Annual Report Consolidated and Statutory Financial Statements

Transcription

1 Annual Report Consolidated and Statutory Financial Statements at 31 December rd financial year

2 Annual Report Consolidated and Statutory Financial Statements At 31 December 2008 Notice of General Meeting Shareholders are invited to attend the Ordinary General Meeting to be held at Centro Congressi Lingotto, Via Nizza 280, on 26 March 2009 at 11 a.m. at first call and on 27 March at second call, to vote on the following: Agenda 1. Motion for approval of the Statutory Financial Statements at 31 December 2008 and allocation of net profit for the year. 2. Election of the Board of Directors and determination of the number of members and their compensation; related resolutions. 3. Election of the Statutory Auditors and determination of compensation. 4. Authorisation for the purchase and disposal of own shares. 5. Resolutions pursuant to Article 114-bis of Legislative Decree 58/98.

3 Force without wisdom falls of its own weight. Horace

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5 Contents 5 Board of Directors and Auditors 6 Letter from the Chairman and the Chief Executive Officer 9 Report on Operations at a Glance 16 Shareholders 18 The Fiat Group and its Brands 20 Highlights by Sector 21 Main Risks and Uncertainties to which Fiat S.p.A. and the Group are exposed 25 Corporate Social Responsibility 26 Research and Innovation 32 Human Resources 36 Financial Review Fiat Group 56 Corporate Governance 61 Stock Option Plans 64 Transactions between Group Companies and with Related Parties 65 Significant Events Subsequent to Year End and Outlook 69 Operating Performance by Sector 70 Fiat Group Automobiles 75 Maserati 76 Ferrari 77 Agricultural and Construction Equipment 80 Trucks and Commercial Vehicles 84 FPT Powertrain Technologies 87 Components 90 Metallurgical Products 91 Production Systems 92 Financial Review Fiat S.p.A. 97 Motion for Approval of the Statutory Financial Statements and Allocation of 2008 Net Profit Fiat S.p.A. Registered office: 250 Via Nizza, Turin (Italy) Share Capital: 6,377,262,975 Turin Companies Register/Tax No.: This document has been translated into English for the convenience of readers outside Italy. The original Italian document should be considered the authoritative version. 99 Fiat Group Consolidated Financial Statements at 31 December Consolidated Income Statement 101 Consolidated Balance Sheet 103 Consolidated Cash Flow Statement 104 Consolidated Statement of Changes in Shareholders Equity 105 Consolidated Income Statement pursuant to Consob Resolution No of 27 July Consolidated Balance Sheet pursuant to Consob Resolution No of 27 July Consolidated Cash Flow Statement pursuant to Consob Resolution No of 27 July Notes to the Consolidated Financial Statements 217 Appendix I The Companies of the Fiat Group 247 Appendix II Information required under Article 149-duodecies of the Regolamento Emittenti issued by Consob 248 Attestation in respect of the Consolidated Financial Statements under Article 154-bis of Legislative Decree 58/ Fiat S.p.A. Statutory Financial Statements at 31 December Income Statement 253 Balance Sheet 254 Cash Flow Statement 255 Statement of Changes in Shareholders Equity 256 Income Statement pursuant to Consob Resolution No of 27 July Balance Sheet pursuant to Consob Resolution No of 27 July Cash Flow Statement pursuant to Consob Resolution No of 27 July Notes to the Statutory Financial Statements 329 Appendix Information required under Article 149-duodecies of the Regolamento Emittenti issued by Consob 331 Attestation in respect of the Statutory Financial Statements under Article 154-bis of Legislative Decree 58/ Auditors Reports 337 Reports of the Board of Statutory Auditors 343 Agenda and Related Reports and Motions 4

6 Board of Directors and Auditors Board of Directors Chairman Luca Cordero di Montezemolo (4) Vice Chairman John Elkann (1) (4) Chief Executive Officer Sergio Marchionne (4) Directors Andrea Agnelli Roland Berger (3) (4) Tiberto Brandolini d Adda René Carron Luca Garavoglia (1) (3) Gian Maria Gros-Pietro (1) (2) Virgilio Marrone Vittorio Mincato (2) Pasquale Pistorio (4) Carlo Sant Albano Ratan Tata Mario Zibetti (2) (3) Board of Statutory Auditors (*) Regular Auditors Carlo Pasteris Chairman Giuseppe Camosci Piero Locatelli Alternate Auditor Roberto Lonzar Independent Auditors Deloitte & Touche S.p.A. Secretary of the Board Franzo Grande Stevens (*) On 15 May 2008, Cesare Ferraro and Giorgio Giorgi resigned their respective positions as Regular Auditor and Alternate Auditor. On the same date, Piero Locatelli was appointed as Regular Auditor (1) Member of the Nominating and Corporate Governance Committee (2) Member of the Internal Control Committee (3) Member of the Compensation Committee (4) Member of the Strategic Committee 5

7 Letter from the Chairman and the Chief Executive Officer Dear Shareholders, Characterising the Group s 2008 results is no easy task. If we were only to consider trading profit, 2008 was clearly a record year - the best in our history. But it was also a year of two halves: the outstanding performance of all our businesses in the first nine months was followed by widespread declines in the fourth quarter as a result of the dramatic change in the economic environment. Yet our focus remains - as it constantly has in recent years - firmly on the future. The challenging global economic situation we were faced with, particularly in the closing months of the year, is destined to continue to have a profound impact on Fiat s markets. In fact, 2008 was a year of trials. The crisis which was initially believed to be confined to the financial system and the U.S. spilled over into the real economy on a global scale, triggering significant and widespread deterioration of trading conditions in most sectors and regions where we operate. There is significant uncertainty linked to the future performance of the economy which nobody currently is fully able to evaluate, not even the most authoritative international institutions. This uncertainty has been further compounded by a severe credit crunch, both to consumers and to businesses. For the Fiat Group, the prospects ahead will require additional commitment and sacrifice from us, as they will from you, our Shareholders. It is for this reason that the Board of Directors has decided not to propose a dividend for 2008, other than the mandatory dividend payable on savings shares. We believe that this decision, even though 2008 profit was sufficient to enable distribution of a dividend, is indispensable in guaranteeing that, going forward, the Fiat Group maintains a strong capital structure and a level of liquidity adequate to meet its future commitments and challenges. During 2008, we worked intensively on renewing the product range, improving industrial processes, strengthening the image of our brands and accelerating the Group s international expansion, including through targeted alliances. Earlier this year, a letter of intent was signed with Chrysler and Cerberus Capital Management for the creation of a global strategic alliance. The agreement would not require cash investment by the Fiat Group or commitment to provide funding to Chrysler in the future. Rather, it is based on an underlying rationale of mutual benefit, with Fiat receiving an equity interest in Chrysler and gaining access to new markets and the U.S. automaker gaining access to competitive platforms for fuel-efficient vehicles, engines, transmissions and components where we are already well established. We are confident that such an agreement would provide an opportunity for our Group to create medium and long-term value. Looking forward to 2009, we believe that difficult trading conditions will continue at least through the first half of the year and that it will only be possible to fully assess the effect of actions to underpin demand for the automotive sector in Italy, and other major European markets, as the year unfolds. However, we expect quarter-by-quarter performance will be uneven, with the first three months being particularly difficult. Improvements should be visible in the remaining three quarters, as the benefits of restructuring initiatives begin to be felt. As we look forward, we are convinced that the industrial profile of our businesses, which has been carefully re-engineered in recent years, means we are well-placed for the next phase of development. Fiat Group Automobiles has a strong presence in the smaller car segments and has invested significantly in being able to offer a range of low environmental impact models. We expect current market trends, likely to be further accentuated by present circumstances, will continue toward demand for increasingly smaller, more environmentallyfriendly and economical cars. At Case and New Holland, we have been working with determination to ensure an extensive product offering and stronger global presence. For Iveco, we have sought to balance an over-dependence on our domestic Western European market with an increased presence in Eastern Europe, Latin America and China. FPT Powertrain Technologies has been committed to research and technological innovation enabling it to compete with the world s best powertrain makers in terms of performance and respect for the environment. There was the same level of energy and focus in the components sector, with its fundamental role as a contributor to the overall competitiveness of the Group being further strengthened. 6 Letter from the Chairman and the Chief Executive Officer

8 None of these choices has been by chance. Each and every decision in terms of geographic expansion, technological development and repositioning of the product range has been taken with our eyes firmly on the future. Even now, with the uncertain economic landscape to be navigated, we are convinced that it is essential that we look beyond the typical responses to crises. We are certain that most sectors where we have a presence will be forced to change and, almost inevitably, go through a period of consolidation. In these uncertain times, there is one thing we can guarantee you our Shareholders: Fiat is ready. We are ready to face change because change is part of who we are. For some time, we have embraced the challenge of the new without, unlike many others, having to wait for a crisis to impose a culture of change upon us. Through the hard work done to date, we have developed a natural instinct for handling the unpredictable and learned to think with extreme flexibility and react with great rapidity. We are ready to find ever more efficient methods of reducing the risks associated with doing business. We are ready to be the first movers in restoring order to a disoriented market and ensure that, in the restructuring process which the car industry will undoubtedly undergo, Fiat is one of the major players. Our principal objective is to preserve our brands, businesses and management culture. We are ready because we have a team of competent, courageous and determined leaders capable of demonstrating their worth once again as they manage this next phase, with the support of the committed, intelligent and passionate men and women who are part of the Fiat Group. They are our most important resource. We have emerged from a turnaround which has given new life to a major industrial group. We are determined to ensure that the Group s true value is recognised, not only because it has achieved credibility in the market, but also because it has earned the right. The Fiat of today has the strength, ability and determination to confront the challenges ahead and to build something new and lasting. 13 February 2009 /s/ LUCA CORDERO DI MONTEZEMOLO Luca Cordero di Montezemolo Chairman /s/ SERGIO MARCHIONNE Sergio Marchionne Chief Executive Officer Letter from the Chairman and the Chief Executive Officer 7

9 True passion confers strength by giving courage. Voltaire

10 Report on Operations at a Glance 16 Shareholders 18 The Fiat Group and its Brands 20 Highlights by Sector 21 Main Risks and Uncertainties to which Fiat S.p.A. and the Group are exposed 25 Corporate Social Responsibility 26 Research and Innovation 32 Human Resources 36 Financial Review Fiat Group 56 Corporate Governance 61 Stock Option Plans 64 Transactions between Group Companies and with Related Parties 65 Significant Events Subsequent to Year End and Outlook

11 2008 at a Glance Revenues were 59.4 billion, increasing 1.5% over the prior year, with strong performance for the first nine months (+8.4% vs 2007) being offset by Q4 declines in most Sectors (-17.2% vs 2007) Revenues ( millions) Revenues ( millions) 59,380 58,529 51,832 Trading profit of 3.4 billion was up 4% or 129 million, with gains in agricultural equipment, truck and luxury auto more than offsetting declines for Fiat Group Automobiles, components and construction equipment Trading Profit ( millions) Trading Profit ( millions) 1,951 3,362 3,233 Trading margin reached 5.7% (2007: 5.5%) with improvements in efficiency and pricing compensating for the impact of volume declines in Q4. Net (Debt)/Cash ( millions) Net (Debt)/Cash ( millions) 2008 (17,954) (5,949) Net profit was 1.7 billion (16.2% lower than the prior year; 15.0% higher on a like-for-like basis) (10,423) (11,836) (1,773) 355 Net Industrial Debt of 5.9 billion reflected a higher level of capital expenditure (36% higher than 2007) combined with working capital absorption associated with volume declines in Q4. Fiat Group Industrial Activities 10 Report on Operations 2008 at a Glance

12 Highlights ( millions) Net revenues 59,380 58,529 51,832 Trading profit 3,362 3,233 1,951 Operating profit 2,972 3,152 2,061 Profit before taxes 2,187 2,773 1,641 Net profit for the year 1,721 2,054 1,151 Attributable to: - shareholders of the parent company 1,612 1,953 1,065 - minority shareholders Basic earnings per ordinary and preference share ( ) (1) Basic earnings per savings share ( ) (1) Diluted earnings per ordinary and preference share ( ) (1) Diluted earnings per savings share ( ) (1) Investments in tangible and intangible assets 5,263 3,985 3,789 of which, capitalised R&D costs 1, R&D expenditure (2) 1,986 1,741 1,591 Total assets 61,772 60,136 58,404 Net (debt)/cash (17,954) (10,423) (11,836) of which: net industrial (debt)/cash (5,949) 355 (1,773) Total shareholders equity 11,101 11,279 10,036 Equity attributable to shareholders of the parent company 10,354 10,606 9,362 Number of employees at the end of the year 198, , ,012 (1) See Note 13 to the Consolidated Financial Statements for additional information on the calculation of basic and diluted earnings per share. (2) Includes capitalised R&D and R&D charged directly to the income statement. Select data by region Number of companies Employees Facilities R&D Centres Revenues by destination ( m) Italy ,371 77, ,316 15,857 Europe (excluding Italy) ,159 45, ,739 23,461 North America ,305 11, ,653 5,842 Mercosur ,042 39, ,975 8,318 Other regions ,471 10, ,697 5,051 Total , , ,380 58,529 Report on Operations 2008 at a Glance 11

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14 Key events in 2008 January Magneti Marelli and Sumi Motherson Group sign agreement to establish a joint venture in India for production of lighting and engine control systems. Memorandum of Understanding signed between FPT, the Region of Piedmont, the Province of Biella and the City of Verrone (Province of Biella) to expand and upgrade Verrone plant prior to production of new transmission (C635) for medium-sized passenger vehicles. Upgrade of product range for both brands with 2008 versions of the Sedici, Ulysse, Idea, Ypsilon and Phedra. Launch of the telehandler line in North America for load & carry and material handling applications such as landscaping, specialty trades and commercial and residential construction. February Magneti Marelli, through subsidiary Magneti Marelli Sistemi di Scarico SpA, signs two joint venture agreements with the Krishna group for production of automotive exhaust systems in India. CX210B crawler excavator earns the 18th Energy Conservation Award from the Natural Resources and Energy Agency of the Japanese Ministry of Economy and Trade, in addition to the Top 50 new products award from the China Construction and Machinery Association. US and European launch of four Tier III B-Series backhoe loader models offering new boom, tilting hood and reduced maintenance time and costs. March FPT signs agreement with Chrysler LLC to acquire 100% of the Tritec Motors plant located near Curitiba (Paraná, Brazil). Production resumes at the G.B. Vico plant after significant technology upgrades, intensive training for 6,000 employees and investment of 110 million. Four models premiered at the Geneva Motor Show: Lancia Delta, Alfa 8C Spider (limited edition), 500 Abarth (135 hp), and the Fiorino people transport. At the Samoter exhibition in Verona, Iveco presents the Massif, its debut in the twincab, light off-road segment. Iveco Astra premieres the RD50 rigid dump truck with 50 ton payload capacity. Launch of the 1221E wheel loader for the North American, European and RoW markets. April Fiat Group Automobiles (FGA) and Serbia s Ministry of Economy and Regional Development sign Memorandum of Understanding for acquisition of the Zastava plant in Kragujevac (140km south-east of Belgrade) by FGA. Standard & Poor s upgrades Fiat to investment grade, raising the long-term rating from BB+ to BBB- and short-term rating from B to A3, with stable outlook. The New Holland Construction plant in Lecce, Italy celebrates production of its 100,000th machine: a 23-ton W270B wheel loader. May Moody s raises Fiat s long-term debt rating to investment grade from Ba1 to Baa3 and short-term rating from Not Prime to Prime-3, with stable outlook. Launch of the new Eurocargo, the mid-sized representative of the product range, with fully redesigned cabin and upgraded transmission system, and powered by the successful Tector range of engines. For the second year running, Daily is awarded Best Light Truck 2008 in the UK as part of the Van Fleet World Honours. June Fiat Group and OJSC-Sollers (formerly Severstal-Auto) sign two master joint venture agreements: one for the manufacture and distribution of Fiat passenger vehicles and the other for production of FPT Powertrain Technologies F1A diesel engines. Report on Operations 2008 at a Glance 13

15 Magneti Marelli and Endurance Technologies Pvt. Ltd. sign a joint venture agreement for the production of shock absorbers for passenger vehicles in India and Thailand. Lancia launches the new Delta, heralding a return to the mid-sized sedan segment, and Alfa Romeo launches the Alfa MiTo, the sportiest compact in Europe. Both are awarded the Euro NCAP five stars for safety. Presentation of the Crealis Neo luxury coach at the European Mobility Exhibition in Paris. July Fiat Group Automobiles and BMW Group explore potential cooperation in components and platforms for both Alfa Romeo and Mini vehicles. Presentation of the 500 Abarth, the esseesse tuning kit and the limited production 500 Assetto Corse, sold competition ready for the newly established single-make trophy. Cummins, CNH Case New Holland and FPT realign the shareholder structure of their two diesel engine joint ventures. Fiat Group Automobiles Financial Services (FAFS) and Jaguar Land Rover announce cooperation agreement for provision of auto financing in Europe. Delivery of 10 Daily vehicles with dual diesel/electric powerplants to leading global courier company for field testing. Production of new vehicle is scheduled for The American Society of Agricultural and Biological Engineers (ASABE) assigns nine AE50 awards for engineering innovations to the two brands. In India, production of the 100,000th tractor at plant near New Delhi manufacturing 35 to 80 hp tractors for the domestic market and more than 50 foreign markets. Launch of new conventional model of crawler excavator, the E135B, manufactured at the San Mauro Torinese plant in Italy. August Debut of new mid-range Magnum row crop tractors, including limited edition "Stars & Stripes" to commemorate 165 years of continuous production in Racine (Wisconsin). The brand expands range of high-efficiency Axial-Flow combines manufactured in Grand Island (Nebraska), including two new Class VII models and a new Class IX model, the industry s largest combine segment. Launch of the new TC5070 combine in Brazil. September Magneti Marelli and Unitech Machines Limited sign agreement to establish a joint venture in India for the production of automotive electronic systems. Fiat Group Automobiles and the Republic of Serbia reach a definitive joint venture agreement based on the MoU signed in April. Plant to have annual capacity of 200,000 cars. Initial investment of approx. 700 million, including contributions of approx. 200 million from the Serbian Government. The Serbian Government, Iveco and Magneti Marelli sign a Memorandum of Understanding for potential collaboration in the production of buses, special use vehicles and automotive components. Launch of the innovative Qubo, a free space vehicle that satisfies a variety of mobility needs. The Natural Power versions of the Ducato and Fiorino (i.e., dual-powered by natural gas and gasoline) debut at the Hanover exhibition. Fiat Fiorino wins International Van of the Year Launch of the Campagnola represents a return (in more than just name) of the historic off-road vehicle produced by Fiat for more than 35 years. At the Hanover Motor Show, Iveco presents: the new Eurocargo 4x4; electric and hybrid versions (dual-powered diesel/electric) of the Daily and the Eurocargo Hybrid; and, two prototype hybrid passenger transports, the urban concept bus Irisbus Hynovis and the Irisbus Tourys minibus. 14 Report on Operations 2008 at a Glance

16 Launch of the new 591 hp CR9090 combine with the highest production capacity worldwide. It set a new Guinness World Record in the UK by harvesting 551 tons of wheat in 8 hours, while consuming only 13.3 litres of fuel per hectare. October Standard & Poor s changes outlook for Fiat SpA and CNH Global NV from stable to negative, while confirming investment grade status for both companies with long and short-term ratings of BBB-/A-3 and BBB- respectively. FASIFIAT, a health benefit plan for Fiat Group employees supplementing Italy s national health service begins to accept enrolments. The plan was established following agreement reached on 25 February 2008 between Fiat SpA and the labour unions Fim, Fiom, Uilm and Fismic, as well as the metalworkers union of Ugl. Presentation of the Grande Punto Natural Power, with minimal emissions and very low running costs, which is also permitted in restricted traffic zones. The brand s commitment to producing environmentally-friendly and efficient vehicles is further underscored by the three Pur-O 2 models (a 500, Croma and Bravo) presented at the Paris Motor Show. Alfa MiTo awarded the Auto Europa 2009, finishing ahead of the Lancia Delta which took second place. November Fiat Group Automobiles and OJSC-Sollers (formerly Severstal-Auto) announce signature of a Letter of Intent for possible expansion of their strategic cooperation to include distribution of B and/or C-segment Fiat passenger cars in the Russian Federation. Iveco Daily awarded Truck of the Year in Brazil, repeating the success of the Stralis in The prestigious prize was awarded by AutoData magazine, the most important automotive magazine in Brazil. The T4050F and T6080 tractors win Best of Specialized and Golden Tractor for Design awards, respectively, at the Bologna (Italy) EIMA show, where Fiat tractors also kicks off its 90th anniversary celebrations. December Iveco Daily awarded Best Large Van 2008 from What Van? magazine, one of the most popular auto sector magazines in the UK. Iveco also won the MediaEye award for communication, in recognition of the perfect synergy between its values and those of the chosen spokespersons, the All Blacks. In Spain, Magelys is named Autobus Turistico 2009 by Viajeros magazine. Report on Operations 2008 at a Glance 15

17 Shareholders Financial communication Fiat maintains a constant dialogue with individual shareholders, institutional investors and financial analysts through its Investor Relations function, which actively provides information to the market to consolidate and enhance confidence and level of understanding of the Group and its businesses. Throughout the year, the Investor Relations team also communicates with the financial community through conference calls or public presentations which are held to present quarterly results or other events that require direct communication to the market. Moreover, the IR programme includes seminars, industry conferences and non-deal roadshows in major financial centres, providing the opportunity for direct contact with the Group s top management and to gain a deeper understanding of the Group s strategy and performance. More and updated information is available on the Group s website ( relaunched this year. The Investor Relations section provides historical financial data and highlights, investor presentations, quarterly publications, official communications and real time trading information on Fiat shares. Shareholders can also contact the company at the following: For holders of Fiat shares: Toll-free number in Italy: serviziotitoli@fiatgroup.com investor.relations@fiatgroup.com For holders of ADRs: Toll-free number in the USA and Canada: Outside the USA and Canada: +1 (718) Website: FIAT ORDINARY SHARES 01/01/2007 to 31/12/2008 performance relative to Mibtel and Eurostoxx indexes (rebased to 100 at 01/01/07) and average monthly trading volume millions of shares Jan 07 Feb 07 Mar 07 Apr 07 May 07 Jun 07 Jul 07 Aug 07 Set 07 Oct 07 Nov 07 Dec 07 Jan 08 Feb 08 Mar 08 Apr 08 May 08 Jun 08 Jul 08 Aug 08 Set 08 Oct 08 Nov 08 Dec 08 Fiat DJ Eurostoxx Automotive Mibtel From the perspective of the capital markets, 2008 will be remembered as one of the worst, if not the worst, years on record. The increasing rate of defaults in the U.S. sub-prime mortgage sector, already apparent in the second half of 2007, worsened during the year, precipitating a global liquidity crisis and price corrections on assets previously considered secure investments. This irrevocably compromised the solidity of some of the largest financial institutions which, in several cases, were taken over by other banks or rescued through state aid and/or nationalization. Despite repeated interventions through bailouts and monetary policy (first in the U.S., then in Europe and other countries around the world) the situation continued to deteriorate in the fourth quarter and the crisis in international financial markets deepened, with the worst performance seen for global equity indices since the second world war. In short, all of the major global indexes recorded negative performance: the Dow Jones lost 34%, the Nikkei recorded a 42% decrease, and some of the largest declines in Europe included Madrid (-39%), London (-31%) and Paris (-43%). The Italian stock market closed the year down by 49% and the S&P Mib40 was down 50%. The automotive sector was heavily penalised and the leading automakers saw their market capitalisations fall significantly, dragged down by a drastic contraction in demand in the second half. Fiat's share price fell 74% during the year: a performance which was in line with its principal competitors. 16 Report on Operations Shareholders

18 Major Shareholders At the date of this Report, Fiat had a total of 1,092,247,485 ordinary shares outstanding and the following institutions held more than 2% of ordinary shares: Ordinary shares: 1,092,247,485 IFIL Investments S.p.A. (*) 30.5% Capital Research & Management Co. 5.4% FMR LLC (**) 5.0% Institutional Investors - EU 25.6% Institutional Investors - outside EU 6.2% Other Shareholders 23.8% (*) in addition to 3.5% of treasury shares held by Fiat S.p.A. (**) including 1.75% of ordinary shares in relation to which FMR has sole power to vote. Earnings per share (figures in ) Basic earnings per ordinary and preference share Basic earnings per savings share Diluted earnings per ordinary and preference share Diluted earnings per savings share IFIL Investments S.p.A. Capital Research & Management Co. FMR LLC Institutional Investors - EU Institutional Investors - outside EU Other Shareholders Reference price per share (*) : (figures in ) Ordinary shares Preference shares Savings shares (Source: Reuters) (*) Equivalent to the closing auction price. Monthly minimum and maximum price in 2008 (figures in ) 20 Fiat Ordinary 16 Fiat Savings 16 Fiat Preference Report on Operations Shareholders 17

19 The Fiat Group The Fiat Group carries out industrial activities and financial services in the automotive sector through companies located in approximately 50 countries and has commercial relationships with customers in approximately 190 countries. The Group s activities are grouped into the following Businesses: Automobiles The Group develops, produces and sells automobiles (Fiat, Abarth, Alfa Romeo and Lancia brands) and light commercial vehicles (Fiat Professional brand) through Fiat Group Automobiles. This Sector s main financial services activities in Europe have been grouped into Fiat Group Automobiles Financial Services - FAFS (now FGA Capital), a joint venture established at the end of 2006 with Crédit Agricole. The Group also controls Maserati and Ferrari, both producers of luxury sport cars, which distinguish themselves for their exclusivity, technology and performance. Agricultural and Construction Equipment CNH Case New Holland is active 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. It also offers financial services to its dealers and end customers. Trucks and Commercial Vehicles Iveco designs, produces and sells a full range of trucks and commercial vehicles under the Iveco brand, buses under the Iveco Irisbus brand, and fire-fighting and other special use vehicles under the Iveco, Astra and Magirus brands. In addition, Iveco provides a wide range of financial services to its customers and dealers, principally through Iveco Finance Holdings Ltd., 51% owned by the Barclays Group and 49% by Iveco. Components and Production Systems FPT Powertrain Technologies contains the Group s auto engine and transmission activities and the powertrain activities of Iveco and C.R.F. (Fiat s research centre Centro Ricerche Fiat). As part of its technology development, FPT also coordinates the powertrain activities of Elasis. Magneti Marelli develops and produces components for automotive lighting systems, exhaust systems, suspensions and shock absorbers, engine control units, electronic systems and operates in the automotive aftermarket. This Sector also includes the Plastic Components and Modules business (moulding of plastic components) following acquisition of the Ergom group. Teksid supplies engine blocks, cylinder heads and other cast-iron components for engines; cast-iron components for transmissions, gearboxes and suspensions; and aluminium cylinder heads. 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 Other Businesses includes companies operating in the publishing (La Stampa daily newspaper) and communications (Publikompass, a company that sells advertising space for multimedia customers) areas, Centro Ricerche Fiat (C.R.F.) and Elasis (research and development), Fiat Services S.p.A. (services exclusively to other companies in the Fiat Group), in addition to Holding and Other companies. 18 Report on Operations The Fiat Group and its Brands