2006 Annual Report - Fiat SpA

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List of investments (continued) Result for the Stockholders’ Capital last fiscal year equity % owned by Accounting value Company and registered office (in euros) (in euros) (in euros) Fiat S.p.A. Number of shares (in euros) IHF - Internazionale Holding Fiat S.A. – Lugano (Switzerland) At 12/31/05 64,304,546 109,326,187 353,318,843 100.00 100,000 33,444,877 CHF 100,000,000 170,013,153 549,446,133 At 12/31/06 62,231,626 272,335,448 360,981,993 100.00 100,000 33,444,877 CHF 100,000,000 437,615,831 580,061,965 Fiat Finance S.p.A. – Turin At 12/31/05 224,440,000 21,035,715 312,118,679 100.00 224,440,000 222,262,897 At 12/31/06 224,440,000 85,039,496 322,158,175 100.00 224,440,000 222,262,897 Fiat Finance North America Inc. – Wilmington (U.S.A.) At 12/31/05 33,983,225 971,635 39,411,080 39.47 150 15,557,000 USD 40,090,010 1,146,238 46,493,251 At 12/31/06 30,440,402 1,355,068 36,657,462 39.47 150 15,557,000 USD 40,090,010 1,784,625 48,277,877 +60.53 ind. Fiat U.S.A. Inc. – New York (U.S.A.) At 12/31/05 14,266,339 421,594 27,255,517 100.00 1,000 27,257,726 USD 16,830,000 497,355 32,153,333 At 12/31/06 12,779,043 601,656 25,015,728 100.00 1,000 27,257,726 USD 16,830,000 792,381 32,945,714 Elasis-Società Consortile per Azioni – Pomigliano d’Arco At 12/31/05 20,000,000 29,905 20,134,672 0.17 33,334 29,974 At 12/31/06 20,000,000 736,816 20,871,489 0.17 33,334 29,974 +99.83 ind. Fiat Information & Communication Services società consortile per Azioni – Turin At 12/31/05 800,000 26,635 955,257 51.00 408,000 430,000 At 12/31/06 800,000 (75,141) 880,116 51.00 408,000 430,000 +49.00 ind. MC2 - Media Communications S.p.A. – Turin At 12/31/05 219,757 1,210 220,967 3.17 6,977 5,165 ■ sale (6,977) (5,165) At 12/31/06 – – – Fiat-Revisione Interna S.c.r.l. – Turin At 12/31/05 300,000 55,930 389,238 14.00 42,000 n.v. 42,962 ■ purchase 111,000 n.v. 144,018 At 12/31/06 300,000 11,525 400,763 51.00 153,000 n.v. 186,980 +49.00 ind. Fiat Servizi per l’Industria S.c.p.A. – Turin At 12/31/05 1,652,669 349,291 2,001,960 36.47 602,688 515,803 ■ sale (520,055) (445,083) At 12/31/06 1,652,669 (465,973) 1,535,987 5.00 82,633 70,720 +95.00 ind. Isvor Fiat Società consortile di sviluppo e addestramento Industriale per Azioni – Turin At 12/31/05 300,000 175,142 715,087 26.00 78,000 – ■ sale (69,000) – At 12/31/06 300,000 133,185 848,273 3.00 9,000 – +97.00 ind. Orione S.c.p.A.-Società Industriale per la Sicurezza e la Vigilanza Consortile per Azioni – Turin At 12/31/05 26,605 60,906 87,511 81.20 21,108 ■ transformation into a consortium stock corporation 21,603 At 12/31/06 120,000 42,912 223,818 18.00 21,603 21,108 +81.12 ind. SIRIO - Sicurezza Industriale Società consortile per Azioni – Turin At 12/31/05 120,000 14,974 197,826 0.75 901 764 At 12/31/06 120,000 16,490 229,062 0.75 901 764 + 92.27 ind. ■ Total subsidiaries 14,211,237,162 296 Fiat S.p.A. Financial Statements at December 31, 2006 - 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, 2006) ■ Other companies Accounting value Company and registered office % owned by Fiat S.p.A. Number of shares (in euros) Mediobanca S.p.A. – Milan At 12/31/05 1.77 14,118,350 227,107,778 ■ transfer from Consortium S.r.l. to stockholders 884,857 13,544,506 ■ adjustment to fair value 27,605,057 At 12/31/06 1.84 15,003,207 268,257,341 Assicurazioni Generali S.p.A. – Trieste At 12/31/05 ■ transfer from Consortium S.r.l. to stockholders 164,083 4,566,922 ■ adjustment to fair value 892,119 At 12/31/06 0.01 164,083 5,459,041 Fin.Priv. S.r.l. – Milan At 12/31/05 14.29 14,354,662 At 12/31/06 14.29 14,354,662 Consortium S.r.l. – Milan At 12/31/05 2.76 19,529,683 ■ reduction of capital stock and reserves and refund to stockholders (19,243,420) At 12/31/06 2.76 286,263 Consorzio Lingotto – Turin At 12/31/05 5.40 279 At 12/31/06 5.40 279 ■ Total other companies 288,357,586 % owned by Fiat S.p.A. The indirect percentage held in the ordinary capital of subsidiaries is also indicated. Fiat S.p.A. Financial Statements at December 31, 2006 - Notes to the Financial Statements 297
Fees paid to Members of the Board of Directors and Control Bodies, General Managers and Executives with Strategic Responsibilities (in thousands of euros) (Article 78 of Consob Regulation No. 11971/99) Term Compensation Non-cash Bonuses and Other First name and last name Office held in 2006 of office Expiration (*) for office held benefits (**) other incentives fees Total Luca Cordero di Montezemolo Director 01/01-12/31/2006 2009 550.0 9.1 1,000.0 5,484.0 7,043.1 Chairman 1) 2) John Elkann Director 01/01-12/31/2006 550.0 24.5 574.5 Vice Chairman 2009 3) Sergio Marchionne Chief Executive Officer 01/01-12/31/2006 2009 2,000.0 4,228.0 368.8 6,596.8 4) 5) Andrea Agnelli Director 01/01-12/31/2006 2009 77.0 77.0 Roland Berger Director 05/03-12/31/2006 2009 48.3 48.3 Tiberto Brandolini d’Adda Director 01/01-12/31/2006 2009 77.0 77.0 Luca Garavoglia Director 01/01-12/31/2006 2009 92.0 92.0 Gian Maria Gros-Pietro Director 01/01-12/31/2006 2009 92.0 92.0 Hermann-Josef Lamberti Director 01/01-12/31/2006 2009 92.0 92.0 Virgilio Marrone Director 01/01-12/31/2006 2009 77.0 77.0 6) Vittorio Mincato Director 01/01-12/31/2006 2009 89.0 89.0 Pasquale Pistorio Director 01/01-12/31/2006 2009 80.0 80.0 Carlo Sant’Albano Director 05/03-12/31/2006 2009 48.3 48.3 7) Ratan Tata Director 05/03-12/31/2006 2009 39.3 39.3 Mario Zibetti Director 01/01-12/31/2006 2009 101.0 101.0 Angelo Benessia Director 01/01-05/03/2006 40.8 40.8 Flavio Cotti Director 01/01-05/03/2006 34.8 34.8 John Daniel Winteler Director 01/01-05/03/2006 31.8 31.8 Carlo Pasteris Chairman of the Board 05/03-12/31/2006 2009 41.9 3.0 44.9 of Statutory Auditors 8) Giuseppe Camosci Statutory Auditor 01/01-12/31/2006 2009 42.0 42.0 Cesare Ferrero Chairman of the Board 01/01-05/03/2006 49.1 40.0 89.1 of Statutory Auditors 9) Statutory Auditor 05/03-12/31/2006 2009 Giorgio Ferrino Statutory Auditor 01/01-05/03/2006 14.1 14.1 Executives with strategic 0.0 119.0 6,667.0 11,876.0 18,662.0 responsibilities (***) 10) 11) 12) 13) (*) Year in which the Stockholders Meeting is convened for approval of the Annual Report, coinciding with expiration of the term of office. (**) They include the use of means of transport for personal purposes. (***) It includes 17 executives. 1) The gross annual compensation for the office of Chairman amounts to 500,000 euros. 2) Compensation for office held in Ferrari, including variable compensation. Starting from the fourth year of office as Chairman of Ferrari, he will accrue the right to receive the following severance package: a sum payable over twenty years, the amount of which, after ten years, may not be greater than five times the fixed portion of his annual compensation. The relevant accrual posted by Ferrari in 2006 amounted to 593.3 thousand euros. 3) The gross annual compensation for the office of Vice Chairman amounts to 500,000 euros. 4) Variable compensation whose payment is subject to the achievement of predetermined targets related to the annual budget and which may not be greater than 2.5 times the gross annual fixed compensation. 5) The amount includes compensation for office held in the subsidiaries IHF and BUC (368.8 thousand euros) but does not include compensation for the office held in Fiat Auto (500 thousand euros), which he does not receive but is channelled to Fiat S.p.A. In 2006, the Company posted an accrual of 771 thousand euros for the Chief Executive Officer’s severance package. 6) Compensation channelled to IFI S.p.A. 7) Compensation channelled to IFIL Investments S.p.A. 8) Compensation for the office of Common representative of holders of savings shares, held until April 20, 2006. 9) Compensation for the office of Chairman of the Board of Statutory Auditors of Fiat Auto S.p.A. 10) Including fringe benefits. 11) Variable portion of the compensation. 12) Including compensation for employment work, amounts paid upon termination of employment (3,318.0 thousand euros), and compensation not channelled for offices held at subsidiaries. 13) Social contributions paid by the company are not included. 298 Fiat S.p.A. Financial Statements at December 31, 2006 - Notes to the Financial Statements Stock Options granted Members of the Board of Directors, General Managers and Executives with Strategic Responsibilities (Article 78 of Consob Regulation No. 11971/99) Options Options held at the Options granted Options exercised expired in Options held Grantee beginning of the year during the year during the year the year at the end of the year Average market Office held at Number Average Exercise Number Average Exercise Number Average price Number Number Average Exercise First name and the date of the of exercise period of exercise period of exercise at exercise of of exercise period last name grant options price (mm/yy) options price (mm/yy) options price date options options price (mm/yy) Paolo Fresco Chairman 2,250,000 20.614 07/01-01/10 2,250,000 20.614 07/01-01/10 Sergio Marchionne Chief Executive Executives with strategic Officer 10,670,000 6.583 06/08-01/11* 10,670,000 6.583 06/08-01/11 responsibilities 801,000 18.572 02/01-09/10 40,000 10.397 14.14 192,600 568,400 17.703 02/01-09/10 * The options are exercisable for one-third of the shares only upon satisfaction of the profitability targets, whose amount and reference period are defined in advance. As indicated in Note 20, on November 3, 2006 the Fiat S.p.A. Board of Directors approved a stock option plan, which provides more than 300 managers, including executives with strategic responsibilities, and the Chief Executive Officer with the right to purchase 10,000,000 Fiat S.p.A. ordinary shares at the fixed price of 13.37 euros per share. In particular, the options granted to the managers and no. 5,000,000 options granted to the Chief Executive Officer have a vesting period of four years, with a quarter of the number vesting each year, are subject to achieving certain pre-determined profitability targets in the reference period and may be exercised from the date on which the 2010 financial statements are approved. The remaining 5,000,000 options also have a vesting period of four years with a quarter of the number vesting each year and may be exercised from November 2010. Furthermore the ability to exercise the options is additionally subject to specific restrictions regarding the duration of the mandate given. The stock option plan will become effective after approval by the Stockholders Meeting and once all its conditions have been satisfied. Turin, February 20, 2007 On behalf of the Board of Directors Luca Cordero di Montezemolo Chairman Fiat S.p.A. Financial Statements at December 31, 2006 - Notes to the Financial Statements 299
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Annual Report Consolidated and Stat
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But it does move. Galileo Galilei
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Letter from the Chairman and the Ch
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The Fiat Group The Fiat Group perfo
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Stockholders Financial communicatio
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in 2003, and now the Panda Hydrogen
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The meeting with the EWC Selected C
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Revenues by Business Area (in milli
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The breakdown of trading profit by
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Investment income was 156 million e
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If working capital is restated to i
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Financial Services Revenues (in mil
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Statement of Changes in Net Industr
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strategic consistency, economic fea
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The Board of Directors, at its meet
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There can be no motion without some
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Fiat Auto - Fiat, Alfa Romeo, Lanci
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Maserati Operating Performance In 2
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Trucks and Commercial Vehicles Ivec
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Fiat Powertrain Technologies Operat
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Metallurgical Products - Teksid Pro
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Motion for Approval of the Financia
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Consolidated Income Statement (*) (
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Statement of Changes in Stockholder
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partially from the market: the rema
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Measurement Investments in unconsol
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charges for risk provisions and wri
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Union market for the Fiat Auto and
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Composition and principal changes I
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Net financial expenses in 2006 (exc
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Year of expiry Total at December Be
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The net carrying amount of Intangib
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14. Property, plant and equipment I
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In 2005 Changes in accumulated depr
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esulting in a reduction of 1,213 mi
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Receivables from financing activiti
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(the residual debt of the Exchangea
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The reconciliation of the number of
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A summary of outstanding stock opti
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Under the CNH EIP, performance-base
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26. Provisions for employee benefit
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Changes in the present value of Pos
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■ Commercial risks - This provisi
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31, 2006 (872 million euros at Dece
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Fidis Retail Italia (FRI) All the r
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Other and Magneti Business elimina-
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Credit risk The maximum credit risk
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The increase over the prior year re
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■ Current trade receivables of 78
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Page 101 and 102: 198 Appendix The Companies of the F
Page 103 and 104: Subsidiaries consolidated on a line
Page 111 and 112: % of Group % of consoli- Interest %
Page 113 and 114: Subsidiaries accounted for using th
Page 119 and 120: 234 Financial Review of Fiat S.p.A.
Page 121 and 122: (*) (*) Income Statement Balance Sh
Page 123 and 124: Income Statement pursuant to Consob
Page 125 and 126: When an impairment loss on assets s
Page 127 and 128: Provisions The company recognises p
Page 129 and 130: 4. Other operating income Other ope
Page 131 and 132: Net income from derivative financia
Page 133 and 134: 12. Property, plant and equipment T
Page 135 and 136: 15. Other non-current assets At Dec
Page 137 and 138: Regarding changes in 2005, the Mand
Page 139 and 140: A summary of outstanding stock opti
Page 141 and 142: The amounts recognised in the Incom
Page 143 and 144: The item Payables to Group companie
Page 145 and 146: These relate to: ■ guarantees of
Page 147 and 148: Counterparty Other Current Other No
Page 149: 32. Significant non-recurring trans
Page 153 and 154: Financial statement format Fiat S.p
Page 155 and 156: Deferred tax assets Reclassificatio
Page 157 and 158: Reconciliation of net profit (loss)
Page 159 and 160: B. Employee benefits The employees
Page 161 and 162: Auditors’ Reports Auditors’ Rep
Page 163 and 164: Reports of the Board of Statutory A
Page 165 and 166: that numerous transactions involvin
Page 167 and 168: Motion for Approval of the Financia
Page 169 and 170: Motion to amend Articles 9, 11, 12,
Page 171 and 172: Stockholders Meeting and will be ef
Page 173 and 174: Graphic design Atelier Roger Pfund,
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2006 Annual Report - Fiat SpA

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