annual report - FIAT SpA

NOTES TO THE CONSOLIDATED
FINANCIAL STATEMENTS
PRINCIPAL ACTIVITIES
Fiat S.p.A. is a corporation organised under the laws of the Republic of Italy. Fiat S.p.A. and its subsidiaries
(the “Group”) operate in approximately 50 countries. Until 31 December 2010, the Group was involved principally in
the manufacture and sale of automobiles, agricultural and construction equipment and commercial vehicles. It also
manufactured other products and systems, principally engines, transmission systems, automotive-related
components, metallurgical products and production systems. In addition, the Group has long been involved in certain
other sectors, including publishing and communications, which represent a small portion of its activities. Following the
partial and proportional demerger of Fiat S.p.A. to Fiat Industrial S.p.A. described below, from 1 January 2011 the
Group will only engage in the manufacture and sale of automobiles, engines, transmission systems, automotiverelated
components, metallurgical products and production systems and publishing and communications. The Group
has its head office in Turin, Italy.
The consolidated financial statements are presented in euros, that is the currency of the primary economic
environment in which the Group operates.
FIAT DEMERGER AND DISCONTINUED OPERATIONS
During 2010, the Group initiated and completed a strategic project to separate the Agricultural and Construction
Equipment (CNH sector) and Trucks and Commercial Vehicles (Iveco sector) activities, as well as the “Industrial &
Marine” business line of FPT Powertrain Technologies (FPT Industrial sector), from the Automobile and Automobilerelated
Components and Production Systems activities, which include the sectors Fiat Group Automobiles, Maserati,
Ferrari, Magneti Marelli, Teksid, Comau and the “Passenger & Commercial Vehicles” business line of FPT Powertrain
Technologies ("Fiat Powertrain").
The separation of those businesses, in the form of their demerger from Fiat S.p.A. and transfer to Fiat Industrial S.p.A.
(the "Demerger” – a Scissione Parziale Proporzionale pursuant to Article 2506-bis of the Italian Civil Code), resulted in
the creation of the Fiat Industrial Group (consisting of CNH, Iveco and FPT Industrial) on 1 January 2011. From the
same date, Fiat Group Post-Demerger is comprised of Fiat Group Automobiles, Maserati, Ferrari, Fiat Powertrain,
Magneti Marelli, Teksid and Comau.
The principal phases leading up to completion of the Demerger were as follows:
� On 21 April 2010, Fiat S.p.A. announced the intended Demerger.
� On 21 July 2010, the Board of Directors of Fiat S.p.A. approved the Demerger and drafted the Demerger Plan:
the proposed transaction consists in the transfer by Fiat S.p.A. of a portion of its assets – in particular,
shareholdings in the Agricultural and Construction Equipment, Trucks and Commercial Vehicles and "Industrial
and Marine" powertrain businesses – and a net debt position with Fiat Finance S.p.A. (the Fiat Group's central
treasury) to Fiat Industrial S.p.A. (a newly incorporated company). The Demerger also includes the transfer of
the shareholding in Fiat Industrial Finance S.p.A., a company established to perform centralised treasury
activities for the Fiat Industrial Group. The net assets to be transferred amounted to €3,750 million at 30 June
2010 (which served as the reference date for the preparation of the Demerger Plan).
� On 16 September 2010, the Shareholders of Fiat S.p.A. approved the Demerger Plan in an extraordinary
general meeting, subject to admission of all three classes of shares in Fiat Industrial S.p.A. to listing on the
Mercato Telematico Azionario ("MTA") by Borsa Italiana and a decision from Consob, pursuant to Article
57(1)(d) of the Issuer Regulations, that the Information Document and subsequent updates pursuant to Article
57 is equivalent to a listing prospectus. Similarly, on 17 September 2010 the shareholders of Fiat Industrial
S.p.A. approved the transaction in an extraordinary general meeting.
� Following receipt of the above authorisations in December 2010, the deed of Demerger was executed on
16 December 2010, with legal effect from 1 January 2011.
Fiat Group Consolidated Financial Statements at 31 December 2010 110