Fiat Chrysler to pay $40M for misleading investors

“New vehicle sales figures provide investors insight into the demand for an automaker’s products, a key factor in assessing the company’s performance,” said Antonia Chion, associate director in the SEC’s Division of Enforcement. “This case underscores the need for companies to truthfully disclose their key performance indicators.”

According to the SEC’s order, between 2012 and 2016, FCA U.S. issued monthly press releases falsely reporting new vehicle sales and falsely touting a “streak” of uninterrupted monthly year-over-year sales growth, when in fact the growth streak had been broken in September 2013. FCA U.S. and Fiat Chrysler Automobiles included the press releases in their SEC filings.

New vehicle sales and the growth streak were key performance indicators that illustrated the company’s competitive position and demand for its vehicles. The SEC’s order finds FCA U.S. inflated new vehicle sales results by paying dealers to report fake vehicle sales and maintaining a database of actual but unreported sales, which employees often referred to as a “cookie jar.”

In months when the growth streak would have ended or when FCA U.S. fell short of other targets, FCA U.S. dipped into the “cookie jar” and reported old sales as if they had just occurred, according to the SEC. For example, FCA U.S. included in its September 2013 sales results 7,000 vehicles from its fleet database that, in truth, had been sold in prior months. It also included in these vehicle sales results about 1,000 vehicles on dealers’ lots that had not yet been sold to customers by dealers.

The SEC order also found that, “on multiple occasions, from 2013 through 2015, dealers and employees informed FCA U.S. of fake sales reporting at its business centers. Nevertheless, FCA U.S. continued to falsely report sales through mid-2016. Moreover, after a dealer filed a lawsuit in January 2016 alleging that FCA U.S. offered to pay the dealer to report fake sales, [Fiat Chrysler Automobiles] publicly denied the allegations.”

According to the order, FCA U.S. and Fiat Chrysler Automobiles inaccurately recorded in their books and records FCA U.S.’s payments to dealers to report fake sales as advertising expenses. In addition, their books and records “did not accurately reflect the number of vehicles sold by FCA U.S. in a particular month, because FCA U.S. used the database where it stored actual but unreported sales. Respondents also failed to have a sufficient system of internal accounting controls relating to how new vehicle sales and dealer payments were recorded.”

As a result, according to the SEC’s order, FCA U.S. and Fiat Chrysler Automobiles violated the anti-fraud provisions of the Securities Act of 1933 and the Securities Exchange Act of 1934, as well as the reporting, books and records, and internal accounting controls provisions of the Exchange Act.

Added to the $40 million civil penalty, both FCA U.S. and Fiat Chrysler Automobiles agreed to cease and desist from committing or causing any future violations of these provisions. They neither admitted nor denied the Commission’s findings. In a statement, the company acknowledged the settlement and said it “has reviewed and refined its policies and procedures and is committed to maintaining strong controls regarding its sales reporting.”