officer, the Chief Product Development Officer and
the Chief Purchasing & Quality Officer, respectively.
In 2022, we conducted a thorough Climate Sce-
nario Analysis of our prospective climate change
risks, both physical and transitional, following the
most up-to-date methodologies available interna-
tionally, covering the 2030 to 2050 time-horizon, to
strengthen our resilience strategy. In 2023, the as-
sumptions of this analysis remained unchanged.
The choice of the scenarios for physical and transi-
tional risks is based on EU and international guide-
lines (i.e.: EU Taxonomy and TCFD respectively), on
climate literature, availability of impact studies and
likelihood of scenarios. We used the International En-
ergy Agency (IEA) and the Intergovernmental Panel
on Climate Change (IPCC) scenarios along with the
218
NON FINANCIAL STATEMENTFERRARI N.V. 2023 ANNUAL REPORT AND FORM 20-F Swiss RE, Moody’s Analytics, and Wood Mackenzie
international databases.
More specifically, for physical risks, the Rep-
resentative Concentration Pathways (RCP) corre-
spond to defined emissions and global warming lev-
els. Each RCP scenario is modeled by the scientific
community in terms of physical impacts. In partic-
ular, we have considered the RCP 8.5, RCP 4.5 and
RCP 2.6 scenarios.
With regard to transition scenarios analysis, ac-
cording to different scenarios, transition speeds
might vary greatly in the next two decades. The as-
sessment of transition climate-related risks is based
on a qualitative and quantitative climate-related sce-
nario analysis. We take into account prospective
scenarios for technological development, market
conditions and normative evolutions. These scenari-
os are based on the IEA (namely NZE, APS and STEPS
scenarios), combined with many different literature
studies, based on the definition of a climate ambition
and technology progress parameter. Also, IPCC SSP
scenarios were used to create charging infrastruc-
ture projections. The overall structure of the anal-
ysis relies on the pairing of physical and transition
scenarios following the combinations: (1)SSP1/NZE-
(2)SSP2/APS- (3)SSP3-5/STEPS.
With the evolution of climate scenario analysis,
we expect the processes and data quality to improve
over time, which will advance our understanding of
climate risks and opportunities and will support us
in strengthening our resilience and adaptation to cli-
mate change.
Following this analysis, we have strengthened
our mitigation plan related to physical risks regard-
ing our production plants in Maranello and Modena.
This plan includes actions to mitigate against ex-
treme weather events such as floodings, hail epi-
sodes and droughts.
REDUCING OUR DIRECT ENVIRONMENTAL IMPACTS
Our most significant environmental efforts are de-
ployed through efficiencies in the manufacturing
processes and a program for the reduction of pol-
luting emissions.
We assemble all of our cars and manufacture
all the engines used in our cars or sold to Maserati
at our production facility in Maranello(31) (Italy). The
Carrozzeria Scaglietti plant, located in Modena (Ita-
ly), is where we manufacture aluminum bodyworks
and chassis. The two plants cover a cumulative area
of approximately 860 thousand square meters. We
also own the Mugello racing circuit in Scarperia,
near Florence (Italy), which covers an area of 1.7 mil-
lion square meters (of which approximately 1.2 mil-
lion square meters of green or tree-covered areas).
We directly operate 14 retail stores, maintain our
Lifestyle office in Milan and other offices for our for-
eign subsidiaries as well as other smaller facilities in
Italy, such as the Museo Enzo Ferrari (MEF) in Mode-
na and the Ferrari Museum in Maranello. The envi-
ronmental impact of these additional facilities, even
though deemed negligible, is still measured and re-
ported in terms of energy consumption and green-
house gas (herein after “GHG”) emissions. Other en-
vironmental indicators, such as water withdrawals
and discharges and waste generation are deemed
negligible, and excluded.
The monitoring and management of the environ-
mental performance of our productive plants is as-
signed to a team that reports to our Chief Technolo-
gies & Infrastructures Officer. Their effort is aimed
at minimizing the impact of our activities on the en-
vironment, particularly in relation to the energy con-
sumption of the production facilities.
ENVIRONMENTAL MANAGEMENT SYSTEMS
We have invested heavily to minimize our envi-
ronmental impact since 2001, when the Company
reached the ISO 14001 certification for its plants
in Maranello and Modena. In 2022, we obtained the
renewal of the certification of our environmental
management system according to the standard ISO
14001:2015. In addition, in 2007, we obtained and
since then renewed the Integrated Environmental
Authorization. As mentioned in our Environmental
Practice, our effort is to minimize the negative im-
pact of our activities on natural resources and the
global environment.
In addition, in 2023 Ferrari S.p.A. obtained the
three stars of the FIA Environmental Accreditation
Program. The program development by the Fédéra-
tion Internationale de l’Automobile aims at helping key
players in the motorsport and automotive sector mea-
sure and enhance their environmental performance
by means of an independent certification process.
To further reflect our sustainability commit-
ment, we have obtained several certifications as-
sessing our sustainable event management. This
includes, but is not limited to, the assessment of the
following aspects: separate collection of waste and
recycling of materials (circular economy), energy
efficiency, mobility and logistics, accessibility for
people with disabilities, diversity and inclusion, bat-
tle against food waste, local development and eco-
nomic impact. In this respect, in 2023, we obtained
once again the ISO 20121 certification, the interna-
tional standard for sustainable event management,
for the Ferrari Challenge Europe. The standard
219
NON FINANCIAL STATEMENTFERRARI N.V. 2023 ANNUAL REPORT AND FORM 20-F applies to the planning and realization of the 2023
Championship. In the same year, also Passione Fer-
rari, Esperienza Ferrari and Ferrari Tour, driving
events dedicated to clients and sports car lovers,
obtained the ISO 20121 certification.
During 2023, we also obtained the ISO 20121
certification for the Ferrari Factory Tour, a unique
experience for clients, prospects and guests of
sponsors, where ad-hoc guided tours are orga-
nized to the “Cittadella Ferrari” and the iconic plac-
es of the “Cavallino Rampante”. In line with a contin-
uous improvement approach, in 2023 we electrified
our bus fleet.
The Mugello Circuit S.p.A. obtained and renewed the
certification for the environmental management
system with ISO 14001:2015 and EMAS (Eco-Man-
agement and Audit Scheme). Moreover, in 2020,
Mugello Circuit S.p.A. obtained the ISO 20121 certifi-
cation, confirmed also in 2023. Mugello Circuit S.p.A.
has been the first circuit in the world to obtain this
certification. This standard applies to the activities
related to the events hosted and is evidence of the
commitment of Mugello Circuit S.p.A. to implement
a responsible and sustainable management system.
Moreover, in 2023, Mugello arrived first in the Sus-
tainable Circuits IndexTM (SCITM).
EFFICIENT ENERGY USE
Our culture embraces a rational use of energy,
which is mainly utilized for the manufacturing of
cars and engines.
antee of Origin certificates and since 2021, 100% of
the electricity purchased from the grid for our pro-
duction plants is generated by renewable sources.
Over the years, the Group has strived to lower
its energy consumption and to minimize its environ-
mental impact, adopting innovative solutions and
using renewable energy sources for its manufac-
turing facilities.
In 2008, we installed our first solar panels and
subsequently increased capacity since then. Since
2014, we have been purchasing electricity with Guar-
In addition, from 2009, we started using electrici-
ty along with hot and cold water generated by the tri-
generation plant, allowing us to optimize our energy
needs. In 2023, the trigeneration plant and the solid
oxide fuel cell plant produced 67% of the electricity
needed for the Maranello plant, while the renewable
sources(32) cover the remaining 33%. In 2023, the tri-
generator produced 95 GWh of electricity.
ENERGY CONSUMPTION WITHIN THE ORGANIZATION
Unit of measurement: TJ
Non-renewable fuel consumption
Natural Gas (used for trigenerator)
Natural Gas (for other uses)
Gasoline
Diesel (33)
Total electricity bought for consumption
From renewable sources
From non-renewable sources
Electricity self-produced for consumption(34)
Electricity sold
Total
2023
1,299
788
434
63
14
217
199
18
6
(2)
2022
1,384
917
394
59
14
196
178
18
3
(3)
1,520
1,580
The total energy consumption within the Group for
2023 was 1,520 TJ, with a decrease of 4% from 2022
(1,580 TJ) mainly due to energy efficiency projects.
We are planning to gradually reduce the use of
trigeneration through an electrification process.
During 2023, we have installed photovoltaic panels
for about 2.4 MWp. In addition, in 2023, we have im-
plemented actions such as the reduction of both the
temperature and the degassing time of our light al-
loys furnaces, the electrification of our facilities in-
cluding the installation of high-efficiency heat pumps
to replace gas boilers, and the optimization of the
compressed air distribution network and of the op-
eration time of the air treatment units. Moreover, we
put into operation more efficient electric motors in
our facilities, we installed LED technology and timers
on our vending machines in order to let them shut
down automatically during periods of disuse.
220
NON FINANCIAL STATEMENTFERRARI N.V. 2023 ANNUAL REPORT AND FORM 20-F SCOPE 1 AND SCOPE 2 GHG EMISSIONS
The GHG emissions deriving from the Maranello
and Modena plants, from the Mugello racing circuit
and from our stores, museums, subsidiaries’ offic-
es and other facilities (Scope 1 and Scope 2 mar-
ket-based), are equal to 77,691 tCO2eq in 2023, com-
pared to 84,012 tCO2eq in 2022, 92,716 tCO2eq in 2021,
and 82,307 tCO2eq in 2020.
DIRECT AND ENERGY INDIRECT GHG EMISSIONS(35)
Unit of measurement: tCO2eq
Scope 1(36)
2023
2022
2021
2020
75,409
81,668
90,832
79,977
Scope 2 (market-based method)(37)
2,282
2,344
1,884
Scope 2 (location-based method)(38)
21,384
17,252
11,607
2,330
9,536
In 2023, our Scope 1 GHG emissions decreased by
7% compared to 2022, mainly due to the electrifi-
cation process of our Maranello plant. Our Scope 2
(market-based method) GHG emissions remained
stable as we continued to purchase Guarantee of
Origin certificates for renewable energy for our
production plants in Maranello and Modena, and
for the Mugello circuit. Our Scope 2 (location-based
method) GHG emissions have increased due to the
gradual shift from natural gas to electricity in our
production plants and an increase in the electricity
emission factors.
As shown in the table below, we managed to de-
couple our economic growth from our environmen-
tal impact. In other words, we continue growing our
business activities while at the same time reducing
our Scope 1 and 2 market-based GHG emissions,
with the exception of 2020, which was impacted by
the COVID-19 pandemic.
Carbon ratio(39)
Net Revenues (€ million)
Adj. EBITDA (€ million)
Carbon on net revenues ratio
(CoR) (tCO2eq/€ million)
Carbon on Adj. EBITDA ratio
(tCO2eq/€ million)
2023
5,970
2,279
13.0
2022
5,095
1,773
16.4
2021
4,271
1,531
21.7
2020
3,460
1,143
23.8
2019
2023 vs. 2019
3,766
1,269
22.8
58.5
79.6
(48.2)
34.1
47.2
60.6
72.0
67.8
(54.3)
Along with the implementation of GHG emission re-
duction initiatives, we believe it is of the utmost im-
portance to act now also by starting to purchase
certified carbon avoidance credits. Through these
credits, we have already achieved carbon neutrality
in all our operations for 2021 and 2022 Scope 1 and
2 GHG emissions.
Our climate action continues beyond the value
chain to participate in the global race against climate
change and its environmental and social challenges.
Since 2022, we have partnered with ClimateSeed to
support a unique carbon avoidance project in Cana-
da that pools more than 800 local carbon-reduction
micro-projects by SMEs, municipalities, and NGOs
together to provide high additional social impacts.
The Sustainability Community Project is certified by
the Verified Carbon Standard (VCS) - Verra, one of
the most recognized GHG crediting programs. The
GHG reductions come from diverse sources of indi-
vidual activities such as improved energy efficiency
for buildings, redirection of waste away from land-
fills, and promotion of fuel-switching activities. Since
contributing to this project, the project developer
has been innovating how it manages and monitors
the micro-projects through digital solutions to scale
the onboarding of new projects and digitally manage
the carbon emissions inventory. The project carrier
is continuously searching for new SME prospects
to join their sustainable community, which includes
more than 150 members and more than 1 thousand
buildings in the province of Quebec. The project’s
main objective is to bring up to 10 thousand custom-
er facilities together in a “sustainable community” to
reduce GHG emissions.
Beyond project certification, ClimateSeed as-
sesses project carriers to identify the ultimate
beneficial owners behind every single project, pre-
venting money laundering and terrorist financing.
In addition, ClimateSeed developed an internal proj-
ect evaluation framework which includes all key as-
pects to assess the various dimensions of a project,
such as additionality, permanence, leakage, social
safeguards and rights, benefit-sharing structures,
biodiversity impacts, and co-benefits related to
221
NON FINANCIAL STATEMENTFERRARI N.V. 2023 ANNUAL REPORT AND FORM 20-F Sustainable Development Goals. ClimateSeed guar-
antees fair and transparent margins, no resale, no
secondary market, and carbon credit retirement on
behalf of Ferrari.
As soon as deliberate actions will be implemented,
we will reverse the trend reducing climate contribu-
tion activities, decreasing by at least 90% our Scope 1
and 2 absolute CO2eq emissions by 2030 versus 2021.
OTHER RELEVANT AIR EMISSIONS
Other significant air emissions are mainly related to
volatile organic compounds (VOCs) released during
vehicle manufacturing. In addition, NOx, SOx and
dust emissions are constantly monitored.
OTHER SIGNIFICANT AIR EMISSIONS
Unit of measurement: tons
NOx
SOx
Volatile Organic Compounds (VOCs)
Dusts
2023
61.7
1.0
68.3
4.4
2022
59.4
0.3
54.2
8.9
WASTE MANAGEMENT
We acknowledge that rational use of raw materials,
together with careful waste management, helps re-
duce the environmental impact of the manufactur-
ing process. In addition, innovative solutions and
advanced technical processes minimize waste and
negative environmental impact. The reuse of pro-
duction scraps in our manufacturing process also
has the objective of reducing waste.
To achieve this target, in these past years, a se-
ries of initiatives in the different phases of the man-
ufacturing process have been implemented. As an
example, aluminum scraps are melted in the found-
ry to avoid waste, this is particularly important con-
sidering that aluminum is the first raw material (by
weight) used in our manufacturing process. Other
projects aimed at reducing waste are undergoing
a feasibility analysis. In particular, according to the
concept of circular economy, in some cases our
production scraps can be used for our manufactur-
ing processes (for example processed sand used in
the foundry and aluminum that cannot be smelted).
Starting from 2021, we initiated a project to reduce
the waste generated through the improvement of
the existing on-site water treatment in Maranello. In
addition, the project also allowed a reduction of the
truck traffic for transport to third-party disposers.
The project was developed in two phases. The first
phase consisted in the installation of a treatment
plant for washing and degreases solutions, while the
second phase involved the installation of an evapo-
rator treatment plant for oil emulsions.
Total waste40 for 2023 was equal to 8,821 tons,
with an increase of 4% compared to 2022 (8,448
tons), entirely treated offsite. This increase is mainly
due to maintenance activities and an increase in the
number of vehicles produced, in fact, total waste per
vehicle produced remains stable. WASTE DIVERT-
ED FROM DISPOSAL
Unit of measurement: tons
2023
2022
Preparation for reuse
Recycling
Total Hazardous Waste
Weight
Percentage
Weight
Percentage
—
669.6
669.6
—%
12.2%
12.2%
—
616.0
616.0
—%
13.0%
13.0%
222
NON FINANCIAL STATEMENTFERRARI N.V. 2023 ANNUAL REPORT AND FORM 20-F Unit of measurement: tons
2023
2022
Preparation for reuse
Recycling
16.7
4,796.9
0.3%
87.5%
21.2
4,112.5
Total Non-Hazardous Waste
4,813.6
87.8%
4,133.7
0.4%
86.6%
87.0%
Total Waste Diverted From Disposal
5,483.2
100.0%
4,749.7
100.0%
Weight
Percentage
Weight
Percentage
WASTE DIRECTED TO DISPOSAL
Unit of measurement: tons
2023
2022
Incineration with or without energy recovery
Landfilling
Other disposal operations
Total Hazardous Waste
Weight
Percentage
Weight
Percentage
—
0.3
602.1
602.4
—%
—%
18.0%
18.0%
—
0.4
802.6
803.0
—%
—%
21.7%
21.7%
Unit of measurement: tons
2023
2022
Incineration with or without energy recovery
Landfilling
—
120.6
—%
3.6%
—
98.0
Other disposal operations
2,614.7
78.4%
2,797.1
Total Non-Hazardous Waste
2,735.3
82.0%
2,895.1
—%
2.7%
75.6%
78.3%
Total Waste Directed to Disposal
3,337.7
100.0%
3,698.1
100.0%
Weight
Percentage
Weight
Percentage
After the 2020 and 2021 suspension due to COVID-19,
in 2022 and 2023 we organized KiSS Mugello (Keep
it Shiny and Sustainable), the environmental and so-
cial sustainability program of the Italian Grand Prix
of MotoGP. Its aim is to raise awareness about the
need to reduce the environmental footprint gener-
ated by mega-events, such as the Italian Moto GP. On
the one hand, some examples of the environmen-
tal initiatives carried out are the installation of free
drinking water dispensers to reduce the use of plas-
tic during the events and the collection of used mo-
tor and cooking oils, as well as the separate waste
collection organized all around the Circuit by local
operators. On the other hand, some examples of so-
cial activities carried out are the donation of meals
to help people in need from the local community and
the solidarity pit lane walk that this year was extend-
ed to 8 local associations.
WATER MANAGEMENT
We are well aware of the importance of a responsi-
ble management of water and, even if our plants are
not located in areas exposed to high or extremely
high overall water risks, nor our production pro-
cess can be considered water intensive, we have
developed a series of initiatives to reduce water
consumption in our manufacturing processes. This
commitment was reinforced by introducing the adi-
abatic cooling system in our New Technical Center,
a new technology which allows us to save more wa-
ter compared to traditional methods. Moreover, we
collect and reuse rainwater and condensation for
sanitary facilities. In 2023, we completed the instal-
lation of additional water consumption meters inte-
grated into the energy monitoring software, help-
ing us map the allocation of water consumption.
In 2023, the plant for the recovery of wastewater
was approved, with the aim of reintroducing water
into the production process. This project will result in
a reduction of more than 3% in water consumption.
223
NON FINANCIAL STATEMENTFERRARI N.V. 2023 ANNUAL REPORT AND FORM 20-F Where there is no possibility of reuse, wastewater
is treated in accordance with all applicable laws and
regulations.
All the water sourced comes from municipal water
supplies and wells: as of today, no water bodies are
directly affected by the withdrawal of water.
WATER WITHDRAWAL BY SOURCE(41)
Unit of measurement: ML
2023
2022
Groundwater
Third-party water
Total(44)
All areas
of which areas with
water stress(42)
All areas
of which areas with
water stress(43)
529.9
261.4
791.3
29.5
0.0
29.5
522.9
215.0
737.9
22.7
0.0
22.7
All the wastewater of our plants is always monitored
and channeled in the public sewage system and not
directly into water bodies. The water used in some of
the industrial processes (such as washing solutions
or paint washing), before its discharge in the pub-
lic sewer system, is treated by an industrial water
treatment plant where it undergoes the necessary
chemical, physical, and biological treatments.
The Mugello Circuit is self-sufficient in terms of wa-
ter resources. In particular, the Circuit has the own-
ership of the wells through which water is taken
from the aquifer. The water is then stored in tanks
and treated by an external company so that it can be
used again. There have never been large decreases
in the total water present in the aquifers.
WATER DISCHARGE BY DESTINATION(45)
Unit of measurement: ML
2023
2022
All areas
of which areas with
water stress(46)
All areas
of which areas with
water stress(47)
Effluents / Water bodies
Public sewer system
Freshwater (≤1.000 mg/l total
dissolved solids)
Other water (>1.000 mg/l total
dissolved solids)
Total
—
455.8
29.5
426.3
455.8
—
29.5
29.5
—
29.5
—
420.7
22.7
398.0
420.7
—
22.7
22.7
—
22.7
The water consumption of Ferrari is calculated in terms of water with-
drawal net of the amount of water discharged. In 2023, total consump-
tion was 335.5 Megaliters (ML) of which the consumption from water
stressed areas was 0 Megaliters.
224
NON FINANCIAL STATEMENTFERRARI N.V. 2023 ANNUAL REPORT AND FORM 20-F BIODIVERSITY AND NOISE POLLUTION
We carried out a proximity analysis to investigate the
presence of protected areas within a radius of ap-
proximately 10 km from our sites. To our best knowl-
edge, our plants and racing circuits do not have a sig-
nificant environmental impact on such areas.
Moreover, our Mugello racing circuit is located in an
extremely important natural landscaping area, so
the main tribune has been constructed using eco-ac-
tive materials with zero impact on the surrounding
zone to help reduce both pollutants and bacteria.
Operational site owned, leased, managed in, or adjacent to, protected areas and areas of high biodiversity value outside protected
areas
Site
Geographic
Type of
Position
Size of
Protected
Size of
Biodiversity
Biodiversity
location
operation
in relation
to the
protected
area or
the high
biodiversity
value area
outside
protected
areas (km)
operational
site in km2
biodiversity
area
biodiversity
area km2
value
value
characterized
characterized
by the
by listing of
attribute of
protection
the protected
status
area or
area of high
biodiversity
value outside
the protected
area
(terrestrial,
freshwater,
or maritime
ecosystem);
Maranello
Emilia-
Manufacturing 7.60 km
0.46 km2
Faeto,
3.91 km2
Terrestrial &
ZSC IT4040013
Romagna
Varana,
Torrente
Fossa
Freshwater
9.70 km
San
7.85 km2
Terrestrial &
ZSC IT4030016
Valentino, Rio
della Rocca
Freshwater
10.60 km
Cassa di
2.76 km2
Terrestrial &
ZSC/ZPS
3.01 km
espansione
del Fiume
Panaro
Salse di
Nirano
Freshwater
IT4040011
3.71 km2
Terrestrial &
ZSC IT404007
Freshwater
Fiorano
Emilia-
Racing Circuit
7.04 km
0.37 km2
Faeto,
3.91 km2
Terrestrial &
ZSC IT4040013
Romagna
Varana,
Torrente
Fossa
Freshwater
9.03 km
San
7.85 km2
Terrestrial &
ZSC IT4030016
2.23 km
Valentino, Rio
della Rocca
Salse di
Nirano
Freshwater
3.71 km2
Terrestrial &
ZSC IT404007
Freshwater
Mugello
Tuscany
Racing Circuit
4.55 km
1.7 km2
Bosco ai Frati 1.71 km2
Terrestrial &
SIC IT5140006
6.30 km
4.14 km
Freshwater
Conca di
Firenzuola
Colla di
Casaglia
23.38 km2
Terrestrial &
ZSC
Freshwater
IT5140003
61.11 km2
Terrestrial &
ZSC
Freshwater
IT5140004
Scaglietti
Emilia-
Manufacturing 10.61 km
0.03 km2
Casse di
4.76 km2
Terrestrial &
ZSC/ZPS
Romagna
espansione
del Secchia
Freshwater
IT4030011
4.72 km
Cassa di
2.76 km2
Terrestrial &
ZSC/ZPS
espansione
del Fiume
Panaro
Freshwater
IT4040011
225
NON FINANCIAL STATEMENTFERRARI N.V. 2023 ANNUAL REPORT AND FORM 20-F With regard to the noise produced in proximity of
the Fiorano and Mugello circuits, the acoustic moni-
toring of the plant perimeter is regularly carried out
and the Mugello Circuit complies with the authoriza-
tion received by the appropriate authorities.
REDUCING THE ENVIRONMENTAL IMPACTS ALONG THE VALUE CHAIN
(a) Transportation and distribution of products
purchased between its tier 1 suppliers and
its own operations (in vehicles and facilities
not owned or controlled by Ferrari);
(b) Transportation and distribution services
purchased , including inbound logistics, out-
bound logistics (e.g., of sold products), and
transportation and distribution between its
own facilities (in vehicles and facilities not
owned or controlled by Ferrari);
5 Business travel: Transportation of employees
for business-related activities (in vehicles not
owned or operated by Ferrari);
6 Employee commuting: transportation of employ-
ees between their homes and their worksites.
7 Downstream transportation and distribution:
Transportation and distribution of products sold
between its operations and the end consumer,
including retail and storage (in vehicles and facil-
ities not owned or controlled by Ferrari);
8 Use of sold products: End use of goods and ser-
vices sold;
9 Franchises: the Scope 1 and Scope 2 emissions
of franchisees, Ferrari reports its dealers in this
category.
Based on the methodology applied in 2022, the table
below shows the details for each GHG emissions cat-
egory. The ISO 14064-1 allows for judgment calls re-
sulting in a range of possible outcomes and is subject
to annual reviews to improve the calculation of the
company’s GHG emissions, resulting in some cases
in incomparability between one year and another.
SCOPE 3 GHG EMISSIONS
In our decarbonization strategy, we focus on both
upstream and downstream Scope 3 GHG emissions.
In fact, we believe that focusing only on the vehicle
use phase is not enough, and we need to focus on
raw materials as well.
Our Scope 3 indirect upstream and downstream
emissions for 2022 are reported in the section “—
Our Strategy to Reach Carbon Neutrality by 2030”.
The calculation of the Scope 3 emissions for 2023 is
currently being processed.
The Scope 3 emissions reduction target of
at least an average of 40% per car by 2030 will be
achieved, given current technology, through:
1 Electrification for the vehicle use phase, expand-
ing our offering of hybrid and electric models,
thereby reducing by 2030 at least an average of
50% CO2eq emissions per car;
2 Use, among others, of recycled aluminum to re-
duce by 2030 at least an average of 30% CO2eq
emissions per car to counteract the impact of
mostly battery modules which will otherwise in-
crease raw materials emissions.
Constant dialogue with partners in the supply chain
is key to identifying the innovative approaches to
further reduce GHG emissions. While we are looking
for new ideas to decarbonize our business, the un-
avoidable GHG emissions will be managed through
our engagement in the purchase of certified carbon
avoidance and sequestration credits.
We calculate our carbon footprint considering
the GHG emissions related to all Group activities
over our entire value chain, based on GHG protocol
methodology and verified by a third-party certifica-
tion entity according to ISO 14064-1:2018 require-
ments. Hereafter the GHG protocol Scope 3 catego-
ries reported:
1 Purchased goods and services: Extraction, pro-
duction, and transportation of goods and ser-
vices purchased or acquired;
2 Capital goods: Extraction, production, and trans-
portation of capital goods purchased or ac-
quired;
3 Fuel- and energy-related activities (not included
in Scope 1 or Scope 2): Extraction, production,
and transportation of fuels and energy pur-
chased or acquired , not already accounted for
in Scope 1 or Scope 2.
4 Upstream transportation and distribution:
226
NON FINANCIAL STATEMENTFERRARI N.V. 2023 ANNUAL REPORT AND FORM 20-F Scope 3 Category(48)
Included Reason for
Methodology
exclusion
Source
Method(49)
Emission factors Assumptions
1
Purchased goods
Yes
—
Warehouse
Supplier specific
Ecoinvent,
Processes of
and services
inbound
method,
Supplier specific,
raw materials
documents,
Hybrid method,
EEIO
Supplier specific
Average data
data,
method,
Verified data
Spend based
included in
method (services)
Financial Reports
(Services)
not included
for bought
components.
Services of the
subsidiaries are
not included (not
material).
2
Capital Goods
Yes
—
Verified data
Spend based
EEIO(50)
Fuel and energy
Yes
related services
Upstream
Yes
transportation and
distribution
—
—
included
in Financial
Reports
method
Invoices
Activity data
Ecoinvent(51)
method
Delivery inbound
Supplier specific
Ecoinvent,
Packaging weight
documents,
method,
Supplier specific
not included.
Supplier specific
Distance based
data
method
Waste generated in
No
Not Material
—
—
—
operations
(< 5% of
category)
Business travel
Yes
—
Supplier data
Supplier specific
Ecoinvent,
Only employees in
extraction,
method,
Scuderia Ferrari
Distance based
Supplier specific,
DEFRA(52)
Italy are included
in the calculation.
logistic plans
method,
Average data
method
Employee
commuting
Yes
—
Internal database,
Distance based
Ecoinvent
Only employees in
Internal survey
method
Italy are included
in the calculation.
Upstream leased
No
The leased
—
—
—
3
4
5
6
7
8
assets
cars are
accounted
for in Scope
1 (operational
control)
9
Downstream
Yes
—
Delivery outbound
Supplier specific
Ecoinvent,
transportation and
distribution
documents,
method,
Supplier specific
Supplier specific
Distance based
data
method
10
Processing of sold
No
Not relevant
—
—
—
products
for Ferrari
11
Use of sold products Yes
—
Official
Activity data
Homologation(53)
Only Tank to
homologation
method
process
Wheel emissions
are included.
12
End-of-Life
No
Ferrari cars
—
treatment of sold
products
are not
disposed of
13
Downstream leased
No
Not relevant
—
assets
for Ferrari
—
—
—
—
14
Franchises
Yes
—
Internal data
Activity data
collection
method
ISPRA/EPA/Terna,
Ecoinvent(54)
15
Investments
No
Not Material
—
—
—
(< 5% of
category)
227
NON FINANCIAL STATEMENTFERRARI N.V. 2023 ANNUAL REPORT AND FORM 20-F VEHICLE EMISSIONS
We are subject to a variety of laws and regulations
that, among others, are related to car emissions and
fuel consumption. Ferrari vehicles must comply with
extensive regional, national and local laws and regu-
lations, as well as industry self-regulations (including
those that regulate vehicle safety). However, we cur-
rently benefit from certain regulatory exemptions
because we qualify as a Small Volume Manufactur-
er or similar designation in most of the jurisdictions
where we sell our cars (for more details refer to
“Overview of Our Business—Regulatory Matters”).
Through innovations in areas such as turbo-
chargers, engine downsizing, transmission, elec-
tric steering and hybrid technology we constantly
reduced our emissions on our entire fleet. Consis-
tent with our mission to develop cutting edge range
cars, product development efforts continually focus
on improving core components such as the power-
train, car dynamics and the use of materials such as
special aluminum alloys and carbon fiber. The exper-
tise acquired in these fields has recently enhanced
our efforts to combine improved performance with
reductions in CO2eq emissions.
These efforts, through the investment of huge
resources, allow the reduction of CO2 emissions
and fuel consumption thanks to the development of
CO2 emission reducing technologies. The main tech-
nologies deployed so far in the Ferrari fleet are: the
TITLE
8-gear Dual Clutch Transmission, optimized smart
alternator, brake by wire with regenerative braking
strategy and weight reduction, improved aerody-
namic rims for drag reduction, gasoline direct injec-
tion (200-350 bar), start & stop with improved direct
start, increased compression ratio, multi-spark igni-
tion, low friction synchromesh device, downsizing,
finger follower valve actuation with rollers, variable
displacement oil pump with variable feed pressure
and smart cooling (transmission). As an example, in
2015 we decided to introduce the start & stop tech-
nology as standard for the 488 family: the cars sold
afterwards decreased their CO2 emissions by 6%(55).
We continue to focus on researching technolo-
gies that further reduce emissions in the use phase,
such as hybrid and electric engines. We started our
electrification journey in 2009, when we introduced
the HY-KERS (Kinetic Energy Recovery System) tech-
nology in our Formula 1 cars, which was transferred
in 2013 to LaFerrari, our first road car to use hybrid
technology. Further enhancing the hybrid technolo-
gy, in 2014, we introduced hybrid power units in our
Formula 1 cars and, in 2019, we launched the SF90
Stradale, our first hybrid series-production car.
We now have four hybrid cars in our range. These
new models reduced by around 30% the emissions
generated by the vehicle during the use phase com-
pared to our traditional internal combustion engines.
2009
Formula 1
experience
2013
Launch of the
LaFerrari supercar
2019-2022
4 hybrid models
SF90 Stradale
SF90 Spider
296 GTB
296 GTS
2025
Full electric Ferrari
unveil in 2025
100%
0%
Full electric
Hybrid
ICE
0%
20%
80%
~5%
55%
40%
~40%
~40%
~20%
2021
2026E
2030E
228
NON FINANCIAL STATEMENTFERRARI N.V. 2023 ANNUAL REPORT AND FORM 20-F As outlined in our 2022-2026 Strategic Plan an-
nounced during the 2022 Capital Markets Day, the
first full electric Ferrari will be unveiled in 2025 and
by 2026 we target a well-diversified product portfo-
lio, composed of 55% hybrid, 5% full electric and 40%
ICE in terms of number of models. By 2030, we are
targeting an offering composed of 20% ICE, 40% hy-
brid and 40% full electric. Together with the electrifi-
cation journey, we are exploring solutions to reduce
the otherwise growing emissions of raw materials
mainly related to the battery module, looking into re-
cycled aluminum and green steel.
Our ambition is to launch 15 new models be-
tween 2023-2026 with the purpose of maintaining
the product portfolio’s leading position, and to re-
spond quickly to market demand and technological
breakthroughs. In this context, hybrid and electric
technologies are a core component of our strate-
gy. The increased offering of hybrid and electric
powertrains will allow us to meet both specific reg-
ulatory requirements but also to satisfy customers’
desires for significantly improved emissions, while
enhancing performance and driving thrills that ren-
der Ferrari cars simply unique.
To deliver these innovations, we will enrich
our plant in Maranello by adding a new ‘e-building’
where we will handcraft and assembled the unique
Ferrari electric engines, inverters, battery mod-
ules, magnets. This plant development will assure
us a technical capacity in excess of our needs for
the years to come.
According to our environmental commitment,
we also monitor other car-related air emissions,
adopting new solutions to improve performances.
In 2019, we introduced the GPF (gasoline particulate
filter) to reduce particulate emissions.
RAW MATERIALS
Car makers consume large amounts of raw mate-
rials and a conscientious planning of the manufac-
turing process is essential to the management of
scarce resources. Among the most used materials
in our cars are light alloys, such as aluminum: to re-
duce the sourcing of aluminum specific initiatives to
reuse scraps have been developed, see “—Reducing
our direct environmental impacts—Waste manage-
ment”. Below an example of the materials used in
one of our sports cars.
PERCENTAGE OF MATERIALS USED IN THE FERRARI 296 GTB
Light alloys and steel
Other metals
Polymers
Elastomers
Glass/Ceramics
Fluids
Other
Total
62.5%
5.6%
15.8%
5.1%
3.5%
2.8%
4.7%
100.0%
We measure and monitor the presence of hazard-
ous substances in our homologated vehicles, as re-
quired by local regulations. Every Ferrari homolo-
gated vehicle, therefore, every component installed,
follows the REACH prescriptions. Every Ferrari ve-
hicle is compliant to 2000/53/EC (End-of-life Direc-
tive), as applicable.
Our suppliers are requested to comply with
2011/65/UE (RoHS Directive) and 2000/53/EC (End-
of-life Directive), and to provide, through the Inter-
national Material Data System, all the information re-
lated to the composition of substances used in the
manufacturing process. Our internal systems auto-
matically reject non-compliant components.
As presented during our 2022 Capital Markets Day,
we set a target to reduce by an average of 30% per
229
car the GHG emissions deriving mainly from the pur-
chase of raw materials by 2030. Therefore, we have
already identified actions to meet this target and we
are increasing our engagement with our suppliers.
A considerable part of our relevant suppliers has
been engaged and assessed through a question-
naire that covered, among others, climate related
topics. Based on the results of the assessment, dif-
ferent action plans will be undertaken. In the next few
years, we target to progressively extend the scope
of this activity, with the goal of reducing supply chain
emissions and driving the low-carbon transition.
TITLE
100%
0%
Full electric
Hybrid
ICE
2009
Formula 1
experience
2013
Launch of the
LaFerrari supercar
2025
Full electric Ferrari
unveil in 2025
2019-2022
4 hybrid models
SF90 Stradale
SF90 Spider
296 GTB
296 GTS
~5%
55%
40%
0%
20%
80%
~40%
~40%
~20%
2021
2026E
2030E
NON FINANCIAL STATEMENTFERRARI N.V. 2023 ANNUAL REPORT AND FORM 20-F LOGISTICS
We produce all of our vehicles and spare parts in our
Maranello and Modena plants, however, our network
of third-party dealers comprises 196 points of sale
around the world. A meticulous work is constantly
carried out to optimize logistical operations with the
aim of reducing the environmental impact and asso-
ciated air emissions.
In 2023, together with our logistics partners we in-
troduced for the first time Hydrotreated Vegetable
Oil (HVO) fuel in our European outbound logistics on
road. On average this allows us to reduce our GHG
emissions for this sub-category by 80%.
DEALERS
We sell our cars exclusively through a network of
authorized dealers (with the exception of one-offs
and track cars which we sell directly to end clients).
We regularly assess the composition of our deal-
er network in order to maintain the highest level of
quality. As of December 31, 2023, our network com-
prised 178 dealers operating 196 points of sale, and
we do not presently own any dealership.
To sustain our goal of reaching carbon neutrali-
ty by 2030, involving our dealers is a key part of our
strategy. For this reason, we launched in 2023 the
first edition of the Green Dealer Award, which has
the objective of engaging dealers on their sustain-
ability efforts with a focus on decarbonization. Our
network was evaluated via three KPIs: energy con-
sumption, energy reduction versus the previous
year and initiatives they have undertaken such as
efficiencies, water savings and social activities for
the local community. This process has allowed us
to collect and share on a global level best practices
amongst our dealers.
VEHICLE'S END OF LIFE
We are not directly involved in product take back
programs due to the nature of our business: the
number of Ferrari cars demolished each year is very
scarce as Ferrari cars are perceived as collectibles,
which the G roup also supports through its “Ferrari
Classiche” services and the active preowned mar-
ket. In addition, our cars are generally not consid-
ered means of transportation, see “Overview of Our
Business—Client Relations—Ferrari Classiche”.
EU TAXONOMY
In order to meet the objectives of the European
green deal and to establish a unified EU classifica-
tion system of environmentally sustainable eco-
nomic activities, the European Commission pub-
lished in June 2020 Regulation (EU) 2020/852, the
‘Taxonomy Regulation’(56).
The EU Taxonomy identifies the following six en-
vironmental objectives:
1 climate change mitigation;
2 climate change adaptation;
3 sustainable use and protection of water and ma-
rine resources;
4
transition to a circular economy;
5 pollution prevention and control; and
6 protection and restoration of biodiversity and
ecosystems.
Taxonomy-aligned activities are those that comply
with the requirements laid down in Article 3 of the
Taxonomy Regulation:
• substantially contributes to one or more of the
environmental objectives by meeting the tech-
nical screening criteria defined for this eco-
nomic activity;
• does no significant harm to the other five objec-
• complies with minimum safeguards.
tives; and
OUR REPORTING REQUIREMENTS
Article 8 of the Taxonomy Regulation requires non-fi-
nancial undertakings to disclose information on the
proportion of the turnover, capital expenditure and
operating expenditure (‘key performance indica-
tors’) of their activities related to assets or process-
es associated with environmentally sustainable eco-
nomic activities.
The Commission adopted and published the EU
Taxonomy Delegated Acts(57) to implement the Tax-
onomy Regulation. The Commission adopted in July
2021, a delegated act that specifies the disclosure
230
NON FINANCIAL STATEMENTFERRARI N.V. 2023 ANNUAL REPORT AND FORM 20-F obligations of undertakings under Article 8 of the
Taxonomy Regulation with respect to the Taxono-
my-eligibility and alignment of their activities (‘Dis-
closures Delegated Act’)(58).
Relating to the climate change mitigation and
adaptation objectives, non-financial undertakings
including Ferrari begin to report on their Taxono-
my Key Performance Indicators (KPIs) as specified
in the Disclosures Delegated Act from January 1,
2023. Whereas regarding the remaining 4 environ-
mental objectives, from January 1, 2024 until De-
cember 31, 2024, non-financial undertakings had to
disclose only the proportion of Taxonomy-eligible
and Taxonomy non-eligible economic activities in
their total turnover, capital and operational expen-
diture and the qualitative information relevant for
these disclosures.
OUR APPROACH TO DISCLOSURE
Ferrari has been developing specific analysis to re-
spond to such disclosure requirements. A study was
performed in accordance with the following meth-
odological steps, briefly described below.
ANALYSIS OF THE ECONOMIC ACTIVITIES OF FERRARI ELIGIBLE
AND ALIGNED TO THE EU TAXONOMY
We thoroughly analyzed the requirements estab-
lished by the Taxonomy Regulation and related doc-
umentation, identifying the economic activity 3.3
“Manufacture of low carbon technologies for trans-
port” as the one that correlates the most with Ferra-
ri’s core activities and operations. Further linkages
can be found with the economic activity 6.5 “Trans-
port by motorbikes, passenger cars and light com-
mercial vehicles”, with particular reference to our
financial services activities. Such a process was
conducted by analyzing both formal Ferrari-related
NACE codes as well as its substantial business activ-
ities and operations in comparison to the list provid-
ed by the EU Taxonomy. For both of these activities,
the environmental objective most consistent with
respect to Ferrari’s business is climate change miti-
gation. Further residual Ferrari activities and opera-
tions are currently considered not pertinent to oth-
er Taxonomy-related economic activities and/or not
significant for the purpose of this disclosure.
SUBSTANTIAL CONTRIBUTION
In the Annexes I and II of the Commission Delegat-
ed Regulation (EU) 2021/2139 of June 4, 2021 are
established the Technical Screening Criteria for
determining the conditions under which a specific
economic activity qualifies as contributing substan-
tially to climate change mitigation or climate change
adaptation, respectively. Consequently, those Tech-
nical Screening Criteria specify the minimum re-
quirements that the economic activity should meet
in order to qualify as environmentally sustainable.
In 2023, Ferrari conducted a detailed analysis of all
Technical Screening Criteria related to econom-
ic activities 3.3 and 6.5 to determine the share of
Turnover, Capital Expenditure (CapEx) and Operat-
ing Expenditure (OpEx) aligned with these require-
ments. From the analysis performed, all the techni-
cal screening criteria for substantial contribution to
climate change mitigation are met.
DO NO SIGNIFICANT HARM (DNSH)
The Climate Delegated Act establishes, for the cli-
mate change mitigation and climate change adapta-
tion environmental objectives, Technical Screening
Criteria for determining whether that economic ac-
tivity causes no significant harm to one or more of
the environmental objectives laid down in Article 9
of the Taxonomy Regulation. Similarly, the Environ-
mental Delegated Act establishes Technical Screen-
ing Criteria for the remaining four environmental
objectives. The Technical Screening Criteria for ‘do
no significant harm’ should ensure that the econom-
ic activity has no significant negative environmental
impact. In 2023, Ferrari conducted a detailed analy-
sis of all DNSH criteria related to economic activities
3.3 and 6.5, including the requirements outlined in
the Appendixes to Annex I of the Climate Delegated
Act, to verify alignment with the EU Taxonomy.
RESPECT OF THE MINIMUM SAFEGUARDS
The minimum safeguards referred to in point (c) of
Article 3 and Article 18 of the Taxonomy Regulation
are represented by procedures implemented by an
undertaking that is carrying out an economic activi-
ty to ensure the alignment with the OECD Guidelines
for Multinational Enterprises and the UN Guiding
Principles on Business and Human Rights. Those
procedures include the principles and rights set out
in the eight fundamental conventions identified in the
Declaration of the International Labour Organisation
(ILO) on Fundamental Principles and Rights at Work
and the International Bill of Human Rights. In order
to verify compliance with Minimum safeguards on
its activities, Ferrari conducted an analysis in light of
the information reported in the Final Report on Mini-
mum Safeguards published by the Platform on Sus-
tainable Finance in October 2022.
231
NON FINANCIAL STATEMENTFERRARI N.V. 2023 ANNUAL REPORT AND FORM 20-F ANALYSIS OF 2023 FERRARI TURNOVER, CAPITAL EXPENDITURE
AND OPERATING EXPENDITURE AND CALCULATION
OF EU TAXONOMY-RELATED KPIs.
We analyzed our turnover, capital and operating ex-
penditure for the calculation of the KPIs requested
pursuant to the Taxonomy Regulation and related
documentation, according to our current interpre-
tation of the applicable requirements.
Potential double counting in the allocation in the
numerator of turnover, capital expenditure and op-
erating expenditure has been avoided through the
use of the financial information which are at the
base of the Consolidated Financial Statements as of
December 31, 2023.
Turnover(59) KPI:
(a) Regarding the denominator, we based it on our
consolidated net turnover in accordance with
IAS 1.82(a). For further details on our account-
ing policies regarding our consolidated net turn-
over please refer to the Consolidated Financial
Statements of our Annual Report.
(b) Regarding the numerator, we analyzed our poten-
tial turnover derived from products or services
in line with the previous mentioned assumptions:
• we considered as “eligible”: the revenues re-
lated to the shipments of our cars, any per-
sonalization generated and to financial ser-
vices activities. We take into consideration
the eligible activities which contribute at
least 1% of total Group revenues.
• we considered as “aligned”: the revenues
related to the shipments of our cars and to
financial services activities if these cars clas-
sified as light-duty vehicles with specific emis-
sions of CO2, as defined in Article 3(1), point
(h), of Regulation (EU) 2019/631, lower than
50 g CO2/km (low-and zero-emission light-du-
ty vehicles). As of 2023, our sports cars are
above this threshold. At the same time, both
the compliance with all DNSH criteria listed in
the Delegated Regulation 2021/2139 for such
activities and the fulfillment of the minimum
safeguards as per Article 3 and 18 of the Tax-
onomy Regulation was verified;
• we considered as “not eligible”: the revenues
generated from the sales of spare parts as
well as of engines to Maserati for the use in
their cars and from the rental of engines to
other Formula 1 racing teams; the revenues
earned by our racing teams (mainly in the For-
mula 1 World Championship and the World
Endurance Championship) through sponsor-
ship agreements and our share of the Formu-
la 1 World Championship commercial reve-
nues; the net revenues generated through
the Ferrari brand, including fashion collec-
tion, merchandising, licensing and royalty in-
come; any other revenue, primarily related
to the management of the Mugello racetrack
and other sports-related activities.
• we considered as “not aligned”: the reve-
nues related to the shipments of our cars
and to financial services activities that
have not met one or more of the Technical
Screening Criteria specified in the Delegat-
ed Regulations or that do not fulfil the mini-
mum safeguards specified in the Article 18
of the Taxonomy Regulation.
232
NON FINANCIAL STATEMENTFERRARI N.V. 2023 ANNUAL REPORT AND FORM 20-F 233
NON FINANCIAL STATEMENTFERRARI N.V. 2023 ANNUAL REPORT AND FORM 20-F PORTION OF TURNOVER FROM PRODUCTS OR SERVICES ASSOCIATED
WITH TAXONOMY-ALIGNED ECONOMIC ACTIVITIES - DISCLOSURE COVERING YEAR 2023(60)
Financial year 2023
Year
Economic activities
Code
Turnover
Proportion of turnover 2023
€/000
%
A. TAXONOMY-ELIGIBLE ACTIVITIES
A.1 Environmentally sustainable activities (Taxonomy-aligned)
Turnover of environmentally sustainable activities
(Taxonomy-aligned) (A.1)
Of which enabling
Of which transitional
0
0
0
A.2 Taxonom-Eligible but not environmentally sustainable activities (not Taxonomy-aligned activities)
3.3. Manufacture of low carbon technologies for transport
CCM 3.3
4,910,557
6.5. Transport by motorbikes, passenger cars and light
commercial vehicles
CCM 6.5
99,661
Turnover of Taxonomy-Eligible but not environmentally
sustainable activities (not Taxonomy-aligned activities) (A.2)
5,010,218
A. Turnover of Taxonomy-eligible activities (A.1+A.2)
5,010,218
B. TAXONOMY-NON-ELIGIBLE ACTIVITIES
Turnover of Taxonomy-Non-Eligible activities
959,928
Total (A-B)
5,970,146
234
0%
0%
0%
82%
2%
84%
84%
16%
100%
NON FINANCIAL STATEMENTFERRARI N.V. 2023 ANNUAL REPORT AND FORM 20-F Financial year 2023
Year
Substantial contribution criteria
DNSH criteria (“Does Not Significantly Harm”
Economic activities
Code
Turnover
Proportion of turnover 2023
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A. TAXONOMY-ELIGIBLE ACTIVITIES
A.1 Environmentally sustainable activities (Taxonomy-aligned)
Turnover of environmentally sustainable activities
(Taxonomy-aligned) (A.1)
Of which enabling
Of which transitional
0
0
0
A.2 Taxonom-Eligible but not environmentally sustainable activities (not Taxonomy-aligned activities)
3.3. Manufacture of low carbon technologies for transport
CCM 3.3
4,910,557
EL
N/EL N/EL N/EL N/EL N/EL
6.5. Transport by motorbikes, passenger cars and light
CCM 6.5
99,661
EL
N/EL N/EL N/EL N/EL N/EL
commercial vehicles
EL
N/EL
EL
N/EL
EL
N/EL
EL
N/EL
EL
N/EL
EL
N/EL
Turnover of Taxonomy-Eligible but not environmentally
sustainable activities (not Taxonomy-aligned activities) (A.2)
5,010,218
A. Turnover of Taxonomy-eligible activities (A.1+A.2)
5,010,218
B. TAXONOMY-NON-ELIGIBLE ACTIVITIES
Turnover of Taxonomy-Non-Eligible activities
959,928
Total (A-B)
5,970,146
84%
84%
0%
0%
0%
82%
2%
84%
84%
16%
100%
0%
0%
E
0%
T
82%
1%
83%
83%
235
NON FINANCIAL STATEMENTFERRARI N.V. 2023 ANNUAL REPORT AND FORM 20-F
236
NON FINANCIAL STATEMENTFERRARI N.V. 2023 ANNUAL REPORT AND FORM 20-F In 2023, the taxonomy-eligible turnover share has remained substantially
stable from the previous year.
PORTION OF TURNOVER/TOTAL TURNOVER
Taxonomy-aligned per objective Taxonomy-eligible per objective
—%
—%
—%
—%
—%
—%
84%
—%
—%
—%
—%
—%
• we considered as “aligned”: the additions
of tangible and intangible assets related to
the development and production of vehi-
cles, that in particular classify as light-duty
vehicles with specific emissions of CO2, as
defined in Article 3(1), point (h), of Regula-
tion (EU) 2019/631, lower than 50 g CO2/km
(low-and zero-emission light-duty vehicles).
Moreover, we consider the additions of tan-
gible and intangible assets related to the plan
to allow Taxonomy-eligible economic activ-
ities to become Taxonomy-aligned (‘CapEx
plan’) under the conditions specified in the
second subparagraph of the point 1.1.2.2 of
Annex 1 of the Disclosure Delegated Act. At
the same time, both the compliance with all
DNSH criteria listed in the Delegated Regula-
tion 2021/2139 for such activities and the ful-
fillment of the minimum safeguards as per
Article 3 and 18 of the Taxonomy Regulation
was verified;
• we considered as “not eligible”: the remaining
• we considered as “not aligned”: the additions
additions of tangible and intangible assets.
of tangible and intangible assets related to
the development and production of our ve-
hicles that have not met one or more of the
Technical Screening Criteria specified in the
Delegated Regulations or that do not fulfil the
minimum safeguards specified in the Article
18 of the Taxonomy Regulation.
CCM
CCA
WTR
CE
PPC
BIO
As outlined in our 2022-2026 Strategic Plan an-
nounced during the 2022 Capital Markets Day, the
first full electric Ferrari will be unveiled in 2025.
Therefore, to date, such revenues are equal to zero.
Capital Expenditure(61) KPI:
(c) Regarding the denominator, it consists of ad-
ditions to tangible and intangible fixed assets
during the financial year, before depreciation,
amortization and any re-measurements, includ-
ing those resulting from revaluations and im-
pairments, as well as excluding changes in fair
value. It includes acquisitions of tangible fixed as-
sets (IAS 16), intangible fixed assets (IAS 38) and
right-of-use assets (IFRS 16). Additions resulting
from business combinations are also included.
Goodwill and borrowing costs are not included
in the denominator, as it is not defined as a tangi-
ble or intangible asset in accordance with IAS 16
and IAS 38. For further details on our account-
ing policies regarding our capital expenditure,
please refer to the Consolidated Financial State-
ments of our Annual Report.
(d) Regarding the numerator, we analyzed our cap-
ital expenditures in line with the previous men-
tioned assumptions:
• we considered as “eligible”:
• the additions of tangible assets related to
our production facilities in Maranello and
Modena, plus our subsidiaries (excluding
racetrack management and retail busi-
ness) as well as financial services activi-
ties;
• the additions of intangible assets related
to externally acquired and internally gen-
erated development costs for our cars as
well as patents, concessions and licenses
and other intangible assets mainly relat-
ed to the registration of trademarks.
237
NON FINANCIAL STATEMENTFERRARI N.V. 2023 ANNUAL REPORT AND FORM 20-F PORTION OF CAPITAL EXPENDITURE FROM PRODUCTS OR SERVICES ASSOCIATED WITH TAXONOMY-
ALIGNED ECONOMIC ACTIVITIES - DISCLOSURE COVERING YEAR 2023(62)
Financial year 2023
Year
Economic activities
Code
CapEx
Proportion of CapEx 2023
€/000
%
A. TAXONOMY-ELIGIBLE ACTIVITIES
A.1 Environmentally sustainable activities (Taxonomy-aligned)
CapEx of environmentally sustainable activities
(Taxonomy-aligned) (A.1)
Of which enabling
Of which transitional
0
0
0
A.2 Taxonom-Eligible but not environmentally sustainable activities (not Taxonomy-aligned activities)
3.3. Manufacture of low carbon technologies for transport
CCM 3.3
853,704
CapEx of Taxonomy-Eligible but not environmentally
sustainable activities (not Taxonomy-aligned activities) (A.2)
A. CapEx of Taxonomy-eligible activities (A.1+A.2)
B. TAXONOMY-NON-ELIGIBLE ACTIVITIES
CapEx of Taxonomy-Non-Eligible activities
Total (A-B)
853,704
853,704
54,949
908,652
238
0%
0%
0%
94%
94%
94%
6%
100%
NON FINANCIAL STATEMENTFERRARI N.V. 2023 ANNUAL REPORT AND FORM 20-F Financial year 2023
Year
Substantial contribution criteria
DNSH criteria (“Does Not Significantly Harm”
Economic activities
Code
CapEx
Proportion of CapEx 2023
e
g
n
a
h
C
e
t
a
m
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l
C
n
o
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t
a
g
i
t
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e
g
n
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t
a
m
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C
n
o
i
t
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p
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d
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t
a
W
n
o
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t
u
l
l
o
P
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r
a
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C
l
i
e
g
n
a
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C
e
t
a
m
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l
C
n
o
i
t
a
g
i
t
i
m
e
g
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e
t
a
m
i
l
C
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o
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t
a
t
p
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r
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t
a
W
s
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P
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t
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s
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e
v
d
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B
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t
s
y
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s
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f
a
s
m
u
n
M
i
i
y
t
i
s
r
e
v
d
o
B
i
i
€/000
%
Y/N
Y/N
Y/N
Y/N
Y/N
Y/N
Y/N
Y/N
Y/N
Y/N
Y/N
Y/N
Y/N
N/EL
N/EL
N/EL
N/EL
N/EL
N/EL
y
m
o
n
o
x
a
T
f
o
n
o
i
t
r
o
p
o
r
P
2
2
0
2
r
a
e
y
,
x
E
p
a
C
g
n
i
l
b
a
n
e
y
r
o
g
e
t
a
C
y
t
i
v
i
t
i
c
a
l
a
n
o
i
t
i
s
n
a
r
t
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r
o
g
e
t
a
C
y
t
i
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c
a
E
T
l
e
b
g
i
i
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e
r
o
d
e
n
g
i
l
A
%
A. TAXONOMY-ELIGIBLE ACTIVITIES
A.1 Environmentally sustainable activities (Taxonomy-aligned)
CapEx of environmentally sustainable activities
(Taxonomy-aligned) (A.1)
Of which enabling
Of which transitional
CapEx of Taxonomy-Eligible but not environmentally
sustainable activities (not Taxonomy-aligned activities) (A.2)
A. CapEx of Taxonomy-eligible activities (A.1+A.2)
B. TAXONOMY-NON-ELIGIBLE ACTIVITIES
CapEx of Taxonomy-Non-Eligible activities
Total (A-B)
0
0
0
853,704
853,704
54,949
908,652
0%
0%
0%
94%
94%
94%
6%
100%
A.2 Taxonom-Eligible but not environmentally sustainable activities (not Taxonomy-aligned activities)
3.3. Manufacture of low carbon technologies for transport
CCM 3.3
853,704
EL
N/EL N/EL N/EL N/EL N/EL
EL
N/EL
EL
N/EL
EL
N/EL
EL
N/EL
EL
N/EL
EL
N/EL
94%
94%
0%
0%
E
0%
T
97%
97%
97%
239
NON FINANCIAL STATEMENTFERRARI N.V. 2023 ANNUAL REPORT AND FORM 20-F
PORTION OF CAPEX/TOTAL CAPEX
CCM
CCA
WTR
CE
PPC
BIO
Taxonomy-aligned per objective Taxonomy-eligible per objective
—%
—%
—%
—%
—%
—%
94%
—%
—%
—%
—%
—%
In 2023, capital expenditures increased in absolute
terms for both taxonomy-eligible and non-eligible
categories, the latter growing faster than the for-
mer, primarily due to the increase of right-of-use as-
sets (IFRS 16), resulting in a 3% decrease in the eligi-
bility share compared to the previous year.
From the analysis performed, our investments
related to the development and production of elec-
tric vehicles meet all the Technical Screening Cri-
teria for substantial contribution to climate change
mitigation and for DNSH outlined in Delegated Reg-
ulation 2021/2139 under economic activity 3.3 “Man-
ufacture of low carbon technologies for transport”.
We compiled the financial figures based on the vehi-
cle model and powertrain technology and we includ-
ed the capital expenditure that are initially directly
attributed to electric vehicles. Furthermore, we in-
cluded in the capital expenditure all other activities
that according to our medium-term planning, up to
2026, will contribute to the production of electric ve-
hicles. Capital expenditure that was not clearly attrib-
utable to a particular vehicle was taken into account
on a proportionate basis using allocation formulas.
Ferrari is compliant with the safeguards regard-
ing human rights in our activities, grievance mech-
anisms, anti-corruption, competition and taxation.
Furthermore, we are developing actions aimed at
ensuring full compliance with safeguards, through
the development of a state-of-the-art corporate due
diligence processes on human rights that will involve
our business partners both upstream and down-
stream. For this reason, in 2023, we joined Drive Sus-
tainability(63) and were able to engage a selected base
of our suppliers through a structured questionnaire.
Suppliers were selected based on risk criteria (stra-
tegic relevance, geographical location, company
size, supplier strategy, product category or service).
This initiative is the starting point of a structured
ESG due diligence activity. This approach, integrat-
ed into our integrity framework, will be carried out
in accordance with the OECD Guidelines for Multina-
tional Enterprises and the UN Guiding Principles on
Business and Human Rights (UNGPs). Through this, it
will be possible to classify such business activity as
Taxonomy-aligned.
The capital expenditure related to the develop-
ment and production of our electric vehicles, dedicat-
ed manufacturing building “e-building” and electrifi-
cation activities such as heat pumps and photovoltaic
panels, amounts to €197,811 thousand, 22% of total
2023 capital expenditure denominator.
Operating Expenditure(64) KPI:
(e) Regarding the denominator, it consists of direct
non-capitalized costs that relate to research and
development, building renovation measures,
short-term lease, maintenance and repair, and
any other direct expenditures relating to the
day-to-day servicing of assets of property, plant
and equipment.
(f) Regarding the numerator, we analyzed our di-
rect non-capitalized costs in line with the previ-
ous mentioned assumptions:
• we considered as “eligible”:
• the direct non-capitalized costs that pri-
marily relate to research and development
activities, including Formula 1 racing as
well as development activities to support
the innovation of our product portfolio
and components, in particular, in relation
to electric and other new technologies,
• the maintenance expenditures related to
the manufacturing of our vehicles, and our
subsidiaries (excluding racetrack manage-
ment and retail business) as well as those
related to financial services activities;
• we considered as “aligned”: the direct
non-capitalized costs related to the devel-
opment and production of vehicles, that in
particular classify as light-duty vehicles with
specific emissions of CO2, as defined in Arti-
cle 3(1), point (h), of Regulation (EU) 2019/631,
lower than 50 g CO2/km (low-and zero-emis-
sion light-duty vehicles). Moreover, we con-
sider the direct non-capitalized costs related
to the CapEx plan to allow Taxonomy-eligi-
ble economic activities to become Taxono-
my-aligned within a predefined timeframe as
set out in the second paragraph of the point
1.1.3.2 of Annex 1 of the Disclosure Delegated
240
NON FINANCIAL STATEMENTFERRARI N.V. 2023 ANNUAL REPORT AND FORM 20-F
Act. At the same time, both the compliance
with all DNSH criteria listed in the Delegated
Regulation 2021/2139 for such activities and
the fulfillment of the minimum safeguards as
per Article 3 and 18 of the EU Taxonomy Reg-
ulation was verified;
• we considered as “not eligible”: the remain-
ing direct non-capitalized costs.
• we considered as “not aligned”: the direct
non-capitalized costs related to the devel-
opment and production of our vehicles that
have not met one or more of the Technical
Screening Criteria specified in the Delegated
Regulations or that do not fulfil the minimum
safeguards specified in the Article 18 of the
Taxonomy Regulation.
241
NON FINANCIAL STATEMENTFERRARI N.V. 2023 ANNUAL REPORT AND FORM 20-F PORTION OF OPERATING EXPENDITURE FROM PRODUCTS OR SERVICES ASSOCIATED WITH TAXONOMY-
ALIGNED ECONOMIC ACTIVITIES - DISCLOSURE COVERING YEAR 2023(65)
Financial year 2023
Year
Economic activities
Code
OpEx
Proportion of OpEx 2023
€/000
%
A. TAXONOMY-ELIGIBLE ACTIVITIES
A.1 Environmentally sustainable activities (Taxonomy-aligned)
OpEx of environmentally sustainable activities
(Taxonomy-aligned) (A.1)
Of which enabling
Of which transitional
0
0
0
A.2 Taxonom-Eligible but not environmentally sustainable activities (not Taxonomy-aligned activities)
3.3. Manufacture of low carbon technologies for transport
CCM 3.3
565,474
OpEx of Taxonomy-Eligible but not environmentally
sustainable activities (not Taxonomy-aligned activities) (A.2)
A. OpEx of Taxonomy-eligible activities (A.1+A.2)
B. TAXONOMY-NON-ELIGIBLE ACTIVITIES
OpEx of Taxonomy-Non-Eligible activities
Total (A-B)
565,474
565,474
-
565,474
242
0%
0%
0%
100%
100%
100%
0%
100%
NON FINANCIAL STATEMENTFERRARI N.V. 2023 ANNUAL REPORT AND FORM 20-F Financial year 2023
Year
Substantial contribution criteria
DNSH criteria (“Does Not Significantly Harm”
Economic activities
Code
OpEx
Proportion of OpEx 2023
e
g
n
a
h
C
e
t
a
m
i
l
C
n
o
i
t
a
g
i
t
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n
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t
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C
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C
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s
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s
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e
s
d
r
a
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f
a
s
m
u
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M
i
i
€/000
%
Y/N
Y/N
Y/N
Y/N
Y/N
Y/N
Y/N
Y/N
Y/N
Y/N
Y/N
Y/N
Y/N
N/EL
N/EL
N/EL
N/EL
N/EL
N/EL
y
m
o
n
o
x
a
T
f
o
n
o
i
t
r
o
p
o
r
P
2
2
0
2
r
a
e
y
,
x
E
p
O
g
n
i
l
b
a
n
e
y
r
o
g
e
t
a
C
y
t
i
v
i
t
i
c
a
l
a
n
o
i
t
i
s
n
a
r
t
y
r
o
g
e
t
a
C
y
t
i
v
i
t
c
a
E
T
l
e
b
g
i
i
l
e
r
o
d
e
n
g
i
l
A
%
A. TAXONOMY-ELIGIBLE ACTIVITIES
A.1 Environmentally sustainable activities (Taxonomy-aligned)
OpEx of environmentally sustainable activities
(Taxonomy-aligned) (A.1)
Of which enabling
Of which transitional
OpEx of Taxonomy-Eligible but not environmentally
sustainable activities (not Taxonomy-aligned activities) (A.2)
A. OpEx of Taxonomy-eligible activities (A.1+A.2)
B. TAXONOMY-NON-ELIGIBLE ACTIVITIES
OpEx of Taxonomy-Non-Eligible activities
Total (A-B)
0
0
0
565,474
565,474
-
565,474
0%
0%
0%
100%
100%
100%
0%
100%
A.2 Taxonom-Eligible but not environmentally sustainable activities (not Taxonomy-aligned activities)
3.3. Manufacture of low carbon technologies for transport
CCM 3.3
565,474
EL
N/EL N/EL N/EL N/EL N/EL
EL
N/EL
EL
N/EL
EL
N/EL
EL
N/EL
EL
N/EL
EL
N/EL
100%
100%
0%
0%
E
0%
T
100%
100%
100%
243
NON FINANCIAL STATEMENTFERRARI N.V. 2023 ANNUAL REPORT AND FORM 20-F
PORTION OF OPEX/TOTAL OPEX
CCM
CCA
WTR
CE
PPC
BIO
Taxonomy-aligned per objective Taxonomy-eligible per objective
—%
—%
—%
—%
—%
—%
100%
—%
—%
—%
—%
—%
In 2023, the taxonomy-eligible operating expenditure
share has remained stable from the previous year.
From the analysis performed, our investments
related to the development and production of elec-
tric vehicles meet all the Technical Screening Cri-
teria for substantial contribution to climate change
mitigation and for DNSH outlined in Delegated Regu-
lation 2021/2139 under economic activity 3.3 “Man-
ufacture of low carbon technologies for transport”.
Ferrari is compliant with the safeguards regard-
ing human rights in our activities, grievance mech-
anisms, anti-corruption, competition and taxation.
Furthermore, we are developing actions aimed at
ensuring compliance with safeguards, through the
development of a state-of-the-art corporate due dili-
gence processes on human rights that will involve our
business partners both upstream and downstream.
For this reason, in 2023, we joined Drive Sustainability
and were able to engage a selected base of our sup-
pliers through a structured questionnaire. Suppliers
were selected based on risk criteria (strategic rele-
vance, geographical location, company size, supplier
strategy, product category or service). This initiative
is the starting point of a structured ESG due diligence
activity. This approach, integrated into our integrity
framework, will be carried out in accordance with the
OECD Guidelines for Multinational Enterprises and the
UN Guiding Principles on Business and Human Rights
(UNGPs). Through this, it will be possible to classify
such business activity as Taxonomy-aligned.
The operating expenditure related to electric
vehicles amounts to € 18,389 thousand, 3% of total
2023 operating expenditure denominator.
Potential double counting in the allocation in the nu-
merator of Turnover, capital expenditure and oper-
ating expenditure has been avoided through the use
of the financial information which are at the base of
the Consolidated Financial Statements as of Decem-
ber 31, 2023.
Further analysis will be made over time accord-
ing to the progressive evolution of the Taxonomy
Regulation, and its concrete interpretation/applica-
tion for reporting purposes in accordance with Fer-
rari’s strategic approach.
In order to truly understand the importance and
actions that Ferrari is putting in place to achieve the
climate mitigation objective, it should be noted our
unwavering pursuit of reaching carbon neutrality by
2030, addressing both direct and indirect emissions
with a focus on energy and materials, in addition to
our electrification journey. As a further step forward
in this process, since 2019 we are monitoring our
carbon footprint considering the emissions related
to all the Group activities over our entire value chain.
Our calculation, based on GHG protocol methodol-
ogy, is certified according to ISO 14064-1:2018 re-
quirements by a third-party player and allowed us to
determine priority areas for action. We are strongly
committed to expanding our Taxonomy-aligned ac-
tivities through dedicated investment (“CapEx Plan”)
and operating expenditures, as outlined in our 2022-
2026 Strategic Plan presented during our 2022 Cap-
ital Markets Day, in line with the conditions specified
in the second subparagraph of the point 1.1.2.2 of
Annex 1 of the Disclosure Delegated Act.
244
NON FINANCIAL STATEMENTFERRARI N.V. 2023 ANNUAL REPORT AND FORM 20-F 245
NON FINANCIAL STATEMENTFERRARI N.V. 2023 ANNUAL REPORT AND FORM 20-F CREATING
AND SHARING
VALUE WITH THE
COMMUNITY
FERRARI CONTRIBUTES TOWARDS THE COMMUNITY
Our goal is to create and share long-term value with
our stakeholders. Community engagement and in-
volvement with the local territory are of fundamen-
tal importance to us, with particular reference to
Maranello and Modena, where all our cars are man-
ufactured. To maintain alive the spirit of Ferrari and
the story of its founder Enzo Ferrari, two different
museums have been established, attracting every
year thousands of visitors from all over the world to
the heart of the Italian “Motor Valley”.
In 2023, we donated € 1 million to the Emilia-Ro-
magna Region's Agency for Territorial Safety and
Civil Protection, joining the regional fundraising cam-
paign. The funds have been devolved to help the local
population affected by the flooding, with a particular
focus on projects for environmental recovery and
the management of hydrogeological instability.
Moreover, in 2023, Ferrari also organized fund-
raising initiatives together with its Cavalcade clients
to support educational activities also through The
Ferrari Foundation(66). The net proceeds from the
auction, held in Morocco in March, were donated to
support selected preschool projects of The Moroc-
can Foundation for the Promotion of PreSchool Ed-
ucation. In addition, the net proceeds of the Ferrari
Cavalcade auction, held in Rome in July, were donat-
ed to the Istituto Comprensivo Giuliano da Sangal-
lo, a school in Ostia Ponente, through the Save the
Children “Lo spazio che vorrei” (“The Space I Would
Like”) initiative. This project aims to redevelop an ed-
ucational and social hub of great significance in the
fight against educational poverty. The starting point
of the project is the conversion of the school build-
ing’s external space into an area suitable for outdoor
education. In 2023, the total amount donated by Fer-
rari clients to these initiatives amounted to around
€950 thousand.
BOSCO FERRARI
Ferrari continues to invest in its “Bosco Ferrari” proj-
ect that aims to progressively afforest 30 hectares
of land in the province of Modena, and to value the
importance of natural ecosystems for the well-be-
ing of the community.
The first trees were planted in 2022 in the Mu-
nicipality of Maranello in partnership with Rete Cli-
ma. This area of woodland spans six hectares and
is made up of a combination of oak and hornbeam,
trees typical of the Po Valley. The first tree and shrub
species have now been planted, having been grown
from certified seeds and selected to recreate an
ecosystem with significant environmental benefits.
A hectare of land bordering the new wood has
also been allocated to a new “Parco dello Sport” be-
ing developed by the local council, with Ferrari sup-
porting the installation of play apparatus for children,
sports equipment and trails for walking and cycling.
246
NON FINANCIAL STATEMENTFERRARI N.V. 2023 ANNUAL REPORT AND FORM 20-F
Since 2022, we have planted a total of 14 hectares
between the areas of Maranello, Soliera and For-
migine, in the province of Modena.
Bosco Ferrari is part of the Italian National Forest
Campaign (CNFI), promoted by Rete Clima in part-
nership with Coldiretti (the Italian Farmers’ Associ-
ation) and PEFC (the Programme for Endorsement
of Forest Certification). It has also received endorse-
ments from Italy’s Ministry of Ecological Transition
(MITE) and the Ministry of Farming, Food and Forest-
ry (MIPAAF).
FERRARI ENERGY COMMUNITY
In 2023, Ferrari launched the “Ferrari Energy Com-
munity”, a decarbonization project for the towns of
Fiorano and Maranello. This is a further project pro-
moted and developed by Ferrari within a sustainabil-
ity strategy that is based on a scientific approach
and the adoption of cutting-edge technologies. The
project envisages the installation of a photovolta-
ic system of approximately 1 MWp, on 10 thousand
square meters of disused land owned by Ferrari
adjacent to the Fiorano Circuit, whose energy will
be entirely made available to the local community.
Any public or private entity in Fiorano and Maranello
may become a member of the Ferrari REC and thus
use the renewable energy or even play the role of
renewable energy prosumer by installing or con-
necting additional photovoltaic power generator
systems. The new Fiorano plant will generate an av-
erage production of about 1,500 MWh for 20 years,
avoiding about 450 tonnes of CO2 emissions per year
and also supports the decarbonization process and
contributes to the reduction of energy costs for citi-
zens and businesses.
FERRARI & EDUCATION
We are aware of our responsibility towards the com-
munity and our efforts are directed to support its de-
velopment, mainly through collaborations with local
universities and schools and thanks to the industry
network in the Emilia-Romagna region. We believe
that promoting the education of young talents is an
essential step to reinforce the connection with lo-
cal communities. Shaping brilliant engineers with a
specific academic background that focuses on new
technologies within the automotive industry, and in
particular innovative solutions for state-of-the-art
performance in luxury sports cars, is also a prereq-
uisite for the Group to seize future opportunities.
We aim to promote education in the local com-
munity at the high school level by establishing long-
term relationships with technical schools, such as
the Istituti Tecnici Superiori, in Maranello and other
towns nearby. The main collaborations consist in:
participating in orientation committees; establishing
“school-work” projects for students; bringing the
testimony of Ferrari technicians in classrooms; im-
plementing training of trainers (TOT) activities; do-
nating Ferrari equipment; and participating in pub-
lic tenders to finance technical classrooms and labs
in collaboration with local schools. The aim of these
initiatives is to support schools in providing the new
generations with the skills and tools needed to meet
the rapid technological changes taking place in so-
ciety. Moreover, in 2023, we launched the “Road to
Ferrari” initiative aimed at making students aware of
the manufacturing life through the direct testimony
of Ferrari employees.
Starting from 2022, we have been the pioneers
of an exclusive 3-year program dedicated to junior
high school students of Maranello, that allows them
to play and participate to aptitude tests, in order to
evaluate their individual potential and to address
their future careers. This experiment has been pro-
moted in collaboration with the Agnelli Foundation.
We also continue our work with the e.DO Learning
Center, an innovative educational project born in
2022 from the synergy between Ferrari and the lo-
cal area. The project was developed within a labo-
ratory at the IIS Fermo Corni in Modena, which has
been completely refurnished and equipped with
new technology and furniture thanks to the sup-
port from Ferrari. This space, dedicated to students
starting from the age of 8 up to the university level,
offers the opportunity to learn about artificial intelli-
gence and new technologies through games, for the
younger users, and through exercises, for the older
ones. The laboratory is equipped with 5 e.DO robot,
with modular and multi-axis mechanical arms with
integrated open-source intelligence, developed by
the company Comau.
Ferrari is a partner of “ITS Maker”, the Emilia-Ro-
magna Higher Institute of Mechanics, Mechatronics,
Motor and Packaging. The project aims to deliver
two-year courses to provide the most in-demand
technical skills in a practical way, also thanks to an in-
ternship that takes up 40% of the total course hours.
In addition to this, the Company is involved in cours-
es on engines, materials and composites.
We have established collaborations with leading
universities worldwide that include the possibility
for students to develop bachelor and doctoral the-
ses as well as other research projects.
Ferrari is partner of the Motorvehicle Universi-
ty of Emilia-Romagna (MUNER), an association which
was strongly advocated by the Emilia-Romagna re-
gion. It was created thanks to a synergistic connec-
tion between the universities of Modena and Reg-
gio Emilia, Bologna, Ferrara and Parma along with
car companies (Automobili Lamborghini, Dallara,
Ducati, HaasF1Team, HPE COXA, Marelli, Masera-
ti, Pagani, Visa Cash App RB Formula One Team) in
the region that represent the excellence of Italian
brands, which of course includes Ferrari. Thanks to
247
NON FINANCIAL STATEMENTFERRARI N.V. 2023 ANNUAL REPORT AND FORM 20-F existing partners and those who join every year, the
possibility of accessing new automotive knowledge
and skills is increasing. The Motorvehicle University
of Emilia-Romagna hub aims at attracting the best
university students from all over the world, with the
goal of training and introducing into the corporate
world the engineers of tomorrow.
The master’s degree offers the following cours-
es, whose design and implementation saw the active
participation of Ferrari: Advanced Automotive Engi-
neering (AAE), Electronic Engineering for Intelligent
Vehicles (EEIV) and Electronic Vehicle Engineering
(EVE). The formative catalog of the latter is entirely
devoted to electrical vehicles and aims at forging
new professionals with a comprehensive view of all
the phases and processes of the development of an
electric vehicle.
In all these courses, the partners of the initiative
participate in educational activities by teaching and
co-teaching courses, lessons, seminars and labora-
tories and by inviting students to visit the production
plants. This partnership opens up the opportunity
for the most talented and motivated students to take
part in internship programs with one of the compa-
nies involved. We invest a lot in this activity, in par-
ticular, the course Vehicle Conceptual Design (VCD)
of the AAE program, is entirely taught by Ferrari
Maestri, covering more than 20 lectures. In 2023,
the number of enrollments in the three master’s de-
grees increased, with about a fifth of the students
coming from foreign countries.
In the summer of 2023, MUNER offered high
school and university students a variety of academ-
ic, business and cultural contents, aimed at under-
standing high performance vehicles and engineer-
ing subjects, by organizing:
rience – High School Summer Program”;
• the fifth edition of the “Italian Motor Valley Expe-
• the third edition of the “Summer School in Indus-
• the second edition of the “Summer School MUN-
• the first edition of the “Future of Automotive for
trial Engineering for Advanced Automotive”,
ER - Women in Transport”, and;
Intelligent Mobility”.
In addition, Formula 1 has confirmed in 2023 its ex-
tended funding commitment to the Formula 1 Engi-
neering Scholarship program for underrepresent-
ed groups until 2025, continuing its drive to increase
diversity within the sport. The initiative provides
each year 3 scholarships for engineering students:
from diverse ethnic backgrounds that are un-
der-represented in the degree program; from un-
der-privileged socio-economic backgrounds; and
with career ambitions in motorsport and/or Formu-
la 1, allowing them to get access to prestigious uni-
versities around the world. In this context, in 2023
Ferrari welcomed two students and they were of-
fered a 3-week experience with Scuderia Ferrari.
In 2023, we supported for the fourth year the
education program “Arcipelago Educativo”, devel-
oped in collaboration with Fondazione Agnelli and
Save the Children. This project offers to local young
students an innovative educational path that aims at
promoting their psycho-social well-being, consoli-
dating and recovering basic and transversal skills
and contrasting the negative effects of extended
school closures.
Furthermore, in 2023, Ferrari Group around the
world promoted educational and charity activities
for their local communities, in collaboration with dif-
ferent partners.
FERRARI MUSEUM MARANELLO & MUSEO ENZO FERRARI (MEF)
The Ferrari Museum Maranello invites visitors to ex-
perience the Prancing Horse dream first-hand, of-
fering them a journey through the Group’s history,
values and automotive world.
The Museo Enzo Ferrari (MEF) is built around
the house in which Enzo Ferrari was born in 1898.
The MEF tells the story of Enzo Ferrari as a young
boy discovering the irresistible allure of the world
of motor racing, his career as a driver in 1920s, as
the driving force behind the Scuderia Ferrari in the
1930s, and then as Ferrari, the Constructor, from
1947 onwards.
In 2023, the Ferrari Museum Maranello and the MEF
welcomed more than 740 thousand visitors and the
main exhibitions of were:
• “Roaring 50s”, an exhibition on the history of the
• “Supercars – The evolution of uniqueness” ded-
Modena Street circuit.
icated to all the Ferrari that hailed landmark ad-
vances in the marque’s technological evolution.
• “Game Changers”, an exhibition dedicated to the
exploration of Ferrari’s most revolutionary models.
SCUDERIA FERRARI CLUB
We strive to maintain and enhance the power and
passion we inspire in customers and the broader
community of automotive enthusiasts by continu-
ing our rigorous production and distribution model,
promoting hard-to-satisfy demand and scarcity val-
ue in our cars. We also support our brand value by
enabling a strong connection between Ferrari and
our community of enthusiasts.
248
NON FINANCIAL STATEMENTFERRARI N.V. 2023 ANNUAL REPORT AND FORM 20-F Scuderia Ferrari Club is a non-profit consortium
company founded in 2006 by Ferrari S.p.A. to coor-
dinate the activities of the Scuderia’s many fans who
have founded clubs around the world. As of Decem-
ber 2023, the Company has 190 officially recognized
Clubs, in over 20 countries (152 in Italy and 38 world-
wide), with more than 16 thousand active member-
ships. An incredible mix of different nationalities,
cultures and lifestyles is united by one enduring pas-
sion for Ferrari. Scuderia Ferrari Club also works
with the Clubs to support the organization of their
events. Before joining Scuderia Ferrari Club, an or-
ganization must demonstrate a significant engage-
ment in the motorsport world and a conduct in line
with Ferrari’s values.
In 2023, Scuderia Ferrari Club continued with
the adoption of a new brand identity and new online
and social activities.
FERRARI DRIVER ACADEMY
The Ferrari Driver Academy was founded with the
mission of providing young drivers with a training
program that will ultimately reward them with a ca-
reer in a Formula 1 prancing horse car.
The Ferrari Driver Academy focuses on fos-
tering the growth and training of talented young
drivers who are handpicked from the international
motor racing arena. The aim is to identify young tal-
ented drivers which one day will be able to win for
Scuderia Ferrari in the Formula 1 World Champi-
onship by coaching them to develop their potential
and always perform at their peak. In addition, the
project also encompasses a scouting program to
detect young talented karting drivers to potential-
ly join FDA with partnerships in Italy, Latin America,
Asia Pacific and Oceania. In fact on top of the two
Scouting Camps run in Fiorano to evaluate Europe-
an Drivers, FDA personnel coordinated other two
regional selections with physical events to spot new
talents coming from Latin America, Oceania and
Asia Pacific. All those who passed the first selection
rounds this year (6 boys between the ages of 14 and
16) were invited to take the final tests which took
place in Maranello. The winner of the fourth edition
of the FDA Scouting World Finals was the Dutch
Driver Rene’ Lammers and FDA will keep monitor-
ing him in 2024.
The first driver to enter the program was Jules
Bianchi in December 2009. The Academy’s line-
up for 2023 will be composed out of nine drivers:
Robert Shwartzman, Arthur Leclerc, Oliver Bear-
man, Dino Beganovic, Rafael Camara, Maya Weug,
James Wharton, Tuukka Taponen and Aurelia No-
bels. Charles Leclerc joined at the beginning of 2016
and won within two years the GP3 and F2 champi-
onships. Six years ago, he raced in Formula 1 with
Alfa Romeo Sauber and from 2019 he has raced for
Scuderia Ferrari as an official driver. The Swedish
Driver Dino Beganovic won the 2022 FIA Formula
Regional title. Moreover, in 2023 for the fourth year
in a row, we hosted a new edition of “FIA Girls on
track-Rising Stars”. The aim of this initiative is to help
the best young female talents worldwide to compete
at the highest level in automobile racing. The win-
ner of the fourth edition was Alba Larsen and FDA
will keep a close eye on her progresses through the
2024 Season.
FDA aims not only at supporting drivers merely
from a racing point of view, but also at developing
them personally and professionally through a pro-
gram that spans several years. The focus is on de-
veloping both the person and the professional at a
time in their life when they are growing rapidly, by
providing them with all the required tools to make
the right choices at the right time. Hence the idea of
creating a “Campus” where the young drivers can
live and breathe motorsport and, even more impor-
tantly, Ferrari, 24 hours a day.
METHODOLOGY AND SCOPE
es to the chapter(s) or paragraph(s) of this Annual
Report where the relevant aspects of the Dutch De-
cree are discussed in particular.
Through this Non-Financial Statement, we aim to
provide our stakeholders with non-financial infor-
mation, illustrate our sustainability strategy and our
corporate social responsibility initiatives in 2023
(from January 1, 2023 to December 31, 2023) to en-
sure transparent and structured communication
with our stakeholders.
This Statement was prepared in accordance
with the Dutch Civil Code, and with the Dutch De-
cree on Non-Financial Information (Besluit bekend-
making niet-financiële informatie), which is a trans-
position of Directive 2014/95/EU ‘Disclosure of
non-financial and diversity information’ into Dutch
law. The table below shows the internal referenc-
249
NON FINANCIAL STATEMENTFERRARI N.V. 2023 ANNUAL REPORT AND FORM 20-F Dutch Decree aspects
Internal reference – Chapter / Paragraph
Business model
• Our Business
Policies and due diligence
• Corporate Governance
• Proactively Fostering Best Practice Governance / Integrity of Business Conduct
• Being the Employer of Choice / Working Environment
• Being the Employer of Choice / Training and Talent Development
• Being the Employer of Choice / Occupational Health and Safety
• Reducing Our Environmental Footprint / Environmental management systems
Principal risks and their management
• Risk Factors
• Proactively Fostering Best Practice Governance / Sustainability Risks
• Reducing Our Environmental Footprint / Assessing and Governing Climate-Related
Risks
• Risk Management Process and Internal Control Systems
Thematic aspects
Environmental matters
• Reducing Our Environmental Footprint / Our Strategy to Reach Carbon Neutrality by
2030
• Reducing Our Environmental Footprint / Assessing and Governing Climate-Related
Risks
• Reducing Our Environmental Footprint / Reducing Our Direct Environmental Impacts
• Reducing Our Environmental Footprint / Reducing the Environmental Impacts along
the Value Chain
• Further Climate-related Disclosures (TCFD)
Social matters
• Our Business
• Proactively Fostering Best Practice Governance / Integrity of Business Conduct
• Overview of Our Business / Procurement / Responsible Supply Chain; Conflict
Minerals
• Exceeding Expectations / Research innovation technology
• Overview of Our Business / Client Relations / Client Satisfaction
• Exceeding Expectations / Vehicle safety
• Creating and Sharing Value with the Community / Ferrari & Education
Employee matters
• Being the Employer of Choice / Working Environment
• Being the Employer of Choice / Training and Talent Development
• Being the Employer of Choice / Talent Recruitment and Employee Retention
• Being the Employer of Choice / Occupational Health and Safety
• Being the Employer of Choice / Our Employees in Numbers
Respect for human rights
• Proactively Fostering Best Practice Governance / Integrity of Business Conduct
• Overview of Our Business / Procurement / Responsible Supply Chain; Conflict
Minerals
• Being the Employer of Choice / Talent Recruitment and Employee Retention
• Being the Employer of Choice / Occupational Health and Safety
• Being the Employer of Choice / Our Employees in Numbers
Fight against corruption and bribery
• Proactively Fostering Best Practice Governance / Integrity of Business Conduct
Supply Chain
• Proactively Fostering Best Practice Governance / Integrity of Business Conduct
• Overview of Our Business / Procurement / Responsible Supply Chain
Conflict minerals
• Proactively Fostering Best Practice Governance / Integrity of Business Conduct
• Overview of Our Business / Procurement / Conflict Minerals
This Statement is prepared in accordance with the
GRI standards defined by the GRI (Global Reporting
Initiative). It also includes further disclosures in line
with the recommendations of the Task Force on
Climate-related Financial Disclosures (TCFD), the
Automobiles Sustainability Accounting Standards,
prepared by the Sustainability Accounting Stan-
dards Board (SASB), and the EU Taxonomy Regula-
tion 2020/852. Several operating departments of
the Group have been actively involved in the pro-
cess of data gathering and report drafting in order
to shape this Statement. This has prepared under
the supervision of Ferrari Group’s Chief Financial
Officer and has been shared with the Executive Of-
ficers of the Group and with the ESG Committee of
the Board of Directors.
With regard to the financial data, the scope of re-
porting corresponds to that of Ferrari N.V.’s Consoli-
dated Financial Statements.
Regarding the qualitative and quantitative data
on social and environmental aspects, the scope of re-
porting corresponds to Ferrari N.V. and our subsid-
iaries consolidated on a line-by-line basis (as indicated
in note 3 “Scope of consolidation” of the 2023 Annual
Report). Environmental data and information are re-
ported for our principal manufacturing facility in Ma-
250
NON FINANCIAL STATEMENTFERRARI N.V. 2023 ANNUAL REPORT AND FORM 20-F ranello, for our second plant in Modena and for our
Mugello racing circuit. We continue to measure and
report in terms of energy consumption and green-
house gas (GHG) emissions of our 14 directly oper-
ated retail stores, offices of our foreign subsidiaries
and other smaller facilities in Italy, such as the Museo
Enzo Ferrari (MEF) in Modena and the Ferrari Museum
in Maranello. Other environmental indicators, such as
water withdrawals and discharges and waste gener-
ation are deemed negligible and excluded.
Any exceptions, with regard to the scope of this
data, are clearly indicated throughout this Statement.
Directly measurable quantities have been includ-
ed, while limiting, as far as possible, the use of esti-
mates. Any estimated data is indicated accordingly,
additionally certain totals in the tables included in
this document may not add due to rounding.
During the reporting period, we did not face any
significant change concerning the organization’s
size, structure, ownership or supply chain. The re-
porting frequency will be annual.
In this Statement, we define as significant the
judgements and the fines that are above the finan-
cial materiality threshold considered for the Finan-
cial Statement. For more detail on how it was deter-
mined, please refer to the Independent Auditor’s
Report in this Report.
The Statement, with the exception of the information
included in the table “Sustainability Accounting Stan-
dards Board Response (SASB) INDEX 2023”, is subject
to a limited assurance engagement in accordance
with the criteria established by the principle ISAE
3000 (Revised) by Deloitte & Touche S.p.A., which, at
the end of the work performed, released the inde-
pendent registered public accounting firm’s Report.
Quantitative indicators that do not relate to any gen-
eral or topic-specific disclosures of the GRI Stan-
dards, which are reported in correspondence to the
pages indicated in the Content Index, are not subject
to limited Assurance by Deloitte & Touche S.p.A.
This Statement is also available online at www.fer-
rari.com. Please refer to the Investor Relations and
Sustainability department for your inquiries about Fer-
rari’s sustainability strategy (email: ir@ferrari.com).
Furthermore, as identified in “Double Material-
ity Analysis of Ferrari Group”, referring to the im-
pact materiality, we identified actual and potential
impacts on the economy, environment, and people,
across our activities and our business relationships.
This analysis informed the prioritization of the im-
pacts based on their significance.
The table below shows the impacts identified
for each material topic, without being prioritized be-
tween each other.
Topic
Main impacts
Nature of the
Type of involvement
impacts
Product technology,
Responding to clients’ demands for a product of the highest
Potential/Positive
Causes
design, quality and
technology and design standards, also by promoting R&D for
safety
industrial development
Reduced level of vehicle safety and quality with consequent
Potential/Negative
Causes
increased risks for clients
Climate change
Energy consumption (within the organization) and related
Actual/Negative
Causes and directly
Greenhouse gas emissions (Scope 1 / Scope 2) with negative
impact on climate change and the community (e.g. Maranello)
linked to
Energy consumption and related GHG emissions for vehicles
Actual/Negative
Contributes to
usage and Use of sold products (Scope 3) with negative impact on
climate change
Energy consumption and related GHG emissions for raw material
Actual/Negative
Contributes to
purchased (Scope 3) with negative impact on climate change
Energy consumption and related GHG emissions for logistics
Actual/Negative
Contributes to
upstream and downstream (Scope 3) with negative impact on
climate change
Natural resources
Group's contribution to depletion and pollution of natural
Actual/Negative
Causes
management and
resources (e.g. noise pollution, emissions of ozone-depleting
biodiversity
substances)
Impacts on ecosystems and people in relation to the amount of
Potential/Negative
Causes
water withdrawn and consumed by an organization
Protection of biodiversity and of environmentally sound practices
Actual/Positive
Causes
Impacts on biodiversity (terrestrial ecosystems) related to the
Potential/Negative
Causes
direct operations (e.g. Maranello, Mugello)
Raw materials and
Production of hazardous / non hazardous waste
Actual/Negative
Causes
circular economy
251
NON FINANCIAL STATEMENTFERRARI N.V. 2023 ANNUAL REPORT AND FORM 20-F Topic
Main impacts
Nature of the
Type of involvement
impacts
Talent attraction,
Positive impacts on employees’ motivation and sense of
Actual/Positive
Causes
retention and
development
belonging thanks to competitive remuneration, benefits, training
opportunities and career development
Loss of knowledge and key skills due to high turnover or low
Potential/Negative
Causes
development with negative indirect impacts on stakeholders (e.g.
customers)
Health, safety and
Work-life balance, attention to mental health with positive impacts
Actual/Positive
Causes
well-being
on employees’ physical and mental well-being
Work-related injuries (employees, workers whose work or
Potential/Negative
Causes
workplace is controlled by Ferrari)
Diversity and
Impacts on Ferrari’s employee’s satisfaction and engagement by
Actual/Positive
Causes
inclusion
promoting awareness and culture about diversity and inclusion
Incidents of discrimination (including gender discrimination in
Potential/Negative
Causes
remuneration) and/or abuse within company’s operations
Responsibility
Support community education through general and technical
Actual/Positive
Causes
towards the
programs
community and
future generations
Operations with potential negative impacts on local communities’
Potential/Negative
Causes
development (e.g. environmental and social impacts with effects
on local communities)
Impact on the community (e.g. Maranello) wealth thanks to the
Actual/Positive
Causes
employment (e.g. job opportunities for local students, financial
stability of employees)
Ethics and human
Promote awareness and culture about ethics and human rights
Actual/Positive
Causes
rights
of Ferrari management, employees, business partners and other
stakeholders
Episodes of corruption, anti-competitive behavior and monopoly
Potential/Negative
Causes
practices with negative impacts on the economy/markets
Violation of human rights within the Group with impacts on human
Potential/Negative
Causes
dignity
Supply chain
responsible
management
Violation of human rights along the value chain with impacts on
Potential/Negative
Contributes to and
human dignity
directly linked to
Creation of a responsible value chain through the assessment and
Actual/Positive
Causes
evaluation of suppliers on sustainability performances
Group’s contribution to depletion and pollution of natural
Actual/Negative
Contributes to and
resources along the value chain
directly linked to
Impacts on biodiversity related to the value chain (e.g. raw
Actual/Negative
Directly linked to
materials extraction from mining activities)
Impact on communities (where suppliers of Ferrari have their
Potential/Negative
Directly linked to
operations) along Ferrari value chain
Promotion of circularity within the value chain to reduce the use of
Actual/Positive
Causes
natural resources and waste produced by suppliers
Incidents of discrimination (including gender discrimination in
Potential/Negative
Directly linked to
remuneration) and/or abuse along the value chain
Data responsibility,
Willful and/or unintentional security breaches involving
Potential/Negative
Causes and
privacy and
confidential business information, stakeholder privacy and
contributes to
cybersecurity
losses of stakeholder data, for the detriment of the Group and
stakeholders
252
NON FINANCIAL STATEMENTFERRARI N.V. 2023 ANNUAL REPORT AND FORM 20-F SASB INDEX
FERRARI – AUTOMOBILES ACCOUNTING STANDARD
SUSTAINABILITY ACCOUNTING STANDARDS BOARD RESPONSE (SASB)
INDEX 2023
Topic
Metric
Code
Unit of M.
Response/Comment
Activity Metrics
Number of vehicles manufactured
TR-AU-000.A N°
Number of vehicles sold
TR-AU-000.B N°
Product safety
Percentage of vehicle models rated
TR-AU-250a.1 %
by NCAP programs with an overall
5-star safety rating, by region
Number of safety-related defect
TR-AU-250a.2 N°
complaints, percentage investigated
14,290
13,663
N/A(67)
0
100%
Number of vehicles recalled
TR-AU-250a.3 N°
Mandatory recalls: 4,942
Voluntary recalls: 87,105
Labor practices
Percentage of active workforce
TR-AU-310a.1 %
93.5%
covered under collective bargaining
agreements
(1) Number of work stoppages and
TR-AU-310a.2 N°
0
(2) total days idle
Fuel Economy and Use-
Sales-weighted average passenger
TR-AU-410a.1 Avg
phase Emissions
fleet fuel economy, by region
EU: 245 gCO2/km (provisional data)
USA: 391 g/mi (GHG emissions)
China: 9.68 L/100 km
Number of (1) zero emission vehicles
TR-AU-410a.2 N°
6,045 (plug-in hybrid)
(ZEV), (2) hybrid vehicles, and (3)
plug-in hybrid vehicles sold
Discussion of strategy for managing
TR-AU-410a.3
• Overview of Our Business/
fleet fuel economy and emissions
risks and opportunities
Regulatory Matters;
• Reducing Our Environmental
Footprint/Reducing the
environmental impacts along the
value chain/Vehicle Emissions;
• Reducing Our Environmental
Footprint/Assessing and governing
climate-related risks
Materials Sourcing
Description of the management
TR-AU-440a.1
• Reducing Our Environmental
of risks associated with the use of
critical materials
Footprint/Reducing the
environmental impacts along the
value chain/Raw materials;
• Overview of Our Business/
Procurement/Responsible Supply
Chain;
• Overview of Our Business/
Procurement/Conflict minerals;
• Risk Management Process and
Internal Control System
253
NON FINANCIAL STATEMENTFERRARI N.V. 2023 ANNUAL REPORT AND FORM 20-F Topic
Metric
Code
Unit of M.
Response/Comment
Materials Efficiency &
Total amount of waste from
Recycling
manufacturing, percentage
TR-AU-
440b.1
Tons
8,821 tons
56% recycled
recycled
Weight of end-of-life material
recovered, percentage recycled
TR-AU-
440b.2
• Reducing Our Environmental
Footprint/Reducing our Direct
Environmental Impacts/Waste
management
Tons; %
• Reducing Our Environmental
Average recyclability of vehicles
sold
TR-AU-
440b.3
%
Footprint/Reducing the
environmental impacts along the
value chain/Vehicle’s end of life;
85% (recycled) - 95% (recovered)
These values refer to the minimum
percentage by mass guaranteed on
our European fleet and determined in
accordance with EU Directive 2005/64/
EC
85%
This value refers to the minimum
percentage by mass guaranteed on
our European fleet and determined in
accordance with EU Directive 2005/64/
EC
FURTHER CLIMATE-RELATED DISCLOSURES (TCFD)
The following section aims at providing a transparent disclosure on cli-
mate change-related matters, in accordance with the recommendations
of the Task Force on Climate-related Financial Disclosures (“TCFD”).
TCFD REFERENCE TABLE
For further details, please refer to the documents mentioned in the
table below.
TCFD area
Recommended TCFD disclosure
Further references
Governance:
a) Describe the board’s oversight of climate-
• Corporate Governance.
Disclose the organization’s
related risks and opportunities.
• Proactively Fostering Best Practice
governance around climate-
related risks and opportunities.
Governance/Our Decision making process.
• CDP Climate Change Questionnaire: C1 –
Governance.
b) Describe management’s role in assessing and
• Corporate Governance.
managing climate-related risks and opportunities.
• Proactively Fostering Best Practice
Governance/Our Decision making process;
• Reducing Our Environmental Footprint/
Assessing and Governing Climate-Related
Risks.
• CDP Climate Change Questionnaire: C1 –
Governance.
254
NON FINANCIAL STATEMENTFERRARI N.V. 2023 ANNUAL REPORT AND FORM 20-F TCFD area
Strategy:
Recommended TCFD disclosure
Further references
a) Describe the climate-related risks and
• Risk Factors; Risk Management Process and
Disclose the actual and
opportunities the organization has identified over
Internal Control Systems.
potential impacts of climate
the short, medium, and long-term.
• Double Materiality Analysis and Stakeholder
related risks and opportunities
on the organization’s
businesses, strategy, and
financial planning where such
information is material.
Engagement/ Double Materiality Analysis of
Ferrari Group;
• Proactively Fostering Best Practice
Governance/Our Decision making process.
• CDP Climate Change Questionnaire: C2
- Risks and Opportunities; C3 -Business
strategy.
b) Describe the impact of climate-related risks
• Risk Factors/Risk Management Process and
and opportunities on the
Internal Control Systems.
organization’s businesses, strategy, and financial
• Double Materiality Analysis and Stakeholder
planning.
Engagement/ Double Materiality Analysis of
Ferrari Group;
• Proactively Fostering Best Practice
Governance/Our Decision making process;
• Reducing Our Environmental Footprint.
• CDP Climate Change Questionnaire: C2
- Risks and Opportunities; C3 -Business
strategy.
c) Describe the resilience of the organization’s
• Reducing Our Environmental Footprint/Our
strategy, taking into consideration different
Strategy to Reach Carbon Neutrality by 2030
climate-related
- Assessing and Governing Climate-Related
scenarios, including a 2°C or lower scenario.
Risks.
• CDP Climate Change Questionnaire: C3
-Business strategy.
Risk Management: Disclose
a) Describe the organization’s processes for
• Risk Management Process and Internal
how the organization identifies,
identifying and assessing climate-related risks.
Control Systems.
assesses, and manages
climate-related risks
• Proactively Fostering Best Practice
Governance;
• Reducing Our Environmental Footprint/
Assessing and Governing Climate-Related
Risks.
• CDP Climate Change Questionnaire: C2 -
Risks and Opportunities.
b) Describe the organization’s processes for
• Risk Factors/Risk Management Process and
managing climate-related risks.
Internal Control Systems.
• Proactively Fostering Best Practice
Governance/Our Decision making process
• Proactively Fostering Best Practice
Governance/Sustainability Risks;
• Reducing Our Environmental Footprint.
• CDP Climate Change Questionnaire: C2 -
Risks and Opportunities.
c) Describe how processes for identifying,
• Risk Management Process and Internal
assessing, and managing climate-related risks
Control Systems.
are integrated into the organization’s overall risk
• Proactively Fostering Best Practice
management.
Governance/Our Decision making process;
• Reducing Our Environmental Footprint/
Assessing and Governing Climate-Related
Risks.
• CDP Climate Change Questionnaire: C2 -
Risks and Opportunities.
Metrics & Targets:
a) Disclose the metrics used by the organization
Disclose the metrics and
to assess climate-related risks and opportunities
targets used to assess and
in line with its
• Reducing Our Environmental Footprint.
• CDP Climate Change Questionnaire: C4 -
Targets and performance; C6 -Emissions
manage relevant climate
strategy and risk management process.
data; C7 – Emissions breakdowns; C8 –
related risks and opportunities
where such information is
material.
Energy.
b) Disclose Scope 1, Scope 2, and, if appropriate,
Scope 3 greenhouse gas (GHG) emissions, and
• Reducing Our Environmental Footprint.
• CDP Climate Change Questionnaire: C6
the related
risks.
-Emissions data; C7 – Emissions breakdowns.
c) Describe the targets used by the organization
to manage climate-related risks and opportunities
• Reducing Our Environmental Footprint.
• CDP Climate Change Questionnaire: C4 -
and performance against targets.
Targets and performance.
255
NON FINANCIAL STATEMENTFERRARI N.V. 2023 ANNUAL REPORT AND FORM 20-F GRI CONTENT INDEX
UNIVERSAL STANDARDS
Statement of use
Ferrari N.V. has reported in accordance with the GRI Standards for the period 1st
January 2023 to 31st December 2023
GRI 1 used
GRI 1: Foundation 2021
Applicable GRI Sector Standard(s)
N/A
GRI
Standard
Disclosure
Page number / Link
Notes/Reasons
for omissions
GRI 2: GENERAL DISCLOSURES (2021)
The organization and its reporting practices
2-1
Organizational details
122-123; 249-251
Via Abetone Inferiore n. 4, I-41053 Maranello
(MO), Italy
2-2
2-3
2-4
2-5
2-6
2-7
2-8
2-9
2-10
Entities included in the organizations’ sustainability
249-251
reporting
Reporting period, frequency and contact point
249-251
Restatements of information
External assurance
Activities and workers
The report was published on February 22,
2024
221; 463
450-451
Activities, value chain and other business
46-48; 51-77; 249-251
relationships
Employees
208-211; 463
Workers who are not employees
209
Governance
Governance structure and composition
122-132; 160-162; 184-185
Nomination and selection of the highest
122-128;130;160-162
governance body
2-11
Chair of the highest governance body
122-128
The Chairman of the Board of Directors is a
Non-Executive Director
2-12
Role of the highest governance body in overseeing
122-128;132
the management of impacts
2-13
2-14
2-15
2-16
2-17
Delegation of responsibility for managing impacts
184-185
Role of the highest governance body in
132; 249-251
sustainability reporting
Conflicts of interest
40-43; 131-134; 185-186
Communication of critical concerns
185-186; 190
Collective knowledge of the highest governance
132
body
2-18
Evaluation of the performance of the highest
132; 165-166
2-19
2-20
governance body
Remuneration policies
Process to determine remuneration
279-304
279-304
256
NON FINANCIAL STATEMENTFERRARI N.V. 2023 ANNUAL REPORT AND FORM 20-F GRI
Standard
Disclosure
Page number / Link
Notes/Reasons
for omissions
2-21
Annual total compensation ratio
213; 463
Strategy, policies and practices
2-22
2-23
2-24
2-25
2-26
2-27
2-28
2-29
2-30
Statement on sustainable development strategy
14-15
Policy commitments
158; 185-189; 190
Code of Conduct (Disciplinary measures;
Contractual measures; Reporting of
violations of the code of conduct; Queries
and support, p. 24)
Embedding policy commitments
180-182; 185-187; 190
Processes to remediate negative impacts
63-65; 71-72; 179; 192-193; 226-230; 266-279
Mechanisms for seeking advice and raising
190
concerns
Compliance with laws and regulations
192
Membership associations
190-191
Ferrari has a significant role in the following
associations/foundations: European
Automobile Manufacturers’ Association -
ACEA, Altagamma, Valore D, Motorvehicle
University of Emilia-Romagna – MUNER,
Fondazione Istituto Tecnico Superiore
Meccanica, Meccatronica, Motoristica,
Packaging - ITS Maker, Fondazione Bologna
Business School, Fondazione Casa Enzo
Ferrari Museo.
Stakeholder engagement
Approach to stakeholder engagement
180-182
Collective bargaining agreements
212-213; 253; 463
GRI 3: MATERIAL TOPICS (2021)
3-1
3-2
Process to determine material topics
176-177;181; 462
List of material topics
177; 179; 251-252
EXCEEDING EXPECTATIONS
Topic: Product technology, design quality and safety
GRI 3: Management Topics (2021)
3-3
Management of material topics
194-197; 249-251
GRI 416: Customer Health and Safety (2016)
416-1
Assessment of the health and safety impacts of
196-197
product and service categories
GRI 417: Marketing and Labeling (2016)
417-1
Requirements for product and service information
Depending on the market of destination
and labeling
and whenever applicable, Ferrari vehicles
are equipped with labels indicating
environmental data (e.g. mercury-free label,
fuel consumption and CO2 emissions label,
etc.) and additional labels related to the safe
use of the vehicle and its components (e.g.
battery, Start & Stop system, lubricants, anti-
freeze fluid). These labels are sometimes
given by an internal self-assessment,
otherwise directly received from the
authorities. Whenever applicable, the local
representative is subject to the labeling
obligations.
257
NON FINANCIAL STATEMENTFERRARI N.V. 2023 ANNUAL REPORT AND FORM 20-F GRI
Standard
Disclosure
BEING THE EMPLOYER OF CHOICE
Topic: Talent attraction, retention and development
GRI 3: Management Topics (2021)
Page number / Link
Notes/Reasons
for omissions
3-3
Management of material topics
198-206; 212-213; 249-252
GRI 401: Employment (2016)
401-1
401-2
New employee hires and employee turnover
212
Benefits provided to full-time employees that are
200-201; 205
not provided to temporary or part-time employees
GRI 404: Training and Education (2016)
404-1
Average hours of training per year per employee
204; 462
404-2
Programs for upgrading employee skills and
201-204
transition assistance programs
404-3
Percentage of employees receiving regular
205-206
performance and career development reviews
GRI 402: Labor/Management Relations (2016)
402-1
Minimum notice periods regarding operational
213
changes
Topic: Health, safety and well-being
GRI 3: Management Topics (2021)
3-3
Management of material topics
200-201; 207-208; 249-252; 462
GRI 403: Occupational Health and Safety (2018)
403-1
Occupational health and safety management
207-208
system
403-2
Hazard identification, risk assessment, and incident
207-208; 462
investigation
403-3
Occupational health services
403-4
Worker participation, consultation, and
communication on occupational health and safety
207-208
207-208
403-5
Worker training on occupational health and safety
207-208; 462
403-6
Promotion of worker health
200-201; 207-208
403-7
Prevention and mitigation of occupational health
207-208
and safety impacts directly linked by business
relationships
403-9
Work-related injuries
208; 462-463
Topic: Diversity and inclusion
GRI 3: Management Topics (2021)
3-3
Management of material topics
160-162; 185-187; 190; 192; 206-207; 249-
252
Code of Conduct (Defending human rights,
p. 7; Ensuring a fair working environment, p.
8; Valuing people, p. 10)
GRI 202: Market Presence (2016)
258
NON FINANCIAL STATEMENTFERRARI N.V. 2023 ANNUAL REPORT AND FORM 20-F GRI
Standard
Disclosure
Page number / Link
Notes/Reasons
for omissions
202-1
Ratios of standard entry level wage by gender
212-213
compared to local minimum wage
All the employees of our Group in Italy are
subject to Collective Agreements (CCSL,
Contratto Collettivo Specifico di Lavoro
and Accordo Premio di Competitività
Ferrari). The proportion between Entry-
Level Salary and Minimum Wage in Italy
is 1:1.Minimum wage levels are identical
between men and women. As per Italy, we
consider as minimum wage the minimum
wage determined by collective bargaining
agreements.
GRI 405: Diversity and Equal Opportunity (2016)
405-1
Diversity of governance bodies and employees
161; 209
GRI 406: Non-Discrimination (2016)
406-1
Incidents of discrimination and corrective actions
160-162; 192
taken
REDUCING OUR ENVIRONMENTAL FOOTPRINT
Topic: Climate change
GRI 3: Management Topics (2021)
3-3
Management of material topics
216-220; 226-230; 249-251; 254-256; 463
GRI 302: Energy (2016)
302-1
Energy consumption within the organization
220; 463
GRI 305: Emissions (2016)
305-1
305-2
Direct (Scope 1) GHG emissions
221; 463
Energy indirect (Scope 2) GHG emissions
221; 463
305-6
Emissions of ozone-depleting substances (ODS)
In 2023, leakages of refrigerant gas were
recorded (HFC-23, HFC-134a, R-404A,
R-407C, R-410A, R-32, R-472B), amounting to
0 tons of CFC-11 equivalent.
305-7
Nitrogen oxides (NOX), sulfur oxides (SOX), and
222
other significant air emissions
Topic: Raw materials and circular economy
GRI 3: Management Topics (2021)
3-3
Management of material topics
216; 222-223; 249-251
GRI 306: Waste (2020)
306-1
Waste generation and significant waste-related
222-223
impacts
306-2
Management of significant waste-related impacts
222-223
306-3
Waste generated
222-223; 463
306-4
Waste diverted from disposal
306-5
Waste directed to disposal
222-223
222-223
Topic: Natural resources management and biodiversity
GRI 3: Management Topics (2021)
3-3
Management of material topics
216; 223-226; 249-251
GRI 303: Water and Effluents (2018)
303-1
303-2
Interactions with water as a shared resource
223-224
Management of water discharge-related impacts
223-224
259
NON FINANCIAL STATEMENTFERRARI N.V. 2023 ANNUAL REPORT AND FORM 20-F GRI
Standard
Disclosure
303-3
Water withdrawal
303-4
Water discharge
303-5
Water consumption
GRI 304: Biodiversity (2016)
Page number / Link
Notes/Reasons
for omissions
224; 463
224; 463
224
304-1
Operational sites owned, leased, managed in, or
225
adjacent to, protected areas and areas of high
biodiversity value outside protected areas
CREATING AND SHARING VALUE WITH THE COMMUNITY
Topic: Responsibility towards the community and future generations
GRI 3: Management Topics (2021)
3-3
Management of material topics
246-249; 249-252
PROACTIVELY FOSTERING BEST PRACTICE GOVERNANCE
Topic: Ethics and human rights
GRI 3: Management Topics (2021)
3-3
Management of material topics
187-188; 190; 192; 249-252
GRI 205: Anti-Corruption (2016)
205-3
Confirmed incidents of corruption and actions
192
taken
GRI 206: Anti-Competitive Behavior (2016)
206-1
Legal actions for anti-competitive behavior, anti-
192
trust, and monopoly practices
Topic: Supply chain responsible management
GRI 3: Management Topics (2021)
3-3
Management of material topics
63-65; 185-189; 249-252
Code of Conduct (Adding value to our
supply chain, p. 16)
GRI 414: Supplier Social Assessment (2016)
414-1
New suppliers that were screened using social
64; 462
criteria
Beyond what is described in the above-
mentioned section, we do not have any
further screening procedures based on
social criteria
Topic: Data responsibility, privacy and cybersecurity
GRI 3: Management Topics (2021)
3-3
Management of material topics
191-192; 249-252
GRI 418: Customer Privacy (2016)
418-1
Substantiated complaints concerning breaches of
192
customer privacy and losses of customer data
260
NON FINANCIAL STATEMENTFERRARI N.V. 2023 ANNUAL REPORT AND FORM 20-F 261
NON FINANCIAL STATEMENTFERRARI N.V. 2023 ANNUAL REPORT AND FORM 20-F 262
NON FINANCIAL STATEMENTFERRARI N.V. 2023 ANNUAL REPORT AND FORM 20-F 263
NON FINANCIAL STATEMENTFERRARI N.V. 2023 ANNUAL REPORT AND FORM 20-F PART II
BOARD
REPORT
265
RISK MANAGEMENT PROCESS AND
INTERNAL CONTROL SYSTEM
Our risk management approach is an important
business driver and it is integral to the achievement
of the Group’s long-term business plan. We take an
integrated approach to risk management, where
risk and opportunity assessment is at the core of the
leadership team agenda. The Board of Directors is
responsible for considering the ability to control and
manage risks crucial to achieve its identified busi-
ness targets and to ensure continuity of the Group.
For this reason, Ferrari has developed varying ap-
petites to achieve different strategic objectives, fo-
cusing attention at all relevant risk levels, from risk
management to internal control.
Ferrari has adopted the last publication (“Enter-
prise Risk Management - Integrating Strategy and
Performance”) of the COSO Framework (Commit-
tee of Sponsoring Organizations of the Treadway
Commission) as the foundation of its Enterprise Risk
Management (ERM) process, deeply embedded in its
broader internal control system. Our internal con-
trol system consists of a set of rules, procedures
and organizational structures aimed at contributing
proactively to the following objectives:
• safeguard of Ferrari’s heritage;
• efficient and effective management of the Group
• reliability, accuracy and integrity of the infor-
in line with corporate strategies;
mation provided to corporate bodies and to the
market; and
• compliance with the current laws and regula-
tions, with the Company’s Statute and Articles of
Association and with the internal procedures of
the Group.
Contributing to
informed and consistent deci-
sion-making as well as to the spread of a correct
knowledge of risks, legality and corporate values,
the risk management process and the internal con-
trol system play a central role in the corporate orga-
nization, supporting the Company’s management in
alignment with the corporate objectives as defined
by the Board of Directors.
The risk management process and the internal
control system involve a plurality of organizational
units and actors, requiring both coordination among
each other and room to operate interdependent-
ly, guaranteeing complementarity in the objectives
pursued and in the rules of operation.
In order to ensure the adequateness of its risk
management and internal control system, Ferrari
has allocated roles and responsibilities among the
relevant organizational units and actors based on
the international best practice of the “Three Line of
Controls Model”. Each line of control has different
functions with clearly defined boundaries:
1 The first line of control identifies and assesses
the relevant risks and subsequently manages and
implements specific response actions. It com-
prises the set of control activities that each oper-
ating unit applies to their processes to ensure op-
266
BOARD REPORTFERRARI N.V. 2023 ANNUAL REPORT AND FORM 20-F erations are carried out properly. Such activities,
the primary responsibility of which lies with the
management of the applicable operating units,
are considered an integral part of corporate op-
erations. This first line of control comprises core
business Risk Owners, staff functions Risk Own-
ers and by the Ferrari Leadership Team;
2 The second line of control monitors the main
risks to ensure the controls implemented by the
first line are appropriate and effective. It also
provides support to the first line of control in the
identification and assessment of the main risks,
as well as in the implementation of the manage-
ment procedures, and related controls, neces-
sary to address those risks. This control line is
entrusted to compliance, strategic, operational
and reporting functions. Additionally, on a case-
by-case basis and depending on the significance
of the risk, specific corporate departments can
be assigned tasks pertaining to the second-line
concerning specific risk areas;
3 The third line of control provides for indepen-
dent and objective assurance and advisory activ-
ities, and it is aimed at assessing the adequacy of
internal control, risk management and corporate
governance processes according to a risk-based
approach. Third-line controls and activities fall
within the remit of Internal Audit department.
The Board of Directors designs, implements, and
maintains internal risk management and control sys-
tems. In executing such responsibilities it is assisted by
the Audit Committee, which is responsible for advis-
ing the Board of Directors and acts under the authori-
ty delegated by the Board of Directors with reference
to internal controls and risk management systems.
The Ferrari Leadership Team is responsible for
the deployment and maintenance of a risk manage-
ment system across our business functions. The
Ferrari Leadership Team is a managerial group led
by the CEO and composed of the heads of the vari-
ous corporate departments; it reviews the risk man-
agement framework and the Company’s key global
risks on a regular basis. For risks deemed to be sig-
nificant, comprehensive risk response plans are de-
veloped and reviewed on a regular basis to ensure
the actions are relevant and sufficient. Our risk man-
agement framework is discussed with the Group’s
Audit Committee on a regular basis.
2 Risk Culture: the values and the attitude con-
sistent with our risk management culture are
communicated and understood at all levels of
the organization.
3 Risk Strategy & Appetite: our risk management
principles are intended to enable the achieve-
ment of our business plan, goals and strategic
objectives. Our risk appetite is balanced through
risk tolerance, limits and associated protocols to
be activated in case of a breach, to ensure risk
levels’ control within our organization.
4 Risk Assessment & Measurement: established
activities that allow Ferrari to identify, assess and
quantify potential risks on a regular basis. This ac-
tivity allows Ferrari to consider the potential im-
pact that events may have on the achievement of
the Company’s objectives. Risks are assessed us-
ing likelihood, impact, preparedness and velocity
level criteria. The results of each risk assessment
are consolidated on a risk map and analyzed to
determine priority and risk treatment methods.
5 Risk Management & Monitoring: management’s
response to manage, mitigate or accept risk.
Risk management efforts create value through
information on risks and controls in order to
improve business performance. Systematically
monitoring the identified risks and management
activities against established metrics allows for
timely and proactive response where warrant-
ed. Key Risk Indicators are reviewed to ensure
their consistency with the identified risks and
their trends are analyzed to identify needs for
further remediation plans.
6 Risk Reporting: reporting of risk and related in-
formation (e.g. mitigation activities) provides
genuine insight into the strengths and weakness-
es of the risk management process. Disclosure
of risk management information to key internal
and external stakeholders supports the deci-
sion-making processes. The risk map derived
from Risk Assessment & Measurement activities
is first shared with the top management (through
quarterly FLT meetings) and then presented to
the Group’s Audit Committee, with a specific fo-
cus on the priority risk areas, the mitigation ac-
tivities implemented, any management strate-
gies that must be adopted and their priority.
RISK APPETITE
FERRARI’S ENTERPRISE RISK MANAGEMENT
PROCESS
The Ferrari Enterprise Risk Management system is ori-
ented by and structured in six different components:
1 Risk Governance: a structure through which
our organization directs, manages and reports
its risk management activities. The Risk Gover-
nance structure encompasses clearly defined
roles and responsibilities, decision-making pow-
ers, risk operating model and reporting lines.
The risk appetite of Ferrari (i.e. the level of risk that
Ferrari is willing to accept to achieve its objectives),
is applied to our strategy, Code of Conduct, corpo-
rate values and policies. Such risk appetite is mea-
sured and tracked thanks to the so-called “Risk Ap-
petite Framework”.
The Risk Appetite Framework is integrated in all
corporate decision-making levels. It defines Ferra-
ri’s risk profile, provides explicit boundaries to risk
levels within which the management is expected to
safely operate, and iteratively reviews risk values,
metrics and limits.
267
FERRARI N.V. 2023 ANNUAL REPORT AND FORM 20-FBOARD REPORT The risks, divided into specific categories as set out in the table below,
are all relevant to the Ferrari business in different ways and their order
of appearance does not reflect a ranking by significance.
Risk category
Risk description
Overall appetite Risk appetite statement
Strategic risks (S)
Risks which affect or are
Moderate
Ferrari is willing to accept moderate risks in order to
created by Ferrari’s business
strategy and could affect
Ferrari’s long-term positioning
and performance.
achieve its strategic objectives. Ferrari recognizes the
need of continuing to invest in research and development
to design and build technically innovative, aesthetically
iconic and highly performing cars able to deliver the most
“fun to drive” experience and feature design excellence.
Strategic risks are taken in a responsible way considering
all stakeholders’ interests in order to preserve Ferrari’s
brand exclusivity, a high level of demand, the unique
customer experience and the current technological and
regulatory trends.
Operational risks (O) Risks which impact the internal
Moderate
Ferrari seeks to minimize operational risks on its business
processes, people, systems and/
or external resources of the
organization and affect Ferrari’s
ability to implement its business
plan.
plans by implementing a manufacturing system capable
of flexibly meeting expected targets, maintaining a quality
of products and services in line with Ferrari’s customers’
expectations, developing and retaining talents within
the organization, securing business continuity as well as
production line performances and ensuring the adequacy
of our business partners.
Financial risks (F)
Risks which include areas such
Low
Ferrari has a cautious approach with respect to financial
as valuation, currency, liquidity,
commodity and impairment
risks.
risks. Ferrari continuously seeks to improve and
strengthen its financial position in order to generate the
required cash to finance its operations and reward its
stakeholders.
Compliance risks (C) Risks of non-compliance
Zero tolerance
Ferrari does not tolerate infringements of, and abides
with laws, regulations, local
standards, code of conduct,
to, all applicable laws and regulations through the
implementation of preventive measures and the rigorous
internal policies and procedures.
enforcement of its internal Code of Conduct. This ensures
that ethics and integrity are respected and the promotion
of its values.
Reputational risks
Risks which affect Ferrari’s
Zero tolerance
Ferrari strives to protect and enhance its reputation by
(R)
brand image, credibility and/or
mitigating all the potential threats that could influence
integrity
the Ferrari’s reputation, credibility and the operational
integrity, while constantly increasing its brand awareness.
Health, Safety and
Risks which affect health and
Zero Tolerance
Ferrari does not tolerate risks that could have effect on
Environmental risk
safety and the environment
its employees or clients as well as on the surrounding
(H)
environment.
RISK TRENDS AND KEY RISKS
Ferrari assesses risks according to their potential impact, likelihood
and the entity’s preparedness, which, properly combined, determine an
overall risk exposure to prioritize risks and focus the efforts on the most
important ones. Ferrari expects that the risk responses which have been
implemented or that will be deployed when activated by ad-hoc triggers,
will mitigate the risks up to the level defined within the risk appetite.
Below we identify and discuss some of our key Company-specific risks.
The risks listed and the response plans are not exhaustive and may be
adjusted from time to time. The image below shows the listed risks divid-
ed by risk category.
The following paragraphs present a more detailed discussion of the
above risks and is organized by risk category. The main departments in-
volved for each risk are listed in alphabetical order.
268
BOARD REPORTFERRARI N.V. 2023 ANNUAL REPORT AND FORM 20-F S t r ategic Risks (S)
Competition
Technology,
product and
regulation
Execution of
Lifestyle strategy
for retail
Brand image
al Risks (R)
n
tatio
u
p
e
R
Production disruption
and transformation costs
Social and
Geopolitical
instability
SF Success
Human Capital
management and
Organization
O
p
e
r
a
Supply
Chain
Resilience
t
i
o
n
a
l
R
i
s
k
Cybersecurity
including
third parties
vulnerabilities
s
(
O
)
a
n
d
E
n
H
v
e
i
r
a
o
l
t
n
h
e
,
S
m
a
n
f
t
e
a
l
t
y
R
,
i
s
k
s
(
H
)
Climate Change
B
o
t
h
I
n
t
e
r
n
a
l
a
n
d
E
x
t
e
r
n
a
l
Internal
External
Non-compliance
laws, regulations, local
standards
Internal
control over
financial
reporting
C o m
s (C)
e Ris
k
c
n
plia
Exchange rate
and commodity
prices
Financial Risks ( F )
BRAND IMAGE (S/R)
The preservation and enhancement of the value of
the Ferrari brand is crucial in driving revenue and
demand for our cars. The perception and recogni-
tion of the Ferrari brand are of strategic importance
and depend on many factors such as design, tech-
nology, performance, quality and image of our cars,
as well as the appeal of our dealerships and stores,
the success of our client activities, and our general
profile, including our brand’s image of exclusivity.
The entire Company is oriented and works to-
wards preserving the image of Ferrari in all differ-
ent company processes such as in the selection
and management of business partners (e.g. selec-
tion of licensing-franchising partners, preventive
controls on suppliers, enhancement of the client
community, Ferrari Academy training center for
dealers, etc.), in the social media management (e.g.
close monitoring of social media and Ferrari per-
ception, adoption of a Ferrari Social Media Practice)
and in the preservation of brand value (e.g. with an
internal function dedicated to monitoring and max-
imizing the residual value of Ferrari cars, monitor-
ing of pre-owned market and estimating evolution
of residual values, etc.).
Key aspects
Main departments involved
Preserving brand value
All Ferrari Departments
Car Residual Value
Success of the Formula 1 team
Selection and management of business partners
Social Media management
269
FERRARI N.V. 2023 ANNUAL REPORT AND FORM 20-FBOARD REPORT
COMPETITION (S)
We face competition in all product categories and
markets in which we operate. We compete with oth-
er international luxury performance car manufac-
turers owning and operating well-known brands of
high-quality cars. Some of them are part of larger
automotive groups and may have greater financial
resources and bargaining power with suppliers
than us, particularly in light of our policy to maintain
low volumes in order to preserve and enhance the
exclusivity of our cars.
We believe that we compete with other interna-
tional luxury performance car manufacturers pri-
marily thanks to our brand image, the performance
and design of our cars, our reputation for quality
and the driving experience we offer our customers.
In addition, relations with clients are key to Ferra-
ri, and we organize many initiatives to preserve and
enhance them - among others: personalization ser-
vices (Atelier and Tailor Made), Maranello Experience,
selected participation for new model launches, Fer-
rari clubs, dealers and client programs enhancing
the clients community (e,g. Esperienza Fiorano, Cav-
alcades, Tribute, Legacy tour, Finali Mondiali, etc) and
a constant monitoring of customer satisfaction to en-
sure a strong trend and performance over the years.
Several global luxury automotive manufactur-
ers have increased competitive pressure for luxu-
ry cars, particularly in EMEA and the United States.
Considering the maturity of these markets, we an-
ticipate that existing market participants will try
to aggressively protect or increase their market
share. Increased competition may result in pricing
pressure, reduction of marginality and our inabili-
ty to meet our shipment targets, which could have
a material adverse effect on our results of opera-
tions and financial condition. Ferrari implemented
different response plans related to these aspects:
an internal department dedicated to the monitoring
of the customer base renewal, indirect support of
residual values through financial services products
for pre-owned cars, definition and monitoring of
waiting list targets.
An additional element to be considered con-
cerns the fact that our competitors could steal, in-
fringe or copy our intellectual property. To protect
our image, products, innovations and brand from
competitors we have created dedicated teams
that manage trademarks, logos and patents, and
different actions are in place to limit the leakage of
sensitive technical data and information, including
non-disclosure agreements signed by all suppliers/
consultants, procedures and internal controls re-
lated to internal sensitive information management,
clean desk policy, tools to qualify the sensitive level
of each information, and an awareness campaign on
data/information/hardware management.
Key aspects
Main departments involved
Customer base renewal
Digital and Data
Order book and residual value management
Margin pressure
Shipments
Intellectual property protection
Finance
Legal
Marketing and Commercial
Manufacturing
TECHNOLOGY, PRODUCT AND REGULATION (S)
lead-
Performance cars are characterized by
ing-edge technology that is constantly evolving. In
particular, advances in racing technology often lead
technology improvements in road cars. We invest
heavily in research and development to maintain our
leading position in high performance car technol-
ogy and our competitive position. As technologies
change, we upgraded and adapted our cars intro-
ducing new models, to keep providing cars with the
latest and best-in-class technology.
External factors such as the shortages of raw
materials and components, faster obsolescence of
components and the evolution or introduction of
new regulations (for example, safety, noise, environ-
mental and sustainability) required us to increase our
focus on defining new strategies for products and
components to preserve the individual initiatives’
profitability and our ability to develop new attractive
products and to meet our customers’ preferences.
The design of our electric cars and, more gener-
ally, of future models, could be differentiated from
past and successful designs in appearance and
functionality. A failure in the challenge to make ap-
pealing Ferrari new models, in renewing style over
time, in differentiating ICE from hybrid/electric cars
and in differentiating new models from older mod-
els could impact our ability to meet the tastes of cli-
ents and prospects. We are closely monitoring luxu-
ry car market, technological evolution, social trends
(for example connectivity expectations) and change
in our customer experiences to offer the most ap-
pealing future models possible.
The transformation of our car technology creates
risks and uncertainties such as the impact on driver
270
BOARD REPORTFERRARI N.V. 2023 ANNUAL REPORT AND FORM 20-F experience and on the cars’ residual value over time,
both of which may be met with an unfavorable mar-
ket reaction. Furthermore, other luxury sports cars
manufacturers may be more successful in imple-
menting technology evolution. To mitigate such risks,
we already have and will continue to increase R&D
spending in the medium term, particularly on hybrid
and electric technology-related projects.
Another challenge that Ferrari is facing is keeping
up with the evolution of software, also due to its impact
on performance and client expectations. Advance-
ments in this area require significant investments and
integration of components across vehicles. Ferrari is
focused on researching excellence in both its exist-
ing and new software technologies. The Company
is constantly working to integrate and increase soft-
ware competences, and we have a dedicated internal
department committed towards software develop-
ment/integration. Our Quality Department is also in-
volved in the definition and monitoring of processes
aimed at ensuring respect of standards.
The technology, product and regulation evolu-
tion are impacting also after-sales activities, now
characterized by a greater degree of complexity if
compared with the past. Among other initiatives, Fer-
rari invested to mitigate these risks through training
activities for dealers/workshops, providing new
technical tools and through the definition of a Glob-
al RRR (Retain-Recruit-Reward). The aforementioned
project is dedicated to dealerships with the aim to in-
crease the efficiency and effectiveness of our deal-
ership network and to maintain a strong customer
satisfaction and enhance the Ferrari’s community.
Key aspects
Main departments involved
Increase of complexity of products and components
Design
Misalignment between product features & customer
Marketing and Commercial
preferences
Shortening of components and technologies life cycle
New dominant design/technologies
Increase of complexity in after sales activity
Software Development and Integration
Product Development
Purchasing & Quality
Research & Development
Technologies & Infrastructures
EXECUTION OF LIFESTYLE STRATEGY
FOR RETAIL (S)
Our lifestyle strategy for retail presents a high de-
gree of complexity. It aims to establish Ferrari as a
unique brand with a dual identity: exclusive in rela-
tion to the luxury pricing and aspirational character
of our cars, but also inclusive in relation to our com-
munity. If we are unable to manage this duality, our
brand’s image may be weakened, or we may be un-
able to take fully advantage of our brand’s potential.
The focus on carefully selected luxury and life-
style categories outside of our car business and of
the sporting activities requires new and different key
competences. In recent years, we fostered the acqui-
sition of skilled employees and the transition of ex-
isting competences in line with the execution of our
lifestyle strategy for retail. One of the actions imple-
mented is the Ferrari Lifestyle & Fashion Academy,
a program based in Milan and Maranello for the best
Fashion & Luxury Management master’s graduates.
Furthermore, due to the strategic importance
of our business partners, our ability to recruit new
business partners, in the current global social and
geopolitical conditions, may impact and potentially
delay the implementation of our new lifestyle strat-
egy for retail. Dedicated resources are focused on
business development activities and definition of
procedures to identify, select and evaluate business
partners. Business partners are assessed and qual-
ified under different standards such as quality, fi-
nancial, sustainability and ethics. Moreover, sections
in new contracts are dedicated to aspects such as
Health & Safety, and social audit procedures are per-
formed to check compliance with the minimum re-
quired reputational and ethical standards.
Key aspects
Main departments involved
Deployment of lifestyle strategy for retail
Finance
Selection of new potential business partners
Human Resources
Relationship with business partners
Communication
Lifestyle
271
FERRARI N.V. 2023 ANNUAL REPORT AND FORM 20-FBOARD REPORT SOCIAL AND GEOPOLITICAL INSTABILITY (O)
Operating and having business partners in certain
markets may expose us to risks related to the so-
cial and geopolitical conditions. Our activities could
be affected by social restrictions such as those in
response to new potential pandemics, imposing
measures that may impact our sales, after-sales,
manufacturing and procurement processes. Con-
sequently, it could be difficult for Ferrari to ship cars
to dealers, for dealers to sell cars and for clients to
collect cars. Restrictions could also impact our sup-
ply chain both by generating shortages of raw mate-
rials and components and by leading to production
delays and to an increase of costs. Moreover, our
activities could also be affected by rising military
tensions. As a consequence of these events, import
and/or export restrictions could be imposed, or
other international sanctions could be enacted. This
could lead to limits in sales and after-sales services
in specific markets and could potentially impact our
supply chain with effects on our supplier base.
Ferrari closely monitors social/geopolitical
events in the areas of interest with coordination
from both corporate functions and local hub organi-
zations. We are prepared to adjust sales operations
and consequently production processes in case
sales to specific countries are restricted.
To ensure the resilience of our supply chain, Fer-
rari is scouting the availability of alternative suppli-
ers that can be activated in case activities of a busi-
ness partners are restricted, or the cost of supply
excessively increases as a consequence of social
and geopolitical events.
Key aspects
Main departments involved
Social and Geopolitical Instability
Finance
Sales and After-Sales Activity
Marketing and Commercial
Supply Chain management
Purchasing & Quality
Research & Development
Furthermore, insurance coverages have been struc-
tured to avoid financial impacts from natural events.
We face risks related to supply chain disruption
and shortages of raw materials, parts, components
and systems used in our cars. Key mitigations are in
place such as: safety stock for critical components
and an internal task force in charge of monitoring,
identifying and addressing possible raw materials,
parts and components shortages.
Transformation costs are directly impacted by
general market conditions and fluctuation of prices
for raw materials, commodities, parts and compo-
nents. Ferrari works to prevent an increase in oper-
ating costs and reduction of profitability for exam-
ple by putting in place hedging activities.
PRODUCTION DISRUPTION AND
TRANSFORMATION COSTS (O)
All cars and engines are internally manufactured at
our production facility in Maranello, Italy, where we
also have our corporate headquarters and Formu-
la 1 activities. We manufacture all of our car chassis
in a nearby facility in Modena, Italy. Our Maranello or
Modena plants could become unavailable either per-
manently or temporarily for a number of reasons,
including contamination, power shortage,
labor
strikes or other events related to information tech-
nology business continuity. In addition, Maranello
and Modena are located in the Emilia-Romagna re-
gion of Italy, which has the potential for seismic ac-
tivity. If major disasters such as earthquakes, fires,
floods, hurricanes, wars, terrorist attacks, pandem-
ics or other events occur, our headquarters, as well
as our Formula 1 activities and production facilities,
may be seriously damaged, or we may have to stop
or delay the production and shipment of our cars.
In the last 15 years, Ferrari increased investments
to reduce the extent of possible damages from
earthquakes and fires and has been implementing
different activities to mitigate climate change risks.
For example, to mitigate floods risk, the Company
has implemented alert systems to monitor possi-
ble floods near corporate facilities as well as floods
management tools like flow diverters and pumps.
Other actions in place further mitigate risks con-
nected to disruptive events. For example to avoid im-
pacts on the information technology business conti-
nuity Ferrari implemented disaster recovery plans.
272
BOARD REPORTFERRARI N.V. 2023 ANNUAL REPORT AND FORM 20-F Key aspects
Main departments involved
Dependence on two manufacturing facilities located in close
Finance
proximity
Production and operations suspension
Supply chain management
Shortage of critical production inputs (e.g., raw materials)
Prices for raw materials, commodities, parts and components
Digital and Data
Manufacturing
Purchasing and Quality
Research and Development
Technologies and Infrastructures
SUPPLY CHAIN RESILIENCE (O)
Our business depends on a significant number of
suppliers that provide raw materials, parts and sys-
tems we require to manufacture cars and parts to
run our business. We source materials from a lim-
ited number of suppliers. In addition, similar to oth-
er small volume car manufacturers, most of the key
components we use in our cars are purchased from
single source suppliers.
We work with strategic partners in various areas
of our business, and since our strategic partners’ ap-
proach might differ from our own standards, Ferra-
ri is exposed to performance, operational, financial
and reputational risks regarding its suppliers. The
general macroeconomic conditions could contrib-
ute to the financial distress for our suppliers leading
to reduction or termination of their operations. Sup-
pliers’ default could have a negative effect on Ferra-
ri’s business activities resulting in additional costs,
liabilities and leading to not having access to com-
ponents/products supplied by the business partner.
Furthermore, potential unethical or improper busi-
ness practices by suppliers could have a negative
effect on the Company’s reputation.
Ferrari, through a dedicated department and
with the collaboration of functional experts, assess-
es its suppliers prior to assignation under different
criteria; among others: logistic, quality, financial
robustness, ethics, cyber security resilience and
technical standards. Moreover, the Company has a
dedicated supplier development function with the
mandate to monitor suppliers’ conditions through
the usage of KPIs and to encourage a continuous im-
provement of their activities.
Macroeconomic conditions led to an increase
in commodities’ prices during the last years. The
increase of these prices generated higher costs
for suppliers, that were immediately reflected in
requests for prices adjustments from our suppli-
ers. Ferrari worked on two aspects: on one side,
structuring a process to define and enact proper
purchasing strategies (e.g. identifying alternative
suppliers for critical components) and on the other
side, performing analyses to assess the feasibility to
increase prices for some of our car models.
Furthermore, the increase of components and
products’ complexity and the increase of car vol-
umes produced could result in further pressure
on suppliers’ activities. If suppliers are unable to
strengthen their operation or are unable to work
on multiple projects, this could lead to critical is-
sues and lack of respect of requirements. The
Company monitors suppliers’ activities and sup-
ports its suppliers to ensure the respect of the
highest standards in terms of technology, quality
and timing in order to minimize the potential risk
of reworks, delay in car deliveries and recall/ser-
vices campaigns.
We are strongly connected and impacted by our
supply chain’s attention to climate change and other
ESG aspects. Please refer to paragraph dedicated
to “Climate Change” risk trend for further details on
Ferrari’s view on this aspect.
Key aspects
Main departments involved
Single source suppliers for raw materials, parts and
Finance
components
Purchasing & Quality
Critical issues from suppliers and lack of respect of
requirements
Difficulties in accessing and building long-term relationships
with critical suppliers
Increase in cost of supply
273
FERRARI N.V. 2023 ANNUAL REPORT AND FORM 20-FBOARD REPORT 274
BOARD REPORTFERRARI N.V. 2023 ANNUAL REPORT AND FORM 20-F HUMAN CAPITAL MANAGEMENT AND
INTERNAL ORGANIZATION (O)
Our success and our innovation capacity depend on
the ability of our senior executives and other mem-
bers of management to effectively manage individu-
al areas of our business and our business as a whole.
The prestige, identity, and appeal of the Ferrari
brand depend on the continued success of the Scu-
deria Ferrari racing team in the Formula 1 World
Championship, which depends on our ability to at-
tract and retain top drivers, racing management
and engineering talent.
The fast technology evolution that automotive
industry is experiencing requires us to always re-
inforce and update our competences in new and
emerging skill areas and guarantee a continuous
alignment with market and technology trends. Fer-
rari maps current, and analyzes future, pivotal com-
petences and whenever a gap is identified, the tran-
sition to new capabilities is pursued either through
internal capabilities development or through com-
petences acquisition on the external market.
Ferrari works to attract, retain and incentivize
senior executives, drivers, team managers and key
employees to develop new car models and inno-
vative technology and to succeed in international
competitions. Some of the activities deployed are:
improving talent development program for key re-
sources, preparing current successful employees
for future key positions, talent reviews, succession
plans, retention plans, “Scuola dei mestieri” initiative,
Ferrari Corporate Executive MBA, Ferrari Global
Corporate MBA, people survey to measure employ-
ees’ engagement rate and other training and devel-
opment initiatives.
Our current growth strategy, both in terms of
volumes and international presence, in addition to
new laws, regulations, and policies of governmen-
tal organizations around the world, have increased
the scope and complexity of our current operations
as well as the need to deploy new corporate pro-
cesses and to update our internal organization to
address such increased scope and complexity. To
avoid criticalities in internal processes or issues in
the organizational integration that could affect the
achievement of our strategic objectives, Ferrari is
fostering collaborations between corporate divi-
sions and implementing an efficient and agile deci-
sion-making process.
Key aspects
Main departments involved
Requirement for skilled employees
All Departments
Requirement to attract and retain the best talents
Transition of key competences
Internal Organization
SCUDERIA FERRARI SUCCESS (O)
Revenues from our Formula 1 activities depend pri-
marily on the income from our sponsorship agree-
ments and on our share of Formula 1 revenues from
broadcasting and other sources.
A dedicated function is in charge to perform
business development activities, negotiate new
sponsorship contracts, renew existing ones and de-
fine new services and partners experience as well
as different activities to provide to our sponsors.
Moreover, branding guidelines have been defined
through specific procedures on topics such as se-
lection of brand partners, selection of sponsors and
management of Ferrari branded items.
Our ability to renew our existing sponsorship
agreements and to have other more competitive
sponsorship agreements also depends on our per-
formance in Formula 1 activities and on our ability
to win Formula 1 championships, both drivers and
constructors. To compete effectively on track we
have been investing significant resources in re-
search and development and in compensating com-
petitively the best available drivers and other racing
team members.
Periodic changes in Formula 1 frameworks and
(technical-sporting-financial) require
regulations
modifications to our engines, chassis, cars and more
generally processes. Ferrari structured an activity
of continuous monitoring for changes in the For-
mula 1 regulations which is aimed at identifying as
soon as possible new activities to be put in place to
comply with frameworks and regulations (including
through the involvement of our business partners).
Key aspects
Main departments involved
Formula 1 sponsorship revenues
Finance
Formula 1 financial regulation
SF Business Partners
Racing Revenue
Scuderia Ferrari
275
FERRARI N.V. 2023 ANNUAL REPORT AND FORM 20-FBOARD REPORT CYBERSECURITY INCLUDING THIRD PARTIES
VULNERABILITIES (O)
Our information technology systems architecture
and industrial machinery are exposed to exter-
nal cyber-attacks. The number and sophistication
of attacks have dramatically increased in recent
years. Furthermore, external cyber organizations
are currently better structured and organized than
in the past and can more effectively perform cy-
ber-attacks. To manage this risk, Ferrari is working
on different lines of action, among which: protect
our information technology systems architecture
and industrial machinery, design a well-function-
ing security architecture for our cars, increase
employees’ awareness on phishing activities and
prevention of external cyber-attacks, continuous
monitoring of potential external cyber-attacks and
remediation plans, assessment of internal vulnera-
bility levels through vulnerability assessments and
implementation of further technical actions where
necessary. All of these activities are also aimed at
avoiding the stealing and dissemination of both our
internal sensitive data, customers’ data stored in the
cars and the potential ransomware practices.
We have developed dedicated activities and
teams for the minimization of cybersecurity risks
for road users in terms of safety, operational condi-
tions of cars, financial impact and privacy damage. If
in the coming years, we will increase the connectivi-
ty features of our cars, the cyber security risk of our
cars could increase, with the chance that an exter-
nal attack may occur.
In addition, our third parties could be subject to
external cyber-attacks. In case the third party is con-
nected to our systems, the cyber attackers could
also penetrate our information technology systems.
Ferrari assesses and monitors the cybersecurity
maturity level of third parties (suppliers and deal-
ers) and promotes good practices internally and to-
wards business partners.
Moreover, we have to consider that, UN-ECE
regulations have been introduced and we will be re-
quired to maintain over time and periodically renew
the Cyber Security Management System (“CSMS”) to
register and sell our cars and to demonstrate that
we are able and aware to deal with potential cyber
risk, both at car level and enterprise level. Ferrari, in
addition to specific departments dedicated to these
processes, has appointed a CSMS Committee to co-
ordinate activities related to CSMS and cybersecuri-
ty, both at corporate level and car level.
For additional information relating to cybersecu-
rity see “Corporate Governance—Cybersecurity”.
Key aspects
Main departments involved
Increased sophistication of cyber attacks
Digital & Data
Third parties cybersecurity
Finance
Remote working impact on information technology security
Marketing & Commercial
Cars connectivity
CSMS certification
Product Development
Purchasing & Quality
Research & Development
CLIMATE CHANGE (H/S)
As relevant factors for long-term value creation, Fer-
rari considers pivotal to manage risks related to cli-
mate change. The fight against climate change and
the preservation of the environment are becoming
crucial around the world and these concerns have
resulted in rapidly evolving climate and environmen-
tal regulations emitted across international markets.
By 2030, Ferrari aims to address direct and indirect
GHG emissions, focusing on energy and materials,
in addition to its electrification journey. Any difficulty
or delay in implementing actions to become carbon
neutral by 2030, could negatively affect our reve-
nues, profits, image and our capacity to work with
new and existing third parties that ask more atten-
tion on climate change matters.
Ferrari is working to increase the environmental
awareness to continuously set and implement new
programs and actions. We are conscious that these
goals require an effort both from us and from our
third parties and the Company is working on adapt-
internal processes, developing components,
ing
studying materials and sharing this perspective
with our partners.
Ferrari has been performing a complete map-
ping of direct and indirect emissions, including an
estimation of indirect emissions by suppliers/mate-
rials and the monitoring of fleet emissions over time.
In addition, to build an effective resilience climate
change strategy, we have performed a climate sce-
nario analysis of our climate change risks, both phys-
ical and transitional, covering the 2030-2050 period.
Carbon footprint matters are considered also
during product development and R&D activities,
as specific attention to this is dedicated during the
identification of new co-designers and partners and
new products and innovations.
276
BOARD REPORTFERRARI N.V. 2023 ANNUAL REPORT AND FORM 20-F Due to our reliance on a highly complex supply chain,
characterized by a high number of suppliers and by
a worldwide presence, we are working to support
our supply chains in improving and adopting both
environmental standards and other sustainability
standards and regulations (such as those related to
health, safety, human rights, governance best prac-
tices, diversity and inclusion, misconducts, etc.).
Support to the supply chain is performed by: engag-
ing and assessing a considerable part of our suppli-
ers through a questionnaire that covers sustainabili-
ty standards (ethics, human rights, health and safety
and environment) and for suppliers with identified
room for improvement, activating action plans such
as: sharing best practice governance, encouraging
the adoption of sustainable practices, sharing our
knowledge and support in committing to improve
their sustainability level. With specific reference
to carbon footprint, Ferrari is working on mapping
suppliers carbon footprint and is raising awareness
to improve bottom-up information sharing among
the supply chain business partners.
Climate Change is also strongly connected to
environmental laws’ changes and tightening. Please
refer to paragraph dedicated to “Technological and
regulatory uncertainty” risk for further details on
Ferrari’s view on this aspect.
Key aspects
Climate Change
Main departments involved
Finance
Manufacturing
Product Development
Purchasing & Quality
Research & Development
Technologies and Infrastructures
view, report and adapt our policies and procedures
to relevant changes in rules and regulations. More-
over, specific project teams are activated in case
of new laws or regulation requirements to comply
with the new requirements thanks to organizational
and processes changes as well as to start specific
training activities aimed at creating awareness at all
company levels.
NON-COMPLIANCE WITH LAWS,
REGULATIONS, LOCAL STANDARDS
(INCLUDING TAX) AND CODES (C)
We are subject to comprehensive and constantly
evolving laws, regulations and policies throughout
the world. We expect that legal and regulatory re-
quirements affecting our business and our costs
of compliance will continue to increase significant-
ly in scope and complexity in the future. In Europe,
United States and China, for example, significant
governmental regulation is driven by environmen-
tal, fuel economy, vehicle safety and noise emission
concerns, and regulatory enforcement has become
more active in recent years. Evolving regulatory re-
quirements could significantly affect our product de-
velopment plans and may limit the number and types
of cars we sell and where we sell them, which may
adversely affect our revenue and operating results.
Ferrari has specific compliance controls, pol-
icies, and procedures in place in order to comply
with applicable laws and regulations and to protect
itself from acts committed by employees, agents,
contractors or associates that would violate the
laws or regulations of the jurisdictions in which Fer-
rari operates, including employment, foreign cor-
rupt practices, environmental, competition, privacy
and other laws and regulations.
In parallel, we work to increase our employees
knowledge and awareness of the laws, regulations,
standards and codes that apply to Ferrari and we
have specific departments dedicated to monitor, re-
277
FERRARI N.V. 2023 ANNUAL REPORT AND FORM 20-FBOARD REPORT Key aspects
Main departments involved
Technical regulatory requirements regarding Ferrari cars
All Ferrari Departments
HSE (Health, Safety and Environment)
Tax
Human Resources
Legal
Anti-Bribery & Corruption
Code of Conduct
Personal Data Management
EXCHANGE RATE FLUCTUATIONS, INTEREST
RATE CHANGES, COMMODITY PRICES, CREDIT
RISK AND OTHER MARKET RISKS (F)
Ferrari operates in numerous markets worldwide
and is exposed to market risks stemming from fluc-
tuations in currency and to a lesser extent interest
rates and commodity prices.
The Group has in place various financial risk
management policies, which primarily relate to for-
eign exchange rates and commodity prices, interest
rates and liquidity risks. The analysis of the exposure
to financial risks and the definition of the related
hedging strategies are reviewed on a periodic basis.
The Group’s risk management policies allow deriva-
tives to be used to mitigate the impact of such risks
(primarily forward currency contracts, currency
options and commodity swaps); such derivatives
are executed for hedging purposes. Counterparties
to these agreements are major financial institutions.
The exposure to foreign exchange rate risks is
mainly linked to our cash flow from revenues de-
nominated in currencies different from the ones
connected to purchases or production activities.
We incur a large portion of our capital and operat-
ing expenses in Euro while we receive the majority
of our revenues in currencies other than Euro.
Several subsidiaries are located in countries
that are outside the Eurozone exposing Ferrari to
translational exchange risk, in particular the United
States, China, Japan and Australia. The Group moni-
tors its principal exposure to translational exchange
risk, although there was no specific hedging in this
respect at the reporting date because the relative
exposure is not material.
In addition, an increase of certain commodity
prices can have a negative impact on Ferrari’s results.
The Group’s exposure to interest rate risk aris-
es from the need to fund certain activities and the
necessity to deploy surplus funds. Changes in mar-
ket interest rates may have the effect of either in-
creasing or decreasing the Group’s net profit/(loss),
thereby indirectly affecting the costs and returns of
financing and investing transactions.
Ferrari generally has a positive cash flow that
almost offsets the exposure to liquidity risk. The
278
Group uses various forms of financing to cover the
funding requirements of its industrial activity and
for financing offered to customers and dealers.
The terms of these financings, which include bank
facilities (committed and uncommitted), access to
capital markets and private placements, are intend-
ed to ensure an adequate level of available liquidity
with a limited exposure to interest rate fluctuation.
Ferrari enters into interest rate caps as requested
by certain of its asset-backed financing agreements
for its financial services activities. Considering the
current capital structure of the Group, Ferrari has
not entered into any interest rate derivatives other
than the interest rate caps mentioned, however, the
exposure is regularly monitored.
Ferrari’s most important financial asset is cash.
It is held on bank and deposit accounts with primary
financial institutions and high-quality liquid instru-
ments. It is the Ferrari Group’s policy to continuously
monitor counterparty risk and limit concentration
of bank and deposit accounts to a maximum of 25%
of the total with a single financial counterpart. With
specific reference to Money Market Funds, instead,
the invested amounts in any specific fund must not
exceed 10% of the par value of such. Ferrari owns a
financial services portfolio secured on the titles of
cars or other guarantees, spread over more than
4,800 clients that are mainly in the U.S. Impairment
risk mainly relates to the financial services portfolio
which is evaluated on an individual basis for mate-
rial or overdue credit positions. The amount of any
write-down is based on an estimate of the recover-
able cash flows, their timing, recovery costs and the
fair value of any guarantees received.
Further qualitative and quantitative information
on these risks as well as response plans are includ-
ed in Note 30 “Qualitative and Quantitative Informa-
tion on Financial Risks” to the Consolidated Financial
Statements included elsewhere in this document for
additional information related to our financial risks
and policies for managing those risks.
BOARD REPORTFERRARI N.V. 2023 ANNUAL REPORT AND FORM 20-F Key aspects:
Main departments involved:
Exposure to foreign exchange movements from non-Euro
Finance
related sales
Exposure to interest rate movements on financial assets and
liabilities
Exposure to commodity price increase
Credit risk of default or insolvency
INTERNAL CONTROL OVER FINANCIAL
REPORTING (C)
Starting from October 2015, Ferrari N.V. is listed on
the New York Stock Exchange (NYSE), while from
January 2016 Ferrari N.V. is also listed on the Eu-
ronext Milan (formerly Mercato Telematico Azionar-
io, or MTA).
Our shares’ listing on regulated markets in-
volves being compliant with the related securities
regulations and listing rules. In particular, publicly
traded companies filing financial statements with
the US Securities and Exchange Commission are
required to comply with the Sarbanes Oxley Act re-
quirements, in particular sections 302, 404 and 906
that involve a periodical management assessment
of internal controls and CEO and CFO Certifications
of Periodic Financial Reports and SEC Filings. In addi-
tion, our independent registered public accounting
firm is also required to report on the effectiveness
of the internal control over financial reporting.
Under the COSO
Within the abovementioned context,
Internal Control-Integrated
Framework, according to which the internal control
system is defined as a set of rules, procedures and
tools designed to provide reasonable assurance of
the achievement of corporate objectives, Ferrari has
developed an Internal Control System over the Finan-
cial Reporting in order to assure completeness, ac-
curacy and reliability of the group financial reporting.
identifi-
cation and evaluation of the risk of misstatements
which could have material effects on financial re-
porting is carried out through a risk assessment
process that uses a top-down approach to identify
the organizational entities, processes and the re-
lated accounts, in addition to specific activities that
could potentially generate significant errors. Under
the methodology adopted by the Company, risks and
related controls are associated with the accounting
and business processes upon which accounting in-
formation is based.
Significant risks identified through the assess-
ment process require definition and evaluation of
key controls that address those risks, thereby mit-
igating the possibility that financial reporting will
contain any material misstatements.
In accordance with international best practices,
the Group has two principal types of control in place:
• controls that operate at Group or subsidiary lev-
el, such as delegation of authorities and respon-
279
sibilities, separation of duties, and assignment
of access rights to information technology sys-
tems; and
• controls that operate at process level, such
as authorizations, reconciliations, verification
of consistencies, etc. This category includes
controls for operating processes, controls for
financial closing processes and controls car-
ried out by specific service providers. These
controls can be preventive (i.e., designed to
prevent errors or fraud that could result in
misstatements in financial reporting) or de-
tective (i.e., designed to reveal errors or fraud
that have already occurred). These controls
may also be classified as manual or automatic,
such as application-based controls relating to
the technical characteristics and configuration
of information technology systems supporting
business activities.
An assessment of the design and operating ef-
fectiveness of key controls is carried out through
tests performed periodically during the year, both
at Group and subsidiary level, using sampling tech-
niques recognized as best practices internationally.
The assessment of the controls may require the
definition of compensating controls and plans for
remediation and improvement. The results of moni-
toring are subject to periodic review by the manager
responsible for the Company’s financial reporting
and communicated by him to senior management
and to the Audit Committee.
REMUNERATION OF DIRECTORS
INTRODUCTION
The description below summarizes the guidelines
and the principles followed by Ferrari in order to
define and implement the remuneration policy ap-
plicable to the executive Directors and non-execu-
tive Directors of the Company, as well as members
of the Ferrari Leadership Team (FLT). In addition, this
section provides the remuneration paid to these in-
dividuals for the year ended December 31, 2023. The
form and amount of compensation received by the
Directors of Ferrari for the year ended December
31, 2023 was determined in accordance with the re-
muneration policy.
FERRARI N.V. 2023 ANNUAL REPORT AND FORM 20-FBOARD REPORT The Compensation Committee oversees the remu-
neration policy, remuneration plans and practices
of Ferrari and recommends changes when appro-
priate. The Committee is solely comprised of non-ex-
ecutive Directors from the Board of Directors who
are independent pursuant to the Dutch Corporate
Governance Code (the “Code”). Through this docu-
ment, Ferrari aims to provide its stakeholders with
a high level of transparency and disclosure in order
to strengthen the trust they and the market place in
Ferrari, as well as provide them with the information
they need to assess the Company’s remuneration
principles and exercise shareholders’ rights in an
informed manner. The Company may from time to
time amend the remuneration policy, subject to our
shareholders’ approval when necessary. This Com-
pensation Report consists of two sections:
1 Remuneration strategy: our current remunera-
tion policy (which is available on our corporate
website) governs compensation for both exec-
utive and non-executive Directors. In 2020, Fer-
rari confirmed these remuneration features
through the positive vote expressed by share-
holders in the Annual General Meeting held on
April 16, 2020 (the “2020 AGM”). Our current re-
muneration strategy further strengthens the
alignment with shareholders’ interests and long-
term sustainability of our business, adopting
certain updates to reflect developing best prac-
tices in the Dutch Corporate Governance Code.
Implementation of remuneration strategy: de-
tails how remuneration features have been im-
plemented during the 2023 financial year and
actual remuneration received by each executive
and non-executive Director. In 2023, there was
no deviation from the remuneration policy.
2
(1)
REMUNERATION STRATEGY FOR THE 2023
FINANCIAL YEAR
Our remuneration policy is aligned with Dutch law
and the Code. In particular, the Code requires listed
companies to disclose certain information about the
compensation of their Board and executive Direc-
tors. Through this remuneration strategy, Ferrari
fulfills the requirements of the Code ensuring full
transparency with our shareholders.
REMUNERATION PRINCIPLES
The main goal of Ferrari’s remuneration strategy is
to develop a system which consistently supports the
business strategy and value creation for all sharehold-
ers, establishing a compensation structure that allows
us to attract and retain the most highly qualified exec-
utive talents and motivate such executives to achieve
business and financial goals that create long-term val-
ue for shareholders in a manner consistent with our
core business and leadership values and taking into
account the social context around the Company.
280
In defining the remuneration strategy, the Compen-
sation Committee has taken into account certain
principles which characterize Ferrari’s remunera-
tion policy, such as:
1
2
3
the identity, mission and values of the Company,
to attract, retain and reward skilled women and
men who constitute the soul of the Company.
Their passion, courage, creativity, ambition and
pride constitute the essence of Ferrari and fuel
its legend to ever greater heights. Being Ferra-
ri means being part of a unique future-focused
team in which people are the most valuable re-
source. Together with all our employees we have
crafted the vision, mission and values that are
the very essence of being part of Ferrari and
which guide our employees as we tackle our
day-to-day challenges;
the provision of statutory requirements, with
specific focus on the Shareholder Rights Direc-
tive (Directive (EU) 2017/828) and the implemen-
tation thereof into Dutch law;
international competitive remuneration market
trends, based on the idea that it is becoming in-
creasingly challenging to attract and retain em-
ployees in today’s competitive labor market. For
our executive Directors and members of the FLT,
fixed remuneration, short-term incentive oppor-
tunities and long-term incentive opportunities
are calculated based on the position and respon-
sibilities assigned to each, taking into account
average remuneration levels on the market for
positions with similar levels of responsibility
and managerial complexity in large internation-
al companies, in order to maintain high levels of
competitiveness and engagement;
5
4 corporate governance and executive remuner-
ation best practices as expressed by institutional
investor guidelines, developing a remuneration
policy compliant with the Code and the interest
of Ferrari’s shareholders. We analyze any gaps
in each of our remuneration components in or-
der to provide a high level of alignment with the
main guidelines of our stakeholders;
the societal context around and social support
in respect of the Company, developing a specific
focus on trends in sustainability among our em-
ployees. We are committed to provide a healthy
and safe workplace for all employees and stake-
holders by implementing a high level of safety
standards to avoid potential risks to people, as-
sets or the environment, in order to guarantee
an optimal working environment for all employ-
ees and attract the best talents. Our results in
this field reflect, once again, our strategic com-
mitment to protecting the environment and en-
suring personal safety;
the views of the Board of Directors, members of
the FLT, other senior leaders and all employees, in
order to make the health and safety of the Com-
pany’s employees essential to the successful
conduct and future growth of the Company. In
6
BOARD REPORTFERRARI N.V. 2023 ANNUAL REPORT AND FORM 20-F 7
this respect and in line with the Code, the internal
pay ratio is an important input for determining
the remuneration for the Board of Directors; and
the centrality for Ferrari of value creation and
the interest of our shareholders, the importance
of which is recognized through the use of Total
Shareholder Return (TSR) as a performance met-
ric in the Company’s long-term incentive plans.
The Compensation Committee considers that the
use of relative TSR remains one of the most ap-
propriate measures of long-term performance
for Ferrari. The structure of our PSU awards
demonstrates the centrality of this factor and
helps to promote a strong correlation between
pay and performance for our executives.
The main principles of Ferrari’s remuneration policy
are outlined in the chart below:
MAIN PRINCIPLES OF FERRARI’S REMUNERATION POLICY
Alignment with Ferrari
Industrial’s Strategy
Compensation is strongly linked to the achievement of target aligned witht the Company’s
publically disclosed objectives.
Pay For Performance
Compensation must reinforce our performance driven culture and meritocracy. Our incentive
plans are based on peer and market benchmarked performaced metrics.
Competitiveness
Programs are designed to recruit, motivate and reward Executive Directors and members of
the FLT delivering operational and strategic performance over time. Compensation program
provisions and financial objectives are evaluated on an annual basis and modified in accordance
with industry and business conditions.
Long-Term Shareholder
Target triggering any variable compensation payment aligned to interests of shareholders. Our
Value Creation
compensation structure places an appropriate amount of compensation at risk based on
long-term results.
Compliance
Ferrari compensation policies and plans are designed to comply with applicable laws and
corporate governance requirements.
OVERVIEW OF REMUNERATION ELEMENTS
As anticipated above, Ferrari’s current remuner-
ation policy was approved by shareholders at the
2020 Annual General Meeting and will be resubmit-
ted to a vote by the Company’s General Meeting at
least every four years. The structure of the remuner-
ation applicable to our executive Directors, non-ex-
ecutive Directors and other key management under
Ferrari’s remuneration policy has not changed in
2023 and consists of the following elements:
(i) Fixed Remuneration linked to the third pillar of
Ferrari’s remuneration policy (Competitiveness)
with the objective of attracting, retaining and
motivating our qualified executives and effective
leaders. For this reason, we periodically bench-
mark comparable salaries paid to executives with
similar experience by comparable companies;
(ii) Short-Term Incentives (STI) linked to the first
and second pillars of Ferrari’s remuneration
policy (Alignment with Ferrari’s Strategy and
Pay for Performance) and tied to specific finan-
cial targets which are set at challenging lev-
els; short-term incentives are also linked to the
contribution of the individual member (Individ-
ual Performance Factor) in order to motivate
its beneficiaries to achieve challenging targets.
In particular, Ferrari’s 2023 achievements, suc-
cess and developments were driven by organi-
zation-wide alignment with the Company’s strat-
egy and values, through incentives that reward
the achievement of those goals;
(iii) Long-Term Incentives (LTI) linked to the first and
fourth pillars of Ferrari’s remuneration policy
(Alignment with Ferrari’s Strategy and Long-
Term Shareholder Value Creation) with the aim
to align the behavior of executives critical to the
business with shareholders’ interests, motivate
executives to achieve long-term strategic objec-
tives, and enhance retention of key resources;
(iv) Non-Monetary Benefits which are related to the
overall remuneration and linked to the third pillar
of Ferrari’s remuneration policy (Competitiveness).
Ferrari’s remuneration policy provides that a sub-
stantial portion of the compensation of our exec-
utive Directors and members of the FLT should be
“at-risk”, meaning that each will receive a certain
percentage of his or her total compensation only
to the extent Ferrari and the executive accomplish
short- and long-term goals established by the Com-
pensation Committee.
STAKEHOLDER ENGAGEMENT
The Compensation Committee regularly reviews
the Directors’ remuneration policy against the best
corporate governance practices adopted by insti-
tutional shareholders and the recommendations of
281
FERRARI N.V. 2023 ANNUAL REPORT AND FORM 20-FBOARD REPORT the main proxy advisors, considering also the view
of the stakeholders on the remuneration policy and
main features of the compensation report. In this re-
spect, the Annual General Meeting of shareholders
held on April 14, 2023 approved the remuneration
report for the year 2022 (the “Ferrari Remuneration
Report 2022”) and the voting results are reflected in
the following table:
Resolution
Votes For
% Votes Against
%
Votes Total
Abstain
2.c - Remuneration Report 2022
207,134,035
99.27366%
1,515,514
0.72634%
208,649,549
543,771
(discussion and advisory vote)
Considering the previous vote of the Annual General
Meeting of shareholders and to further understand
shareholders’ feedback to the Ferrari Remuneration
Report 2022, we engaged with our stakeholders prior
to drafting the remuneration report for the year 2023.
We believe that those conversations have been very
constructive and have led to improvements in our
remuneration report. This year, the compensation re-
port’s has been enhanced to increase transparency
and disclosure towards the market and stakeholders
through disclosure of target achieved for the FY 2023
Performance Period for our Short-Term Incentive.
Through this remuneration report we continue to
pursue our objective to provide our stakeholders
each year with clear and comprehensive disclosure
of the decisions relating to the remuneration of our
executive and non-executive Directors and mem-
bers of the FLT.
The remuneration report for the year 2023 is
subject to a consultative vote at the Annual General
Meeting of Shareholders scheduled for April 2024.
282
BOARD REPORTFERRARI N.V. 2023 ANNUAL REPORT AND FORM 20-F 283
FERRARI N.V. 2023 ANNUAL REPORT AND FORM 20-FBOARD REPORT REMUNERATION STRUCTURE FOR 2023 AND OUTLOOK 2024
The purpose and features of the different elements of our remuneration
structure for 2023 which will remain unchanged for 2024 are outlined in
the table below:
Component
Purpose
Terms and Conditions
2023 Implementation and Outlook
2024
Remuneration
• Attract, retain and motivate
Ferrari’s remuneration structure is
• Offer a highly competitive
Structure
highly qualified executives to
organized as follows:
achieve challenging results
compensation package
compared to the reference
• Competitively position our
• Fixed remuneration
market.
compensation package
• Short-term incentives
• Reference Market: Roles
compared to the compensation
• Long-term incentives
with the same managerial
of comparable companies,
• Non-monetary benefits
complexity and responsibilities
mainly represented by the
reference panel (“Reference
Panel”) and companies that
compete for similar talent
• Reinforce our performance
driven culture and meritocracy
Fixed Remuneration Reward skills, contribution and
• Executive Chairman: Fixed
experience required for the position
remuneration is set in relation
held
to the delegated powers
assigned over the term and
positions held in line with the
Reference Market based on
yearly benchmarking (see
“Benchmarking for Executive
within comparable companies,
comprised of those
represented by the Reference
Panel.
Executive Chairman:
€500,000 annually.
CEO:
€1,500,000 annually.
Non-Executive Directors:
$75,000 annually.
FLT Members:
The fixed remuneration is related
Directors Remuneration”
to the position held and the
Paragraph).
responsibilities attributed, as well
• CEO: Fixed remuneration is
as the experience and strategic
set in relation to the delegated
nature of the resource, in line with
powers assigned over the term
reference market offering for
and positions held in line with
roles of similar responsibility and
the Reference Market (see
complexity.
“Benchmarking for Executive
Directors Remuneration”
Paragraph).
• Non-executive Directors:
Remuneration of non-executive
Directors is fixed and not
dependent on the Company’s
financial results. It is approved
by the Company’s shareholders
and periodically reviewed by
the Compensation Committee.
• FLT Members: The fixed
remuneration is related to
the position held and the
responsibilities attributed,
as well as the experience
and strategic nature of
the resources, in line with
reference market offering for
roles of similar responsibility
and complexity.
284
BOARD REPORTFERRARI N.V. 2023 ANNUAL REPORT AND FORM 20-F
Component
Purpose
Terms and Conditions
2023 Implementation and Outlook
2024
Short-Term
Incentives
• Achieve the annual financial,
Short-term incentives targets:
operational and other targets
• Based on achievement of
Executive Chairman:
The compensation package includes
and additional business
annually predetermined
a short-term incentive plan with
priorities
performance objectives
a target pay-opportunity equal to
• Motivate and guide executives’
• Annual financial, operational
100% of base salary and maximum
activities over the short-term
and other identified objectives
pay-opportunity equal to 225% of
period
base salary.
CEO:
The compensation package includes
a short-term incentive plan with
a target pay-opportunity equal to
100% of base salary and maximum
pay-opportunity equal to 225% of
base salary.
FLT Members:
Variable incentive percentage
of fixed remuneration based on
the position held with an average
target pay-opportunity equal to
100% of base salary and an average
maximum pay-opportunity equal to
225% of base salary.
Long-Term
Incentives
• Align the behavior of executives
• Equity awards to promote
Executive Chairman:
critical to the business with
creation of value for the
• The Equity Incentive Plan
shareholders’ interests
shareholders
2021-2023 provides for a target
• Motivate executives to achieve
Equity Incentive Plan 2021-2023
pay-opportunity of 300% and
long-term strategic objectives
• PSUs and RSUs: vest at the end
maximum pay-opportunity is
• Enhance retention of key
of the three year performance
400% of base salary.
resources
and service periods
• The Equity Incentive Plan 2022-
• PSUs: 50% linked to TSR
compared to Peer Group, 30%
2024 and 2023-2025 provides
for a target pay-opportunity
linked to EBITDA; 20% linked to a
equal to 200% and a maximum
qualitative factor related to the
pay-opportunity equal to 274%
sustainability and innovation of
of base salary.
business
CEO:
Equity Incentive Plan 2022 – 2024
and 2023 – 2025
• The Equity Incentive Plan 2022-
2024 and 2023-2025 provides
• Executive Directors: awarded
for a target pay-opportunity
only PSUs.
equal to 200% and a maximum
• FLT Members: were awarded a
pay-opportunity equal to 274%
combination of PSUs and RSUs
of base salary.
• PSUs: 40% linked to TSR
FLT Members:
compared to Peer Group, 40%
• variable incentive percentage
linked to EBITDA, 20% linked to
of fixed remuneration based
ESG Target
on the position held with an
average target opportunity
equal to 125% and average
maximum pay opportunity
equal to 156% of base salary.
Non-Monetary
• Retain executives through a
Represent an integral part of the
Customary welfare,
Benefits
total reward approach
remuneration package with welfare
retirement-related and fringe
• Enhance executive and
and retirement-related benefits
benefits such as company cars and
employee security and
productivity
drivers, personal/home security,
medical insurance, accident
insurance, tax preparation and
financial counselling.
Lock Up Period
• Ensures alignment with
In 2022 a lock up provision was
Under the lock up provision, 50% of
shareholders’ interests
introduced for the Executive
the vested shares under the equity
Chairman, the CEO, the members
incentive plan will be subject from
of the FLT and other key members
the date of vesting to unavailability
of the Group. The Lock Up provision
and non-transferability for a period
applies retroactively to all equity
determined according to the
incentive plans in place.
corporate role:
• CEO and Chairman: 36 months
• FLT members: 24 months
• Other key members of the
Group: 12 months
285
FERRARI N.V. 2023 ANNUAL REPORT AND FORM 20-FBOARD REPORT 2023 REMUNERATION OF EXECUTIVE DIRECTORS
AND FLT MEMBERS
The Board of Directors determines the compensa-
tion for our executive Directors following the recom-
mendation of the Compensation Committee and with
reference to the remuneration policy. The compensa-
tion structure for executive Directors and FLT mem-
bers includes a fixed component and a variable com-
ponent based on short and long-term performance.
BENCHMARKING FOR EXECUTIVE DIRECTORS
REMUNERATION
We believe that this compensation structure pro-
motes the interests of Ferrari in the short and the
long-term and is designed to encourage the exec-
utive Directors and FLT members to act in the best
interests of Ferrari. In determining the level and
structure of the compensation of the executive Di-
rectors, the non-executive Directors will take into
account, among other things, Ferrari’s financial and
operational results and other business objectives,
while considering the executive Directors’ view con-
cerning the level and structure of their own remu-
neration. Performance targets are set by the Com-
pensation Committee to be both achievable and
stretching, considering Ferrari’s strategic priorities
and the automotive landscape. The performance
measures that are used for variable components
have been chosen to support Ferrari’s strategy,
long-term interests and sustainability.
For the abovementioned reasons, the compen-
sation packages adopted by Ferrari are significantly
balanced towards the variable components in order
to reinforce the performance-driven culture and
meritocracy. This is in line - as per the short-term
incentive component - with the first and second pil-
lars of Ferrari’s remuneration policy (see “Alignment
with Ferrari’s Strategy and Pay for Performance”)
and - as per the long-term incentive component
(which has a dominant weight, as shown in the fig-
ures below) - with the first and fourth pillars of Fer-
rari’s remuneration policy (see “Alignment with Fer-
rari’s Strategy and Long-Term Shareholder Value
Creation”), with the ultimate aim to align the perfor-
mance with shareholders’ interests and value cre-
ation in the medium- to long-term, to motivate exec-
utives to achieve long-term strategic objectives, and
to enhance retention of key resources.
This compensation structure, inspired by Ferrari’s
remuneration policy, is mirrored in the compensa-
tion package for the Ferrari workforce at every lev-
el, in order to promote and better pursue the organi-
zation-wide alignment with the Company’s strategy
and values and contribute to pay-for-performance
culture and long-term value creation.
The structure of the compensation package
(base salary and variable compensation, composed
of LTI and STI components) specifically provided for
the CEO and the Executive Chairman is aligned to,
and consistent with, the main pillars of the Ferrari’s
remuneration policy applied to the entire workforce
as well as to the best market practice and to the Ref-
erence Panels, as better explained below. In this re-
gard, we establish target compensation levels using
286
BOARD REPORTFERRARI N.V. 2023 ANNUAL REPORT AND FORM 20-F a market-based approach and we monitor compen-
sation levels and trends in the market. We also pe-
riodically benchmark our executive compensation
program against peer companies.
In 2023, Ferrari conducted the periodic review
of the Reference Panel it uses to assess the com-
petitiveness and alignment of the compensations
awarded to the CEO and Executive Chairman, as well
as to ensure the consistency of the adopted com-
pensation policies with the reference market.
As for the CEO, Ferrari identified an ad hoc Ref-
erence Panel composed of 17 companies.
In continuity with previous years, Ferrari bench-
marked its CEO’s total remuneration with those of
listed companies deemed comparable with Ferrari
in light of some or all of the following criteria: a) rep-
resenting excellence and luxury in their respective
sectors; b) operating in the same business as Ferra-
ri; c) acting in similar sectors; d) presenting overall a
similar market capitalization, revenues and number
of employees with Ferrari.
Compared to 2022, the CEO’s Reference Panel
has been updated by adding Volvo and Ermenegil-
do Zegna, each of which meets the selection criteria
outlined above.
The companies in the Reference Panel used by
Ferrari for the CEO’s compensation benchmarking
are listed below:
Chief Executive Officer Reference Panel
Aston Martin Lagonda
Bayerische Motoren Worke
Brembo
Burberry
Compagnie Financiere Richemont
Mercedes-Benz Group
Harley-Davidson
Hermes International
Kering
Moncler
Porsche
Volkswagen
Ermenegildo Zegna
LVMH
Pirelli
The Estée Lauder Companies
Volvo
The Executive Chairman’s Reference Panel com-
prises the companies of the CEO’s Reference Pan-
el which have a chairman with powers and delega-
tions comparable to the powers and authority of the
Executive Chairman (5 Companies out of 17 of those
inserted in CEO’s Reference Panel), along with three
additional companies (added in order to benchmark
a statistically significant number of peers and deter-
mined based on companies that have a chairman
with powers and authority comparable to the pow-
ers and authority of the Executive Chairman).
Compared to 2022, the Executive Chairman’s
Reference Panel has been updated by adding Prada
Group, which meets the selection criteria outlined
above, in replacement of Salvatore Ferragamo.
The companies forming part of the Reference
Panel for the Executive Chairman target compensa-
tion benchmarking are listed below:
Executive Chairman Reference Panel
Aston Martin Lagoonda
Compagnie Financiere Richemont
Hermes International
Brembo
Ford Motors
Prada Group
The Estèe Lauder Companies
Ariston Group Holding
As described above, both Reference Panels are
composed of companies representing excellence in
their respective sectors and offering very competi-
tive compensation levels to their executives.
The level and structure of the Executive Chair-
man’s and CEO’s compensation packages for 2023
have therefore been compared to the practices of
the companies belonging to the abovementioned
Reference Panels. As for the compensation struc-
ture, the current Executive Chairman’s and CEO’s
compensation packages are in line with (i) market
practice and the compensation packages offered
by companies belonging to the Reference Panels;
and (ii) Ferrari’s remuneration policy as approved by
shareholders at the 2020 AGM.
287
FERRARI N.V. 2023 ANNUAL REPORT AND FORM 20-FBOARD REPORT Because the Reference Panels consist of several
companies that are larger than Ferrari in terms of
revenues and/or number of employees and that
have competitive remuneration packages, the CEO’s
base salary is positioned around the median of the
CEO’s Reference Panel (as it was in 2022) while the
Executive Chairman’s base salary is below the 25th
percentile of the Executive Chairman’s Reference
Panel (as it was in 2022); the total target compensa-
tion for the CEO is above the 25th percentile and be-
low the median while the Executive Chairman’s total
target compensation is positioned below the 25th
percentile (as it was in 2022).
Our Executive Chairman’s and CEO’s compensa-
tion packages are structured as follows:
EXECUTIVE CHAIRMAN’S AND CEO’S COMPENSATION PACKAGES
25%
17%
50%
Chairman
target
amounts
46%
Chairman
maximum
amounts
25%
25%
37%
17%
50%
CEO
target
amounts
46%
CEO
maximum
amounts
25%
37%
Share
Fixed remuneration
Short-term incentives
Long-term incentives
On the basis of the remuneration policy objectives, com-
pensation of executive Directors and FLT members
consists, inter alia, of the elements discussed below.
Fixed component
The primary objective of the base salary (the fixed
part of the annual cash compensation) for execu-
tive Directors and FLT members is to attract and
retain highly qualified senior executives. Our policy
is to periodically benchmark comparable salaries
paid to executives with similar experience by com-
parable companies.
Variable components
Executive Directors and FLT members are also eligi-
ble to receive variable compensation subject to the
achievement of pre-established financial and other
identified performance targets. The short and long-
term components of executive Directors’ and FLT
members’ variable remuneration are linked to pre-
determined, assessable targets in order to create
long-term value for the shareholders.
Our variable compensation programs are de-
signed to recruit, motivate and reward executive
Directors and members of the FLT delivering oper-
288
BOARD REPORTFERRARI N.V. 2023 ANNUAL REPORT AND FORM 20-F EXECUTIVE CHAIRMAN’S AND CEO’S COMPENSATION PACKAGES
25%
17%
50%
46%
Chairman
target
amounts
Chairman
maximum
amounts
25%
25%
37%
17%
50%
46%
CEO
target
amounts
CEO
maximum
amounts
25%
37%
Share
Fixed remuneration
Short-term incentives
Long-term incentives
ational and strategic performance over time. The
provisions and financial objectives of our variable
compensation programs are evaluated on an annual
basis and modified in accordance with industry and
business conditions.
Short-term incentives
The primary objective of our performance-based
short-term variable cash-based incentives is to in-
centivize the executive Directors and the members
of the FLT to focus on the business priorities for the
current or next year. The short-term incentive plan
is designed to motivate its beneficiaries to achieve
challenging targets, by recognizing individual con-
tributions to the Group’s results on an annual ba-
sis. The Compensation Committee believes that it is
appropriate to use a balance of corporate financial
targets, strategic objectives and individual perfor-
mance objectives.
The methodology for calculating payouts under
our short-term incentive plan is the following:
PAYOUT UNDER SHORT-TERM INCENTIVE PLAN METHODOLOGY
Base Salary X STI %
Adjust opportunity
based on business
results
Links directly to
individual current
contribution
Target Bonus
×
Company
Performance
Factor
×
Individual
Performance
Factor
=
STI Payout
The target level for both the Company Performance
Factor and the Individual Performance Factor is
100%, reaching a possible maximum level which is
equal to the 150% of target set level, resulting in a
maximum pay-opportunity equal to 225% of base
salary. There is no minimum bonus payout; as a re-
sult, if none of the threshold objectives are satisfied,
there is no bonus payment.
To determine the executive Directors’ annual
performance bonus, the non-executive Directors,
upon proposal of the Compensation Committee:
maximum allowable bonuses;
• approve the executive Directors’ targets and
• select the appropriate metrics and their weighting;
• set the stretch objectives;
• consider any unusual items in a performance
year to determine the appropriate measure-
ment of achievement; and
• approve the final bonus determination.
In 2023, the Compensation Committee defined the
Company Performance Factor by reference to
four metrics:
• Net Revenues (20%)
• Consolidated Adjusted Operating profit (Adjust-
• Consolidated Adjusted EBITDA Margin (20%)
• Industrial Free Cash Flow (40%)
ed EBIT) (20%)
The Compensation Committee established chal-
lenging goals for each metric linked to budget, each
of which pays out independently. The achievement
of the budget target implies the application of a co-
289
efficient equal to 100 to the relevant metric, and
deviations within thresholds defined from year to
year imply a linear variation of the coefficient be-
tween 50 and 150; outside these thresholds the co-
efficient goes to zero or remains equal to 150 which
represents the cap of the coefficient, resulting in a
maximum pay-opportunity equal to 225% of base
salary. The overall Company Performance Factor
coefficient is a weighted average of those obtained
for the each metric.
In addition, upon proposal of the Compensation
Committee, the non-executive Directors have au-
thority to grant special bonuses for specific trans-
actions that are deemed exceptional in terms of
strategic importance and effect on Ferrari’s results,
taking into account standards of reasonableness
and fairness. The form of any such bonus (cash,
common shares of Ferrari or options to purchase
common shares) is determined by the non-execu-
tive Directors from time to time.
No special bonuses were awarded to the execu-
tive Directors or members of the FLT for 2023.
Beginning in 2022, our executive Directors (Ex-
ecutive Chairman and CEO) are included in the
short-term incentive plan, in order to better align
executive Directors’ action to Ferrari’s strategy and
performance and with market practice.
Short-term incentives clawback clause
In 2023 Ferrari introduced a clawback clause for its
short-term incentives, which allows the Company to
claim the refund of part or all of the variable com-
ponent of remuneration received during the three
fiscal years immediately preceding the date the
FERRARI N.V. 2023 ANNUAL REPORT AND FORM 20-FBOARD REPORT Company is required to prepare an accounting re-
statement due to the material noncompliance of the
Company with any financial reporting requirement
under applicable securities laws, including any re-
quired accounting restatement to correct an error
in previously issued financial statements that is ma-
terial to the previously issued financial statements,
or that would result in a material misstatement if the
error were corrected in the current period or left
uncorrected in the current period.
This new clawback clause is in accordance with
the NYSE listing requirements, and we have adopt-
ed a specific internal policy abiding to those require-
ments (the “NYSE Clawback Policy”). The NYSE Claw-
back Policy, which became effective on December
1, 2023, provides for the recovery of certain erro-
incentive-based compensation
neously awarded
earned by current or former executive officers of
the Company in the event that the Company is re-
quired to prepare an accounting restatement.
Long-term incentives
We believe that the equity incentive plan discussed
below increases the alignment between the Com-
pany’s performance and shareholder interests, by
linking the compensation opportunity of the execu-
tive Directors and members of the FLT to increasing
shareholder value.
During 2023, Ferrari had three long-term equity
incentive plans in place, consistent with the Compa-
ny’s business plans presented at the Capital Markets
Day in June 2022 and awarding to their beneficiaries,
as the case may be, a combination of performance
share units (“PSUs”) and restricted share units
(“RSUs”), each representing the right to receive one
Ferrari common share:
• Equity Incentive Plan 2021-2023, approved on Feb-
ruary 26, 2021 by the Board of Directors, covering
a performance period from 2021 to 2023, having
the Executive Chairman and Interim CEO of the
Company, as well as members of the FLT and oth-
er key members of the Group as beneficiaries;
• Equity Incentive Plan 2022-2024, approved on
February 25, 2022 by the Board of Directors, cov-
ering a performance period from 2022 to 2024,
having the Executive Chairman and CEO of the
Company, as well as members of the FLT and oth-
er key members of the Group as beneficiaries;
• Equity Incentive Plan 2023-2025, approved on
February 23, 2023 by the Board of Directors, cov-
ering a performance period from 2023 to 2025,
having the Executive Chairman and CEO of the
Company, as well as members of the FLT and oth-
er key members of the Group as beneficiaries.
Further details about vesting of Equity Incentive Plan
2021-2023, covering a performance period from
2021 to 2023, which will vest on March 2024 and hav-
ing the Executive Chairman and the CEO of the Com-
pany, as well as members of the FLT and other key
employees of the Group, as beneficiaries, ended on
December 31, 2023 are provided in Section 2.
290
BOARD REPORTFERRARI N.V. 2023 ANNUAL REPORT AND FORM 20-F For the Equity Incentive Plan 2021-2023, the PSU
awards are earned based on the level of achieve-
ment of defined key performance indicators relat-
ing to: i) a relative total shareholder return (“TSR”)
target (which is relative to the TSR of a defined peer
group (“Peer Group”)), ii) an EBITDA target, and iii) an
innovation target. For the Equity Incentive Plan 2022-
2024 and the Equity Incentive Plan 2023-2025, the in-
novation target has been replaced by an ESG target
focusing on an Environment Factor and a Social Fac-
tor described below. Each target is measured inde-
pendently of the other targets and relates to sepa-
rate portions of the aggregate awards.
For the Equity Incentive Plan 2022-2024 and for the
Equity Incentive Plan 2023-2025, executive Directors
will be awarded only PSUs. The RSU awards (for
the Equity Incentive Plan 2022-2024 and for the Eq-
uity Incentive Plan 2023-2025, only for members of
the FLT and other key employees of the Group) are
service-based and vest conditional on the employ-
ees’ continued employment with the Company at the
time of vesting.
Details of the equity long-term incentives grant-
ed to the Executive Chairman and CEO are summa-
rized below:
EQUITY INCENTIVE PLAN 2021-2023
Type of Equity Long-Term
Proportion of Equity
Holding Period
Incentive Vehicle
Long-Term Grant
Performance Metrics
(Weighting) or Vesting
Condition
Executive Chairman
Equity Incentive Plan 2021-
67%
6 years: 3 years
1) TSR (50%)
and Interim CEO
2023
Performance
Share Units
(PSUs)
Performance + 3 years
2) EBITDA (30%)
Lock Up
3) Innovation Performance
Goal (20%)
Equity Incentive Plan 2021-
33%
6 years: 3 years
Conditional on continued
2023
Retention Restricted
Share Units
(RSUs)
Performance + 3 years
employment
Lock Up
EQUITY INCENTIVE PLAN 2022-2024 AND EQUITY INCENTIVE PLAN 2023-2025
Type of Equity Long-Term
Proportion of Equity
Holding Period
Incentive Vehicle
Long-Term Grant
Performance Metrics
(Weighting) or Vesting
Condition
Executive Chairman Equity Incentive Plan
100%
6 years: 3 years
1) TSR (40%)
Performance
Share Units
(PSUs)
Performance + 3 years
2) EBITDA (40%)
Lock Up
3) ESG Goal (20%)
CEO
Equity Incentive Plan
100%
6 years: 3 years
1) TSR (40%)
Performance Share Units
(PSUs)
Performance + 3 years
2) EBITDA (40%)
Lock Up
3) ESG Goal (20%)
The number of PSU awards earned is determined
based on the level at which the three performance
criteria described below are achieved. At the end of
the vesting period, the total number of PSUs earned
is equal to the sum of:
mance Goal and (ii) for the Equity Incentive Plan
2022-2024 and the Equity Incentive Plan 2023-
2025, the ESG Factor.
out factor; plus
• the number of PSUs earned under the TSR pay-
• the number of PSUs earned under the EBITDA
• the number of PSUs earned under (i) for Equity
payout factor; plus
Incentive Plan 2021-2023, the Innovation Perfor-
291
FERRARI N.V. 2023 ANNUAL REPORT AND FORM 20-FBOARD REPORT EQUITY INCENTIVE PLAN 2021-2023 MAIN FEATURES
Metrics
(weight)
Metrics
(type)
Benchmark
Rationale
Link between pay and
performance
TSR (50%)
Financial criteria
Peer Group
TSR is tracked for
Ranking
% of Target
(8 companies: Ferrari, Aston
both Ferrari and the
Martin, Burberry, Hermes,
companies in the
Kering, LVMH, Moncler,
Richemont)
defined Peer Group
calculating starting
and ending prices as
an average of the 30
1°
2°
3°
4°
5°
calendar days prior
6°-7°-8°
to grant and award
date
Awards
150%
120%
100%
75%
50%
0
EBITDA (30%)
Financial criteria
5-year Business Plan
EBITDA is defined
Performance
% of Target
as net profit before
income tax expense,
+10%
financial expenses,
+5%
net and amortization
5 Years Plan
and depreciation
-5%
and is an indicator of
<-5%
Ferrari’s profitability
Awards
140%
120%
100%
80%
0
Innovation
Non-financial criteria Critical project milestones
The Innovation Performance Factor focuses on the
Performance Factor
(20%)
new product launches in line with Ferrari’s plan and
on technological innovation. It is measured in terms
of product launches (milestones, volumes and
contribution margin), for a weight of 70%, and key
technological projects, for the remaining 30%, to be
achieved during the performance period.
Our non-financial criterion, the Innovation Perfor-
mance Factor, is included in the Equity Incentive Plan
in order to have a performance indicator directly
linked to the long-term sustainability and technologi-
cal innovation of our business.
In relation to the vesting of the PSUs awarded
to the Executive Chairman, the vesting of all units
under the plan occurs after the end of the relevant
performance period (i.e. December 31, 2023), to the
extent that the conditions for vesting are satisfied.
The performance period for the Equity Incentive
Plan 2021-2023 PSUs commenced on January 1,
2021. The fair value of the awards used for account-
ing purposes was measured at the grant date using
a Monte Carlo Simulation model. The fair value of
the PSUs that were granted to Mr. Elkann in 2021 is
€130.42 per share.
Key Assumptions
Grant date share price
Expected volatility
Dividend yield
Risk-free rate
PSU Awards Granted to the Executive Directors in 2021
€175.80
27.0%
0.75%
0%
The expected volatility was based on the observed
volatility of the defined Peer Group. The risk-free rate
was based on the iBoxx sovereign Eurozone yield.
The RSUs granted under the Equity Incentive Plan
2021-2023 will vest in 2024 at the end of the three-year
cliff vesting period, subject to continued employment
with the Company. The fair value of the RSUs that were
granted to Mr. Elkann in 2021 is €171.86 per share.
EQUITY INCENTIVE PLAN 2022-2024 AND EQUITY
INCENTIVE PLAN 2023-2025 MAIN FEATURES
The Equity Incentive Plan 2022-2024 and the Equi-
ty Incentive Plan 2023-2025, provide for significant
changes compared to the former long-term equity
incentive plan. The main changes include:
• Combination of PSUs and RSUs: different weight
of RSU and PSU distribution in relation to the re-
sponsibilities and the level of contribution to the
results of each cluster of beneficiaries. Execu-
tive Directors were awarded only PSUs in order
292
BOARD REPORTFERRARI N.V. 2023 ANNUAL REPORT AND FORM 20-F to strengthen the alignment of their long-term
interests with those of shareholders;
• Different relative weight of the metrics: TSR is
now weighted 40% (instead of 50%) and EBITDA
40% (instead of 30%);
• TSR Peer Group: TSR Peer Group increased by
three companies (Mercedes Benz Group AG,
Prada and Estee Lauder), in order to have an
odd number of companies and, consequently,
modifying the pay-out scale providing that ex-
ecutives will become eligible to earn awards
only in case of performance at the bench-
mark median;
• Non-financial criteria: the Innovation Perfor-
mance Factor has been replaced by the ESG fac-
tor described in the table below. In particular, the
component of ESG factor linked to the Environ-
ment is consistent to actions adopted by Ferrari
to achieve carbon neutrality by 2030, as already
explained in the Capital Markets Day 2022. For
Scope 1 and 2, Ferrari is planning to gradually
reduce the use of trigeneration through an elec-
trification process. While for Scope 3, electrifi-
cation will reduce the vehicle use phase CO2eq
emissions; additionally, Ferrari is exploring solu-
tions to reduce the otherwise growing emis-
sions of raw materials.
Metrics
(weight)
Metrics
(type)
Benchmark
Rationale
Link between pay and
performance
TSR (40%)
Financial criteria
Peer Group
TSR is tracked for both Ferrari
Ranking
% of Target
(11 companies:
and the companies in the
Ferrari, Aston Martin,
defined Peer Group calculating
Burberry, Estee
starting and ending prices as an
Lauder,
average of the 30 calendar days
Hermes, Kering,
prior to grant and award date
LVMH, Mercedes
Benz Group AG,
Moncler, Prada and
Richemont)
EBITDA (40%)
Financial criteria
5-year Business Plan EBITDA is defined as net profit
before income tax expense,
1°
2°
3°
4°
5°
6°
Awards
175%
150%
120%
100%
75%
50%
7°-8°-9°-10°-11°
0
Performance
+15%
Payout
175%
financial expenses, net and
+10%
amortization and depreciation
+5%
and is an indicator of Ferrari’s
5 Years Plan
profitability
-5%
<-5%
150%
125%
100%
75%
0
ESG Factor (20%)
Non-financial criteria Project linked to E
The ESG focuses on an Environment Factor and a Social Factor:
and S spheres
• 50% is based on the Reduction CO2 Carbon Emission following
the milestones of the Ferrari’s sustainability plan – Rolling KPI
until 2030: for the intermediate years leading up to 2030, the
amount of the incentive attributed to this KPI will be assessed
based on targets calculated through a year-by-year reduction
proportional to product development up to 2030. This
methodical approach ensures a progression towards the final
targets established for the year 2030, allowing for a consistent
and measurable tracking of the CO2 emission reduction
efforts in alignment with Ferrari’s long-term sustainability
objectives.
• 50% is based on the maintenance of Equal Salary Certification
or equivalent certification. The award of certification is based
not only on equal pay for men and women, but in a more
extensive way on targets of continuous improvement of D&I
culture and inclusive environment.
The certification process involves both quantitative and qualitative
evaluations. The quantitative evaluation, which must be surpassed
to proceed to the qualitative evaluation, consists of a detailed
statistical analysis of compensation levels to verify that the gender
pay gap is lower than 5% compared to a predictive statistical salary
and that the accuracy of the data used is greater than 90%. The
qualitative evaluation assesses: (i) the CEO and Top Management’s
commitment to Diversity and Inclusion matters, (ii) how Corporate
processes and policies are fair in terms of gender, (iii) employees’
perception of the inclusiveness of the culture and (iv) the PDCA
(Plan, Do, Check, Act) methodology application in all of the
aforementioned processes.
293
FERRARI N.V. 2023 ANNUAL REPORT AND FORM 20-FBOARD REPORT In relation to the vesting of the PSUs awarded to the
Executive Chairman and the CEO, the settlement of
all units under the plans occur after the end of the
performance period (i.e. December 31, 2024 and De-
cember 31, 2025), to the extent that the conditions
for vesting are satisfied.
The performance period for the Equity Incen-
tive Plan 2022-2024 PSUs commenced on January 1,
2022. The fair value of the awards used for account-
ing purposes was measured at the grant date using
a Monte Carlo Simulation model. The fair value of the
PSUs that were granted to Mr. Elkann and Mr. Vigna
in 2022 is €162.02 per share. The key assumptions
used to calculate the grant-date fair values for these
awards are summarized below:
Key Assumptions
Grant date share price
Expected volatility
Dividend yield
Risk-free rate
PSU Awards Granted to the Chairman and CEO in 2022
€ 177.95
27.75%(1)
0.75%
0%
(1) The expected volatility was based on the observed volatility
of the defined Peer Group. The risk-free rate was based on
the iBoxx sovereign Eurozone yield.
The performance period for the Equity Incentive Plan 2023-2025 PSUs
commenced on January 1, 2023. The fair value of the awards used for
accounting purposes was measured at the grant date using a Monte Car-
lo Simulation model. The fair value of the PSUs that were granted to Mr.
Elkann and Mr. Vigna in 2023 is € 221.76 per share.
The key assumptions used to calculate the grant-date fair values for
these awards are summarized below:
Key Assumptions
Grant date share price
Expected volatility
Dividend yield
Risk-free rate
(2) See Footnote no. 1.
PSU Awards Granted to the Chairman and CEO in 2023
€ 242.30
27.93%(2)
0.75%
2.90%
Any RSUs awarded to FLT members and other key
members of the Group are service-based and will
vest in March 2025 or March 2026 (as applicable)
conditional on the continued employment of the
beneficiaries with the Company or the Group at the
time of vesting. The executive Directors were not
awarded any RSUs in 2022 and 2023.
RECOUPMENT OF INCENTIVE COMPENSATION
(CLAWBACK POLICY)
The Equity Incentive Plans include a clawback clause,
which allows the Company to claim the refund of
part or all of the variable component of remunera-
tion awarded or paid on the basis of information or
data that subsequently prove manifestly incorrect,
if the Board of Directors determines that circum-
stances that would have constituted “cause” (as
defined) existed while the remuneration remained
unvested or due to the beneficiaries’ fraud or negli-
gence (each, a “Recovery Event”).
In particular, if a Recovery Event occurs within
three years after the payment of cash or delivery
of any shares in respect of the PSUs or RSUs, a par-
ticipant will be required to repay the net amount re-
ceived, as determined by the Board of Directors in
its discretion.
As discussed above, the NYSE Clawback Policy
also governs the recovery of certain erroneously
awarded incentive-based compensation earned by
current or former executive officers of the Compa-
ny in the event that the Company is required to pre-
pare an accounting restatement.
LOCK UP PERIOD
In 2022, the Board of Directors approved a lock up
provision for its Executive Chairman, CEO, mem-
294
BOARD REPORTFERRARI N.V. 2023 ANNUAL REPORT AND FORM 20-F bers of the FLT and other key members of the Group
which replaces the former stock ownership guide-
lines and applies to all long-term incentive plans is-
sued and to be issued by the company.
Under the lock up provision 50% of the vested
shares under the Equity Incentive Plans will be sub-
ject from the date of vesting to unavailability and
non-transferability for a period determined accord-
ing to the corporate role:
• CEO and Chairman: 36 months after the vesting
• FLT members: 24 months after the vesting
• Other key members of the Group: 12 months af-
ter the vesting
The Executive Chairman and the CEO are each re-
quired to retain 100% of the shares of common
stock issued, on a net, after-tax basis, upon vesting
and settlement of any equity awards granted to such
individual until the fifth anniversary of the grant date
of the applicable award other than in the event of
death, termination of service due to total disability,
approved leave of absence or retirement.
Other benefits
Executive Directors may also be entitled to custom-
ary fringe benefits such as personal use of aircraft,
company cars and drivers, personal/home security,
medical insurance, accident insurance, tax prepa-
ration and financial counselling. The Compensation
Committee may grant other benefits to the execu-
tive Directors in particular circumstances.
Severance
The terms of service of the CEO provide that termi-
nation of the contract by either party is subject to
six months’ notice period. However, if the Company
terminates his services for reasons other than for
just cause (as defined) or if he terminates his ser-
vices due to the reduction or limitations of his man-
aging powers or following his dismissal in case of
change of control, the Company shall pay the CEO
an amount equal to 18 monthly installments of his
base monthly salary, including any amount due for
the six months’ notice period (which means that the
severance amount does not exceed 12 months’ sala-
ry, in line with the Code), plus the accrued pro rata of
the Company’s contribution to the pension fund as
well as STI and LTI variable compensation accrued
at the date of termination of employment. If an actual
severance payment will be made at the termination
of employment and such severance payment would
exceed 12 months’ base salary, then a disclosure will
be made in line with the Code.
If within twenty-four months following a change
of control (as defined), the Chairman’s services are
terminated by the Company (other than for cause),
or are terminated by the Chairman for good rea-
son, the Chairman is entitled to receive the acceler-
ated vesting of awards under his long-term incen-
tive plan.
Internal pay ratios
In line with the Code, the internal pay ratio is an im-
portant input for determining the Remuneration Pol-
icy for the Board of Directors. The internal pay ratio
is calculated as the ratio between (i) the total annual
remuneration of the CEO(68) and (ii) the average total
annual remuneration of the employees of the com-
pany and the group companies of which the com-
pany consolidates the financial data(69). The following
table presents the internal pay ratio for 2023, 2022,
2021, 2020 and 2019.
Total Annual Remuneration of CEO (A)
6,692,434(1) 4,993,961(1)
4,486,151
6,835,721
8,631,030
Average Total Annual Employee (FTE) Remuneration Costs (B)
99,857
97,182
92,656
78,193
83,780
Pay Ratio (A/B)
67.0
51.4
48.4
87.4
103.0
2023
2022
2021(2)
2020
2019
(1)
Includes €1,994,433 and €1,009,045 recognized as share-
Bonus. There is no significant difference between the
based compensation expense during the years ended
pay ratio so calculated and the pay ratio calculated based
December 31, 2023, 2022, respectively, for equity awards
on the target remuneration elements pro rated on a full
granted under the Group’s Equity Incentive Plan 2023-2025
year basis. In addition, the compensation payable to Mr.
and the Equity Incentive Plan 2022-2024 that will vest in 2026
Elkann as interim CEO during 2021 is not included in the
and 2025, respectively, subject to certain performance and
calculation of the pay ratio because such compensation
service conditions. See also “—Directors’ compensation” and
was forfeited by Mr. Elkann. The decrease in the pay ratio in
“—Share-Based Compensation of Executive Directors” below.
2021 when compared to 2020 can be explained, inter alia,
(2) For 2021 the pay ratio is calculated considering the
by the fact that for 2020 and 2019 the pay ratio is calculated
remuneration of the current CEO, Benedetto Vigna,
considering the remuneration of the former CEO, Louis
payable for the period from September 16, 2021 (the date
Camilleri, whose compensation package was different from
when Mr. Vigna began acting as Chief Executive Officer)
that of the current CEO and included a large portion of LTI
to December 31, 2021, which includes a one-off Welcome
variable compensation.
295
FERRARI N.V. 2023 ANNUAL REPORT AND FORM 20-FBOARD REPORT CHAIRMAN AND CEO COMPENSATION LEVELS
CHAIRMAN, €
4,000,000
2,000,000
1,000,000
500,000
500,000
500,000
500,000
500,000
1,050,000
300,000
250,000
500,000
Minimum
Threshold
Target
Maximum
Fixed remuneration
Short-term remuneration
Long-term remuneration
2,995,000
1,370,000
1,125,000
8,975,000
4,110,000
3,375,000
6,000,000
3,000,000
1,500,000
3,150,000
900,000
750,000
1,500,000
1,500,000
1,500,000
1,500,000
1,500,000
Minimum
Threshold
Target
Maximum
Fixed remuneration
Short-term remuneration
Long-term remuneration
CEO, €
10,000,000
0
0
SCENARIO ANALYSIS
On an annual basis, the non-executive Directors,
upon proposal of the Compensation Committee, ex-
amine the relationship between the performance
criteria chosen and the possible outcomes for the
variable remuneration of our executive Directors
(scenario analysis). To date, the non-executive Di-
rectors believe the remuneration policy has prov-
en effective in terms of establishing a correlation
between Ferrari’s strategic goals and the chosen
performance criteria, as the main key performance
criteria of our executive Directors’ long-term incen-
tive plan, which represents a significant part of the
Executive Chairman’s and the CEO’s compensation
package, supports both Ferrari’s business strategy
and value creation for our shareholders.
The Compensation Committee evaluates the mix
of variable compensation linked to financial and
non-financial performance, as well as sharehold-
er returns, taking also into account the wages and
employment conditions of our employees. Our in-
centive plans are based on peer and market bench-
marked performance metrics.
In the event that specific long-term threshold
performance targets are not achieved, there will be
no variable pay vesting or payout for executive Di-
rectors for the relevant period.
The following table and chart describe com-
pensation levels that the Executive Chairman and
the CEO could receive under the compensation
packages in place and different scenarios in a cal-
endar year, assuming a constant share price (i.e.
no appreciation):
Element of remuneration
Details of assumption
Fixed remuneration
The Executive Chairman’s base salary is €500,000 and the CEO’s base salary is €1,500,000.
Short-term Incentive Plan
The compensation packages for 2023 for the Chairman and the CEO include a short-term incentive
plan with a threshold pay-opportunity equal to 50% of base salary, a target pay-opportunity equal to
100% of base salary and maximum pay-opportunity equal to 225% of base salary.
Long-term Incentive Plan
Executive Chairman and CEO:
•
in case of failure to achieve any of the performance criteria the scenario assumes no award of
PSUs;
•
in case of achievement of the threshold for each of the performance criteria, the scenario
assumes an award equal to threshold pay opportunity (60% of base salary);
•
in case of achievement of the targets for each of the performance criteria, the scenario assumes
an award equal to target pay opportunity (200% of base salary);
•
in case of achievement of the maximum level of each performance criteria the scenario
assumes the award equal to maximum pay opportunity (274% of base salary).
N.B. Details about the Chairman and the CEO’s actual 2023
remuneration are included in section 2.
CHAIRMAN AND CEO COMPENSATION LEVELS
CHAIRMAN, €
4,000,000
2,995,000
1,370,000
1,125,000
2,000,000
1,000,000
500,000
500,000
500,000
500,000
500,000
1,050,000
300,000
250,000
500,000
Minimum
Threshold
Target
Maximum
Fixed remuneration
Short-term remuneration
Long-term remuneration
296
0
0
CEO, €
10,000,000
8,975,000
4,110,000
3,375,000
6,000,000
3,000,000
1,500,000
3,150,000
900,000
750,000
1,500,000
1,500,000
1,500,000
1,500,000
1,500,000
Minimum
Threshold
Target
Maximum
Fixed remuneration
Short-term remuneration
Long-term remuneration
BOARD REPORTFERRARI N.V. 2023 ANNUAL REPORT AND FORM 20-F CHAIRMAN AND CEO COMPENSATION LEVELS
CHAIRMAN, €
4,000,000
2,000,000
1,000,000
500,000
1,050,000
300,000
250,000
500,000
500,000
500,000
500,000
500,000
0
Minimum
Threshold
Target
Maximum
Fixed remuneration
Short-term remuneration
Long-term remuneration
2,995,000
1,370,000
1,125,000
8,975,000
4,110,000
3,375,000
6,000,000
3,000,000
1,500,000
1,500,000
1,500,000
CEO, €
10,000,000
1,500,000
1,500,000
0
3,150,000
900,000
750,000
1,500,000
Minimum
Threshold
Target
Maximum
Fixed remuneration
Short-term remuneration
Long-term remuneration
In the event of performance below the set threshold, both in the short
and long term incentive plan, the Executive Chairman and the CEO will be
recognized with fixed remuneration only.
REMUNERATION POLICY FOR NON-EXECUTIVE DIRECTORS
Remuneration of non-executive Directors is approved by the Company’s
shareholders and periodically reviewed by the Compensation Committee.
Remuneration of non-executive Directors is fixed and not depen-
dent on the Company’s financial results. Non-executive Directors are
not eligible for variable compensation and do not participate in any in-
centive plans.
The current annual remuneration for the non-executive Directors
(which was approved at the 2020 AGM) is shown in the table below:
Non-Executive Director Compensation
Annual cash retainer
Additional retainer for Audit Committee member
Additional retainer for Audit Committee Chairman
Additional retainer for Compensation Committee member
Additional retainer for Compensation Committee Chairman
Additional retainer for ESG Committee member
Additional retainer for ESG Committee Chairman
Additional retainer for the senior non-executive Director
U.S. $
$75,000
$10,000
$20,000
$5,000
$15,000
$5,000
$15,000
$25,000
All remuneration of the non-executive Directors is paid in cash.
297
CHAIRMAN AND CEO COMPENSATION LEVELS
CHAIRMAN, €
4,000,000
2,000,000
1,000,000
500,000
500,000
500,000
500,000
500,000
1,050,000
300,000
250,000
500,000
Minimum
Threshold
Target
Maximum
Fixed remuneration
Short-term remuneration
Long-term remuneration
2,995,000
1,370,000
1,125,000
8,975,000
4,110,000
3,375,000
6,000,000
3,000,000
1,500,000
3,150,000
900,000
750,000
1,500,000
1,500,000
1,500,000
1,500,000
1,500,000
Minimum
Threshold
Target
Maximum
Fixed remuneration
Short-term remuneration
Long-term remuneration
CEO, €
10,000,000
0
0
FERRARI N.V. 2023 ANNUAL REPORT AND FORM 20-FBOARD REPORT REMUNERATION OF OTHER EMPLOYEES AND
EQUAL SALARY CERTIFICATION
Being the Employer of Choice—Talent Recruitment and
Employee Retention—Diversity and Inclusion”.
Ferrari strongly believes in the Equal Salary Cer-
tification and since 2022 the maintenance of the
certification is part of the vesting conditions of the
equity incentive plans (as a component of the ESG
performance factor).
Ferrari aims to provide a market-competitive and
fair remuneration package for its workforce, in line
with the remuneration policy and in order to better
pursue the Company’s strategy and purpose and
contribute to long-term value creation.
Furthermore, Ferrari operates a merit-based re-
muneration policy, which does not discriminate on
the basis of gender, age, nationality, social status or
cultural background.
In 2023, we received the renewal of the Equal-Sal-
ary Certificate for providing equal pay to men and
women with the same qualifications and positions in
the Company. For the first time, the Equal Salary Cer-
tification is global. See also “Non Financial Statement—
(2)
IMPLEMENTATION OF REMUNERATION
STRATEGY IN 2023
in a manner consistent with our core business and
leadership values and taking into account the social
context around the Company.
INTRODUCTION
DIRECTORS’ COMPENSATION
The following table summarizes the remuneration
received by the members of the Board of Directors
for the year ended December 31, 2023 from Ferrari
and its subsidiaries.
This section sets out the implementation of Ferrari’s
remuneration strategy for the year ended Decem-
ber 31, 2023. The remuneration granted in the year
ended December 31, 2023 is in accordance with
the substance and the procedures of the remuner-
ation strategy (as set out above) and therefore we
believe it allows us to seek to attract and retain the
most highly qualified executive talent and motivate
such executives to achieve business and financial
goals that create long-term value for shareholders
298
BOARD REPORTFERRARI N.V. 2023 ANNUAL REPORT AND FORM 20-F Name
Office held
Fixed remuneration
Variable
Extraordinary
Pension
LTI (€)
Annual
Fringe
fee
(€)
benefits
(€)
remuneration
items (€)
benefits
(€)
(€)
Total
remuneration (2)
(€)
John Elkann Chairman
513,833
13,279(1)
984,900(*)
—
—
878,667
2,390,679
and Executive
Director
Benedetto
Chief Executive
1,501,560
11,741(1)
2,954,700(*)
—
230,000
1,994,433
6,692,434
Vigna
Officer and
Total
Executive
Director
Executive
Directors
2,015,393
25,020
3,939,600
— 230,000
2,873,100
9,083,113
Piero Ferrari Vice Chairman
73,777
13,080(1)
and Non-
Executive
Director
Sergio Duca Senior Non-
110,665
Executive
Director
Delphine
Non-Executive
73,777
Arnault
Director
Francesca
Non-Executive
78,387
Bellettini
Director
Eddy Cue
Non-Executive
78,387
Director
John
Non-Executive
82,999
Galantic
Director
Maria
Patrizia
Grieco
Adam
Keswick
Non-Executive
78,387
Director
Non-Executive
69,166
Director
Mike Volpi
Non-Executive
49,513
Director
—
—
—
—
—
—
—
—
Total
Non-Executive
695,058
13,080
Directors
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
86,857
110,665
73,777
78,387
78,387
82,999
78,387
69,166
49,513
708,138
Total
2,710,451
38,100
3,939,600
— 230,000
2,873,100
9,791,251
(1) Relate to car benefits provided to Mr. Vigna, Mr. Elkann and
Mr. Ferrari in accordance with the remuneration policy.
(2) Certain amounts have been converted from U.S. Dollars to
Euro.
(*) This amount refers to short-term incentives.
299
FERRARI N.V. 2023 ANNUAL REPORT AND FORM 20-FBOARD REPORT The following table summarizes the remuneration received by the mem-
bers of the Board of Directors for the year ended December 31, 2022
from Ferrari and its subsidiaries.
Name
Office held
Fixed remuneration
Variable
Extraordinary
Pension
Annual
Fringe
fee
(€)
benefits
(€)
remuneration
items
benefits
(€)
(€)
(€)
LTI
(€)
Total
remuneration (2)
(€)
John Elkann Chairman
514,355
11,842(1)
680,000(*)
—
—
770,998
1,977,195
and Executive
Director
Benedetto
Chief Executive
1,500,000
10,916(1)
2,244,000(*)
—
230,000
1,009,045
4,993,961
Vigna
Officer and
Total
Executive
Director
Executive
Directors
2,014,355
22,758
2,924,000
— 230,000
1,780,043
6,971,156
Piero Ferrari Vice Chairman
76,563
19,402(1)
and Non-
Executive
Director
Sergio Duca Senior Non-
114,844
Executive
Director
Delphine
Non-Executive
76,563
Arnault
Director
Francesca
Non-Executive
81,348
Bellettini
Director
Eddy Cue
Non-Executive
81,348
Director
John
Non-Executive
86,133
Galantic
Director
Maria
Patrizia
Grieco
Adam
Keswick
Non-Executive
81,348
Director
Non-Executive
71,777
Director
—
—
—
—
—
—
—
Total
Non-Executive
669,924
19,402
Directors
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
95,965
114,844
76,563
81,348
81,348
86,133
81,348
71,777
689,326
Total
2,684,279
42,160
2,924,000
— 230,000
1,780,043
7,660,482
(1) Relate to car benefits provided to Mr. Vigna, Mr. Elkann and
Mr. Ferrari in accordance with the remuneration policy.
(2) Certain amounts have been converted from U.S. Dollars to
Euro.
(*) This amount refers to short-term incentives.
300
BOARD REPORTFERRARI N.V. 2023 ANNUAL REPORT AND FORM 20-F The following table shows a comparison of the total remuneration of Di-
rectors over the last five years, based on Ferrari Directors who served
as Directors in 2023.
Directors’ Total Remuneration (€)
Name
Office held
2023
2022
2021
2020
2019
John Elkann (*)
Executive Chairman and
2,390,679
1,977,195 (1)
336,938
77,790
223,586 (2)
Executive Director
Benedetto Vigna (*)
Chief Executive Officer and
6,692,434
4,993,961 (4) 4,486,151
—
—
Executive Director
Piero Ferrari
Vice Chairman and Non-
86,857
95,965
81,062
30,041
83,472
Executive Director
Sergio Duca
Senior Non-Executive
110,665
114,844
103,238
27,233
109,810
Director
Delphine Arnault
Non-Executive Director
73,777
76,563
68,171
17,020
67,080
Francesca Bellettini (6)
Non-Executive Director
78,387
81,348
73,127
—
—
Eddy Cue
Non-Executive Director
78,387
81,348
73,127
19,290
73,542
John Galantic (6)
Non-Executive Director
82,999
86,133
77,429
—
—
Maria Patrizia Grieco
Non-Executive Director
78,387
81,348
73,127
19,290
76,024
Adam Keswick
Non-Executive Director
69,166
71,777
64,524
17,020
67,080
MIke Volpi
Non-Executive Director
49,513
—
—
—
—
Adjusted EBITDA (5) (€ thousand)
2,279
1,773
1,531
1,143
1,269
Average Ferrari Share Price
275.25
196.34
185.25
155.98
131.44
Median fixed remuneration of employees (6)
37,210
34,960
34,071
32,876
31,782
(1) From January 1, 2021, to September 15, 2021: Chairman,
in each case subject to approval by shareholders at the 2022
CEO and Executive Director. From September 16, 2021,
Annual General Meeting.
to December 31, 2021: Executive Chairman and Executive
(4) Mrs. Francesca Bellettini and Mr. John Galantic were Non-
Director.
Executive Directors from April 16, 2020.
(2) From January 1, 2019, to December 4, 2019: Chairman
(5) For additional information relating to this non-IFRS financial
and Non-Executive Director. From December 4, 2019, to
measure, see "Financial Overview—Non-GAAP Financial
December 31, 2019: Executive Chairman and Executive
Measures—EBITDA and Adjusted EBITDA”.
Director.
(6) This information does not include the “Premio di
(3) Mr. Vigna joined Ferrari as CEO and Executive Director on
Competitività”, which is on top of the fixed remuneration.
September 16, 2021. As a Welcome Bonus for having joined
(*) For information regarding equity-based variable
Ferrari, Mr. Vigna was granted (i) an extraordinary lump
compensation see “Share-Based Compensation of
sum of €1,000,000 and (ii) 16,256 Ferrari common shares,
Executive Directors” below.
301
FERRARI N.V. 2023 ANNUAL REPORT AND FORM 20-FBOARD REPORT SHORT-TERM INCENTIVE OF EXECUTIVE DIRECTORS
In March 2024, the CEO and the Executive Chairman will receive the pay-
out of their short-term incentives for the performance year 2023:
Net Revenues
Adj. EBITDA %
Adj. Operating profit (EBIT)
Industrial Free Cash Flow
Weight %
Payout %
20%
20%
20%
40%
150%
150%
150%
126.7%
The results of linear interpolation is Company Performance Factor
2023 = 140.7%
SHARE-BASED COMPENSATION OF EXECUTIVE DIRECTORS
The following table provides an overview of the outstanding equity in-
centive plans provided to Ferrari executive Directors in 2023:
Name,
position
Main conditions of share award plans
Movements in share awards during 2023
Plan
Performance
Grant
Vesting
Number
Shares
Shares
Shares
Number of
of which are
period
date
date
of
awarded
vested
forfeited/
unvested
subject to
John Elkann,
Equity
2020 - 2022
Executive
Incentive
Chairman
Plan 2020-
2022
Equity
2021 - 2023
Incentive
Plan 2021-
2023
Equity
2022 - 2024
Incentive
Plan 2022-
2024
Equity
2023 - 2025
Incentive
Plan 2023-
2025
Benedetto
Equity
2022 - 2024
Vigna, Chief
Incentive
Executive
Plan 2022-
Officer
2024
Equity
2023 - 2025
Incentive
Plan 2023-
2025
April
2020
March
2023
April
2021
March
2024
April
2022
March
2025
April
2023
March
2026
April
2022
March
2025
April
2023
March
2026
unvested
shares at
January 1,
2023
other
shares at
performance
December
conditions
31, 2023
4,829
—
4,652
177
—
—
4,448
—
—
—
4,448
2,965
5,042
—
—
—
5,042
5,042
—
4,170
—
—
4,170
4,170
15,126
—
—
—
15,126
15,126
—
12,510
—
—
12,510
12,510
302
BOARD REPORTFERRARI N.V. 2023 ANNUAL REPORT AND FORM 20-F In March 2023, 3,042 PSUs and 1,610 RSUs held by the Executive Chair-
man under the Equity Incentive Plan 2020-2022 vested. The evidence of
the level of achievement of the KPIs relating to the PSUs is summarized
in the following table:
EVIDENCE OF THE LEVEL OF THE ACHIEVEMENT
KPY
Actual performance
Pay-out
Relative TSR
(weight 50%)
4th place positioning in the TSR
ranking against the Peer Group
Payout 75%
EBITDA
(weight 30%)
Innovation
(weight 20%)
+5.85% vs 5 years plan
Payout 123.4%
Achievement of launches (70%)
of the Innovation Factor and
technological projects (30%)
of the Innovation Factor
Payout 100%
37.5%
37%
20%
94.5%
PSU total pay-out
In March 2024, the Equity Incentive Plan 2021-2023 will vest and the evi-
dence of the level of the achievement is summarized in the following table:
EVIDENCE OF THE LEVEL OF THE ACHIEVEMENT
KPY
Actual performance
Pay-out
Relative TSR
(weight 50%)
2th place positioning in the TSR
ranking against the Peer Group
Payout 120%
EBITDA
(weight 30%)
Innovation
(weight 20%)
+11.2% vs 5 years plan
Payout 140%
Achievement of launches (70%)
of the Innovation Factor and
technological projects (30%)
of the Innovation Factor
Payout 100%
60%
42%
20%
122%
PSU total pay-out
Threshold, Target and Maximum are presented in the “Equity Incentive
Plan 2021-2023” paragraph.
303
FERRARI N.V. 2023 ANNUAL REPORT AND FORM 20-FBOARD REPORT COMPENSATION OF THE MEMBERS OF THE FLT
CONTROLS AND PROCEDURES
The compensation paid to or accrued during the
year ended December 31, 2023 by Ferrari and its
subsidiaries to the members of the FLT (excluding
the CEO) amounted to €39.1 million in aggregate,
consisting of €26.5 million for salary and €7.6 mil-
lion for other short-term benefits (which is linked
to the FY 2023 performance and represents slight-
ly more than the target set levels), €4.5 million for
share-based compensation in relation to PSUs and
RSUs awarded under the Group’s Equity Incentive
Plans (2021-2023; 2022-2024; 2023-2025) and oth-
er share-based awards, and €0.5 million for the
Group’s contributions to pension funds. The PSU
and RSU awards will vest in March 2024, 2025 and
2026, subject to continued employment and, for the
PSU awards, to the achievement of performance
conditions related to TSR, EBITDA and Innovation
Factor (for LTI Plan 2021-2023) or ESG Factor (for LTI
Plan 2022-2024 and 2023-2025), as described above.
Given: (i) Ferrari’s fourth place positioning in the
TSR ranking against the Peer Group (correspond-
ing to the vesting of 75 percent. of the target PSUs
awarded); (ii) the result of the EBITDA factor payout
(+5.85% vs 5-years plan) and (iii) the achievement of
technological projects (30% of the Innovation Fac-
tor), for the vesting of the Equity Incentive Plan 2020-
2022, which covers the performance period from
2020 to 2022, ending at December 31, 2022, 13,256
PSUs and 9,785 RSUs had vested for FLT members.
DIRECTOR AND OFFICER OVERLAPS
There are overlaps among certain Directors and of-
ficers of Stellantis (formerly FCA) and Exor and our
Directors and officers. These individuals owe du-
ties both to us and to the other companies that they
serve as officers and/or Directors. This may raise
certain conflicts of interest as, for example, these
individuals review opportunities that may be appro-
priate or suitable for both Ferrari and such other
companies, or business transactions are pursued in
which both Ferrari and such other companies have
an interest, such as Ferrari’s arrangement to supply
engines for Maserati cars. For example, Mr. John El-
kann our Executive Chairman, is also the Chairman
of Stellantis and the Chairman and Chief Executive
Officer of Exor. As of February 9, 2024, Exor held ap-
proximately 24.65 percent of our outstanding com-
mon shares and approximately 36.48 percent of the
voting power in the Company, while it holds approx-
imately 14.90 percent of the outstanding common
shares in Stellantis, based on 2024 SEC filings. The
percentages of ownership and voting power above
are calculated based on the number of outstanding
shares net of treasury shares. See “Risk Factors—
Risks related to our Common Shares—We may have
potential conflicts of interest with Stellantis and Exor
and its related companies”.
DISCLOSURE CONTROLS AND PROCEDURES
Under the supervision, and with the participation,
of our management, including our Chief Executive
Officer and Chief Financial Officer, we conducted
an evaluation of the effectiveness of our disclosure
controls and procedures as of December 31, 2023
pursuant to Exchange Act Rule 13a-15(b). Based on
that evaluation, our Chief Executive Officer and Chief
Financial Officer concluded that our disclosure con-
trols and procedures are effective to provide rea-
sonable assurance that information required to be
disclosed in our Exchange Act filings is recorded,
processed, summarized and reported within the
time periods specified in the SEC’s rules and forms
and that such information is accumulated and com-
municated to our management, including our Chief
Executive Officer and Chief Financial Officer, as ap-
propriate, to allow timely decisions regarding re-
quired disclosure.
MANAGEMENT’S REPORT ON INTERNAL
CONTROL OVER FINANCIAL REPORTING
The Company’s management is responsible for es-
tablishing and maintaining adequate internal control
over financial reporting. The Company’s internal
control system was designed to provide reasonable
assurance regarding the preparation and fair pre-
sentation of published financial statements in ac-
cordance with IFRS. All internal control systems, no
matter how well designed, have inherent limitations.
Therefore, even those systems determined to be ef-
fective can provide only reasonable assurance with
respect to financial statement preparation and pre-
sentation in accordance with IFRS.
Management assessed the effectiveness of the
Company’s internal control over financial reporting
as of December 31, 2023, using the criteria set forth
in the “Internal Control - Integrated Framework
(2013)” issued by the Committee of Sponsoring Or-
ganizations of the Treadway Commission (COSO).
Based on that assessment, management believes
that, as of December 31, 2023, the Company’s inter-
nal control over financial reporting was effective.
The Company’s independent registered public
accounting firm has issued an audit report on the ef-
fectiveness of the Company’s internal control over
financial reporting. That report is included herein.
CHANGES IN INTERNAL CONTROL
No change to our internal control over financial re-
porting occurred during the year ended December
31, 2023 that has materially affected, or is reason-
ably likely to materially affect, our internal control
over financial reporting.
304
BOARD REPORTFERRARI N.V. 2023 ANNUAL REPORT AND FORM 20-F 305
FERRARI N.V. 2023 ANNUAL REPORT AND FORM 20-FBOARD REPORT 306
BOARD REPORTFERRARI N.V. 2023 ANNUAL REPORT AND FORM 20-F STATEMENT BY THE BOARD OF DIRECTORS
Based on the assessment performed, the Board of Directors believes
that, as of December 31, 2023, the Group’s and the Company’s Internal
Control over Financial Reporting is considered effective and that (i) the
Board Report provides sufficient insights into any material weaknesses
in the effectiveness of the internal risk management and control sys-
tems (please refer to section “Principal Characteristics of the Internal
Control System and Internal Control over Financial Reporting” of this An-
nual Report), (ii) the internal risk management and control systems are
designed to provide reasonable assurance that the financial reporting
does not contain any material inaccuracies (please refer to section “Prin-
cipal Characteristics of the Internal Control System and Internal Control
over Financial Reporting” of this Annual Report), (iii) based on the current
state of affairs, it is justified that the Group’s and the Company’s financial
reporting is prepared on a going concern basis (please refer to Note 1 to
the Consolidated Financial Statements of this Annual Report and Note 2
to the Company Financial Statements of this Annual Report for additional
information on the basis of preparation), and (iv) the Board Report states
those material risks and uncertainties that are, in the Board of Director’s
judgment, relevant to the expectation of the Company’s continuity for
the period of twelve months after the preparation of the Board Report
(please refer to the chapter “Risk Factors” of this Annual Report).
February 22, 2024
John Elkann
[Executive Chairman]
Benedetto Vigna
[Chief Executive Officer]
307
FERRARI N.V. 2023 ANNUAL REPORT AND FORM 20-FBOARD REPORT 309
00 Lorem Ipsum00 Lorem Ipsum00 Lorem Ipsum00 Lorem Ipsum00 Lorem Ipsum00 Lorem Ipsum00 Lorem Ipsum00 Lorem Ipsum00 Lorem Ipsum00 Lorem Ipsum00 Lorem Ipsum00 Lorem Ipsum00 Lorem Ipsum00 Lorem Ipsum00 Lorem Ipsum00 Lorem Ipsum00 Lorem Ipsum00 Lorem Ipsum00 Lorem Ipsum00 Lorem Ipsum00 Lorem Ipsum00 Lorem Ipsum00 Lorem Ipsum00 Lorem Ipsum00 Lorem Ipsum00 Lorem Ipsum00 Lorem Ipsum00 Lorem Ipsum00 Lorem Ipsum00 Lorem IpsumFINANCIAL STATEMENTS FINANCIAL STATEMENTS
CONSOLIDATED
FINANCIAL
STATEMENT
AT AND FOR THE
YEAR ENDED
DECEMBER 31 2023
312
Consolidated Income
314
Consolidated Statement of
317
Consolidated Statement of
Statement
Financial Position
Changes in Equity
313
Consolidated Statement of
315
Consolidated Statement of
318
Notes to the Consolidated
Comprehensive Income
Cash Flows
Financial Statements
311
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FERRARI N.V.
CONSOLIDATED INCOME STATEMENT
FOR THE YEARS ENDED DECEMBER 31, 2023, 2022 AND 2021
Net revenues
Cost of sales
Selling, general and administrative costs
Research and development costs
Other expenses, net
Result from investments
Operating profit (EBIT)
Financial income
Financial expenses
Financial expenses, net
Profit before taxes
Income tax expense
Net profit
Net profit attributable to:
Owners of the parent
Non-controlling interests
Basic earnings per common share (in €)
Diluted earnings per common share (in €)
For the years ended December 31,
Note
2023
2022
2021
4
5
6
7
8
9
9
9
(€ thousand)
5,970,146
5,095,254
4,270,894
2,995,877
2,648,953
2,080,613
462,580
427,974
348,024
881,559
775,572
768,104
18,898
21,548
6,137
6,175
5,561
6,896
1,617,369
1,227,382
1,075,488
132,319
83,858
42,999
147,334
133,474
76,256
15,015
49,616
33,257
1,602,354
1,177,766
1,042,231
10
344,897
238,472
209,095
1,257,457
939,294
833,136
1,252,048
932,614
830,767
5,409
6,680
2,369
6.91
6.90
5.11
5.09
4.50
4.50
3
12
12
The accompanying notes are an integral part of the Consolidated Financial Statements.
312
FINANCIAL STATEMENTSFERRARI N.V. 2023 ANNUAL REPORT AND FORM 20-F FERRARI N.V.
CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME
FOR THE YEARS ENDED DECEMBER 31, 2023, 2022 AND 2021
For the years ended December 31,
Note
2023
2022
2021
(€ thousand)
Net profit
1,257,457
939,294
833,136
Items that will not be reclassified to the consolidated income
statement in subsequent periods:
Gains/(Losses) on remeasurement of defined benefit plans
Related tax impact
Total items that will not be reclassified to the consolidated
income statement in subsequent periods
Items that may be reclassified to the consolidated income
statement in subsequent periods:
(Losses)/Gains on cash flow hedging instruments
Exchange differences on translating foreign operations
Related tax impact
20
20
20
20
20
221
(52)
169
1,605
(376)
1,229
(463)
110
(353)
(26,284)
92,898
(64,130)
(6,323)
9,798
14,229
6,403
(24,626)
17,960
Total items that may be reclassified to the consolidated income
(26,204)
78,070
(31,941)
statement in subsequent periods
Total other comprehensive (loss)/income, net of tax
(26,035)
79,299
(32,294)
Total comprehensive income
1,231,422
1,018,593
800,842
Total comprehensive income attributable to:
Owners of the parent
Non-controlling interests
1,226,428
1,012,215
797,988
4,994
6,378
2,854
The accompanying notes are an integral part of the Consolidated Financial Statements.
313
FERRARI N.V. 2023 ANNUAL REPORT AND FORM 20-FFINANCIAL STATEMENTS
FERRARI N.V.
CONSOLIDATED STATEMENT OF FINANCIAL POSITION
AT DECEMBER 31, 2023 AND 2022
At December 31,
Note
2023
2022
(€ thousand)
Assets
Goodwill
Intangible assets
Property, plant and equipment
Investments and other financial assets
Deferred tax assets
Total non-current assets
Inventories
Trade receivables
Receivables from financing activities
Tax receivables
Other current assets
Current financial assets
Cash and cash equivalents
Total current assets
Total assets
Equity and liabilities
Equity attributable to owners of the parent
Non-controlling interests
Total equity
Employee benefits
Provisions
Deferred tax liabilities
Debt
Other liabilities
Other financial liabilities
Trade payables
Tax payables
13
14
15
16
10
17
18
18
18
18
19
32
3
20
22
23
10
24
25
19
26
785,182
1,419,699
1,575,200
67,671
217,553
785,182
1,307,388
1,457,825
59,534
203,382
4,065,305
3,813,311
948,514
261,380
674,662
232,414
1,451,158
1,399,997
11,616
130,228
61,130
16,054
153,183
87,301
1,121,981
1,388,901
3,986,007
3,952,512
8,051,312
7,765,823
3,060,888
2,592,857
9,734
9,630
3,070,622
2,602,487
123,045
187,276
136,846
2,477,186
1,022,967
13,539
930,560
89,271
110,807
180,694
126,507
2,811,779
952,025
19,993
902,968
58,563
Total equity and liabilities
8,051,312
7,765,823
The accompanying notes are an integral part of the Consolidated Financial Statements.
314
FINANCIAL STATEMENTSFERRARI N.V. 2023 ANNUAL REPORT AND FORM 20-F
FERRARI N.V.
CONSOLIDATED STATEMENT OF CASH FLOWS
FOR THE YEARS ENDED DECEMBER 31, 2023, 2022 AND 2021
For the years ended December 31,
Note
2023
2022
2021
(€ thousand)
Cash and cash equivalents at the beginning of the year
32
1,388,901
1,344,146
1,362,406
Cash flows from operating activities:
Net profit
Income tax expense
1,257,457
939,294
833,136
10
344,897
238,472
209,095
Amortization and depreciation
14,15
662,305
546,225
455,989
Provision accruals
Result from investments
Financial income
Financial expenses
Other non-cash expenses, net
Change in inventories
Change in trade receivables
Change in trade payables
Change in receivables from financing activities
Change in other operating assets and liabilities
Finance income received
Finance costs paid
Income tax paid
23
64,834
72,331
30,284
(6,137)
(6,175)
(6,896)
(132,319)
(83,858)
(42,999)
147,334
133,474
76,256
79,813
46,653
23,941
(309,564)
(153,890)
(81,309)
(33,381)
(48,400)
1,771
43,277
103,981
72,568
(107,247)
(187,890)
(122,746)
48,642
140,008
(29,840)
32,432
5,158
1,679
(83,243)
(37,351)
(29,202)
9
9
32
17
18
26
27
9
9
10
(292,463)
(304,692)
(109,001)
Total cash flows from operating activities
1,716,637
1,403,340
1,282,726
Cash flows used in investing activities:
Investments in intangible assets
Investments in property, plant and equipment
16
15
(487,148)
(456,894)
(384,827)
(381,762)
(347,725)
(352,316)
Investments in joint ventures
—
(1,367)
—
Proceeds from the sale of property, plant and equipment and
15,16
2,458
578
4,405
intangible assets
Total cash flows used in investing activities
(866,452)
(805,408)
(732,738)
Cash flows used in financing activities:
Proceeds from borrowings from banks and other financial
institutions
Repayments of borrowings from banks and other financial
institutions
Proceeds from securitizations
Repayments of securitizations
Proceeds from other debt
Repayments of other debt
Repayments of lease liabilities
Repayments of bonds and notes
24
24
24
24
24
24
24
24
250,000
8,909
142,344
(72,500)
(55,000)
(20,959)
151,217
218,924
248,714
(49,611)
(72,824)
(177,270)
34,596
34,456
17,265
(35,566)
(23,215)
(25,302)
(17,691)
(16,500)
(21,605)
(575,702)
—
(500,000)
315
FERRARI N.V. 2023 ANNUAL REPORT AND FORM 20-FFINANCIAL STATEMENTS Proceeds from bonds and notes
Dividends paid to owners of the parent
Dividends paid to non-controlling interests
Share repurchases
24
20
20
20
—
—
149,495
(328,631)
(249,522)
(160,101)
(4,890)
(2,266)
(1,354)
(460,629)
(396,522)
(230,899)
Total cash flows used in financing activities
(1,109,407)
(553,560)
(579,672)
Translation exchange differences
(7,698)
383
11,424
Total change in cash and cash equivalents
(266,920)
44,755
(18,260)
Cash and cash equivalents at the end of the year
32
1,121,981
1,388,901
1,344,146
The accompanying notes are an integral part of the Consolidated Financial Statements.
316
FINANCIAL STATEMENTSFERRARI N.V. 2023 ANNUAL REPORT AND FORM 20-F FERRARI N.V.
CONSOLIDATED STATEMENT OF CHANGES IN EQUITY
FOR THE YEARS ENDED DECEMBER 31, 2023, 2022 AND 2021
Share
Retained
Cash flow
Currency
Remeasurement
Equity
Non-
capital
earnings
hedge
translation
of defined
attributable to
controlling
Total
equity
and other
reserve
differences
benefit plans
owners of the
interests
reserves
parent
(€ thousand)
At December 31, 2020
2,573 1,739,380
24,164
28,774
(9,705)
1,785,186
4,018 1,789,204
Net profit
Other comprehensive
income/(loss)
—
—
830,767
—
—
—
830,767
2,369
833,136
—
(46,170)
13,744
(353)
(32,779)
485
(32,294)
Total comprehensive
—
830,767
(46,170)
13,744
(353)
797,988
2,854
800,842
income
Dividends to owners of the
— (160,272)
parent
Dividends to non-controlling
—
—
interests
Share repurchases
— (230,899)
Share-based compensation
Other movements
—
—
13,895
(418)
—
—
—
—
—
—
—
—
—
—
—
—
—
—
(160,272)
— (160,272)
—
(1,354)
(1,354)
(230,899)
— (230,899)
13,895
418
—
—
—
13,895
—
At December 31, 2021
2,573 2,192,453
(22,006)
42,518
(9,640)
2,205,898
5,518 2,211,416
Net profit
Other comprehensive
income/(loss)
—
—
932,614
—
—
—
932,614
6,680
939,294
—
68,272
10,100
1,229
79,601
(302)
79,299
Total comprehensive
—
932,614
68,272
10,100
1,229
1,012,215
6,378 1,018,593
income
Dividends to owners of the
— (249,522)
parent
Dividends to non-controlling
—
—
interests
Share repurchases
— (396,522)
Share-based compensation
Other movements
—
—
20,860
(112)
(33)
—
—
—
—
—
—
—
—
—
—
—
—
—
73
(249,522)
— (249,522)
—
(2,266)
(2,266)
(396,522)
— (396,522)
20,860
(72)
—
—
20,860
(72)
At December 31, 2022
2,573 2,499,771
46,233
52,618
(8,338)
2,592,857
9,630 2,602,487
Net profit
— 1,252,048
—
—
—
1,252,048
5,409
1,257,457
Other comprehensive
—
—
(19,881)
(5,908)
169
(25,620)
(415)
(26,035)
income/(loss)
Total comprehensive
— 1,252,048
(19,881)
(5,908)
169
1,226,428
4,994 1,231,422
income
Dividends to owners of the
— (328,631)
parent
Dividends to non-controlling
—
—
interests
Share repurchases
— (460,629)
Share-based compensation
—
30,863
—
—
—
—
—
—
—
—
—
—
—
—
(328,631)
— (328,631)
—
(4,890)
(4,890)
(460,629)
— (460,629)
30,863
—
30,863
At December 31, 2023
2,573 2,993,422
26,352
46,710
(8,169)
3,060,888
9,734 3,070,622
The accompanying notes are an integral part of the Consolidated Financial Statements.
317
FERRARI N.V. 2023 ANNUAL REPORT AND FORM 20-FFINANCIAL STATEMENTS (1)
BACKGROUND AND BASIS OF
PREPARATION
BACKGROUND
Ferrari is among the world’s leading luxury brands.
The activities of Ferrari N.V. (herein referred to as
“Ferrari” or the “Company” and together with its
subsidiaries the “Group”) and its subsidiaries are
focused on the design, engineering, production
and sale of luxury performance sports cars. The
cars are designed, engineered and produced in Ma-
ranello and Modena, Italy and sold in approximately
60 markets worldwide through a network of 178
authorized dealers operating 196 points of sale.
The Ferrari brand is licensed to a selected number
of producers and retailers of luxury and lifestyle
goods, with Ferrari branded merchandise also sold
through a network of 14 Ferrari-owned directly
operated stores and 2 franchised stores (as of De-
cember 31, 2023), as well as on Ferrari’s website. To
facilitate the sale of new and pre-owned cars, the
Group provides various forms of financing to cli-
ents, as well as to dealers in certain territories, di-
rectly or through cooperation or other agreements
with financial institutions. Ferrari also participates
in the Formula 1 World Championship through
its team Scuderia Ferrari and the World Endur-
ance Championship through its Ferrari endurance
teams. Ferrari’s racing activities are a core element
of Ferrari marketing and promotional activities, as
well as an important source of innovation to sup-
port the technological advancement of Ferrari’s
product portfolio.
BASIS OF PREPARATION
AUTHORIZATION OF CONSOLIDATED FINANCIAL
STATEMENTS AND COMPLIANCE WITH
INTERNATIONAL FINANCIAL REPORTING
STANDARDS
These consolidated financial statements of Ferrari
N.V. were authorized for issuance by the Board of Di-
rectors on February 22, 2024.
The consolidated financial statements have been
prepared in accordance with the International Finan-
cial Reporting Standards (“IFRS”) as issued by the In-
ternational Accounting Standards Board (“IASB”), as
well as IFRS as adopted by the European Union. There
is no effect on these consolidated financial state-
ments resulting from differences between IFRS as
issued by the IASB and IFRS as adopted by the Euro-
pean Union. The designation IFRS also includes Inter-
national Accounting Standards (“IAS”) as well as the
interpretations of the International Financial Report-
ing Interpretations Committee (“IFRIC” and “SIC”).
The consolidated financial statements are pre-
pared on a going concern basis and applying the
historical cost method, modified as required by IFRS
for the measurement of certain financial instru-
ments, which are generally measured at fair value.
The Group’s presentation currency is the Euro,
which is also the functional currency of the Compa-
ny, and unless otherwise stated amounts are pre-
sented in thousands of Euro.
(2)
MATERIAL ACCOUNTING POLICIES
FORMAT OF THE FINANCIAL STATEMENTS
The consolidated financial statements include the
consolidated income statement, consolidated state-
ment of comprehensive income, consolidated state-
ment of financial position, consolidated statement
of cash flows, consolidated statement of changes in
equity and the accompanying notes (referred to col-
lectively as the “Consolidated Financial Statements”).
For presentation of the consolidated income
statement, the Group uses a classification based on
the function of expenses, as it is more representa-
tive of the format used for internal reporting and
management purposes and is consistent with inter-
national practice. In the consolidated income state-
ment, the Group presents a subtotal for its operat-
ing profit before interest and taxes which is named
operating profit (EBIT). Operating profit (EBIT) dis-
tinguishes between the profit before taxes arising
from operating items and those arising from financ-
ing activities. Operating profit (EBIT) is one of the pri-
mary measures used by the Board of Directors (the
Group’s “Chief Operating Decision Maker” as defined
in IFRS 8 — Operating Segments) to assess perfor-
mance and allocate resources. Starting in 2023, the
Company also disaggregates financial income and
financial expense in the consolidated income state-
ment, as already reported in the related note disclo-
sures. This information was previously presented
on a net basis in the consolidated income statement
and on a gross basis in the related note disclosures.
For presentation of the consolidated statement
of financial position, a mixed format has been se-
lected to present current and non-current assets
and liabilities, as permitted by IAS 1 paragraph 60.
More specifically, the Consolidated Financial State-
ments include both industrial and financial services
activities. Receivables from financing activities are
included in current assets as the investments will be
realized in their normal operating cycle. The funding
for financial services activities is primarily obtained
through securitization programs and funding from
certain of the Group’s operating companies. This fi-
nancial service structure within the Group does not
allow the separation of financial liabilities funding the
financial services operations (whose assets are re-
ported within current assets) and those funding the
industrial operations. Presentation of financial liabili-
ties as current or non-current based on their date of
maturity would not facilitate a meaningful compari-
318
FINANCIAL STATEMENTSFERRARI N.V. 2023 ANNUAL REPORT AND FORM 20-F son with financial assets, which are categorized on
the basis of their normal operating cycle. Disclosure
as to the due date of the various components of debt
is provided in Note 24.
The consolidated statement of cash flows is pre-
sented using the indirect method. Starting in 2023,
the Company also disaggregates proceeds and re-
payments of debt (securitizations, banks and other
financial institutions, other debt) in the consolidated
statement of cash flows, as already reported in the
related debt note disclosures. This information was
previously presented on a net basis in the consoli-
dated statement of cash flows and on a gross basis
in the related debt note disclosures.
NEW STANDARDS AND AMENDMENTS
EFFECTIVE FROM JANUARY 1, 2023
The following new standards and amendments ef-
fective from January 1, 2023 were adopted by the
Group for the preparation of these Consolidated Fi-
nancial Statements.
In May 2017, the IASB issued IFRS 17 — Insur-
ance Contracts, which establishes principles for
the recognition, measurement, presentation and
disclosure of insurance contracts issued as well
as guidance relating to reinsurance contracts held
and investment contracts with discretionary partic-
ipation features issued. In June 2020 the IASB issued
amendments to IFRS 17 aimed at helping companies
implement IFRS 17 and make it easier for compa-
nies to explain their financial performance. The new
standard and amendments are effective on or after
January 1, 2023. There was no effect from the adop-
tion of these amendments.
In February 2021, the IASB issued amendments
to IAS 1 — Presentation of Financial Statements and
IFRS Practice Statement 2: Disclosure of Accounting
Policies which require companies to disclose their
material accounting policy information rather than
their significant accounting policies and provide
guidance on how to apply the concept of material-
ity to accounting policy disclosures. These amend-
ments are effective on or after January 1, 2023. Cer-
tain accounting policy disclosures were updated a
result of the adoption of these amendments.
In February 2021, the IASB issued amendments
to IAS 8 — Accounting Policies, Changes in Account-
ing Estimates and Errors: Definition of Accounting
Estimates which clarify how companies should dis-
tinguish changes in accounting policies from chang-
es in accounting estimates. These amendments are
effective on or after January 1, 2023. There was no
effect from the adoption of these amendments.
In May 2021, the IASB issued amendments to IAS
12 — Income Taxes: Deferred Tax related to Assets
and Liabilities Arising From a Single Transaction that
clarify how companies account for deferred tax on
transactions such as leases and decommissioning
obligations. These amendments are effective on or
after January 1, 2023. There was no effect from the
adoption of these amendments.
In December 2021, the IASB issued amendments to
IFRS 17 — Insurance Contracts: Initial Application of
IFRS 17 and IFRS 9 - Comparative Information, which
provides a transition option relating to comparative
information about financial assets presented on ini-
tial application of IFRS 17. The amendment is aimed
at helping entities to avoid temporary accounting
mismatches between financial assets and insur-
ance contract liabilities, and therefore improve the
usefulness of comparative information for users of
financial statements. The amendment is effective on
or after January 1, 2023. There was no effect from
the adoption of these amendments.
In June 2020, the IASB issued amendments to
IFRS 4 — Insurance Contracts which defer the expi-
ry date of the temporary exemption from applying
IFRS 9 to annual periods beginning on or after Jan-
uary 1, 2023. There was no effect from the adoption
of these amendments.
In May 2023, the IASB issued amendments to IAS
12 — Income taxes: International Tax Reform – Pillar
Two Model Rules, to clarify the application of IAS 12
— Income taxes to income taxes arising from tax law
enacted or substantively enacted to implement the
Organisation for Economic Co-operation and Devel-
opment (OECD)/G20 Inclusive Framework on Base
Erosion and Profit Shifting (BEPS) Pillar Two model
rules (Pillar Two income taxes). The amendments in-
troduce: (i) a mandatory temporary exception to the
accounting for deferred taxes arising from the juris-
dictional implementation of the Pillar Two model rules,
which was effective immediately upon issuance of
the amendment, and (ii) disclosure requirements for
affected entities to help users of the financial state-
ments better understand an entity’s exposure to Pillar
Two income taxes arising from that legislation, partic-
ularly before the effective date of the Pillar Two model
rules, which apply for annual reporting periods begin-
ning on or after January 1, 2023, but not for any interim
periods ending on or before December 31, 2023. The
Group started applying the mandatory temporary ex-
ception to accounting for deferred taxes arising from
the Pillar Two model rules on its effective date.
The Pillar Two model rules introduce a mini-
mum effective taxation of 15 percent on a jurisdic-
tional basis for multinational enterprise groups and
large-scale domestic groups with annual revenues
of at least €750 million in their consolidated finan-
cial statements in at least two of the four prior fiscal
years. Many countries where the Group operates
have enacted domestic tax legislation for the Pillar
Two model rules that are effective from January 1,
2024, including Italy, the Netherlands, France, Ger-
many, Japan, Switzerland and the UK. The Group did
not recognize any tax expense or liability relating to
Pillar Two in 2023 as the legislation was not in effect
at the reporting date. The Pillar Two model rules are
complex and management is in the process of as-
sessing and determining its impact on the Group, if
any, and based on the information available to date,
management does not expect any material impacts
for the Group as a result of the legislation.
319
FERRARI N.V. 2023 ANNUAL REPORT AND FORM 20-FFINANCIAL STATEMENTS NEW STANDARDS, AMENDMENTS AND
INTERPRETATIONS NOT YET EFFECTIVE
The standards, amendments and interpretations is-
sued by the IASB that will have mandatory applica-
tion in 2024 or subsequent years are listed below:
In January 2020, the IASB issued amendments to
IAS 1 — Presentation of Financial Statements: Clas-
sification of Liabilities as Current or Non-Current to
clarify how to classify debt and other liabilities as
current or non-current, and in particular how to clas-
sify liabilities with an uncertain settlement date and
liabilities that may be settled by converting to equity.
These amendments are effective on or after Janu-
ary 1, 2024. The Group does not expect any material
impact from the adoption of these amendments.
In September 2022, the IASB issued amendments
to IFRS 16 — Leases: Liability in a Sale and Leaseback
to improve the requirements for sale and leaseback
transactions, which specify the measurement of the
liability arising in a sale and leaseback transaction,
to ensure the seller-lessee does not recognize any
amount of the gain or loss that relates to the right
of use it retains. These amendments are effective
on or after January 1, 2024. The Group does not ex-
pect any material impact from the adoption of these
amendments.
In October 2022, the IASB issued amendments
to IAS 1 — Presentation of Financial Statements:
Non-current Liabilities with Covenants, that clarify
how conditions with which an entity must comply
within twelve months after the reporting period
affect the classification of a liability. These amend-
ments are effective on or after January 1, 2024. The
Group does not expect any material impact from the
adoption of these amendments.
In May 2023, the IASB issued amendments to IAS
7 — Statement of Cash Flows and IFRS 7 — Financial
Instruments: Disclosures: Supplier Finance Arrange-
ments, that introduce new disclosure requirements
to enhance the transparency and usefulness of the
information provided by entities about supplier fi-
nance arrangements and are intended to assist
users of financial statements in understanding the
effects of supplier finance arrangements on an en-
tity’s liabilities, cash flows and exposure to liquidity
risk. The amendments are effective on or after Janu-
ary 1, 2024. The Group is evaluating the potential im-
pact from the adoption of these amendments.
In August 2023, the IASB issued amendments to
IAS 21 — The Effects of Changes in Foreign Exchange
Rates: Lack of Exchangeability, to clarify how an en-
tity has to apply a consistent approach to assessing
whether a currency is exchangeable into another
currency and, when it is not, to determine the ex-
change rate to use and the disclosures to provide.
These amendments are effective on or after Janu-
ary 1, 2025. The Group does not expect any material
impact from the adoption of these amendments.
BASIS OF CONSOLIDATION
SUBSIDIARIES
Subsidiaries are entities over which the Group has
control. Control is achieved when the Group has
power over the investee, when it is exposed to, or
has rights to, variable returns from its involvement
with the investee, and has the ability to use its pow-
er over the investee to affect the amount of the in-
vestor’s returns. Subsidiaries are consolidated on a
line by line basis from the date on which the Group
achieves control. The Group reassesses whether or
not it controls an investee if facts and circumstanc-
es indicate that there are changes to one or more of
the three elements of control listed above.
The Group recognizes any non-controlling inter-
ests (“NCI”) in the acquiree on an acquisition-by-ac-
quisition basis, either at fair value or at the non-con-
trolling interest’s share of the recognized amounts
of the acquiree’s identifiable net assets. Net profit
or loss and each component of other comprehen-
sive income/(loss) are attributed to the owners of
the parent and to the non-controlling interests. Total
comprehensive income/(loss) of subsidiaries is at-
tributed to owners of the parent and to the non-con-
trolling interests even if this results in the non-con-
trolling interests having a deficit balance.
All intra-group balances and transactions and
any unrealized gains and losses arising from in-
tra-group transactions are eliminated in preparing
the Consolidated Financial Statements.
Subsidiaries are deconsolidated from the date
when control ceases. When the Group ceases to
have control over a subsidiary, it derecognizes the
assets (including any goodwill) and liabilities of the
subsidiary at their carrying amounts, derecognizes
the carrying amount of non-controlling interests in
the former subsidiary and recognizes the fair value
of any consideration received from the transaction.
Any retained interest in the former subsidiary is then
remeasured to its fair value.
INTERESTS IN ASSOCIATES
An associate is an entity over which the Group has
significant influence. Significant influence is the pow-
er to participate in the financial and operating policy
decisions of the investee but without having control
or joint control over those policies. Associates are ac-
counted for using the equity method of accounting
from the date significant influence is obtained.
Under the equity method, the investments are
initially recognized at cost and adjusted thereafter to
recognize the Group’s share of the profit/(loss) and
other comprehensive income/(loss) of the investee.
The Group’s share of the investee’s profit/(loss) is
recognized in the consolidated income statement.
Distributions received from an investee reduce the
carrying amount of the investment. Post-acquisition
movements in other comprehensive income/(loss)
are recognized in other comprehensive income/
320
FINANCIAL STATEMENTSFERRARI N.V. 2023 ANNUAL REPORT AND FORM 20-F (loss) with a corresponding adjustment to the carry-
ing amount of the investment.
Unrealized gains on transactions between the
Group and its associates are eliminated to the ex-
tent of the Group’s interest in the associate. Unre-
alized losses are also eliminated unless the trans-
action provides evidence of an impairment of the
asset transferred.
When the Group’s share of the losses of an as-
sociate exceeds the Group’s interest in that associ-
ate, the Group discontinues recognizing its share of
further losses. Additional losses are provided for,
and a liability is recognized, only to the extent that
the Group has incurred legal or constructive obliga-
tions or made payments on behalf of the associate.
The Group discontinues the use of the equity
method from the date the investment ceases to be an
associate or when it is classified as available-for-sale.
INTERESTS IN JOINT OPERATIONS
A joint operation is a joint arrangement whereby the
parties that have joint control of the arrangement
have rights to the assets and obligations for the lia-
bilities, relating to the arrangement. Joint control is
the contractually agreed sharing of control of an ar-
rangement, which exists only when decisions about
the relevant activities require the unanimous con-
sent of the parties sharing control.
When the Group undertakes its activities under
joint operations, it recognizes in relation to its inter-
est in the joint operation: (i) its assets, including its
share of any assets held jointly, (ii) its liabilities, in-
cluding its share of any liabilities incurred jointly,
(iii) its revenue from the sale of its share of the out-
put arising from the joint operation, (iv) its share of
the revenue from the sale of the output by the joint
operation, and (v) its expenses, including its share of
any expenses incurred jointly.
FOREIGN CURRENCY TRANSACTIONS
The functional currency of the Group’s entities is the
currency of their primary economic environment.
In individual companies, transactions in foreign cur-
rencies are recorded at the exchange rate prevail-
ing at the date of the transaction. Monetary assets
and liabilities denominated in foreign currencies
at the balance sheet date are translated at the for-
eign currency exchange rate prevailing at that date.
Exchange differences arising on the settlement of
monetary items or on reporting monetary items at
rates different from those at which they were initial-
ly recorded during the period or in previous finan-
cial statements are recognized in the consolidated
income statement.
CONSOLIDATION OF FOREIGN ENTITIES
All assets and liabilities of foreign consolidated com-
panies with a functional currency other than the
Euro are translated using the closing rates at the
date of the consolidated statement of financial posi-
tion. Income and expenses are translated into Euro
at the average foreign currency exchange rate for
the period. Translation differences resulting from
the application of this method are classified as cur-
rency translation differences within other compre-
hensive income/(loss) until the disposal of the invest-
ment. Average foreign currency exchange rates for
the period are used to translate the cash flows of
foreign subsidiaries in preparing the consolidated
statement of cash flows.
Goodwill, assets acquired and liabilities assumed
arising from the acquisition of entities with a func-
tional currency other than the Euro are recognized
in the Consolidated Financial Statements in the func-
tional currency and translated at the foreign currency
exchange rate at the acquisition date. These balanc-
es are translated at subsequent balance sheet dates
at the relevant foreign currency exchange rate. The
principal foreign currency exchange rates used to
translate other currencies into Euro were as follows:
2023
2022
2021
Average
At December 31,
Average
At December 31,
Average
At December 31,
U.S. Dollar
Pound Sterling
Swiss Franc
1.0814
0.8699
0.9717
1.1050
0.8691
0.9260
1.0530
0.8528
1.0047
1.0666
1.1827
0.8869
0.8596
0.9847
1.0811
1.1326
0.8403
1.0331
Japanese Yen
151.8540
156.3300
138.0274
140.6600
129.8767
130.3800
Chinese Yuan
Australian Dollar
Singapore Dollar
Canadian Dollar
7.6568
1.6283
1.4521
1.4595
Hong Kong Dollar
8.4663
7.8509
1.6263
1.4591
1.4642
8.6314
7.0788
1.5167
1.4512
1.3695
8.2451
321
7.3582
1.5693
1.4300
1.4440
8.3163
7.6282
1.5749
1.5891
1.4826
9.1932
7.1947
1.5615
1.5279
1.4393
8.8333
FERRARI N.V. 2023 ANNUAL REPORT AND FORM 20-FFINANCIAL STATEMENTS INTANGIBLE ASSETS
PATENTS, CONCESSIONS AND LICENSES
GOODWILL
Goodwill is not amortized, but is tested for impair-
ment annually or more frequently if events or chang-
es in circumstances indicate that it might be im-
paired. After initial recognition, goodwill is measured
at cost less any accumulated impairment losses.
DEVELOPMENT COSTS
Development costs for car project production and
related components, engines and systems are rec-
ognized as an asset if, and only if, the required con-
ditions under IAS 38 — Intangible Assets are met,
including, among others: (i) that development costs
can be measured reliably, (ii) that the technical fea-
sibility of the product, volumes and pricing support
the view that the development expenditure will gen-
erate future economic benefits, and (iii) the Group
has the intention to complete the development and
the ability to use the intangible asset. Capitalized de-
velopment costs include all direct and indirect costs
that may be directly attributed to the development
process. All other research and development costs
are expensed as incurred, net of any government
grants received.
Capitalized development costs are amortized
on a straight-line basis from the start of production
over the estimated lifecycle of the model or the use-
ful life of the related components or other assets
(generally between four and eight years). Increas-
ing an asset’s expected lifecycle or its residual value
would result in a reduced amortization charge in the
consolidated income statement.
The Group incurs significant research and de-
velopment costs also for its Formula 1 racing ac-
tivities. These costs are considered fundamental to
the development of the road and track car models
and prototypes. Technological developments and
changes in the regulations of the Formula 1 World
Championship generally require the Group to de-
sign, develop and construct a new racing car to be
used for one year only. The costs incurred for the
design, development and construction of a new
racing car are generally expensed as incurred un-
less the technology will be used for more than one
year and the costs meet the capitalization criteria
in IAS 38.
Separately acquired patents, concessions and li-
censes are initially recognized at cost. Patents,
concessions and licenses acquired in a business
combination are initially recognized at fair value. Pat-
ents, concessions and licenses are amortized on a
straight-line basis over their useful economic lives,
which is generally between three and five years.
OTHER INTANGIBLE ASSETS
Other intangible assets mainly relate to the regis-
tration of trademarks and have been recognized in
accordance with IAS 38 — Intangible Assets, where
it is probable that the use of the asset will generate
future economic benefits for the Group and where
the cost of the asset can be measured reliably. Oth-
er intangible assets are measured at cost less any
impairment losses and amortized on a straight-line
basis over their estimated life, which is generally be-
tween three and five years.
PROPERTY, PLANT AND EQUIPMENT
COST
Property, plant and equipment is initially recognized
at cost which comprises the purchase price, any
costs directly attributable to bringing the assets to
the location and condition necessary to be capable of
operating in the manner intended by management,
capitalized borrowing costs and any initial estimate
of the costs of dismantling and removing the item
and restoring the site on which it is located. Self-con-
structed assets are initially recognized at production
cost. Subsequent expenditures and the cost of re-
placing parts of an asset are capitalized only if they
increase the future economic benefits embodied in
that asset. All other expenditures are expensed as
incurred. When such replacement costs are cap-
italized, the carrying amount of the parts that are
replaced is recognized as a loss in the period of re-
placement in the consolidated income statement.
DEPRECIATION
Depreciation is calculated on a straight-line basis over
the estimated useful lives of the assets, as follows:
Industrial buildings
Plant, machinery and equipment
Other assets
Depreciation rates
3% - 20%
5% - 22%
12% - 25%
322
FINANCIAL STATEMENTSFERRARI N.V. 2023 ANNUAL REPORT AND FORM 20-F Land is not depreciated. If the asset being depreci-
ated consists of separately identifiable components
whose useful lives differ from that of the other parts
making up the asset, depreciation is charged sepa-
rately for each of its component parts through appli-
cation of the ‘component approach’.
LEASES
The Group recognizes a right-of-use asset and a
corresponding lease liability at the date at which
the leased asset is available for use. Each lease pay-
ment is allocated between the principal liability and
finance costs. Finance costs are charged to the con-
solidated income statement over the lease period
using the effective interest rate method. The right-
of-use asset is depreciated on a straight-line basis
over the lease term.
Right-of-use assets are measured at cost com-
prising the following: (i) the amount of the initial mea-
surement of lease liability; (ii) any lease payments
made at or before the commencement date less any
lease incentives received; (iii) any initial direct costs
and, if applicable, (iv) restoration costs. Payments as-
sociated with short-term leases and leases of low-val-
ue assets are recognized as an expense in the con-
solidated income statement on a straight-line basis.
Lease liabilities are measured at the net present
value of the following: (i) fixed lease payments, (ii)
variable lease payments that are based on an index
or a rate and, if applicable, (iii) amounts expected to
be payable by the lessee under residual value guar-
antees, and (iv) the exercise price of a purchase op-
tion if the lessee is reasonably certain to exercise
that option. Lease liabilities do not include any non-
lease components that may be included in the relat-
ed contracts.
Lease payments are discounted using the inter-
est rate implicit in the lease. If that rate cannot be de-
termined, the Group’s incremental borrowing rate
is used, being the rate that the Group would have
to pay to borrow the funds necessary to obtain an
asset of similar value in a similar economic environ-
ment with similar terms and conditions.
Some lease contracts contain variable payment
terms that are linked to sales generated from Fer-
rari stores. Variable lease payments that depend
on sales are recognized in the consolidated income
statement in the period in which the condition that
triggers those payments occurs.
Extension and termination options are includ-
ed in a number of leases related to Ferrari stores,
warehouses and machinery and equipment of the
Group. In determining the lease term, management
considers all facts and circumstances that create an
economic incentive to exercise an extension option,
or not exercise a termination option. Extension op-
tions (or periods after termination options) are only
included in the lease term if the lease is reasonably
certain to be extended (or not terminated).
BORROWING COSTS
General and specific borrowing costs directly at-
tributable to the acquisition, construction or pro-
duction of qualifying assets, which are assets that
necessarily take a substantial period of time to get
ready for their intended use, are added to the cost of
those assets, until such time as the assets are sub-
stantially ready for their intended use.
All other borrowing costs are expensed in finan-
cial expenses if related to the Group’s industrial ac-
tivities or cost of sales if related to the Group’s finan-
cial services activities in the consolidated income
statement, as incurred.
IMPAIRMENT OF ASSETS
The Group continuously monitors its operations to
assess whether there is any indication that its in-
tangible assets (including development costs) and
its property, plant and equipment may be impaired.
Goodwill is tested for impairment annually or more
frequently, if there is an indication that an asset may
be impaired.
If indications of impairment are present, the car-
rying amount of the asset is reduced to its recov-
erable amount, which is the higher of fair value less
costs of disposal and its value in use. The recover-
able amount is determined for the individual asset,
unless the asset does not generate cash inflows that
are largely independent of the cash inflows from
other assets or groups of assets, in which case the
asset is tested as part of the cash-generating unit
(“CGU”) to which the asset belongs. A CGU is the
smallest identifiable group of assets that generates
cash inflows that are largely independent of the
cash inflows from other assets or groups of assets.
In assessing the value in use of an asset or CGU, the
estimated future cash flows are discounted to their
present value using a discount rate that reflects cur-
rent market assessments of the time value of money
and the risks specific to the asset or CGU. An impair-
ment loss is recognized if the recoverable amount is
lower than the carrying amount.
Where an impairment loss for assets other than
goodwill, subsequently no longer exists or has de-
creased, the carrying amount of the asset or CGU is
increased to the revised estimate of its recoverable
amount, but not in excess of the carrying amount
that would have been recorded had no impairment
loss been recognized. The reversal of an impairment
loss is recognized in the consolidated income state-
ment immediately.
FINANCIAL INSTRUMENTS
PRESENTATION
Current financial assets include trade receivables,
receivables from financing activities, derivative fi-
nancial instruments, other current financial assets
and cash and cash equivalents.
323
FERRARI N.V. 2023 ANNUAL REPORT AND FORM 20-FFINANCIAL STATEMENTS Investments and other financial assets include invest-
ments accounted for using the equity method as well
as other securities and non-current financial assets.
Financial liabilities include debt (which primarily
includes bonds, notes, asset-backed financing (se-
curitizations) and borrowings from banks), trade
payables and other financial liabilities, which mainly
include derivative financial instruments.
MEASUREMENT
Financial assets, other than investments account-
ed for using the equity method, and financial liabil-
ities are measured in accordance with IFRS 9 - Fi-
nancial Instruments.
Except for investments accounted for using the
equity method, the Group initially measures finan-
cial assets at fair value plus, in the case of financial
assets not measured at fair value through profit or
loss, transaction costs.
Equity instruments held by the Group are rec-
ognized at fair value through profit or loss. When
market prices are not directly available, the fair
value is measured using appropriate valuation
techniques (e.g. discounted cash flow analysis
based on market information available at the bal-
ance sheet date).
Trade receivables and receivables from financ-
ing activities are originated in the ordinary course of
business and held within a business model with the
objective to hold the receivables in order to collect
contractual cash flows that meet the ‘solely pay-
ments of principal and interest’ criterion under IFRS
9, therefore they are measured at amortized cost
using the effective interest rate method. Receiv-
ables with maturities greater than one year are dis-
counted to present value.
Assessments are made regularly as to whether
there is any objective evidence that a financial asset
or group of financial assets may be impaired. If any
such evidence exists, an impairment loss is recog-
nized within selling, general and administrative costs
for trade receivables and within cost of sales for re-
ceivables from financing activities. Under IFRS 9, a
forward-looking expected credit loss model must
be applied when assessing impairment. In making
impairment assessments for trade receivables and
receivables from financing activities that are with-
in the scope of IFRS 16, the Group applies the sim-
plified approach to estimate the lifetime expected
credit losses and considers its historical credit loss
experience, adjusted for forward-looking factors
specific to the nature of the Group’s receivables and
economic environment.
For all other receivables from financing activi-
ties, the Group applies the general approach, which
requires the application of a three-stage model
to assess whether there has been a significant in-
crease in credit risk on the financial instrument
since initial recognition. Based on an internal analy-
sis performed by management, the loss allowance
calculated for such receivables is not materially dif-
ferent if calculated using the general approach or
the simplified approach.
Stage
Description
Time period for measurement of ECL
Stage 1
A financial instrument that is not credit-impaired on initial recognition
12-month ECL
Stage 2
A financial instrument with a significant increase in credit risk since initial
Lifetime ECL
recognition
Stage 3
A financial instrument that is credit-impaired or has defaulted
Lifetime ECL
The Group considers a default to occur and a signif-
icant increase in credit risk to occur when the coun-
terparty fails to make contractual payments within
a certain number of days of when they fall due. For
example, for receivables from financing activities
this typically occurs when the counterparty fails to
make contractual payments within 60 days of when
the related receivables fall due, while for trade re-
ceivables this is assessed on a case by case basis.
Receivables are written off when the counter-
party fails to make contractual payments and there
is no reasonable expectation of recovery, and in any
circumstance no later than 360 days. When trade
receivables or receivables from financing activities
have been written off, the Company may continue
to engage in enforcement actions to attempt to re-
cover the receivables. Receivables from financing
activities are generally secured on the title of cars
or other guarantees.
Financial liabilities, with the exception of derivative
financial instruments, are measured at amortized
cost using the effective interest rate method.
DERIVATIVE FINANCIAL INSTRUMENTS
Derivative financial instruments are used for eco-
nomic hedging purposes only in order to reduce
financial risks and in particular, foreign curren-
cy risks. Derivative financial instruments qualify
for hedge accounting only when at the inception
of the hedge there is formal designation and doc-
umentation of the hedging relationship, the hedge
is expected to be highly effective, its effectiveness
can be reliably measured and it is highly effective
throughout the financial reporting periods for
which it is designated.
All derivative financial instruments are mea-
sured at fair value.
324
FINANCIAL STATEMENTSFERRARI N.V. 2023 ANNUAL REPORT AND FORM 20-F When derivative financial instruments qualify for
hedge accounting, the following accounting treat-
ments apply:
CASH FLOW HEDGES
Where a derivative financial instrument is desig-
nated as a hedge of the exposure to variability in fu-
ture cash flows of a recognized asset or liability or
a highly probable forecasted transaction and could
affect the consolidated income statement, the ef-
fective portion of any gain or loss on the derivative
financial instrument is recognized directly in other
comprehensive income/(loss). The cumulative gain
or loss is reclassified from other comprehensive in-
come/(loss) to the consolidated income statement at
the same time as the economic effect arising from
the hedged item affects the consolidated income
statement. The gain or loss associated with a hedge
or part of a hedge that has become ineffective is
recognized in the consolidated income statement
immediately within net financial income/expenses.
When a hedging instrument or hedge relationship
is terminated but the hedged transaction is still ex-
pected to occur, the cumulative gain or loss realized
to the point of termination remains in other com-
prehensive income/(loss) and is recognized in the
consolidated income statement at the same time
as the underlying transaction occurs. If the hedged
transaction is no longer probable, the cumulative
unrealized gain or loss held in other comprehensive
income/(loss) is recognized in the consolidated in-
come statement immediately.
The Group does not use fair value hedges or
hedges of a net investment.
If hedge accounting cannot be applied, the gains
or losses from the fair value measurement of deriv-
ative financial instruments are recognized immedi-
ately within financial expenses.
In the case of a transfer of receivables, if the Group
transfers substantially all the risks and rewards of
ownership of the receivables, it derecognizes the
receivables and separately recognizes as assets or
liabilities any rights and obligations created or re-
tained in the transfer. On derecognition of the re-
ceivables, the difference between their carrying
amount and the consideration received or receiv-
able for the transfer of the receivables is recognized
within cost of sales for receivables from financing
activities and within financial income or financial ex-
penses for trade receivables.
TRADE RECEIVABLES
Trade receivables are amounts due from clients
for goods sold or services provided in the ordinary
course of business. Trade receivables are recog-
nized initially at fair value and subsequently mea-
sured at amortized cost using the effective interest
rate method, less any provision for allowances.
INVENTORIES
Inventories of raw materials, semi-finished products
and finished goods are stated at the lower of cost
and net realizable value, cost being determined on
a first-in first-out (FIFO) basis. The measurement of
inventories includes the direct costs of materials, la-
bor and indirect costs (variable and fixed). Purchase
costs include ancillary costs. Prototypes are recog-
nized at their estimated realizable value, if lower than
production cost. Provision is made for obsolete and
slow-moving raw materials, finished goods, spare
parts and other supplies based on their expected fu-
ture use and realizable value. Net realizable value is
the estimated selling price in the ordinary course of
business less the estimated costs of completion and
the estimated costs for sale and distribution.
TRANSFERS OF FINANCIAL ASSETS
CASH AND CASH EQUIVALENTS
The Group sells certain of its receivables from fi-
nancing activities under securitization programs.
Securitization transactions involve the sale of finan-
cial receivables to a special purpose vehicle, which
in turn finances the purchase of such financial re-
ceivables by issuing asset-backed securities in the
form of notes whose repayment of principal and in-
terest depends on the cash flows generated by the
related financial receivables. The receivables sold
as part of securitization programs are consolidat-
ed until collection from the customer as they do not
meet the requirements for derecognition in accor-
dance with IFRS 9.
The Group may also sell certain of its trade re-
ceivables through factoring transactions without
recourse. The Group derecognizes the trade receiv-
ables when, and only when, the contractual rights
and risks to the cash flows arising from the related
trade receivables are no longer held or the Group
has transferred the financial assets.
Cash and cash equivalents includes cash in hand, de-
posits held at call with banks and other short-term
highly liquid investments with original maturities of
three months or less.
EMPLOYEE BENEFITS
DEFINED CONTRIBUTION PLANS
Costs arising from defined contribution plans are
expensed as incurred.
DEFINED BENEFIT PLANS
The Group’s net obligations are determined sepa-
rately for each plan by estimating the present val-
ue of future benefits that employees have earned
in the current and prior periods, and deducting the
fair value of any plan assets. The present value of the
defined benefit obligation is measured using actu-
325
FERRARI N.V. 2023 ANNUAL REPORT AND FORM 20-FFINANCIAL STATEMENTS arial techniques and actuarial assumptions that are
unbiased and mutually compatible and attributes
benefits to periods in which the obligation to provide
post-employment benefits arise by using the Pro-
jected Unit Credit Method.
The components of the defined benefit cost are
recognized as follows:
• the service costs are recognized in the consol-
idated income statement by function and pre-
sented in the relevant line items (cost of sales,
selling, general and administrative costs, re-
search and development costs, etc.);
• the net interest on the defined benefit liability
is recognized in the consolidated income state-
ment as net financial income /(expenses), and is
determined by multiplying the net liability/(asset)
by the discount rate used to discount obligations
taking into account the effect of contributions
and benefit payments made during the year; and
• the remeasurement components of the net ob-
ligations, which comprise actuarial gains and
losses and any change in the effect of the as-
set ceiling are recognized immediately in other
comprehensive
income/(loss). These remea-
surement components are not reclassified in
the consolidated income statement in a subse-
quent period.
conditional only on a recipient’s continued service to
the Company is measured using the share price at
the grant date adjusted for the present value of fu-
ture distributions which employees will not receive
during the vesting period.
Share-based compensation expense relating
to the equity incentive plans is recognized over the
service period within selling, general and admin-
istrative costs or cost of sales in the consolidated
income statement depending on the function of
the employee, with an offsetting increase to equi-
ty. Share-based compensation expense relating to
commercial agreements with certain suppliers is
recognized over the period in which the supplier’s
services are received and classified within the con-
solidated income statement depending on the func-
tion of the supplier’s services, with an offsetting in-
crease to equity.
PROVISIONS
Provisions are recognized when the Group has a
present obligation, legal or constructive, as a result
of a past event, it is probable that an outflow of re-
sources embodying economic benefits will be re-
quired to settle the obligation and a reliable estimate
of the amount of the obligation can be made.
OTHER LONG-TERM EMPLOYEE BENEFITS
WARRANTY AND RECALL CAMPAIGNS PROVISION
The Group’s obligations represent the present val-
ue of future benefits that employees have earned
in return for their service during the current and
prior periods. Remeasurement components on oth-
er long-term employee benefits are recognized in
the consolidated income statement in the period in
which they arise.
SHARE-BASED COMPENSATION
The Group has implemented equity incentive plans
that provide for the granting of share-based com-
pensation to the Chairman, the Chief Executive Of-
ficer, all other members of the Ferrari Leadership
Team and other key employees of the Group. The
Group also provides share-based compensation as
part of commercial agreements with certain suppli-
ers. The share-based compensation arrangements
are accounted for in accordance with IFRS 2 —
Share-based Payment, which requires the Company
to recognize share-based compensation expense
based on fair value of awards granted. Compensa-
tion expense for the equity-settled awards contain-
ing market performance conditions is measured at
the grant date fair value of the award using a Mon-
te Carlo simulation model, which requires the input
of subjective assumptions, including the expected
volatility of the Company’s common stock, the div-
idend yield, interest rates and a correlation coeffi-
cient between the common stock and the relevant
market index. The fair value of the awards which are
All cars are sold with warranty coverage. The war-
ranty coverage generally applies to defects that may
become apparent within a certain period from the
purchase of the car.
The warranty provision is recognized at the time
of the sale of the car, based on the present value of
management’s estimate of the expected cost to ful-
fill the obligations over the contractual warranty pe-
riod. Estimates are principally based on the Group’s
historical claims or costs experience and the cost
of parts and services to be incurred in the activities.
The costs related to these provisions are recog-
nized within cost of sales at the time when they are
probable and reasonably estimable.
See “—Use of estimates” below for further details
relating to recall campaigns.
DEFERRED INCOME
Deferred income relates to amounts received by the
Group under various agreements, which are reliant
on the future performance of a service or other act
of the Group. Deferred income is recognized as net
revenues when the Group has fulfilled its obligations
under the terms of the various agreements.
Range models (models belonging to the Ferrari
product portfolio, excluding Special Series, Icona,
limited edition supercars and one-off models) are
sold with a scheduled maintenance program to en-
sure that the cars are maintained to the highest stan-
dards to meet the Group’s strict requirements for
326
FINANCIAL STATEMENTSFERRARI N.V. 2023 ANNUAL REPORT AND FORM 20-F performance and safety. Amounts attributable to
the maintenance program are not recognized as in-
come immediately, but are deferred over the main-
tenance program term. The amount of the deferred
income related to this program is based on the esti-
mated fair value of the service to be provided.
ADVANCES
Advances relate to amounts received from or billed
to customers in advance of having delivered the
related cars or provided the related services. The
advances are recognized in net revenues when the
cars are shipped or the services provided.
REVENUE RECOGNITION
Revenue is recognized when control over a product
or service is transferred to a customer. Revenue is
measured at the transaction price which is based on
the amount of consideration that the Group expects
to receive in exchange for transferring the prom-
ised goods or services to the customer and excludes
any sales incentives as well as taxes collected from
customers that are remitted to government author-
ities. The transaction price will include estimates of
variable consideration to the extent it is probable
that a significant reversal of revenue recognized will
not occur. The Group enters into contracts that may
include both products and services, which are gen-
erally capable of being distinct and accounted for as
separate performance obligations.
The Group generates revenue from the sale of
cars, spare parts and engines as well as from spon-
sorship, commercial and brand activities. The Group
accounts for a contract with a customer when there
is a legally enforceable contract between the Group
and the customer, the rights of the parties are iden-
tified, the contract has commercial substance, and
collectability of the contract consideration is prob-
able. Payments from customers are typically due
within 30 and 40 days of invoicing.
The Group does not recognize any assets as-
sociated with the incremental costs of obtaining a
contract with a customer that are expected to be re-
covered. The majority of revenue is recognized at a
point-in-time or over a period of one year or less, and
the Group applies the practical expedient to recog-
nize the incremental costs of obtaining a contract as
an expense when incurred if the amortization peri-
od of the asset that would otherwise be recognized
is one year or less.
CARS, SPARE PARTS AND ENGINES
The sales of cars, spare parts and engines have mul-
tiple performance obligations that include products,
services, or a combination of products and services
as contracts may include maintenance programs
and extended warranties that are separately priced
or not separately priced. Contracts may also include
variable consideration for discounts such as sales
incentives and performance based bonuses and
product returns. The Group offers incentives to its
third-party dealers, which are designed to promote
the sale of cars and parts, as well as a variety of other
performance indicators, which may be qualitative or
quantitative, such as quality service, customer satis-
faction and preservation of the Ferrari brand, among
others. The cost of incentives is estimated at the in-
ception of a contract at the expected amount that will
ultimately be paid and is recognized as a reduction to
revenue generally at the time of the sale or when the
dealer is expected to achieve the required perfor-
mance if in relation to other performance indicators
different from sales. Revenues recognized are limit-
ed to the amount of consideration the Group expects
to receive. The Group allocates the transaction price
to the performance obligations based on the stand
alone selling prices (SSP) for each obligation. When
the SSP does not exist, the Group estimates the SSP
based on the adjusted market approach.
Revenues for the sale of cars, spare parts and
engines are recognized at a point in time when con-
trol of the cars, spare parts or engines is trans-
ferred to the customer based on shipping terms,
which generally corresponds to the date when
the cars, spare parts and engines are released to
the carrier responsible for transportation to deal-
ers or Maserati. Revenues relating to the mainte-
nance program are recognized over time based on
the input method of measuring progress towards
complete satisfaction of the related performance
obligation, calculated as a proportion of overall
revenues expected during the maintenance period
equal to the ratio of costs incurred in the reporting
period compared to the overall costs to be incurred
during the maintenance period. Revenues relating
to the extended warranties are recognized on a
straight-line basis over the extended warranty pe-
riod. Revenues from the supply of engines and re-
lated services to other Formula 1 racing teams are
recognized over time on a time and materials basis
when the services are provided.
Management has exercised judgment in deter-
mining performance obligations, variable consider-
ation, allocation of transaction price and the timing
of revenue recognition.
SPONSORSHIP, COMMERCIAL AND BRAND
ACTIVITIES
Revenues from sponsorship agreements in connec-
tion with our participation in racing competitions
are generally recognized ratably over the contract
term as the customer benefits from the service
throughout the service period. Revenues from
sponsorship agreements that contain variable con-
sideration based on the performance of the Group’s
racing teams are estimated and recognized over the
relevant period to the extent that it is highly probable
that a significant reversal in the amount of the cu-
mulative revenue recognized will not occur, which is
327
FERRARI N.V. 2023 ANNUAL REPORT AND FORM 20-FFINANCIAL STATEMENTS typically when it is considered highly probable that
the related conditions associated with the variable
consideration will be achieved.
Revenues from commercial activities primarily
relate to the revenues from participating in the For-
mula 1 World Championship. The revenues attribut-
able to each racing team are governed by a specific
agreement and depend upon, among other factors,
the prior year ranking of each of the racing teams.
Revenues of the commercial activities are recog-
nized ratably over the contract term.
Revenues from brand licensing agreements
where the customer has a right to access the
Group’s brands or the contract includes minimum
guaranteed payments are recognized on a straight-
line basis over the contract term. Licensing reve-
nues in excess of the minimum guaranteed pay-
ments are recognized when the related conditions
are satisfied. Revenues from sales-based licensing
agreements are recognized when the sales occur.
Management has exercised judgment in deter-
mining variable consideration.
OTHER REVENUES
Interest income generated by our financial service
activities from the provision of client and dealer fi-
nancing is reported within revenues using the effec-
tive interest rate method and not within net financial
income/expenses.
COST OF SALES
Cost of sales comprises expenses incurred in the
manufacturing and distribution of cars and parts
(including the engines rented to other Formula 1 rac-
ing teams), of which, cost of materials, components
and labor costs are the most significant portion. The
remaining costs principally include depreciation,
amortization, insurance and transportation costs.
Cost of sales also includes warranty and product-re-
lated costs, which are estimated and recorded at
the time of sale of the car.
Expenses which are directly attributable to the
financial services companies, including the interest
expenses related to their financing as a whole and
provisions for risks and write-downs of assets, are
also reported in cost of sales.
OTHER EXPENSES AND OTHER INCOME
Other expenses consist of miscellaneous costs
which cannot be allocated to specific functional ar-
eas, such as indirect taxes, accruals for provisions
not attributable to cost of sales or selling, general
and administrative costs, and other miscellaneous
expenses, including marketing expenses incurred
on behalf of our third-party dealers.
Other income consists of miscellaneous income
that is not directly attributable to the sale of goods
or services, such as gains on the disposal of proper-
ty plant and equipment, the release of certain provi-
sions originally recognized as other expenses, rental
income and other miscellaneous income.
TAXES
Income taxes include all taxes based upon the tax-
able profits of the Group. Current and deferred tax-
es are recognized as income or expense and are in-
cluded in the consolidated income statement for the
period, except tax arising from (i) a transaction or
event which is recognized, in the same or a different
period, either in other comprehensive income/(loss)
or directly in equity, or (ii) a business combination.
Deferred taxes are accounted using the balance
sheet method. Deferred tax liabilities are recognized
for all taxable temporary differences between the
carrying amounts of assets or liabilities and their tax
base, except to the extent that the deferred tax liabil-
ities arise from the initial recognition of goodwill or
the initial recognition of an asset or liability in a trans-
action which is not a business combination and at
the time of the transaction, affects neither account-
ing profit nor taxable profit. Deferred tax assets are
recognized for all deductible temporary differences
to the extent that it is probable that taxable profit will
be available against which the deductible temporary
differences can be utilized, unless the deferred tax
assets arise from the initial recognition of an asset
or liability in a transaction that is not a business com-
bination and at the time of the transaction, affects
neither accounting profit nor taxable profit.
Deferred tax assets and liabilities are measured
at the substantively enacted tax rates in the respec-
tive jurisdictions in which the Group operates that
are expected to apply to the period when the asset
is realized or liability is settled. Any remeasurements
to deferred tax assets and liabilities as a result of
changes in substantially enacted tax rates are rec-
ognized in the consolidated income statement.
The recoverability of deferred tax assets is de-
pendent on the Group’s ability to generate sufficient
future taxable income in the period in which it is as-
sumed that the deductible temporary differences
reverse and tax losses carried forward can be uti-
lized. In making this assessment, the Group consid-
ers future taxable income arising on the most re-
cent budgets and plans, prepared by using the same
criteria described for testing the impairment of as-
sets and goodwill, moreover, it estimates the impact
of the reversal of taxable temporary differences
on earnings and it also considers the period over
which these assets could be recovered. The carry-
ing amount of deferred tax assets is reduced to the
extent that it is not probable that sufficient taxable
profit will be available to allow the benefit of part or
all of the deferred tax assets to be utilized. The car-
rying amount of deferred tax assets is reviewed at
each reporting date.
The Group recognizes deferred tax liabilities as-
sociated with the existence of a subsidiary’s undis-
tributed profits, except when it is able to control the
timing of the reversal of the temporary difference
328
FINANCIAL STATEMENTSFERRARI N.V. 2023 ANNUAL REPORT AND FORM 20-F and it is probable that this temporary difference will
not reverse in the foreseeable future. The Group
recognizes deferred tax assets associated with the
deductible temporary differences on investments
in subsidiaries only to the extent that it is probable
that the temporary differences will reverse in the
foreseeable future and taxable profit will be avail-
able against which the temporary difference can
be utilized.
Deferred tax assets relating to the carry-for-
ward of unused tax losses and tax credits, as well
as those arising from deductible temporary differ-
ences, are recognized to the extent that it is proba-
ble that future profits will be available against which
they can be utilized.
Current income taxes and deferred taxes are
offset when they relate to the same taxation author-
ity and there is a legally enforceable right of offset.
Imposta Regionale sulle Attività Produttive
(“IRAP”) is recognized within income tax expense.
IRAP is calculated on a measure of income defined
by the Italian Civil Code as the difference between
operating revenues and costs, before financial in-
come and expense, and in particular before the cost
of fixed-term employees, credit losses and any inter-
est included in lease payments. IRAP is applied on the
tax base at 3.9 percent for the years ended Decem-
ber 31, 2023, 2022 and 2021.
Tax uncertainties are accounted for in accor-
dance with IFRIC 23.
Other taxes not based on income, such as prop-
erty taxes and capital taxes, are included in other ex-
penses, net.
DIVIDENDS
Dividends payable by the Group are reported as a
change in equity in the period in which they are ap-
proved by shareholders or the Board of Directors as
applicable under local rules and regulations.
ROUNDING OF AMOUNTS
All amounts disclosed in the consolidated financial
statements and notes have been rounded off to the
nearest thousand Euro unless otherwise stated.
SEGMENT REPORTING
The Group has determined that it has one operating
and one reportable segment based on the informa-
tion reviewed by the Board of Directors (the Group’s
“Chief Operating Decision Maker” as defined in IFRS
8 — Operating Segments) in making decisions re-
garding the allocation of resources and to assess
performance.
USE OF ESTIMATES AND JUDGMENTS
The Consolidated Financial Statements are prepared
in accordance with IFRS, which require the use of
estimates, judgments and assumptions that affect
the carrying amount of assets and liabilities, the dis-
closure of contingent assets and liabilities and the
amounts of income and expenses recognized. The
estimates and associated assumptions are based on
elements that are known when the financial state-
ments are prepared, on historical experience and on
any other factors that are considered to be relevant.
Estimates and underlying assumptions are re-
viewed periodically and continuously by the Group. If
the items subject to estimates do not perform as as-
sumed, then the actual results could differ from the
estimates, which would require adjustments. The
effects of any changes in estimates are recognized
in the consolidated income statement in the period
in which the changes are made, or prospectively in
future periods. The most significant estimates that
could be exposed to the management judgment are
described below.
MAINTENANCE PROGRAMS AND EXTENDED
WARRANTIES
The Group’s new cars are sold with a scheduled
maintenance program to ensure that the cars are
maintained to the highest standards to meet the
Group’s strict requirements for performance and
safety. Amounts attributable to the maintenance
programs are not recognized as income imme-
diately, but are recognized over the maintenance
program term based on the input method of mea-
suring progress towards complete satisfaction of
the related performance obligation, calculated as
a proportion of overall revenues expected during
the maintenance period equal to the ratio of costs
incurred in the reporting period compared to the
overall costs to be incurred during the maintenance
period. The amount of the deferred income related
to this program is based on the estimated fair value
of the service to be provided. The Group also offers
various extended warranty programs to customers
that provide additional coverage beyond the war-
ranty period required by applicable law or includ-
ed with all new car sales. Revenues relating to the
extended warranties are recognized on a straight-
line basis over the extended warranty period. Man-
agement has exercised judgment in determining
performance obligations, variable consideration,
allocation of the transaction price and the timing of
revenue recognition in relation to its maintenance
programs and extended warranties.
For additional disclosures required by IFRS 8,
RECALL CAMPAIGNS
see Note 31 “Entity-Wide Disclosures”.
The Group periodically initiates voluntary service
actions to address various client satisfaction, safety
and emissions issues related to cars sold. Included
in the reserve is the estimated cost of these services
329
FERRARI N.V. 2023 ANNUAL REPORT AND FORM 20-FFINANCIAL STATEMENTS and recall actions. Considering the nature of the re-
call campaigns, in certain circumstances manage-
ment may exercise judgment in determining the re-
lated provisions. The estimated future costs of these
actions are based primarily on historical experience
and the cost of parts and services to be incurred in
the specified activities, and are recognized at the
time when they are probable and reasonably esti-
mable. Estimates of the future costs of these actions
are inevitably imprecise due to several uncertain-
ties, including the number of cars affected by a ser-
vice or recall action. It is reasonably possible that the
ultimate cost of these service and recall actions may
require the Group to make expenditures in excess of
(or less than) established reserves over an extended
period of time and the estimates are periodically re-
viewed during the year. Due to the uncertainty and
potential volatility of these estimated factors, chang-
es in the assumptions used could affect the results
of operations.
CLIMATE-RELATED MATTERS
Global climate change is resulting, and is expected to
continue to result, in natural disasters and extreme
weather occurring more frequently or with greater
intensity, including droughts, wildfires, storms, rising
sea-levels, flooding, heat waves and cold waves. Such
extreme events are driving changes in market dy-
namics, stakeholder expectations, local, national and
international climate change policies and regulations.
The global automotive industry in particular is
currently experiencing significant developments
due to an increased focus on climate change and
evolving regulatory requirements and technolog-
ical changes relating to fuel efficiency, electrifica-
tion and greenhouse gas emissions, among others,
which are also impacting the luxury performance
sports car market in which the Group operates.
As these regulatory developments and techno-
logical changes continue to evolve, the Group’s strat-
egies, operations and business plans may change
and the recoverability of the Group’s assets could be
impacted, including the recoverability of goodwill,
capitalized development costs and property, plant
and equipment.
Goodwill
The Group’s goodwill amounted to €785,182 thou-
sand at December 31, 2023 and December 31, 2022.
As required by IFRS, an annual impairment test must
be performed for goodwill, which may require man-
agement to exercise judgment in determining ex-
pected future cash flows. Based on the impairment
test performed by management, the recoverable
amount of goodwill was significantly higher than its
carrying amount for the years ended December 31,
2022, 2021 and 2020. Furthermore, the exclusivity
of the Group’s business, its historical profitability
and its future earnings prospects indicate that the
carrying amount of the goodwill will continue to be
recoverable even in the event of difficult economic
and market conditions, including those that may be
caused by regulatory developments or climate-re-
lated matters. For additional information relating to
the goodwill test performed, see Note 13 “Goodwill”.
Non-current assets with definite useful lives
The Group’s non-current assets (excluding goodwill)
primarily include intangible assets, which primarily
relate to development costs, and property, plant and
equipment. At December 31, 2023 and December
31, 2022, the Group’s intangible assets amounted
to €1,419,699 thousand and €1,307,388 thousand,
respectively (of which €1,369,895 thousand and
€1,264,467 thousand related to development costs),
and the Group’s property, plant and equipment
amounted to €1,575,200 thousand and €1,457,825
thousand, respectively. The Group makes signifi-
cant investments for the development of its existing
and future product portfolio, and capitalized devel-
opment costs of €448,380 thousand and €416,368
thousand for the years ended December 31, 2023
and 2022, respectively. These costs were capitalized
in accordance with the criteria in IAS 38 - Intangible
Assets, including, among others: (i) the costs can be
measured reliably, (ii) the technical feasibility of the
product, estimated volumes and expected pricing
all support the view that the development expendi-
ture will generate future economic benefits, based
primarily on information specific to business initia-
tives underlying the Group’s business plans, and
(iii) the Company has the intention to complete the
development and the ability to use the related in-
tangible assets. Management may use judgment in
distinguishing between research phases and devel-
opment phases, including as a result of regulatory
developments. For the years ended December 31,
2023, 2022 and 2021, no impairment indicators were
identified and the Group did not recognize any im-
pairment charges for non-current assets with defi-
nite useful lives.
Provisions
The Group sells its cars around the world and is sub-
ject to a variety of laws and regulations relating to
the environment, and in particular, to the emissions
of its cars. The group’s cars, together with the en-
gines that power them, must comply with extensive
regional, national and local laws and regulations, and
industry self-regulations (including those that regu-
late vehicle safety). The Group is currently benefit-
ing from certain regulatory exemptions because it
qualifies as a small vehicle manufacturer or similar
designation in certain jurisdictions where it sells
cars. These exemptions provide a range of benefits,
from less stringent emissions caps and compliance
date extensions, to exemptions from zero emission
vehicle production requirements, which may re-
quire management to use judgment. The Group rec-
ognized provisions for environmental risks based
330
FINANCIAL STATEMENTSFERRARI N.V. 2023 ANNUAL REPORT AND FORM 20-F on management’s best estimates of the future cash
outflows that will be required to settle the Group’s
related obligations. For additional information see
Note 23 “Provisions”.
Other areas requiring estimates in the prepara-
tion of the consolidated financial statements include
the following: revenue recognition, product warran-
ty liabilities, recoverability of goodwill, recoverabil-
ity of non-current assets with definite useful lives,
share-based compensation, litigation and contin-
gent liabilities, and current and deferred taxes.
331
FERRARI N.V. 2023 ANNUAL REPORT AND FORM 20-FFINANCIAL STATEMENTS (3)
SCOPE OF CONSOLIDATION
Ferrari N.V. is the parent company of the Group and it holds, directly and
indirectly, interests in the Group’s main operating companies. The Group’s
scope of consolidation at December 31, 2023 and 2022 was as follows:
Name
Country
Nature of business
Shares
Shares
Shares
Shares
held by the
held by NCI
held by the
held by NCI
Group
Group
At December 31, 2023
At December 31, 2022
Directly held interests
Ferrari S.p.A.
Italy
New Business 33 S.p.A. (1)
Italy
Indirectly held through Ferrari
S.p.A.
Ferrari North America Inc.
USA
Ferrari Japan KK
Japan
Ferrari Australasia Pty
Australia
Limited
Ferrari International Cars
China
Trading (Shanghai) Co. L.t.d.
Ferrari (HK) Limited
Hong Kong
Engineering,
manufacturing and
sales
Engineering,
manufacturing and
sales
Importer and
distributor
Importer and
distributor
Importer and
distributor
Importer and
distributor
Importer and
distributor
Ferrari Far East Pte Limited Singapore
Service company
Ferrari Management
China
Service company
Consulting (Shanghai) Co.
L.t.d.
100%
—%
100%
—%
100%
—%
100%
—%
100%
—%
100%
100%
—%
100%
100%
—%
100%
—%
—%
—%
80%
20%
80%
20%
100%
—%
100%
100%
100%
—%
—%
100%
100%
Ferrari South West Europe
France
Service company
100%
—%
100%
S.a.r.l.
Ferrari Central Europe
Germany
Service company
100%
—%
100%
GmbH
G.S.A. S.A. in liquidation
Switzerland
Service company
Mugello Circuit S.p.A.
Italy
Racetrack
management
100%
100%
—%
—%
100%
100%
Ferrari Financial Services,
USA
Financial services
100%
—%
100%
Inc.
Indirectly held through other
Group entities
Ferrari Auto Securitization
Transaction LLC (2)
USA
Ferrari Auto Securitization
Transaction - Lease, LLC (2)
USA
Ferrari Auto Securitization
Transaction - Select, LLC (2)
USA
Ferrari Financial Services
Titling Trust (2)
Ferrari Lifestyle North
America, Inc. (3)(4)
USA
USA
Financial services
100%
—%
100%
Financial services
100%
—%
100%
Financial services
100%
—%
100%
Financial services
100%
—%
100%
Retail
100%
—%
100%
332
—%
—%
—%
—%
—%
—%
—%
—%
—%
—%
—%
—%
—%
FINANCIAL STATEMENTSFERRARI N.V. 2023 ANNUAL REPORT AND FORM 20-F (1) New Business 33 S.p.A. was consolidated by the Group
(3) Shareholding held by Ferrari North America Inc.
starting in 2022, which is when it started operational
(4) Effective as of January 12, 2024, the company changed its
activities.
name from 410 Park Display, Inc to Ferrari Lifestyle North
(2) Shareholding held by Ferrari Financial Services Inc.
America, Inc.
NON-CONTROLLING INTERESTS
The non-controlling interests at December 31, 2023 and 2022 and the net
profit attributable to non-controlling interests for the years ended De-
cember 31, 2023, 2022 and 2021 relate to Ferrari International Cars Trad-
ing (Shanghai) Co. L.t.d. (“FICTS”), in which the Group holds an 80% interest.
Equity attributable to non-controlling interests
At December 31,
2023
(€ thousand)
9,734
2022
9,630
For the years ended December 31,
2023
2022
2021
(€ thousand)
Net profit attributable to non-controlling interests
5,409
6,680
2,369
The non-controlling interests in FICTS are not considered to be signifi-
cant to the Group for the periods presented in these Consolidated Finan-
cial Statements.
(4)
NET REVENUES
Net revenues are as follows:
For the years ended December 31,
2023
2022
2021
(€ thousand)
Revenues from:
Cars and spare parts (1)
5,119,181
4,321,120
3,552,838
Sponsorship, commercial and brand (1)
Engines
Other
571,759
126,748
152,458
498,861
155,342
119,931
450,860
189,432
77,764
Total net revenues
5,970,146
5,095,254
4,270,894
(1) Starting in 2023, sponsorship revenues relating to the
WEC and other racing activities of €20,362 thousand
Group’s WEC and other racing activities are presented
and €20,281 thousand for the years ended December
within sponsorship, commercial and brand as a result of
31, 2022 and 2021, respectively, which were previously
the increased relevance of those activities for the Ferrari
presented within cars and spare parts as they were
brand in 2023, primarily in connection with the return of
treated as incidental to the sale of our track cars, have been
Ferrari to the top-tier “Hypercar” category of the FIA WEC
reclassified retrospectively to sponsorship, commercial
after 50 years. As a result, sponsorship revenues from
and brand to conform to the current presentation.
333
FERRARI N.V. 2023 ANNUAL REPORT AND FORM 20-FFINANCIAL STATEMENTS Other net revenues primarily relate to financial services activities, man-
agement of the Mugello racetrack and other sports-related activities.
Interest and other financial income from financial services activi-
ties included within net revenues in 2023, 2022 and 2021 amounted to
€99,661 thousand, €69,389 thousand and €55,043 thousand, respectively.
(5)
COST OF SALES
Cost of sales in 2023, 2022 and 2021 amounted to €2,995,877 thousand,
€2,648,953 thousand and €2,080,613 thousand, respectively, consisting
mainly of the cost of materials, components and labor related to the man-
ufacturing and distribution of cars and spare parts. Cost of sales also
include depreciation and amortization, insurance, transportation costs,
and warranty and product-liability related costs, as well as production
costs for engines sold to Maserati and engines rented to other Formula
1 racing teams.
Interest and other financial expenses from financial services activities
included within cost of sales in 2023, 2022 and 2021 amounted to €60,808
thousand, €27,145 thousand and €16,639 thousand, respectively.
(6)
SELLING, GENERAL AND ADMINISTRATIVE COSTS
Selling, general and administrative costs are as follows:
Selling costs
General and administrative costs
Total selling, general and administrative costs
For the years ended December 31,
2023
2022
2021
(€ thousand)
236,443
226,137
462,580
226,988
200,986
427,974
168,466
179,558
348,024
Selling costs consist mainly of costs for sales personnel, marketing and
events, and retail stores. Costs for marketing and events primarily re-
late to corporate events, trade shows and media and client events for the
launch of new models, lifestyle events (including the use of digital solu-
tions), as well as indirect marketing costs incurred mainly through the
Formula 1 racing team, Scuderia Ferrari.
General and administrative costs consist mainly of administration and
other general expenses that are not directly attributable to manufactur-
ing, sales or research and development activities, including for personnel
and the continuous development of the Group’s digital infrastructure.
334
FINANCIAL STATEMENTSFERRARI N.V. 2023 ANNUAL REPORT AND FORM 20-F (7)
RESEARCH AND DEVELOPMENT COSTS
Research and development costs are as follows:
Research and development costs expensed during the year
Amortization of capitalized development costs
Total research and development costs
For the years ended December 31,
2023
2022
2021
(€ thousand)
538,903
342,656
881,559
517,842
257,730
775,572
573,632
194,472
768,104
Research and development costs expensed during the period primari-
ly relate to research and development activities for Formula 1 racing as
well as development activities to support the innovation of our product
portfolio and components, in particular, in relation to electric and other
new technologies. Amortization of capitalized development costs have
increased in recent years as a result of our strategy to update and broad-
en our product range and significantly increase our efforts relating to
innovation and advanced technologies, including hybrid and electric.
Research and development costs for the year ended December 31,
2022 and, to a lesser extent, for the year December 31, 2023 are recog-
nized net of technology-related government incentives.
(8)
OTHER EXPENSES, NET
Other expenses, net are as follows:
Other income
Other expenses
Total other expenses, net
For the years ended December 31,
2023
2022
2021
10,958
29,856
18,898
(€ thousand)
12,446
33,994
21,548
8,105
13,666
5,561
Other expenses mainly related to indirect taxes, provisions, and other
miscellaneous expenses and other income mainly related to rental in-
come, gains on the disposal of property, plant and equipment and other
miscellaneous income.
335
FERRARI N.V. 2023 ANNUAL REPORT AND FORM 20-FFINANCIAL STATEMENTS (9)
FINANCIAL EXPENSES AND FINANCIAL INCOME
Financial expenses and financial income are as follows:
Foreign exchange gains
Interest income
Other financial income
Financial income
Foreign exchange losses
Interest expenses
Other financial expenses
Financial expenses
Financial expenses, net
For the years ended December 31,
2023
2022
2021
(€ thousand)
91,019
25,813
15,487
132,319
111,216
29,258
6,860
147,334
15,015
78,674
4,150
1,034
83,858
104,597
25,489
3,388
133,474
49,616
37,860
1,579
3,560
42,999
49,267
23,669
3,320
76,256
33,257
Financial expenses primarily relate to foreign exchange losses, including
the net costs of hedging, and interest expenses on debt.
Financial income primarily relates to foreign exchange gains, inter-
est income on cash and cash equivalents and for 2023, also to gains of
€7,940 thousand realized on the partial cash tender executed during the
third quarter of 2023 on a bond due in 2025. For additional information
see Note 24 “Debt”.
Interest and other financial income, and interest expenses and other
financial charges, from financial services activities are recognized with-
in net revenues and cost of sales, respectively.
(10)
INCOME TAXES
Income tax expense is as follows:
Current tax expense
Deferred tax benefit
Taxes relating to prior years
Total income tax expense
For the years ended December 31,
2023
2022
2021
347,162
(4,541)
2,276
(€ thousand)
269,924
(30,178)
(1,274)
218,540
(12,001)
2,556
344,897
238,472
209,095
The Italian Group’s entities participate in a group Italian tax consolidation
under Ferrari N.V.
Income tax expense amounted to €344,897 thousand, €238,472 thou-
sand and €209,095 thousand for the years ended December 31, 2023,
2022 and 2021, respectively.
336
FINANCIAL STATEMENTSFERRARI N.V. 2023 ANNUAL REPORT AND FORM 20-F Income taxes for the years ended December 31,
2023, 2022 and 2021 benefited from the application
of the Patent Box tax regime by Article 1, par. 37-45 of
Law No. 190 of December 23, 2014, as amended and
supplemented from time to time, which provides
tax benefits for companies that generate income
through the use of intangible assets. Starting in
2020 the Group has implemented the Patent Box tax
regime, covering the period from 2020 to the con-
clusion of this regime in 2024, with the recognition
of the associated tax benefit distributed over three
equal annual installments.
The Law Decree (Decree) n. 146 enacted by the
Italian authorities, effective from October 22, 2021
and as amended by the 2022 Italian budget law, re-
places the previous Patent Box tax regime with a
new one that provides a 110% “super tax deduction”
for certain costs related to eligible intangible assets.
The Decree also outlines a transitional procedure
for the coexistence of both regimes during their ap-
plicable periods.
The table below provides a reconciliation be-
tween actual income tax expense and the theoret-
ical income tax expense, calculated on the basis of
the applicable corporate tax rate in effect in Italy,
which was 24.0 percent for each of the years ended
December 31, 2023, 2022 and 2021.
Profit before taxes
Theoretical income tax rate
For the years ended December 31,
2023
2022
2021
(€ thousand)
1,602,354
1,177,766
1,042,231
24.0%
24.0%
24.0%
Theoretical income tax expense
384,565
282,664
250,136
Tax effect on:
Permanent and other differences
Italian Regional Income Tax (IRAP)
Effect of changes in tax rates and tax regulations
Differences between foreign tax rates and the theoretical
Italian tax rate and tax holidays
Taxes relating to prior years
Withholding tax on earnings
Income tax expense
Effective tax rate
(95,836)
48,912
961
2,156
2,276
1,863
(85,736)
39,446
553
1,945
(1,274)
875
(79,267)
32,422
633
2,077
2,556
539
344,897
238,472
209,095
21.5%
20.2%
20.1%
The effective tax rate was 21.5 percent, 20.2 percent
and 20.1 percent for the years ended December 31,
2023, 2022 and 2021, respectively. The Patent Box
benefit relating to 2023, 2022 and 2021 is included
within “permanent and other differences” in the tax
rate reconciliation above.
Imposta Regionale sulle Attività Produttive
(“IRAP”) (current and deferred) in 2023 and 2022
amounted to €48,912 thousand and €39,446 thou-
sand, respectively. IRAP is only applicable to Italian
entities and is calculated on a measure of income
defined by the Italian Civil Code as the difference be-
tween operating revenues and costs, before finan-
cial income and expense, and in particular before
the cost of fixed-term employees, credit losses and
any interest included in lease payments. IRAP is cal-
culated using financial information prepared under
Italian accounting standards. IRAP is applied on the
tax base at 3.9 percent for each of the years ended
December 31, 2023, 2022 and 2021.
The analysis of deferred tax assets and deferred
tax liabilities at December 31, 2023 and 2022, is as
follows:
337
FERRARI N.V. 2023 ANNUAL REPORT AND FORM 20-FFINANCIAL STATEMENTS Deferred tax assets:
To be recovered after 12 months
To be recovered within 12 months
Deferred tax liabilities:
To be realized after 12 months
To be realized within 12 months
Net deferred tax assets
At December 31,
2023
(€ thousand)
128,110
89,443
217,553
(100,865)
(35,981)
(136,846)
80,707
2022
107,252
96,130
203,382
(86,160)
(40,347)
(126,507)
76,875
The movements in deferred income tax assets and liabilities during the
year, without taking into consideration the offsetting of balances within
the same tax jurisdiction, are as follows:
At December 31,
Recognized in
2022
consolidated
Charged
to equity
income
statement
(€ thousand)
Translation
At December 31,
differences
and other
changes
2023
Deferred tax assets arising on:
Provisions
Deferred income
Employee benefits
Foreign currency exchange
rate differences
Inventory obsolescence
Allowances for doubtful
accounts
Depreciation
Trademark step-up
Patent box
Other
120,279
51,635
2,665
3,439
100,835
5,223
17,533
85,374
78,381
14,844
Total deferred tax assets
480,208
Deferred tax liabilities arising on:
11,121
—
—
388
19,305
(166)
264
(6,696)
15,887
2,149
42,252
Depreciation
(5,057)
1,507
Capitalization of
development costs
Employee benefits
Foreign currency exchange
rate differences
Cash flow hedge reserve
Tax on undistributed
earnings
Other
(355,574)
(29,683)
(1,510)
(1,160)
(16,171)
(10,578)
26
(1,520)
(8,281)
(13,283)
240
338
—
—
(52)
—
—
—
—
—
—
—
(52)
—
—
—
—
—
—
—
—
—
—
(220)
3
(15)
—
—
(2,560)
(2,792)
92
—
—
—
—
—
131,400
51,635
2,613
3,827
119,920
5,060
17,782
78,678
94,268
14,433
519,616
(3,458)
(385,257)
(1,484)
(2,680)
(9,768)
(18,859)
(4,360)
(17,403)
—
6,403
FINANCIAL STATEMENTSFERRARI N.V. 2023 ANNUAL REPORT AND FORM 20-F Total deferred tax liabilities
(403,333)
(37,711)
Total net deferred tax assets/
76,875
4,541
(liabilities)
6,403
6,351
(4,268)
(438,909)
(7,060)
80,707
At December 31,
Recognized in
2021
consolidated
Charged
to equity
income
statement
(€ thousand)
Translation
At December 31,
differences
and other
changes
2022
Deferred tax assets arising on:
Provisions
103,981
16,556
Deferred income
Employee benefits
Foreign currency exchange
rate differences
Cash flow hedge reserve
Inventory obsolescence
Allowances for doubtful
accounts
Depreciation
Trademark step-up
Patent box
Other
51,635
3,041
610
8,455
69,107
5,178
17,555
84,537
65,693
14,328
—
—
2,830
—
—
(376)
—
—
(8,455)
31,648
50
(15)
837
12,688
575
—
—
—
—
—
—
Total deferred tax assets
424,120
65,169
(8,831)
Deferred tax liabilities arising on:
Depreciation
(6,781)
2,076
Capitalization of
development costs
Employee benefits
Foreign currency exchange
rate differences
Cash flow hedge reserve
Tax on undistributed
earnings
Other
(311,438)
(44,134)
(1,053)
(526)
—
(17,404)
(457)
(634)
—
6,826
(14,134)
1,332
—
—
—
—
(16,171)
—
—
Total deferred tax liabilities
(351,336)
(34,991)
(16,171)
(258)
120,279
—
—
(1)
—
80
(5)
(7)
—
—
(59)
(250)
(352)
(2)
—
—
—
—
51,635
2,665
3,439
—
100,835
5,223
17,533
85,374
78,381
14,844
480,208
(5,057)
(355,574)
(1,510)
(1,160)
(16,171)
(10,578)
(481)
(835)
(13,283)
(403,333)
Total net deferred tax assets/
72,784
30,178
(25,002)
(1,085)
76,875
(liabilities)
aggregate amount of temporary differences related
to remaining distributable earnings of the Group’s
subsidiaries where deferred tax liabilities have not
been recognized amounted to €251,029 thousand
(€268,923 thousand at December 31, 2022).
The decision to recognize deferred tax assets is
made for each company in the Group by assessing
whether the conditions exist for the future recover-
ability of such assets by taking into account the ba-
sis of the most recent forecasts from budgets and
business plans.
Deferred taxes on the undistributed earnings
of subsidiaries have not been recognized, except in
cases where it is probable the distribution will occur
in the foreseeable future. At December 31, 2023, the
339
FERRARI N.V. 2023 ANNUAL REPORT AND FORM 20-FFINANCIAL STATEMENTS (11)
OTHER INFORMATION BY NATURE
Personnel costs in 2023, 2022 and 2021 amount-
ed to €575,215 thousand, €527,316 thousand and
€483,747 thousand, respectively. These amounts in-
clude costs that were capitalized in connection with
product development activities. In 2023, 2022 and
2021 the Group had an average number of employ-
ees of is 4,960, 4,691 and 4,571, respectively.
Depreciation amounted to €290,204 thousand,
€259,849 thousand and €230,097 thousand for the
years ended December 31, 2023, 2022 and 2021, re-
spectively, and amortization amounted to €372,101
thousand, €286,376 thousand and €225,892 thou-
sand for the years ended December 31, 2023, 2022
and 2021, respectively.
(12)
EARNINGS PER SHARE
BASIC EARNINGS PER SHARE
Basic earnings per share is calculated by dividing the profit attributable
to equity holders of Ferrari by the weighted average number of common
shares issued and outstanding during the period.
The following table provides the amounts used in the calculation of
basic earnings per share for the years ended December 31, 2023, 2022
and 2021:
Profit attributable to owners of the Company
€ thousand
1,252,048
Weighted average number of common shares for
thousand
181,220
basic earnings per common share
2023
For the years ended December 31,
2022
932,614
182,836
2021
830,767
184,446
Basic earnings per common share
€
6.91
5.11
4.50
DILUTED EARNINGS PER SHARE
For the years ended December 31, 2023, 2022 and 2021, the weighted
average number of shares for diluted earnings per share was increased
to take into consideration the theoretical effect of the potential common
shares that would be issued for the Group’s equity incentive plans (as-
suming 100 percent of the target awards vested). See Note 21 “Share-
Based Compensation” for additional details related to the Group’s equity
incentive plans.
The following table provides the amounts used in the calculation of
diluted earnings per share for the years ended December 31, 2023, 2022
and 2021:
Profit attributable to owners of the Company
€ thousand
1,252,048
Weighted average number of common shares for
thousand
181,511
diluted earnings per common share
2023
2022
932,614
183,121
2021
830,767
184,771
Diluted earnings per common share
€
6.90
5.09
4.50
For the years ended December 31,
340
FINANCIAL STATEMENTSFERRARI N.V. 2023 ANNUAL REPORT AND FORM 20-F The following table provides a reconciliation from the weighted average
number of common shares for basic earnings per share to the weighted
average number of common shares for diluted earnings per share.
Number of shares
2023
2022
2021
Weighted average number of common shares for basic earnings
181,220
182,836
184,446
For the years ended December 31,
per share
Adjustments for calculation of diluted earnings per share:
Share-based compensation
291
285
325
Weighted average number of common shares for diluted
181,511
183,121
184,771
earnings per share
(8.10 percent in 2022 and 6.84 percent in 2021). The
WACC used reflects the current market assessment
of the time value of money for the period being con-
sidered and the risks specific to the CGU under con-
sideration. The increase in the WACC between 2021
and 2023 is primarily the result of a higher risk free
rate driven by central banks raising interest rates in
several regions where the Group operates, as well
as a higher equity risk premium driven by market
factors and conditions.
The recoverable amount of the CGU was
significantly higher than its carrying amount. Fur-
thermore, the exclusivity of the business, its histor-
ical profitability and its future earnings prospects
indicate that the carrying amount of the goodwill will
continue to be recoverable, even in the event of diffi-
cult economic and market conditions.
(13)
GOODWILL
At December 31, 2023 and 2022 goodwill amounted
to €785,182 thousand.
In accordance with IAS 36, goodwill is not amor-
tized and is tested for impairment annually, or more
frequently if facts or circumstances indicate that
the asset may be impaired. Impairment testing is
performed by comparing the carrying amount and
the recoverable amount of the CGU. The recover-
able amount of the CGU is the higher of its fair value
less costs of disposal and its value in use.
The assumptions used in this process represent
management’s best estimate for the period under
consideration. The estimate of the value in use of the
CGU for purposes of performing the annual impair-
ment test was based on the following assumptions:
The expected future cash flows covering the
period from 2024 through 2027 have been de-
rived from the Ferrari business plan. In particular
the estimate considers expected EBITDA adjusted
to reflect the expected capital expenditure. These
cash flows relate to the CGU in its condition when
preparing the consolidated financial statements
and exclude the estimated cash flows that might
arise from restructuring plans or other structur-
al changes. Expected volumes and sales mix used
for estimating the future cash flows are based on
assumptions that are considered reasonable and
sustainable and represent the best estimate of ex-
pected conditions regarding market trends for the
CGU over the period considered.
The expected future cash flows include a nor-
malized terminal period used to estimate the future
results beyond the time period explicitly considered,
which were calculated by using the specific medi-
um/long-term growth rate for the sector equal to
2.0 percent in 2023 (2.0 percent in 2022 and 2021).
The expected future cash flows have been es-
timated in Euro, and discounted using a post-tax
discount rate appropriate for that currency, deter-
mined by using a base WACC of 9.21 percent in 2023
341
FERRARI N.V. 2023 ANNUAL REPORT AND FORM 20-FFINANCIAL STATEMENTS
(14)
INTANGIBLE ASSETS
Intangible assets are as follows:
Externally
Development
Patents,
Other
Total
acquired
costs
concessions
intangible
development
internally
and licenses
assets
costs
generated
2,065,450
862,015
257,889
51,620
3,236,974
(€ thousand)
270,329
146,039
30,566
9,960
456,894
(962)
(350)
—
—
—
—
—
2,924
—
—
(1,312)
(2,924)
9
—
9
Gross carrying amount at
December 31, 2021
Additions
Divestitures
Reclassifications
Translation differences and other
movements
Balance at December 31, 2022
2,334,817
1,007,704
291,379
58,665
3,692,565
Additions
Divestitures
Reclassifications
Translation differences and other
movements
272,975
175,405
23,849
—
—
—
—
5,558
(296)
—
3,399
(42)
14,919
(2,564)
(3,399)
167
487,148
(2,564)
5,558
(171)
Balance at December 31, 2023
2,607,792
1,188,371
318,585
67,788
4,182,536
Accumulated amortization at
1,320,578
499,746
231,842
46,635
2,098,801
December 31, 2021
Amortization
189,546
68,184
27,153
1,493
286,376
Balance at December 31, 2022
1,510,124
567,930
258,995
48,128
2,385,177
Amortization
Reclassification
Translation differences and other
movements
250,033
—
—
92,623
5,558
—
27,923
(4,283)
(7)
1,522
4,283
8
372,101
5,558
1
Balance at December 31, 2023
1,760,157
666,111
282,628
53,941
2,762,837
Carrying amount at:
December 31, 2021
744,872
362,269
December 31, 2022
824,693
439,774
December 31, 2023
847,635
522,260
26,047
32,384
35,957
4,985
1,138,173
10,537
1,307,388
13,847
1,419,699
Additions were primarily attributable to externally acquired and internal-
ly generated development costs relating to existing and new models.
342
FINANCIAL STATEMENTSFERRARI N.V. 2023 ANNUAL REPORT AND FORM 20-F (15)
PROPERTY, PLANT AND EQUIPMENT
Property, plant and equipment are as follows:
Gross carrying amount at
December 31, 2021
Additions
Divestitures
Land
Industrial
Plant,
buildings
machinery
Other
assets
and
equipment
(€ thousand)
Advances
and assets
under
construction
Total
50,056
486,677
2,766,723
233,094
318,900
3,855,450
8,287
10,155
154,008
26,479
167,645
366,574
—
(3,805)
(15,388)
(6,018)
(154)
(25,365)
Reclassifications
73,631
4,691
165,210
4,322
(247,854)
—
Translation differences and other
16
334
(19)
796
77
1,204
movements
Balance at December 31, 2022
131,990
498,052
3,070,534
258,673
238,614
4,197,863
Additions
Divestitures
2,014
29,948
113,282
36,416
242,155
423,815
—
(12,935)
(40,270)
(25,030)
(369)
(78,604)
Reclassifications
17,235
9,132
62,236
(2,303)
(88,603)
(2,303)
Translation differences and other
(10)
(1,050)
(49)
(2,511)
(5)
(3,625)
movements
Balance at December 31, 2023
151,229
523,147
3,205,733
265,245
391,792
4,537,146
Accumulated amortization at
December 31, 2021
Depreciation
Divestitures
Translation differences
Balance at December 31, 2022
Depreciation
Divestitures
Translation differences and other
movements
Balance at December 31, 2023
Carrying amount at:
—
—
—
—
—
—
—
—
—
201,845
2,141,624
158,816
—
2,502,285
19,405
216,661
23,783
(1,983)
(14,921)
(5,921)
109
(39)
659
219,376
2,343,325
177,337
21,654
243,633
24,917
(8,338)
(39,322)
(18,401)
(624)
(15)
(1,596)
—
—
—
—
—
—
—
259,849
(22,825)
729
2,740,038
290,204
(66,061)
(2,235)
232,068
2,547,621
182,257
—
2,961,946
December 31, 2021
50,056
284,832
625,099
74,278
318,900
1,353,165
of which right-of use assets under
—
21,613
3,484
28,661
—
53,758
IFRS 16
December 31, 2022
131,990
278,676
727,209
81,336
238,614
1,457,825
of which right-of use assets under
—
18,972
2,756
32,420
—
54,148
IFRS 16
December 31, 2023
151,229
291,079
658,112
82,988
391,792
1,575,200
of which right-of use assets under
—
22,971
3,396
41,888
—
68,255
IFRS 16
343
FERRARI N.V. 2023 ANNUAL REPORT AND FORM 20-FFINANCIAL STATEMENTS Additions primarily relate to investments for car production and en-
gine assembly lines (including those for models to be launched in future
years), industrial tools needed for the production of cars and personal-
ization programs, as well as investments for the ongoing construction
of the new e-building (which will be used primarily for the production of
battery electric vehicles (BEVs) and related components) and the new
paint shop.
The following table summarizes the changes in the carrying amount
of right-of-use assets for the year ended December 31, 2023 and 2022:
Balance at December 31, 2021
Additions
Disposals
Depreciation
Translation differences and other
movements
Balance at December 31, 2022
Additions
Disposals
Depreciation
Translation differences and other
movements
Industrial buildings
Plant, machinery
Other assets
Total
and equipment
(€ thousand)
21,613
4,854
(1,495)
(5,933)
(67)
18,972
16,746
(4,597)
(7,933)
(217)
3,484
510
(6)
(1,223)
(9)
2,756
2,069
—
(1,402)
(27)
28,661
13,485
(93)
(9,677)
44
32,420
23,238
(3,008)
53,758
18,849
(1,594)
(16,833)
(32)
54,148
42,053
(7,605)
(10,254)
(19,589)
(508)
(752)
Balance at December 31, 2023
22,971
3,396
41,888
68,255
Amounts recognized in the consolidated income statement in relation to
leases for the year ended December 31, 2023 and 2022 were as follows:
Depreciation of right-of-use assets
Interest expense on lease liabilities
Variable lease payments not included in the measurement of lease
liabilities
For the year ended December 31,
2023
2022
2021
(€ thousand)
16,833
1,219
822
19,589
1,450
1,213
15,348
868
1,622
Expenses relating to short-term leases and leases of low-value
2,842
3,227
3,671
assets
Total expenses recognized
25,094
22,101
21,509
For the year ended December 31, 2023 depreciation
of right-of-use assets amounted to €19,589 thousand
and interest expense on lease liabilities amounted
to €1,450 thousand (€16,833 thousand and €1,219
thousand, respectively, for the year ended December
31, 2022 and €15,348 thousand and €868 thousand
respectively, for the year ended December 31, 2021).
At December 31, 2023, the Group had contractual
commitments for the purchase of property, plant
and equipment amounting to €115,330 thousand
(€200,949 thousand at December 31, 2022).
344
FINANCIAL STATEMENTSFERRARI N.V. 2023 ANNUAL REPORT AND FORM 20-F 345
FERRARI N.V. 2023 ANNUAL REPORT AND FORM 20-FFINANCIAL STATEMENTS (16)
INVESTMENTS AND OTHER FINANCIAL ASSETS
The composition of investments and other financial assets is as follows:
Investments accounted for using the equity method
Other securities and financial assets
Total investments and other financial assets
At December 31,
2023
(€ thousand)
55,200
12,471
67,671
INVESTMENTS ACCOUNTED FOR USING THE EQUITY METHOD
Changes in the carrying amount of investments accounted for using the
equity method during the period were as follows:
Balance at December 31, 2021
Proportionate share of net profit for the year ended December 31, 2022
Proportionate share of remeasurement of defined benefit plans
Balance at December 31, 2022
Proportionate share of net profit for the year ended December 31, 2023
Proportionate share of remeasurement of defined benefit plans and other movements
Balance at December 31, 2023
2022
49,087
10,447
59,534
(€ thousand)
42,927
6,175
(15)
49,087
6,137
(24)
55,200
Investments accounted for using the equity method mainly relate to the
Group’s investment in Ferrari Financial Services GmbH (“FFS GmbH”),
a German entity that offers retail client financing in certain markets in
EMEA (primarily the UK, Germany and Switzerland). FFS GmbH is the
Group’s partnership with CA Auto Bank S.p.A. (“CA Auto Bank”, formerly
FCA Bank S.p.A., “FCA Bank”), which, following the sale by the Stellantis
Group of its 50 percent ownership interest in FCA Bank to Crédit Agri-
cole Consumer Finance S.A. (“CACF”) in April 2023, is now fully owned by
CACF. Investments accounted for using the equity method also relate to
the Group’s investment in FS China Limited, a joint venture formed in Chi-
na in 2021 to manage certain lifestyle activities in the local market, which
is at the early stage of its activities.
Summarized financial information relating to FFS GmbH at and for
the years ended December 31, 2023 and 2022 is presented below:
346
FINANCIAL STATEMENTSFERRARI N.V. 2023 ANNUAL REPORT AND FORM 20-F Assets
Non-current assets
Receivables from financing activities
Other current assets
Cash and cash equivalents
Total assets
Equity and liabilities
Equity
Debt
Other liabilities
Total equity and liabilities
Net revenues
Cost of sales
Selling, general and administrative costs
Other expenses/(income), net
Profit before taxes
Income tax expense
Net profit
At December 31,
2023
(€ thousand)
3,566
1,187,535
29,590
21,275
2022
3,685
1,037,350
2,637
19,123
1,241,966
1,062,795
108,134
999,206
134,626
94,914
868,652
99,229
1,241,966
1,062,795
For the year ended December 31,
2023
2022
2021
(€ thousand)
66,446
37,198
9,314
1,574
18,360
5,147
13,213
52,100
22,943
8,923
1,116
19,118
5,336
13,782
46,103
16,971
8,565
2,730
17,837
4,045
13,792
OTHER SECURITIES AND FINANCIAL ASSETS
Other securities and financial assets primarily include Liberty Media Cor-
poration (Series C Formula One Group Common Stock) shares (the “Lib-
erty Media Shares”) of Liberty Media Corporation (the group responsi-
ble for the promotion of the Formula 1 World Championship), which are
measured at fair value and amounted to €10,519 thousand at December
31, 2023 (€9,954 thousand at December 31, 2022).
347
FERRARI N.V. 2023 ANNUAL REPORT AND FORM 20-FFINANCIAL STATEMENTS (17)
INVENTORIES
Inventories are as follows:
Raw materials
Semi-finished goods
Finished goods
Total inventories
At December 31,
2023
(€ thousand)
203,247
229,791
515,476
948,514
The increase in inventories is mainly due to higher car volumes, the start
of production of new models and enriched product mix, as well as higher
raw materials to protect the Group's delivery plans.
The amount of inventory write-downs recognized as an expense
within cost of sales during 2023 was €20,822 thousand (€18,021 thou-
sand in 2022 and €9,392 thousand in 2021).
Changes in the provision for slow moving and obsolete inventories
were as follows:
At January 1,
Provision
Utilizations and other changes
At December 31,
2023
(€ thousand)
110,963
20,822
(8,357)
123,428
(18)
CURRENT RECEIVABLES AND OTHER CURRENT ASSETS
Current receivables and other current assets are as follows:
2022
142,430
145,459
386,773
674,662
2022
102,098
18,021
(9,156)
110,963
Trade receivables
Receivables from financing activities
Current tax receivables
Other current assets
Total
348
At December 31,
2023
(€ thousand)
261,380
1,451,158
11,616
130,228
1,854,382
2022
232,414
1,399,997
16,054
153,183
1,801,648
FINANCIAL STATEMENTSFERRARI N.V. 2023 ANNUAL REPORT AND FORM 20-F 349
FERRARI N.V. 2023 ANNUAL REPORT AND FORM 20-FFINANCIAL STATEMENTS TRADE RECEIVABLES
The following table sets forth a breakdown of trade receivables by nature:
Trade receivables due from:
Dealers
Sponsorship and commercial activities
Brand activities
Stellantis Group companies
Other
Total
At December 31,
2023
(€ thousand)
122,177
32,357
30,587
20,398
55,861
2022
85,696
42,981
24,213
19,184
60,340
261,380
232,414
Trade receivables due from dealers relate to receiv-
ables for the sale of cars across the dealer network
and are generally settled within 30 to 40 days from
the date of invoice.
Trade receivables due from sponsorship and
commercial activities mainly relate to the Group’s
participation in the Formula 1 World Championship
and the World Endurance Championship. Trade
receivables due from brand activities relate to
amounts receivable for licensing and merchandis-
ing activities. Trade receivables due from Stellantis
Group companies mainly relate to the sale of engines
and car bodies to Maserati S.p.A., which is controlled
by the Stellantis Group. The contract with Maserati
ended in December 2023. For additional information,
see Note 28 “Related Party Transactions”.
The Group is not exposed to significant concen-
tration of third party credit risk.
The following table sets forth a breakdown of
trade receivables by currency:
Trade receivables denominated in:
Euro
U.S. Dollar
Pound Sterling
Chinese Yuan
Japanese Yen
Other currencies
Total
At December 31,
2023
(€ thousand)
118,104
118,233
6,096
5,099
7,230
6,618
2022
95,894
108,369
8,178
3,203
6,832
9,938
261,380
232,414
Trade receivables are shown net of an allowance for doubtful accounts
determined on the basis of insolvency risk and historical experience,
adjusted for forward-looking factors specific to the receivables and
the economic environment. Additional provisions to the allowance for
doubtful accounts are recorded within selling, general and administra-
tive costs in the consolidated income statement.
Changes in the allowance for doubtful accounts of trade receivables
during the year were as follows:
350
FINANCIAL STATEMENTSFERRARI N.V. 2023 ANNUAL REPORT AND FORM 20-F At January 1
Additional provisions
Utilizations
Releases
Other changes
At December 31
2023
2022
(€ thousand)
25,800
2,767
(1,845)
(1,280)
(24)
25,418
25,984
3,844
(1,579)
(2,522)
73
25,800
RECEIVABLES FROM FINANCING ACTIVITIES
Receivables from financing activities are as follows:
Client financing
Dealer financing
Total receivables from financing activities
At December 31,
2023
2022
(€ thousand)
1,451,158
—
1,451,158
1,390,956
9,041
1,399,997
Receivables from financing activities relate to the financial services port-
folio in the United States and are generally secured on the title of cars or
other guarantees.
Receivables from financing activities are shown net of an allowance
for doubtful accounts and additional provisions are recorded within cost
of sales in the consolidated income statement.
Changes in the allowance for doubtful accounts of receivables from
financing activities during the year are as follows:
At January 1
Additional provisions
Utilizations
Releases
Other changes
At December 31
2023
(€ thousand)
9,950
6,423
(3,509)
(1,327)
(372)
11,165
2022
11,204
3,064
(2,587)
(2,470)
739
9,950
CLIENT FINANCING
Client financing relates to financing provided by the
Group to Ferrari clients to finance their car acquisi-
tions. During 2023 the average contractual duration
at inception of such contracts was approximately
67 months (67 months in 2022) and the weighted av-
erage interest rate was approximately 7.8 percent
(approximately 6.3 percent in 2022). Receivables for
client financing are generally secured on the titles of
the related cars or other personal guarantees.
Client financing relates entirely to financial ser-
vices activities in the United States and is denominat-
ed in U.S. Dollars.
351
FERRARI N.V. 2023 ANNUAL REPORT AND FORM 20-FFINANCIAL STATEMENTS DEALER FINANCING
In 2022, the Group discontinued dealer financing with the exception of
one existing long-term loan bearing a rate of interest based on LIBOR
plus a variable spread based on dealer’s performance, which was fully
collected in 2023.
OTHER CURRENT ASSETS
Other current assets are detailed as follows:
Italian and foreign VAT credits
Prepayments
Other
Total other current assets
At December 31,
2023
(€ thousand)
65,529
53,846
10,853
130,228
2022
79,858
42,908
30,417
153,183
Other includes security deposits, amounts due from personnel and oth-
er receivables.
At December 31, 2023, the Group had provided guarantees through
third parties amounting to €236,910 thousand (€224,630 thousand at
December 31, 2022), principally to (i) banks for a U.S. Dollar denominat-
ed credit facility of FFS Inc., (ii) tax authorities for VAT reimbursements
according to Italian legislation and (iii) customs authorities for duties on
import and export activities.
The analysis of receivables and other current assets (excluding pre-
payments) by due date is as follows:
Due within one
Due between
Due beyond
Overdue
Total
At December 31, 2023
year
one and five
five years
years
(€ thousand)
Trade receivables
225,445
—
—
35,935
261,380
Receivables from financing activities (1)
223,841
1,076,552
68,736
82,029
1,451,158
Current tax receivables
Other current assets (excluding
prepayments)
Total
11,616
76,382
—
—
—
—
—
—
11,616
76,382
537,284
1,076,552
68,736
117,964
1,800,536
352
FINANCIAL STATEMENTSFERRARI N.V. 2023 ANNUAL REPORT AND FORM 20-F Due within one
Due between
Due beyond
Overdue
Total
At December 31, 2022
year
one and five
five years
years
(€ thousand)
Trade receivables
186,757
—
—
45,657
232,414
Receivables from financing activities (1)
208,407
1,060,819
Client financing
Dealer financing
Current tax receivables
Other current assets (excluding
prepayments)
Total
207,186
1,052,999
1,221
16,054
110,276
7,821
—
—
67,992
67,992
—
—
—
62,779
1,399,997
62,779
1,390,956
—
—
—
9,041
16,054
110,276
521,494
1,060,819
67,992
108,436
1,758,741
(1) Excluding interest generated on these receivables.
Overdue amounts represent receivables and other current assets
where payments are past their due date.
(19)
CURRENT FINANCIAL ASSETS
AND OTHER FINANCIAL LIABILITIES
Current financial assets are as follows:
Financial derivatives
Other financial assets
Current financial assets
At December 31,
2023
(€ thousand)
55,562
5,568
61,130
2022
80,233
7,068
87,301
Current financial assets and other financial liabilities mainly relate to for-
eign exchange derivatives and interest rate caps.
353
FERRARI N.V. 2023 ANNUAL REPORT AND FORM 20-FFINANCIAL STATEMENTS 354
FINANCIAL STATEMENTSFERRARI N.V. 2023 ANNUAL REPORT AND FORM 20-F The following table sets forth a breakdown of derivative assets and liabil-
ities at December 31, 2023 and 2022.
Cash flow hedge:
Currency swaps
Interest rate caps
Commodities
At December 31,
2023
2022
Positive fair
Negative fair
Positive fair
Negative fair
value
value
value
value
(€ thousand)
34,542
(10,170)
41,270
(16,976)
17,407
—
—
(174)
36,771
5
—
(772)
Total Cash flow hedges
51,949
(10,344)
78,046
(17,748)
Other foreign exchange derivatives
3,613
(3,195)
2,187
(2,245)
Current financial assets/(liabilities)
55,562
(13,539)
80,233
(19,993)
Foreign currency derivatives that do not meet the requirements to be
recognized as cash flow hedges are presented as other foreign cur-
rency derivatives. Interest rate caps relate to derivative instruments re-
quired as part of certain securitization agreements.
The following tables provide an analysis of outstanding derivative
financial instruments by foreign currency based on their fair value and
notional amounts:
Currencies:
U.S. Dollar
Pound Sterling
Japanese Yen
Swiss Franc
Chinese Yuan
Other(1)
At December 31, 2023
At December 31, 2022
Fair Value
Notional
Amount
Fair Value
Notional
Amount
(€ thousand)
32,069
2,515,057
49,466
2,385,494
(678)
145,216
2,811
121,881
14,086
392,343
(3,660)
106,911
915
(709)
141,493
153,207
2,711
(991)
2,702
3,541
275,700
108,459
176,062
131,319
Total amount
42,023
3,454,227
60,240
3,198,915
(1) Other mainly includes the Australian Dollar, the Canadian
Dollar and the Hong Kong Dollar.
At December 31, 2023 and 2022, substantially all
derivative financial instruments had a maturity of
twelve months or less.
CASH FLOW HEDGES
The effects recognized in the consolidated income
statement mainly relate to currency risk management
and in particular the exposure to fluctuations in the
Euro/U.S. Dollar exchange rate for sales in U.S. Dollars.
The policy of the Group for managing foreign
currency risk normally requires hedging of a por-
tion of projected future cash flows from trading
activities and orders acquired (or contracts in prog-
ress) in foreign currencies that will occur within the
following 12 months. Derivatives relating to foreign
355
FERRARI N.V. 2023 ANNUAL REPORT AND FORM 20-FFINANCIAL STATEMENTS currency risk management are treated as cash flow
hedges where the derivative qualifies for hedge ac-
counting. The amounts recorded in the cash flow
hedge reserve within other comprehensive income
will be recognized in the consolidated income state-
ment according to the timing of the flows of the un-
derlying transactions. Management believes that
substantially all of the hedging effects arising from
these derivative contracts and recorded in the cash
flow hedge reserve will be recognized in the con-
solidated income statement within the following 12
months from the reporting date.
The Group reclassified gains and losses, net of
the related tax effects, from other comprehensive
income/(loss) to the consolidated income statement
as follows:
Net revenues/(costs)
Income tax (expense)/benefit
Total recognized in the consolidated income statement
For the years ended December 31,
2023
2022
2021
48,393
(13,502)
34,891
(€ thousand)
(75,749)
21,134
(54,615)
7,275
(2,030)
5,245
The ineffectiveness of cash flow hedges was not material for the years
2023, 2022 and 2021.
(20)
EQUITY
SHARE CAPITAL
At December 31, 2023 and 2022 the fully paid up
share capital of the Company was €2,573 thousand,
consisting of 193,923,499 common shares and
63,349,112 special voting shares, all with a nominal
value of €0.01. At December 31, 2023, the Company
had 13,505,409 common shares and 16,240 spe-
cial voting shares held in treasury, while at Decem-
ber 31, 2022, the Company had 11,970,001 common
shares and 5,199 special voting shares. Shares in
treasury include shares repurchased under the
Group’s share repurchase program, which are re-
corded based on the transaction trade date. The in-
crease in common shares held in treasury primarily
reflects the repurchase of shares by the Company
through its share repurchase programs, partially
offset by shares assigned under the Group’s equity
incentive plans. At December 31, 2023 and 2022 the
Company held in treasury 5.26 percent and 4.65 per-
cent of the total issued share capital of the Company,
respectively.(70)
The following table summarizes the changes in
the number of outstanding common shares and out-
standing special voting shares of the Company for
the years ended December 31, 2023 and 2022:
Common Shares
Special Voting
Total
Shares
Outstanding shares at December 31, 2021
183,843,396
63,344,922
247,188,318
Common shares repurchased under share repurchase program (1)
(1,966,816)
Common shares assigned under equity incentive plans (2)
Other changes (3)
76,918
—
—
—
(1,009)
(1,966,816)
76,918
(1,009)
Outstanding shares at December 31, 2022
181,953,498
63,343,913
245,297,411
Common shares repurchased under share repurchase program(4)
(1,630,171)
Common shares assigned under equity incentive plans (5)
94,763
—
—
Other changes (3)
—
(11,041)
(1,630,171)
94,763
(11,041)
Outstanding shares at December 31, 2023
180,418,090
63,332,872
243,750,962
(1)
Includes shares repurchased under the share repurchase
(2) On March 16, 2022, 122,125 common shares, which were
program between January 1, 2022 and December 31,
previously held in treasury, were assigned to participants of
2022 based on the transaction trade date, for a total
the equity incentive plans as a result of the vesting of certain
consideration of €384,869 thousand, including transaction
performance share unit and retention restricted share
costs.
unit awards. On the same day, the Company purchased
356
FINANCIAL STATEMENTSFERRARI N.V. 2023 ANNUAL REPORT AND FORM 20-F 56,517 common shares, for a total consideration of
(3) Relates to the deregistration of certain special voting shares
€10,365 thousand, from a group of those employees who
under the Company’s special voting shares term and
were assigned shares in order to cover the individual’s
conditions.
taxable income as is standard practice (“Sell to Cover”) in a
(4)
Includes shares repurchased under the share repurchase
cross transaction. On May 25, 2022, 6,643 common shares,
program between January 1, 2023 and December 31,
which were previously held in treasury, were assigned
2023 based on the transaction trade date, for a total
to certain employees. On the same day, the Company
consideration of €460,629 thousand (including Sell to Cover
purchased 3,185 common shares, for a total consideration
as described below), including transaction costs.
of €562 thousand, from a group of those employees who
(5) On March 15, 2023, 80,305 common shares, which were
were assigned shares in order to cover the individual’s
previously held in treasury, were assigned to participants
taxable income as is standard practice (“Sell to Cover”) in a
of the equity incentive plans as a result of the vesting of
cross transaction. On December 2, 2022, 11,218 common
certain performance share unit and retention restricted
shares, which were previously held in treasury, were
share unit awards. On March 15, 2023, the Company
assigned to participants of the equity incentive plans. On the
purchased 34,671 common shares, for a total consideration
same day, the Company purchased, 3,366 common shares,
of €8,448 thousand, from a group of employees who were
for a total consideration of €726 thousand, from a group
assigned shares in order to cover the individual’s taxable
of those employees who were assigned shares in order to
income as is standard practice (“Sell to Cover”) in a cross
cover the individual’s taxable income as is standard practice
transaction. On July 17, 2023 the Company assigned 49,129
(“Sell to Cover”) in a cross transaction. See Note 21 “Share-
shares related to commercial agreements with certain
Based Compensation” for additional details relating to the
suppliers and other shares awards. See Note 21 “Share-
Group’s equity incentive plans.
Based Compensation” for additional details relating to the
Group’s equity incentive plans.
• a treasury reserve of €1,704,673 thousand at De-
cember 31, 2023 and €1,244,045 thousand at De-
cember 31, 2022.
• a share-based compensation reserve of €38,106
thousand at December 31, 2023 and €28,574
thousand at December 31, 2022.
Following approval of the annual accounts by the
shareholders at the Annual General Meeting of the
Shareholders on April 14, 2023, a dividend distribu-
tion of €1.810 per outstanding common share was
approved, corresponding to a total distribution of
€328,631 thousand, which was fully paid in 2023).
The distribution was made from the retained earn-
ings reserve.
Following approval of the annual accounts by
the shareholders at the Annual General Meeting of
the Shareholders on April 13, 2022, a dividend dis-
tribution of €1.362 per outstanding common share
was approved, corresponding to a total distribution
of €249,522 thousand, which was fully paid in 2022).
The distribution was made from the retained earn-
ings reserve.
Following approval of the annual accounts by
the shareholders at the Annual General Meeting
of the Shareholders on April 15, 2021, a dividend
distribution of €0.867 per common share was ap-
proved, corresponding to a total distribution of
€160,272 thousand (of which €160,101 thousand
was paid in 2021). The distribution was made from
the retained earnings reserve.
THE LOYALTY VOTING STRUCTURE
The purpose of the loyalty voting structure is to re-
ward ownership of the Company’s common shares
and to promote stability of the Company’s share-
holder base by granting long-term shareholders of
the Company with special voting shares. Following
the separation of Ferrari from the Stellantis Group
(previously referred to as Fiat Chrysler Automobiles
N.V. or FCA prior to the merger between FCA and
Peugeot S.A. completed on January 16, 2021, which
resulted in the creation of Stellantis N.V.) in 2016,
Exor N.V. (“Exor”) and Piero Ferrari participate in the
Company’s loyalty voting program and, therefore,
effectively hold two votes for each of the common
shares they hold. Investors who purchase common
shares may elect to participate in the loyalty voting
program by registering their common shares in the
loyalty share register and holding them for three
years. The loyalty voting program will be affected by
means of the issue of special voting shares to eligi-
ble holders of common shares. Each special voting
share entitles the holder to exercise one vote at the
Company’s shareholder meetings. Only a minimal
dividend accrues to the special voting shares allo-
cated to a separate special dividend reserve, and the
special voting shares do not carry any entitlement to
any other reserve of the Group. The special voting
shares have only immaterial economic entitlements
and, as a result, do not impact the Company’s earn-
ings per share calculation.
RETAINED EARNINGS AND OTHER RESERVES
Retained earnings and other reserves includes:
• a share premium reserve of €5,768,544 thou-
sand at December 31, 2023 (€5,768,544 thou-
sand at December 31, 2022).
• a legal reserve of €46 thousand at December 31,
2023 and €19 thousand at December 31, 2022,
determined in accordance with Dutch law.
357
FERRARI N.V. 2023 ANNUAL REPORT AND FORM 20-FFINANCIAL STATEMENTS OTHER COMPREHENSIVE INCOME/(LOSS)
The following table presents other comprehensive income/(loss):
Items that will not be reclassified to the consolidated income
statement in subsequent periods:
Gains/(Losses) on remeasurement of defined benefit plans (1)
Total items that will not be reclassified to the consolidated
income statement in subsequent periods
Items that may be reclassified to the consolidated income
statement in subsequent periods:
For the years ended December 31,
2023
2022
2021
(€ thousand)
221
221
1,605
1,605
(463)
(463)
Gains/(Losses) on cash flow hedging instruments arising
22,109
17,149
(56,855)
during the period
(Gains)/Losses on cash flow hedging instruments reclassified
(48,393)
75,749
(7,275)
to the consolidated income statement
(Losses)/Gains on cash flow hedging instruments
Exchange differences on translating foreign operations
(26,284)
(6,323)
92,898
9,798
(64,130)
14,229
Total items that may be reclassified to the consolidated income
(32,607)
102,696
(49,901)
statement in subsequent periods
Total other comprehensive (loss)/income
(32,386)
104,301
(50,364)
Related tax impact
Total other comprehensive (loss)/income, net of tax
6,351
(26,035)
(25,002)
79,299
18,070
(32,294)
(1)
Includes a loss of €30 thousand, a loss of €15 thousand and
proportionate share of the remeasurement of defined
a gain of €83 thousand for the years ended December 31,
benefit plans of FFS GmbH, for which the Group holds a 49.9
2023, 2022 and 2021, respectively, related to the Group’s
percent interest.
Gains and losses on the remeasurement of defined benefit plans in-
clude actuarial gains and losses arising during the period and are offset
against the related net defined benefit liabilities.
The tax effects relating to other comprehensive income/(loss) are
summarized in the following table:
For the years ended December 31,
2023
2022
2021
Pre-tax
Related
Net
Pre-tax
Related
Net
Pre-tax
Related
Net
balance
tax
balance
balance
tax
balance
balance
tax
balance
impact
impact
(€ thousand)
impact
Gains/(Losses) on
221
(52)
169
1,605
(376)
1,229
(463)
110
(353)
remeasurement of defined
benefit plans
(Losses)/Gains on cash flow
(26,284)
6,403
(19,881)
92,898
(24,626)
68,272
(64,130)
17,960
(46,170)
hedging instruments
Exchange (losses)/gains
(6,323)
—
(6,323)
9,798
—
9,798
14,229
—
14,229
on translating foreign
operations
Total other comprehensive
(32,386)
6,351
(26,035)
104,301
(25,002)
79,299
(50,364)
18,070
(32,294)
(loss)/income
358
FINANCIAL STATEMENTSFERRARI N.V. 2023 ANNUAL REPORT AND FORM 20-F TRANSACTIONS WITH NON-CONTROLLING
INTERESTS
2021-2023 PSU awards
The vesting of the awards is based on the achieve-
ment of defined key performance indicators as fol-
lows:
(i) TSR Target - 50 percent of the awards vest
based on the achievement of the TSR ranking of
Ferrari compared to an industry specific Peer
Group of eight;
(ii) EBITDA Target - 30 percent of the awards vest
based on the achievement of an EBITDA target
determined by comparing Adjusted EBITDA to
the Adjusted EBITDA targets derived from the
Group’s business plan;
(iii) Innovation Target - 20 percent of the awards
vest based on the achievement of defined objec-
tives for technological innovation and the devel-
opment of the new model pipeline over the per-
formance period.
Each target is settled independently of the other tar-
gets. The awards vest in 2024 and the total number
of shares assigned upon vesting depends on the lev-
el of achievement of the targets.
In March 2024, 41,338 2021-2023 PSU awards
are expected to vest (representing approximately
122 percent of the target PSU awards) as a result of
the achievement of the related performance con-
ditions (described above) and an equal number of
common shares held in treasury will be assigned to
participants of the plan, following which there will be
no further 2021-2023 PSU awards outstanding.
2021-2023 RSU awards
In March 2024, 29,550 2021-2023 RSU awards are
expected to vest as a result of the achievement of
the related service condition, which is the recipi-
ent’s continued employment with the Company at
the time of vesting, and an equal number of com-
mon shares held in treasury will be assigned to par-
ticipants of the plan, following which there will be no
further 2021-2023 RSU awards outstanding.
EQUITY INCENTIVE PLAN 2022-2024
Under the Equity Incentive Plan 2022-2024 approved
in 2022, the Company awarded approximately
72 thousand 2022-2024 PSUs to the Executive Chair-
man, the CEO, the remaining members of the FLT
and other employees of the Group, and approxi-
mately 26 thousand 2022-2024 RSUs to members
of the FLT and other employees of the Group. These
PSUs and RSUs cover the three-year performance
and service periods from 2022 to 2024.
With the exception of dividends paid to non-con-
trolling interests, there were no transactions with
non-controlling interests for the years ended De-
cember 31, 2023, 2022 or 2021.
POLICIES AND PROCESSES FOR MANAGING
CAPITAL
The Group’s objectives when managing capital are
to create value for shareholders as a whole, safe-
guard business continuity and support the sustain-
able growth of the Group. As a result, the Group en-
deavors to maintain a satisfactory economic return
for its shareholders and guarantee economic ac-
cess to external sources of funds.
(21)
SHARE-BASED COMPENSATION
EQUITY INCENTIVE PLANS
The Group has several equity incentive plans un-
der which a combination of performance share
units (“PSUs”) and retention restricted share units
(“RSUs”), which each represent the right to receive
one Ferrari common share, have been awarded to
the Executive Chairman, the Chief Executive Officer
(“CEO”), members of the Ferrari Leadership Team
(hereinafter also the “FLT”) and other key employees
of the Group.
EQUITY INCENTIVE PLAN 2020-2022
In the first quarter of 2023, 36,090 2020-2022 PSU
awards vested (representing 95 percent of the tar-
get PSU awards) as a result of the achievement of
the related performance conditions and 32,339
2020-2022 RSU awards vested upon achievement
of the related service conditions. As a result, 68,429
common shares, which were previously held in
treasury, were assigned to participants of the plan
in the first quarter of 2023. There are no further
awards outstanding for the Equity Incentive Plan
2020-2022.
EQUITY INCENTIVE PLAN 2021-2023
Under the Equity Incentive Plan 2021-2023 approved
in 2021, the Company awarded approximately 50
thousand 2021-2023 PSUs and approximately 41
thousand 2021-2023 RSUs to the Executive Chair-
man, members of the FLT and other key employ-
ees of the Group. These PSUs and RSUs cover the
three-year performance and service periods from
2021 to 2023.
359
FERRARI N.V. 2023 ANNUAL REPORT AND FORM 20-FFINANCIAL STATEMENTS 2022-2024 PSU awards
2023-2025 PSU awards
The vesting of the awards is based on the achievement
of defined key performance indicators as follows:
The vesting of the awards is based on the achievement
of defined key performance indicators as follows:
(i) TSR Target - 40 percent of the awards vest
based on the achievement of the TSR ranking of
Ferrari compared to an industry specific Peer
Group of eleven;
(ii) EBITDA Target - 40 percent of the awards vest
based on the achievement of an EBITDA target
determined by comparing Adjusted EBITDA to
the Adjusted EBITDA targets derived from the
Group’s business plan;
(iii) ESG Target - 20 percent of the awards vest
based on the achievement of defined objectives
relating to environmental and social factors. In
particular, 50 percent of the ESG Target is based
on the reduction of CO2 carbon emissions and
50 percent is based on the maintenance of the
equal salary certification.
(i) TSR Target - 40 percent of the awards vest
based on the achievement of the TSR ranking of
Ferrari compared to an industry specific Peer
Group of eleven;
(ii) EBITDA Target - 40 percent of the awards vest
based on the achievement of an EBITDA target
determined by comparing Adjusted EBITDA to
the Adjusted EBITDA targets derived from the
Group’s business plan;
(iii) ESG Target - 20 percent of the awards vest
based on the achievement of defined objectives
relating to environmental and social factors. In
particular, 50 percent of the ESG Target is based
on the reduction of CO2 carbon emissions and
50 percent is based on the maintenance of the
equal salary certification.
Each target is settled independently of the other tar-
gets. The awards vest in 2025 and the total number
of shares assigned upon vesting depends on the lev-
el of achievement of the targets.
Each target is settled independently of the other tar-
gets. The awards vest in 2026 and the total number
of shares assigned upon vesting depends on the lev-
el of achievement of the targets.
2022-2024 RSU awards
2023-2025 RSU awards
The awards vest in 2025, subject to the recipient’s
continued employment with the Company at the
time of vesting.
The awards vest in 2026, subject to the recipient’s
continued employment with the Company at the
time of vesting.
EQUITY INCENTIVE PLAN 2023-2025
Incentive Plan 2023-2025 is summarized below.
Supplemental information relating to the Equity
Under the Equity Incentive Plan 2023-2025 approved
in 2023, the Company awarded approximately
58 thousand 2023-2025 PSUs to the Executive Chair-
man, the CEO, the remaining members of the FLT
and other employees of the Group, and approxi-
mately 22 thousand 2023-2025 RSUs to members
of the FLT and other employees of the Group. These
PSUs and RSUs cover the three-year performance
and service periods from 2023 to 2025.
TSR TARGET
The number of 2023-2025 PSUs with a TSR Target
that vest under the Equity Incentive Plan 2023-2025
is based on the Company’s TSR performance over
the relevant performance period compared to an
industry-specific peer group as summarized below.
Ferrari TSR Ranking
% of Target Awards that Vest
1
2
3
4
5
6
>6
175%
150%
125%
100%
75%
50%
0%
360
FINANCIAL STATEMENTSFERRARI N.V. 2023 ANNUAL REPORT AND FORM 20-F 361
FERRARI N.V. 2023 ANNUAL REPORT AND FORM 20-FFINANCIAL STATEMENTS The defined peer group (including the Company) for the TSR Target is
presented below.
Ferrari
Hermes
Moncler
Aston Martin
Kering
Prada
Burberry
LVMH
Richemont
Estee Lauder
Mercedes Benz Group AG
EBITDA TARGET
The number of 2023-2025 PSUs with an EBITDA Target that vest under
the Equity Incentive Plan 2023-2025 is determined by comparing Adjust-
ed EBITDA to the Adjusted EBITDA targets derived from the Group’s busi-
ness plan, as summarized below.
Actual Adjusted EBITDA Compared to Business Plan
% of Awards that Vest
+15%
+10%
+5%
Business Plan Target
-5%
<-5%
175%
150%
125%
100%
75%
0%
FAIR VALUES AND KEY ASSUMPTIONS
The fair value of the PSUs and RSUs that were awarded under the Eq-
uity Incentive Plan 2023-2025, which is determined based on actuarial
calculations that apply certain assumptions and take into consideration
the specific characteristics of the awards granted, is summarized in the
following table.
Equity Incentive Plan 2023-2025
PSUs
RSUs
€236.30
€253.76
The fair value of the 2023-2025 PSU awards was measured at the grant
date using a Monte Carlo Simulation model. The fair value of the 2023-
2025 RSU awards was measured using the share price at the grant date
adjusted for the present value of future distributions which the recipi-
ents will not receive during the vesting period.
The key assumptions utilized to calculate the grant-date fair values of
the PSUs that were awarded under the Equity Incentive Plan 2023-2025
are summarized below:
362
FINANCIAL STATEMENTSFERRARI N.V. 2023 ANNUAL REPORT AND FORM 20-F Equity Incentive Plan 2023-2025
Grant date share price
Expected volatility
Dividend yield
Risk-free rate
€259.60
27.9%
0.75%
2.90%
The expected volatility was based on the observed
volatility of the defined peer group. The risk-free rate
was based on the iBoxx sovereign Eurozone yield.
BROAD-BASED EMPLOYEE SHARE
OWNERSHIP PLAN
In November 2023 the Company announced that it
would launch a broad-based employee share own-
ership plan in the early months of 2024 under which
each employee will be given the option to become
a shareholder of the Company, receiving a one-off
grant of shares worth up to a maximum of approxi-
mately €2 thousand. If the employee holds the shares
for at least 36 months, the Company will grant them
an additional tranche of shares worth up to 15 per-
cent of the value of the first allocation.
OTHER SHARE-BASED COMPENSATION
During 2022, the Company awarded 15,271 share
awards, which each represent the right to receive
one Ferrari common share, to certain employees, of
which 6,643 share awards vested immediately at the
grant date. In 2023 6,838 share awards vested and
1,309 share awards were forfeited. At December 31,
2023, 481 share awards remained outstanding and
will vest in 2024, subject to the recipient’s continued
employment with the Company at the time of vest-
ing. The fair value of the awards was equal to €203
per award, measured using the share price at the
grant date adjusted for the present value of future
distributions which the recipients will not receive
during the vesting period.
The Company also provides share-based pay-
ments for services received as part of commercial
agreements with certain suppliers.
OUTSTANDING SHARE AWARDS
The following table presents the changes to the out-
standing share awards under the Group’s share-
based payment arrangements:
PSU
Awards
RSU
Awards
Other
Total
Awards
Outstanding
Awards
Balance at December 31, 2021
152,172
123,661
—
275,833
Granted
Forfeited
Vested
72,373
26,574
64,048
162,995
(16,327)
(8,934)
—
(25,261)
(68,013)
(54,112)
(6,643)
(128,768)
Balance at December 31, 2022
140,205
87,189
57,405
284,799
Granted
Forfeited
Vested
58,381
21,939
63,217
143,537
(8,117)
(3,544)
(1,309)
(12,970)
(36,090)
(32,339)
(55,614)
(124,043)
Balance at December 31, 2023
154,379
73,245
63,699
291,323
363
FERRARI N.V. 2023 ANNUAL REPORT AND FORM 20-FFINANCIAL STATEMENTS SHARE-BASED COMPENSATION EXPENSE
The following table presents the share based compensation expense
recognized for the years ended December 31, 2023, 2022 and 2021, as
well as the unrecognized share-based compensation at December 31,
2023, 2022 and 2021.
For the years ended December 31,
2023
2022
2021
Equity incentive plans and other share-based awards
Broad-based employee share ownership plan
Commercial agreements with suppliers
(€ thousand)
16,172
—
4,688
15,154
10,222
4,563
Total share-based compensation expense
29,939
20,860
11,689
—
2,206
13,895
Unrecognized share-based compensation expense
12,954
16,069
11,082
At December 31,
2023
2022
2021
(€ thousand)
(22)
EMPLOYEE BENEFITS
The Group’s provisions for employee benefits are as follows:
Present value of defined benefit obligations:
Italian employee severance indemnity (TFR)
Total present value of defined benefit obligations
Other provisions for employees
Total provisions for employee benefits
At December 31,
2023
(€ thousand)
13,903
13,903
109,142
123,045
2022
15,142
15,142
95,665
110,807
DEFINED CONTRIBUTION PLANS
DEFINED BENEFIT OBLIGATIONS
The Group recognizes the cost for defined contribu-
tion plans over the period in which the employee ren-
ders service and classifies this by function in cost of
sales, selling, general and administrative costs and
research and development costs. The total income
statement expense for defined contributions plans
in the years ended December 31, 2023, 2022 and
2021 was €18,832 thousand, €16,944 thousand and
€15,729 thousand, respectively.
ITALIAN EMPLOYEE SEVERANCE INDEMNITY (TFR)
Trattamento di fine rapporto or “TFR” relates to the
amounts that employees in Italy are entitled to re-
ceive when they leave the company and is calculated
based on the period of employment and the taxable
earnings of each employee. Under certain condi-
tions the entitlement may be partially advanced to an
employee during the employee’s working life.
The Italian legislation regarding this scheme was
amended by Law 296 of 27 December 2006 and sub-
364
FINANCIAL STATEMENTSFERRARI N.V. 2023 ANNUAL REPORT AND FORM 20-F sequent decrees and regulations issued in the first
part of 2007. Under these amendments, companies
with at least 50 employees are obliged to transfer
the TFR to the “Treasury fund” managed by the Ital-
ian state-owned social security body (“INPS”) or to
supplementary pension funds. Prior to the amend-
ments, accruing TFR for employees of all Italian
companies could be managed by the company itself.
Consequently, the Italian companies’ obligation to
INPS and the contributions to supplementary pen-
sion funds take the form, under IAS 19 revised, of
“Defined contribution plans” whereas the amounts
recorded in the provision for employee severance
pay retain the nature of “Defined benefit plans”. Ac-
cordingly, the provision for employee severance
indemnity in Italy consists of the residual obligation
for TFR until December 31, 2006. This is an unfund-
ed defined benefit plan as the benefits have already
been almost entirely earned, with the sole exception
of future revaluations. Since 2007 the scheme has
been classified as a defined contribution plan, and
the Group recognizes the associated cost, being the
required contributions to the pension funds, over
the period in which the employee renders service.
The following table summarizes the changes in the
defined benefit obligations relating to the TFR liability:
Amounts at December 31, 2021
Included in the consolidated income statement
Included in other comprehensive income/loss (*)
Other
Benefits paid
Other changes
Amounts at December 31, 2022
Included in the consolidated income statement
Included in other comprehensive income/loss (*)
Other
Benefits paid
Other changes
Amounts at December 31, 2023
(*) Relates to actuarial losses/(gains) from financial
assumptions.
Total
18,430
22
(1,605)
(1,705)
(1,731)
26
15,142
518
(221)
(1,536)
(1,536)
—
13,903
Amounts recognized in the consolidated income statement relating to
the TFR liability are as follows:
Current service cost
Interest expense
Total recognized in the consolidated income statement
For the years ended December 31,
2023
2022
2021
(€ thousand)
—
518
518
—
22
22
6
—
6
The discount rates used for the measurement of the Italian TFR obliga-
tion are based on yields of high-quality (AA- rated) fixed income secu-
rities for which the timing and amounts of payments match the timing
and amounts of the projected benefit payments. For this plan, the single
weighted average discount rate that reflects the estimated timing and
amount of the scheme future benefit payments for 2023 is equal to 4.1
percent (3.8 percent in 2022 and 0.9 percent in 2021). The average dura-
365
FERRARI N.V. 2023 ANNUAL REPORT AND FORM 20-FFINANCIAL STATEMENTS tion of the Italian TFR was approximately 6 years at December 31, 2023 (7
years and 8 years at December 31, 2022 and 2021, respectively). Retire-
ment or employee leaving rates are developed to reflect actual and pro-
jected Group experience and legal requirements for retirement in Italy.
Current service cost is recognized by function in cost of sales, selling,
general and administrative costs or research and development costs.
The expected future benefit payments for the defined benefit obliga-
tions as of December 31, 2023 are as follows:
2024
2025
2026
2027
2028
2029 - 2033
Total
TFR
(€ thousand)
1,464
1,507
1,451
1,647
1,214
5,826
13,109
The sensitivity of the defined benefit obligations to changes in the weight-
ed principal assumptions is:
At December 31,
2023
2022
Changes in
Changes in
Changes in
Changes in
assumption of +1%
assumption of -1%
assumption of +1%
assumption of -1%
discount rate
discount rate
discount rate
discount rate
(€ thousand)
Impact on defined benefit obligation
(778)
868
(904)
1,013
The above sensitivity analysis is based on an assumed change in the dis-
count rate while holding all other assumptions constant. In practice, this
is unlikely to occur, and changes in some of the assumptions may be cor-
related. When calculating the sensitivity of the defined benefit obligation
to significant actuarial assumptions the same method has been applied
as when calculating the defined benefit liability recognized in the state-
ment of the financial position.
OTHER PROVISIONS FOR EMPLOYEES
Other provisions for employees consist of the expected future amounts
payable to employees in connection with other remuneration schemes,
which are not subject to actuarial valuation, including long-term bonus plans.
At December 31, 2023, other provisions for employees comprised
short-term bonus benefits amounting to €105,043 thousand (€92,463
thousand at December 31, 2022) and other benefits amounting to €4,099
thousand (€3,202 thousand at December 31, 2022), primarily relating to
jubilee benefits granted to certain employees by the Group in the event
of achieving 30 years of service.
366
FINANCIAL STATEMENTSFERRARI N.V. 2023 ANNUAL REPORT AND FORM 20-F (23)
PROVISIONS
Movements in provisions are as follows:
At December
Additional
Utilization
Releases
Translation
Reclassification
At December
31, 2022
provisions
differences
and other
31, 2023
(€ thousand)
movements
Warranty and recall
126,069
63,325
(50,573)
(7,751)
(572)
—
130,498
campaigns provision
Legal proceedings
12,062
239
(2,833)
(1,879)
(74)
(35)
7,480
and disputes
Environmental and
42,563
26,526
(4,627)
(15,626)
(730)
1,192
49,298
other risks
Total provisions
180,694
90,090
(58,033)
(25,256)
(1,376)
1,157
187,276
WARRANTY AND RECALL CAMPAIGNS
The provision for warranty and recall campaigns
represents the best estimate of commitments given
by the Group for contractual, legal, or constructive
obligations arising from product warranties given
for a specified period of time. Warranty and recall
campaigns provisions are recognized upon ship-
ment and estimated on the basis of the Group’s past
experience and contractual terms. Related costs
are recognized within cost of sales.
LEGAL PROCEEDINGS AND DISPUTES
The provision for legal proceedings and disputes
represents management’s best estimate of the ex-
penditures expected to be required to settle or oth-
erwise resolve legal proceedings and disputes. This
class of claims relates to allegations by contractu-
al counterparties that the Group has violated the
terms of the arrangements, including by terminat-
ing the applicable relationships. Judgments in these
proceedings may be issued in 2023 or beyond, al-
though any such judgments may remain subject to
ongoing judicial review. While the outcome of these
proceedings is uncertain, any losses in excess of the
provisions recorded are not expected to be mate-
rial to the Group’s financial condition or results of
operations. Additions to the provision for legal pro-
ceedings and disputes are recognized within other
expenses, net.
ENVIRONMENTAL AND OTHER RISKS
The provision for environmental and other risks
primarily relates to environmental risks, including
those relating to emissions regulations, as well as to
disputes and matters which are not subject to legal
proceedings, including disputes with suppliers, dis-
tributors, employees and other parties.
The following table presents where the addi-
tional provisions to environmental and other risks
recognized for the years ended December 31, 2023,
2022 and 2021 were recorded within the consolidat-
ed income statement.
Recorded in the consolidated income statement within:
Cost of sales
Selling, general and administrative costs
Total
For the years ended December 31,
2023
2022
2021
(€ thousand)
25,128
1,398
26,526
15,616
1,562
17,178
10,562
1,744
12,306
367
FERRARI N.V. 2023 ANNUAL REPORT AND FORM 20-FFINANCIAL STATEMENTS (24)
DEBT
The following table provides a breakdown of debt by nature and split be-
tween current and non-current.
At December 31,
2023
2022
Current Non-current
Total
Current Non-current
Total
(€ thousand)
Asset-backed financing (Securitizations)
514,597
651,876
1,166,473
422,736
682,689
1,105,425
Bonds and notes
—
903,673
903,673
394,628
1,095,691
1,490,319
Borrowings from banks and other financial
166,763
124,167
290,930
100,665
12,500
113,165
institutions
Lease liabilities
Other debt
Total debt
16,450
56,597
73,047
15,917
41,506
57,423
43,063
—
43,063
45,447
—
45,447
740,873
1,736,313
2,477,186
979,393
1,832,386
2,811,779
The following tables present the change in debt, indicating separately fi-
nancing cash flows and other movements.
Financing cash flows
Other movements
Balance at
Proceeds
Repayments
Interest
Translation
Balance at
December
from
of
accrued/
differences
December
31, 2022
borrowings
borrowings
(paid) and
other (1)(2)
31, 2023
(€ thousand)
Asset-backed financing
(Securitizations)
1,105,425
151,217
(49,611)
445
(41,003)
1,166,473
Bonds and notes
1,490,319
—
(575,702)
(10,944)
—
903,673
Borrowings from banks and other
113,165
250,000
(72,500)
2,891
(2,626)
290,930
financial institutions
Lease liabilities
57,423
—
(17,691)
34,448
(1,133)
73,047
Other debt
Total debt
45,447
34,596
(35,566)
—
(1,414)
43,063
2,811,779
435,813
(751,070)
26,840
(46,176)
2,477,186
Financing cash flows
Other movements
Balance at
Proceeds
Repayments
Interest
Translation
Balance at
December
from
of
accrued/
differences
December
31, 2021
borrowings
borrowings
(paid) and
31, 2022
other (1)
(€ thousand)
Bonds and notes
1,487,110
—
—
Asset-backed financing
(Securitizations)
900,213
218,924
(72,824)
3,209
1,733
—
1,490,319
57,379
1,105,425
Borrowings from banks and other
154,419
8,909
(55,000)
560
4,277
113,165
financial institutions
368
FINANCIAL STATEMENTSFERRARI N.V. 2023 ANNUAL REPORT AND FORM 20-F Financing cash flows
Other movements
Balance at
Proceeds
Repayments
Interest
Translation
Balance at
December
from
of
accrued/
differences
December
31, 2021
borrowings
borrowings
(paid) and
31, 2022
other (1)
(€ thousand)
Lease liabilities
56,210
—
(16,500)
17,409
304
57,423
Other debt
Total debt
32,059
34,456
(23,215)
—
2,147
45,447
2,630,011
262,289
(167,539)
22,911
64,107
2,811,779
(1) Other changes in lease liabilities relates entirely to non-cash
movements for the recognition of additional lease liabilities
(2)
Includes gains of €7,940 thousand realized on the partial
cash tender executed during the third quarter of 2023 on a
in accordance with IFRS 16.
bond due in 2025.
CONTRACTUAL UNDISCOUNTED CASH FLOWS
The following tables present the contractual maturities (contractual un-
discounted cash flows, including interest) of the Group’s debt based on
relevant maturity groupings.
Contractual cash flows at December 31, 2023
Less than 1
Between 1
Between 2
Over 5 years
Total
As reported
year
and 2 years
and 5 years
contractual
cash flows
at December
31, 2023 (*)
(€ thousand)
Asset-backed financing
(Securitizations)
542,960
390,256
277,783
—
1,210,999
1,166,473
Bonds and notes
11,714
458,619
14,850
460,106
945,289
903,673
Borrowings from banks and other
172,441
83,047
46,813
—
302,301
290,930
financial institutions
Lease liabilities
17,934
12,571
28,131
22,316
80,952
73,047
Other debt
Total debt
43,063
—
—
—
43,063
43,063
788,112
944,493
367,577
482,422
2,582,604
2,477,186
Contractual cash flows at December 31, 2022
Less than 1
Between 1
Between 2
Over 5 years
Total
As reported
year
and 2 years
and 5 years
contractual
cash flows
at December
31, 2022 (*)
(€ thousand)
Bonds and notes
400,475
14,700
668,777
464,648
1,548,600
1,490,319
Asset-backed financing
(Securitizations)
439,919
408,462
283,786
Borrowings from banks and other
117,349
—
—
financial institutions
—
—
1,132,167
1,105,425
117,349
113,165
Lease liabilities
16,178
11,373
20,289
12,785
60,625
57,423
Other debt
Total debt
45,447
—
—
—
45,447
45,447
1,019,368
434,535
972,852
477,433
2,904,188
2,811,779
(*) As reported in the consolidated statement of financial position
369
FERRARI N.V. 2023 ANNUAL REPORT AND FORM 20-FFINANCIAL STATEMENTS ASSET-BACKED FINANCING (SECURITIZATIONS)
As a means of diversifying its sources of funds, the
Group sells certain of its receivables originated by
its financial services activities in the United States
through asset-backed financing or securitization
programs (the terms asset-backed financing and
securitization programs are used synonymously
throughout this document), without transferring
the risks typically associated with the related re-
ceivables. As a result, the receivables sold through
securitization programs are still consolidated un-
til collection from the customer. The securitization
agreements for both programs require the mainte-
nance of an interest rate cap.
The following table presents information relat-
ing to the revolving securitization programs.
Program
Funding Limit (2)
Amount
Amount
Maturity Date
Retail (1)
Leasing (1)
Total asset-backed financing
(Securitizations)
Outstanding at
Outstanding at
December 31, 2023
December 31, 2022
($ million)
($ million)
($ million)
975
400
1,375
977
312
1,289
December 2024
November 2025
896
283
1,179
(1) At December 31, 2023 the notes relating to the retail
the notes relating to the leasing securitization program bore
securitization program bore interest at a rate per annum
interest at a rate per annum equal to the aggregate of SOFR
equal to the aggregate of a synthetic base rate substantially
plus a margin of 70 basis points.
replicating the LIBOR plus a margin of 70 basis points and
(1) Excluding accrued interest.
Cash collected from the settlement of receivables
under securitization programs is subject to certain
restrictions regarding its use and is primarily ap-
plied to repay principal and interest of the related
funding. Such cash amounted to €31,820 thousand
at December 31, 2023 (€44,085 thousand at Decem-
ber 31, 2022).
BONDS AND NOTES
2023 BOND
On March 16, 2023 the Company fully repaid the 2023
Bond for a total consideration of €390,374 thousand
(including accrued interest). The bond was previous-
ly issued on March 16, 2016, for a principal amount
of €500 million at a coupon of 1.5 percent and due
on March 2023. Following a cash tender offer, in July
2019 the Company executed the partial repurchase
of these notes for an aggregate nominal amount of
€115,395 thousand. The amount outstanding at De-
cember 31, 2022 was €388,947 thousand including
accrued interest of €4,567 thousand.
2025 BOND
On May 27, 2020 the Company issued 1.5 percent
coupon notes due May 2025 (“2025 Bond”), having
a principal of €650 million. The notes were issued
at a discount for an issue price of 98.898 percent,
resulting in net proceeds of €640,073 thousand,
after related expenses, and a yield to maturity of
1.732 percent. The bond was admitted to trading on
the regulated market of Euronext Dublin. Following
a cash tender offer, in July 2023, the Group accept-
ed for purchase valid tenders of the 2025 Bond for
an aggregate nominal amount of €199,037 thou-
sand and at a purchase price of €191,097 thou-
sand, resulting in gains of €7,940 thousand, which
were recognized within financial income. The re-
purchases were settled in July 2023. The amount
outstanding of the 2025 Bond at December 31,
2023 was €453,027 thousand, including accrued
interest of €4,097 thousand (€650,923 thousand,
including accrued interest of €5,818 thousand at
December 31, 2022).
2029 AND 2031 NOTES
On July 31, 2019, the Company issued 1.12 per-
cent senior notes due August 2029 (“2029 Notes”)
and 1.27 percent senior notes due August 2031
(“2031 Notes”) through a private placement to cer-
tain US institutional investors, each having a prin-
cipal of €150 million. The net proceeds from the
issuances amounted to €298,316 thousand and
the yields to maturity on an annual basis equal the
nominal coupon rates of the notes. The 2029 Notes
and the 2031 Notes are primarily used for general
corporate purposes, including the funding of capi-
tal expenditures.
The amount outstanding of the 2029 Notes at De-
cember 31, 2023 was €150,218 thousand, including
accrued interest of €700 thousand (€150,135 thou-
sand, including accrued interest of €700 thousand at
December 31, 2022). The amount outstanding of the
2031 Notes at December 31, 2023 was €150,246 thou-
sand, including accrued interest of €794 thousand
(€150,178 thousand including accrued interest of
€794 thousand at December 31, 2022).
370
FINANCIAL STATEMENTSFERRARI N.V. 2023 ANNUAL REPORT AND FORM 20-F 2032 NOTES
On July 29, 2021, the Company issued 0.91 per-
cent senior notes due January 2032 (“2032 Notes”)
through a private placement to certain US institu-
tional investors having a principal of €150 million.
The net proceeds from the issuance amounted to
€149,495 thousand and the yield to maturity on an
annual basis equals the nominal coupon rates of the
notes. The 2023 Notes are used for general corpo-
rate purposes. The amount outstanding of the 2032
Notes at December 31, 2023 was €150,182 thou-
sand, including accrued interest of €587 thousand
(€150,136 thousand, including accrued interest of
€577 thousand at December 31, 2022).
The aforementioned bonds and notes impose
covenants on Ferrari including: (i) negative pledge
clauses which require that, in case any security
interest upon assets of Ferrari is granted in con-
nection with other notes or debt securities with
the consent of Ferrari are, or are intended to be,
listed, such security should be equally and ratably
extended to the outstanding notes, subject to cer-
tain permitted exceptions; (ii) pari passu clauses,
under which the notes rank and will rank pari pas-
su with all other present and future unsubordinat-
ed and unsecured obligations of Ferrari; (iii) events
of default for failure to pay principal or interest or
comply with other obligations under the notes with
specified cure periods or in the event of a payment
default or acceleration of indebtedness or in the
case of certain bankruptcy events; and (iv) other
clauses that are customarily applicable to debt se-
curities of issuers with a similar credit standing. A
breach of these covenants may require the early
repayment of the notes. At December 31, 2023 and
2022, Ferrari was in compliance with the covenants
of the notes.
BORROWINGS FROM BANKS AND OTHER
FINANCIAL INSTITUTIONS
The following table presents information relating to borrowings from
banks and other financial institutions.
Borrowing Entity
Currency
2023
2022
Maturity Date
Amount Outstanding at December 31,
Ferrari N.V. (1)
Ferrari N.V. (1)
Ferrari Financial Services, Inc. (2)
Ferrari S.p.A. (3)
Total borrowings from banks and other
financial institutions
EUR
EUR
USD
EUR
(€ thousand)
130,224
75,040
73,153
12,513
—
—
75,665
37,500
January 2026
March 2026
April 2024
June 2024
290,930
113,165
(1) Amortized term loans bearing an average interest of 4.663
activities bearing interest at SOFR plus 75 basis points.
percent as of December, 31 2023.
(3) An amortized term loan bearing fixed interest at 0.118
(2) Financial liabilities of FFS Inc to support financial services
percent.
LEASE LIABILITIES
COMMITTED CREDIT LINES
The Group recognizes lease liabilities in relation
in accordance with IFRS
to right-of-use assets
16 - Leases. At December 31, 2023 lease liabilities
amounted to €73,047 thousand (€57,423 thousand
at December 31, 2022).
At December 31, 2023, the Group had total commit-
ted credit lines available and undrawn amounting to
€600 million and with maturities ranging from 2024
to 2026 (€669 million at December 31, 2022).
OTHER DEBT
Other debt mainly relates to US based financial ser-
vice activities with specific reference to expected
cash out for new funding request as per contractual
commitment.
371
FERRARI N.V. 2023 ANNUAL REPORT AND FORM 20-FFINANCIAL STATEMENTS (25)
OTHER LIABILITIES
An analysis of other liabilities is as follows:
Advances for supplies and services
Deferred income
Accrued expenses
Payables to personnel
Social security payables
Other
Total other liabilities
At December 31,
2023
(€ thousand)
516,096
295,683
100,305
44,880
25,857
40,146
1,022,967
2022
451,166
270,353
98,535
55,789
26,498
49,684
952,025
Deferred income primarily includes amounts re-
ceived under maintenance and power warranty
programs of €262,644 thousand at December 31,
2023 and €239,879 thousand at December 31, 2022,
which are deferred and recognized as net revenues
over the length of the maintenance program.
Of the total liability related to maintenance and
power warranty programs at December 31, 2023,
the Group expects to recognize in net revenues ap-
proximately €62 million in 2024, €57 million in 2025,
€48 million in 2026 and €95 million in periods subse-
quent to 2026.
Deferred income also includes amounts collect-
ed under various other agreements, which are de-
pendent upon the future performance of a service
or other act of the Group.
Advances and security deposits include ad-
vances received from customers for the purchase
of Ferrari cars, mainly for our Icona, limited edition
and Special Series models, as well as certain Range
models in selected markets. The advances are rec-
ognized in net revenues when the cars are shipped.
The increase during 2023 primarily relates to ad-
vances received during the year for the Purosangue
and the Roma Spider.
Changes in the Group’s contract liabilities for
maintenance and power warranties, and advances
from customers, were as follows:
At December
Additional
Amounts
Other changes
At December
31, 2022
amounts
recognized
31, 2023
arising during
within revenue
the period
(€ thousand)
Maintenance and power warranty
239,879
112,362
(89,617)
20
262,644
programs
Advances from customers
446,394
990,468
(925,406)
(831)
510,625
At December
Additional
Amounts
Other changes
At December
31, 2021
amounts
recognized
31, 2022
arising during
within revenue
the period
(€ thousand)
Maintenance and power warranty
218,982
100,710
(79,593)
(220)
239,879
programs
Advances from customers
236,516
761,714
(551,885)
49
446,394
372
FINANCIAL STATEMENTSFERRARI N.V. 2023 ANNUAL REPORT AND FORM 20-F (26)
TRADE PAYABLES
Trade payables of €930,560 thousand at Decem-
ber 31, 2023 (€902,968 thousands at December 31,
2022) are entirely due within one year. The carrying
amount of trade payables is considered to be equiv-
alent to their fair value.
(27)
FAIR VALUE MEASUREMENT
IFRS 13 — Fair Value Measurement establishes a
three level hierarchy for the inputs to the valuation
techniques used to measure fair value by giving the
highest priority to quoted prices (unadjusted) in ac-
tive markets for identical assets and liabilities (level
1 inputs) and the lowest priority to unobservable in-
puts (level 3 inputs). In some cases, the inputs used to
measure the fair value of an asset or a liability might
be categorized within different levels of the fair val-
ue hierarchy. In those cases, the fair value measure-
ment is categorized in its entirety in the same level of
the fair value hierarchy at the lowest level input that
is significant to the entire measurement.
Levels used in the hierarchy are as follows:
• Level 1 inputs are quoted prices (unadjusted) in ac-
tive markets for identical assets and liabilities that
the Group can access at the measurement date.
• Level 2 inputs are inputs other than quoted prices
included within level 1 that are observable for the
assets or liabilities, either directly or indirectly.
• Level 3 inputs are unobservable inputs for the
assets and liabilities.
ASSETS AND LIABILITIES THAT ARE MEASURED
AT FAIR VALUE ON A RECURRING BASIS
The following table shows the fair value hierarchy for financial assets
and liabilities that are measured at fair value on a recurring basis at De-
cember 31, 2023 and 2022:
Investments and other financial assets
Current financial assets
Total assets
Other financial liabilities
Total liabilities
Investments and other financial assets
Current financial assets
Total assets
Other financial liabilities
Total liabilities
Note
Level 1
Level 2
Level 3
Total
At December 31, 2023
(€ thousand)
16
19
19
11,982
—
—
55,562
11,982
55,562
—
—
13,539
13,539
—
—
—
—
—
11,982
55,562
67,544
13,539
13,539
Note
Level 1
Level 2
Level 3
Total
At December 31, 2022
(€ thousand)
16
19
19
9,954
—
—
80,233
9,954
80,233
—
—
19,993
19,993
—
—
—
—
—
9,954
80,233
90,187
19,993
19,993
There were no transfers between fair value hierar-
chy levels for the periods presented.
The fair value of current financial assets and oth-
er financial liabilities relates to derivative financial
instruments and is based on a standard accepted
valuation model. The fair value of foreign currency
forward, currency options and commodity swap is
measured by taking into consideration primarily the
373
FERRARI N.V. 2023 ANNUAL REPORT AND FORM 20-FFINANCIAL STATEMENTS appropriate corroborated market-based currency
forward rate, commodity price and currency im-
plied volatility at the balance sheet date. The fair val-
ue of interest rate derivative is measured by taking
into consideration primarily the appropriate corrob-
orated market-based interest rates curve at the bal-
ance sheet date.
The par value of cash and cash equivalents usu-
ally approximates fair value due to the short matu-
rity of these instruments, which consist primarily of
current bank accounts.
ASSETS AND LIABILITIES NOT MEASURED AT FAIR
VALUE ON A RECURRING BASIS
For financial instruments represented by short-
term receivables and payables, for which the pres-
ent value of future cash flows does not differ sig-
nificantly from carrying value, the Group assumes
that carrying value is a reasonable approximation
of the fair value. In particular, the carrying amount
of current receivables and other current assets and
of trade payables and other liabilities approximates
their fair value.
The following table presents the carrying
amount and fair value for the most relevant cate-
gories of financial assets and financial liabilities not
measured at fair value on a recurring basis:
At December 31,
2023
2022
Note
Carrying
amount
Fair value
Carrying
amount
Fair value
(€ thousand)
Receivables from financing activities
18
1,451,158
1,451,158
1,399,997
1,399,997
Client financing
Dealer financing
Total
Debt
1,451,158
1,451,158
1,390,956
1,390,956
—
—
9,041
9,041
1,451,158
1,451,158
1,399,997
1,399,997
24
2,477,186
2,462,716
2,811,779
2,770,633
The Group has determined that the carrying amount
of the majority of its debt approximates its fair val-
ue since either (i) the interest payable on the debt
is close to current market rates, and/or (ii) the debt
is of a short-term nature. The only exception is the
Group's debt that is publicly listed for which the fair
value is based on quoted market prices.
The Group carries out transactions with related par-
ties on commercial terms that are normal in the re-
spective markets, considering the characteristics
of the goods or services involved. Transactions car-
ried out by the Group with these related parties are
primarily of a commercial nature and, in particular,
these transactions relate to:
(28)
RELATED PARTY TRANSACTIONS
Pursuant to IAS 24, the related parties of Ferrari in-
clude Exor N.V., and together with its subsidiaries
the Exor Group, as well as all entities and individuals
capable of exercising control, joint control or signif-
icant influence over the Group and its subsidiaries.
Related parties also include companies over which
the Exor Group is capable of exercising control, joint
control or significant influence, including Stellantis
N.V., and together with its subsidiaries the Stellantis
Group, and CNH Industrial N.V. and its subsidiaries,
as well as joint ventures and associates of Ferrari. In
addition, members of the Ferrari Board of Directors
and executives with strategic responsibilities and
their families are also considered related parties.
Transactions with Stellantis Group companies
• the sale of engines to Maserati S.p.A. (“Maserati”);
• the purchase of engine components for the use
in the production of Maserati engines from FCA
US LLC;
• transactions with Stellantis Group companies,
mainly relating to a technical cooperations
agreement with the aim to enhance the quality
and competitiveness of their respective prod-
ucts while reducing costs and investments, to
services provided by Stellantis Group compa-
nies, including human resources, payroll, tax and
the procurement of insurance coverage, as well
as to sponsorship revenues received.
Transactions with Stellantis Group companies for
the periods presented include transactions with
FCA Bank until April 1, 2023. Following the sale by the
374
FINANCIAL STATEMENTSFERRARI N.V. 2023 ANNUAL REPORT AND FORM 20-F Stellantis Group of its 50 percent ownership interest
in FCA Bank to Crédit Agricole Consumer Finance
S.A., FCA Bank (which was renamed CA Auto Bank)
is now fully owned by Crédit Agricole Consumer Fi-
nance S.A. and is no longer a related party of Ferrari.
Transactions with Exor Group companies (exclud-
ing Stellantis Group companies)
• the Group incurs rental costs from Iveco S.p.A.,
a company belonging to Iveco Group, related to
the rental of trucks used by the Formula 1 racing
team;
• the Group earns sponsorship revenue from Ive-
co S.p.A.
Transactions with other related parties
ing cars from COXA S.p.A.;
• the purchase of components for Formula 1 rac-
• consultancy services provided by HPE S.r.l.;
• sponsorship agreement relating to Formula 1
• sale of cars to certain members of the Board of
activities with Ferretti S.p.A.;
Directors of Ferrari N.V. and Exor.
In accordance with IAS 24, transactions with related
parties also include compensation to Directors and
managers with strategic responsibilities.
The amounts of transactions with related par-
ties recognized in the consolidated income state-
ment are as follows:
For the years ended December 31,
2023
2022
2021
Net
Costs(1)
Financial
Net
Costs(1)
Financial
Net
Costs(1)
Financial
revenues
expenses,
revenues
expenses,
revenues
expenses,
net
Stellantis Group
companies
Maserati
50,391
2,091
FCA US LLC
—
6,803
net
—
—
(€ thousand)
78,946
2,989
14
14,861
net
—
—
119,083
2,428
—
18,465
—
—
Other Stellantis
11,489
6,280
1,032
10,953
5,950
2,696
11,799
6,238
2,103
Group companies
Total Stellantis
61,880
15,174
1,032
89,913
23,800
2,696
130,882
27,131
2,103
Group companies
Exor Group
companies
(excluding the
Stellantis Group)
281
1,615
3
282
1,611
—
281
1,014
Other related
2,237
15,000
—
3,088
14,121
1
795
15,143
parties
1
2
Total transactions
64,398
31,789
1,035
93,283
39,532
2,697
131,958
43,288
2,106
with related
parties
Total for the
5,970,146
3,477,355
15,015 5,095,254 3,098,475
49,616 4,270,894 2,434,198
33,257
Group
(1) Costs include cost of sales, selling, general and
administrative costs and other expenses, net.
375
FERRARI N.V. 2023 ANNUAL REPORT AND FORM 20-FFINANCIAL STATEMENTS Non-financial assets and liabilities originating from related party trans-
actions are as follows:
At December 31,
2023
2022
Trade
Trade
Other
Other
Trade
Trade
Other
Other
receivables
payables
current
liabilities
receivables
payables
current
liabilities
assets
assets
(€ thousand)
Stellantis Group
companies
Maserati
19,681
3,696
FCA US LLC
Other Stellantis
Group companies
11
588
771
1,858
Total Stellantis
20,280
6,325
—
—
6
6
—
—
704
17,458
4,806
10
700
4,637
1,978
—
—
2,246
—
111
1,063
704
18,168
11,421
111
3,309
Group companies
Exor Group
companies
(excluding the
Stellantis Group)
Other related
parties
—
392
214
218
343
418
68
73
118
2,726
—
51
673
3,341
499
504
Total transactions
20,398
9,443
220
973
19,184
15,180
678
3,886
with related
parties
Total for the
Group
261,380
930,560
130,228
1,022,967
232,414
902,968
153,183
952,025
At December 31, 2023 there were no financial assets or financial liabilities
with related parties (current financial receivables of €4,364 thousand
and other financial payables of €429 thousand at December 31, 2022).
EMOLUMENTS TO DIRECTORS
AND KEY MANAGEMENT
The fees of the Directors of Ferrari N.V. are as follows:
For the years ended December 31,
2023
2022
2021
(€ thousand)
Directors of Ferrari N.V.
9,791
7,660
6,668
The aggregate compensation to Directors of Ferrari
N.V. for year ended December 31, 2023 was €9,791
thousand (€7,660 thousand in 2022 and €6,668
thousand in 2021), inclusive of the following:
• €6,688 thousand for salary and other short-
term benefits, including short-term incentives
(€5,650 thousand in 2022 and €5,445 thousand
in 2021);
• €230 thousand for pension benefits (€230 thou-
sand in 2022 and there were no pension benefits
in 2021), and
• €2,873 thousand for share-based compensation
awarded under the Company’s equity incentive
plans and other share-based payments, (€1,780
thousand in 2022 and €1,223 thousand in 2021).
376
FINANCIAL STATEMENTSFERRARI N.V. 2023 ANNUAL REPORT AND FORM 20-F
See Note 21 “Share-based compensation” for
additional information related to the Company’s
equity incentive plans. There was no equity-set-
tled compensation for Non-Executive Directors
for the years ended December 31, 2023, 2022
and 2021.
The aggregate compensation for members of the
FLT (excluding the CEO) in 2023 was €39,131 thou-
sand (€33,935 thousand in 2022 and €18,728 thou-
sand in 2021), inclusive of the following:
• €34,107 thousand for salary and other short-
term benefits, including short-term incentives
(€28,084 thousand in 2022 and €14,088 thou-
sand in 2021);
• €4,479 thousand for share-based compensation
awarded under the Company’s equity incentive
plans (€5,176 thousand in 2022 and €4,241 thou-
sand in 2021); and
• €545 thousand for pension contributions (€675
thousand in 2022 and €399 thousand in 2021).
(29)
COMMITMENTS
ARRANGEMENTS WITH KEY SUPPLIERS
From time to time, in the ordinary course of busi-
ness, the Group enters into various arrangements
with key third party suppliers in order to establish
strategic and technological advantages. A limited
number of these arrangements contain uncondi-
tional purchase obligations to purchase a fixed or
minimum quantity of goods and/or services with
fixed and determinable price provisions.
ARRANGEMENTS WITH SPONSORS
Certain of the Group’s sponsorship contracts in-
clude terms whereby the Group is obligated to pur-
chase a minimum quantity of goods and/or services
from its sponsors.
Future minimum purchase obligations under
these supplier and sponsorship arrangements at
December 31, 2023 were as follows:
At December 31, 2023
Due within one
Due between
Due between
Due beyond
Total
year
one and three
three and five
five years
years
years
(€ thousand)
Minimum purchase obligations
24,071
9,031
3,000
—
36,102
LEASE AGREEMENTS
For information relating to future aggregate mini-
mum lease payments under lease contracts, which
primarily relate to the lease of stores and industri-
al buildings, see Note 24 “Debt—Contractual undis-
counted cash flows”.
(30)
QUALITATIVE AND QUANTITATIVE
INFORMATION ON FINANCIAL RISKS
The Group is exposed to the following financial risks
connected with its operations:
• financial market risk (principally relating to foreign
currency exchange rates and to a lesser extent, in-
terest rates and commodity prices), as the Group
operates internationally in different currencies;
• liquidity risk, with particular reference to the
availability of funds and access to the credit
markets, should the Group require them, and to
financial instruments in general;
377
• credit risk, arising from normal commercial re-
lations with dealers, sponsors, licensees and fi-
nal clients, as well as the Group’s financing activ-
ities.
These risks could significantly affect the Group’s
financial position, results of operations and cash
flows, and for this reason the Group identifies and
monitors these risks, in order to detect potential neg-
ative effects in advance and take the necessary ac-
tion to mitigate them, primarily through the Group’s
operating and financing activities and if required,
through the use of derivative financial instruments.
The following section provides qualitative and
quantitative disclosures on the effect that these
risks may have upon the Group. The quantitative
data reported in the following section does not have
any predictive value. In particular, the sensitivity
analysis on financial market risks does not reflect
the complexity of the market or the reaction which
may result from any changes that are assumed to
take place.
FERRARI N.V. 2023 ANNUAL REPORT AND FORM 20-FFINANCIAL STATEMENTS FINANCIAL MARKET RISKS
Due to the nature of the Group’s business, the Group
is exposed to a variety of market risks, including for-
eign currency exchange rate risk and to a lesser ex-
tent, interest rate risk and commodity price risk.
The Group’s exposure to foreign currency ex-
change rate risk arises from the geographic dis-
tribution of the Group’s shipments, as the Group
generally sells its models in the currencies of the
various markets in which the Group operates, while
the Group’s industrial activities are all based in Italy,
and primarily denominated in Euro.
The Group’s exposure to interest rate risk aris-
es from the need to fund certain activities and the
necessity to deploy surplus funds. Changes in mar-
ket interest rates may have the effect of either in-
creasing or decreasing the Group’s net profit/(loss),
thereby indirectly affecting the costs and returns of
financing and investing transactions.
The Group has in place various risk management
policies, which primarily relate to foreign exchange
and commodity price, interest rate and liquidity risks.
The Group’s risk management policies permit deriv-
atives to be used for managing such risk exposures
at risk. Counterparties to these agreements are ma-
jor financial institutions. Derivative financial instru-
ments can only be executed for hedging purposes.
In particular, the Group used derivative financial
instruments as cash flow hedges primarily for the
purpose of limiting the negative impact of foreign
currency exchange rate fluctuations on forecasted
transactions denominated in foreign currencies. Ac-
cordingly, as a result of applying risk management
policies with respect to foreign currency exchange
exposure, the Group’s results of operations have not
been fully exposed to fluctuations in foreign curren-
cy exchange rates. However, despite these risk man-
agement policies and hedging transactions, sudden
adverse movements in foreign currency exchange
rates could have a significant effect on the Group’s
earnings and cash flows.
The Group also enters into interest rate caps as
required by certain of its securitization agreements.
Information on the fair value of derivative finan-
cial instruments held is provided in Note 19.
INFORMATION ON FOREIGN CURRENCY
EXCHANGE RATE RISK
The Group is exposed to risks resulting from chang-
es in foreign currency exchange rates, which can af-
fect its earnings and equity. In particular:
• Where a Group company incurs costs in a cur-
rency different from that of its revenues, any
change in foreign currency exchange rates can
affect the operating results of that company. In
2023, the total trade flows exposed to foreign
currency exchange rate risk amounted to the
equivalent of 60 percent of the Group’s net reve-
nues (65 percent in 2022 and 58 percent in 2021).
• The main foreign currency exchange rate to
which the Group is exposed is the Euro/U.S. Dollar
for sales in U.S. Dollar in the United States and oth-
er markets where the U.S. Dollar is the reference
currency. In 2023, the value of commercial activi-
ties exposed to fluctuations in the Euro/U.S. Dollar
exchange rate accounted for approximately 57
percent (52 percent in 2022 and 51 percent in 2021)
of the total currency risk from commercial activi-
ties. In 2023 the commercial activities exposed to
the Euro/Chinese Renminbi exchange rate and
the Euro/Japanese Yen exchange rate exceeded
10 percent (in 2022 and 2021 the Euro/Japanese
Yen exchange rate and the Euro/Pound Sterling
exchange rate exceeded 10 percent) of the total
currency risk from commercial activities. Other
significant exposures included the exchange rate
between the Euro and the following currencies:
Pound Sterling, Swiss Franc, Australian Dollar and
Canadian Dollar. None of these exposures, taken
individually, exceeded 10 percent of the Group’s
total foreign currency exchange rate exposure
for commercial activities in 2023, 2022 and 2021
(apart from Pound Sterling in 2022 and 2021).
• Several subsidiaries are located in countries
that are outside the Eurozone, in particular the
United States, Japan, China, and Australia. As the
Group’s reporting currency is the Euro, the in-
come statements of those companies are trans-
lated into Euro using the average exchange rate
for the period and, even if revenues and margins
are unchanged in local currency, changes in ex-
change rates can impact the amount of reve-
nues, costs and profit as translated into Euro.
• The amount of assets and liabilities of consoli-
dated companies that report in a currency oth-
er than the Euro may vary from period to period
as a result of changes in exchange rates. The ef-
fects of these changes are recognized directly in
equity as a component of other comprehensive
income/(loss) under gains/(losses) from curren-
cy translation differences.
Exchange differences arising on the settlement of
monetary items or on reporting monetary items at
rates different from those at which they were initial-
ly recorded during the period or in previous finan-
cial statements, are recognized in the consolidated
income statement within financial income or finan-
cial expenses or as cost of sales for charges arising
from financial services companies.
It is the Group’s policy to use derivative financial
instruments (primarily forward currency contracts
and currency options) to hedge up to 90 percent of
the principal exposures to foreign currency trans-
action exchange risk, typically for a period of up to
twelve months.
The Group monitors its principal exposure to for-
eign currency translation exchange risk, although
the Group did not engage in any specific hedging ac-
tivities in relation to translation exchange risk for the
periods presented.
378
FINANCIAL STATEMENTSFERRARI N.V. 2023 ANNUAL REPORT AND FORM 20-F The impact of foreign currency exchange rate dif-
ferences recorded within financial income or fi-
nancial expenses for the year ended December 31,
2023, including the costs of hedging foreign cur-
rency exchange rate risk, amounted to net losses of
€20,197 thousand (net losses of €25,923 thousand
and €11,407 thousand for the years ended Decem-
ber 31, 2022 and 2021, respectively).
All of the Group’s financial services activities are
conducted in the functional currencies of the relat-
ed financial services companies, therefore the im-
pact of foreign currency exchange rate differences
arising from financial services activities was zero in
all periods presented.
Except as noted above, there have been no sub-
stantial changes in 2023 in the nature or structure
of exposure to foreign currency exchange rate risks
or in the Group’s hedging policies.
The potential decrease in fair value of deriv-
ative financial instruments held by the Group at
December 31, 2023 to hedge against foreign cur-
rency exchange rate risks, which would arise in
the case of a hypothetical, immediate and adverse
change of 10 percent in the exchange rates of the
major foreign currencies with the Euro, would be
approximately €191,355 thousand (€174,550 thou-
sand at December 31, 2022). Receivables, payables
and future trade flows for which hedges have been
put in place were not included in the analysis. It is
reasonable to assume that changes in foreign cur-
rency exchange rates will produce the opposite
effect, of an equal or greater amount, on the un-
derlying transactions that have been hedged. The
sensitivity analysis is based on currency hedging
in place at the end of the period, which can vary
during the period and assumes unchanged mar-
ket conditions other than exchange rates, such as
volatility and interest rates. For this reason, it is
purely indicative.
INFORMATION ON INTEREST RATE RISK
The Group’s exposure to interest rate risk, though
less significant, arises from the need to fund finan-
cial services activities and the necessity to deploy
surplus funds. Changes in market interest rates may
have the effect of either increasing or decreasing
the Group’s net profit/(loss), thereby indirectly af-
fecting the costs and returns of financing and in-
vesting transactions.
The Group’s most significant floating rate finan-
cial assets at December 31, 2023 were cash and
cash equivalents and certain receivables from client
financing activities, while 58 percent of the Group’s
gross debt bears floating rates of interest (42 per-
cent at December 31, 2022). At December 31, 2023,
an increase of 25 basis points in interest rates on
floating rate financial assets and debt, with all oth-
er variables held constant, would have resulted in a
decrease in profit before taxes of €565 thousand on
an annual basis (a decrease of €303 thousand at De-
cember 31, 2022 for a decrease of 10 basis points in
interest rates). The analysis is based on the assump-
tion that floating rate financial assets and debt which
expire during the projected 12-month period will be
renewed or reinvested in similar instruments, bear-
ing the hypothetical short-term interest rates.
INFORMATION ON COMMODITY PRICE RISK
The Group’s exposure to commodity price risk,
though much less significant than foreign exchange
rate risk and interest rate risk, arises from the need
to use a variety of raw materials in the Group’s op-
erations, including aluminum and precious metals
such as palladium and rhodium. The Group monitors
its exposure to commodity price risk and may hedge
a portion of such exposure through derivative finan-
cial instruments (primarily commodity swaps).
LIQUIDITY RISK
Liquidity risk arises if the Group is unable to obtain
the funds needed to carry out its operations and
meet its obligations. The main determinant of the
Group’s liquidity position is the cash generated by or
used in operating and investing activities.
From an operating point of view, the Group
manages liquidity risk by monitoring cash flows
and keeping an adequate level of funds readily avail-
able. The main funding operations and investments
in cash and marketable securities of the Group are
centrally managed or supervised by the treasury
department with the aim of ensuring effective and
efficient management of the Group’s liquidity. The
Group has established various policies which are
managed or supervised centrally by the treasury
department with the purpose of optimizing the
management of funds and reducing liquidity risk
which include:
quidity
use of cash pooling arrangements
• centralizing liquidity management through the
• maintaining a conservative level of available li-
• obtaining adequate credit lines and diversifying
• maintaining a portfolio of high-quality liquid assets
• monitoring future liquidity requirements on the
sources of funding
basis of business planning
Intercompany financing between Group entities is
not restricted other than through the application of
covenants requiring that transactions with related
parties be conducted at arm’s length terms.
Details on the maturity profile of the Group’s
financial assets and liabilities and on the structure
of derivative financial instruments are provided in
Notes 19 and 24. Details of the repayment of deriv-
ative financial instruments are provided in Note 19.
To preventively and prudently manage poten-
tial liquidity or refinancing risks in the foreseeable
future, the Group has secured available undrawn
committed credit lines, which amounted to €600
379
FERRARI N.V. 2023 ANNUAL REPORT AND FORM 20-FFINANCIAL STATEMENTS million and €669 million at December 31, 2023 and
2022 respectively.
The Group believes that its total available liquidity
(defined as cash and cash equivalents plus undrawn
committed credit lines), in addition to funds that will
be generated from operating activities, will enable
Ferrari to satisfy the requirements of its investing
activities and working capital needs fulfill its obli-
gations to repay its debt and ensure an appropriate
level of operating and strategic flexibility. The Group
therefore believes there is no significant risk of a
lack of liquidity.
CREDIT RISK
Credit risk is the risk of economic loss arising from
the failure to fully collect receivables. Credit risk
encompasses the direct risk of default and the risk
of a deterioration of the creditworthiness of the
counterparty. The maximum credit risk to which
the Group is theoretically exposed at December 31,
2023 is represented by the carrying amounts of the
financial assets presented in the consolidated state-
ment of financial position sheet and the nominal val-
ue of the guarantees provided.
Dealers, clients and, in general, Ferrari’s busi-
ness partners are subject to a specific evaluation
of their creditworthiness. Additionally, it is Group
practice to obtain financial guarantees against risks
associated with credit granted for the purchase of
cars and parts, as well as certain sponsorships and
licensees. These guarantees are further strength-
ened, where possible, by retaining title on cars sub-
ject to financing agreements.
Credit positions of material significance are
evaluated on an individual basis. Where objective
evidence exists that they are uncollectible, in whole
or in part, specific write-downs are recognized. The
amount of the write-down is based on an estimate of
the recoverable cash flows, the timing of those cash
flows, the cost of recovery and the fair value of any
guarantees received.
Receivables from financing activities relate en-
tirely to the financial services portfolio in the United
States and such receivables are generally secured
on the titles of cars or other guarantees. Receivables
from financing activities amounting to €1,451,158
thousand at December 31, 2023 (€1,399,997 thou-
sand at December 31, 2022) are shown net of the al-
lowance for doubtful accounts amounting to €11,165
P-1 / A-1 / Aaa-mf / AAAm (1)
P-2 / A-2
P-3 / A-3 / Not rated
thousand (€9,950 thousand at December 31, 2022).
After considering the allowance for doubtful ac-
counts, €82,029 thousand of receivables were over-
due (€62,779 thousand at December 31, 2022). There-
fore, overdue receivables represent a minor portion
of receivables from financing activities.
Trade receivables amounting to €261,380 thou-
sand at December 31, 2023 (€232,414 thousand at
December 31, 2022) are shown net of the allowance
for doubtful accounts amounting to €25,418 thou-
sand (€25,800 thousand at December 31, 2022).
After considering the allowance for doubtful ac-
counts, €35,935 thousand of receivables were over-
due (€45,657 thousand at December 31, 2022).
The Group’s cash and cash equivalents are held
on bank and deposit accounts with primary finan-
cial institutions and highly rated money market
funds. It is the Ferrari Group’s policy to continuous-
ly monitor counterparty risk and limit concentra-
tion of bank and deposit accounts to a maximum of
25% of the total with a single financial counterpart.
With specific reference to Money Market Funds,
instead, the invested amounts in any specific fund
must not exceed 10% of the par value of such. The
Group considers its credit risk with respect to its
cash and cash equivalents to be low considering
that they are held with primary financial institutions
and the maximum exposure with any one counter-
party is limited.
Cash flow forecasting
is performed by the
Group on a recurring basis. The Group monitors a
rolling forecast of its liquidity requirements to en-
sure that there is sufficient cash to meet operation-
al needs and maintain adequate headroom. Cash
held by the businesses over and above balances re-
quired for working capital management is loaned to
the Group’centralized treasury department. Cash is
invested in instant-access current accounts, short-
term deposits and money market funds, choosing
instruments with appropriate maturities to provide
adequate headroom as determined by cash fore-
casts. In accordance to Group liquidity risk man-
agement policy, the Group controls counterparties’
credit risk and credit limit utilization. It adopts a con-
servative approach to the investment of its cash
which is deposited with financial institutions with
high credit standing.
The following table presents information relat-
ing to the short term credit rating of the Group’s
cash and cash equivalents:
At December 31,
2023
6%
92%
2%
2022
1%
98%
1%
(1) Aaa-mf (Moody’s) /AAAm (S&P Global Ratings) refer to
institutions with whom the Group deposits cash in current
money market funds. P-ratings (Moody’s) and A-ratings (S&P
accounts or other short-term instruments.
Global Ratings) refer to the short-term rating of the financial
380
FINANCIAL STATEMENTSFERRARI N.V. 2023 ANNUAL REPORT AND FORM 20-F (31)
ENTITY-WIDE DISCLOSURES
The following table presents an analysis of net revenues by geograph-
ic location of the Group’s customers for the years ended December 31,
2023 and 2021, including the effects of foreign currency hedge trans-
actions. Revenues by geography presented for material individual coun-
tries are not necessarily correlated to shipments of cars as certain
countries include revenues from sponsorship and commercial activities
relating to Ferrari’s participation in the Formula 1 World Championship.
Italy
Rest of EMEA
of which UK
of which Germany
Americas (1)
For the years ended December 31,
2023
2022
2021
(€ thousand)
442,760
379,898
409,992
2,428,783
2,045,888
1,869,864
625,930
493,930
536,280
430,380
457,060
367,087
1,762,530
1,407,790
1,097,904
of which United States of America
1,535,772
1,198,834
Mainland China, Hong Kong and Taiwan
of which Mainland China
Rest of APAC (2)
Total net revenues
583,760
479,882
752,313
621,407
533,724
640,271
930,316
332,971
249,275
560,163
5,970,146
5,095,254
4,270,894
(1) Americas includes the United States of America, Canada,
(2) Rest of APAC mainly includes Japan, Australia, Singapore,
Mexico, the Caribbean and of Central and South America.
Indonesia, South Korea, Thailand, India and Malaysia.
Revenues in the Netherlands, the Company’s country of domicile, for the
years ended December 31, 2023, 2022 and 2021 amounted to €68,605 thou-
sand, €56,748 thousand and €41,892 thousand, respectively.
The following table presents an analysis of non-current assets other
than financial instruments and deferred tax assets by geographic location:
At December 31,
2023
2022
Property,
plant and
equipment
Goodwill
Intangible
assets
Property,
plant and
equipment
Goodwill
Intangible
assets
(€ thousand)
1,532,516
785,182
1,419,447
1,418,846
785,182
1,307,127
5,388
29,701
3,100
4,495
—
—
—
—
—
—
—
4,830
27,233
4,598
252
2,318
—
—
—
—
—
—
—
261
1,575,200
785,182
1,419,699
1,457,825
785,182
1,307,388
Italy
Rest of EMEA
Americas (1)
Mainland China,
Hong Kong and Taiwan
Rest of APAC (2)
Total
(1) Americas includes the United States of America, Canada,
Mexico, the Caribbean and of Central and South America.
(2) Rest of APAC mainly includes Japan, Australia, Singapore,
Indonesia, South Korea, Thailand, India and Malaysia.
381
FERRARI N.V. 2023 ANNUAL REPORT AND FORM 20-FFINANCIAL STATEMENTS (32)
CASH AND CASH EQUIVALENTS AND NOTES
TO THE CONSOLIDATED STATEMENT OF CASH FLOWS
CASH AND CASH EQUIVALENTS
The following table presents cash and cash equivalents:
Cash and bank balances
Cash and cash equivalents
At December 31,
2023
(€ thousand)
1,121,981
1,121,981
2022
1,388,901
1,388,901
At December 31, 2023, cash and cash equivalents in-
cluded €50,000 thousand relating to a time deposit
held with a recognized international financial insti-
tution, which originated in November 2023 and ma-
tures in February 2024 and an investment in money
market funds of €50,069 thousand with an AAAm
rating. At December 31, 2022, cash and cash equiva-
lents included €100,000 thousand relating to a time
deposit held with a recognized international finan-
cial institution, which originated in December 2022
and matured in March 2023. At both December 31,
2023 and 2022, the remaining cash and bank balanc-
es were held in bank current accounts.
At December 31, 2023, 80 percent of our cash and
cash equivalents were denominated in Euro (at De-
cember 31, 2022, 85 percent). The Group’s cash and
cash equivalents denominated in currencies other
than the Euro are available mostly to Ferrari S.p.A.
and certain subsidiaries which operate in areas oth-
er than the Eurozone.
The following table sets forth an analysis of the
currencies in which the Group’s cash and cash
equivalents were denominated at December 31,
2023 and 2022.
Euro
U.S. Dollar
Chinese Yuan
Pound Sterling
Other currencies
Total
At December 31,
2023
(€ thousand)
2022
894,509
1,181,354
96,663
80,716
19,706
30,387
70,261
95,835
9,453
31,998
1,121,981
1,388,901
Cash held in some countries may be subject to trans-
fer restrictions. In particular, cash held in China (in-
cluding in currencies other than the Chinese Yuan),
which amounted to €81,337 thousand at December
31, 2023 (€96,726 thousand at December 31, 2022),
is subject to certain repatriation restrictions and
may only be repatriated as a repayment of payables
or debt, or as dividends or capital distributions. The
Group does not believe that such transfer restric-
tions have any adverse impacts on its ability to meet
its liquidity requirements.
Cash collected from the settlement of receivables
under securitization programs is subject to certain
restrictions regarding its use and is principally ap-
plied to repay principal and interest of the related
funding. Such cash amounted to €31,820 thousand
at December 31, 2023 (€44,085 thousand at Decem-
ber 31, 2022).
For information relating to the credit risk with
respect to cash and cash equivalents, see note 30
“Qualitative and Quantitative Information on Finan-
cial Risks”.
382
FINANCIAL STATEMENTSFERRARI N.V. 2023 ANNUAL REPORT AND FORM 20-F NOTES TO THE CONSOLIDATED STATEMENT
OF CASH FLOWS
Other non-cash expenses, net primarily includes equity-settled share-
based compensation, allowances for doubtful accounts of trade receiv-
ables and provisions for slow moving and obsolete inventories.
For information relating to the financing cash flows relating to debt,
see Note 24 “Debt”.
(33)
SUBSEQUENT EVENTS
The Group has evaluated subsequent events through February 22, 2024,
which is the date the Consolidated Financial Statements were authorized
for issuance, and identified the following matters:
Under the common share repurchase program, from January 1, 2024
to February 16, 2024 the Company purchased an additional 187,642 com-
mon shares for total consideration of €60.9 million. At February 16, 2024,
the Company held in treasury an aggregate of 13,693,051 common shares.
On February 22, 2024, the Board of Directors of Ferrari N.V. recom-
mended to the Company’s shareholders that the
Company declare a dividend of €2.443 per common share, totaling
approximately €440 million. The proposal is subject to the
approval of the Company’s shareholders at the Annual General Meet-
ing to be held on April 17, 2024.
383
FERRARI N.V. 2023 ANNUAL REPORT AND FORM 20-FFINANCIAL STATEMENTS FINANCIAL STATEMENTS
COMPANY
FINANCIAL
STATEMENT
AT AND FOR THE
YEAR ENDED
DECEMBER 31 2023
386
Income Statement / Statement
388
Statement of Cash Flows
390
Notes to the Company Financial
of Comprehensive Income
Statements
387
Statement of Financial Position
389
Statement of Changes in Equity
P. 385
00 Lorem Ipsum00 Lorem Ipsum00 Lorem Ipsum00 Lorem Ipsum00 Lorem Ipsum00 Lorem Ipsum00 Lorem Ipsum00 Lorem Ipsum00 Lorem Ipsum00 Lorem Ipsum00 Lorem Ipsum00 Lorem Ipsum00 Lorem Ipsum00 Lorem Ipsum00 Lorem Ipsum00 Lorem Ipsum00 Lorem Ipsum00 Lorem Ipsum00 Lorem Ipsum00 Lorem Ipsum00 Lorem Ipsum00 Lorem Ipsum00 Lorem Ipsum00 Lorem Ipsum00 Lorem Ipsum00 Lorem Ipsum00 Lorem Ipsum00 Lorem Ipsum00 Lorem Ipsum00 Lorem Ipsum
FERRARI N.V.
INCOME STATEMENT/ STATEMENT OF COMPREHENSIVE INCOME
FOR THE YEARS ENDED DECEMBER 31, 2023 AND 2022
Net revenues
Other income
Dividend income
Cost of sales
Selling, general and administrative costs
Financial income
Financial expenses
Financial expenses, net
Profit before taxes
Income tax benefit
Net profit
Other comprehensive income
Total comprehensive income
For the years ended December 31,
Note
2023
2022
3
3
4
5
6
6
6
7
(€ thousand)
2,144
18,747
474
15,830
500,000
700,000
1,781
45,214
11,092
131,040
119,948
1,550
35,391
594
36,311
35,717
353,948
643,646
28,811
4,786
382,759
648,432
27
—
382,786
648,432
The accompanying notes are an integral part of the Company Financial Statements.
386
FINANCIAL STATEMENTSFERRARI N.V. 2023 ANNUAL REPORT AND FORM 20-F FERRARI N.V.
STATEMENT OF FINANCIAL POSITION
AT DECEMBER 31, 2023 AND 2022
Note
2023
2022
At December 31,
(€ thousand)
Assets
Property, plant and equipment
Investments in subsidiaries
Financial receivables
Deferred tax assets
Total non-current assets
Trade receivables
Tax receivables
Other current assets
Cash and cash equivalents
Total current assets
Total assets
Equity and liabilities
Share capital
Share premium
Other reserves
Retained earnings
Total equity
Debt (Non-Current)
Employee benefits
Total non-current liabilities
Debt (Current)
Trade payables
Tax payables
Other current liabilities
Ferrari Group cash management pools
Total current liabilities
Total liabilities
Total equity and liabilities
8
9
10
7
10
7
10
12
13
15
15
16
7
17
11
2,734
1,814
8,783,663
8,778,173
34,762
3,836
26,704
1,974
8,824,995
8,808,665
23,040
90,463
61,298
97,432
23,871
33,400
74,529
110,702
272,233
242,502
9,097,228
9,051,167
2,573
2,573
5,768,544
5,768,544
(1,573,121)
(1,143,382)
737,962
683,834
4,935,958
5,311,569
1,029,572
1,097,142
5,797
2,639
1,035,369
1,099,781
3,016,746
2,553,992
1,743
69,597
35,051
2,764
7,533
36,661
36,233
5,398
3,125,901
2,639,817
4,161,270
3,739,598
9,097,228
9,051,167
The accompanying notes are an integral part of the Company Financial Statements.
387
FERRARI N.V. 2023 ANNUAL REPORT AND FORM 20-FFINANCIAL STATEMENTS FERRARI N.V.
STATEMENT OF CASH FLOWS
FOR THE YEARS ENDED DECEMBER 31, 2023 AND 2022
Cash and cash equivalents at the beginning of the year
110,702
94,530
For the years ended December 31,
Note
2023
2022
(€ thousand)
Cash flows from operating activities:
Net profit
Income tax benefit
Amortization and depreciation
Financial income
Financial expenses
Other non-cash expenses, net
Change in trade receivables
Change in trade payables
Change in other operating assets and liabilities
Finance costs paid
Total cash flows from operating activities
Cash flows used in investing activities:
Investments in property, plant and equipment
Investments in subsidiaries
Total cash flows used in investing activities
Cash flows used in financing activities:
Proceeds from financial liabilities with related parties
Repayments of financial liabilities with related parties
Proceeds from borrowings from banks and other financial
institutions
Repayments of borrowings from banks and other financial
institutions
Repayments of bonds and notes
Repayments of lease liabilities
Change in Ferrari Group cash management pools
Dividends paid to owners
Share repurchases
Total cash flows used in financing activities
Total change in cash and cash equivalents
Cash and cash equivalents at the end of the year
7
8
6
6
19
10
16
8
9
15
15
15
15
15
15
11
13
13
19
382,759
(28,811)
703
(11,092)
131,040
(6,721)
1,025
(5,782)
37,053
(77,797)
422,377
(1,585)
(9,000)
(10,585)
648,432
(4,786)
477
(594)
36,311
4,790
(9,564)
(3,954)
(6,276)
(23,103)
641,733
(55)
(30)
(85)
2,900,000
2,150,000
(2,159,120)
(2,140,000)
250,000
(47,500)
(575,702)
(672)
(2,808)
—
—
—
(348)
10,916
(328,631)
(249,522)
(460,629)
(396,522)
(425,062)
(625,476)
(13,270)
97,432
16,172
110,702
The accompanying notes are an integral part of the Company Financial Statements.
388
FINANCIAL STATEMENTSFERRARI N.V. 2023 ANNUAL REPORT AND FORM 20-F FERRARI N.V.
STATEMENT OF CHANGES IN EQUITY
FOR THE YEARS ENDED DECEMBER 31, 2023 AND 2022
Share capital
Share premium
Other reserves
Retained
earnings
Total equity
(€ thousand)
At December 31, 2021
2,573
5,768,544
(767,646)
284,924
5,288,395
Net profit and total
comprehensive income
Dividends to owners
Share repurchases
Share-based compensation
Other changes
—
—
—
—
—
—
—
—
—
—
—
—
(396,522)
20,860
(74)
648,432
648,432
(249,522)
(249,522)
—
—
—
(396,522)
20,860
(74)
At December 31, 2022
2,573
5,768,544
(1,143,382)
683,834
5,311,569
Net profit
Other comprehensive income
Total comprehensive income
Dividends to owners
Share repurchases
Share-based compensation
—
—
—
—
—
—
—
—
—
—
—
—
—
27
27
—
382,759
382,759
—
27
382,759
382,786
(328,631)
(328,631)
(460,629)
30,863
—
—
(460,629)
30,863
At December 31, 2023
2,573
5,768,544
(1,573,121)
737,962
4,935,958
The accompanying notes are an integral part of the Company Financial Statements.
389
FERRARI N.V. 2023 ANNUAL REPORT AND FORM 20-FFINANCIAL STATEMENTS
(1)
CORPORATE INFORMATION AND
PRINCIPAL ACTIVITIES
Ferrari N.V. (the “Company” or “Ferrari” and togeth-
er with its subsidiaries the “Ferrari Group” or the
“Group”) was incorporated as a public limited com-
pany (naamloze vennootschap) under the laws of
the Netherlands on September 4, 2015. The Com-
pany was formed to ultimately act as a holding
company for Ferrari S.p.A., which, together with
its subsidiaries, is focused on the design, engineer-
ing, production and sale of luxury performance
sports cars.
The Company is listed under the ticker symbol
RACE on the New York Stock Exchange and on the
Euronext Milan.
The Company’s official seat (statutaire zetel) is
in Amsterdam, the Netherlands and the Company’s
corporate address is in Maranello, Italy at Via Abet-
one Inferiore 4. The Company is registered with the
Dutch trade register under number 64060977.
(2)
BASIS OF PREPARATION AND
MATERIAL ACCOUNTING POLICIES
DATE OF AUTHORIZATION FOR ISSUANCE
The separate financial statements of the Company
(the “Company Financial Statements”) as of and for
the years ended December 31, 2023 and 2022 were
authorized for issuance on February 22, 2024.
BASIS OF PREPARATION
The Company Financial Statements are prepared
on a going concern basis using the historical cost
method, modified as required for the measurement
of certain financial instruments, which are generally
measured at fair value.
STATEMENT OF COMPLIANCE
The Company Financial Statements have been pre-
pared in accordance with International Financial
Reporting Standards as adopted by the European
Union (“EU IFRS”) and with Part 9 of Book 2 of the
Dutch Civil Code.
MEASUREMENT BASIS
The Company Financial Statements were prepared
using the same accounting policies as set out in
the notes to the consolidated financial statements
at December 31, 2023 (the “Consolidated Financial
Statements”), except for the measurement of the
investments as presented under “Investments in
subsidiaries” in the Company Financial Statements,
which are measured at cost, less impairment (if any).
Management considers the primary focus of these
Company Financial Statements to be the legal enti-
ty perspective and considers that these Company
Financial Statements should reflect the cost of the
subsidiaries as well as the amounts that are eligi-
ble for distribution to the Company’s shareholders.
Management believes that the measurement of its
subsidiaries at cost in the Company Financial State-
ments, as permitted under EU IFRS, provides the
best insight into the Company’s financial position
and results, in addition to the information provided
in the Consolidated Financial Statements.
The accounting policies were consistently ap-
plied to all periods presented herein with the excep-
tion of the new standards and amendments effec-
tive from January 1, 2023 as noted below.
The amounts in the Company Financial State-
ments are presented in thousands of Euro (€), ex-
cept where otherwise indicated.
FORMAT OF THE COMPANY FINANCIAL
STATEMENTS
The Company presents the income statement by
function and uses a current/non-current classifi-
cation for assets and liabilities in the statement of fi-
nancial position.
STATEMENT OF CASH FLOWS
The statement of cash flows is prepared using the
indirect method with a breakdown into cash flows
from or used in operating, investing and financing
activities. Cash inflows or outflows related to taxes
are reported as changes in other operating assets
and liabilities as they are primarily settled through
transactions with related parties as a result of the
Ferrari Group Italian tax consolidation. Dividends re-
ceived are included as part of operating activities.
NEW STANDARDS, AMENDMENTS AND
INTERPRETATIONS EFFECTIVE
FROM JANUARY 1, 2023
The following new amendments were effective on
or subsequent to January 1, 2023 and were adopted
by the Company for the purpose of the preparation
of the Company Financial Statements:
• IFRS 17 — Insurance Contracts, Amendments to
IFRS 17 — Insurance Contracts: Initial Application
of IFRS 17 and IFRS 9 - Comparative Information
and amendments to IFRS 4 — Insurance Con-
tracts;
• Amendments to IAS 1 — Presentation of Financial
Statements and IFRS Practice Statement 2: Dis-
closure of Accounting Policies;
• Amendments to IAS 8 — Accounting Policies,
Changes in Accounting Estimates and Errors:
Definition of Accounting Estimates;
• Amendments to IAS 12 — Income Taxes: Deferred
390
FINANCIAL STATEMENTSFERRARI N.V. 2023 ANNUAL REPORT AND FORM 20-F Tax related to Assets and Liabilities Arising From
a Single Transaction;
• Amendments to IAS 12 — Income Taxes: Interna-
tional Tax Reform – Pillar Two Model Rules.
There was no effect from the adoption of these
amendments. Further information relating to these
amendments is provided in Note 2 of the Consolidat-
ed Financial Statements.
NEW STANDARDS, AMENDMENTS AND
INTERPRETATIONS ISSUED BUT NOT YET
EFFECTIVE
Information relating to new standards, amend-
ments and interpretations issued but not yet effec-
tive is provided in Note 2 of the Consolidated Finan-
cial Statements.
MATERIAL ACCOUNTING STANDARDS
INVESTMENTS IN SUBSIDIARIES
Investments in subsidiaries, which primarily relate
to the Company’s investment in Ferrari S.p.A., are
measured at cost, less impairment (if any). Dividend
income from the Company’s subsidiaries is recog-
nized in the income statement when the right to re-
ceive payment is established.
IMPAIRMENT OF INVESTMENTS IN SUBSIDIARIES
At each reporting date, the Company assesses
whether there is an indication that investments in
subsidiaries may be impaired. If any such indication
exists, the Company makes an estimate of the as-
set’s recoverable amount. The recoverable amount
is defined as the higher of (i) the fair value of the in-
vestment less costs of disposal and (ii) its value in
use. Where the carrying amount of an asset exceeds
its recoverable amount, the asset is considered
impaired and is written down to its recoverable
amount. Any resulting impairment is recognized in
the income statement. An assessment is made at
each reporting date as to whether there is any indi-
cation that previously recognized impairment losses
may no longer exist or may have decreased. If such
an indication exists, the Company makes an estimate
of the recoverable amount. A previously recognized
impairment loss is reversed only if there has been
a change in the estimates used to determine the as-
set’s recoverable amount since the last impairment
loss was recognized. If that is the case, the carrying
amount of the asset is increased to its recoverable
amount, up to a maximum of the carrying amount
that would have been determined if no impairment
loss had been recognized for the asset in prior pe-
riods. Such a reversal is recognized in the income
statement. There was no impairment of investments
in subsidiaries or reversals of impairment of invest-
ments for the periods presented in these Company
Financial Statements.
FOREIGN CURRENCY TRANSACTIONS
The financial statements are prepared in Euro,
which is the Company’s functional and presentation
currency. Transactions in foreign currencies are re-
corded at the exchange rate prevailing at the date of
the transaction.
Monetary assets and liabilities denominated in
foreign currencies at the balance sheet date are
translated at the foreign currency exchange rate
prevailing at that date. Exchange differences arising
on the settlement of monetary items or on report-
ing monetary items at rates different from those at
which they were initially recorded during the period
or in previous financial statements are recognized in
the income statement.
FOREIGN CURRENCY TRANSLATION
The Company has a branch in the United Kingdom
(UK) that operates primarily in Pound Sterling. At
each reporting period, the assets and liabilities
within the UK branch are translated to Euro using
the exchange rate at the balance sheet date and the
income statement is translated using the average
exchange rate for the period. Translation differ-
ences resulting from the application of this meth-
od are classified as translation differences within
other comprehensive income/(loss) and will only be
reclassified to the income statement if the branch
is disposed of. The principal foreign currency ex-
change rates used to translate other currencies
into Euro were as follows:
U.S. Dollar
Pound Sterling
2023
2022
Average
At December 31
Average
At December 31
1.0814
0.8699
1.1050
0.8691
1.0530
0.8528
1.0666
0.8869
391
FERRARI N.V. 2023 ANNUAL REPORT AND FORM 20-FFINANCIAL STATEMENTS PROPERTY, PLANT AND EQUIPMENT
Property, plant and equipment is recognized at cost net of accumulated
depreciation and, if applicable, impairment. Depreciation is calculated on
a straight line basis over the useful lives of the assets as follows:
Asset Category
Buildings
Office equipment
Other assets
Depreciation Rates
10%
20% - 22%
20% - 25%
LEASES
TRADE RECEIVABLES
The Company recognizes a right-of-use asset and
a corresponding lease liability at the date at which
the leased asset is available for use. Each lease pay-
ment is allocated between the principal liability and
finance costs. Finance costs are charged to the in-
come statement over the lease period using the ef-
fective interest rate method. The right-of-use asset
is depreciated on a straight-line basis over the short-
er of the lease term or the useful life of the asset.
Right-of-use assets are measured at cost com-
prising the following: (i) the amount of the initial mea-
surement of related lease liability, (ii) any lease pay-
ments made at or before the commencement date
less any lease incentives received, (iii) any initial direct
costs and, if applicable, (iv) restoration costs. Pay-
ments associated with short-term leases and leases
of low-value assets are recognized as an expense in
the income statement on a straight-line basis.
Lease liabilities are measured at the net present
value of the following: (i) fixed lease payments, (ii)
variable lease payments that are based on an index
or a rate (if applicable), (iii) amounts expected to be
payable by the lessee under residual value guaran-
tees, and (iv) the exercise price of a purchase op-
tion if the lessee is reasonably certain to exercise
that option. Lease liabilities do not include any non-
lease components that may be included in the relat-
ed contracts.
Lease payments are discounted using the inter-
est rate implicit in the lease. If that rate cannot be
determined, the Company’s incremental borrowing
rate is used, being the rate that the Company would
have to pay to borrow the funds necessary to obtain
an asset of similar value in a similar economic envi-
ronment with similar terms and conditions.
In determining the lease term, management con-
siders all facts and circumstances that create an
economic incentive to exercise an extension option
or not exercise a termination option. Extension op-
tions (or periods after termination options) are only
included in the lease term if the lease is reasonably
certain to be extended (or not terminated).
Trade receivables are amounts due for goods sold
or services provided in the ordinary course of busi-
ness. Trade receivables are initially recognized at
fair value and subsequently measured at amortized
cost using the effective interest rate method, less
any provision for allowances.
CASH AND CASH EQUIVALENTS
Cash and cash equivalents include cash on hand, de-
posits held at call with banks and other short-term,
highly liquid investments with original maturities of
three months or less. There are no liens, pledges,
collateral or restrictions on cash and cash equiv-
alents. Cash and cash equivalents do not include
amounts in Ferrari Group cash management pools.
DEBT
Debt is measured at amortized cost using the effec-
tive interest rate method.
TRADE PAYABLES
Trade payables primarily include amounts payable
for services, legal and professional fees and other
expenses incurred. Trade payables are all due with-
in one year.
DEFERRED INCOME
Deferred income relates to amounts received in
advance under certain agreements, primarily re-
lating to marketing-related events hosted for third
party dealers, which are reliant on the future per-
formance of a service or other act of the Company.
Deferred income is recognized as net revenues or
other income when the Company has fulfilled its ob-
ligations under the terms of the various agreements.
Deferred income is recorded on the statement of fi-
nancial position within “other liabilities”.
NET REVENUES
Net revenues are primarily generated from market-
ing-related events, such as new car launches and oth-
392
FINANCIAL STATEMENTSFERRARI N.V. 2023 ANNUAL REPORT AND FORM 20-F er promotional events. Revenue is recognized when
control over a product or service is transferred to the
customer. Revenue is measured at the transaction
price which is based on the amount of consideration
that the Company expects to receive in exchange for
transferring the promised goods or services to the
customer and excludes any sales incentives as well
as taxes collected from customers that are remitted
to government authorities. The transaction price in-
cludes estimates of variable consideration to the ex-
tent it is probable that a significant reversal of reve-
nue recognized will not occur. The Company enters
into contracts that may include both products and
services, which are generally capable of being dis-
tinct and accounted for as separate performance ob-
ligations where appropriate. The Company accounts
for a contract with a customer when there is a legally
enforceable contract between the Company and the
customer, the rights of the parties are identified, the
contract has commercial substance, and collectabili-
ty of the contract consideration is probable.
OTHER INCOME
Other income primarily relates to services per-
formed by the Company on behalf of its subsidiaries
for certain corporate services rendered and other
recharge fees.
INCOME TAXES
Current and deferred taxes are recognized as in-
come tax benefit or income tax expense and are
included in the income statement for the period, ex-
cept tax arising from a transaction or event which is
recognized, in the same or a different period, either
in other comprehensive income/(loss) or directly in
equity. Tax uncertainties are accounted for in accor-
dance with IFRIC 23.
DIVIDENDS
Dividends payable by the Company are reported as
a change in equity in the period in which they are
approved by the shareholders as applicable under
local rules and regulations. Dividend income is rec-
ognized in the income statement when the right to
receive payment is established.
SHARE-BASED COMPENSATION
The Company has implemented equity incentive
plans that provide for the granting of share-based
compensation to the Chairman, the Chief Executive
Officer, all other members of the Ferrari Leadership
Team and other key employees of the Group. The
Company also provides share-based compensa-
tion as part of commercial agreements with certain
suppliers. The share-based compensation arrange-
ments are accounted for in accordance with IFRS 2
— Share-based Payments, which requires the Com-
pany to recognize share-based compensation ex-
pense based on fair value of awards granted. Com-
pensation expense for the equity-settled awards
containing market performance conditions is mea-
sured at the grant date fair value of the award us-
ing a Monte Carlo simulation model, which requires
the input of subjective assumptions, including the
expected volatility of the Company’s common stock,
the dividend yield, interest rates and a correlation
coefficient between the common stock and the
relevant market index. The fair value of the awards
which are conditional only on a recipient’s continued
service to the Company is measured using the share
price at the grant date adjusted for the present value
of future distributions which employees will not re-
ceive during the vesting period.
Pursuant to an agreement between the Compa-
ny and various subsidiaries of the Group, the Com-
pany recharges subsidiaries for share-based com-
pensation relating to equity instruments awarded
to employees of the subsidiaries under the equity
incentive plans. The Company’s portion of the share-
based compensation expense relating to the equity
incentive plans is recognized over the service peri-
od within selling, general and administrative costs
or cost of sales in the income statement depending
on the function of the employee with an offsetting
increase to equity, whilst share-based compensa-
tion recharged to the subsidiaries of the Group is
recognized as a financial receivable (until payment
is received) with an offsetting amount recorded as
an increase to equity.
Share-based compensation expense relating to
commercial agreements with certain suppliers is
recognized over the period in which the supplier’s
services are received and classified within the con-
solidated income statement depending on the func-
tion of the supplier’s services, with an offsetting in-
crease to equity.
SEGMENT REPORTING
As disclosed in the Consolidated Financial State-
ments, the Group has determined that it has one op-
erating and one reportable segment based on the in-
formation reviewed by its Chief Operating Decision
Maker in making decisions regarding the allocation
of resources and to assess performance.
USE OF ESTIMATES
The Company Financial Statements are prepared in
accordance with EU IFRS, which requires the use of
estimates, judgments, and assumptions that affect
the carrying amount of assets and liabilities, the dis-
closure of contingent assets and liabilities and the
amounts of income and expenses recognized. The
estimates and associated assumptions are based on
elements that are known when the financial state-
ments are prepared, on historical experience and
on any other factors that are considered to be rel-
evant. The estimates and underlying assumptions
are reviewed periodically and continuously by the
Company. If the items subject to estimates do not
393
FERRARI N.V. 2023 ANNUAL REPORT AND FORM 20-FFINANCIAL STATEMENTS perform as assumed, then the actual results could
differ from the estimates, which would require ad-
justment accordingly. The effects of any changes in
estimate are recognized in the income statement in
the period in which the adjustment is made, or pro-
spectively in future periods. The estimates and as-
sumptions that management considers most critical
for the Company Financial Statements relate to in-
vestments in subsidiaries and in particular, relating
to impairment indicators. See Note 9 “Investments in
subsidiaries” for further details.
For disclosures relating to climate-related mat-
ters, see Note 2 “Material Accounting Policies–Use of
estimates–Climate-related matters” to the Consoli-
dated Financial Statements.
(3)
NET REVENUES AND OTHER INCOME
Net revenues for the year ended December 31,
2023 amounted to €2,144 thousand and primarily
related to marketing-related and other promotional
events (€474 thousand for the year ended Decem-
ber 31, 2022).
Other income for the year ended December 31, 2023
amounted to €18,747 thousand (€15,830 thousand
for the year ended December 31, 2022) and primar-
ily related to costs recharged to Ferrari S.p.A. for
corporate services rendered and fees charged.
(4)
DIVIDEND INCOME
Dividend income for the year ended December 31,
2023 amounted to €500,000 thousand and related
entirely to a dividend from Ferrari S.p.A., approved
in April 2023 and received in May 2023.
Dividend income for the year ended December
31, 2022 amounted to €700,000 thousand and relat-
ed entirely to a dividend from Ferrari S.p.A, approved
in two tranches as follow: (i) €300,000 thousand ap-
proved in April 2022, of which €70,000 thousand
was received in April 2022 and €230,000 thou-
sand was received in May 2022; and (ii) €400,000
thousand approved in September 2022, of which
€100,000 thousand was received in October 2022
and €300,000 thousand was received in November
2022.
(5)
SELLING, GENERAL
AND ADMINISTRATIVE COSTS
Selling, general and administrative costs consisted of the following:
For the years ended December 31,
Personnel expenses
Insurance
Shared services provided by Ferrari S.p.A.
Legal and professional services
Other expenses
Total selling, general and administrative costs
2023
(€ thousand)
17,278
14,662
5,561
5,487
2,226
45,214
2022
12,188
10,235
5,455
4,654
2,859
35,391
Personnel expenses include costs related to the
Group’s equity incentive plans (see Note 14 “Share-
Based Compensation”) and other compensation for
Directors and employees. Detailed information re-
lating to the compensation of the Board of Directors
and senior management is included in the “Corpo-
rate Governance” and “Remuneration of Directors”
sections to the Annual Report.
Branch (at December 31, 2022 the Company had
28 full time equivalent employees, 19 of which re-
lated to the UK Branch and 9 of which related to
the Italian Branch). All employees work outside of
the Netherlands.
Shared services provided by Ferrari S.p.A. main-
ly relate to costs for human resources, payroll, tax,
legal, accounting and treasury services.
At December 31, 2023 the Company had 25 full
time equivalent employees, 16 of which related to
the UK Branch and 9 of which related to the Italian
Legal and professional services mainly relate to
expenses for legal, financial and other consulting
services, as well as public company listing fees.
394
FINANCIAL STATEMENTSFERRARI N.V. 2023 ANNUAL REPORT AND FORM 20-F (6)
FINANCIAL EXPENSES
AND FINANCIAL INCOME
Financial expenses and financial income consisted of the following:
Financial income
Interest expenses
of which interest on:
Intercompany borrowings
Bonds and notes
Borrowings from banks
Leases
Other financial expenses
Financial expenses
Financial expenses, net
For the years ended December 31,
2023
(€ thousand)
(11,092)
125,088
98,143
17,889
8,949
107
5,952
131,040
119,948
2022
(594)
34,809
10,594
23,679
457
79
1,502
36,311
35,717
The increase in interest on intercompany borrowings in 2023 was driven
by an increase in the benchmark interest rates in 2023.
Financial income for 2023 primarily relates to gains of €7,940 thou-
sand realized on the partial cash tender executed during the third quar-
ter of 2023 on a bond due in 2025 as well as interest income on cash and
cash equivalents.
(7)
INCOME TAXES
Income taxes for the years ended December 31, 2023 and 2022 are sum-
marized below:
Current income tax benefit
Deferred income tax (expense)/income
Total income tax benefit
For the years ended December 31,
2023
2022
(€ thousand)
26,951
1,860
28,811
5,335
(549)
4,786
395
FERRARI N.V. 2023 ANNUAL REPORT AND FORM 20-FFINANCIAL STATEMENTS The table below provides a reconciliation between the theoretical in-
come tax expense and the actual income tax benefit, calculated on the
basis of the applicable corporate tax rate in effect in Italy, which was 24.0
percent for each of the years ended December 31, 2023 and 2022:
Profit before tax
Theoretical income tax rate
Theoretical income tax expense
Tax effect on:
Non-taxable dividends
Non-deductible costs
Other permanent differences
Total income tax benefit
For the years ended December 31,
2023
(€ thousand)
353,948
24.0%
(84,948)
114,000
(117)
(124)
28,811
The following table provides a summary of tax receivables and tax pay-
ables for the years ended December 31, 2023 and 2022:
Tax receivables
Tax payables
Net tax payables
At December 31,
2023
(€ thousand)
90,463
69,597
20,866
Tax receivables of €90,463 thousand at December 31, 2023 (€33,400
thousand at December 31, 2022) primarily relate to amounts due from
related parties for the Group tax consolidation in Italy.
Tax payables of €69,597 thousand at December 31, 2023 (€36,661
thousand at December 31, 2022) primarily relate to amounts due to the
tax authorities for the Group tax consolidation in Italy.
The following table summarizes deferred tax assets at December 31,
2023 and 2022:
Deferred tax assets
To be recovered after 12 months
To be recovered within 12 months
Total deferred tax assets
At December 31,
2023
(€ thousand)
767
3,069
3,836
2022
643,646
24.0%
(154,475)
159,600
(240)
(99)
4,786
2022
33,400
36,661
(3,261)
2022
995
979
1,974
396
FINANCIAL STATEMENTSFERRARI N.V. 2023 ANNUAL REPORT AND FORM 20-F (8)
PROPERTY, PLANT AND EQUIPMENT
Cost
Accumulated depreciation
Total property, plant and equipment
At December 31,
2023
(€ thousand)
6,100
(3,366)
2,734
Property, plant and equipment primarily includes office furniture and
equipment of the UK Branch, as well as buildings recognized as right-of-
use assets in 2023 of €2,469 thousand (€1,528 thousand at December
31, 2022).
Depreciation
of which
Cost of sales
Selling, general and administrative costs
of which right-of-use assets
For year ended December 31,
2023
(€ thousand)
703
74
629
562
2022
4,422
(2,608)
1,814
2022
477
—
477
323
See Note 15 “Debt” for information related to the related lease liabilities.
There are no liens, pledges, collateral or restrictions on use over proper-
ty, plant and equipment.
(9)
INVESTMENTS IN SUBSIDIARIES
Investment in subsidiaries amounted to €8,783,663 thousand at De-
cember 31, 2023 (€8,778,173 thousand at December 31, 2022), and in-
cluded investments in Ferrari S.p.A. amounting to €8,778,000 thousand
(€8,778,000 thousand at December 31, 2022) and New Business 33 S.p.A.
amounting to €5,663 thousand (€173 thousand at December 31, 2022).
The increase in New Business 33 S.p.A. primarily related to a capital in-
crease by the Company.
IMPAIRMENT TESTING
At December 31, 2023, the market capitalization of Ferrari N.V. amounted
to approximately €55.1 billion (€36.4 billion at December 31, 2022). Con-
sidering the share price of the Company at December 31, 2023 and at the
date of authorization of the Company Financial Statements, no impair-
ment indicators were identified.
397
FERRARI N.V. 2023 ANNUAL REPORT AND FORM 20-FFINANCIAL STATEMENTS Trade receivables
Financial receivables
Other current assets
Total
Related parties
Third parties
Total
(10)
TRADE RECEIVABLES, FINANCIAL RECEIVABLES
AND OTHER CURRENT ASSETS
At December 31
2023
(€ thousand)
23,040
34,762
61,298
119,100
TRADE RECEIVABLES
The following table presents the split of trade receivables due from relat-
ed parties and due from third parties:
At December 31
2023
(€ thousand)
19,896
3,144
23,040
Trade receivables due from related parties primarily relate to corpo-
rate services rendered and fees recharged to subsidiaries of the Ferrari
Group (mainly Ferrari S.p.A.) and trade receivables due from third parties
primarily relate to marketing-related events and other services provided.
The carrying amount of trade receivables is deemed to approximate
their fair value. There are no significant overdue balances and no allow-
ance for expected credit losses has been recorded for trade receiv-
ables. The following table sets forth a breakdown of trade receivables
by currency:
Trade receivables denominated in:
Euro
Pound Sterling
Total
At December 31
2023
(€ thousand)
18,474
4,566
23,040
398
2022
23,871
26,704
74,529
125,104
2022
21,899
1,972
23,871
2022
14,182
9,689
23,871
FINANCIAL STATEMENTSFERRARI N.V. 2023 ANNUAL REPORT AND FORM 20-F FINANCIAL RECEIVABLES
At December 31, 2023, non-current financial re-
ceivables of €34,762 thousand (€26,704 thousand
at December 31, 2022) related to receivables from
subsidiaries, mainly Ferrari S.p.A., and primarily for
recharges of share-based compensation relating
to equity instruments awarded to employees of the
subsidiaries of the Group under the Group’s equity
incentive plans and under the broad-based employee
share ownership plan, pursuant to an intercompany
agreement. The carrying amount of financial receiv-
ables is considered to approximate their fair value.
OTHER CURRENT ASSETS
Other current assets of €61,298 thousand at De-
cember 31, 2023 (€74,529 thousand at December
31, 2022) primarily include VAT credits and to a less-
er extent prepaid expenses.
(11)
FERRARI GROUP CASH MANAGEMENT POOLS
Ferrari Group cash management pools relate to the Company’s partici-
pation in a group-wide cash management system that is managed cen-
trally by Ferrari S.p.A. and amounted to a net liability of €2,764 thousand
at December 31, 2023 (a net liability of €5,398 thousand at December 31,
2022). Amounts in cash management pools at December 31, 2023 and
2022 were entirely denominated in Pound Sterling.
At December 31,
Proceeds
Repayments
Translation
At December 31,
2022
differences
2023
5,398
18,740
(21,548)
174
2,764
(€ thousand)
Ferrari Group cash
management pools -
Liability
(12)
CASH AND CASH EQUIVALENTS
Cash and cash equivalents amounted to €97,432
thousand at December 31, 2023 (€110,702 thousand
at December 31, 2022) and were primarily denomi-
nated in Euro. The carrying amount of cash and cash
equivalents is deemed to be in line with their fair val-
ue. There was no restricted cash at December 31,
2023 and 2022.
The Company’s cash and cash equivalents are
held on bank and deposit accounts with primary fi-
nancial institutions and highly rated money market
funds. It is the Ferrari Group’s policy to continuously
monitor counterparty risk and limit concentration
of bank and deposit accounts to a maximum of 25%
of the total with a single financial counterpart. With
specific reference to Money Market Funds, instead,
the invested amounts in any specific fund must not
exceed 10% of the par value of such. The Company
considers its credit risk with respect to its cash and
cash equivalents to be low considering that they are
held with primary financial institutions and the maxi-
mum exposure with any one counterparty is limited.
See Note 30 “Qualitative and quantitative informa-
tion on financial risks” to the Consolidated Financial
Statements for additional details.
(13)
EQUITY
SHARE CAPITAL
At December 31, 2023 and 2022 the fully paid up
share capital of the Company was €2,573 thousand,
consisting of 193,923,499 common shares and
63,349,112 special voting shares, all with a nominal
value of €0.01. At December 31, 2023, the Company
had 13,505,409 common shares and 16,240 spe-
cial voting shares held in treasury, while at Decem-
ber 31, 2022, the Company had 11,970,001 common
shares and 5,199 special voting shares. Shares in
treasury include shares repurchased under the
Group’s share repurchase program, which are re-
corded based on the transaction trade date. The in-
crease in common shares held in treasury primarily
reflects the repurchase of shares by the Company
through its share repurchase program, partially
offset by shares assigned under the Group’s equi-
ty incentive plans. At December 31, 2023 and 2022
the Company held in treasury 5.26 percent and 4.65
percent of the total issued share capital of the Com-
pany, respectively.(71)
399
FERRARI N.V. 2023 ANNUAL REPORT AND FORM 20-FFINANCIAL STATEMENTS The following table summarizes the changes in the number of outstand-
ing common shares and outstanding special voting shares of the Com-
pany for the year ended December 31, 2023 and 2022:
Common shares
Special voting shares
Total
Outstanding shares at December 31, 2021
183,843,396
63,344,922
247,188,318
Common shares repurchased under share
repurchase program(1)
Common shares assigned under equity
incentive plans(2)
(1,966,816)
76,918
—
—
Other changes(3)
—
(1,009)
(1,966,816)
76,918
(1,009)
Outstanding shares at December 31, 2022
181,953,498
63,343,913
245,297,411
Common shares repurchased under share
repurchase program(4)
Common shares assigned under equity
incentive plans(5)
(1,630,171)
94,763
—
—
(1,630,171)
94,763
Other changes(3)
—
(11,041)
(11,041)
Outstanding shares at December 31, 2023
180,418,090
63,332,872
243,750,962
(1)
Includes shares repurchased under the share repurchase
cover the individual’s taxable income as is standard practice
program between January 1, 2022 and December 31, 2022
(“Sell to Cover”) in a cross transaction. See Note 21 “Share-
based on the transaction trade date, for a total consideration
Based Compensation” for additional details relating to the
of €384,869 thousand, including transaction costs.
Group’s equity incentive plans.
(2) On March 16, 2022, 122,125 common shares, which were
(3) Relates to the deregistration of certain special voting shares
previously held in treasury, were assigned to participants of
under the Company’s special voting shares term and
the equity incentive plans as a result of the vesting of certain
performance share unit and retention restricted share
conditions.
Includes shares repurchased under the share repurchase
(4)
unit awards. On the same day, the Company purchased
program between January 1, 2023 and December 31,
56,517 common shares, for a total consideration of
2023 based on the transaction trade date, for a total
€10,365 thousand, from a group of those employees who
consideration of €460,629 thousand (including Sell to Cover,
were assigned shares in order to cover the individual’s
described below), including transaction costs.
taxable income as is standard practice (“Sell to Cover”) in a
(5) On March 15, 2023, 80,305 common shares, which were
cross transaction. On May 25, 2022, 6,643 common shares,
previously held in treasury, were assigned to participants
which were previously held in treasury, were assigned
of the equity incentive plans as a result of the vesting of
to certain employees. On the same day, the Company
certain performance share unit and retention restricted
purchased 3,185 common shares, for a total consideration
share unit awards. On March 15, 2023, the Company
of €562 thousand, from a group of those employees who
purchased 34,671 common shares, for a total consideration
were assigned shares in order to cover the individual’s
of €8,448 thousand, from a group of those employees who
taxable income as is standard practice (“Sell to Cover”) in a
were assigned shares in order to cover the individual’s
cross transaction. On December 2, 2022, 11,218 common
taxable income as is standard practice (“Sell to Cover”) in a
shares, which were previously held in treasury, were
cross transaction. On July 17, 2023 the Company assigned
assigned to participants of the equity incentive plans. On the
49,129 shares related to commercial agreements with
same day, the Company purchased, 3,366 common shares,
certain suppliers and other shares awards. See Note 21
for a total consideration of €726 thousand, from a group
“Share-Based Compensation” for additional details elating to
of those employees who were assigned shares in order to
the Group’s equity incentive plans.
THE LOYALTY VOTING STRUCTURE
The purpose of the loyalty voting structure is to
reward ownership of the Company’s common
shares and to promote stability of the Company’s
shareholder base by granting long-term share-
holders of the Company with special voting shares.
Following the separation of Ferrari from the Stel-
lantis Group (previously referred to as Fiat Chrys-
ler Automobiles N.V. or FCA prior to the merger be-
tween FCA and Peugeot S.A. completed on January
16, 2021, which resulted in the creation of Stellan-
tis N.V.) in 2016, Exor N.V. (“Exor”) and Piero Ferra-
ri participate in the Company’s loyalty voting pro-
gram and, therefore, effectively hold two votes for
each of the common shares they hold. Investors
who purchase common shares may elect to partic-
ipate in the loyalty voting program by registering
their common shares in the loyalty share register
and holding them for three years. The loyalty voting
program will be affected by means of the issue of
special voting shares to eligible holders of common
shares. Each special voting share entitles the hold-
er to exercise one vote at the Company’s share-
holder meetings. Only a minimal dividend accrues
to the special voting shares allocated to a separate
special dividend reserve, and the special voting
shares do not carry any entitlement to any other re-
serve of the Group. The special voting shares have
only immaterial economic entitlements and, as a
result, do not impact the Company’s earnings per
share calculation.
400
FINANCIAL STATEMENTSFERRARI N.V. 2023 ANNUAL REPORT AND FORM 20-F SHARE PREMIUM
The share premium reserve amounted to €5,768,544
thousand at both December 31, 2023 and December
31, 2022.
RETAINED EARNINGS
Following approval of the annual accounts by the
shareholders at the Annual General Meeting of the
Shareholders on April 14, 2023, a dividend distribu-
tion of €1.810 per common share was approved,
corresponding to a total distribution of €328,631
thousand. The distribution was made from the re-
tained earnings reserve.
Following approval of the annual accounts by
the shareholders at the Annual General Meeting of
the Shareholders on April 13, 2022, a dividend distri-
bution of €1.362 per common share was approved,
corresponding to a total distribution of €249,522
thousand. The distribution was made from the re-
tained earnings reserve.
OTHER RESERVES
Other reserves includes, among others:
• a treasury reserve of €1,704,673 thousand at De-
cember 31, 2023 and €1,244,045 thousand at De-
cember 31, 2022.
• a share-based compensation reserve of €38,106
thousand at December 31, 2023 and €28,574
thousand at December 31, 2022.
• a legal reserve of €46 thousand at December 31,
2023 and €19 thousand at December 31, 2022,
determined in accordance with Dutch law.
Pursuant to Dutch law, limitations exist relating to
the distribution of shareholders’ equity up to at least
the total amount of the legal reserve, as well as oth-
er reserves mandated per the Company Articles
of Association. At December 31, 2023, the legal and
non-distributable reserves of the Company amount-
ed to €46 thousand (€19 thousand at December 31,
2022) and included the following:
• The UK Branch operates in the Pound Sterling. At
each reporting period end, the assets and liabil-
ities within the UK branch are translated to Euro
and the respective foreign currency translation
gain or loss is recorded in other comprehensive
income. At December 31, 2023, the cumulative
translation reserve amounted to €40 thousand
(€13 thousand at December 31, 2022).
• The Company records a statutory non-distrib-
utable reserve equal to 1 percent of the nominal
value of the special voting shares. At December
31, 2023 and 2022, this reserve amounted to
€6 thousand.
RECONCILIATION OF EQUITY AND NET PROFIT
The reconciliation of equity as per the Consolidated
Financial Statements to equity as per the Company
Financial Statements is provided below:
At December 31
2023
(€ thousand)
2022
Equity attributable to owners of the parent in the Consolidated
3,060,888
2,592,857
Financial Statements of Ferrari N.V.
Intra-group restructuring
Difference in OCI reserves
Cumulative results of prior years of subsidiaries in the
Consolidated Financial Statements
5,969,427
(64,868)
(5,074,191)
5,969,427
(90,515)
(4,090,009)
Results of subsidiaries in the Consolidated Financial
(1,369,289)
(984,182)
Statements
Cumulative dividends in prior years
Other changes
Dividends
Equity in the Company Financial Statements of Ferrari N.V
1,916,700
(2,709)
500,000
4,935,958
1,216,700
(2,709)
700,000
5,311,569
401
FERRARI N.V. 2023 ANNUAL REPORT AND FORM 20-FFINANCIAL STATEMENTS The reconciliation of net profit as per the Consolidated Financial State-
ments to net profit as per the Company Financial Statements is provided
below:
Net profit attributable to owners of the parent in the
Consolidated Financial Statements of Ferrari N.V.
At December 31
2023
(€ thousand)
2022
1,252,048
932,614
Results of subsidiaries in the Consolidated Financial
(1,369,289)
(984,182)
Statements
Dividends
Net profit in the Company Financial Statements of Ferrari N.V.
500,000
382,759
700,000
648,432
(14)
SHARE-BASED COMPENSATION
2021-2023 PSU awards
EQUITY INCENTIVE PLANS
The Group has several equity incentive plans un-
der which a combination of performance share
units (“PSUs”) and retention restricted share units
(“RSUs”), which each represent the right to receive
one Ferrari common share, have been awarded to
the Executive Chairman, the Chief Executive Officer
(“CEO”), members of the Ferrari Leadership Team
(hereinafter also the “FLT”) and other key employees
of the Group.
EQUITY INCENTIVE PLAN 2020-2022
In the first quarter of 2023, 36,090 2020-2022 PSU
awards vested (representing 95 percent of the
target PSU awards) as a result of the achievement
of the related performance conditions and 32,339
2020-2022 RSU awards vested upon achievement
of the related service conditions. As a result, 68,429
common shares, which were previously held in trea-
sury, were assigned to participants of the plan in the
first quarter of 2023. There are no further awards
outstanding for the Equity Incentive Plan 2020-2022.
EQUITY INCENTIVE PLAN 2021-2023
Under the Equity Incentive Plan 2021-2023 approved
in 2021, the Company awarded approximately 50
thousand 2021-2023 PSUs and approximately 41
thousand 2021-2023 RSUs to the Executive Chair-
man, members of the FLT and other key employ-
ees of the Group. These PSUs and RSUs cover the
three-year performance and service periods from
2021 to 2023.
The vesting of the awards is based on the achieve-
ment of defined key performance indicators as fol-
lows:
(i) TSR Target - 50 percent of the awards vest based
on the achievement of the TSR ranking of Ferrari
compared to an industry specific Peer Group of
eight;
(ii) EBITDA Target - 30 percent of the awards vest
based on the achievement of an EBITDA target
determined by comparing Adjusted EBITDA to
the Adjusted EBITDA targets derived from the
Group’s business plan;
(iii) Innovation Target - 20 percent of the awards
vest based on the achievement of defined objec-
tives for technological innovation and the devel-
opment of the new model pipeline over the per-
formance period.
Each target is settled independently of the other tar-
gets. The awards vest in 2024 and the total number
of shares assigned upon vesting depends on the lev-
el of achievement of the targets.
In March 2024, 41,338 2021-2023 PSU awards
are expected to vest (representing approximately
122 percent of the target PSU awards) as a result of
the achievement of the related performance con-
ditions (described above) and an equal number of
common shares held in treasury will be assigned to
participants of the plan, following which there will be
no further 2021-2023 PSU awards outstanding.
2021-2023 RSU awards
In March 2024, 29,550 2021-2023 RSU awards are
expected to vest as a result of the achievement of
the related service condition, which is the recipi-
ent’s continued employment with the Company at
the time of vesting, and an equal number of com-
mon shares held in treasury will be assigned to par-
402
FINANCIAL STATEMENTSFERRARI N.V. 2023 ANNUAL REPORT AND FORM 20-F ticipants of the plan, following which there will be no
further 2021-2023 RSU awards outstanding.
2023-2025 PSU awards
The vesting of the awards is based on the achieve-
ment of defined key performance indicators as fol-
lows:
(i) TSR Target - 40 percent of the awards vest
based on the achievement of the TSR ranking of
Ferrari compared to an industry specific Peer
Group of eleven;
(ii) EBITDA Target - 40 percent of the awards vest
based on the achievement of an EBITDA target
determined by comparing Adjusted EBITDA to
the Adjusted EBITDA targets derived from the
Group’s business plan;
(iii) ESG Target - 20 percent of the awards vest
based on the achievement of defined objectives
relating to environmental and social factors. In
particular, 50 percent of the ESG Target is based
on the reduction of CO2 carbon emissions and
50 percent is based on the maintenance of the
equal salary certification.
Each target is settled independently of the other
targets. The awards vest in 2026 and the total num-
ber of shares assigned upon vesting depends on the
level of achievement of the targets.
2023-2025 RSU awards
The awards vest in 2026, subject to the recipi-
ent’s continued employment with the Company at
the time of vesting.
Supplemental information relating to the Equity
Incentive Plan 2023-2025 is summarized below.
EQUITY INCENTIVE PLAN 2022-2024
Under the Equity Incentive Plan 2022-2024 approved
in 2022, the Company awarded approximately
72 thousand 2022-2024 PSUs to the Executive Chair-
man, the CEO, the remaining members of the FLT
and other employees of the Group, and approxi-
mately 26 thousand 2022-2024 RSUs to members
of the FLT and other employees of the Group. These
PSUs and RSUs cover the three-year performance
and service periods from 2022 to 2024.
2022-2024 PSU awards
The vesting of the awards is based on the achieve-
ment of defined key performance indicators as fol-
lows:
(i) TSR Target - 40 percent of the awards vest
based on the achievement of the TSR ranking of
Ferrari compared to an industry specific Peer
Group of eleven;
(ii) EBITDA Target - 40 percent of the awards vest
based on the achievement of an EBITDA target
determined by comparing Adjusted EBITDA to
the Adjusted EBITDA targets derived from the
Group’s business plan;
(iii) ESG Target - 20 percent of the awards vest
based on the achievement of defined objectives
relating to environmental and social factors. In
particular, 50 percent of the ESG Target is based
on the reduction of CO2 carbon emissions and
50 percent is based on the maintenance of the
equal salary certification.
Each target is settled independently of the other tar-
gets. The awards vest in 2025 and the total number
of shares assigned upon vesting depends on the lev-
el of achievement of the targets.
2022-2024 RSU awards
The awards vest in 2025, subject to the recipient’s
continued employment with the Company at the
time of vesting.
EQUITY INCENTIVE PLAN 2023-2025
Under the Equity Incentive Plan 2023-2025 approved
in 2023, the Company awarded approximately
58 thousand 2023-2025 PSUs to the Executive Chair-
man, the CEO, the remaining members of the FLT
and other employees of the Group, and approxi-
mately 22 thousand 2023-2025 RSUs to members
of the FLT and other employees of the Group. These
PSUs and RSUs cover the three-year performance
and service periods from 2023 to 2025.
403
FERRARI N.V. 2023 ANNUAL REPORT AND FORM 20-FFINANCIAL STATEMENTS TSR TARGET
The number of 2023-2025 PSUs with a TSR Target that vest under the
Equity Incentive Plan 2023-2025 is based on the Company’s TSR perfor-
mance over the relevant performance period compared to an indus-
try-specific peer group as summarized below.
Ferrari TSR Ranking
% of Target Awards that Vest
1
2
3
4
5
6
>6
175%
150%
125%
100%
75%
50%
0%
The defined peer group (including the Company) for the TSR Target is
presented below.
Ferrari
Hermes
Moncler
Aston Martin
Kering
Prada
Burberry
LVMH
Richemont
Estee Lauder
Mercedes Benz Group AG
EBITDA TARGET
The number of 2023-2025 PSUs with an EBITDA Target that vest under
the Equity Incentive Plan 2023-2025 is determined by comparing Adjust-
ed EBITDA to the Adjusted EBITDA targets derived from the Group’s busi-
ness plan, as summarized below.
Actual Adjusted EBITDA Compared to Business Plan
% of Awards that Vest
+15%
+10%
+5%
Business Plan Target
-5%
<-5%
175%
150%
125%
100%
75%
0%
FAIR VALUES AND KEY ASSUMPTIONS
The fair value of the 2023-2025 PSU awards used for
accounting purposes was measured at the grant
date using a Monte Carlo Simulation model. The fair
value of the 2023-2025 RSU awards was measured
using the share price at the grant date adjusted for
the present value of future distributions which the
recipients will not receive during the vesting period.
The fair value of the PSUs and RSUs that were award-
ed under the Equity Incentive Plan 2023-2025, which
is determined based on actuarial calculations that ap-
ply certain assumptions and take into consideration
the specific characteristics of the awards granted, is
summarized in the following table.
404
FINANCIAL STATEMENTSFERRARI N.V. 2023 ANNUAL REPORT AND FORM 20-F PSUs
RSUs
Grant date share price
Expected volatility
Dividend yield
Risk-free rate
Equity Incentive Plan 2023-2025
€236.30
€253.76
The key assumptions utilized to calculate the grant-date fair values of the
PSUs that were awarded under the Equity Incentive Plan 2023-2025 are
summarized below:
Equity Incentive Plan 2023-2025
€259.60
27.9%
0.75%
2.90%
The expected volatility was based on the observed
volatility of the defined peer group. The risk-free rate
was based on the iBoxx sovereign Eurozone yield.
BROAD-BASED EMPLOYEE SHARE
OWNERSHIP PLAN
In November 2023 the Company announced that it
would launch a broad-based employee share own-
ership plan in the early months of 2024 under which
each employee will be given the option to become
a shareholder of the Company, receiving a one-off
grant of shares worth up to a maximum of approxi-
mately €2 thousand. If the employee holds the shares
for at least 36 months, the Company will grant them
an additional tranche of shares worth up to 15 per-
cent of the value of the first allocation.
OTHER SHARE-BASED COMPENSATION
During 2022, the Company awarded 15,271 share
awards, which each represent the right to receive
one Ferrari common share, to certain employees, of
which 6,643 share awards vested immediately at the
grant date. In 2023 6,838 share awards vested and
1,309 share awards were forfeited. At December
31, 2023, 481 share awards remained outstanding
and will vest in 2024, subject to the recipient’s con-
tinued employment with the Company at the time
of vesting. The fair value of the awards was equal to
€203, measured using the share price at the grant
date adjusted for the present value of future distri-
butions which the recipients will not receive during
the vesting period.
The Company also provides share-based pay-
ments for services received as part of commercial
agreements with certain suppliers.
OUTSTANDING SHARE AWARDS
The following table presents the changes to the out-
standing share awards under the Group’s share-
based payment arrangements:
PSU Awards
RSU Awards
Other Awards
Total Outstanding
Balance at December 31, 2021
Granted
Forfeited
Vested
Balance at December 31, 2022
Granted
Forfeited
Vested
Balance at December 31, 2023
152,172
72,373
(16,327)
(68,013)
140,205
58,381
(8,117)
(36,090)
154,379
123,661
26,574
(8,934)
(54,112)
87,189
21,939
(3,544)
(32,339)
73,245
405
—
64,048
—
(6,643)
57,405
63,217
(1,309)
(55,614)
63,699
Awards
275,833
162,995
(25,261)
(128,768)
284,799
143,537
(12,970)
(124,043)
291,323
FERRARI N.V. 2023 ANNUAL REPORT AND FORM 20-FFINANCIAL STATEMENTS SHARE-BASED COMPENSATION EXPENSE
The following table presents the share based compensation expense
recognized for the years ended December 31, 2023, 2022 and 2021, as
well as the unrecognized share-based compensation at December 31,
2023, 2022 and 2021.
For the years ended December 31,
2023
2022
2021
Equity incentive plans and other share-based awards
Broad-based employee share ownership plan
Commercial agreements with suppliers
(€ thousand)
16,172
—
4,688
15,154
10,222
4,563
Total share-based compensation expense
29,939
20,860
11,689
—
2,206
13,895
Unrecognized share-based compensation expense
12,954
16,069
11,082
At December 31,
2023
2022
2021
(€ thousand)
For the years ended December 31, 2023, 2022 and 2021, the Group rec-
ognized €15,154 thousand, €16,172 thousand and €11,689 thousand,
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 Group’s equity incentive plans and other share-based awards to the
Group’s employees.
For the year ended December 31, 2023 the Group recognized
€10,222 thousand as share-based compensation expense in relation to
the broad-based share ownership plan announced in November 2023.
In 2023 and 2022 the Group also recognized share-based compensation
expense of €4,563 thousand and €4,688 thousand, respectively, as part
of commercial agreements with certain suppliers.
Pursuant to an agreement between the Company and various subsid-
iaries of the Group, the Company recharges subsidiaries for share-based
compensation relating to equity instruments awarded to employees or
suppliers of the subsidiaries under the equity incentive plans or other
share-based payments. Of the share-based compensation recognized
in 2023, €3,862 thousand was recognized as an expense in cost of sales
and selling, general and administrative costs, and €26,077 thousand was
recorded as financial receivables in relation to share-based compensa-
tion recharged to subsidiaries (€4,943 thousand and €15,917 thousand
respectively for the year ended December 31, 2022).
406
FINANCIAL STATEMENTSFERRARI N.V. 2023 ANNUAL REPORT AND FORM 20-F (15)
DEBT
The following table provides a breakdown of debt by nature and split be-
tween current and non-current.
At December 31,
2023
2022
Current Non-current
Total
Current Non-current
Total
(€ thousand)
Financial liabilities with related parties
2,934,848
—
2,934,848
2,159,120
—
2,159,120
Bonds and notes
—
903,673
903,673
394,628
1,095,691
1,490,319
Borrowings from banks and other financial
81,097
124,167
205,264
—
—
—
institutions
Lease liabilities
Total debt
801
1,732
2,533
244
1,451
1,695
3,016,746
1,029,572
4,046,318
2,553,992
1,097,142
3,651,134
The following tables present the change in debt, indicating separately fi-
nancing cash flows and other movements.
Financing cash flows
At December
Proceeds from
Repayments of
Interest
At December
31, 2022
borrowings
borrowings
accrued/ (paid)
and other (1)(2)
31, 2023
(€ thousand)
Financial liabilities with related parties
2,159,120
2,900,000
(2,159,120)
34,848
2,934,848
Bonds and notes
1,490,319
—
(575,702)
(10,944)
903,673
Borrowings from banks and other financial
—
250,000
(47,500)
2,764
205,264
institutions
Lease liabilities
Total
1,695
—
(672)
1,510
2,533
3,651,134
3,150,000
(2,782,994)
28,178
4,046,318
Financing cash flows
At December
Proceeds from
Repayments of
Interest
At December
31, 2021
borrowings
borrowings
accrued/ (paid)
and other (1)
31, 2022
(€ thousand)
Financial liabilities with related parties
2,140,341
2,150,000
(2,140,000)
8,779
2,159,120
Bonds and notes
Lease liabilities
Total
1,487,110
2,141
—
—
—
(348)
3,209
1,490,319
(98)
1,695
3,629,592
2,150,000
(2,140,348)
11,890
3,651,134
(1) Other changes in lease liabilities relates entirely to non-cash
movements for the recognition of additional lease liabilities
(2)
Includes gains of €7,940 thousand realized on the partial
cash tender executed during the third quarter of 2023 on a
in accordance with IFRS 16.
bond due in 2025.
407
FERRARI N.V. 2023 ANNUAL REPORT AND FORM 20-FFINANCIAL STATEMENTS CONTRACTUAL UNDISCOUNTED CASH FLOWS
The following tables present the contractual maturities (contractual un-
discounted cash flows, including interest) of the Company’s debt based
on relevant maturity groupings.
Contractual cash flows at December 31, 2023
Less than 1
Between 1
Between 2
Over 5
Total
As
year
and 2 years
and 5 years
years
contractual
reported at
cash flows
December
31, 2023 (*)
(€ thousand)
Financial liabilities with related parties
3,006,742
—
—
—
3,006,742
2,934,848
Bonds and notes
11,714
458,619
14,850
460,106
945,289
903,673
Borrowings from banks and other financial
86,780
83,047
46,813
—
216,640
205,264
institutions
Lease liabilities
Total debt
886
804
587
425
2,702
2,533
3,106,122
542,470
62,250
460,531
4,171,373
4,046,318
Contractual cash flows at December 31, 2022
Less than 1
Between 1
Between 2
Over 5
Total
As
year
and 2 years
and 5 years
years
contractual
reported at
cash flows
December
31, 2022 (*)
(€ thousand)
Financial liabilities with related parties
2,188,623
—
—
—
2,188,623
2,159,120
Bonds and notes
Lease liabilities
Total debt
400,475
14,700
668,777
464,648
1,548,600
1,490,319
391
358
980
—
1,729
1,695
2,589,489
15,058
669,757
464,648
3,738,952
3,651,134
(*) As reported in the consolidated statement of financial position
FINANCIAL LIABILITIES WITH RELATED PARTIES
Financial liabilities with related parties at December 31, 2023 are broken
down as follows:
Counterparty
Currency
Ferrari S.p.A.
Ferrari S.p.A.
Ferrari S.p.A.
Ferrari S.p.A.
Ferrari S.p.A.
Ferrari S.p.A.
Ferrari S.p.A.
Ferrari S.p.A.
Total
Euro
Euro
Euro
Euro
Euro
Euro
Euro
Euro
Total amount
outstanding at
December 31, 2023
(€ thousand)
Due date
Interest Rate
510,596
January 2024(*)
EURIBOR + 60bps
506,915
357,689
70,988
March 2024
EURIBOR + 60bps
July 2024
EURIBOR + 60bps
July 2024
EURIBOR + 60bps
806,079
October 2024
EURIBOR + 31bps
80,489
July 2024
EURIBOR + 60bps
501,927
November 2024
EURIBOR + 31bps
100,165
December 2024
EURIBOR + 31bps
2,934,848
(*) The financial liabilities due in January 2024 were refinanced
the EURIBOR plus spread of 31 basis point
with Ferrari S.p.A. for €500 million due in January 2025 at
408
FINANCIAL STATEMENTSFERRARI N.V. 2023 ANNUAL REPORT AND FORM 20-F Financial liabilities with related parties at December 31, 2022 are broken
down as follows:
Counterparty
Currency
Ferrari S.p.A.
Ferrari S.p.A.
Ferrari S.p.A.
Ferrari S.p.A.
Ferrari S.p.A.
Ferrari S.p.A.
Ferrari S.p.A.
Total
Euro
Euro
Euro
Euro
Euro
Euro
Euro
Total amount
outstanding at
December 31, 2022
(€ thousand)
Due date
Interest Rate
400,122
January 2023 (*)
EURIBOR + 60bps
50,256
50,325
503,542
100,455
January 2023 (*)
EURIBOR + 60bps
January 2023 (*)
EURIBOR + 60bps
March 2023
EURIBOR + 60bps
July 2023
EURIBOR + 60bps
803,745
October 2023
EURIBOR + 60bps
250,675
November 2023
EURIBOR + 60bps
2,159,120
(*) The financial liabilities due in January 2023 were refinanced
with Ferrari S.p.A. for €500 million due in January 2024
at the same spread and base interest rate of the original
liabilities.
During 2023, certain debt agreements with Ferrari
S.p.A. were renewed. Proceeds from financial liabil-
ities with related parties amounted to €2,900,000
thousand in 2023 (€2,150,000 thousand in 2022).
Repayments of financial liabilities with related par-
ties amounted to €2,159,120 thousand
in 2023
(€2,140,000 thousand in 2022).
At December 31, 2023 a 25 basis point increase
in interest rates on the floating rate financial liabili-
ties, with all other variables held constant, would
have resulted in a decrease in profit before tax of
€7,843 thousand on an annualized basis (a decrease
in profit before tax of €2,159 thousand at December
31, 2022 for an increase of 10 basis points).
The carrying amount of the financial liabilities
with related parties approximates fair value. Infor-
mation on covenants of the notes, fair value mea-
surement and qualitative and quantitative informa-
tion on financial risks are provided in Note 24, Note 27
and Note 30, respectively, to the Consolidated Finan-
cial Statements. Further information on the Group’s
liquidity is provided in the “Liquidity and Capital Re-
sources” section of this Annual Report. Based on this
information the Company deems the going concern
assumption adequate.
of these notes for an aggregate nominal amount of
€115,395 thousand. The amount outstanding at De-
cember 31, 2022 was €388,947 thousand including
accrued interest of €4,567 thousand.
2025 BOND
On May 27, 2020 the Company issued 1.5 percent
coupon notes due May 2025 (“2025 Bond”), having a
principal of €650 million. The notes were issued at
a discount for an issue price of 98.898 percent, re-
sulting in net proceeds of €640,073 thousand, after
related expenses, and a yield to maturity of 1.732
percent. Following a cash tender offer, in July 2023,
the Group accepted for purchase valid tenders of
the 2025 Bond for an aggregate nominal amount
of €199,037 thousand and at a purchase price of
€191,097 thousand, resulting in gains of €7,940
thousand, which were recognized within financial
income. The repurchases were settled in July 2023.
The amount outstanding of the 2025 Bond at Decem-
ber 31, 2023 was €453,027 thousand, including ac-
crued interest of €4,097 thousand (€650,923 thou-
sand, including accrued interest of €5,818 thousand
at December 31, 2022).
BONDS AND NOTES
2029 AND 2031 NOTES
2023 BOND
On March 16, 2023 the Company fully repaid the 2023
Bond for a total consideration of €390,374 thousand
(including accrued interest). The bond was previous-
ly issued on March 16, 2016, for a principal amount
of €500 million at a coupon of 1.5 percent and due
on March 2023. Following a cash tender offer, in July
2019 the Company executed the partial repurchase
On July 31, 2019, the Company issued 1.12 percent
senior notes due August 2029 (“2029 Notes”) and
1.27 percent senior notes due August 2031 (“2031
Notes”) through a private placement to certain US
institutional investors, each having a principal of
€150 million. The net proceeds from the issuances
amounted to €298,316 thousand and the yields to
maturity on an annual basis equal the nominal cou-
pon rates of the Notes. The Notes are primarily used
409
FERRARI N.V. 2023 ANNUAL REPORT AND FORM 20-FFINANCIAL STATEMENTS for general corporate purposes, including the fund-
ing of capital expenditures.
(€150,136 thousand, including accrued interest of
€577 thousand at December 31, 2022).
The amount outstanding of the 2029 Notes at De-
cember 31, 2023 was €150,218 thousand, including
accrued interest of €700 thousand (€150,135 thou-
sand, including accrued interest of €700 thousand at
December 31, 2021). The amount outstanding of the
2031 Notes at December 31, 2023 was €150,246 thou-
sand, including accrued interest of €794 thousand
(€150,178 thousand including accrued interest of
€794 thousand at December 31, 2021).
2032 NOTES
On July 29, 2021, the Company issued 0.91 per-
cent senior notes due January 2032 (“2032 Notes”)
through a private placement to certain US institu-
tional investors having a principal of €150 million.
The net proceeds from the issuance amounted to
€149,495 thousand and the yield to maturity on an
annual basis equals the nominal coupon rates of
the Notes. The Notes are used for general corpo-
rate purposes. The amount outstanding of the 2032
Notes at December 31, 2023 was €150,182 thou-
sand, including accrued interest of €587 thousand
The aforementioned bonds and notes impose
covenants on Ferrari including: (i) negative pledge
clauses which require that, in case any security
interest upon assets of Ferrari is granted in con-
nection with other notes or debt securities with
the consent of Ferrari are, or are intended to be,
listed, such security should be equally and ratably
extended to the outstanding notes, subject to cer-
tain permitted exceptions; (ii) pari passu clauses,
under which the notes rank and will rank pari pas-
su with all other present and future unsubordinat-
ed and unsecured obligations of Ferrari; (iii) events
of default for failure to pay principal or interest or
comply with other obligations under the notes with
specified cure periods or in the event of a payment
default or acceleration of indebtedness or in the
case of certain bankruptcy events; and (iv) other
clauses that are customarily applicable to debt se-
curities of issuers with a similar credit standing. A
breach of these covenants may require the early
repayment of the notes. At December 31, 2023 and
2022, Ferrari was in compliance with the covenants
of the notes.
BORROWING FROM BANK AND OTHER
FINANCIAL INSTITUTION
Borrowing Entity
Currency
2023
2022
Maturity Date
Amount Outstanding at December 31,
Ferrari N.V. (1)
Ferrari N.V. (1)
Total borrowings from banks and other
financial institutions
(1) Amortized term loans bearing an average interest rate of
4.663 percent as of December 31, 2023.
EUR
EUR
(€ thousand)
130,224
75,040
205,264
January 2026
March 2026
—
—
—
LEASE LIABILITIES
At December 31, 2023 lease liabilities amounted to €2,533 thousand
(€1,695 thousand at December 31, 2022).
COMMITTED CREDIT LINES
At December 31, 2023, the Group had total committed credit lines avail-
able and undrawn amounting to €600 million and with maturities rang-
ing from 2024 to 2026 (€669 million at December 31, 2022).
410
FINANCIAL STATEMENTSFERRARI N.V. 2023 ANNUAL REPORT AND FORM 20-F (16)
TRADE PAYABLES
At December 31
2023
(€ thousand)
475
1,268
1,743
Payables due to related parties
Payables due to third parties
Total trade payables
Payables due to related parties primarily relate to amounts payable to
Ferrari S.p.A. for corporate services rendered and costs recharged.
Payables due to third parties primarily relate to costs for marketing-re-
lated events and legal and professional services. The following sets for a
breakdown of trade payables by currency:
Euro
Pound Sterling
Total trade payables
At December 31
2023
(€ thousand)
982
761
1,743
2022
6,171
1,362
7,533
2022
7,140
393
7,533
Trade payables are due within one year and their carrying amount at the
reporting date is deemed to approximate their fair value.
(17)
OTHER CURRENT LIABILITIES
Other current liabilities amounted to €35,051 thousand at December 31,
2023 (€36,233 thousand at December 31, 2022) and primarily relate to
indirect tax payables, payables to personnel and dividends.
(18)
EARNINGS PER SHARE
Earnings per share information is provided in Note 12 to the Consolidat-
ed Financial Statements.
411
FERRARI N.V. 2023 ANNUAL REPORT AND FORM 20-FFINANCIAL STATEMENTS (19)
NOTE TO THE STATEMENT
OF CASH FLOWS
OPERATING ACTIVITIES
Other non-cash income and expenses for 2023 and 2022 primarily relate
to share-based compensation expense and for 2023 also include gains of
€7,940 thousand realized on the partial cash tender executed during the
third quarter of 2023 on a bond due in 2025 as well as interest income on
cash and cash equivalents.(€4,790 thousand in 2022).
(20)
AUDIT FEES
Ernst & Young Accountants LLP ceased to be the independent auditor
of the Company upon the completion of their 2022 financial year audits
due to mandatory audit firm rotation rules. At the April 13, 2022 Annu-
al General Meeting of the Shareholders, Deloitte Accountants B.V., was
appointed the Company’s independent auditor for the nine-year period
from 2023 to 2031.
The fees for services provided by the Company’s independent regis-
tered public accounting firm, and its member firms and/or affiliates, to
the Company and its subsidiaries that in 2023 and 2022 referred to De-
loitte Accountants B.V. and Ernst & Young Accountants LLP, respectively,
are broken down as follows:
Audit fees
Tax fees
Audit-related fees
All other fees
Total
At December 31
2023
(€ thousand)
1,254
9
265
60
1,588
2022
1,280
—
278
375
1,933
In 2023, audit fees and audit-related fees of Deloitte Accountants B.V.
amounted to €88 thousand and €50 thousand, respectively, and are in-
cluded in the table above.
In 2022, audit fees and audit-related fees of Ernst & Young Accoun-
tants LLP amounted to €80 thousand and €63 thousand, respectively,
and are included in the table above.
(21)
REMUNERATION
Detailed information on the remuneration of the Board of Directors and
senior management is included in the “Corporate Governance” and “Re-
muneration of Directors” sections to the Annual Report.
412
FINANCIAL STATEMENTSFERRARI N.V. 2023 ANNUAL REPORT AND FORM 20-F (22)
COMMITMENTS AND CONTINGENCIES
At December 31, 2023 and 2022, the Company provided guarantees over
certain debt of its subsidiary Ferrari Financial Services Inc. The book val-
ue of the related debt at December 31, 2023 and 2022 was €73,153 thou-
sand and €75,665 thousand, respectively.
For intercompany financial guarantees issued by the Company there
is no significant expected default and therefore the financial guarantees
are not recognized.
(23)
RELATED PARTY TRANSACTIONS
Pursuant to IAS 24, the related parties with which the Company has
transactions are Ferrari S.p.A. and other companies within the Ferrari
Group. The Group carries out transactions with related parties on com-
mercial terms that are normal in their respective markets, consider-
ing the characteristics of the goods or services involved. Related party
transactions include:
• Dividends received from Ferrari S.p.A. (Note 4);
• Corporate services and recharge of expenses to Ferrari S.p.A. (Note 5);
• Share services received from Ferrari S.p.A. mainly related to human
• Participation in a Ferrari Group-wide cash management system
resources, payroll, tax, legal, accounting and treasury. (Note 5);
where the operating cash management, main funding operations
and liquidity investment of the Ferrari Group are centrally coordinat-
ed by Ferrari S.p.A. Amounts recorded as Ferrari Group cash man-
agement pools represented the Company’s participation in such
pools. (Note 11);
• Financial liabilities and receivables with Ferrari S.p.A. or other subsid-
• Key management compensation. (Note 21).
iaries of the Group. (Note 15 and Note 16);
The impact of transactions with related parties on the Company Finan-
cial Statements is disclosed separately in the relevant notes.
413
FERRARI N.V. 2023 ANNUAL REPORT AND FORM 20-FFINANCIAL STATEMENTS (24)
ORGANIZATIONAL STRUCTURE
The following table sets forth the Company’s subsidiaries and associates
at December 31, 2023.
Name
Country
Nature of business
Shares held
by the Group
Subsidiaries directly held
Ferrari S.p.A.
New Business 33 S.p.A.
Subsidiaries indirectly held through Ferrari
S.p.A.
Ferrari North America, Inc.
Ferrari Japan KK
Italy
Italy
USA
Japan
Engineering, manufacturing and sales
Engineering, manufacturing and sales
Importer and distributor
Importer and distributor
Ferrari Australasia Pty Limited
Australia
Importer and distributor
Ferrari International Cars Trading
China
Importer and distributor
(Shanghai) Co. L.t.d.
Ferrari (HK) Limited
Hong Kong
Importer and distributor
Ferrari Far East Pte Limited
Singapore
Service company
Ferrari Management Consulting
China
Service company
(Shanghai) Co. L.t.d.
Ferrari South West Europe S.a.r.l.
France
Service company
Ferrari Central Europe GmbH
Germany
Service company
G.S.A. S.A. in liquidation
Switzerland
Service company
Mugello Circuit S.p.A.
Ferrari Financial Services, Inc.
Subsidiaries indirectly held through other
Group entities
Ferrari Auto Securitization Transaction,
LLC(1)
Ferrari Auto Securitization Transaction -
Lease, LLC(1)
Ferrari Auto Securitization Transaction -
Select, LLC(1)
Italy
USA
USA
USA
USA
Racetrack management
Financial services
Financial services
Financial services
Financial services
Ferrari Financial Services Titling Trust(1)
USA
Financial services
Ferrari Lifestyle North America, Inc.(2)(3)
USA
Retail
Associates directly held
Fondazione Casa di Enzo Ferrari
Italy
Service company
Branches
UK Branch
UK
Sales and after sales support
100%
100%
100%
100%
100%
80%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
25%
(1) Shareholding held by Ferrari Financial Services, Inc.
name from 410 Park Display, Inc to Ferrari Lifestyle North
(2) Shareholding held by Ferrari North America, Inc.
(3) Effective as of January 12, 2024, the company changed its
America, Inc.
414
FINANCIAL STATEMENTSFERRARI N.V. 2023 ANNUAL REPORT AND FORM 20-F (25)
SUBSEQUENT EVENTS
The Company has evaluated subsequent events through February 22,
2024, which is the date the Company Financial Statements were autho-
rized for issuance, and identified the following matters:
Under the common share repurchase program, from January 1, 2024
to February 16, 2024 the Company purchased an additional 187,642 com-
mon shares for total consideration of €60.9 million. At February 16, 2024,
the Company held in treasury an aggregate of 13,693,051 common shares.
On February 22, 2024, the Board of Directors of Ferrari N.V. recom-
mended to the Company’s shareholders that the
Company declare a dividend of €2.443 per common share, totaling
approximately €440 million. The proposal is subject to the
approval of the Company’s shareholders at the Annual General Meet-
ing to be held on April 17, 2024.
February 22, 2024
[Board of Directors]
John Elkann
Piero Ferrari
Benedetto Vigna
Delphine Arnault
Francesca Bellettini
Eddy Cue
Sergio Duca
John Galantic
Maria Patrizia Grieco
Adam Keswick
Mike Volpi
415
FERRARI N.V. 2023 ANNUAL REPORT AND FORM 20-FFINANCIAL STATEMENTS FINANCIAL STATEMENTS
OTHER
INFORMATION
418
Additional Information for
419
Additional Information Form
Netherlands Corporate
Governance
417
OTHER INFORMATION
ADDITIONAL INFORMATION FOR NETHERLANDS
CORPORATE GOVERNANCE
INDEPENDENT AUDITOR’S REPORT
The report of the Company’s independent auditor,
Deloitte Accountants B.V., the Netherlands, is set
forth at the end of this Annual Report.
DIVIDENDS
Dividends will be determined in accordance with ar-
ticle 23 of the Articles of Association of Ferrari N.V.
The relevant provisions of the Articles of Associa-
tion read as follows:
1 The Company shall maintain a special capital re-
serve to be credited against the share premium
exclusively for the purpose of facilitating any is-
suance or cancellation of special voting shares.
The special voting shares shall not carry any
entitlement to the balance of the special capi-
tal reserve. The Board of Directors shall be au-
thorized to resolve upon (i) any distribution out
of the special capital reserve to pay up special
voting shares or (ii) re-allocation of amounts to
credit or debit the special capital reserve against
or in favor of the share premium reserve.
2 The Company shall maintain a separate divi-
dend reserve for the special voting shares. The
special voting shares shall not carry any enti-
tlement to any other reserve of the Company.
Any distribution out of the special voting rights
dividend reserve or the partial or full release
of such reserve will require a prior proposal
from the Board of Directors and a subsequent
resolution of the meeting of holders of special
voting shares.
3 From the profits, shown in the annual accounts,
as adopted, such amounts shall be reserved as
the Board of Directors may determine.
4 The profits remaining thereafter shall first be
applied to allocate and add to the special voting
shares dividend reserve an amount equal to one
percent (1%) of the aggregate nominal value of
all outstanding special voting shares. The calcu-
lation of the amount to be allocated and added to
the special voting shares dividend reserve shall
occur on a time-proportionate basis. If special
voting shares are issued during the financial
year to which the allocation and addition per-
tains, then the amount to be allocated and add-
ed to the special voting shares dividend reserve
in respect of these newly issued special voting
shares shall be calculated as from the date on
which such special voting shares were issued
until the last day of the financial year concerned.
The special voting shares shall not carry any oth-
er entitlement to the profits.
5 Any profits remaining thereafter shall be at the
disposal of the general meeting of Shareholders
for distribution of profits on the common shares
only, subject to the provision of paragraph 8 of
this article.
6 Subject to a prior proposal of the Board of Di-
rectors, the general meeting of Shareholders
may declare and pay distribution of profits and
other distributions in United States Dollars. Fur-
thermore, subject to the approval of the general
meeting of Shareholders and the Board of Direc-
tors having been designated as the body com-
petent to pass a resolution for the issuance of
shares in accordance with Article 6, the Board of
Directors may decide that a distribution shall be
made in the form of shares or that Shareholders
shall be given the option to receive a distribution
either in cash or in the form of shares.
7 The Company shall only have power to make dis-
tributions to Shareholders and other persons
entitled to distributable profits to the extent the
Company’s equity exceeds the sum of the paid in
and called up part of the share capital and the re-
serves that must be maintained pursuant to Dutch
law and the Company’s Articles of Association. No
distribution of profits or other distributions may
be made to the Company itself for shares that the
Company holds in its own share capital.
8 The distribution of profits shall be made after
the adoption of the annual accounts, from which
it appears that the same is permitted.
9 The Board of Directors shall have power to de-
clare one or more interim distributions of prof-
its, provided that the requirements of paragraph
7 hereof are duly observed as evidenced by an
interim statement of assets and liabilities as re-
ferred to in Section 2:105 paragraph 4 of the
Dutch Civil Code and provided further that the
policy of the Company on additions to reserves
and distributions of profits is duly observed. The
provisions of paragraphs 2 and 3 hereof shall
apply mutatis mutandis.
10 The Board of Directors may determine that dis-
tributions are made from the Company’s share
premium reserve or from any other reserve,
provided that payments from reserves may
only be made to the Shareholders that are enti-
tled to the relevant reserve upon the dissolution
of the Company.
11 Distributions of profits and other distributions
shall be made payable in the manner and at such
date(s) - within four (4) weeks after declaration
thereof - and notice thereof shall be given, as the
general meeting of Shareholders, or in the case
of interim distributions of profits, the Board of
Directors shall determine.
12 Distributions of profits and other distributions,
which have not been collected within five (5) years
and one (1) day after the same have become pay-
able, shall become the property of the Company.
418
FINANCIAL STATEMENTSFERRARI N.V. 2023 ANNUAL REPORT AND FORM 20-F BRANCH OFFICES
Please refer to Note 24 to the Company Financial
Statements included in this Annual Report.
ADDITIONAL INFORMATION
OFFER AND LISTING DETAILS
In the United States, our common shares are listed
and traded on the NYSE (trading symbol “RACE”).
Our common shares are also listed and traded on
the Euronext Milan (trading symbol “RACE”).
DIVIDEND POLICY
Subject to the approval by the Shareholders at the
2024 Annual General Meeting, the Company intends
to make a dividend distribution to the holders of
common shares of Euro 2.433 per common share,
corresponding to a total dividend distribution to
shareholders of approximately Euro 440 million.
We intend to return capital to holders of com-
mon shares over time through a sustainable divi-
dend policy designed toprovide adequate returns
to shareholders, while supporting growth and pro-
tecting our creditworthiness in order to facilitate
access to external funding. We intend to pay 35 per-
cent of our annual net profit by way of dividend in
the coming years; however, the actual level of divi-
dends will be subject to our earnings, cash balanc-
es, commitments, strategic plans and other factors
that our Board of Directors may deem relevant at
the time of the dividend, including adjustments for
income or costs that are significant in nature but
expected to occur infrequently. For additional infor-
mation on distribution of profits, refer to “Corporate
Governance—Memorandum and Articles of Associa-
tion”. Our dividend policy is subject to change in the
Audit fees
Tax fees
Audit-related fees
All other fees
Total
future based on changes in statutory requirements,
market trends, strategic developments, capital re-
quirements and a number of other factors.
All issued and outstanding common shares will
rank equally and will be eligible for any profit or oth-
er payment that may be declared on the common
shares. Pursuant to our Articles of Association,
holders of special voting shares are entitled to a
minimum dividend, which is allocated to the special
dividend reserve. A distribution from the special div-
idend reserve or the (partial) release of the special
dividend reserve will require a prior proposal from
the Board of Directors and a subsequent resolution
of the meeting of holders of special voting shares.
Ferrari does not intend to propose any distribution
from the special dividend reserve.
For additional information on distribution of
profits, refer to “Corporate Governance—Memoran-
dum and Articles of Association”. In addition, we are
carrying out a share repurchase program. For ad-
ditional information please refer to “Other Informa-
tion—Additional Information—Purchases of Equity
Securities by the Issuer and Affiliated Purchasers”.
PRINCIPAL ACCOUNTANT FEES AND SERVICES
Deloitte & Touche S.p.A., the member firms of De-
loitte and their respective affiliates (collectively, the
“Deloitte Entities”) served as our independent reg-
istered public accounting firm for the year ended
December 31, 2023. EY S.p.A., the member firms of
Ernst & Young and their respective affiliates (col-
lectively, the “Ernst & Young Entities”) served as our
independent registered public accounting firm for
the years ended December 31, 2022. We incurred
the following fees for professional services that for
the years ended December 31, 2023 and 2022 re-
ferred to the Deloitte Entities and the Ernst & Young
Entities, respectively:
For the years ended December 31,
2023
(€ thousands)
1,254
9
265
60
1,588
2022
1,280
—
278
375
1,933
“Audit fees” are the aggregate fees earned by the
Principal Accountant Entities for the audit of our
consolidated annual financial statements, reviews
of interim financial statements and attestation ser-
vices that are provided in connection with statuto-
ry and regulatory filings or engagements. “Tax fees”
are the aggregate fees charged by the Principal
Accountant for professional services rendered for
tax compliance activities. “Audit-related fees” are
fees charged by the Ernst & Young Entities for as-
surance and related services that are reasonably
related to the performance of the audit or review of
our financial statements and are not reported un-
der “Audit fees”. This category comprises fees for
419
FERRARI N.V. 2023 ANNUAL REPORT AND FORM 20-FFINANCIAL STATEMENTS agreed-upon procedures engagements and other
attestation services subject to regulatory require-
ments. “All other fees” are fees earned by the Prin-
cipal Accountant for non-audit services rendered in
connection with market research and benchmark-
ing analyses.
AUDIT COMMITTEE’S PRE-APPROVAL
POLICIES AND PROCEDURES
Our Audit Committee nominates and engages our
independent registered public accounting firm to
audit our consolidated financial statements. Our Au-
dit Committee has a policy requiring management
to obtain the Audit Committee’s approval before en-
gaging our independent registered public account-
ing firm to provide any other audit or permitted
non-audit services to us or our subsidiaries. Pursu-
ant to this policy, which is designed to ensure that
such engagements do not impair the independence
of our independent registered public accounting
firm, the Audit Committee reviews and pre-ap-
proves (if appropriate) specific audit and non- audit
services in the categories Audit Services, Audit-Re-
lated Services, Tax Services, and any other services
that may be performed by our independent regis-
tered public accounting firm.
CHANGE IN REGISTRANT’S CERTIFYING
ACCOUNTANT
The disclosure called for by this section was previ-
ously reported in our annual report for the year end-
ed on December 31, 2022.
PURCHASES OF EQUITY SECURITIES BY THE
ISSUER AND AFFILIATED PURCHASERS
A multi-year share repurchase program of up to
Euro 1.5 billion executed between 2019 and 2022
was announced by the Company at the 2018 Capital
Markets Day. Completing in May 2022, this program
consisted of six tranches of common shares repur-
chases, in addition to purchases in relation to the
Sell-to-Cover program, and reached a total amount
of Euro 960 million.
A new multi-year share repurchase program of
approximately Euro 2 billion expected to be execut-
ed by 2026 was announced by the Company at the
Capital Markets Day held on June 16, 2022 and re-
placed the previous share repurchase program.
On June 30, 2022, Ferrari announced the launch of
a first tranche of up to Euro 150 million in common
share repurchases (the “First Tranche of Second
Program”) under the abovementioned new multi-
year share repurchase program. The First Tranche
of Second Program started on July 1, 2022 and was
completed on November 30, 2022.
On December 1, 2022, Ferrari announced the
launch of a second tranche of up to Euro 200 mil-
lion in common share repurchases (the “Second
Tranche of Second Program”) under the abovemen-
tioned new multi-year repurchase program. The
Second Tranche of Second Program started on De-
cember 2, 2022 and was completed on June 26, 2023.
On June 30, 2023 Ferrari announced the launch
of a third tranche of up to Euro 200 million in com-
420
FINANCIAL STATEMENTSFERRARI N.V. 2023 ANNUAL REPORT AND FORM 20-F mon share repurchases (the “Third Tranche of Sec-
ond Program”) under the abovementioned new
multi-year repurchase program. The Third Tranche
of Second Program started on July 3, 2023 and was
completed on October 20, 2023.
On November 7, 2023, Ferrari announced the
launch of a fourth tranche of up to Euro 350 million
in common share repurchases (the “Fourth Tranche
of Second Program”). The Fourth Tranche of Sec-
ond Program started on November 8, 2023 and is
expected to end no later than June 26, 2024.
The First Tranche of Second Program and the
Second Tranche of Second Program implemented
the resolutions adopted by the Shareholders’ Meet-
ing (held on April 13, 2022), the Third Tranche and
the Fourth Tranche of the Second Program imple-
mented the resolutions adopted by the Sharehold-
ers’ Meeting held on April 14, 2023. Both resolutions
were duly communicated to the market, which au-
thorized the purchase of up to 10% of the Company’s
common shares during the eighteen-month period
following such Shareholders’ Meeting, with the re-
purchase authority granted in the 2023 meeting
currently set to expire on October 13, 2024 unless
extended or renewed before such date.
As of December 31, 2023, Ferrari’s common
shares held in treasury amounted to 13,505,409
and special voting shares held in treasury amount-
ed to 16,240.
The following table reports purchases of Ferra-
ri equity securities by the Company during the year
ended December 31, 2023, which were made un-
der the Second Tranche, the Third Tranche and the
Fourth Tranche under the aforementioned second
multi-year share repurchase program announced
on June 16, 2022.
Period
Total Number of
Average Price
Total Number of
Approximate Value of
Shares Purchased
Paid per Share
(€)(1)(2)
Shares Purchased
Shares that May Yet Be
as Part of Publicly
Purchased under the
Announced Plans or
Plans or Programs
Programs
(€)
Jan 1 to Jan 31, 2023
123,760
Feb 1 to Feb 28, 2023
103,171
March 1 to March 31, 2023
144,915
April 1 to April 30, 2023
85,321
May 1 to May 31, 2023
142,500
June 1 to June 30, 2023
81,201
July 1 to July 31, 2023
264,792
Aug 1 to Aug 31, 202
71,951
Sept 1 to Sept 30, 2023
347,936
Oct 1 to Oct 31, 2023
17,957
Nov 1 to Nov 30, 2023
113,971
Dec 1 to Dec 31, 2023
132,696
Total
1,630,171
217.7809
245.0181
247.5868
252.6258
268.5634
278.8770
290.1469
290.2921
278.8622
286.9733
328.5944
331.5859
277.1061
123,760
1,793,561,585
103,171
1,768,292,913
144,915
1,732,434,329
85,321
1,710,878,441
142,500
1,672,639,164
81,201
1,649,977,101
264,792
1,573,107,328
71,951
1,552,274,113
347,936
1,455,129,571
17,957
1,449,977,595
113,971
1,412,489,170
132,696
1,368,593,637
1,630,171
(1) Repurchases made under the Second, Third and Fourth
Second Program commenced on November 8, 2023.
Tranche of the abovementioned second multi-year
(2) Share repurchases made on the NYSE have been
share repurchase program announced at the Capital
converted into Euro from U.S. Dollars at the exchange rate
Markets Day held on June 16, 2022. The Second Tranche
reported by the European Central Bank on the respective
was completed on June 26, 2023, the Third Tranche was
transaction dates.
completed on October 20, 2023. The Fourth Tranche of
viduals’ taxable income in line with market prac-
tice (Sell to Cover) at the average price of Euro
243.6708 per share.
In addition to the above, in the context of the Group’s
employee equity incentive plans:
• on March 15, 2023 the Company assigned a to-
tal of 80,305 common shares, previously held in
treasury, to certain employees of the Group. On
the same day, Ferrari purchased, in a “cross or-
der” transaction executed on the Euronext Milan,
a total of 34,671 common shares from a group
of those employees in order to cover such indi-
421
FERRARI N.V. 2023 ANNUAL REPORT AND FORM 20-FFINANCIAL STATEMENTS TAXATION
MATERIAL UNITED STATES FEDERAL INCOME TAX
CONSEQUENCES
Ferrari N.V. is a public limited company organized in
the Netherlands that is classified as a foreign corpo-
ration for U.S. federal income tax purposes.
This section describes the material U.S. federal
income tax consequences of owning Ferrari com-
mon shares and special voting shares. It applies
solely to “U.S. holders” (as defined below) that hold
common shares or special voting shares of Ferrari
as capital assets.
For purposes of this discussion, a “U.S. holder” is a
beneficial owner of common shares of Ferrari that is:
• an individual that is a citizen or tax resident of the
• a corporation, or other entity taxable as a corpo-
United States;
ration, created or organized under the laws of
the United States;
• an estate whose income is subject to U.S. federal
• a trust if (i) a U.S. court can exercise primary su-
income tax, regardless of the income’s source; or
pervision over the trust’s administration and one
or more U.S. persons are authorized to control all
substantial decisions of the trust or (ii) the trust
has made a valid election under applicable Trea-
sury Regulations to be treated as a U.S. person.
This section does not apply to holders that are U.S.
persons that are generally subject to special income
tax rules, including:
• a dealer in securities or foreign currencies,
• a regulated investment company,
• a trader in securities that elects to use a mark-
to-market method of accounting for securities
holdings,
• a tax-exempt organization,
• a bank, financial institution, or insurance company,
• a person liable for the alternative minimum tax,
a person that actually or constructively owns 10
percent or more, by vote or value, of Ferrari,
• a person that holds common shares or special
voting shares of Ferrari as part of a straddle or
a hedging, conversion, or other risk reduction
transaction for U.S. federal income tax purposes,
• a person that acquired common shares or spe-
cial voting shares of Ferrari pursuant to the ex-
ercise of employee stock options or otherwise
as compensation, or
• a person whose functional currency is not the
U.S. Dollar.
This section is based on the Internal Revenue Code
of 1986, as amended (the “Code”), its legislative his-
tory, existing and proposed regulations, published
rulings and court decisions, as well as on applicable
tax treaties, all as of the date hereof. These laws are
subject to change, possibly on a retroactive basis.
422
If an entity or arrangement treated as a partnership
for U.S. federal income tax purposes holds shares,
the U.S. federal income tax treatment of a partner
will generally depend on the status of the partner
and the tax treatment of the partnership. A partner
in an entity treated as a partnership for U.S. feder-
al income tax purposes holding shares should con-
sult its tax advisors with regard to the U.S. federal
income tax treatment of the ownership of Ferrari
common shares.
All holders of Ferrari common shares and spe-
cial voting shares should consult their own tax advi-
sors regarding the U.S. federal, state and local and
foreign and other tax consequences of owning and
disposing of Ferrari common shares in their partic-
ular circumstances.
TAXATION OF DIVIDENDS
Under the U.S. federal income tax laws, and subject
to the discussion of the taxation of a passive for-
eign income company ("PFIC") below, a U.S. holder
must include in its gross income the gross amount
of any dividend paid by Ferrari to the extent of its
current or accumulated earnings and profits (as
determined under U.S. federal income tax princi-
ples). Dividends will be taxed as ordinary income to
the extent that they are paid out of Ferrari’s current
or accumulated earnings and profits. Dividends
paid to a non-corporate U.S. holder by certain “qual-
ified foreign corporations” that constitute qualified
dividend income may be taxable to the holder at
the preferential rates applicable to long-term cap-
ital gains provided that the holder holds the shares
for more than 60 days during the 121-day period
beginning 60 days before the ex-dividend date and
the U.S. holder meets other holding period and tax
treaty eligibility requirements.
For this purpose, common shares of Ferrari are
treated as stock of a “qualified foreign corporation”
if Ferrari is eligible for the benefits of an applicable
comprehensive income tax treaty with the United
States or if such stock is readily tradable on an es-
tablished securities market in the United States. The
common shares of Ferrari are listed on the New
York Stock Exchange and Ferrari expects to be eli-
gible for the benefits of such a treaty. Accordingly,
subject to the discussion of PFIC taxation below, div-
idends Ferrari pays with respect to the shares are
expected to constitute qualified dividend income,
assuming the holding period requirements are met.
However, no assurance can be given that the com-
mon shares of Ferrari will be treated as readily trad-
able on an established securities market in the Unit-
ed States or that Ferrari will qualify for the benefits
of a comprehensive income tax treaty with the Unit-
ed States. Further, no assurance can be given that
the U.S. holder receiving such dividend will be eligi-
ble for the benefits of such a treaty.
If non-U.S. withholding tax is withheld from the
dividend payment, a U.S. holder must include such
amounting gross amount even though the holder
FINANCIAL STATEMENTSFERRARI N.V. 2023 ANNUAL REPORT AND FORM 20-F does not in fact receive the amount withheld. The div-
idend is taxable to a U.S. holder when the U.S. holder
receives the dividend, actually or constructively.
The dividend will not be eligible for the divi-
dends-received deduction allowed to U.S. corpora-
tions in respect of dividends received from other
U.S. corporations. However, subject to limitation,
certain U.S. holders that are U.S. corporations may
be eligible for a dividend received deduction.
Distributions in excess of current and accumu-
lated earnings and profits, as determined for U.S.
federal income tax purposes, will be treated as a
non-taxable return of capital to the extent of the U.S.
holder’s basis in Ferrari common shares, causing a
reduction in the U.S. holder’s adjusted basis in Fer-
rari common shares. Any distribution thereafter will
likely be considered a capital gain.
Subject to certain limitations, any non-U.S. tax
withheld and paid over to a non-U.S. taxing authority
is eligible for credit against a U.S. holder’s U.S. feder-
al income tax liability except to the extent a refund of
the tax withheld is available to the U.S. holder under
non-U.S. tax law or under an applicable tax treaty.
The amount allowed to a U.S. holder as a credit is lim-
ited to the amount of the U.S. holder’s U.S. federal in-
come tax liability that is attributable to income from
sources outside the U.S. and is computed separate-
ly with respect to different types of income that the
U.S. holder receives from non-U.S. sources. Subject
to the discussion below regarding Section 904(h)
of the Code, dividends paid by Ferrari will be for-
eign source income and will generally be “passive”
income for purposes of computing the foreign tax
credit allowable to a U.S. holder.
Under Section 904(h) of the Code, dividends
paid by a foreign corporation that is 50 percent or
more owned, by vote or value, by U.S. persons may
be treated as U.S. source income (rather than for-
eign source income) for foreign tax credit purpos-
es, to the extent the foreign corporation earns U.S.
source income, unless such corporation has less
than 10 percent of applicable earnings and prof-
its attributable to sources within the U.S. In certain
circumstances, U.S. holders may be able to choose
the benefits of Section 904(h)(10) of the Code and
elect to treat dividends that would otherwise be
U.S. source dividends as foreign source dividends,
but in such a case the foreign tax credit limitations
would be separately determined with respect to
such “resourced” income. In general, therefore, the
application of Section 904(h) of the Code may ad-
versely affect a U.S. holder’s ability to use foreign
tax credits. Ferrari does not believe that it is 50 per-
cent or more owned by U.S. persons. In addition,
Ferrari believes that its earnings and profits attrib-
utable to sources within the U.S. will not exceed 10
percent of applicable earnings and profits. Howev-
er, these conclusions are factual determinations
and are subject to change; no assurance can there-
fore be given that Ferrari may not be treated as 50
percent or more owned by U.S. persons for purpos-
es of Section 904(h) of the Code or that less than 10
percent of Ferrari’s earnings and profits will be at-
tributable to sources within the U.S. U.S. holders are
strongly urged to consult their own tax advisors re-
garding the possible impact if Section 904(h) of the
Code should apply.
TAXATION OF CAPITAL GAINS
Subject to the discussion of PFIC taxation and ex-
pected tax consequences of the Separation below,
a U.S. holder that sells or otherwise disposes of its
Ferrari common shares will recognize capital gain
or loss for U.S. federal income tax purposes equal
to the difference between the U.S. Dollar value of
the amount that the U.S. holder realizes and the U.S.
holder’s tax basis in those shares. Capital gain of a
noncorporate U.S. holder may be taxed at preferen-
tial rates where the property is held for more than
one year. For foreign tax credit limitation purposes,
the source of such income will be U.S. source. The
deduction of capital losses is subject to limitations.
Nonresident alien individual(s) present in the
United States for a period or periods aggregating
183 days or more during the taxable year may be
subject to U.S. income taxation upon the disposition
of capital property.
LOYALTY VOTING PROGRAM
NO STATUTORY, JUDICIAL OR ADMINISTRATIVE AU-
THORITY DIRECTLY DISCUSSES HOW THE RECEIPT,
OWNERSHIP OR DISPOSITION OF SPECIAL VOTING
SHARES SHOULD BE TREATED FOR U.S. FEDERAL
INCOME TAX PURPOSES AND AS A RESULT, THE U.S.
FEDERAL INCOME TAX CONSEQUENCES ARE UN-
CERTAIN. ACCORDINGLY, WE URGE U.S. HOLDERS
TO CONSULT THEIR TAX ADVISOR AS TO THE TAX
CONSEQUENCES OF THE RECEIPT, OWNERSHIP AND
DISPOSITION OF SPECIAL VOTING SHARES.
Receipt of special voting shares
If a U.S. holder receives special voting shares, the
tax consequences of the receipt of special voting
shares is unclear. While distributions of stock are
tax-free in certain circumstances, it is possible that
the distribution of special voting shares could be
treated as a distribution subject to tax as described
above in “—Taxation of Dividends” if such distribu-
tion were considered to result in a “disproportion-
ate distribution”. If the distribution of special voting
shares were so treated, the amount of the distribu-
tion should equal the fair market value of the spe-
cial voting shares received. Ferrari believes and
intends to take the position that the value of each
special voting share is minimal. However, because
the fair market value of the special voting shares is
factual and is not governed by any guidance that di-
rectly addresses such a situation, the IRS could as-
serts that the value of the special voting shares (and
thus the amount of the distribution) as determined
by Ferrari is incorrect.
423
FERRARI N.V. 2023 ANNUAL REPORT AND FORM 20-FFINANCIAL STATEMENTS
Ownership of special voting shares
Ferrari believes that U.S. holders holding special vot-
ing shares should not have to recognize income in
respect of amounts transferred to the special voting
shares dividend reserve that are not paid out as div-
idends. Section 305 of the Code may, in certain cir-
cumstances, require a holder of preferred shares
to recognize income even if no dividends are actu-
ally received on such shares if the preferred shares
are redeemable at a premium and the redemption
premium results in a “constructive distribution”. Pre-
ferred shares for this purpose refer to shares that
do not participate in corporate growth to any signif-
icant extent. Ferrari believes that Section 305 of the
Code should not apply to any amounts transferred
to the special voting shares dividend reserve that
are not paid out as dividends so as to require current
income inclusion by U.S. holders because, among
other things, (i) the special voting shares are not re-
deemable on a specific date and a U.S. holder is only
entitled to receive amounts in respect of the special
voting shares upon liquidation, (ii) Section 305 of the
Code does not require the recognition of income in
respect of a redemption premium if the redemption
premium does not exceed a de minimis amount and,
even if the amounts transferred to the special vot-
ing shares dividend reserve that are not paid out as
dividends are considered redemption premium, the
amount of the redemption premium is likely to be “de
minimis” as such term is used in the applicable Trea-
sury Regulations. Ferrari therefore intends to take
the position that the transfer of amounts to the spe-
cial voting shares dividend reserve that are not paid
out as dividends does not result in a “constructive
distribution,” and this determination is binding on all
U.S. holders of special voting shares other than a U.S.
holder that explicitly discloses its contrary determi-
nation in the manner prescribed by the applicable
regulations. However, because the tax treatment of
the loyalty voting program is unclear and because
Ferrari’s determination is not binding on the IRS, it
is possible that the IRS could disagree with Ferrari’s
determination and require current income inclusion
in respect of such amounts transferred to the spe-
cial voting shares dividend reserve that are not paid
out as dividends.
Disposition of special voting shares
The tax treatment of a U.S. holder that has its spe-
cial voting shares redeemed for zero consideration
after removing its common shares from the Loyal-
ty Register is unclear. It is possible that a U.S. hold-
er would recognize a loss to the extent of the U.S.
holder’s basis in its special voting shares. Such loss
would be a capital loss and would be a long-term
capital loss if a U.S. holder has held its special voting
shares for more than one year. It is also possible that
a U.S. holder would not be allowed to recognize a
loss upon the redemption of its special voting shares
and instead a U.S. holder should increase the basis
in its Ferrari common shares by an amount equal
to the basis in its special voting shares. Such basis
increase in a U.S. holder’s Ferrari common shares
would decrease the gain, or increase the loss, that
a U.S. holder would recognize upon the sale or other
taxable disposition of its Ferrari common shares.
THE U.S. FEDERAL INCOME TAX TREATMENT OF
THE LOYALTY VOTING PROGRAM IS UNCLEAR AND
U.S. HOLDERS ARE URGED TO CONSULT THEIR TAX
ADVISORS IN RESPECT OF THE CONSEQUENCES OF
ACQUIRING, OWNING, AND DISPOSING OF SPECIAL
VOTING SHARES.
PFIC CONSIDERATIONS
Ferrari believes that shares of its stock are not con-
sidered stock of a PFIC for U.S. federal income tax
purposes, but this conclusion must be factually de-
termined annually, and thus is subject to change. The
PFIC regime of taxation is onerous and complex, and
can be mitigated through certain through U.S. tax
elections. However, because of the administrative
burdens involved, Ferrari does not intend to provide
information to its holders that would be required to
make such election(s) effective.
Because the determination whether a foreign
corporation is a PFIC is primarily factual and there
is little administrative or judicial authority on which
to rely to make a determination, the IRS might not
agree that Ferrari is not a PFIC. Moreover, no assur-
ance can be given that Ferrari would not become a
PFIC for any future taxable year if there were to be
changes in Ferrari’s assets, income or operations.
Ferrari would be a PFIC with respect to a U.S.
holder if for any taxable year in which the U.S. holder
held shares of Ferrari stock, after the application of
applicable “look-through rules”:
• 75 percent or more of Ferrari’s gross income for
the taxable year consists of “passive income” (in-
cluding dividends, interest, gains from the sale or
exchange of investment property and rents and
royalties other than rents and royalties that are
received from unrelated parties in connection
with the active conduct of a trade or business, as
defined in applicable Treasury Regulations); or
• at least 50 percent of its assets for the taxable
year (averaged over the year and determined
based upon value) produce or are held for the
production of passive income.
As discussed in greater detail below, if shares of Fer-
rari stock were to be treated as stock of a PFIC, gain
realized (subject to the discussion below regarding a
mark-to-market election) on the sale or other dispo-
sition of shares of Ferrari stock would not be treated
as capital gain. Rather, a U.S. holder would be treated
as if such U.S. holder had realized such gain and cer-
tain “excess distributions” ratably over the U.S. hold-
er’s holding period for its shares of Ferrari stock,
and such gain would be taxed at the highest tax rate
in effect for each such year to which the gain was al-
424
FINANCIAL STATEMENTSFERRARI N.V. 2023 ANNUAL REPORT AND FORM 20-F located, together with an interest charge in respect
of the tax attributable to each such year. With certain
exceptions, a U.S. holder’s shares of Ferrari stock
would be treated as stock in a PFIC if Ferrari were
a PFIC at any time during such U.S. holder’s holding
period in the shares. Dividends received from Ferra-
ri would not be eligible for the special tax rates ap-
plicable to qualified dividend income if Ferrari were
treated as a PFIC in the taxable years in which the
dividends are paid or in the preceding taxable year
(regardless of whether the U.S. holder held shares of
Ferrari stock in such year) but instead would be tax-
able at rates applicable to ordinary income.
If Ferrari were to be treated as a PFIC for any
taxable year included in whole or in part in a U.S.
holder’s holding period of Ferrari and such U.S.
holder is treated as owning shares of Ferrari stock
for purposes of the PFIC rules (and regardless of
whether Ferrari remains a PFIC for subsequent
taxable years), the U.S. holder (i) would be liable to
pay U.S. federal income tax at the highest applica-
ble income tax rates on (a) ordinary income upon
the receipt of excess distributions (the portion of
any distributions received by the U.S. holder on
shares of Ferrari stock in a taxable year in excess
of 125 percent of the average annual distributions
received by the U.S. holder in the three preceding
taxable years or, if shorter, the U.S. holder’s holding
period for the Ferrari common shares) and (b) on
any gain from the disposition of shares of Ferra-
ri stock, plus interest on such amounts, as if such
excess distributions or gain had been recognized
ratably over the U.S. holder’s holding period of the
shares of Ferrari stock, and (ii) may be required to
annually file Form 8621 with the IRS reporting infor-
mation concerning Ferrari.
If Ferrari were to be treated as a PFIC for any tax-
able year and provided that Ferrari common shares
are treated as “marketable stock” within the mean-
ing of applicable Treasury Regulations, which Ferra-
ri believes will be the case, a U.S. holder may make
a mark-to-market election with respect to such U.S.
holder’s common shares. Under a mark-to-market
election, any excess of the fair market value of the
Ferrari common shares at the close of any taxable
year over the U.S. holder’s adjusted tax basis in the
Ferrari common shares is included in the U.S. hold-
er’s income as ordinary income. These amounts
of ordinary income would not be eligible for the fa-
vorable tax rates applicable to qualified dividend in-
come or long-term capital gains. In addition, the ex-
cess, if any, of the U.S. holder’s adjusted tax basis at
the close of any taxable year over the fair market val-
ue of the Ferrari common shares is deductible in an
amount equal to the lesser of the amount of the ex-
cess or the amount of the net mark-to-market gains
that the U.S. holder included in income in prior years.
A U.S. holder’s tax basis in Ferrari common shares
would be adjusted to reflect any such income or loss.
Gain realized on the sale, exchange or other disposi-
tion of Ferrari common shares would be treated as
ordinary income, and any loss realized on the sale,
exchange or other disposition of Ferrari common
shares would be treated as ordinary loss to the ex-
tent that such loss does not exceed the net mark-to-
market gains previously included by the U.S. holder.
425
FERRARI N.V. 2023 ANNUAL REPORT AND FORM 20-FFINANCIAL STATEMENTS The adverse consequences of owning stock in a
PFIC could also be mitigated if a U.S. holder makes
a valid “qualified electing fund” election (“QEF elec-
tion”), which, among other things, would require a
U.S. holder to include currently in income its pro
rata share of the PFIC’s net capital gain and ordi-
nary earnings, based on earnings and profits as
determined for U.S. federal income tax purposes.
Because of the administrative burdens involved,
Ferrari does not intend to provide information to its
holders that would be required to make such elec-
tion effective.
A U.S. holder that holds shares of Ferrari stock
during a period when Ferrari is a PFIC will be sub-
ject to the foregoing rules for that taxable year and
all subsequent taxable years with respect to that U.S.
holder’s holding of Ferrari common shares, even if
Ferrari ceases to be a PFIC, subject to certain excep-
tions for U.S. holders that made a mark-to-market or
QEF election. U.S. holders are strongly urged to con-
sult their tax advisors regarding the PFIC rules, and
the potential tax consequences to them if Ferrari
were determined to be a PFIC.
MATERIAL NETHERLANDS
TAX CONSEQUENCES
This section describes solely the principal Dutch tax
consequences of the acquisition, ownership and
disposal of Ferrari common shares and, if applica-
ble, Ferrari special voting shares by non-resident
holders of such shares (as defined below). It does
not purport to describe every aspect of Dutch tax-
ation that may be relevant to a particular holder of
Ferrari common shares and, if applicable, Ferrari
special voting shares. Tax matters are complex, and
the tax consequences to a particular holder of Fer-
rari common shares and, if applicable, Ferrari spe-
cial voting shares will depend in part on such hold-
er’s circumstances. Shareholders and any potential
investor should consult their own tax advisors re-
garding the Dutch tax consequences of acquiring,
owning and disposing of Ferrari common shares
and, if applicable, Ferrari special voting shares in
their particular circumstances.
Where in this section English terms and expres-
sions are used to refer to Dutch concepts, the mean-
ing to be attributed to such terms and expressions
shall be the meaning to be attributed to the equiva-
lent Dutch concepts under Dutch tax law. Where in
this section the terms “the Netherlands” and “Dutch”
are used, these refer solely to the European part of
the Kingdom of the Netherlands.
This section also assumes that the board shall
control the conduct of the affairs of Ferrari and shall
procure that Ferrari is organized such that Ferrari
should be treated as solely resident of Italy for the
application of the tax treaty as concluded between
Italy and the Netherlands. A change in facts and cir-
cumstances based upon which Ferrari is no longer
considered to be solely resident of Italy for the ap-
plication of the mentioned treaty may invalidate the
contents of this section, which will not be updated to
reflect any such change.
This section is based on the tax law of the Neth-
erlands (unpublished case law not included) as it
stands at the date of this Form. The tax law upon
which this description is based is subject to chang-
es, possibly with retroactive effect. Any such chang-
es may invalidate the contents of this description,
which will not be updated to reflect such changes.
SCOPE OF THE SUMMARY.
The summary of Dutch taxes set out in this section
“Material Dutch tax consequences” only applies to a
holder of Ferrari common shares and, if applicable
Ferrari special voting shares who is a non-resident
holder of such shares. For the purpose of this sum-
mary a holder of Ferrari common shares and, if ap-
plicable Ferrari special voting shares is a non-resi-
dent holder of such shares if such holder is neither
a resident nor deemed to be resident in The Nether-
lands for purposes of Dutch income tax or corpora-
tion tax as the case may be.
This Dutch taxation section does not address
the Dutch tax consequences for a holder of Ferra-
ri common shares and, if applicable, Ferrari special
voting shares who:
(i)
is a person who may be deemed an owner of
Ferrari common shares and, if applicable, Ferra-
ri special voting shares for Dutch tax purposes
pursuant to specific statutory attribution rules in
Dutch tax law;
(ii) owns Ferrari common shares and, if applicable,
Ferrari special voting shares in connection with
a membership of a management board or a su-
pervisory board, an employment relationship, a
deemed employment relationship or manage-
ment role; or
(iii) is for Dutch tax purposes taxable as a corporate
entity and resident of Aruba, Curaçao or Sint
Maarten.
NON-RESIDENT HOLDERS OF FERRARI COMMON
SHARES AND, IF APPLICABLE, FERRARI SPECIAL
VOTING SHARES
Individuals
If a non-resident holder of Ferrari common shares
and, if applicable, Ferrari special voting shares is
an individual, he will not be subject to Dutch income
tax in respect of any benefits derived or deemed to
be derived from or in connection with Ferrari com-
mon shares and, if applicable, Ferrari special voting
shares, except if:
(i) he derives profits from an enterprise, whether
as an entrepreneur or pursuant to a co-entitle-
ment to the net value of such enterprise, other
than as a shareholder, and such enterprise is
carried on, in whole or in part, through a perma-
426
FINANCIAL STATEMENTSFERRARI N.V. 2023 ANNUAL REPORT AND FORM 20-F nent establishment or a permanent representa-
tive in the Netherlands, and his Ferrari common
shares and, if applicable, Ferrari special voting
shares are attributable to such permanent es-
tablishment or permanent representative;
(ii) he derives benefits or is deemed to derive ben-
efits from or in connection with Ferrari com-
mon shares and, if applicable, Ferrari special
voting shares that are taxable as benefits from
miscellaneous activities performed in the Neth-
erlands; or
(iii) he derives profits pursuant to the entitlement to
a share in the profits of an enterprise, other than
as a holder of securities, which is effectively man-
aged in the Netherlands and to which enterprise
his Ferrari common shares and, if applicable, Fer-
rari special voting shares are attributable.
Corporate entities
If a non-resident holder of Ferrari common shares
and, if applicable, Ferrari special voting shares is a
corporate entity, or an entity including an associa-
tion, a partnership and a mutual fund, taxable as a
corporate entity, it will not be subject to Dutch cor-
poration tax in respect of any benefits derived or
deemed to be derived from or in connection with
Ferrari common shares and, if applicable, Ferrari
special voting shares, except if:
(i)
it derives profits from an enterprise directly
which is carried on, in whole or in part, through
a permanent establishment or a permanent
representative in the Netherlands, and to which
permanent establishment or permanent repre-
(ii)
sentative its Ferrari common shares and, if ap-
plicable, Ferrari special voting shares are attrib-
utable; or
it derives profits pursuant to a co-entitlement to
the net value of an enterprise which is managed
in the Netherlands, other than as a holder of se-
curities, and to which enterprise its Ferrari com-
mon shares and, if applicable, Ferrari special
voting shares are attributable.
General
be deemed to carry on an enterprise, in whole or in
part, through a permanent establishment or a per-
manent representative in the Netherlands by rea-
son only of the execution and/or enforcement of
the documents relating to the issue of Ferrari com-
mon shares and, if applicable, Ferrari special voting
shares or the performance by Ferrari of its obliga-
tions under such documents or under the Ferrari
common shares and, if applicable, Ferrari special
voting shares.
DIVIDEND WITHHOLDING TAX
If a holder of Ferrari common shares and, if applica-
ble, Ferrari special voting shares is neither resident
nor deemed to be resident in the Netherlands, such
holder will for Dutch tax purposes not carry on or
Ferrari is generally required to withhold Dutch div-
idend withholding tax at a rate of 15 percent from
dividends distributed by it. As an exception to this
427
FERRARI N.V. 2023 ANNUAL REPORT AND FORM 20-FFINANCIAL STATEMENTS rule, Ferrari may not be required to withhold Dutch
dividend withholding tax from non-Resident holders
of shares (as defined above) if it is considered to be
a tax resident of both the Netherlands and Italy, in
accordance with the domestic tax residency provi-
sions applied by each of these jurisdictions, while the
double tax treaty between the Netherlands and Italy
attributes the tax residency exclusively to Italy.
GIFT AND INHERITANCE TAXES
No Dutch gift tax or Dutch inheritance tax will arise
with respect to an acquisition or deemed acquisition
of Ferrari common shares and, if applicable, Ferrari
special voting shares by way of gift by, or upon the
death of, a holder of Ferrari common shares and, if
applicable, Ferrari special voting shares who is nei-
ther resident nor deemed to be resident in the Neth-
erlands for purposes of Dutch gift tax or Dutch inheri-
tance tax except if, in the event of a gift whilst not being
a resident nor being a deemed resident in the Nether-
lands for purposes of Dutch gift tax or Dutch inheri-
tance tax, the holder of Ferrari common shares and,
if applicable, Ferrari special voting shares becomes a
resident or a deemed resident in the Netherlands and
dies within 180 days after the date of the gift.
For purposes of Dutch gift tax and Dutch inheri-
tance tax, a gift of Ferrari common shares and, if ap-
plicable, Ferrari special voting shares made under
a condition precedent is deemed to be made at the
time the condition precedent is satisfied.
VALUE ADDED TAX
No Dutch value added tax will arise in respect of any
payment in consideration for the issue of Ferrari
common shares and, if applicable, Ferrari special
voting shares.
REGISTRATION TAXES AND DUTIES
No Dutch registration tax, transfer tax, stamp duty
or any other similar documentary tax or duty, other
than court fees, is payable in the Netherlands in re-
spect of or in connection with the execution and/or
enforcement (including by legal proceedings and
including the enforcement of any foreign judgment
in the courts of the Netherlands) of the documents
relating to the issue of Ferrari common shares
and, if applicable, Ferrari special voting shares, the
performance by Ferrari of its obligations under
such documents, or the transfer of Ferrari com-
mon shares and, if applicable, Ferrari special vot-
ing shares.
MATERIAL ITALIAN INCOME
TAX CONSEQUENCES
This section describes solely the material Italian tax
consequences of acquiring, holding, and disposing
of Ferrari common shares and, if applicable, Ferra-
ri special voting shares. It does not consider every
428
aspect of Italian taxation that may be relevant to a
particular holder of Ferrari common shares and, if
applicable, Ferrari special voting shares in special
circumstances or who is subject to special treatment
under applicable law, and it is not intended to be ap-
plicable in all respects to all classes of investors.
Shareholders and any potential prospective in-
vestors should consult their own tax advisors re-
garding the Italian tax consequences of acquiring,
holding, and disposing of Ferrari common shares
and, if applicable, Ferrari special voting shares in
their particular circumstances and should inves-
tigate the nature and the origin of the amounts re-
ceived as distributions in connection with the Ferrari
common shares (dividends or reserves).
Where in this section English terms and expres-
sions are used to refer to Italian concepts, the mean-
ing to be given to these terms and expressions shall
be the meaning to be given to the equivalent Italian
concepts under Italian tax law. This summary as-
sumes that Ferrari common shares will be listed on
a regulated market. This summary also assumes
that Ferrari is organized, and that the business will
be conducted, in the manner outlined in this report.
A change to the organizational structure or to the
manner in which Ferrari conducts its business may
invalidate the contents of this section, which will not
be updated to reflect any such change.
Law No. 111 of August 9, 2023 delegated the Ital-
ian Government to enact, within the next twenty-four
months, one or more legislative decrees to reform
the Italian tax system (the “Tax Reform”). According
to this Law, the Tax Reform could significantly change
the taxation of financial income and capital gains
and introduce several amendments in the Italian tax
system at different levels. The precise nature, extent,
and impact of these amendments cannot be quan-
tified or foreseen with any certainty at this stage.
Therefore, the information provided in this Prospec-
tus may not reflect the future tax framework.
This summary is based on the tax laws of the Re-
public of Italy and case law / practice (unpublished
case law / practice is not included) as it stands at
the date of this summary. The law upon which this
description is based is subject to change, potentially
with retroactive effect. Any such change may invali-
date the contents of this description, which will not be
updated to reflect this change.
DEFINITIONS
In this section, the following terms have the meaning
defined below:
ber 22, 1986 (the Consolidated Income Tax Act);
• “CITA”: Presidential Decree No. 917 of Decem-
• “EEA State”: a State that is party to the European
• “Finance Act 2017”: Law No. 232 of December 11,
• “Finance Act 2018”: Law No. 205 of December 27,
Economic Area Agreement;
2016;
2017;
FINANCIAL STATEMENTSFERRARI N.V. 2023 ANNUAL REPORT AND FORM 20-F 2019;
2018;
2020;
• “Finance Act 2019”: Law No. 145 of December 30,
• “Finance Act 2020”: Law No. 160 of December 27,
• “Finance Act 2021”: Law No. 178 of December 30,
• “Finance Act 2023”: Law No. 197 of December 29,
• “Finance Act 2024”: Law No. 213 of December 30,
• “IRES”: Italian corporate income tax;
• “Italian White List”: the list of countries and ter-
2022;
2023;
ritories allowing a satisfactory exchange of in-
formation with Italy (i) currently included in the
Italian Ministerial Decree of September 4, 1996,
as subsequently amended and supplemented,
or (ii) once effective in any other decree or reg-
ulation that will be issued in the future to provide
the list of such countries and territories (and that
will replace the Ministerial Decree of September
4, 1996), including any country or territory that
will be deemed listed therein for the purpose of
any interim rule;
• “Non-Qualified Holdings”: holdings of common
shares in Ferrari, including rights or securities
through which Ferrari common shares may be
acquired, other than Qualified Holdings;
• “Qualified Holdings”: holdings of common shares
in Ferrari, including rights or securities through
which Ferrari common shares may be acquired,
that represent, in case of shares listed on regu-
lated markets, either (i) more than two percent
of the overall voting rights exercisable at ordi-
nary shareholders’ meetings or (ii) an interest
in Ferrari’s issued and outstanding capital in ex-
cess of 5 percent; and
• “Transfer of Qualified Holdings”: transfers of
common shares in Ferrari, including rights or se-
curities through which Ferrari common shares
may be acquired, that exceed, over a period of
12 (twelve) months, the threshold for qualifying
as Qualified Holdings. The twelve-month period
starts from the date when the shares, securities
and the rights owned represent a percentage of
voting rights or interest in Ferrari’s capital that
exceeds the aforesaid thresholds. In case of
rights or securities through which Ferrari com-
mon shares may be acquired, the percentage of
voting rights or interest in Ferrari’s capital po-
tentially attributable to the holding of such rights
and securities is taken into account.
TAXATION OF DIVIDENDS
The tax regime summarized in this subsection “Tax-
ation of Dividends” applies only to classes of holders
of Ferrari common shares and, if applicable, Ferrari
special voting shares that are described here below.
Dividends paid by Ferrari are subject to the tax
regime generally applicable to dividends paid by
companies that are resident for tax purposes in the
Republic of Italy. The tax regime may vary as follows.
429
(A)
ITALIAN RESIDENT PERSONS
(i)
Individuals not engaged in business activity
Under Decree No. 600 of September 29, 1973 (“De-
cree 600”), dividends paid to Italian resident individ-
uals who hold the Ferrari common shares neither in
connection with a business activity nor in the context
of the discretionary investment portfolio regime (“ris-
parmio gestito”) as defined in subparagraph (A)(ii) be-
low are subject to 26 percent tax withheld at source
in Italy. In this case, the holders are not required to re-
port the dividends in their income tax returns.
Subject to certain conditions (including mini-
mum holding period requirement) and limitations,
dividends paid by Ferrari may be exempt from any
income taxation (including from the 26 percent tax
withheld at source) if the common shares do not
represent a Qualified Holding and are included in a
long-term savings account (piano di risparmio a lun-
go termine) that meets all the requirements set forth
under Italian tax law.
(ii)
Individuals not engaged in business activity and
holding the Ferrari common shares under the
“risparmio gestito” regime
Dividends paid to Italian resident individuals who
do not hold the Ferrari common shares in connec-
tion with a business activity are not subject to any
tax withheld at source in Italy if (a) the holder has
entrusted the management of the shares to an au-
thorized intermediary under a discretionary asset
management contract, and (b) the holder has elect-
ed for the discretionary investment portfolio regime
(“risparmio gestito”) under Article 7 of Legislative De-
cree No. 461 of November 21, 1997 (“Decree 461”).
In this case, the dividends are included in the annual
accrued management result (risultato maturato an-
nuo di gestione), which is subjected to a 26 percent
substitute tax.
(iii)
Sole Proprietors
Dividends paid to Italian resident individuals who
hold the Ferrari common shares in connection with
a business activity (“Sole Proprietors”) are not sub-
ject to any tax withheld at source in Italy, provided
that, in this case, the holders declare at the time of
receipt that the profits collected are from holdings
connected with their business activity. In this case,
dividends must be reported in the income tax re-
turn, but only 58.14 percent of such dividends are
included in the holder’s overall business income tax-
able in Italy.
FERRARI N.V. 2023 ANNUAL REPORT AND FORM 20-FFINANCIAL STATEMENTS
(iv)
Partnerships (Italian “società in nome collettivo”,
“società in accomandita semplice”, “società
semplici” and similar Italian partnerships as
referred to in Article 5 CITA), as well as companies
and other business entities referred to in Article
73(1)(a)-(b) CITA
No Italian tax is withheld at source on dividends paid
to Italian business partnerships (such as Italian “so-
cietà in nome collettivo”, “società in accomandita
semplice” and similar partnerships as referred to in
Article 5 CITA). Only 58.14 percent of such dividends
are included in the overall business income to be
reported by the partnership if the partnership is a
business partnership. If the partnership is instead
a non-business partnership (“società semplice” and
similar partnerships as referred to in Article 5 CITA),
based on Article 32-quater of Law Decree No. 124
of October 26, 2019, as subsequently amended and
supplemented, dividends are deemed to be received
on a tax transparency basis by the partners and are
subject to tax under the tax regime applicable to the
relevant partner (i.e., as if they were directly paid to
each partner).
No Italian tax is withheld at source on dividends
paid to Italian resident companies and other Italian
resident business entities as referred to in Article
73(1)(a)-(b) CITA, including, among others, corpora-
tions (“società per azioni”), partnerships limited by
shares (“società in accomandita per azioni”), limited
liability companies (“società a responsabilità limita-
ta”) and public and private entities whose sole or
primary purpose is to carry out business activities.
Only 5 percent of the dividends are included in the
overall business income subject to IRES, unless the
common shares in Ferrari are financial assets held
for trading by holders that apply IAS / IFRS inter-
national accounting standards under Regulation
No. 1606/2002 of the European Parliament and
Council of July 19, 2002. In this latter case, the full
amount of the dividends is included in the holder’s
overall business income subject to IRES. IRES is cur-
rently levied at 24 percent, but a higher rate may
apply for companies operating in specific sectors
(chief among them is the 27.5 percent IRES rate for
banks and other regulated financial intermediaries)
or meeting certain conditions.
For some types of companies and under certain
conditions, dividends are also partially included in
the net value of production, which is subject to the
regional tax on productive activities (“IRAP”).
(v)
Non-business entities referred
to in Article 73(1)(c) CITA
No Italian tax is withheld at source on dividends paid
to Italian resident non-business entities referred
to in Article 73(1)(c) CITA (including Italian resident
trusts that do not carry out a business activity), ex-
cept for Italian undertakings for collective invest-
ment (“OICR”). The dividends are fully included in the
holder’s overall income subject to IRES (only 77.74
percent of the dividend would instead be included
in the holder’s overall income if it were paid out of
profits formed until the fiscal year that was current
on December 31, 2016). For social security entities
pursuant to Legislative Decree No. 509 of June 30,
1994 and Legislative Decree No. 103 of February 10,
1996, subject to certain conditions (including min-
imum holding period requirement) and limitations,
dividends and other income from the common
shares that do not represent a Qualified Holding
may be excluded from the taxable base if the social
security entity earmarks the common shares as el-
igible investment under Article 1(89) of Finance Act
2017 (as subsequently amended) to the extent, how-
ever, that investment in the common shares (and
other qualifying shares or units in undertakings for
collective investment investing mainly in qualifying
shares) represent no more than 10 percent of the
gross asset value of the social security entity of the
previous year.
As of the fiscal year current on January 1, 2021,
according to Article 1(44 - 46) of Finance Act 2021,
50 percent of the dividends paid to non-business
entities referred to in Article 73(1)(c) CITA will be ex-
cluded from their IRES taxable base provided that
they: (i) exclusively or mainly carry out any of the
qualifying non-profit activities listed in Article 1(45)
of Finance Act 2021 and (ii) earmark the related tax
savings to a non-distributable reserve and use these
resources to finance these non-profit activities.
(vi)
Persons exempt from IRES and persons
outside the scope of IRES
Dividends paid to Italian resident persons that are
exempt from IRES are generally subject to 26 per-
cent tax withheld at source.
No Italian tax is instead withheld at source on div-
idends paid to persons that are outside the scope of
IRES (“esclusi”) under Article 74(1) CITA.
(vii)
Pension funds and OICR
(other than Real Estate AIF)
No Italian tax is withheld at source on dividends paid
to (a) Italian pension funds governed by Legislative
Decree No. 252 of December 5, 2005 (“Decree 252”)
and (b) Italian OICR, other than real estate investment
funds and Italian real estate SICAFs (real estate alter-
native investment funds, “Real Estate AIF”).
Dividends received by Italian pension funds are
taken into account to compute the pension fund’s
net annual accrued yield, which is subject to a 20
percent flat tax (imposta sostitutiva). Subject to cer-
tain conditions (including minimum holding period
requirement) and limitations, dividends and other
income from the common shares may be excluded
from the taxable base of the 20 percent flat tax if the
430
FINANCIAL STATEMENTSFERRARI N.V. 2023 ANNUAL REPORT AND FORM 20-F
pension fund earmarks the common shares as eli-
gible investment under Article 1(89)-(92) of Finance
Act 2017 (as subsequently amended) to the extent,
however, that investment in the common shares
(and other qualifying shares or units in undertakings
for collective investment investing mainly in qualify-
ing shares) represent no more than 10 percent of
the gross asset value of the pension fund of the pre-
vious year.
Dividends received by OICR that are set up in,
and organized under the laws of, Italy and that are
subject to regulatory supervision (other than Real
Estate AIF) are not subject to taxation at the level of
the OICR.
(viii)
Real Estate AIF
No Italian tax is withheld at source on dividends paid
to Italian Real Estate AIF. Moreover, dividends are
not subject to either IRES or IRAP at the level of the
Real Estate AIF. However, income realized by Italian
Real Estate AIF is attributed pro rata to Italian resi-
dent unitholders / shareholders, irrespective of any
actual distribution, on a tax transparency basis if the
Italian resident unitholders / shareholders are not
institutional investors and hold units / shares in the
Real Estate AIF representing more than 5 percent of
the Real Estate AIF’s net asset value.
(B)
NON-ITALIAN RESIDENT PERSONS
(i)
Non-resident persons holding the commonshares in
Ferrari through a permanent establishment in Italy
No Italian tax is withheld at source on dividends paid
to non-resident persons that hold the common shares
in Ferrari through a permanent establishment in Ita-
ly to which the common shares in Ferrari are effec-
tively connected. Only 5 percent of the dividends are
included in the overall income subject to IRES, unless
the common shares in Ferrari are financial assets
held for trading by holders that apply IAS / IFRS in-
ternational accounting standards under Regulation
No. 1606/2002 of the European Parliament and the
Council of July 19, 2002. In this latter case, the full
amount of the dividends is included in the overall busi-
ness income subject to IRES. IRES is currently levied at
24 percent, but a higher rate may apply for companies
operating in specific sectors (chief among them is the
27.5 percent IRES rate for banks and other regulated fi-
nancial intermediaries) or meeting certain conditions.
If the common shares are held by a non-resident Sole
Proprietor through a permanent establishment in Italy
to which the common shares are effectively connect-
ed, only 58.14 percent of the dividends is included in
the overall income subject to personal income tax.
For some types of businesses and under certain
conditions, dividends are also partially included in
the net value of production, which is subject to IRAP.
If dividends are paid with respect to common shares
in Ferrari that are not connected with a permanent
establishment in Italy of a non-resident person,
please see subparagraph (B)(ii) below.
(ii)
Non-resident persons that do not hold the
common shares in Ferrari through a permanent
establishment in Italy
A 26 percent tax withheld at source generally applies
on dividends paid to non-resident persons that do not
have a permanent establishment in Italy to which the
common shares in Ferrari are effectively connected.
Subject to a specific application that must be
submitted to the Italian tax authorities under the
terms and conditions provided by law, non-res-
ident holders are entitled to relief (in the form of a
refund), which cannot be greater than 11/26 (elev-
en twenty-sixths) of the tax levied in Italy, if they can
demonstrate that they have paid final tax abroad on
the same profits. Holders who may be eligible for the
relief should consult with their own independent tax
advisors to determine whether they are eligible for,
and how to obtain, the tax refund.
As an alternative to the relief described above,
persons resident in countries that have a double
tax treaty in force with Italy may request that the tax
withheld at source on dividends be levied at the (re-
duced) rate provided under the applicable tax trea-
ty, provided that the non-resident person promptly
submits proper documentation (including tax resi-
dent certificates released or stamped by the foreign
tax authority).
The domestic withholding tax rate on dividends
is 1.2 percent (and not 26 percent) if the recipients
and beneficial owners of the dividends on Ferrari
common shares are companies or entities that are
(a) resident for tax purposes in an EU Member State
or in an EEA State that is included in the Italian White
List and (b) subject to corporate income tax in such
State. These companies and entities are not entitled
to the 11/26 relief described above.
The domestic withholding tax rate on dividends
is 11 percent (and not 26 percent) if the recipients
and beneficial owners of the dividends on Ferrari
common shares are pension funds that are set up
in an EU Member States or an EEA State included in
the Italian White List. These pension funds are not
entitled to the 11/26 relief described above. More-
over, Article 1(95) of Finance Act 2017 (as amend-
ed by Finance Act 2019) provides for an exemption
from withholding taxation on dividends if a pension
fund set up in an EU Member State or an EEA State
holds shares in an Italian resident corporation (such
as Ferrari) for at least 5 years and only to the extent
of dividends from investments in qualifying shares
(or units in undertakings for collective investment
investing mainly in qualifying shares) that represent
no more than 10 percent of the gross asset value
of the pension fund of the previous year. To benefit
from this exemption, the EU (or “white listed” EEA)
431
FERRARI N.V. 2023 ANNUAL REPORT AND FORM 20-FFINANCIAL STATEMENTS 432
FINANCIAL STATEMENTSFERRARI N.V. 2023 ANNUAL REPORT AND FORM 20-F pension fund that is the beneficial owner of the div-
idends must submit an affidavit to the withholding
agent whereby it declares that it meets the condi-
tions for the exemption and that it undertakes to
hold the shares for the required holding period.
Other documentary obligations apply to such EU
(or “white listed” EEA) pension funds to benefit from
this exemption.
Pursuant to Article 1(631) of Finance Act 2021, no
Italian tax is withheld at source on dividends paid to (i)
foreign undertakings for collective investment that
comply with Directive 2009/65/EC, or (ii) foreign un-
dertakings for collective investment that do not fall
within the scope of Directive 2009/65/EC but whose
asset manager is subject to regulatory supervision
according to Directive 2011/61/EU, provided that in
both case (i) and (ii) the foreign undertaking for col-
lective investment is organized under the laws of an
EU Member State or an EEA State that is included in
the White List.
Under Article 27-bis of Decree 600, which imple-
mented in Italy the Directive 435/90/EEC of July 23,
1990, then recast in EU Directive 2011/96 of Novem-
ber 30, 2011 (the “Parent Subsidiary Directive”), a
company is entitled to a full refund of the tax with-
held at source on the dividends if it (a) has one of
the legal forms provided for in the appendix to the
Parent Subsidiary Directive, (b) is resident for tax
purposes in an EU Member State without being con-
sidered to be resident outside the EU according to
a double tax treaty signed with a non-EU country,
(c) is subject in the country of residence to one of the
taxes indicated in the appendix to the Parent Subsid-
iary Directive with no possibility of benefiting from
optional or exemption regimes that have no terri-
torial or time limitations, and (d) directly holds com-
mon shares in Ferrari that represent an interest in
the issued and outstanding capital of Ferrari of no
less than 10 percent for an uninterrupted period of
at least one year. If these conditions are met, and as
an alternative to submitting a refund request after
the dividend distribution, the non-resident compa-
ny may request that no tax be levied at the time the
dividends are paid, provided that (x) the 1-year hold-
ing period under condition (d) above has already run
and (y) the non-resident company promptly submits
proper documentation. The withholding exemption
under Article 27-bis of Decree 600 may be denied by
the Italian tax authorities in abusive situations pur-
suant to the Italian statutory general anti-abuse rule
(Article 10-bis of Law No. 212 of July 27, 2000).
Under the Agreement between the European
Community and the Swiss Confederation providing
for measures equivalent to those laid down in Coun-
cil Directive 2003/48/EC on taxation of savings in-
come in the form of interest payments, the withhold-
ing tax refund / exemption regime described above
also applies to dividends paid to a company that (a)
is resident for tax purposes in Switzerland without
being considered to be resident outside Switzerland
according to a double tax treaty signed with a non-
EU country, (b) is a limited company, (c) is subject to
Swiss corporate tax without being exempted or ben-
efiting from preferential tax regimes, and (d) direct-
ly holds common shares in Ferrari that represent an
interest in Ferrari’s issued and outstanding capital of
no less than 25 percent for an uninterrupted period
of at least two years.
Dividends distributed to international entities or
bodies that benefit from exemption from taxation
in Italy pursuant to international rules or treaties
entered into force in Italy will not be subject to with-
holding tax.
(iii)
U.S. holders (without permanent establishment in
Italy) of Ferrari common shares and, if applicable,
Ferrari special voting shares
If Ferrari is considered to be a tax resident of both
Italy and the Netherlands, in accordance with the
domestic tax residency provisions applied by each
of these jurisdictions, while the double tax treaty be-
tween Italy and the Netherlands attributes the tax
residency exclusively to Italy, Ferrari will be required
to apply Italian dividend withholding tax on dividends
distributed to U.S. holders of Ferrari common shares
and, if applicable, Ferrari special voting shares. How-
ever, certain U.S. holders of Ferrari common shares
and, if applicable, Ferrari special voting shares may
qualify for full or partial relief from the Italian divi-
dend withholding tax under the Convention between
the Government of the United States of America and
the Government of the Italian Republic for the avoid-
ance of double taxation with respect to taxes on in-
come and the prevention of fraud or fiscal evasion
signed in Washington, D.C. on August 25, 1999 (the
“Italy-U.S. Treaty”). On the basis of Article 10 of the
Italy-U.S. Treaty, qualifying U.S. individuals are en-
titled to a reduced Italian dividend withholding tax
rate (i.e., 15 percent) and qualifying U.S. companies
are entitled, under certain conditions, to a reduced
Italian dividend withholding tax rate (either 5 percent
or 15 percent depending on the circumstances). On
the basis of Article 10(8) of the Italy-U.S. Treaty, qual-
ified U.S. governmental entities are entitled, under
certain conditions, to a full exemption from Italian
dividend withholding tax.
TAXATION OF DISTRIBUTIONS OF EQUITY
RESERVES
The tax regime summarized in this subsection “Tax-
ation of distributions of Equity Reserves” applies
only to classes of holders of Ferrari common shares
and, if applicable, Ferrari special voting shares that
are described here below.
The information provided in this subsection sum-
marizes the Italian tax regime applicable to the distri-
butions by Ferrari - other than in case of reduction
of excess capital, withdrawal, exclusion, redemption
or liquidation - of equity reserves as referred to un-
der Article 47(5) CITA, such as, for instance, reserves
or other funds formed with share premiums, equal-
433
FERRARI N.V. 2023 ANNUAL REPORT AND FORM 20-FFINANCIAL STATEMENTS izing interests (interessi di conguaglio) paid in by the
subscribers, equity (other than share capital) contri-
butions (versamenti a fondo perduto) or share capi-
tal account payments (versamenti in conto capitale)
made by shareholders and tax-exempt revaluation
reserves (the “Equity Reserves”).
(A)
ITALIAN RESIDENT PERSONS
(i)
Individuals not engaged in business activity
Regardless of what holders have resolved upon in
the shareholders’ meeting, the amounts received
as distribution out of Equity Reserves of Ferrari by
Italian resident individuals who do not hold the Fer-
rari common shares in connection with a business
activity are deemed to be, and treated as, profits for
the recipients to the extent that Ferrari has current
year profits or retained profits (except for any por-
tion thereof earmarked to a tax-deferred reserve
or non-distributable reserves). Amounts treated
as profits are subject to the same tax regime de-
scribed above for dividends. Amounts received
as distributions out of Equity Reserves, net of any
amount already treated as profits as per the above,
reduce the holder’s tax basis in Ferrari common
shares correspondingly. Distributions out of Eq-
uity Reserves that are in excess of the holders’ tax
basis in the Ferrari common shares are treated as
dividends for tax purposes. Special rules may apply
if the individual holders have elected with regard to
the common shares in Ferrari into the discretionary
investment portfolio regime (regime del risparmio
gestito) described in subparagraph (A)(i) of the sub-
section “Taxation of Capital Gains” below.
(ii)
Sole Proprietors, business partnerships (Italian
“società in nome collettivo,” “società in accomandita
semplice” and similar Italian partnerships as
referred to in Article 5 CITA), as well as companies
and other business entities referred to in Article
73(1)(a)-(b) CITA
Regardless of what holders have resolved upon in
the shareholders’ meeting, the amounts received as
distribution out of Equity Reserves of Ferrari by Ital-
ian Sole Proprietors, Italian business partnerships
(Italian “società in nome collettivo,” “società in acco-
mandita semplice” and similar Italian partnerships as
referred to in Article 5 CITA), and Italian resident com-
panies and other business entities referred to in Arti-
cle 73(1)(a)-(b) CITA are deemed to be, and are treated
as, profits for the recipients to the extent that Ferrari
has current year profits or retained profits (except
for any portion thereof earmarked to a tax-deferred
reserve or non-distributable reserves). Amounts
treated as profits should be subject to the same tax
regime described above for dividends. Amounts re-
ceived as distributions out of Equity Reserves, net
of any amount already treated as profits as per the
above, reduce the holder’s tax basis in the Ferrari
common shares correspondingly. Distributions out
of Equity Reserves that are in excess of the holders’
tax basis in the common shares in Ferrari are treated
as capital gains for tax purposes and should be sub-
ject to the same regime described in the subsection
“Taxation of Capital Gains” below.
(iii)
Non-business entities referred to in Article 73(1)(c)
CITA and non-business partnerships referred to in
Article 5 CITA
Amounts received by Italian resident non-business
entities referred to in Article 73(1)(c) CITA as distri-
butions out of Equity Reserves, net of any amount al-
ready treated as profits as per the rules described
in subparagraph (A)(i) above that apply here as well,
reduce the holder’s tax basis in the Ferrari common
shares correspondingly. Distributions out of Equity
Reserves that are in excess of the holders’ tax basis
in the common shares in Ferrari not held in connec-
tion with a business activity are treated as dividends
for tax purposes. For a short description of a favor-
able regime available to certain social security enti-
ties, see subparagraph (A)(v) of the subsection “Tax-
ation of Dividends” above.
In case of amounts received by Italian non-busi-
ness partnerships referred to in Article 5 CITA, the
tax regime depends on the specific circumstanc-
es of the case. Shareholders and any potential pro-
spective investors that are Italian non-business part-
nerships should consult their own tax advisors in
this respect.
(iv)
Persons exempt from IRES
Amounts received by Italian resident persons ex-
empt from IRES as distributions out of Equity Re-
serves, net of any amount already treated as profits
as per the rules described in subparagraph (A)(i)
above that apply here as well, reduce the holder’s tax
basis in the Ferrari common shares corresponding-
ly. Distributions out of Equity Reserves that are in ex-
cess of the holders’ tax basis in the common shares
in Ferrari not held in connection with a business ac-
tivity are treated as dividends for tax purposes.
(v)
Pension funds and OICR
(other than Real Estate AIF)
Amounts received by Italian pension funds gov-
erned by Article 17 of Decree 252 as distributions
out of Equity Reserves should be taken into account
to compute the pension fund’s net annual accrued
yield, which is subject to a 20 percent flat tax (impos-
ta sostitutiva). The value of the common shares in
Ferrari at the end of the same tax year should also be
included in the net annual accrued yield. For a short
434
FINANCIAL STATEMENTSFERRARI N.V. 2023 ANNUAL REPORT AND FORM 20-F description of a favorable regime available to pen-
sion funds, see subparagraph (A)(vii) of the subsec-
tion “Taxation of Dividends” above.
Conversely, any amounts received by OICR that
are set up in, and organized under the laws of, Italy
and that are subject to regulatory supervision (oth-
er than Real Estate AIF) as distributions out of Equity
Reserves are not subject to taxation at the level of
the OICR.
(vi)
Real Estate AIF
Amounts received by Italian Real Estate AIF as dis-
tributions out of Equity Reserves are not subject to
IRES or IRAP at the level of the Real Estate AIF. How-
ever, income realized by Italian Real Estate AIF is at-
tributed pro rata to the Italian resident unitholders /
shareholders, irrespective of any actual distribution,
on a tax transparency basis if the Italian resident
unitholders / shareholders are not institutional in-
vestors and hold units / shares in the Real Estate AIF
representing more than 5 percent of the Real Estate
AIF’s net asset value.
(B)
NON-ITALIAN RESIDENT PERSONS
(i)
Non-resident persons that do not hold the
common shares in Ferrari through a permanent
establishment in Italy
For non-Italian resident persons (whether indi-
viduals or corporations) without a permanent es-
tablishment in Italy to which the common shares
in Ferrari are effectively connected, the amounts
received as distributions out of Equity Reserves
are subject to the same tax regime as applicable to
Italian resident individuals not engaged in business
activity described in paragraph A(i) of this subsec-
tion “Taxation of distributions of Equity Reserves”.
Therefore, the amounts received as distributions
out of Equity Reserves, net of any amount that has
already been treated as profits as per the rules de-
scribed in subparagraph (A)(i) above, reduce the
holder’s tax basis in the Ferrari common shares
correspondingly. Distributions out of Equity Re-
serves that are in excess of the holders’ tax basis
in the common shares in Ferrari are treated as div-
idends for tax purposes.
(ii)
Non-resident persons holding the common
shares in Ferrari through a permanent
establishment in Italy
For non-Italian resident persons that hold the com-
mon shares in Ferrari through a permanent estab-
lishment in Italy to which the Ferrari common shares
are effectively connected, the amounts received as
distributions out of Equity Reserves are subject to
the same tax regime as applicable to Italian resident
companies and other business entities referred to
in Article 73(1)(a)-(b) CITA as described in subpara-
graph (A)(ii) above. If the Equity Reserves distribu-
tion relates to common shares in Ferrari that are not
connected to a permanent establishment in Italy of
the non-resident recipient, reference must be made
to subparagraph (B)(i) above.
TAXATION OF CAPITAL GAINS
The tax regime summarized in this subsection “Taxa-
tion of Capital Gains” applies only to classes of holders
of Ferrari common shares and, if applicable, Ferrari
special voting shares that are described here below.
(A)
ITALIAN RESIDENT PERSONS
(i)
Italian resident individuals not engaged
in business activity
Capital gains realized by Italian resident individu-
als upon transfer for consideration of the common
shares (as well as of securities or rights whereby
common shares may be acquired), other than capi-
tal gains realized in connection with a business activ-
ity, are subject to a 26 percent substitute tax (“CGT”).
The taxpayer may opt for any of the following three
tax regimes:
• Tax return regime (regime della dichiarazione).
Under this regime, capital gains and capital loss-
es realized during the tax year must be report-
ed in the income tax return. CGT is computed on
capital gains net of capital losses of the same na-
ture and must be paid by the term for paying the
balance of the annual income tax. Capital losses
in excess of capital gains may be carried forward
and offset against capital gains realized in any of
the four following tax years. This regime is the
default regime if the taxpayer does not elect into
any of the two alternative regimes described in
(b) and (c) below.
• Non-discretionary
investment portfolio re-
gime (risparmio amministrato) (optional). Un-
der this regime, CGT is applied separately on
capital gains realized on each transfer of com-
mon shares in Ferrari. This regime is allowed
subject to (x) the Ferrari common shares be-
ing managed or in custody with Italian banks,
broker-dealers (società di intermediazione mo-
biliare) or certain authorized financial inter-
mediaries; and (y) an express election for the
non-discretionary investment portfolio regime
being made in writing in due time by the rele-
vant holder. Under this regime, the financial in-
termediary is responsible for accounting for
and paying (on behalf of the taxpayer) CGT in re-
spect of capital gains realized on each transfer
of the common shares in Ferrari (as well as in
435
FERRARI N.V. 2023 ANNUAL REPORT AND FORM 20-FFINANCIAL STATEMENTS
respect of capital gains realized at revocation of
the intermediary’s mandate), net of any relevant
capital losses. Capital losses may be carried for-
ward and offset against capital gains realized
within the same relationship of deposit in the
same tax year or in the following tax years up to
the fourth. Under this regime, the holder is not
required to report capital gains in the annual in-
come tax return.
• Discretionary investment portfolio regime (ris-
parmio gestito) (optional). This regime is allowed
for holders who have entrusted the manage-
ment of their financial assets, including the Fer-
rari common shares, to an authorized interme-
diary and have elected in writing into this regime.
Under this regime, capital gains accrued on the
Ferrari common shares are included in the com-
putation of the annual increase in value of the
managed assets accrued (even if not realized)
at year end, which is subject to CGT. The manag-
ing authorized intermediary applies the tax on
behalf of the taxpayer. Any decrease in value of
the managed assets accrued at year end may be
carried forward and offset against any increase
in value of the managed assets accrued in any of
the four following tax years. Under this regime,
the holder is not required to report capital gains
in the annual income tax return.
Subject to certain conditions (including minimum
holding period requirement) and limitations, capital
gains on the common shares in Ferrari may be ex-
empt from any income taxation (including from the
26 percent CGT) if the common shares in Ferrari do
not represent a Qualified Holding and are included
in a long-term savings account (piano di risparmio
a lungo termine) that meets all the requirements set
forth under Italian tax law.
Under the Finance Act 2024, for CGT purposes
only, Italian individuals may increase the tax basis of
the shares in Ferrari held on January 1, 2024 up to
their fair market value by paying a 16 percent sub-
stitute tax on such fair market value by June 30, 2024
(either in full or the first of three instalments). For
these purposes, the fair market value is the simple
average trading price of the Ferrari shares in De-
cember 2023.
(ii)
Sole Proprietors and business partnerships (Italian
“società in nome collettivo,” “società in accomandita
semplice” and similar Italian partnerships as
referred to in Article 5 CITA)
Capital gains realized by Italian Sole Proprietors
and Italian business partnerships (Italian “società in
nome collettivo,” “società in accomandita semplice”
and similar Italian partnerships as referred to in Ar-
ticle 5 CITA) upon transfer for consideration of the
common shares in Ferrari must be fully included in
the overall business income and reported in the an-
nual income tax return. Capital losses (or other neg-
ative items of income) derived by this class of hold-
ers upon transfer for consideration of the common
shares in Ferrari would be fully deductible from the
holder’s income.
However, if the conditions under a. and b. of sub-
paragraph (A)(iii) below are met, only 49.72 percent
(58.14 percent in case of Sole Proprietors) of the
capital gain should be included in the overall busi-
ness income (based on a different interpretation, a
58.14 percent inclusion of the capital gains that meet
the abovementioned conditions should apply also
to business partnerships). Capital losses realized on
common shares in Ferrari that meet the conditions
under a. and b. of subparagraph (A)(iii) below are
only partially deductible (similarly to what is provid-
ed for the taxation of capital gains).
For the purpose of determining capital gains and
capital losses, the holder’s tax basis in the Ferrari
common shares is reduced by any write-down that
the holder has deducted in previous tax years.
(iii)
Companies and other business entities referred to
in Article 73(1)(a)-(b) CITA
Capital gains realized by Italian resident companies
and other business entities as referred to in Article
73(1)(a)-(b) CITA (including partnerships limited by
shares and public and private entities whose sole
or primary purpose is carrying out business activi-
ty) upon transfer for consideration of the common
shares in Ferrari must be fully included in the over-
all taxable business income subject to IRES in the tax
year in which the capital gains are realized or, upon
election, may be spread in equal installments over
a maximum of five tax years (including the tax year
when the capital gain is realized). The election for the
installment computation is only available if the com-
mon shares in Ferrari have been held for no less
than three years and booked as non-current finan-
cial assets (immobilizzazioni finanziarie) in the last
three financial statements.
However, under Article 87 CITA (participation
exemption), capital gains realized upon transfer of
common shares in Ferrari are 95 percent exempt if
both the following requirements are met:
• The common shares in Ferrari have been unin-
terruptedly held as of the first day of the twelfth
month prior to the transfer, treating the Ferra-
ri common shares acquired on the most recent
date as being transferred first (on a “last in first
out” basis); and
• The common shares in Ferrari have been booked
as non-current financial assets in the first finan-
cial statements closed during the holding period.
In case of holders that draft their financial state-
ments according to IAS / IFRS international ac-
counting standards, the common shares in Fer-
rari are deemed as non-current financial assets
if they are not accounted as financial assets held
for trading.
436
FINANCIAL STATEMENTSFERRARI N.V. 2023 ANNUAL REPORT AND FORM 20-F 437
FERRARI N.V. 2023 ANNUAL REPORT AND FORM 20-FFINANCIAL STATEMENTS The Italian law lays down certain additional condi-
tions for the exemption to be available. Based on
the assumption that Ferrari is a holding company,
that its shares are listed on a regulated market,
and that pursuant to Article 87(5) CITA its assets
are predominantly composed of shareholdings in
companies which satisfy the additional conditions
set forth by Article 87 CITA in order to enjoy the
participation exemption regime (i.e., the compa-
nies are not resident in a State with a preferential
tax system pursuant to Article 47-bis CITA and car-
ry on a business activity), these additional condi-
tions should be met.
The transfer of shares booked as fixed finan-
cial assets and shares booked as inventory must be
considered separately with reference to each class.
If the requirements for the participation exemption
are met, any capital loss realized on the common
shares in Ferrari cannot be deducted.
For the purpose of determining capital gains and
capital losses, the holder’s tax basis in the Ferrari
common shares is reduced by any write-down that
the holder has deducted in previous tax years.
Capital losses (as well as negative differences
between revenues and costs) relating to shares that
do not meet the participation exemption require-
ments are not relevant (and cannot be deducted) to
the extent of the non-taxable amount of dividends
(or advance dividend) received by the holder in the
36 (thirty-six) months prior to the transfer (dividend
washing rule). This anti-avoidance rule applies to
shares acquired in the 36-month period preceding
the realization of the capital loss (or the negative dif-
ference), provided that requirements under Article
87(1)(c)-(d) CITA (i.e., the company is not resident in a
State with a preferential tax system pursuant to Arti-
cle 47-bis CITA and carries on a business activity) are
met. The anti-avoidance rule does not apply to hold-
ers that draft their financial statements according to
IAS / IFRS international accounting standards under
Regulation (EC) No. 1606/2002 of the European Par-
liament and the Council of July 19, 2002. When the
amount of the aforesaid capital losses (and negative
differences) deriving from a transaction (or a series
of transactions) on shares traded on regulated mar-
kets is greater than €50,000.00, the taxpayer must,
under certain circumstances report the data and
the information regarding the transaction to the Ital-
ian tax authorities.
Moreover, in case of capital losses greater than
€5,000,000.00 deriving from the transfer (or a se-
ries of transfers) of shares booked as non-current
financial assets, the holder must report the data and
the information to the Italian tax authorities. Holders
that draft their financial statements according to IAS
/ IFRS international accounting standards are under
no such obligation.
For some types of companies and under certain
conditions, capital gains on common shares in Fer-
rari are also included in the net value of production
that is subject to IRAP.
(iv)
Non-business entities referred to in Article 73(1)
(c) CITA and non-business partnerships (società
semplici) referred to in Article 5 CITA
Capital gains realized, outside the scope of a business
activity, by Italian resident non-business entities re-
ferred to in Article 73(1)(c) CITA (other than OICR) and
Italian non-business partnerships as referred to in
Article 5 CITA are subject to tax under the same rules
as provided for capital gains realized by Italian resi-
dent individuals who do not hold the Ferrari common
shares in connection with a business activity. For a
short description of a favorable regime available to
certain social security entities (see subparagraph (A)
(v) of the subsection “Taxation of Dividends” above).
Italian resident non-business entities referred
to in Article 73(1)(c) CITA (holding the Ferrari shares
outside the scope of a business activity) and Italian
non-business partnerships as referred to in Article
5 CITA may also elect for the temporary tax basis
step-up regime enacted by the Finance Act 2024 in
relation to Ferrari shares held on January 1, 2024
(see subparagraph (A)(i) of this subsection “Taxation
of Capital Gains” above).
(v)
Pension funds and OICR
(other than Real Estate AIF)
Capital gains on common shares in Ferrari held by
Italian pension funds governed by Decree 252 must
be taken into account to compute the pension fund’s
net annual accrued yield, which is subject to a 20
percent flat tax (imposta sostitutiva). For a short de-
scription of a favorable regime available to pension
funds, see subparagraph (A)(vii) of the subsection
“Taxation of Dividends” above.
Capital gains on common shares in Ferrari held
by OICRs that are set up in, and organized under the
laws of, Italy and that are subject to regulatory su-
pervision (other than Real Estate AIF) are not subject
to tax at the level of the OICR.
(vi)
Real Estate AIF
Capital gains on common shares in Ferrari held by
Italian Real Estate AIF are not subject to IRES or IRAP
at the level of the Real Estate AIF.
(B)
NON-ITALIAN RESIDENT PERSONS
(i)
Non-resident persons holding the common
shares in Ferrari through a permanent
establishment in Italy
If non-Italian resident persons hold the common
shares in Ferrari through a permanent establish-
ment in Italy to which the common shares in Ferra-
438
FINANCIAL STATEMENTSFERRARI N.V. 2023 ANNUAL REPORT AND FORM 20-F ri are effectively connected, capital gains realized
upon disposal of the common shares in Ferrari
must be included in the permanent establishment’s
income taxable in Italy according to the tax regime
as provided for the capital gains realized by Italian
resident companies and other business entities as
referred to in Article 73(1)(a)-(b) CITA, which is sum-
marized under subparagraph (A)(iii) above. If the
common shares in Ferrari are not connected to a
permanent establishment in Italy of the non-resident
person, reference must be made to subparagraph
(B)(ii) below.
If the common shares are held by a non-resident
Sole Proprietor through a permanent establishment
in Italy to which the common shares are effective-
ly connected, capital gains realized upon disposal
of the common shares must be included in the per-
manent establishment’s income taxable in Italy ac-
cording to the tax regime as provided for the capital
gains realized by Italian Sole Proprietors, which is
summarized under subparagraph (A)(ii) above.
(ii)
Non-resident persons that do not hold the
common shares in Ferrari through a permanent
establishment in Italy
NON-QUALIFIED HOLDINGS. Based on the fact that
Ferrari common shares are listed on a regulated
market, no tax applies in Italy on capital gains realized
by non-Italian resident holders without a permanent
establishment in Italy upon transfer for consider-
ation of common shares in Ferrari that do not qualify
as Transfers of Qualified Holdings, even if the Ferrari
common shares are held in Italy and regardless of
the provisions set forth in any applicable double tax
treaty. In such case, in order to benefit from this ex-
emption, non-Italian resident holders who hold the
Ferrari common shares with an Italian authorized
financial intermediary and either are subject to the
nondiscretionary investment portfolio regime or
have elected for the discretionary investment port-
folio regime may be required to timely submit to the
Italian authorized financial intermediary an affidavit
whereby they state that they are not resident in Italy
for tax purposes.
QUALIFIED HOLDINGS. Capital gains realized by
non-Italian resident holders without a permanent es-
tablishment in Italy upon Transfers of Qualified Hold-
ings are subject to tax under the rules as provided
for capital gains realized by Italian resident individ-
uals who do not hold the Ferrari common shares in
connection with a business activity. However,
(a) under Article 1(633) of Finance Act 2021, no tax
applies in Italy on capital gains realized by (i)
foreign undertakings for collective investment
that comply with Directive 2009/65/EC, or (ii)
foreign undertakings for collective investment
that do not fall within the scope of Directive
2009/65/EC but whose asset manager is sub-
ject to regulatory supervision according to Di-
rective 2011/61/EU, provided that in both case
(i) and (ii) the foreign undertaking for collective
investment is organized under the laws of an EU
Member State or an EEA State that is included in
the White List. In any case, the provisions of dou-
ble tax treaties entered into by Italy may apply if
more favorable;
(b) under Article 1 (59) of Finance Act 2024, capital
gains realized on the common shares in Fer-
rari by companies or entities that are resident
for tax purposes in an EU Member State or in an
EEA State that is included in the Italian White List
are 95 percent exempt provided that the con-
ditions under a. and b. of subparagraph (A)(iii)
above are met.
Non-resident persons that do not hold the common
shares in Ferrari through a permanent establishment
in Italy and that may be exposed to Italian source tax-
ation on capital gains may also consider electing for
the temporary tax basis step-up regime enacted by
the Finance Act 2024 in relation to Ferrari shares held
on January 1, 2024 (see subparagraph (A)(i) of this
subsection “Taxation of Capital Gains” above).
SPECIAL VOTING SHARES
No statutory, judicial or administrative authority
directly discusses how the receipt, ownership or
disposal of special voting shares should be treat-
ed for Italian income tax purposes and as a result,
the Italian tax consequences are uncertain. Ac-
cordingly, we urge Ferrari shareholders to consult
their tax advisors as to the tax consequences of
the receipt, ownership and disposal of special vot-
ing shares.
Receipt of special voting shares
A shareholder that receives special voting shares
issued by Ferrari should in principle not recognize
any taxable income upon the receipt of special vot-
ing shares. Under a possible interpretation, the is-
sue of special voting shares can be treated as the
issue of bonus shares free of charge to the share-
holders out of existing available reserves of Ferra-
ri. Such issue should not have any material effect
on the allocation of the tax basis of a shareholder
between its Ferrari common shares and its Ferra-
ri special voting shares. Because the special vot-
ing shares are not transferable and their limited
economic rights can be enjoyed only at the time of
the liquidation of Ferrari, we believe and intend to
take the position that the fair market value of each
special voting share is minimal. However, because
the determination of the fair market value of the
special voting shares is not governed by any guid-
ance that directly addresses such a situation and
is unclear, the Italian tax authorities could assert
that the value of the special voting shares as deter-
mined by us is incorrect.
439
FERRARI N.V. 2023 ANNUAL REPORT AND FORM 20-FFINANCIAL STATEMENTS Ownership of special voting shares
High-frequency trading
Shareholders of special voting shares should not
have to recognize income in respect of any amount
transferred to the special voting shares dividend re-
serve, but not paid out as dividends, in respect of the
special voting shares.
Disposition of special voting shares
The tax treatment of a Ferrari shareholder that has
its special voting shares redeemed for no consid-
eration after removing its shares from the Loyalty
Register is unclear. It is possible that a shareholder
should recognize a loss to the extent of the share-
holder’s tax basis (if any). The deductibility of such
loss depends on individual circumstances and con-
ditions generally required by Italian law. It is also pos-
sible that a Ferrari shareholder would not be allowed
to recognize a loss upon the redemption of its spe-
cial voting shares and instead should increase its ba-
sis in its Ferrari common shares by an amount equal
to the tax basis (if any) in its special voting shares.
TRANSFER TAX
Contracts or other legal instruments relating to the
transfer of securities (including the transfer of the
Ferrari common shares) are subject to registration
tax as follows: (i) notary deeds (atti pubblici) and pri-
vate deeds with notarized signatures (scritture pri-
vate authenticate) executed in Italy must mandato-
rily be registered with the Italian tax authorities and
are subject to €200.00 registration tax; and (ii) pri-
vate deeds (scritture private) are subject to €200.00
registration tax only if they are voluntary filed for
registration with the Italian tax authorities or if the
so-called “caso d’uso” or “enunciazione” occurs.
FINANCIAL TRANSACTION TAX
Transfer of Ownership of the Shares
Article 1(491-500) of Law No. 228 of December 24,
2012 introduced a financial transaction tax (“FTT”)
applicable, among others, to the transfers of the
ownership of (i) shares issued by Italian resident
corporations, (ii) participating financial instruments
(as defined under Article 2346(6) of the Italian Civ-
il Code) issued by Italian resident corporations, and
(iii) securities representing equity investments in
Italian resident corporations such as American De-
positary Receipts and Global Depositary Receipts,
regardless of the place of residence of the issuer of
such securities and of the place where the contract
has been concluded.
The residence of the issuer for the purposes of
FTT is the place where the issuer has its registered
office (intended as its corporate seat).
Since the corporate seat of Ferrari is not in Italy,
transfers of ownership of the shares in Ferrari will
not be subject to FTT.
Transactions carried out on the Italian financial mar-
kets and concerning the Ferrari shares may in lim-
ited circumstances be subject to a tax on high-fre-
investors
quency trading. Potential prospective
engaged in high-frequency trading should there-
fore consult their own tax advisors regarding the
Italian tax consequences of high-frequency trading
on the Ferrari shares.
TRANSFER OF THE FERRARI SHARES
UPON DEATH OR BY GIFT
Subject to certain exceptions, Italian inheritance
and gift tax is generally payable on transfers of as-
sets and rights (including the common shares and
the special voting shares in Ferrari) (i) by reason of
death or gift by Italian resident persons (or other
transfers for no consideration and the creation of
liens on such assets for a specific purpose), even
if the transferred assets are held outside Italy, and
(ii) by reason of death or gift by non-Italian resident
persons, but limited to transferred assets held in It-
aly. Shares in corporations that are resident in Italy
for tax purposes (because they have their corporate
address or their place of effective management or
their main business purpose in Italy for the greater
part of the tax year) are deemed to be held in Italy.
Subject to certain exceptions, transfers of as-
sets and rights (including the common shares and
the special voting shares in Ferrari) on death or by
gift are generally subject to inheritance and gift tax
as follows:
• At a rate of 4 percent in case of transfers made
to the spouse or relatives in direct line, on the
portion of the global net value of the transferred
assets, if any, exceeding, for each beneficiary,
€1,000,000.00.
• At a rate of 6 percent in case of transfers made
to relatives up to the fourth degree or rela-
tives-in-law up to the third degree on the entire
value of the transferred assets (in the case of
transfers to brothers or sisters, the six percent
rate is applicable only on the portion of the glob-
al net value of the transferred assets, if any, ex-
ceeding, for each beneficiary, €100,000.00).
• At a rate of 8 percent in any other case.
If the transfer is made in favor of persons with se-
vere disabilities, the tax applies on the value exceed-
ing €1,500,000.00 at the rates illustrated above, de-
pending on the type of relationship existing between
the deceased or donor and the beneficiary.
Assets and rights (i) segregated in a trust, or (ii)
allocated to special funds by entering into a fiducia-
ry contract, or (iii) encumbered by special purpose
liens under Article 2645-ter of the Italian Civil Code, in
favor of persons with severe disabilities are exempt
from the Italian inheritance and gift tax, provided
that all the conditions set out in Article 6 of Law No.
440
FINANCIAL STATEMENTSFERRARI N.V. 2023 ANNUAL REPORT AND FORM 20-F 112 of June 22, 2016 are met. The exemption from
Italian inheritance and gift tax also applies to the
re-transfer of assets and rights if the death of the
beneficiary occurs before the death of the settlor.
No inheritance tax applies if the common shares
in Ferrari are included in a long-term savings ac-
count (piano di risparmio a lungo termine) that meets
all the requirements set forth by the Italian tax law.
STAMP DUTY
Under Article 13(2bis-2ter) of Decree No. 642 of Oc-
tober 26, 1972, a 0.20 percent stamp duty generally
applies on communications and reports that Italian
financial intermediaries periodically send to their cli-
ents in relation to the financial products that are de-
posited with such intermediaries. Shares are includ-
ed in the definition of financial products for these
purposes. Communications and reports are deemed
to be sent at least once a year even if the Italian fi-
nancial intermediary is under no obligation to either
draft or send such communications and reports.
The stamp duty cannot exceed €14,000.00 per
year for investors other than individuals.
Based on the wording of the law and the imple-
menting decree issued by the Italian Ministry of Fi-
nance on May 24, 2012, the 0.20 percent stamp duty
does not apply to communications and reports that
the Italian financial intermediaries send to investors
who do not qualify as “clients” according to the reg-
ulations issued by the Bank of Italy. Communications
and reports sent to this type of investors are subject
to the ordinary €2.00 stamp duty for each copy. The
taxable base of the stamp duty is the market value or -
in the lack thereof - the nominal value or the redemp-
tion amount of any financial product.
WEALTH TAX ON FINANCIAL PRODUCTS HELD
ABROAD
Under Article 19 of Decree No. 201 of Decem-
ber 6, 2011, individuals, non-business entities and
non-business partnerships resident for tax pur-
poses in Italy, which hold certain financial products
outside of Italian territory (including shares) are re-
quired to pay a wealth tax at the rate of 0.20 percent
(the rate is 0.40 percent if the financial products
are held in one of the States or territories includ-
ed in the Italian Ministerial Decree May 4, 1999). The
wealth tax applies on the market value at the end
of the relevant year or - in the lack thereof - on the
nominal value or the redemption value of such fi-
nancial products held outside of Italian territory.
The wealth tax cannot exceed €14,000 per year for
investors other than individuals.
Taxpayers may deduct from the Italian wealth
tax a tax credit equal to any wealth tax paid in the
country where the financial products are held (up to
the amount of the Italian wealth tax due).
CERTAIN REPORTING OBLIGATIONS FOR ITALIAN
RESIDENT HOLDERS
Under Law Decree No. 167 of June 28, 1990, individu-
als, non-business entities and non-business partner-
ships that are resident in Italy for tax purposes and,
441
FERRARI N.V. 2023 ANNUAL REPORT AND FORM 20-FFINANCIAL STATEMENTS during the fiscal year, hold financial assets abroad
(including possibly the common shares and the spe-
cial voting shares in Ferrari) must, in certain circum-
stances, disclose these financial assets to the Italian
tax authorities in their income tax return (or if the
income tax return is not due, in a proper form that
must be filed within the same term as prescribed
for the annual income tax return), regardless of the
value of such assets (save for deposits or bank ac-
counts having an aggregate value not exceeding
€15,000.00 throughout the year). The requirement
applies also if the persons above, being not the di-
rect holder of the financial assets, are the benefi-
cial owners thereof for the purposes of anti-money
laundering legislation.
No disclosure requirements exist for financial
assets (including the common shares and the spe-
cial voting shares in Ferrari) under management or
administration entrusted to Italian resident interme-
diaries (Italian banks, broker-dealers (SIM), fiduciary
companies or other professional intermediaries as
indicated under Article 1 of Law Decree No. 167 of
June 28, 1990) and for contracts concluded through
their intervention, provided that the cash flows and
the income derived from such assets and contracts
have been subjected to Italian withholding tax or
substitute tax by such intermediaries.
INDEPENDENT AUDITOR’S REPORT
To: the shareholders and audit committee
of Ferrari N.V.
REPORT ON THE AUDIT OF THE ANNUAL REPORT
FOR THE YEAR ENDED 31 DECEMBER 2023
INCLUDED IN THE ANNUAL REPORT
OUR OPINION
We have audited the financial statements for the
year ended 31 December 2023 of Ferrari N.V., based
in Amsterdam, the Netherlands. The financial state-
ments comprise the consolidated financial state-
ments and the company financial statements.
In our opinion:
• The accompanying consolidated financial state-
ments give a true and fair view of the financial
position of Ferrari N.V. as at 31 December 2023,
and of its result and its cash flows for the year
ended 2023 in accordance with International
Financial Reporting Standards as adopted by
the European Union (EU-IFRS) and with Part 9 of
Book 2 of the Dutch Civil Code.
• The accompanying company financial state-
ments give a true and fair view of the financial
position of Ferrari N.V. as at 31 December 2023,
and of its result for the year ended 2023 in accor-
dance in accordance with International Financial
Reporting Standards as adopted by the Europe-
442
an Union (EU-IFRS) and with Part 9 of Book 2 of
the Dutch Civil Code.
The consolidated financial statements comprise:
1 The consolidated statement of financial position
as at 31 December 2023.
2 The following statements for 2023: the consoli-
dated income statement, statements of compre-
hensive income, the consolidated statements of
cash flows and the consolidated statements of
changes in equity.
3 The notes comprising material accounting policy
information and other explanatory information.
The company financial statements comprise:
1 The company statement of financial position as
at 31 December 2023.
2 The following company statements for 2023: the
company income statement, statements of com-
prehensive income, the company statements
of cash flow and the company statements of
changes in equity.
3 The notes comprising a summary of the ac-
counting policies and other explanatory infor-
mation.
BASIS FOR OUR OPINION
We conducted our audit in accordance with Dutch
law, including the Dutch Standards on Auditing. Our
responsibilities under those standards are further
described in the 'Our responsibilities for the audit of
the financial statements' section of our report.
We are independent of Ferrari N.V. in accordance
with the EU Regulation on specific requirements re-
garding statutory audit of public-interest entities,
the Wet toezicht accountantsorganisaties (Wta, Au-
dit firms supervision act), the Verordening inzake
de onafhankelijkheid van accountants bij assur-
ance-opdrachten (ViO, Code of Ethics for Profession-
al Accountants, a regulation with respect to indepen-
dence) and other relevant independence regulations
in the Netherlands. Furthermore, we have complied
with the Verordening gedrags- en beroepsregels ac-
countants (VGBA, Dutch Code of Ethics).
We believe the audit evidence we have obtained
is sufficient and appropriate to provide a basis for
our opinion.
INFORMATION IN SUPPORT OF OUR OPINION
We designed our audit procedures in the context of
our audit of the financial statements as a whole and
in forming our opinion thereon. The following infor-
mation in support of our opinion was addressed in
this context, and we do not provide a separate opin-
ion or conclusion on these matters.
FINANCIAL STATEMENTSFERRARI N.V. 2023 ANNUAL REPORT AND FORM 20-F MATERIALITY
Based on our professional judgement we deter-
mined the final materiality for the consolidated fi-
nancial statements as a whole at € 80 million, based
upon Profit before Tax. We have also taken into
account misstatements and/or possible misstate-
ments that in our opinion are material for the users
of the financial statements for qualitative reasons.
We agreed with the audit committee that mis-
statements in excess of € 4 million, which are identi-
fied during the audit, would be reported to them, as
well as smaller misstatements that in our view must
be reported on qualitative grounds.
SCOPE OF THE GROUP AUDIT
Ferrari N.V. is at the head of a group of entities. The
financial information of this group is included in the
consolidated financial statements of Ferrari N.V.
Our group audit mainly focused on significant
group entities. Our assessment of entities that are
significant to the group was done as part of our au-
dit planning and was aimed to obtain sufficient cov-
erage of the risks of a material misstatement for the
significant account balances, classes of transac-
tions and disclosures that we have identified. In ad-
dition, we considered qualitative factors as part of
our assessment.
For the selected component audit teams, the
group audit team provided detailed written instruc-
tions, which, in addition to communicating our re-
quirements of component audit teams, also detailed
significant audit areas, including awareness for
risks related to management override of controls
and revenue recognition. Furthermore, we devel-
oped a plan for overseeing component audit teams
based on its relative significance and specific risk
characteristics. Our oversight procedures includ-
ed a combination of live and virtual meetings with
the component auditor, including working paper re-
views. We also reviewed component audit team de-
liverables to gain a sufficient understanding of the
work performed based on our instructions. The na-
ture, timing and extent of our oversight procedures
varied based on both quantitative and qualitative
considerations.
By performing the procedures mentioned
above at group entities, together with additional pro-
cedures at group level, we have been able to obtain
sufficient and appropriate audit evidence about the
group's financial information to provide an opinion
on the consolidated financial statements.
AUDIT APPROACH FRAUD RISKS
We identified and assessed the risks of material
misstatements of the financial statements due to
fraud. During our audit we obtained an understand-
ing of the entity and its environment and the com-
ponents of the system of internal control, including
the risk assessment process and management's
process for responding to the risks of fraud and
monitoring the system of internal control and how
the supervisory board exercises oversight, as well
as the outcomes. We evaluated the design and rel-
evant aspects of the system of internal control and
in particular the fraud risk assessment, as well as
among others the code of conduct, whistle blower
procedures and incident registration. We evaluat-
ed the design and the implementation and, where
considered appropriate, tested the operating ef-
fectiveness, of internal controls designed to miti-
gate fraud risks.
As part of our process of identifying fraud risks,
we evaluated fraud risk factors with respect to fi-
nancial reporting fraud, misappropriation of assets
and bribery and corruption in close co-operation
with our forensic specialists. We evaluated wheth-
er these factors indicate that a risk of material mis-
statement due fraud is present.
In accordance with our standards, we identified
management override of controls as a presumed
fraud risk. Our audit procedures to respond to these
fraud risks include, amongst others, detailed testing
of journal entries and top-side adjustments based
on supporting documentation. We have used da-
ta-analytics to perform a selection of journal entries
based on risk-based characteristics to address the
identified fraud risk.
Additionally, we performed, amongst others the
following procedures:
• We incorporated elements of unpredictability
in our audit. We also considered the outcome
of our other audit procedures and evaluated
whether any findings were indicative of fraud or
non-compliance.
• We considered available information and made
enquiries of relevant personal, including (non)
executive directors,
lower management, ac-
counting personnel, general counsel, director of
internal audit, compliance and corporate affairs
officer and others.
• We tested the appropriateness of journal entries
recorded in the general ledger and other adjust-
ments made in the preparation of the financial
statements.
• We evaluated whether the selection and applica-
tion of accounting policies by the entity, particu-
larly those related to subjective measurements
and complex transactions, may be indicative of
fraudulent financial reporting.
• We evaluated whether the judgments and de-
cisions made by management in making the
accounting estimates included in the financial
statements indicate a possible bias that may
represent a risk of material misstatement due
to fraud. Management insights, estimates and
assumptions that might have a major impact on
the financial statements are disclosed in note 2
use of estimates of the financial statements. We
performed a retrospective review of manage-
ment judgments and assumptions related to sig-
443
FERRARI N.V. 2023 ANNUAL REPORT AND FORM 20-FFINANCIAL STATEMENTS nificant accounting estimates reflected in prior
year financial statements.
• For significant transactions during the year we
evaluated whether the business rationale of the
transactions suggests that they may have been
entered into to engage in fraudulent financial re-
porting or to conceal misappropriation of assets.
• For manual journal entries affecting revenue
recognition, which is a presumed fraud risk in
accordance with our standards, we performed
specific journal entry tests.
• We have involved forensic specialists, who as-
sisted us in the procedures explained above.
Our procedures did not lead to indications for fraud
potentially resulting in material misstatements.
AUDIT APPROACH COMPLIANCE WITH LAWS
AND REGULATIONS
We assessed the laws and regulations relevant to
the entity through discussion with, amongst others,
management, group legal counsel, internal audit and
those charged with governance, reading minutes
and reports of internal audit.
We involved our forensic specialists in this evalua-
tion. Please refer to our audit approach on fraud risks
related for more information about this evaluation.
As a result of our risk assessment procedures,
and while realizing that the effects from non-com-
pliance could considerably vary, we considered the
following laws and regulations: (corporate) tax law,
the requirements under the International Financial
Reporting Standards as adopted by the European
Union (EU-IFRS) and Part 9 of Book 2 of the Dutch
Civil Code with a direct effect on the financial state-
ments as an integrated part of our audit procedures,
to the extent material for the financial statements.
We obtained sufficient appropriate audit evi-
dence regarding provisions of those laws and reg-
ulations generally recognized to have a direct effect
on the financial statements.
Apart from these, Ferrari N.V. is subject to oth-
er laws and regulations where the consequences
of non-compliance could have a material effect on
amounts and/or disclosures in the financial state-
ments, for instance, through imposing fines or liti-
gation. Given the nature of the entity's business and
the complexity of these other laws and regulations,
there is a risk of non-compliance with the require-
ments of such laws and regulations. In addition, we
considered major laws and regulations applicable to
listed companies.
Our procedures are more limited with respect
to these laws and regulations that do not have a di-
rect effect on the determination of the amounts and
disclosures in the financial statements. Compliance
with these laws and regulations may be fundamen-
tal to the operating aspects of the business, to the
entity's ability to continue its business, or to avoid
material penalties (e.g., compliance with the terms of
operating licenses and permits or compliance with
environmental regulations) and therefore non-com-
pliance with such laws and regulations may have a
material effect on the financial statements. Our re-
sponsibility is limited to undertaking specified audit
procedures to help identify non-compliance with
those laws and regulations that may have a material
effect on the financial statements. Our procedures
are limited to (i) inquiry of the board of directors
and others within the entity as to whether the enti-
ty is in compliance with such laws and regulations
and (ii) inspecting correspondence, if any, with the
relevant licensing or regulatory authorities to help
identify non-compliance with those laws and regu-
lations that may have a material effect on the finan-
cial statements.
Naturally, we remained alert to indications of
(suspected) non-compliance throughout the audit.
Finally, we obtained written representations
that all known instances of (suspected) fraud or
non-compliance with laws and regulations have
been disclosed to us.
AUDIT APPROACH GOING CONCERN
Our responsibilities, as well as the responsibilities of
the board of directors, related to going concern un-
der the prevailing standards are outlined in the “De-
scription of responsibilities regarding the financial
statements” section below. In fulfilling our responsi-
bilities, we performed procedures including evalu-
ating management’s assessment of the Company’s
ability to continue as a going concern and consid-
ering the impact of financial, operational, and other
conditions. Based on these procedures, we did not
identify any reportable findings related to the enti-
ty’s ability to continue as a going concern.
OUR KEY AUDIT MATTERS
Key audit matters are those matters that, in our pro-
fessional judgement, were of most significance in
our audit of the financial statements. We have com-
municated the key audit matters to the audit com-
mittee. The key audit matters are not a comprehen-
sive reflection of all matters discussed.
INTANGIBLE FIXED ASSETS – DEVELOPMENT
COSTS
DESCRIPTION
The financial statements as of December 31, 2023,
include Intangible assets – development costs (“De-
velopment costs”) with a net carrying amount of
Euro 1,369.9 million.
Development costs for car production and re-
lated components, engines and systems, are recog-
nized as an asset if the conditions under IAS 38 - In-
tangible Assets are met, including, among others: (i)
development costs can be measured reliably, (ii) the
technical feasibility of the product, estimated vol-
umes and expected pricing all support the view that
444
FINANCIAL STATEMENTSFERRARI N.V. 2023 ANNUAL REPORT AND FORM 20-F the development expenditure will generate future
economic benefits, and (iii) the company has the in-
tention to complete the development and the ability
to use the intangible asset. All other research and de-
velopment costs are expensed as incurred.
We identified Development costs as a critical au-
dit matter because of the significant estimates and
judgements management makes when determining
if a project has met the IAS 38 conditions related to
assessing the technical feasibility of the project, in-
cluding the intention to complete the development
and the ability to use the intangible asset, and the
realization of an expected future economic benefit.
This required a high degree of auditor judgment and
an increased extent of effort when performing audit
procedures to evaluate the reasonableness of man-
agement’s assessment of the classification of capi-
talization or expense of Development costs.
HOW THE KEY AUDIT MATTER WAS
ADDRESSED IN THE AUDIT
Our audit procedures related to management’s
judgments regarding the capitalization or expense
of Development costs included the following, among
others:
• We evaluated management’s policies and pro-
cedures for identifying the Development costs
to be capitalized and the criteria used for capital-
ization including the consistency to those adopt-
ed in previous years.
• We tested the effectiveness of controls over the
capitalized Development costs process, includ-
ing those related to the verification of capitaliza-
tion requirements, product initiatives approval
and spending allocation, and costs monitoring.
• We obtained and analyzed the details of the capi-
talized costs by project, on a sample basis, for the
2023 additions and reclassifications from costs
in progress to additions that occurred in the
year. For additions, we verified that capitalized
projects to meet IAS 38 criteria for capitalization
and remained commercially viable, through:
• Analysis of project details including evidence
• Testing supporting evidence including in-
of external costs and internal costs.
voices and time sheets for the Development
costs capitalized.
• In addition, for the selected new capitalized
projects we performed specific inquiry with
management and inspected supporting docu-
mentation to assess the nature of the project.
We verified to the supporting evidence that reclas-
sifications from development costs in progress to
development costs amortized were appropriate.
• We evaluated, on a sample basis, the reason-
ableness of management’s estimates, including
management’s basis and approach for consid-
ering the impacts of changes in the regulatory
environment, by:
• Inquiring of the Company's executives to un-
derstand the business initiatives supporting
the assumptions related to tested develop-
ment projects.
• Comparing Group’s forecast revenue, EBIT-
DA, Operaring Profit (EBIT) and Industrial
Free Cash Flow to actual results for the last
three years.
• Retrospectively analyzing the trend in actual
revenue and the associated costs of produc-
tion and of Development costs amortization.
We verified, on a sample basis, that the costs re-
corded as research expense through profit and loss
were not eligible for capitalization, and therefore not
included in capitalized Development costs.
OBSERVATIONS
The scope and nature of the procedures performed
were appropriate and sufficient to address the key
audit matter. Our procedures did not result in any re-
portable matters.
DIRECTION, SUPERVISION AND REVIEW OF THE
WORK PERFORMED BY DELOITTE & TOUCHE S.P.A
DESCRIPTION
Ferrari N.V. is an international group of companies
and is statutory seated in The Netherlands. As a
result, the Company is required to issue financial
statements prepared in accordance with Interna-
tional Financial Reporting Standards as adopted by
the European Union (EU-IFRS) and Part 9 of Book 2
of the Dutch Civil Code. Deloitte Accountants B.V.
has been appointed as the Company’s auditor for
fiscal year 2023.
As part of our audit of these financial statements,
we have engaged Deloitte & Touche S.p.A. to audit the
Company’s financials in accordance with EU-IFRS.
Following the NV structure of the group we, as
Deloitte Accountants B.V., are required by Interna-
tional Standard on Auditing 600 to direct, supervise
and review the work that was performed by Deloitte
& Touche S.p.A. Since this forms a significant part of
our audit, we have identified this as a key audit matter.
HOW THE KEY AUDIT MATTER WAS
ADDRESSED IN THE AUDIT
We have performed the following audit procedures:
• For projects capitalized in previous years we
verified, on sample basis, that capitalization cri-
teria are still valid.
• We issued written instructions to the audit team
of Deloitte & Touche S.p.A. We reviewed and dis-
cussed the audit team’s deliverables to ensure
445
FERRARI N.V. 2023 ANNUAL REPORT AND FORM 20-FFINANCIAL STATEMENTS 446
FINANCIAL STATEMENTSFERRARI N.V. 2023 ANNUAL REPORT AND FORM 20-F the work was performed in accordance with
our instructions;
rectors Report in accordance with Part 9 of Book 2
of the Dutch Civil Code.
• In addition, we exercised direction, supervision
and review on the work performed by the audit
team of Deloitte & Touche S.p.A. throughout all
stages of the audit by means of remote meet-
ings, site visits as well as physical and remote
file reviews. During these interactions, we were
involved in the direction, supervision and review
of audit procedures, such as but not limited to
risk assessment, evaluating the company’s in-
ternal control environment, (fraud) risk assess-
ment, substantive audit procedures on signifi-
cant and higher risk areas and concluding audit
procedures; and
We have joined several meetings between the audit
team of Deloitte & Touche S.p.A.and management of
Ferrari N.V. on significant accounting and audit mat-
ters, including audit committee meetings.
OBSERVATIONS
The scope and nature of the procedures performed
were appropriate and sufficient to address the key
audit matter. Our procedures did not result in any re-
portable matters.
REPORT ON THE OTHER INFORMATION
INCLUDED IN THE ANNUAL REPORT
The annual report contains other information, in ad-
dition to the financial statements and our auditor's
report thereon. The other information consists of:
• Board of Directors Report.
• Other Information as required by Part 9 of Book
• Other information included in the Annual Report
2 of the Dutch Civil Code.
Based on the following procedures performed, we
conclude that the other information:
• Is consistent with the financial statements and
• Contains all the information regarding the man-
does not contain material misstatements.
agement report and the other information as re-
quired by Part 9 of Book 2 of the Dutch Civil Code.
We have read the other information. Based on our
knowledge and understanding obtained through
our audit of the financial statements or otherwise,
we have considered whether the other information
contains material misstatements.
By performing these procedures, we comply
with the requirements of Part 9 of Book 2 of the
Dutch Civil Code and the Dutch Standard 720. The
scope of the procedures performed is substantially
less than the scope of those performed in our audit
of the financial statements.
Management is responsible for the preparation
of the other information, including the Board of Di-
447
REPORT ON OTHER LEGAL AND REGULATORY
REQUIREMENTS AND ESEF
ENGAGEMENT
We were engaged by the annual meeting of share-
holders as auditor of Ferrari N.V. in April 13, 2022, as
of the audit for the year 2023 and have operated as
statutory auditor ever since.
NO PROHIBITED NON-AUDIT SERVICES
We have not provided prohibited non-audit services
as referred to in Article 5(1) of the EU Regulation on
specific requirements regarding statutory audit of
public-interest entities.
European Single Electronic Format (ESEF)
Ferrari N.V. has prepared its annual report in
ESEF. The requirements for this are set out in the
Delegated Regulation (EU) 2019/815 with regard to
regulatory technical standards on the specification
of a single electronic reporting format (hereinafter:
the RTS on ESEF).
In our opinion, the annual report, prepared in
XHTML format, including the (partly) marked-up
consolidated financial statements, as included in the
reporting package by Ferrari N.V. complies in all ma-
terial respects with the RTS on ESEF.
Management is responsible for preparing the
annual report including the financial statements in
accordance with the RTS on ESEF, whereby man-
agement combines the various components into
one single reporting package.
Our responsibility is to obtain reasonable assur-
ance for our opinion whether the annual report in this
reporting package complies with the RTS on ESEF.
We performed our examination in accordance
with Dutch law, including Dutch Standard 3950N 'As-
surance-opdrachten inzake het voldoen aan de cri-
teria voor het opstellen van een digitaal verantwoor-
dingsdocument' (assurance engagements relating
to compliance with criteria for digital reporting).
Our examination included amongst others:
• Obtaining an understanding of the company's fi-
nancial reporting process, including the prepa-
ration of the reporting package.
• Identifying and assessing the risks that the an-
nual report does not comply in all material re-
spects with the RTS on ESEF and designing and
performing further assurance procedures re-
sponsive to those risks to provide a basis for our
opinion, including:
• obtaining the reporting package and per-
forming validations to determine whether
the reporting package containing the Inline
XBRL instance and the XBRL extension taxon-
omy files has been prepared in accordance
FERRARI N.V. 2023 ANNUAL REPORT AND FORM 20-FFINANCIAL STATEMENTS with the technical specifications as included
in the RTS on ESEF;
• examining the information related to the
consolidated financial statements in the re-
porting package to determine whether all
required mark-ups have been applied and
whether these are in accordance with the
RTS on ESEF.
DESCRIPTION OF RESPONSIBILITIES REGARDING
THE FINANCIAL STATEMENTS
RESPONSIBILITIES OF THE BOARD OF DIRECTORS
FOR THE FINANCIAL STATEMENTS
The board of directors is responsible for the prepa-
ration and fair presentation of the financial state-
ments in accordance with EU-IFRS and Part 9 of
Book 2 of the Dutch Civil Code. Furthermore, the
board is responsible for such internal control as
management determines is necessary to enable the
preparation of the financial statements that are free
from material misstatement, whether due to fraud
or error.
As part of the preparation of the financial state-
ments, management is responsible for assessing
the company's ability to continue as a going concern.
Based on the financial reporting frameworks men-
tioned, the board should prepare the financial state-
ments using the going concern basis of accounting
unless management either intends to liquidate the
company or to cease operations, or has no realistic
alternative but to do so.
The board should disclose events and circum-
stances that may cast significant doubt on the com-
pany's ability to continue as a going concern in the
financial statements.
The audit committee is responsible for oversee-
ing the company's financial reporting process.
OUR RESPONSIBILITIES FOR THE AUDIT OF THE
FINANCIAL STATEMENTS
Our objective is to plan and perform the audit as-
signment in a manner that allows us to obtain suffi-
cient and appropriate audit evidence for our opinion.
Our audit has been performed with a high, but not ab-
solute, level of assurance, which means we may not
detect all material errors and fraud during our audit.
Misstatements can arise from fraud or error
and are considered material if, individually or in the
aggregate, they could reasonably be expected to in-
fluence the economic decisions of users taken on
the basis of these financial statements. The material-
ity affects the nature, timing and extent of our audit
procedures and the evaluation of the effect of iden-
tified misstatements on our opinion.
We have exercised professional judgement and
have maintained professional scepticism through-
out the audit, in accordance with Dutch Standards
on Auditing, ethical requirements and independence
requirements. Our audit included among others:
• Identifying and assessing the risks of material
misstatement of the financial statements, wheth-
er due to fraud or error, designing and perform-
ing audit procedures responsive to those risks,
and obtaining audit evidence that is sufficient
and appropriate to provide a basis for our opin-
ion. The risk of not detecting a material misstate-
ment resulting from fraud is higher than for one
resulting from error, as fraud may involve col-
lusion, forgery, intentional omissions, misrepre-
sentations, or the override of internal control.
• Obtaining an understanding of internal control
relevant to the audit in order to design audit
procedures that are appropriate in the circum-
stances, but not for the purpose of expressing
an opinion on the effectiveness of the company's
internal control.
• Evaluating the appropriateness of account-
ing policies used and the reasonableness of
accounting estimates and related disclosures
made by management.
• Concluding on the appropriateness of man-
agement's use of the going concern basis of
accounting, and based on the audit evidence
obtained, whether a material uncertainty exists
related to events or conditions that may cast sig-
nificant doubt on the company's ability to con-
tinue as a going concern. If we conclude that a
material uncertainty exists, we are required to
draw attention in our auditor's report to the re-
lated disclosures in the financial statements or, if
such disclosures are inadequate, to modify our
opinion. Our conclusions are based on the audit
evidence obtained up to the date of our auditor's
report. However, future events or conditions
may cause the company to cease to continue as
a going concern.
• Evaluating the overall presentation, structure
and content of the financial statements, includ-
ing the disclosures.
• Evaluating whether the financial statements rep-
resent the underlying transactions and events in
a manner that achieves fair presentation.
Because we are ultimately responsible for the opin-
ion, we are also responsible for directing, supervis-
ing and performing the group audit. In this respect
we have determined the nature and extent of the
audit procedures to be carried out for group enti-
ties. Decisive were the size and/or the risk profile of
the group entities or operations. On this basis, we
selected group entities for which an audit or review
had to be carried out on the complete set of financial
information or specific items.
We communicate with those charged with
governance regarding, among other matters, the
planned scope and timing of the audit and significant
audit findings, including any significant findings in in-
ternal control that we identified during our audit. In
this respect we also submit an additional report to
the audit committee in accordance with Article 11 of
the EU Regulation on specific requirements regard-
448
FINANCIAL STATEMENTSFERRARI N.V. 2023 ANNUAL REPORT AND FORM 20-F ing statutory audit of public-interest entities. The in-
formation included in this additional report is con-
sistent with our audit opinion in this auditor's report.
We provide the audit committee with a statement
that we have complied with relevant ethical require-
ments regarding independence, and to communi-
cate with them all relationships and other matters
that may reasonably be thought to bear on our inde-
pendence, and where applicable, related safeguards.
From the matters communicated with the au-
dit committee, we determine the key audit matters:
those matters that were of most significance in the
audit of the financial statements. We describe these
matters in our auditor's report unless law or regu-
lation precludes public disclosure about the matter
or when, in extremely rare circumstances, not com-
municating the matter is in the public interest.
Amsterdam, February 22, 2024
Deloitte Accountants B.V.
M.R. van Leeuwen
449
FERRARI N.V. 2023 ANNUAL REPORT AND FORM 20-FFINANCIAL STATEMENTS INDEPENDENT AUDITOR’S REPORT
ON THE NON FINANCIAL STATEMENT
TO THE BOARD OF DIRECTORS OF FERRARI N.V.
We have carried out a limited assurance engage-
ment on the Non Financial Statement of Ferrari N.V.
and its subsidiaries (hereinafter also “Ferrari Group”
or “Group”) as of December 31, 2023.
Our limited assurance engagement does not ex-
tend to the compliance of the Non Financial State-
ment with the Dutch Decree on Non-Financial In-
formation
(Besluit bekendmaking niet-financiële
informatie) and to the information required by art. 8
of the European Regulation 2020/852 included in the
chapter “EU Taxonomy”.
RESPONSIBILITY OF THE DIRECTORS FOR THE
NON FINANCIAL STATEMENT
The Directors of Ferrari N.V. are responsible for the
preparation of the Non Financial Statement in ac-
cordance with the “Global Reporting Initiative Sus-
tainability Reporting Standards” established by GRI
- Global Reporting Initiative (hereinafter “GRI Stan-
dards”), as stated in the paragraph “Methodology
and Scope” of the Non Financial Statement.
The Directors are also responsible, for such in-
ternal control as they determine is necessary to en-
able the preparation of the Non Financial Statement
that is free from material misstatement, whether
due to fraud or error.
The Directors are also responsible for the defi-
nition of the Ferrari Group’s objectives in relation to
the sustainability performance, for the identifica-
tion of the stakeholders and the significant aspects
to report.
AUDITOR’S INDEPENDENCE AND QUALITY
CONTROL
We have complied with the independence and other
ethical requirements of the Code of Ethics for Pro-
fessional Accountants issued by the International
Ethics Standards Board for Accountants, which is
founded on fundamental principles of integrity, ob-
jectivity, professional competence and due care,
confidentiality, and professional behaviour.
Our auditing firm applies International Standard
on Quality Management 1, which requires the firm to
design, implement and operate a system of quality
management including policies or procedures re-
garding compliance with ethical requirements, pro-
fessional standards, and applicable legal and regula-
tory requirements.
AUDITOR’S RESPONSIBILITY
Our responsibility is to express our conclusion
based on the procedures performed about the
compliance of the Non Financial Statement with the
GRI Standards. We conducted our work in accor-
dance with the criteria established in the “Interna-
tional Standard on Assurance Engagements ISAE
3000 (Revised) - Assurance Engagements Other
than Audits or Reviews of Historical Financial Infor-
mation” (hereinafter “ISAE 3000 Revised”), issued by
the International Auditing and Assurance Standards
Board (IAASB) for limited assurance engagements.
The standard requires that we plan and per-
form the engagement to obtain limited assurance
whether the Non Financial Statement is free from
material misstatement.
Therefore, the procedures performed in a limit-
ed assurance engagement are less than those per-
formed in a reasonable assurance engagement in
accordance with ISAE 3000 Revised (“reasonable
assurance engagement”), and, therefore, do not en-
able us to obtain assurance that we would become
aware of all significant matters and events that might
be identified in a reasonable assurance engagement.
The procedures performed on the Non Financial
Statement are based on our professional judgement
and included inquiries, primarily with Company per-
sonnel responsible for the preparation of informa-
tion included in the Non Financial Statement, analysis
of documents, recalculations and other procedures
aimed to obtain evidence as appropriate.
Specifically, we carried out the following proce-
dures:
1 analysis of the process relating to the definition
of material aspects disclosed in the Non Finan-
cial Statement, with reference to the methods
used for the identification and prioritization of
material aspects for stakeholders and to the in-
ternal validation of the process results;
2 comparison between the economic and finan-
cial data and information included in the Non
Financial Statement with those included in the
Group’s Financial Statements;
3 understanding of the processes underlying the
origination, recording and management of qual-
itative and quantitative material information in-
cluded in the Non Financial Statement.
In particular, we carried out interviews and discus-
sions with the management of Ferrari N.V. and with
the personnel of Ferrari S.p.A. and we carried out
limited documentary verifications, in order to gather
information about the processes and procedures,
which support the collection, aggregation, elabora-
tion and transmittal of non-financial data and infor-
mation to the department responsible for the prepa-
ration of the Non Financial Statement.
In addition, for material information, taking into con-
sideration the Group’s activities and characteristics:
• at the parent company’s and subsidiaries’ level:
• with regards to qualitative information in-
cluded in the Non Financial Statement, we
carried out interviews and gathered sup-
450
FINANCIAL STATEMENTSFERRARI N.V. 2023 ANNUAL REPORT AND FORM 20-F porting documentation in order to verify its
consistency with the available evidence;
• with regards to quantitative information, we
carried out both analytical procedures and
limited verifications in order to ensure, on
a sample basis, the correct aggregation of
data;
• for the Ferrari S.p.A.’s site located in Maranello
(Modena, Italy), which we selected based on its
activities, its contribution to the performance
indicators at the consolidated level and its loca-
tion, we carried out site visits, during which we
have met the management and have gathered
supporting documentation on a sample basis
with reference to the correct application of pro-
cedures and calculation methods used for the
indicators.
CONCLUSION
Based on the work performed, nothing has come to
our attention that causes us to believe that the Non
Financial Statement of Ferrari Group as of Decem-
ber 31, 2023, is not prepared, in all material aspects,
in accordance with the GRI Standards as stated in
the paragraph “Methodology and Scope” of the Non
Financial Statement.
Our conclusion on the Non Financial Statement of
Ferrari Group does not extend to the compliance of
the Non Financial Statement with the Dutch Decree
on Non-Financial Information (Besluit bekendmaking
niet-financiële informatie) and to the information re-
quired by art. 8 of the European Regulation 2020/852
included in the paragraph “EU Taxonomy”.
DELOITTE & TOUCHE S.p.A.
Silvia Dallai
Partner
Bologna, Italy
February 22, 2024
451
FERRARI N.V. 2023 ANNUAL REPORT AND FORM 20-FFINANCIAL STATEMENTS FINANCIAL STATEMENTS
FORM 20-F CROSS
REFERENCE
454
Form 20-F Cross Reference
453
FORM 20-F CROSS REFERENCE
The table below sets out the location within the document of the informa-
tion required by the SEC for annual reports on Form 20-F. The exact loca-
tion is included in the column “Cross Reference”. The column “Page” re-
fers to the starting page of the section (or sub-section) for reference only.
Section
Cross Reference
Page
Item
Part I
Item 1.
Item 2.
Item 3.
Identity of Directors, Senior Management
Not applicable
and Advisers
Offer Statistics and Expected Timetable
Not Applicable
Key Information
B. Capitalization and Indebtedness
Not Applicable
C. Reasons for the Offer and Use of
Not Applicable
Proceeds
D. Risk Factors
Risk Factors
Item 4.
Information on the Company
A. History and Development of the Company Overview — History of the Company
B. Business Overview
Overview
Industry Overview
Overview of Our Business
C. Organizational Structure
Note 3 “Scope of consolidation” to the
Consolidated Financial Statements
D. Property, Plants and Equipment
Overview of Our Business — Properties
Item 4A.
Unresolved Staff Comments
None
Item 5.
Operating and Financial Review and
Overview
Prospects
A. Operating Results
Results of Operations
B. Liquidity and Capital Resources
Liquidity and Capital Resources
Financial Overview
C. Research and Development, Patents and
Financial Overview — Trends, Uncertainties
Licenses, etc.
and Opportunities — Research,
Development and Product Lifecycle
Financial Overview — Result of Operations
— Research and development costs
D. Trend Information
Financial Overview — Trends, Uncertainties
and Opportunities
E. Critical Accounting Estimates
Note 2 “Material Accounting Policies — Use
of estimates” to the Consolidated Financial
Statements
Item 6.
Directors, Senior Management and
Employees
A. Directors and Senior Management
Corporate Governance — Board of
Directors
Corporate Governance — Ferrari
Leadership Team
B. Compensation
Remuneration of Directors
454
21
47
46
48
51
332
78
46
92
100
108
92
100
92
329
123
153
279
FINANCIAL STATEMENTSFERRARI N.V. 2023 ANNUAL REPORT AND FORM 20-F Item
Section
Cross Reference
Note 28 “Related party transactions
— Emoluments to Directors and Key
Management” to the Consolidated Financial
Statements
C. Board Practices
The Audit Committee
The Compensation Committee
The ESG Committee
D. Employees
Overview of Our Business — Employees
E. Share Ownership
Share Ownership
F. Disclosure of a Registrant’s Action
Not applicable
to Recover Erroneously Awarded
Compensation
Item 7.
Major Shareholders and Related Party
Transactions
A. Major Shareholders
Major Shareholders
B. Related Party Transactions
Note 28 “Related party transactions” to the
Consolidated Financial Statements
C. Interests of Experts and Counsel
Not applicable
Item 8.
Financial Information
A. Consolidated Statements and Other
Consolidated Financial Statements
Financial Information
Financial Overview
Note 23 “Provisions” to the Consolidated
Financial Statements
Dividend Policy
B. Significant Changes
Note on Presentation
Item 9.
The Offer and Listing
A. Offer and Listing Details
Offer and Listing Details
B. Plan of Distribution
Not applicable
C. Markets
Offer and Listing Details
D. Selling Shareholders
Not applicable
E. Dilution
Not applicable
F. Expenses of the Issue
Not applicable
Item 10.
Additional Information
A. Share Capital
Not applicable
B. Memorandum and Articles of Association Memorandum and Articles of Association
C. Material Contracts
Remuneration of Directors
D. Exchange Controls
Exchange Controls
E. Taxation
Taxation
F. Dividends and Paying Agents
Not applicable
G. Statements By Experts
Not applicable
H. Documents on Display
Documents on Display
I. Subsidiary Information
Not applicable
J. Annual Report to Security Holders
Not applicable
Item 11.
Quantitative and Qualitative Disclosures
Note 30 “Qualitative and Quantitative
About Market Risk
Information on Financial Risks” to the
Consolidated Financial Statements
455
Page
374
131
132
132
81
131
120
374
311
92
367
419
18
419
419
128
279
164
422
18
377
FERRARI N.V. 2023 ANNUAL REPORT AND FORM 20-FFINANCIAL STATEMENTS Item
Section
Cross Reference
Page
Item 12.
Description of Securities Other than Equity
Securities
A. Debt Securities
Not applicable
B. Warrants and Rights
Not applicable
C. Other Securities
Not applicable
D. American Depositary Shares
Not applicable
Part II
Item 13.
Defaults, Dividend Arrearages and
None
Delinquencies
Item 14.
Material Modifications to the Rights of
None
Security Holders and Use of Proceeds
Item 15.
Controls and Procedures
Controls and Procedures
Item 16A.
Audit Committee Financial Expert
The Audit Committee
Item 16B.
Code of Ethics
Code of Conduct
Item 16C.
Principal Accountant Fees and Services
Principal Accountant Fees and Services
Item 16D.
Exemptions from the Listing Standards for
None
Audit Committees
Item 16E.
Purchases of Equity Securities by the Issuer
Purchases of Equity Securities by the Issuer
and Affiliated Purchasers
and Affiliated Purchasers
Item 16F.
Change in the Registrant’s Certifying
Change in Registrant’s Certifying
Accountant
Accountant
Item 16H.
Mine Safety Disclosure
Not applicable
Item 16I.
Disclosure Regarding Foreign Jurisdictions
Not applicable
that Prevent Inspections
Item 16K.
Cybersecurity
Cybersecurity
Part III
Item 17.
Item 18.
Financial Statements
Consolidated Financial Statements
Financial Statements
Consolidated Financial Statements
304
131
158
419
420
420
158
311
311
456
FINANCIAL STATEMENTSFERRARI N.V. 2023 ANNUAL REPORT AND FORM 20-F 457
FERRARI N.V. 2023 ANNUAL REPORT AND FORM 20-FFINANCIAL STATEMENTS 458
FINANCIAL STATEMENTSFERRARI N.V. 2023 ANNUAL REPORT AND FORM 20-F 459
FERRARI N.V. 2023 ANNUAL REPORT AND FORM 20-FFINANCIAL STATEMENTS NOTES
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461
NOTES
Financial Statement. For more detail
on how it was determined, please
refer to the Independent Auditor’s
Report in this Report.
(14) The figures provided refer to all
employees and external staff of
Ferrari S.p.A.
(1) Drive Sustainability is an automotive
partnership between leading
automotive companies. The mission
of the partnership is to work together
to improve the social, ethical and
environmental performance of
automotive supply chains.
(2)
In 2023, 100% of Ferrari S.p.A. new
suppliers were evaluated with this
screening methodology.
(3) As of the date of publication of
this Report, the double materiality
guidelines are still in draft: "Draft
EFRAG IG 1: Materiality assessment
implementation guidance".
(4) The potentially relevant impacts are
identified by taking into consideration
sector benchmarking analyses, UN
Sustainable Development Goals
(SDGs), and relevant international
studies and publications.
(8) Strategic risks: risks which
affect or are created by Ferrari’s
business strategy and could affect
Ferrari’s long-term positioning and
performance.
(9) Operational risks: risks which impact
the internal processes, people,
systems and/or external resources of
the organization and affect Ferrari’s
ability to execute its business plan.
(10) Health, Safety and Environmental
risks: risks which affect health and
safety and the environment.
(11) Compliance risks: risks of non-
compliance with laws, regulations,
local standards, code of conduct,
internal policies and procedures.
(5) We identify our clients as Ferraristi.
(12) Capital expenditures (Capex) include
(6)
Incident: an event that negatively
affects the confidentiality, integrity,
and/or availability (CIA) at an
organization in a way that could
significantly impact the business, as
consequences of, for example, of
viruses, hackers, insiders, human
errors, software and hardware
failures. All incidents have been
solved with no impact on business
activities in each year.
(7) We define as significant the
judgements and the fines that are
above the financial materiality
threshold considered for the
right-of-use assets recognized in
accordance with IFRS 16 – Leases
within PP&E, for approx. € 42 million
in 2023, for approx. € 19 million
in 2022, for approx. € 13 million in
2021, and for approx. € 25 million
in 2020. R&D expensed to the P&L
refers to research and development
costs expensed during the year, as
indicated in note 7 “Research and
Development costs”.
(13) One Ferrari Performance and
Feedback process refers to our
performance management process.
462
(15) For more information, please refer to
“Ferrari & Education”.
(16) Managerial positions refer to
“Managers and Senior Managers” and
“Middle Managers”.
(17) In this section, we refer to Ferrari
S.p.A., which operates primarily in the
Maranello and Modena plants and to
Mugello Circuit S.p.A., which operates
the Mugello racing circuit.
(18) Ferrari S.p.A. and Mugello Circuit
S.p.A. include 93.3% of all Ferrari
Group employees.
(19) The figures provided refer to all
employees and external staff of
Ferrari S.p.A. and Mugello Circuit
S.p.A.
(20) The figures provided are referred
to all the employees of Ferrari S.p.A.
and Mugello Circuit S.p.A., with the
exception of Managers and Senior
Managers; this category of employees
did not incur any injuries in 2023. All
data does not include first aid medical
treatments.
(21) Injuries that must be reported to INAIL
(Italian National Institute for Insurance
against Accidents at Work), according
to Italian legislation.
(22) The injury rate is the ratio of the
number of injuries reported to the
number of hours worked (including
FINANCIAL STATEMENTSFERRARI N.V. 2023 ANNUAL REPORT AND FORM 20-F overtime), multiplied by 1,000,000,
and data assumptions are exactly
excluding commuting accidents.
the same. The methodology has
been updated compared to the
(23) Injuries that must be reported to INAIL
one applied in 2021, with the 2022
(Italian National Institute for Insurance
methodology the 2021 GHG emissions
against Accidents at Work), according
are distributed differently among the
to Italian legislation.
ISO 14064 categories, leading to an
increase from 622 ktCO2eq to 751
(24) In this chapter, the "Group” refers
ktCO2eq of the total GHG emissions.
to all the legal entities indicated as
Raw materials and manufacturing
consolidated line by line by Ferrari N.V.
equipment for road cars include
in 2023 Annual Report.
categories 1, 2 and 3 of the GHG
Protocol; Inbound logistics, business
(25) All of our managers are covered by
travel and other materials include
collective bargaining agreements
categories 1 (services), 4, 6 and 7 of
signed by the Italian trade union,
the GHG Protocol; Our facilities and
Federmanager, on April 28, 2023.
manufacturing include Scope 1 and
2; Outbound logistics and dealerships
(26) Includes €1,994,433 and €1,009,045
include categories 9 and 14 of the
recognized as share-based
GHG Protocol; Use phase includes
compensation expense during the
category 11 of the GHG Protocol.
years ended December 31, 2023,
2022, respectively, for equity awards
(31) Maranello production facility is
granted under the Group’s Equity
composed of the main offices,
Incentive Plan 2023-2025 and the Equity
production buildings, and the
Incentive Plan 2022-2024 that will vest
adjacent Fiorano track (of
in 2026 and 2025, respectively, subject
approximately 3 thousand meters).
to certain performance and service
conditions. See also “Remuneration of
(32) Thanks to our photovoltaic system
Directors—Directors’ Compensation”
and the purchase of Guarantee of
and “Remuneration of Directors—
Origin certificates.
Directors' Compensation—Share-
Based Compensation of Executive
(33) Data include trucks and power
(39) The carbon ratios are based on the
sum of the GHG emissions from Scope
1 and Scope 2 market-based method.
(40) 2023 and 2022 data include waste
generated by Ferrari S.p.A. in the
plants of Maranello and Modena and
warehouses and Mugello Circuit S.p.A.
(41) Water stress analysis performed
with 2023 Aqueduct Water Risk
Atlas (World Resources Institute).
2023 and 2022 data includes water
withdrawal by Ferrari S.p.A. in the
plants of Maranello and Modena and
warehouses and Mugello Circuit S.p.A.
(42) 2023 data refers to Mugello racing
circuit.
(43) 2022 data refers to Mugello racing
circuit.
(44) Total water withdrawal refers to
freshwater (≤1,000 mg/L Total
Dissolved Solids).
(45) 2023 and 2022 data includes water
discharged by Ferrari S.p.A. in the
plants of Maranello and Modena and
warehouses and Mugello Circuit S.p.A.
Directors”.
generator related to F1 activities, and
car fleet managed by Ferrari.
(46) 2023 data refers to Mugello racing
circuit.
(27) The data refers to the percentage
increase of the median annual total
(34) From photovoltaic.
compensation for all employees
(47) 2022 data refers to Mugello racing
circuit.
(excluding the highest-paid individual)
(35) 2022 data has been restated to align
from the previous reporting period to
the methodology we applied to the
(48) As defined in the GHG protocol.
the next reporting period.
ISO 14064 certification. In 2022,
2020 and 2021 data were restated
(49) As defined in the GHG protocol.
(28) Annual total compensation includes
to include all Group facilities (stores,
base salary, short-term incentives,
museums, subsidiaries’ offices
competitiveness bonuses, long-
and other facilities) and to align the
term incentives, one-time bonuses
methodology we applied to the ISO
or other bonuses paid during the
14064 certification.
year, cash allowances and annual
retention bonuses provided to
(36) Direct greenhouse gas emissions,
the organization’s highest-paid
individual and to all employees
measured in tons of CO2eq, were
calculated using emission factors
over the course of a year. For the
indicated in “Ecoinvent 3.8” database,
purpose of calculating the annual total
and “Sixth Assessment Report”
compensation, full-time equivalent
published by the IPCC. Gases included
(FTE) pay rates are used for each
part-time employee and total target
amounts of bonuses and incentives
were considered. For further details
in the calculation of the Scope 1 GHG
emissions: CO2, CH4, N2O, HFCs and
other refrigerant gases.
on remuneration, please refer to the
(37) Market-based indirect greenhouse
chapter “Remuneration of Directors”.
(29) The absenteeism rate is calculated
as a ratio of hours lost for sickness
gas emissions, measured in tons
of CO2eq, were calculated using
the Residual Mix emission factors
indicated in “2022 European Residual
(50) The GHG emissions of this category
were calculated using the Extended
Environmental Input-Output (EEIO)
factors indicated in “Consumption
based accounting tool: 2022”,
published by Eurostat.
(51) The GHG emissions of this category
were calculated using the emission
factors the Ecovinvent database (v3.8)
through the Simapro tool.
(52) The GHG emissions of this category
were calculated using the emission
factors indicated in “ghg-conversion-
factors-2022-full-set; v2.0”, published
by the Department for Environment
Food & Rural Affairs (DEFRA) of the UK
government.
divided the number of hours to be
Mixes, V.1.0”, published by AIB, and
worked. The perimeter considered
“Emissions Factors 2023”, published
relates only to Ferrari N.V., Ferrari
by International Energy Agency (IEA).
S.p.A. and Mugello Circuit S.p.A.
The Group purchases Guarantee of
(53) The GHG emissions of this category
were calculated using the emission
factors the WLTP homologation in the
European Union.
employees.
(30) The emissions reported for 2022
were certified by a third-party in
Origin (GO) certificates in order to
reduce the impact of CO2eq emissions
in the atmosphere.
(54) The GHG emissions of this category
were calculated using the emission
compliance with ISO 14064-1. This
(38) Location-based indirect greenhouse
standard allows for judgment calls
resulting in a range of possible
outcomes. Therefore, no comparison
gas emissions, measured in tons
of CO2eq, were calculated using
the emission factor indicated in
of the disclosed data is possible with
“Emissions Factors 2023”, published
other studies unless methodology
by International Energy Agency (IEA).
463
factors indicated in “Fattori di
emissione per la produzione e il
consumo di energia elettrica in Italia”,
published in 2023 by ISPRA, “Emission
Factors for Greenhouse Gas
Inventories” published in 2023 by EPA,
and “Confronti internazionali: 2019”,
published by Terna.
FERRARI N.V. 2023 ANNUAL REPORT AND FORM 20-FFINANCIAL STATEMENTS (55) CO2 emissions in g/km.
(56) Regulation (EU) 2020/852 of the
European Parliament and of the
Council of 18 June 2020 on the
establishment of a framework to
facilitate sustainable investment, and
amending Regulation (EU) 2019/2088.
(57) Commission Delegated Regulation
(EU) 2021/2139 of 4 June 2021
supplementing Regulation (EU)
2020/852 of the European Parliament
and of the Council by establishing
the technical screening criteria
for determining the conditions
under which an economic activity
qualifies as contributing substantially
to climate change mitigation or
climate change adaptation and for
determining whether that economic
activity causes no significant harm
to any of the other environmental
objectives. In June 2023, the
Commission approved new criteria
for economic activities contributing
to the remaining 4 environmental
objectives (in addition to the first
two objectives of climate change
mitigation and adaptation to
climate change) and amendments
to delegated climate acts. With
reference to this reporting exercise,
only the verification of applicability
(c.d. eligibility) is required for these
remaining 4 objectives. Commission
Delegated Regulation (EU) 2023/2485
of June 27, 2023 amending Delegated
Regulation (EU) 2021/2139
establishing additional technical
screening criteria for determining
the conditions under which certain
economic activities qualify as
contributing substantially to climate
change mitigation or climate change
adaptation and for determining
whether those activities cause no
significant harm to any of the other
environmental objectives.
Commission Delegated Regulation
(EU) 2023/2486 of June 27,2023
supplementing Regulation (EU)
2020/852 of the European Parliament
and of the Council by establishing
the technical screening criteria for
determining the conditions under
which an economic activity qualifies
as contributing substantially to the
sustainable use and protection of
water and marine resources, to the
transition to a circular economy, to
pollution prevention and control, or
to the protection and restoration of
biodiversity and ecosystems and for
determining whether that economic
activity causes no significant harm
to any of the other environmental
objectives and amending Commission
Delegated Regulation (EU) 2021/2178
as regards specific public disclosures
for those economic activities.
(58) Commission Delegated Regulation
(EU) 2021/2178 of 6 July 2021
supplementing Regulation (EU)
2020/852 of the European Parliament
and of the Council by specifying
the content and presentation of
Taxonomy-non-eligible activity for the
information to be disclosed by
relevant environmental objective
undertakings subject to Articles
The “code” constitutes the
19a or 29a of Directive 2013/34/
abbreviation of the relevant objective
EU concerning environmentally
to which the economic activity
sustainable economic activities,
is eligible to make a substantial
and specifying the methodology
contribution, as well as the section
to comply with that disclosure
number of the activity in the relevant
obligation.
Annex covering the objective, i.e.:
Climate Change Mitigation: CCM;
(59) The financial data included in these
Climate Change Adaptation: CCA;
KPIs are a portion of group net
Water and Marine Resources: WTR;
revenues included in the Consolidated
Circular Economy: CE; Pollution
Financial Statements, Note 4 and
Prevention and Control: PPC;
“Financial Overview—Results of
Biodiversity and ecosystems: BIO.
Operations” sections.
(60) EL – Eligible, Taxonomy-eligible activity
for-profit private foundation that will
for the relevant environmental
be primarily focused on education.
(66) The Ferrari Foundation is a U.S. not-
objective; N/EL – Not eligible,
Taxonomy-non-eligible activity for the
(67) N/A non applicable. We do not take
relevant environmental objective.
part to NCAP (New Car Assessment
Program) programs.
(61) The “code” constitutes the
abbreviation of the relevant objective
(68) The total annual remuneration of
to which the economic activity
is eligible to make a substantial
the CEO includes all remuneration
components (such as fixed
contribution, as well as the section
remuneration, variable remuneration
number of the activity in the relevant
in cash (bonus), the share-based
Annex covering the objective, i.e.:
portion of the remuneration (value
Climate Change Mitigation: CCM;
of the share-based payment is
Climate Change Adaptation: CCA;
determined at the time of allocation
Water and Marine Resources: WTR;
in line with the applicable regulations
Circular Economy: CE; Pollution
under IFRS), social premiums,
Prevention and Control: PPC;
pension, expense allowance,
Biodiversity and ecosystems: BIO.
et cetera), as included in the
(consolidated) financial statements on
(62) The financial data included in
an IFRS basis.
these KPIs are a portion of group
Capital Expenditures included in the
Consolidated Financial Statements,
(69) The average annual remuneration
of the employees is determined by
notes 14 and 15.
dividing the total wage costs in the
EL – Eligible, Taxonomy-eligible activity
financial year (as included in the
for the relevant environmental
(consolidated) financial statements
objective; N/EL – Not eligible,
on an IFRS basis) by the average
Taxonomy-non-eligible activity for the
number of FTEs during the financial
relevant environmental objective.
year. Hiring of external employees is
The “code” constitutes the
taken into account on a pro rata basis,
abbreviation of the relevant objective
insofar as these are hired for at least
to which the economic activity
is eligible to make a substantial
three months during the financial year.
contribution, as well as the section
(70) The percentage of shares held in
number of the activity in the relevant
treasury compared to total issued
Annex covering the objective, i.e.:
share capital remains substantially
Climate Change Mitigation: CCM;
the same if calculated considering
Climate Change Adaptation: CCA;
only common shares held in treasury
Water and Marine Resources: WTR;
or if calculated considering common
Circular Economy: CE; Pollution
shares and special voting shares held
Prevention and Control: PPC;
in treasury.
Biodiversity and ecosystems: BIO.
(71) The percentage of shares held in
(63) Drive Sustainability is an automotive
treasury compared to total issued
partnership between leading
share capital remains substantially
automotive companies. The mission
the same if calculated considering
of the partnership is to work together
only common shares held in treasury
to improve the social, ethical and
or if calculated considering common
environmental performance of
shares and special voting shares held
automotive supply chains.
in treasury.
(64) The financial data included in these
KPIs are a portion of group Operating
Expenditures included in the
Consolidated Financial Statements.
(65) EL – Eligible, Taxonomy-eligible activity
for the relevant environmental
objective; N/EL – Not eligible,
464
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FERRARI N.V. 2023 ANNUAL REPORT AND FORM 20-FFINANCIAL STATEMENTS 466
FINANCIAL STATEMENTSFERRARI N.V. 2023 ANNUAL REPORT AND FORM 20-F 467
FERRARI N.V. 2023 ANNUAL REPORT AND FORM 20-FFINANCIAL STATEMENTS