Details of the more significant transactions between <strong>Fiat</strong> S.p.A. and Group companies summarised in the above table are as follows: ■ granting of a licence to use the <strong>Fiat</strong> trademark to <strong>Fiat</strong> Auto S.p.A. and <strong>Fiat</strong> Automoveis S.A.– FIASA for a consideration calculated as a percentage of turnover; ■ services provided by executives of <strong>Fiat</strong> S.p.A. to the main Group companies (<strong>Fiat</strong> Auto S.p.A., Comau S.p.A., Business Solutions S.p.A., Iveco S.p.A., Teksid S.p.A., Magneti Marelli Holding S.p.A., <strong>Fiat</strong> Powertrain Technologies S.p.A. and other minor); ■ lease of property to Ingest Facility S.p.A. and <strong>Fiat</strong> Information & Communication Services S.c.p.A. and the recovery of directors’ fees and expenses; ■ provision of sureties and personal guarantees (see Note 28) on the issues of bonds and Billets de Trésorerie (mainly <strong>Fiat</strong> Finance and Trade Ltd.), bank loans (<strong>Fiat</strong> Automoveis S.A., <strong>Fiat</strong> Finance S.p.A. and other minor), property rental payments (<strong>Fiat</strong> Auto S.p.A. and its subsidiaries) and credit facilities guaranteed or made available (CNH Global N.V.); ■ management of current accounts, granting of loans, obtaining of short- and medium-term loans and financial assistance (<strong>Fiat</strong> Finance S.p.A.); ■ management of derivative financial instruments (Intermap - Nederland B.V. and <strong>Fiat</strong> Finance S.p.A., see Notes 17 and 26); ■ purchases of administrative, tax and corporate assistance and consultancy services (<strong>Fiat</strong> Gesco S.p.A., Servizio Titoli S.p.A. and KeyG Consulting S.p.A.), public relations services (<strong>Fiat</strong> Information & Communications Services S.c.p.A.), office space services, maintenance and real estate services (Ingest Facility S.p.A. and <strong>Fiat</strong> Partecipazioni S.p.A.), personnel and other management services (<strong>Fiat</strong> Servizi per l’Industria S.c.p.A.), ICT services (eSPIN S.p.A.), security services (Orione S.c.p.A and Sirio S.c.p.A.), sponsorship, advertising and promotional activities (Ferrari S.p.A. and <strong>Fiat</strong> France S.A.) and supervisory and internal audit services (<strong>Fiat</strong> Revisione Interna S.c.r.l.); ■ contributions to expenses for activities supporting the trademark and image of the Group (<strong>Fiat</strong> Auto S.p.A.). Intercompany transactions in <strong>2006</strong> also include the management of investments which entailed the following: ■ collection of dividends from subsidiaries (see Note 1); ■ subscription of capital increases of directly held subsidiaries (see Note 13); ■ acquisition of 60.56% of the capital of Iveco S.p.A. from <strong>Fiat</strong> Netherlands Holding N.V., as reported in Note 13; ■ as part of the corporate restructuring of the consortium companies of the Group, <strong>Fiat</strong> S.p.A., acquisition of the direct control of <strong>Fiat</strong> Revi S.c.p.A. by purchasing the investments previously held by <strong>Fiat</strong> Partecipazioni S.p.A. and <strong>Fiat</strong> Auto S.p.A. In addition, <strong>Fiat</strong> S.p.A. sold its minority interest in <strong>Fiat</strong> Sepin S.c.p.A. to <strong>Fiat</strong> Partecipazioni S.p.A. 292 <strong>Fiat</strong> S.p.A. Financial Statements at December 31, <strong>2006</strong> - Notes to the Financial Statements Financial flows from relations with related parties are not presented in a specific table as these also regard almost entirely the transactions with directly or indirectly held subsidiaries discussed earlier. Transactions with related parties as defined by IAS 24 which did not involve directly or indirectly held subsidiaries were as follows: ■ professional and advisory services and services as the secretary of the Board of Directors and of the Committees were provided to <strong>Fiat</strong> S.p.A. by Franzo Grande Stevens for fees of 1,136 thousand euros; ■ directors’ fees of 77 thousand euros and 48 thousand euros were recharged to Istituto Finanziario Industriale S.p.A. and IFIL Investments S.p.A. respectively; ■ Ferrari S.p.A. increased its capital stock in <strong>2006</strong> by issuing a total of 104,000 new shares at a price of 175 euros each, following the exercising by the company’s chairman, Luca Cordero di Montezemolo, of the same number of stock options. Notice of this decision was provided in advance to the Board of <strong>Fiat</strong> S.p.A. at its meeting on 28 February and the options were effectively exercised on 12 May for 88,400 options and on 8 June for the remaining 15,600 options. <strong>Fiat</strong> S.p.A. purchased a total of 93,600 shares from Mr. Montezemolo at a price of 285 euros each, which was the same price as that the one agreed upon between Mediobanca S.p.A. and Mubadala Development Company on the occasion of the recent sale. The total investment amounted to 26,713 thousand euros. 31. Net financial position Pursuant to the Consob Communication of July 28, <strong>2006</strong> and in compliance with the CESR’s recommendations for the consistent implementation of the European Commission’s Regulation on Prospectuses issued on February 10, 2005, the net financial position of <strong>Fiat</strong> S.p.A. at December 31, <strong>2006</strong> is as follows: (in thousands of euros) At 31 December <strong>2006</strong> At 31 December 2005 Change Cash and cash equivalents 608 495 113 Current financial receivables: 84,173 3,075,894 (2,991,721) - from Group companies 84,173 3,075,894 (2,991,721) - from Third parties – – – Non-current financial payables: (2,810,029) (5,262) (2,804,767) - due to Group companies (2,810,029) (5,262) (2,804,767) - due to Third parties – – – Current financial payables: (1,627,430) (557,383) (1,070,047) - due to Group companies (1,405,554) (434) (1,405,120) - due to Third parties (221,876) (556,949) 335,073 Net financial position (4,352,678) 2,513,744 (6,866,422) - due to Group companies (4,131,410) 3,070,198 (7,201,608) - due to Third parties (221,268) (556,454) 335,186 <strong>Fiat</strong> S.p.A. Financial Statements at December 31, <strong>2006</strong> - Notes to the Financial Statements 293
32. Significant non-recurring transactions Pursuant to the Consob Communication of July 28, <strong>2006</strong>, the only significant non-recurring transaction carried out by <strong>Fiat</strong> S.p.A. in <strong>2006</strong> was the purchase of 28.6% of the shares of Ferrari S.p.A.. The effects of this transaction are discussed in Note 13. 33. Transactions resulting from unusual and/or abnormal operations Pursuant to the Consob Communication of July 28, <strong>2006</strong>, <strong>Fiat</strong> S.p.A. has not taken part in any unusual and/or abnormal operations as defined in that Communication, under which unusual and abnormal transactions are those which because of their significance or importance, the nature of the parties involved, the object of the transaction, the means of determining the transfer price or the timing of the event (close to the year end) may give rise to doubts regarding the accuracy/completeness of the information in the financial statements, conflicts of interest, the safeguarding of an entity’s assets or the protection of minority interests. 34. Subsequent Events As reported in Note 20, following the exercise of 4,676 “<strong>Fiat</strong> Ordinary Share Warrants 2007” (issued on the occasion of the capital increase on December 10, 2001), 1,169 shares (nominal value 5 euros each) were issued on February 1, 2007 at a price of 34,326.51 euros. The subscribed and paid-in capital of <strong>Fiat</strong> S.p.A. consequently increased by 5,845 euros from 6,377,257,292,130 euros to 6,377,262,975 euros. The difference of 28,481.51 euros was allocated to Additional paid-in capital. The remaining warrants have expired and have accordingly been cancelled. Following the contribution of the shares in Magneti Marelli Holding S.p.A. and Teksid S.p.A. by <strong>Fiat</strong> S.p.A., the stockholders of <strong>Fiat</strong> Partecipazioni S.p.A. resolved in an extraordinary meeting on February 9, 2007 in favour of a capital increase of 1,002 million euros (consisting of an increase in capital stock of 50 million euros and additional paid-in capital of 952 million euros), through the issuance of shares to be assigned to the contributing stockholder <strong>Fiat</strong> S.p.A.. The transaction was carried out as part of the programme to streamline and simplify the Group’s corporate structure, in which <strong>Fiat</strong> Partecipazioni S.p.A. is assigned the role of parent company for the principal Italian industrial sectors. 294 <strong>Fiat</strong> S.p.A. Financial Statements at December 31, <strong>2006</strong> - Notes to the Financial Statements List of investments in subsidiaries and associated companies with additional information required by Consob (communication no. DEM/6064293 of July 28, <strong>2006</strong>) ■ Subsidiaries Result for the Stockholders’ Capital last fiscal year equity % owned by Accounting value Company and registered office (in euros) (in euros) (in euros) <strong>Fiat</strong> S.p.A. Number of shares (in euros) <strong>Fiat</strong> Partecipazioni S.p.A. – Turin At 12/31/05 3,924,685,869 (862,234,014) 306,158,302 100.00 3,924,685,869 580,792,082 ■ reduction of capital stock through cancellation of shares (3,618,527,567) ■ capital contribution 6,000,000,000 ■ reversal of impairment loss 1,388,000,000 At 12/31/06 306,158,302 942,776,463 7,248,934,765 100.00 306,158,302 7,968,792,082 <strong>Fiat</strong> Netherlands Holding N.V. – Amsterdam (Netherlands) At 12/31/05 4,366,482,748 207,060,528 4,255,797,815 60.56 57,488,376 2,725,682,656 ■ capital contribution 121,125,650 ■ transfer of investment in Iveco S.p.A. to stockholders (647,475,682) ■ reversal of impairment loss 95,536,000 At 12/31/06 2,610,397,295 937,119,160 3,361,946,033 60.56 57,488,376 2,294,868,624 +39.44 ind. Iveco S.p.A. – Turin At 12/31/05 – – – ■ transfer from <strong>Fiat</strong> Netherlands Holding N.V. to stockholders 519,871,290 647,475,682 ■ restoration of carrying amount 945,814,000 At 12/31/06 858,400,000 141,459,227 819,519,720 60.56 519,871,290 1,593,289,682 +39.44 ind. Ferrari S.p.A. – Modena At 12/31/05 20,000,000 52,962,628 218,805,827 56.00 4,480,000 160,675,480 ■ purchases 2,413,600 896,012,409 ■ sale (5,200) (1,484,066) At 12/31/06 20,260,000 94,470,228 331,476,056 85.00 6,888,400 1,055,203,823 Magneti Marelli Holding S.p.A. – Corbetta At 12/31/05 254,324,998 (64,320,893) 548,153,279 99.99 254,301,607 811,153,400 Ordinary shares At 12/31/05 100.00 250,500,601 799,002,413 At 12/31/06 100.00 250,500,601 799,002,413 Preference shares At 12/31/05 99.39 3,801,006 12,150,987 At 12/31/06 99.39 3,801,006 12,150,987 At 12/31/06 254,324,998 (42,698,723) 505,454,556 99.99 254,301,607 811,153,400 Teksid S.p.A. – Turin At 12/31/05 145,817,739 (43,497,815) 102,319,924 84.79 123,640,010 75,851,000 At 12/31/06 145,817,739 (30,916,663) 71,403,261 84.79 123,640,010 75,851,000 Comau S.p.A. – Grugliasco At 12/31/05 140,000,000 (55,231,582) 156,954,825 100.00 140,000,000 140,613,200 ■ reduction of capital stock (85,516,556) ■ capital stock increase 45,516,556 ■ capital contribution 240,000,000 ■ impairment loss (330,000,000) At 12/31/06 100,000,000 (348,940,866) 48,013,959 100.00 100,000,000 50,613,200 Business Solutions S.p.A. – Turin At 12/31/05 10,000,000 (31,547,213) 4,791,396 100.00 10,000,000 36,304,200 At 12/31/06 4,791,396 18,086,645 22,878,041 100.00 10,000,000 36,304,200 Itedi - Italiana Edizioni S.p.A. – Turin At 12/31/05 5,980,000 1,919,935 40,354,885 100.00 5,980,000 25,899,105 At 12/31/06 5,980,000 8,694,788 37,049,673 100.00 5,980,000 25,899,105 <strong>Fiat</strong> S.p.A. Financial Statements at December 31, <strong>2006</strong> - Notes to the Financial Statements 295
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