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Fiat Group - Consolidated Financial Statements and Notes - Fiat SpA

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236<br />

<strong>Consolidated</strong><br />

<strong>Financial</strong><br />

<strong>Statements</strong><br />

at 31 December<br />

2011<br />

<strong>Notes</strong><br />

The aggregate compensation of <strong>Group</strong> executives with strategic responsibilities amounts to approximately €32 million in 2011. This is inclusive of the<br />

following:<br />

the amount contributed by the <strong>Fiat</strong> <strong>Group</strong> to State <strong>and</strong> employer defined contribution pension funds of approximately €12 million;<br />

the amount contributed by the <strong>Fiat</strong> <strong>Group</strong> to a special defined benefit plan for certain senior Executives amounting to €2 million.<br />

38. Non-recurring transactions<br />

Pursuant to Consob Communication No. DEM/6064293 of 28 July 2006, the <strong>Group</strong> did not carry out any significant non-recurring operations in 2011 other<br />

than the acquisition of the control of Chrysler as discussed above.<br />

39. Transactions resulting from unusual <strong>and</strong>/or abnormal operations<br />

Pursuant to Consob Communication No. DEM/6064293 of 28 July 2006, the <strong>Group</strong> did not carry out any unusual <strong>and</strong>/or abnormal operations in 2011 as<br />

defined in that Communication (for the definition of these see the Section –Format of the financial statements).<br />

40. Subsequent events<br />

In January 2012, <strong>Fiat</strong> announced that the “Ecological Event” (3rd performance event established in the Amended <strong>and</strong> Restated LLC Operating Agreement)<br />

had been achieved, leading to a further 5% increase of its interest in Chrysler. <strong>Fiat</strong> currently has a 58.5% ownership interest in Chrysler. The VEBA Trust<br />

owns the remaining 41.5% of the equity in Chrysler.<br />

On January 18th, <strong>Fiat</strong> <strong>and</strong> Suzuki Motor Corporation reached an agreement for the supply of a 75 hp 1.3 MultiJet BS-IV Small Diesel Engine – to be<br />

produced under license by <strong>Fiat</strong> India Automobiles Limited, a joint venture between <strong>Fiat</strong> <strong>and</strong> Tata Motors – to Suzuki’s affiliate company Maruti Suzuki<br />

India Limited (MSIL). <strong>Fiat</strong> India Automobiles Limited will supply MSIL up to 100,000 engines per year for a period of three years, commencing January<br />

2012. The engine will equip Suzuki br<strong>and</strong>ed vehicles produced in India by MSIL for the domestic market.<br />

On February 1st at its Lingotto headquarters, <strong>Fiat</strong> met with trade unions that signed the company specific collective labor agreement, to present the<br />

<strong>Group</strong>’s 2011 financial results. During the meeting, <strong>Fiat</strong>’s CEO confirmed that investments for the Mirafiori plant in Turin would go ahead. Plans call for<br />

production of at least two new models for the export market, with production to reach 280,000 vehicles per year accompanied by a progressive return to<br />

full utilization of all plant employees. Investment is to commence in the second quarter of 2012 <strong>and</strong> retooling of the plant will be completed during 2013.<br />

Production of the first model (<strong>Fiat</strong> br<strong>and</strong>) is scheduled to begin in December 2013 <strong>and</strong> the second model (Jeep br<strong>and</strong>) is slated for production beginning<br />

in the second quarter of 2014. The CEO also confirmed that Mirafiori would continue production of the Alfa Romeo MiTo, for which a refresh is planned,<br />

as well as the Lancia Musa, on the basis of market dem<strong>and</strong>.<br />

On the same occasion, it was announced that another 662 new employees would begin work at the Pomigliano Newco, bringing total employment at<br />

the plant to 1,845.<br />

On February 6th, St<strong>and</strong>ard & Poor’s announced that it had placed <strong>Fiat</strong> S.p.A.’s long-term debt rating (BB) under review for possible downgrade. The<br />

short-term rating was affirmed at B.<br />

On February 16th, <strong>Fiat</strong> S.p.A announced pricing of CHF 425,000,000 guaranteed 5.00% notes due September 2015, with an issue price of 100% of the<br />

principal amount. Closing is currently expected for 7 March 2012, in line with Swiss market practice. The notes will be issued by <strong>Fiat</strong> Finance <strong>and</strong> Trade<br />

Ltd. S.A. (a wholly-owned subsidiary of <strong>Fiat</strong> S.p.A.) under the GMTN Program guaranteed by <strong>Fiat</strong> S.p.A.<br />

On February 22nd, the Board of Directors of <strong>Fiat</strong> S.p.A., in confirmation of the resolution of 27 October 2011, called an Extraordinary General Meeting for<br />

approval of the conversion of preference <strong>and</strong> savings shares into <strong>Fiat</strong> S.p.A. ordinary shares. Holders of preference <strong>and</strong> savings shares will also be asked<br />

to approve the conversion at the respective Special Meetings. The Board also voted to submit a proposal to Shareholders for adoption of a Long Term<br />

Incentive Plan, in the form of grants of <strong>Fiat</strong> S.p.A. ordinary shares, linked to achievement of performance objectives <strong>and</strong> continuation of a professional<br />

relationship with the <strong>Group</strong>. Finally, the Board voted to submit a proposal to Shareholders for renewal of the authorization to purchase <strong>and</strong> dispose of t<br />

shares, refer to Note 24.<br />

22 February 2012<br />

On behalf of the Board of Directors<br />

/s/ John Elkann<br />

John Elkann<br />

CHAIRMAN

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