1 ANNUAL REPORT at 31 december th financial year
2 GENERAL MEETING Holders of ordinary shares are hereby given notice of the Ordinary General Meeting to be held at Centro Congressi Lingotto, 280 Via Nizza, Turin at 11 a.m. on 30 March 2011 (single call) to vote on the following Agenda 1. Motion for approval of the Statutory Financial Statements at 31 December 2010 and allocation of profit for the year 2. Authorization for the purchase and disposal of own shares 3. Appointment of Independent Auditors Participation and Representation at the General Meeting Holders of voting rights at close of business on the record date of 21 March 2011 for whom the Company has received the relevant communication from the authorized intermediary shall be entitled to participate in the general meeting. Anyone becoming a shareholder after 21 March 2011 will not be entitled to participate or vote at the meeting. Pursuant to law, those entitled to participate may be represented at the Meeting by written proxy. The proxy form provided on the Company s website (www.fiatspa.com: Investor Relations/Shareholder Info/ Shareholder Meetings) may be used for that purpose. Pursuant to Article 135-undecies of Legislative Decree 58/98, the Company has designated Aldo Milanese (common representative for holders of savings shares) as the representative upon whom holders of voting rights may, by 28 March 2011, confer proxy and instruct to vote on all or some of the motions on the agenda. The above representative must be delegated proxy in accordance with procedures and using the proxy form provided on the Company website indicated above. Details on how to communicate proxy delegations to the Company electronically (by at are also provided. The delegation is not valid for motions for which no voting instructions have been given. Other rights of Shareholders Shareholders may submit questions on agenda items, including prior to the meeting, in accordance with the procedures and deadline provided on the Company s website. Shareholders representing, jointly or individually, at least one-fortieth of share capital may, within 10 days of the publication of this notice, request additions to the agenda, indicating the additional items proposed. The procedures and deadlines for exercise of those rights are provided on the Company s website. Documentation Documentation relating to items on the agenda and the annual report on corporate governance is available at the Company s registered office, at Borsa Italiana S.p.A. and on the Company s website (www.fiatspa.com).
3 2 CONTENTS CONTENTS Board of Directors and Auditors Letter from the Chairman and the Chief Executive Officer The Group at a glance 2010 in summary Structure: Fiat & Fiat Industrial Fiat Group Brands Fiat Industrial Group Brands Fiat & Fiat Industrial Worldwide Operating Responsibly Report on Operations Highlights Shareholders Key events in 2010 Highlights by Sector Main risks and uncertainties to which Fiat S.p.A. and Fiat Group post Demerger are exposed Research and innovation Human resources Financial review Fiat Group Corporate governance Share-based incentive plans Transactions between Group companies and with related parties Subsequent events and outlook Operating performance: Continuing Operations Fiat Group Automobiles Maserati Ferrari Fiat Powertrain Components Metallurgical Products Production Systems Operating performance: Discontinued Operations Agricultural and Construction Equipment Trucks and Commercial Vehicles FPT Industrial Financial review Fiat S.p.A. Motion for approval of the Statutory Financial Statements and allocation of 2010 profit
4 Fiat Group Consolidated Financial Statements at 31 December 2010 Consolidated Income Statement Consolidated Statement of Comprehensive Income Consolidated Statement of Financial Position Consolidated Statement of Cash Flows Statement of Changes in Consolidated Equity Consolidated Income Statement pursuant to Consob Resolution No of 27 July 2006 Consolidated Statement of Financial Position pursuant to Consob Resolution No of 27 July 2006 Consolidated Statement of Cash Flows pursuant to Consob Resolution No of 27 July 2006 Notes to the Consolidated Financial Statements Appendix I Fiat Companies at 31 December 2010 Appendix II Information required under Article 149-doudecies of the Regolamento Emittenti issued by Consob Attestation in respect of the Consolidated Financial Statements under Article 154-bis of Legislative Decree 58/98 Fiat S.p.A. Statutory Financial Statements at 31 December 2010 Income Statement Statement of Comprehensive Income Statement of Financial Position Statement of Cash Flows Statement of Changes in Equity Income Statement pursuant to Consob Resolution No of 27 July 2006 Statement of Financial Position pursuant to Consob Resolution No of 27 July 2006 Statement of Cash Flows pursuant to Consob Resolution No of 27 July 2006 Notes to the Statutory Financial Statements Appendix Information required under Article 149-doudecies of the Regolamento Emittenti issued by Consob Attestation in respect of the Statutory Financial Statements under Article 154-bis of Legislative Decree 58/98 Auditor s Reports Reports of the Board of Statutory Auditors Agenda and related reports and motions This document has been translated into English for the convenience of readers outside Italy. The original Italian document should be considered the authoritative version.
5 4 BOARD OF DIRECTORS AND AUDITORS BOARD OF DIRECTORS AND AUDITORS BOARD OF DIRECTORS Chairman John Elkann (1) (*) Chief Executive Officer Sergio Marchionne Directors Andrea Agnelli Carlo Barel di Sant Albano Roland Berger (3) Tiberto Brandolini d Adda René Carron Luca Cordero di Montezemolo (**) Luca Garavoglia (1) (3) Gian Maria Gros-Pietro (1) (2) Virgilio Marrone Vittorio Mincato (2) Pasquale Pistorio Ratan Tata Mario Zibetti (2) (3) Secretary of the Board Franzo Grande Stevens BOARD OF STATUTORY AUDITORS Regular Auditors Riccardo Perotta Chairman Giuseppe Camosci Piero Locatelli Alternate Auditors Lucio Pasquini Fabrizio Mosca Stefano Orlando INDEPENDENT AUDITORS Deloitte & Touche S.p.A. (*) Appointed Chairman on 21 April 2010 (**) Resigned as Chairman on 21 April 2010, but remains on the Board (1) Member of the Nominating, Corporate Governance and Sustainability Committee (2) Member of the Internal Control Committee (3) Member of the Compensation Committee
7 6 LETTER FROM THE CHAIRMAN AND THE CHIEF EXECUTIVE OFFICER LETTER FROM THE CHAIRMAN AND THE CHIEF EXECUTIVE OFFICER Dear Shareholders, 2010 got off to a difficult start, with the previous year s problems and uncertainties still in evidence and many of our markets not showing signs of significant recovery from the crisis. The prospects became progressively more positive as the year unfolded and several of our trading regions exhibited a significant recovery, although most of them performed well below pre-crisis levels. Trading conditions improved for all of our businesses with the exception of Automobiles, where performance was impacted by the phasing out in many European countries of the eco-incentives that had underpinned demand in 2009, particularly in the smaller car segments. In this very uneven market environment, Fiat responded effectively and decisively. We continued to hold the line on costs with rigorous measures, while taking advantage of the economic recovery from the very early stages. This was made possible by the international reach of our industrial and commercial operations, which enabled us to minimize inefficiencies in some areas while delivering optimal performance in others. This, in essence, is the real strength of our Group today. A global and open attitude that doesn t shrink away from adversity, but rather responds to challenges with determination and leverages the opportunities that present themselves. As a result, we closed 2010 significantly ahead of the targets we had set for ourselves at the beginning of the year. Revenues were up more than 12% to 56 billion, trading profit doubled to 2.2 billion and the bottom line was once again positive at 600 million. Cash generation was strong, with net industrial debt totaling 2.4 billion, a reduction of 2.0 billion from the previous year driven by strong performance for all businesses and continued disciplined working capital management. Liquidity was strengthened to nearly 16 billion. These achievements were only made possible by the energy, commitment and dedication of the people at Fiat, who actively engaged in containing the impact of the crisis and seized every opportunity presented by the subsequent recovery. We thank all the men and women at Fiat around the world for what they contribute professionally and personally to the Group s growth and resilience. These results were achieved in a year which also saw the execution of a historic decision that has changed the shape of Fiat forever: the demerger of the Group, with effect from the 1st of January 2011, into two distinct entities Fiat and Fiat Industrial. Keeping together businesses that have common historical roots, but which, as a result of market developments over time, ended up having few economic or industrial characteristics in common is an outdated concept. Preserving it ran the risk of restricting the growth potential of these businesses. Given the enormity and speed of changes taking place in the market, we could no longer afford to look at these businesses in purely historic terms. Today s challenges are far greater and more complex, and a pattern-shifting, liberating strategic solution was necessary. From a financial and industrial perspective, this is the solution that guarantees each business the greatest potential for development. This decision responds to the imperative for growth, autonomy and efficiency. Fiat and Fiat Industrial now have significant freedom of movement, including the potential for pursuing opportunities to form alliances, unhindered by the burden of an unrelated business strategic limitations. Each group can now focus on its core business, with well-defined objectives that are not only clearly understandable to the market, but also allow these organizations to view themselves and develop their strategies in pure competitive terms against a well-defined cluster of competitors. Each has a well-defined operating profile, enabling it to fully demonstrate an intrinsic value that risked being only partially realized in their conglomerate form. This was a complex and ambitious transaction that has opened the door to a new future, a different and better future for our respective businesses. Before committing to this transaction, we also considered one of its most sensitive aspects, the notion that Fiat would lose its identity as a Group a group that has existed and operated as a single entity for more than a century. The truth of the matter is that an organization s identity is not in its name. Its identity comes from those who are part of it at a precise moment in time and for a precise objective. The better way to understand the value of this demerger is to consider the opportunities for personal growth that it offers our people. Throughout its history, Fiat has developed people of the highest calibre, not just in terms of their professional and technical abilities, but most importantly their competitive spirit and leadership abilities. These qualities are invaluable to the development of a company and have been fully preserved in the demerger process: they are the best guarantee for the future of Fiat and Fiat Industrial. The demerger also relied on a significant program that, although started in 2009, began taking visible form during We took several significant steps forward in our partnership with Chrysler which has brought Fiat the opportunity to become a full-line automaker, expand its geographic footprint and reach the critical mass necessary to achieve the required economies of scale to make it a long-term viable global carmaker. On the industrial side, the process to share platforms and engine technologies is moving ahead rapidly. On the commercial side, we have begun the reorganization and integration of commercial networks. As a first step, the Chrysler and Lancia distribution networks in Europe are being merged. And we unveiled the Fiat 500 at the Los Angeles Auto Show, marking the brand s return to North America after an absence of 27 years.
8 7 At the beginning of 2011, our stake in Chrysler increased from 20% to 25% following achievement of the first of three Performance Events that will ultimately allow Fiat to achieve a 35% ownership of Chrysler Group. But apart from these technical and financial matters, one of the most valuable results of this alliance is occurring at the cultural level. Fiat and Chrysler are undertaking a cultural integration based on mutual respect and humility whose starting point is a spirit of equality and the willingness of each partner to learn from the other. Today we have an extraordinary group of people working alongside each other, listening, exchanging ideas, and expanding their horizons. Two cultures are merging. This is the true strength of our partnership and we believe the most precious part, whose value lies in the incredible human wealth created for our companies and the development of our people. With regard to near to medium targets, we have laid out a detailed development plan for Fiat and Fiat Industrial that was presented to the international financial community on 21 April The financial targets reflect our aspiration to deliver strong topline growth, together with robust improvements in profitability. We project the post-demerger Fiat will achieve 2011 revenues of 37 billion, growing to 64 billion by The steady improvement in trading profit and margins reflects our commitment to eliminating the handicaps that have been a drag on our business in Europe, optimizing synergies and transforming Fiat into a best-in-class competitor. For Fiat Industrial, the plan targets revenues of around 22 billion for 2011 and nearly 30 billion in 2014, representing an average annual growth rate of 8%. Trading profit will also increase significantly and is projected to reach 3.3 billion in To support the growth of the two groups and new product development, we plan to invest about 30 billion over the plan period, including almost 2 billion a year in research. For the auto business in particular, where the most significant portion of those investments will be made, the 5-year plan calls for renewal of our product portfolio with the launch of 34 new models and 17 major product interventions. Due to the prevailing weak market conditions, in 2010 we made the strategic decision to limit new product launches, scheduling them to recommence from the second half of The overall plan represents a significant commitment to invest in expanding our product offer and improving our competitive position in Europe. As we work to achieve these objectives, our decisions will be directed at balancing the need for industrial efficiency with the sense of social responsibility that has guided Fiat this far and become part of its DNA. We demonstrated this commitment to Italy when we presented a project that aims to make our production more competitive, while at the same time providing our people with a more certain future. We are also demonstrating that commitment elsewhere in the world, through development based on the very same values we applied in rebuilding Fiat: integrity, transparency and a responsible approach to business. These values have been recognized and appreciated internationally. In 2010, we were one of the few auto sector companies included in the prestigious Dow Jones Sustainability Index that is comprised of only those companies considered to be leaders in sustainability. We consider this an important achievement, not just for the image that it portrays, but because it provides concrete proof that there is a system of values that drive the delivery of our results. These values have made Fiat a solid organization where commitment and a sense of duty are the bedrock of what we do. These strong principles are firmly embedded in our organization and form an integral part of who we are as leaders, because we live them as individuals even more than as managers. We leave 2010 behind with a sense of accomplishment. The demerger and the strengthening of the alliance with Chrysler have indelibly and irreversibly changed Fiat. We have grown these businesses together for more than 100 years to the point where their togetherness had become a matter of custom and comfort. We have decided to break away from this comfort and tradition in order to set the stage for the next stage of development of our businesses. Fiat and Fiat Industrial start their new lives in 2011 with a renewed sense of purpose and direction. Financially strong and well equipped technologically and industrially, they are embarking on a project of international exploration, each distinct, but taking their respective know-how and experience around the world with a clear objective of becoming vibrant global competitors. We thank our shareholders for having been patient partners on this journey and for staying with us as Fiat and Fiat Industrial stakeholders in the next phase of our development. 18 February 2011 /s/ John Elkann John Elkann CHAIRMAN /s/ Sergio Marchionne Sergio Marchionne CHIEF EXECUTIVE OFFICER
10 THE GROUP AT A GLANCE in summary Structure: Fiat & Fiat Industrial Fiat Group Brands Fiat Industrial Group Brands Fiat & Fiat Industrial Worldwide Operating Responsibly
11 10 THE GROUP AT A GLANCE 2010 IN SUMMARY 2010 IN SUMMARY 2010 RESULTS ( billion) Fiat Group pre Demerger Revenues Trading Profit Net Profit Net Industrial Debt (**) Liquidity 56.3 (*) (*) Net of eliminations between Fiat and Fiat Industrial (**) At 31 December 2010, Net industrial debt split between Fiat post Demerger and Fiat Industrial reflects the Net industrial debt attributable to the two groups on a stand-alone basis. The settlement of intercompany financial payables and receivables, outstanding at 31 December 2010 between Fiat post Demerger and Fiat Industrial occurred in January Had these transactions occurred before year end, this would have increased the Fiat reported post demerger cash (and conversely decreased the Fiat Industrial cash), with no effect on the above mentioned stand-alone reported Net industrial debt of the two groups at 31 December Revenues ( million) Trading Profit ( million) 56, , ,204 1,058 59,564 (*) , ,000 20,000 30,000 40,000 50,000 60, ,000 2,000 3,000 4,000 (*) Following adoption of the improvement to IAS 16 in 2009, revenues for 2008 were increased by 184 million Debt ( million) Profit/(Loss) ( million) , ,442 4,418 5,949 15,898 17, (848) 1, ,500 5,000 7,500 10,000 12,500 15,000 17,500 20,000-1, ,000 1,500 2,000 Fiat Group Industrial Activities
12 THE GROUP AT A GLANCE STRUCTURE: FIAT & FIAT INDUSTRIAL 11 STRUCTURE: FIAT & FIAT INDUSTRIAL
13 12 THE GROUP AT A GLANCE Fiat Group Brands Fiat Group Brands Fiat is a global group whose activities are focused in the automobile sector. It designs, produces and sells cars for the mass market under the Fiat, Lancia, Alfa Romeo and Fiat Professional brands and luxury and performance cars under the Ferrari and Maserati brands. The Group also operates in the components sector through Magneti Marelli, Teksid and Fiat Powertrain and in the production systems sector through Comau. Fiat s industrial capabilities, market positioning and strategic development programs make it one of the world s most solid and competitive groups. Following the demerger, the Fiat Group s industrial and financial services activities are carried out through companies located in approximately 40 countries and it has commercial relationships with customers in approximately 140 countries. The Group s principal businesses are:
14 13 AUTOMOBILES Fiat Practical, versatile and responsive made for consumers who are increasingly focused on environmental issues and technological innovation. The brand produces models that offer practical and affordable technology combined with unmistakable Italian design. In recent years, it has also placed a strong emphasis on the ecological profile of its products. As a result of its constant commitment to developing concrete solutions that are deployable now, Fiat has achieved the lowest average CO 2 emissions among the top selling brands in Europe for more than 3 years running (source: JATO Dynamics). Alfa Romeo Sportiness, technology, comfort and elegance contribute to the distinctive design and personality that are Alfa Romeo. Celebrating its 100th anniversary in 2010, this historic Italian marque continues to embody the values recognized by generations of auto enthusiasts agility, spirit, and style, a style born from the unique balance between attractive proportions and advanced technology that offers optimum power, fuel consumption and ecological performance. Lancia Class, exclusivity and unmistakable Italian style are the hallmarks of Lancia. For more than 100 years, the brand has been producing models whose elegant originality complements their day-to-day versatility: models such as the compact Ypsilon, the Musa city limousine and the Delta, which blends style with a bold and innovative spirit. Abarth Relaunched in 2007, Abarth is today synonymous with spirited performance and sporting emotion. The Scorpion offers cars that are ultra-modern yet true to the brand s traditional spirit, packed with technology and performance born for the racetrack. Models include the Abarth Punto Evo, the 500C and the limited edition Abarth 695 Tributo Ferrari released in 2010, as well as tuning kits and exclusive versions for racing enthusiasts. Fiat Professional Fiat Professional s relationship with its customers is a partnership between professionals. With its full range of light commercial vehicles, the brand s mission is to support both small and large companies in growing their businesses. Customers seeking productivity, ease of use and fuel efficiency rely on the know-how and innovation of Fiat Professional their ally in meeting the challenges of the market. Maserati Models that are set apart by their styling, elegance and technological sophistication. Cars such as the Quattroporte, a sedan of unmistakable style that represents the ideal balance between luxury and performance; or the GranTurismo, the first 2-door, 4-seater modern coupé that combines power and elegance, futuristic design with surprising practicality; or the GranCabrio, the brand s first ever 4-seater cabriolet. Maserati s excellence is often the result of experience gained on the racetrack. Indeed, it has a long and glorious racing heritage that continues today with the MC12, winner of 14 FIA GT Championships since its debut in 2004, and the new GranTurismo MC Trofeo, which, as of 2010, now has its own mono-brand trophy.
15 14 THE GROUP AT A GLANCE Fiat Group Brands Ferrari The company s history officially began in 1947 when the first car emerged from the gates of no. 4 Via Abetone Inferiore in Maranello. That historic two-seater the 125 S went on to win the Rome Gran Prix in 1947 and rapidly evolved into a refined GT roadster. Ferrari has traveled a long way since then, but its mission has remained the same: to make unique sports cars that represent the finest in Italian auto design and craftsmanship, both on and off the track. The essence of excellence and sportiness, Ferrari needs no introduction. Numerous Formula1 titles (16 times winner of the Constructors championship and 15 times winner of the Drivers championship) are its calling card. And, of course, the impressive line-up of legendary GT models: cars that are unique for their design, technology and luxurious styling and that represent the best in Italian the world over. COMPONENTS AND PRODUCTION SYSTEMS Fiat Powertrain Fiat Powertrain specializes in the research, development, production and sale of engines and transmissions and is one of the largest players in its field globally. The company produces engines ranging in output from 60 to 235 hp and transmissions with torque from 143 to 400 Nm for application on passenger cars and light commercial vehicles. Its R&D capabilities and know-how in engineering and production processes ensure excellence in innovating and developing solutions. Magneti Marelli The company is an international leader in the design and production of leading-edge automotive systems and components: from lighting to engine control systems, from electronics to suspension systems, from exhaust systems to components for the aftermarket and motorsport. Through a process of continuous innovation, Magneti Marelli seeks to leverage its know-how and the Group s expertise in electronics to develop intelligent systems and solutions that contribute to the evolution of safe and environmentally-sustainable mobility, as well as enhancing the passenger experience. The company has been a major contributor to the enormous technological advances achieved in the automotive sector in recent years. Teksid Teksid is the largest producer of gray and nodular iron castings in the world and places significant emphasis on production quality to meet the specific and increasingly demanding needs of the automotive industry. The company produces engine blocks, cylinder heads, engine components, and parts for transmissions, gearboxes and suspensions. In addition, Teksid Aluminum is a world leader in production technologies for aluminum cylinder heads and engine components. Teksid s competitive advantages include: 80 years of experience; a high level of automation; continuous upgrading of technology focused on improving quality standards; and close integration with the product development of its customers, which include the major global producers of cars, trucks, tractors and diesel engines. Comau Comau makes the machines that make machines : body welding and assembly robots; and machining and assembly for mechanical systems. Customers are delivered a turnkey solution that includes design, production, installation, production startup and follow-up maintenance. With 40 years of experience in industrial automation, Comau is a leader in the search for innovative technologies to continuously improve processes. Constant investment in R&D has enabled the company to position itself as an international full-service provider of engineering solutions to the automotive industry, as well as the aerospace, petrochemical, steel and foundry industries. Through its Ecomau solutions, Comau supports customers in the application of energy-saving production technologies through upgrades to existing plant and equipment and provision of new plant and equipment.
17 16 THE GROUP Fiat Industrial AT A GLANCE Group Brands Fiat Industrial Group Brands Fiat Industrial s significant industrial base, extensive product range and global presence make it a leader in the global capital goods sector. Created through the demerger from Fiat S.p.A., the Group operates through businesses that are all major international players in their industry sectors: CNH-Case New Holland, Iveco and FPT Industrial. These three sectors design, produce and sell tractors, agricultural and construction equipment (CNH), trucks, commercial vehicles, buses, special vehicles (Iveco), in addition to engines and transmissions for those vehicles and engines for marine applications (FPT Industrial). The Group carries out its industrial and financial services activities through companies located in approximately 45 countries and has commercial relationships with customers in approximately 190 countries. It activities are divided into the following sectors:
18 17 AGRICULTURAL AND CONSTRUCTION EQUIPMENT (CNH Case New Holland) From the very beginning, the sector s brands played a key role in the development of the agricultural and construction equipment industries in Europe and the United States. Today, CNH offers customers in these two segments the best technology available. Agricultural equipment is sold under the New Holland Agriculture and Case IH brands, as well as the Steyr brand in Europe. Construction equipment is sold under the New Holland Construction and Case Construction brands, as well as the Kobelco brand in North America. CNH not only provides customers products of the highest quality that are adaptable to their specific needs and guarantee the maximum in productivity, it also offers full service support (CNH Parts & Service) and a comprehensive range of financing solutions tailored to the customer s profile (CNH Capital). The sector s brands are: Case IH Agriculture The Case IH Agriculture brand and red logo embody a tradition of leadership in the agricultural equipment market. The brand is synonymous with incomparable performance, low operating costs and reliability. The range of tractors, balers and combine harvesters reflects the heritage of leading agricultural equipment producers and brands such as Case, International Harvester and David Brown, to name but a few. Each brand has played an important role in the history and development of Case IH. Today, Case IH is recognized as a global provider of powerful, reliable and high productivity equipment, principally for large grain producers, and it boasts an organization of field personnel committed to providing high-quality professional services for optimized management of agricultural businesses. New Holland Agriculture Since 1895, New Holland has been providing solutions that improve farming efficiency and productivity through the use of accessible technology. In 2006, the Clean Energy Leader strategy was launched for the active promotion of renewable fuels, emissions reduction systems and sustainable agricultural technology. New Holland offers cash crop producers, livestock farmers, contractors, vineyards and groundcare professionals the largest choice of easy-to-operate tractors, harvesters and material handling equipment: more than 80 product lines and over 300 models. New Holland complements the widest agricultural equipment offering in the world with efficient Parts & Service support and a range of financial services tailored to the agricultural industry. A professional global dealer network also guarantees total assistance and expert advice. Maintaining close relationships with customers in every segment, New Holland is a reliable partner for every farmer. Steyr Steyr has been the leading producer of tractors in Austria for more than 60 years. Its distinctive red and white trademark, first used in 1967 with the launch of the Plus series, is today synonymous with high-quality, reliable products. Steyr s tractors are produced for the premium segment, in which it holds a significant share in Austria. It exports 60% of production and its principal export markets are Germany, Switzerland, France, Italy, Belgium, the Netherlands, Luxembourg, Scandinavia and Southern and Eastern Europe. Nineteen different tractor models are manufactured at the St. Valentin plant in Austria, where significant investment has been made recently. The Steyr Kompakt, 9000 MT, Profi series and CVT series, as well as the municipal and forestry range of products, testify to the company s ability to respond rapidly to the ever-changing demands of the market.