Fiat Group - Consolidated Financial Statements and Notes - Fiat SpA

Non-controlling interest
The non-controlling interest of €3,533 million at 31 December 2011 (€917 million at 31 December 2010) refers mainly to the following subsidiaries:
(% held by non-controlling interest) At 31 December 2011 At 31 December 2010
Chrysler Group LLC 46.5 (*) -
Ferrari S.p.A. 10.0 15.0
Teksid S.p.A. 15.2 15.2
CNH Global N.V. - 11.1
(*) This percentage gives effect to the dilution of the Class A Interests held by all members (including Fiat) arising from the occurrence of the final Performance Event contemplated by
the Chrysler Group Amended and Restated LLC Operating Agreement (the “Ecological Event”). The ownership interest without giving effect to this final Event is 44.7%. Following the
occurrence of the Ecological Event in early January 2012 the non-controlling interest is now 41.462%.
The following table shows the effects of changes in Fiat Group’s interest in its subsidiaries on the Group’s equity:
(€ million) 2011 2010
Profit/(loss) for the period attributable to owners of the parent 1,334 520
Purchase of 5% of Ferrari S.p.A. - (73)
New shares issued by CNH Global N.V. - (5)
Acquisition of 7.5% (fully-diluted) in Chrysler (83)
Other minor items - (3)
Net transfers from (to) non-controlling interests (83) (81)
Total Profit/(loss) for the year and transfers from (to) non-controlling interest 1,251 439
25. Share-based compensation
At 31 December 2011 and 2010, the following share-based compensation plans relating to managers of Group companies or Chief Executive Officer of
Fiat S.p.A. were in place.
Stock option plans linked to Fiat S.p.A. and Fiat Industrial S.p.A. ordinary shares
On 26 July 2004, the Board of Directors granted the Chief Executive Officer, as a part of his variable compensation in that position, options to purchase
10,670,000 Fiat S.p.A. ordinary shares at a price of €6.583 per share, exercisable from 1 June 2008 to 1 January 2011. In each of the three years following
the grant date, the Chief Executive Officer acquired the right to purchase, beginning 1 June 2008, a maximum of 2,370,000 shares annually. As of 1 June
2008, he also acquired the right to exercise, effective from that date, the remaining options on 3,560,000 shares as predetermined performance objectives
for the reference period had been met. On 27 March 2009, Shareholders considered it to be a priority interest for the Group to adopt changes to the plan
which would restore its retention capability and approved a new vesting period which depended solely on the requirement for the Chief Executive Officer
to remain in office, deferring the vesting of these options until 31 December 2010 and extending the exercise period until 1 January 2016, with all the other
conditions remaining unaltered. Finally, taking into consideration the proposed Demerger and by applying the rules of the respective plans, the Board
approved to realign the plan with respect to the shares underlying the plan in strict relation to the allotment ratio applicable for the Demerger and to allow
the beneficiary to receive one ordinary Fiat S.p.A. share and one ordinary Fiat Industrial S.p.A. share for each original option, with the option exercise price
remaining unchanged.
197
Consolidated
Financial Statements
at 31 December 2011