The wheel that keeps turning won't rust. Ancient Greek proverb <strong>Report</strong> on Operations 10 The <strong>Fiat</strong> Group 11 Highlights – Group 13 Highlights by Sector 14 Stockholders 16 Sustainability <strong>Report</strong> 17 Research and Innovation 21 Human Resources 24 Financial Review of the Group 49 Corporate Governance 53 Stock Options Plans 55 Transactions among Group Companies and with Related Parties 56 Significant Events Occurring since the End of the Fiscal Year and Business Outlook 59 Operating Performance by Sector of Activity 83 Motion for Approval of the Financial Statements and Allocation of the <strong>2006</strong> Net Income
The <strong>Fiat</strong> Group The <strong>Fiat</strong> Group performs automotive manufacturing and financial service activities in more than 190 countries. Below is a description of how the Group is currently structured, as a result of its refocusing on the automotive business. <strong>Report</strong>ing of Group activities was redefined by Business Areas as follows: Automobiles <strong>Fiat</strong> Auto produces and sells automobiles (<strong>Fiat</strong>, Alfa Romeo and Lancia brands) and light commercial vehicles (<strong>Fiat</strong> Light Commercial Vehicles brand). The Sector’s main financing activities in Europe were grouped into <strong>Fiat</strong> Auto Financial Services, a 50-50 joint venture established at the end of <strong>2006</strong> with Crédit Agricole. The Sector is represented by <strong>Fiat</strong> Auto S.p.A. and its subsidiaries. On February 1, 2007, <strong>Fiat</strong> Auto S.p.A. changed name to “<strong>Fiat</strong> Group Automobiles S.p.A.”, and four new companies were formed at the same time, 100% owned by <strong>Fiat</strong> Group Automobiles S.p.A.: “<strong>Fiat</strong> Automobiles S.p.A.”, “Alfa Romeo Automobiles S.p.A.”, “Lancia Automobiles S.p.A.” and “<strong>Fiat</strong> Light Commercial Vehicles S.p.A.”. The operations and the personnel will remain at <strong>Fiat</strong> Group Automobiles S.p.A. The <strong>Fiat</strong> Group also controls Maserati and Ferrari. They produce luxury sports cars that excel for their exclusive characteristics, technology and performance. Agricultural and Construction Equipment CNH – Case New Holland operates in the field of tractors and agricultural equipment through the Case IH and New Holland brands and in the construction equipment business through the Case and New Holland brands. Its financial services provide support to its end customers and dealers. Trucks and Commercial Vehicles Iveco designs, produces and sells a complete line of commercial vehicles under the Iveco brand, buses under the Irisbus brand, and fire-fighting and special purpose vehicles under the Iveco, Astra and Magirus brands. In addition, Iveco provides a wide range of financing services to its customer and dealers mainly through Iveco Finance Holdings Ltd, a company 51% owned by the Barclays Group and 49% by Iveco. 10 <strong>Report</strong> on Operations The <strong>Fiat</strong> Group Components and Production Systems <strong>Fiat</strong> Powertrain Technologies (FPT) is the Sector which groups all passenger car engine and transmission activities. <strong>Fiat</strong> regained control over these activities in May 2005 following termination of the Master Agreement with General Motors. Starting in <strong>2006</strong>, the Sector also includes the powertrain operations of Iveco and of the Centro Ricerche <strong>Fiat</strong> (<strong>Fiat</strong> Research Centre). Within the framework of its technological development projects, FPT coordinates Elasis’ powertrain activities. Magneti Marelli produces components for lighting systems, exhaust systems, suspensions and shock absorbers, engine control units, and electronic systems. Teksid supplies engine blocks, cylinder heads and other cast-iron components for engines; cast-iron components for transmissions, gearboxes and suspensions; and magnesium bodywork components. Comau produces industrial automation systems for the automotive industry in the areas of product and process engineering, logistics and management, manufacturing, installation, production start-up and maintenance. Other Businesses This area includes the Services Sector (Business Solutions) and the Publishing and Communications Sector, engaged in the following businesses: ■ Services in the areas of personnel administration and administrative and corporate finance consulting, mainly provided to Group companies. As of January 1, 2007, Business Solutions’ activities were transferred to <strong>Fiat</strong> Services S.p.A., a company that will provide services exclusively to the <strong>Fiat</strong> Group (starting from 2007 <strong>Fiat</strong> Services will be included among Holding companies & Other companies). The Business Solutions Sector will therefore no longer be represented. ■ The La Stampa daily newspaper and Publikompass, a company that sells advertising space for multimedia customers. Other Businesses also include Holding companies and Other companies. Highlights – Group (in millions of euros) <strong>2006</strong> 2005 Net revenues 51,832 46,544 Trading profit 1,951 1,000 Operating result 2,061 2,215 Income before taxes 1,641 2,264 Net result for the year 1,151 1,420 Attributable to: - Equity holders of the parent 1,065 1,331 - Minority interests 86 89 Basic earnings per ordinary and preference share (in euros) (1) 0.789 1.250 Basic earnings per savings share (in euros) (1) 1.564 1.250 Normalised basic earnings per ordinary and preference share (in euros) (2) 0.828 1.250 Normalised basic earnings per savings share (in euros) (2) 0.983 1.250 Diluted earnings per ordinary and preference share (in euros) (1) 0.788 1.250 Diluted earnings per savings share (in euros) (1) 1.563 1.250 Investments in tangible and intangible assets 3,789 3,052 - of which: Capitalised R&D costs 813 656 R&D expenses (3) 1,598 1,558 Total Assets 58,303 62,454 Net debt 11,836 18,523 - of which: Net industrial debt 1,773 3,219 Stockholders’ equity before minority interest 10,036 9,413 Group interest in stockholders’ equity 9,362 8,681 Employees at year-end (number) 172,012 173,695 (1) For additional information on the calculation of basic and diluted earnings per share see Note 12 of the Notes to the Consolidated Financial Statements. (2) Normalised earnings per share have been calculated excluding the effects arising from the assignment of prior period dividends to savings shares. (3) This amount includes capitalised R&D costs and costs charged directly to operations during the fiscal year. Selected data by region Number of Number of Number of Number of R&D Revenues Companies Employees Facilities Centres (in millions of euros) <strong>2006</strong> 2005 <strong>2006</strong> 2005 <strong>2006</strong> 2005 <strong>2006</strong> 2005 <strong>2006</strong> 2005 Italy 146 155 75,751 77,070 52 56 50 52 14,851 13,078 Europe excluding Italy 285 280 42,904 43,376 56 58 32 32 20,298 18,518 North America 76 80 11,714 12,572 25 28 15 17 6,315 6,048 Mercosur 31 40 30,877 29,132 20 20 10 10 5,416 4,364 Other regions 99 99 10,766 11,545 27 27 9 9 4,952 4,536 Total 637 654 172,012 173,695 180 189 116 120 51,832 46,544 <strong>Report</strong> on Operations Highlights – Group 11
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Composition and principal changes I
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14. Property, plant and equipment I
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In 2005 Changes in accumulated depr
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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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■ Current trade receivables of 78
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234 Financial Review of Fiat S.p.A.
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(*) (*) Income Statement Balance Sh
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These relate to: ■ guarantees of
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that numerous transactions involvin
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Motion for Approval of the Financia
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Motion to amend Articles 9, 11, 12,
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Stockholders Meeting and will be ef
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Graphic design Atelier Roger Pfund,